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SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2009
    Commission file
    no. 1-16337
 Oil States International,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  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)
 Registrants telephone number, including area code:
 (713) 652-0582
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $.01 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    Voting common stock (as of June 30, 2009)

$
1,203,768,904
     As of February 16, 2010

Common Stock, par value $.01 per share

49,859,479 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K, Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.

Business


2-15Item 1A.

Risk Factors


15-26Item 1B.

Unresolved Staff Comments


26Item 2.

Properties


26-27Item 3.

Legal Proceedings


27Item 4.

Submission of Matters to a Vote of Security
    Holders


27PART IIItem 5.

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


28-30Item 6.

Selected Financial Data


30-32Item 7.

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


32-46Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


46-47Item 8.

Financial Statements and Supplementary Data


47Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


47Item 9A.

Controls and Procedures


47-48Item 9B.

Other Information


48PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


48Item 11.

Executive Compensation


48Item 12.

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


49Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


49Item 14.

Principal Accountant Fees and Services


49PART IVItem 15.

Exhibits and Financial Statement Schedules


49-52SIGNATURES


53INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


54EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2   1




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PART I  This Annual Report on
    Form 10-K
    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. 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 1. Business including the risk factors
    discussed therein and the financial statement line item
    discussions set forth in Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations below.
  Cautionary
    Statement Regarding Forward-Looking Statements
  Form 10-K,
    
    the level of demand for and supply of oil and natural gas;
    fluctuations in the current and future prices of oil and natural
    gas;
    the level of drilling and completion activity;
    the level of offshore oil and natural gas developmental
    activities;
    the level of activity and developments in the Canadian oil sands;
    general economic conditions and the pace of recovery from the
    recent recession;
    our ability to find and retain skilled personnel;
    the availability and cost of capital; and
    the other factors identified under the caption Risks
    Factors.  Item 1.
    Business  Our
    Company
   2




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Available
    Information
  www.oilstatesintl.com Form 10-K. Form 10-K, Form 10-Q Form 8-K, 1-800-SEC-0330. http://www.sec.gov. Form 10-K.
  Our
    Background
  Form 10-K,
  Our
    Business Strategy
    Capital
    Spending and Acquisitions
   3




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Our
    Industry
  Form 10-K
    year-over-year
 4




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Well Site
    Services
  Overview
    Well
    Site Services Market
      Products
    and Services
  Drilling Services.
 5




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and/or
    Rental Equipment.
  
    wireline and coiled tubing pressure control equipment;
    wellhead isolation equipment;
    pipe recovery systems;
    thru-tubing fishing services;
    hydraulic chokes and manifolds;
    blow out preventers;
    well testing equipment, including separators and line heaters;
    gravel pack operations on well bores; and
    surface control equipment and down-hole tools utilized by coiled
    tubing operators.    Accommodations.
   6




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Offshore
    Products
  Overview
    Offshore
    Products Market
   7




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Products
    and Services
    Offshore Development and Drilling
    Activities. jack-up
  
    flexible bearings and connector products;
    subsea pipeline products;
    marine winches, mooring and lifting systems and rig equipment;
    conductor casing connections and pipe;
    drilling riser repair services;
    blowout preventer stack assembly, integration, testing and
    repair services; and
    other products and services.  Flexible Bearings and Connector Products. ® ® ®
  ® ®
  Subsea Pipeline Products.
  
    pipeline end manifolds, pipeline end terminals;
    midline tie-in sleds;
    forged steel Y-shaped connectors for joining two pipelines into
    one; 8




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
    pressure-balanced safety joints for protecting pipelines and
    related equipment from anchor snags or a shifting sea-bottom;
    electrical isolation joints; and
    hot tap clamps that allow new pipelines to be joined into
    existing lines without interrupting the flow of petroleum
    product.  ® metal-to-metal hook-up ®
    
    repair clamps used to seal leaks and restore the structural
    integrity of a pipeline;
    mechanical connectors used in repairing subsea pipelines without
    having to weld;
    flanges used to correct misalignment and swivel ring
    flanges; and
    pipe recovery tools for recovering dropped or damaged pipelines.  Marine Winches, Mooring and Lifting Systems and Rig
    Equipment. ® jack-ups, ®
  BOP Stack Assembly, Integration, Testing and Repair
    Services.
    
    elastomer consumable downhole products for onshore drilling and
    production;
    sound and vibration isolation equipment for the U.S. Navy
    submarine fleet;
    metal-elastomeric
    FlexJoints®

    used in a variety of naval and marine applications; and
    drum-clutches and brakes for heavy-duty power transmission in
    the mining, paper, logging and marine industries.  Backlog. and/or
 9




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Regions
    of Operations
    Customers
    and Competitors
    Tubular
    Services
  Overview
    
    distribute a broad range of casing and tubing;
    provide threading, logistical and inventory management
    services; and
    offer
    e-commerce
    pricing, ordering, tracking and financial reporting capabilities.    OCTG
    Market
     10




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Products
    and Services
  Tubular Products and Services.
  on-the-ground
  A-Z
    Terminal. A-Z A-Z
  A-Z
  Other Facilities.
  Tubular Products and Services Sales
    Arrangements.
  Regions
    of Operations
    Suppliers
    and Competitors
    Seasonality
    of Operations
   11




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Employees
    Government
    Regulation
        and/or
 12




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and/or
   13




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cap-and-trade cap-and-trade
     14




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cap-and-trade
      Item 1A.
    Risk
    Factors  Our
    Business is Subject to a Number of Economic Risks
   15




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and/or
  Decreased
    oil and gas industry expenditure levels will adversely affect
    our results of operations.
    
    the level of drilling activity;
    the level of production;
    the levels of oil and natural gas inventories;
    depletion rates;
    the worldwide demand for oil and natural gas;
    the expected cost of developing new reserves;
    delays in major offshore and onshore oil and natural gas field
    development timetables;
    the actual cost of finding and producing oil and natural gas;
    the level of activity and developments in the Canadian oil sands;
    the availability of attractive oil and natural gas field
    prospects which may be affected by governmental actions or
    environmental activists which may restrict drilling;
    the availability of transportation infrastructure, refining
    capacity and shifts in end-customer preferences toward fuel
    efficiency and the use of natural gas;
    global weather conditions and natural disasters;
    worldwide economic activity including growth in underdeveloped
    countries, including China and India;
    national government political requirements, including the
    ability of the Organization of Petroleum Exporting Companies
    (OPEC) to set and maintain production levels and prices for oil
    and government policies which could nationalize or expropriate
    oil and natural gas exploration, production, refining or
    transportation assets;
    the level of oil and gas production by non-OPEC countries;
    the impact of armed hostilities involving one or more oil
    producing nations; 16




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
    rapid technological change and the timing and extent of
    alternative energy sources, including liquefied natural gas
    (LNG) or other alternative fuels;
    environmental regulation; and
    domestic and foreign tax policies.  Our
    business may be adversely affected by extended periods of low
    oil prices or unsuccessful exploration results may decrease
    deepwater exploration and production activity or oil sands
    development and production in Canada.
    Because
    the oil and gas industry is cyclical, our operating results may
    fluctuate.
    The
    cyclical nature of our business and a severe prolonged downturn
    could negatively affect the value of our goodwill.
    
    global economic conditions deteriorate;
    the outlook for future profits and cash flow for any of our
    reporting units deteriorate as the result of many possible
    factors, including, but not limited to, increased or
    unanticipated competition, further reductions in customer
    capital spending plans, loss of key personnel, adverse legal or
    regulatory judgment(s), future operating losses at a reporting
    unit, downward forecast revisions, or restructuring plans;
    costs of equity or debt capital increase further; or
    valuations for comparable public companies or comparable
    acquisition valuations deteriorate further. 17




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The
    level and pricing of tubular goods imported into the United
    States could decrease demand for our tubular goods inventory and
    adversely impact our results of operations. Also, if steel mills
    were to sell a substantial amount of goods directly to end users
    in the United States, our results of operations could be
    adversely impacted.
      If we
    were to lose a significant supplier of our tubular goods, we
    could be adversely affected.
    Our
    operations may suffer due to increased industry-wide capacity of
    certain types of equipment or assets.
      Development
    of permanent infrastructure in the oil sands region could
    negatively impact our accommodations business.
   18




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We do
    business in international jurisdictions whose political and
    regulatory environments and compliance regimes differ from those
    in the United States.
    
    war and civil disturbances or other risks that may limit or
    disrupt markets;
    expropriation, confiscation or nationalization of assets;
    renegotiation or nullification of existing contracts;
    foreign exchange restrictions;
    foreign currency fluctuations;
    foreign taxation;
    the inability to repatriate earnings or capital;
    changing political conditions;
    changing foreign and domestic monetary policies;
    social, political, military and economic situations in foreign
    areas where we do business and the possibilities of war, other
    armed conflict or terrorist attacks; and
    regional economic downturns.    non-U.S. competitors
    We
    might be unable to employ a sufficient number of technical
    personnel.
   19




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Our
    inability to control the inherent risks of acquiring and
    integrating businesses could adversely affect our
    operations.
      
    retaining key employees of acquired businesses;
    retaining and attracting new customers of acquired businesses;
    retaining supply and distribution relationships key to the
    supply chain;
    increased administrative burden;
    developing our sales and marketing capabilities;
    managing our growth effectively;
    potential impairment resulting from the overpayment for an
    acquisition;
    integrating operations;
    operating a new line of business; and
    increased logistical problems common to large, expansive
    operations.    We are
    subject to extensive and costly environmental laws and
    regulations that may require us to take actions that will
    adversely affect our results of operations.
      
    issuance of administrative, civil and criminal penalties;
    denial or revocation of permits or other authorizations; 20




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
    reduction or cessation in operations; and
    performance of site investigatory, remedial or other corrective
    actions.  We may
    be exposed to certain regulatory and financial risks related to
    climate change.
      
