##### 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, 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(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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



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
    
    
    28Item 4. Controls and Procedures
    
    
    29PART II OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 6. Exhibits
    
    
    30EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 9/30/08
    
    
    12/31/07(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    128,169
    
    
    $
    51,649Accounts receivable, net
    
    
    383,813
    
    
    
    343,334Current portion of notes receivable
    
    
    
    
    
    
    15,584Prepaid expenses
    
    
    19,888
    
    
    
    19,641Other current assets
    
    
    110,403
    
    
    
    40,797Total current assets
    
    
    642,273
    
    
    
    471,005Property, plant and equipment, net
    
    
    1,055,310
    
    
    
    1,086,408Goodwill
    
    
    483,266
    
    
    
    484,594Notes receivable
    
    
    
    
    
    
    16,732Equity-method investments
    
    
    108,153
    
    
    
    56,961Intangible and other long-term assets, net
    
    
    133,880
    
    
    
    141,549Total assets
    
    $
    2,422,882
    
    
    $
    2,257,249LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    78,394
    
    
    $
    69,510Accrued expenses
    
    
    158,489
    
    
    
    177,779Income taxes payable
    
    
    50,592
    
    
    
    7,520Current portion of decommissioning liabilities
    
    
    
    
    
    
    36,812Current maturities of long-term debt
    
    
    810
    
    
    
    810Total current liabilities
    
    
    288,285
    
    
    
    292,431Deferred income taxes
    
    
    198,584
    
    
    
    163,338Decommissioning liabilities
    
    
    
    
    
    
    88,158Long-term debt, net
    
    
    711,110
    
    
    
    711,151Other long-term liabilities
    
    
    26,578
    
    
    
    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, 79,453,092 shares at September
30, 2008, and 80,671,650
shares at December 31, 2007
    
    
    79
    
    
    
    81Additional paid in capital
    
    
    357,826
    
    
    
    401,455Accumulated other comprehensive income (loss), net
    
    
    (5,521
    )
    
    
    9,078Retained earnings
    
    
    845,941
    
    
    
    570,065Total stockholders equity
    
    
    1,198,325
    
    
    
    980,679Total liabilities and stockholders equity
    
    $
    2,422,882
    
    
    $
    2,257,249
  3




---



##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 Three Months
    
    
    Nine Months2008
    
    
    2007
    
    
    2008
    
    
    2007Oilfield service and rental revenues
    
    $
    490,282
    
    
    $
    347,228
    
    
    $
    1,334,256
    
    
    $
    1,021,712Oil and gas revenues
    
    
    
    
    
    
    51,696
    
    
    
    55,072
    
    
    
    136,889Total revenues
    
    
    490,282
    
    
    
    398,924
    
    
    
    1,389,328
    
    
    
    1,158,601Cost of oilfield services and rentals
    
    
    236,610
    
    
    
    159,683
    
    
    
    649,839
    
    
    
    465,085Cost of oil and gas sales
    
    
    
    
    
    
    18,954
    
    
    
    12,986
    
    
    
    55,845Total cost of services, rentals and sales

(exclusive of items shown separately below)
    
    
    236,610
    
    
    
    178,637
    
    
    
    662,825
    
    
    
    520,930Depreciation, depletion, amortization and accretion
    
    
    44,842
    
    
    
    49,881
    
    
    
    128,675
    
    
    
    133,967General and administrative expenses
    
    
    68,379
    
    
    
    57,150
    
    
    
    204,411
    
    
    
    161,833Gain on sale of businesses
    
    
    
    
    
    
    7,483
    
    
    
    40,946
    
    
    
    7,483Income from operations
    
    
    140,451
    
    
    
    120,739
    
    
    
    434,363
    
    
    
    349,354Other income (expense):Interest expense, net
    
    
    (7,593
    )
    
    
    (7,402
    )
    
    
    (22,665
    )
    
    
    (22,635
    )Earnings (losses) from equity-method investments, net
    
    
    23,167
    
    
    
    1,395
    
    
    
    19,359
    
    
    
    (2,447
    )Income before income taxes
    
    
    156,025
    
    
    
    114,732
    
    
    
    431,057
    
    
    
