10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2015

or

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

For the Transition Period from          to

Commission File No. 001-34037

SUPERIOR ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2379388
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1001 Louisiana Street, Suite 2900	77002
Houston, TX	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (713)  654-2200

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 ☒  No ☐

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

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

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐	(do not check if smaller reporting company)	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No ☒

The number of shares of the registrant’s common stock outstanding on July31, 2015 was 150,745,672.

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q for

the Quarterly Period Ended June  30, 2015

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

2

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2015 and December 31, 2014
(in thousands, except share data)
(unaudited)
	6/30/2015		12/31/2014
ASSETS
Current assets:
Cash and cash equivalents	$	500,262	$	393,046
Accounts receivable, net of allowance for doubtful accounts of $22,748 and
$22,076 as of June 30, 2015 and December 31, 2014, respectively		570,528		926,768
Deferred income taxes		26,387		32,138
Prepaid expenses		62,107		74,750
Inventory and other current assets		192,930		185,429
Assets held for sale		131,582		116,680
Total current assets		1,483,796		1,728,811
Property, plant and equipment, net of accumulated depreciation and depletion of      $2,245,051 and $2,269,542 as of June 30, 2015 and December 31, 2014, respectively		2,461,629		2,733,839
Goodwill		1,892,377		2,468,409
Notes receivable		26,811		25,970
Intangible and other long-term assets, net of accumulated amortization of $80,486     and $81,386 as of June 30, 2015 and December 31, 2014, respectively		350,974		420,360
Total assets	$	6,215,587	$	7,377,389
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	134,681	$	225,306
Accrued expenses		305,622		363,747
Income taxes payable		7,501		40,213
Current maturities of long-term debt		26,279		20,941
Liabilities held for sale		10,732		61,840
Total current liabilities		484,815		712,047
Deferred income taxes		559,516		702,996
Decommissioning liabilities		93,076		88,000
Long-term debt, net		1,618,686		1,627,842
Other long-term liabilities		173,922		166,766
Stockholders’ equity:
Preferred stock of $0.01 par value.  Authorized - 5,000,000 shares; none issued		-		-
Common stock of $0.001 par value.
Authorized-250,000,000, Issued and Outstanding-150,749,697 as of June 30, 2015 Authorized-250,000,000, Issued-149,648,826, Outstanding-149,708,825 as of December 31, 2014		151		150
Additional paid in capital		2,647,272		2,620,328
Accumulated other comprehensive loss, net		(36,725)		(36,280)
Retained earnings		674,874		1,495,540
Total stockholders’ equity		3,285,572		4,079,738
Total liabilities and stockholders’ equity	$	6,215,587	$	7,377,389
See accompanying notes to condensed consolidated financial statements.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2015 and 2014
(in thousands, except per share data)
(unaudited)
	Three Months				Six Months
	2015		2014		2015		2014
Revenues:
Services	$	534,959	$	836,666	$	1,220,423	$	1,639,005
Rentals		175,825		270,886		407,596		529,965
Total revenues		710,784		1,107,552		1,628,019		2,168,970
Costs and expenses:
Cost of services (exclusive of items shown separately below)		387,565		552,411		869,558		1,106,173
Cost of rentals (exclusive of items shown separately below)		77,968		97,882		178,221		195,725
Depreciation, depletion, amortization and accretion		158,352		160,965		320,572		323,283
General and administrative expenses		129,661		146,853		280,623		302,772
Reduction in value of assets		807,637		-		807,637		-
Income (loss) from operations		(850,399)		149,441		(828,592)		241,017
Other income (expense):
Interest expense, net		(25,382)		(24,560)		(48,591)		(48,441)
Other income (expense):		(6,524)		606		(7,495)		571
Income (loss) from continuing operations before income taxes		(882,305)		125,487		(884,678)		193,147
Income taxes		(107,173)		46,430		(108,051)		71,464
Net income (loss) from continuing operations		(775,132)		79,057		(776,627)		121,683
Loss from discontinued operations, net of income tax		(9,857)		(3,895)		(19,497)		(9,849)
Net income (loss)	$	(784,989)	$	75,162	$	(796,124)	$	111,834
Earnings (losses) per share information:
Basic:
Continuing operations	$	(5.15)	$	0.51	$	(5.17)	$	0.77
Discontinued operations		(0.07)		(0.03)		(0.13)		(0.06)
Basic earnings (losses) per share	$	(5.22)	$	0.48	$	(5.30)	$	0.71
Diluted:
Continuing operations	$	(5.15)	$	0.50	$	(5.17)	$	0.76
Discontinued operations		(0.07)		(0.03)		(0.13)		(0.06)
Diluted earnings (losses) per share	$	(5.22)	$	0.47	$	(5.30)	$	0.70
Cash dividends declared per share	$	0.08	$	0.08	$	0.16	$	0.16
Weighted average common shares used in computing
earnings (losses) per share:
Basic		150,485		156,399		150,196		157,302
Incremental common shares from stock based compensation		-		2,702		-		2,692
Diluted		150,485		159,101		150,196		159,994

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
Three and Six Months Ended June 30, 2015 and 2014
(in thousands)
(unaudited)
	Three Months				Six Months
	2015		2014		2015		2014
Net income (loss)	$	(784,989)	$	75,162	$	(796,124)	$	111,834
Reclassification adjustment of unrealized net loss on available-for-sale securities, net of tax		-		1,089		-		1,153
Change in cumulative translation adjustment, net of tax		14,234		4,392		(445)		5,719
Comprehensive income (loss)	$	(770,755)	$	80,643	$	(796,569)	$	118,706
See accompanying notes to condensed consolidated financial statements.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2015 and 2014
(in thousands)
(unaudited)
	2015		2014
Cash flows from operating activities:
Net income (loss)	$	(796,124)	$	111,834
Adjustments to reconcile net income (loss) to net cash provided by operating   activities:
Depreciation, depletion, amortization and accretion		320,572		324,671
Deferred income taxes		(140,031)		(10,769)
Reduction in value of assets		807,637		-
Stock based compensation expense		24,943		22,118
Amortization of debt issuance costs		3,881		4,113
Other reconciling items, net		(243)		(20,047)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		349,926		(30,287)
Inventory and other current assets		5,273		17,041
Accounts payable		(85,195)		6,367
Accrued expenses		(69,908)		(7,570)
Income taxes		(33,280)		28,014
Other, net		46,065		(5,740)
Net cash provided by operating activities		433,516		439,745
Cash flows from investing activities:
Payments for capital expenditures		(240,305)		(315,233)
Sale of available-for-sale securities		-		10,622
Purchase of leased vessels		(46,442)		-
Other		(2,909)		9,865
Net cash used in investing activities		(289,656)		(294,746)
Cash flows from financing activities:
Proceeds from revolving line of credit		7,475		7,562
Payments on revolving line of credit		(7,475)		(7,562)
Payment to extinguish capital lease obligation		(20,933)		-
Proceeds from issuance of long-term debt		6,946		-
Principal payments on long-term debt		(10,483)		(10,000)
Share repurchases		-		(116,539)
Cash dividends		(24,021)		(25,216)
Proceeds from exercise of stock options		8,800		10,328
Other		(3,718)		739
Net cash used in financing activities		(43,409)		(140,688)
Effect of exchange rate changes on cash		6,765		1,295
Net increase in cash and cash equivalents		107,216		5,606
Cash and cash equivalents at beginning of period		393,046		196,047
Cash and cash equivalents at end of period	$	500,262	$	201,653
See accompanying notes to condensed consolidated financial statements.

5

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

Six Months Ended June30, 2015

(1)Basis of Presentation

Certain information and footnote disclosures normally in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission; however, management believes the disclosures that are made are adequate to make the information presented not misleading.  These financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Superior Energy Services, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, and Management’s Discussion and Analysis of Financial Condition and Results of Operations herein.

The financial information of Superior Energy Services, Inc. and subsidiaries (the Company) for the three and six months ended June 30, 2015 and 2014 has not been audited.  However, in the opinion of management, all adjustments necessary to present fairly the results of operations for the periods presented have been included therein.  Certain previously reported amounts have been reclassified to conform to the 2015 presentation.  The results of operations for the first six months of the year are not necessarily indicative of the results of operations that might be expected for the entire year. 

Due to the nature of the Company’s business, the Company is involved, from time to time, in routine litigation or subject to disputes or claims regarding its business activities. Legal costs related to these matters are expensed as incurred.  In management’s opinion, none of the pending litigation, disputes or claims is expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

The Company evaluates events that occur after the balance sheet date but before the financial statements are issued for potential recognition or disclosure.  Based on the evaluation, the Company determined that there were no material subsequent events for recognition or disclosure other than those disclosed herein.

(2)  Reduction in Value of Assets

Since late 2014, oil and gas prices have declined significantly to their lowest levels since 2009.  As a result of the reduced price of oil and gas and the subsequent downturn in the oil and gas industry, the Company has experienced a decline in demand for most of its services in the U.S. land businesses, primarily in the Production Services and Onshore Completion and Workover Services segments.  For the quarter ended June 30, 2015, the Company recorded $807.6 million in expense related to reduction in value of assets.  The components of reduction in value of assets are as follows (in thousands):

Reduction in value of goodwill	$	575,389
Reduction in value of long-lived assets		150,256
Retirements of long-lived assets		42,545
Reduction in value of assets related to sale of a business		39,447
Total reduction in value of assets	$	807,637

Reduction in Value of Goodwill

Goodwill is tested for impairment annually as of October 1 or on an interim basis if events or circumstances indicate that the fair value of the asset has decreased below its carrying value.  The Company completed a qualitative analysis of its goodwill as of June 30, 2015 and determined that further testing of the Production Services segment’s goodwill was necessary.  Due to the downturn in the oil and gas industry and the impact it has had on activity levels for oilfield services, the Company’s goodwill impairment evaluation indicated that the carrying value of the Production Services segment exceeded its fair value so that goodwill was potentially impaired.  The Company then performed the second step of the goodwill impairment test, which involved calculating the implied fair value of its goodwill by allocating the fair value of the Production Services segment to all of the assets and liabilities (other than goodwill) and comparing it to the carrying amount of goodwill.  To estimate the fair value of the reporting unit (which is consistent with the reported business segments), the Company used a weighting of the discounted cash flow method and the public company guideline method of determining fair value of the reporting unit. The Company weighted the discounted cash flow method 80% and the public company guideline method 20% due to differences between the Company’s reporting unit and peer companies’ size, profitability and diversity of operations. 

The Company determined that the implied fair value of its goodwill for the Production Services segment was less than its carrying value and recorded a $575.4 million impairment of the Production Services segment’s goodwill, which is included in the reduction in value of assets in the consolidated statement of operations.  The reduction in value of goodwill in the Production Services segment was primarily driven by the continued decline in demand for coiled tubing services.  During the second quarter of 2015, the demand for

6

coiled tubing services continued to decline and the Company’s forecast did not indicate a timely recovery sufficient to support the carrying value of the goodwill.

Reduction in Value of Long-Lived Assets

Long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of such assets to their fair value calculated, in part, by the estimated undiscounted future cash flows expected to be generated by the assets.  Cash flow estimates are based upon, among other things, historical results adjusted to reflect the best estimate of future market rates, utilization levels, and operating performance.  Estimates of cash flows may differ from actual cash flows due to, among other things, changes in economic conditions or changes in an asset’s operating performance.  The Company’s assets are grouped by subsidiary or division for the impairment testing, which represent the lowest level of identifiable cash flows.  If the asset grouping’s fair value is less than the carrying amount of those items, impairment losses are recorded in the amount by which the carrying amount of such assets exceeds the fair value.  The estimate of fair value represents the Company’s best estimate based on industry trends and reference to market transactions and is subject to variability. 

During the second quarter of 2015, the Company recorded $150.3 million in expense in connection with the reduction in value of its long-lived assets.  The reduction in value of assets expense was comprised of $78.5 million related to equipment and $43.1 million related to intangibles in the coiled tubing division within the Production Services segment and $12.9 million related to mechanical drilling rigs included in the Onshore Completion and Workover Services segment.  In addition, the Company recorded a $15.8 million expense related to reduction in carrying values of certain international accommodation units included in the Drilling Products and Services segment. 

The reduction in value of assets in the Production Services segment was primarily driven by the decline in demand for coiled tubing services.  During the second quarter of 2015, the demand for these services continued to decline and the Company’s forecast did not indicate a timely recovery sufficient to support the carrying values of these assets.  The reduction in value of assets in the Onshore Completion and Workover Services segment related to the reduction in carrying values of the mechanical drilling rigs, primarily as a result of the decreased demand for certain mechanical drilling rigs driven by the downturn in the oil and gas market.  The reduction in value of assets in the Drilling Products and Services segment related to certain international accommodation units primarily driven by the decrease in demand for the rental of accommodation units and a decrease in the Company’s forecast for future rentals of these units.

Retirements of Long-Lived Assets

During the second quarter of 2015, the Company recorded $42.5 million for retirement and abandonment of inoperable and/or functionally obsolete long-lived assets that would require a significant cost to refurbish.  The total amount recorded includes $27.3 million for the Onshore Completion and Workover Services segment and $15.2 million for the Production Services segment.   

Reduction in Value of Assets Related to Sale of Coiled Tubing Business in Mexico

During the second quarter of 2015, the Company soldits Mexico based coiled tubing business and related assets.  The Company received proceeds in the form of cash and a note receivable.  The Company recorded a full valuation allowance on the note receivable in the amount of $16.8 million because its collectability was not reasonably assured.  In connection with the sale, the Company recorded a $39.4 million reduction in value of assets, primarily related to property, plant and equipment and intangible assets. 

(3)Discontinued Operations

During 2014, the Company conducted a strategic review and analysis of its subsea construction business.  As of June 30, 2015, the Company was committed to sell the remaining assets of and exit its subsea construction business.  The disposition of the remaining assets of this business is expected to be completed during 2015.

During 2014, the Company also made a decision to discontinue its conventional decommissioning business.  As of June 30, 2015, the Company was committed to sell the assets of and exit its conventional decommissioning business.  The disposition of the assets of this business is expected to be completed during 2015.

Both of the subsea construction business and conventional decommissioning business were included in the Technical Solutions segment.  As of June 30, 2015, the assets and liabilities of these businesses were classified as held for sale.  For the three and six months ended June 30, 2015 and 2014, the results of operations of these businesses are reported as discontinued operations in the consolidated statements of operations.

7

The following summarizes certain financial information of the businesses reported as discontinued operations (in thousands):

	Three Months Ended June 30,
	2015		2014
Revenues	$	15,167	$	38,524
Loss from discontinued operations, net of tax benefit of $343 and $3,311, respectively		(9,857)		(3,895)

	Six Months Ended June 30,
	2015		2014
Revenues	$	18,107	$	77,526
Loss from discontinued operations, net of tax benefit of $1,716 and $6,068, respectively	$	(19,497)	$	(9,849)

The following summarizes the assets and liabilities related to the businesses reported as discontinued operations (in thousands):

	June 30, 2015		December 31, 2014
Accounts receivable, net	$	12,713	$	16,701
Prepaid expenses		1,393		2,463
Inventory and other current assets		1,399		5,576
Current assets	$	15,505	$	24,740
Property, plant and equipment, net		116,077		91,171
Intangible and other long-term assets, net		-		769
Long-term assets	$	116,077	$	91,940
Accounts payable		1,717		20,530
Accrued expenses		9,015		24,496
Current liabilities	$	10,732	$	45,026
Other long-term liabilities	$	-	$	16,814

During 2015, the Company spent $67.4 million to purchase two leased vessels.  The purchase price for one of the vessels included the extinguishment of the related capital lease obligation of $20.9 million. These purchases were made to eliminate lease payments and facilitate the disposition of the vessels.  During the second quarter of 2015, the Company recorded a $15.5 million reduction in value of marine vessels.

(4)Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional common shares that could have been outstanding assuming the exercise of stock options and the conversion of restricted stock units.

For the three and six months ended June 30, 2015, the Company incurred a loss from continuing operations; therefore, the impact of any incremental shares would be anti-dilutive. Stock options for approximately 550,000 shares of the Company’s common stock for the three months ended June 30, 2014 and approximately 1,220,000 shares of the Company’s common stock for the six months ended June 30, 2014were excluded in the computation of diluted earnings per share for the period as the effect would have been anti-dilutive.

(5)Stock-Based Compensation Plans

The Company maintains various stock incentive plans that provide long-term incentives to the Company’s key employees, including officers, directors, consultants and advisors (Eligible Participants).  Under the stock incentive plans, the Company may grant incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards or any combination thereof to Eligible Participants.  The Company’s total compensation expense related to these plans was approximately $24.5 million and $22.6 million for the six months ended June 30, 2015 and 2014, respectively, which is reflected in general and administrative expenses.

