<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10Q

(Mark One)

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

                  For the quarterly period ended June 30, 2001

                                       OR

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

For the transition period from                           to
                               -------------------------

Commission file number             1-16337         
                       ----------------------------


                         OIL STATES INTERNATIONAL, INC.

                                 ---------------

             (Exact name of registrant as specified in its charter)

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

       Three Allen Center, 333 Clay Street, Suite 3460,        77002
                      Houston, Texas                         ----------
                      --------------                         (Zip Code)
          (Address of principal executive offices)

                                 (713) 652-0582
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                      None
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                       YES [X]    NO  [ ]

The Registrant had 48,312,757 shares of common stock outstanding as of August
10, 2001.




<PAGE>   2




                         OIL STATES INTERNATIONAL, INC.

                                      INDEX


<Table>
<Caption>
                                                                                                  PAGE NO.
                                                                                                  --------
<S>        <C>                                                                                    <C>

                         Part I -- FINANCIAL INFORMATION


Item 1.    Financial Statements:

               Unaudited Pro Forma Consolidated and Combined Financial Statements
                 Unaudited Pro Forma Consolidated and Combined Statements of Operations for the
                    Three Months Ended June 30, 2000                                                     4 
                 Unaudited Pro Forma Consolidated and Combined Statements of Operations for the
                    Six Months Ended June 30, 2001 and 2000                                          5 - 6
                 Notes to Unaudited Pro Forma Consolidated and Combined Financial Statements         7 - 8

               Consolidated and Combined Financial Statements
                 Unaudited Consolidated and Combined Statements of Operations for the Three
                    and Six Months Ended June 30, 2001 and 2000                                          9
                 Consolidated and Combined Balance Sheets -- June 30, 2001 (unaudited) and
                    December 31, 2000                                                                   10
                 Unaudited Consolidated and Combined Statements of Cash Flows for the Six
                    Months Ended June 30, 2001 and 2000                                                 11
               Notes to Unaudited Consolidated and Combined Financial Statements                   12 - 15


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations   16 - 24


Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                   25


                          Part II -- OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

                 (a) Index of Exhibits                                                             26 - 27

                 (b) Report on Form 8-K                                                                 27

               Signature Page                                                                           28
</Table>



                                       2

<PAGE>   3


                         OIL STATES INTERNATIONAL, INC.

       UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

    The following tables set forth unaudited pro forma consolidated and combined
financial information for Oil States International, Inc. (Oil States) giving
effect to:

    o  the combination of Oil States, HWC Energy Services, Inc. (HWC) and PTI
       Group Inc. (PTI) (collectively, the Controlled Group) as entities under
       the common control of SCF-III L.P. (SCF-III), based upon reorganization
       accounting, which yields results similar to pooling of interest
       accounting, effective from the dates each of these entities became
       controlled by SCF-III (the Combination);

    o  the conversion of the common stock held by the minority interests of each
       entity in the Controlled Group into shares of our common stock, based on
       the purchase method of accounting;

    o  the conversion of all of the outstanding common stock of Sooner Inc.
       (Sooner) into shares of our common stock, based on the purchase method of
       accounting; and

    o  the exchange of 4,275,555 shares of common stock for $36.0 million of
       debt of Sooner and Oil States (the SCF Exchange); and

    o  our sale of 10,000,000 shares of common stock (the Offering) and the
       application of the net proceeds to us.

    The unaudited pro forma consolidated and combined statements of operations
for the three month and six month periods ended June 30, 2001 and 2000,
respectively, were prepared based upon the historical combined financial
statements of the Controlled Group, adjusted to conform accounting policies, and
give effect to:

    o  our acquisition of minority interests of the Controlled Group;

    o  our acquisition of Sooner;

    o  our exchange of shares of common stock for debt of Sooner and Oil States;
       and

    o  our sale of shares in the Offering,

as if these transactions had occurred on January 1, 2000.

    The unaudited pro forma consolidated and combined financial statements do
not purport to be indicative of the results that would have been obtained had
the transactions described above been completed on the indicated dates or that
may be obtained in the future. The unaudited pro forma consolidated and combined
financial statements should be read in conjunction with the historical combined
financial statements and notes thereto included in the Oil States' Annual Report
on Form 10-K.


                                       3

<PAGE>   4


                   PRO FORMA COMBINED STATEMENT OF OPERATIONS

                    FOR THE THREE MONTHS ENDED JUNE 30, 2000
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                               PRO FORMA
                                            --------------------------------------------------------------------------------------
                                                                                      MINORITY
                                                                      SOONER INC.     INTEREST        OFFERING          COMBINED,
                                            COMBINED                  ADJUSTMENTS    ADJUSTMENTS     ADJUSTMENTS      ACQUISITIONS
                                              GROUP    SOONER INC.     (NOTE 2)        (NOTE 3)    (NOTES 1 AND 4)    AND OFFERING
                                            ---------  -----------    -----------    -----------   ---------------    ------------
<S>                                         <C>        <C>            <C>            <C>           <C>                <C>
Revenue ................................... $  68,160  $    84,143    $              $             $                  $    152,303
Costs and Expenses:
  Costs of sales ..........................    50,624       75,883                                                         126,507
  Selling, general and administrative .....     9,781        2,129                                            236(B)        12,146
  Depreciation and amortization ...........     5,443          364            663            364                             6,834
  Other expense (income) ..................        16                                                                           16
                                            ---------  -----------    -----------    -----------   ---------------    ------------
Operating income (loss) ...................     2,296        5,767           (663)          (364)             (236)          6,800
                                            ---------  -----------    -----------    -----------   ---------------    ------------
Interest income ...........................        21          236                                                             257
Interest expense ..........................    (2,893)      (1,000)                                          1,532(A)       (2,361)
Other income ..............................        39                                                                           39
                                            ---------  -----------    -----------    -----------   ---------------    ------------
  Income (loss) before income taxes .......      (537)       5,003           (663)          (364)            1,296           4,735
Income tax (expense) benefit ..............    (1,207)        (229)                                          1,950(D)          514
                                            ---------  -----------    -----------    -----------   ---------------    ------------
Net Income (loss) before minority
  interests ...............................    (1,744)       4,774           (663)          (364)            3,246           5,249
Minority interests, net of taxes ..........       (96)                                                          93              (3)
                                            ---------  -----------    -----------    -----------   ---------------    ------------
Net income (loss) before preferred
 dividends ................................    (1,840)       4,774           (663)          (364)            3,339           5,246
Preferred dividends .......................       (82)                                                          82(C)           --
                                            ---------  -----------    -----------    -----------   ---------------    ------------
Net income (loss) attributable to
 common shares ............................ $  (1,922) $     4,774    $      (663)   $      (364)  $         3,421    $      5,246
                                            =========  ===========    ===========    ===========   ===============    ============
Net income (loss) per common share
  Basic ................................... $    (.08)                                                                $       0.11
                                            =========                                                                 ============
  Diluted ................................. $    (.08)                                                                $       0.11
                                            =========                                                                 ============
Average shares outstanding
  Basic ...................................    24,651                                                                       48,173
                                            =========                                                                 ============
  Diluted .................................    24,651                                                                       48,421
                                            =========                                                                 ============
</Table>



                                       4

<PAGE>   5


                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                                      PRO FORMA
                                                     -----------------------------------------------------------------------------
                                                      SOONER INC.                     MINORITY
                                                     (PERIOD FROM      SOONER INC.    INTEREST        OFFERING       CONSOLIDATED,
                                     CONSOLIDATED    JAN. 1, 2001 TO   ADJUSTMENTS   ADJUSTMENTS     ADJUSTMENTS     ACQUISITIONS
                                        GROUP        FEB. 14, 2001)      (NOTE 2)     (NOTE 3)     (NOTES 1 AND 4)   AND OFFERING
                                     ------------    ---------------   -----------   -----------   ---------------   -------------
<S>                                  <C>             <C>               <C>           <C>           <C>               <C>
Revenue ............................. $ 318,310        $  48,517       $             $             $                   $ 366,827
Costs and Expenses:
  Costs of sales ....................   249,802           45,140                                                         294,942
  Selling, general and
    administrative ..................    25,437            1,134                                                          26,571
  Depreciation and amortization .....    13,319              188               331           135                          13,973
  Other income ......................       (19)                                                                             (19)
                                      ---------        ---------       -----------   -----------      ---------        ---------
Operating income (loss) .............    29,771            2,055              (331)         (135)                         31,360
                                      ---------        ---------       -----------   -----------      ---------        ---------
Interest income .....................       372               22                                                             394
Interest expense ....................    (5,685)            (585)                                           843(A)        (5,427)
Other expense .......................      (274)              (1)                                                           (275)
                                      ---------        ---------       -----------   -----------      ---------        ---------
  Income before income taxes ........    24,184            1,491              (331)         (135)           843           26,052
Income tax (expense) benefit ........      (508)            (542)                                           482(D)          (568)
                                      ---------        ---------       -----------   -----------      ---------        ---------
Net income (loss) before
  minority interests ................    23,676              949              (331)         (135)         1,325           25,484

Minority interests, net of taxes ....    (1,600)                                                          1,600               --
                                      ---------        ---------       -----------   -----------      ---------        ---------
Net income (loss) before
  extraordinary item ................    22,076              949              (331)         (135)         2,925           25,484
Extraordinary loss on debt
  restructuring .....................      (784)                                                                            (784)
                                      ---------        ---------       -----------   -----------      ---------        ---------
Net income (loss) before
  preferred dividends ...............    21,292              949              (331)         (135)         2,925           24,700