    324,272Income taxes
    
    
    56,169
    
    
    
    39,682
    
    
    
    155,181
    
    
    
    115,116Net income
    
    $
    99,856
    
    
    $
    75,050
    
    
    $
    275,876
    
    
    $
    209,156Basic earnings per share
    
    $
    1.24
    
    
    $
    0.92
    
    
    $
    3.42
    
    
    $
    2.58Diluted earnings per share
    
    $
    1.22
    
    
    $
    0.91
    
    
    $
    3.36
    
    
    $
    2.53Weighted average common shares used
in computing earnings per share:Basic
    
    
    80,538
    
    
    
    81,470
    
    
    
    80,691
    
    
    
    81,053Incremental common shares from stock-based
compensation
    
    
    1,307
    
    
    
    1,323
    
    
    
    1,350
    
    
    
    1,468Diluted
    
    
    81,845
    
    
    
    82,793
    
    
    
    82,041
    
    
    
    82,521
  4




---



##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    275,876
    
    
    $
    209,156Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation, depletion, amortization and accretion
    
    
    128,675
    
    
    
    133,967Deferred income taxes
    
    
    35,716
    
    
    
    32,459Non-cash stock-based and performance share unit compensation
expense
    
    
    9,466
    
    
    
    8,995(Earnings) losses from equity-method investments, net of cash
received
    
    
    (2,121
    )
    
    
    2,447Amortization of debt acquisition costs and note discount
    
    
    2,762
    
    
    
    2,669Gain on sale of businesses
    
    
    (40,946
    )
    
    
    (7,483
    )Changes in operating assets and liabilities, net of acquisitions
and dispositions:Receivables
    
    
    (96,741
    )
    
    
    (35,028
    )Accounts payable
    
    
    10,391
    
    
    
    (861
    )Accrued expenses
    
    
    1,633
    
    
    
    28,496Decommissioning liabilities
    
    
    (6,160
    )
    
    
    (2,303
    )Income taxes
    
    
    43,273
    
    
    
    5,817Other, net
    
    
    (55,282
    )
    
    
    6,779Net cash provided by operating activities
    
    
    306,542
    
    
    
    385,110Cash flows from investing activities:Payments for capital expenditures
    
    
    (324,318
    )
    
    
    (325,868
    )Acquisitions of businesses, net of cash acquired
    
    
    (4,487
    )
    
    
    (79,624
    )Cash proceeds from sale of businesses, net of cash sold
    
    
    155,312
    
    
    
    18,100Other
    
    
    (1,332
    )
    
    
    8,981Net cash used in investing activities
    
    
    (174,825
    )
    
    
    (378,411
    )Cash flows from financing activities:Principal payments on long-term debt
    
    
    (405
    )
    
    
    (405
    )Payment of debt acquisition costs
    
    
    
    
    
    
    (83
    )Proceeds from exercise of stock options
    
    
    4,274
    
    
    
    8,422Tax benefit from exercise of stock options
    
    
    5,411
    
    
    
    9,135Proceeds from issuance of stock through employee benefit plans
    
    
    1,191
    
    
    
    324Purchase and retirement of stock
    
    
    (64,203
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (53,732
    )
    
    
    17,393Effect of exchange rate changes on cash
    
    
    (1,465
    )
    
    
    747Net increase in cash
    
    
    76,520
    
    
    
    24,839Cash and cash equivalents at beginning of period
    
    
    51,649
    
    
    
    38,970Cash and cash equivalents at end of period
    
    $
    128,169
    
    
    $
    63,809
  5




---



##### 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




---



##### Table of Contents



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




---



##### Table of Contents



Acquisitions and Dispositions
        8




---



##### Table of Contents



Segment Information
 Business Segments
   Three Months Ended September 30, 2008
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,593
    )
    
    
    (7,593
    )Earnings from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,167
    
    
    
    
    
    
    
    23,167Income (loss) before income taxes
    
    $
    90,349
    
    
    $
    43,628
    
    
    $
    6,474
    
    
    $
    23,167
    
    
    $
    (7,593
    )
    
    $
    156,025
 9




---



##### Table of Contents



Three Months Ended September 30, 2007
 Oil & GasWell
    
    Rental
    
    
    