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(6)Inventory and Other Current Assets

Inventory and other current assets includes approximately $174.1 million and $165.6 million of inventory as of June 30, 2015 and December 31, 2014, respectively.  Inventories are stated at the lower of cost or market.  Cost is determined using the first-in, first-out or weighted-average cost methods for finished goods and work-in-process.  Supplies and consumables consist principally of products used in our services provided to customers. The components of the inventory balances are as follows (in thousands):

	June 30, 2015		December 31, 2014
Finished goods	$	76,435	$	72,788
Raw materials		26,366		29,718
Work-in-process		23,439		20,317
Supplies and consumables		47,857		42,739
Total	$	174,097	$	165,562

(7)Debt

Credit Facility

The Company has a $1.0 billion bank credit facility, comprised of a $600 million revolving credit facility and a $400 million term loan.  The principal balance of the term loan is payable in installments of $5.0 million on the last day of each fiscal quarter, which began on June 30, 2012.  As of June 30, 2015, the Company had $335 million outstanding under the term loan and had no amounts outstanding under the revolving portion of its credit facility.  The Company also had approximately $43.2 million of letters of credit outstanding that reduce the Company’s borrowing availability under the revolving portion of the credit facility. 

Any amounts outstanding under the bank credit facility are due on February 7, 2017.  Amounts borrowed under the credit facility bear interest at LIBOR plus margins that depend on the Company’s credit rating.   

Senior Unsecured Notes

The Company has outstanding $500 million of 6 3/8% unsecured senior notes due 2019.  The indenture governing the 6 3/8% senior notes requires semi-annual interest payments on May 1 and November 1of each year through the maturity date of May 1, 2019. 

The Company also has outstanding $800 million of 7 1/8% unsecured senior notes due 2021.  The indenture governing the 7 1/8% senior notes requires semi-annual interest payments on June 15 and December 15of each year through the maturity date of December 15, 2021. 

(8)Decommissioning Liabilities

The Company records estimated future decommissioning liabilities in accordance with the authoritative guidance related to asset retirement obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, with a corresponding increase in the carrying amount of the related long-lived asset.  Subsequent to initial measurement, the decommissioning liability is required to be accreted each period to present value. 

The Company’s decommissioning liabilities associated with the Bullwinkle platform and its related assets consist of costs related to the plugging of wells, the removal of the related platform and equipment, and site restoration.  The Company reviews the adequacy of its decommissioning liabilities whenever indicators suggest that the estimated cash flows needed to satisfy the liabilities have changed materially. 

The following table summarizes the activity for the Company’s decommissioning liabilities for the six months ended June 30, 2015 and 2014 (in thousands): 

	Six Months Ended June 30,
	2015		2014
Decommissioning liabilities, December 31, 2014 and 2013, respectively	$	88,000	$	83,519
Liabilities acquired and incurred		1,176		797
Accretion		2,418		2,344
Revisions in estimated timing and cash flows		1,482		(1,040)
Total decommissioning liabilities, June 30, 2015 and 2014, respectively	$	93,076	$	85,620

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(9)Notes Receivable

Notes receivable consist of a commitment from the seller of an oil and gas property acquired by the Company towards costs associated with the abandonment of the acquired property.  Pursuant to an agreement with the seller, the Company will invoice the seller an agreed upon amount at the completion of certain decommissioning activities.  The gross amount of this obligation totals $115.0 million and is recorded at present value using an effective interest rate of 6.58%.  The related discount is amortized to interest income based on the expected timing of completion of the decommissioning activities.  The Company recorded interest income related to notes receivable of $0.8 million for the six months ended June 30, 2015 and 2014.  

(10)Segment Information

Business Segments

The Drilling Products and Services segment rents and sells bottom hole assemblies, premium drill pipe, tubulars and specialized equipment for use with onshore and offshore oil and gas well drilling, completion, production and workover activities.  It also provides on-site accommodations and bolting and machining services.  The Onshore Completion and Workover Services segment provides pressure pumping services used to complete and stimulate production in new oil and gas wells, fluid handling services and well servicing rigs that provide a variety of well completion, workover and maintenance services.  The Production Services segment provides intervention services such as coiled tubing, cased hole and mechanical wireline, hydraulic workover and snubbing, production testing and optimization, and remedial pumping services. It also provides specialized pressure control tools used to manage and control pressure throughout the life of a well.  The Technical Solutions segment provides services typically requiring specialized engineering, manufacturing or project planning, including well control services, well containment systems, stimulation and sand control services and well plug and abandonment services. It also includes production handling arrangements and the production and sale of oil and gas. 

For the three and six months ended June 30, 2015 and 2014, operating results for the Company’s subsea construction and conventional decommissioning businesses are reported in discontinued operations (see note 3).  Previously those operating results were reported within the Technical Solutions segment.

The Company evaluates the performance of its reportable segments based on income or loss from operations.  The segment measure is calculated as follows: segment revenues less segment operating expenses, depreciation expense and allocated general and administrative expenses.  General and administrative expenses are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods which the Company believes to be a reasonable reflection of the utilization of services provided.  The Company believes this segment measure is useful in evaluating the performance of its reportable segments because it highlights operating trends and aids analytical comparisons.

Summarized financial information for the Company’s segments for the three and six months ended June 30, 2015 and 2014 is shown in the following tables (in thousands): 

Three Months Ended June 30, 2015
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	148,670	$	226,363	$	208,744	$	127,007	$	-	$	710,784
Cost of services and rentals
(exclusive of items shown separately below)		48,784		182,143		156,615		77,991		-		465,533
Depreciation, depletion, amortization     and accretion		49,729		55,479		36,671		16,473		-		158,352
General and administrative expenses		31,129		33,031		36,435		29,066		-		129,661
Reduction in value of assets		15,797		40,263		751,577		-		-		807,637
Income (loss) from operations		3,231		(84,553)		(772,554)		3,477		-		(850,399)
Interest expense, net		-		-		(369)		424		(25,437)		(25,382)
Other expense		-		-		-		-		(6,524)		(6,524)
Income (loss) from continuing operations     before income taxes	$	3,231	$	(84,553)	$	(772,923)	$	3,901	$	(31,961)	$	(882,305)

10

Three Months Ended June 30, 2014
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	225,982	$	398,048	$	343,876	$	139,646	$	-	$	1,107,552
Cost of services and rentals
(exclusive of items shown separately below)		72,737		274,907		231,119		71,530		-		650,293
Depreciation, depletion, amortization     and accretion		47,344		55,382		40,180		18,059		-		160,965
General and administrative expenses		38,953		36,011		45,243		26,646		-		146,853
Income from operations		66,948		31,748		27,334		23,411		-		149,441
Interest expense, net		-		-		-		398		(24,958)		(24,560)
Other expense		-		-		-		-		606		606
Income (loss) from continuing operations     before income taxes	$	66,948	$	31,748	$	27,334	$	23,809	$	(24,352)	$	125,487

Six Months Ended June 30, 2015
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	348,129	$	577,355	$	460,213	$	242,322	$	-	$	1,628,019
Cost of services and rentals
(exclusive of items shown separately below)		112,035		436,258		347,929		151,557		-		1,047,779
Depreciation, depletion, amortization     and accretion		98,813		115,290		75,831		30,638		-		320,572
General and administrative expenses		71,089		71,323		80,117		58,094		-		280,623
Reduction in value of assets		15,797		40,263		751,577		-		-		807,637
Income (loss) from operations		50,395		(85,779)		(795,241)		2,033		-		(828,592)
Interest expense, net		-		-		(134)		841		(49,298)		(48,591)
Other expense		-		-		-		-		(7,495)		(7,495)
Income (loss) from continuing operations     before income taxes	$	50,395	$	(85,779)	$	(795,375)	$	2,874	$	(56,793)	$	(884,678)

Six Months Ended June 30, 2014
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	446,192	$	787,925	$	665,111	$	269,742	$	-	$	2,168,970
Cost of services and rentals
(exclusive of items shown separately below)		139,889		559,142		458,344		144,523		-		1,301,898
Depreciation, depletion, amortization     and accretion		92,361		115,986		81,988		32,948		-		323,283
General and administrative expenses		80,113		74,979		92,431		55,249		-		302,772
Income from operations		133,829		37,818		32,348		37,022		-		241,017
Interest expense, net		-		-		-		763		(49,204)		(48,441)
Other income (expense)		-		-		-		-		571		571
Income (loss) from continuing operations     before income taxes	$	133,829	$	37,818	$	32,348	$	37,785	$	(48,633)	$	193,147

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Identifiable Assets
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
June 30, 2015	$	1,343,080	$	2,785,323	$	1,160,351	$	926,833	$	-	$	6,215,587
December 31, 2014	$	1,304,110	$	3,010,295	$	2,116,171	$	946,813	$	-	$	7,377,389

As of June 30, 2015 and December 31, 2014, the Technical Solutions segment included $131.6 million and $116.7 million, respectively, of identifiable assets of the subsea construction and conventional decommissioning businesses that were classified as assets held for sale on the consolidated balance sheets. 

Geographic Segments

The Company attributes revenue to various countries based on the location of where services are performed or the destination of the drilling products or equipment sold or rented.  Long-lived assets consist primarily of property, plant and equipment and are attributed to various countries based on the physical location of the asset at the end of a period.  As of June 30, 2015 and December 31, 2014, the assets of the subsea construction and conventional decommissioning businesses are classified as assets held for sale on the consolidated balance sheets.  The Company’s revenue by geographic area for the three and six months ended June 30, 2015 and 2014 and long-lived assets by geographic area as of June 30, 2015 and December 31, 2014 are as follows (in thousands):

Revenues
	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
United States	$	541,337	$	932,941	$	1,301,780	$	1,825,260
Other Countries		169,447		174,611		326,239		343,710
Total	$	710,784	$	1,107,552	$	1,628,019	$	2,168,970
Long-Lived Assets
					June 30, 2015		December 31, 2014
United States					$	2,114,080	$	2,416,306
Other Countries						347,549		317,533
Total, net					$	2,461,629	$	2,733,839

(11)  Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements relating to financial and nonfinancial assets and liabilities, including presentation of required disclosures herein.  This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2: Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; or model-derived valuations or other inputs that can be corroborated by observable market data.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

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The following tables provide a summary of the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 (in thousands):

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		Level 1		Level 2		Level 3
Intangible and other long-term assets, net
Non-qualified deferred compensation assets	$	11,858	$	368	$	11,490		-
Interest rate swaps	$	4,860		-	$	4,860		-
Accounts payable
Non-qualified deferred compensation liabilities	$	661		-	$	661		-
Other long-term liabilities
Non-qualified deferred compensation liabilities	$	17,440		-	$	17,440		-
	December 31, 2014		Level 1		Level 2		Level 3
Intangible and other long-term assets, net
Non-qualified deferred compensation assets	$	12,982	$	1,481	$	11,501		-
Interest rate swaps	$	4,183		-	$	4,183		-
Accounts payable
Non-qualified deferred compensation liabilities	$	2,291		-	$	2,291		-
Other long-term liabilities
Non-qualified deferred compensation liabilities	$	14,720		-	$	14,720		-

The Company’s non-qualified deferred compensation plans allow officers, certain highly compensated employees and non-employee directors to defer receipt of a portion of their compensation and contribute such amounts to one or more hypothetical investment funds.  The Company entered into separate trust agreements, subject to general creditors, to segregate assets of each plan and reports the accounts of the trusts in its condensed consolidated financial statements.  These investments are reported at fair value based on unadjusted quoted prices in active markets for identifiable assets and observable inputs for similar assets and liabilities, which represent Levels 1 and 2, respectively, in the fair value hierarchy. 

The Company has three interest rate swap agreements related to its fixed rate debt maturing in 2021 for notional amounts of $100 million each, whereby the Company is entitled to receive semi-annual interest payments at a fixed rate of 7 1/8% per annum and is obligated to make semi-annual interest payments at floating rates, which are adjusted every 90 days, based on LIBOR plus a fixed margin. The swap agreements, scheduled to terminate on December 15, 2021, are designated as fair value hedges of a portion of the Company’s 7 1/8% senior notes, as the derivatives have been tested to be highly effective in offsetting changes in the fair value of the underlying notes.  As these derivatives are classified as fair value hedges, the changes in the fair value of the derivatives are offset against the changes in the fair value of the underlying note in interest expense, net (see note 12). 

The fair value of the Company’s cash equivalents, accounts receivable and current maturities of long-term debt approximates their carrying amounts.  The fair value of the Company’s long-term debt was approximately $1,714.8 million and $1,624.3million as of June 30, 2015 and December 31, 2014, respectively.  The fair value of these debt instruments is determined by reference to the market value of the instruments as quoted in over-the-counter markets, which are Level 1 inputs.

The following table reflects the fair value measurements used in testing the impairment of long-lived assets and goodwill during the six months ended June 30, 2015 (in thousands):

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		(Level 1)		(Level 2)		(Level 3)		Total Losses
Property, plant and equipment, net	$	97,114	$	-	$	-	$	97,114	$	(107,142)
Goodwill	$	329,594		-		-	$	329,594	$	(575,389)
Intangible assets	$	6,345	$	-	$	-	$	6,345	$	(43,114)

See note 2 for a discussion of reduction in value of assets expense recorded during the second quarter of 2015.

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(12)  Derivative Financial Instruments

From time to time, the Company may employ interest rate swaps in an attempt to achieve a more balanced debt portfolio between fixed and variable interest.  The Company does not use derivative financial instruments for trading or speculative purposes.

The Company has three interest rate swaps for notional amounts of $100 million each related to its 7 1/8% senior notes maturing in December 2021.  These interest rate swaps are accounted for as fair value hedges since the swaps hedge against the change in fair value of fixed rate debt resulting from changes in interest rates.  The Company recorded a derivative asset relating to these swaps of $4.9 million and $4.2 million within intangible and other long term assets in the consolidated balance sheets as of June 30, 2015 and December 31, 2014, respectively. 

The changes in fair value of the interest rate swaps are included in the adjustments to reconcile net income to net cash provided by operating activities in the consolidated statement of cash flows. The location and effect of the derivative instruments on the condensed consolidated statement of operations, presented on a pre-tax basis, are as follows (in thousands):

		Three Months Ended June 30,
Effect of derivative instrument	Location of (gain) loss  recognized	2015		2014
Interest rate swap	Interest expense, net	$	3,257	$	(4,550)
Hedged item - debt	Interest expense, net		(2,671)		3,613
		$	586	$	(937)

		Six Months Ended June 30,
Effect of derivative instrument	Location of (gain) loss  recognized	2015		2014
Interest rate swap	Interest expense, net	$	(191)	$	(8,634)
Hedged item - debt	Interest expense, net		(486)		7,061
		$	(677)	$	(1,573)

For the six months ended June 30, 2015 and 2014, approximately $0.7 million and $1.6 million of interest income, respectively, was related to the ineffectiveness associated with these fair value hedges.  Hedge ineffectiveness represents the difference between the changes in fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate. 

(13)  Income Taxes

The Company follows authoritative guidance with respect to accounting for uncertainty in income taxes. It is the Company’s policy to recognize interest and applicable penalties, if any, related to uncertain tax positions in income tax expense.  The Company had approximately $35.7 million and $30.3 million of unrecorded tax benefits as of June 30, 2015 and December 31, 2014, respectively, all of which would impact the Company’s effective tax rate if recognized.  The increase in the unrecognized tax benefits during the second quarter of 2015 was due to an expectation of unfavorable results in an ongoing foreign audit.

(14)  Related Party Disclosures

During 2014, the Company purchased services, products and equipment, as well as leased certain facilities, from companies affiliated with a former officer, who retired during the first quarter of 2015, of one of its subsidiaries.  The Company believes the transactions reflected below with these related parties were on terms and conditions no less favorable to the Company than transactions with unaffiliated parties.  For the six months ended June 30, 2014, these related party transactions totaled$85.2 million, of which$38.7 million was purchased from ORTEQ Energy Services, $0.6 million was purchased from Ortowski Construction, $5.6 million was paid to Resource Transport, LLC, $26.8 million was purchased from Texas Specialty Sands, LLC, $12.2 million was purchased from ProFuel, LLC and $1.3 million was related to facilities leased from Timber Creek Real Estate Partners. 

As of December 31, 2014, the Company’s trade accounts payable includes amounts due to these companies totaling $26.8 million, of which $10.1 million was due ORTEQ Energy Services, $1.7 million was due Resource Transport, LLC, $14.0 million was due Texas Specialty Sands, LLC, and $1.0 million was due ProFuel, LLC. No amount was due Timber Creek Real Estate Partners.

The Company’s President and Chief Executive Officer serves as an independent director of the board of Linn Energy, LLC (Linn), an independent oil and gas development company with focus areas in the Rockies, Mid-Continent, the Hugoton Basin, California, the Permian Basin, Michigan, Illinois and east Texas.  The Company recorded revenues from Linn and its subsidiaries of $4.2 million and $10.9 million for the six months ended June 30, 2015 and 2014, respectively.  The Company had trade receivables from Linn and its subsidiaries of $1.0 million and $1.6 million as of June 30, 2015 and December 31, 2014, respectively.

