##### 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, 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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
    
    
    22Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    32PART II. OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 4. Submission of Matters to a Vote of Security Holders
    
    
    33Item 6. Exhibits
    
    
    34EX-3.1EX-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
 6/30/2009
    
    
    12/31/2008 *ASSETSCurrent assets:Cash and cash equivalents
    
    $
    36,590
    
    
    $
    44,853Accounts receivable, net
    
    
    332,128
    
    
    
    360,357Income taxes receivable
    
    
    7,277
    
    
    
    Prepaid expenses
    
    
    30,384
    
    
    
    18,041Other current assets
    
    
    335,692
    
    
    
    223,598Total current assets
    
    
    742,071
    
    
    
    646,849Property, plant and equipment, net
    
    
    1,217,178
    
    
    
    1,114,941Goodwill
    
    
    482,216
    
    
    
    477,860Equity-method investments
    
    
    59,692
    
    
    
    122,308Intangible and other long-term assets, net
    
    
    37,198
    
    
    
    128,187Total assets
    
    $
    2,538,355
    
    
    $
    2,490,145LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    80,609
    
    
    $
    87,207Accrued expenses
    
    
    162,466
    
    
    
    152,536Income taxes payable
    
    
    
    
    
    
    20,861Deferred income taxes
    
    
    67,742
    
    
    
    36,830Current maturities of long-term debt
    
    
    810
    
    
    
    810Total current liabilities
    
    
    311,627
    
    
    
    298,244Deferred income taxes
    
    
    200,116
    
    
    
    246,824Long-term debt, net
    
    
    718,005
    
    
    
    654,199Other long-term liabilities
    
    
    40,915
    
    
    
    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, 78,174,250 shares at June 30, 2009, and 78,028,072
shares at December 31, 2008
    
    
    78
    
    
    
    78Additional paid in capital
    
    
    382,572
    
    
    
    375,436Accumulated other comprehensive loss, net
    
    
    (14,246
    )
    
    
    (32,641
    )Retained earnings
    
    
    899,288
    
    
    
    911,400Total stockholders equity
    
    
    1,267,692
    
    
    
    1,254,273Total liabilities and stockholders equity
    
    $
    2,538,355
    
    
    $
    2,490,145
  
 *
    
    As adjusted for FSP No. APB 14-1 (See note 2). 3




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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 Three Months
    
    
    Six Months2009
    
    
    2008 *
    
    
    2009
    
    
    2008 *Oilfield service and rental revenues
    
    $
    361,161
    
    
    $
    457,655
    
    
    $
    798,270
    
    
    $
    843,974Oil and gas revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,072Total revenues
    
    
    361,161
    
    
    
    457,655
    
    
    
    798,270
    
    
    
    899,046Cost of oilfield services and rentals
    
    
    197,268
    
    
    
    222,097
    
    
    
    419,733
    
    
    
    413,229Cost of oil and gas sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,986Total cost of services, rentals and sales
(exclusive of items shown separately below)
    
    
    197,268
    
    
    
    222,097
    
    
    
    419,733
    
    
    
    426,215Depreciation, depletion, amortization and accretion
    
    
    50,978
    
    
    
    41,954
    
    
    
    100,846
    
    
    
    83,833General and administrative expenses
    
    
    60,283
    
    
    
    66,426
    
    
    
    125,269
    
    
    
    136,032Reduction in value of intangible assets
    
    
    92,683
    
    
    
    
    
    
    
    92,683
    
    
    
    Gain on sale of businesses
    
    
    
    
    
    
    3,058
    
    
    
    
    
    
    
    40,946Income (loss) from operations
    
    
    (40,051
    )
    
    
    130,236
    
    
    
    59,739
    
    
    
    293,912Other income (expense):Interest expense, net
    
    
    (11,720
    )
    
    
    (11,023
    )
    
    
    (25,008
    )
    
    
    (23,206
    )Losses from equity-method investments, net
    
    
    (19,426
    )
    
    
    (7,765
    )
    
    
    (17,170
    )
    
    
    (3,808
    )Reduction in value of equity-method investment
    
    
    (36,486
    )
    
    
    
    
    
    
    (36,486
    )
    
    
    Income (loss) before income taxes
    
    
    (107,683
    )
    
    
    111,448
    
    
    
    (18,925
    )
    
    
    266,898Income taxes
    
    
    (38,766
    )
    
    
    40,081
    
    
    
    (6,813
    )
    
    
    96,002Net income (loss)
    
    $
    (68,917
    )
    
