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

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-16337

OIL STATES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		76-0476605
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Three Allen Center, 333 Clay Street, Suite 4620,
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 652-0582
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer þ		Accelerated Filer o		Non-Accelerated Filer o		Smaller Reporting Company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

The Registrant had 50,549,427 shares of common stock outstanding and 3,269,148 shares of treasury stock as of
November 2, 2010.

 

 

OIL STATES INTERNATIONAL, INC.

INDEX

		Page No.
Part I — FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Statements of Income for the Three and Nine Month Periods Ended September 30, 2010 and 2009			3
Consolidated Balance Sheets — September 30, 2010 (unaudited) and December 31, 2009			4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009			5
Notes to Unaudited Condensed Consolidated Financial Statements			6—13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14—25
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			25—26
Part II — OTHER INFORMATION
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 6. Exhibits			27
(a) Index of Exhibits			27
Signature Page			28
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)

		THREE MONTHS ENDED								NINE MONTHS ENDED
		SEPTEMBER 30,								SEPTEMBER 30,
		2010				2009				2010				2009
Revenues		$	588,347			$	456,103			$	1,715,225			$	1,579,536
Costs and expenses:
Cost of sales and services			448,602				353,845				1,324,594				1,235,747
Selling, general and administrative expenses			37,142				33,964				109,479				102,377
Depreciation and amortization expense			30,410				30,193				92,088				86,863
Impairment of goodwill			—				—				—				94,528
Other operating expense/(income)			1,803				(439	)			1,116				(181	)
			517,957				417,563				1,527,277				1,519,334
Operating income			70,390				38,540				187,948				60,202
Interest expense			(3,534	)			(3,613	)			(10,505	)			(11,714	)
Interest income			134				27				316				350
Equity in earnings of unconsolidated affiliates			80				250				144				1,184
Other income			17				91				587				193
Income before income taxes			67,087				35,295				178,490				50,215
Income tax expense			(20,609	)			(8,594	)			(53,988	)			(30,637	)
Net income			46,478				26,701				124,502				19,578
Less: Net income attributable to noncontrolling interest			132				122				436				357
Net income attributable to Oil States International, Inc.		$	46,346			$	26,579			$	124,066			$	19,221
Net income per share attributable to Oil States International, Inc. common stockholders
Basic		$	0.92			$	0.54			$	2.48			$	0.39
Diluted		$	0.88			$	0.53			$	2.37			$	0.39
Weighted average number of common shares outstanding:
Basic			50,282				49,653				50,108				49,584
Diluted			52,538				50,153				52,304				49,886

The accompanying notes are an integral part of
these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In Thousands)

		SEPTEMBER 30,				DECEMBER 31,
		2010				2009
		(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents		$	138,380			$	89,742
Accounts receivable, net			377,644				385,816
Inventories, net			504,773				423,077
Prepaid expenses and other current assets			27,944				26,933
Total current assets			1,048,741				925,568
Property, plant, and equipment, net			784,315				749,601
Goodwill, net			219,321				218,740
Investments in unconsolidated affiliates			5,617				5,164
Other noncurrent assets			30,915				33,313
Total assets		$	2,088,909			$	1,932,386
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	237,682			$	208,541
Income taxes			3,365				14,419
Current portion of long-term debt			161,716				464
Deferred revenue			60,296				87,412
Other current liabilities			2,701				4,387
Total current liabilities			465,760				315,223
Long-term debt and capitalized leases			7,904				164,074
Deferred income taxes			61,942				55,332
Other noncurrent liabilities			14,728				15,691
Total liabilities			550,334				550,320
Stockholders’ equity:
Oil States International, Inc. stockholders’ equity:
Common stock			538				531
Additional paid-in capital			494,401				468,428
Retained earnings			1,084,181				960,115
Accumulated other comprehensive income			52,353				44,115
Treasury stock			(93,746	)			(92,341	)
Total Oil States International, Inc. stockholders’ equity			1,537,727				1,380,848
Noncontrolling interest			848				1,218
Total stockholders’ equity			1,538,575				1,382,066
Total liabilities and stockholders’ equity		$	2,088,909			$	1,932,386

The accompanying notes are an integral part of
these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

		NINE MONTHS
		ENDED SEPTEMBER 30,
		2010				2009
Cash flows from operating activities:
Net income		$	124,502			$	19,578
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			92,088				86,863
Deferred income tax (benefit) provision			920				(12,774	)
Excess tax benefits from share-based payment arrangements			(2,126	)			—
Loss on impairment of goodwill			—				94,528
Equity in earnings of unconsolidated subsidiaries, net of dividends			(144	)			(1,184	)
Non-cash compensation charge			9,687				8,614
Accretion of debt discount			5,388				5,016
Other, net			(733	)			2,087
Changes in operating assets and liabilities:
Accounts receivable			10,912				228,605
Inventories			(81,146	)			137,044
Other current assets			3,619				6,000
Accounts payable and accrued liabilities			28,513				(186,454	)
Current income taxes payable			(10,922	)			(43,608	)
Other current liabilities			(27,173	)			7,960
Net cash flows provided by operating activities			153,385				352,275
Cash flows from investing activities:
Capital expenditures			(120,952	)			(78,164	)
Proceeds from note receivable			—				21,166
Other, net			1,925				(1,760	)
Net cash flows used in investing activities			(119,027	)			(58,758	)
Cash flows from financing activities:
Revolving credit repayments, net			—				(264,528	)
Debt and capital lease repayments			(357	)			(4,839	)
Issuance of common stock from share-based payment arrangements			14,165				2,237
Excess tax benefits from share-based payment arrangements			2,126				—
Other, net			(1,406	)			(505	)
Net cash flows provided by (used in) financing activities			14,528				(267,635	)
Effect of exchange rate changes on cash			(143	)			5,333
Net increase in cash and cash equivalents from continuing operations			48,743				31,215
Net cash used in discontinued operations — operating activities			(105	)			(133	)
Cash and cash equivalents, beginning of period			89,742				30,199
Cash and cash equivalents, end of period		$	138,380			$	61,281
Non-cash financing activities:
Reclassification of 2 3/8% contingent convertible senior notes to current liabilities		$	161,247			$	—

The accompanying notes are an integral part of these
financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Oil States International, Inc. and its wholly-owned subsidiaries (referred to in this report as we or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year.