    result in increased costs associated with our operations and our
    customers operations;
    increase other costs to our business;
    adversely impact overall drilling activity in the areas in which
    we operate;
    reduce the demand for carbon-based fuels; and
    reduce the demand for our services.    Federal
    legislation and state legislative and regulatory initiatives
    relating to hydraulic fracturing could result in increased costs
    and additional operating restrictions or delays as well as
    adversely affect our services.
   21




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We may
    not have adequate insurance for potential
    liabilities.
    
    we may not be able to continue to obtain insurance on
    commercially reasonable terms;
    we may be faced with types of liabilities that will not be
    covered by our insurance, such as damages from environmental
    contamination or terrorist attacks;
    the dollar amount of any liabilities may exceed our policy
    limits;
    the counterparties to our insurance contracts may pose credit
    risks; and
    we may incur losses from interruption of our business that
    exceed our insurance coverage.    We are
    subject to litigation risks that may not be covered by
    insurance.
    We
    might be unable to compete successfully with other companies in
    our industry.
    Our
    concentration of customers in one industry may impact overall
    exposure to credit risk.
   22




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We
    have a significant concentration of our accommodations business
    located in the oil sands region of Alberta,
    Canada.
    Our
    common stock price has been volatile.
    We may
    assume contractual risk in developing, manufacturing and
    delivering products in our offshore products business
    segment.
        Our
    backlog is subject to unexpected adjustments and cancellations
    and is, therefore, an imperfect indicator of our future revenues
    and earnings.
    and/or
 23




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We are
    susceptible to seasonal earnings volatility due to adverse
    weather conditions in our regions of operations.
    Our
    oilfield operations involve a variety of operating hazards and
    risks that could cause losses.
    We
    might be unable to protect our intellectual property
    rights.
  ®
  If we
    do not develop new competitive technologies and products, our
    business and revenues may be adversely affected.
   24




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Loss
    of key members of our management could adversely affect our
    business.
    We are
    exposed to the credit risk of our customers and other
    counterparties, and a general increase in the nonpayment and
    nonperformance by counterparties could have an adverse impact on
    our cash flows, results of operations and financial
    condition.
    During
    periods of strong demand, we may be unable to obtain critical
    project materials on a timely basis.
    Employee
    and customer labor problems could adversely affect
    us.
    Provisions
    contained in our certificate of incorporation and bylaws could
    discourage a takeover attempt, which may reduce or eliminate the
    likelihood of a change of control transaction and, therefore,
    the ability of our stockholders to sell their shares for a
    premium.
   25




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Currently
    proposed legislative changes could materially, negatively impact
    the Company, increase the costs of doing business and the demand
    for our products.
    
    cap and trade system for emissions;
    increase environmental limits on exploration and production
    activities;
    repeal of expensing of intangible drilling costs;
    increase of the amortization period for geological and
    geophysical costs to seven years;
    repeal of percentage depletion;
    limits on hydraulic fracturing or disposal of hydraulic
    fracturing fluids;
    repeal of the domestic manufacturing deduction for oil and
    natural gas production;
    repeal of the passive loss exception for working interests in
    oil and natural gas properties;
    repeal of the credits for enhanced oil recovery projects and
    production from marginal wells;
    repeal of the deduction for tertiary injectants;
    changes to the foreign tax credit limitation
    calculation; and
    changes to healthcare rules and regulations.  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    ApproximateSquareLocation

Footage/Acreage


DescriptionUnited States:Houston, Texas (lease)


15,829


Principal executive officesArlington, Texas


11,264


Offshore products business officeArlington, Texas


36,770


Offshore products business office and warehouseArlington, Texas


55,853


Offshore products manufacturing facilityArlington, Texas (lease)


63,272


Offshore products manufacturing facilityArlington, Texas


44,780


Elastomer technology center for offshore productsArlington, Texas


60,000


Molding and aerospace facilities for offshore productsHouston, Texas (lease)


52,000


Offshore products business officeHouston, Texas


25 acres


Offshore products manufacturing facility and yardHouston, Texas


22 acres


Offshore products manufacturing facility and yardLampasas, Texas


48,500


Molding facility for offshore productsLampasas, Texas (lease)


20,000


Warehouse for offshore productsTulsa, Oklahoma


74,600


Molding facility for offshore productsTulsa, Oklahoma (lease)


14,000


Molding facility for offshore productsHouma, Louisiana


40 acres


Offshore products manufacturing facility and yardHouma, Louisiana (lease)


20,000


Offshore products manufacturing facility and yardHouston, Texas (lease)


9,945


Tubular services business officeTulsa, Oklahoma (lease)


11,955


Tubular services business officeMidland, Texas


60 acres


Tubular yardGodley, Texas


31 acres


Tubular yardCrosby, Texas


109 acres


Tubular yardSearcy, Arkansas


14 acres


Tubular yard 26




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ApproximateSquareLocation

Footage/Acreage


DescriptionBelle Chasse, Louisiana (own and lease)


427,020


Accommodations manufacturing facility and yard for well site
    servicesOdessa, Texas


22 acres


Office and warehouse in support of drilling operations for well
    site servicesWooster, Ohio (lease)


4 acres


Office and warehouse in support of drilling operationsCasper, Wyoming


7 acres


Office, shop and yard in support of drilling operationsCanada:Nisku, Alberta


9 acres


Accommodations manufacturing facility for well site servicesSpruce Grove, Alberta


15,000


Accommodations facility and equipment yard for well site servicesGrande Prairie, Alberta


15 acres


Accommodations facility and equipment yard for well site servicesGrimshaw, Alberta (lease)


20 acres


Accommodations equipment yard for well site servicesEdmonton, Alberta


33 acres


Accommodations manufacturing facility for well site servicesEdmonton, Alberta (lease)


86,376


Accommodations office and warehouse for well site servicesEdmonton, Alberta (lease)


16,130


Accommodations office for well site servicesFort McMurray, Alberta (Beaver River and Athabasca Lodges)
    (lease)


128 acres


Accommodations facility for well site servicesFort McMurray, Alberta (Wapasu Lodge)(lease)


80 acres


Accommodations facility for well site servicesFort McMurray, Alberta (Conklin Lodge)(lease)


135 acres


Accommodations facility for well site servicesFort McMurray, Alberta (Christina Lake Lodge)


45 acres


Accommodations facility for well site servicesOther International:Aberdeen, Scotland (lease)


15 acres


Offshore products manufacturing facility and yardBathgate, Scotland


3 acres


Offshore products manufacturing facility and yardBarrow-in-Furness,
    England (own and lease)


162,482


Offshore products service facility and yardSingapore (lease)


155,398


Offshore products manufacturing facilitySingapore (lease)


71,516


Offshore products manufacturing facilityMacae, Brazil (lease)


6 acres


Offshore products manufacturing facility and yardRayong Province, Thailand (lease)


28,000


Offshore products service facility     Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   27




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder
    Matters, and Issuer Purchases of Equity Securities  Common
    Stock Information
  Form 10-K,
    Sales PriceHigh


Low2008:First Quarter

$
45.88


$
30.94Second Quarter


64.37



44.42Third Quarter


64.84



32.39Fourth Quarter


35.35



14.722009:First Quarter

$
22.50


$
11.14Second Quarter


29.13



13.00Third Quarter


35.61



21.79Fourth Quarter


40.27



32.652010:First Quarter (through February 16, 2010)

$
43.20


$
33.65    28




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PERFORMANCE
    GRAPH
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among Oil States International, Inc., The S&P 500 Index
    And The PHLX Oil Service Sector Index
  
   Cumulative Total Return12/04


12/05


12/06


12/07


12/08


12/09OIL STATES INTERNATIONAL, INC.


$
100.00



$
164.23



$
167.08



$
176.88



$
96.89



$
203.68S & P 500



100.00




104.91




121.48




128.16




80.74




102.11PHLX OIL SERVICE SECTOR (OSX)



100.00




150.07




169.79




251.32




100.69




163.60     *
    
    $100 invested on 12/31/04 in stock or index-including
    reinvestment of dividends. Fiscal year ending December 31.(1)
    
    This graph is not soliciting material, is not deemed
    filed with the SEC and is not to be incorporated by reference in
    any filing by us under the Securities Act of 1933, as amended
    (the Securities Act), or the Exchange Act, whether made before
    or after the date hereof and irrespective of any general
    incorporation language in any such filing.(2)
    
    The stock price performance shown on the graph is not
    necessarily indicative of future price performance. Information
    used in the graph was obtained from Research Data Group, Inc., a
    source believed to be reliable, but we are not responsible for
    any errors or omissions in such information.  ©
 29




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Equity
    Compensation Plans
    Unregistered
    Sales of Equity Securities and Use of Proceeds
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchases
    Item 6.
    Selected
    Financial Data  Form 10-K.
  Selected
    Financial Data
    (In thousands, except per share amounts)
  Year Ended December 31,2009


2008(3)


2007(3)


2006(3)


2005(3)Statements of Operations Data:Revenues

$
2,108,250


$
2,948,457


$
2,088,235


$
1,923,357


$
1,531,636Costs and Expenses:Product costs, service and other costs


1,640,198



2,234,974



1,602,213



1,467,988



1,206,187Selling, general and administrative


139,293



143,080



118,421



107,216



84,672Depreciation and amortization


118,108



102,604



70,703



54,340



46,704Impairment of goodwill


94,528



85,630











Other operating income


(2,606
)


(1,586
)


(888
)


(4,124
)


(488
)Operating income


118,729



383,755



297,786



297,937



194,561Interest expense


(15,266
)


(23,585
)


(23,610
)


(24,608
)


(16,508
)Interest income


380



3,561



3,508



2,506



475Equity in earnings of unconsolidated affiliates


1,452



4,035



3,350



7,148



1,276Gain on sale of workover services business and resulting equity
    investment






6,160



12,774



11,250



Other income (expense)


414



(476
)


1,213



2,290



120Income before income taxes


105,709



373,450



295,021



296,523



179,924Income tax expense(1)


(46,097
)


(154,151
)


(94,945
)


(102,119
)


(59,748
)Net income

$
59,612


$
219,299


$
200,076


$
194,404


$
120,176Less: Net income attributable to noncontrolling interest


498



446



284



94



23Net income attributable to Oil States International, Inc.