    $
    71,367
    
    
    $
    (12,112
    )
    
    $
    170,896Basic earnings (loss) per share
    
    $
    (0.88
    )
    
    $
    0.88
    
    
    $
    (0.16
    )
    
    $
    2.12Diluted earnings (loss) per share
    
    $
    (0.88
    )
    
    $
    0.86
    
    
    $
    (0.16
    )
    
    $
    2.08Weighted average common shares used
in computing earnings per share:Basic
    
    
    78,153
    
    
    
    80,749
    
    
    
    78,093
    
    
    
    80,762Incremental common shares from stock-based
compensation
    
    
    
    
    
    
    1,409
    
    
    
    
    
    
    
    1,372Incremental common shares from senior
exchangeable notes
    
    
    
    
    
    
    784
    
    
    
    
    
    
    
    Diluted
    
    
    78,153
    
    
    
    82,942
    
    
    
    78,093
    
    
    
    82,134
  
 *
    
    As adjusted for FSP No. APB 14-1 (See note 2). 4




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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 2009
    
    
    2008 *Cash flows from operating activities:Net income (loss)
    
    $
    (12,112
    )
    
    $
    170,896Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation, depletion, amortization and accretion
    
    
    100,846
    
    
    
    83,833Deferred income taxes
    
    
    (14,368
    )
    
    
    1,504Reduction 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
    
    
    8,952
    
    
    
    8,366Tax benefit from exercise of stock options
    
    
    (45
    )
    
    
    (2,885
    )Stock-based and performance share unit compensation expense, net
    
    
    2,358
    
    
    
    6,346Retirement and deferred compensation plans expense, net
    
    
    1,311
    
    
    
    1,139Losses from equity-method investments, net of cash received
    
    
    20,551
    
    
    
    3,808Amortization of debt acquisition costs and note discount
    
    
    1,756
    
    
    
    1,600Gain on sale of businesses
    
    
    
    
    
    
    (40,946
    )Changes in operating assets and liabilities, net of acquisitions
and dispositions:Receivables
    
    
    30,790
    
    
    
    (102,165
    )Other current assets
    
    
    (112,121
    )
    
    
    (6,907
    )Accounts payable
    
    
    (16,196
    )
    
    
    925Accrued expenses
    
    
    (27,260
    )
    
    
    (22,010
    )Decommissioning liabilities
    
    
    
    
    
    
    (6,160
    )Income taxes
    
    
    (28,424
    )
    
    
    28,698Other, net
    
    
    4,187
    
    
    
    5,560Net cash provided by operating activities
    
    
    89,394
    
    
    
    131,602Cash flows from investing activities:Payments for capital expenditures
    
    
    (149,289
    )
    
    
    (208,976
    )Acquisitions of businesses, net of cash acquired
    
    
    
    
    
    
    (4,487
    )Cash proceeds from sale of businesses, net of cash sold
    
    
    
    
    
    
    155,312Other
    
    
    (3,669
    )
    
    
    (3,343
    )Net cash used in investing activities
    
    
    (152,958
    )
    
    
    (61,494
    )Cash flows from financing activities:Net borrowings from revolving credit facility
    
    
    55,000
    
    
    
    Principal payments on long-term debt
    
    
    (405
    )
    
    
    (405
    )Payment of debt acquisition costs
    
    
    (2,308
    )
    
    
    Proceeds from exercise of stock options
    
    
    106
    
    
    
    2,425Tax benefit from exercise of stock options
    
    
    45
    
    
    
    2,885Proceeds from issuance of stock through employee benefit plans
    
    
    1,175
    
    
    
    838Purchase and retirement of stock
    
    
    
    
    
    
    (8,793
    )Net cash provided by (used in) financing activities
    
    
    53,613
    
    
    
    (3,050
    )Effect of exchange rate changes on cash
    
    
    1,688
    
    
    
    425Net increase (decrease) in cash and cash equivalents
    
    
    (8,263
    )
    
    
    67,483Cash and cash equivalents at beginning of period
    
    
    44,853
    
    
    
    51,649Cash and cash equivalents at end of period
    
    $
    36,590
    
    
    $
    119,132
  
 *
    
    As adjusted for FSP No. APB 14-1 (See note 2). 5




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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
 Basis of Presentation
    Adoption of Recent Accounting Pronouncement and Debt
  NetPeriod
    
