10-Q

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 March 31, 2010

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 Number: 1-32858

Complete Production Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	72-1503959
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
11700 Katy Freeway, Suite 300 Houston, Texas	77079
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 372-2300

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

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

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

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

Number of shares of the common stock, par value $0.01 per share, of the registrant outstanding as of April 27, 2010: 77,741,681

INDEX TO FINANCIAL STATEMENTS

Complete Production Services, Inc.

		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009		3
	Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2010 and 2009		4
	Consolidated Statement of Stockholders’ Equity for the Quarter Ended March 31, 2010		5
	Consolidated Statements of Cash Flows for the Quarters Ended March 31, 2010 and 2009		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		28
Item 4.	Controls and Procedures.		29
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.		30
Item 1A.	Risk Factors.		30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		30
Item 3.	Defaults Upon Senior Securities.		31
Item 5.	Other Information.		31
Item 6.	Exhibits.		31
	Signatures		32
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

COMPLETE PRODUCTION SERVICES, INC.

Consolidated Balance Sheets
March 31, 2010 (unaudited) and December 31, 2009

	2010			2009
	(In thousands, except
	share data)
ASSETS
Current assets:
Cash and cash equivalents	$	105,439		$	77,360
Accounts receivable, net		206,485			171,284
Inventory, net		34,121			37,464
Prepaid expenses		15,071			17,943
Income tax receivable		56,478			57,606
Current deferred tax assets		8,158			8,158
Other current assets		163			111
Total current assets		425,915			369,926
Property, plant and equipment, net		908,692			941,133
Intangible assets, net of accumulated amortization of $16,681 and $15,476, respectively		11,597			13,243
Deferred financing costs, net of accumulated amortization of $7,028 and $6,266, respectively		11,983			12,744
Goodwill		243,823			243,823
Other long-term assets		8,115			7,985
Total assets	$	1,610,125		$	1,588,854
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	193		$	228
Accounts payable		32,507			31,745
Accrued liabilities		44,647			41,102
Accrued payroll and payroll burdens		20,593			13,559
Accrued interest		15,778			3,206
Notes payable		—			1,069
Income taxes payable		221			813
Total current liabilities		113,939			91,722
Long-term debt		650,000			650,002
Deferred income taxes		146,415			148,240
Total liabilities		910,354			889,964
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value per share, 200,000,000 shares authorized, 75,922,199 (2009 — 75,278,406) issued		759			752
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized, no shares issued and outstanding		—			—
Additional paid-in capital		640,321			636,904
Retained earnings		39,245			42,007
Treasury stock, 164,575 (2009 — 54,313) shares at cost		(1,717	)		(334	)
Accumulated other comprehensive income		21,163			19,561
Total stockholders’ equity		699,771			698,890
Total liabilities and stockholders’ equity	$	1,610,125		$	1,588,854

See accompanying notes to consolidated financial statements.

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COMPLETE PRODUCTION SERVICES, INC.

Consolidated Statements of Operations
Quarters Ended March 31, 2010 and 2009 (unaudited)

	Quarters Ended
	March 31,
	2010			2009
	(In thousands, except per
	share data)
Revenue:
Service	$	301,392		$	322,917
Product		8,312			13,764
		309,704			336,681
Service expenses		206,820			211,213
Product expenses		6,124			10,495
Selling, general and administrative expenses		40,852			49,278
Depreciation and amortization		45,319			51,689
Income before interest and taxes		10,589			14,006
Interest expense		14,741			14,458
Interest income		(48	)		(10	)
Loss before taxes		(4,104	)		(442	)
Taxes		(1,342	)		(106	)
Net loss	$	(2,762	)	$	(336	)
Loss per share information:
Basic loss per share	$	(0.04	)	$	(0.00	)
Diluted loss per share	$	(0.04	)	$	(0.00	)
Weighted average shares:
Basic		75,699			74,895
Diluted		75,699			74,895

Consolidated Statements of Comprehensive Loss
Quarters Ended March 31, 2010 and 2009 (unaudited)

	Quarters Ended
	March 31,
	2010			2009
	(In thousands)
Net loss	$	(2,762	)	$	(336	)
Change in cumulative translation adjustment		1,602			(1,292	)
Comprehensive loss	$	(1,160	)	$	(1,628	)

See accompanying notes to consolidated financial statements.

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COMPLETE PRODUCTION SERVICES, INC.

Consolidated Statement of Stockholders’ Equity
Quarter Ended March 31, 2010 (unaudited)

															Accumulated
						Additional									Other
	Number			Common		Paid-in			Retained			Treasury			Comprehensive
	of Shares			Stock		Capital			Earnings			Stock			Income		Total
	(In thousands, except share data)
Balance at December 31, 2009		75,278,406		$	752	$	636,904		$	42,007		$	(334	)	$	19,561	$	698,890
Net loss		—			—		—			(2,762	)		—			—		(2,762	)
Cumulative translation adjustment		—			—		—			—			—			1,602		1,602
Issuance of common stock:
Exercise of stock options		86,129			—		696			—			—			—		696
Expense related to employee stock options		—			—		750			—			—			—		750
Excess tax benefit from share-based compensation		—			—		94			—			—			—		94
Purchase of treasury shares		(110,262	)		—		—						(1,383	)		—		(1,383	)
Vested restricted stock		667,926			7		(7	)		—			—			—		—
Amortization of non-vested restricted stock		—			—		1,884			—			—			—		1,884
Balance at March 31, 2010		75,922,199		$	759	$	640,321		$	39,245		$	(1,717	)	$	21,163	$	699,771

See accompanying notes to consolidated financial statements.

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COMPLETE PRODUCTION SERVICES, INC.

Consolidated Statements of Cash Flows
Quarters Ended March 31, 2010 and 2009 (unaudited)

	Quarters Ended
	March 31,
	2010			2009
	(In thousands)
Cash provided by (used in):
Operating activities:
Net loss	$	(2,762	)	$	(336	)
Items not affecting cash:
Depreciation and amortization		45,319			51,689
Deferred income taxes		(1,485	)		4,837
Excess tax benefit from share-based compensation		(94	)		(15	)
Non-cash compensation expense		2,634			3,460
Loss on non-monetary asset exchange		—			4,868
Provision for bad debt expense		150			1,497
Other		794			803
Changes in operating assets and liabilities:
Accounts receivable		(34,289	)		99,811
Inventory		3,391			(11,270	)
Prepaid expense and other current assets		2,835			6,535
Accounts payable		741			(27,139	)
Accrued liabilities and other		23,247			(2,384	)
Net cash provided by operating activities		40,481			132,356
Investing activities:
Additions to property, plant and equipment		(11,343	)		(12,828	)
Proceeds from disposal of capital assets		518			7,156
Net cash used in investing activities		(10,825	)		(5,672	)
Financing activities:
Issuances of long-term debt		—			3,146
Repayments of long-term debt		(37	)		(123,047	)
Repayment of notes payable		(1,069	)		(1,353	)
Proceeds from issuances of common stock		696			25
Purchase of treasury shares		(1,383	)		(68	)
Excess tax benefit from share-based compensation		94			15
Net cash used in financing activities		(1,699	)		(121,282	)
Effect of exchange rate changes on cash		122			286
Change in cash and cash equivalents		28,079			5,688
Cash and cash equivalents, beginning of period		77,360			19,090
Cash and cash equivalents, end of period	$	105,439		$	24,778
Supplemental cash flow information:
Cash paid for interest, net of interest capitalized	$	1,384		$	701
Cash paid (refund received) for income taxes	$	(660	)	$	2,697

See accompanying notes to consolidated financial statements.

6

COMPLETE PRODUCTION SERVICES, INC.

Notes to Consolidated Financial Statements
(Unaudited, in thousands, except share and per share data)

1. General:

(a) Nature of operations:

     Complete Production Services, Inc. is a provider of specialized services and products focused on developing hydrocarbon reserves, reducing operating costs and enhancing production for oil and gas companies. Complete Production Services, Inc. focuses its operations on basins within North America and manages its operations from regional field service facilities located throughout the U.S. Rocky Mountain region, Texas, Oklahoma, Louisiana, Arkansas, Pennsylvania, western Canada, Mexico and Southeast Asia.

     References to “Complete,” the “Company,” “we,” “our” and similar phrases used throughout this Quarterly Report on Form 10-Q relate collectively to Complete Production Services, Inc. and its consolidated affiliates.

     On April 21, 2006, our common stock began trading on the New York Stock Exchange under the symbol “CPX”.

(b) Basis of presentation:

     The unaudited interim consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the financial position of Complete as of March 31, 2010 and the statements of operations and the statements of comprehensive income for the quarters ended March 31, 2010 and 2009, as well as the statement of stockholders’ equity for the quarter ended March 31, 2010 and the statements of cash flows for the quarters ended March 31, 2010 and 2009. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 19, 2010. We believe that these financial statements contain all adjustments necessary so that they are not misleading.

     In preparing financial statements, we make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. We review our estimates on an on-going basis, including those related to impairment of long-lived assets and goodwill, contingencies, and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

     The results of operations for interim periods are not necessarily indicative of the results of operations that could be expected for the full year.

2. Accounts receivable:

	March 31,		December 31,
	2010		2009
Trade accounts receivable	$	172,682	$	155,871
Related party receivables		14,561		6,593
Unbilled revenue		27,535		19,409
Other receivables		2,647		1,975
		217,425		183,848
Allowance for doubtful accounts		10,940		12,564
	$	206,485	$	171,284

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3. Inventory:

	March 31,		December 31,
	2010		2009
Finished goods	$	20,812	$	23,435
Manufacturing parts, materials and other		13,683		14,486
Work in process		557		431
		35,052		38,352
Inventory reserves		931		888
	$	34,121	$	37,464

4. Property, plant and equipment:

			Accumulated
March 31, 2010	Cost		Depreciation		Net Book Value
Land	$	9,135	$	—	$	9,135
Buildings		30,146		3,475		26,671
Field equipment		1,303,698		535,629		768,069
Vehicles		124,983		57,650		67,333
Office furniture and computers		17,114		9,683		7,431
Leasehold improvements		25,146		5,044		20,102
Construction in progress		9,951		—		9,951
	$	1,520,173	$	611,481	$	908,692

			Accumulated
December 31, 2009	Cost		Depreciation		Net Book Value
Land	$	8,884	$	—	$	8,884
Buildings		30,200		3,168		27,032
Field equipment		1,293,292		497,632		795,660
Vehicles		126,256		55,035		71,221
Office furniture and computers		17,087		9,108		7,979
Leasehold improvements		25,006		4,771		20,235
Construction in progress		10,122		—		10,122
	$	1,510,847	$	569,714	$	941,133

     Construction in progress at March 31, 2010 and December 31, 2009 primarily included progress payments to vendors for equipment to be delivered in future periods and component parts to be used in the final assembly of operating equipment, which in all cases were not yet placed into service at the time. For the quarter ended March 31, 2010, we recorded capitalized interest of $79 related to assets that we are constructing for internal use and amounts paid to vendors under progress payments for assets that are being constructed on our behalf.

     Effective March 1, 2009, our Canadian subsidiary transferred certain property, plant and equipment used in our production testing business to Enseco, a competitor, in exchange for certain electric line (e-line) equipment. This exchange was determined to have commercial substance for us and therefore we recorded the new assets acquired at the fair market value of the assets surrendered which had a carrying value of $9,284. We incurred costs to sell totaling approximately $71. We determined the fair value of the assets with the assistance of a third-party appraiser, assuming an orderly liquidation methodology, to be $4,487, resulting in a loss on the exchange of $4,868. Of the total value assigned to the new assets, $4,209 was included in property, plant and equipment and $279 was included in inventory in the accompanying balance sheet as of December 31, 2009. The fair market value of the assets received was determined to be $5,497, using the same methodology applied to the assets surrendered. We believe that these e-line assets will generate cash flows in excess of the cash flows that would have been received from the production testing assets due to relatively higher demand from our customers for e-line services.

5. Notes payable:

     We entered into a note arrangement to finance our annual insurance premiums for the policy term beginning December 1, 2007 and extending through April 30, 2009. Effective May 1, 2009, we renewed our insurance policies and entered into a similar financing arrangement through April 2010. We recorded a note payable of $7,960. The balance of this note at December 31, 2009 was $1,069. We repaid this amount in January 2010, resulting in a zero balance at March 31, 2010. We have a prepaid asset associated

8

with our insurance policies. Our primary insurance policies extend through April 30, 2010 and we expect to renew these policies effective May 1, 2010.