$
59,114


$
218,853


$
199,792


$
194,310


$
120,153 30




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Year Ended December 31,2009


2008(3)


2007(3)


2006(3)


2005(3)Net income per share attributable to Oil States International,
    Inc:Basic

$
1.19


$
4.41


$
4.04


$
3.92


$
2.44Diluted

$
1.18


$
4.26


$
3.92


$
3.83


$
2.38Average common shares outstanding Basic


49,625



49,622



49,500



49,519



49,344Diluted


50,219



51,414



50,911



50,773



50,479   Year Ended December 31,2009


2008


2007


2006


2005Other Data:EBITDA, as defined(2)

$
238,205


$
495,632


$
385,542


$
372,871


$
242,638Capital expenditures, including capitalized interest


124,488



247,384



239,633



129,591



83,392Acquisitions of businesses, net of cash acquired


(18
)


29,835



103,143



99



147,608Net cash provided by operating activities


453,362



257,464



247,899



137,367



33,398Net cash used in investing activities, including capital
    expenditures


(102,608
)


(246,094
)


(310,836
)


(114,248
)


(229,881
)Net cash provided by (used in) financing activities


(296,773
)


(1,666
)


60,632



(11,201
)


195,269   At December 31,2009


2008(3)


2007(3)


2006(3)


2005(3)Balance Sheet Data:Cash and cash equivalents

$
89,742


$
30,199


$
30,592


$
28,396


$
15,298Total current assets


925,568



1,237,484



865,667



783,989



663,744Net property, plant and equipment


749,601



695,338



586,910



358,716



310,452Total assets


1,932,386



2,298,518



1,928,669



1,569,908



1,341,461Long-term debt and capital leases, excluding current portion


164,074



449,058



454,929



353,706



358,640Total stockholders equity


1,382,066



1,235,541



1,105,058



863,522



660,903     (1)
    
    Our effective tax rate increased in 2008 and 2009 due to the
    impairment of non-deductible goodwill and was lowered by the
    recognition of the benefit of our net operating loss carry
    forwards in 2005.(2)
    
    The term EBITDA as defined consists of net income plus interest,
    taxes, depreciation and amortization. EBITDA as defined is not a
    measure of financial performance under generally accepted
    accounting principles. You should not consider it in isolation
    from or as a substitute for net income or cash flow measures
    prepared in accordance with generally accepted accounting
    principles or as a measure of profitability or liquidity.
    Additionally, EBITDA as defined may not be comparable to other
    similarly titled measures of other companies. The Company has
    included EBITDA as defined as a supplemental disclosure because
    its management believes that EBITDA as defined provides useful
    information regarding its ability to service debt and to fund
    capital expenditures and provides investors a helpful measure
    for comparing its operating performance with the performance of
    other companies that have different financing and capital
    structures or tax rates. The Company uses EBITDA as defined to
    compare and to monitor the performance of its business segments
    to other comparable public companies and as one of the primary
    measures to benchmark for the award of incentive compensation
    under its annual incentive compensation plan. 31




---



##### Table of Contents



(3)
    
    See Note 16 to the Consolidated Financial Statements
    included in this Annual Report on Form
    10-K
    regarding the adoption of a new accounting standard on
    accounting for convertible debt.    Year Ended December 31,2009


2008(1)


2007(1)


2006(1)


2005(1)Net income attributable to Oil States International, Inc.

$
59,114


$
218,853


$
199,792


$
194,310


$
120,153Depreciation and amortization


118,108



102,604



70,703



54,340



46,704Interest expense, net


14,886



20,024



20,102



22,102



16,033Income taxes


46,097



154,151



94,945



102,119



59,748EBITDA, as defined

$
238,205


$
495,632


$
385,542


$
372,871


$
242,638     (1)
    
    See Note 16 to the Consolidated Financial Statements
    included in this Annual Report on
    Form 10-K
    regarding the adoption of a new accounting standard on
    accounting for convertible debt.  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  Overview
   32




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##### Table of Contents



Average Rig Count forYear Ended December 31,2009


2008


2007


2006


2005U.S. Land


1,042



1,813



1,695



1,559



1,294U.S. Offshore


44



65



73



90



89Total U.S.


1,086



1,878



1,768



1,649



1,383Canada


221



379



343



470



458Total North America


1,307



2,257



2,111



2,119



1,841       and/or
   33




---



##### Table of Contents



Form 10-K.
          and/or
 34




---



##### Table of Contents



Consolidated
    Results of Operations (in millions)
  Year EndedDecember 31,Variance





Variance2009 vs. 2008





2008 vs. 20072009


2008


$


%


2007


$


%RevenuesWell Site Services Accommodations

$
481.4


$
427.1


$
54.3



13
%

$
312.8


$
114.3



37
%Rental Tools


234.1



355.8



(121.7
)


(34
)%


260.4



95.4



37
%Drilling and Other


71.2



177.4



(106.2
)


(60
)%


143.2



34.2



24
%Total Well Site Services


786.7



960.3



(173.6
)


(18
)%


716.4



243.9



34
%Offshore Products


509.4



528.2



(18.8
)


(4
)%


527.8



0.4



0
%Tubular Services


812.2



1,460.0



(647.8
)


(44
)%


844.0



616.0



73
%Total

$
2,108.3


$
2,948.5


$
(840.2
)


(28
)%

$
2,088.2


$
860.3



41
%Product costs; Service and other costs (Cost of sales and
    service)Well Site Services Accommodations

$
278.7


$
245.6


$
33.1



13
%

$
182.1


$
63.5



35
%Rental Tools


169.6



207.3



(37.7
)


(18
)%


135.5



71.8



53
%Drilling and Other


58.2



114.2



(56.0
)


(49
)%


88.3



25.9



29
%Total Well Site Services


506.5



567.1



(60.6
)


(11
)%


405.9



161.2



40
%Offshore Products


377.1



394.2



(17.1
)


(4
)%


403.1



(8.9
)


(2
)%Tubular Services


756.6



1,273.7



(517.1
)


(41
)%


793.2



480.5



61
%Total

$
1,640.2


$
2,235.0


$
(594.8
)


(27
)%

$
1,602.2


$
632.8



39
%Gross marginWell Site Services Accommodations

$
202.7


$
181.5


$
21.2



12
%

$
130.7


$
50.8



39
%Rental Tools


64.5



148.5



(84.0
)


(57
)%


124.9



23.6



19
%Drilling and Other


13.0



63.2



(50.2
)


(79
)%


54.9



8.3



15
%Total Well Site Services


280.2



393.2



(113.0
)


(29
)%


310.5



82.7



27
%Offshore Products


132.3



134.0



(1.7
)


(1
)%


124.7



9.3



7
%Tubular Services


55.6



186.3



(130.7
)


(70
)%


50.8



135.5



267
%Total

$
468.1


$
713.5


$
(245.4
)


(34
)%

$
486.0


$
227.5



47
%Gross margin as a percentage of revenuesWell Site Services Accommodations


42
%


42
%










42
%Rental Tools


28
%


42
%










48
%Drilling and Other


18
%


36
%










38
%Total Well Site Services


36
%


41
%










43
%Offshore Products


26
%


25
%










24
%Tubular Services


7
%


13
%










6
%Total


22
%


24
%










23
%  35




---



##### Table of Contents



YEAR
    ENDED DECEMBER 31, 2009 COMPARED TO YEAR ENDED DECEMBER 31,
    2008
  Form 10-K.
  Revenues.
  year-over-year
            Cost of Sales and Service.
   36




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  Depreciation and Amortization.
  Impairment of Goodwill. Form 10-K.
  Operating Income.
  Gain on Sale of Investment. Form 10-K.
  Interest Expense and Interest Income. Form 10-K.
  Equity in Earnings of Unconsolidated
    Affiliates.
  Income Tax Expense.
  YEAR
    ENDED DECEMBER 31, 2008 COMPARED TO YEAR ENDED DECEMBER 31,
    2007
   37




---



##### Table of Contents



Form 10-K. Form 10-K.
  Revenues.
              Cost of Sales and Service.
        Selling, General and Administrative
    Expenses.
 38




---



##### Table of Contents



Depreciation and Amortization.
  Impairment of Goodwill. Form 10-K.
  Operating Income.
  Gain on Sale of Investment. Form 10-K.
  Interest Expense and Interest Income. Form 10-K.
  Equity in Earnings of Unconsolidated
    Affiliates.
  Income Tax Expense.
  Liquidity
    and Capital Resources
    Form 10-K.
   39




---



##### Table of Contents



Form 10-K.
        and/or
  Stock Repurchase Program.
 40




---



##### Table of Contents



Credit Facility.
      Contingent Convertible Notes. 3 8 3 8 3 8 3 8 3 8 Form 10-K.
  3 8 3 8
 41




---



##### Table of Contents



Form 10-K.
  3 8 Form 10-K.
  Contractual Cash Obligations.
  Due in less


Due in


Due in


Due afterDecember 31, 2009

Total


than 1 year


1-3 years


3 - 5 years


5 yearsContractual obligations:Total debt, including capital leases(1)

$
164,538


$
464


$
156,760


$
621


$
6,693Non-cancelable operating leases


21,573



6,100



6,728



4,638



4,107Purchase obligations


220,746



220,746











Total contractual cash obligations

$
406,857


$
227,310


$
163,488


$
5,259


$
10,800     (1)
    
    Excludes interest on debt.  Form 10-K. 3 8
  Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Tax
    Matters
       42