    Principal
    
    Unamortized
    
    CarryingEnded
    
    Amount
    
    Discount
    
    ValueDecember 31, 2008
    
    $
    400,000
    
    
    $
    56,631
    
    
    $
    343,369June 30, 2009
    
    $
    400,000
    
    
    $
    47,679
    
    
    $
    352,321
 6




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As originally
    
    Effect of
    
    Asreported
    
    Change
    
    AdjustedIntangible assets and other long-term assets, net
    
    $
    129,675
    
    
    $
    (1,488
    )
    
    $
    128,187Long-term debt, net
    
    $
    710,830
    
    
    $
    (56,631
    )
    
    $
    654,199Deferred income taxes
    
    $
    226,421
    
    
    $
    20,403
    
    
    $
    246,824Additional paid in capital
    
    $
    320,309
    
    
    $
    55,127
    
    
    $
    375,436Retained earnings
    
    $
    931,787
    
    
    $
    (20,387
    )
    
    $
    911,400
  Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2008
    
    
    2008Additional pre-tax non-cash interest expense,
net
    
    $
    (4,067
    )
    
    $
    (8,134
    )Additional deferred tax benefit
    
    
    1,505
    
    
    
    3,010Retrospective change in net income
    
    $
    (2,562
    )
    
    $
    (5,124
    )Change to basic and diluted
earnings per share
    
    $
    (0.03
    )
    
    $
    (0.06
    )
   rd rd
 7




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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 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.
  Reduction in Value of Intangible Assets
  8




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##### Table of Contents



Acquisitions and Dispositions
      9




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##### Table of Contents



Long-Term Contracts
   Equity-Method Investments
   10




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##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008Current Assets
    
    $
    170,344
    
    
    $
    245,416Noncurrent assets
    
    
    609,556
    
    
    
    645,324Total assets
    
    $
    779,900
    
    
    $
    890,740Current liabilities
    
    $
    360,973
    
    
    $
    407,718Noncurrent liabilities
    
    
    126,931
    
    
    
    124,139Total liabilities
    
    $
    487,904
    
    
    $
    531,857
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    62,885
    
    
    $
    116,997
    
    
    $
    124,019
    
    
    $
    190,580Cost of sales
    
    
    32,741
    
    
    
    30,939
    
    
    
    56,523
    
    
    
    47,430Gross profit
    
    $
    30,144
    
    
    $
    86,058
    
    
    $
    67,496
    
    
    $
    143,150Income (loss) from
continuing
operations
    
    $
    (9,732
    )
    
    $
    48,337
    
    
    $
    (9,540
    )
    
    $
    73,657Net loss
    
    $
    (50,441
    )
    
    $
    (18,760
    )
    
    $
    (49,025
    )
    
    $
    (5,581
    )
 11




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##### Table of Contents



Fair Value Measurements
   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.
  Fair Value Measurements at Reporting Date UsingJune 30,2009
    
    Level 1
    
    Level 2
    
    Level 3Non-qualified
deferred compensation
assets
    
    $
    11,434
    
    
    $
    4,459
    
    
    $
    6,975Non-qualified
deferred compensation
liabilities
    
    $
    13,738
    
    
    
    
    
    
    $
    13,738December 31,2008
    
    Level 1
    
    Level 2
    
    Level 3Non-qualified
deferred compensation
assets
    
    $
    7,212
    
    
    
    
    
    
    $
    7,212Non-qualified
deferred compensation
liabilities
    
    $
    8,254
    
    
    
    
    
    
    $
    8,254
   12




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##### Table of Contents



Fair Value Measurements UsingJune 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
    )
   Stock-Based and Deferred Compensation
  Stock Options
  Restricted Stock
  Restricted Stock Units
  13




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##### Table of Contents



Performance Share Units
  Employee Stock Purchase Plan
  Deferred Compensation Plan
  Earnings per Share
    14




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##### Table of Contents



Stockholders Equity
   Segment Information
 Business Segments
  15




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##### Table of Contents



Three Months Ended June 30, 2009
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Unallocated
    
    TotalRevenues
    
    $
    231,121
    
    
    $
    102,533
    
    
    $
    27,507
    
    
    $
    
    
    
    $
    361,161Cost of services, rentals and sales
(exclusive of items shown
separately below)
    
    
    147,514
    
    
    
    33,302
    
    
    
    16,452
    
    
    
    
    
    
    
    197,268Depreciation and amortization
    
    
    21,608
    
    
    
    26,276
    
    
    
    3,094
    
    
    
    
    
    
    
    50,978General and administrative expenses
    
    
    34,410
    
    
    
    22,832
    
    
    
    3,041
    
    
    
    
    
    
    
