##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period From  to
 Commission File No. 001-34037
 SUPERIOR ENERGY SERVICES, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    75-2379388(I.R.S. Employer
Identification No.)601 Poydras, Suite 2400
New Orleans, Louisiana(Address of principal executive offices)
    
    70130(Zip Code)
 Registrants telephone number, including area code: (504) 587-7374
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ




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##### 



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    30EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 (Unaudited)9/30/2009
    
    
    12/31/2008 *ASSETSCurrent assets:Cash and cash equivalents
    
    $
    34,282
    
    
    $
    44,853Accounts receivable, net
    
    
    354,902
    
    
    
    360,357Income taxes receivable
    
    
    8,506
    
    
    
    Prepaid expenses
    
    
    27,511
    
    
    
    18,041Other current assets
    
    
    379,106
    
    
    
    223,598Total current assets
    
    
    804,307
    
    
    
    646,849Property, plant and equipment, net
    
    
    1,208,819
    
    
    
    1,114,941Goodwill
    
    
    481,021
    
    
    
    477,860Equity-method investments
    
    
    55,678
    
    
    
    122,308Intangible and other long-term assets, net
    
    
    37,139
    
    
    
    128,187Total assets
    
    $
    2,586,964
    
    
    $
    2,490,145LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    69,847
    
    
    $
    87,207Accrued expenses
    
    
    143,756
    
    
    
    152,536Income taxes payable
    
    
    
    
    
    
    20,861Deferred income taxes
    
    
    66,478
    
    
    
    36,830Current maturities of long-term debt
    
    
    810
    
    
    
    810Total current liabilities
    
    
    280,891
    
    
    
    298,244Deferred income taxes
    
    
    241,899
    
    
    
    246,824Long-term debt, net
    
    
    724,560
    
    
    
    654,199Other long-term liabilities
    
    
    48,967
    
    
    
    36,605Stockholders equity:Preferred stock of $.01 par value. Authorized, 5,000,000 shares; none issued
    
    
    
    
    
    
    Common stock of $.001 par value. Authorized, 125,000,000 shares; issued
and outstanding, 
78,222,002 shares at September 30, 2009, and 78,028,072
shares at December 31, 2008
    
    
    78
    
    
    
    78Additional paid in capital
    
    
    385,446
    
    
    
    375,436Accumulated other comprehensive loss, net
    
    
    (18,584
    )
    
    
    (32,641
    )Retained earnings
    
    
    923,707
    
    
    
    911,400Total stockholders equity
    
    
    1,290,647
    
    
    
    1,254,273Total liabilities and stockholders equity
    
    $
    2,586,964
    
    
    $
    2,490,145
  
 *
    
    As adjusted for ASC 470-20 (See note 2). 3




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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 Three Months
    
    
    Nine Months2009
    
    
    2008 *
    
    
    2009
    
    
    2008 *Oilfield service and rental revenues
    
    $
    386,455
    
    
    $
    490,282
    
    
    $
    1,184,725
    
    
    $
    1,334,256Oil and gas revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,072Total revenues
    
    
    386,455
    
    
    
    490,282
    
    
    
    1,184,725
    
    
    
    1,389,328Cost of oilfield services and rentals
    
    
    215,674
    
    
    
    236,610
    
    
    
    635,407
    
    
    
    649,839Cost of oil and gas sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,986Total cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    215,674
    
    
    
    236,610
    
    
    
    635,407
    
    
    
    662,825Depreciation, depletion, amortization and accretion
    
    
    52,720
    
    
    
    44,842
    
    
    
    153,566
    
    
    
    128,675General and administrative expenses
    
    
    63,425
    
    
    
    68,379
    
    
    
    188,694
    
    
    
    204,411Reduction in value of intangible assets
    
    
    
    
    
    
    
    
    
    
    92,683
    
    
    
    Gain on sale of businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,946Income from operations
    
    
    54,636
    
    
    
    140,451
    
    
    
    114,375
    
    
    
    434,363Other income (expense):Interest expense, net
    
    
    (12,320
    )
    
    
    (11,659
    )
    