Preferred dividends .................       (41)                                                             41(C)            --
                                      ---------        ---------       -----------   -----------      ---------        ---------
Net income (loss) attributable
  to common shares .................. $  21,251        $     949       $      (331)  $      (135)     $   2,966        $  24,700
                                      =========        =========       ===========   ===========      =========        =========

Net income per common share
  Basic ............................. $     .50                                                                        $    0.51
                                      =========                                                                        =========
  Diluted ........................... $     .49                                                                        $    0.51
                                      =========                                                                        =========
Average shares outstanding
  Basic .............................    42,300                                                                           48,169
                                      =========                                                                        =========
  Diluted ...........................    43,539                                                                           48,688
                                      =========                                                                        =========
</Table>



                                       5

<PAGE>   6


                   PRO FORMA COMBINED STATEMENT OF OPERATIONS

                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                               PRO FORMA
                                     ----------------------------------------------------------------------------------------------
                                                                                       MINORITY
                                                                       SOONER INC.     INTEREST        OFFERING       CONSOLIDATED,
                                       COMBINED                        ADJUSTMENTS    ADJUSTMENTS     ADJUSTMENTS     ACQUISITIONS
                                        GROUP          SOONER INC.       (NOTE 2)      (NOTE 3)     (NOTES 1 AND 4)   AND OFFERING
                                     ------------    ---------------   -----------    -----------   ---------------   -------------
<S>                                  <C>             <C>               <C>            <C>           <C>               <C>
Revenue ............................   $ 156,387        $ 154,569      $              $               $                 $ 310,956
Costs and Expenses:                  
  Costs of sales ...................     110,648          139,605                                                         250,253
  Selling, general and               
    administrative .................      19,287            4,113                                           473(B)         23,873
  Depreciation and amortization ....      10,632              721            1,326             728                         13,407
  Other income .....................         (16)                                                                             (16)
                                       ---------        ---------      -----------    ------------    ---------         ---------
Operating income (loss) ............      15,836           10,130           (1,326)           (728)        (473)           23,439
                                       ---------        ---------      -----------    ------------    ---------         ---------
Interest income ....................          37              341                                                             378
Interest expense ...................      (5,685)          (2,109)                                        3,066(A)         (4,728)
Other income .......................         104               --                                                             104
                                       ---------        ---------      -----------    ------------    ---------         ---------
  Income before income taxes .......      10,292            8,362           (1,326)           (728)       2,593            19,193
Income tax (expense) benefit .......      (6,433)            (230)                                        3,900(D)         (2,763)
                                       ---------        ---------      -----------    ------------    ---------         ---------
Net Income (loss) before minority
  interests ........................       3,859            8,132           (1,326)           (728)       6,493            16,430
Minority interests, net of taxes ...      (2,672)              --                                         2,662               (10)
                                       ---------        ---------      -----------    ------------    ---------         ---------
Net income (loss) before preferred   
 dividends .........................       1,187            8,132           (1,326)           (728)       9,155            16,420
Preferred dividends ................        (164)              --                                           164(C)             --
                                       ---------        ---------      -----------    ------------    ---------         ---------
Net income (loss) attributable to    
 common shares .....................   $   1,023        $   8,132      $    (1,326)   $       (728)   $   9,319         $  16,420
                                       =========        =========      ===========    ============    =========         =========
Net income per common share          
  Basic ............................   $     .04                                                                        $    0.34
                                       =========                                                                        =========
  Diluted ..........................   $     .04                                                                        $    0.34
                                       =========                                                                        =========
Average shares outstanding           
  Basic ............................      24,278                                                                           48,169
                                       =========                                                                        =========
  Diluted ..........................      26,249                                                                           48,421
                                       =========                                                                        =========
</Table>



                                       6

<PAGE>   7
                         OIL STATES INTERNATIONAL, INC.

   NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

    The purchase method of accounting has been used to reflect the
acquisition of the minority interests of each company in the Controlled Group
concurrent with the closing of the Offering. The purchase price is based on the
fair value of the shares owned by the minority interests, valued at the initial
public offering price of $9.00 per share. Under this accounting method, the
excess of the purchase price over the fair value of the assets and liabilities
allocable to the minority interests acquired has been reflected as goodwill.
Where book value of minority interests exceeded the purchase price, such excess
reduced property, plant and equipment. The estimated fair values of assets and
liabilities are preliminary and subject to change. For purposes of the pro forma
consolidated and combined financial statements, the goodwill recorded in
connection with this transaction is being amortized over 20 years using the
straight-line method based on management's evaluation of the nature and duration
of customer relationships and considering competitive and technological
developments in the industry. The unaudited pro forma consolidated and combined
statements of operations for the six month period ended June 30, 2001 and the
three and six month periods ended June 30, 2000 have been adjusted for the
effects of purchase accounting, as described below.

    The purchase method of accounting also has been used to reflect the
acquisition of the outstanding common stock of Sooner concurrent with the
closing of the Offering on February 14, 2001. The purchase price is based on the
fair value of the shares of Sooner, valued at the initial public offering price
of $9.00 per share. The excess of the purchase price over the fair value of the
assets and liabilities of Sooner has been reflected as goodwill. The estimated
fair values of assets and liabilities are preliminary and subject to change. For
purposes of the pro forma consolidated and combined financial statements, the
goodwill recorded in connection with this transaction is being amortized over 15
years using the straight-line method based on management's evaluation of the
nature and duration of customer relationships and considering competitive and
technological developments in the industry. The unaudited pro forma consolidated
and combined statements of operations for the six month period ended
June 30, 2001 and the three and six month periods ended June 30, 2000 include
the historical financial statements of Sooner prior to the acquisition, for
the entire three and six month periods ended June 30, 2000 and for the period
from January 1, 2001 to February 14, 2001. Subsequent to the acquisition,
Sooner's results are included with the results of the Consolidated Group.

NOTE 1 -- COMBINING ADJUSTMENTS

    Sooner's results from its February 14, 2001 acquisition date are included
with the historical results of the Controlled Group. Minority interest in income
(loss) and related tax effect of the Controlled Group are presented below (in
thousands):


<Table>
<Caption>
                                                                 TOTAL
                                                                -------
<S>                                                             <C>     
Three Months Ended June 30, 2000.........................       $   (93)
                                                                =======
Six Months Ended June 30, 2000...........................       $ 2,662
                                                                =======
Six Months Ended June 30, 2001...........................       $ 1,600
                                                                =======
</Table>


NOTE 2 -- ACQUISITION OF SOONER

    Certain reclassifications have been made to conform the presentation of
Sooner's financial statements to that of the Controlled Group.

    To reflect the acquisition of all outstanding common shares of Sooner in
exchange for 7,597,152 shares of Oil States common stock valued at the offering
price per share of $9.00 (in millions):


<Table>
<S>                                                                         <C>        <C>
Purchase price..........................................................    $69.5(1) 
Less: Fair value of net assets acquired.................................     29.7
                                                                            -----
Goodwill................................................................               $  39.8
                                                                                       =======
Amortization for the three months ended June 30, 2000...................               $   .66
                                                                                       =======
Amortization for the six months ended June 30, 2000.....................               $  1.33
                                                                                       =======
Amortization for the period from January 1, 2001 to February 14, 2001....               $   .33
                                                                                       =======
</Table>


------------

(1)  The purchase price for Sooner includes the estimated fair value of Sooner
     stock options ($1.1 million) converted into Oil States stock options.


                                       7

<PAGE>   8



NOTE 3 -- ACQUISITION OF MINORITY INTERESTS

    To reflect the acquisition of the minority interests of each company in the
Controlled Group in exchange for shares of Oil States common stock and
elimination of the historical minority interests amounts reflected for the
Controlled Group (in millions):


<Table>
<S>                                                      <C>
Amortization of the additional goodwill for
  the three months ended June 30, 2000.............      $  .36
                                                         ======
Amortization of the additional goodwill for
  the six months ended June 30, 2000...............      $  .73
                                                         ======
Amortization of the additional goodwill for
  the period from January 1, 2001 to
  February 14, 2001................................      $  .13
                                                         ======
</Table>


NOTE 4 -- OFFERING

(A)  To adjust interest expense for debt repaid with Offering proceeds and as a
     result of the exchange of shares for subordinated debt.

(B)  To adjust for costs associated with the new corporate office, including
     executives hired in connection with the Offering, which costs are not fully
     reflected in the historical financial statements. These costs will have a
     continuing impact on our operations.

(C)  To eliminate preferred stock dividends due to the conversion of the 
     preferred stock.

(D)  To adjust income tax expense for the reduction in deferred taxes due to the
     formation of the consolidated group.


