e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
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. 0-20310
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   75-2379388
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1105 Peters Road    
Harvey, Louisiana   70058
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (504) 362-4321
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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer þ Accelerated filer o Non-accelerated o
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 number of shares of the registrant’s common stock outstanding on November 1, 2007 was 80,497,579.
 
 

 


 

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q for
the Quarterly Period Ended September 30, 2007
TABLE OF CONTENTS
         
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 Certification Pursuant to Section 302
 Certification Pursuant to Section 302
 Certification Pursuant to Section 906
 Certification Pursuant to Section 906

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 2007 and December 31, 2006
(in thousands, except share data)
                 
    9/30/07     12/31/06  
    (Unaudited)     (Audited)  
ASSETS
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 63,809     $ 38,970  
Accounts receivable, net
    346,081       303,800  
Income taxes receivable
          2,630  
Current portion of notes receivable
    15,616       14,824  
Prepaid expense and other
    58,348       59,563  
 
           
 
               
Total current assets
    483,854       419,787  
 
           
 
               
Property, plant and equipment, net
    1,032,764       804,228  
Goodwill, net
    475,068       444,687  
Notes receivable
    16,364       16,137  
Equity-method investments
    61,282       64,603  
Intangible and other long-term assets, net
    131,754       125,036  
 
           
 
               
Total assets
  $ 2,201,086     $ 1,874,478  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities:
               
Accounts payable
  $ 72,817     $ 65,451  
Accrued expenses
    178,659       141,684  
Income taxes payable
    4,410        
Current portion of decommissioning liabilities
    34,884       35,150  
Current maturities of long-term debt
    810       810  
 
           
 
               
Total current liabilities
    291,580       243,095  
 
           
 
               
Deferred income taxes
    147,784       112,011  
Decommissioning liabilities
    88,791       87,046  
Long-term debt, net
    711,440       711,505  
Other long-term liabilities
    14,202       10,133  
 
               
Stockholders’ 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, 81,490,025 shares at September 30, 2007, and 80,617,337 shares at December 31, 2006
    81       81  
Additional paid in capital
    433,165       411,374  
Accumulated other comprehensive income, net
    15,942       10,288  
Retained earnings
    498,101       288,945  
 
           
 
               
Total stockholders’ equity
    947,289       710,688  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 2,201,086     $ 1,874,478  
 
           
See accompanying notes to consolidated financial statements.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2007 and 2006
(in thousands, except per share data)
(unaudited)
                                 
    Three Months     Nine Months  
    2007     2006     2007     2006  
Oilfield service and rental revenues
  $ 347,228     $ 252,309     $ 1,021,712     $ 687,441  
Oil and gas revenues
    51,696       38,208       136,889       87,304  
 
                       
 
                               
Total revenues
    398,924       290,517       1,158,601       774,745  
 
                       
 
                               
Cost of oilfield services and rentals
    159,683       109,525       465,085       304,066  
Cost of oil and gas sales
    18,954       19,562       55,845       52,469  
 
                       
 
                               
Total cost of services, rentals and sales
    178,637       129,087       520,930       356,535  
 
                       
 
                               
Depreciation, depletion, amortization and accretion
    49,881       28,831       133,967       77,473  
General and administrative expenses
    57,150       44,385       161,833       122,124  
Gain on sale of business
    7,483             7,483        
 
                       
 
                               
Income from operations
    120,739       88,214       349,354       218,613  
 
                       
 
                               
Other income (expense):
                               
Interest expense, net
    (8,197 )     (5,989 )     (24,938 )     (16,389 )
Interest income
    795       1,255       2,303       3,477  
Loss on early extinguishment of debt
                      (12,596 )
Earnings (losses) from equity-method investments, net
    1,395       2,704       (2,447 )     3,852  
 
                       
 
                               
Income before income taxes
    114,732       86,184       324,272       196,957  
 
                               
Income taxes
    39,682       31,026       115,116       70,904  
 
                       
 
                               
Net income
  $ 75,050     $ 55,158     $ 209,156     $ 126,053  
 
                       
 
                               
Basic earnings per share
  $ 0.92     $ 0.69     $ 2.58     $ 1.58  
 
                       
 
                               
Diluted earnings per share
  $ 0.91     $ 0.68     $ 2.53     $ 1.55  
 
                       
 
                               
Weighted average common shares used in computing earnings per share:
                               
Basic
    81,470       79,824       81,053       79,754  
Incremental common shares from stock options
    1,265       1,480       1,410       1,442  
Incremental common shares from restricted stock units
    58       36       58       36  
 
                       
 
                               
Diluted
    82,793       81,340       82,521       81,232  
 
                       
See accompanying notes to consolidated financial statements.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2007 and 2006
(in thousands)
(unaudited)
                 
    2007     2006  
Cash flows from operating activities:
               
Net income
  $ 209,156     $ 126,053  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation, depletion, amortization and accretion
    133,967       77,473  
Deferred income taxes
    32,459       (1,085 )
Stock-based and performance share unit compensation expense
    8,995       3,746  
(Earnings) losses from equity-method investments, net
    2,447       (3,852 )
Write-off of debt acquisition costs
          2,817  
Amortization of debt acquisition costs and note discount
    2,669       857  
Gain on sale of business
    (7,483 )      
Changes in operating assets and liabilities, net of acquisitions and dispositions:
               
Receivables
    (35,028 )     (75,399 )
Other, net
    6,779       (3,125 )
Accounts payable
    (861 )     7,325  
Accrued expenses
    28,496       32,348  
Decommissioning liabilities
    (2,303 )     (2,255 )
Income taxes
    5,817       64,142  
 
           
 
               
Net cash provided by operating activities
    385,110       229,045  
 
           
 
               
Cash flows from investing activities:
               
Payments for capital expenditures
    (325,868 )     (165,064 )
Acquisitions of businesses, net of cash acquired
    (79,624 )     (9,822 )
Cash proceeds from sale of business, net of cash sold
    18,100       18,343  
Acquisitions of oil and gas properties
          (46,631 )
Cash contributed to equity-method investment
          (57,781 )
Other
    8,981       (2,542 )
 
           
 
               
Net cash used in investing activities
    (378,411 )     (263,497 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from long-term debt
          295,467  
Principal payments on long-term debt
    (405 )     (200,405 )
Payment of debt acquisition costs
    (83 )     (6,516 )
Proceeds from issuance of stock through employee benefit plans
    324        
Proceeds from exercise of stock options
    8,422       2,631  
Tax benefit from exercise of stock options
    9,135        
 
           
 
               
Net cash provided by financing activities
    17,393       91,177  
 
           
 
               
Effect of exchange rate changes on cash
    747       700  
 
           
 
               
Net increase in cash
    24,839       57,425  
 
               
Cash and cash equivalents at beginning of period
    38,970       54,457  
 
           
 
               
Cash and cash equivalents at end of period
  $ 63,809     $ 111,882  
 
           
See accompanying notes to consolidated financial statements.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006
(1) Basis of Presentation
Certain information and footnote disclosures normally in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission; however, management believes the disclosures which are made are adequate to make the information presented not misleading. These financial statements and footnotes should be read in conjunction with the consolidated financial statements and notes thereto included in Superior Energy Services, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The financial information of Superior Energy Services, Inc. and subsidiaries (the Company) for the nine months ended September 30, 2007 and 2006 has not been audited. However, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the results of operations for the periods presented have been included therein. The results of operations for the first nine months of the year are not necessarily indicative of the results of operations that might be expected for the entire year. Certain previously reported amounts have been reclassified to conform to the 2007 presentation.
(2) Stock-Based and Long-Term Compensation
The Company maintains various stock incentive plans that provide long-term incentives to the Company’s key employees, including officers and directors, consultants and advisers (Eligible Participants). Under the incentive plans, the Company may grant incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards or any combination thereof to Eligible Participants.
Stock Options
The Company has issued non-qualified stock options under its stock incentive plans. The options generally vest in equal installments over three years and expire in ten years. Non-vested options are generally forfeited upon termination of employment. The Company’s compensation expense related to stock options for the nine months ended September 30, 2007 and 2006 was approximately $1.1 million and $0.6 million, respectively, which is reflected in general and administrative expenses.
Restricted Stock
The Company has issued shares of restricted stock under its stock incentive plans. Shares of restricted stock generally vest in equal annual installments over three years. Non-vested shares are generally forfeited upon the termination of employment. Holders of the shares of restricted stock are entitled to all rights of a stockholder of the Company with respect to the restricted stock, including the right to vote the shares and receive all dividends and other distributions declared thereon. The Company’s compensation expense related to shares of restricted stock outstanding for the nine months ended September 30, 2007 and 2006 was approximately $1.9 million and $0.7 million, respectively, which is reflected in general and administrative expenses.
Restricted Stock Units
The Company has issued restricted stock units (RSUs) under it stock incentive plans. Annually, each non-employee director is issued a number of RSUs having an aggregate value in a dollar amount determined by the Company’s Board of Directors. An RSU represents the right to receive from the Company, within 30 days of the date the director ceases to serve on the Board, one share of the Company’s common stock. The Company’s expense related to RSUs for each nine month period ended September 30, 2007 and 2006 was approximately $0.7 million, which is reflected in general and administrative expenses.

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Performance Share Units
The Company has issued performance share units (PSUs) to its employees as part of the Company’s long-term incentive program. There is a three-year performance period associated with each PSU grant date. The two performance measures applicable to all participants are the Company’s return on invested capital and total stockholder return relative to those of the Company’s pre-defined “peer group.” The PSUs provide for settlement in cash or up to 50% in equivalent value in the Company’s common stock, if the participant has met specified continued service requirements. The Company’s compensation expense related to all outstanding PSUs for the nine months ended September 30, 2007 and 2006 was approximately $5.2 million and $1.7 million, respectively, which is reflected in general and administrative expenses. The Company has recorded a liability of approximately $9.7 million and $4.5 million at September 30, 2007 and December 31, 2006, respectively, for all outstanding PSUs, which is reflected in accrued expenses.
Employee Stock Purchase Plan
In August 2007, the Company implemented the Superior Energy Services, Inc. 2007 Employee Stock Purchase Plan (ESPP) under which 1,000,000 shares of common stock were reserved for issuance. Each eligible employee may direct up to 20% of their salary to a maximum of $8,500 per year toward the purchase of the Company’s common stock at a 15% discount. Through September 30, 2007, approximately 10,200 shares have been issued pursuant to this plan. The Company received $0.3 million related to shares issued under the ESPP in both the three and nine month periods ended September 30, 2007. The Company recorded compensation expense of approximately $60,000 for both the three and nine month periods ended September 30, 2007 related to the ESPP.
(3) Earnings per Share
Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional common shares that could have been outstanding assuming the exercise of stock options that would have a dilutive effect on earnings per share using the treasury stock method and the conversion of restricted stock units into common stock using the treasury stock method.
In connection with the Company’s outstanding senior exchangeable notes, there could be a dilutive effect on earnings per share if the price of the Company’s stock exceeds the initial exchange price of $45.58 per share for a specified period of time. In the event the Company’s common stock exceeds the initial exchange price of $45.58 per share, for the first $1.00 the price exceeds $45.58, the dilutive effect would be as much as 188,400 shares. The impact on the calculation of earnings per share would depend on when during the quarter the $45.58 per share price is reached (see note 8).
Subsequent Events
In October 2007, the Company purchased 1,000,000 shares of its common stock for an aggregate amount of $33.8 million under a stock repurchase program authorized by the Company’s Board of Directors. In September 2007, the Company’s Board of Directors authorized a $350 million share repurchase program of the Company’s common stock. The stock repurchase program will expire on December 31, 2009. Under the program, the Company can purchase shares through open market transactions at prices deemed appropriate by management.
(4) Acquisitions and Dispositions
In August 2007, the Company sold the assets of a non-core rental tool business for approximately $16.3 million in cash and $2.0 million in a note receivable bearing interest equal to prime rate per annum due in August 2010. As a result of the sale of these assets, the Company recorded a pre-tax gain on sale of business of approximately $7.5 million. In conjunction with the sale of this business, an additional $3.4 million will be receivable by the Company if specific conditions are met as determined through August 2011.

