##### 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 March 31, 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)Three Allen Center, 333 Clay Street, Suite 4620,Houston, Texas
    
    77002(Address of principal executive offices)
    
    (Zip Code)
  
   
 
  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 Months Ended
March 31, 2009 and 2008
    
    
    3Unaudited Consolidated Balance Sheets  March 31, 2009 and December 31, 2008
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2009 and 2008
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6  13Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14  22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22  23Part II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25(a) Index of Exhibits
    
    
    25Signature Page
    
    
    26EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



THREE MONTHS ENDEDMARCH 31,2009
    
    
    2008AS ADJUSTED(NOTE 11)Revenues
    
    $
    667,098
    
    
    $
    601,247Costs and expenses:Cost of sales and services
    
    
    520,209
    
    
    
    445,085Selling, general and administrative expenses
    
    
    34,646
    
    
    
    32,107Depreciation and amortization expense
    
    
    28,022
    
    
    
    22,728Other operating income
    
    
    (676
    )
    
    
    (11
    )582,201
    
    
    
    499,909Operating income
    
    
    84,897
    
    
    
    101,338Interest expense
    
    
    (4,245
    )
    
    
    (6,699
    )Interest income
    
    
    318
    
    
    
    922Equity in earnings of unconsolidated affiliates
    
    
    460
    
    
    
    1,495Other income
    
    
    162
    
    
    
    361Income before income taxes
    
    
    81,592
    
    
    
    97,417Income tax expense
    
    
    (25,346
    )
    
    
    (31,747
    )Net income
    
    
    56,246
    
    
    
    65,670Less: Net income attributable to noncontrolling interest
    
    
    118
    
    
    
    140Net income attributable to Oil States International, Inc.
    
    $
    56,128
    
    
    $
    65,530Net income per share attributable to Oil States International,
Inc. common stockholdersBasic
    
    $
    1.13
    
    
    $
    1.33Diluted
    
    $
    1.13
    
    
    $
    1.29Weighted average number of common shares outstanding:Basic
    
    
    49,517
    
    
    
    49,422Diluted
    
    
    49,664
    
    
    
    50,900
 
 3




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##### Table of Contents



MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008AS ADJUSTED(NOTE 11)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    40,340
    
    
    $
    30,199Accounts receivable, net
    
    
    415,765
    
    
    
    575,982Inventories, net
    
    
    575,195
    
    
    
    612,488Prepaid expenses and other current assets
    
    
    17,625
    
    
    
    18,815Total current assets
    
    
    1,048,925
    
    
    
    1,237,484Property, plant, and equipment, net
    
    
    692,404
    
    
    
    695,338Goodwill, net
    
    
    303,931
    
    
    
    305,441Investments in unconsolidated affiliates
    
    
    6,289
    
    
    
    5,899Other non-current assets
    
    
    34,737
    
    
    
    54,356Total assets
    
    $
    2,086,286
    
    
    $
    2,298,518LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    209,112
    
    
    $
    371,789Income taxes
    
    
    16,994
    
    
    
    52,546Current portion of long-term debt
    
    
    4,940
    
    
    
    4,943Deferred revenue
    
    
    116,265
    
    
    
    105,640Other current liabilities
    
    
    687
    
    
    
    1,587Total current liabilities
    
    
    347,998
    
    
    
    536,505Long-term debt
    
    
    376,938
    
    
    
    449,058Deferred income taxes
    
    
    67,223
    
    
    
    64,780Other noncurrent liabilities
    
    
    12,077
    
    
    
    12,634Total liabilities
    
    
    804,236
    
    
    
    1,062,977Stockholders equity:Oil States International, Inc. stockholders equity:Common stock
    
    
    527
    
    
    
    526Additional paid-in capital
    
    
    456,105
    
    
    
    453,733Retained earnings
    
    
    957,129
    
    
    
    901,001Accumulated other comprehensive loss
    
    
    (40,230
    )
    
    
    (28,409
    )Treasury stock
    
    
    (92,107
    )
    
    
    (91,831
    )Total Oil States International, Inc. stockholders equity
    
    
    1,281,424
    
    
    
    1,235,020Noncontrolling interest
    
    
    626
    
    
    
    521Total stockholders equity
    
    
    1,282,050
    
    
    
    1,235,541Total liabilities and stockholders equity
    
    $
    2,086,286
    
    
    $
    2,298,518
 
 4




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##### Table of Contents



THREE MONTHSENDED MARCH 31,2009
    
    
    2008AS ADJUSTED(NOTE 11)Cash flows from operating activities:Net Income
    
    $
    56,246
    
    
    $
    65,670Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    28,022
    
    
    