    
    (37,328
    )
    
    
    (34,865
    )Earnings (losses) from equity-method investments, net
    
    
    (4,161
    )
    
    
    23,167
    
    
    
    (21,331
    )
    
    
    19,359Reduction in value of equity-method investment
    
    
    
    
    
    
    
    
    
    
    (36,486
    )
    
    
    Income before income taxes
    
    
    38,155
    
    
    
    151,959
    
    
    
    19,230
    
    
    
    418,857Income taxes
    
    
    13,736
    
    
    
    54,665
    
    
    
    6,923
    
    
    
    150,667Net income
    
    $
    24,419
    
    
    $
    97,294
    
    
    $
    12,307
    
    
    $
    268,190Basic earnings per share
    
    $
    0.31
    
    
    $
    1.21
    
    
    $
    0.16
    
    
    $
    3.32Diluted earnings per share
    
    $
    0.31
    
    
    $
    1.19
    
    
    $
    0.16
    
    
    $
    3.27Weighted average common shares used
in computing earnings per share:Basic
    
    
    78,188
    
    
    
    80,538
    
    
    
    78,126
    
    
    
    80,691Incremental common shares from stock-based compensation
    
    
    624
    
    
    
    1,307
    
    
    
    558
    
    
    
    1,350Diluted
    
    
    78,812
    
    
    
    81,845
    
    
    
    78,684
    
    
    
    82,041
  
 *
    
    As adjusted for ASC 470-20 (See note 2). 4




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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 2009
    
    
    2008 *Cash flows from operating activities:Net income
    
    $
    12,307
    
    
    $
    268,190Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation, depletion, amortization and accretion
    
    
    153,566
    
    
    
    128,675Deferred income taxes
    
    
    26,429
    
    
    
    36,612Reduction in value of intangible assets
    
    
    92,683
    
    
    
    Reduction in value of equity-method investment
    
    
    36,486
    
    
    
    Non-cash interest expense related to 1.5% senior exchangeable
notes
    
    
    13,175
    
    
    
    12,549Tax benefit from exercise of stock options
    
    
    (127
    )
    
    
    (5,411
    )Stock-based and performance share unit compensation expense, net
    
    
    6,339
    
    
    
    9,466Retirement and deferred compensation plans expense, net
    
    
    1,154
    
    
    
    2,150(Earnings) losses from equity-method investments, net of cash
received
    
    
    24,737
    
    
    
    (2,121
    )Amortization of debt acquisition costs and note discount
    
    
    2,862
    
    
    
    2,414Gain on sale of businesses
    
    
    
    
    
    
    (40,946
    )Changes in operating assets and liabilities, net of acquisitions
and dispositions:Receivables
    
    
    7,620
    
    
    
    (96,741
    )Other current assets
    
    
    (155,715
    )
    
    
    (72,346
    )Accounts payable
    
    
    (18,295
    )
    
    
    10,391Accrued expenses
    
    
    (8,617
    )
    
    
    1,633Decommissioning liabilities
    
    
    
    
    
    
    (6,160
    )Income taxes
    
    
    (29,670
    )
    
    
    43,273Other, net
    
    
    12,012
    
    
    
    17,064Net cash provided by operating activities
    
    
    176,946
    
    
    
    308,692Cash flows from investing activities:Payments for capital expenditures
    
    
    (241,623
    )
    
    
    (324,318
    )Acquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (4,487
    )Cash proceeds from sale of businesses, net of cash sold
    
    
    
    
    
    
    155,312Other
    
    
    (3,721
    )
    
    
    (3,482
    )Net cash used in investing activities
    
    
    (245,344
    )
    
    
    (176,975
    )Cash flows from financing activities:Net borrowings from revolving credit facility
    
    
    57,200
    
    
    
    Principal payments on long-term debt
    
    
    (405
    )
    
    
    (405
    )Payment of debt acquisition costs
    
    
    (2,308
    )
    
    
    Proceeds from exercise of stock options
    
    
    306
    
    
    
    4,274Tax benefit from exercise of stock options
    
    
    127
    
    
    