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In April 2007, the Company acquired Advanced Oilwell Services, Inc. (AOS) for approximately $24.2 million in cash consideration. Additional consideration, if any, will be based upon the average earnings before interest, income taxes, depreciation and amortization expense of the business over a three-year period, and will not exceed $7.4 million. AOS is a provider of cementing and pressure pumping services primarily operating in the East Texas region. The acquisition has been accounted for as a purchase, and the results of operations have been included from the acquisition date. The pro forma effect of the operations of the acquisition was not material to the Condensed Consolidated Statements of Operations of the Company for the current period presented.
In January 2007, the Company acquired Duffy & McGovern Accommodation Services Limited (Duffy & McGovern) for approximately $47.5 million in cash consideration. Duffy & McGovern is a provider of offshore accommodation rentals operating in most deep water oil and gas territories with major operations in Europe, Africa, the Americas and South East Asia. The Company acquired Duffy & McGovern to further expand its rental tools segment internationally. The acquisition has been accounted for as a purchase, and the results of operations have been included from the acquisition date. The pro forma effect of the operations of the acquisition was not material to the Condensed Consolidated Statements of Operations of the Company for the current period presented.
In December 2006, the Company acquired Warrior Energy Services Corporation (Warrior) for a total purchase price of approximately $374.1 million. The total consideration was comprised of cash payments of approximately $237.8 million (including acquisition costs and repayment of Warrior’s debt) and equity consideration of approximately $136.3 million. Warrior is an oil and gas services company that provides various well intervention services including wireline, electric line, logging, perforating, mechanical services, pipe recovery, fishing and rental, plug and abandonment and hydraulic workover services. Warrior has over 30 operating bases in 10 states with operations concentrated in the major onshore and offshore oil and gas producing areas of the United States. The acquisition has been accounted for as a purchase, and the results of operations of Warrior have been included from the acquisition date. The allocation of the purchase price and the valuation of assets and liabilities will be subject to refinement as the Company gathers additional information with respect to income taxes, outstanding litigation and other items.
In July 2006, Beryl Oil and Gas L.P. (BOG), formerly known as Coldren Resources LP, completed the acquisition from Noble Energy, Inc. (Noble) of substantially all of Noble’s offshore Gulf of Mexico shallow water oil and gas properties. SPN Resources, LLC (SPN Resources), a wholly-owned subsidiary of the Company, acquired a 40% interest in BOG for an initial cash investment of approximately $57.8 million. The Company’s investment in BOG is accounted for under the equity-method of accounting.
In April 2006, SPN Resources acquired additional oil and gas properties through the acquisition of five offshore Gulf of Mexico leases. Under the terms of the transaction, the Company acquired the properties and assumed the related decommissioning liabilities. The Company paid cash in the amount of $46.6 million and recorded decommissioning liabilities of approximately $3.7 million and oil and gas producing assets of approximately $50.3 million.
The Company made other business acquisitions, which were not material on an individual or cumulative basis, requiring cash consideration of $11.5 million in the nine months ended September 30, 2007 and $9.8 million in the year ended December 31, 2006. The Company also sold the assets of its field management division in the second quarter of 2007 for approximately $1.8 million in cash. In conjunction with the sale of this division, an additional $0.5 million will be receivable by the Company if specific conditions are met as determined through 2008. The Company also sold its environmental subsidiary in the first quarter of 2006 for approximately $18.7 million in cash.
Several of the Company’s prior business acquisitions require future payments if specific conditions are met. As of September 30, 2007, the maximum additional contingent consideration payable was approximately $8.8 million and will be determined and payable through 2010. In the nine months ended September 30, 2007, the Company capitalized and paid additional consideration of approximately $0.6 million as a result of prior acquisitions.
Subsequent Event
In October 2007, the Company acquired a rental tool business located in Louisiana for approximately $17.0 million in cash consideration. Additional consideration, if any, will be based upon the annual revenue levels generated

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from the acquired assets over a five-year period, and will not exceed $7.0 million. The acquisition will be accounted for as a purchase.
In October 2007, the Company acquired a business located in the Netherlands that provides hydraulic workover, snubbing and well control services to the international oil and gas industry with the majority of its activity in Europe for approximately $10.7 million in cash consideration. Additional consideration, if any, will be based upon the average earnings before interest, income taxes, depreciation and amortization expense of the business over a three-year period, and will not exceed $10.7 million based on current exchange rates. The acquisition will be accounted for as a purchase.
In November 2007, the Company acquired the assets of a rental tool inspection company located in Colombia for approximately $1.8 million in cash consideration. Additional consideration, if any, will be based upon the average earnings before interest, income taxes, depreciation and amortization expense of the business over a three-year period, and will not exceed $0.6 million. The acquisition will be accounted for as a purchase.
(5) Segment Information
Business Segments
The Company has four reportable segments: well intervention, rental tools, marine, and oil and gas. The well intervention segment provides production related services used to enhance, extend and maintain oil and gas production, which include mechanical wireline, hydraulic workover and snubbing, well control, coiled tubing, electric line, pumping and stimulation and well bore evaluation services; well plug and abandonment services, and other oilfield services used to support drilling and production operations. The rental tools segment rents and sells stabilizers, drill pipe, tubulars and specialized equipment for use with onshore and offshore oil and gas well drilling, completion, production and workover activities. It also provides onsite accommodations and bolting services. The marine segment operates liftboats for production service activities, as well as oil and gas production facility maintenance, construction operations and platform removals. The oil and gas segment acquires mature oil and gas properties and produces and sells any remaining oil and gas reserves. Oil and gas eliminations represent products and services provided to the oil and gas segment by the Company’s three other segments. Certain previously reported amounts have been reclassified to conform to the presentation in the current period.
Summarized financial information concerning the Company’s segments for the three and nine months ended September 30, 2007 and 2006 is shown in the following tables (in thousands):
Three Months Ended September 30, 2007
                                                 
                                    Oil & Gas        
    Well     Rental                     Eliminations     Consolidated  
    Intervention     Tools     Marine     Oil & Gas     & Unallocated     Total  
     
Revenues
  $ 202,807     $ 118,918     $ 26,323     $ 51,696     $ (820 )   $ 398,924  
Cost of services, rentals and sales
    111,777       35,142       13,586       18,952       (820 )     178,637  
Depreciation, depletion, amortization and accretion
    12,979       18,115       1,986       16,801             49,881  
General and administrative expenses
    30,440       21,698       2,603       2,409             57,150  
Gain on sale of business
          7,483                         7,483  
Income from operations
    47,611       51,446       8,148       13,534             120,739  
Interest expense, net
                            (8,197 )     (8,197 )
Interest income
                      311       484       795  
Earnings from equity-method investments, net
                      1,395             1,395  
     
 
                                               
Income (loss) before income taxes
  $ 47,611     $ 51,446     $ 8,148     $ 15,240     $ (7,713 )   $ 114,732  
     

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Three Months Ended September 30, 2006
                                                 
                                    Oil & Gas    
    Well   Rental                   Eliminations   Consolidated
    Intervention   Tools   Marine   Oil & Gas   & Unallocated   Total
     
Revenues
  $ 122,205     $ 98,262     $ 36,013     $ 38,208     $ (4,171 )   $ 290,517  
Cost of services, rentals and sales
    68,438       30,786       14,472       19,562       (4,171 )     129,087  
Depreciation, depletion, amortization and accretion
    4,511       13,600       2,142       8,578             28,831  
General and administrative expenses
    20,428       18,776       3,231       1,950             44,385  
Income from operations
    28,828       35,100       16,168       8,118             88,214  
Interest expense, net
                            (5,989 )     (5,989 )
Interest income
                      286       969       1,255  
Earnings from equity-method investments, net
                      2,704             2,704  
     
 
                                               
Income (loss) before income taxes
  $ 28,828     $ 35,100     $ 16,168     $ 11,108     $ (5,020 )   $ 86,184  
     
Nine Months Ended September 30, 2007
                                                 
                                    Oil & Gas    
    Well   Rental                   Eliminations   Consolidated
    Intervention   Tools   Marine   Oil & Gas   & Unallocated   Total
     
Revenues
  $ 570,280     $ 358,834     $ 97,351     $ 136,889     $ (4,753 )   $ 1,158,601  
Cost of services, rentals and sales
    316,733       109,676       43,432       55,842       (4,753 )     520,930  
Depreciation, depletion, amortization and accretion
    34,592       49,971       6,379       43,025             133,967  
General and administrative expenses
    83,168       63,508       7,719       7,438             161,833  
Gain on sale of business
          7,483                         7,483  
Income from operations
    135,787       143,162       39,821       30,584             349,354  
Interest expense, net
                            (24,938 )     (24,938 )
Interest income
                      924       1,379       2,303  
Losses from equity-method investments, net
                      (2,447 )           (2,447 )
     
 
                                               
Income (loss) before income taxes
  $ 135,787     $ 143,162     $ 39,821     $ 29,061     $ (23,559 )   $ 324,272  
     

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Nine Months Ended September 30, 2006
                                                 
                                    Oil & Gas    
    Well   Rental                   Eliminations   Consolidated
    Intervention   Tools   Marine   Oil & Gas   & Unallocated   Total
     
Revenues
  $ 335,953     $ 262,629     $ 100,171     $ 87,304     $ (11,312 )   $ 774,745  
Cost of services, rentals and sales
    191,793       83,307       40,278       52,469       (11,312 )     356,535  
Depreciation, depletion, amortization and accretion
    13,375       37,795       6,427       19,876             77,473  
General and administrative expenses
    56,566       50,525       8,816       6,217             122,124  
Income from operations
    74,219       91,002       44,650       8,742             218,613  
Interest expense, net
                            (16,389 )     (16,389 )
Interest income
                      888       2,589       3,477  
Loss on early extinguishment of debt
                            (12,596 )     (12,596 )
Earnings from equity-method investments, net
                      3,852             3,852  
     
 
                                               
Income (loss) before income taxes
  $ 74,219     $ 91,002     $ 44,650     $ 13,482     $ (26,396 )   $ 196,957  
     
Identifiable Assets
                                                 
    Well     Rental                             Consolidated  
    Intervention     Tools     Marine     Oil & Gas     Unallocated     Total  
     