14

(15)  Recently Issued Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board issued ASU No. 2015-11, Inventory – Simplifying the Measurement of Inventory, which applies to inventory measured using first-in, first-out or average cost. The guidance in this update states that inventory within scope shall be measured at the lower of cost or net realizable value, and when the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss in earnings. The new standard is effective for the Company beginning on January 1, 2017 and should be applied on a  prospective basis. The Company is evaluating the effect that ASU 2015-11 will have on its consolidated financial statements and related disclosures.

In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs. The guidance in this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The new standard is effective for the Company on January 1, 2016 and should be applied on a retrospective basis.  The ASU is not expected to have a significant impact on the Company’s financial statements.

In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in GAAP.  The guidance in this update requires an entity to recognize the amount of revenue that it expects to be entitled for the transfer of promised goods or services to customers. The new standard is effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the accounting guidance on its ongoing financial reporting.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q and other documents filed by us with the Securities and Exchange Commission (SEC) contain, and future oral or written statements or press releases by us and our management may contain, forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks” and “estimates,” variations of such words and similar expressions identify forward-looking statements, although not all forward-looking statements contain these identifying words.  All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q or such other materials regarding our financial position, financial performance, liquidity, strategic alternatives, market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by our management in light of its experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to a number of risks and uncertainties that could cause our actual results to differ materially from such statements. Such uncertainties include, but are not limited to: the cyclicality and volatility of the oil and gas industry, including changes in prevailing levels of exploration, production and development activity; changes in prevailing oil and gas prices or expectations about future prices; operating hazards, including the significant possibility of accidents resulting in personal injury or death, property damage or environmental damage for which we may have limited or no insurance coverage or indemnification rights; the effect of regulatory programs and environmental matters on our operations or prospects, including the risk that future changes in the regulation of hydraulic fracturing could reduce or eliminate demand for our pressure pumping services; risks associated with the uncertainty of macroeconomic and business conditions worldwide;changes in competitive and technological factors affecting our operations; the potential shortage of skilled workers;  risks inherent in acquiring businesses; risks associated with business growth outpacing the capabilities of our infrastructure and workforce; political, economic and other risks and uncertainties associated with our international operations; our continued access to credit markets on favorable terms; the impact that unfavorable or unusual weather conditions could have on our operations; and the risks inherent in long-term fixed-price contracts. These risks and other uncertainties related to our business are described in detail in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Investors are cautioned that many of the assumptions on which our forward-looking statements are based are likely to change after such statements are made, including for example the market prices of oil and gas and regulations affecting oil and gas operations, which we cannot control or anticipate. Further, we may make changes to our business strategies and plans (including our capital spending and capital allocation plans) at any time and without notice, based on any changes in the above-listed factors, our assumptions or otherwise, any of which could or will affect our results. For all these reasons, actual events and results may differ materially from those anticipated, estimated, projected or implied by us in our forward-looking statements. We undertake no obligation to update any of our forward-looking statements for any reason and,  notwithstanding any changes in our assumptions, changes in our business plans, our actual experience, or other changes. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Executive Summary

To a large degree, our business depends upon the level of spending by oil and gas companies for exploration, development and production activities, which in turn is based largely on volatile commodity prices.  See “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014.  Since late 2014, oil and gas prices have declined significantly to their lowest levels since 2009.  This decline has caused our oil and gas customers to curtail their operations, reduce their capital expenditures, request pricing concessions and/or other arrangements designed to reduce their operating costs.  Although these changes impacted our U.S. land business significantly more than our other businesses during the early half of 2015, the financial performance of each of our operating segments was adversely affected to some degree.  As explained further below, during the second quarter of 2015 these changes reduced demand and prices for our products and services, and adversely affected the financial performance of each of our operating segments in each of our geographic markets.  The ultimate impact of the current industry downturn on us will depend upon its length and several other factors, many of which remain beyond our control.  Our meaningful cost reductions in late 2014 and early 2015 partially mitigated the declines in the financial performance of each of our operating segments and we plan to continue adjusting our cost structure to the lower level of business activity.

The second quarter of 2015 continued to present us with challenges relating to operating in the deteriorating oil and gas market.  As a result, we recorded $807.6 million of pre-tax charges for reduction in value of assets during the quarter, of which $575.4 million relates to reduction in value of goodwill and $232.2 million relates to the reduction in value of long-lived assets.  The entire reduction in value of goodwill and $176.2 million of the reduction in value of assets are within the Production Services segment, relating primarily to our U.S. Land coiled tubing business.  During the second quarter of 2015, the demand for these services continued to decline and our future forecast did not indicate a timely recovery sufficient to support the carrying values of these assets.  The remaining charges of $40.2 million and $15.8 million relate to the retirement of long-lived assets in our Onshore Completion and Workover Services and Drilling Products and Services segments, respectively. 

16

For the three months ended June 30, 2015, revenue was $710.8million and loss from continuing operations was $775.1 million, or $5.15loss per share.  Net loss was $785.0 million, or $5.22 loss per share.

Second quarter 2015 revenue in our Drilling Products and Services segment decreased 25% sequentially to $148.7 million, as compared to $199.5 million in the first quarter of 2015.  U.S. land revenue decreased 39% sequentially to $38.2 million, Gulf of Mexico revenue decreased27% sequentially to $63.4 million and international revenue decreased 7% sequentially to $47.1 million.  Revenue for all major product and service lines of this segment were impacted by a decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.

Second quarter 2015 revenue in our Onshore Completion and Workover Services segment decreased 36% sequentially to $226.4million, as compared to $350.9million in the first quarter of 2015.  All of this segment’s revenue is derived from the U.S. land market area.  All product and service lines in this segment were impacted negatively by a  decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.

Second quarter 2015 revenue in our Production Services segment decreased 17% sequentially to $208.7 million, as compared to $251.5 million in the first quarter of 2015. U.S. land revenue decreased 31% sequentially to $100.3 million, and Gulf of Mexico revenue decreased 13% sequentially to $22.3 million, primarily as a result of a decline in oil and gas prices which led to lower levels of activity the in oil and gas industry and pricing pressure for our services.International revenue increased 6% sequentially to $86.1million due to increased levels of hydraulic workover, snubbing and electric line operations.

Second quarter 2015 revenue in our Technical Solutions segment increased 10% sequentially to $127.0 million, as compared to $115.3 million in the first quarter of 2015.  U.S. land revenue decreased 23% sequentially to $13.9 million as a result of lower levels of U.S. oil and gas activity levels. Gulf of Mexico revenue increased 7% sequentially to $76.8 million primarily due to increased project activity levels associated with favorable seasonal conditions. International revenue increased 43% to $36.3 million sequentially as a result of the increase in demand for completion tools.

Comparison of the Results of Operations for the Three Months Ended June 30, 2015 and 2014

For the three months ended June 30, 2015, our revenues were $710.8 million, resulting in a  loss from continuing operations of $775.1 million, or $5.15per share.  Net loss was $785.0 million, or $5.22 loss per share.  Included in the results for the three months ended June 30, 2015 was a pre-tax charge for $807.6 million related to the reduction in value of assets.  For the three months ended June 30, 2014, revenues were $1,107.6 million and income from continuing operations was $79.1 million, or $0.50 per diluted share.  Net income was $75.2 million, or$0.47 per diluted share.

The following table compares our operating results for the three months ended June 30, 2015 and 2014 (in thousands, except percentages).  Cost of services and rentals excludes depreciation, depletion, amortization and accretion. 

	Revenue						Cost of Services and Rentals
	2015		2014		Change		2015		%	2014		%	Change
Drilling Products and Services	$	148,670	$	225,982	$	(77,312)	$	48,784	33%	$	72,737	32%	$	(23,953)
Onshore Completion and
Workover Services		226,363		398,048		(171,685)		182,143	80%		274,907	69%		(92,764)
Production Services		208,744		343,876		(135,132)		156,615	75%		231,119	67%		(74,504)
Technical Solutions		127,007		139,646		(12,639)		77,991	61%		71,530	51%		6,461
Total	$	710,784	$	1,107,552	$	(396,768)	$	465,533	65%	$	650,293	59%	$	(184,760)

The following provides a discussion of our results on a segment basis:

Drilling Products and Services Segment

Revenue from our Drilling Products and Services segment decreased 34% to $148.7 million for the three months ended June 30, 2015, as compared to $226.0 million for the same period in 2014.  Cost of services as a percentage of revenue increased to 33% of segment revenue for the three months ended June 30, 2015, as compared to 32% for the same period in 2014.  Revenue from our Gulf of Mexico market area decreased approximately 32%, revenue generated from our U.S. land market area decreased 53% and revenue from our international market area decreased 9%.  Revenues for all major product and service lines of this segment were impacted bya  decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.The decrease in income from operations for this segment was primarily attributable to $15.8 million in expense relating to the reduction in value of long-lived assets. 

17

Onshore Completion and Workover Services Segment

Revenue from our Onshore Completion and Workover Services segment decreased 43% to  $226.4 million for the three months ended June 30, 2015, as compared to $398.0 million for the same period in 2014.  All of this segment’s revenue is derived from the U.S. land market area.  Cost of services as a percentage of revenues increased to 80% of segment revenue from 69% in the second quarter of 2014.  All product and service lines in this segment were impacted negatively by reduced customer spending and activity as well as continued pricing pressure in North America during the quarter.  The increase in loss from operations for this segment was primarily attributable to a $12.9 million expense relating to the reduction in value of long-lived assets and a $27.3 million expense relating to the retirements of long-lived assets. 

Production Services Segment

Revenue from our Production Services segment for the three months ended June 30, 2015 decreased by 39% to $208.7 million, as compared to $343.9 million for the same period in 2014.  Cost of services as a percentage of revenue increased to 75%of segment revenue from 67% in the second quarter of 2014.  Revenue derived from the Gulf of Mexico market area decreased 42%, revenue from the U.S. land market area decreased 53% and revenue from international market areas decreased 5%.  The Production Services segment’s revenue was lower in most product and service lines primarily due to a decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.The increase in loss from operations for this segment was primarily attributable to a $575.4 million expense relating to the reduction in value of goodwill, a $161.0 million expense relating to the reduction in value of long-lived assets and a $15.2 million expense relating to the retirements of long-lived assets.

Technical Solutions Segment

Revenue from our Technical Solutions segment decreased 9% to $127.0 million for the three months ended June 30, 2015, as compared to $139.6 million for the same period in 2014.  Cost of services as a percentage of revenue increased to 61% of segment revenue from 51% in the second quarter of 2014.  Revenue in our international market areas increased 13% as a result of an increase in demand for completion tools and products. Revenue in our U.S. land market area decreased 49% and revenue in our Gulf of Mexico market area decreased 5%.Revenues for all major product and service lines of this segment were impacted by a decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.

General and Administrative Expenses

General and administrative expenses were $129.7million for the three months endedJune 30, 2015 as compared to $146.9 million for the same period in 2014.  The decrease is primarily attributable to employee and infrastructure-related expenses as a result of cost reduction programs that we began to implement in late 2014.

Reduction in Value of Assets

During the three months ended June 30, 2015, we recorded $807.6 million in expense in connection with the reduction in value of assets. The reduction in value of assets expense included $575.4 million related to the Production Services segment goodwill impairment and $232.2 million related to reduction in long-lived assets within the Production Services, the Onshore Completion and Workover Services and Drilling Products and Services segments.  The reduction in value of assets was primarily due to a continued decline in the demand for these services during the second quarter of 2015 and the fact that our forecast did not indicate a timely recovery sufficient to support the carrying values of these assets.

Income Taxes

Our effective tax rate for the three months ended June 30, 2015 was 12% compared to a 37% effective tax rate for the same period in 2014.  The decrease in the effective tax rate was primarily due to the reduction in value of goodwill which is non-deductible for income tax purposes.

Discontinued Operations

Discontinued operations include operating results for both our subsea construction business and our conventional decommissioning business.  Loss from discontinued operations, net of tax, was $9.9 million for the three months ended June 30, 2015 as compared to $3.9 million for the same period in 2014.  The increase in the loss from discontinued operations is primarily due to the $15.5 million reduction in value of the marine vessels recorded during the three months ended June 30, 2015.

Comparison of the Results of Operations for the Six Months Ended June 30, 2015 and 2014

For the six months ended June 30, 2015, our revenues were $1,628.0 million, resulting in a  loss from continuing operations of $776.6 million, or$5.17 loss per share.  Net loss was $796.1 million, or $5.30 loss per share.  Included in the results for the six months ended

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June 30, 2015 was a pre-tax charge for $807.6 million related to the reduction in value of assets. For the six months ended June 30, 2014, revenues were $2,169.0 million and income from continuing operations was $121.7 million, or $0.76 per diluted share.  Net income was $111.8 million, or $0.70 per diluted share.

The following table compares our operating results for the six months ended June 30, 2015 and 2014 (in thousands, except percentages).  Cost of services and rentals excludes depreciation, depletion, amortization and accretion. 

	Revenue						Cost of Services and Rentals
	2015		2014		Change		2015		%	2014		%	Change
Drilling Products and Services	$	348,129	$	446,192	$	(98,063)	$	112,035	32%	$	139,889	31%	$	(27,854)
Onshore Completion and
Workover Services		577,355		787,925		(210,570)		436,258	76%		559,142	71%		(122,884)
Production Services		460,213		665,111		(204,898)		347,929	76%		458,344	69%		(110,415)
Technical Solutions		242,322		269,742		(27,420)		151,557	63%		144,523	54%		7,034
Total	$	1,628,019	$	2,168,970	$	(540,951)	$	1,047,779	64%	$	1,301,898	60%	$	(254,119)

The following provides a discussion of our results on a segment basis:

Drilling Products and Services Segment

Revenue from our Drilling Products and Services segment decreased 22% to $348.1 million for the six months ended June 30, 2015, as compared to $446.2 million for the same period in 2014.  Cost of services as a percentage of revenue increased to 32% of segment revenue for the six months ended June 30, 2015, as compared to 31% for the same period in 2014.  Revenue from our Gulf of Mexico market area decreased approximately 23%, revenue generated from our U.S. land market area decreased 32% and revenue from our international market area decreased 5%.  Revenues for all major product and service lines of this segment were impacted by a  decline in oil and gas prices which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.The decrease in income from operations for this segment was primarily attributable to a $15.8 million expense relating to the reduction in value of long-lived assets. 

Onshore Completion and Workover Services Segment

Revenue from our Onshore Completion and Workover Services segment decreased 27% to$577.4 million for the six months ended June 30, 2015, as compared to $787.9 million for the same period in 2014.  All of this segment’s revenue is derived from the U.S. land market area.  Cost of services as a percentage of revenue increased to 76% of segment revenue for the six months ended June 30, 2015, as compared to 71% for the same period in 2014.  All product and service lines in this segment were impacted negatively by reduced customer spending and activity as well as pricing pressure in North America during the period.  The increase in loss from operations for this segment was primarily attributable to a $12.9 million expense relating to the reduction in value of long-lived assets and a $27.3 million expense relating to the retirements of long-lived assets. 

Production Services Segment

Revenue from our Production Services segment for the six months ended June  30, 2015 decreased by 31% to $460.2 million, as compared to $665.1 million for the same period in 2014.  Cost of services as a percentage of revenue increased to 76%of segment revenue from 69% in the first half of 2014.  Revenue derived from the Gulf of Mexico market area decreased 34%, revenue from the U.S. land market area decreased 41% and revenue from international market areas decreased 5%.  The Production Services segment’s revenue was lower in all product and service lines primarily due to a decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.The increase in loss from operations for this segment was primarily attributable to a $575.4 million expense relating to the reduction in value of goodwill, a $161.0 million expense relating to the reduction in value of long-lived assets and a $15.2 million expense relating to the retirements of long-lived assets.

Technical Solutions Segment

Revenue from our Technical Solutions segment decreased 10% to $242.3 million for the six months ended June 30, 2015, as compared to $269.7 million for the same period in 2014.  Cost of services as a percentage of revenue increased to 63% of segment revenue from 54% in the first half of 2014.  Revenue in our international market areas decreased 6%, revenue in our U.S. land market area decreased 35% and revenue in our Gulf of Mexico market area decreased 4%.  The Technical Solutions segment’s revenue was lower in all product and service lines primarily as a result of a  decline in oil and gas prices, which led to lower levels of activity in the oil and gas industry and pricing pressure for our services.

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General and Administrative Expenses

General and administrative expenses were $280.6 million for the six months ended June 30, 2015 as compared to $302.8 million for the same period in 2014.  The decrease is primarily attributable to employee and infrastructure-related expensesas a result of cost reduction programs that we began to implement in late 2014.