---



##### Table of Contents



Critical
    Accounting Policies
      Accounting
    for Contingencies
    Tangible
    and Intangible Assets, including Goodwill
       43




---



##### Table of Contents



Revenue
    and Cost Recognition
  percentage-of-completion
  Valuation
    Allowances
  Form 10-K
  Estimation
    of Useful Lives
    Stock
    Based Compensation
    Income
    Taxes
   44




---



##### Table of Contents



Recent
    Accounting Pronouncements
        not-for-profit
  3 8
 45




---



##### Table of Contents



Form 10-K.
              ITEM 7A.
    Quantitative
    And Qualitative Disclosures About Market Risk  Interest Rate Risk.
  Foreign Currency Exchange Rate Risk.
 46




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  (i)
    Evaluation
    of Disclosure Controls and Procedures  Evaluation of Disclosure Controls and
    Procedures. Form 10-K, Rule 13a-15(e)
    (ii)
    Internal
    Control Over Financial Reporting  (a)
    Managements
    annual report on internal control over financial
    reporting.  Rules 13a-15(f) 15d-15(f)
 47




---



##### Table of Contents



(b)
    Attestation
    report of the registered public accounting firm.  Form 10-K
  (c)
    Changes
    in internal control over financial reporting.  Rule 13a-15(f)
  Item 9B.
    Other
    Information  Form 8-K Form 8-K
 PART III  Item 10.
    Director,
    Executive Officers and Corporate Governance        Item 11.
    Executive
    Compensation   48




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)
    Index to Financial Statements, Financial Statement Schedules and
    Exhibits  Financial Statements: Form 10-K.
  Financial Statement Schedules:
  Index of Exhibits: Form 10-K Regulation S-K.
  (b)
    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,
    as filed with the Commission on November 7, 2000 (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). 49




---



##### Table of Contents



Exhibit No.



Description4
.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
    Exhibit 4.4 to Oil States Current Report on
    Form 8-K
    as 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
    Exhibit 4.5 to Oil States Current Report on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    June 23, 2005).4
.6



Global Notes representing $175,000,000 aggregate principal
    amount of
    23/8%
    Contingent Convertible Senior Notes due 2025 (incorporated by
    reference to Section 2.2 of Exhibit 4.5 to Oil
    States Current Reports on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    June 23, 2005 and July 13, 2005).10
.1



Combination Agreement dated as of July 31, 2000 by and
    among Oil States International, Inc., HWC Energy Services, Inc.,
    Merger
    Sub-HWC,
    Inc., Sooner Inc., Merger
    Sub-Sooner,
    Inc. and PTI Group Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys Registration Statement
    on
    Form S-1,
    as filed with the Commission on November 7, 2000 (File
    No. 333-43400)).10
.2



Plan of Arrangement of PTI Group Inc. (incorporated by reference
    to Exhibit 10.2 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).10
.3



Support Agreement between Oil States International, Inc. and PTI
    Holdco (incorporated by reference to Exhibit 10.3 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).10
.4



Voting and Exchange Trust Agreement by and among Oil States
    International, Inc., PTI Holdco and Montreal Trust Company
    of Canada (incorporated by reference to Exhibit 10.4 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).10
.5**



Second Amended and Restated 2001 Equity Participation Plan
    effective March 30, 2009 (incorporated by reference to
    Exhibit 10.5 to Oil States Current Report on
    Form 8-K,
    as filed with the Commission on April 2, 2009).10
.6**



Deferred Compensation Plan effective November 1, 2003
    (incorporated by reference to Exhibit 10.6 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed with the
    Commission on March 5, 2004).10
.7**



Annual Incentive Compensation Plan (incorporated by reference to
    Exhibit 10.7 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).10
.8**



Executive Agreement between Oil States International, Inc. and
    Cindy B. Taylor (incorporated by Reference to Exhibit 10.9
    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).10
.9**



Form of Executive Agreement between Oil States International,
    Inc. and Named Executive Officer (Mr. Hughes) (incorporated
    by reference to Exhibit 10.10 of the Companys
    Registration Statement on
    Form S-1,
    as filed with the Commission on December 12, 2000 (File
    No. 333-43400)).10
.10**



Form of Change of Control Severance Plan for Selected Members of
    Management (incorporated by reference to Exhibit 10.11 of
    the Companys Registration Statement on
    Form S-1,
    as filed with the Commission on December 12, 2000 (File
    No. 333-43400)).10
.11



Credit Agreement, dated as of October 30, 2003, among Oil
    States International, Inc., the Lenders named therein and Wells
    Fargo Bank Texas, National Association, as Administrative Agent
    and U.S. Collateral Agent; and Bank of Nova Scotia, as Canadian
    Administrative Agent and Canadian Collateral Agent; Hibernia
    National Bank and Royal Bank of Canada, as Co-Syndication Agents
    and Bank One, NA and Credit Lyonnais New York Branch, as
    Co-Documentation Agents (incorporated by reference to
    Exhibit 10.12 to the Companys Quarterly Report on
    Form 10-Q
    for the three months ended September 30, 2003, as filed
    with the Commission on November 12, 2003.) 50




---



##### Table of Contents



Exhibit No.



Description10
.11A



Incremental Assumption Agreement, dated as of May 10, 2004,
    among Oil States International, Inc., Wells Fargo, National
    Association and each of the other lenders listed as an
    Increasing Lender (incorporated by reference to
    Exhibit 10.12A to the Companys Quarterly Report on
    Form 10-Q
    for the three months ended June 30, 2004, as filed with the
    Commission on August 4, 2004).10
.11B



Amendment No. 1, dated as of January 31, 2005, to the
    Credit Agreement among Oil States International, Inc., the
    lenders named therein and Wells Fargo Bank, Texas, National
    Association, as Administrative Agent and U.S. Collateral Agent;
    and Bank of Nova Scotia, as Canadian Administrative Agent and
    Canadian Collateral Agent; Hibernia National Bank and Royal Bank
    of Canada, as Co-Syndication Agents and Bank One, NA and Credit
    Lyonnais New York Branch, as Co-Documentation Agents
    (incorporated by reference to Exhibit 10.12B to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on March 2, 2005).10
.11C



Amendment No. 2, dated as of December 5, 2006, 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 10.12C to the
    Companys Current Report on
    Form 8-K,
    as filed with the Securities and Exchange Commission on
    December 7, 2006).10
.11D



Incremental Assumption Agreement, dated as of December 13,
    2007, among Oil States International, Inc., Wells Fargo,
    National Association and each of the other lenders listed as an
    Increasing Lender (incorporated by reference to
    Exhibit 10.12D to the Companys Current Report on
    Form 8-K,
    as filed with the Securities and Exchange Commission on
    December 18, 2007).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,
    as filed with the Securities and Exchange Commission on
    October 2, 2009).10
.12**



Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.14 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, as filed with the
    Commission on November 5, 2004).10
.13**



Form of Director Stock Option Agreement under the Companys
    2001 Equity Participation Plan (incorporated by reference to
    Exhibit 10.18 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on March 2, 2005).10
.14**



Form of Employee Non Qualified Stock Option Agreement under the
    Companys 2001 Equity Participation Plan (incorporated by
    reference to Exhibit 10.19 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on March 2, 2005).10
.15**



Form of Restricted Stock Agreement under the Companys 2001
    Equity Participation Plan (incorporated by reference to
    Exhibit 10.20 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on November 15, 2006).10
.16**



Non-Employee Director Compensation Summary (incorporated by
    reference to Exhibit 10.21 to the Companys Report on
    Form 8-K
    as filed with the Commission on May 24, 2005).10
.17**



Executive Agreement between Oil States International, Inc. and
    named executive officer (Mr. Cragg) (incorporated by
    reference to Exhibit 10.22 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005, as filed with the
    Commission on April 29, 2005).10
.18**



Form of Non-Employee Director Restricted Stock Agreement under
    the Companys 2001 Equity Participation Plan (incorporated
    by reference to Exhibit 22.2 to the Companys Report
    of
    Form 8-K,
    as filed with the Commission on May 24, 2005). 51




---



##### Table of Contents



Exhibit No.



Description10
.19**



Executive Agreement between Oil States International, Inc. and
    named executive officer (Bradley Dodson) effective
    October 10, 2006 (incorporated by reference to
    Exhibit 10.24 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006, as filed with the
    Commission on November 3, 2006).10
.20**



Executive Agreement between Oil States International, Inc. and
    named executive officer (Ron R. Green) effective May 17,
    2007 (incorporated by reference to Exhibit 10.25 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007, as filed with the
    Commission on August 2, 2007).10
.21**



Amendment to the Executive Agreement of Cindy Taylor, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.21 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.22**



Amendment to the Executive Agreement of Bradley Dodson,
    effective January 1, 2009 (incorporated by reference to
    Exhibit 10.22 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.23**



Amendment to the Executive Agreement of Howard Hughes, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.23 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.24**



Amendment to the Executive Agreement of Christopher Cragg,
    effective January 1, 2009 (incorporated by reference to
    Exhibit 10.24 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.25**



Amendment to the Executive Agreement of Ron Green, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.25 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.26**



Amendment to the Executive Agreement of Robert Hampton,
    effective January 1, 2009 (incorporated by reference to
    Exhibit 10.26 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).21
.1*



List of subsidiaries of the Company.23
.1*



Consent of Independent Registered Public Accounting Firm.24
.1*



Powers of Attorney for Directors.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**
    
    Management contracts or compensatory plans or arrangements***
    
    Furnished herewith. 52




---



##### Table of Contents



SIGNATURES      By
    /s/  CINDY
    B. TAYLOR   President and Chief Executive Officer
    Signature

TitleSTEPHEN
    A. WELLS*Stephen
    A. Wells

Chairman of the Board/s/  CINDY
    B. TAYLORCindy
    B. Taylor

Director, President & Chief Executive Officer (Principal
    Executive Officer)/s/  BRADLEY
    J. DODSONBradley
    J. Dodson

Vice President, Chief Financial Officer and Treasurer
    (Principal Financial Officer)/s/  ROBERT
    W. HAMPTONRobert
    W. Hampton

Senior Vice President  Accounting and
    Corporate
    Secretary (Principal Accounting Officer)MARTIN
    A. LAMBERT*Martin
    A. Lambert

DirectorS.
    JAMES NELSON, JR.*S.
    James Nelson, Jr.