                                       8

<PAGE>   9


                 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

          UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<Table>
<Caption>
                                                               THREE MONTHS ENDED JUNE 30,        SIX MONTHS ENDED JUNE 30,
                                                               ----------------------------     ----------------------------
                                                                  2001              2000           2001              2000
                                                               ----------        ----------     ----------        ----------
<S>                                                            <C>               <C>            <C>               <C>       
Revenues ....................................................  $  175,333        $   68,160     $  318,310        $  156,387

Costs and expenses:
  Cost of sales .............................................     141,622            50,624        249,802           110,648
  Selling, general and administrative expenses ..............      13,134             9,781         25,437            19,287
  Depreciation expense ......................................       4,976             4,667          9,972             9,085
  Amortization expense ......................................       1,978               776          3,347             1,547
  Other operating expense (income) ..........................         117                16            (19)              (16)
                                                               ----------        ----------     ----------        ----------
                                                                  161,827            65,864        288,539           140,551
                                                               ----------        ----------     ----------        ----------
Operating income ............................................      13,506             2,296         29,771            15,836

Interest expense ............................................      (2,457)           (2,893)        (5,685)           (5,685)
Interest income .............................................          78                21            372                37
Other income (expense) ......................................        (538)               39           (274)              104
                                                               ----------        ----------     ----------        ----------
Income (loss) before income taxes, minority
  interest, and extraordinary item ..........................      10,589              (537)        24,184            10,292
Income tax expense ..........................................        (328)           (1,207)          (508)           (6,433)
Minority interest in income of combined
  companies and consolidated subsidiaries ...................          --               (96)        (1,600)           (2,672)
                                                               ----------        ----------     ----------        ----------
Net income (loss) before extraordinary item
  and preferred dividends ...................................      10,261            (1,840)        22,076             1,187

Extraordinary loss on debt restructuring, net of taxes ......          --                --           (784)               --
                                                               ----------        ----------     ----------        ----------
Net income (loss) before preferred dividends ................      10,261            (1,840)        21,292             1,187

Preferred dividends .........................................          --               (82)           (41)             (164)
                                                               ----------        ----------     ----------        ----------
Net income (loss) attributable to common shares .............  $   10,261        $   (1,922)    $   21,251        $    1,023
                                                               ==========        ==========     ==========        ==========
Basic income (loss) per share:
  Income (loss) per share before extraordinary item .........  $      .21        $     (.08)    $      .52        $      .04

  Extraordinary loss on debt restructuring, net of taxes ....          --                --           (.02)               --
  Basic net income (loss) per share .........................         .21              (.08)           .50               .04

Diluted income (loss) per share:
  Income (loss) per share before extraordinary item .........  $      .21        $     (.08)    $      .51        $      .04

  Extraordinary loss on debt restructuring, net of taxes ....          --                --           (.02)               --

  Diluted net income (loss) per share .......................         .21              (.08)           .49               .04

Weighted average number of common shares outstanding
  (in thousands):
  Basic .....................................................      48,182            24,651         42,300            24,278
  Diluted ...................................................      48,742            24,651         43,539            26,249

</Table>


                 The accompanying notes are an integral part of
                           these financial statements.


                                       9

<PAGE>   10


                 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

                    CONSOLIDATED AND COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                        CONSOLIDATED        COMBINED
                                                          JUNE 30,        DECEMBER 31,
                            ASSETS                          2001              2000
                                                        ------------      ------------
                                                         (UNAUDITED)
<S>                                                       <C>              <C>      
Current assets:
  Cash and cash equivalents .........................     $   3,067        $   4,821
  Accounts receivable, net ..........................       105,193           64,137
  Inventories, net ..................................       110,092           30,826
  Prepaid expenses and other current assets .........         4,166            1,715
                                                          ---------        ---------
    Total current assets ............................       222,518          101,499
                                                                           
Property, plant, and equipment, net .................       144,370          143,468
Goodwill, net .......................................       174,248          103,391
Other noncurrent assets .............................         6,313            5,160
                                                          ---------        ---------
     Total assets ...................................     $ 547,449        $ 353,518
                                                          =========        =========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities ..........     $  84,368        $  57,248
  Income taxes ......................................         7,324            2,796
  Current portion of long-term debt .................         3,846           37,629
  Other current liabilities .........................         6,434            3,433
                                                          ---------        ---------
     Total current liabilities ......................       101,972          101,106

  Long-term debt ....................................       102,318          102,614
  Deferred income taxes .............................         8,900           19,977
  Postretirement healthcare benefits ................         5,753            5,899
  Other liabilities .................................         4,422            4,519
                                                          ---------        ---------
     Total liabilities ..............................       223,365          234,115

Minority interest ...................................           155           37,561
Redeemable preferred stock ..........................            --           25,293
Stockholders' equity:
  Convertible preferred stock .......................            --            1,625
  Common stock ......................................           483              272
  Additional paid-in capital ........................       325,268           83,810
  Retained earnings (deficit) .......................         3,013          (25,854)
  Accumulated other comprehensive loss ..............        (4,835)          (3,304)
                                                          ---------        ---------
     Total stockholders' equity .....................       323,929           56,549
                                                          ---------        ---------
     Total liabilities and stockholders' equity .....     $ 547,449        $ 353,518
                                                          =========        =========
</Table>


                 The accompanying notes are an integral part of
                           these financial statements.


                                       10

<PAGE>   11



                 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

          UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                               SIX MONTHS ENDED JUNE 30,
                                                                                  2001           2000
                                                                               ----------     ----------
<S>                                                                            <C>            <C>       
Cash flows from operating activities:
  Net income before extraordinary item .....................................   $   22,076     $    1,187
  Adjustments to reconcile net income from continuing operations to net
    cash from operating activities:
    Minority interest, net of distributions ................................        1,600          2,572
    Depreciation and amortization ..........................................       13,319         10,632
    Deferred income tax provision (benefit) ................................      (11,617)           226
    Other, net .............................................................          655            174
    Changes in working capital .............................................      (17,889)        12,627
                                                                               ----------     ----------
      Net cash flows provided by operating activities ......................        8,144         27,418

Cash flows from investing activities:
  Acquisitions of businesses ...............................................           --         (3,500)
  Capital expenditures .....................................................      (12,537)        (8,757)
  Proceeds from sale of equipment ..........................................        4,925            724
  Cash acquired in Sooner acquisition ......................................        4,894             --
  Payment of earn-out for acquired business ................................       (2,120)            --
  Other, net ...............................................................         (339)           200
                                                                               ----------     ----------
      Net cash flows used in investing activities ..........................       (5,177)       (11,333)

Cash flows from financing activities:
  Revolving credit borrowings (repayments) .................................        6,456         (5,317)
  Debt repayments ..........................................................      (65,475)       (55,441)
  Debt borrowings ..........................................................           --         56,869
  Preferred stock dividends ................................................         (844)          (502)
  Issuance of common stock .................................................       84,500             76
  Repurchase of preferred stock ............................................      (21,775)            --
  Payment of offering and financing costs ..................................       (4,952)            --
  Other, net ...............................................................       (2,530)          (567)
                                                                               ----------     ----------
      Net cash flows used in financing activities ..........................       (4,620)        (4,882)

Effect of exchange rate changes on cash ....................................         (230)           (60)
                                                                               ----------     ----------
Net increase (decrease) in cash and cash equivalents from continuing
 operations ................................................................       (1,883)        11,143
Net cash provided by (used in) discontinued operations .....................          379        (10,156)
Extraordinary item .........................................................         (250)            --
Cash and cash equivalents, beginning of year ...............................        4,821          3,216
                                                                               ----------     ----------
Cash and cash equivalents, end of year .....................................   $    3,067     $    4,203
                                                                               ==========     ==========
</Table>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       11

<PAGE>   12


                 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

    The consolidated and combined financial statements include the activities of
Oil States International, Inc. (Oil States), HWC Energy Services, Inc. (HWC) and
PTI Group, Inc. (PTI), collectively the Controlled Group or the Company. The
reorganization accounting method, which yields results similar to the pooling of
interest method, has been used in the preparation of the consolidated and
combined financial statements of the Controlled Group (entities under common
control of SCF-III L.P., a private equity fund that focuses on investments in
the energy industry). Under this method of accounting, the historical financial
statements of HWC and PTI are combined with Oil States for the three-month and
six-month periods ended June 30, 2000, and for the period until February 14,
2001 when Oil States, HWC and PTI merged and Oil States acquired Sooner Inc.
(Sooner) in exchange for its common stock. After February 14, 2001, the
consolidated financial statements of Oil States include the results of all its
subsidiaries including HWC, PTI and Sooner. The combined financial statements
have been adjusted to reflect minority interests in the Controlled Group. All
significant intercompany accounts and transactions between the consolidated
entities have been eliminated in the accompanying consolidated and combined
financial statements.

    The accompanying unaudited consolidated and combined financials statements
of the Company and its wholly-owned subsidiaries have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information in footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to these rules and regulations. The unaudited
financial statements included in this report reflect all the adjustments,
consisting of normal recurring adjustments, which the Company considers
necessary for a fair presentation of the results of operations for the interim
periods covered and for the financial condition of the Company at the date of
the interim balance sheet. Results for the interim periods are not necessarily
indicative of results for the year.

    The financial statements included in this report should be read in
conjunction with Oil States' audited combined financial statements and
accompanying notes included in its 2000 Form 10-K, filed under the Securities
Exchange Act of 1934, as amended.

2. INITIAL PUBLIC OFFERING, MERGER TRANSACTIONS AND REFINANCING

    On February 9, 2001, the Company began trading its common stock on the New
York Stock Exchange under the symbol "OIS" pursuant to completion of its initial
public offering (the Offering). On February 14, 2001, the Company closed the
business combination and the Offering thereby acquiring the minority interests
and the Sooner operations.

    Concurrent with the Offering, the Company acquired Sooner for $69.5 million.
The Company exchanged 7,597,152 shares of its common stock for all of the
outstanding common shares of Sooner. The Company accounted for the acquisition
using the purchase method of accounting and recorded approximately $39 million
in goodwill that is being amortized over a 15-year period.

    Concurrent with the closing of the Offering, the Company issued 4,275,555
shares of common stock to SCF-III and SCF-IV L.P. (SCF-IV) in exchange for
approximately $36.0 million of indebtedness of Oil States and Sooner which was
held by SCF-III and SCF-IV (the SCF Exchange).