    5,411Proceeds from issuance of stock through employee benefit plans
    
    
    1,615
    
    
    
    1,191Purchase and retirement of stock
    
    
    
    
    
    
    (64,203
    )Net cash provided by (used in) financing activities
    
    
    56,535
    
    
    
    (53,732
    )Effect of exchange rate changes on cash
    
    
    1,292
    
    
    
    (1,465
    )Net increase (decrease) in cash and cash equivalents
    
    
    (10,571
    )
    
    
    76,520Cash and cash equivalents at beginning of period
    
    
    44,853
    
    
    
    51,649Cash and cash equivalents at end of period
    
    $
    34,282
    
    
    $
    128,169
  
 *
    
    As adjusted for ASC 470-20 (See note 2). 5




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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 (1)
    
    Basis of Presentation
   (2)
    
    Adoption of Recent Accounting Pronouncement and Debt
  NetPrincipal
    
    Unamortized
    
    CarryingAs of
    
    Amount
    
    Discount
    
    ValueDecember 31, 2008
    
    $
    400,000
    
    
    $
    56,631
    
    
    $
    343,369September 30, 2009
    
    $
    400,000
    
    
    $
    43,456
    
    
    $
    356,544
  As Originally
    
    Effect of
    
    AsReported
    
    Change
    
    AdjustedIntangible assets and other long-term assets, net
    
    $
    129,675
    
    
    $
    (1,488
    )
    
    $
    128,187Deferred income taxes
    
    $
    226,421
    
    
    $
    20,403
    
    
    $
    246,824Long-term debt, net
    
    $
    710,830
    
    
    $
    (56,631
    )
    
    $
    654,199Additional paid in capital
    
    $
    320,309
    
    
    $
    55,127
    
    
    $
    375,436Retained earnings
    
    $
    931,787
    
    
    $
    (20,387
    )
    
    $
    911,400
 6




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Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2008
    
    
    2008Additional pre-tax non-cash interest expense, net
    
    $
    (4,066
    )
    
    $
    (12,200
    )Additional deferred tax benefit
    
    
    1,504
    
    
    
    4,514Retrospective change in net income
    
    $
    (2,562
    )
    
    $
    (7,686
    )Change to basic earnings per share
    
    $
    (0.03
    )
    
    $
    (0.10
    )Change to diluted earnings per share
    
    $
    (0.03
    )
    
    $
    (0.09
    )
   rd rd
 st st
 th th
 7




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##### Table of Contents




    
    during any fiscal quarter (and only during such fiscal quarter), if the last reported
sale price of the Companys common stock is greater than or equal to 135% of the applicable
exchange price of the notes for at least 20 trading days in the period of 30 consecutive
trading days ending on the last trading day of the preceding fiscal quarter;
    
    prior to December 15, 2011, during the five business-day period after any ten
consecutive trading-day period (the measurement period) in which the trading price of
$1,000 principal amount of notes for each trading day in the measurement period was less
than 95% of the product of the last reported sale price of the Companys common stock and
the exchange rate on such trading day;
    
    if the notes have been called for redemption;
    
    upon the occurrence of specified corporate transactions; or
    
    at any time beginning on September 15, 2026, and ending at the close of business on the
second business day immediately preceding the maturity date of December 15, 2026.
  (3)
    
    Reduction in Value of Intangible Assets
  8




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##### Table of Contents



(4)
    
    Acquisitions and Dispositions
       9




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##### Table of Contents



(5)
    
    Long-Term Contracts
   (6)
    
    Equity-Method Investments
    10




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##### Table of Contents



Nine Months Ended September 30,2009
    
    
    2008Revenues
    
    $
    119,611
    
    
    $
    163,203Cost of sales
    
    
    54,244
    
    
    
    52,935Gross profit
    
    $
    65,367
    
    
    $
    110,268Income (loss) from continuing operations
    
    $
    (33,209
    )
    
    $
    33,747Net loss
    
    $
    (65,321
    )
    
    $
    8,358
 Subsequent Event
  (7)
    
    Fair Value Measurements
 820-10
  Level 1:
    