    60,283Reduction in value of intangible assets
    
    
    92,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,683Income (loss) from operations
    
    
    (65,094
    )
    
    
    20,123
    
    
    
    4,920
    
    
    
    
    
    
    
    (40,051
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,720
    )
    
    
    (11,720
    )Loss from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,426
    )
    
    
    (19,426
    )Reduction in value of equity-method
investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,486
    )
    
    
    (36,486
    )Income (loss) before income taxes
    
    $
    (65,094
    )
    
    $
    20,123
    
    
    $
    4,920
    
    
    $
    (67,632
    )
    
    $
    (107,683
    )
 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 businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,058
    
    
    
    
    
    
    
    3,058Income from operations
    
    
    78,202
    
    
    
    47,531
    
    
    
    1,445
    
    
    
    3,058
    
    
    
    
    
    
    
    130,236Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,023
    )
    
    
    (11,023
    )Loss from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,765
    )
    
    
    (7,765
    )Income (loss) before income taxes
    
    $
    78,202
    
    
    $
    47,531
    
    
    $
    1,445
    
    
    $
    3,058
    
    
    $
    (18,788
    )
    
    $
    111,448
 16




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##### Table of Contents



Six Months Ended June 30, 2009
 Well
    
    Rental
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    Tools
    
    Marine
    
    Unallocated
    
    TotalRevenues
    
    $
    519,178
    
    
    $
    228,477
    
    
    $
    50,615
    
    
    $
    
    
    
    $
    798,270Cost of services, rentals and sales
(exclusive of items shown
separately below)
    
    
    313,003
    
    
    
    75,338
    
    
    
    31,392
    
    
    
    
    
    
    
    419,733Depreciation and amortization
    
    
    43,665
    
    
    
    51,647
    
    
    
    5,534
    
    
    
    
    
    
    
    100,846General and administrative expenses
    
    
    73,221
    
    
    
    46,060
    
    
    
    5,988
    
    
    
    
    
    
    
    125,269Reduction in value of intangible assets
    
    
    92,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,683Income (loss) from operations
    
    
    (3,394
    )
    
    
    55,432
    
    
    
    7,701
    
    
    
    
    
    
    
    59,739Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,008
    )
    
    
    (25,008
    )Loss from equity-method
investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,170
    )
    
    
    (17,170
    )Reduction in value of equity-method
investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,486
    )
    
    
    (36,486
    )Income (loss) before income taxes
    
    $
    (3,394
    )
    
    $
    55,432
    
    
    $
    7,701
    
    
    $
    (78,664
    )
    
    $
    (18,925
    )
 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,206
    )
    
    
    (23,206
    )Loss from equity-methodinvestments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,808
    )
    
    
    (3,808
    )Income (loss) before income taxes
    
    $
    128,980
    
    
    $
    93,288
    
    
    $
    4,023
    
    
    $
    67,621
    
    
    $
    (27,014
    )
    
    $
    266,898
 Identifiable Assets
 Well
    
    
    Rental
    
    
    
    
    
    
    
    
    
    
    ConsolidatedIntervention
    
    
    Tools
    
    
    Marine
    
    
    Unallocated
    
    
    TotalJune 30, 2009
    
    $
    1,403,924
    
    
    $
    787,462
    
    
    $
    287,957
    
    
    $
    59,012
    
    
    $
    2,538,355December 31, 2008
    
    $
    1,343,710
    
    
    $
    762,848
    
    
    $
    239,572
    
    
    $
    144,015
    
    
    $
    2,490,145
 17




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Geographic Segments
  Revenues:
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    $
    290,406
    
    
    $
    377,155
    
    
    $
    654,535
    
    
    $
    741,768Other Countries
    
    
    70,755
    
    
    
    80,500
    
    
    
    143,735
    
    
    
    157,278Total
    
    $
    361,161
    
    
    $
    457,655
    
    
    $
    798,270
    
    
    $
    899,046
 Long-Lived Assets:
 June 30,
    
    
    December 31,2009
    
    
    2008United States
    
    $
    988,053
    
    
    $
    938,453Other Countries
    
    
    229,125
    
    
    
    176,488Total
    
    $
    1,217,178
    
    
    $
    1,114,941
 Guarantee
  18




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##### Table of Contents



Other Comprehensive Income
  Three Months EndedJune 30,2009
    
    
    2008Accumulated other comprehensive income (loss), March 31,
2009 and 2008, respectively
    
    $
    (32,847
    )
    