DirectorMARK
    G. PAPA*Mark
    G. Papa

DirectorGARY
    L. ROSENTHAL*Gary
    L. Rosenthal

DirectorCHRISTOPHER
    T. SEAVER*Christopher
    T. Seaver

DirectorDOUGLAS
    E. SWANSON*Douglas
    E. Swanson

DirectorWILLIAM
    T. VAN KLEEF*William
    T. Van Kleef

Director*By:

/s/  BRADLEY
    J. DODSONBradley
    J. Dodson, pursuant to a power of attorney filed as
    Exhibit 24.1 to this Annual Report on
    Form 10-K  53




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  INDEX
    TO
  CONSOLIDATED
    FINANCIAL STATEMENTS
  Report of Independent Registered Public
    Accounting Firm on Consolidated Financial Statements


55Report of Independent Registered Public
    Accounting Firm on the Companys Internal Control Over
    Financial Reporting


56Consolidated Statements of Income for the Years
    Ended December 31, 2009, 2008, and 2007


57Consolidated Balance Sheets at December 31,
    2009 and 2008


58Consolidated Statements of Stockholders
    Equity and Comprehensive Income for the Years Ended
    December 31, 2009, 2008 and 2007


59Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008, and 2007


60Notes to Consolidated Financial Statements


6188  54




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Stockholders of Oil States
    International, Inc.:
                  55




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Stockholders of Oil States
    International, Inc.:
                  56




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2009


2008(1)


2007(1)(In thousands, except per share amounts)Revenues:Product

$
1,279,181


$
1,874,262


$
1,280,235Service and other


829,069



1,074,195



808,0002,108,250



2,948,457



2,088,235Costs and expenses:Product costs


1,109,769



1,594,139



1,135,354Service and other costs


530,429



640,835



466,859Selling, general and administrative expenses


139,293



143,080



118,421Depreciation and amortization expense


118,108



102,604



70,703Impairment of goodwill


94,528



85,630



Other operating income


(2,606
)


(1,586
)


(888
)1,989,521



2,564,702



1,790,449Operating income


118,729



383,755



297,786Interest expense


(15,266
)


(23,585
)


(23,610
)Interest income


380



3,561



3,508Equity in earnings of unconsolidated affiliates


1,452



4,035



3,350Gains on sale of investment






6,160



12,774Other income / (expense)


414



(476
)


1,213Income before income taxes


105,709



373,450



295,021Income tax provision


(46,097
)


(154,151
)


(94,945
)Net income

$
59,612


$
219,299


$
200,076Less: Net income attributable to noncontrolling interests


498



446



284Net income attributable to Oil States International, Inc.

$
59,114


$
218,853


$
199,792Basic net income per share attributable to Oil States
    International, Inc. common stockholders

$
1.19


$
4.41


$
4.04Diluted net income per share attributable to Oil States
    International, Inc. common stockholders

$
1.18


$
4.26


$
3.92Weighted average number of common shares outstanding
    (in thousands):Basic


49,625



49,622



49,500Diluted


50,219



51,414



50,911     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.   57




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  December 31,2009


2008(1)(In thousands, except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
89,742


$
30,199Accounts receivable, net


385,816



575,982Inventories, net


423,077



612,488Prepaid expenses and other current assets


26,933



18,815Total current assets


925,568



1,237,484Property, plant and equipment, net


749,601



695,338Goodwill, net


218,740



305,441Investments in unconsolidated affiliates


5,164



5,899Other noncurrent assets


33,313



54,356Total assets

$
1,932,386


$
2,298,518LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
208,541


$
371,789Income taxes


14,419



52,546Current portion of long-term debt


464



4,943Deferred revenue


87,412



105,640Other current liabilities


4,387



1,587Total current liabilities


315,223



536,505Long-term debt


164,074



449,058Deferred income taxes


55,332



64,780Other noncurrent liabilities


15,691



12,634Total liabilities


550,320



1,062,977Stockholders equity:Oil States International, Inc. stockholders equity:Common stock, $.01 par value, 200,000,000 shares
    authorized, 49,814,964 shares and 49,500,708 shares
    issued and outstanding, respectively


531



526Additional paid-in capital


468,428



453,733Retained earnings


960,115



901,001Accumulated other comprehensive income (loss)


44,115



(28,409
)Common stock held in treasury at cost, 3,232,118 and
    3,206,645 shares, respectively


(92,341
)


(91,831
)Total Oil States International, Inc. stockholders equity


1,380,848



1,235,020Noncontrolling interest


1,218



521Total stockholders equity


1,382,066



1,235,541Total liabilities and stockholders equity

$
1,932,386


$
2,298,518     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.   58




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 AND
    COMPREHENSIVE INCOME
  AccumulatedOtherAdditional








ComprehensiveCommon


Paid-In


Retained


Comprehensive


Income


Treasury


NoncontrollingStock


Capital(1)


Earnings(1)


Income


(Loss)


Stock


Interest(In thousands)Balance, December 31, 2006

$
511


$
400,492


$
482,642






$
30,183


$
(50,528
)

$
221Net income










199,792


$
199,792











284Currency translation adjustment














42,340



42,340







22Dividends paid


























(180
)Other comprehensive income














513



513Comprehensive income













$
242,645Exercise of stock options, including tax benefit


10



21,913Amortization of restricted stock compensation






2,959Surrender of stock to pay taxes on restricted stock awards


1



(1
)














(405
)Stock option expense






5,011Stock acquired for cash






















(30,673
)Adoption of new accounting standard (see Note 10)










(286
)Other






166















71Balance, December 31, 2007

$
522


$
430,540


$
682,148






$
73,036


$
(81,535
)

$
347Net income










218,853


$
218,853











446Currency translation adjustment














(101,365
)


(101,365
)






(59
)Dividends paid


























(213
)Unrealized gain on marketable securities, net of tax (see
    Note 7)














2,028



2,028Reclassification adjustment, net of tax (see Note 7)














(2,028
)


(2,028
)Other comprehensive loss














(80
)


(80
)Comprehensive income













$
117,408Exercise of stock options, including tax benefit


4



12,292Amortization of restricted stock compensation






5,371Surrender of stock to pay taxes on restricted stock awards






















(863
)Stock option expense






5,537Stock acquired for cash






















(9,434
)Other






(7
)














1Balance, December 31, 2008

$
526


$
453,733


$
901,001






$
(28,409
)

$
(91,831
)

$
521Net income










59,114


$
59,114











498Currency translation adjustment














72,548



72,548







199Other comprehensive loss














(24
)


(24
)Comprehensive income













$
131,638Exercise of stock options, including tax benefit


2



3,146Amortization of restricted stock compensation






6,008Surrender of stock to pay taxes on restricted stock awards


3



(3
)














(511
)Stock option expense






5,542Other






2















1Balance, December 31, 2009

$
531


$
468,428


$
960,115






$
44,115


$
(92,341
)

$
1,218     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.   59




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008(1)


2007(1)(In thousands)Cash flows from operating activities:Net income

$
59,612


$
219,299


$
200,076Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


118,108



102,604



70,703Deferred income tax provision (benefit)


(15,126
)


13,692



4,761Excess tax benefits from share-based payment arrangements






(3,429
)


(8,127
)Loss on impairment of goodwill


94,528



85,630



Gains on sale of investment and disposals of assets


(325
)


(6,270
)


(14,883
)Equity in earnings of unconsolidated subsidiaries, net of
    dividends


(1,452
)


(2,983
)


(2,973
)Non-cash compensation charge


11,550



10,908



7,970Accretion of debt discount


6,749



6,283



5,850Other, net


3,693



3,254



438Changes in operating assets and liabilities, net of effect from
    acquired businesses:Accounts receivable


205,627



(155,897
)


(68,080
)Inventories


200,469



(281,971
)


43,186Accounts payable and accrued liabilities


(168,758
)


143,479



34,806Taxes payable


(38,428
)


66,616



(7,199
)Other current assets and liabilities, net


(22,885
)


56,249



(18,629
)Net cash flows provided by operating activities


453,362



257,464



247,899Cash flows from investing activities:Capital expenditures, including capitalized interest


(124,488
)


(247,384
)


(239,633
)Acquisitions of businesses, net of cash acquired


18



(29,835
)


(103,143
)Proceeds from sale of investment and collection of notes
    receivable


21,166



27,381



29,354Proceeds from sale of buildings and equipment


2,839



4,390



3,861Other, net


(2,143
)


(646
)


(1,275
)Net cash flows used in investing activities


(102,608
)


(246,094
)


(310,836
)Cash flows from financing activities:Revolving credit borrowings (repayments)


(294,760
)


1,474



81,798Debt repayments


(4,961
)


(4,960
)


(6,972
)Issuance of common stock


3,460



8,868



13,796Purchase of treasury stock






(9,563
)


(35,458
)Excess tax benefits from share based payment arrangements






3,429



8,127Payment of financing costs






(39
)


(255
)Other, net


(512
)


(875
)


(404
)Net cash flows provided by (used in) financing activities


(296,773
)


(1,666
)


60,632Effect of exchange rate changes on cash


5,695



(9,802
)


5,018Net increase (decrease) in cash and cash equivalents from
    continuing operations


59,676



(98
)


2,713Net cash used in discontinued operations  operating
    activities


(133
)


(295
)


