##### 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 June 30, 2008
 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
    
    75-2379388(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1105 Peters RoadHarvey, Louisiana
    
    70058(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (504) 362-4321
 þ 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
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    28PART II OTHER INFORMATIONItem 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 6. Exhibits
    
    
    29Officer's Certification pursuant to Section 302Officer's Certification pursuant to Section 302Officer's Certification pursuant to Section 906Officer's Certification pursuant to Section 906
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 6/30/08
    
    
    12/31/07(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    119,132
    
    
    $
    51,649Accounts receivable, net
    
    
    391,400
    
    
    
    343,334Current portion of notes receivable
    
    
    
    
    
    
    15,584Prepaid expenses
    
    
    22,273
    
    
    
    19,641Other current assets
    
    
    45,693
    
    
    
    40,797Total current assets
    
    
    578,498
    
    
    
    471,005Property, plant and equipment, net
    
    
    1,002,436
    
    
    
    1,086,408Goodwill
    
    
    487,243
    
    
    
    484,594Notes receivable
    
    
    
    
    
    
    16,732Equity-method investments
    
    
    72,354
    
    
    
    56,961Intangible and other long-term assets, net
    
    
    138,513
    
    
    
    141,549Total assets
    
    $
    2,279,044
    
    
    $
    2,257,249LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    69,648
    
    
    $
    69,510Accrued expenses
    
    
    135,189
    
    
    
    177,779Income taxes payable
    
    
    36,367
    
    
    
    7,520Current portion of decommissioning liabilities
    
    
    
    
    
    
    36,812Current maturities of long-term debt
    
    
    810
    
    
    
    810Total current liabilities
    
    
    242,014
    
    
    
    292,431Deferred income taxes
    
    
    154,322
    
    
    
    163,338Decommissioning liabilities
    
    
    
    
    
    
    88,158Long-term debt, net
    
    
    710,987
    
    
    
    711,151Other long-term liabilities
    
    
    26,178
    
    
    
    21,492Stockholders 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, 80,772,276 shares at June 30, 2008, and 80,671,650
shares at December 31, 2007
    
    
    81
    
    
    
    81Additional paid in capital
    
    
    407,152
    
    
    
    401,455Accumulated other comprehensive income (loss), net
    
    
    (7,775
    )
    
    
    9,078Retained earnings
    
    
    746,085
    
    
    
    570,065Total stockholders equity
    
    
    1,145,543
    
    
    
    980,679Total liabilities and stockholders equity
    
    $
    2,279,044
    
    
    $
    2,257,249
  3




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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 Three Months
    
    
    Six Months2008
    
    
    2007
    
    
    2008
    
    
    2007Oilfield service and rental revenues
    
    $
    457,655
    
    
    $
    348,589
    
    
    $
    843,974
    
    
    $
    674,484Oil and gas revenues
    
    
    
    
    
    
    48,164
    
    
    
    55,072
    
    
    
    85,193Total revenues
    
    
    457,655
    
    
    
    396,753
    
    
    
    899,046
    
    
    
    759,677Cost of oilfield services and rentals
    
    
    222,097
    
    
    
    162,973
    
    
    
    413,229
    
    
    
    305,402Cost of oil and gas sales
    
    
    
    
    
    
    18,833
    
    
    
    12,986
    
    
    
    36,891Total cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    222,097
    
    
    
    181,806
    
    
    
    426,215
    
    
    
    342,293Depreciation, depletion, amortization and accretion
    
    
    41,954
    
    
    
    45,242
    
    
    
    83,833
    
    
    
    84,086General and administrative expenses
    
    
    66,426
    
    
    
    53,824
    
    
    
    136,032
    
    
    
    104,683Gain on sale of businesses
    
    
    3,058
    
    
    
    
    
    
    
    40,946
    
    
    
    Income from operations
    
    
    130,236
    
    
    
    115,881
    
    
    
    293,912
    
    
    
    228,615Other income (expense):Interest expense, net
    
    
    (6,956
    )
    
    
    (7,534
    )
    
    
    (15,072
    )
    
    
    (15,233
    )Earnings (losses) from equity-method investments, net
    
    
    (7,765
    )
    