    $
    3,780Other comprehensive income (loss):Other comprehensive income (loss), net of taxHedging activities:Unrealized loss on equity-method investments hedging
activities, net of tax of ($1,502) in 2009 and ($6,944) in 2008
    
    
    (2,558
    )
    
    
    (11,824
    )Foreign currency translation adjustment
    
    
    21,159
    
    
    
    269Total other comprehensive income (loss)
    
    
    18,601
    
    
    
    (11,555
    )Accumulated other comprehensive loss, June 30,
2009 and 2008, respectively
    
    $
    (14,246
    )
    
    $
    (7,775
    )
 Six Months EndedJune 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 loss on equity-method investments hedging
activities, net of tax of ($2,279) in 2009 and ($10,796) in 2008
    
    
    (3,880
    )
    
    
    (18,383
    )Foreign currency translation adjustment
    
    
    22,275
    
    
    
    1,530Total other comprehensive income (loss)
    
    
    18,395
    
    
    
    (16,853
    )Accumulated other comprehensive loss, June 30,
2009 and 2008, respectively
    
    $
    (14,246
    )
    
    $
    (7,775
    )
 Income Taxes
   19




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##### Table of Contents



Commitments and Contingencies
  (16)
    
    New Accounting Pronouncements
      20




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##### Table of Contents



21




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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
     22




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Comparison of the Results of Operations for the Three Months Ended June 30, 2009 and 2008
  23




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##### Table of Contents



Revenue
    
    
    Cost of Services, Rentals and Sales2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    %
    
    
    2008
    
    
    %
    
    
    ChangeWell Intervention
    
    $
    231,121
    
    
    $
    296,891
    
    
    $
    (65,770
    )
    
    $
    147,514
    
    
    
    64
    %
    
    $
    161,481
    
    
    
    54
    %
    
    $
    (13,967
    )Rental Tools
    
    
    102,533
    
    
    
    134,773
    
    
    
    (32,240
    )
    
    
    33,302
    
    
    
    32
    %
    
    
    41,335
    
    
    
    31
    %
    
    
    (8,033
    )Marine
    
    
    27,507
    
    
    
    25,991
    
    
    
    1,516
    
    
    
    16,452
    
    
    
    60
    %
    
    
    19,281
    
    
    
    74
    %
    
    
    (2,829
    )Total
    
    $
    361,161
    
    
    $
    457,655
    
    
    $
    (96,494
    )
    
    $
    197,268
    
    
    
    55
    %
    
    $
    222,097
    
    
    
    49
    %
    
    $
    (24,829
    )
  Well Intervention Segment
  Rental Tools Segment
  Marine Segment
  Depreciation and Amortization
  24




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General and Administrative Expenses
  Reduction in Value of Assets
   Comparison of the Results of Operations for the Six Months Ended June 30, 2009 and 2008
  25




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##### Table of Contents



Revenue
    
    
    Cost of Services, Rentals and Sales2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    %
    
    
    2008
    
    
    %
    
    
    ChangeWell Intervention
    
    $
    519,178
    
    
    $
    531,006
    
    
    $
    (11,828
    )
    
    $
    313,003
    
    
    
    60
    %
    
    $
    293,880
    
    
    
    55
    %
    
    $
    19,123Rental Tools
    
    
    228,477
    
    
    
    265,100
    
    
    
    (36,623
    )
    
    
    75,338
    
    
    
    33
    %
    
    
    85,435
    
    
    
    32
    %
    
    
    (10,097
    )Marine
    
    
    50,615
    
    
    
    49,080
    
    
    
    1,535
    
    
    
    31,392
    
    
    
    62
    %
    
    
    35,126
    
    
    
    72
    %
    
    
    (3,734
    )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
    
    $
    798,270
    
    
    $
    899,046
    
    
    $
    (100,776
    )
    
    $
    419,733
    
    
    
    53
    %
    
    $
    426,215
    
    
    
    47
    %
    
    $
    (6,482
    )
  Well Intervention Segment
  Rental Tools Segment
  Marine Segment
  Oil and Gas Segment
  26




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Depreciation, Depletion, Amortization and Accretion
  General and Administrative Expenses
  Reduction in Value of Assets
   Liquidity and Capital Resources
    27




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##### Table of Contents



rd rd
 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;
 28




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##### Table of Contents




    
    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.
    RemainingSix MonthsDescription
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    ThereafterLong-term debt, including
estimated interest
payments
    
    $
    15,666
    
    
    $
    31,292
    
    
    $
    84,262
    
    
    $
    27,231
    
    
    $
    27,179
    
    
    $
    316,814
    
    
    $
    474,354Operating leases
    
    
    8,042
    
    
    