(517
)Cash and cash equivalents, beginning of year


30,199



30,592



28,396Cash and cash equivalents, end of year

$
89,742


$
30,199


$
30,592     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.   60




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Basis of Presentation        2.
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents
    Fair
    Value of Financial Instruments
    3 8
  At December 31,2009


2008Interest


Carrying


Fair


Carrying


FairRate


Value


Value


Value


ValuePrincipal amount due 2025


2 3/8
%

$
175,000


$
243,653


$
175,000


$
133,613Less: Unamortized discount






(19,141
)






(25,890
)


Net value





$
155,859


$
243,653


$
149,110


$
133,613    61




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
    Property,
    Plant, and Equipment
      Goodwill
        Impairment
    of Long-Lived Assets
   62




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    Currency and Other Comprehensive Income
    Foreign
    Exchange Risk
    Interest
    Capitalization
    Revenue
    and Cost Recognition
  percentage-of-completion percentage-of-completion (cost-to-cost
   63




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
          Receivables
    and Concentration of Credit Risk, Concentration of
    Suppliers
      Allowances
    for Doubtful Accounts
   64




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Earnings
    per Share
    3 8
  Stock-Based
    Compensation
  EITF 97-14.
  Guarantees
        Year Ended December 31,2009


2008Beginning balance

$
1,966


$
1,978Provisions for warranty


2,819



1,370Consumption of reserves


(2,808
)


(1,298
)Translation and other changes


192



(84
)Ending balance

$
2,169


$
1,966  65




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Use of
    Estimates
  percentage-of-completion
  Discontinued
    Operations
    3.
    Details
    of Selected Balance Sheet Accounts    2009


2008Accounts receivable, net:Trade

$
287,148


$
456,975Unbilled revenue


102,527



119,907Other


1,087



3,268Total accounts receivable


390,762



580,150Allowance for doubtful accounts


(4,946
)


(4,168
)$
385,816


$
575,982   66




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009


2008Inventories, net:Tubular goods

$
265,717


$
396,462Other finished goods and purchased products


66,489



88,848Work in process


43,729



65,009Raw materials


55,421



68,881Total inventories


431,356



619,200Inventory reserves


(8,279
)


(6,712
)$
423,077


$
612,488   EstimatedUseful Life


2009


2008Property, plant and equipment, net:Land





$
19,426


$
18,298Buildings and leasehold improvements


1-50 years



165,526



135,080Machinery and equipment


2-29 years



301,900



270,434Accommodations assets


3-15 years



383,332



300,765Rental tools


4-10 years



151,050



141,644Office furniture and equipment


1-10 years



29,817



26,506Vehicles


2-10 years



72,142



68,645Construction in progress






65,652



49,915Total property, plant and equipment






1,188,845



1,011,287Less: Accumulated depreciation






(439,244
)


(315,949
)$
749,601


$
695,338     2009


2008Accounts payable and accrued liabilities:Trade accounts payable

$
145,200


$
307,132Accrued compensation


35,834



35,864Accrued insurance


8,133



7,551Accrued taxes, other than income taxes


4,216



7,257Reserves related to discontinued operations


2,411



2,544Other


12,747



11,441$
208,541


$
371,789   4.
    Recent
    Accounting Pronouncements   67




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        not-for-profit
  3 8
 68




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K.
             69




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Earnings
    Per Share (EPS)  2009

2008(1)

2007(1)(In thousands, except per share data)Basic earnings per share:Net income attributable to Oil States International, Inc.

$
59,114


$
218,853


$
199,792Weighted average number of shares outstanding


49,625



49,622



49,500Basic earnings per share

$
1.19


$
4.41


$
4.04Diluted earnings per share:Net income attributable to Oil States International, Inc.

$
59,114


$
218,853


$
199,792Weighted average number of shares outstanding (basic)


49,625



49,622



49,500Effect of dilutive securities:Options on common stock


290



419



59623/8% Convertible
    Senior Subordinated Notes


203



1,271



730Restricted stock awards and other


101



102



85Total shares and dilutive securities


50,219



51,414



50,911Diluted earnings per share

$
1.18


$
4.26


$
3.92     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.    6.
    Goodwill
    and Other Intangible Assets     70




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    TotalRental


Drilling


Well Site


Offshore


TubularAccommodations


Tools


and Other


Services


Products


Services


TotalBalance as of December 31, 2007Goodwill

$
47,680


$
182,521


$
22,767


$
252,968


$
75,813


$
62,863


$
391,644Accumulated Impairment Losses


























47,680



182,521



22,767



252,968



75,813



62,863



391,644Goodwill acquired


3,690



(1,564
)






2,126



11,027







13,153Foreign currency translation and other changes


(6,221
)


(5,739
)






(11,960
)


(1,766
)






(13,726
)Goodwill impairment










(22,767
)


(22,767
)






(62,863
)


(85,630
)Balance as of December 31, 2008Goodwill


45,149



175,218



22,767



243,134



85,074



62,863



391,071Accumulated Impairment Losses










(22,767
)


(22,767
)






(62,863
)


(85,630
)45,149



175,218







220,367



85,074







305,441Goodwill acquired


337











337











337Foreign currency translation and other changes


4,495



2,470







6,965



525







7,490Goodwill impairment






(94,528
)






(94,528
)










(94,528
)Balance as of December 31, 2009Goodwill


49,981



177,688



22,767



250,436



85,599



62,863



398,898Accumulated Impairment Losses






(94,528
)


(22,767
)


(117,295
)






(62,863
)


(180,158
)$
49,981


$
83,160


$



$
133,141


$
85,599


$



$
218,740    71




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2009


December 31, 2008Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortizable intangible assetsCustomer relationships

$
16,128


$
2,636


$
16,128


$
1,560Non-compete agreements


6,656



5,946



11,860



9,674Patents and other


9,612



4,133



9,129



3,206$
32,396


$
12,715


$
37,117


$
14,440     7.
    Investment
    in Boots & Coots and Notes Receivable from
    Boots & Coots   72




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Long-term
    Debt    2009


2008(1)US revolving credit facility, which matures December 5,
    2011, with available commitments up to $325 million;
    secured by substantially all of our assets; commitment fee on
    unused portion of 0.175% in 2009 and ranged from 0.175% to
    0.200% per annum in 2008; variable interest rate payable monthly
    based on prime or LIBOR plus applicable percentage; weighted
    average rate was 1.4% for 2009 and 3.8% for 2008

$



$
226,000Canadian revolving credit facility, which matures on
    December 5, 2011, with available commitments up to
    $175 million; secured by substantially all of our assets;
    variable interest rate payable monthly based on the Canadian
    prime rate or Bankers Acceptance discount rate plus applicable
    percentage; weighted average rate was 1.9% for 2009 and 4.3% for
    2008






61,24423/8%
    Contingent Convertible Senior Subordinated Notes, net due 2025


155,859



149,110Subordinated unsecured notes payable to sellers of businesses,
    interest rate of 6%, matured in 2009






4,500Capital lease obligations and other debt


8,679



13,147Total debt


164,538



454,001Less: current maturities


464



4,943Total long-term debt

$
164,074


$
449,058     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.    2010

$
4642011


4632012


156,2972013


3352014


286Thereafter


6,693$
164,538     23/8%
    Contingent Convertible Senior Notes
  3 8 30-day
 73




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 8 3 8 3 8 3 8
  3 8
  December 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


(19,141
)


(25,890
)Net carrying amount of the liability

$
155,859


$
149,110   3 8
  Year Ended December 31,2009

2008

2007Interest expense

$
10,905


$
10,440


$
10,006   As of December 31, 2009Remaining period over which discount will be amortized


2.5 yearsConversion price

$
31.75Number of shares to be delivered upon conversion


1,057,740Conversion value in excess of principal amount (in thousands)

$
41,559Derivative transactions entered into in connection with the
    convertible notes


None   Revolving
    Credit Facility
   74




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    a variable rate equal to LIBOR (or, in the case of Canadian
    dollar denominated loans, the Bankers Acceptance discount
    rate) plus a margin ranging from 0.5% to 1.25%; or
    an alternate base rate equal to the higher of the banks
    prime rate and the federal funds effective rate (or, in the case
    of Canadian dollar denominated loans, the Canadian Prime Rate).              9.
    Retirement
    Plans   75




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Income
    Taxes    2009


2008(1)


2007(1)US operations

$
(41,354
)

$
220,236


$
177,905Foreign operations


147,063



153,214



117,116Total

$
105,709


$
373,450


$
295,021     2009


2008(1)


2007(1)Current:Federal

$
12,403


$
94,082


$
58,753State


674



5,097



3,564Foreign


45,700



37,639



29,75458,777



136,818



92,071Deferred:Federal


(15,239
)


10,259



(796
)State


(566
)


1,241



(40
)Foreign


3,125



5,833



3,710(12,680
)


17,333



2,874Total Provision

$
46,097


$
154,151


$
94,945     2009


2008(1)


2007(1)Federal tax expense at statutory rates

$
36,998


$
130,552


$
103,157Effect of foreign income tax, net


(12,162
)


(10,570
)


(7,890
)Nondeductible goodwill


18,373



24,317



Other nondeductible expenses


1,518



2,586



1,411State tax expense, net of federal benefits


127



3,800



2,265Domestic manufacturing deduction


(80
)


(1,212
)


(2,435
)Uncertain tax positions adjustments


1,139



2,868



1,751
)Other, net


184



1,810



188Net income tax provision

$
46,097


$
154,151


$
94,945  76




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008(1)Deferred tax assets:Net operating loss carryforward

$
3,532


$
5,087Allowance for doubtful accounts


1,294



1,352Inventory reserves


3,802



3,870Employee benefits


8,889



5,499Intangibles


15,949



5,075Other reserves


539



913Foreign tax credit carryover


1,900



Other


4,076



3,590Gross deferred tax asset


39,981



25,386Less: valuation allowance


(421
)