    Unadjusted quoted prices in active markets for identical assets and liabilities.Level 2:
    
    Observable inputs other than those included in Level 1 such as quoted
prices for similar assets and liabilities in active markets; quoted prices for
identical assets or liabilities in inactive markets or model-derived valuations or
other inputs that can be corroborated by observable market data.Level 3:
    
    Unobservable inputs reflecting managements own assumptions about the
inputs used in pricing the asset or liability.
 11




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##### Table of Contents



Fair Value Measurements at Reporting Date UsingSeptember 30,2009
    
    Level 1
    
    Level 2
    
    Level 3Non-qualified deferred compensation assets
    
    $
    12,171
    
    
    $
    4,517
    
    
    $
    7,654
    
    
    
    Non-qualified deferred compensation liabilities
    
    $
    15,235
    
    
    
    
    
    
    $
    15,235
    
    
    
    December 31,2008
    
    Level 1
    
    Level 2
    
    Level 3Non-qualified deferred compensation assets
    
    $
    7,212
    
    
    
    
    
    
    $
    7,212
    
    
    
    Non-qualified deferred compensation liabilities
    
    $
    8,254
    
    
    
    
    
    
    $
    8,254
    
    
    
    
    Fair Value Measurements UsingSeptember 30,
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total2009
    
    Level 1
    
    Level 2
    
    Level 3
    
    LossesIntangible and other long-term assets, net
    
    $
    -0-
    
    
    
    
    
    
    
    
    
    
    $
    -0-
    
    
    $
    (92,683
    )Equity-method investments
    
    $
    -0-
    
    
    
    
    
    
    
    
    
    
    $
    -0-
    
    
    $
    (36,486
    )
  12




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##### Table of Contents



(8)
    
    Stock-Based and Deferred Compensation
  Stock Options
  Restricted Stock
  Restricted Stock Units
  Performance Share Units
  13




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##### Table of Contents



Employee Stock Purchase Plan
  Deferred Compensation Plan
 (see note 7).
 (9)
    
    Earnings per Share
   (10)
    
    Stockholders Equity
   14




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##### Table of Contents



(11)
    
    Segment Information
 Business Segments
   Three Months Ended September 30, 2009
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Unallocated
    
    TotalRevenues
    
    $
    254,335
    
    
    $
    100,832
    
    
    $
    31,288
    
    
    $
    
    
    
    $
    386,455Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    160,237
    
    
    
    36,211
    
    
    
    19,226
    
    
    
    
    
    
    
    215,674Depreciation and amortization
    
    
    22,602
    
    
    
    26,789
    
    
    
    3,329
    
    
    
    
    
    
    
    52,720General and administrative expenses
    
    
    39,933
    
    
    
    19,892
    
    
    
    3,600
    
    
    
    
    
    
    
    63,425Income from operations
    
    
    31,563
    
    
    
    17,940
    
    
    
    5,133
    
    
    
    
    
    
    
    54,636Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,320
    )
    
    
    (12,320
    )Loss from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,161
    )
    
    
    (4,161
    )Income (loss) before income taxes
    
    $
    31,563
    
    
    $
    17,940
    
    
    $
    5,133
    
    
    $
    (16,481
    )
    
    $
    38,155
 Three Months Ended September 30, 2008
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Unallocated
    
    TotalRevenues
    
    $
    319,798
    
    
    $
    136,600
    
    
    $
    33,884
    
    
    $
    
    
    
    $
    490,282Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    168,903
    
    
    
    46,422
    
    
    
    21,285
    
    
    
    
    
    
    
    236,610Depreciation and amortization
    
    
    18,424
    
    
    
    23,533
    
    
    
    2,885
    
    
    
    
    
    
    
    44,842General and administrative expenses
    
    
    42,122
    
    
    
    23,017
    
    
    
    3,240
    
    
    
    
    
    
    
    68,379Income from operations
    
    
    90,349
    
    
    
    43,628
    
    
    
    6,474
    
    
    
    
    
    
    
    140,451Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,659
    )
    
    
    (11,659
    )Earnings from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,167
    
    
    