6. Long-term debt:

     The following table summarizes long-term debt as of March 31, 2010 and December 31, 2009:

	2010		2009
U.S. revolving credit facility (a)	$	—	$	—
Canadian revolving credit facility (a)		—		—
8.0% senior notes (b)		650,000		650,000
Capital leases and other		193		230
		650,193		650,230
Less: current maturities of long-term debt and capital leases		193		228
	$	650,000	$	650,002

(a)	We maintain a senior secured facility (the “Credit Agreement”) with Wells Fargo Bank, National Association, as U.S. Administrative Agent, HSBC Bank Canada, as Canadian Administrative Agent, and certain other financial institutions. On October 13, 2009, we entered into the Third Amendment (the Credit Agreement after giving effect to the Third Amendment, the “Amended Credit Agreement”) and modified the structure of our existing credit facility to an asset-based facility subject to borrowing base restrictions. In connection with the Third Amendment, Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC) replaced Wells Fargo Bank, National Association, as U.S. Administrative Agent and also serves as U.S. Issuing Lender and U.S. Swingline Lender under the Amended Credit Agreement. The Amended Credit Agreement provides for a U.S. revolving credit facility of up to $225,000 that matures in December 2011 and a Canadian revolving credit facility of up to $15,000 (with Integrated Production Services Ltd., one of our wholly-owned subsidiaries, as the borrower thereof (“Canadian Borrower”)) that matures in December 2011. The Amended Credit Agreement includes a provision for a “commitment increase”, as defined therein, which permits us to effect up to two separate increases in the aggregate commitments under the Amended Credit Agreement by designating one or more existing lenders or other banks or financial institutions, subject to the bank’s sole discretion as to participation, to provide additional aggregate financing up to $75,000, with each committed increase equal to at least $25,000 in the U.S., or $5,000 in Canada, and in accordance with other provisions as stipulated in the Amended Credit Agreement. Certain portions of the credit facilities are available to be borrowed in U.S. dollars, Canadian dollars and other currencies approved by the lenders.
	We were in compliance with the fixed charge coverage ratio covenant in the Amended Credit Agreement as of March 31, 2010. For a discussion of the methodology to calculate the borrowing base for the U.S. and Canadian portions of the facility, as well as our debt covenant requirements, prepayment options and potential exposure in the event of a default under the Amended Credit Agreement, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K as of December 31, 2009.
	All of the obligations under the U.S. portion of the Amended Credit Agreement are secured by first priority liens on substantially all of our assets and the assets of our U.S. subsidiaries as well as a pledge of approximately 66% of the stock of our first-tier foreign subsidiaries. Additionally, all of the obligations under the U.S. portion of the Amended Credit Agreement are guaranteed by substantially all of our U.S. subsidiaries. The obligations under the Canadian portion of the Amended Credit Agreement are secured by first priority liens on substantially all of our assets and the assets of our subsidiaries (other than our Mexican subsidiary). Additionally, all of the obligations under the Canadian portion of the Amended Credit Agreement are guaranteed by us as well as certain of our subsidiaries.
	Subject to certain limitations set forth in the Amended Credit Agreement, we have the ability to elect how interest under the Amended Credit Agreement will be computed. Interest under the Amended Credit Agreement may be determined by reference to (1) the London Inter-bank Offered Rate, or LIBOR, plus an applicable margin between 3.75% and 4.25% per annum (with the

9

	applicable margin depending upon our “excess availability amount”, as defined in the Amended Credit Agreement) or (2) the “Base Rate” (which means the higher of the Prime Rate, Federal Funds Rate plus 0.50%, 3-month LIBOR plus 1.00% and 3.50%), plus the applicable margin, as described above. For the period from the effective date of the Third Amendment until the six month anniversary of the effective date of the Third Amendment, interest will be computed as described above with an applicable margin rate of 4.00%. If an event of default exists or continues under the Amended Credit Agreement, advances will bear interest as described above with an applicable margin rate of 4.25% plus 2.00%. Additionally, if an event of default exists under the Amended Credit Agreement, as defined therein, the lenders could accelerate the maturity of the obligations outstanding thereunder and exercise other rights and remedies. Interest is payable monthly.
	There were no borrowings outstanding under our U.S. or Canadian revolving credit facilities as of or during the quarter ended March 31, 2010. There were letters of credit outstanding under the U.S. revolving portion of the facility totaling $54,649, which reduced the available borrowing capacity as of March 31, 2010. We incurred fees related to our letters of credit for the quarter ended March 31, 2010 which was calculated using a 360-day provision, at 4.1% per annum. The availability of the U.S. and Canadian revolving credit facilities is determined by our borrowing base less any borrowings and letters of credit outstanding. The net excess availability under our borrowing base calculations for the U.S. and Canadian revolving facilities at March 31, 2010 was $104,370 and $9,932, respectively.
	We will incur unused commitment fees under the Amended Credit Agreement ranging from 0.50% to 1.00% based on the average daily balance of amounts outstanding. The unused commitment fees were calculated at 1.00% as of March 31, 2010.
(b)	On December 6, 2006, we issued 8.0% senior notes with a face value of $650,000 through a private placement of debt. These notes mature in 10 years, on December 15, 2016, and require semi-annual interest payments, paid in arrears and calculated based on an annual rate of 8.0%, on June 15 and December 15, of each year, which commenced on June 15, 2007. There was no discount or premium associated with the issuance of these notes. The senior notes are guaranteed by all of our current domestic subsidiaries. The senior notes have covenants which, among other things: (1) limit the amount of additional indebtedness we can incur; (2) limit restricted payments such as a dividend; (3) limit our ability to incur liens or encumbrances; (4) limit our ability to purchase, transfer or dispose of significant assets; (5) limit our ability to purchase or redeem stock or subordinated debt; (6) limit our ability to enter into transactions with affiliates; (7) limit our ability to merge with or into other companies or transfer all or substantially all of our assets; and (8) limit our ability to enter into sale and leaseback transactions. We have the option to redeem all or part of these notes on or after December 15, 2011. Additionally, we may redeem some or all of the notes prior to December 15, 2011 at a price equal to 100% of the principal amount of the notes plus a make-whole premium.
	Pursuant to a registration rights agreement with the holders of our 8.0% senior notes, on June 1, 2007, we filed a registration statement on Form S-4 with the SEC which enabled these holders to exchange their notes for publicly registered notes with substantially identical terms. These holders exchanged 100% of the notes for publicly traded notes on July 25, 2007. On August 28, 2007, we entered into a supplement to the indenture governing the 8.0% senior notes, whereby additional domestic subsidiaries became guarantors under the indenture. Effective April 1, 2009, we entered into a second supplement to this indenture whereby additional domestic subsidiaries became guarantors under the indenture.

7. Stockholders’ equity:

(a) Stock-based Compensation—Stock Options:

     We maintain option plans under which we grant stock-based compensation to employees, officers and directors to purchase our common stock. The exercise price of each option is based on the fair value of the company’s stock at the date of grant. Options may be exercised over a five or ten-year period and generally a third of the options vest on each of the first three anniversaries from the grant date. Upon exercise of

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stock options, we issue our common stock.

     We calculate stock compensation expense for our stock-based compensation awards by measuring the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, with limited exceptions, by using an option pricing model to determine fair value. A further description can be found in our Annual Report on Form 10-K as of December 31, 2009.

     Effective January 29, 2010, the Compensation Committee of our Board of Directors approved the annual grant of stock options and non-vested restricted stock to certain employees, officers and directors. Pursuant to this authorization, we issued 790,396 shares of non-vested restricted stock on January 29, 2010 at a grant price of $12.53 per share. We expect to recognize compensation expense associated with these grants of non-vested restricted stock totaling $9,904 ratably over the three-year vesting periods. In addition, we granted 5,000 and 2,400 shares of non-vested restricted stock on March 1, 2010 and March 8, 2010, at a grant price of $14.50 and $14.98, respectively. We expect to recognize compensation expense of $108 associated with these March 2010 grants. On January 29, 2010, we granted 510,300 stock options to purchase shares of our common stock at an exercise price of $12.53 per share. We will recognize compensation expense associated with these stock option grants ratably over the three-year vesting period. The fair value of the stock options granted during the quarter ended March 31, 2010 was determined by applying a Black-Scholes option pricing model based on the following assumptions:

	Quarter Ended
	March 31,
Assumptions:	2010
Risk-free rate	1.38% to 2.34%
Expected term (in years)		3.7 to 5.1
Volatility		50.4%
Calculated fair value per option	$	4.83 to $5.81

     We calculated an average volatility factor for our common stock for the three-year period just prior to the grant date of this award. This volatility calculation was used to compute the calculation of the fair market value of stock option grants made during the quarter ended March 31, 2010.

     We projected a rate of stock option forfeitures based upon historical experience and management assumptions related to the expected term of the options. After adjusting for these forfeitures, we expect to recognize expense totaling $2,635 over the vesting period of these 2010 stock option grants. For the quarter ended March 31, 2010, we have recognized expense related to these stock option grants totaling $151, which represents a reduction of net income before taxes. The impact on the net loss for the quarter ended March 31, 2010 was an increase of $102, with no impact on diluted earnings per share as reported. The unrecognized compensation costs related to the non-vested portion of these awards was $2,484 as of March 31, 2010 and will be recognized over the applicable remaining vesting periods.

     For the quarters ended March 31, 2010 and 2009, we recognized compensation expense associated with all stock option awards totaling $750 and $1,338, respectively, resulting in an increase in net loss of $504 and $1,017, respectively, and a $0.01 reduction in earnings per share for each of the quarters ended March 31, 2010 and 2009. Total unrecognized compensation expense associated with outstanding stock option awards at March 31, 2010 was $3,921 or $2,639, net of tax.

     The following tables provide a roll forward of stock options from December 31, 2009 to March 31, 2010 and a summary of stock options outstanding by exercise price range at March 31, 2010:

	Options Outstanding
				Weighted
				Average
				Exercise
	Number			Price
Balance at December 31, 2009		3,383,620		$	13.09
Granted		510,300		$	12.53
Exercised		(86,129	)	$	8.10
Cancelled		(48,773	)	$	11.58
Balance at March 31, 2010		3,759,018		$	13.15

11

	Options Outstanding						Options Exercisable
			Weighted		Weighted				Weighted		Weighted
	Outstanding at		Average		Average		Exercisable at		Average		Average
	March 31,		Remaining		Exercise		March 31,		Remaining		Exercise
Range of Exercise Price	2010		Life (months)		Price		2010		Life (months)		Price
$2.00		7,396		6	$	2.00		7,396		6	$	2.00
$4.79		14,087		1	$	4.79		14,087		1	$	4.79
$5.00		82,750		38	$	5.00		82,750		38	$	5.00
$6.41 – $8.16		1,457,266		87	$	6.53		858,979		74	$	6.61
$11.66 – $12.53		750,386		44	$	12.25		240,086		66	$	11.66
$15.90		303,667		94	$	15.90		202,445		82	$	15.90
$17.60 – $19.87		599,754		82	$	19.83		599,754		82	$	19.83
$22.55 – $24.07		445,878		73	$	23.95		443,045		73	$	23.95
$26.26 – $27.11		45,000		86	$	26.35		30,000		86	$	26.35
$29.88		40,000		98	$	29.88		13,333		98	$	29.88
$34.19		12,834		99	$	34.19		4,278		99	$	34.19
		3,759,018		75	$	13.15		2,496,153		74	$	14.43

     The total intrinsic value of stock options exercised during the quarter ended March 31, 2010 was $503. The total intrinsic value of all in-the-money vested outstanding stock options at March 31, 2010 was $4,953. Assuming all stock options outstanding at March 31, 2010 were vested, the total intrinsic value of all in-the-money outstanding stock options would have been $7,910.

(b) Non-vested Restricted Stock:

     We present the amortization of non-vested restricted stock as an increase in additional paid-in capital. At March 31, 2010, amounts not yet recognized related to non-vested restricted stock totaled $17,265, which represented the unamortized expense associated with awards of non-vested stock granted to employees, officers and directors under our compensation plans, including $10,012 related to grants during the quarter ended March 31, 2010. We recognized compensation expense associated with non-vested restricted stock totaling $1,884 and $2,122 for the quarters ended March 31, 2010 and 2009, respectively.

     The following table summarizes the change in non-vested restricted stock from December 31, 2009 to March 31, 2010:

	Non-vested
	Restricted Stock
				Weighted
				Average
	Number			Grant Price
Balance at December 31, 2009		1,635,565		$	10.27
Granted		797,796		$	12.55
Vested		(667,926	)	$	10.95
Forfeited		(49,492	)	$	10.59
Balance at March 31, 2010		1,715,942		$	11.06

(c) Treasury Shares:

     In accordance with the provisions of the 2008 Incentive Award Plan, holders of non-vested restricted stock were given the option to either remit to us the required withholding taxes associated with the vesting of restricted stock, or to authorize us to repurchase shares equivalent to the cost of the withholding tax and to remit the withholding taxes on behalf of the holder. Pursuant to this provision, we repurchased the following shares in the quarter ended March 31, 2010:

			Average Price		Extended
Period	Purchased		Paid per Share		Amount
January 1 - 31, 2010		109,360	$	12.53	$	1,370
March 1 - 31, 2010		902	$	14.06		13
		110,262			$	1,383

8. Earnings per share:

     We compute basic earnings per share by dividing net income by the weighted average number of

12

common shares outstanding during the period. Diluted earnings per common and potential common share includes the weighted average of additional shares associated with the incremental effect of dilutive employee stock options and non-vested restricted stock, as determined using the treasury stock method prescribed by the Financial Accounting Standards Board (“FASB”) guidance on earnings per share.

     For the quarters ended March 31, 2010 and 2009, we incurred net losses and thus all potential common shares were deemed to be anti-dilutive. We excluded the impact of anti-dilutive potential common shares from the calculation of diluted weighted average shares for the quarters ended March 31, 2010 and 2009. If these potential common shares were included in the calculation, the impact would have been a decrease in diluted weighted average shares outstanding of 386,688 shares and 5,147,144 shares for the quarters ended March 31, 2010 and 2009, respectively.

9. Segment information:

     We report segment information based on how our management organizes the operating segments to make operational decisions and to assess financial performance. We evaluate performance and allocate resources based on net income (loss) from continuing operations before net interest expense, taxes, depreciation and amortization, non-controlling interest and impairment loss (“Adjusted EBITDA”). The calculation of Adjusted EBITDA should not be viewed as a substitute for calculations under U.S. GAAP, in particular net income. Adjusted EBITDA is included in this Quarterly Report on Form 10-Q because our management considers it an important supplemental measure of our performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We regularly evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates by using Adjusted EBITDA. In addition, we use Adjusted EBITDA in evaluating acquisition targets. Management also believes that Adjusted EBITDA is a useful tool for measuring our ability to meet our future debt service, capital expenditures and working capital requirements, and Adjusted EBITDA is commonly used by us and our investors to measure our ability to service indebtedness. Adjusted EBITDA is not a substitute for the GAAP measures of earnings or cash flow and is not necessarily a measure of our ability to fund our cash needs. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA has material limitations as a performance measure because it excludes interest expense, taxes, depreciation and amortization and non-controlling interest. Adjusted EBITDA calculated by us may not be comparable to the calculation of EBITDA as defined and used under our credit facilities (see Note 7, Long-term debt in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2009 for a description of the calculation of EBITDA under our existing credit facility, as amended). See also the table below for a reconciliation of Adjusted EBITDA to operating income (loss) by segment.

     We have three reportable operating segments: completion and production services (“C&PS”), drilling services and product sales. The accounting policies of our reporting segments are the same as those used to prepare our consolidated financial statements as of March 31, 2010. Inter-segment transactions are accounted for on a cost recovery basis.