    With the proceeds received in the Offering, the Company repaid $43.7 million
of outstanding subordinated debt of the Controlled Group and Sooner, redeemed
$21.8 million of preferred stock of Oil States, paid accrued interest on
subordinated debt and accrued dividends on preferred stock aggregating $7.1
million, and repurchased common stock from non-accredited shareholders and
shareholders holding pre-emptive stock purchase rights for $1.6 million. The
balance of the proceeds were used to reduce amounts outstanding under bank lines
of credit.

    On February 14, 2001, the Company entered into a $150 million senior secured
revolving credit facility. This new credit facility replaced existing bank
credit facilities.


                                       12

<PAGE>   13


3. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

    Additional information regarding selected balance sheet accounts is
presented below (in thousands):


<Table>
<Caption>
                                               JUNE 30,    DECEMBER 31,
                                                 2001          2000
                                             -----------   ------------
                                             (UNAUDITED)
<S>                                          <C>           <C>         
              Accounts receivable, net:
                 Trade...................    $   100,313   $     61,809
                 Unbilled revenue........          3,279             --
                 Other...................          3,992          4,323
                 Allowance...............         (2,391)        (1,995)
                                             -----------   ------------
                                             $   105,193   $     64,137
                                             ===========   ============
</Table>



<Table>
<Caption>
                                                              JUNE 30,     DECEMBER 31,
                                                                2001          2000
                                                             -----------   ------------
                                                             (UNAUDITED)
<S>                                                          <C>           <C>         
              Inventories, net:
                 Finished goods and purchased products..     $    93,790   $     14,813
                 Work in progress.......................          11,884         12,208
                 Raw materials..........................           9,767          8,720
                                                             -----------   ------------
                    Total inventories...................         115,441         35,741
                 Inventory reserves.....................          (5,349)        (4,915)
                                                             -----------   ------------
                                                             $   110,092   $     30,826
                                                             ===========   ============
</Table>




<Table>
<Caption>
                                                         ESTIMATED     JUNE 30,    DECEMBER 31,
                                                        USEFUL LIFE      2001          2000
                                                        -----------  -----------   ------------
                                                        (UNAUDITED)
<S>                                                     <C>          <C>           <C>
          Property, plant and equipment, net:
             Land...................................                 $     4,234   $      3,660
             Buildings and leasehold improvements...    2-50 years        27,157         25,501
             Machinery and equipment................    2-29 years       138,708        134,983
             Rental tools...........................    3-5 years         19,954         18,370
             Office furniture and equipment.........    1-10 years        10,411          8,724
             Vehicles...............................    2-5 years          5,410          4,853
             Construction in progress...............                         766             26
                                                                     -----------   ------------
               Total property, plant and equipment..                     206,640        196,117
          Less: Accumulated depreciation............                     (62,270)       (52,649)
                                                                     -----------   ------------
                                                                     $   144,370   $    143,468
                                                                     ===========   ============
</Table>




<Table>
<Caption>
                                                              JUNE 30,     DECEMBER 31,
                                                                2001          2000
                                                             -----------   ------------
                                                             (UNAUDITED)
<S>                                                          <C>           <C>         
         Accounts payable and accrued liabilities:
            Trade accounts payable...................        $    54,137   $     26,215
            Accrued compensation.....................              8,298          7,685
            Accrued insurance........................              2,085          2,819
            Accrued interest.........................              1,019          6,646
            Other....................................             18,829         13,883
                                                             -----------   ------------
                                                             $    84,368   $     57,248
                                                             ===========   ============
</Table>


4. SEGMENT AND RELATED INFORMATION

    In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," the Company has identified the following
reportable segments: Offshore Products and Wellsite Services and, since the
acquisition of Sooner, Tubular Services. The Company's reportable segments are
strategic business units that offer different products and services. They are
managed separately because each business requires different technology and
marketing strategies. Most of the businesses were acquired as a unit, and the
management at the time of the acquisition was retained.


                                       13

<PAGE>   14


    Financial information by industry segment for each of the three-month and
six-month periods ended June 30, 2001 and 2000 is summarized in the following
tables (in thousands):


<Table>
<Caption>
                                                 OFFSHORE      WELLSITE     TUBULAR       CORPORATE AND
                                                 PRODUCTS      SERVICES    SERVICES       ELIMINATIONS       TOTAL
                                                 ========      ========    =========      =============    =========
<S>                                              <C>           <C>         <C>            <C>              <C>      
       THREE MONTHS ENDED JUNE 30, 2001
          Revenues from unaffiliated
          customers........................      $ 32,429      $ 56,492    $  86,412        $    --        $ 175,333
                                                 ========      ========    =========        =======        =========
          EBITDA...........................         3,960        14,134        3,758         (1,392)          20,460
                                                 ========      ========    =========        =======        =========
          Depreciation and amortization....         1,534         3,980          498            942            6,954
                                                 ========      ========    =========        =======        =========
          Operating income (loss)..........         2,426        10,154        3,261         (2,335)          13,506
                                                 ========      ========    =========        =======        =========
          Capital expenditures.............           710         6,958          195             14            7,877
                                                 ========      ========    =========        =======        =========
          Total assets.....................       137,155       213,689      132,657         63,948          547,449
                                                 ========      ========    =========        =======        =========

       THREE MONTHS ENDED JUNE 30, 2000
          Revenues from unaffiliated
          customers........................      $ 27,991      $ 40,169    $      --        $    --        $  68,160
                                                 ========      ========    =========        =======        =========
          EBITDA...........................          (868)        8,644           --            (37)           7,739
                                                 =========     ========    =========        =======        =========
          Depreciation and amortization....         1,553         3,890           --             --            5,443
                                                 ========      ========    =========        =======        =========
          Operating income (loss)..........        (2,421)        4,755           --            (38)           2,296
                                                 ========      ========    =========        =======        =========
          Capital expenditures.............           770         4,573           --             --            5,343
                                                 ========      ========    =========        =======        =========
          Total assets.....................       142,452       200,831           --            261          343,544
                                                 ========      ========    =========        =======        =========
</Table>




<Table>
<Caption>
                                                 OFFSHORE      WELLSITE     TUBULAR       CORPORATE AND
                                                 PRODUCTS      SERVICES    SERVICES       ELIMINATIONS       TOTAL
                                                 ========      ========    =========      =============    =========
<S>                                              <C>           <C>         <C>            <C>              <C>      
       SIX MONTHS ENDED JUNE 30, 2001
          Revenues from unaffiliated
          customers........................      $ 61,930      $125,647    $ 130,733        $    --        $ 318,310
                                                 ========      ========    =========        =======        =========
          EBITDA...........................         5,747        34,013        5,859         (2,529)          43,090
                                                 ========      ========    =========        =======        =========
          Depreciation and amortization....         3,144         8,056          700          1,419           13,319
                                                 ========      ========    =========        =======        =========
          Operating income (loss)..........         2,603        25,957        5,159         (3,948)          29,771
                                                 ========      ========    =========        =======        =========
          Capital expenditures.............         1,447        10,677          334             79           12,537
                                                 ========      ========    =========        =======        =========
          Total assets.....................       137,155       213,689      132,657         63,948          547,449
                                                 ========      ========    =========        =======        =========

       SIX MONTHS ENDED JUNE 30, 2000
          Revenues from unaffiliated
          customers........................      $ 55,911      $100,476    $      --        $    --        $ 156,387
                                                 ========      ========    =========        =======        =========
          EBITDA...........................           416        26,112           --            (60)          26,468
                                                 ========      ========    =========        =======        =========
          Depreciation and amortization....         3,301         7,331           --             --           10,632
                                                 ========      ========    =========        =======        =========
          Operating income (loss)..........        (2,885)       18,781           --            (60)          15,836
                                                 =========     ========    =========        =======        =========
          Capital expenditures.............         1,207         7,550           --             --            8,757
                                                 ========      ========    =========        =======        =========
          Total assets.....................       142,452       200,831           --            261          343,544
                                                 ========      ========    =========        =======        =========
</Table>



5. EXTRAORDINARY ITEM

    In connection with the debt refinancing in February 2001 (Note 2), the
Company incurred prepayment penalties and wrote-off unamortized debt issue costs
totaling $0.8 million.

6. COMPREHENSIVE INCOME (LOSS)

    Comprehensive income (loss) for the three month and six month periods ended
June 30, 2001 and 2000 was as follows (in thousands):


<Table>
<Caption>
                                              THREE MONTHS ENDED JUNE 30,        SIX MONTHS ENDED JUNE 30,
                                              ----------------------------     ----------------------------
                                                 2001              2000           2001              2000
                                              ----------        ----------     ----------        ----------
<S>                                           <C>               <C>            <C>               <C>       
Comprehensive income:
   Net income (loss) ......................   $   10,261        $   (1,840)    $   21,292        $    1,187
   Cumulative translation adjustment ......        1,542            (1,602)        (1,531)           (2,104)
                                              ----------        ----------     ----------        ----------
   Total comprehensive income (loss) ......   $   11,803        $    3,442     $   19,761        $     (917)
                                              ==========        ==========     ==========        ==========
</Table>



7. COMMITMENTS AND CONTINGENCIES

    LTV Corporation (LTV), the former owner of Oil States, under the terms of
the stock purchase agreement, has indemnified Oil States of all claims and
contingencies, threatened or pending, relating to business activities prior to
August 1, 1995. Specifically,


                                       14

<PAGE>   15


claims involving environmental remediation, product warranty, legal actions,
workers' compensation issues and various federal, state and sales tax matters
related to pre-August 1995 business transactions are the financial
responsibility of LTV. The financial responsibilities are initially satisfied
through the reserves assumed as part of the acquisition.