    
    
    
    
    
    
    Eliminations
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    & Unallocated
    
    TotalRevenues
    
    $
    202,807
    
    
    $
    118,918
    
    
    $
    26,323
    
    
    $
    51,696
    
    
    $
    (820
    )
    
    $
    398,924Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    111,775
    
    
    
    35,142
    
    
    
    13,586
    
    
    
    18,954
    
    
    
    (820
    )
    
    
    178,637Depreciation, depletion, amortization and accretion
    
    
    12,979
    
    
    
    18,115
    
    
    
    1,986
    
    
    
    16,801
    
    
    
    
    
    
    
    49,881General and administrative expenses
    
    
    30,440
    
    
    
    21,698
    
    
    
    2,603
    
    
    
    2,409
    
    
    
    
    
    
    
    57,150Gain on sale of business
    
    
    
    
    
    
    7,483
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,483Income from operations
    
    
    47,613
    
    
    
    51,446
    
    
    
    8,148
    
    
    
    13,532
    
    
    
    
    
    
    
    120,739Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    311
    
    
    
    (7,713
    )
    
    
    (7,402
    )Earnings from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,395
    
    
    
    
    
    
    
    1,395Income (loss) before income taxes
    
    $
    47,613
    
    
    $
    51,446
    
    
    $
    8,148
    
    
    $
    15,238
    
    
    $
    (7,713
    )
    
    $
    114,732
 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,665
    )
    
    
    (22,665
    )Earnings from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,359
    
    
    
    
    
    
    
    19,359Income (loss) before income taxes
    
    $
    219,329
    
    
    $
    136,916
    
    
    $
    10,497
    
    
    $
    86,980
    
    
    $
    (22,665
    )
    
    $
    431,057
 Nine Months Ended September 30, 2007
 Oil & GasWell
    
    Rental
    
    
    
    
    
    
    
    
    
    Eliminations
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    & Unallocated
    
    TotalRevenues
    
    $
    570,280
    
    
    $
    358,834
    
    
    $
    97,351
    
    
    $
    136,889
    
    
    $
    (4,753
    )
    
    $
    1,158,601Cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    316,730
    
    
    
    109,676
    
    
    
    43,432
    
    
    
    55,845
    
    
    
    (4,753
    )
    
    
    520,930Depreciation, depletion, amortization and
accretion
    
    
    34,592
    
    
    
    49,971
    
    
    
    6,379
    
    
    
    43,025
    
    
    
    
    
    
    
    133,967General and administrative expenses
    
    
    83,168
    
    
    
    63,508
    
    
    
    7,719
    
    
    
    7,438
    
    
    
    
    
    
    
    161,833Gain on sale of business
    
    
    
    
    
    
    7,483
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,483Income from operations
    
    
    135,790
    
    
    
    143,162
    
    
    
    39,821
    
    
    
    30,581
    
    
    
    
    
    
    
    349,354Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    924
    
    
    
    (23,559
    )
    
    
    (22,635
    )Losses from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,447
    )
    
    
    
    
    
    
    (2,447
    )Income (loss) before income taxes
    
    $
    135,790
    
    
    $
    143,162
    
    
    $
    39,821
    
    
    $
    29,058
    
    
    $
    (23,559
    )
    
    $
    324,272
 10




---



##### Table of Contents



Identifiable Assets
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Oil & Gas
    
    Unallocated
    
    TotalSeptember 30, 2008
    
    $
    1,272,173
    
    
    $
    781,288
    
    
    $
    235,813
    
    
    $
    107,397
    
    
    $
    26,211
    
    
    $
    2,422,882December 31, 2007
    
    $
    996,946
    
    
    $
    687,944
    
    
    $
    200,623
    
    
    $
    344,667
    
    
    $
    27,069
    
    
    $
    2,257,249
 Geographic Segments
  Revenues:
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007United States
    
    $
    411,373
    
    
    $
    320,506
    
    
    $
    1,153,141
    
    
    $
    934,174Other Countries
    
    
    78,909
    
    
    
    78,418
    
    
    
    236,187
    
    
    