    
    1,164
    
    
    
    (3,808
    )
    
    
    (3,842
    )Income before income taxes
    
    
    115,515
    
    
    
    109,511
    
    
    
    275,032
    
    
    
    209,540Income taxes
    
    
    41,586
    
    
    
    39,424
    
    
    
    99,012
    
    
    
    75,434Net income
    
    $
    73,929
    
    
    $
    70,087
    
    
    $
    176,020
    
    
    $
    134,106Basic earnings per share
    
    $
    0.92
    
    
    $
    0.86
    
    
    $
    2.18
    
    
    $
    1.66Diluted earnings per share
    
    $
    0.89
    
    
    $
    0.85
    
    
    $
    2.14
    
    
    $
    1.63Weighted average common shares used
in computing earnings per share:Basic
    
    
    80,749
    
    
    
    81,047
    
    
    
    80,762
    
    
    
    80,841Incremental common shares from stock-based compensation
    
    
    1,409
    
    
    
    1,515
    
    
    
    1,372
    
    
    
    1,538Incremental common shares from senior exchangeable notes
    
    
    784
    
    
    
    
    
    
    
    
    
    
    
    Diluted
    
    
    82,942
    
    
    
    82,562
    
    
    
    82,134
    
    
    
    82,379
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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    176,020
    
    
    $
    134,106Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation, depletion, amortization and accretion
    
    
    83,833
    
    
    
    84,086Deferred income taxes
    
    
    1,629
    
    
    
    1,860Non-cash stock-based and performance share unit compensation expense
    
    
    6,346
    
    
    
    6,160Losses from equity-method investments, net
    
    
    3,808
    
    
    
    3,842Amortization of debt acquisition costs and note discount
    
    
    1,832
    
    
    
    1,771Gain on sale of businesses
    
    
    (40,946
    )
    
    
    Changes in operating assets and liabilities, net of acquisitions
and dispositions:Receivables
    
    
    (102,165
    )
    
    
    (37,274
    )Accounts payable
    
    
    925
    
    
    
    3,327Accrued expenses
    
    
    (22,010
    )
    
    
    (7,190
    )Decommissioning liabilities
    
    
    (6,160
    )
    
    
    (1,224
    )Income taxes
    
    
    28,698
    
    
    
    10,390Other, net
    
    
    (1,347
    )
    
    
    14,193Net cash provided by operating activities
    
    
    130,463
    
    
    
    214,047Cash flows from investing activities:Payments for capital expenditures
    
    
    (208,976
    )
    
    
    (199,629
    )Acquisitions of businesses, net of cash acquired
    
    
    (4,487
    )
    
    
    (79,624
    )Cash proceeds from sale of businesses, net of cash sold
    
    
    155,312
    
    
    
    1,750Other
    
    
    (2,204
    )
    
    
    9,189Net cash used in investing activities
    
    
    (60,355
    )
    
    
    (268,314
    )Cash flows from financing activities:Net borrowings from revolving credit facility
    
    
    
    
    
    
    35,000Principal payments on long-term debt
    
    
    (405
    )
    
    
    (405
    )Payment of debt acquisition costs
    
    
    
    
    
    
    (62
    )Proceeds from exercise of stock options
    
    
    2,425
    
    
    
    8,017Tax benefit from exercise of stock options
    
    
    2,885
    
    
    
    8,943Proceeds from issuance of stock through employee benefit plans
    
    
    838
    
    
    
    Purchase and retirement of stock
    
    
    (8,793
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (3,050
    )
    
    
    51,493Effect of exchange rate changes on cash
    
    
    425
    
    
    
    333Net increase (decrease) in cash
    
    
    67,483
    
    
    
    (2,441
    )Cash and cash equivalents at beginning of period
    
    
    51,649
    
    
    
    38,970Cash and cash equivalents at end of period
    
    $
    119,132
    
    
    $
    36,529
  5




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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 Basis of Presentation
   Stock-Based and Long-Term Compensation
  Stock Options
  Restricted Stock
  Restricted Stock Units
  6




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Performance Share Units
  Employee Stock Purchase Plan
  Earnings per Share
   Stockholders Equity
  Acquisitions and Dispositions
  7




