8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2007

COMPLETE PRODUCTION SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-32858 (Commission File Number)	72-1503959 (IRS Employer Identification No.)
11700 Old Katy Road, Suite 300 Houston, Texas (Address of principal executive offices)		77079 (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

     On July 24, 2007, Complete Production Services, Inc. issued a press release announcing its results of operations for the quarter and six months ended June 30, 2007. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and its contents are hereby incorporated by reference into this report.

     The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this Report and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1      Press release issued on July 24, 2007

SIGNATURE

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

Date: July 25, 2007

Complete Production Services, Inc.
By:	/s/ J. Michael Mayer
	J. Michael Mayer
	Senior Vice President and Chief Financial Officer

COMPLETE PRODUCTION SERVICES, INC.
EXHIBIT INDEX TO FORM 8-K

EXHIBIT NO.	ITEM
99.1	Press release issued on July 24, 2007

EX-99.1

EXHIBIT 99.1

Complete Production Services, Inc. Second Quarter
Earnings Increase 65%

HOUSTON, July 24, 2007 (Business Wire) — Complete Production Services, Inc. (NYSE: CPX) today reported a 65% increase in second quarter income from continuing operations to $43.8 million, or $0.60 per diluted share, compared with income from continuing operations of $26.6 million, or $0.39 per diluted share for the second quarter of 2006. Revenue for the quarter was $410.7 million, up 55% over the second quarter of 2006. Operating income increased to $83.9 million for the quarter, up 66% compared to the second quarter of 2006 operating income, with operating income margins at 20.4% and 19.1% for the quarters, respectively.

“I am pleased to report another quarter of solid results for Complete,” noted Joe Winkler, Chairman and Chief Executive Officer, “especially in light of the stronger than average seasonal downturn in Canada, and the heavy rainfall and flooding encountered during the quarter in some of our most active areas.”

Second quarter 2007 earnings before interest, taxes, depreciation and amortization (EBITDA, as defined below), totaled $117.4 million, up 74% over the prior year. EBITDA margins increased to 28.6% in the quarter, up from 25.5% in the second quarter of 2006 due primarily to strong performance in the Completion and Production Services segment.

Revenues for the Completion and Production Services segment for the second quarter of 2007 were $307.2 million, up 68% over the prior year, with EBITDA of $101.2 million compared to $49.3 million for the second quarter of the prior year. EBITDA margins for the segment were 32.9%, up from 26.9% in the prior year quarter. “The significant revenue growth and excellent margin contributions were the result of our long-term strategies to selectively position ourselves in basins which we believe will have the strongest activity levels and to invest in the best people and equipment,” commented Mr. Winkler. “We will continue to execute our plan throughout the remainder of 2007.”

Drilling Services revenue was $60.2 million for the second quarter of 2007, up 18% over the prior year quarter with EBITDA margins of 31.6%, and Product Sales revenue increased 44% to $43.3 million for the second quarter of 2007, with EBITDA margins of 12.6%.

Complete Production Services, Inc. is a leading oilfield service provider focused on the completion and production phases of oil and gas wells. The company has established a significant presence in unconventional gas plays in North America that it believes have the highest potential for long-term growth.

Conference Call

Complete will hold a conference call to discuss second quarter 2007 results on Wednesday, July 25 at 11:00 a.m. Central Time. To participate in the live conference call, dial (866) 831-6243 at least ten minutes prior to the scheduled start of the call. When prompted, provide the passcode: 19022240. The conference call will be available for replay beginning at 2:00 p.m., July 25, 2007, and will be available until August 1, 2007. To access the conference call replay, please call (888) 286-8010 and use the passcode: 65835333. The call is also being webcast and can be accessed at our website at www.completeproduction.com.

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risk and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry. The company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release.

Management evaluates the performance of Complete’s operating segments using a non-GAAP financial measure, EBITDA. EBITDA is calculated as net income from continuing operations before net interest expense, taxes, depreciation and amortization and minority interest. EBITDA is not a substitute for the GAAP measures of earnings and cash flow. EBITDA is used in this press release because our management considers it an important supplemental measure of performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

For more information, please contact:

Mike Mayer
Senior Vice President and Chief Financial Officer
281-372-2311
mmayer@completeproduction.com

Jose Bayardo
Vice President, Corporate Development and Investor Relations
281-372-2325
jbayardo@completeproduction.com

Complete Production Services, Inc.
Consolidated Statements of Operations
For the Quarters and Six Months Ended June 30, 2007 and 2006
(in thousands except per share data)

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue:
Services	$	367,405		$	234,420		$	733,440		$	469,539
Products		43,310			30,116			84,342			57,343
		410,715			264,536			817,782			526,882
Cost of services		204,364			139,323			407,877			274,834
Cost of products		33,654			21,942			65,465			41,825
General and administrative expense		55,344			35,752			105,914			72,198
Depreciation and amortization		33,492			16,999			62,462			32,606
		326,854			214,016			641,718			421,463
Operating income		83,861			50,520			176,064			105,419
Interest expense		15,064			9,488			30,689			20,170
Interest income		(316	)		(1,015	)		(528	)		(1,022	)
Income from continuing operations before minority interest and taxes		69,113			42,047			145,903			86,271
Minority interest, net of tax		(205	)		(161	)		56			144
Income from continuing operations before taxes		69,318			42,208			145,847			86,127
Tax provision		25,535			15,607			54,714			32,611
Income from continuing operations		43,783			26,601			91,133			53,516
Income from discontinued operations (net of tax)		—			553			—			1,751
Net income	$	43,783		$	27,154		$	91,133		$	55,267
Basic earnings per share:
Continuing operations	$	0.61		$	0.40		$	1.27		$	0.87
Discontinued operations	$	—		$	(0.00	)	$	—		$	0.03
	$	0.61		$	0.40		$	1.27		$	0.90
Diluted earnings per share:
Continuing operations	$	0.60		$	0.39		$	1.25		$	0.84
Discontinued operations	$	—		$	(0.00	)	$	—		$	0.02
	$	0.60		$	0.39		$	1.25		$	0.86
Weighted average shares outstanding:
Basic		71,916			67,067			71,711			61,366
Diluted		73,367			69,065			73,195			63,953