    Oil States has warranted items related to the sale of two of its
subsidiaries, subject to threshold amounts defined in the respective sale
agreements. The Company believes all amounts have been properly reflected in the
accompanying consolidated financial statements.

    The Company is involved in various claims, lawsuits and other proceedings
relating to a wide variety of matters. While uncertainties are inherent in the
final outcome of such matters, and it is presently impossible to determine the
actual costs that ultimately may be incurred, management believes that the
resolution of such uncertainties and the incurrence of such costs will not have
a material adverse effect on the Company's consolidated financial position,
results of operations or liquidity.


                                       15

<PAGE>   16



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

    This discussion contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about us and our industry.
These forward-looking statements involve risks and uncertainties. Our actual
results could differ materially from those indicated in these forward-looking
statements as a result of certain factors as described below in the Overview
section and as more fully described under Cautionary Statement for Purposes of
the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of
1995 in the Business section of the Company's Annual Report on Form 10-K. We
undertake no obligation to update publicly any forward-looking statements, even
if new information becomes available or other events occur in the future.

Overview

    We provide a broad range of products and services to the oil and gas
industry through our offshore products, tubular services and well site services
business segments. Demand for our products and services is cyclical and
substantially dependent upon activity levels in the oil and gas industry,
particularly our customers' willingness to spend capital on the exploration and
development of oil and gas reserves. Demand for our products and services by our
customers is highly sensitive to current and expected oil and natural gas
prices. Our offshore products segment is a leading provider of highly engineered
and technically designed products for offshore oil and gas development and
production systems and facilities. Sales of our offshore products and services
depend upon repairs and upgrades of existing drilling rigs, construction of new
drilling rigs and the development of offshore production systems. We are
particularly influenced by deepwater drilling and production activities. Through
our tubular services division, we distribute premium tubing and casing. Sales of
tubular products and services depend upon the overall level of drilling activity
and the mix of wells being drilled. Demand for tubular products is positively
impacted by increased drilling of deeper horizontal and offshore wells that
generally require premium tubulars and connectors, large diameter pipe and
longer and additional tubular and casing strings. In our well site services
business segment, we provide hydraulic well control services, pressure control
equipment and rental tools and remote site accommodations, catering and
logistics services. Demand for our well site services depends upon the level of
worldwide drilling and workover activity.

    Beginning in late 1996 and continuing though the early part of 1998,
stabilization of oil and gas prices led to increases in drilling activity as
well as the refurbishment and new construction of drilling rigs. In the second
half of 1998, crude oil prices declined substantially and reached levels below
$11 per barrel in early 1999. With this decline in pricing, many of our
customers substantially reduced their capital spending and related activities.
This industry downturn continued through most of 1999. The rig count in the
United States and Canada, as measured by Baker Hughes Incorporated, fell from
1,481 rigs in February 1998 to 559 rigs in April 1999. This downturn in activity
had a material adverse effect on demand for our products and services, and our
operations suffered as a result.

    The price of crude oil has increased over 1999 levels due to improved demand
for oil and supply reductions by OPEC member countries. This improvement in
crude oil pricing has led to increases in the rig count, particularly in Canada
and the United States. As of August 3, 2001, the rig count in the United States
and Canada, as measured by Baker Hughes, was 1,535. Demand for our well site
services and tubular services began to recover with the overall improvement of
industry fundamentals. Our offshore products segment has just begun to show some
signs of recovery based on the growth of our backlog in this segment and the
level of customer inquiries currently being received. We believe that our
offshore products segment has lagged the general market recovery because its
sales related to offshore construction and production facility development
generally occur later in the cycle. Worldwide construction activity continues at
a very low level currently, but we expect it to increase substantially as
construction activity in the shallow water regions of the Gulf of Mexico resumes
and as the industry increasingly pursues deeper water drilling and development
projects.

    Consolidation among both major and independent oil and gas companies has
affected exploration, development and production activities, particularly in
international areas. These companies have focused on integration activities and
cost control measures over recent periods. As a result, we believe that capital
spending within the industry has lagged the improvement in crude oil prices.

    Recently, there has been increased uncertainty concerning the stability of
oil and natural gas prices due to higher oil and gas inventories and a general
economic slowdown in the United States and in other economies. The economic
slowdown coupled with conservation efforts have affected energy supplies and
related pricing. The rig count has decreased in recent weeks, but remains well
above prior year levels. Management believes this price uncertainty will impact
near-term activity levels in the oilfield service business. The Company has
taken steps to reduce its tubular inventories and such action could have an
adverse impact on profitability if pricing is reduced. Longer term oil and gas
supply and demand fundamentals remain positive and we believe any disruption in
the positive trends in the Company's operating performance will be brief.


                                       16

<PAGE>   17
The Combination

    Prior to our initial public offering in February 2001, SCF-III owned
majority interests in Oil States, HWC and PTI, and SCF-IV owned a majority
interest in Sooner. The following chart depicts the summary ownership structure
of Oil States, HWC, PTI and Sooner prior to the Combination:

    [Chart depicting that SCF-III, L.P. owns 84.6%, 80.6% and 57.7% of Oil
States, HWC and PTI, respectively, and minority shareholders own 15.4%, 19.4%
and 42.3% of Oil States, HWC and PTI, respectively, in each case prior to the
Combination. The chart also depicts that SCF-IV, L.P. owns 81.7% of Sooner and
minority stockholders own 18.3% of Sooner, prior to the Combination.]

    L.E. Simmons & Associates, Incorporated is the ultimate general partner of
SCF-III and SCF-IV. L.E. Simmons, the chairman of our board of directors, is the
sole shareholder of L.E. Simmons & Associates, Incorporated. Concurrently with
the closing of the Offering, Oil States combined with Sooner, HWC and PTI, a
transaction which we refer to as the Combination. As a result HWC, Sooner and
PTI became our wholly owned subsidiaries. Concurrently with the closing the
Offering we also issued 4,275,555 shares of common stock to SCF-III and SCF-IV
in exchange for approximately $36.0 million of indebtedness of Oil States and
Sooner which was held by SCF (the SCF Exchange). This exchange was based on the
initial public offering price of $9.00 per share less underwriting discounts and
commissions. The following chart depicts the summary ownership structure of our
company following the Combination, the SCF Exchange and the Offering:

    [Chart depicting that purchasers in the offering own 20.7% of our company,
existing stockholders (other than SCF) own 16.1%, SCF-III, L.P. owns 45.2% and
SCF-IV, L.P. owns 17.9%, in each case following the Combination and the
Offering. The chart also depicts that Oil States owns 100% of HWC, 100%
(indirectly) of PTI and 100% of Sooner following the Combination and the
Offering.]

    The financial results of Oil States, HWC and PTI have been combined for the
six months ended June 30, 2000 and for the period from January 1, 2001 to
February 14, 2001 using reorganization accounting, which yields results similar
to the pooling of interests method. The combined results of Oil States, HWC and
PTI form the basis for the discussion of our results of operations provided
below. The operations of Oil States, HWC and PTI represent two of our business
segments, offshore products and well site services. Concurrent with the closing
of the Offering, Oil States acquired Sooner, and the acquisition was accounted
for using the purchase method of accounting. The pro forma financial statements
for the three month and six month periods ended June 30, 2001 and 2000 reflect
the acquisition of Sooner as if such acquisition occurred on January 1, 2000.
After the acquisition of Sooner, we report under three business segments. The
unaudited pro forma financial statements do not reflect any cost savings or
other financial synergies that may be realized after the Combination.

    PRO FORMA RESULTS OF OPERATIONS

    Since the acquisition of Sooner, we have reported under three business
segments, offshore products, well site services and tubular services. Pro forma
information including these three segments is presented below.


<Table>
<Caption>
                                         PRO FORMA               PRO FORMA
                                        THREE MONTHS            SIX MONTHS
                                       ENDED JUNE 30,          ENDED JUNE 30,
                                       --------------       --------------------
                                           2000(1)            2001        2000
                                       --------------       --------    --------
<S>                                    <C>                  <C>         <C>     
Revenues
  Offshore Products .............        $   28.0           $   61.9    $   55.9
  Well Site Services ............            40.2              125.6       100.5
  Tubular Services ..............            84.1              179.3       154.6
                                         --------           --------    --------
     Total ......................        $  152.3           $  366.8    $  311.0
                                         ========           ========    ========
Operating Income (Loss)
  Offshore Products .............        $   (2.4)          $    2.6    $   (2.9)
  Well Site Services ............             4.8               26.0        18.8
  Tubular Services ..............             5.8                7.2        10.1
  Corporate and Eliminations ....            (1.4)              (4.4)       (2.6)
                                         --------           --------    --------
     Total ......................        $    6.8           $   31.4    $   23.4
                                         ========           ========    ========
</Table>


(1)  Comparable results for the three months ended June 30, 2001 are provided 
     in the Combined and Consolidated Results of Operations below.



                                       17

<PAGE>   18


  SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000

    Revenues. Pro forma revenues increased by 18.0% from $311.0 million during
the six months ended June 30, 2000 to $366.8 million for the six months ended
June 30, 2001. Revenues from our well site services segment increased $25.2
million, or 25.1%, of which $10.9 million was generated from our remote site
accommodations, catering and logistics services and modular building
construction services, $4.9 million was generated from our rental tool business,
$6.4 million was generated from our land drilling operations and $3.0 million
was generated from our hydraulic workover business. Increases in Canadian
drilling activity, tar sands development activity and strong Gulf of Mexico
accommodations activity drove the increase in revenues in our remote site
accommodations, catering and logistics services and modular building
construction services. The increases in revenues from our rental tool operations
and land drilling services were due to improvements in utilization and pricing
from the first half of 2000 to the first half of 2001. Our tubular services
revenues increased $24.7 million, or 16.0%, over the period as a direct result
of the increased drilling activity over the period. The remaining $6.0 million
increase in revenues was generated by our offshore products segment. This year
over year increase in revenues was generated by increased demand for our
bearings and connector products and certain fabrication work.