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8




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##### Table of Contents



Segment Information
 Business Segments
   Three Months Ended June 30, 2008
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    Unallocated
    
    TotalRevenues
    
    $
    296,891
    
    
    $
    134,773
    
    
    $
    25,991
    
    
    $
    
    
    
    $
    
    
    
    $
    457,655Cost of services, rentals and sales
(exclusive of items shown
separately below)
    
    
    161,481
    
    
    
    41,335
    
    
    
    19,281
    
    
    
    
    
    
    
    
    
    
    
    222,097Depreciation and amortization
    
    
    17,296
    
    
    
    22,279
    
    
    
    2,379
    
    
    
    
    
    
    
    
    
    
    
    41,954General and administrative expenses
    
    
    39,912
    
    
    
    23,628
    
    
    
    2,886
    
    
    
    
    
    
    
    
    
    
    
    66,426Gain on sale of business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,058
    
    
    
    
    
    
    
    3,058Income from operations
    
    
    78,202
    
    
    
    47,531
    
    
    
    1,445
    
    
    
    3,058
    
    
    
    
    
    
    
    130,236Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,956
    )
    
    
    (6,956
    )Losses from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,765
    )
    
    
    
    
    
    
    (7,765
    )Income (loss) before income taxes
    
    $
    78,202
    
    
    $
    47,531
    
    
    $
    1,445
    
    
    $
    (4,707
    )
    
    $
    (6,956
    )
    
    $
    115,515
 Three Months Ended June 30, 2007
 Oil & GasWell
    
    Rental
    
    
    
    
    
    
    
    
    
    Eliminations
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    & Unallocated
    
    TotalRevenues
    
    $
    190,542
    
    
    $
    123,736
    
    
    $
    35,162
    
    
    $
    48,164
    
    
    $
    (851
    )
    
    $
    396,753Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    109,449
    
    
    
    39,018
    
    
    
    15,357
    
    
    
    18,833
    
    
    
    (851
    )
    
    
    181,806Depreciation, depletion, amortization and
accretion
    
    
    11,255
    
    
    
    16,606
    
    
    
    2,205
    
    
    
    15,176
    
    
    
    
    
    
    
    45,242General and administrative expenses
    
    
    27,727
    
    
    
    21,472
    
    
    
    2,388
    
    
    
    2,237
    
    
    
    
    
    
    
    53,824Income from operations
    
    
    42,111
    
    
    
    46,640
    
    
    
    15,212
    
    
    
    11,918
    
    
    
    
    
    
    
    115,881Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    322
    
    
    
    (7,856
    )
    
    
    (7,534
    )Earnings from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,164
    
    
    
    
    
    
    
    1,164Income (loss) before income taxes
    
    $
    42,111
    
    
    $
    46,640
    
    
    $
    15,212
    
    
    $
    13,404
    
    
    $
    (7,856
    )
    
    $
    109,511
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Six Months Ended June 30, 2008
 Oil & GasWell
    
    Rental
    
    
    
    
    
    
    
    
    
    Eliminations
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    & Unallocated
    
    TotalRevenues
    
    $
    531,006
    
    
    $
    265,100
    
    
    $
    49,080
    
    
    $
    55,072
    
    
    $
    (1,212
    )
    
    $
    899,046Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    293,880
    
    
    
    85,435
    
    
    
    35,126
    
    
    
    12,986
    
    
    
    (1,212
    )
    
    
    426,215Depreciation, depletion, amortization and
accretion
    
    
    33,557
    
    
    
    43,025
    
    
    
    4,452
    
    
    
    2,799
    
    
    
    
    
    
    
    83,833General and administrative expenses
    
    
    75,089
    
    
    
    46,684
    
    
    
    5,479
    
    
    
    8,780
    
    
    
    
    
    
    
    136,032Gain on sale of businesses
    
    
    500
    
    
    
    3,332
    
    
    
    
    
    
    
    37,114
    
    
    
    
    
    
    
    40,946Income from operations
    
    
    128,980
    
    
    
    93,288
    
    
    
    4,023
    
    
    
    67,621
    
    
    
    
    
    
    