     The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions, upon which the financial statements are based, change in future periods, actual amounts may differ from those included in the accompanying condensed consolidated financial statements.

     The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2009.

2. RECENT ACCOUNTING PRONOUNCEMENTS

     From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) which are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

3. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

     Additional information regarding selected balance sheet accounts is presented below (in thousands):

		SEPTEMBER 30,				DECEMBER 31,
		2010				2009
Accounts receivable, net:
Trade		$	289,388			$	287,148
Unbilled revenue			88,911				102,527
Other			3,153				1,087
Total accounts receivable			381,452				390,762
Allowance for doubtful accounts			(3,808	)			(4,946	)
		$	377,644			$	385,816

		SEPTEMBER 30,				DECEMBER 31,
		2010				2009
Inventories, net:
Tubular goods		$	340,965			$	265,717
Other finished goods and purchased products			67,894				66,489
Work in process			49,325				43,729
Raw materials			55,347				55,421
Total inventories			513,531				431,356
Inventory reserves			(8,758	)			(8,279	)
		$	504,773			$	423,077

		ESTIMATED				SEPTEMBER 30,				DECEMBER 31,
		USEFUL LIFE				2010				2009
Property, plant and equipment, net:
Land						$	19,592			$	19,426
Buildings and leasehold improvements		1-50 years					182,378				165,526
Machinery and equipment		2-29 years					296,773				301,900
Accommodations assets		3-15 years					457,895				383,332
Rental tools		4-10 years					163,332				151,050
Office furniture and equipment		1-10 years					29,367				29,817
Vehicles		2-10 years					75,060				72,142
Construction in progress							65,118				65,652
Total property, plant and equipment							1,289,515				1,188,845
Accumulated depreciation							(505,200	)			(439,244	)
						$	784,315			$	749,601

		SEPTEMBER 30,				DECEMBER 31,
		2010				2009
Accounts payable and accrued liabilities:
Trade accounts payable		$	162,673			$	145,200
Accrued compensation			41,707				35,834
Insurance reserves			8,886				8,133
Accrued taxes, other than income taxes			8,824				4,216
Reserves related to discontinued operations			2,306				2,411
Other			13,286				12,747
		$	237,682			$	208,541

4. EARNINGS PER SHARE

     The calculation of earnings per share attributable to Oil States International, Inc. is presented below (in thousands, except per share amounts):

		THREE MONTHS ENDED								NINE MONTHS ENDED
		SEPTEMBER 30,								SEPTEMBER 30,
		2010				2009				2010				2009
Basic earnings per share:
Net income attributable to Oil States International, Inc.		$	46,346			$	26,579			$	124,066			$	19,221
Weighted average number of shares outstanding			50,282				49,653				50,108				49,584
Basic earnings per share		$	0.92			$	0.54			$	2.48			$	0.39
Diluted earnings per share:
Net income attributable to Oil States International, Inc.		$	46,346			$	26,579			$	124,066			$	19,221
Weighted average number of shares outstanding			50,282				49,653				50,108				49,584
Effect of dilutive securities:
Options on common stock			611				338				614				213
2 3/8% Convertible Senior Subordinated Notes			1,492				51				1,406				17
Restricted stock awards and other			153				111				176				72
Total shares and dilutive securities			52,538				50,153				52,304				49,886
Diluted earnings per share		$	0.88			$	0.53			$	2.37			$	0.39

     Our calculation of diluted earnings per share for the three and nine months ended September 30, 2010 excludes 454,681 shares and 441,488 shares, respectively, issuable pursuant to outstanding stock options and restricted stock awards, due to their antidilutive effect. Our calculation of diluted earnings per share for the three and nine months ended September 30, 2009 excludes 1,190,149 shares and 1,826,143 shares, respectively, due to their antidilutive effect.

5. BUSINESS ACQUISITIONS AND GOODWILL

     In June 2009, we acquired the 51% majority interest in a venture we had previously accounted for under the equity method. The business acquired supplies accommodations and other services to mining operations in Canada. Consideration paid for the business was $2.3 million in cash and estimated contingent consideration of $0.3 million. The operations of this acquired business have been included in the accommodations segment.

     Also see Note 12 to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

     Changes in the carrying amount of goodwill for the nine month period ended September 30, 2010 are as follows (in thousands):

										Subtotal
		Rental				Drilling and				Well Site								Offshore				Tubular
		Tools				Other				Services				Accommodations				Products				Services				Total
Balance as of December 31, 2008
Goodwill		$	166,841			$	22,767			$	189,608			$	53,526			$	85,074			$	62,863			$	391,071
Accumulated Impairment Losses			—				(22,767	)			(22,767	)			—				—				(62,863	)			(85,630	)
			166,841				—				166,841				53,526				85,074				—				305,441
Goodwill acquired			—				—				—				337				—				—				337
Foreign currency translation and other changes			2,470				—				2,470				4,495				525				—				7,490
Goodwill impairment			(94,528	)			—				(94,528	)			—				—				—				(94,528	)
			74,783				—				74,783				58,358				85,599				—				218,740
Balance as of December 31, 2009
Goodwill			169,311				22,767				192,078				58,358				85,599				62,863				398,898
Accumulated Impairment Losses			(94,528	)			(22,767	)			(117,295	)			—				—				(62,863	)			(180,158	)
			74,783				—				74,783				58,358				85,599				—				218,740
Foreign currency translation and other changes			225				—				225				507				(151	)			—				581
			75,008				—				75,008				58,865				85,448				—				219,321
Balance as of September 30, 2010
Goodwill			169,536				22,767				192,303				58,865				85,448				62,863				399,479
Accumulated Impairment Losses			(94,528	)			(22,767	)			(117,295	)			—				—				(62,863	)			(180,158	)
		$	75,008			$	—			$	75,008			$	58,865			$	85,448			$	—			$	219,321