September 30, 2007
  $ 975,044     $ 656,883     $ 196,398     $ 345,587     $ 27,174     $ 2,201,086  
     
December 31, 2006
  $ 840,130     $ 501,156     $ 187,597     $ 318,297     $ 27,298     $ 1,874,478  
     
Geographic Segments
The Company attributes revenue to countries based on the location where services are performed or the destination of the sale of products. Long-lived assets consist primarily of property, plant and equipment and are attributed to the United States or other countries based on the physical location of the asset at the end of a period. The Company’s information by geographic area is as follows (amounts in thousands):
Revenues:
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2007     2006     2007     2006  
United States
  $ 320,506     $ 248,822     $ 934,174     $ 663,354  
Other Countries
    78,418       41,695       224,427       111,391  
 
                       
Total
  $ 398,924     $ 290,517     $ 1,158,601     $ 774,745  
 
                       
Long-Lived Assets:
                 
    September 30,     December 31,  
    2007     2006  
United States
  $ 871,062     $ 715,899  
Other Countries
    161,702       88,329  
 
           
Total
  $ 1,032,764     $ 804,228  
 
           

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(6) Construction Contract
In July 2006, the Company contracted to construct a derrick barge that will be sold to a third party for approximately $53.7 million. The contract to construct the derrick barge to the customer’s specifications is recorded on the percentage-of-completion method utilizing engineering estimates and construction progress. This methodology requires the Company to make estimates regarding the progress against the project schedule and estimated completion date, both of which impact the amount of revenue and gross margin the Company recognizes in each reporting period. Contract costs primarily include sub-contract and program management costs. Provisions for unanticipated losses, if any, will be recorded in full when such losses become evident. Included in accrued expenses at September 30, 2007 and December 31, 2006 is approximately $19.5 million and $12.3 million, respectively, of billings in excess of costs and estimated earnings related to this contract.
(7) Equity-Method Investments
Investments in entities that are not controlled by the Company, but where the Company has the ability to exercise influence over the operations are accounted for using the equity-method. The Company’s share of the income or losses of these entities is reflected as earnings or losses from equity-method investments on its Condensed Consolidated Statements of Operations.
In May 2006, SPN Resources acquired a 40% interest in BOG. The Company’s total cash contribution for its equity-method investment in BOG was approximately $57.8 million. The Company has not made additional contributions since its initial investment. The Company’s equity-method investment balance in BOG is approximately $60.3 million at September 30, 2007 and $63.6 million at December 31, 2006. The Company recorded a loss from its equity-method investment in BOG of approximately $2.5 million for the nine months ended September 30, 2007. During the nine month period ended September 30, 2006, the Company recorded approximately $3.8 million of earnings from its equity-method investment in BOG mainly due to the mark-to-market accounting on its oil and gas derivatives.
The Company provides operating and administrative support services to BOG and receives reimbursement for general and administrative and direct expenses incurred on behalf of BOG. The Company also, where possible and at competitive rates, provides its products and services to assist BOG in producing and developing its oil and gas properties. As such, the Company has a receivable from BOG of approximately $2.6 million at September 30, 2007 and $3.0 million at December 31, 2006. The Company offset its general and administrative expenses by approximately $3.5 million for the reimbursements due from BOG for the nine months ended September 30, 2007. The Company also recorded revenue of approximately $7.6 million from BOG for the nine months ended September 30, 2007. The Company reduces its revenue and its investment in BOG for its 40% ownership when products and services are provided to and capitalized by BOG. The Company records these amounts in revenue as BOG records the related depreciation and depletion expenses. The Company recorded a net reduction to revenue and its investment in BOG of approximately $0.9 million for the nine months ended September 30, 2007. All amounts related to the three and nine month periods ended September 30, 2006 were not material.
Summarized balance sheet and statement of operations information for BOG is presented below (amounts in thousands):

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Balance Sheet
                 
    September 30,     December 31,  
    2007     2006  
Current assets
  $ 140,046     $ 176,860  
Property, plant and equipment, net
    487,994       522,941  
Other assets
    8,761       23,135  
 
           
 
               
Total assets
  $ 636,801     $ 722,936  
 
           
 
               
Current liabilities
  $ 28,781     $ 27,922  
Decommissioning and other long-term liabilities
    95,285       89,610  
Long-term debt
    361,086       432,697  
 
           
 
               
Total liabilities
    485,152       550,229  
 
           
Accumulated other comprehensive income, net
    (1,060 )     13,861  
Partners’ capital
    152,709       158,846  
 
           
 
               
Total capital
    151,649       172,707  
 
           
 
               
Total liabilities and partners’ capital
  $ 636,801     $ 722,936  
 
           
Income Statement
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,     September 30,     September 30,  
    2007     2006     2007     2006  
Revenues
  $ 56,005     $ 61,458     $ 165,150     $ 61,458  
Lease operating expenses
    (13,056 )     (17,615 )     (41,220 )     (17,615 )
Depreciation, depletion, amortization and accretion
    (26,981 )     (35,874 )     (84,744 )     (35,874 )
General and administrative expenses
    (4,395 )     (2,695 )     (11,132 )     (2,837 )
Interest expense
    (9,961 )     (9,915 )     (31,958 )     (9,915 )
Interest income
    949       688       3,190       688  
Gain (loss) on derivatives
    922       10,706       (5,423 )     13,679  
 
                       
 
                               
Net income (loss)
  $ 3,483     $ 6,753     $ (6,137 )   $ 9,584  
 
                       
Also included in equity-method investments at September 30, 2007 and 2006 is approximately $1 million investment for a 50% ownership in a company that owns an airplane. Earnings from the equity-method investment in this company were not material for the nine months ended September 30, 2007 or 2006. The Company recorded approximately $156,000 and $175,000 in expense to lease the airplane (exclusive of operating costs) from this company for the nine months ended September 30, 2007 and 2006, respectively.
(8) Debt
The Company has a $250 million bank revolving credit facility. Any amounts outstanding under the revolving credit facility are due on June 14, 2011. At September 30, 2007, the Company had no amounts outstanding under the revolving credit facility, but it had approximately $85.0 million of letters of credit outstanding, which reduce the Company’s borrowing availability under this credit facility. Amounts borrowed under the credit facility bear interest at a LIBOR rate plus margins that depend on the Company’s leverage ratio. Indebtedness under the credit facility is secured by substantially all of the Company’s assets, including the pledge of the stock of the Company’s principal subsidiaries. The credit facility contains customary events of default and requires that the Company satisfy various financial covenants. It also limits the Company’s ability to pay dividends or make other distributions, make acquisitions, make changes to the Company’s capital structure, create liens, incur additional

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indebtedness or assume additional decommissioning liabilities. At September 30, 2007, the Company was in compliance with all such covenants.
The Company has $16.2 million outstanding at September 30, 2007, in U. S. Government guaranteed long-term financing under Title XI of the Merchant Marine Act of 1936, which is administered by the Maritime Administration (MARAD), for two 245-foot class liftboats. The debt bears interest at 6.45% per annum and is payable in equal semi-annual installments of $405,000, on every June 3rd and December 3rd through the maturity date of June 3, 2027. The Company’s obligations are secured by mortgages on the two liftboats. In accordance with this agreement, the Company is required to comply with certain covenants and restrictions, including the maintenance of minimum net worth, working capital and debt-to-equity requirements. At September 30, 2007, the Company was in compliance with all such covenants.
The Company has $300 million of 6 7/8% unsecured senior notes due 2014. The indenture governing the senior notes requires semi-annual interest payments on every June 1st and December 1st through the maturity date of June 1, 2014. The indenture contains certain covenants that, among other things, limit the Company from incurring additional debt, repurchasing capital stock, paying dividends or making other distributions, incurring liens, selling assets or entering into certain mergers or acquisitions. At September 30, 2007, the Company was in compliance with all such covenants.
The Company also has $400 million of 1.50% unsecured senior exchangeable notes due 2026. The exchangeable notes bear interest at a rate of 1.50% per annum and decrease to 1.25% per annum on December 15, 2011. Interest on the exchangeable notes is payable semi-annually on December 15th and June 15th of each year, beginning June 15, 2007. The exchangeable notes do not contain any restrictive financial covenants.
Under certain circumstances, holders may exchange the notes for shares of the Company’s common stock. The initial exchange rate is 21.9414 shares of common stock per $1,000 principal amount of notes. This is equal to an initial exchange price of $45.58 per share. The notes may be exchanged under the following circumstances:
    during any fiscal quarter (and only during such fiscal quarter) commencing after March 31, 2007, if the last reported sale price of the Company’s common stock is greater than or equal to 135% of the applicable exchange price of the notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter;
 
    prior to December 15, 2011, during the five business-day period after any ten consecutive trading-day period (the “measurement period”) in which the trading price of $1,000 principal amount of notes for each trading day in the measurement period was less than 95% of the product of the last reported sale price of the Company’s common stock and the exchange rate on such trading day;
 
    if the notes have been called for redemption;
 
    upon the occurrence of specified corporate transactions; or
 
    at any time beginning on September 15, 2026, and ending at the close of business on the second business day immediately preceding the maturity date of December 15, 2026.
In connection with the exchangeable note transaction, the Company simultaneously entered into agreements with affiliates of the initial purchasers to purchase call options and sell warrants on its common stock. The Company may exercise the call options it purchased at any time to acquire approximately 8.8 million shares of its common stock at a strike price of $45.58 per share. The owners of the warrants may exercise the warrants to purchase from the Company approximately 8.8 million shares of the Company’s common stock at a price of $59.42 per share, subject to certain anti-dilution and other customary adjustments. The warrants may be settled in cash, in shares or in a combination of cash and shares, at the Company’s option.
(9) Hedging Activities
The Company entered into hedging transactions in 2004 that expired on August 31, 2006 to secure a range of commodity prices for a portion of its future oil production and to reduce its exposure to oil price fluctuations. The Company does not enter into derivative transactions for trading purposes. The Company used financially-settled

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crude oil swaps and zero-cost collars that provided floor and ceiling prices with varying upside price participation. The Company’s swaps and zero-cost collars were designated and accounted for as cash flow hedges. For the nine months ended September 30, 2006, hedging settlement payments reduced oil revenues by approximately $13.8 million, and no gains or loses were recorded due to hedge ineffectiveness.
(10) Decommissioning Liabilities
The Company records estimated future decommissioning liabilities related to its oil and gas producing properties pursuant to the provisions of Statement of Financial Accounting Standards No. 143 (FAS No. 143), “Accounting for Asset Retirement Obligations.” FAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation (decommissioning liabilities) in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to initial measurement, the decommissioning liability is required to be accreted each period to present value. The Company’s decommissioning liabilities consist of costs related to the plugging of wells, the removal of the related facilities and equipment, and site restoration.
The Company estimates the cost that would be incurred if it contracted an unaffiliated third party to plug and abandon wells, abandon the pipelines, decommission and remove the platforms and pipelines and restore the sites of its oil and gas properties, and uses that estimate to record its proportionate share of the decommissioning liability. In estimating the decommissioning liability, the Company performs detailed estimating procedures, analysis and engineering studies. Whenever practical, the Company utilizes its own equipment and labor services to perform well abandonment and decommissioning work. When the Company performs these services, all recorded intercompany revenues and related costs of services are eliminated in the consolidated financial statements. The recorded decommissioning liability associated with a specific property is fully extinguished when the property is abandoned. The recorded liability is first reduced by all cash expenses incurred to abandon and decommission the property. If the recorded liability exceeds (or is less than) the Company’s total costs, then the difference is reported as income (or loss) within revenue during the period in which the work is performed. The Company reviews the adequacy of its decommissioning liabilities whenever indicators suggest that the estimated cash flows needed to satisfy the liability have changed materially. The timing and amounts of these expenditures are estimates, and changes to these estimates may result in additional (or decreased) liabilities recorded, which in turn would increase (or decrease) the carrying values of the related oil and gas properties. The Company reviews its estimates for the timing of these expenditures on a quarterly basis. The following table summarizes the activity for the Company’s decommissioning liabilities for the nine months ended September 30, 2007 and 2006 (amounts in thousands):
                 