Complete Production Services, Inc.
Condensed Consolidated Balance Sheets
As of June 30, 2007 and December 31, 2006
(in thousands)

	June 30,			December 31,
	2007			2006
	(unaudited)			(unaudited)
Assets:
Current assets	$	400,657		$	390,640
Property, plant and equipment, net		927,484			771,703
Goodwill		571,644			552,671
Other long-term assets		28,338			25,310
Total assets		1,928,123			1,740,324
Liabilities and Stockholders’ Equity:
Current liabilities		134,703			161,405
Long-term debt		839,813			750,577
Long-term deferred tax liabilities		105,496			90,805
Minority interest		2,631			2,316
Total liabilities and minority interest		1,082,643			1,005,103
Common stock		721			714
Treasury stock		(202	)		(202	)
Additional paid-in capital		574,273			563,006
Retained earnings		247,104			155,971
Cumulative translation adjustment		23,584			15,732
Total stockholders’ equity		845,480			735,221
Total liabilities and stockholders’ equity	$	1,928,123		$	1,740,324

Complete Production Services, Inc.
Cash Flow Data
For the Six Months Ended June 30, 2007
(in thousands)

	June 30,
	2007
	(unaudited)
Cash flows provide by/(used for):
Operating activities	$	139,924
Investing activities:
Capital expenditures	$	(194,479	)
Other investing activities	$	(36,628	)
Financing activities	$	82,235

Complete Production Services, Inc.
Consolidated Segment Information
For the Quarters Ended June 30, 2007 and 2006 and March 31, 2007
(in thousands, except percentages)

	Quarter Ended
	June 30,			June 30,			March 31,
	2007			2006			2007
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Completion and production services	$	307,212		$	183,270		$	307,639
Drilling services		60,193			51,150			58,396
Products		43,310			30,116			41,032
Total revenues	$	410,715		$	264,536		$	407,067
EBITDA: (1)
Completion and production services	$	101,180		$	49,291		$	104,162
Drilling services		19,004			18,236			18,068
Products		5,440			3,988			5,157
Corporate and other		(8,271	)		(3,996	)		(6,214	)
Total EBITDA	$	117,353		$	67,519		$	121,173
EBITDA as a % of Revenue:
Completion and production services		32.9	%		26.9	%		33.9	%
Drilling services		31.6	%		35.7	%		30.9	%
Products		12.6	%		13.2	%		12.6	%
Total		28.6	%		25.5	%		29.8	%

	Six Months Ended June 30,
	2007			2006
	(unaudited)			(unaudited)
Revenue:
Completion and production services	$	614,851		$	374,359
Drilling services		118,589			95,180
Products		84,342			57,343
Total revenues	$	817,782		$	526,882
EBITDA: (1)
Completion and production services	$	205,342		$	103,901
Drilling services		37,072			34,257
Products		10,596			7,794
Corporate and other		(14,484	)		(7,927	)
Total EBITDA	$	238,526		$	138,025
EBITDA as a % of Revenue:
Completion and production services		33.4	%		27.8	%
Drilling services		31.3	%		36.0	%
Products		12.6	%		13.6	%
Total		29.2	%		26.2	%

(1) EBITDA is a non-GAAP measure used by management, as defined in the last paragraph of this press release.

Footnote: The results for all periods exclude discontinued operations.

Complete Production Services, Inc.
Reconciliation of EBITDA to the Most Comparable GAAP Measure
For the Quarters Ended June 30, 2007 and 2006 and March 31, 2007
And the Six Months Ended June 30, 2007 and 2006
(unaudited, in thousands)

	Completion
	& Production		Drilling				Corporate &
	Services		Services		Products		Other			Total
Quarter Ended June 30, 2007:
EBITDA	$	101,180	$	19,004	$	5,440	$	(8,271	)	$	117,353
Depreciation & amortization		28,134		4,017		702		639			33,492
Operating income (loss)	$	73,046	$	14,987	$	4,738	$	(8,910	)	$	83,861
Quarter Ended June 30, 2006:
EBITDA	$	49,291	$	18,236	$	3,988	$	(3,996	)	$	67,519
Depreciation & amortization		14,001		2,284		449		265			16,999
Operating income (loss)	$	35,290	$	15,952	$	3,539	$	(4,261	)	$	50,520
Quarter Ended March 31, 2007:
EBITDA	$	104,162	$	18,068	$	5,157	$	(6,214	)	$	121,173
Depreciation & amortization		24,284		3,635		678		373			28,970
Operating income (loss)	$	79,878	$	14,433	$	4,479	$	(6,587	)	$	92,203
Six Months Ended June 30, 2007:
EBITDA	$	205,342	$	37,072	$	10,596	$	(14,484	)	$	238,526
Depreciation & amortization		52,418		7,652		1,380		1,012			62,462
Operating income (loss)	$	152,924	$	29,420	$	9,216	$	(15,496	)	$	176,064
Six Months Ended June 30, 2006:
EBITDA	$	103,901	$	34,257	$	7,794	$	(7,927	)	$	138,025
Depreciation & amortization		26,835		4,302		832		637			32,606
Operating income (loss)	$	77,066	$	29,955	$	6,962	$	(8,564	)	$	105,419