10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

Form 10-K/A

(Amendment No. 1)

/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ________

Commission file no. 001-16337

Oil States International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0476605
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(713) 652-0582

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Exchange on Which Registered
Common Stock, par value $.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] No [ ]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. [X]

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

Large accelerated filer [X]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of common stock held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 29, 2012, was $3,341,802,313.

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of February 19, 2013 was 54,873,460 shares.

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EXPLANATORY NOTE

This Amendment No. 1 (this "Amendment") to our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on February 20, 2013 (the "Original Filing") is filed to disclose information in connection with Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Other than this additional compliance disclosure in “Part II. Item 9B. Other Information” and the additional exhibits in “Part IV. Item 15. Exhibits, Financial Statement Schedules,” no part of the Original Filing is amended hereby, and this Amendment does not reflect events that have occurred after the Original Filing.

PART II

Item 9B. Other Information

Disclosure under Section 13(r) of the Exchange Act

The Iran Threat Reduction and Syria Human Rights Act of 2012, signed into law by President Obama on August 10, 2012, added a new Section 13(r) to the Exchange Act, which requires us to disclose whether the Company or any of its affiliates has engaged in certain Iran-related activities during the reporting period. All of the transactions referenced below involved the supply by our wholly-owned Singaporean subsidiary, Oil States (Asia) Ptd Ltd ("Oil States (Asia)"), of riser pipes and associated material for use in the development of the South Pars Gas Field, development of which is controlled and mandated by Pars Oil & Gas Co, which was designated in December 2010 by the Office of Foreign Assets Control (OFAC) as being owned or controlled by the Government of Iran. Since the completion of the transactions described below, Oil States (Asia) has wound down all of its Iran-related business, and voluntary self-disclosures have been submitted to OFAC and the State Department about these transactions.

Transaction with Petroleum Pipe Middle East (FZE)

This transaction involved the sale of riser pipe and associated material by Oil States (Asia) to Petroleum Pipe Middle East (FZE) ("PPME"). PPME is a company in the United Arab Emirates ("UAE") and a subsidiary of Petroleum Pipe Company, a company incorporated in the Jersey Islands. Oil States (Asia) was aware that PPME was placing the order for an intermediate customer, Dana Kish Drilling Company ("Dana Kish"). Dana Kish ultimately used the products in question for the development of the South Pars Gas Field, which is controlled and mandated by Pars Oil & Gas Co. The PPME transaction began with discussions and quotations to PPME in February 2012 and resulted in Oil States (Asia)'s acceptance of PPME's order on August 20, 2012, which was subsequently revised and ultimately finalized on January 7, 2013. Oil States (Asia) made two shipments to PPME in the UAE, on November 29, 2012 and March 8, 2013. The total value of PPME's order was approximately $4.2 million, for which Oil States (Asia) received an estimated net profit of $0.4 million.

Transactions with Integrated Energy Systems Trading FZC

These transactions involved the sale of riser pipe and associated material by Oil States (Asia) to Integrated Energy Systems Trading FZC ("IEST"). IEST is a company in the UAE and a subsidiary of Integrated Energy Systems Holdings, a Russian company. IEST was placing the orders for an intermediate customer, Petro Karan Shafagh Kish ("PKSK"), an Iranian entity. PKSK ultimately used the products in the development of the South Pars Gas Field.

This transaction consisted of two orders. Oil States (Asia) accepted both orders from IEST on October 10, 2011, which were subsequently revised and ultimately finalized on April 9, 2012. Oil States (Asia) made two shipments to IEST in Iran on May 18, 2012 and December 24, 2012. The total value of IEST's orders were approximately $11.7 million, for which Oil States (Asia) received an estimated net profit of $1.3 million.

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Transaction with Petropars International FZE

This transaction involved the sale of riser pipe and associated material by Oil States (Asia) to Petropars International, FZE (“Petropars”). Petropars is a UAE entity that was designated in June 2010 by OFAC as ultimately owned or controlled by the Government of Iran. Oil States (Asia) issued invoices in December of 2011 and received payment of approximately $4.3 million in January of 2012 for an estimated net profit of approximately $0.5 million.

Closing Remarks

Oil States (Asia) did not receive any revenues or profits from the sale of its product to subsequent customers. All of the revenues and profits from the transactions referenced above derived directly from PPME, IEST and Petropars.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

Item 15 of the Original Filing is amended by the addition of the following exhibits:

(b) Index of Exhibits

Exhibit No.		Description
31.1*	—	Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.
31.2*	—	Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.
32.1**	—	Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934.
32.2**	—	Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934.

---------

*     Filed herewith

**     Furnished herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on October 31, 2013.

OIL STATES INTERNATIONAL, INC.
By:	/s/ CINDY B. TAYLOR
	Cindy B. Taylor
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on October 31, 2013.

	Signature	Title
	/s/ STEPHEN A. WELLS*	Chairman of the Board
	Stephen A. Wells
	/s/ CINDY B. TAYLOR	Director, President & Chief Executive Officer
	Cindy B. Taylor	(Principal Executive Officer)
	/s/ BRADLEY J. DODSON	Senior Vice President, Chief Financial Officer
	Bradley J. Dodson	and Treasurer
		(Principal Financial Officer)
	/s/ ROBERT W. HAMPTON	Senior Vice President —Accounting and Corporate Secretary
	Robert W. Hampton	(Principal Accounting Officer)
	/s/ MARTIN A. LAMBERT*	Director
	Martin A. Lambert
	/s/ S. JAMES NELSON, JR.*	Director
	S. James Nelson, Jr.
	/s/ MARK G. PAPA*	Director
	Mark G. Papa
	/s/ GARY L. ROSENTHAL*	Director
	Gary L. Rosenthal
	/s/ CHRISTOPHER T. SEAVER*	Director
	Christopher T. Seaver
	/s/ DOUGLAS E. SWANSON*	Director
	Douglas E. Swanson
	/s/ WILLIAM T. VAN KLEEF*	Director
	William T. Van Kleef
* By:	/s/ BRADLEY J. DODSON
	Bradley J. Dodson, pursuant to a power of
	attorney filed as Exhibit 24.1 to the
	Original Filing

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EX-31

EXHIBIT 31.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO RULE 13a–14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

I, Cindy B. Taylor, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Oil States International, Inc. (Registrant);

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 we 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 the 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: October 31, 2013 

  /s/ Cindy B. Taylor               

Cindy B. Taylor                      

President and Chief Executive Officer     

EX-31

EXHIBIT 31.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO RULE 13a–14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

I, Bradley J. Dodson, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Oil States International, Inc. (Registrant);

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 we 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 the 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: October 31, 2013

 

  /s/ Bradley J. Dodson               

Bradley J. Dodson               

Senior Vice President, Chief Financial Officer and Treasurer

EX-32

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K/A for the annual period ended December 31, 2012 filed with the Securities and Exchange Commission (the Report), I, Cindy B. Taylor, President and Chief Executive Officer of Oil States International, Inc. (the Company), hereby certify, to the best of my knowledge, that:

1. The Report 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.

  /s/ Cindy B. Taylor

Name:     Cindy B. Taylor

Date:       October 31, 2013

EX-32

EXHIBIT 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K/A for the annual period ended December 31, 2012 filed with the Securities and Exchange Commission (the Report), I, Bradley J. Dodson, Senior Vice President, Chief Financial Officer and Treasurer of Oil States International, Inc. (the Company), hereby certify, to the best of my knowledge, that:

1. The Report 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.

  /s/ Bradley J. Dodson

Name:  Bradley J. Dodson

Date:    October 31, 2013