6. DEBT

     As of September 30, 2010 and December 31, 2009, long-term debt consisted of the following (in thousands):

		September 30,				December 31,
		2010				2009
		(Unaudited)
U.S. revolving credit facility which matures on December 5, 2011, with available commitments up to $325 million and with an average interest rate of 3.3% for the nine month period ended September 30, 2010		$	—			$	—
Canadian revolving credit facility which matures on December 5, 2011, with available commitments up to $175 million and with an average interest rate of 2.3% for the nine month period ended September 30, 2010			—				—
2 3/8% contingent convertible senior subordinated notes, net — due 2025			161,247				155,859
Capital lease obligations and other debt			8,373				8,679
Total debt			169,620				164,538
Less: Current maturities			161,716				464
Total long-term debt and capitalized leases		$	7,904			$	164,074

     As of September 30, 2010, we have classified the $175.0 million principal amount of our 2 3/8% Contingent Convertible Senior Subordinated Notes (2 3/8% Notes), net of unamortized discount, as a current liability because certain contingent conversion thresholds based on the Company’s stock price were met at that date and, as a result, note holders could present their notes for conversion during the quarter following the September 30, 2010 measurement date. If a note holder chooses to present their notes for conversion during a future quarter prior to the first put/call date in July 2012, they would receive cash up to $1,000 for each 2 3/8% Note plus Company common stock for any excess valuation over $1,000 using the conversion rate of the 2 3/8% Notes of 31.496 multiplied by the Company’s average common stock price over a ten trading day period following presentation of the 2 3/8% Notes for conversion. The future convertibility and resultant balance sheet classification of this liability will be monitored

at each quarterly reporting date and will be analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods.

     The following table presents the carrying amount of our 2 3/8% Notes in our condensed consolidated balance sheets (in thousands):

		September 30, 2010				December 31, 2009
Carrying amount of the equity component in additional paid-in capital		$	28,449			$	28,449
Principal amount of the liability component		$	175,000			$	175,000
Less: unamortized discount			13,753				19,141
Net carrying amount of the liability component		$	161,247			$	155,859

     The effective interest rate is 7.17% for our 2 3/8% Notes. Interest expense on the notes, excluding amortization of debt issue costs, was as follows (in thousands):

		Three months ended								Nine months ended
		September 30,								September 30,
		2010				2009				2010				2009
Interest expense		$	2,867			$	2,741			$	8,505			$	8,133

		September 30, 2010
Remaining period over which discount will be amortized		1.8 years
Conversion price		$	31.75
Number of shares to be delivered upon conversion (1)			1,752,402
Conversion value in excess of principal amount (in thousands) (1)		$	81,574
Derivative transactions entered into in connection with the convertible notes		None

     The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables, and debt instruments. The Company believes that the carrying values of these instruments, other than our fixed rate contingent convertible senior subordinated notes and our debt under our revolving credit facility, on the accompanying consolidated balance sheets approximate their fair values.

     The fair value of our 2 3/8% Notes is estimated based on a quoted price in an active market (a Level 1 fair value measurement). The carrying and fair values of these notes are as follows (in thousands):

						September 30, 2010								December 31, 2009
		Interest				Carrying				Fair				Carrying				Fair
		Rate				Value				Value				Value				Value
Principal amount due 2025			2 3/8	%		$	175,000			$	271,469			$	175,000			$	243,653
Less: unamortized discount							13,753				—				19,141				—
Net value						$	161,247			$	271,469			$	155,859			$	243,653

     As of September 30, 2010, the Company had no outstanding borrowings under its revolving credit facility, but had $23.5 million of outstanding letters of credit. We are unable to estimate the fair value of the Company’s bank debt due to the potential variability of expected outstanding balances under the facility.

     As of September 30, 2010, the Company had approximately $138.4 million of cash and cash equivalents and $476.5 million of the Company’s $500 million U.S. and Canadian revolving credit facility available for future financing needs.

7. COMPREHENSIVE INCOME AND CHANGES IN COMMON STOCK OUTSTANDING:

     Comprehensive income for the three and nine months ended September 30, 2010 and 2009 was as follows (dollars in thousands):

		THREE MONTHS								NINE MONTHS
		ENDED SEPTEMBER 30,								ENDED SEPTEMBER 30,
		2010				2009				2010				2009
Net income		$	46,478			$	26,701			$	124,502			$	19,578
Other comprehensive income:
Foreign currency translation adjustment			23,441				28,957				8,238				60,812
Total other comprehensive income			23,441				28,957				8,238				60,812
Comprehensive income			69,919				55,658				132,740				80,390
Comprehensive income attributable to noncontrolling interest			(132	)			(122	)			(436	)			(357	)
Comprehensive income attributable to Oil States International, Inc.		$	69,787			$	55,536			$	132,304			$	80,033

Shares of common stock outstanding – January 1, 2010			49,814,964
Shares issued upon exercise of stock options and vesting of stock awards			734,373
Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury			(37,030	)
Shares of common stock outstanding – September 30, 2010			50,512,307

8. STOCK BASED COMPENSATION

     During the first nine months of 2010, we granted restricted stock awards totaling 222,537 shares valued at a total of $8.6 million. Of the restricted stock awards granted in the first nine months of 2010, a total of 203,200 awards vest in four equal annual installments. A total of 417,250 stock options with a six-year term were awarded in the nine months ended September 30, 2010 with an average exercise price of $37.67 that will vest in four equal annual installments.