			Drilling		Product
	C&PS		Services		Sales		Corporate			Total
Quarter Ended March 31, 2010
Revenue from external customers	$	266,288	$	35,104	$	8,312	$	—		$	309,704
Inter-segment revenues	$	27	$	149	$	607	$	(783	)	$	—
Adjusted EBITDA, as defined	$	57,756	$	5,419	$	1,562	$	(8,829	)	$	55,908
Depreciation and amortization	$	39,793	$	4,458	$	576	$	492		$	45,319
Operating income (loss)	$	17,963	$	961	$	986	$	(9,321	)	$	10,589
Capital expenditures	$	8,419	$	2,838	$	86	$	—		$	11,343
As of March 31, 2010
Segment assets	$	1,287,033	$	172,556	$	37,147	$	113,389		$	1,610,125
Quarter Ended March 31, 2009
Revenue from external customers	$	287,526	$	35,391	$	13,764	$	—		$	336,681
Inter-segment revenues	$	24	$	285	$	807	$	(1,116	)	$	—
Adjusted EBITDA, as defined	$	66,224	$	6,887	$	2,551	$	(9,967	)	$	65,695
Depreciation and amortization	$	44,926	$	5,548	$	634	$	581		$	51,689

13

			Drilling		Product
	C&PS		Services		Sales		Corporate			Total
Operating income (loss)	$	21,298	$	1,339	$	1,917	$	(10,548	)	$	14,006
Capital expenditures	$	12,700	$	—	$	40	$	88		$	12,828
As of December 31, 2009
Segment assets	$	1,292,199	$	172,605	$	37,270	$	86,780		$	1,588,854

     We do not allocate net interest expense or tax expense to the operating segments. The following table reconciles operating income as reported above to net loss for the quarters ended March 31, 2010 and 2009:

	Quarters Ended
	March 31,
	2010			2009
Segment operating income	$	10,589		$	14,006
Interest expense		14,741			14,458
Interest income		(48	)		(10	)
Income taxes		(1,342	)		(106	)
Net loss	$	(2,762	)	$	(336	)

     There were no changes in the carrying amount of goodwill by segment for the quarter ended March 31, 2010. Consistent with the presentation at December 31, 2009, the balances at March 31, 2010 were as follows: C&PS—$235,859; Drilling Services—$5,563; and Product Sales—$2,401.

10. Financial instruments:

     The financial instruments recognized in the balance sheet consist of cash and cash equivalents, trade accounts receivable, bank operating loans, accounts payable and accrued liabilities, long-term debt and senior notes. The fair value of all financial instruments approximates their carrying amounts due to their current maturities or market rates of interest, except the senior notes which were issued in December 2006 with a fixed 8% coupon rate. At March 31, 2010, the fair value of these notes was $648,375 based on the published closing price.

     A significant portion of our trade accounts receivable is from companies in the oil and gas industry, and as such, we are exposed to normal industry credit risks. We evaluate the credit-worthiness of our major new and existing customers’ financial condition and generally do not require collateral. For the quarter ended March 31, 2010, one customer provided 11.1% of our sales and another customer provided 9.5% of our sales.

11. Legal matters and contingencies:

     In the normal course of our business, we are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including warranty and product liability claims and occasional claims by individuals alleging exposure to hazardous materials, on the job injuries and fatalities as a result of our products or operations. Many of the claims filed against us relate to motor vehicle accidents which can result in the loss of life or serious bodily injury. Some of these claims relate to matters occurring prior to our acquisition of businesses. In certain cases, we are entitled to indemnification from the sellers of such businesses.

     Although we cannot know or predict with certainty the outcome of any claim or proceeding or the effect such outcomes may have on us, we believe that any liability resulting from the resolution of any of these matters, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our financial position, results of operations or liquidity.

     We have historically incurred additional insurance premium related to a cost-sharing provision of our general liability insurance policy, and we cannot be certain that we will not incur additional costs until either existing claims become further developed or until the limitation periods expire for each respective policy year. Any such additional premiums should not have a material adverse effect on our financial position, results of operations or liquidity.

14

12. Guarantor and Non-Guarantor Condensed Consolidating Financial Statements:

     The following tables present the financial data required pursuant to SEC Regulation S-X Rule 3-10(f), which includes: (1) unaudited condensed consolidating balance sheets as of March 31, 2010 and December 31, 2009; (2) unaudited condensed consolidating statements of operations for the quarters ended March 31, 2010 and 2009 and (3) unaudited condensed consolidating statements of cash flows for the quarters ended March 31, 2010 and 2009.

Condensed Consolidating Balance Sheet
March 31, 2010

						Non-
				Guarantor		guarantor		Eliminations/
	Parent			Subsidiaries		Subsidiaries		Reclassifications			Consolidated
Current assets
Cash and cash equivalents	$	93,731		$	658	$	16,403	$	(5,353	)	$	105,439
Accounts receivable, net		594			173,109		32,782		—			206,485
Inventory, net		—			21,981		12,140		—			34,121
Prepaid expenses		1,946			11,609		1,516		—			15,071
Income tax receivable		35,407			17,136		3,935		—			56,478
Current deferred tax assets		8,158			—		—		—			8,158
Other current assets		—			163		—		—			163
Total current assets		139,836			224,656		66,776		(5,353	)		425,915
Property, plant and equipment, net		3,891			845,962		58,839		—			908,692
Investment in consolidated subsidiaries		770,383			112,507		—		(882,890	)		—
Inter-company receivable		577,694			—		—		(577,694	)		—
Goodwill		15,531			225,434		2,858		—			243,823
Other long-term assets, net		15,250			12,193		4,252		—			31,695
Total assets	$	1,522,585		$	1,420,752	$	132,725	$	(1,465,937	)	$	1,610,125
Current liabilities
Current maturities of long-term debt	$	—		$	193	$	—	$	—		$	193
Accounts payable		(738	)		32,262		6,336		(5,353	)		32,507
Accrued liabilities		15,396			19,587		9,664		—			44,647
Accrued payroll and payroll burdens		459			17,406		2,728		—			20,593
Accrued interest		15,770			—		8		—			15,778
Accrued taxes payable		—			—		221		—			221
Total current liabilities		30,887			69,448		18,957		(5,353	)		113,939
Long-term debt		650,000			—		—		—			650,000
Inter-company payable		—			577,129		565		(577,694	)		—
Deferred income taxes		141,927			3,792		696		—			146,415
Total liabilities		822,814			650,369		20,218		(583,047	)		910,354
Stockholders’ equity
Total stockholders’ equity		699,771			770,383		112,507		(882,890	)		699,771
Total liabilities and stockholders’ equity	$	1,522,585		$	1,420,752	$	132,725	$	(1,465,937	)	$	1,610,125

Condensed Consolidating Balance Sheet
December 31, 2009

					Non-
			Guarantor		guarantor		Eliminations/
	Parent		Subsidiaries		Subsidiaries		Reclassifications			Consolidated
Current assets
Cash and cash equivalents	$	64,871	$	519	$	17,001	$	(5,031	)	$	77,360
Accounts receivable, net		610		143,135		27,539		—			171,284
Inventory, net		—		23,001		14,463		—			37,464
Prepaid expenses		3,897		13,052		994		—			17,943
Income tax receivable		35,404		20,201		2,001		—			57,606
Current deferred tax assets		8,158		—		—		—			8,158
Other current assets		—		111		—		—			111
Total current assets		112,940		200,019		61,998		(5,031	)		369,926
Property, plant and equipment, net		4,222		876,304		60,607		—			941,133
Investment in consolidated subsidiaries		755,435		104,974		—		(860,409	)		—
Inter-company receivable		607,325		—		—		(607,325	)		—

15

					Non-
			Guarantor		guarantor		Eliminations/
	Parent		Subsidiaries		Subsidiaries		Reclassifications			Consolidated
Goodwill		15,531		225,434		2,858		—			243,823
Other long-term assets, net		16,026		13,803		4,143		—			33,972
Total assets	$	1,511,479	$	1,420,534	$	129,606	$	(1,472,765	)	$	1,588,854
Current liabilities
Current maturities of long-term debt	$	—	$	228	$	—	$	—		$	228
Accounts payable		445		30,028		6,303		(5,031	)		31,745
Accrued liabilities		14,064		18,257		8,781		—			41,102
Accrued payroll and payroll burdens		388		10,847		2,324		—			13,559
Accrued interest		3,198		—		8		—			3,206
Notes payable		1,068		1		—		—			1,069
Income taxes payable		—		—		813		—			813
Total current liabilities		19,163		59,361		18,229		(5,031	)		91,722
Long-term debt		650,000		—		2		—			650,002
Inter-company payable		—		601,947		5,378		(607,325	)		—
Deferred income taxes		143,427		3,793		1,020		—			148,240
Total liabilities		812,590		665,101		24,629		(612,356	)		889,964
Stockholders’ equity
Total stockholders’ equity		698,889		755,433		104,977		(860,409	)		698,890
Total liabilities and stockholders’ equity	$	1,511,479	$	1,420,534	$	129,606	$	(1,472,765	)	$	1,588,854

Condensed Consolidated Statement of Operations
Quarter Ended March 31, 2010

							Non-
				Guarantor			guarantor			Eliminations/
	Parent			Subsidiaries			Subsidiaries			Reclassifications			Consolidated
Revenue:
Service	$	—		$	268,094		$	35,029		$	(1,731	)	$	301,392
Product		—			975			7,337			—			8,312
		—			269,069			42,366			(1,731	)		309,704
Service expenses		—			183,027			25,524			(1,731	)		206,820
Product expenses		—			710			5,414			—			6,124
Selling, general and administrative expenses		8,830			29,437			2,585			—			40,852
Depreciation and amortization		332			41,706			3,281			—			45,319
Income (loss) before interest and taxes		(9,162	)		14,189			5,562			—			10,589
Interest expense		14,712			1,708			14			(1,693	)		14,741
Interest income		(1,730	)		(3	)		(8	)		1,693			(48	)
Equity in earnings of consolidated affiliates		(13,354	)		(5,929	)		—			19,283			—
Income (loss) before taxes		(8,790	)		18,413			5,556			(19,283	)		(4,104	)
Taxes		(6,028	)		5,059			(373	)		—			(1,342	)
Net income (loss)	$	(2,762	)	$	13,354		$	5,929		$	(19,283	)	$	(2,762	)

Condensed Consolidated Statement of Operations
Quarter Ended March 31, 2009

							Non-
				Guarantor			guarantor			Eliminations/
	Parent			Subsidiaries			Subsidiaries			Reclassifications			Consolidated
Revenue:
Service	$	—		$	291,407		$	32,667			(1,157	)	$	322,917
Product		—			3,983			9,781			—			13,764
		—			295,390			42,448			(1,157	)		336,681
Service expenses		—			189,611			22,759			(1,157	)		211,213
Product expenses		—			3,337			7,158			—			10,495
Selling, general and administrative expenses		9,966			30,839			8,473			—			49,278
Depreciation and amortization		391			47,712			3,586			—			51,689
Income (loss) before interest and taxes		(10,357	)		23,891			472			—			14,006
Interest expense		14,547			1,905			57			(2,051	)		14,458
Interest income		(2,057	)		(2	)		(2	)		2,051			(10	)
Equity in earnings of consolidated affiliates		(14,787	)		(832	)		—			15,619			—
Income (loss) before taxes		(8,060	)		22,820			417			(15,619	)		(442	)
Taxes		(7,724	)		8,033			(415	)		—			(106	)
Net income (loss)	$	(336	)	$	14,787		$	832		$	(15,619	)	$	(336	)

16

Condensed Consolidated Statement of Cash Flows
Quarter Ended March 31, 2010

							Non-
				Guarantor			guarantor			Eliminations/
	Parent			Subsidiaries			Subsidiaries			Reclassifications			Consolidated
Cash provided by:
Net income (loss)	$	(2,762	)	$	13,354		$	5,929		$	(19,283	)	$	(2,762	)
Items not affecting cash:
Equity in earnings of consolidated affiliates		(13,354	)		(5,929	)		—			19,283			—
Depreciation and amortization		332			41,706			3,281			—			45,319
Other		3,302			(1,285	)		(18	)		—			1,999
Changes in operating assets and liabilities		13,373			(12,300	)		(4,826	)		(322	)		(4,075	)
Net cash provided by (used in) operating activities		891			35,546			4,366			(322	)		40,481
Investing activities:
Additions to property, plant and equipment		—			(11,004	)		(339	)		—			(11,343	)
Inter-company receipts		29,631			—			—			(29,631	)		—
Proceeds from the disposal of capital assets		—			450			68			—			518
Net cash provided by (used in) investing activities		29,631			(10,554	)		(271	)		(29,631	)		(10,825	)
Financing activities:
Repayments of long-term debt		—			(35	)		(2	)		—			(37	)
Repayments of notes payable		(1,069	)		—			—			—			(1,069	)
Inter-company borrowings		—			(24,818	)		(4,813	)		29,631			—
Proceeds from issuances of common stock		696			—			—			—			696
Purchase of treasury shares		(1,383	)		—			—			—			(1,383	)
Other		94			—			—			—			94
Net cash provided by (used in) financing activities		(1,662	)		(24,853	)		(4,815	)		29,631			(1,699	)
Effect of exchange rate changes on cash		—			—			122			—			122
Change in cash and cash equivalents		28,860			139			(598	)		(322	)		28,079
Cash and cash equivalents, beginning of period		64,871			519			17,001			(5,031	)		77,360
Cash and cash equivalents, end of period	$	93,731		$	658		$	16,403		$	(5,353	)	$	105,439

Condensed Consolidated Statement of Cash Flows
Quarter Ended March 31, 2009

				Guarantor			Non-guarantor			Eliminations/
	Parent			Subsidiaries			Subsidiaries			Reclassifications			Consolidated
	(in thousands)
Cash provided by:
Net income (loss)	$	(336	)	$	14,787		$	832		$	(15,619	)	$	(336	)
Items not affecting cash:
Equity in earnings of consolidated affiliates		(14,787	)		(832	)		—			15,619			—
Depreciation and amortization		391			47,712			3,586			—			51,689
Other		3,914			5,151			6,385			—			15,450
Changes in operating assets and liabilities		60,622			7,999			(9,029	)		5,961			65,553
Net cash provided by operating activities		49,804			74,817			1,774			5,961			132,356
Investing activities:
Additions to property, plant and equipment		(88	)		(11,754	)		(986	)		—			(12,828	)
Inter-company receipts		65,731			—			421			(66,152	)		—
Proceeds from the disposal of capital assets		—			7,066			90			—			7,156
Net cash provided by (used in) investing activities		65,643			(4,688	)		(475	)		(66,152	)		(5,672	)
Financing activities:
Issuances of long-term debt		1,641			—			1,505			—			3,146
Repayments of long-term debt		(117,638	)		(3,621	)		(1,788	)		—			(123,047	)
Repayments of notes payable		(1,353	)		—			—			—			(1,353	)
Inter-company borrowings (repayments)		—			(66,152	)		—			66,152			—

17

				Guarantor			Non-guarantor			Eliminations/
	Parent			Subsidiaries			Subsidiaries			Reclassifications			Consolidated
	(in thousands)
Proceeds from issuances of common stock		25			—			—			—			25
Other		(53	)		—			—			—			(53	)
Net cash provided by (used in) financing activities		(117,378	)		(69,773	)		(283	)		66,152			(121,282	)
Effect of exchange rate changes on cash		—			—			286			—			286
Change in cash and cash equivalents		(1,931	)		356			1,302			5,961			5,688
Cash and cash equivalents, beginning of period		25,399			936			5,078			(12,323	)		19,090
Cash and cash equivalents, end of period	$	23,468		$	1,292		$	6,380		$	(6,362	)	$	24,778

13. Recent accounting pronouncements and authoritative literature:

     In May 2009, the FASB issued a standard regarding subsequent events that provides guidance as when an entity should recognize events or transactions occurring after a balance sheet date in its financial statements and the necessary disclosures related to these events. Specifically, the entity should recognize subsequent events that provide evidence about conditions that existed at the balance sheet date, including significant estimates used to prepare financial statements. Originally, this standard required entities to disclose the date through which subsequent events had been evaluated and whether that date was the date the financial statements were issued or the date the financial statements were available to be issued. We adopted this accounting standard effective June 30, 2009 and applied its provisions prospectively. In February 2010, the FASB modified this standard to eliminate the requirement for an SEC filing entity to disclose the date through which subsequent events have been evaluated. Therefore, we omitted the disclosure in this Quarterly Report on Form 10-Q as of March 31, 2010.