    224,427Total
    
    $
    490,282
    
    
    $
    398,924
    
    
    $
    1,389,328
    
    
    $
    1,158,601
 Long-Lived Assets:
 September 30,
    
    
    December 31,2008
    
    
    2007United States
    
    $
    903,032
    
    
    $
    912,376Other Countries
    
    
    152,278
    
    
    
    174,032Total
    
    $
    1,055,310
    
    
    $
    1,086,408
 Long-Term Contracts
    11




---



##### Table of Contents



Equity-Method Investments
      12




---



##### Table of Contents



Debt
  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




---



##### Table of Contents



Other Comprehensive Income
  Three Months EndedSeptember 30,2008
    
    
    2007Accumulated other comprehensive income (loss), June 30,
2008 and 2007, respectively
    
    $
    (7,775
    )
    
    $
    12,746Other comprehensive income:Other comprehensive income, net of taxHedging activities:Unrealized gain on equity-method investments hedging
activities, net of tax of $11,127
    
    
    18,947
    
    
    
    Foreign currency translation adjustment
    
    
    (16,693
    )
    
    
    3,196Total other comprehensive income
    
    
    2,254
    
    
    
    3,196Accumulated other comprehensive income (loss), September 30,
2008 and 2007, respectively
    
    $
    (5,521
    )
    
    $
    15,942
 Nine Months EndedSeptember 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 gain on equity-method investments hedging
activities, net of tax of $332
    
    
    564
    
    
    
    Foreign currency translation adjustment
    
    
    (15,163
    )
    
    
    5,654Total other comprehensive income (loss)
    
    
    (14,599
    )
    
    
    5,654Accumulated other comprehensive income (loss), September 30,
2008 and 2007, respectively
    
    $
    (5,521
    )
    
    $
    15,942
 14




---



##### Table of Contents



Income Taxes
     Commitments and Contingencies
  Fair Value Measurements
    Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    Significantin Active
    
    Other
    
    SignificantMarkets for
    
    Observable
    
    UnobservableSeptember 30,
    
    Identical Assets
    
    Inputs
    
    Inputs2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Money market funds
    
    $
    81,448
    
    
    $
    81,448
    
    
    $
    
    
    
    $
    Non-qualified
deferred
compensation assets
    
    $
    8,943
    
    
    $
    
    
    
    $
    8,943
    
    
    $
    Non-qualified
deferred
compensation
liabilities
    
    $
    9,446
    
    
    $
    
    
    
    $
    9,446
    
    
    $
    
 15




---



##### Table of Contents



Accounting Pronouncements
      16




---



##### Table of Contents



17




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward-Looking Statements
  Executive Summary
     18




---



##### Table of Contents



Comparison of the Results of Operations for the Three Months Ended September 30, 2008 and
2007
  19




---



##### Table of Contents



Revenue
    
    Cost of Services, Rentals and Sales2008
    
    2007
    
    Change
    
    2008
    
    %
    
    2007
    
    %
    
    ChangeWell Intervention
    
    $
    319,798
    
    
    $
    202,807
    
    
    $
    116,991
    
    
    $
    168,903
    
    
    
    53
    %
    
    $
    111,775
    
    
    
    55
    %
    
    $
    57,128Rental Tools
    
    
    136,600
    
    
    
    118,918
    
    
    
    17,682
    
    
    
    46,422
    
    
    
    34
    %
    
    
    35,142
    
    
    
    30
    %
    
    
    11,280Marine
    
    
    33,884
    
    
    
    26,323
    
    
    
    7,561
    
    
    
    21,285
    
    
    
    63
    %
    
    
    13,586
    
    
    
    52
    %
    
    
    7,699Oil and Gas
    
    
    
    
    
    
    51,696
    
    
    
    (51,696
    )
    
    
    
    
    
    
    
    
    
    
    18,954
    
    
    
    37
    %
    
    
    (18,954
    )Less: Oil and Gas
Elim.
    