     Stock based compensation pre-tax expense recognized in the three month period ended September 30, 2010 totaled $2.8 million, or $0.04 per diluted share after tax. Stock based compensation pre-tax expense recognized in the three month period ended September 30, 2009 totaled $2.8 million, or $0.04 per diluted share after tax (excluding the impact on the Company’s effective tax rate of the goodwill impairment recognized during the period.) Stock based compensation pre-tax expense recognized in the nine month period ended September 30, 2010 totaled $9.7 million, or $0.13 per diluted share after tax. Stock based compensation pre-tax expense recognized in the nine month period ended September 30, 2009 totaled $8.6 million, or $0.12 per diluted share after tax (excluding the impact on the Company’s effective tax rate of the goodwill impairment recognized during the period). The total fair value of restricted stock awards that vested during the nine months ended September 30, 2010 and 2009 was $7.7 million and $2.7 million, respectively. At September 30, 2010, $20.3 million of compensation cost related to unvested stock options and restricted stock awards attributable to future performance had not yet been recognized.

9. INCOME TAXES

     Income tax expense for interim periods is based on estimates of the effective tax rate for the entire fiscal year. The Company’s income tax provision for the three months ended September 30, 2010 totaled $20.6 million, or 30.7% of pretax income, compared to $8.6 million, or 24.3% of pretax income, for the three months ended September 30, 2009. The effective tax rate for the three months ended September 30, 2009 was impacted by a significant amount of the goodwill impairment charges recorded in the first half of 2009 being non-deductible for tax purposes. Excluding the goodwill impairment, the effective tax rate for the three months ended September 30, 2009 would have approximated 29.4%. The increase in the effective tax rate (excluding the goodwill impairment) from the prior year is largely the result of an increased proportion of domestic earnings in 2010 compared to 2009, which is taxed at higher statutory rates. The Company’s income tax provision for the nine months ended September 30, 2010 totaled $54.0 million, or 30.2% of pretax income, compared to $30.6 million, or 61.0% of pretax income, for the nine months ended September 30, 2009. The effective tax rate in the nine months ended September 30, 2009 was adversely impacted by reported losses and a significant portion of the goodwill impairment charge recognized during the period being non-deductible for tax purposes. Excluding the goodwill impairment recognized during the period, the effective tax rate for the nine months ended September 30, 2009 would have approximated 29.3%. The

increase in the effective tax rate (excluding the goodwill impairment) from the prior year was largely the result of an increased proportion of domestic earnings in 2010 compared to 2009, which are taxed at higher statutory rates.

10. SEGMENT AND RELATED INFORMATION

     In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, the Company has identified the following reportable segments: well site services, accommodations, offshore products and tubular services. The Company’s reportable segments represent strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Most of the businesses were initially acquired as a unit, and the management at the time of the acquisition was retained. Subsequent acquisitions have been direct extensions to our business segments. Historically, the Company’s accommodations business has been aggregated, along with our rental tool and land drilling services business lines, into our well site services segment. However, in the time since our original identification and aggregation of our reportable segments, our accommodations business has grown at a significant rate primarily due to our increased activity supporting oil sands developments and decreased activity in support of conventional well drilling in northern Alberta, Canada. Unlike our land drilling and rental tools activities, which are significantly influenced by the current prices of oil and natural gas, demand for oil sands accommodations is influenced to a greater extent by the long-term outlook for energy prices, particularly crude oil prices, given the multi-year time frame to complete oil sands projects and the significant costs associated with development of such large-scale projects. Based on these factors, we began presenting accommodations as a separate reportable segment effective with our quarterly report on Form 10-Q for the period ended March 31, 2010. Our well site services segment now consists of our rental tool and land drilling services business lines. Prior period segment-related information has been restated in accordance with this change. Results of a portion of our accommodations segment are somewhat seasonal with increased activity occurring in the winter drilling season.

     Financial information by business segment for each of the three and nine months ended September 30, 2010 and 2009 is summarized in the following table (in thousands):

														Equity in
		Revenues from				Depreciation								earnings of
		unaffiliated				and				Operating				unconsolidated				Capital
		customers				amortization				income (loss)				affiliates				expenditures				Total assets
Three months ended September 30, 2010
Well Site Services –
Rental tools		$	91,856			$	9,839			$	14,446			$	—			$	11,308			$	369,050
Drilling and other			33,869				5,807				487				—				2,082				109,339
Total Well Site Services			125,725				15,646				14,933				—				13,390				478,389
Accommodations			127,719				11,560				37,679				—				28,283				655,983
Offshore Products			102,376				2,739				14,570				—				2,130				494,235
Tubular Services			232,527				291				12,003				80				964				432,977
Corporate and Eliminations			—				174				(8,795	)			—				108				27,325
Total		$	588,347			$	30,410			$	70,390			$	80			$	44,875			$	2,088,909

														Equity in
		Revenues from				Depreciation								earnings of
		unaffiliated				and				Operating				unconsolidated				Capital
		customers				amortization				income (loss)				affiliates				expenditures				Total assets
Three months ended September 30, 2009
Well Site Services –
Rental tools		$	51,721			$	10,526			$	(4,030	)		$	—			$	7,482			$	339,200
Drilling and other			18,380				6,585				(3,697	)			—				1,505				119,870
Total Well Site Services			70,101				17,111				(7,727	)			—				8,987				459,070
Accommodations			110,299				9,842				26,575				1				12,866				553,059
Offshore Products			131,761				2,734				20,553				—				3,245				513,452
Tubular Services			143,942				344				6,580				249				118				366,305
Corporate and Eliminations			—				162				(7,441	)			—				164				14,710
Total		$	456,103			$	30,193			$	38,540			$	250			$	25,380			$	1,906,596