    Cost of sales. Cost of sales increased $44.7 million, or 17.9%, to $294.9
million for the six months ended June 30, 2001 from $250.3 million for the six
months ended June 30, 2000. The cost of sales increase was primarily due to the
increase revenues at each of our operating segments. Cost of sales increased in
our well site services, tubular services and offshore products segments by $15.4
million, $27.3 million and $1.7 million, respectively. Our gross profit margin
for the period increased slightly from 19.5% in 2000 to 19.6% in 2001. Gross
margin improvements in our well site services and offshore products segments
more than offset margin declines in our tubular services segments.

    Selling, General and Administrative Expenses. During the six months ended
June 30, 2001, selling, general and administrative expenses increased $2.7
million, or 11.3%, to $26.6 million from $23.9 million for the six months ended
June 30, 2000. Selling, general and administrative expenses increased by $2.2
million, or 22.4%, in our well site services segment due to headcount increases
in support of increased market activity. This increase was partially offset by a
$1.2 million decrease in our offshore products segment as we reduced costs in
the second half of 2000 to improve profitability. Corporate headquarter charges
were up $1.6 million due to the establishment of a new corporate headquarters
office in connection with the Offering.

    Depreciation and Amortization. Depreciation and amortization increased $0.6
million to a total of $14.0 million for the six months ended June 30, 2001. The
4.5% increase was primarily due to acquisitions and capital expenditures in our
well site services segment during 2000.

    Operating Income. Our operating income represents revenues less (i) cost of
sales, (ii) selling, general and administrative expenses and (iii) depreciation
and amortization plus other operating income. Our operating income increased
$7.9 million, or 33.8%, to $31.4 million for the six months ended June 30, 2001
from $23.4 million for the six months ended June 30, 2000. Operating income from
our well site services segment increased $7.2 million from $18.8 million for the
six months ended June 30, 2000 to $26.0 million during the six months ended June
30, 2001. Operating income for our tubular services segment decreased $2.9
million to $7.2 million for the six months ended June 30, 2001 from $10.1
million during the six months ended June 30, 2000. Operating income in our
offshore products segment increased $5.5 million to $2.6 million for the six
months ended June 30, 2001 from an operating loss of $2.9 million for the six
months ended June 30, 2000.

    Net Interest Expense. Net interest expense totaled $5.0 million for the six
months ended June 30, 2001 compared to $4.4 million for the six months ended
June 30, 2000. The $0.6 million increase in net interest expense was primarily
related to an increase in average debt balances outstanding.

    Income Tax Expense. Income tax expense totaled $0.6 million during the six
months ended June 30, 2001 compared to $2.8 million during the same period in
2000. The decrease of $2.2 million, and the corresponding low effective tax
rate, was primarily due to a reduction in the allowance applied against tax
assets, primarily net operating losses (NOL's), due to expected tax benefits
resulting from the Combination. We adjusted such tax assets because we
determined that it was more likely than not that the deferred tax assets would
be realized in the period. Net income for the first six months of 2001 reflects
a low estimated annual effective rate due to the partial utilization of net
operating losses that benefit the consolidated group after the merger.

    Minority Interest. Minority interest expense was immaterial during the six
months ended June 30, 2001 and 2000. Substantially all of the minority interests
were acquired, and therefore reduced, in connection with the Combination.


                                       18

<PAGE>   19


    COMBINED AND CONSOLIDATED RESULTS OF OPERATIONS.

    Prior to the Sooner acquisition, which was effective February 14, 2001, we
reported under two business segments, offshore products and well site services.
With the Sooner acquisition, we added the tubular services segment. Information
for these segments, which represent the combined results of Oil States, HWC and
PTI using reorganization accounting through the Sooner acquisition date and
consolidated results of Oil States, HWC, PTI and Sooner after February 14, 2001
is presented below.


<Table>
<Caption>
                                        THREE MONTHS            SIX MONTHS
                                       ENDED JUNE 30,          ENDED JUNE 30,
                                    --------------------    --------------------
                                      2001        2000        2001        2000
                                    --------    --------    --------    --------
<S>                                 <C>         <C>         <C>         <C>     
Revenues
  Offshore Products .............   $   32.4    $   28.0    $   61.9    $   55.9
  Well Site Services ............       56.5        40.2       125.6       100.5
  Tubular Services ..............       86.4          --       130.7          --
                                    --------    --------    --------    --------
     Total ......................   $  175.3    $   68.2    $  318.3    $  156.4
                                    ========    ========    ========    ========
Operating Income (Loss)
  Offshore Products .............   $    2.4    $   (2.4)   $    2.6    $   (2.9)
  Well Site Services ............       10.2         4.8        26.0        18.8
  Tubular Services ..............        3.3          --         5.2          --
  Corporate and Eliminations ....       (2.4)        (.1)       (4.0)        (.1)
                                    --------    --------    --------    --------
     Total ......................   $   13.5    $    2.3    $   29.8    $   15.8
                                    ========    ========    ========    ========
</Table>



                THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE
                        THREE MONTHS ENDED JUNE 30, 2000

    Revenues. Revenues increased $107.2 million, or 157.2%, during the three
months ended June 30, 2001 compared to the three months ended June 30, 2000.
This revenue increase was primarily attributable to the acquisition of Sooner in
February 2001 which contributed $86.4 million revenues. Well site services
revenues increased by $16.3 million, or 40.5%, and offshore products revenues
increased $4.4 million, or 15.7%, during the same period. Of the $16.3 million
increase in well site services, $7.2 million was generated by our remote site
accommodations, catering and logistics services and modular building
construction services, $3.7 million was from our drilling operations, $2.9
million was generated from our hydraulic workover units and $2.5 million was
generated from our rental tool operations. The improvement in revenues from our
remote site accommodations, catering and logistics services and modular building
construction services as primarily due to an increase in headcount served due to
increased activity in the tar sands developments in Northern Alberta, Canada.
The increase in revenues of drilling rigs was attributable to increased
utilization and footage rates charged in both Texas and Ohio. The hydraulic
workover units' increased revenues in the three months ended June 30, 2001
compared to the same period in the prior year was attributable to higher
utilization (958 revenue days vs. 758 revenue days) and higher revenues per day
worked. Increased activity for our hydraulic workover units was noted in all
geographic areas, but it was most significant in West Africa and the Middle East
regions. Our rental tool operations benefited from increased activity and
additional tools purchased for rent since the second quarter of 2000. Offshore
products revenues increased in the quarter ended June 30, 2001 compared to the
same period in the prior year because of increased volumes in its bearing and
connector products and higher activity in fabrication and repair operations.

    Cost of Sales. Cost of sales increased $91.0 million, or 179.8%, to $141.6
million in the three months ended June 30, 2001 compared to $50.6 million in the
three months ended June 30, 2000. The acquisition of Sooner's tubular services
business accounted for $80.6 million of this increase. Well site services cost
of sales increased $9.8 million in the three months ended June 30, 2001 compared
to the same period in 2000. The increase in cost of sales for the well site
services segment was attributable to higher activity. Our gross margins
decreased to 19.2% in the three months ended June 30, 2001 from 25.8% during the
same period in 2000 because of the addition of our tubular services segment
beginning February 2001, whose business is characterized by lower gross margins
than are realized in our offshore services and well site services business.

    Selling, General and Administrative Expenses. During the three months ended
June 30, 2001, selling general and administrative expenses increased $3.3
million to $13.1 million compared to $9.8 million for the three months ended
June 30, 2000. The newly acquired tubular services division added $2.0 million
of the increase. Selling, general and administrative expenses in our well site
services segment increased $1.0 million, or 20.3%, due to headcount increases in
support of increased market activity. This increase was partially offset by a
$0.8 million decrease in our offshore products segment. We reduced costs in our
offshore products segment in response to the market downturn in offshore
construction activity. Additionally, there was an increase in selling, general
and administrative expenses of $1.1 million attributable to the establishment of
our corporate headquarters office after the second quarter of 2000.

    Depreciation and Amortization. Depreciation and amortization totaled $7.0
million for the three months ended June 30, 2001 compared to $5.4 million for
the three months ended June 30, 2000. The addition of our tubular services
segment caused an increase


                                       19


<PAGE>   20


of $0.5 million. The remaining increase was primarily related to asset
acquisitions capital expenditures made in our well site services segment during
2000.

    Operating Income. Our operating income equals revenues less cost of sales,
selling, general and administrative expense, depreciation and amortization and
other operating income (expense). Our operating income increased by $11.2
million to $13.5 million for the three months ended June 30, 2001 from $2.3
million for the same period in 2000. Operating income from our well site
services segment increased $5.4 million from $4.8 million for the three months
ended June 30, 2000 to $10.2 million for the same period in 2001. Operating
income in our offshore products segment increased $4.8 million from a loss of
$2.4 million in 2000 to income of $2.4 million in 2001. The tubular services
segment contributed operating income of $3.3 million during the three months
ended June 30, 2001.