     In January 2010, the FASB issued “Fair Value Measurements and Disclosure (Topic 820)” which clarified the disclosure requirements of existing U.S. GAAP related to fair value measurements. This standard requires additional disclosures about recurring and non-recurring fair value measurements as follows: (1) for transfers in and out of Level 1 and Level 2 fair value measurements, as those terms are currently defined in existing authoritative literature, a reporting entity is required to disclose the amount of the movement between levels and an explanation for the movement; (2) for activity at Level 3, primarily fair value measurements based on unobservable inputs, a reporting entity is required to present separately information about purchases, sales, issuances and settlements, as opposed to presenting such transactions on a net basis; (3) in the event of a disaggregation, a reporting entity is required to provide fair value measurement disclosure for each class of assets and liabilities; and (4) a reporting entity is required to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for items that fall in either Level 2 or Level 3. These disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements for which disclosure becomes effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. This standard did not impact our financial position, results of operations and cash flows as of and for the quarter ended March 31, 2010.

     On March 30, 2010, the President of the United States signed the Health Care and Education Reconciliation Act of 2010, which is a reconciliation bill that amends the Patient Protection and Affordable Care Act that was signed by the President on March 23, 2010. We are currently awaiting guidance from the FASB and SEC related to the implications of this new legislation on accounting and disclosure requirements. We expect that this legislation will have an impact on our financial position, results of operations and cash flows, but we cannot determine the extent of the impact at this time.

14. Subsequent Events:

     In April 2010, we received federal income tax refunds totaling $43.7 million in connection with our 2009 federal income tax return, partially resulting from the realization of certain net operating loss carry backs for fiscal years 2006, 2007 and 2008.

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     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements and information in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about us and the oil and gas industry. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. These forward-looking statements involve risks and uncertainties that may be outside of our control and could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: market prices for oil and gas, the level of oil and gas drilling, economic and competitive conditions, capital expenditures, regulatory changes and other uncertainties. Other factors that could cause our actual results to differ from our projected results are described in: (1) Part II, “Item 1A. Risk Factors” and elsewhere in this report, (2) our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, (3) our reports and registration statements filed from time to time with the SEC and (4) other announcements we make from time to time. In light of these risks, uncertainties and assumptions, the forward-looking events discussed below may not occur. Unless otherwise required by law, we undertake no obligation to update publicly any forward-looking statements, even if new information becomes available or other events occur in the future.

     The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect” and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements.

     Reference to “Complete,” the “Company,” “we,” “our” and similar phrases used throughout this Quarterly Report on Form 10-Q relate collectively to Complete Production Services, Inc. and its consolidated subsidiaries.

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

     The following discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes as of March 31, 2010 and for the quarters ended March 31, 2010 and 2009, included elsewhere herein.

Overview

     We are a leading provider of specialized services and products focused on helping oil and gas companies develop hydrocarbon reserves, reduce operating costs and enhance production. We focus on basins within North America that we believe have attractive long-term potential for growth, and we deliver targeted, value-added services and products required by our customers within each specific basin. We believe our range of services and products positions us to meet the many needs of our customers at the wellsite, from drilling and completion through production and eventual abandonment. We manage our operations from regional field service facilities located throughout the U.S. Rocky Mountain region, Texas, Oklahoma, Louisiana, Arkansas, Pennsylvania, western Canada, Mexico and Southeast Asia.

     We operate in three business segments:

     Completion and Production Services. Through our completion and production services segment, we establish, maintain and enhance the flow of oil and gas throughout the life of a well. This segment is divided into the following primary service lines:

• Intervention Services. Well intervention requires the use of specialized equipment to perform an array of wellbore services. Our fleet of intervention service equipment includes coiled tubing units, pressure pumping units, nitrogen units, well service rigs, snubbing units and a variety of support equipment. Our intervention services provide customers with innovative solutions to increase production of oil and gas.

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• Downhole and Wellsite Services. Our downhole and wellsite services include electric-line, slickline, production optimization, production testing, rental and fishing services.

• Fluid Handling. We provide a variety of services to help our customers obtain, move, store and dispose of fluids that are involved in the development and production of their reservoirs. Through our fleet of specialized trucks, frac tanks and other assets, we provide fluid transportation, heating, pumping and disposal services for our customers.

     Drilling Services. Through our drilling services segment, we provide services and equipment that initiate or stimulate oil and gas production by providing land drilling and specialized rig logistics services. Our drilling rigs operate primarily in and around the Barnett Shale region of north Texas.

     Product Sales. We provide oilfield service equipment and refurbishment of used equipment through our Southeast Asian business, and we provide repair work and fabrication services for our customers at a business located in Gainesville, Texas.

     Substantially all service and rental revenue we earn is based upon a charge for a period of time (an hour, a day, a week) for the actual period of time the service or rental is provided to our customer or on a fixed per-stage-completed fee. Product sales are recorded when the actual sale occurs and title or ownership passes to the customer.

General

     The primary factors influencing demand for our services and products are the level of drilling and workover activity of our customers and the complexity of such activity, which in turn, depends on current and anticipated future oil and gas prices, production depletion rates and the resultant levels of cash flows generated and allocated by our customers to their drilling and workover budgets. As a result, demand for our services and products is cyclical, substantially depends on activity levels in the North American oil and gas industry and is highly sensitive to current and expected oil and natural gas prices.

     We consider the drilling and well service rig counts to be an indication of spending by our customers in the oil and gas industry for exploration and development of new and existing hydrocarbon reserves. These spending levels are a primary driver of our business, and we believe that our customers tend to invest more in these activities when oil and gas prices are at higher levels, are increasing, or are expected to increase. The following tables summarize average North American drilling and well service rig activity, as measured by Baker Hughes Incorporated (“BHI”) and the Cameron International Corporation/Guiberson /AESC Service Rig Count for “Active Rigs.”:

AVERAGE RIG COUNTS

	Quarter		Quarter		Year
	Ended		Ended		Ended
	3/31/10		3/31/09		12/31/09
BHI Rotary Rig Count:
U.S. Land		1,300		1,287		1,046
U.S. Offshore		46		57		44
Total U.S.		1,346		1,344		1,090
Canada		469		332		222
Total North America		1,815		1,676		1,312

Source: BHI (www.BakerHughes.com)

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	Quarter		Quarter		Year
	Ended		Ended		Ended
	3/31/10		3/31/09		12/31/09
Cameron International Corporation/Guiberson/AESC Well Service Rig Count (Active Rigs):
United States		1,729		1,975		1,722
Canada		484		548		457
Total North America		2,213		2,523		2,179

Source: Cameron International Corporation/Guiberson/AESC Well Service Rig Count for “Active Rigs,” formerly the Weatherford/AESC Service Rig Count for “Active Rigs.”

Outlook

     Market conditions during 2009 were challenging as oil and gas prices declined from historical highs in 2008 due to a number of macro-economic factors, resulting in reduced drilling and completion related activities by our customers. Throughout 2009, our operating results reflected this decline in activity as equipment was under-utilized and we experienced unfavorable pricing for our services and products. In response to these market conditions we decreased our level of investment in capital expenditures relative to the prior years, and implemented cost-saving measures. In addition, we recorded impairment charges related to our drilling rigs totaling $36.2 million, as well as impairments of goodwill and other intangible assets which totaled $97.6 million and $2.5 million, respectively. Throughout 2009, our focus was on lowering the costs of our operations and support functions, while remaining responsive to our customers’ needs for quality services.

     During the first quarter of 2010, we have begun to see favorable trends for most of our business lines, particularly our pressure pumping business, and in most of our operating areas utilization levels began to improve. Although we cannot be certain that these improvements will continue, the improving global economy and the resulting increases in oil prices along with the need for our customers to hold recently acquired acreage should create incentives to maintain, if not expand, activity in liquids-rich fields and emerging basins such as the Bakken Shale in North Dakota, the Eagle-Ford Shale in south Texas, the Marcellus Shale in Pennsylvania and the Haynesville Shale in Louisiana. However, activity levels in the more mature gas markets are less certain and may experience declines due to current natural gas prices. In addition, we believe that any near-term growth will be largely related to multi-stage, horizontal well completions. Since we have invested heavily in equipment that is configured for horizontal completions, we believe we are well positioned to be opportunistic in the basins in which we serve our customers.

     Our long-term growth strategy has not changed. We seek to increase our internal capital investment by maximizing our equipment utilization, adding like-kind equipment and expanding our service and product offerings. We plan to grow externally by acquiring complementary businesses to expand our service offerings in a current operating area or to extend our geographical footprint into targeted basins. In 2009, we reduced our overall capital investment to $38.5 million, and we did not complete any business acquisitions. For 2010, we expect to spend between $70.0 million and $80.0 million for capital investment, and we are evaluating business acquisition opportunities. We may exceed $80.0 million in capital investments if additional attractive investment opportunities are identified.

Recent Transactions

     In March 2009, our Canadian subsidiary exchanged certain non-monetary assets with a net book value of $9.3 million related to our production testing business for certain e-line assets of a competitor. We recorded a non-cash loss on the transaction of $4.9 million, which represented the difference between the carrying value and the fair market value of the assets surrendered. We believe the e-line assets will generate incremental future cash flows compared to the production testing assets exchanged.

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Critical Accounting Policies and Estimates

     The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the use of estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, and provide a basis for making judgments about the carrying value of assets and liabilities that are not readily available through open market quotes. Estimates and assumptions are reviewed periodically, and actual results may differ from those estimates under different assumptions or conditions. We must use our judgment related to uncertainties in order to make these estimates and assumptions.

     For a description of our critical accounting policies and estimates as well as certain sensitivity disclosures related to those estimates, see our Annual Report on Form 10-K for the year ended December 31, 2009. Our critical accounting policies and estimates have not changed materially during the quarter ended March 31, 2010.

Results of Operations

										Percent
	Quarter			Quarter			Change			Change
	Ended			Ended			2010/			2010/
	3/31/10			3/31/09			2009			2009
	(unaudited, in thousands)
Revenue:
Completion and production services	$	266,288		$	287,526		$	(21,238	)		(7	%)
Drilling services		35,104			35,391			(287	)		(1	%)
Product sales		8,312			13,764			(5,452	)		(40	%)
Total	$	309,704		$	336,681		$	(26,977	)		(8	%)
Adjusted EBITDA:
Completion and production services	$	57,756		$	66,224		$	(8,468	)		(13	%)
Drilling services		5,419			6,887			(1,468	)		(21	%)
Product sales		1,562			2,551			(989	)		(39	%)
Corporate		(8,829	)		(9,967	)		1,138			(11	%)
Total	$	55,908		$	65,695		$	(9,787	)		(15	%)

“Corporate” includes amounts related to corporate personnel costs, other general expenses and stock-based compensation charges.

“Adjusted EBITDA” consists of net income (loss) from continuing operations before net interest expense, taxes, depreciation and amortization, non-controlling interest and impairment loss. Adjusted EBITDA is a non-GAAP measure of performance. We use Adjusted EBITDA as the primary internal management measure for evaluating performance and allocating additional resources because our management considers it an important supplemental measure of our performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We regularly evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates by using Adjusted EBITDA. In addition, we use Adjusted EBITDA in evaluating acquisition targets. Management also believes that Adjusted EBITDA is a useful tool for measuring our ability to meet our future debt service, capital expenditures and working capital requirements, and Adjusted EBITDA is commonly used by us and our investors to measure our ability to service indebtedness. Adjusted EBITDA is not a substitute for the GAAP measures of earnings or cash flow and is not necessarily a measure of our ability to fund our cash needs. In addition, it should be noted that companies calculate EBITDA differently and, therefore, EBITDA has material limitations as a performance measure because it excludes interest expense, taxes, depreciation and amortization and non-controlling interest. The calculation of Adjusted EBITDA is different from the calculation of “EBITDA,” as defined and used in our credit facilities. For a discussion of the definition of “EBITDA” under our existing credit facilities, as recently amended, see Note 7, Long-term debt in the Notes to Consolidated Financial Statements to our Annual Report on Form 10-K for the year ended December 31, 2009. The following table reconciles Adjusted EBITDA for the quarters ended

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March 31, 2010 and 2009 to the most comparable U.S. GAAP measure, operating income (loss).