														Equity in
		Revenues from				Depreciation								earnings of
		unaffiliated				and				Operating				unconsolidated				Capital
		customers				amortization				income (loss)				affiliates				expenditures				Total assets
Nine months ended September 30, 2010
Well Site Services –
Rental tools		$	238,477			$	30,753			$	29,219			$	—			$	28,334			$	369,050
Drilling and other			98,408				18,670				(2,565	)			—				6,619				109,339
Total Well Site Services			336,885				49,423				26,654				—				34,953				478,389
Accommodations			395,208				32,842				116,347				—				73,724				655,983
Offshore Products			311,375				8,314				43,278				—				8,110				494,235
Tubular Services			671,757				976				27,514				144				3,807				432,977
Corporate and Eliminations			—				533				(25,845	)			—				358				27,325
Total		$	1,715,225			$	92,088			$	187,948			$	144			$	120,952			$	2,088,909

														Equity in
		Revenues from				Depreciation								earnings of
		unaffiliated				and				Operating				unconsolidated				Capital
		customers				amortization				income (loss)				affiliates				expenditures				Total assets
Nine months ended September 30, 2009
Well Site Services –
Rental tools		$	177,075			$	30,342			$	(98,997	)		$	—			$	24,252			$	339,200
Drilling and other			46,525				19,501				(13,504	)			—				8,746				119,870
Total Well Site Services			223,600				49,843				(112,501	)			—				32,998				459,070
Accommodations			340,531				27,332				100,588				203				34,470				553,059
Offshore Products			382,271				8,171				59,287				—				9,143				513,452
Tubular Services			633,134				1,097				35,458				981				314				366,305
Corporate and Eliminations			—				420				(22,630	)			—				1,239				14,710
Total		$	1,579,536			$	86,863			$	60,202			$	1,184			$	78,164			$	1,906,596

11. COMMITMENTS AND CONTINGENCIES

     The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters, including warranty and product liability claims and occasional claims by individuals alleging exposure to hazardous materials as a result of its products or operations. Some of these claims relate to matters occurring prior to its acquisition of businesses, and some relate to businesses it has sold. In certain cases, the Company is entitled to indemnification from the sellers of businesses, and in other cases, it has indemnified the buyers of businesses from it. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on it, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on its consolidated financial position, results of operations or liquidity. Also see Note 12 to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

12. SUBSEQUENT EVENTS

     On October 5, 2010, we purchased all of the equity of Acute Technological Services, Inc. (“Acute”). Headquartered in Houston, Texas with additional operations in Brazil, Acute provides metallurgical and welding services to the oil and gas industry in support of critical, complex subsea component manufacturing and deepwater riser fabrication on a global basis. Subject to customary post-closing adjustments, total consideration for the transaction was $30.3 million, which was funded from cash on hand and borrowings under the Company’s existing credit facility. Acute’s operations will be reported as part of our offshore products segment.

     On October 14, 2010, we agreed to a Scheme of Arrangement with The MAC Services Group Limited (“The MAC”), a leading provider of remote accommodations for the natural resource industry in Australia, pursuant to which we will acquire all of the ordinary shares of The MAC. Under the terms of the Scheme, each shareholder of The MAC will receive A$3.90 per share in cash, which will be reduced by any dividends declared or paid subsequent to October 15, 2010. This offer price represents a total purchase price of A$651 million, or approximately $644 million based on exchange rates as of October 14, 2010. The Board of The MAC unanimously recommended that The MAC shareholders vote their shares in favor of the Scheme. The Company expects the transaction to close by the end of the first quarter of 2011. The Company intends to fund the acquisition with cash on hand and borrowings expected to become available under a new five-year, $900 million senior secured bank facility for which it has an executed commitment letter with the lead underwriting bank. The transaction is subject to certain conditions precedent including approvals from the shareholders of The MAC, the court approval of the Scheme and other regulatory approvals.

This quarterly report on Form 10-Q contains “certain forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Some of the information in the quarterly report may contain “forward-looking statements.” The “forward-looking statements” can be identified by the use of forward-looking terminology including “may,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” or other similar words. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors. For a discussion of important factors that could affect our results, please refer to “Part I, Item 1A. Risk Factors” and the financial statement line item discussions set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (the “Commission”)on February 22, 2010 and “Part II, Item 1A. Risk Factors” included in this quarterly report and our quarterly report for the period ended June 30, 2010 filed with the Commission on August 5, 2010. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Our management believes these forward-looking statements are reasonable. However, you should not place undue reliance on these forward-looking statements, which are based only on our current expectations and are not guarantees of future performance. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise.

In addition, in certain places in this quarterly report, we refer to reports published by third parties that purport to describe trends or developments in the energy industry. The Company does so for the convenience of our stockholders and in an effort to provide information available in the market that will assist the Company’s investors in a better understanding of the market environment in which the Company operates. However, the Company specifically disclaims any responsibility for the accuracy and completeness of such information and undertakes no obligation to update such information.

ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

     You should read the following discussion and analysis together with our condensed consolidated financial statements and the notes to those statements included elsewhere in this quarterly report on Form 10-Q.