    23,167Income before income taxes
    
    $
    90,349
    
    
    $
    43,628
    
    
    $
    6,474
    
    
    $
    11,508
    
    
    $
    151,959
 15




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Nine Months Ended September 30, 2009
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Unallocated
    
    TotalRevenues
    
    $
    773,513
    
    
    $
    329,309
    
    
    $
    81,903
    
    
    $
    
    
    
    $
    1,184,725Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    473,240
    
    
    
    111,549
    
    
    
    50,618
    
    
    
    
    
    
    
    635,407Depreciation and amortization
    
    
    66,267
    
    
    
    78,436
    
    
    
    8,863
    
    
    
    
    
    
    
    153,566General and administrative expenses
    
    
    113,154
    
    
    
    65,952
    
    
    
    9,588
    
    
    
    
    
    
    
    188,694Reduction in value of intangible assets
    
    
    92,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,683Income from operations
    
    
    28,169
    
    
    
    73,372
    
    
    
    12,834
    
    
    
    
    
    
    
    114,375Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,328
    )
    
    
    (37,328
    )Loss from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,331
    )
    
    
    (21,331
    )Reduction in value of equity-method
investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,486
    )
    
    
    (36,486
    )Income (loss) before income taxes
    
    $
    28,169
    
    
    $
    73,372
    
    
    $
    12,834
    
    
    $
    (95,145
    )
    
    $
    19,230
 Nine Months Ended September 30, 2008
 Oil & GasWell
    
    Rental
    
    
    
    
    
    
    
    
    
    Eliminations
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    & Unallocated
    
    TotalRevenues
    
    $
    850,804
    
    
    $
    401,700
    
    
    $
    82,964
    
    
    $
    55,072
    
    
    $
    (1,212
    )
    
    $
    1,389,328Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    462,783
    
    
    
    131,857
    
    
    
    56,411
    
    
    
    12,986
    
    
    
    (1,212
    )
    
    
    662,825Depreciation, depletion, amortization and accretion
    
    
    51,981
    
    
    
    66,558
    
    
    
    7,337
    
    
    
    2,799
    
    
    
    
    
    
    
    128,675General and administrative expenses
    
    
    117,211
    
    
    
    69,701
    
    
    
    8,719
    
    
    
    8,780
    
    
    
    
    
    
    
    204,411Gain on sale of businesses
    
    
    500
    
    
    
    3,332
    
    
    
    
    
    
    
    37,114
    
    
    
    
    
    
    
    40,946Income from operations
    
    
    219,329
    
    
    
    136,916
    
    
    
    10,497
    
    
    
    67,621
    
    
    
    
    
    
    
    434,363Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,865
    )
    
    
    (34,865
    )Earnings from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,359
    
    
    
    
    
    
    
    19,359Income (loss) before income taxes
    
    $
    219,329
    
    
    $
    136,916
    
    
    $
    10,497
    
    
    $
    86,980
    
    
    $
    (34,865
    )
    
    $
    418,857
 Identifiable Assets
 Well
    
    
    Rental
    
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    
    Tools
    
    
    Marine
    
    
    Unallocated
    
    
    TotalSeptember 30, 2009
    
    $
    1,457,151
    
    
    $
    773,871
    
    
    $
    291,257
    
    
    $
    64,685
    
    
    $
    2,586,964December 31, 2008
    
    $
    1,343,710
    
    
    $
    762,848
    
    
    $
    239,572
    
    
    $
    144,015
    
    
    $
    2,490,145
 16




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##### Table of Contents



Geographic Segments
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Revenues:
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    $
    294,316
    
    
    $
    411,373
    
    
    $
    948,851
    
    
    $
    1,153,141Other Countries
    
    
    92,139
    
    
    
    78,909
    
    
    
    235,874
    
    
    
    236,187Total
    
    $
    386,455
    
    
    $
    490,282
    
    
    $
    1,184,725
    
    
    $
    1,389,328
 September 30,
    
    
    December 31,Long-Lived Assets:
    
    2009
    
    
    2008United States
    
    $
    971,188
    
    
    $
    938,453Other Countries
    
    
    237,631
    
    
    