    293,912Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,072
    )
    
    
    (15,072
    )Losses from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,808
    )
    
    
    
    
    
    
    (3,808
    )Income (loss) before income taxes
    
    $
    128,980
    
    
    $
    93,288
    
    
    $
    4,023
    
    
    $
    63,813
    
    
    $
    (15,072
    )
    
    $
    275,032
 Six Months Ended June 30, 2007
 Oil & GasWell
    
    Rental
    
    
    
    
    
    
    
    
    
    Eliminations
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    & Unallocated
    
    TotalRevenues
    
    $
    367,473
    
    
    $
    239,916
    
    
    $
    71,028
    
    
    $
    85,193
    
    
    $
    (3,933
    )
    
    $
    759,677Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    204,956
    
    
    
    74,534
    
    
    
    29,846
    
    
    
    36,890
    
    
    
    (3,933
    )
    
    
    342,293Depreciation, depletion, amortization and
accretion
    
    
    21,613
    
    
    
    31,856
    
    
    
    4,393
    
    
    
    26,224
    
    
    
    
    
    
    
    84,086General and administrative expenses
    
    
    52,728
    
    
    
    41,810
    
    
    
    5,116
    
    
    
    5,029
    
    
    
    
    
    
    
    104,683Income from operations
    
    
    88,176
    
    
    
    91,716
    
    
    
    31,673
    
    
    
    17,050
    
    
    
    
    
    
    
    228,615Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    613
    
    
    
    (15,846
    )
    
    
    (15,233
    )Losses from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,842
    )
    
    
    
    
    
    
    (3,842
    )Income (loss) before income taxes
    
    $
    88,176
    
    
    $
    91,716
    
    
    $
    31,673
    
    
    $
    13,821
    
    
    $
    (15,846
    )
    
    $
    209,540
 Identifiable Assets
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    Unallocated
    
    TotalJune 30, 2008
    
    $
    1,199,501
    
    
    $
    753,580
    
    
    $
    226,474
    
    
    $
    71,361
    
    
    $
    28,128
    
    
    $
    2,279,044December 31, 2007
    
    $
    996,946
    
    
    $
    687,944
    
    
    $
    200,623
    
    
    $
    344,667
    
    
    $
    27,069
    
    
    $
    2,257,249
 10




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##### Table of Contents



Geographic Segments
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Revenues:
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007United States
    
    $
    377,155
    
    
    $
    319,647
    
    
    $
    741,768
    
    
    $
    613,668Other Countries
    
    
    80,500
    
    
    
    77,106
    
    
    
    157,278
    
    
    
    146,009Total
    
    $
    457,655
    
    
    $
    396,753
    
    
    $
    899,046
    
    
    $
    759,677
 June 30,
    
    
    December 31,Long-Lived Assets:
    
    2008
    
    
    2007United States
    
    $
    804,980
    
    
    $
    912,376Other Countries
    
    
    197,456
    
    
    
    174,032Total
    
    $
    1,002,436
    
    
    $
    1,086,408
 Long-Term Contracts
    11




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Equity-Method Investments
     
 Debt
  12




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rd rd
 st st
 th th
  
    
    during any fiscal quarter (and only during such fiscal quarter) commencing after March
31, 2007, 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.
  13




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Other Comprehensive Income
  Three Months EndedJune 30,2008
    
    
    2007Accumulated other comprehensive income, March 31,
2008 and 2007, respectively
    
    $
    3,780
    
    
    $
    9,846Other comprehensive income (loss):Other comprehensive income (loss), net of taxHedging activities:Unrealized loss on equity-method investments hedging
activities, net of tax of ($6,944)
    
    
    (11,824
    )
    
    
    Foreign currency translation adjustment
    
    
    269
    
    
    
    2,900Total other comprehensive income (loss)
    
    
    (11,555
    )
    
    
    2,900Accumulated other comprehensive income (loss), June 30,
2008 and 2007, respectively
    
    $
    (7,775
    )
    
    $
    12,746
 Six Months EndedJune 30,2008
    
    
    2007Accumulated other comprehensive income, December 31,
2007 and 2006, respectively
    