Overview

     We provide a broad range of products and services to the oil and gas industry through our accommodations, offshore products, tubular services and well site services business segments. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and gas industry, particularly our customers’ willingness to spend capital on the exploration for and development of oil and natural gas reserves. Our customers’ spending plans are generally based on their outlook for near-term and long-term commodity prices. As a result, demand for our products and services is highly sensitive to current and expected oil and natural gas prices. The activity for our accommodations and offshore products segments is primarily tied to the long-term outlook for crude oil and, to a lesser extent, natural gas prices. In contrast, activity for our tubular services and well site services segments responds more rapidly to shorter-term movements in oil and natural gas prices and, specifically, changes in North American drilling and completion activity. Other factors that can affect our business and financial results include the general global economic environment and regulatory changes in the United States and internationally.

MAC Group Services, Ltd. Acquisition

     On October 14, 2010, we entered into an agreement to acquire all of the ordinary shares of The MAC, subject to certain closing conditions, including approval of the shareholders of The MAC and other regulatory approvals. The MAC is headquartered in Sydney, Australia and supplies accommodations services to the coal mining, construction and resource industries. The MAC currently has 4,606 rooms in six locations in Queensland and Western Australia. The Company and The MAC intend to complete the transaction through a Scheme of Arrangement (the “Scheme”) under the Corporations Act of Australia.

     Under the terms of the Scheme, each shareholder of The MAC will receive A$3.90 per share in cash, which will be reduced by any dividends declared or paid subsequent to October 15, 2010. This offer price represents a total purchase price of A$651 million, or $644 million based on exchange rates as of October 14, 2010. The Board of The MAC unanimously recommended that The MAC shareholders vote their shares in favor of the Scheme. The Company expects the transaction to close by the end of the first quarter of 2011 and to be accretive to earnings in 2011, excluding one-time transaction costs.

     The Company intends to fund the acquisition with cash on hand and borrowings expected to become available under a new five-year, $900 million senior secured bank facility. The Company entered into a commitment letter with Wells Fargo Bank, N.A. and its affiliates to provide this facility which, subject to final syndication, is expected to consist of revolving credit facilities in both the U.S. and Canada aggregating $600 million as well as funded term debt in both the U.S. and Canada totaling $300 million. The revolving credit facility and funded term debt are expected to have higher interest rates consistent with current market conditions but otherwise have similar types of terms and covenants as our existing credit facility. The commitment letter is subject to terms and conditions typical for such committed, acquisition financings.

     Marley Holdings Pty Ltd (“Marley”), as trustee for The Maloney Family Trust (a 52% shareholder in The MAC), has granted an option over a portion of its holdings in The MAC to the Company representing 19.9% of the total issued capital of The MAC.

     The transaction is subject to certain conditions precedent including the approval from the shareholders of The MAC, the court approval of the Scheme and other regulatory approvals. A copy of the executed Scheme Implementation Deed entered into by The Mac and the Company was filed by the Company in a current report on Form 8-K filed with the Commission on October 15, 2010.

Our Business Segments

     Our accommodations business is predominantly located in Canada and derives most of its business from energy companies who are developing and producing oil sands resources and, to a lesser extent, other resource based activities. A significant portion of our accommodations revenues is generated by our oil sands lodges. Where traditional accommodations and infrastructure are not accessible or cost effective, our semi-permanent lodge facilities provide comprehensive accommodations services similar to those found in an urban hotel. We typically contract our facilities to our customers on a fee per day based on the duration of their needs, which can range from several months to several years. In addition, we provide shorter-term remote site accommodations in smaller configurations utilizing our modular, mobile camp assets. We also expect our pending acquisition of The MAC in Australia to increase our accommodations revenues derived from resource- based mining operations.

     In May 2009, Imperial Oil announced the sanctioning of Phase I of its Kearl oil sands project. In November 2009, Suncor announced its 2010 capital expenditure plan that included spending on Phase 3 and 4 of its Firebag project. Both of these announcements have led to either extensions of existing accommodations contracts or incremental accommodations contracts for us. In addition, several major oil companies and national oil companies have acquired oil sands leases over the past twelve months that should bode well for future oil sands investment and, as a result, demand for oil sands accommodations. In May 2010, we announced the expansion of our accommodations operations in the oil sands region through planned additional capital expenditures totaling approximately $62 million to expand three of our existing facilities.

     Another factor that can influence the financial results for our accommodations segment is the exchange rate between the U.S. dollar and the Canadian dollar. Our accommodations segment has derived a majority of its revenues and operating income in Canada denominated in Canadian dollars. These revenues and profits are translated into U.S. dollars for U.S. GAAP financial reporting purposes. For the first nine months of 2010, the Canadian dollar was valued at an average exchange rate of U.S. $0.97 compared to U.S. $0.86 for the first nine months of 2009, an increase of 13%. This strengthening of the Canadian dollar had a significant positive impact on the translation into U.S. dollars of earnings generated from our Canadian subsidiaries and, therefore, the financial results of our accommodations segment.

     Our offshore products segment provides highly engineered products for offshore oil and natural gas production systems and facilities. Sales of our offshore products and services depend primarily upon development of infrastructure for offshore production systems and subsea pipelines, repairs and upgrades of existing offshore drilling rigs and construction of new offshore drilling rigs and vessels. In this segment, we are particularly influenced by global deepwater drilling and production spending.

     With the global economic recession and reduction in oil prices in late 2008 and into early 2009, many major and national oil companies deferred the sanctioning of incremental deepwater investments. As a result, throughout 2009 we experienced decreases in our offshore products segment backlog, which declined from $252.7 million as of September 30, 2009 to $206.3 million as of December 31, 2009. This reduction in backlog has led to decreased revenues from our offshore products segment in the first nine months of 2010 compared to the first nine months of 2009. With the improvement in oil prices over the last nineteen months and the improved outlook for long-term oil demand, we have experienced increased bidding and quoting activity for our offshore products, and our backlog has increased 28% from December 31, 2009 to $264.4 million as of September 30, 2010. However, the Horizon rig explosion and sinking and resultant oil spill from the Macondo well blowout has led to increased regulation affecting offshore drilling, which has delayed drilling and development operations in the U.S. Gulf of Mexico and negatively impacted our business as we discuss below under “Other Factors that Influence our Business.”