Reconciliation of Adjusted EBITDA to Most Comparable U.S. GAAP Measure—Operating Income (Loss)

	Completion
	and
	Production		Drilling		Product
	Services		Services		Sales		Corporate			Total
	(unaudited, in thousands)
Quarter Ended March 31, 2010
Adjusted EBITDA, as defined	$	57,756	$	5,419	$	1,562	$	(8,829	)	$	55,908
Depreciation and amortization	$	39,793	$	4,458	$	576	$	492		$	45,319
Operating income (loss)	$	17,963	$	961	$	986	$	(9,321	)	$	10,589
Quarter Ended March 31, 2009
Adjusted EBITDA, as defined	$	66,224	$	6,887	$	2,551	$	(9,967	)	$	65,695
Depreciation and amortization	$	44,926	$	5,548	$	634	$	581		$	51,689
Operating income (loss)	$	21,298	$	1,339	$	1,917	$	(10,548	)	$	14,006

     We do not allocate net interest expense or tax expense to our operating segments.

     Below is a discussion of our operating results by segment for these periods.

Quarter Ended March 31, 2010 Compared to the Quarter Ended March 31, 2009 (Unaudited)

     Revenue

     Revenue for the quarter ended March 31, 2010 decreased by $27.0 million, or 8%, to $309.7 million from $336.7 million for the same period in 2009. The changes by segment were as follows:

• Completion and Production Services. Segment revenue decreased $21.2 million, or 7%, for the quarter primarily due to lower pricing caused by an overall decline in investment by our customers in oil and gas exploration and development activities which began in late 2008 and continued throughout 2009. Activity levels began to improve during the latter part of the fourth quarter of 2009, but pricing remains below the levels we experienced for the first quarter of 2009.

• Drilling Services. Segment revenue decreased $0.3 million, or 1%, for the quarter. On a year-over-year basis, this business segment has been impacted by lower utilization rates and pricing in our contract drilling operations and lower pricing in our rig logistics business. The drilling services segment has benefitted from a number of long rig moves in the first quarter of 2010, as customers reposition assets to emerging markets such as the Bakken Shale and Eagle-Ford Shale.

• Product Sales. Segment revenue decreased $5.5 million, or 40%, for the quarter primarily at our fabrication and repair business in Texas. During the first quarter of 2009, we completed several projects including a well service rig for a customer and sold several large inventory items. This business had less activity during the first quarter of 2010, as a result of the overall decline in spending by our customers on new equipment.

     Service and Product Expenses

     Service and product expenses include labor costs associated with the execution and support of our services, materials used in the performance of those services and other costs directly related to the support and maintenance of equipment. These expenses decreased $8.8 million, or 4%, to $212.9 million for the quarter ended March 31, 2010 from $221.7 million for the quarter ended March 31, 2009. The following table summarizes service and product expenses as a percentage of revenues for the quarters ended March 31, 2010 and 2009:

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Service and Product Expenses as a Percentage of Revenue

	Quarter Ended
Segment:	3/31/10			3/31/09			Change
Completion and production services		68	%		65	%		3	%
Drilling services		75	%		70	%		5	%
Product sales		74	%		76	%		(2	%)
Total		69	%		66	%		3	%

     Service and product expenses as a percentage of revenue increased for the quarter ended March 31, 2010 compared to the same period in 2009. Margins by business segment were primarily impacted by lower revenue as described in more detail below.

• Completion and Production Services. Service and product expenses as a percentage of revenue for this business segment increased when comparing the quarter ended March 31, 2010 to the same period in 2009 due to lower revenue in the first quarter of 2010 and cost-saving measures implemented in late 2008 and early 2009.

• Drilling Services. Service and product expenses as a percentage of revenue for this business segment increased for the quarter ended March 31, 2010 compared to the same period in 2009 due to lower revenue and the benefit received from the aforementioned cost-saving measures.

• Product Sales. Service and product expenses as a percentage of revenue for the products segments decreased for the quarter ended March 31, 2010 compared to the same period in 2009. Impacting the results for the first quarter of 2009 was the sale of several large inventory items at lower margins. Therefore, although year-over-year sales were down for the products business, the mix of product sales for the first quarter of 2010 was more favorable than that of the comparable quarter in 2009.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses include salaries and other related expenses for our selling, administrative, finance, information technology and human resource functions. Selling, general and administrative expenses decreased $8.4 million, or 17%, for the quarter ended March 31, 2010 to $40.9 million from $49.3 million during the quarter ended March 31, 2009. Included in the results for the quarter ended March 31, 2009 was a $4.9 million loss on a non-monetary exchange of assets in Canada. In addition, the year-over-year results were impacted by the timing of cost-saving measures implemented by management during the first quarter of 2009 in response to unfavorable market conditions. As a percentage of revenues, selling, general and administrative expense was 13% and 15% for the quarters ended March 31, 2010 and 2009, respectively.

     Depreciation and Amortization

     Depreciation and amortization expense decreased $6.4 million, or 12%, to $45.3 million for the quarter ended March 31, 2010 from $51.7 million for the quarter ended March 31, 2009. The decrease in depreciation and amortization expense was primarily due to asset retirements in 2009, including impairments taken related to our drilling rig business in Texas during the third quarter of 2009. As a percentage of revenue, depreciation and amortization was 15% for the quarters ended March 31, 2010 and 2009.

     Taxes

     We recorded a tax benefit of $1.3 million for the quarter ended March 31, 2010 at an effective rate of approximately 33% and a tax benefit of $0.1 million for the quarter ended March 31, 2009 at an effective rate of approximately 24%. The effective rate for the quarter ended March 31, 2009 was impacted by a $4.9 million loss on a non-monetary asset exchange in Canada.

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Liquidity and Capital Resources

     The disruption in the credit markets which occurred in 2008 and 2009 resulted in a significant adverse impact on the availability of credit from a number of financial institutions. We are not currently a party to any interest rate swaps, currency hedges or derivative contracts of any type and have no exposure to commercial paper or auction rate securities markets. We will continue to closely monitor our liquidity and the overall health of the credit markets. However, we cannot predict with any certainty the impact that any further disruption in the credit environment would have on us.

     Our primary liquidity needs are to fund capital expenditures and general working capital. In addition, we have historically obtained capital to fund strategic business acquisitions. Our primary sources of funds have been cash flow from operations, proceeds from borrowings under bank credit facilities, a private placement of debt that was subsequently exchanged for publicly registered debt and the issuance of equity securities in our initial public offering.

     As of March 31, 2010, we had working capital, net of cash, of $206.5 million and cash and cash equivalents of $105.4 million, compared to working capital, net of cash, of $200.8 million and cash and cash equivalents of $77.4 million at December 31, 2009. Our working capital, net of cash, remained relatively consistent at March 31, 2010 and December 31, 2009. Cash increased primarily due to collection of trade receivables.

     We anticipate that we will rely on cash generated from operations, borrowings under our amended revolving credit facility, future debt offerings and/or future public equity offerings to satisfy our liquidity needs. We believe that funds from these sources, or funds received from our newly amended credit facility, will be sufficient to meet both our short-term working capital requirements and our long-term capital requirements. If our plans or assumptions change, are inaccurate, or if we make further acquisitions, we may have to raise additional capital. Our ability to fund planned capital expenditures and to make acquisitions will depend upon our future operating performance, and more broadly, on the availability of equity and debt financing, which will be affected by prevailing economic conditions in our industry, and general financial, business and other factors, some of which are beyond our control. In addition, new debt obtained could include service requirements based on higher interest paid and shorter maturities and could impose a significant burden on our results of operations and financial condition. The issuance of additional equity securities could result in significant dilution to stockholders.

     On October 13, 2009, we completed an amendment to our existing revolving credit facilities (the “Third Amendment”) which modified the structure of the credit facility to an asset-based facility subject to borrowing base restrictions. This amendment provided us with less restrictive financial debt covenants and reduced borrowing capacity under the facility. We believe the amended revolving credit facility will allow us to better manage our cash flow needs, provide greater certainty of access to funds in the future and allow us to use our asset base for future financing needs.

     The following table summarizes cash flows by type for the periods indicated (in thousands):

	Quarters Ended
	March 31,
	2010			2009
Cash flows provided by (used in):
Operating activities	$	40,481		$	132,356
Investing activities		(10,825	)		(5,672	)
Financing activities		(1,699	)		(121,282	)

     Net cash provided by operating activities decreased $91.9 million for the quarter ended March 31, 2010 compared to the same period in 2009. This decrease in operating cash flows in the first quarter of 2010 was primarily due to higher cash receipts in 2009 as trade receivables were collected. As market conditions deteriorated, sales declined and fewer new receivables were recorded, thereby generating higher operating cash flows in 2009 relative to 2010. Also impacting operating cash flows was the timing of payroll related accruals at March 31, 2010 relative to March 31, 2009.

     Net cash used in investing activities increased by $5.2 million for the quarter ended March 31, 2010

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compared to the same period in 2009. This was primarily driven by lower cash proceeds from the disposal of assets during the first quarter of 2010 compared to the same period in 2009, partially offset by a $1.5 million decrease in capital spending in the first quarter of 2010 compared to the same period in 2009.

     Net cash used in financing activities was $1.7 million for the quarter ended March 31, 2010 compared to $121.3 million for the same period in 2009. In the first quarter of 2009, we repaid $119.9 million of net borrowings under our debt facilities. No borrowings or repayments were made under these debt facilities for the first quarter of 2010. Our long-term debt, including current maturities, was $650.2 million as of March 31, 2010 and December 31, 2009.

     We believe that our cash balance, operating cash flows and borrowing capacity will be sufficient to fund our operations for the next twelve months.

Dividends

     We did not pay dividends on our $0.01 par value common stock during the quarter ended March 31, 2010 or during the years ended December 31, 2009, 2008 and 2007. We do not intend to pay dividends in the foreseeable future, but rather plan to build our cash balance near-term and reinvest such funds in our business. Furthermore, our credit facility contains restrictive debt covenants which preclude us from paying future dividends on our common stock.

Description of Our Indebtedness

Senior Notes.

     On December 6, 2006, we issued 8.0% senior notes with a face value of $650.0 million through a private placement of debt. These notes mature in 10 years, on December 15, 2016, and require semi-annual interest payments, paid in arrears and calculated based on an annual rate of 8.0%, on June 15 and December 15, of each year, which commenced on June 15, 2007. There was no discount or premium associated with the issuance of these notes. The senior notes are guaranteed by all of our current domestic subsidiaries. The senior notes have covenants which, among other things: (1) limit the amount of additional indebtedness we can incur; (2) limit restricted payments such as a dividend; (3) limit our ability to incur liens or encumbrances; (4) limit our ability to purchase, transfer or dispose of significant assets; (5) limit our ability to purchase or redeem stock or subordinated debt; (6) limit our ability to enter into transactions with affiliates; (7) limit our ability to merge with or into other companies or transfer all or substantially all of our assets; and (8) limit our ability to enter into sale and leaseback transactions. We have the option to redeem all or part of these notes on or after December 15, 2011. Additionally, we may redeem some or all of the notes prior to December 15, 2011 at a price equal to 100% of the principal amount of the notes plus a make-whole premium.

     Pursuant to a registration rights agreement with the holders of our 8.0% senior notes, on June 1, 2007, we filed a registration statement on Form S-4 with the SEC which enabled these holders to exchange their notes for publicly registered notes with substantially identical terms. These holders exchanged 100% of the notes for publicly traded notes on July 25, 2007. On August 28, 2007, we entered into a supplement to the indenture governing the 8.0% senior notes, whereby additional domestic subsidiaries became guarantors under the indenture. Effective April 1, 2009, we entered into a second supplement to this indenture whereby additional domestic subsidiaries became guarantors under the indenture.

Credit Facility.

     We maintain a senior secured facility (the “Credit Agreement”) with Wells Fargo Bank, National Association, as U.S. Administrative Agent, HSBC Bank Canada, as Canadian Administrative Agent, and certain other financial institutions. On October 13, 2009, we entered into the Third Amendment (the Credit Agreement after giving effect to the Third Amendment, the “Amended Credit Agreement”) and modified the structure of our existing credit facility to an asset-based facility subject to borrowing base restrictions. In connection with the Third Amendment, Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC) replaced Wells Fargo Bank, National Association, as U.S. Administrative Agent and also serves as U.S. Issuing Lender and U.S. Swingline Lender under the Amended Credit Agreement. The Amended Credit Agreement provides for a U.S. revolving credit facility of up to $225 million that matures

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in December 2011 and a Canadian revolving credit facility of up to $15 million (with Integrated Production Services Ltd., one of our wholly-owned subsidiaries, as the borrower thereof (“Canadian Borrower”)) that matures in December 2011. The Amended Credit Agreement includes a provision for a “commitment increase”, as defined therein, which permits us to effect up to two separate increases in the aggregate commitments under the Amended Credit Agreement by designating one or more existing lenders or other banks or financial institutions, subject to the bank’s sole discretion as to participation, to provide additional aggregate financing up to $75 million, with each committed increase equal to at least $25 million in the U.S., or $5 million in Canada, and in accordance with other provisions as stipulated in the Amended Credit Agreement. Certain portions of the credit facilities are available to be borrowed in U.S. dollars, Canadian dollars and other currencies approved by the lenders.

     We were in compliance with the fixed charge coverage ratio covenant in the Amended Credit Agreement as of March 31, 2010. For a discussion of the methodology to calculate the borrowing base for the U.S. and Canadian portions of the facility, as well as our debt covenant requirements, prepayment options and potential exposure in the event of a default under the Amended Credit Agreement, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K as of December 31, 2009.

     All of the obligations under the U.S. portion of the Amended Credit Agreement are secured by first priority liens on substantially all of our assets and the assets of our U.S. subsidiaries as well as a pledge of approximately 66% of the stock of our first-tier foreign subsidiaries. Additionally, all of the obligations under the U.S. portion of the Amended Credit Agreement are guaranteed by substantially all of our U.S. subsidiaries. The obligations under the Canadian portion of the Amended Credit Agreement are secured by first priority liens on substantially all of our assets and the assets of our subsidiaries (other than our Mexican subsidiary). Additionally, all of the obligations under the Canadian portion of the Amended Credit Agreement are guaranteed by us as well as certain of our subsidiaries.