    $
    9,078
    
    
    $
    10,288Other comprehensive income (loss):Other comprehensive income (loss), net of taxHedging activities:Unrealized loss on equity-method investments hedging
activities, net of tax of ($10,796)
    
    
    (18,383
    )
    
    
    Foreign currency translation adjustment
    
    
    1,530
    
    
    
    2,458Total other comprehensive income (loss)
    
    
    (16,853
    )
    
    
    2,458Accumulated other comprehensive income (loss), June 30,
2008 and 2007, respectively
    
    $
    (7,775
    )
    
    $
    12,746
 Income Taxes
    14




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Commitments and Contingencies
  Fair Value Measurements
    Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets for
    
    Significant Other
    
    SignificantJune 30,
    
    Identical Assets
    
    Observable Inputs
    
    Unobservable Inputs2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Money market funds
    
    $
    79,467
    
    
    $
    79,467
    
    
    $
    
    
    
    $
    Non-qualified deferred compensation assets
    
    $
    9,815
    
    
    $
    
    
    
    $
    9,815
    
    
    $
    Non-qualified deferred compensation
liabilities
    
    $
    10,130
    
    
    $
    
    
    
    $
    10,130
    
    
    $
    
  15




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Accounting Pronouncements
      16




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##### Table of Contents



17




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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
    18




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##### Table of Contents



Comparison of the Results of Operations for the Three Months Ended June 30, 2008 and 2007
   Revenue
    
    
    Cost of Services, Rentals and Sales2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    %
    
    
    2007
    
    
    %
    
    
    ChangeWell Intervention
    
    $
    296,891
    
    
    $
    190,542
    
    
    $
    106,349
    
    
    $
    161,481
    
    
    
    54
    %
    
    $
    109,449
    
    
    
    57
    %
    
    $
    52,032Rental Tools
    
    
    134,773
    
    
    
    123,736
    
    
    
    11,037
    
    
    
    41,335
    
    
    
    31
    %
    
    
    39,018
    
    
    
    32
    %
    
    
    2,317Marine
    
    
    25,991
    
    
    
    35,162
    
    
    
    (9,171
    )
    
    
    19,281
    
    
    
    74
    %
    
    
    15,357
    
    
    
    44
    %
    
    
    3,924Oil and Gas
    
    
    
    
    
    
    48,164
    
    
    
    (48,164
    )
    
    
    
    
    
    
    
    
    
    
    18,833
    
    
    
    39
    %
    
    
    (18,833
    )Less: Oil and Gas
Elim.
    
    
    
    
    
    
    (851
    )
    
    
    851
    
    
    
    
    
    
    
    
    
    
    
    (851
    )
    
    
    
    
    
    
    851Total
    
    $
    457,655
    
    
    $
    396,753
    
    
    $
    60,902
    
    
    $
    222,097
    
    
    
    49
    %
    
    $
    181,806
    
    
    
    46
    %
    
    $
    40,291
 19




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##### Table of Contents



Well Intervention Segment
  Rental Tools Segment
  Marine Segment
  Oil and Gas Segment
  Depreciation and Amortization
  20




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##### Table of Contents



General and Administrative Expenses
  Comparison of the Results of Operations for the Six Months Ended June 30, 2008 and 2007
   Revenue
    
    
    Cost of Services, Rentals and Sales2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    %
    
    
    2007
    
    
    %
    
    
    ChangeWell Intervention
    
    $
    531,006
    
    
    $
    367,473
    
    
    $
    163,533
    
    
    $
    293,880
    
    
    
    55
    %
    
    $
    204,955
    
    
    
    56
    %
    
    $
    88,925Rental Tools
    
    
    265,100
    
    
    
    239,916
    
    
    
    25,184
    
    
    
    85,435
    
    
    
    32
    %
    
    
    74,534
    
    
    
    31
    %
    
    
    10,901Marine
    
    
    49,080
    
    
    
    71,028
    
    
    
    (21,948
    )
    
    
    35,126
    
    
    
    72
    %
    
    
    29,846
    
    
    
    42
    %
    
    
    5,280Oil and Gas
    
    
    55,072
    
    
    
    85,193
    
    
    
    (30,121
    )
    
    
    12,986
    
    
    
    24
    %
    
    
    36,891
    
    
    
    43
    %
    
    
    (23,905
    )Less: Oil and Gas
Elim.
    