    Nine Months Ended  
    September 30,  
    2007     2006  
Total decommissioning liabilities at December 31, 2006 and 2005, respectively
  $ 122,196     $ 121,909  
Liabilities acquired and incurred
    300       3,554  
Liabilities settled
    (2,303 )     (2,255 )
Accretion
    3,073       3,609  
Revision in estimated liabilities
    409       (4,924 )
 
           
 
               
Total decommissioning liabilities at September 30, 2007 and 2006, respectively
    123,675       121,893  
Current portion of decommissioning liabilities at September 30, 2007 and 2006, respectively
    34,884       25,067  
 
           
 
               
Long-term portion of decommissioning liabilities at September 30, 2007 and 2006, respectively
  $ 88,791     $ 96,826  
 
           

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(11) Notes Receivable
Notes receivable consist primarily of contractual obligations of sellers of oil and gas properties to reimburse the Company a specified amount following the abandonment of acquired properties. The Company invoices the seller specified amounts following the performance of decommissioning operations (abandonment and structure removal) in accordance with the applicable agreements with the seller. These receivables are recorded at present value, and the related discounts are amortized to interest income, based on the expected timing of the decommissioning.
(12) Other Comprehensive Income
The following tables reconcile the change in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2007 and 2006 (amounts in thousands):
                 
    Three Months Ended  
    September 30,  
    2007     2006  
Accumulated other comprehensive income, June 30, 2007 and 2006, respectively
  $ 12,746     $ 1,104  
 
               
Other comprehensive income:
               
Other comprehensive income, net of tax
               
Hedging activities:
               
Adjustment for settled contracts, net of tax of $2,065 in 2006
          3,516  
Changes in fair value of outstanding hedging positions, net of tax of $28 in 2006
          48  
Foreign currency translation adjustment
    3,196       1,789  
 
           
 
               
Total other comprehensive income
    3,196       5,353  
 
           
 
               
Accumulated other comprehensive income, September 30, 2007 and 2006, respectively
  $ 15,942     $ 6,457  
 
           
                 
    Nine Months Ended  
    September 30,  
    2007     2006  
Accumulated other comprehensive income (loss), December 31, 2006 and 2005, respectively
  $ 10,288     $ (4,916 )
 
               
Other comprehensive income:
               
Other comprehensive income, net of tax
               
Hedging activities:
               
Adjustment for settled contracts, net of tax of $5,124 in 2006
          8,726  
Changes in fair value of outstanding hedging positions, net of tax of ($1,131) in 2006
          (1,927 )
Foreign currency translation adjustment
    5,654       4,574  
 
           
 
               
Total other comprehensive income
    5,654       11,373  
 
           
 
               
Accumulated other comprehensive income, September 30, 2007 and 2006, respectively
  $ 15,942     $ 6,457  
 
           
(13) Income Taxes
In July 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.” FIN 48 requires that the Company recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

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The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation, the Company recognized no material adjustment to the liability for unrecognized income tax benefits that existed as of December 31, 2006. At the date of adoption, the Company had approximately $6.2 million of unrecognized tax benefits in other long-term liabilities, all of which would impact the Company’s effective tax rate if recognized.
It is the Company’s policy to recognize interest and applicable penalties related to uncertain tax positions in income tax expense. As of the date of adoption, the Company had accrued approximately $1.1 million of interest and applicable penalties related to uncertain tax positions.
The Company files income tax returns in the U.S. federal and various state and foreign jurisdictions. The number of years that are open under the statue of limitations and subject to audit varies depending on the tax jurisdiction. The Company remains subject to U.S. federal tax examinations for years after 2002.
As of September 30, 2007, there have been no material changes to the liability for uncertain tax positions.
(14) Commitments and Contingencies
From time to time, the Company is involved in litigation and other disputes arising out of operations in the normal course of business. In management’s opinion, the Company is not involved in any litigation or disputes, the outcome of which would have a material effect on the financial position, results of operations or liquidity of the Company.
(15) Financial Information Related to Guarantor Subsidiaries
SESI, L.L.C. (Issuer), a wholly-owned subsidiary of Superior Energy Services, Inc. (Parent), has issued and outstanding $300 million of 6 7/8% senior notes due 2014 and $400 million of 1.5% senior exchangeable notes due 2026. The Parent, along with substantially all of its domestic subsidiaries, fully and unconditionally guaranteed the senior notes and the senior exchangeable notes and such guarantees are joint and several. All of the guarantor subsidiaries are wholly-owned subsidiaries of the Issuer. Domestic income taxes are paid by the Parent through a consolidated tax return and are accounted for by the Parent. The following tables present the Condensed Consolidating Balance Sheets as of September 30, 2007 and December 31, 2006 and the Condensed Consolidating Statements of Operations and Cash Flows for the three and nine months ended September 30, 2007 and 2006.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
September 30, 2007
(in thousands)
(unaudited)
                                                 
                            Non-              
                    Guarantor     Guarantor              
    Parent     Issuer     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
ASSETS
                                               
Current assets:
                                               
Cash and cash equivalents
  $     $ 18,348     $ 19,801     $ 25,660     $     $ 63,809  
Accounts receivable, net
          3,193       310,274       49,082       (16,468 )     346,081  
Income taxes receivable
    1,794                         (1,794 )      
Current portion of notes receivable
                15,616                   15,616  
Prepaid expenses and other
    21       6,896       45,816       5,615             58,348  
 
                                   
 
                                               
Total current assets
    1,815       28,437       391,507       80,357       (18,262 )     483,854  
 
                                   
 
                                               
Property, plant and equipment, net
          1,412       905,063       126,289             1,032,764  
Goodwill, net
                430,507       44,561             475,068  
Notes receivable
          2,000       14,364                   16,364  
Equity-method investments
    124,271       545,605       60,298             (668,892 )     61,282  
Intangible and other long-term assets, net
          24,778       106,058       918             131,754  
 
                                   
 
                                               
Total assets
  $ 126,086     $ 602,232     $ 1,907,797     $ 252,125     $ (687,154 )   $ 2,201,086  
 
                                   
 
                                               
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                               
Current liabilities:
                                               
Accounts payable
  $     $ 1,272     $ 61,200     $ 26,813     $ (16,468 )   $ 72,817  
Accrued expenses
    490       37,778       130,051       10,340             178,659  
Income taxes payable
                      6,204       (1,794 )     4,410  
Current portion of decommissioning liabilities
                34,884                   34,884  
Current maturities of long-term debt
                      810             810  
 
                                   
 
                                               
Total current liabilities
    490       39,050       226,135       44,167       (18,262 )     291,580  
 
                                   
 
                                               
Deferred income taxes
    139,518                   8,266             147,784  
Decommissioning liabilities
                88,791                   88,791  
Long-term debt, net
          696,059             15,381             711,440  
Intercompany payables/(receivables)
    (178,569 )     1,428       643,012       47,025       (512,896 )      
Other long-term liabilities
    6,197       7,643             362             14,202  
 
                                               
Stockholders’ equity:
                                               
Preferred stock of $.01 par value
                                   
Common stock of $.001 par value
    81                   101       (101 )     81  
Additional paid in capital
    433,165       127,173             28,722       (155,895 )     433,165  
Accumulated other comprehensive income, net
                      15,942             15,942  
Retained earnings (accumulated deficit)
    (274,796 )     (269,121 )     949,859       92,159             498,101  
 
                                   
 
                                               
Total stockholders’ equity
    158,450       (141,948 )     949,859       136,924       (155,996 )     947,289  
 
                                   
 
                                               
Total liabilities and stockholders’ equity
  $ 126,086     $ 602,232     $ 1,907,797     $ 252,125     $ (687,154 )   $ 2,201,086  
 
                                   

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
December 31, 2006
(in thousands)
(audited)
                                                 
                            Non-              
                    Guarantor     Guarantor              
    Parent     Issuer     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
ASSETS
                                               
Current assets:
                                               
Cash and cash equivalents
  $     $ 1,608     $ 14,775     $ 22,587     $     $ 38,970  
Accounts receivable, net
          3,764       275,477       39,390       (14,831 )     303,800  
Income taxes receivable
    7,242                         (4,612 )     2,630  
Current portion of notes receivable
                14,824                   14,824  
Prepaid expenses and other
          16,582       40,456       2,525             59,563  
 
                                   
 
                                               
Total current assets
    7,242       21,954       345,532       64,502       (19,443 )     419,787  
 
                                   
 
                                               
Property, plant and equipment, net
          2,622       738,446       63,160             804,228  
Goodwill, net
                417,979       26,708             444,687  
Notes receivable
                16,137                   16,137  
Equity-method investments
    124,271       510,163       63,627             (633,458 )     64,603  
Intangible and other long-term assets, net
          23,823       101,097       116             125,036  
 
                                   
 
                                               
Total assets
  $ 131,513     $ 558,562     $ 1,682,818     $ 154,486     $ (652,901 )   $ 1,874,478  
 
                                   
 
                                               
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                               
Current liabilities:
                                               
Accounts payable
  $     $ 1,045     $ 58,528     $ 20,709     $ (14,831 )   $ 65,451  
Accrued expenses
    505       27,671       104,866       8,642             141,684  
Income taxes payable
                      4,612       (4,612 )      
Current portion of decommissioning liabilities
                35,150                   35,150  
Current maturities of long-term debt
                      810             810  
 
                                   
 
                                               
Total current liabilities
    505       28,716       198,544       34,773       (19,443 )     243,095  
 
                                   
 
                                               
Deferred income taxes
    108,649                   3,362             112,011  
Decommissioning liabilities
                87,046                   87,046  
Long-term debt, net
          695,719             15,786             711,505  
Intercompany payables/(receivables)
    (224,208 )     (79,487 )     782,022       23,507       (501,834 )      
Other long-term liabilities
    6,197       3,936                         10,133  
 
                                               
Stockholders’ equity:
                                               
Preferred stock of $.01 par value
                                   
Common stock of $.001 par value
    81                   101       (101 )     81  
Additional paid in capital
    411,374       127,173             4,350       (131,523 )     411,374  
Accumulated other comprehensive income, net
                      10,288             10,288  
Retained earnings (accumulated deficit)
    (171,085 )     (217,495 )     615,206       62,319             288,945  
 
                                   
 