    Income Tax (Expense) Benefit. Income tax expense totaled $0.3 million during
the three months ended June 30, 2001 compared to $1.2 million during the three
months ended June 30, 2000. The decrease of $.9 million, and the correspondingly
low effective tax rate, was primarily due to a reduction in the allowance
applied against tax assets, primarily net operating losses (NOL's), due to
expected tax benefits resulting from the Combination. Net income for the second
quarter of 2001 reflects a low estimated annual effective rate due to the
partial utilization of net operating losses that benefit the consolidated group
after the merger.

    Minority Interest. Minority interests decreased in 2001 to zero from $.1
million during the three months ended June 30, 2000. Substantially all of the
minority interests were acquired, and therefore reduced, in connection with the
Offering.

  SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000

    Revenues. Revenues increased $161.9 million, or 103.5%, during the six
months ended June 30, 2001 compared to the six months ended June 30, 2000. This
revenue increase was primarily due to the acquisition of Sooner in February
2001, which contributed $130.7 million in revenues. Revenues from our well site
services segment increased $25.2 million, or 25.1%, of which $10.9 million was
generated from our remote site accommodations, catering and logistics services
and modular building construction services, $4.9 million was generated from our
rental tool business, $6.4 million was generated from our land drilling
operations and $3.0 million was generated from our hydraulic workover business.
Increases in Canadian drilling activity, tar sands development and strong Gulf
of Mexico accommodations activity drove the increase in revenues in our remote
site accommodations, catering and logistics services and modular building
construction services. The increases in revenues from our rental tool operations
and land drilling services were due to improvements in utilization and pricing
from the first half of 2000 to the first half of 2001. The remaining $6.0
million increase in revenues was generated by our offshore products segment.
This year over year increase in revenues was generated by increased demand for
our bearings and connector products and certain fabrication work.

    Cost of sales. Cost of sales increased $139.2 million, or 125.8%, to $249.8
million for the six months ended June 30, 2001 from $110.6 million for the six
months ended June 30, 2000. The acquisition of Sooner accounted for $121.8
million of this increase. The remaining increase in cost of sales was primarily
due to the increase revenues at each of our operating segments. Cost of sales
increased in our well site services and offshore products segments by $15.4
million and $1.7 million, respectively. Our gross profit margin decreased to
21.5% in the six months ended June 30, 2001 from 29.2% during the same period in
2000 primarily due to the addition of the tubular services segment, whose
business is characterized by lower margins than are realized in our other two
operating segments.

    Selling, General and Administrative Expenses. During the six months ended
June 30, 2001, selling, general and administrative expenses increased $6.1
million to $25.4 million from $19.3 million during the six months ended June 30,
2000. The acquisition of our tubular services segment contributed $3.1 million
of this increase. Selling, general and administrative expenses increased by $2.2
million, or 22.4%, in our well site services segment due to headcount increases
in support of increased market activity. This increase was partially offset by a
$1.2 million decrease in our offshore products segment as we reduced costs in
the second half of 2000 to improve profitability. Corporate headquarter charges
were up $2.1 million due to the establishment of a new corporate headquarters
office in connection with the Offering.

    Depreciation and Amortization. Depreciation and amortization increased $2.8
million to a total of $13.3 million for the six months ended June 30, 2001. The
25.3% increase was primarily due to the acquisition of our tubular services
segment in February 2001 and asset acquisitions and capital expenditures in our
well site services segment during 2000.

    Operating Income. Our operating income represents revenues less (i) cost of
sales, (ii) selling, general and administrative expenses and (iii) depreciation
and amortization plus other operating income. Our operating income increased
$14.0 million, or 88.0%, to $29.8


                                       20

<PAGE>   21


million during the six months ended June 30, 2001 from $15.8 million during the
six months ended June 30, 2000. Operating income from our well site services
segment increased $7.2 million from $18.8 million for the six months ended June
30, 2000 to $26.0 million for the six months ended June 30, 2001. Our tubular
services segment contributed operating income of $5.2 million during the period
from acquisition in February 2001 to June 30, 2001. Operating income in our
offshore products segment increased $5.5 million to $2.6 million for the six
months ended June 30, 2001 from a operating loss of $2.9 million for the six
months ended June 30, 2000.

    Income Tax Expense. Income tax expense totaled $0.5 million during the six
months ended June 30, 2001 compared to $6.4 million during the same period in
2000. The decrease of $5.9 million, and the corresponding low effective tax
rate, was primarily due to a reduction in the allowance applied against tax
assets, primarily net operating losses (NOL's), due to expected tax benefits
resulting from the Combination. We adjusted such tax assets because we
determined that it was more likely than not that the deferred tax assets would
be realized in the period. Net income for the first six months of 2001 reflects
a low estimated annual effective rate due to the partial utilization of net
operating losses that benefit the consolidated group after the merger.

    Minority Interest. Minority interests decreased by $1.1 million during the
six months ended June 30, 2001 to $1.6 million from $2.7 million during the six
months ended June 30, 2000. Substantially all of the minority interests were
acquired, and therefore reduced, in connection with the Combination.


    LIQUIDITY AND CAPITAL RESOURCES

    Our primary liquidity needs are to fund capital expenditures, such as
expanding and upgrading our manufacturing facilities and equipment, increasing
our rental tool and workover assets, increasing our accommodation units, funding
new product development, and to repay current maturities of long-term debt and
to fund general working capital needs. In addition, capital is needed to fund
strategic business acquisitions. Our primary sources of funds have been cash
flow from operations, proceeds from borrowings under our bank facilities and
private and public capital investments.

    Cash was provided by operations during the six months ended June 30, 2001
and 2000 in the amounts of $8.1 million and $27.4 million, respectively. Cash
was provided by operations in 2000 as a result of decreased seasonal working
capital needs, primarily in Canada. Lower cash provided by operations in 2001
reflects the increased investment in working capital resulting primarily from
the acquisition of our tubular services operations, partially offset by higher
operating cash flow.

    Capital expenditures were $12.5 million and $8.8 million during the six
months ended June 30, 2001 and 2000, respectively. Capital expenditures during
both these periods consisted principally of purchases of assets for our well
site services businesses. We expect to spend a total of approximately $27
million during 2001 to upgrade our equipment and facilities and expand our
product and service offerings. These capital expenditures are expected to be
funded with operating cash flow and with borrowings available under our $150
million credit facility.

    Net cash was used in investing activities in the amount of $11.3 million
during the six months ended June 30, 2000, primarily to fund capital
expenditures and acquisitions. Cash was used by investing activities in the
amount of $5.2 million during the six months ended June 30, 2001 primarily as a
result of capital expenditures, partially offset by cash acquired in connection
with the Sooner acquisition and proceeds from asset sales.

    Net cash of $4.6 million and $4.9 million was used in financing activities
during the six months ended June 30, 2001 and June 30, 2000, respectively. Net
cash was used in financing activities in 2001 primarily as a result of debt and
preferred stock repayments offset by net proceeds of the Offering. Net cash was
used in financing activities during the six months ended June 30, 2000 as a
result of debt repayments.

    With the proceeds received in the Offering, the Company repaid $43.7 million
of outstanding subordinated debt of the Controlled Group and Sooner, redeemed
$21.8 million of preferred stock of Oil States, paid accrued interest on
subordinated debt and accrued dividends on preferred stock aggregating $7.1
million, and repurchased common stock from non-accredited shareholders and
shareholders holding pre-emptive stock purchase rights for $1.6 million. The
balance of the proceeds were used to reduce amounts outstanding under bank lines
of credit. Concurrently with the closing of our initial public offering, we
issued 4,275,555 shares of common stock in the SCF Exchange.

    Also concurrent with the Offering, we entered into a $150 million senior
secured revolving credit facility in February 2001. Credit Suisse First Boston,
New York branch, an affiliate of Credit Suisse First Boston Corporation, is the
administrative agent, collateral


                                       21

<PAGE>   22


agent, book manager and lead arranger. Credit Suisse First Boston Canada, an
affiliate of Credit Suisse First Boston Corporation, is the Canadian
administrative agent, collateral agent, book manager and lead arranger. Up to
$45.0 million of the new credit facility is available in the form of loans
denominated in Canadian dollars and may be made to our principal Canadian
operating subsidiaries. This new credit facility replaced our existing credit
facilities. The facility matures on February 14, 2004, unless extended for up to
two additional one year periods with the consent of the lenders. Amounts
borrowed under this new facility bear interest, at our election, at either:

    o   a variable rate equal to LIBOR (or, in the case of Canadian dollar
        denominated loans, the Bankers' Acceptance discount rate) plus a margin
        ranging from 1.5% to 2.5%; or

    o   an alternate base rate equal to the higher of Credit Suisse First
        Boston's prime rate and the federal funds effective rate plus 0.5% (or,
        in the case of Canadian dollar denominated loans, the Canadian Prime
        Rate) plus a margin ranging from 0.5% to 1.5%, depending upon the ratio
        of total debt to EBITDA (as defined in the new credit facility).

    We pay commitment fees ranging from 0.25% to 0.5% per year on the undrawn
portion of the facility, also depending upon the ratio of total debt to EBITDA.

    Subject to exceptions, commitments under our new credit facility will be
permanently reduced, and loans prepaid, by an amount equal to 100% of the net
cash proceeds of all non-ordinary course asset sales and the issuance of
additional debt and by 50% of the issuance of equity securities. Mandatory
commitment reductions will be allocated pro rata based on amounts outstanding
under the U.S. dollar denominated facility and the Canadian dollar denominated
facility. In addition, voluntary reductions in commitments will be permitted.