Reduction in Value of Assets

During the six months ended June 30, 2015, we recorded $807.6 million in expense in connection with the reduction in value of assets. The reduction in value of assets expense included $575.4 million related to Production Services segment goodwill impairment and $232.2 million related to reduction in long-lived assetswithin the Production Services, the Onshore Completion and Workover Services and Drilling Products and Services segments.  The reduction in value of assets was primarily due to a continued decline in the demand for these services during the second quarter of 2015 and the fact that our future forecast did not indicate a timely recovery sufficient to support the carrying values of these assets.

Income Taxes

Our effective tax rate for the six months ended June 30, 2015 was 12% compared to a 37% effective tax rate for the same period in 2014.  The decrease in the effective tax rate was primarily due to the reduction in value of goodwill which is non-deductible for income tax purposes.

Discontinued Operations

Discontinued operations include operating results for both our subsea construction business and our conventional decommissioning business.  Loss from discontinued operations, net of tax, was $19.5 million for the six months ended June 30, 2015 as compared to$9.8 million for the same period in 2014.  The increase in the loss from discontinued operations is primarily due to the $15.5 million reduction in value of the marine vessels recorded during the six months ended June 30, 2015.

Liquidity and Capital Resources

In the six months ended June 30, 2015, we generated net cash from operating activities of $433.5 million, as compared to $439.7 million in the same period of 2014.  Our primary liquidity needs are for working capital and to fund capital expenditures, debt service and dividend payments.  Our primary sources of liquidity are cash flows from operations and available borrowings under the revolving portion of our credit facility.  We had cash and cash equivalents of $500.3 million as of June 30, 2015, compared to $393.0 million as of December 31, 2014.  As of June 30, 2015, approximately $120.3 million of our cash balance was held outside the United States.  Cash balances held in foreign jurisdictions could be repatriated to the United States, however, they would be subject to federal income taxes, less applicable foreign tax credits.  We have not provided U.S. income tax expense on earnings of our foreign subsidiaries because we expect to reinvest the undistributed earnings indefinitely.

We spent $240.3 million of cash on capital expenditures during the six months ended June 30, 2015.  Approximately $87.8 million was used to expand and maintain our Drilling Products and Services segment’s equipment inventory, and approximately $61.8 million, $56.0 million and $34.7million was spent to expand and maintain the asset bases of our Onshore Completion and Workover Services, Production Services and Technical Solutions segments, respectively.We currently believe that we will spend approximately $120 million to $160 million on capital expenditures during the remaining six months of 2015.  We intend to limit our 2015 capital expenditures so that we continue to generate net cash from operating activities after considering our capital expenditures.  In addition to normal course of business capital expenditures, during the first quarter of 2015, we spent $67.4 million to purchase two leased vessels.  The purchase price for one of the vessels included the extinguishment of the related capital lease obligation of $20.9million. 

We have a $1.0 billion bank credit facility which is comprised of a $600 million revolving portion and a $400 million term loan.  The principal balance of the term loan is payable in installments of $5.0 million on the last day of each fiscal quarter.  As of June 30, 2015, we had $335 million outstanding under the term loan. As of June 30, 2015, we had no amounts outstanding under the revolving portion of our credit facility and approximately $43.2 million of letters of credit outstanding, which reduce our borrowing capacity under this portion of the credit facility.  As of July 31, 2015, we had no amounts outstanding under the revolving portion of our credit facility, and approximately $43.2 million of letters of credit outstanding.  Any amounts outstanding under the bank credit facility are due on February 7, 2017.  Borrowings under the credit facility bear interest at LIBOR plus margins that depend on our credit rating. The credit facility contains customary events of default and requires that we satisfy various financial covenants.  As of June 30, 2015, we were in compliance with all such covenants.

We have outstanding $500 million of 6 3/8% unsecured senior notes due 2019. The indenture governing the 6 3/8% senior notes requires semi-annual interest payments on May 1 and November 1of each year through the maturity date of May 1, 2019.  The indenture contains customary events of default and requires that we satisfy various covenants.As of June 30, 2015, we were in compliance with all such covenants.

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We also have outstanding $800 million of 7 1/8% unsecured senior notes due 2021.  The indenture governing the 7 1/8% senior notes requires semi-annual interest payments on June 15 and December 15of each year through the maturity date of December 15, 2021.  The indenture contains customary events of default and requires that we satisfy various covenants.As of June 30, 2015, we were in compliance with all such covenants.

Hedging Activities

We have three interest rate swap agreements for notional amounts of $100 million each related to our 7 1/8% senior notes maturing in December 2021, whereby we are entitled to receive semi-annual interest payments at a fixed rate of 7 1/8% per annum and are obligated to make semi-annual interest payments at variable rates.  The variable interest rates, which are adjusted every 90 days, are based on LIBOR plus a fixed margin and are scheduled to terminate on December 15, 2021.

Recently Issued Accounting Pronouncements

See Part I, Item 1, “Financial Statements– Note 15 – Recently Issued Accounting Pronouncements.”

Off-Balance Sheet Arrangements

We do not have any financing arrangements that are not required under generally accepted accounting principles to be reflected in our financial statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks associated with foreign currency fluctuations and changes in interest rates.  A discussion of our market risk exposure in financial instruments follows.

Foreign Currency Exchange Rates Risk

Because we operate in a number of countries throughout the world, we conduct a portion of our business in currencies other than the U.S. dollar.  The functional currency for our international operations, other than certain operations in the United Kingdom and Europe, is the U.S. dollar, but a portion of the revenues from our international operations is paid in foreign currencies.  The effects of foreign currency fluctuations are partly mitigated because local expenses of such international operations are also generally denominated in the same currency.  We continually monitor the currency exchange risks associated with all contracts not denominated in the U.S. dollar. 

Assets and liabilities of certain subsidiaries in the United Kingdom and Europe are translated at end of period exchange rates, while income and expenses are translated at average rates for the period.  Translation gains and losses are reported as the foreign currency translation component of accumulated other comprehensive loss in stockholders’ equity. 

We do not hold derivatives for trading purposes or use derivatives with complex features. When we believe prudent, we enter into forward foreign exchange contracts to hedge the impact of foreign currency fluctuations. We do not enter into forward foreign exchange contracts for trading or speculative purposes.  As of June 30, 2015, we had no outstanding foreign currency forward contracts.

Interest Rate Risk

As of June 30, 2015, our debt was comprised of the following (in thousands):

	Fixed Rate Debt		Variable Rate Debt
Term loan due 2017	$	-	$	335,000
6 3/8 % Senior Notes due 2019		500,000		-
7 1/8% Senior Notes due 2021		500,000		300,000
Other		9,965		-
Total Debt	$	1,009,965	$	635,000

Variable debt of $300 million represents the portion of the $800 million aggregate principal amount of our 7 1/8% senior notes subject to the fixed-to-variable interest rate swap agreements. Based on the amount of this debt outstanding as ofJune 30, 2015, a 10% increase in the variable interest rate would have increased our interest expense for the six months ended June  30, 2015 byapproximately $1.1 million, while a 10% decrease would have decreased our interest expense by approximately $1.1 million.

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Commodity Price Risk

Our revenues, profitability and future rate of growth significantly depend upon the market prices of oil and natural gas.  Lower prices may also reduce the amount of oil and natural gas that can economically be produced. 

For additional discussion, see Part 1, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Item 4.  Controls and Procedures

a. Evaluation of disclosure controls and procedures.As of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation, that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective for ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

b. Changes in internal control.  There has been no change in our internal control over financial reporting that occurred during thethree months ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

In March 2015, the Company received notice from the U.S. Environmental Protection Agency of alleged non-compliance with the hazardous waste generator requirements at a facility operated by one of the Company’s business units. The Company has opted to pursue resolving the matter through settlement. While a consent agreement and final order has not yet been executed, the Company has agreed to settle the alleged non-compliance for a total payment of $237,980 related to the five current or prior facilities used by this business unit.

Item 1A.  Risk Factors

For information regarding certain risks relating to our operations, any of which could negatively affect our business, financial condition, operating results or prospects, see Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014.

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

Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	(d) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2)
April 1 - 30, 2015	1,654	$	20.67	-	$	500,000,000
May 1 - 31, 2015	-	$	-	-	$	500,000,000
June 1 - 30, 2015	863	$	23.02	-	$	500,000,000
Total	2,517	$	21.47	-	$	500,000,000

(1) Through our stock incentive plans, 2,517 shares were delivered to us by our employees to satisfy their tax withholding requirements upon vesting of restricted stock and restricted stock units.

(2) On December 11, 2014, we announced that our Board of Directors authorized a share repurchase program of up to $500 million of our common stock, which will expire on December 31, 2016.

Item 5.  Other Information

On August 3, 2015, the Company and SESI, L.L.C., a wholly-owned subsidiary of the Company (“SESI”), entered into two Supplemental Indentures with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Supplemental Indentures were entered into pursuant to those certain Indentures by and among the Company, SESI, certain of the Company’s other subsidiaries and the Trustee, dated as of (a) April 27, 2011 with respect to SESI’s 6.375% Senior Notes due 2019 (the “2019 Notes”) and (b) December 6, 2011 with respect to SESI’s 7.125% Senior Notes due 2021 (the “2021 Notes” and, together with the 2019 Notes, the “Notes”).

The purpose of each Supplemental Indenture is to amend the respective Indentures to release and relieve the subsidiary guarantors from any and all obligations under their Note guarantees. The subsidiary guarantors were released from their guarantees due to an Investment Grade Rating Event (as defined in each Indenture) occurring on November 6, 2014. Copies of the Supplemental Indentures are attached hereto as Exhibits 4.1 and 4.2 and incorporated herein by reference. The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to such exhibits.

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Item 6.   Exhibits

(a) The following exhibits are filed with this Form 10-Q:

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of Superior Energy Services, Inc. (incorporated herein by reference to Exhibit 3.1 to Superior Energy Services, Inc.’s Quarterly Report on Form 10-Q filed August 7, 2013 (File No. 001-34037)).
3.2	Amended and Restated Bylaws of Superior Energy Services, Inc. (as amended through March 7, 2012) (incorporated herein by reference to Exhibit 3.1 to Superior Energy Services, Inc.’s Current Report on Form 8-K filed March 12, 2012 (File No. 001-34037))
4.1*	Supplemental Indenture, dated August 3, 2015, by and among SESI, L.L.C., Superior Energy Services, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee.
4.2*	Supplemental Indenture, dated August 3, 2015, by and among SESI, L.L.C., Superior Energy Services, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee.
31.1*	Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

    *Filed herein

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SIGNATURE

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

SUPERIOR ENERGY SERVICES, INC.

Date:	August4, 2015	By:	/s/ Robert S. Taylor
			Robert S. Taylor
			Executive Vice President, Treasurer and
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

25

EX-4.1

EXHIBIT 4.1

SUPPLEMENTAL INDENTURE

This Supplemental Indenture is entered into as of August  3,  2015(this “Supplemental Indenture”), by and among SESI, L.L.C., a Delaware limited liability company  (the “Issuer”), Superior Energy Services, Inc., a Delaware corporation (“Superior Energy”), andThe Bank of New York Mellon Trust Company, N.A.,  a national banking association as trustee, registrar, authentication agent and paying agent under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer, certain guarantors party thereto and the Trustee have heretofore executed and delivered an indenture, dated April 27, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 6.375% Senior Notes due 2019of the Issuer (the “Notes”);

WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Issuer, Superior Energyand the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder;

WHEREAS, Section 10.05(e)  of the Indenture provides that any Note Guarantee by a Subsidiary Guarantor issued thereunder shall be released and relieved of any obligations under its Note Guarantee upon the occurrence of an Investment Grade Rating Event if such Subsidiary Guarantor does not have outstanding Indebtedness, and it does not guarantee Indebtedness of the Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount;

WHEREAS, an Investment Grade Rating Event occurred on November 6, 2014 and each of the Subsidiary Guarantors listed on Schedule A hereto (the “Released Subsidiary Guarantors”)  does not have outstanding Indebtedness, and it does not guarantee Indebtedness of the Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount;

WHEREAS, all the Released Subsidiary Guarantors will be released and relieved simultaneously from their obligations under the Indenture, dated December 6, 2011, among the Issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “7.125% Notes Trustee”), as amended by the Supplemental Indenture, dated February 29, 2012, among the Issuer, the guarantors party thereto and the 7.125% Notes Trustee, as further amended by the Supplemental Indenture, dated May 7, 2012, among the Issuer,  the guarantors party thereto and the 7.125% Notes Trustee, as further amended by the Supplemental Indenture, dated August 29, 2014, among the Issuer, the guarantors party thereto andthe 7.125% Notes Trustee pursuant to a supplemental indenture dated the date hereof among the Issuer, Superior Energy and the 7.125% Notes Trustee, upon the effectiveness of this Supplemental Indenture.

WHEREAS, the Issuer and Superior Energy desire to amend and supplement the Indenture to evidence the release of the Note Guarantee by all the Released Subsidiary Guarantors;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, Superior Energyand the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

DC\3890627.6

ARTICLE I

DEFINITIONS

Section 1.01Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

RELEASE OF SUBSIDIARY GUARANTORS

Section 2.01Release of Subsidiary Guarantors.  The Issuer hereby represents that an Investment Grade Rating Event occurred on November 6, 2014 and that each of the Released Subsidiary Guarantors does not have outstanding Indebtedness, and each of the Released Subsidiary Guarantors does not guarantee Indebtedness of the Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount.  Therefore, the Issuer, Superior Energyand the Trustee hereby confirm pursuant to this Section 2.01of this Supplemental Indenture that, effective as of the date hereof, each ofthe Released Subsidiary Guarantors is released and relieved of any obligations under its Note Guarantee as contemplated by Section 10.05(e) of the Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.01Liability.  No past, present or future director, officer, organizer, manager, employee, incorporator, stockholder, member, manager or partner of the Issuer or Superior Energy shall have any liability for any obligations of the Issuer or Superior Energy under the Notes, the Indenture, Note Guarantees or any supplemental indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. 

Section 3.02 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.03Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.04Severability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.05Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee shall not be responsible in any manner whatsoever for and makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

DC\3890627.6

Section 3.06Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective delivery as delivery of a manually executed counterpart thereof.

Section 3.07Headings.  The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

DC\3890627.6

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

SESI, L.L.C.
By:	/s/ Robert S. Taylor
	Name: Robert S. Taylor
	Title:   Executive Vice President, Treasurer
	and Chief Financial Officer

SUPERIOR ENERGY SERVICES, INC.SESI, L.L.C.
By:	/s/ Robert S. Taylor
	Name: Robert S. Taylor
	Title:   Executive Vice President, Treasurer
	and Chief Financial Officer

[Signature Page to Supplemental Indenture – 6.375% Senior Notes due 2019]

DC\3890627.6

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:	/s/ Michael Countryman
	Name: Michael Countryman
	Title: Vice President

[Signature Page to Supplemental Indenture – 6.375% Senior Notes due 2019]

DC\3890627.6

Schedule A

Released Subsidiary Guarantors

Name of Subsidiary Guarantor	Jurisdiction of Incorporation or Formation
1105 PETERS ROAD, L.L.C.	Louisiana
A&W WATER SERVICE, INC.	Colorado
ADVANCED OILWELL SERVICES, INC.	Louisiana
ALLIANCE ENERGY SERVICE CO. LLC	Colorado
BTI SERVICES, INC. (FORMERLY KNOWN AS BLOWOUT TOOLS, INC.)	Texas
CONCENTRIC PIPE AND TOOL RENTALS, L.L.C.	Louisiana
CONNECTION TECHNOLOGY, L.L.C.	Louisiana
CSI TECHNOLOGIES, LLC	Texas
FASTORQ, L.L.C.	Louisiana
H.B. RENTALS, L.C.	Louisiana
HAMM & PHILLIPS SERVICE COMPANY, INC. (SUCCESSOR BY MERGER TO BIG MAC TANK TRUCKS, LLC)	Delaware
INTEGRATED PRODUCTION SERVICES, INC.	Delaware
INTERNATIONAL SNUBBING SERVICES, L.L.C.	Louisiana
LEED TOOL CORPORATION	Colorado
MONUMENT WELL SERVICE CO.	Delaware
NAS FLUIDS DIVISION MANAGEMENT CO. (SUCCESSOR BY MERGER TO CES ROCKIES, INC. AND FORMERLY KNOWN AS HAMM MANAGEMENT CO.)	Delaware
NORTHERN PLAINS TRUCKING, L.L.C.	Colorado
PRODUCTION MANAGEMENT INDUSTRIES, L.L.C.	Louisiana
PUMPCO ENERGY SERVICES, INC.	Delaware
SEMO, L.L.C.	Louisiana
SEMSE, L.L.C.	Louisiana
SHALE TANK TRUCK, L.L.C. (SUCCESSOR BY MERGER TO CES SWD TEXAS, INC.)	Texas
STABIL DRILL SPECIALITIES, L.L.C.	Louisiana
STRIDE WELL SERVICE COMPANY, INC.	Delaware
SUB-SURFACE TOOLS, L.L.C.	Louisiana
SUPERIOR ENERGY SERVICES COLOMBIA, L.L.C.	Delaware
SUPERIOR ENERGY SERVICES-NORTH AMERICA SERVICES, INC. (SUCCESSOR BY MERGER TO COMPLETE ENERGY, LLC AND CES MID-CONTINENT HAMM, LLC AND FORMERLY KNOWN AS SPN FAIRWAY ACQUISITION, INC.)	Delaware
SUPERIOR ENERGY SERVICES, L.L.C.	Louisiana
SUPERIOR HOLDING, INC.	Delaware
SUPERIOR INSPECTION SERVICES, L.L.C.	Louisiana
TEXAS CES, INC.	Texas
TURNER ENERGY SERVICES, L.L.C.	Delaware
WARRIOR ENERGY SERVICES CORPORATION (SUCCESSOR BY MERGER TO AWS, INC. AND RISING STAR SERVICES, L.P.)	Delaware
WILD WELL CONTROL, INC. (SUCCESSOR BY MERGER TO DRILLING LOGISTICS, L.L.C. AND NON-MAGNETIC RENTAL TOOLS, L.L.C.)	Texas
WORKSTRINGS INTERNATIONAL, L.L.C.	Louisiana