    22,728Deferred income tax provision
    
    
    97
    
    
    
    5,087Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (649
    )Equity in earnings of unconsolidated subsidiaries, net of dividends
    
    
    (460
    )
    
    
    (1,495
    )Non-cash compensation charge
    
    
    2,901
    
    
    
    2,561Accretion of debt discount
    
    
    1,642
    
    
    
    1,529(Gain) loss on disposal of assets
    
    
    40
    
    
    
    (174
    )Other, net
    
    
    703
    
    
    
    635Changes in working capital
    
    
    8,590
    
    
    
    (17,511
    )Net cash flows provided by operating activities
    
    
    97,781
    
    
    
    78,381Cash flows from investing activities:Acquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (29,287
    )Capital expenditures
    
    
    (32,670
    )
    
    
    (60,845
    )Proceeds from note receivable
    
    
    21,166
    
    
    
    Other, net
    
    
    (2,706
    )
    
    
    502Net cash flows used in investing activities
    
    
    (14,210
    )
    
    
    (89,630
    )Cash flows from financing activities:Revolving credit borrowings (repayments)
    
    
    (72,560
    )
    
    
    9,812Debt repayments
    
    
    (111
    )
    
    
    (51
    )Issuance of common stock
    
    
    
    
    
    
    2,290Purchase of treasury stock
    
    
    
    
    
    
    (129
    )Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    649Other, net
    
    
    (275
    )
    
    
    (310
    )Net cash flows provided by (used in) financing activities
    
    
    (72,946
    )
    
    
    12,261Effect of exchange rate changes on cash
    
    
    (410
    )
    
    
    (353
    )Net increase in cash and cash equivalents from continuing operations
    
    
    10,215
    
    
    
    659Net cash used in discontinued operations  operating activities
    
    
    (74
    )
    
    
    (16
    )Cash and cash equivalents, beginning of period
    
    
    30,199
    
    
    
    30,592Cash and cash equivalents, end of period
    
    $
    40,340
    
    
    $
    31,235Non-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
    
    
    
    
    
    
    149,110
 
 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
  MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008Accounts receivable:Trade
    
    $
    349,064
    
    
    $
    456,975Unbilled revenue
    
    
    68,626
    
    
    
    119,907Other
    
    
    2,470
    
    
    
    3,268Total accounts receivable
    
    
    420,160
    
    
    
    580,150Allowance for doubtful accounts
    
    
    (4,395
    )
    
    
    (4,168
    )$
    415,765
    
    
    $
    575,982
 MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008Inventories:Tubular goods
    
    $
    369,329
    
    
    $
    396,462Other finished goods and purchased products
    
    
    70,654
    
    
    
    88,848Work in process
    
    
    70,420
    
    
    
    65,009Raw materials
    
    
    72,178
    
    
    
    68,881Total inventories
    
    
    582,581
    
    
    
    619,200Inventory reserves
    
    
    (7,386
    )
    
    
    (6,712
    )$
    575,195
    
    
    $
    612,488
 7




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ESTIMATED
    
    
    MARCH 31,
    
    
    DECEMBER 31,USEFUL LIFE
    
    
    2009
    
    
    2008Property, plant and equipment:Land
    
    
    
    
    
    $
    18,259
    
    
    $
    18,298Buildings and leasehold improvements
    
    3-50 years
    
    
    136,932
    
    
    
    135,080Machinery and equipment
    
    2-29 years
    
    
    276,201
    
    
    
    270,434Accommodations assets
    
    10-15 years
    
    
    307,854
    
    
    
    300,765Rental tools
    
    4-10 years
    
    
    146,907
    
    
    
    141,644Office furniture and equipment
    
    1-10 years
    
    
    26,807
    
    
    
    26,506Vehicles
    
    2-10 years
    
    
    69,779
    
    
    
    68,645Construction in progress
    
    
    
    
    
    
    47,068
    
    
    
    49,915Total property, plant and equipment
    
    
    
    
    
    
    1,029,807
    
    
    
    1,011,287Less: Accumulated depreciation
    
    
    
    
    
    
    (337,403
    )
    
    
    (315,949
    )$
    692,404
    
    
    $
    695,338
 MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008Accounts payable and accrued liabilities:Trade accounts payable
    
    $
    159,839
    
    
    $
    307,132Accrued compensation
    
    
    21,291
    
    
    
    35,864Accrued insurance
    
    
    8,086
    
    
    
    7,551Accrued taxes, other than income taxes
    
    
    6,039
    
    
    
    7,257Reserves related to discontinued operations
    
    
    2,470
    
    
    
    2,544Other
    
    
    11,387
    
    
    
    11,441$
    209,112
    
    
    $
    371,789
 4. EARNINGS PER SHARE
  THREE MONTHS ENDEDMARCH 31,2009
    
    2008AS ADJUSTED(NOTE 11)Basic earnings per share:Net income attributable to Oil States International, Inc.
    