     Generally, our customers for both oil sands accommodations and offshore products are making multi-billion dollar investments to develop oil sands or deepwater prospects, which have estimated reserve lives of ten to thirty years, and consequently these investments are dependent on those customers’ longer-term view of crude oil prices. Crude oil prices have recovered to levels generally ranging from $70 to $80 per barrel compared to an average of approximately $62 per barrel experienced during 2009. With the recovery in demand for oil in several key growing markets, specifically China and India, long-term forecasts for oil demand and oil prices, have improved. As a result, our customers have begun to announce additional investments in both the oil sands region and in deepwater globally.

     Our well site services and tubular services segments are significantly influenced by drilling and completion activity primarily in the United States and, to a lesser extent, Canada. Over the past several years, this activity has been primarily driven by spending for natural gas exploration and production, particularly in the shale play regions of the U.S. However, with the rise in oil prices, the recent declines in natural gas prices and the advancement of drilling and completion techniques, activity in North America is beginning to shift to a greater proportion of oil and liquids rich gas drilling. The oil rig count in the United States now totals approximately 700 rigs, the highest level in over 20 years.

     In our well site services segment, we provide rental tools and land drilling services. Demand for our drilling services is driven by land drilling activity in West Texas, where we primarily drill oil wells, and in the Rocky Mountains area in the U.S., where we primarily drill natural gas wells. Our rental tools business provides equipment and service personnel utilized in the completion and initial production of new and recompleted wells. Activity for the rental tools business is dependant primarily upon the level and complexity of drilling, completion and workover activity throughout North America.

     Through our tubular services segment, we distribute a broad range of casing and tubing used in the drilling and completion of oil and natural gas wells primarily in North America. Accordingly, sales and gross margins in our tubular services segment depend upon the overall level of drilling activity, the types of wells being drilled, movements in global steel and steel input prices and the overall industry level of oil country tubular goods (OCTG) inventory and pricing. Historically, tubular services’ gross margin generally expands during periods of rising OCTG prices and contracts during periods of decreasing OCTG prices.

     Demand for our tubular services, land drilling and rental tool businesses is highly correlated to changes in the drilling rig count in the United States and, to a much lesser extent, Canada. The table below sets forth a summary of North American rig activity, as measured by Baker Hughes Incorporated, for the periods indicated.

		Average Drilling Rig Count for
		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
U.S. Land			1,604				940				1,458				1,031
U.S. Offshore			18				33				34				47
Total U.S.			1,622				973				1,492				1,078
Canada			361				187				332				202
Total North America			1,983				1,160				1,824				1,280

     The average North American rig count for the three months ended September 30, 2010 increased by 823 rigs, or 70.9%, compared to the three months ended September 30, 2009 largely due to growth in the U.S. land rig count. As of October 29, 2010, the North American rig count increased compared to the third quarter 2010 average to 2,105 rigs due to seasonal increases in the Canadian rig count and further increases in U.S. land drilling activity.

     We support the development of several oil and natural gas shale properties through our rental tool and tubular businesses. There is continuing exploration and development activity focused on these shale areas leading us and many of our competitors to relocate equipment to and also concentrate on these areas. Domestic U.S. natural gas prices have decreased from peak levels in 2008 to recent levels of approximately $3.25 to $4.00 per Mcf. Many analysts are expecting continued weakness in natural gas prices unless the supply and demand for natural gas becomes more balanced. Gas-directed drilling activity could come under pressure given low natural gas prices and the supply/demand imbalance.

     Steel and steel input prices influence the pricing decisions of our OCTG suppliers, thereby influencing the pricing and margins of our tubular services segment. Steel prices on a global basis declined precipitously during the recession in 2009. Industry inventories increased materially as the rig count declined and imports remained at high levels. These developments in the OCTG marketplace had a material detrimental impact on OCTG pricing and, accordingly, on revenues and margins realized during the last half of 2009 in our tubular services segment. These negative trends moderated in the first nine months of 2010 due to a reduction in imports, largely due to the imposition of trade sanctions on Chinese OCTG imports. As inventory excesses were reduced, price increases were announced by the major U.S. mills during the first half of 2010. The OCTG Situation Report indicates that industry OCTG inventory levels peaked in the first quarter of 2009 at approximately twenty months’ supply on the ground and have trended down to between five and six months’ supply currently.

     During 2010, U. S. mills have increased production and imports have surged recently, particularly goods imported from Canada and Korea followed by India, Mexico and Japan. This increase in supply has been in response to the 71% year-over-year increase in drilling in North America.

Other Factors that Influence our Business

     While global demand for oil and natural gas are significant factors influencing our business generally, certain other factors such as the recent global economic recession and credit crisis, the Macondo well incident and resultant oil spill and drilling moratorium as well as other changes and potential changes in the regulatory environment also influence our business.