DC\3890627.6

EX-4.2

EXHIBIT 4.2

SUPPLEMENTAL INDENTURE

This Supplemental Indenture is entered into as of August  3,  2015(this “Supplemental Indenture”), by and among SESI, L.L.C., a Delaware limited liability company  (the “Issuer”), Superior Energy Services, Inc., a Delaware corporation (“Superior Energy”), andThe Bank of New York Mellon Trust Company, N.A.,  a national banking association as trustee, registrar, authentication agent and paying agent under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer, certain guarantors party thereto and the Trustee have heretofore executed and delivered an indenture, dated December 6, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 7.125% Senior Notes due 2021of the Issuer (the “Notes”);

WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Issuer, Superior Energyand the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder;

WHEREAS, Section 10.05(e)  of the Indenture provides that any Note Guarantee by a Subsidiary Guarantor issued thereunder shall be released and relieved of any obligations under its Note Guarantee upon the occurrence of an Investment Grade Rating Event if such Subsidiary Guarantor does not have outstanding Indebtedness, and it does not guarantee Indebtedness of the Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount;

WHEREAS, an Investment Grade Rating Event occurred on November 6, 2014 and each of the Subsidiary Guarantors listed on Schedule A hereto (the “Released Subsidiary Guarantors”)  does not have outstanding Indebtedness, and it does not guarantee Indebtedness of the Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount;

WHEREAS, all the Released Subsidiary Guarantors will be released and relieved simultaneously from their obligations under the Indenture, dated April 27, 2011, among the Issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “6.375% Notes Trustee”), as amended by the Supplemental Indenture, dated February 29, 2012, among the Issuer, the guarantors party thereto and the 6.375% Notes Trustee, as further amended by the Supplemental Indenture, dated May 7, 2012, among the Issuer,  the guarantors party thereto and the 6.375% Notes Trustee, as further amended by the Supplemental Indenture, dated August 29, 2014, among the Issuer, the guarantors party thereto andthe 6.375% Notes Trustee pursuant to a supplemental indenture dated the date hereof among the Issuer, Superior Energy and the 6.375% Notes Trustee, upon the effectiveness of this Supplemental Indenture.

WHEREAS, the Issuer and Superior Energy desire to amend and supplement the Indenture to evidence the release of the Note Guarantee by all the Released Subsidiary Guarantors;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, Superior Energyand the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

DC\3952908.2

ARTICLE I

DEFINITIONS

Section 1.01Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

RELEASE OF SUBSIDIARY GUARANTORS

Section 2.01Release of Subsidiary Guarantors.  The Issuer hereby represents that an Investment Grade Rating Event occurred on November 6, 2014 and that each of the Released Subsidiary Guarantors does not have outstanding Indebtedness, and each of the Released Subsidiary Guarantors does not guarantee Indebtedness of the Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount.  Therefore, the Issuer, Superior Energyand the Trustee hereby confirm pursuant to this Section 2.01of this Supplemental Indenture that, effective as of the date hereof, each ofthe Released Subsidiary Guarantors is released and relieved of any obligations under its Note Guarantee as contemplated by Section 10.05(e) of the Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.01Liability.  No past, present or future director, officer, organizer, manager, employee, incorporator, stockholder, member, manager or partner of the Issuer or Superior Energy shall have any liability for any obligations of the Issuer or Superior Energy under the Notes, the Indenture, Note Guarantees or any supplemental indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. 

Section 3.02 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.03Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.04Severability Clause.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.05Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee shall not be responsible in any manner whatsoever for and makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

DC\3952908.2

Section 3.06Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective delivery as delivery of a manually executed counterpart thereof.

Section 3.07Headings.  The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

DC\3952908.2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

SESI, L.L.C.
By:	/s/ Robert S. Taylor
	Name:Robert S. Taylor
	Title:Executive Vice President, Treasurer
	and Chief Financial Officer

SUPERIOR ENERGY SERVICES, INC.SESI, L.L.C.
By:	/s/ Robert S. Taylor
	Name:Robert S. Taylor
	Title:Executive Vice President, Treasurer
	and Chief Financial Officer

[Signature Page to Supplemental Indenture – 7.125% Senior Notes due 2021]

DC\3952908.2

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:	/s/ Michael Countryman
	Name: Michael Countryman
	Title: Vice President

[Signature Page to Supplemental Indenture – 7.125% Senior Notes due 2021]

DC\3952908.2

Schedule A

Released Subsidiary Guarantors

Name of Subsidiary Guarantor	Jurisdiction of Incorporation or Formation
1105 PETERS ROAD, L.L.C.	Louisiana
A&W WATER SERVICE, INC.	Colorado
ADVANCED OILWELL SERVICES, INC.	Louisiana
ALLIANCE ENERGY SERVICE CO. LLC	Colorado
BTI SERVICES, INC. (FORMERLY KNOWN AS BLOWOUT TOOLS, INC.)	Texas
CONCENTRIC PIPE AND TOOL RENTALS, L.L.C.	Louisiana
CONNECTION TECHNOLOGY, L.L.C.	Louisiana
CSI TECHNOLOGIES, LLC	Texas
FASTORQ, L.L.C.	Louisiana
H.B. RENTALS, L.C.	Louisiana
HAMM & PHILLIPS SERVICE COMPANY, INC. (SUCCESSOR BY MERGER TO BIG MAC TANK TRUCKS, LLC)	Delaware
INTEGRATED PRODUCTION SERVICES, INC.	Delaware
INTERNATIONAL SNUBBING SERVICES, L.L.C.	Louisiana
LEED TOOL CORPORATION	Colorado
MONUMENT WELL SERVICE CO.	Delaware
NAS FLUIDS DIVISION MANAGEMENT CO. (SUCCESSOR BY MERGER TO CES ROCKIES, INC. AND FORMERLY KNOWN AS HAMM MANAGEMENT CO.)	Delaware
NORTHERN PLAINS TRUCKING, L.L.C.	Colorado
PRODUCTION MANAGEMENT INDUSTRIES, L.L.C.	Louisiana
PUMPCO ENERGY SERVICES, INC.	Delaware
SEMO, L.L.C.	Louisiana
SEMSE, L.L.C.	Louisiana
SHALE TANK TRUCK, L.L.C. (SUCCESSOR BY MERGER TO CES SWD TEXAS, INC.)	Texas
STABIL DRILL SPECIALITIES, L.L.C.	Louisiana
STRIDE WELL SERVICE COMPANY, INC.	Delaware
SUB-SURFACE TOOLS, L.L.C.	Louisiana
SUPERIOR ENERGY SERVICES COLOMBIA, L.L.C.	Delaware
SUPERIOR ENERGY SERVICES-NORTH AMERICA SERVICES, INC. (SUCCESSOR BY MERGER TO COMPLETE ENERGY, LLC AND CES MID-CONTINENT HAMM, LLC AND FORMERLY KNOWN AS SPN FAIRWAY ACQUISITION, INC.)	Delaware
SUPERIOR ENERGY SERVICES, L.L.C.	Louisiana
SUPERIOR HOLDING, INC.	Delaware
SUPERIOR INSPECTION SERVICES, L.L.C.	Louisiana
TEXAS CES, INC.	Texas
TURNER ENERGY SERVICES, L.L.C.	Delaware
WARRIOR ENERGY SERVICES CORPORATION (SUCCESSOR BY MERGER TO AWS, INC. AND RISING STAR SERVICES, L.P.)	Delaware
WILD WELL CONTROL, INC. (SUCCESSOR BY MERGER TO DRILLING LOGISTICS, L.L.C. AND NON-MAGNETIC RENTAL TOOLS, L.L.C.)	Texas
WORKSTRINGS INTERNATIONAL, L.L.C.	Louisiana

DC\3952908.2

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, David D. Dunlap,  President and Chief Executive Officer of Superior Energy Services, Inc., certify that:

1.I have reviewed this quarterlyreport on Form 10-Q of Superior Energy Services, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    August4, 2015
	/s/ David. D. Dunlap
	David D. Dunlap
	President and Chief Executive Officer
	Superior Energy Services, Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Robert S. Taylor, Executive Vice President, Treasurer and Chief Financial Officer of Superior Energy Services, Inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August4, 2015
	/s/ Robert S. Taylor
	Robert S. Taylor
	Executive Vice President, Treasurer and Chief Financial Officer
	Superior Energy Services, Inc.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 1350 OF TITLE 18 OF THE U.S. CODE

I, David D. Dunlap,  President and Chief Executive Officer of Superior Energy Services, Inc. (the “Company”), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

1.the quarterly report on Form 10-Q of the Company for the quarter ended June 30, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report or as a separate disclosure document.

Date:    August4, 2015
	/s/ David. D. Dunlap
	David D. Dunlap
	President and Chief Executive Officer
	Superior Energy Services, Inc.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 1350 OF TITLE 18 OF THE U.S. CODE

I, Robert S. Taylor, Executive Vice President, Treasurer and Chief Financial Officer of Superior Energy Services, Inc. (the “Company”), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

1.the quarterlyreport on Form 10-Q of the Company for the quarter ended June  30, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report or as a separate disclosure document.

Date:    August4, 2015
	/s/ Robert S. Taylor
	Robert S. Taylor
	Executive Vice President, Treasurer and Chief Financial Officer
	Superior Energy Services, Inc.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Segment Information (Financial information for Company's segments) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total revenues	$ 710,784	$ 1,107,552	$ 1,628,019	$ 2,168,970
Cost of services (exclusive of items shown separately below)	465,533	650,293	1,047,779	1,301,898
Depreciation, depletion, amortization and accretion	158,352	160,965	320,572	323,283
General and administrative expenses	129,661	146,853	280,623	302,772
Reduction in value of assets	807,637		807,637
Income from operations	(850,399)	149,441	(828,592)	241,017
Interest income (expense), net	(25,382)	(24,560)	(48,591)	(48,441)
Other Nonoperating Income (Expense)	(6,524)	606	(7,495)	571
Income (loss) from continuing operations before income taxes	(882,305)	125,487	(884,678)	193,147
Identifiable Assets	6,215,587		6,215,587		$ 7,377,389
Disposal Group, Including Discontinued Operation, Assets	131,600		131,600		116,700
Subsea and Technical Solutions [Member]
Segment Reporting Information [Line Items]
Total revenues	127,007	139,646	242,322	269,742
Cost of services (exclusive of items shown separately below)	77,991	71,530	151,557	144,523
Depreciation, depletion, amortization and accretion	16,473	18,059	30,638	32,948
General and administrative expenses	29,066	26,646	58,094	55,249
Income from operations	3,477	23,411	2,033	37,022
Interest income (expense), net	424	398	841	763
Income (loss) from continuing operations before income taxes	3,901	23,809	2,874	37,785
Identifiable Assets	926,833		926,833		946,813
Production Services [Member]
Segment Reporting Information [Line Items]
Total revenues	208,744	343,876	460,213	665,111
Cost of services (exclusive of items shown separately below)	156,615	231,119	347,929	458,344
Depreciation, depletion, amortization and accretion	36,671	40,180	75,831	81,988
General and administrative expenses	36,435	45,243	80,117	92,431
Reduction in value of assets	751,577		751,577
Income from operations	(772,554)	27,334	(795,241)	32,348
Interest income (expense), net	(369)		(134)
Income (loss) from continuing operations before income taxes	(772,923)	27,334	(795,375)	32,348
Identifiable Assets	1,160,351		1,160,351		2,116,171
Onshore Completion and Workover Services [Member]
Segment Reporting Information [Line Items]
Total revenues	226,363	398,048	577,355	787,925
Cost of services (exclusive of items shown separately below)	182,143	274,907	436,258	559,142
Depreciation, depletion, amortization and accretion	55,479	55,382	115,290	115,986
General and administrative expenses	33,031	36,011	71,323	74,979
Reduction in value of assets	40,263		40,263
Income from operations	(84,553)	31,748	(85,779)	37,818
Income (loss) from continuing operations before income taxes	(84,553)	31,748	(85,779)	37,818
Identifiable Assets	2,785,323		2,785,323		3,010,295
Drilling Products and Services [Member]
Segment Reporting Information [Line Items]
Total revenues	148,670	225,982	348,129	446,192
Cost of services (exclusive of items shown separately below)	48,784	72,737	112,035	139,889
Depreciation, depletion, amortization and accretion	49,729	47,344	98,813	92,361
General and administrative expenses	31,129	38,953	71,089	80,113
Reduction in value of assets	15,797		15,797
Income from operations	3,231	66,948	50,395	133,829
Income (loss) from continuing operations before income taxes	3,231	66,948	50,395	133,829
Identifiable Assets	1,343,080		1,343,080		$ 1,304,110
Unallocated [Member]
Segment Reporting Information [Line Items]
Interest income (expense), net	(25,437)	(24,958)	(49,298)	(49,204)
Other Nonoperating Income (Expense)	(6,524)	606	(7,495)	571
Income (loss) from continuing operations before income taxes	$ (31,961)	$ (24,352)	$ (56,793)	$ (48,633)

XML

Income Taxes (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Income Taxes [Abstract]
Unrecorded tax benefits	$ 35.7	$ 30.3

XML

Earnings per Share (Details) - Jun. 30, 2014 - shares	Total	Total
Earnings Per Share [Abstract]
Stock options	550,000	1,220,000

XML

Decommissioning Liabilities (Tables)

6 Months Ended

Jun. 30, 2015

Decommissioning Liabilities [Abstract]

Summary the activity for company's decommissioning liabilities

	Six Months Ended June 30,
	2015		2014
Decommissioning liabilities, December 31, 2014 and 2013, respectively	$	88,000	$	83,519
Liabilities acquired and incurred		1,176		797
Accretion		2,418		2,344
Revisions in estimated timing and cash flows		1,482		(1,040)
Total decommissioning liabilities, June 30, 2015 and 2014, respectively	$	93,076	$	85,620

XML

Fair Value Measurements (Financial assets and liabilities measured at fair value on a recurring basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Non-Qualified Deferred Compensation Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets	$ 11,858	$ 12,982
Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets	4,860	4,183
Non Qualified Deferred Compensation Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accounts payable	661	2,291
Other long-term liabilities	17,440	14,720
Level 1 [Member] | Non-Qualified Deferred Compensation Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets	$ 368	$ 1,481
Level 1 [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets
Level 1 [Member] | Non Qualified Deferred Compensation Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accounts payable
Other long-term liabilities
Level 2 [Member] | Non-Qualified Deferred Compensation Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets	$ 11,490	$ 11,501
Level 2 [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets	4,860	4,183
Level 2 [Member] | Non Qualified Deferred Compensation Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accounts payable	661	2,291
Other long-term liabilities	$ 17,440	$ 14,720
Level 3 [Member] | Non-Qualified Deferred Compensation Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets
Level 3 [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Intangible and other long-term assets
Level 3 [Member] | Non Qualified Deferred Compensation Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Accounts payable
Other long-term liabilities

XML

Decommissioning Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Summary of the activity for the Company's decommissioning liabilities
Decommissioning liabilities, December 31, 2014 and 2013, respectively	$ 88,000	$ 83,519
Liabilities acquired and incurred	1,176	797
Accretion	2,418	2,344
Revision estimated liabilities	1,482	(1,040)
Total decommissioning liabilities, June 30, 2015 and 2014, respectively	93,076	$ 85,620
Long-term decommissioning liabilities	$ 93,076		$ 88,000

XML

Related Party Disclosure (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Schedule of Equity Method Investments [Line Items]
Purchase of services		$ 85.2
Trade Accounts Payable			$ 26.8
Ortowski Construction [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of services		0.6
ORTEQ Energy Services [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of services		38.7
Trade Accounts Payable			10.1
Resource Transport [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of services		5.6
Trade Accounts Payable			1.7
Texas Specialty Sands [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of services		26.8
Trade Accounts Payable			14.0
ProFuel LLC [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of services		12.2
Trade Accounts Payable			1.0
TIMBER CREEK REAL ESTATE PARTNERS [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of services		1.3
LINNENERGY[MEMBER]
Schedule of Equity Method Investments [Line Items]
Revenue from Related Parties	$ 4.2	$ 10.9
Accounts Receivable, Related Parties, Current	$ 1.0		$ 1.6

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Dispositions

6 Months Ended

Jun. 30, 2015

Dispositions [Abstract]

Dispositions

(3)Discontinued Operations

During 2014, the Company conducted a strategic review and analysis of its subsea construction business.  As of June 30, 2015, the Company was committed to sell the remaining assets of and exit its subsea construction business.  The disposition of the remaining assets of this business is expected to be completed during 2015.