     Subject to certain limitations set forth in the Amended Credit Agreement, we have the ability to elect how interest under the Amended Credit Agreement will be computed. Interest under the Amended Credit Agreement may be determined by reference to (1) the London Inter-bank Offered Rate, or LIBOR, plus an applicable margin between 3.75% and 4.25% per annum (with the applicable margin depending upon our “excess availability amount”, as defined in the Amended Credit Agreement) or (2) the “Base Rate” (which means the higher of the Prime Rate, Federal Funds Rate plus 0.50%, 3-month LIBOR plus 1.00% and 3.50%), plus the applicable margin, as described above. For the period from the effective date of the Third Amendment until the six month anniversary of the effective date of the Third Amendment, interest will be computed as described above with an applicable margin rate of 4.00%. If an event of default exists or continues under the Amended Credit Agreement, advances will bear interest as described above with an applicable margin rate of 4.25% plus 2.00%. Additionally, if an event of default exists under the Amended Credit Agreement, as defined therein, the lenders could accelerate the maturity of the obligations outstanding thereunder and exercise other rights and remedies. Interest is payable monthly.

     There were no borrowings outstanding under our U.S. or Canadian revolving credit facilities as of or during the quarter ended March 31, 2010. There were letters of credit outstanding under the U.S. revolving portion of the facility totaling $54.6 million, which reduced the available borrowing capacity as of March 31, 2010. We incurred fees related to our letters of credit for the quarter ended March 31, 2010 which was calculated using a 360-day provision, at 4.1% per annum. The net excess availability under our borrowing base calculations for the U.S. and Canadian revolving facilities at March 31, 2010 was $104.4 million and $9.9 million respectively.

     We will incur unused commitment fees under the Amended Credit Agreement ranging from 0.50% to 1.00% based on the average daily balance of amounts outstanding. The unused commitment fees were calculated at 1.00% as of March 31, 2010.

Outstanding Debt and Commitments

     Our contractual commitments have not changed materially since December 31, 2009.

     We have entered into agreements to purchase certain equipment for use in our business. The manufacture of this equipment requires lead-time and we generally are committed to accept this equipment at the time of delivery, unless arrangements have been made to cancel delivery in accordance with the

27

purchase agreement terms. We believe that our cash on hand, available borrowing capacity under our credit facilities and our operating cash flows should be sufficient to fund our firm purchase commitments.

     We expect to continue to acquire complementary companies and evaluate potential acquisition targets. We may use cash from operations, proceeds from future debt or equity offerings and borrowings under our amended revolving credit facility for this purpose.

Recent Accounting Pronouncements and Authoritative Guidance

     In May 2009, the Financial Accounting Standards Board (“FASB”) issued a standard regarding subsequent events that provides guidance as when an entity should recognize events or transactions occurring after a balance sheet date in its financial statements and the necessary disclosures related to these events. Specifically, the entity should recognize subsequent events that provide evidence about conditions that existed at the balance sheet date, including significant estimates used to prepare financial statements. Originally this standard required entities to disclose the date through which subsequent events had been evaluated and whether that date was the date the financial statements were issued or the date the financial statements were available to be issued. We adopted this accounting standard effective June 30, 2009 and applied its provisions prospectively. In February 2010, the FASB modified this standard to eliminate the requirement for an SEC entity to disclose the date through which subsequent events have been evaluated. Therefore, we omitted the disclosure in this Quarterly Report on Form 10-Q as of March 31, 2010.

     In January 2010, the FASB issued “Fair Value Measurements and Disclosure (Topic 820)” which clarified the disclosure requirements of existing U.S. GAAP related to fair value measurements. This standard requires additional disclosures about recurring and non-recurring fair value measurements as follows: (1) for transfers in and out of Level 1 and Level 2 fair value measurements, as those terms are currently defined in existing authoritative literature, a reporting entity is required to disclose the amount of the movement between levels and an explanation for the movement; (2) for activity at Level 3, primarily fair value measurements based on unobservable inputs, a reporting entity is required to present separately information about purchases, sales, issuances and settlements, as opposed to presenting such transactions on a net basis; (3) in the event of a disaggregation, a reporting entity is required to provide fair value measurement disclosure for each class of assets and liabilities; and (4) a reporting entity is required to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for items that fall in either Level 2 or Level 3. These disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, for which disclosure becomes effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. This standard did not impact our financial position, results of operations and cash flows as of and for the quarter ended March 31, 2010.

     On March 30, 2010, the President of the United States signed the Health Care and Education Reconciliation Act of 2010, which is a reconciliation bill that amends the Patient Protection and Affordable Care Act that was signed by the President on March 23, 2010. We are currently awaiting guidance from the FASB and SEC related to the implications of this new legislation on accounting and disclosure requirements. We expect that this legislation will have an impact on our financial position, results of operations and cash flows, but we cannot determine the extent of the impact at this time.

Off Balance Sheet Arrangements

     We have entered into operating lease arrangements for our light vehicle fleet, certain of our specialized equipment and for our office and field operating locations in the normal course of business. The terms of the facility leases range from monthly to ten years. The terms of the light vehicle leases range from three to four years. The terms of the specialized equipment leases range from monthly to seven years.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     The demand, pricing and terms for oil and gas services provided by us are largely dependent upon the level of activity for the U.S. and Canadian gas industry. Industry conditions are influenced by numerous

28

factors over which we have no control, including, but not limited to: the supply of and demand for oil and gas; the level of prices, and expectations about future prices, of oil and gas; the cost of exploring for, developing, producing and delivering oil and gas; the expected rates of declining current production; the discovery rates of new oil and gas reserves; available pipeline and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil-producing countries; technical advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and gas producers to raise equity capital and debt financing; and merger and divestiture activity among oil and gas producers.

     The level of activity in the U.S. and Canadian oil and gas exploration and production industry is volatile. No assurance can be given that our expectations of trends in oil and gas production activities will reflect actual future activity levels or that demand for our services will be consistent with the general activity level of the industry. Any prolonged substantial reduction in oil and gas prices would likely affect oil and gas exploration and development efforts and therefore affect demand for our services. A material decline in oil and gas prices or U.S. and Canadian activity levels could have a material adverse effect on our business, financial condition, results of operations and cash flows.

     For the quarter ended March 31, 2010, approximately 7% of our revenues and approximately 4% of our total assets were denominated in Canadian dollars, our functional currency in Canada. As a result, a material decrease in the value of the Canadian dollar relative to the U.S. dollar may negatively impact our revenues, cash flows and net income. Each one percentage point change in the value of the Canadian dollar would have impacted our revenues for the quarter ended March 31, 2010 by approximately $0.2 million. We do not currently use hedges or forward contracts to offset this risk.

     Our Mexican operation uses the U.S. dollar as its functional currency, and as a result, all transactions and translation gains and losses are recorded currently in the financial statements. The balance sheet amounts are translated into U.S. dollars at the exchange rate at the end of the month and the income statement amounts are translated at the average exchange rate for the month. We estimate that a hypothetical one percentage point change in the value of the Mexican peso relative to the U.S. dollar would have impacted our revenues for the quarter ended March 31, 2010 by approximately $0.1 million. Currently, we conduct a portion of our business in Mexico in the local currency, the Mexican peso.

Item 4. Controls and Procedures.

     Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such terms are defined in Rules 13a — 15(e) and 15d — 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2010 at the reasonable assurance level.

     There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

     In the normal course of our business, we are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including warranty and product liability claims and occasional claims by individuals alleging exposure to hazardous materials, on the job injuries and fatalities as a result of our products or operations. Many of the claims filed against us relate to motor vehicle accidents which can result in the loss of life or serious bodily injury. Some of these claims relate to matters occurring prior to our acquisition of businesses. In certain cases, we are entitled to indemnification from the sellers of such businesses.

     Although we cannot know or predict with certainty the outcome of any claim or proceeding or the effect such outcomes may have on us, we believe that any liability resulting from the resolution of any of these matters, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our financial position, results of operations or liquidity.

     We have historically incurred additional insurance premium related to a cost-sharing provision of our general liability insurance policy, and we cannot be certain that we will not incur additional costs until either existing claims become further developed or until the limitation periods expire for each respective policy year. Any such additional premiums should not have a material adverse effect on our financial position, results of operations or liquidity.

Item 1A. Risk Factors.

     Our business faces many risks. Any of the risks discussed elsewhere in this Form 10-Q or our other SEC filings, could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. For a detailed discussion of the risk factors that should be understood by any investor contemplating investment in our stock, please refer to the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009. There has been no material change to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     In accordance with the provisions of the 2008 Incentive Award Plan, holders of unvested restricted stock were given the option to either remit to us the required withholding taxes associated with the vesting of restricted stock, or to authorize us to repurchase shares equivalent to the cost of the withholding tax and to remit the withholding taxes on behalf of the holder. Such repurchases for the quarter ended March 31, 2010 are summarized in the following table:

							(d)
							Maximum
							Number (or
							Approximate
					(c) Total		Dollar
					number of		Value) of
					Shares		shares
					Purchased		that May
			(b)		as Part of		Yet Be
			Average		Publicly		Purchased
	(a) Total Number		Price		Announced		Under the
	of Shares		Paid per		Plans or		Plans or
Period	Purchased		Share		Programs		Programs
January 1 — 31, 2010		109,360	$	12.53		*		*
March 1 — 31, 2010		902	$	14.06		*		*

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* We do not have a publicly announced stock repurchase program. We had 1,715,942 shares of non-vested restricted stock outstanding at March 31, 2010. The holders of these shares have the option to either remit taxes due related to the vesting of these shares or to authorize us to purchase the shares at the current market value in a sufficient amount to settle the related tax withholding. The amount purchased will depend on the market value at the time and whether or not the holders choose to surrender shares in settlement of the related tax withholding.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

     The exhibits listed in the accompanying Exhibit Index are incorporated by reference into this Item 6.

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SIGNATURE

     Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMPLETE PRODUCTION SERVICES, INC.
Date: April 30, 2010	By:	/s/ Jose A. Bayardo
		Jose A. Bayardo
		Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

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EXHIBIT INDEX

Exhibit
No.		Exhibit Title
10.1*+	—	Complete Production Services, Inc. Amended and Restated Deferred Compensation Plan
31.1*	—	Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) and Rule 15a — 14(a) of the Securities and Exchange Act of 1934, as Amended
31.2*	—	Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) and Rule 15a — 14(a) of the Securities and Exchange Act of 1934, as Amended
32.1*	—	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	—	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed or furnished herewith.
+	Management employment agreements, compensatory arrangements or option plans.

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EX-10.1

Exhibit 10.1

COMPLETE PRODUCTION SERVICES, INC.

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

Amended and Restated effective as of January 1, 2009
(except as otherwise specifically provided herein)

COMPLETE PRODUCTION SERVICES, INC.
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

PREAMBLE		Page No.
ARTICLE I ESTABLISHMENT OF PLAN AND PURPOSE			1
ARTICLE II DEFINITIONS AND CONSTRUCTION			2
2.1	Definitions		2
2.2	Construction		5
2.3	Governing Law		5
ARTICLE III PARTICIPATION AND PARTICIPANT ELECTIONS			6
3.1	Participation		6
3.2	Participant Elections		6
3.3	Cessation of Participation		7
ARTICLE IV EMPLOYER MATCHING CONTRIBUTIONS			9
4.1	Employer Matching Contributions		9
ARTICLE V MAINTENANCE OF PARTICIPANT ACCOUNTS			10
5.1	Establishment of Participant Accounts		10
5.2	Valuation of Accounts		10
5.3	Deemed Investment Benchmarks		10
5.4	Statement of Participant Accounts		11
ARTICLE VI DISTRIBUTION OF BENEFITS			12
6.1	Distribution of Benefits to Employee		12
6.2	Distribution of Benefits to Director		12
ARTICLE VII DEATH BENEFITS			13
7.1	Death Benefits		13
ARTICLE VIII ADMINISTRATION			14
8.1	The Appointment Committee		14
8.2	Powers and Duties of the Administrative Committee		14
8.3	Participant as a Administrative Committee Member		14
8.4	Claims Procedure		15

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PREAMBLE		Page No.
ARTICLE IX MISCELLANEOUS PROVISIONS			16
9.1	No Commitment as to Employment		16
9.2	Indemnification of Board of Directors, Administrative Committee and Others		16
9.3	Amendment; Termination		16
9.4	Binding Effect		16
9.5	Construction of Plan		16
9.6	Validity of Plan		16
9.7	Title To Assets		16
9.8	Inalienability of Benefits		17
9.9	Payment of Benefits		17
9.10	Tax Withholding		17
ARTICLE X SOURCE OF PAYMENT OF BENEFITS			18
10.1	Source of Payment of Benefits		18

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ARTICLE I

ESTABLISHMENT OF PLAN AND PURPOSE

Complete Production Services, Inc. (the “Company”), adopted and established the Complete Production Services, Inc. Deferred Compensation Plan (the “Plan”), effective as of January 1, 2009 (the “Effective Date”), and amended effective as of May 1, 2009. The Plan is hereby amended and restated as of January 1, 2009, except as otherwise provided herein. The Plan shall apply to all Eligible Employees and Directors who become Participants on or after the Effective Date.

The purpose of the Plan is to advance the interests of the Company by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business, as well as to attract and retain Directors of outstanding competence and ability. The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan and to reward such Directors for outstanding performance.

It is the intention of the Company that the Plan meet all of the requirements necessary to qualify as a nonqualified, unfunded, unsecured plan of deferred compensation (for a select group of management or highly compensated employees) within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and all Plan provisions shall be interpreted accordingly. Further, it is the intention of the Company for the Plan to meet all of the requirements of Code Section 409A and any regulations or guidance promulgated thereunder so that all amounts deferred on behalf of a Participant hereunder shall not be includible in the income of the Participant until distributed to the Participant.