    $
    56,128
    
    
    $
    65,530Weighted average number of shares outstanding
    
    
    49,517
    
    
    
    49,422Basic earnings per share
    
    $
    1.13
    
    
    $
    1.33Diluted earnings per share:Net income attributable to Oil States International, Inc.
    
    $
    56,128
    
    
    $
    65,530Weighted average number of shares outstanding
    
    
    49,517
    
    
    
    49,422Effect of dilutive securities:Options on common stock
    
    
    104
    
    
    
    4252 3/8% Convertible Senior Subordinated Notes
    
    
    
    
    
    
    943Restricted stock awards and other
    
    
    43
    
    
    
    110Total shares and dilutive securities
    
    
    49,664
    
    
    
    50,900Diluted earnings per share
    
    $
    1.13
    
    
    $
    1.29
  5. BUSINESS ACQUISITIONS AND GOODWILL
  8




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Balance as of
    
    
    Acquisitions
    
    
    Foreign currency
    
    
    Balance as ofJanuary 1,
    
    
    and
    
    
    translation and
    
    
    March 31,2009
    
    
    adjustments
    
    
    other changes
    
    
    2009Offshore Products
    
    $
    85,074
    
    
    $
    
    
    
    $
    (82
    )
    
    $
    84,992Well Site Services
    
    
    220,367
    
    
    
    
    
    
    
    (1,428
    )
    
    
    218,939Total
    
    $
    305,441
    
    
    $
    
    
    
    $
    (1,510
    )
    
    $
    303,931
 6. DEBT
  March 31,
    
    
    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 1.3% for the three month period
ended March 31, 2009
    
    $
    167,500
    
    
    $
    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 2.2% for the three month
period ended March 31, 2009
    
    
    47,611
    
    
    
    61,24423/8% contingent convertible senior subordinated notes, net   due 2025
    
    
    150,753
    
    
    
    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
    
    
    11,514
    
    
    
    13,147Total debt
    
    
    381,878
    
    
    
    454,001Less: current maturities
    
    
    (4,940
    )
    
    
    (4,943
    )Total long-term debt
    
    $
    376,938
    
    
    $
    449,058
    9




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7. COMPREHENSIVE INCOME AND CHANGES IN COMMON STOCK OUTSTANDING:
  THREE MONTHSENDED MARCH 31,2009
    
    
    2008As Adjusted(Note 11)Net income
    
    $
    56,246
    
    
    $
    65,670Other comprehensive loss:Cumulative translation adjustment
    
    
    (11,821
    )
    
    
    (12,496
    )Total other comprehensive loss
    
    
    (11,821
    )
    
    
    (12,496
    )Comprehensive income
    
    
    44,425
    
    
    
    53,174Comprehensive income attributable to noncontrolling interest
    
    
    (118
    )
    
    
    (140
    )Comprehensive income attributable to Oil States International, Inc.
    
    $
    44,307
    
    
    $
    53,034
 Shares of common stock outstanding  January 1, 2009
    
    
    49,500,708Shares issued upon exercise of stock options and vesting of stock awards
    
    
    89,935Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury
    
    
    (16,817
    )Shares of common stock outstanding  March 31, 2009
    
    
    49,573,826
 8. STOCK BASED COMPENSATION
   9. INCOME TAXES
  10. SEGMENT AND RELATED INFORMATION
  10




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Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsThree months ended March 31, 2009Well Site Services -Accommodations
    
    $
    141,831
    
    
    $
    8,441
    
    
    $
    48,244
    
    
    $
    12,235
    
    
    $
    496,805Rental tools
    
    
    71,726
    
    
    
    9,956
    
    
    
    3,644
    
    
    
    11,794
    
    
    
    455,535Drilling and other
    
    
    17,284
    
    
    
    6,433
    
    
    
    (3,494
    )
    
    
    5,212
    
    
    
    129,302Total Well Site Services
    
    
    230,841
    
    
    
    24,830
    
    
    
    48,394
    
    
    
    29,241
    
    
    
    1,081,642Offshore Products
    
    
    127,998
    
    
    
    2,694
    
    
    
    21,185
    
    
    
    3,068
    
    
    
    494,592Tubular Services
    
    
    308,259
    
    
    
    376
    
    
    
    22,911
    
    
    
    95
    
    
    