During 2014, the Company also made a decision to discontinue its conventional decommissioning business.  As of June 30, 2015, the Company was committed to sell the assets of and exit its conventional decommissioning business.  The disposition of the assets of this business is expected to be completed during 2015.

Both of the subsea construction business and conventional decommissioning business were included in the Technical Solutions segment.  As of June 30, 2015, the assets and liabilities of these businesses were classified as held for sale.  For the three and six months ended June 30, 2015 and 2014, the results of operations of these businesses are reported as discontinued operations in the consolidated statements of operations.

The following summarizes certain financial information of the businesses reported as discontinued operations (in thousands):

	Three Months Ended June 30,
	2015		2014
Revenues	$	15,167	$	38,524
Loss from discontinued operations, net of tax benefit of $343 and $3,311, respectively		(9,857)		(3,895)

	Six Months Ended June 30,
	2015		2014
Revenues	$	18,107	$	77,526
Loss from discontinued operations, net of tax benefit of $1,716 and $6,068, respectively	$	(19,497)	$	(9,849)

The following summarizes the assets and liabilities related to the businesses reported as discontinued operations (in thousands):

	June 30, 2015		December 31, 2014
Accounts receivable, net	$	12,713	$	16,701
Prepaid expenses		1,393		2,463
Inventory and other current assets		1,399		5,576
Current assets	$	15,505	$	24,740
Property, plant and equipment, net		116,077		91,171
Intangible and other long-term assets, net		-		769
Long-term assets	$	116,077	$	91,940
Accounts payable		1,717		20,530
Accrued expenses		9,015		24,496
Current liabilities	$	10,732	$	45,026
Other long-term liabilities	$	-	$	16,814

During 2015, the Company spent $67.4 million to purchase two leased vessels.  The purchase price for one of the vessels included the extinguishment of the related capital lease obligation of $20.9 million. These purchases were made to eliminate lease payments and facilitate the disposition of the vessels.  During the second quarter of 2015, the Company recorded a $15.5 million reduction in value of marine vessels.

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Fair Value Measurements (Fair Value Measurements Used in Testing) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands	Total	Total
Fair Value Measurements [Abstract]
Reduction in Value of Goodwill	$ 575,389	$ 575,389
Reduction in Value of Intangible Assets		43,114
Reduction in Value of Property Plant and Equipment Held-for-use	150,256	107,142
Impairment Of Long Lived Assets To Be Disposed Of	15,500
Finite lived intngible assets fair value used in testing for impairment	6,345	6,345
Goodwill fair value measurement used in testing for impairment	329,594	329,594
Property, Plant and Equipment Fair Measurment Used in Testing Impairment of Long-lived Assets	$ 97,114	$ 97,114

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Reduction in Value of Assets (Details) - Jun. 30, 2015 - USD ($) $ in Thousands	Total	Total
Reduction in Value of Property Plant and Equipment Held-for-use	$ 150,256	$ 107,142
Reduction in Value of Intangible Assets		43,114
Reduction in Value of Goodwill	575,389	575,389
Retirements of long-lived assets	42,545
Reduction in value of assets related to sale of business	39,447
Reduction in value of assets	807,637	807,637
Valuation Allowances and Reserves, Adjustments	16,800
Production Services [Member]
Reduction in Value of Property Plant and Equipment Held-for-use	78,500
Reduction in Value of Intangible Assets	43,100
Retirements of long-lived assets	15,200
Reduction in value of assets	751,577	751,577
Onshore Completion and Workover Services [Member]
Reduction in Value of Property Plant and Equipment Held-for-use	12,900
Retirements of long-lived assets	27,300
Reduction in value of assets	40,263	40,263
Drilling Products and Services [Member]
Reduction in Value of Property Plant and Equipment Held-for-use	15,800
Reduction in value of assets	$ 15,797	$ 15,797

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2015

Derivative Financial Instruments [Abstract]

Location and effect of the derivative instrument on the statements of operations

		Three Months Ended June 30,
Effect of derivative instrument	Location of (gain) loss  recognized	2015		2014
Interest rate swap	Interest expense, net	$	3,257	$	(4,550)
Hedged item - debt	Interest expense, net		(2,671)		3,613
		$	586	$	(937)

		Six Months Ended June 30,
Effect of derivative instrument	Location of (gain) loss  recognized	2015		2014
Interest rate swap	Interest expense, net	$	(191)	$	(8,634)
Hedged item - debt	Interest expense, net		(486)		7,061
		$	(677)	$	(1,573)

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Derivative Financial Instruments (Narrative) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Derivatives, Fair Value [Line Items]
Adjustment Interval of Variable Rate on Interest Rate Swap	90
Derivative asset	$ 4.9		$ 4.2
Interest income (expense) related to the ineffectiveness associated with the fair value hedge	0.7	$ 1.6
Interest rate swap agreement for notional amount	100.0
July 2013 Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Interest rate swap agreement for notional amount	$ 100.0

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Dispositions (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2015	Mar. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price of leased vessels		$ 67.4
Amount of notes receivable net	$ 115.0
Impairment Of Long Lived Assets To Be Disposed Of	$ 15.5
Ullswater Vessel [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Repayments of Long-term Capital Lease Obligations		$ 20.9

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Dispositions (Components of income (loss) from discontinued operations, net of tax) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement Additional Disclosures by Disposal Groups Including Discontinued Operations [Line Items]
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ (9,857)	$ (3,895)	$ (19,497)	$ (9,849)
Segment, Discontinued Operations [Member]
Income Statement Additional Disclosures by Disposal Groups Including Discontinued Operations [Line Items]
Revenues	15,167	38,524	18,107	77,526
Income tax expense (benefit)	(343)	(3,311)	(1,716)	(6,068)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ (9,857)	$ (3,895)	$ (19,497)	$ (9,849)

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Reduction in Value of Assets

6 Months Ended

Jun. 30, 2015

Reduction in Value of Assets [Abstract]

Reduction in Value of Assets [Text Block]

(2)  Reduction in Value of Assets

Since late 2014, oil and gas prices have declined significantly to their lowest levels since 2009.  As a result of the reduced price of oil and gas and the subsequent downturn in the oil and gas industry, the Company has experienced a decline in demand for most of its services in the U.S. land businesses, primarily in the Production Services and Onshore Completion and Workover Services segments.  For the quarter ended June 30, 2015, the Company recorded $807.6 million in expense related to reduction in value of assets.  The components of reduction in value of assets are as follows (in thousands):

Reduction in value of goodwill	$	575,389
Reduction in value of long-lived assets		150,256
Retirements of long-lived assets		42,545
Reduction in value of assets related to sale of a business		39,447
Total reduction in value of assets	$	807,637

Reduction in Value of Goodwill

Goodwill is tested for impairment annually as of October 1 or on an interim basis if events or circumstances indicate that the fair value of the asset has decreased below its carrying value.  The Company completed a qualitative analysis of its goodwill as of June 30, 2015 and determined that further testing of the Production Services segment’s goodwill was necessary.  Due to the downturn in the oil and gas industry and the impact it has had on activity levels for oilfield services, the Company’s goodwill impairment evaluation indicated that the carrying value of the Production Services segment exceeded its fair value so that goodwill was potentially impaired.  The Company then performed the second step of the goodwill impairment test, which involved calculating the implied fair value of its goodwill by allocating the fair value of the Production Services segment to all of the assets and liabilities (other than goodwill) and comparing it to the carrying amount of goodwill.  To estimate the fair value of the reporting unit (which is consistent with the reported business segments), the Company used a weighting of the discounted cash flow method and the public company guideline method of determining fair value of the reporting unit. The Company weighted the discounted cash flow method 80% and the public company guideline method 20% due to differences between the Company’s reporting unit and peer companies’ size, profitability and diversity of operations. 

The Company determined that the implied fair value of its goodwill for the Production Services segment was less than its carrying value and recorded a $575.4 million impairment of the Production Services segment’s goodwill, which is included in the reduction in value of assets in the consolidated statement of operations.  The reduction in value of goodwill in the Production Services segment was primarily driven by the continued decline in demand for coiled tubing services.  During the second quarter of 2015, the demand for coiled tubing services continued to decline and the Company’s forecast did not indicate a timely recovery sufficient to support the carrying value of the goodwill.

Reduction in Value of Long-Lived Assets

Long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of such assets to their fair value calculated, in part, by the estimated undiscounted future cash flows expected to be generated by the assets.  Cash flow estimates are based upon, among other things, historical results adjusted to reflect the best estimate of future market rates, utilization levels, and operating performance.  Estimates of cash flows may differ from actual cash flows due to, among other things, changes in economic conditions or changes in an asset’s operating performance.  The Company’s assets are grouped by subsidiary or division for the impairment testing, which represent the lowest level of identifiable cash flows.  If the asset grouping’s fair value is less than the carrying amount of those items, impairment losses are recorded in the amount by which the carrying amount of such assets exceeds the fair value.  The estimate of fair value represents the Company’s best estimate based on industry trends and reference to market transactions and is subject to variability. 

During the second quarter of 2015, the Company recorded $150.3 million in expense in connection with the reduction in value of its long-lived assets.  The reduction in value of assets expense was comprised of $78.5 million related to equipment and $43.1 million related to intangibles in the coiled tubing division within the Production Services segment and $12.9 million related to mechanical drilling rigs included in the Onshore Completion and Workover Services segment.  In addition, the Company recorded a $15.8 million expense related to reduction in carrying values of certain international accommodation units included in the Drilling Products and Services segment. 

The reduction in value of assets in the Production Services segment was primarily driven by the decline in demand for coiled tubing services.  During the second quarter of 2015, the demand for these services continued to decline and the Company’s forecast did not indicate a timely recovery sufficient to support the carrying values of these assets.  The reduction in value of assets in the Onshore Completion and Workover Services segment related to the reduction in carrying values of the mechanical drilling rigs, primarily as a result of the decreased demand for certain mechanical drilling rigs driven by the downturn in the oil and gas market.  The reduction in value of assets in the Drilling Products and Services segment related to certain international accommodation units primarily driven by the decrease in demand for the rental of accommodation units and a decrease in the Company’s forecast for future rentals of these units.

Retirements of Long-Lived Assets

During the second quarter of 2015, the Company recorded $42.5 million for retirement and abandonment of inoperable and/or functionally obsolete long-lived assets that would require a significant cost to refurbish.  The total amount recorded includes $27.3 million for the Onshore Completion and Workover Services segment and $15.2 million for the Production Services segment.   

Reduction in Value of Assets Related to Sale of Coiled Tubing Business in Mexico

During the second quarter of 2015, the Company soldits Mexico based coiled tubing business and related assets.  The Company received proceeds in the form of cash and a note receivable.  The Company recorded a full valuation allowance on the note receivable in the amount of $16.8 million because its collectability was not reasonably assured.  In connection with the sale, the Company recorded a $39.4 million reduction in value of assets, primarily related to property, plant and equipment and intangible assets. 

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Dispositions (Assets and liabilities of disposal groups) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets of discontinued operations	$ 131,582	$ 116,680
Segment, Discontinued Operations [Member]
Accounts receivable, net, of discontinued operations	12,713	16,701
Prepaid expenses of discontinued operations	1,393	2,463
Inventory and other current assets of discontinued operations	1,399	5,576
Current assets of discontinued operations	15,505	24,740
Property, plant and equipment, net, of discontinued operations	116,077	91,171
Intangible and other long-term assets, net, of discontinued operations		769
Long-term assets of discontinued operations	116,077	91,940
Accounts payable of discontinued operations	1,717	20,530
Accrued expenses of discontinued operations	9,015	24,496
Current liabilities of discontinued operations	$ 10,732	45,026
Other long-term liabilities of discontinued operations		$ 16,814

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Segment Information (Company's information by geographic area) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenues	$ 710,784	$ 1,107,552	$ 1,628,019	$ 2,168,970
Total, Long-lived assets	2,461,629		2,461,629		$ 2,733,839
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	541,337	932,941	1,301,780	1,825,260
Long-lived assets	2,114,080		2,114,080		2,416,306
Other Countries Member
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	169,447	$ 174,611	326,239	$ 343,710
Long-lived assets	$ 347,549		$ 347,549		$ 317,533

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Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 500,262	$ 393,046
Accounts receivable, net of allowance for doubtful accounts of $22,748 and $22,076 at June 30, 2015 and December 31, 2014, respectively	570,528	926,768
Deferred Tax Assets, Net, Current	26,387	32,138
Prepaid expenses	62,107	74,750
Inventory and other current assets	192,930	185,429
Assets of Disposal Group, Including Discontinued Operation, Current	131,582	116,680
Total current assets	1,483,796	1,728,811
Property, plant and equipment, net of accumulated depreciation and depletion of $2,245,051 and $2,269,542 at June 30, 2015 and December 31, 2014, respectively	2,461,629	2,733,839
Goodwill	1,892,377	2,468,409
Notes receivable	26,811	25,970
Intangible and other long-term assets, net of accumulated amortization of $80,486 and $81,386 at June 30, 2015 and December 31, 2014, respectively	350,974	420,360
Total assets	6,215,587	7,377,389
Current liabilities:
Accounts payable	134,681	225,306
Accrued expenses	305,622	363,747
Income taxes payable	7,501	40,213
Current maturities of long-term debt	26,279	20,941
Total current liabilities	484,815	712,047
Disposal Group, Including Discontinued Operation, Liabilities	10,732	61,840
Deferred income taxes	559,516	702,996
Decommissioning liabilities	93,076	88,000
Long-term debt, net	1,618,686	1,627,842
Other long-term liabilities	$ 173,922	$ 166,766
Stockholders' equity:
Preferred stock of $0.01 par value. Authorized, 5,000,000 shares; none issued
Common stock of $0.001 par value. Authorized - 250,000,000, Issued and Outstanding - 150,749,697 as of June 30, 2015 Authorized - 250,000,000, Issued - 149,648,826, Outstanding, 149,708,825 at December 31, 2014	$ 151	$ 150
Additional Paid in Capital	2,647,272	2,620,328
Accumulated other comprehensive loss, net	(36,725)	(36,280)
Retained earnings	674,874	1,495,540
Total stockholders' equity	3,285,572	4,079,738
Total liabilities and stockholders' equity	$ 6,215,587	$ 7,377,389

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Derivative Financial Instruments (The location and effect of the derivative instrument on the condensed consolidated statement of operations, pre-tax basis) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Derivative Instruments, (Gain) Loss [Line Items]
Amount of (gain) loss recognized	$ 586	$ (937)	$ (677)	$ (1,573)
Hedged Item Debt [Member] | Interest Expense, Net [Member]
Derivative Instruments, (Gain) Loss [Line Items]
Amount of (gain) loss recognized	(2,671)	3,613	(486)	7,061
Interest Rate Swap [Member] | Interest Expense, Net [Member]
Derivative Instruments, (Gain) Loss [Line Items]
Amount of (gain) loss recognized	$ 3,257	$ (4,550)	$ (191)	$ (8,634)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income	$ (796,124)	$ 111,834
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion	320,572	324,671
Deferred income taxes	(140,031)	(10,769)
Reduction in value of assets including discontinued operations	807,637
Stock based and performance share unit compensation expense	24,943	22,118
Amortization of debt acquisition costs and note discount	3,881	4,113
Other reconciling items, net	(243)	(20,047)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable	349,926	(30,287)
Inventory and other current assets	5,273	17,041
Accounts payable	(85,195)	6,367
Accrued expenses	(69,908)	(7,570)
Income taxes	(33,280)	28,014
Other, net	46,065	(5,740)
Net Cash Provided by (Used in) Operating Activities, Total	433,516	439,745
Cash flows from investing activities:
Payments for capital expenditures	(240,305)	(315,233)
Purchase of Leased Vessel	46,442
Proceeds from Sale of Available-for-sale Securities, Equity		10,622
Other	(2,909)	9,865
Net Cash Provided by (Used in) Investing Activities, Total	(289,656)	(294,746)
Cash flows from financing activities:
Payment to Extinguish Capital Lease Obligation	20,933
Proceeds from issuance of long-term debt	6,946
Principal payments of long-term debt	(10,483)	(10,000)
Payments of Ordinary Dividends, Common Stock	24,021	25,216
Proceeds from exercise of stock options	8,800	10,328
Payments for purchase and retirement of Common Stock		(116,539)
Other	(3,718)	739
Net Cash Provided by (Used in) Financing Activities, Total	(43,409)	(140,688)
Payments on revolving line of credit	7,475	7,562
Proceeds From Revolving Line Of Credit	7,475	7,562
Effect of exchange rate changes on cash	6,765	1,295
Net increase in cash and cash equivalents	107,216	5,606
Cash and cash equivalents at beginning of period	393,046	196,047
Cash and cash equivalents at end of period	$ 500,262	$ 201,653