                                               
Total stockholders’ equity
    240,370       (90,322 )     615,206       77,058       (131,624 )     710,688  
 
                                   
 
                                               
Total liabilities and stockholders’ equity
  $ 131,513     $ 558,562     $ 1,682,818     $ 154,486     $ (652,901 )   $ 1,874,478  
 
                                   

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Three Months Ended September 30, 2007
(in thousands)
(unaudited)
                                                 
                            Non-              
                    Guarantor     Guarantor              
    Parent     Issuer     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Oilfield service and rental revenues
  $     $     $ 313,030     $ 43,471     $ (9,273 )   $ 347,228  
Oil and gas revenues
                51,696                   51,696  
 
                                   
 
                                               
Total revenues
                364,726       43,471       (9,273 )     398,924  
 
                                   
 
                                               
Cost of oilfield services and rentals
                147,536       21,420       (9,273 )     159,683  
Cost of oil and gas sales
                18,954                   18,954  
 
                                   
 
                                               
Total cost of services, rentals and sales
                166,490       21,420       (9,273 )     178,637  
 
                                   
 
                                               
Depreciation, depletion, amortization and accretion
          100       45,550       4,231             49,881  
General and administrative expenses
    115       13,746       38,259       5,030             57,150  
Gain on sale of business
          7,483                         7,483  
 
                                   
 
                                               
Income (loss) from operations
    (115 )     (6,363 )     114,427       12,790             120,739  
 
                                   
 
                                               
Other income (expense):
                                               
Interest expense, net
          (8,494 )     558       (261 )           (8,197 )
Interest income
          162       397       236             795  
Earnings from equity-method investments, net
          2       1,393                   1,395  
 
                                   
 
                                               
Income (loss) before income taxes
    (115 )     (14,693 )     116,775       12,765             114,732  
 
                                               
Income taxes
    36,029                   3,653             39,682  
 
                                   
 
                                               
Net income (loss)
  $ (36,144 )   $ (14,693 )   $ 116,775     $ 9,112     $     $ 75,050  
 
                                   

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Three Months Ended September 30, 2006
(in thousands)
(unaudited)
                                                 
                            Non-              
                    Guarantor     Guarantor              
    Parent     Issuer     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Oilfield service and rental revenues
  $     $     $ 224,102     $ 35,186     $ (6,979 )   $ 252,309  
Oil and gas revenues
                38,208                   38,208  
 
                                   
 
                                               
Total revenues
                262,310       35,186       (6,979 )     290,517  
 
                                   
 
                                               
Cost of oilfield services and rentals
                99,044       17,460       (6,979 )     109,525  
Cost of oil and gas sales
                19,562                   19,562  
 
                                   
 
                                               
Total cost of services, rentals and sales
                118,606       17,460       (6,979 )     129,087  
 
                                   
 
                                               
Depreciation, depletion, amortization and accretion
                26,031       2,800             28,831  
General and administrative expenses
    118       13,312       27,408       3,547             44,385  
 
                                   
 
                                               
Income (loss) from operations
    (118 )     (13,312 )     90,265       11,379             88,214  
 
                                   
 
                                               
Other income (expense):
                                               
Interest expense, net
          (5,537 )     (178 )     (274 )           (5,989 )
Interest income
          768       409       78             1,255  
Earnings from equity-method investments, net
                2,701       3             2,704  
 
                                   
 
                                               
Income (loss) before income taxes
    (118 )     (18,081 )     93,197       11,186             86,184  
 
                                               
Income taxes
    28,240                   2,786             31,026  
 
                                   
 
                                               
Net income (loss)
  $ (28,358 )   $ (18,081 )   $ 93,197     $ 8,400     $     $ 55,158  
 
                                   

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Nine Months Ended September 30, 2007
(in thousands)
(unaudited)
                                                 
                            Non-              
                    Guarantor     Guarantor              
    Parent     Issuer     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Oilfield service and rental revenues
  $     $     $ 916,437     $ 132,141     $ (26,866 )   $ 1,021,712  
Oil and gas revenues
                136,889                   136,889  
 
                                   
 
                                               
Total revenues
                1,053,326       132,141       (26,866 )     1,158,601  
 
                                   
 
                                               
Cost of oilfield services and rentals
                428,767       63,184       (26,866 )     465,085  
Cost of oil and gas sales
                55,845                   55,845  
 
                                   
 
                                               
Total cost of services, rentals and sales
                484,612       63,184       (26,866 )     520,930  
 
                                   
 
                                               
Depreciation, depletion, amortization and accretion
          391       121,943       11,633             133,967  
General and administrative expenses
    711       34,959       111,022       15,141             161,833  
Gain on sale of business
          7,483                         7,483  
 
                                   
 
                                               
Income (loss) from operations
    (711 )     (27,867 )     335,749       42,183             349,354  
 
                                   
 
                                               
Other income (expense):
                                               
Interest expense, net
          (24,238 )     99       (799 )           (24,938 )
Interest income
          471       1,260       572             2,303  
Earnings (losses) from equity-method investments, net
          8       (2,455 )                 (2,447 )
 
                                   
 
                                               
Income (loss) before income taxes
    (711 )     (51,626 )     334,653       41,956             324,272  
 
                                               
Income taxes
    103,000                   12,116             115,116  
 
                                   
 
                                               
Net income (loss)
  $ (103,711 )   $ (51,626 )   $ 334,653     $ 29,840     $     $ 209,156  
 
                                   

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Nine Months Ended September 30, 2006
(in thousands)
(unaudited)
                                                 
                            Non-              
                    Guarantor     Guarantor              
    Parent     Issuer     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Oilfield service and rental revenues
  $     $     $ 620,252     $ 85,075     $ (17,886 )   $ 687,441  
Oil and gas revenues
                87,304                   87,304  
 
                                   
 
                                               
Total revenues
                707,556       85,075       (17,886 )     774,745  
 
                                   
 
                                               
Cost of oilfield services and rentals
                277,117       44,835       (17,886 )     304,066  
Cost of oil and gas sales
                52,469                   52,469  
 
                                   
 
                                               
Total cost of services, rentals and sales
                329,586       44,835       (17,886 )     356,535  
 
                                   
 
                                               
Depreciation, depletion, amortization and accretion
                70,511       6,962             77,473  
General and administrative expenses
    380       30,556       81,479       9,709             122,124  
 
                                   
 
                                               
Income (loss) from operations
    (380 )     (30,556 )     225,980       23,569             218,613  
 
                                   
 
                                               
Other income (expense):
                                               
Interest expense, net
          (15,204 )     (344 )     (841 )           (16,389 )
Interest income
          2,025       1,246       206             3,477  
Loss on early extinguishment of debt
          (12,596 )                       (12,596 )
Earnings from equity-method investments, net
                3,834       18             3,852  
 
                                   
 
                                               
Income (loss) before income taxes
    (380 )     (56,331 )     230,716       22,952             196,957  
 
                                               
Income taxes
    64,959                   5,945             70,904  
 
                                   
 
                                               
Net income (loss)
  $ (65,339 )   $ (56,331 )   $ 230,716     $ 17,007     $     $ 126,053  
 
                                   

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2007
(in thousands)
(unaudited)
                                         
                            Non-        
                    Guarantor     Guarantor        
    Parent     Issuer     Subsidiaries     Subsidiaries     Consolidated  
Cash flows from operating activities:
                                       
Net income (loss)
  $ (103,711 )   $ (51,626 )   $ 334,653     $ 29,840     $ 209,156  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Depreciation, depletion, amortization and accretion
          391       121,943       11,633       133,967  
Deferred income taxes
    31,997                   462       32,459  
Stock-based and performance share unit compensation expense
          8,995                   8,995  
(Earnings) losses from equity-method investments, net
          (8 )     2,455             2,447  
Amortization of debt acquisition costs and note discount
          2,669                   2,669  
Gain on sale of business
          (7,483 )                 (7,483 )
Changes in operating assets and liabilities, net of acquisitions and dispositions:
                                       
Receivables
          (416 )     (30,377 )     (4,235 )     (35,028 )
Other, net
    (21 )     2,886       5,701       (1,787 )     6,779  
Accounts payable
          226       (3,241 )     2,154       (861 )
Accrued expenses
    (15 )     4,858       23,116       537       28,496  
Decommissioning liabilities
                (2,303 )           (2,303 )
Income taxes
    4,455                   1,362       5,817  
 
                             
 
                                       
Net cash provided by (used in) operating activities
    (67,295 )     (39,508 )     451,947       39,966       385,110  
 
                             
 
                                       
Cash flows from investing activities:
                                       
Payments for capital expenditures
                (292,982 )     (32,886 )     (325,868 )
Acquisitions of businesses, net of cash acquired
          (78,735 )           (889 )     (79,624 )
Cash proceeds from sale of business
          18,100                   18,100  
Other
          8,981                   8,981  
Intercompany receivables/payables
    49,414       107,985       (153,939 )     (3,460 )      
 
                             
 
                                       
Net cash provided by (used in) investing activities
    49,414       56,331       (446,921 )     (37,235 )     (378,411 )
 
                             
 
                                       
Cash flows from financing activities:
                                       
Principal payments on long-term debt
                      (405 )     (405 )
Payment of debt acquisition costs
          (83 )                 (83 )
Proceeds from issuance of stock through employee benefit plans
    324                         324  
Proceeds from exercise of stock options
    8,422                         8,422  
Tax benefit from exercise of stock options
    9,135                         9,135  
 
                             
 
                                       
Net cash provided by (used in) financing activities
    17,881       (83 )           (405 )     17,393  
 
                             
 
                                       
Effect of exchange rate changes on cash
                      747       747  
 
                             
 
                                       
Net increase in cash
          16,740       5,026       3,073       24,839  
 
                                       
Cash and cash equivalents at beginning of period
          1,608       14,775       22,587       38,970  
 
                             
 
                                       
Cash and cash equivalents at end of period
  $     $ 18,348     $ 19,801     $ 25,660     $ 63,809  
 
                             

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2006
(in thousands)
(unaudited)
                                         
                            Non-        
                    Guarantor     Guarantor        
    Parent     Issuer     Subsidiaries     Subsidiaries     Consolidated  
Cash flows from operating activities:
                                       
Net income (loss)
  $ (65,339 )   $ (56,331 )   $ 230,716     $ 17,007     $ 126,053  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Depreciation, depletion, amortization and accretion
                70,511       6,962       77,473  
Deferred income taxes
    (1,734 )                 649       (1,085 )
Stock-based compensation expense
          3,746                   3,746  
Earnings from equity-method investments, net
                (3,834 )     (18 )     (3,852 )
Write-off of debt acquisition costs
          2,817                   2,817  
Amortization of debt acquisition costs
          857                   857  
Changes in operating assets and liabilities, net of acquisitions and dispositions:
                                       
Receivables
          1,103       (65,317 )     (11,185 )     (75,399 )
Other, net
    (18 )     (2,692 )     (962 )     547       (3,125 )
Accounts payable
          (480 )     8,161       (356 )     7,325  
Accrued expenses
    169       7,326       22,605       2,248       32,348  
Decommissioning liabilities
                (2,255 )           (2,255 )
Income taxes
    63,738                   404       64,142  
 
                             
 