     We have witnessed unprecedented events in the U.S. Gulf of Mexico as a result of the Macondo well incident and resultant oil spill from the Macondo well blowout. As a result, the U.S. Department of the Interior implemented a moratorium / suspension on certain drilling activities in water depths greater than 500 feet in the U.S. Gulf of Mexico that effectively shut down new deepwater drilling activities this year. The moratorium was lifted during October 2010. In addition, the U.S. Department of the Interior issued Notices to Lessees and Operators (“NTLs”), implemented additional safety and certification requirements applicable to drilling activities in the U.S. Gulf of Mexico, and imposed additional requirements with respect to development and production activities in the U.S. Gulf of Mexico, and has delayed the approval of applications to drill in both deepwater and shallow-water areas. Despite the rescission of the moratorium, offshore drilling activity is being delayed by adjustments in operating procedures, compliance certifications, and lead times for permits and inspections, as a result of changes in the regulatory environment. Hearings by the Deepwater Horizon Joint Investigation, involving the U.S. Coast Guard and the

Bureau of Ocean Energy Management, Regulation and Enforcement have continued, and the presidential commission tasked with providing recommendations on how the U.S. can prevent and mitigate future spills continues to issue reports. In addition, there have been a variety of proposals to change existing laws and regulations that could affect offshore development and production, including proposals to significantly increase the minimum financial responsibility demonstration required under the federal Oil Pollution Act of 1990. Uncertainties and delays caused by the new regulatory environment have and are expected to continue to have an overall negative effect on Gulf of Mexico drilling activity and, to a certain extent, the financial results of our offshore products, tubular services and well site services segments.

     Throughout the first half of 2009, we saw unprecedented declines in the global economic outlook that were initially fueled by the housing and credit crises. These market conditions led to reduced growth and in some instances, decreased overall output. Beginning in late 2009 and into the first nine months of 2010, market factors have suggested that economic improvement is underway, notably in international markets such as China and India. However, the pace of improvement has been slow, and we have not seen economic activity, generally, and exploration and development activities, specifically, return to peak 2008 levels, although we have seen a substantial increase in North American drilling activity and in our offshore products backlog. In addition, unemployment in the United States remains at relatively high levels.

     We continue to monitor the fallout of the financial crisis on the global economy, the demand for crude oil and natural gas, and the resulting impact on the capital spending budgets of exploration and production companies in order to plan our business. We currently expect that our 2010 capital expenditures will total approximately $200 million compared to 2009 capital expenditures of $124 million. Our 2010 capital expenditures include funding to complete projects in progress at December 31, 2009, including (i) expansion of our Wapasu Creek accommodations facility in the Canadian oil sands, (ii) international expansion at offshore products, (iii) the purchase of an accommodations facility in the Horn River Basin area of northeast British Columbia, (iv) expansion at tubular services through the addition of a facility in Pennsylvania to service the Marcellus shale area and (v) ongoing maintenance capital requirements. In our well site services segment, we continue to monitor industry capacity additions and will make future capital expenditure decisions based on a careful evaluation of both the market outlook and industry fundamentals. In our tubular services segment, we remain focused on industry inventory levels, future drilling and completion activity and OCTG prices.

Consolidated Results of Operations (in millions)

		THREE MONTHS ENDED																NINE MONTHS ENDED
		SEPTEMBER 30,																SEPTEMBER 30,
										Variance																Variance
										2010 vs. 2009																2010 vs. 2009
		2010				2009				$				%				2010				2009				$				%
Revenues
Well Site Services -
Rental Tools		$	91.8			$	51.7			$	40.1				78	%		$	238.5			$	177.1			$	61.4				35	%
Drilling and Other			33.9				18.4				15.5				84	%			98.4				46.5				51.9				112	%
Total Well Site Services			125.7				70.1				55.6				79	%			336.9				223.6				113.3				51	%
Accommodations			127.7				110.3				17.4				16	%			395.2				340.5				54.7				16	%
Offshore Products			102.4				131.8				(29.4	)			(22	%)			311.4				382.3				(70.9	)			(19	%)
Tubular Services			232.5				143.9				88.6				62	%			671.7				633.1				38.6				6	%
Total		$	588.3			$	456.1			$	132.2				29	%		$	1,715.2			$	1,579.5			$	135.7				9	%
Product costs; Service and other costs (“Cost of sales and service”)
Well Site Services -
Rental Tools		$	58.7			$	38.6			$	20.1				52	%		$	154.0			$	128.7			$	25.3				20	%
Drilling and Other			26.7				14.8				11.9				80	%			80.1				38.4				41.7				109	%
Total Well Site Services			85.4				53.4				32.0				60	%			234.1				167.1				67.0				40	%
Accommodations			72.4				67.8				4.6				7	%			227.5				196.6				30.9				16	%
Offshore Products			74.3				98.7				(24.4	)			(25	%)			230.2				285.2				(55.0	)			(19	%)
Tubular Services			216.5				133.9				82.6				62	%			632.8				586.8				46.0				8	%
Total		$	448.6			$	353.8			$	94.8				27	%		$	1,324.6			$	1,235.7			$	88.9				7	%
Gross margin
Well Site Services -
Rental Tools		$	33.1			$	13.1			$	20.0				153	%		$	84.5			$	48.4			$	36.1				75	%
Drilling and Other			7.2				3.6				3.6				100	%			18.3				8.1				10.2				126	%
Total Well Site Services			40.3				16.7				23.6				141	%			102.8				56.5				46.3				82	%
Accommodations			55.3				42.5				12.8				30	%			167.7				143.9				23.8				17	%
Offshore Products			28.1				33.1				(5.0	)			(15	%)			81.2				97.1				(15.9	)			(16	%)
Tubular Services			16.0				10.0				6.0				60	%			38.9				46.3				(7.4	)			(16	%)
Total		$	139.7			$	102.3			$	37.4				37	%		$	390.6			$	343.8			$	46.8				14	%
Gross margin as a percentage of revenues
Well Site Services -
Rental Tools			36	%			25	%											35	%			27	%
Drilling and Other			21	%			20	%											19	%			17	%
Total Well Site Services			32	%			24	%											31	%			25	%
Accommodations			43	%			39	%											42	%			42	%
Offshore Products			27	%			25	%											26	%			25	%
Tubular Services			7	%			7	%											6	%			7	%
Total			24	%			22	%											23	%			22	%