    494,713Corporate and Eliminations
    
    
    
    
    
    
    122
    
    
    
    (7,593
    )
    
    
    266
    
    
    
    15,339Total
    
    $
    667,098
    
    
    $
    28,022
    
    
    $
    84,897
    
    
    $
    32,670
    
    
    $
    2,086,286
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsThree months ended March 31, 2008Well Site Services -Accommodations
    
    $
    146,258
    
    
    $
    7,808
    
    
    $
    52,808
    
    
    $
    28,294
    
    
    $
    522,491Rental tools
    
    
    82,492
    
    
    
    7,836
    
    
    
    17,631
    
    
    
    17,508
    
    
    
    436,987Drilling and other (1)
    
    
    36,804
    
    
    
    4,037
    
    
    
    6,053
    
    
    
    9,757
    
    
    
    194,727Total Well Site Services
    
    
    265,554
    
    
    
    19,681
    
    
    
    76,492
    
    
    
    55,559
    
    
    
    1,154,205Offshore Products
    
    
    126,922
    
    
    
    2,653
    
    
    
    21,446
    
    
    
    4,824
    
    
    
    473,547Tubular Services
    
    
    208,771
    
    
    
    328
    
    
    
    9,521
    
    
    
    447
    
    
    
    359,810Corporate and Eliminations
    
    
    
    
    
    
    66
    
    
    
    (6,121
    )
    
    
    15
    
    
    
    16,116Total
    
    $
    601,247
    
    
    $
    22,728
    
    
    $
    101,338
    
    
    $
    60,845
    
    
    $
    2,003,678
 
 (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. 11. ADOPTION OF FSP APB 14-1
   11




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Three months ended March 31, 2008Prior to
    
    Effect ofadoption
    
    adoption
    
    As adjustedAs AdjustedInterest expense
    
    $
    5,227
    
    
    $
    1,472
    
    
    $
    6,699Income before income taxes
    
    
    98,889
    
    
    
    (1,472
    )
    
    
    97,417Net income
    
    
    66,607
    
    
    
    (937
    )
    
    
    65,670Net income attributable to Oil States International, Inc.
    
    $
    66,467
    
    
    $
    (937
    )
    
    $
    65,530Net income per share attributable to Oil States International
common stockholders:Basic
    
    $
    1.34
    
    
    $
    (0.01
    )
    
    $
    1.33Diluted
    
    $
    1.31
    
    
    $
    (0.02
    )
    
    $
    1.29
 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
    
    
    1,218,993
    
    
    
    16,027
    
    
    
    1,235,020Total stockholders equity
    
    
    1,219,514
    
    
    
    16,027
    
    
    
    1,235,541Total liabilities and stockholders equity
    
    $
    2,299,247
    
    
    $
    (729
    )
    
    $
    2,298,518
    March 31, 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
    
    
    (24,247
    )
    
    
    (25,890
    )Net carrying amount of the liability component
    
    $
    150,753
    
    
    $
    149,110
 12




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##### Table of Contents



Three months ended March 31,2009
    
    2008Interest expense
    
    $
    2,681
    
    
    $
    2,568
 March 31, 2009Remaining period over which discount will be amortized
    
    3.3 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 March 31, 2009, no shares would be issuable since the closing stock price of
$13.42 is less than the conversion price. 12. COMMITMENTS AND CONTINGENCIES
  13




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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
   14




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##### Table of Contents



Average Drilling Rig Count forThree Months EndedMarch 31,
    
    
    December 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2008U.S. Land
    
    
    1,269
    
    
    
    1,830
    
    
    
    1,711U.S. Offshore
    
    
    57
    
    
    
    68
    
    
    
    59Total U.S
    
    
    1,326
    
    
    
    1,898
    
    
    
    1,770Canada
    
    
    329
    
    
    
    408
    
    
    
    507Total North America
    
    
    1,655
    
    
    
    2,306
    
    
    
    2,277
        15




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##### Table of Contents



Consolidated Results of Operations (in millions)
 THREE MONTHS ENDEDMARCH 31,Variance2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %RevenuesWell Site Services -Accommodations
    
    $
    141.8
    
    
    $
    146.2
    
    
    $
    (4.4
    )
    
    
    (3
    %)Rental Tools
    
    
    71.7
    
    
    
    82.5
    
    
    
    (10.8
    )
    
    
    (13
    %)Drilling and Other
    
    
    17.3
    
    
    
    36.8
    
    
    
    (19.5
    )
    
    
    (53
    %)Total Well Site Services
    
    
    230.8
    
    
    
    265.5
    
    
    
    (34.7
    )
    