    176,488Total
    
    $
    1,208,819
    
    
    $
    1,114,941
 (12)
    
    Guarantee
  17




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##### Table of Contents



(13)
    
    Other Comprehensive Loss
  Three Months EndedSeptember 30,2009
    
    
    2008Accumulated other comprehensive loss, June 30,
2009 and 2008, respectively
    
    $
    (14,246
    )
    
    $
    (7,775
    )Other comprehensive income (loss):Other comprehensive income (loss), net of taxHedging activities:Unrealized gain on equity-method investments hedging
activities, net of tax of $11,127 in 2008
    
    
    
    
    
    
    18,947Foreign currency translation adjustment
    
    
    (4,338
    )
    
    
    (16,693
    )Total other comprehensive income (loss)
    
    
    (4,338
    )
    
    
    2,254Accumulated other comprehensive loss, September 30,
2009 and 2008, respectively
    
    $
    (18,584
    )
    
    $
    (5,521
    )
 Nine Months EndedSeptember 30,2009
    
    
    2008Accumulated other comprehensive income (loss), December 31,
2008 and 2007, respectively
    
    $
    (32,641
    )
    
    $
    9,078Other comprehensive income (loss):Other comprehensive income (loss), net of taxHedging activities:Unrealized gain (loss) on equity-method investments hedging
activities, net of tax of ($2,279) in 2009 and $332 in 2008
    
    
    (3,881
    )
    
    
    564Foreign currency translation adjustment
    
    
    17,938
    
    
    
    (15,163
    )Total other comprehensive income (loss)
    
    
    14,057
    
    
    
    (14,599
    )Accumulated other comprehensive loss, September 30,
2009 and 2008, respectively
    
    $
    (18,584
    )
    
    $
    (5,521
    )
 (14)
    
    Income Taxes
   18




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##### Table of Contents



(15)
    
    Commitments and Contingencies
  (16)
    
    Subsequent Events
   (17)
    
    New Accounting Pronouncements
   19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward-Looking Statements
  Executive Summary
      20




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##### Table of Contents



Comparison of the Results of Operations for the Three Months Ended September 30, 2009 and
2008
   Revenue
    
    
    Cost of Services, Rentals and Sales2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    %
    
    
    2008
    
    
    %
    
    
    ChangeWell Intervention
    
    $
    254,335
    
    
    $
    319,798
    
    
    $
    (65,463
    )
    
    $
    160,237
    
    

    63%

    
    $
    168,903
    
    

    53%

    
    $
    (8,666
    )Rental Tools
    
    
    100,832
    
    
    
    136,600
    
    
    
    (35,768
    )
    
    
    36,211
    
    

        36%

    
    
    46,422
    
    

        34%

    
    
    (10,211
    )Marine
    
    
    31,288
    
    
    
    33,884
    
    
    
    (2,596
    )
    
    
    19,226
    
    

        61%

    
    
    21,285
    
    

        63%

    
    
    (2,059
    )Total
    
    $
    386,455
    
    
    $
    490,282
    
    
    $
    (103,827
    )
    
    $
    215,674
    
    

        56%

    
    $
    236,610
    
    

        48%

    
    $
    (20,936
    )
 21




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##### Table of Contents



Well Intervention Segment
  Rental Tools Segment
  Marine Segment
  Depreciation and Amortization
  General and Administrative Expenses
  22




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##### Table of Contents



Comparison of the Results of Operations for the Nine Months Ended September 30, 2009 and
2008
   Revenue
    
    
    Cost of Services, Rentals and Sales2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    %
    
    
    2008
    
    
    %
    
    
    ChangeWell Intervention
    
    $
    773,513
    
    
    $
    850,804
    
    
    $
    (77,291
    )
    
    $
    473,240
    
    

    61%

    
    $
    462,783
    
    

    54%

    
    $
    10,457Rental Tools
    
    
    329,309
    
    
    
    401,700
    
    
    
    (72,391
    )
    
    
    111,549
    
    

    34%

    
    
    131,857
    
    

    33%

    
    
    (20,308
    )Marine
    
    
    81,903
    
    
    
    82,964
    
    
    
    (1,061
    )
    
    
    50,618
    
    

    62%

    
    
    56,411
    
    

    68%

    
    
    (5,793
    )Oil and Gas
    
    
    
    
    
    
    55,072
    
    
    
    (55,072
    )
    
    
    
    
    

    

    
    
    12,986
    
    

    24%

    
    
    (12,986
    )Less: Oil and Gas Elim.
    