                                       
Net cash provided by (used in) operating activities
    (3,184 )     (43,654 )     259,625       16,258       229,045  
 
                             
 
                                       
Cash flows from investing activities:
                                       
Payments for capital expenditures
                (154,038 )     (11,026 )     (165,064 )
Acquisitions of businesses, net of cash acquired
          (9,822 )                 (9,822 )
Cash proceeds from sale of business, net of cash sold
          18,343                   18,343  
Acquisitions of oil and gas properties
                (46,631 )           (46,631 )
Cash contributed to equity method investment
                (57,781 )           (57,781 )
Other
          (2,542 )                 (2,542 )
Intercompany receivables/payables
    553       5,806       (1,207 )     (5,152 )      
 
                             
 
                                       
Net cash provided by (used in) investing activities
    553       11,785       (259,657 )     (16,178 )     (263,497 )
 
                             
 
                                       
Cash flows from financing activities:
                                       
Proceeds from long-term debt
          295,467                   295,467  
Principal payments on long-term debt
          (200,000 )           (405 )     (200,405 )
Debt acquisition costs
          (6,516 )                 (6,516 )
Proceeds from exercise of stock options
    2,631                         2,631  
 
                             
 
                                       
Net cash provided by (used in) financing activities
    2,631       88,951             (405 )     91,177  
 
                             
 
                                       
Effect of exchange rate changes on cash
                      700       700  
 
                             
 
                                       
Net increase (decrease) in cash
          57,082       (32 )     375       57,425  
 
                                       
Cash and cash equivalents at beginning of period
          21,414       19,421       13,622       54,457  
 
                             
 
                                       
Cash and cash equivalents at end of period
  $     $ 78,496     $ 19,389     $ 13,997     $ 111,882  
 
                             

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(16) Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued its Statement of Financial Accounting Standards No. 157 (FAS No. 157), “Fair Value Measurements.” FAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. FAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. FAS No. 157 indicates, among other things, a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of FAS No. 157 on its financial statements.
In February 2007, the Financial Accounting Standards Board issued its Statement of Financial Accounting Standards No. 159 (FAS No. 159), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115”, which is effective for fiscal years beginning after November 15, 2007. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company has evaluated the adoption of FAS No. 159 and does not expect it have a material impact on its results of operations or financial condition.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following management’s discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. All statements other than statements of historical fact included in this section regarding our financial position and liquidity, strategic alternatives, future capital needs, business strategies and other plans and objectives of our management for future operations and activities, are forward-looking statements. These statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Such forward-looking statements are subject to uncertainties that could cause our actual results to differ materially from such statements. Such uncertainties include but are not limited to the volatility and cyclicality of the oil and gas industry, including oil and gas prices and the level of offshore exploration, production and development activity; changes in competitive factors affecting our operations; risks associated with the acquisition of mature oil and gas properties, including estimates of recoverable reserves, future oil and gas prices and potential environmental and plugging and abandonment liabilities; the risk associated with our non-United States operations, which expose us to additional political, economic and other uncertainties; risks of adverse weather conditions in the Gulf of Mexico; risks of our growth strategy, including the risks of rapid growth and the risks inherent in acquiring businesses and mature oil and gas properties; our dependence on key personnel; our ability to employ and retain skilled workers; our dependence on significant customers; operating hazards, including the significant possibility of accidents resulting in personal injury, property damage or environmental damage; the volatility and risk associated with oil and gas prices; the effect on our performance of regulatory programs and environmental matters and risks associated with international expansion, including political and economic uncertainties. These and other uncertainties related to our business are described in detail in our Annual Report on Form 10-K for the year ended December 31, 2006. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any of our forward-looking statements for any reason.
Executive Summary
During the third quarter of 2007, we had revenues of $398.9 million, income from operations of $120.7 million and diluted earnings per share of $0.91. The results included a pre-tax gain of $7.5 million for the sale of a non-core rental tools business. As a result of the sale, our effective tax rate changed from 36% to 35.5%. The third quarter results reflect the cumulative tax rate adjustment.
The primary driver of the quarter was a decrease in Gulf of Mexico activity due to numerous tropical weather systems that postponed many projects. The biggest impact to our results was in the marine segment, where revenue and income from operations were significantly lower. Due to the results of our diversification strategy, we were able to overcome this decreased marine activity with increased well intervention revenue and income from operations as a result of higher domestic land activity, and an increase in oil and gas segment revenue and operating income due to higher production and realized commodity prices.
For the second consecutive quarter in our history, revenues from geographic market areas outside the Gulf of Mexico accounted for at least 50% of total quarterly revenue. In the third quarter of 2007, revenue from non-Gulf of Mexico market areas was approximately $215 million, or 54% of total revenue, as compared to approximately $199 million, or 50% of total revenue in the second quarter of 2007 and approximately $112 million, or 39% of total revenue in the third quarter of 2006.
The well intervention segment recorded revenue of $202.8 million and income from operations of $47.6 million, a 6% increase and 13% increase, respectively, over the second quarter of 2007. Growth in domestic land revenue offset lower Gulf of Mexico activity. We experienced activity increases for coiled tubing, fishing and well control services in domestic land market areas. Higher gross profit and operating margins were due to improved margins in electric line, fishing, and well control services. Well control activity typically carries high margins due to the nature and complexity of well and pressure control situations.

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In our rental tools segment, revenue was $118.9 million, a 4% decrease as compared to the second quarter of 2007, and income from operations was $51.4 million, a 10% increase over the second quarter of 2007. The sequential decline in revenue was due in part to the previously mentioned sale of a non-core rental tools business. Excluding the revenue from the business we sold, rental tools revenue was essentially unchanged from the prior quarter. The composition of the revenue changed as increased rentals of drill pipe, stabilizers and specialty tubulars in our domestic land and international market areas was offset by fewer rentals of drill pipe to our customers in the Gulf of Mexico due to project delays. Our gross and operating profit margins increased as a result of an increase in the sale of certain tools during the period.
In our marine segment, revenue was $26.3 million and income from operations was $8.1 million in the third quarter. These results were down significantly from the second quarter of 2007 primarily due to lower utilization as a result of downtime related to poor weather in the Gulf of Mexico. Utilization was 62% as compared to 77% in the prior quarter. During the third quarter, our liftboats incurred 198 idle days due to weather, as compared to 13 idle days due to weather in the second quarter of 2007. Because most of the costs in this business are fixed, profits decrease at a high rate when revenue declines.
Revenues and income from operations for our oil and gas segment were $51.7 million and $13.5 million, respectively, in the third quarter of 2007. This represents a 7% increase in revenue and 14% increase in income from operations as compared to the second quarter of 2007. Our revenue and margins increased as a result of higher production and higher realized commodity prices. Oil and gas production was approximately 899,000 barrels of oil equivalent (“boe”), or 9,800 boe per day as compared to second quarter 2007 oil and gas production of approximately 875,000 boe, or 9,600 boe per day. Realized commodity prices for our oil and gas production was approximately 5% higher than the second quarter of 2007. Depreciation, depletion, amortization and accretion increased 11% due primarily to our increased production levels.
Comparison of the Results of Operations for the Three Months Ended September 30, 2007 and 2006
For the three months ended September 30, 2007, our revenues were $398.9 million, resulting in net income of $75.1 million, or $0.91 diluted earnings per share. The results included a pre-tax gain of $7.5 million from the sale of a non-core rental tools business. For the three months ended September 30, 2006, revenues were $290.5 million and net income was $55.2 million, or $0.68 diluted earnings per share. Revenue and gross margin were higher in the well intervention and rental tools segments as a result of increased production-related projects and drilling activity worldwide, recent acquisitions and continued expansion of our rental tool business. Both revenue and gross margin decreased significantly in our marine segment due to lower utilization as a result of poor weather conditions in the Gulf of Mexico. Revenues and gross margin in our oil and gas segment were higher due to higher production and increased commodity prices.
The following table compares our operating results for the three months ended September 30, 2007 and 2006. Gross margin is calculated by subtracting cost of services from revenue for each of our four business segments. Oil and gas eliminations represent products and services provided to the oil and gas segment by our three other segments.
                                                                 
    Revenue     Gross Margin  
    2007     2006     Change     2007     %     2006     %     Change  
                     
Well Intervention
  $ 202,807     $ 122,205     $ 80,602     $ 91,030       45 %   $ 53,767       44 %   $ 37,263  
Rental Tools
    118,918       98,262       20,656       83,776       70 %     67,476       69 %     16,300  
Marine
    26,323       36,013       (9,690 )     12,737       48 %     21,541       60 %     (8,804 )
Oil and Gas
    51,696       38,208       13,488       32,744       63 %     18,646       49 %     14,098  
Less: Oil and Gas Elim
    (820 )     (4,171 )     3,351                                
                                           
Total
  $ 398,924     $ 290,517     $ 108,407     $ 220,287       55 %   $ 161,430       56 %   $ 58,857  
                                           

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The following provides a discussion of our results on a segment basis.
Well Intervention Segment
Revenue for our well intervention segment was $202.8 million for the three months ended September 30, 2007, as compared to $122.2 million for the same period in 2006. The gross margin percentage increased slightly to 45% for the three months ended September 30, 2007 from 44% for the same period in 2006. We experienced higher revenue for most of our production-related services, especially our well control and hydraulic workover services as production-related activity improved significantly. The largest contribution came from the December 2006 acquisition of Warrior, which increased domestic land revenue in coiled tubing, electric line and snubbing services. Revenue increased for our hydraulic workover and snubbing services as international activity increased. Gross margin increased in line with revenue.
Rental Tools Segment
Revenue for our rental tools segment for the three months ended September 30, 2007 was $118.9 million, a 21% increase over the same period in 2006. The gross margin percentage increased slightly to 70% for the three months ended September 30, 2007 from 69% for the same period of 2006. During the three months ended September 30, 2007, we sold the assets of a non-core rental business. We experienced significant increases in revenue from our stabilizers, on-site accommodations, drill pipe and accessories, and drill collars. The increases are a result of recent acquisitions, expansion of rental products through capital expenditures, and increased activity worldwide. Our international revenue for the rental tools segment has increased 58% to approximately $42.2 million for the quarter ended September 30, 2007 over the same period of 2006. Our largest improvements were in the North Sea, South America and Africa market areas.
Marine Segment
Our marine segment revenue for the three months ended September 30, 2007 decreased 27% over the same period in 2006 to $26.3 million. Likewise, gross margin percentage decreased by 41% for the three months ended September 30, 2007 from the same period in 2006 due to lower utilization as a result of downtime related to poor weather conditions. Due to the high fixed costs associated with this segment, gross margin decreases at an accelerated rate when revenue declines. The fleet’s average utilization decreased to approximately 62% for the third quarter of 2007 from 78% in the same period in 2006. The fleet’s average dayrate decreased 6% to approximately $16,500 in the third quarter of 2007 from $17,500 in the third quarter of 2006.
Oil and Gas Segment
Oil and gas revenues were $51.7 million in the three months ended September 30, 2007, as compared to $38.2 million in the same period of 2006. In the third quarter of 2007, production was approximately 899,000 boe, as compared to approximately 739,000 boe in the third quarter of 2006. The gross margin percentage increased significantly to 63% for the three months ended September 30, 2007 from 49% for the same period of 2006 due to higher production coupled with an increase in commodity prices.
Depreciation, Depletion, Amortization and Accretion
Depreciation, depletion, amortization and accretion increased to $49.9 million in the three months ended September 30, 2007 from $28.8 million in the same period in 2006. The increase results from the depreciation associated with our 2007 and 2006 capital expenditures as well as our acquisition of Warrior. The increase also results from additional depletion related to significantly higher oil and gas production in the third quarter of 2007 as compared to the third quarter of 2006.