    
    (13
    %)Offshore Products
    
    
    128.0
    
    
    
    126.9
    
    
    
    1.1
    
    
    
    1
    %Tubular Services
    
    
    308.3
    
    
    
    208.8
    
    
    
    99.5
    
    
    
    48
    %Total
    
    $
    667.1
    
    
    $
    601.2
    
    
    $
    65.9
    
    
    
    11
    %Product costs; Service and other
costs (Cost of sales and service)Well Site Services -Accommodations
    
    $
    79.9
    
    
    $
    79.6
    
    
    $
    0.3
    
    
    
    0
    %Rental Tools
    
    
    49.8
    
    
    
    48.1
    
    
    
    1.7
    
    
    
    4
    %Drilling and Other
    
    
    13.6
    
    
    
    26.0
    
    
    
    (12.4
    )
    
    
    (48
    %)Total Well Site Services
    
    
    143.3
    
    
    
    153.7
    
    
    
    (10.4
    )
    
    
    (7
    %)Offshore Products
    
    
    95.4
    
    
    
    95.4
    
    
    
    0.0
    
    
    
    0
    %Tubular Services
    
    
    281.5
    
    
    
    196.0
    
    
    
    85.5
    
    
    
    44
    %Total
    
    $
    520.2
    
    
    $
    445.1
    
    
    $
    75.1
    
    
    
    17
    %Gross marginWell Site Services -Accommodations
    
    $
    61.9
    
    
    $
    66.6
    
    
    $
    (4.7
    )
    
    
    (7
    %)Rental Tools
    
    
    21.9
    
    
    
    34.4
    
    
    
    (12.5
    )
    
    
    (36
    %)Drilling and Other
    
    
    3.7
    
    
    
    10.8
    
    
    
    (7.1
    )
    
    
    (66
    %)Total Well Site Services
    
    
    87.5
    
    
    
    111.8
    
    
    
    (24.3
    )
    
    
    (22
    %)Offshore Products
    
    
    32.6
    
    
    
    31.5
    
    
    
    1.1
    
    
    
    3
    %Tubular Services
    
    
    26.8
    
    
    
    12.8
    
    
    
    14.0
    
    
    
    109
    %Total
    
    $
    146.9
    
    
    $
    156.1
    
    
    $
    (9.2
    )
    
    
    (6
    %)Gross margin as a percent of revenuesWell Site Services -Accommodations
    
    
    44
    %
    
    
    46
    %Rental Tools
    
    
    31
    %
    
    
    42
    %Drilling and Other
    
    
    21
    %
    
    
    29
    %Total Well Site Services
    
    
    38
    %
    
    
    42
    %Offshore Products
    
    
    25
    %
    
    
    25
    %Tubular Services
    
    
    9
    %
    
    
    6
    %Total
    
    
    22
    %
    
    
    26
    %
 THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THREE MONTHS ENDED MARCH 31, 2008
  Revenues.
 16




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##### Table of Contents



Cost of Sales and Service.
     Selling, General and Administrative Expenses.
 17




---



##### Table of Contents



Depreciation and Amortization.
 Operating Income.
 Interest Expense and Interest Income.
 Equity in Earnings of Unconsolidated Affiliates.
 Income Tax Expense.
 Liquidity and Capital Resources
     18




---



##### Table of Contents



Stock Repurchase Program.
 Credit Facility.
 19




---



##### Table of Contents



Critical Accounting Policies
   Accounting for Contingencies
  Tangible and Intangible Assets, including Goodwill
  20




---



##### Table of Contents



Revenue and Cost Recognition
  Valuation Allowances
  Estimation of Useful Lives
  21




---



##### 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.
 22




---



##### Table of Contents



Changes in Internal Control over Financial Reporting.
 23




---



##### 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
    
    ProgramJanuary 1, 2009 -
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188January 31, 2009February 1, 2009 -
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188February 28, 2009March 1, 2009 -
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188
    (1)March 31, 2009Total
    
    
    
    
    
    
    
    
    
    
    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
  24




---



##### Table of Contents



ITEM 5. Other Information
  
 ITEM 6. 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).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. 25




---



##### Table of Contents



SIGNATURES
  OIL STATES INTERNATIONAL, INC.Date:             May 8, 2009
    By
    /s/  BRADLEY J. DODSONBradley J. DodsonVice President, Chief Financial Officer and
Treasurer (Duly Authorized Officer and
Principal Financial Officer)Date:             May 8, 2009
    By
    /s/  ROBERT W. HAMPTONRobert W. HamptonSenior Vice President  Accounting and
Secretary (Duly Authorized Officer and
Chief Accounting Officer) 26




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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.