    
    (1,212
    )
    
    
    (3,933
    )
    
    
    2,721
    
    
    
    (1,212
    )
    
    
    
    
    
    
    (3,933
    )
    
    
    
    
    
    
    2,721Total
    
    $
    899,046
    
    
    $
    759,677
    
    
    $
    139,369
    
    
    $
    426,215
    
    
    
    47
    %
    
    $
    342,293
    
    
    
    45
    %
    
    $
    83,922
  Well Intervention Segment
  21




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Rental Tools Segment
  Marine Segment
  Oil and Gas Segment
   Depreciation, Depletion, Amortization and Accretion
  22




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General and Administrative Expenses
  Liquidity and Capital Resources
        23




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##### Table of Contents



rd rd
 st st
 th th
  
    
    during any fiscal quarter (and only during such fiscal quarter) commencing after March
31, 2007, 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.
   24




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##### Table of Contents



RemainingSix MonthsDescription
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    ThereafterLong-term debt, including
estimated interest
payments
    
    $
    14,214
    
    
    $
    28,388
    
    
    $
    28,336
    
    
    $
    27,783
    
    
    $
    27,231
    
    
    $
    27,179
    
    
    $
    791,168Operating leases
    
    
    5,881
    
    
    
    11,076
    
    
    
    7,922
    
    
    
    4,924
    
    
    
    3,063
    
    
    
    1,662
    
    
    
    16,992Vessel construction
    
    
    46,024
    
    
    
    15,340
    
    
    
    545
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    66,119
    
    
    $
    54,804
    
    
    $
    36,803
    
    
    $
    32,707
    
    
    $
    30,294
    
    
    $
    28,841
    
    
    $
    808,160
   New Accounting Pronouncements
    25




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26




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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
    27




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##### Table of Contents



Commodity Price Risk
  
 Item 4. Controls and Procedures
   28




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    The annual meeting of our stockholders was held on May 21, 2008.(b)
    
    At the annual meeting, the stockholders elected Harold J. Bouillion, Enoch L. Dawkins,
James M. Funk, Terence E. Hall, Ernest E. Howard, III, Richard A. Pattarozzi, and Justin L.
Sullivan to serve as directors until the next annual meeting of stockholders.(c)
    
    At the annual meeting, our stockholders:
 (i)
    
    Elected seven directors with the following number of votes cast for and
withheld from such nominees:
 Director
    
    For
    
    WithheldHarold J. Bouillion
    
    
    66,054,216
    
    
    
    8,878,836Enoch L. Dawkins
    
    
    61,862,046
    
    
    
    13,071,006James M. Funk
    
    
    65,959,933
    
    
    
    8,973,119Terence E. Hall
    
    
    65,604,325
    
    
    
    9,328,727Ernest E. Howard, III
    
    
    62,475,634
    
    
    
    12,457,418Richard A. Pattarozzi
    
    
    65,813,454
    
    
    
    9,119,598Justin L. Sullivan
    
    
    65,472,887
    
    
    
    9,460,165
 (ii)
    
    Ratified the appointment of KPMG LLP as our independent auditors for
the fiscal year ending December 31, 2008. The number of votes cast for and against
this proposal, as well as the number of abstentions and non-votes, is as follows:
 For
    
    Against
    
    Abstentions
    
    Non-Votes73,310,509
    
    
    1,579,423
    
    
    
    43,121
    
    
    
    
 
 Item 6. Exhibits
 (a)
    
    The following exhibits are filed with this Form 10-Q:
 3.1
    
    Certificate of Incorporation of the Company (incorporated herein by reference to the
Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996).3.2
    
    Certificate of Amendment to the Companys Certificate of Incorporation (incorporated
herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).3.3
    
    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.
 29




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SUPERIOR ENERGY SERVICES, INC.Date: August 8, 2008
    By:
    /s/ Robert S. TaylorRobert S. TaylorExecutive Vice President, Treasurer
and
Chief Financial Officer
(Principal Financial and Accounting Officer) 30