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Inventory and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Inventory and Other Current Assets [Abstract]
Inventory	$ 174,097	$ 165,562
Finished Goods	76,435	72,788
Work in progress	23,439	20,317
Raw materials	26,366	29,718
Supplies and consumables	$ 47,857	$ 42,739

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Reduction in Value of Assets (Tables)

6 Months Ended

Jun. 30, 2015

Reduction in Value of Assets [Abstract]

Reduction in Value of Assets [Table Text Block]

Reduction in value of goodwill	$	575,389
Reduction in value of long-lived assets		150,256
Retirements of long-lived assets		42,545
Reduction in value of assets related to sale of a business		39,447
Total reduction in value of assets	$	807,637

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Debt (Details) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Credit Facility [Member]
Debt Instrument [Line Items]
Credit Facility, Term Loan Amount Outstanding	$ 335.0
Credit facility, total borrowing capacity	1,000.0
Line of credit facility, revolving borrowing capacity	600.0
Aggregate principal amount of term loan	400.0
Line of Credit Facility, Periodic Payment	5.0
Letters of Credit Outstanding, Amount	43.2
Long-term Line of Credit	0.0
Unsecured Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Senior Notes	$ 500.0
Stated interest rate on unsecured senior notes	6.375%
Unsecured Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Senior Notes	$ 800.0

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Inventory and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	June 30, 2015		December 31, 2014
Finished goods	$	76,435	$	72,788
Raw materials		26,366		29,718
Work-in-process		23,439		20,317
Supplies and consumables		47,857		42,739
Total	$	174,097	$	165,562

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Basis of Presentation

6 Months Ended

Jun. 30, 2015

Basis of Presentation [Abstract]

Basis of Presentation

(1)Basis of Presentation

Certain information and footnote disclosures normally in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission; however, management believes the disclosures that are made are adequate to make the information presented not misleading.  These financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Superior Energy Services, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, and Management’s Discussion and Analysis of Financial Condition and Results of Operations herein.

The financial information of Superior Energy Services, Inc. and subsidiaries (the Company) for the three and six months ended June 30, 2015 and 2014 has not been audited.  However, in the opinion of management, all adjustments necessary to present fairly the results of operations for the periods presented have been included therein.  Certain previously reported amounts have been reclassified to conform to the 2015 presentation.  The results of operations for the first six months of the year are not necessarily indicative of the results of operations that might be expected for the entire year. 

Due to the nature of the Company’s business, the Company is involved, from time to time, in routine litigation or subject to disputes or claims regarding its business activities. Legal costs related to these matters are expensed as incurred.  In management’s opinion, none of the pending litigation, disputes or claims is expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

The Company evaluates events that occur after the balance sheet date but before the financial statements are issued for potential recognition or disclosure.  Based on the evaluation, the Company determined that there were no material subsequent events for recognition or disclosure other than those disclosed herein.

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Consolidated Balance Sheets [Abstract]
Allowance for doubtful accounts	$ 22,748	$ 22,076
Accumulated depreciation and depletion on Property, plant and equipment	2,245,051	2,269,542
Accumulated amortization of Intangible and other long-term assets	$ 80,486	$ 81,386
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	150,749,697	149,648,826
Common stock, shares outstanding	150,749,697	149,708,825

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Measurements [Abstract]

Fair Value Measurements

(11)  Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements relating to financial and nonfinancial assets and liabilities, including presentation of required disclosures herein.  This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2: Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; or model-derived valuations or other inputs that can be corroborated by observable market data.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The following tables provide a summary of the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 (in thousands):

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		Level 1		Level 2		Level 3
Intangible and other long-term assets, net
Non-qualified deferred compensation assets	$	11,858	$	368	$	11,490		-
Interest rate swaps	$	4,860		-	$	4,860		-
Accounts payable
Non-qualified deferred compensation liabilities	$	661		-	$	661		-
Other long-term liabilities
Non-qualified deferred compensation liabilities	$	17,440		-	$	17,440		-
	December 31, 2014		Level 1		Level 2		Level 3
Intangible and other long-term assets, net
Non-qualified deferred compensation assets	$	12,982	$	1,481	$	11,501		-
Interest rate swaps	$	4,183		-	$	4,183		-
Accounts payable
Non-qualified deferred compensation liabilities	$	2,291		-	$	2,291		-
Other long-term liabilities
Non-qualified deferred compensation liabilities	$	14,720		-	$	14,720		-

The Company’s non-qualified deferred compensation plans allow officers, certain highly compensated employees and non-employee directors to defer receipt of a portion of their compensation and contribute such amounts to one or more hypothetical investment funds.  The Company entered into separate trust agreements, subject to general creditors, to segregate assets of each plan and reports the accounts of the trusts in its condensed consolidated financial statements.  These investments are reported at fair value based on unadjusted quoted prices in active markets for identifiable assets and observable inputs for similar assets and liabilities, which represent Levels 1 and 2, respectively, in the fair value hierarchy. 

The Company has three interest rate swap agreements related to its fixed rate debt maturing in 2021 for notional amounts of $100 million each, whereby the Company is entitled to receive semi-annual interest payments at a fixed rate of 7 1/8% per annum and is obligated to make semi-annual interest payments at floating rates, which are adjusted every 90 days, based on LIBOR plus a fixed margin. The swap agreements, scheduled to terminate on December 15, 2021, are designated as fair value hedges of a portion of the Company’s 7 1/8% senior notes, as the derivatives have been tested to be highly effective in offsetting changes in the fair value of the underlying notes.  As these derivatives are classified as fair value hedges, the changes in the fair value of the derivatives are offset against the changes in the fair value of the underlying note in interest expense, net (see note 12). 

The fair value of the Company’s cash equivalents, accounts receivable and current maturities of long-term debt approximates their carrying amounts.  The fair value of the Company’s long-term debt was approximately $1,714.8 million and $1,624.3million as of June 30, 2015 and December 31, 2014, respectively.  The fair value of these debt instruments is determined by reference to the market value of the instruments as quoted in over-the-counter markets, which are Level 1 inputs.

The following table reflects the fair value measurements used in testing the impairment of long-lived assets and goodwill during the six months ended June 30, 2015 (in thousands):

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		(Level 1)		(Level 2)		(Level 3)		Total Losses
Property, plant and equipment, net	$	97,114	$	-	$	-	$	97,114	$	(107,142)
Goodwill	$	329,594		-		-	$	329,594	$	(575,389)
Intangible assets	$	6,345	$	-	$	-	$	6,345	$	(43,114)

See note 2 for a discussion of reduction in value of assets expense recorded during the second quarter of 2015.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Superior Energy Services Inc
Entity Central Index Key	0000886835
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		150,745,672
Entity Well-known Seasoned Issuer	Yes
Trading Symbol	spn
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2015

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

(12)  Derivative Financial Instruments

From time to time, the Company may employ interest rate swaps in an attempt to achieve a more balanced debt portfolio between fixed and variable interest.  The Company does not use derivative financial instruments for trading or speculative purposes.

The Company has three interest rate swaps for notional amounts of $100 million each related to its 7 1/8% senior notes maturing in December 2021.  These interest rate swaps are accounted for as fair value hedges since the swaps hedge against the change in fair value of fixed rate debt resulting from changes in interest rates.  The Company recorded a derivative asset relating to these swaps of $4.9 million and $4.2 million within intangible and other long term assets in the consolidated balance sheets as of June 30, 2015 and December 31, 2014, respectively. 

The changes in fair value of the interest rate swaps are included in the adjustments to reconcile net income to net cash provided by operating activities in the consolidated statement of cash flows. The location and effect of the derivative instruments on the condensed consolidated statement of operations, presented on a pre-tax basis, are as follows (in thousands):

		Three Months Ended June 30,
Effect of derivative instrument	Location of (gain) loss  recognized	2015		2014
Interest rate swap	Interest expense, net	$	3,257	$	(4,550)
Hedged item - debt	Interest expense, net		(2,671)		3,613
		$	586	$	(937)

		Six Months Ended June 30,
Effect of derivative instrument	Location of (gain) loss  recognized	2015		2014
Interest rate swap	Interest expense, net	$	(191)	$	(8,634)
Hedged item - debt	Interest expense, net		(486)		7,061
		$	(677)	$	(1,573)

For the six months ended June 30, 2015 and 2014, approximately $0.7 million and $1.6 million of interest income, respectively, was related to the ineffectiveness associated with these fair value hedges.  Hedge ineffectiveness represents the difference between the changes in fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate. 

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidated Statements of Operations [Abstract]
Services	$ 534,959	$ 836,666	$ 1,220,423	$ 1,639,005
Rentals	175,825	270,886	407,596	529,965
Total Revenues	710,784	1,107,552	1,628,019	2,168,970
Costs and expenses:
Cost of services (exclusive of items shown separately below)	465,533	650,293	1,047,779	1,301,898
Cost of Services	387,565	552,411	869,558	1,106,173
Cost of rentals	77,968	97,882	178,221	195,725
Depreciation, depletion, amortization and accretion	158,352	160,965	320,572	323,283
General and administrative expenses	129,661	146,853	280,623	302,772
Reduction in value of assets	807,637		807,637
Income from operations	(850,399)	149,441	(828,592)	241,017
Other income (expense):
Interest expense, net	(25,382)	(24,560)	(48,591)	(48,441)
Other Nonoperating Income (Expense)	(6,524)	606	(7,495)	571
Income from continuing operations before income taxes	(882,305)	125,487	(884,678)	193,147
Income taxes	(107,173)	46,430	(108,051)	71,464
Net income (loss) from continuing operations	(775,132)	79,057	(776,627)	121,683
Income (loss) from discontinued operations, net of tax	(9,857)	(3,895)	(19,497)	(9,849)
Net income	$ (784,989)	$ 75,162	$ (796,124)	$ 111,834
Earnings per share information:
Continuing operations	$ (5.15)	$ 0.51	$ (5.17)	$ 0.77
Discontinued operations	(0.07)	(0.03)	(0.13)	(0.06)
Basic earnings per share	(5.22)	0.48	(5.30)	0.71
Continuing operations	(5.15)	0.50	(5.17)	0.76
Discontinued operations	(0.07)	(0.03)	(0.13)	(0.06)
Diluted earnings per share	(5.22)	0.47	(5.30)	0.70
Common Stock, Dividends, Per Share, Cash Paid	$ 0.08	$ 0.08	$ 0.16	$ 0.16
Weighted average common shares used in computing earnings per share:
Basic	150,485	156,399	150,196	157,302
Incremental common shares from stock based compensation		2,702		2,692
Diluted	150,485	159,101	150,196	159,994

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Inventory and Other Current Assets

6 Months Ended

Jun. 30, 2015

Inventory and Other Current Assets [Abstract]

Inventory and Other Current Assets

(6)Inventory and Other Current Assets

Inventory and other current assets includes approximately $174.1 million and $165.6 million of inventory as of June 30, 2015 and December 31, 2014, respectively.  Inventories are stated at the lower of cost or market.  Cost is determined using the first-in, first-out or weighted-average cost methods for finished goods and work-in-process.  Supplies and consumables consist principally of products used in our services provided to customers. The components of the inventory balances are as follows (in thousands):

	June 30, 2015		December 31, 2014
Finished goods	$	76,435	$	72,788
Raw materials		26,366		29,718
Work-in-process		23,439		20,317
Supplies and consumables		47,857		42,739
Total	$	174,097	$	165,562

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Stock Based Compensation Plans

6 Months Ended

Jun. 30, 2015

Stock Based Compensation Plans [Abstract]

Stock Based Compensation Plans

(5)Stock-Based Compensation Plans

The Company maintains various stock incentive plans that provide long-term incentives to the Company’s key employees, including officers, directors, consultants and advisors (Eligible Participants).  Under the stock incentive plans, the Company may grant incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards or any combination thereof to Eligible Participants.  The Company’s total compensation expense related to these plans was approximately $24.5million and $22.6 million for the six months ended June 30, 2015 and 2014, respectively, which is reflected in general and administrative expenses.

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Dispositions (Tables)

6 Months Ended

Jun. 30, 2015

Dispositions [Abstract]

Components of income (loss) from discontinued operations

	Three Months Ended June 30,
	2015		2014
Revenues	$	15,167	$	38,524
Loss from discontinued operations, net of tax benefit of $343 and $3,311, respectively		(9,857)		(3,895)

	Six Months Ended June 30,
	2015		2014
Revenues	$	18,107	$	77,526
Loss from discontinued operations, net of tax benefit of $1,716 and $6,068, respectively	$	(19,497)	$	(9,849)

Assets and liabilities of disposal groups

	June 30, 2015		December 31, 2014
Accounts receivable, net	$	12,713	$	16,701
Prepaid expenses		1,393		2,463
Inventory and other current assets		1,399		5,576
Current assets	$	15,505	$	24,740
Property, plant and equipment, net		116,077		91,171
Intangible and other long-term assets, net		-		769
Long-term assets	$	116,077	$	91,940
Accounts payable		1,717		20,530
Accrued expenses		9,015		24,496
Current liabilities	$	10,732	$	45,026
Other long-term liabilities	$	-	$	16,814

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Taxes [Abstract]

Income Taxes

(13)  Income Taxes

The Company follows authoritative guidance with respect to accounting for uncertainty in income taxes. It is the Company’s policy to recognize interest and applicable penalties, if any, related to uncertain tax positions in income tax expense.  The Company had approximately $35.7 million and $30.3 million of unrecorded tax benefits as of June 30, 2015 and December 31, 2014, respectively, all of which would impact the Company’s effective tax rate if recognized.  The increase in the unrecognized tax benefits during the second quarter of 2015 was due to an expectation of unfavorable results in an ongoing foreign audit. 

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Notes Receivable

6 Months Ended

Jun. 30, 2015

Notes Receivable [Abstract]

Notes Receivable

(9)Notes Receivable

Notes receivable consist of a commitment from the seller of an oil and gas property acquired by the Company towards costs associated with the abandonment of the acquired property.  Pursuant to an agreement with the seller, the Company will invoice the seller an agreed upon amount at the completion of certain decommissioning activities.  The gross amount of this obligation totals $115.0 million and is recorded at present value using an effective interest rate of 6.58%.  The related discount is amortized to interest income based on the expected timing of completion of the decommissioning activities.  The Company recorded interest income related to notes receivable of $0.8 million for the six months ended June 30, 2015 and 2014.  

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Debt

6 Months Ended

Jun. 30, 2015

Debt [Abstract]

Debt

(7)Debt

Credit Facility

The Company has a $1.0 billion bank credit facility, comprised of a $600million revolving credit facility and a $400 million term loan.  The principal balance of the term loan is payable in installments of $5.0 million on the last day of each fiscal quarter, which began on June 30, 2012.  As of June 30, 2015, the Company had $335 million outstanding under the term loan and had no amounts outstanding under the revolving portion of its credit facility.  The Company also had approximately $43.2 million of letters of credit outstanding that reduce the Company’s borrowing availability under the revolving portion of the credit facility. 

Any amounts outstanding under the bank credit facility are due on February 7, 2017.  Amounts borrowed under the credit facility bear interest at LIBOR plus margins that depend on the Company’s credit rating.   

Senior Unsecured Notes

The Company has outstanding $500 million of 6 3/8% unsecured senior notes due 2019.  The indenture governing the 6 3/8% senior notes requires semi-annual interest payments on May 1 and November 1of each year through the maturity date of May 1, 2019. 

The Company also has outstanding $800 million of 7 1/8% unsecured senior notes due 2021.  The indenture governing the 7 1/8% senior notes requires semi-annual interest payments on June 15 and December 15of each year through the maturity date of December 15, 2021. 

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Decommissioning Liabilities

6 Months Ended

Jun. 30, 2015

Decommissioning Liabilities [Abstract]

Decommissioning Liabilities

(8)Decommissioning Liabilities

The Company records estimated future decommissioning liabilities in accordance with the authoritative guidance related to asset retirement obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, with a corresponding increase in the carrying amount of the related long-lived asset.  Subsequent to initial measurement, the decommissioning liability is required to be accreted each period to present value. 

The Company’s decommissioning liabilities associated with the Bullwinkle platform and its related assets consist of costs related to the plugging of wells, the removal of the related platform and equipment, and site restoration.  The Company reviews the adequacy of its decommissioning liabilities whenever indicators suggest that the estimated cash flows needed to satisfy the liabilities have changed materially. 