(421
)Net deferred tax asset


39,560



24,965Deferred tax liabilities:Depreciation


(77,402
)


(69,986
)Deferred revenue


(1,309
)


(1,453
)Intangibles


(3,381
)


(3,252
)Accrued liabilities


(543
)


(2,701
)Lower of cost or market


(5,849
)


Convertible notes


(6,766
)


(9,133
)Other


(3,155
)


(4,029
)Deferred tax liability


(98,405
)


(90,554
)Net deferred tax liability

$
(58,845
)

$
(65,589
)     2009


2008(1)Current deferred tax liability

$
(3,513
)

$
(809
)Long-term deferred tax liability


(55,332
)


(64,780
)Net deferred tax liability

$
(58,845
)

$
(65,589
)     (1)
    
    See Note 16 regarding the adoption of a new accounting
    standard on accounting for convertible debt.   77




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               78




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Balance as of January 1

$
4,274


$
2,536


$
4,079Additions for tax positions of prior years


2,136



2,270



Reductions for tax positions of prior years






(214
)


(1,466
)Lapse of the Applicable Statute of Limitations


(2,379
)


(318
)


(77
)Balance as of December 31

$
4,031


$
4,274


$
2,536     11.
    Acquisitions
    and Supplemental Cash Flow Information    2009


2008


2007Fair value of assets acquired and goodwill

$
3,112


$
32,543


$
118,370Liabilities assumed


(411
)


(2,604
)


(5,596
)Noncash consideration


(379
)






(9,000
)Less: cash acquired


(2,340
)


(104
)


(631
)Cash used in acquisition of businesses

$
(18
)

$
29,835


$
103,143   2007
      2008
   79




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009
    Supplemental
    Cash Flow Information
    2009


2008


2007Interest (net of amounts capitalized)

$
7,549


$
16,265


$
16,764Income taxes, net of refunds

$
102,759


$
70,441


$
100,711Non-cash investing activities:Building capital lease

$



$
8,304



Non-cash financing activities:Borrowings and assumption of liabilities for business and asset
    acquisition and related intangibles

$



$



$
9,000Acquisition of treasury stock with settlement date in subsequent
    year










129   12.
    Commitments
    and Contingencies      OperatingLeases2010

$
6,1002011


3,6882012


3,0402013


2,6622014


1,976Thereafter


4,107Total

$
21,573    80




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Stock-Based
    Compensation     81




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted


AggregateWeighted


Average


IntrinsicAverage


Contractual


ValueOptions


Exercise Price


Life (Years)


(Thousands)Balance at December 31, 2006


2,420,552



18.73



4.7



34,173Granted


554,460



30.28Exercised


(988,380
)


13.96Forfeited


(57,625
)


26.86Balance at December 31, 2007


1,929,007



24.25



4.2



19,947Granted


565,250



37.19Exercised


(412,529
)


21.50Forfeited


(134,312
)


30.92Balance at December 31, 2008


1,947,416



28.13



3.7



2,706Granted


768,650



17.20Exercised


(199,615
)


17.33Forfeited


(34,500
)


32.83Balance at December 31, 2009


2,481,951



25.55



3.6



34,618Exercisable at December 31, 2007


651,305



16.32



4.1



11,694Exercisable at December 31, 2008


756,201



19.78



3.0



2,706Exercisable at December 31, 2009


1,042,322



25.34



2.4



14,725      82




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeightedNumber


Average


Weighted


Number


WeightedOutstanding


Remaining


Average


Exercisable


AverageRange of Exercise


as of


Contractual


Exercise


as of


ExercisePrices


12/31/2009


Life


Price


12/31/2009


Price$
8.00 - $15.36



268,500



2.79


$
11.35



263,000


$
11.26$
16.65 - $16.65



702,450



5.02


$
16.65



20,000


$
16.65$
21.08 - $28.98



631,733



2.62


$
25.94



376,933


$
24.53$
34.86- $34.86



317,133



2.07


$
34.86



218,134


$
34.86$
36.53- $36.53



486,125



4.05


$
36.53



128,750


$
36.53$
36.99 - $58.47



76,010



3.45


$
45.57



35,505


$
43.89$
8.00 - $58.47



2,481,951



3.55


$
25.55



1,042,322


$
25.34         Deferred
    Compensation Plan
  and/or
 83




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
      14.
    Segment
    and Related Information   84




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Equity inRevenues from


Depreciation


Operating


Earnings ofunaffiliated


and


income


Unconsolidated


Capitalcustomers


amortization


(loss)


Affiliates


expenditures


Total assets2009Well Site Services Accommodations

$
481,402


$
37,892


$
140,665


$
203


$
68,381


$
573,011Rental Tools


234,121



40,900



(97,844
)






31,915



340,792Drilling and Other


71,175



26,343



(16,345
)






11,048



116,555Total Well Site Services


786,698



105,135



26,476



203



111,344



1,030,358Offshore Products


509,388



10,945



81,049







12,114



510,399Tubular Services


812,164



1,443



41,758



1,249



354



360,652Corporate and Eliminations






585



(30,554
)






676



30,977Total

$
2,108,250


$
118,108


$
118,729


$
1,452


$
124,488


$
1,932,3862008Well Site Services Accommodations

$
427,130


$
34,146


$
120,972


$
1,174


$
108,622


$
495,683Rental Tools


355,809



35,511



75,787







75,077



476,460Drilling and Other(1)


177,339



19,826



17,433



1,637



42,961



176,726Total Well Site Services


960,278



89,483



214,192



2,811



226,660



1,148,869Offshore Products


528,164



11,465



89,280







16,879



498,784Tubular Services


1,460,015



1,390



106,470



1,224



2,198



634,758Corporate and Eliminations






266



(26,187
)






1,647



16,107Total

$
2,948,457


$
102,604


$
383,755


$
4,035


$
247,384


$
2,298,5182007Well Site Services Accommodations

$
312,846


$
21,813


$
85,347


$
1,027


$
131,410


$
474,278Rental Tools


260,404



24,045



71,973







47,233



427,238Drilling and Other(1)


143,153



12,260



40,508



1,511



42,872



182,335Total Well Site Services


716,403



58,118



197,828



2,538



221,515



1,083,851Offshore Products


527,810



11,004



82,460







15,356



449,666Tubular Services


844,022



1,361



38,467



812



2,463



373,411Corporate and Eliminations






220



(20,969
)






299



21,741Total

$
2,088,235


$
70,703


$
297,786


$
3,350


$
239,633


$
1,928,669     (1)
    
    Subsequent to March 1, 2006, the effective date of the sale
    of our workover services business (See Note 7), we have
    classified our equity interest in Boots & Coots and
    the notes receivable acquired in the transaction as
    Drilling and Other.   85




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    United



United

OtherStates

Canada

Kingdom

Non-US

Total2009Revenues from unaffiliated customers

$
1,460,810


$
460,492


$
105,222


$
81,726


$
2,108,250Long-lived assets


541,563



424,523



18,352



22,327



1,006,7652008Revenues from unaffiliated customers

$
2,353,528


$
406,176


$
127,189


$
61,564


$
2,948,457Long-lived assets


668,376



359,923



17,232



15,425



1,060,9562007Revenues from unaffiliated customers

$
1,596,067


$
296,075


$
147,941


$
48,152


$
2,088,235Long-lived assets


675,978



356,575



19,863



10,482



1,062,898     15.
    Valuation
    Allowances    Balance at

Charged to

Deductions

Translation

Balance atBeginning

Costs and

(net of

and Other,

End ofof Period

Expenses

recoveries)

Net

PeriodYear Ended December 31, 2009:Allowance for doubtful accounts receivable

$
4,168


$
3,048


$
(2,479
)

$
209


$
4,946Reserve for inventories


6,712



2,264



(867
)


170



8,279Reserves related to discontinued operations


2,544







(133
)






2,411Year Ended December 31, 2008:Allowance for doubtful accounts receivable

$
3,629


$
2,821


$
(2,735
)

$
453


$
4,168Reserve for inventories


7,549



1,302



(1,597
)


(542
)


6,712Reserves related to discontinued operations


2,839







(295
)






2,544Year Ended December 31, 2007:Allowance for doubtful accounts receivable

$
2,943


$
684


$
(923
)

$
925


$
3,629Reserve for inventories


7,188



1,504



(1,176
)


33



7,549Reserves related to discontinued operations


3,357







(518
)






2,839  86




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Adoption
    of New Accounting Standard on Accounting for Convertible
    Debt  3 8
    Year Ended December 31, 2008


Year Ended December 31, 2007Prior to


Effect of





Prior to


Effect ofadoption


adoption


As adjusted


adoption


adoption


As adjustedInterest expense

$
17,530


$
6,055


$
23,585


$
17,988


$
5,622


$
23,610Income before income taxes(a)


379,505



(6,055
)


373,450



300,643



(5,622
)


295,021Net income(a)


223,156



(3,857
)


219,299



203,656



(3,580
)


200,076Net income attributable to Oil States International, Inc.(a)

$
222,710


$
(3,857
)

$
218,853


$
203,372


$
(3,580
)

$
199,792Net income per share attributable to Oil States International
    common stockholders:Basic

$
4.49


$
(0.08
)

$
4.41


$
4.11


$
(0.07
)

$
4.04Diluted

$
4.33


$
(0.07
)

$
4.26


$
3.99


$
(0.07
)

$
3.92   At December 31, 2008


At December 31, 2007Prior to


Effect of





Prior to


Effect ofadoption


adoption


As adjusted


adoption


adoption


As adjustedOther non-current assets

$
55,085


$
(729
)

$
54,356


$
60,627


$
(957
)

$
59,670Total assets


2,299,247



(729
)


2,298,518



1,929,626



(957
)


1,928,669Long-term debt

$
474,948


$
(25,890
)

$
449,058


$
487,102


$
(32,173
)

$
454,929Deferred income taxes


55,646



9,134



64,780



40,550



11,332



51,882Total liabilities(a)