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General and Administrative Expenses
General and administrative expenses increased to $57.2 million for the three months ended September 30, 2007 from $44.4 million for the same period in 2006. This increase was primarily related to our acquisition of Warrior. Other contributing factors include increased bonus and compensation expenses due to our improved performance, and increased expenses related to our geographic expansion, other acquisitions and our growth. General and administrative expenses decreased to 14.3% of revenue for the three months ended September 30, 2007 from 15.3% for the same period in 2006.
Comparison of the Results of Operations for the Nine Months Ended September 30, 2007 and 2006
For the nine months ended September 30, 2007, our revenues were $1,158.6 million, resulting in net income of $209.2 million, or $2.53 diluted earnings per share. The results included a pre-tax gain of $7.5 million from the sale of a non-core rental tool business. For the nine months ended September 30, 2006, revenues were $774.7 million and net income was $126.1 million, or $1.55 diluted earnings per share. The net income for the nine month period ended September 30, 2006 includes a loss on early extinguishment of debt of $12.6 million. Revenue and gross margin were higher in the well intervention and rental tool segments as a result of increased production-related projects and drilling activity worldwide, recent acquisitions and continued expansion of our rental tool business. Revenue and gross margin decreased slightly in the marine segment primarily due to lower utilization related to poor weather conditions experienced in the third quarter of 2007. Revenues in our oil and gas segment were higher due to significantly higher production as a portion of 2006 production was impacted by shut-in production due to Hurricanes Katrina and Rita.
The following table compares our operating results for the nine months ended September 30, 2007 and 2006. Gross margin is calculated by subtracting cost of services from revenue for each of our four business segments. Oil and gas eliminations represent products and services provided to the oil and gas segment by our three other segments.
                                                                 
    Revenue     Gross Margin  
    2007     2006     Change     2007     %     2006     %     Change  
                     
Well Intervention
  $ 570,280     $ 335,953     $ 234,327     $ 253,547       44 %   $ 144,160       43 %   $ 109,387  
Rental Tools
    358,834       262,629       96,205       249,158       69 %     179,322       68 %     69,836  
Marine
    97,351       100,171       (2,820 )     53,919       55 %     59,893       60 %     (5,974 )
Oil and Gas
    136,889       87,304       49,585       81,047       59 %     34,835       40 %     46,212  
Less: Oil and Gas Elim
    (4,753 )     (11,312 )     6,559                                
                                           
Total
  $ 1,158,601     $ 774,745     $ 383,856     $ 637,671       55 %   $ 418,210       54 %   $ 219,461  
                                           
The following provides a discussion of our results on a segment basis.
Well Intervention Segment
Revenue for our well intervention segment was $570.3 million for the nine months ended September 30, 2007, as compared to $336.0 million for the same period in 2006. This segment’s gross margin percentage slightly increased to 44% for the nine months ended September 30, 2007 from 43% for the same period of 2006. We experienced higher revenue for most of our production-related services, especially our well control, mechanical wireline, and hydraulic workover services as production-related activity improved significantly. The largest contribution came from the December 2006 acquisition of Warrior, which increased domestic land revenue in coiled tubing, electric line and snubbing services. Revenue increased for our hydraulic workover and snubbing services as international activity increased. Gross margin increased in line with revenue.
Rental Tools Segment
Revenue for our rental tools segment for the nine months ended September 30, 2007 was $358.8 million, a 37% increase over the same period in 2006. The gross margin percentage increased slightly to 69% for the nine months ended September 30, 2007 from 68% for the same period of 2006. During the nine months ended September 30, 2007, we sold the assets of a non-core rental business. We experienced significant increases in revenue from our stabilizers, on-site accommodations, drill pipe and accessories, and drill collars. The increases are a result of recent

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acquisitions, expansion of rental products through capital expenditures, and increased activity worldwide. Our international revenue for the rental tools segment has increased 90% to approximately $119.0 million for the nine months ended September 30, 2007 over the same period of 2006. Our largest improvements were in the North Sea, South America and Africa market areas.
Marine Segment
Our marine segment revenue for the nine months ended September 30, 2007 decreased 2.8% over the same period in 2006 to $97.4 million. Likewise, gross margin percentage for the nine months ended September 30, 2007 experienced a decrease of 10% from the same period in 2006 due to lower utilization. Due to the high fixed costs associated with this segment, gross margin decreases at an accelerated rate when revenue declines. The fleet’s average utilization decreased to approximately 71% for the first nine months of 2007 from 82% in the same period in 2006 due to inspections and maintenance coupled with poor weather conditions in the Gulf of Mexico. We experienced higher pricing for our liftboats in the nine months ended September 30, 2007 than the same period of 2006 due to demand for liftboats in the Gulf of Mexico. The fleet’s average dayrate increased over 12% to approximately $17,700 in the first nine months of 2007 from $15,800 in the same period of 2006.
Oil and Gas Segment
Oil and gas revenues were $136.9 million in the nine months ended September 30, 2007, as compared to $87.3 million in the same period of 2006. In the nine months ended September 30, 2007, production was approximately 2,480,000 boe, as compared to approximately 1,730,000 boe in the same period of 2006. A significant portion of our production was shut-in during the nine months ended September 30, 2006 due to ongoing repairs to third party pipelines and SPN Resources’ facilities that sustained hurricane damage. The gross margin percentage increased significantly to 59% for the nine months ended September 30, 2007 from 40% for the same period of 2006 due to higher production coupled with an increase in commodity prices.
Depreciation, Depletion, Amortization and Accretion
Depreciation, depletion, amortization and accretion increased to $134.0 million in the nine months ended September 30, 2007 from $77.5 million in the same period in 2006. The increase results from the depreciation associated with our 2007 and 2006 capital expenditures as well as our acquisition of Warrior. The increase also results from additional depletion related to significantly higher production in our oil and gas properties.
General and Administrative Expenses
General and administrative expenses increased to $161.8 million for the nine months ended September 30, 2007 from $122.1 million for the same period in 2006. This increase was primarily related to our acquisition of Warrior. Other contributing factors include increased bonus and compensation expenses due to our improved performance, and increased expenses related to our geographic expansion, other acquisitions and our growth. General and administrative expenses decreased to 14.0% of revenue for the nine months ended September 30, 2007 from 15.8% for the same period in 2006.
Liquidity and Capital Resources
In the nine months ended September 30, 2007, we generated net cash from operating activities of $385.1 million as compared to $229.0 million in the same period of 2006. Our primary liquidity needs are for working capital, capital expenditures, debt service and acquisitions. Our primary sources of liquidity are cash flows from operations and available borrowings under our revolving credit facility. We had cash and cash equivalents of $63.8 million at September 30, 2007 compared to $39.0 million at December 31, 2006.
We made $325.9 million of capital expenditures during the nine months ended September 30, 2007, of which approximately $128.4 million was used to expand and maintain our rental tool equipment inventory. We also made $68.3 million of capital expenditures in our oil and gas segment and $120.1 million of capital expenditures to expand and maintain the asset base of our well intervention and marine segments. In addition, we made $9.1 million of capital expenditures on construction and improvements to our facilities.

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During the nine months ended September 30, 2007, we acquired Duffy & McGovern Accommodation Services Limited, a provider of offshore accommodation rentals operating in most deep water oil and gas territories with major operations in Europe, Africa, the Americas and South East Asia, for approximately $47.5 million in cash consideration. During the same period, we also acquired Advanced Oilwell Services, Inc., a provider of cementing and pressure pumping services primarily operating in the East Texas region, for approximately $24.2 million in cash consideration. Also during the nine months ended September 30, 2007, we sold the assets of a non-core rental tool business for approximately $16.3 million in cash and $2.0 million in a note receivable.
In July 2006, we contracted to construct a derrick barge that will be sold to a third party for approximately $53.7 million. We expect to take delivery of the derrick barge and sell it to the third party during the first quarter of 2008. We receive monthly payments from the purchaser in accordance with the terms of the sales contract. In turn, we issue letters of credit to the purchaser in equal amounts to guarantee our performance of the contract. We have entered into fixed-price contracts to construct this derrick barge and its 880-ton offshore mast crane. Our payment obligation for the construction of the barge is secured by letters of credit that are posted upon performance milestones and are payable upon the barge’s delivery and our acceptance. The contract for the crane requires periodic progress payments with final payment due upon completion of the contract. Revenue and costs associated with the sale contract are accounted for on the percentage-of-completion method utilizing engineering estimates and construction progress. This methodology requires us to make estimates regarding our progress against the project schedule and estimated completion date, both of which impact the amount of revenue and gross margin we recognize in each reporting period. Contract costs mainly include sub-contract and program management costs. Provisions for unanticipated losses, if any, will be recorded in full when such losses become evident.
Also in July 2006, we contracted to construct another derrick barge to support our decommissioning and construction operations. We expect to take delivery of this barge in the second quarter of 2008. We have entered into fixed-price contracts to construct this derrick barge and its 880-ton offshore mast crane. Our payment obligation for the construction of the barge is secured by letters of credit that are posted upon performance milestones and are payable upon the barge’s delivery and our acceptance. The contract for the crane requires periodic progress payments with final payment due upon completion of the contract. We currently intend to utilize this construction barge to further our geographic expansion by operating this vessel in Southeast Asia.
In July 2007, we contracted to construct two 175 foot liftboats for approximately $16.2 million with scheduled delivery dates in the first and second quarters of 2008. Our payment obligations are conditioned on customary performance milestones. We currently intend to operate these liftboats in the Gulf of Mexico.
We currently believe that we will spend approximately $100 to $110 million of capital expenditures, excluding acquisitions and targeted asset purchases, during the remaining three months of 2007. We believe that our current working capital, cash generated from our operations and availability under our revolving credit facility will provide sufficient funds for our identified capital projects.
We have a $250 million bank revolving credit facility. Any amounts outstanding under the revolving credit facility are due on June 14, 2011. At September 30, 2007, we had no amounts outstanding under the bank credit facility, but we had approximately $85.0 million of letters of credit outstanding, which reduce our borrowing capacity under this credit facility. Borrowings under the credit facility bear interest at a LIBOR rate plus margins that depend on our leverage ratio. As of November 5, 2007, we had nothing outstanding on this facility. Indebtedness under the credit facility is secured by substantially all of our assets, including the pledge of the stock of our principal subsidiaries. The credit facility contains customary events of default and requires that we satisfy various financial covenants. It also limits our ability to pay dividends or make other distributions, make acquisitions, create liens, incur additional indebtedness or assume additional decommissioning liabilities.
We have $16.2 million outstanding at September 30, 2007 in U. S. Government guaranteed long-term financing under Title XI of the Merchant Marine Act of 1936, which is administered by the Maritime Administration (MARAD), for two 245-foot class liftboats. This debt bears an interest rate of 6.45% per annum and is payable in equal semi-annual installments of $405,000 on every June 3rd and December 3rd through the maturity date of June 3, 2027. Our obligations are secured by mortgages on the two liftboats. This MARAD financing also requires that we