    
    
    
    
    
    (1,212
    )
    
    
    1,212
    
    
    
    
    
    

    

    
    
    (1,212
    )
    

    

    
    
    1,212Total
    
    $
    1,184,725
    
    
    $
    1,389,328
    
    
    $
    (204,603
    )
    
    $
    635,407
    
    

    54%

    
    $
    662,825
    
    

    48%

    
    $
    (27,418
    )
  Well Intervention Segment
  23




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##### Table of Contents



Rental Tools Segment
  Marine Segment
  Oil and Gas Segment
  Depreciation, Depletion, Amortization and Accretion
  General and Administrative Expenses
  Reduction in Value of Assets
   24




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##### Table of Contents



Liquidity and Capital Resources
      rd rd
 25




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##### Table of Contents



st st
  th th
  
    
    during any fiscal quarter (and only during such fiscal quarter), if the last reported
sale price of our common stock is greater than or equal to 135% of the applicable exchange
price of the notes for at least 20 trading days in the period of 30 consecutive trading
days ending on the last trading day of the preceding fiscal quarter;
 
    
    prior to December 15, 2011, during the five business-day period after any ten
consecutive trading-day period (the measurement period) in which the trading price of
$1,000 principal amount of notes for each trading day in the measurement period was less
than 95% of the product of the last reported sale price of our common stock and the
exchange rate on such trading day;
 
    
    if the notes have been called for redemption;
 
    
    upon the occurrence of specified corporate transactions; or
 
    
    at any time beginning on September 15, 2026, and ending at the close of business on the
second business day immediately preceding the maturity date of December 15, 2026.
   26




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##### Table of Contents



RemainingThreeMonthsDescription
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    ThereafterLong-term debt, including estimated interest payments
    
    $
    14,841
    
    
    $
    31,267
    
    
    $
    86,449
    
    
    $
    27,231
    
    
    $
    27,179
    
    
    $
    316,814
    
    
    $
    474,354Operating leases
    
    
    3,696
    
    
    
    13,452
    
    
    
    7,536
    
    
    
    4,697
    
    
    
    2,872
    
    
    
    970
    
    
    
    14,248Other long-term liabilities
    
    
    
    
    
    
    12,256
    
    
    
    13,260
    
    
    
    6,849
    
    
    
    3,094
    
    
    
    299
    
    
    
    13,209Total
    
    $
    18,537
    
    
    $
    56,975
    
    
    $
    107,245
    
    
    $
    38,777
    
    
    $
    33,145
    
    
    $
    318,083
    
    
    $
    501,811
   Off-Balance Sheet Financing Arrangements
  Hedging Activities
  New Accounting Pronouncements
  27




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Foreign Currency Exchange Rates
    Interest Rate Risk
  Equity Price Risk
  28




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##### Table of Contents



Commodity Price Risk
  
 Item 4. Controls and Procedures
 a.
    
    Evaluation of disclosure control and procedures. As of the end of the period
covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief
Financial Officer have concluded, based on their evaluation, that our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are
effective for ensuring that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures and is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms.
 b.
    
    Changes in internal control. There has been no change in our internal control
over financial reporting that occurred during the three months ended September 30, 2009,
that has materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.
 29




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 6. Exhibits
  3.1
    
    Composite Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to the Companys Form 10-Q filed on August 7, 2009).3.2
    
    Amended and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3.1 to the Companys Form 8-K filed on September 12, 2007).31.1
    
    Officers certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Officers certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Officers certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Officers certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   SUPERIOR ENERGY SERVICES, INC.Date: November 6, 2009
    By:
    /s/ Robert S. TaylorRobert S. TaylorExecutive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer) 30