1,079,733



(16,756
)


1,062,977



844,451



(20,841
)


823,610Additional paid-in capital


425,284



28,449



453,733



402,091



28,449



430,540Retained earnings


913,423



(12,422
)


901,001



690,713



(8,565
)


682,148Total Oil States International, Inc. stockholders equity(a)


1,218,993



16,027



1,235,020



1,084,827



19,884



1,104,711Total stockholderss equity(a)


1,219,514



16,027



1,235,541



1,085,174



19,884



1,105,058Total liabilities and stockholders equity

$
2,299,247


$
(729
)

$
2,298,518


$
1,929,626


$
(957
)

$
1,928,669     (a)
    
    See Note 4 regarding the adoption of a new accounting
    standard regarding noncontrolling interests. 87




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##### Table of Contents



OIL
    STATES INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       17.
    Quarterly
    Financial Information (Unaudited)    First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter2009Revenues

$
667,098


$
456,334


$
456,103


$
528,715Gross profit*


146,889



94,642



102,258



124,264Net income (loss)(1)


56,128



(63,486
)


26,579



39,893Basic earnings (loss) per share


1.13



(1.28
)


0.54



0.80Diluted earnings (loss) per share(1)


1.13



(1.28
)


0.53



0.782008Revenues

$
601,247


$
631,364


$
814,790


$
901,056Gross profit*


156,162



152,929



205,436



198,956Net income(1)


65,530



59,208



88,081



6,034Basic earnings per share


1.33



1.19



1.77



0.12Diluted earnings per share(1)


1.29



1.13



1.68



0.12     (1)
    
    The net income in the second quarter of 2009 and the fourth
    quarter of 2008 included after tax losses of $81.2 million,
    or approximately $1.62 per diluted share, and
    $79.8 million, or approximately $1.55 per diluted share,
    respectively, on the impairment of goodwill.*
    
    Represents revenues less product costs
    and service and other costs included in the
    Companys consolidated statements of income.   88




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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,
    as filed with the Commission on November 7, 2000 (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
    Exhibit 4.4 to Oil States Current Report on
    Form 8-K
    as 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
    Exhibit 4.5 to Oil States Current Report on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    June 23, 2005).4
.6



Global Notes representing $175,000,000 aggregate principal
    amount of
    23/8%
    Contingent Convertible Senior Notes due 2025 (incorporated by
    reference to Section 2.2 of Exhibit 4.5 to Oil
    States Current Reports on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    June 23, 2005 and July 13, 2005).10
.1



Combination Agreement dated as of July 31, 2000 by and
    among Oil States International, Inc., HWC Energy Services, Inc.,
    Merger
    Sub-HWC,
    Inc., Sooner Inc., Merger
    Sub-Sooner,
    Inc. and PTI Group Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys Registration Statement
    on
    Form S-1,
    as filed with the Commission on November 7, 2000 (File
    No. 333-43400)).10
.2



Plan of Arrangement of PTI Group Inc. (incorporated by reference
    to Exhibit 10.2 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).10
.3



Support Agreement between Oil States International, Inc. and PTI
    Holdco (incorporated by reference to Exhibit 10.3 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).10
.4



Voting and Exchange Trust Agreement by and among Oil States
    International, Inc., PTI Holdco and Montreal Trust Company
    of Canada (incorporated by reference to Exhibit 10.4 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).10
.5**



Second Amended and Restated 2001 Equity Participation Plan
    effective March 30, 2009 (incorporated by reference to
    Exhibit 10.5 to Oil States Current Report on
    Form 8-K
    as filed with the Commission on April 2, 2009).10
.6**



Deferred Compensation Plan effective November 1, 2003
    (incorporated by reference to Exhibit 10.6 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, as filed with the
    Commission on March 5, 2004).




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##### Table of Contents



Exhibit No.



Description10
.7**



Annual Incentive Compensation Plan (incorporated by reference to
    Exhibit 10.7 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).10
.8**



Executive Agreement between Oil States International, Inc. and
    Cindy B. Taylor (incorporated by Reference to Exhibit 10.9
    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).10
.9**



Form of Executive Agreement between Oil States International,
    Inc. and Named Executive Officer (Mr. Hughes) (incorporated
    by reference to Exhibit 10.10 of the Companys
    Registration Statement on
    Form S-1,
    as filed with the Commission on December 12, 2000 (File
    No. 333-43400)).10
.10**



Form of Change of Control Severance Plan for Selected Members of
    Management (incorporated by reference to Exhibit 10.11 of
    the Companys Registration Statement on
    Form S-1,
    as filed with the Commission on December 12, 2000 (File
    No. 333-43400)).10
.11



Credit Agreement, dated as of October 30, 2003, among Oil
    States International, Inc., the Lenders named therein and Wells
    Fargo Bank Texas, National Association, as Administrative Agent
    and U.S. Collateral Agent; and Bank of Nova Scotia, as Canadian
    Administrative Agent and Canadian Collateral Agent; Hibernia
    National Bank and Royal Bank of Canada, as Co-Syndication Agents
    and Bank One, NA and Credit Lyonnais New York Branch, as
    Co-Documentation Agents (incorporated by reference to
    Exhibit 10.12 to the Companys Quarterly Report on
    Form 10-Q
    for the three months ended September 30, 2003, as filed
    with the Commission on November 12, 2003.)10
.11A



Incremental Assumption Agreement, dated as of May 10, 2004,
    among Oil States International, Inc., Wells Fargo, National
    Association and each of the other lenders listed as an
    Increasing Lender (incorporated by reference to
    Exhibit 10.12A to the Companys Quarterly Report on
    Form 10-Q
    for the three months ended June 30, 2004, as filed with the
    Commission on August 4, 2004).10
.11B



Amendment No. 1, dated as of January 31, 2005, to the
    Credit Agreement among Oil States International, Inc., the
    lenders named therein and Wells Fargo Bank, Texas, National
    Association, as Administrative Agent and U.S. Collateral Agent;
    and Bank of Nova Scotia, as Canadian Administrative Agent and
    Canadian Collateral Agent; Hibernia National Bank and Royal Bank
    of Canada, as Co-Syndication Agents and Bank One, NA and Credit
    Lyonnais New York Branch, as Co-Documentation Agents
    (incorporated by reference to Exhibit 10.12B to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on March 2, 2005).10
.11C



Amendment No. 2, dated as of December 5, 2006, 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 10.12C to the
    Companys Current Report on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    December 7, 2006).10
.11D



Incremental Assumption Agreement, dated as of December 13,
    2007, among Oil States International, Inc., Wells Fargo,
    National Association and each of the other lenders listed as an
    Increasing Lender (incorporated by reference to
    Exhibit 10.12D to the Companys Current Report on
    Form 8-K
    as filed with the Securities and Exchange Commission on
    December 18, 2007).




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##### Table of Contents



Exhibit No.



Description10
.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,
    as filed with the Securities and Exchange Commission on
    October 2, 2009).10
.12**



Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.14 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, as filed with the
    Commission on November 5, 2004).10
.13**



Form of Director Stock Option Agreement under the Companys
    2001 Equity Participation Plan (incorporated by reference to
    Exhibit 10.18 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on March 2, 2005).10
.14**



Form of Employee Non Qualified Stock Option Agreement under the
    Companys 2001 Equity Participation Plan (incorporated by
    reference to Exhibit 10.19 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on March 2, 2005).10
.15**



Form of Restricted Stock Agreement under the Companys 2001
    Equity Participation Plan (incorporated by reference to
    Exhibit 10.20 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, as filed with the
    Commission on November 15, 2006).10
.16**



Non-Employee Director Compensation Summary (incorporated by
    reference to Exhibit 10.21 to the Companys Report on
    Form 8-K
    as filed with the Commission on May 24, 2005).10
.17**



Executive Agreement between Oil States International, Inc. and
    named executive officer (Mr. Cragg) (incorporated by
    reference to Exhibit 10.22 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005, as filed with the
    Commission on April 29, 2005).10
.18**



Form of Non-Employee Director Restricted Stock Agreement under
    the Companys 2001 Equity Participation Plan (incorporated
    by reference to Exhibit 22.2 to the Companys Report
    of
    Form 8-K,
    as filed with the Commission on May 24, 2005).10
.19**



Executive Agreement between Oil States International, Inc. and
    named executive officer (Bradley Dodson) effective
    October 10, 2006 (incorporated by reference to
    Exhibit 10.24 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006, as filed with the
    Commission on November 3, 2006).10
.20**



Executive Agreement between Oil States International, Inc. and
    named executive officer (Ron R. Green) effective May 17,
    2007 (incorporated by reference to Exhibit 10.25 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007, as filed with the
    Commission on August 2, 2007).10
.21**



Amendment to the Executive Agreement of Cindy Taylor, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.21 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.22**



Amendment to the Executive Agreement of Bradley Dodson,
    effective January 1, 2009 (incorporated by reference to
    Exhibit 10.22 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009).10
.23**



Amendment to the Executive Agreement of Howard Hughes, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.23 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009) .10
.24**



Amendment to the Executive Agreement of Christopher Cragg,
    effective January 1, 2009 (incorporated by reference to
    Exhibit 10.24 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009) .10
.25**



Amendment to the Executive Agreement of Ron Green, effective
    January 1, 2009 (incorporated by reference to
    Exhibit 10.25 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009) .




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##### Table of Contents



Exhibit No.



Description10
.26**



Amendment to the Executive Agreement of Robert Hampton,
    effective January 1, 2009 (incorporated by reference to
    Exhibit 10.26 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, as filed with the
    Commission on February 20, 2009) .21
.1*



List of subsidiaries of the Company.23
.1*



Consent of Independent Registered Public Accounting Firm.24
.1*



Powers of Attorney for Directors.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**
    
    Management contracts or compensatory plans or arrangements***
    
    Furnished herewith.