    12,801
    
    
    
    7,150
    
    
    
    4,401
    
    
    
    2,642
    
    
    
    2,153
    
    
    
    12,508Other long-term liabilities
    
    
    
    
    
    
    11,320
    
    
    
    7,977
    
    
    
    5,852
    
    
    
    2,918
    
    
    
    254
    
    
    
    12,594Total
    
    $
    23,708
    
    
    $
    55,413
    
    
    $
    99,389
    
    
    $
    37,484
    
    
    $
    32,739
    
    
    $
    319,221
    
    
    $
    499,456
   29




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##### Table of Contents



Off-Balance Sheet Financing Arrangements
  Hedging Activities
  New Accounting Pronouncements
      30




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Foreign Currency Exchange Rates
    Interest Rate Risk
  31




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##### Table of Contents



Equity Price Risk
     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 June 30, 2009, that
has materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.
 32




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ApproximateTotal Number
    
    Dollar Value ofof Shares
    
    Shares that MayTotal Number
    
    
    
    
    
    Purchased as
    
    Yet beof Shares
    
    
    
    
    
    Part of Publicly
    
    PurchasedPurchased
    
    Average Price
    
    Announced Plan
    
    Under the PlanPeriod
    
    (1)
    
    Paid per Share
    
    (2)
    
    (2)April 1  30, 2009
    
    
    53
    
    
    $
    18.82
    
    
    
    
    $
    212,400,000May 1  31, 2009
    
    
    
    
    
    
    
    
    
    
    
    $
    212,400,000June 1  30, 2009
    
    
    
    
    
    
    
    
    
    
    
    $
    212,400,000April 1, 2009
through
June 30, 2009
    
    
    53
    
    
    
    
    
    
    
    
    $
    212,400,000
 
 (1)
    
    Through our stock incentive plans, 53 shares were delivered to us by our employees to
satisfy their tax withholding requirements upon vesting of restricted stock.(2)
    
    In September 2007, our Board of Directors approved a $350 million share repurchase
program that expires on December 31, 2009. Under this program, we can repurchase shares
through open market transactions at prices deemed appropriate by management. No shares
were purchased under this program during the three months ended June 30, 2009. 
 Item 4.  Submission of Matters to a Vote of Security Holders
 a.
    
    The annual meeting of our stockholders was held on May 22, 2009.b.
    
    At the annual meeting, our stockholders:
 (i)
    
    Elected six directors to serve until the next annual meeting of
stockholders with the following number of votes cast for and withheld from such
nominees:
 Director
    
    For
    
    WithheldHarold J. Bouillion
    
    
    62,633,202
    
    
    
    10,404,678Enoch L. Dawkins
    
    
    59,422,603
    
    
    
    13,615,277James M. Funk
    
    
    62,595,374
    
    
    
    10,442,506Terence E. Hall
    
    
    63,138,674
    
    
    
    9,899,206Ernest E. Howard, III
    
    
    60,509,246
    
    
    
    12,528,634Justin L. Sullivan
    
    
    62,129,127
    
    
    
    10,908,753
 (ii)
    
    Ratified the appointment of KPMG LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2009. The number of
votes cast for and against this proposal, as well as the number of abstentions, is
as follows:
 For
    
    Against
    
    Abstentions71,418,064
    
    1,538,783
    
    81,031
 33




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##### Table of Contents



(iii)
    
    Approved the 2009 Stock Incentive Plan. 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-Votes49,966,362
    
    14,132,181
    
    107,229
    
    8,832,108
 
 Item 6. Exhibits
 (a)
    
    The following exhibits are filed with this Form 10-Q:
 3.1*
    
    Composite Certificate of Incorporation of the Company.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).10.1^
    
    Superior Energy Services, Inc. 2009 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.1 to the Companys Form 8-K filed on June 1, 2009).10.2
    
    Second Amended and Restated Credit Agreement dated May 29, 2009 among Superior Energy
Services, Inc., SESI, L.L.C., JPMorgan Chase Bank, N.A. and the lenders party thereto
(incorporated herein by reference to Exhibit 10.1 to the companys Form 8-K filed on June
1, 2009).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.
 
 *
    
    Filed herewith^
    
    Management contract or compensatory plan or arrangement 34




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##### Table of Contents



SUPERIOR ENERGY SERVICES, INC.Date: August 7, 2009
    By:
    /s/ Robert S. TaylorRobert S. TaylorExecutive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer) 35