1

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions. Where the following words and phrases appear in this Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:

(a)	Account. A bookkeeping account of a Participant’s interest in the Plan represented by the Employer Matching Contributions, Employer Discretionary Contributions, Employee Contributions and Director Contributions made on behalf of the Participant, with all earnings thereon credited to such contributions and all losses, expenses and distributions thereon debited from such contributions, A Participant’s Account shall consist of the following subaccounts (as applicable): the Participant’s Employer Matching Contribution Account, the Participant’s Employer Discretionary Contribution Account, the Participant’s Employee Contribution Account and the Participant’s Director Contribution Account.
(b)	Administrative Committee. The Complete Production Services, Inc. Deferred Compensation Plan Administrative Committee appointed to administer the Plan in accordance with Article VIII.
(c)	Affiliated Employer. Affiliated Employer means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code Section 414(o).
(d)	Appointment Committee. The Complete Production Services, Inc. Deferred Compensation Plan Appointment Committee appointed by the Board of Directors of the Company which is responsible for designating members of the Administrative Committee pursuant to Article VIII.
(e)	Beneficiary. The person or persons designated by the Participant, as provided in Article VII, to receive any payments otherwise due the Participant under this Plan in the event of Participant’s death.
(f)	Board of Directors. The Board of Directors of the Company.
(g)	Base Compensation. The base compensation paid by the Employer to a Participant for services rendered while a Participant, including but not limited to, regular base salary, any amounts deferred by the Participant under this Plan, elective contributions made on the Participant’s behalf pursuant to a Qualified Plan or a plan maintained under Section 125 of the Code, and any other reductions of such Participant’s remuneration, but excluding any bonus.

2

(h)	Bonus. Each annual bonus, if any, paid by the Employer to or for the benefit of a Participant for services rendered or labor performed while a Participant, including but not limited to, any amounts deferred by the Participant under this Plan, elective contributions made on the Participant’s behalf pursuant to a Qualified Plan or a plan maintained under Section 125 of the Code, and any other reductions of such Participant’s remuneration.
(i)	Code. The Internal Revenue Code of 1986, as amended from time to time.
(j)	Company. Complete Production Services, Inc., a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.
(k)	Compensation. In the case of an Employee, Base Compensation and/or Bonus, and in the case of a Director, the compensation payable to the Director for services on the Board, including annual retainer, meeting, and all other specified fees.
(l)	Director. A non-Employee member of the Board of Directors of the Company.
(m)	Director Contribution Account. The record of a Director’s interest in the Plan represented by the Director Contributions made on behalf of the Director, with all earnings therein credited to such Director Contributions on behalf of the Director, and all losses, expenses and distributions thereon debited from such Director’s Contributions. A Director Contribution Account shall be one hundred percent (100%) vested at all times.
(n)	Director Contributions. The Compensation deferrals that the Employer may make to a Participant’s Director Contribution Account pursuant to the Election Form executed by the Director under this Plan.
(o)	Effective Date. The effective date of the Plan is January 1, 2009.
(p)	Election Form. The document executed by a Participant pursuant to which the Participant elects to defer a percentage (or fixed amount) of the Participant’s Compensation.
(q)	Eligible Employee. An Employee who is a member of a select group of management or a highly compensated employee who in the sole and exclusive judgment of the Administrative Committee, because of his or her position and responsibilities, contributes materially to the continued growth, development and future business success of the Employer.
(r)	Employee. A person employed by the Employer.
(s)	Employee Contributions. The Compensation deferrals that the Employer may make to a Participant’s Employee Contribution Account in accordance with Section 3.2 of the Plan.

3

(t)	Employee Contribution Account. The record of the interest in the Plan of a Participant who is an Employee represented by the Employee Contributions made on behalf of the Participant, with all earnings thereon credited to such Employee Contributions on behalf of the Participant and all losses, expenses and distributions thereon debited from such Employee Contributions, A Participant’s Employee Contribution Account shall be one hunched percent (100%) vested at all times.
(u)	Employer. The Company and any Affiliated Employer.
(v)	Employer Discretionary Contributions. The discretionary contributions, if any, that the Employer may make to a Participant’s Employer Discretionary Contribution Account or to a Participant’s Director Contribution Account.
(w)	Employer Discretionary Contributions Account. The record of the interest in the Plan of a Participant who is an Employee represented by the Employer Discretionary Contributions made on behalf of the Participant, with all earnings thereon credited to such Employer Discretionary Contributions on behalf of the Participant and all loses, expenses and distributions thereon debited from such Employer Discretionary Contributions. A Participant’s Employer Discretionary Contribution Account shall be one hundred percent (100%) vested at all times,
(x)	Employer Matching Contributions. The contributions, if any, that the Employer may make to a Participant’s Employer Matching Contribution Account or to a Participant’s Director Contribution Account.
(y)	Employer Matching Contribution Account. The record of the interest in the Plan of a Participant who is an Employee represented by the Employer Matching Contributions made on behalf of the Participant, with all earnings thereon credited to such Employer Matching Contributions on behalf of the Participant and all losses, expenses and distributions thereon debited from such Employer Matching Contributions. A Participant’s Employer Matching Contribution Account shall be one hundred percent (100%) vested at all times.
(z)	ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.
(aa)	Net Compensation. Compensation excluding amounts deferred by the Participant under this Plan.
(bb)	Participant. An Eligible Employee or a Director who becomes a Participant in the Plan pursuant to Article III of this Plan.
(cc)	Plan. Complete Production Services, Inc. Deferred Compensation Plan, set forth herein, as amended and restated from time to time.
(dd)	Plan Year. The twelve (12) month period beginning on January 1st and ending on December 31st.

4

(ee)	Qualified Plan. The Complete Production Services 401(k) Retirement and Savings Plan as in force and effect on the Effective Date and as may be amended from time to time thereafter and as applicable to the Participant.
(ff)	Rabbi Trust. Rabbi Trust means a grantor trust established by the Company for purposes of setting aside funds for the payment of benefits under the Plan. All assets of such trust shall at all times be subject to the claims of the Employer’s general creditors and no Participant shall have a claim to any assets of a Rabbi Trust established pursuant to this Plan.
(gg)	Separation from Service. Separation from Service means the “separation from service” of a Participant, as defined in Treasury Regulation Section 1.409A-1(h).
(hh)	Trustee. Trustee means the individuals or institution appointed by the Employer in an agreement establishing a Rabbi Trust and any successor trustee as may be named.
(ii)	Valuation Date. Each and every business day that the New York Stock Exchange is open.

2.2 Construction. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may include the plural and vice versa, unless the context clearly indicates to the contrary.

2.3 Governing Law. The Plan shall be construed in accordance with and governed by the laws of the State of Texas to the extent not preempted by federal law.

5

ARTICLE III

PARTICIPATION AND PARTICIPANT ELECTIONS

3.1 Participation. The Administrative Committee shall, from time to time, select those Employees who shall he Eligible Employees as well as Directors who shall be eligible to participate. Participation in the Plan shall be limited to Eligible Employees who meet such other eligibility criteria as the Administrative Committee may establish from time to time and those Directors as selected by the Administrative Committee.

A Participant selected for participation in this Plan in accordance with this Section 3.1 shall become a Participant on the first day of the month coinciding with or next following his or her selection as a Participant; provided, however, that Participants who are determined by the Administrative Committee to be eligible as of the Effective Date shall be eligible as of the Effective Date.

3.2 Participant Elections.

An Employee who becomes eligible to participate in the Plan in accordance with Section 3.1 above may complete an Election Form to elect to defer the present payment by the Employer of up to ninety percent (90%) (or a fixed dollar amount) of the Participant’s Base Compensation earned during the following Plan Year (or for such shorter period as specified in the Participant’s Election Form) and/or up to ninety percent (90%) of the Participant’s Bonus earned during the following Plan Year, and instead have such amounts credited to the Participant’s Employee Contribution Account. The Compensation otherwise currently payable to the Participant shall be reduced by the amount of such Participant’s Employee Contribution. The Participant shall specify in the Election Form the effective date to which the deferral election with respect to the Participant’s Base Compensation shall commence for the following Plan Year. If the Participant does not specify the effective date to which the deferral election with respect to the Participant’s Base Compensation shall commence, such deferral election shall commence on the first day of the Plan Year to which such Election Form relates.

In addition, subject to the Administrative Committee’s consent, the Employee may elect at the time of his or her initial deferral with respect to Base Compensation and/or Bonus deferred with respect to each Plan Year to receive payment of such deferred Base Compensation and/or Bonus (including any adjustments thereto based upon any deemed investment adjustments), or any specific portion thereof, upon the earlier of a fixed date (which is at least two (2) years after the Plan Year of such deferrals), as specified by the Participant on the Election Form, the Participant’s death or the date that is the first day of the seventh calendar month following the Participant’s Separation from Service. A separate election may be made each Plan Year with respect to that Plan Year’s deferred Base Compensation and Bonus.

A Director who becomes eligible to participate in the Plan in accordance with Section 3.1 above may complete an Election Form to elect to defer the present payment by the Employer of up to one hundred percent (100%) (or a fixed dollar amount) of the Participant’s Compensation relating to services on the Board, including the annual retainer, meeting and other specified fees, earned during the following Plan Year, and instead have that amount credited to the Participant’s

6

Director Contribution Account. The Compensation otherwise currently payable to the Participant shall be reduced by the amount of such Participant’s Director Contribution. The Participant shall specify in the Election Form the effective date to which deferral election of the Participant’s Compensation shall commence for the following Plan Year. If the Participant does not specify the effective date to which such deferral election shall commence, the deferral election shall commence on the first day of the Plan Year to which such Election Form relates.

In addition, subject to the Administrative Committee’s consent, the Director may elect at the time of his or her initial deferral with respect to Compensation deferred with respect to each Plan Year to receive payment of such Compensation (including any adjustments thereto based upon any deemed investment adjustments), or any specific portion thereof, upon the earlier of a fixed date (which is at least two (2) years after the Plan Year of such deferrals), as specified by the Director on the Election Form, the Director’s death or the date of the Director’s Separation from Service. A separate election may be made each Plan Year with respect to that Plan Year’s Compensation.

The Election Form must be completed and submitted to the Employer prior to the date specified by the Administrative Committee, but in any event prior to the last day of each calendar year prior to the Plan Year in which the services are performed giving rise to the Compensation. The Election Form once made shall be irrevocable as of the last day of the calendar year prior to the Plan Year for which it is made. A Participant who first becomes a Participant after the commencement of a Plan Year may make a deferral election with respect to the portion of Compensation earned in such Plan Year after the date of the election, provided, that such Participant makes such deferral election by completing and submitting the Election Form to the Employer prior to the date specified by the Administrative Committee but not later than thirty (30) days after first becoming eligible to participate and provided further, that such Election Form once made shall be irrevocable.

Except with respect to a Participant who first becomes a Participant mid-Plan Year, a Participant shall complete an Election Form each Plan Year, to be effective as of the next following Plan Year, and such Election Form shall be irrevocable as of the last day of the calendar year prior to the Plan Year for which it is made. A Participant’s Election Form shall remain in force and effect for the entire Plan Year (or a portion thereof), to which such deferral election relates.

For any deferral elections made prior to January 1, 2009, deferral elections may be made in accordance with the transition guidance contained and Notice 2007-86 and all other IRS transitional guidance and delivered to the Administrative Committee on or before December 31, 2008. Any such deferral election shall be made in the manner designated by the Administrative Committee.

3.3 Cessation of Participation. If any Participant does not incur a Separation from Service but ceases to be an Eligible Employee then, during the period that such Participant is not an Eligible Employee such Participant’s Account shall continue to be adjusted as provided in Article V hereof.

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3.4 Performance-Based Compensation. Subject to the limitations described below, the Administrative Committee may determine that an irrevocable deferral election for an amount that qualifies as “Performance-Based Compensation” may be made by submitting an Election Form on or before the deadline established by the Administrative Committee, which in no event shall be later than six (6) months before the end of the performance period (for example, if the performance period is a calendar year, no later than June 30 of such calendar year). For purposes of this Plan, “Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months, as determined by the Administrative Committee in accordance with Treasury Regulation §1.409A-1(e).

In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.4, the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.4 be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

8

ARTICLE IV

EMPLOYER MATCHING CONTRIBUTIONS

4.1 Employer Matching Contributions. This Section 4.1 shall be effective as of May 1, 2009. For the Plan Year ending on December 31, 2009, for each Participant who elects to make Employee Contributions, the Employer shall credit to such Participant’s Employer Matching Contribution Account, an Employer Matching Contribution equal to one dollar ($1.00) for every dollar ($1.00) credited as Employee Contributions attributable to deferrals from the Participant’s Compensation payable during the period commencing on January 1, 2009 and ending on April 30, 2009, up to the following limit:

(a) Four percent (4%) times the Participant’s Compensation payable during the period commencing on January 1, 2009 and ending on April 30, 2009, minus (b) $3,267.

No Employer Matching Contributions shall be credited in respect of a Participant’s Employee Contributions attributable to deferrals from such Participant’s Compensation payable during the period commencing on May 1, 2009 and ending on December 31, 2009.

The Company may establish an Employer Matching Contribution formula, which may be amended or adjusted by the Company from time to time pursuant to appropriate action taken by the Administrative Committee; provided, however, that the Employer Matching Contribution formula may not be amended or adjusted in such a manner as to eliminate or reduce Employer Matching Contributions that previously have been credited to a Participant’s Account.

Employer Matching Contributions shall be credited to the Participant’s Employer Matching Contribution Account as soon as administratively feasible following the end of the Plan Year, or such earlier date as shall be determined by the Administrative Committee.

In addition, the Employer may, in its sole discretion, make an additional Employer Discretionary Contribution in any amount with respect to any Participant as it shall determine in its sole discretion, and shall credit such Employer Discretionary Contribution to the Participant’s Employer Discretionary Contribution Account or Director Contribution Account.

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ARTICLE V

MAINTENANCE OF PARTICIPANT ACCOUNTS

5.1 Establishment of Participant Accounts. Separate Accounts shall be established and maintained for each Participant, and more than one such Account may be established and maintained for a Participant, as deemed necessary by the Administrative Committee for administrative purposes. A Participant’s Account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind unless set aside in a Rabbi Trust. The Administrative Committee shall determine the balance of each Account, as of each Valuation Date, by adjusting the balance of such Account as of each Valuation Date to reflect changes in the value of the deemed investment benchmarks thereof, credits and debits pursuant to this Article V, and distributions pursuant to Article VI hereof. All costs, charges, and expenses incurred in connection with the administration of the Plan may be paid by the Employer or allocated among the Accounts of the Participants as determined by the Administrative Committee in its discretion.