The following table summarizes the activity for the Company’s decommissioning liabilities for the six months ended June 30, 2015 and 2014 (in thousands): 

	Six Months Ended June 30,
	2015		2014
Decommissioning liabilities, December 31, 2014 and 2013, respectively	$	88,000	$	83,519
Liabilities acquired and incurred		1,176		797
Accretion		2,418		2,344
Revisions in estimated timing and cash flows		1,482		(1,040)
Total decommissioning liabilities, June 30, 2015 and 2014, respectively	$	93,076	$	85,620

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Segment Information

6 Months Ended

Jun. 30, 2015

Segment Information [Abstract]

Segment Information

(10)Segment Information

Business Segments

The Drilling Products and Services segment rents and sells bottom hole assemblies, premium drill pipe, tubulars and specialized equipment for use with onshore and offshore oil and gas well drilling, completion, production and workover activities.  It also provides on-site accommodations and bolting and machining services.  The Onshore Completion and Workover Services segment provides pressure pumping services used to complete and stimulate production in new oil and gas wells, fluid handling services and well servicing rigs that provide a variety of well completion, workover and maintenance services.  The Production Services segment provides intervention services such as coiled tubing, cased hole and mechanical wireline, hydraulic workover and snubbing, production testing and optimization, and remedial pumping services. It also provides specialized pressure control tools used to manage and control pressure throughout the life of a well.  The Technical Solutions segment provides services typically requiring specialized engineering, manufacturing or project planning, including well control services, well containment systems, stimulation and sand control services and well plug and abandonment services. It also includes production handling arrangements and the production and sale of oil and gas. 

For the three and six months ended June 30, 2015 and 2014, operating results for the Company’s subsea construction and conventional decommissioning businesses are reported in discontinued operations (see note 3).  Previously those operating results were reported within the Technical Solutions segment.

The Company evaluates the performance of its reportable segments based on income or loss from operations.  The segment measure is calculated as follows: segment revenues less segment operating expenses, depreciation expense and allocated general and administrative expenses.  General and administrative expenses are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods which the Company believes to be a reasonable reflection of the utilization of services provided.  The Company believes this segment measure is useful in evaluating the performance of its reportable segments because it highlights operating trends and aids analytical comparisons.

Summarized financial information for the Company’s segments for the three and six months ended June 30, 2015 and 2014 is shown in the following tables (in thousands): 

Three Months Ended June 30, 2015
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	148,670	$	226,363	$	208,744	$	127,007	$	-	$	710,784
Cost of services and rentals
(exclusive of items shown separately below)		48,784		182,143		156,615		77,991		-		465,533
Depreciation, depletion, amortization     and accretion		49,729		55,479		36,671		16,473		-		158,352
General and administrative expenses		31,129		33,031		36,435		29,066		-		129,661
Reduction in value of assets		15,797		40,263		751,577		-		-		807,637
Income (loss) from operations		3,231		(84,553)		(772,554)		3,477		-		(850,399)
Interest expense, net		-		-		(369)		424		(25,437)		(25,382)
Other expense		-		-		-		-		(6,524)		(6,524)
Income (loss) from continuing operations     before income taxes	$	3,231	$	(84,553)	$	(772,923)	$	3,901	$	(31,961)	$	(882,305)

Three Months Ended June 30, 2014
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	225,982	$	398,048	$	343,876	$	139,646	$	-	$	1,107,552
Cost of services and rentals
(exclusive of items shown separately below)		72,737		274,907		231,119		71,530		-		650,293
Depreciation, depletion, amortization     and accretion		47,344		55,382		40,180		18,059		-		160,965
General and administrative expenses		38,953		36,011		45,243		26,646		-		146,853
Income from operations		66,948		31,748		27,334		23,411		-		149,441
Interest expense, net		-		-		-		398		(24,958)		(24,560)
Other expense		-		-		-		-		606		606
Income (loss) from continuing operations     before income taxes	$	66,948	$	31,748	$	27,334	$	23,809	$	(24,352)	$	125,487

Six Months Ended June 30, 2015
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	348,129	$	577,355	$	460,213	$	242,322	$	-	$	1,628,019
Cost of services and rentals
(exclusive of items shown separately below)		112,035		436,258		347,929		151,557		-		1,047,779
Depreciation, depletion, amortization     and accretion		98,813		115,290		75,831		30,638		-		320,572
General and administrative expenses		71,089		71,323		80,117		58,094		-		280,623
Reduction in value of assets		15,797		40,263		751,577		-		-		807,637
Income (loss) from operations		50,395		(85,779)		(795,241)		2,033		-		(828,592)
Interest expense, net		-		-		(134)		841		(49,298)		(48,591)
Other expense		-		-		-		-		(7,495)		(7,495)
Income (loss) from continuing operations     before income taxes	$	50,395	$	(85,779)	$	(795,375)	$	2,874	$	(56,793)	$	(884,678)

Six Months Ended June 30, 2014
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	446,192	$	787,925	$	665,111	$	269,742	$	-	$	2,168,970
Cost of services and rentals
(exclusive of items shown separately below)		139,889		559,142		458,344		144,523		-		1,301,898
Depreciation, depletion, amortization     and accretion		92,361		115,986		81,988		32,948		-		323,283
General and administrative expenses		80,113		74,979		92,431		55,249		-		302,772
Income from operations		133,829		37,818		32,348		37,022		-		241,017
Interest expense, net		-		-		-		763		(49,204)		(48,441)
Other income (expense)		-		-		-		-		571		571
Income (loss) from continuing operations     before income taxes	$	133,829	$	37,818	$	32,348	$	37,785	$	(48,633)	$	193,147

Identifiable Assets
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
June 30, 2015	$	1,343,080	$	2,785,323	$	1,160,351	$	926,833	$	-	$	6,215,587
December 31, 2014	$	1,304,110	$	3,010,295	$	2,116,171	$	946,813	$	-	$	7,377,389

As of June 30, 2015 and December 31, 2014, the Technical Solutions segment included $131.6 million and $116.7 million, respectively, of identifiable assets of the subsea construction and conventional decommissioning businesses that were classified as assets held for sale on the consolidated balance sheets. 

Geographic Segments

The Company attributes revenue to various countries based on the location of where services are performed or the destination of the drilling products or equipment sold or rented.  Long-lived assets consist primarily of property, plant and equipment and are attributed to various countries based on the physical location of the asset at the end of a period.  As of June 30, 2015 and December 31, 2014, the assets of the subsea construction and conventional decommissioning businesses are classified as assets held for sale on the consolidated balance sheets.  The Company’s revenue by geographic area for the three and six months ended June 30, 2015 and 2014 and long-lived assets by geographic area as of June 30, 2015 and December 31, 2014 are as follows (in thousands):

Revenues
	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
United States	$	541,337	$	932,941	$	1,301,780	$	1,825,260
Other Countries		169,447		174,611		326,239		343,710
Total	$	710,784	$	1,107,552	$	1,628,019	$	2,168,970
Long-Lived Assets
					June 30, 2015		December 31, 2014
United States					$	2,114,080	$	2,416,306
Other Countries						347,549		317,533
Total, net					$	2,461,629	$	2,733,839

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Stock-Based Compensation Plans (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Stock Based Compensation Plans [Abstract]
Compensation expense	$ 24.5	$ 22.6

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Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2015

New Accounting Pronouncements and Changes in Accounting Principles

Recently Issued Accounting Pronouncements, Policy [Policy Text Block]

(15)  Recently Issued Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board issued ASU No. 2015-11, Inventory – Simplifying the Measurement of Inventory, which applies to inventory measured using first-in, first-out or average cost. The guidance in this update states that inventory within scope shall be measured at the lower of cost or net realizable value, and when the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss in earnings. The new standard is effective for the Company beginning on January 1, 2017 and should be applied on a prospective basis. The Company is evaluating the effect that ASU 2015-11 will have on its consolidated financial statements and related disclosures.

In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs. The guidance in this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The new standard is effective for the Company on January 1, 2016 and should be applied on a retrospective basis.  The ASU is not expected to have a significant impact on the Company’s financial statements. 

In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in GAAP.  The guidance in this update requires an entity to recognize the amount of revenue that it expects to be entitled for the transfer of promised goods or services to customers. The new standard is effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the accounting guidance on its ongoing financial reporting.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2015

Segment Information [Abstract]

Identifiable Assets

Identifiable Assets
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
June 30, 2015	$	1,343,080	$	2,785,323	$	1,160,351	$	926,833	$	-	$	6,215,587
December 31, 2014	$	1,304,110	$	3,010,295	$	2,116,171	$	946,813	$	-	$	7,377,389

Company's information by geographic area

Revenues
	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
United States	$	541,337	$	932,941	$	1,301,780	$	1,825,260
Other Countries		169,447		174,611		326,239		343,710
Total	$	710,784	$	1,107,552	$	1,628,019	$	2,168,970
Long-Lived Assets
					June 30, 2015		December 31, 2014
United States					$	2,114,080	$	2,416,306
Other Countries						347,549		317,533
Total, net					$	2,461,629	$	2,733,839

Schedule Of Segment Reporting Information By Segment

Three Months Ended June 30, 2015
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	148,670	$	226,363	$	208,744	$	127,007	$	-	$	710,784
Cost of services and rentals
(exclusive of items shown separately below)		48,784		182,143		156,615		77,991		-		465,533
Depreciation, depletion, amortization     and accretion		49,729		55,479		36,671		16,473		-		158,352
General and administrative expenses		31,129		33,031		36,435		29,066		-		129,661
Reduction in value of assets		15,797		40,263		751,577		-		-		807,637
Income (loss) from operations		3,231		(84,553)		(772,554)		3,477		-		(850,399)
Interest expense, net		-		-		(369)		424		(25,437)		(25,382)
Other expense		-		-		-		-		(6,524)		(6,524)
Income (loss) from continuing operations     before income taxes	$	3,231	$	(84,553)	$	(772,923)	$	3,901	$	(31,961)	$	(882,305)

Three Months Ended June 30, 2014
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	225,982	$	398,048	$	343,876	$	139,646	$	-	$	1,107,552
Cost of services and rentals
(exclusive of items shown separately below)		72,737		274,907		231,119		71,530		-		650,293
Depreciation, depletion, amortization     and accretion		47,344		55,382		40,180		18,059		-		160,965
General and administrative expenses		38,953		36,011		45,243		26,646		-		146,853
Income from operations		66,948		31,748		27,334		23,411		-		149,441
Interest expense, net		-		-		-		398		(24,958)		(24,560)
Other expense		-		-		-		-		606		606
Income (loss) from continuing operations     before income taxes	$	66,948	$	31,748	$	27,334	$	23,809	$	(24,352)	$	125,487

Six Months Ended June 30, 2015
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	348,129	$	577,355	$	460,213	$	242,322	$	-	$	1,628,019
Cost of services and rentals
(exclusive of items shown separately below)		112,035		436,258		347,929		151,557		-		1,047,779
Depreciation, depletion, amortization     and accretion		98,813		115,290		75,831		30,638		-		320,572
General and administrative expenses		71,089		71,323		80,117		58,094		-		280,623
Reduction in value of assets		15,797		40,263		751,577		-		-		807,637
Income (loss) from operations		50,395		(85,779)		(795,241)		2,033		-		(828,592)
Interest expense, net		-		-		(134)		841		(49,298)		(48,591)
Other expense		-		-		-		-		(7,495)		(7,495)
Income (loss) from continuing operations     before income taxes	$	50,395	$	(85,779)	$	(795,375)	$	2,874	$	(56,793)	$	(884,678)

Six Months Ended June 30, 2014
			Onshore
	Drilling		Completion
	Products and		and Workover		Production		Technical				Consolidated
	Services		Services		Services		Solutions		Unallocated		Total
Revenues	$	446,192	$	787,925	$	665,111	$	269,742	$	-	$	2,168,970
Cost of services and rentals
(exclusive of items shown separately below)		139,889		559,142		458,344		144,523		-		1,301,898
Depreciation, depletion, amortization     and accretion		92,361		115,986		81,988		32,948		-		323,283
General and administrative expenses		80,113		74,979		92,431		55,249		-		302,772
Income from operations		133,829		37,818		32,348		37,022		-		241,017
Interest expense, net		-		-		-		763		(49,204)		(48,441)
Other income (expense)		-		-		-		-		571		571
Income (loss) from continuing operations     before income taxes	$	133,829	$	37,818	$	32,348	$	37,785	$	(48,633)	$	193,147

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Fair Value Measurements (Narrative) (Details) $ in Millions	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Fair Value Measurements [Abstract]
Adjustment Interval of Variable Rate on Interest Rate Swap	90
Interest rate swap agreement for notional amount	$ 100.0
Fair value of long term debt	$ 1,714.8	$ 1,624.3

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Consolidated Statement of Comprehensive Income [Abstract]
Net income	$ (784,989)	$ 75,162	$ (796,124)	$ 111,834
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax		1,089		1,153
Change in cumulative translation adjustment	14,234	4,392	(445)	5,719
Comprehensive income	$ (770,755)	$ 80,643	$ (796,569)	$ 118,706

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Earnings Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings per Share

(4)Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional common shares that could have been outstanding assuming the exercise of stock options and the conversion of restricted stock units.

For the three and six months ended June 30, 2015, the Company incurred a loss from continuing operations; therefore, the impact of any incremental shares would be anti-dilutive. Stock options for approximately 550,000 shares of the Company’s common stock for the three months ended June 30, 2014 and approximately 1,220,000 shares of the Company’s common stock for the six months ended June 30, 2014 were excluded in the computation of diluted earnings per share for the period as the effect would have been anti-dilutive.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Measurements [Abstract]

Summary of financial assets and liabilities measured at fair value on recurring basis

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		Level 1		Level 2		Level 3
Intangible and other long-term assets, net
Non-qualified deferred compensation assets	$	11,858	$	368	$	11,490		-
Interest rate swaps	$	4,860		-	$	4,860		-
Accounts payable
Non-qualified deferred compensation liabilities	$	661		-	$	661		-
Other long-term liabilities
Non-qualified deferred compensation liabilities	$	17,440		-	$	17,440		-
	December 31, 2014		Level 1		Level 2		Level 3
Intangible and other long-term assets, net
Non-qualified deferred compensation assets	$	12,982	$	1,481	$	11,501		-
Interest rate swaps	$	4,183		-	$	4,183		-
Accounts payable
Non-qualified deferred compensation liabilities	$	2,291		-	$	2,291		-
Other long-term liabilities
Non-qualified deferred compensation liabilities	$	14,720		-	$	14,720		-

Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block]

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		(Level 1)		(Level 2)		(Level 3)		Total Losses
Property, plant and equipment, net	$	97,114	$	-	$	-	$	97,114	$	(107,142)
Goodwill	$	329,594		-		-	$	329,594	$	(575,389)
Intangible assets	$	6,345	$	-	$	-	$	6,345	$	(43,114)

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Notes Receivable (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Notes Receivable [Abstract]
Amount of notes receivable net	$ 115.0	$ 115.0
Interest rate percentage to record present value of notes receivable	6.58%
Company recorded interest income		$ 0.8	$ 0.8

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Related Party Disclosures

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party Disclosures

(14)  Related Party Disclosures

During 2014, the Company purchased services, products and equipment, as well as leased certain facilities, from companies affiliated with a former officer, who retired during the first quarter of 2015, of one of its subsidiaries.  The Company believes the transactions reflected below with these related parties were on terms and conditions no less favorable to the Company than transactions with unaffiliated parties.  For the six months ended June 30, 2014, these related party transactions totaled $85.2 million, of which $38.7 million was purchased from ORTEQ Energy Services, $0.6 million was purchased from Ortowski Construction, $5.6 million was paid to Resource Transport, LLC, $26.8 million was purchased from Texas Specialty Sands, LLC, $12.2 million was purchased from ProFuel, LLC and $1.3 million was related to facilities leased from Timber Creek Real Estate Partners. 

As of December 31, 2014, the Company’s trade accounts payable includes amounts due to these companies totaling $26.8 million, of which $10.1 million was due ORTEQ Energy Services, $1.7 million was due Resource Transport, LLC, $14.0 million was due Texas Specialty Sands, LLC, and $1.0 million was due ProFuel, LLC. No amount was due Timber Creek Real Estate Partners.

The Company’s President and Chief Executive Officer serves as an independent director of the board of Linn Energy, LLC (Linn), an independent oil and gas development company with focus areas in the Rockies, Mid-Continent, the Hugoton Basin, California, the Permian Basin, Michigan, Illinois and east Texas.  The Company recorded revenues from Linn and its subsidiaries of $4.2 million and $10.9 million for the six months ended June 30, 2015 and 2014, respectively.  The Company had trade receivables from Linn and its subsidiaries of $1.0 million and $1.6 million as of June 30, 2015 and December 31, 2014, respectively.