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comply with certain covenants and restrictions, including the maintenance of minimum net worth and debt-to-equity requirements.
We have $300 million of 6 7/8% unsecured senior notes due 2014. The indenture governing the senior notes requires semi-annual interest payments, on every June 1st and December 1st through the maturity date of June 1, 2014. The indenture contains certain covenants that, among other things, limit us from incurring additional debt, repurchasing capital stock, paying dividends or making other distributions, incurring liens, selling assets or entering into certain mergers or acquisitions.
We also have $400 million of 1.50% senior exchangeable notes due 2026. The exchangeable notes bear interest at a rate of 1.50% per annum and decrease to 1.25% per annum on December 15, 2011. Interest on the exchangeable notes is payable semi-annually in arrears on December 15th and June 15th of each year, beginning June 15, 2007. The exchangeable notes do not contain any restrictive financial covenants.
Under certain circumstances, holders may exchange the notes for shares of our common stock. The initial exchange rate is 21.9414 shares of common stock per $1,000 principal amount of notes. This is equal to an initial exchange price of $45.58 per share. The exchange price represents a 35% premium over the closing share price at the date of issuance. The notes may be exchanged under the following circumstances:
    during any fiscal quarter (and only during such fiscal quarter) commencing after March 31, 2007, if the last reported sale price of our common stock is greater than or equal to 135% of the applicable exchange price of the notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter;
 
    prior to December 15, 2011, during the five business-day period after any ten consecutive trading-day period (the “measurement period”) in which the trading price of $1,000 principal amount of notes for each trading day in the measurement period was less than 95% of the product of the last reported sale price of our common stock and the exchange rate on such trading day;
 
    if the notes have been called for redemption;
 
    upon the occurrence of specified corporate transactions; or at
 
    any time beginning on September 15, 2026, and ending at the close of business on the second business day immediately preceding the maturity date of December 15, 2026.
In connection with the issuance of the exchangeable notes, we entered into agreements with affiliates of the initial purchasers to purchase call options and sell warrants on our common stock. We may exercise the call options we purchased at any time to acquire approximately 8.8 million shares of our common stock at a strike price of $45.58 per share. The owners of the warrants may exercise the warrants to purchase from us approximately 8.8 million shares of our common stock at a price of $59.42 per share, subject to certain anti-dilution and other customary adjustments. The warrants may be settled in cash, in shares or in a combination of cash and shares, at our option. These transactions may potentially reduce the dilution of our common stock from the exchange of the notes by increasing the effective exchange price to $59.42 per share.
The following table summarizes our contractual cash obligations and commercial commitments at September 30, 2007 (amounts in thousands) for our long-term debt (including estimated interest payments), decommissioning liabilities, operating leases and contractual obligations. The decommissioning liability amounts do not give any effect to our contractual right to receive amounts from third parties, which is approximately $32.0 million, when decommissioning operations are performed. The vessel construction liability amounts do not give any effect to our contractual right to receive payments from a third-party customer, which is approximately $12.6 million. We do not have any other material obligations or commitments.

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    Remaining                        
    Three                        
    Months                        
Description   2007   2008   2009   2010   2011   2012   Thereafter
               
Long-term debt, including estimated interest payments
  $ 14,240     $ 28,440     $ 28,388     $ 28,336     $ 27,783     $ 27,231     $ 818,347  
Decommissioning liabilities
    24,343       12,547       2,447       10,557       30,334       6,561       36,886  
Operating leases
    2,520       9,693       6,507       3,679       2,472       978       15,501  
Vessel construction
    35,382       37,973                                
     
Total
  $ 76,485     $ 88,653     $ 37,342     $ 42,572     $ 60,589     $ 34,770     $ 870,734  
                 
We have no other off-balance sheet arrangements other than the potential additional consideration that may be receivable or payable as a result of the future operating performances of several acquisitions and dispositions and operating leases. At September 30, 2007, the maximum additional consideration payable for these acquisitions was approximately $8.8 million. We do not have any other financing arrangements that are required under generally accepted accounting principles to be reflected in our financial statements.
In October 2007, we repurchased 1,000,000 shares of our common stock for an aggregate amount of $33.8 million under a $350 million stock repurchase program authorized by the Company’s Board of Directors in September 2007. This stock repurchase program expires on December 31, 2009.
We intend to continue implementing our growth strategy of increasing our scope of services through both internal growth and strategic acquisitions. We expect to continue to make the capital expenditures required to implement our growth strategy in amounts consistent with the amount of cash generated from operating activities, the availability of additional financing and our credit facility. Depending on the size of any future acquisitions, we may require additional equity or debt financing in excess of our current working capital and amounts available under our revolving credit facility.
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued its Statement of Financial Accounting Standards No. 157 (FAS No. 157), “Fair Value Measurements.” FAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. FAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements. FAS No. 157 indicates, among other things, a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the impact that FAS No. 157 will have on our results of operations and financial position.
In February 2007, the Financial Accounting Standards Board issued its Statement of Financial Accounting Standards No. 159 (FAS No. 159), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” which is effective for fiscal years beginning after November 15, 2007. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. We believe the adoption of FAS No. 159 will not have a material impact on our results of operations and financial position.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Rates
Because we operate in a number of countries throughout the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for our international operations, other than our operations in the United Kingdom, is the U.S. dollar, but a portion of the revenues from our foreign operations is paid in foreign currencies. The effects of foreign currency fluctuations are partly mitigated because local expenses of such foreign operations are also generally denominated in the same currency. We continually monitor the currency exchange risks associated with all contracts not denominated in the U.S. dollar. Any gains or losses associated with such fluctuations have not been material.
We do not hold derivatives for trading purposes or use derivatives with complex features. Assets and liabilities of our subsidiaries in the United Kingdom are translated at current exchange rates, while income and expense are translated at average rates for the period. Translation gains and losses are reported as the foreign currency translation component of accumulated other comprehensive income in stockholders’ equity.
Interest Rate Risk
At September 30, 2007, none of our long-term debt outstanding had variable interest rates, and we had no interest rate risks at that time.
Equity Price Risk
We have $400 million of 1.50% senior exchangeable notes due 2026. The notes are, subject to the occurrence of specified conditions, exchangeable for our common stock initially at an exchange price of $45.58 per share, which would result in an aggregate of approximately 8.8 million shares of common stock being issued upon exchange. We may redeem for cash all or any part of the notes on or after December 15, 2011 for 100% of the principal amount redeemed. The holders may require us to repurchase for cash all or any portion of the notes on December 15, 2011, December 15, 2016 and December 15, 2021 for 100% of the principal amount of notes to be purchased plus any accrued and unpaid interest. The notes do not contain any restrictive financial covenants.
Each $1,000 of principal amount of the notes is initially exchangeable into 21.9414 shares of our common stock, subject to adjustment upon the occurrence of specified events. Holders of the notes may exchange their notes prior to maturity only if: (1) the price of our common stock reaches $45.58 during certain periods of time specified in the notes; (2) specified corporate transactions occur; (3) the notes have been called for redemption; or (4) the trading price of the notes falls below a certain threshold. In addition, in the event of a fundamental change in our corporate ownership or structure, the holders may require us to repurchase all or any portion of the notes for 100% of the principal amount.
We also have agreements with affiliates of the initial purchasers to purchase call options and sell warrants of our common stock. We may exercise the call options at any time to acquire approximately 8.8 million shares of our common stock at a strike price of $45.58 per share. The owners of the warrants may exercise their warrants to purchase from us approximately 8.8 million shares of our common stock at a price of $59.42 per share, subject to certain anti-dilution and other customary adjustments. The warrants may be settled in cash, in shares or in a combination of cash and shares, at our option.
For additional discussion of the notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Part I, Item 2 above.
Commodity Price Risk
Our revenues, profitability and future rate of growth partially depends upon the market prices of oil and natural gas. Lower prices may also reduce the amount of oil and gas that can economically be produced.

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We use derivative commodity instruments to manage commodity price risks associated with future oil production. Our hedging contracts for a portion of our oil production expired on August 31, 2006, and there are no outstanding contracts as of September 30, 2007 or as of the date of this Form 10-Q.
Item 4. Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-Q, our chief financial officer and chief executive officer have concluded, based on their evaluation, that our disclosure controls and procedures (as defined in rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) 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 recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no material changes to our system of internal controls over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect those internal controls subsequent to the date of the most recent evaluation by our chief financial officer and chief executive officer.

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PART II. OTHER INFORMATION
Item 6. Exhibits
  (a) The following exhibits are filed with this Form 10-Q:
  3.1   Certificate of Incorporation of the Company (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996).
 
  3.2   Certificate of Amendment to the Company’s Certificate of Incorporation (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
 
  3.3   Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 15, 2004).
 
  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.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  SUPERIOR ENERGY SERVICES, INC.
 
 
Date: November 8, 2007  By:   /s/ Robert S. Taylor    
    Robert S. Taylor   
    Executive Vice President, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer) 
 

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Exhibit Index
3.1   Certificate of Incorporation of the Company (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996).
 
3.4   Certificate of Amendment to the Company’s Certificate of Incorporation (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999).
 
3.5   Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 15, 2004).
 
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.

39

exv31w1
 

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
             I, Terence E. Hall, Chairman of the Board and Chief Executive Officer of Superior Energy Services, Inc., certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
Date: November 8, 2007
       
 
  /s/ Terence E. Hall
 
Terence E. Hall
Chairman of the Board and Chief Executive Officer
Superior Energy Services, Inc.
   

 

exv31w2
 

EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
             I, Robert S. Taylor, Executive Vice President, Treasurer and Chief Financial Officer of Superior Energy Services, Inc., certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
Date: November 8, 2007
       
 
  /s/ Robert S. Taylor
 
Robert S. Taylor
Executive Vice President, Treasurer and Chief Financial Officer
Superior Energy Services, Inc.
   

 

exv32w1
 

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 1350 OF TITLE 18 OF THE U.S. CODE
I, Terence E. Hall, Chairman of the Board and Chief Executive Officer of Superior Energy Services, Inc. (the “Company”), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:
1.   the quarterly report on Form 10-Q of the Company for the quarter ended September 30, 2007 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report or as a separate disclosure document.
         
Date: November 8, 2007
       
 
  /s/ Terence E. Hall
 
Terence E. Hall
Chairman of the Board and Chief Executive Officer
Superior Energy Services, Inc.
   
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

exv32w2
 

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 1350 OF TITLE 18 OF THE U.S. CODE
I, Robert S. Taylor, Executive Vice President, Treasurer and Chief Financial Officer of Superior Energy Services, Inc. (the “Company”), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:
1.   the quarterly report on Form 10-Q of the Company for the quarterly period ended September 30, 2007 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report or as a separate disclosure document.
         
Date: November 8, 2007
       
 
  /s/ Robert S. Taylor
 
Robert S. Taylor
Executive Vice President, Treasurer and Chief Financial Officer
Superior Energy Services, Inc.
   
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.