5.2 Valuation of Accounts. Each Participant’s Account is a bookkeeping account, the value of which shall be based upon the performance of deemed investment benchmarks designated by the Administrative Committee or the Participant as selected by the Administrative Committee. Notwithstanding the foregoing, the terms of this Plan place no obligation upon the Employer to invest or to continue to invest any portion of the amounts in the Account, to invest in or to continue to invest in any specific asset, to liquidate any particular investment, or to apply in any specific manner the proceeds from the sale, liquidation, or maturity of any particular investment. The Employer assumes no risk of any decrease in the value of any investments or the Participant’s Account, and the Employer’s sole obligations are to maintain the Participant’s Account and make payments to the Participant or the Participant’s beneficiaries as herein provided.

5.3 Deemed Investment Benchmarks. Deemed Investment Benchmarks shall be established under the Plan as follows.

(a) Investment Direction. In the Administrative Committee’s discretion, each Participant may be entitled to direct the manner in which the Participant’s Account will be deemed to be invested, by selecting among the deemed investment benchmarks permitted under the Plan and specified by the Participant in accordance with procedures established by the Administrative Committee. The deemed investment benchmarks shall be those investment fund options specified by the Administrative Committee. Notwithstanding anything to the contrary herein, earnings and losses based on deemed investment benchmarks investment elections made by the Participant or selected by the Administrative Committee shall begin to accrue as of the date such Participant’s Employer Matching Contributions, Employer Discretionary Contributions, Employee Contributions and Director Contributions are credited to the Participant’s Account. A designation of deemed investment benchmark shall continue in effect unless and until amended with the submission of a new designation in accordance with

10

	Section 5.3(b) below. Each successive designation of deemed investment benchmarks for a Participant’s Accounts may be applicable to either future contributions to or the cumulative balance of the Participant’s Account, or to both, at the election of the Participant.
(b)	Transfers Among Deemed Investment Benchmarks. Amounts credited to a Participant’s Account may be transferred among deemed investment benchmarks pursuant to an allocation election which may be made according to procedures established by the Administrative Committee. Such allocation election shall be effective as of the date determined in accordance with such procedures.
(c)	Continuation of Deemed Investment Benchmarks. Credits to a Participant’s Account in accordance with this Article V shall continue until the Account balance is paid in full to the Participant or the Participant’s Beneficiary.

5.4 Statement of Participant Accounts. The Administrative Committee shall provide periodically to each Participant a statement setting forth the balance of such Participant’s Account as of the end of the most recently completed accounting period, in such form as the Administrative Committee deems desirable. Such statements shall be provided to Participants no less frequently than annually.

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ARTICLE VI

DISTRIBUTION OF BENEFITS

6.1 Distribution of Benefits to Employee. Subject to Sections 3.2 and 6.3, in the case of a Participant who is an Employee, the Participant’s vested Account balance (or applicable portion thereof) shall be distributable upon the earliest to occur of: (a) the fixed date as specified by the Participant in accordance with the Participant’s Election Form, (b) the Participant’s death, and (c) the Participant’s Separation from Service, and such distribution shall be paid in a single lump sum distribution during the thirty (30) day period commencing on the applicable date or event described in (a) or (b) or, in the case of the applicable event described in (c), commencing on the first day of the seventh calendar month following the Participant’s Separation from Service.

6.2 Distribution of Benefits to Director. Subject to Sections 3.2 and 6.3, in the case of a Participant who is a Director, the Participant’s vested Account balance (or applicable portion thereof) shall be distributable upon the earliest to occur of: (a) the fixed date specified by the Participant in accordance with the Participant’s Election Form, (b) the Participant’s death, and (c) the Participant’s Separation from Service, and such distribution shall be paid in a single lump sum distribution during the thirty (30) day period commencing on the applicable date or event described in (a), (b) or (c).

6.3 Six-Month Delay. In the event a Participant’s vested Account balance (or any portion thereof) becomes distributable to such Participant upon the Participant’s Separation from Service, and such Participant is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), on the date of such Participant’s Separation from Service, the distribution of such Participant’s vested Account balance (or such portion thereof) shall be delayed in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, and such payment shall be paid in a single lump sum distribution to the Participant during the thirty (30) day period commencing on the earlier of (a) the first day of the seventh calendar month following the Participant’s Separation from Service, or (b) the date of the Participant’s death.

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ARTICLE VII

DEATH BENEFITS

7.1 Death Benefits. Any Plan benefits not distributed prior to the Participant’s death shall be paid to the Beneficiary designated by the Participant under this Plan, or if no such Beneficiary is designated, the Administrative Committee shall distribute such Plan benefits to the Participant’s surviving spouse or if the Participant has no surviving spouse, to the legal representative of the Participant’s estate. A Beneficiary designation, or revocation of a prior Beneficiary designation, shall be effective if it is made in writing on a form provided by the Administrative Committee, signed by the Participant and received and accepted by the Administrative Committee. All payments and distributions pursuant to this Section 7.1 shall he in single lump sum within ninety (90) days after the Participant’s death.

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ARTICLE VIII

ADMINISTRATION

8.1 The Appointment Committee. The Appointment Committee shall appoint and remove the Trustee and members of the Administrative Committee from time to time as it deems necessary.

8.2 Powers and Duties of the Administrative Committee. The Plan shall be administered by the Administrative Committee. The Administrative Committee shall:

(a)	determine and designate from time to time the Eligible Employees and Directors eligible to participate;
(b)	interpret the Plan;
(c)	prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan;
(d)	employ agents, attorneys, accountants or other persons (who also may he employed by or represent the Company) for such purposes as the Administrative Committee considers necessary or desirable in connection with its duties hereunder; and
(e)	make such factual or other determinations and take such other action as authorized by this Plan or as it deems necessary or advisable. Any interpretation, determination, or other action made or taken by the Administrative Committee shall be final, binding, and conclusive on all interested parties. The Administrative Committee may, in its sole discretion, impose limitations, restrictions and conditions on the Participants’ rights to receive benefits as set forth in the Participant’s Election Form.

8.3 Participant as a Administrative Committee Member. In the event the Administrative Committee exercises any discretionary authority under the Plan with respect to a Participant who is a member of the Administrative Committee, such discretionary authority shall be exercised solely and exclusively by those members of the Administrative Committee other than the Participant. In the event the remaining members of the Administrative Committee cannot reach a majority conclusion, the Appointment Committee shall appoint a temporary substitute Administrative Committee member to exercise all the powers of a qualified Administrative Committee member concerning the matter in which such Participant cannot so act or for which there is a deadlock.

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8.4 Claims Procedure. The Administrative Committee shall make all determinations in its sole discretion as to the right of any Participant or Beneficiary to a benefit under the Plan. Any denial by the Administrative Committee of a claim for benefits under the Plan by a Participant or Beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Participant within ninety (90) days after receipt by the Administrative Committee of the Participant’s or Beneficiary’s claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice thereof shall be provided to the Participant or Beneficiary before the end of this ninety (90) day period. The extension shall not exceed ninety (90) days from the end of the initial ninety (90) day period. The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Administrative Committee expects to render its determination. Any notice of denial of benefits under the Plan shall set forth the specific reasons for the denial and reference to the specific Plan provisions on which the denial is based. The notice shall describe any additional information or material necessary to complete the claim, an explanation of why the information or material is necessary, and a description of the Plan’s claim review procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. In addition, the Administrative Committee shall afford a reasonable opportunity to any Participant or Beneficiary whose claim for benefits has been denied to submit a written request that the decision denying the claim be reviewed by the Administrative Committee. This appeal shall be filed within sixty (60) days after the receipt by the Participant or Beneficiary of the notice informing him of the Administrative Committee’s denial of the Participant’s or Beneficiary’s claim. Failure to file such an appeal by the Participant or Beneficiary shall result in the forfeiture by such Participant of such right. The appeal procedure shall provide a claimant with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, shall provide that a claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and shall provide for a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted in the initial benefit determination. The Administrative Committee shall notify the Participant of its decision in writing within sixty (60) days after receipt by the Administrative Committee of the Participant’s or Beneficiary’s appeal, unless an extension of time for processing the appeal is required. If such an extension is required, written notice thereof shall be provided to the Participant or Beneficiary before the end of this sixty (60) day period. The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Administrative Committee expects to render its determination. The extension shall not exceed sixty (60) days from the end of the initial sixty (60) day period. The decision of the Administrative Committee shall be final and binding on all parties. If the appeal is denied, the Administrative Committee shall provide notice of the denial to the Participant or Beneficiary. The notice shall include the specific reason or reasons for the adverse determination, reference to the specific Plan provisions on which the benefit determination is based, a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

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ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 No Commitment as to Employment. The adoption and maintenance of this Plan shall not enlarge or otherwise affect the terms and conditions of a Participant’s employment by the Employer, and the Employer may terminate or otherwise modify the terms and conditions of employment of the Participant as freely and with the same effect as if the Plan had not been established. The Participant shall remain subject to discharge as if the Plan had never been adopted. The Plan does not alter any employment-at-will relationship which may exist between the Employer and the Participant.

9.2 Indemnification of Board of Directors, Administrative Committee and Others. No member of the Company’s Board of Directors, the Administrative Committee, the Appointment Committee, nor any officer or employee of the Company acting on behalf of the Company, the Board of Directors, the Administrative Committee, or the Appointment Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Company’s Board of Directors, the Administrative Committee, the Appointment Committee, and each officer or employee of the Company acting on their behalf shall, to the extent permitted by law and the Company’s by-laws and other organizational documents, be fully indemnified and protected by the Employer in respect to any such action, determination or interpretation.

9.3 Amendment; Termination. The Plan may be altered or amended in whole or in part, at any time and from time to time, by the Company, in its sole discretion. No amendment shall adversely affect a Participant without the Participant’s consent, except to the extent required to comply with applicable law. The Company reserves the right to terminate this Plan at any time.

The Company, in its discretion, may terminate the Plan and distribute benefits to Participants subject to the requirements in Treasury Regulation Section 1.409A-3(j)(4)(ix) and any other requirements specified under Section 409A of the Code and the Treasury Regulations and interpretive guidance issued thereunder.

9.4 Binding Effect. This Plan shall be binding upon and inure to the benefit of the Employer, its successors and assigns, and the Participants and their beneficiaries, heirs, assigns and personal representatives.

9.5 Construction of Plan. The captions used in the Plan are for convenience only and shall not be construed in interpreting the Plan. Whenever the context so requires in this Plan, the masculine shall include the feminine and neuter, and the singular shall also include the plural, and conversely.

9.6 Validity of Plan. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

9.7 Title To Assets. No Participant or beneficiary shall have any right to, or interest in, any assets of the Employer upon the Participant’s Separation from Service or otherwise, except as provided from time to time under this Plan.

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9.8 Inalienability of Benefits. The right of any Participant or the participant’s beneficiary to any benefit or payment under the Plan shall not be subject to alienation or assignment, and to the fullest extent permitted by law, shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a Participant or the Participant’s beneficiary who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

9.9 Payment of Benefits. Whenever any benefit is to be paid to or for the benefit of any person who is then a minor or determined to be incompetent by qualified medical advice, the Company need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of such minor or incompetent, or to cause the same to he paid to such minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of such minor or incompetent if one has been appointed or to cause the same to be used for the benefit of such minor or incompetent.

9.10 Tax Withholding. The Employer may withhold all applicable taxes prior to payment of any Plan benefits.

17

ARTICLE X

SOURCE OF PAYMENT OF BENEFITS

10.1 Source of Payment of Benefits. The Plan is a nonqualified, unfunded, deferred compensation plan. Therefore, all benefits owing under the Plan shall be paid out of the Employer’s general corporate funds, which are subject to the claims of creditors, or out of a Rabbi Trust that the Employer shall establish; provided, that all assets paid into any such trust shall at all times before actual payment to a Participant remain subject to the claims of general creditors of the Employer. Neither the Participant nor a Participant’s Beneficiary shall have any right, title or interest whatever in or to, or any claim, preferred or otherwise, in or to, any particular assets of the Employer as a result of participation in the Plan, or any trust that the Employer may establish to aid in providing the payments described in the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust or a fiduciary relationship of any kind between the Employer and a Participant. No Participant shall acquire any interest greater than that of an unsecured creditor in any assets of the Employer or in any trust that the Employer may establish for the purposes of paying benefits hereunder.

The Company shall establish a Rabbi Trust and fund such trust for the purpose of paying benefits owing under the Plan. Such Rabbi Trust will be established within ninety (90) days after the Effective Date of the Plan.

18

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer
of Complete Production Services, Inc.
Pursuant to Rule 13a — 14(a) and Rule 15a — 14(a)
of the Securities and Exchange Act, as Amended

I, Joseph C. Winkler, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Complete Production Services, Inc. (the “Registrant”);
2.	Based on my knowledge, this quarterly 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 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: April 30, 2010	By:	/s/ Joseph C. Winkler
		Joseph C. Winkler
		Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer
of Complete Production Services, Inc.
Pursuant to Rule 13a — 14(a) and Rule 15a — 14(a)
of the Securities and Exchange Act, as Amended

I, Jose A. Bayardo, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Complete Production Services, Inc. (the “Registrant”);
2.	Based on my knowledge, this quarterly 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 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: April 30, 2010	By:	/s/ Jose A. Bayardo
		Jose A. Bayardo
		Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification By
Joseph C. Winkler, Chief Executive Officer
of Complete Production Services, Inc.
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

I, Joseph C. Winkler, Chief Executive Officer of Complete Production Services, Inc. (the “Company”), hereby certify that the accompanying quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed by the Company with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

I further certify that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2010	By:	/s/ Joseph C. Winkler
		Joseph C. Winkler
		Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report of the Company, pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

Certification By
Jose A. Bayardo, Chief Financial Officer
of Complete Production Services, Inc.
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

I, Jose A. Bayardo, Chief Financial Officer of Complete Production Services, Inc. (the “Company”), hereby certify that the accompanying quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2010 filed by the Company with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

I further certify that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2010	By:	/s/ Jose A. Bayardo
		Jose A. Bayardo
		Vice President and Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report of the Company, pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.