    
    
    
    
    
    (820
    )
    
    
    820
    
    
    
    
    
    
    
    
    
    
    
    (820
    )
    
    
    
    
    
    
    820Total
    
    $
    490,282
    
    
    $
    398,924
    
    
    $
    91,358
    
    
    $
    236,610
    
    
    
    48
    %
    
    $
    178,637
    
    
    
    45
    %
    
    $
    57,973
  Well Intervention Segment
  Rental Tools Segment
  Marine Segment
  Oil and Gas Segment
  20




---



##### Table of Contents



Depreciation and Amortization
  General and Administrative Expenses
  Comparison of the Results of Operations for the Nine Months Ended September 30, 2008 and
2007
  21




---



##### Table of Contents



Revenue
    
    Cost of Services, Rentals and Sales2008
    
    2007
    
    Change
    
    2008
    
    %
    
    2007
    
    %
    
    ChangeWell Intervention
    
    $
    850,804
    
    
    $
    570,280
    
    
    $
    280,524
    
    
    $
    462,783
    
    
    
    54
    %
    
    $
    316,730
    
    
    
    56
    %
    
    $
    146,053Rental Tools
    
    
    401,700
    
    
    
    358,834
    
    
    
    42,866
    
    
    
    131,857
    
    
    
    33
    %
    
    
    109,676
    
    
    
    31
    %
    
    
    22,181Marine
    
    
    82,964
    
    
    
    97,351
    
    
    
    (14,387
    )
    
    
    56,411
    
    
    
    68
    %
    
    
    43,432
    
    
    
    45
    %
    
    
    12,979Oil and Gas
    
    
    55,072
    
    
    
    136,889
    
    
    
    (81,817
    )
    
    
    12,986
    
    
    
    24
    %
    
    
    55,845
    
    
    
    41
    %
    
    
    (42,859
    )Less: Oil and Gas
Elim.
    
    
    (1,212
    )
    
    
    (4,753
    )
    
    
    3,541
    
    
    
    (1,212
    )
    
    
    
    
    
    
    (4,753
    )
    
    
    
    
    
    
    3,541Total
    
    $
    1,389,328
    
    
    $
    1,158,601
    
    
    $
    230,727
    
    
    $
    662,825
    
    
    
    48
    %
    
    $
    520,930
    
    
    
    45
    %
    
    $
    141,895
  Well Intervention Segment
  Rental Tools Segment
  Marine Segment
  Oil and Gas Segment
  22




---



##### Table of Contents



Depreciation, Depletion, Amortization and Accretion
  General and Administrative Expenses
  Liquidity and Capital Resources
    23




---



##### Table of Contents



rd rd
 st st
  24




---



##### Table of Contents



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.
   RemainingThreeMonthsDescription
    
    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
    
    
    2,792
    
    
    
    12,140
    
    
    
    8,735
    
    
    
    5,610
    
    
    
    3,613
    
    
    
    1,991
    
    
    
    16,941Vessel construction
    
    
    52,103
    
    
    
    14,535
    
    
    
    545
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    69,109
    
    
    $
    55,063
    
    
    $
    37,616
    
    
    $
    33,393
    
    
    $
    30,844
    
    
    $
    29,170
    
    
    $
    808,109
  25




---



##### Table of Contents



New Accounting Pronouncements
      26




---



##### Table of Contents



27




---



##### Table of Contents



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




---



##### Table of Contents



Commodity Price Risk
  
 Item 4. Controls and Procedures
   29




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ApproximateTotal Number of
    
    
    Dollar Value ofShares
    
    
    Shares that MayTotal Number of
    
    
    
    
    
    
    Purchased as
    
    
    Yet beShares
    
    
    Average Price
    
    
    Part of Publicly
    
    
    PurchasedPeriod
    
    Purchased
    
    
    Paid per Share
    
    
    Announced Plan
    
    
    Under the PlanJuly 1 - 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    307,400,000August 1 - 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    307,400,000September 1 - 30, 2008
    
    
    1,520,000
    
    
    $
    36.45
    
    
    
    1,520,000
    
    
    $
    252,000,000January 1,
2008 through September 30, 2008
    
    
    1,770,000
    
    
    $
    36.27
    
    
    
    1,770,000
    
    
    $
    252,000,000
 
 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.
 30




---



##### Table of Contents



SUPERIOR ENERGY SERVICES, INC.Date:   November 7, 2008
    By:
    /s/ Robert S. TaylorRobert S. TaylorExecutive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer) 31




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit
Number
    
Description3.1
    
    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.