    Our new credit facility is guaranteed by all of our active domestic
subsidiaries and, in some cases, our Canadian and other foreign subsidiaries.
Our credit facility is secured by a first priority lien on all our inventory,
accounts receivable and other material tangible and intangible assets, as well
as those of our active subsidiaries. However, no more than 65% of the voting
stock of any foreign subsidiary is required to be pledged if the pledge of any
greater percentage would result in adverse tax consequences.

    Our new credit facility contains negative covenants that will restrict our
ability to:

    o   incur additional indebtedness;

    o   prepay, redeem and repurchase outstanding indebtedness, other than loans
        under the new credit facility;

    o   pay dividends;

    o   repurchase and redeem capital stock;

    o   sell assets other than in the ordinary course of business;

    o   make liens;

    o   engage in sale-leaseback transactions;

    o   make specified loans and investments;

    o   make acquisitions;

    o   enter into mergers, consolidations and similar transactions;

    o   enter into hedging arrangements;

    o   enter into transactions with affiliates;

    o   change the businesses we and our subsidiaries conduct; and


                                       22

<PAGE>   23


    o   amend debt and other material agreements.

    In addition, our new credit facility will require us to maintain:

    o   a ratio of EBITDA to interest expense of not less than 3.0 to 1.0;

    o   a level of consolidated net tangible assets of not less than $120
        million plus 50% of each quarter's consolidated net income (but not
        loss);

    o   a maximum ratio of total debt to EBITDA of not greater than 3.5 to 1.0;
        and

    o   a maximum ratio of total senior debt to EBITDA of not greater than 3.0
        to 1.0.

    Under our new credit facility, the occurrence of specified change of control
events involving our company would constitute an event of default that would
permit Credit Suisse First Boston to, among other things, accelerate the
maturity of the facility and cause it to become immediately due and payable in
full.

    As of June 30, 2001, we had $91.4 million outstanding under this facility
and an additional $6.2 million of outstanding letters of credit leaving $52.4
million available to be drawn under the facility.

    We had an aggregate of approximately $9.5 million of subordinated debt
outstanding at June 30, 2001. This subordinated debt will become due and payable
at various times over the period from July 2001 to November 2005.

    We believe that cash from operations and available borrowings under our new
credit facility will be sufficient to meet our liquidity needs for the
foreseeable future. If our plans or assumptions change or are inaccurate, or we
make any acquisitions, we may need to raise additional capital. We may not be
able to raise additional funds or may not be able to raise such funds on
favorable terms.

    Tax  Matters

    For the year ended December 31, 2000, we had deferred tax assets, net of
deferred tax liabilities, of approximately $35 million for federal income tax
purposes before application of valuation allowances. Our primary deferred tax
assets are net operating loss carry forwards, or NOLs, which total approximately
$136.1 million. A valuation allowance is currently provided against the majority
of our NOLs. The NOLs expire over a period through 2020. Our NOLs are currently
limited under Section 382 of the Internal Revenue Code due to a change of
control that occurred during 1995. However, approximately $85 million of NOLs
are available for use currently if sufficient income is generated.

    Recent Accounting Pronouncements

    In 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair value. The statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting.

    SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. A
company may also implement the statement as of the beginning of any fiscal
quarter after issuance; however, SFAS No. 133 cannot be applied retroactively.
We adopted SFAS No. 133 effective January 1, 2001, and the adoption did not have
a material impact on our results of operations.

    In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.


                                       23

<PAGE>   24


    The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in an increase
in net income of approximately $8.0 million ($.16 per diluted share) per year.
During 2002, the Company will perform the first of the required impairment tests
of goodwill and indefinite lived intangible assets as of January 1, 2002 and has
not yet determined what the effect of these tests will be on the earnings and
financial position of the Company.


                                       24

<PAGE>   25



I
TEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Interest Rate Risk. We have long-term debt and revolving lines of credit
subject to the risk of loss associated with movements in interest rates.

    Currently, we have floating rate obligations totaling approximately $96.2
million for amounts borrowed under our revolving lines of credit. These
floating-rate obligations expose us to the risk of increased interest expense in
the event of increases in short-term interest rates. If the floating interest
rate were to increase by 1% from June 30, 2001 levels, our combined interest
expense would increase by a total of approximately $80,000 per month.

    Foreign Currency Exchange Rate Risk. Our operations are conducted in various
countries around the world in a number of different currencies. As such, our
earnings are subject to change due to movements in foreign currency exchange
rates when transactions are denominated in currencies other than the U.S.
dollar, which is our functional currency. In order to mitigate the effects of
exchange rate risks, we generally pay a portion of our expenses in local
currencies and a substantial portion of our contracts provide for collections
from customers in U.S. dollars. As of June 30, 2001, we had Canadian
dollar-denominated debt totaling approximately $12 million.


                                       25

<PAGE>   26


                          PART II -- OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) INDEX OF EXHIBITS


<Table>
<Caption>
     EXHIBIT NO.                             DESCRIPTION
     -----------                             -----------
<S>               <C>      <C>
         3.1      --       Amended and Restated Certificate of Incorporation
                           (incorporated by reference to Exhibit 3.1 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000, as filed with the Commission
                           on March 30, 2001).

         3.2      --       Amended and Restated Bylaws (incorporated by
                           reference to Exhibit 3.2 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000, as filed with the Commission on March 30,
                           2001).

         3.3      --       Certificate of Designations of Special Preferred
                           Voting Stock of Oil States International, Inc.
                           (incorporated by reference to Exhibit 3.3 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000, as filed with the Commission
                           on March 30, 2001).

         4.1      --       Form of common stock certificate (incorporated by
                           reference to Exhibit 4.1 of Oil States' Registration
                           Statement No. 333-43400 on Form S-1).

         4.2      --       Amended and Restated Registration Rights Agreement
                           (incorporated by reference to Exhibit 4.2 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000, as filed with the Commission
                           on March 30, 2001).

         10.1     --       Combination Agreement dated as of July 31, 2000 by
                           and among Oil States International, Inc., HWC Energy
                           Services, Inc., Merger Sub-HWC, Inc., Sooner Inc.,
                           Merger Sub-Sooner, Inc. and PTI Group Inc.
                           (incorporated by reference to Exhibit 10.1 of Oil
                           States' Registration Statement No. 333-43400 on Form
                           S-1).

         10.2     --       Plan of Arrangement of PTI Group Inc. (incorporated
                           by reference to Exhibit 10.2 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000, as filed with the Commission on March 30,
                           2001).

         10.3     --       Support Agreement between Oil States International,
                           Inc. and PTI Holdco (incorporated by reference to
                           Exhibit 10.3 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 2000, as filed
                           with the Commission on March 30, 2001).

         10.4     --       Voting and Exchange Trust Agreement by and among Oil
                           States International, Inc., PTI Holdco and Montreal
                           Trust Company of Canada (incorporated by reference to
                           Exhibit 10.4 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 2000, as filed
                           with the Commission on March 30, 2001).

         10.5**   --       2001 Equity Participation Plan (incorporated by
                           reference to Exhibit 10.5 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000, as filed with the Commission on March 30,
                           2001).

         10.6**   --       Form of Deferred Compensation Plan (incorporated by
                           reference to Exhibit 10.6 of Oil States' Registration
                           Statement No. 333-43400 on Form S-1).

         10.7**   --       Annual Incentive Compensation Plan (incorporated by
                           reference to Exhibit 10.7 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000, as filed with the Commission on March 30,
                           2001).
</Table>



                                       26

<PAGE>   27



<Table>
<S>               <C>      <C>

         10.8**   --       Executive Agreement between Oil States International,
                           Inc. and Douglas E. Swanson (incorporated by
                           reference to Exhibit 10.8 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000, as filed with the Commission on March 30,
                           2001).

         10.9**   --       Executive Agreement between Oil States International,
                           Inc. and Cindy B. Taylor (incorporated by reference
                           to Exhibit 10.9 to the Company's Annual Report on
                           Form 10-K for the year ended December 31, 2000, as
                           filed with the Commission on March 30, 2001).

         10.10**  --       Form of Executive Agreement between Oil States
                           International, Inc. and other Named Executive
                           Officers (Messrs. Hughes and Chaddick) (incorporated
                           by reference to Exhibit 10.10 of Oil States'
                           Registration Statement No. 333-43400 on Form S-1).

         10.11**  --       Form of Change of Control Severance Plan for Selected
                           Members of Management (incorporated by reference to
                           Exhibit 10.11 of Oil States' Registration Statement
                           No. 333-43400 on Form S-1).

         10.12    --       Credit Agreement among Oil States International,
                           Inc., PTI Group Inc., the Lenders named therein,
                           Credit Suisse First Boston, Credit Suisse First
                           Boston Canada, Hibernia National Bank and Royal Bank
                           of Canada (incorporated by reference to Exhibit 10.12
                           of Oil States' Registration Statement No. 333-43400
                           on Form S-1).

         10.13A** --       Restricted Stock Agreement, dated February 8, 2001,
                           between Oil States International, Inc. and Douglas E.
                           Swanson (incorporated by reference to Exhibit 10.13A
                           of Oil States Report on Form 10Q filed May 15, 2001).

         10.13B** --       Restricted Stock Agreement, dated February 22, 2001,
                           between Oil States International, Inc. and Douglas E.
                           Swanson (incorporated by reference to Exhibit 10.13B
                           of Oil States Report on Form 10Q filed May 15, 2001).

         10.14**  --       Form of Indemnification Agreement (incorporated by
                           reference to Exhibit 10.14 of Oil States'
                           Registration Statement No. 333-43400 on Form S-1).

         10.15**  --       Compensation Letter Agreement between HWC Energy
                           Services, Inc. and Jay Trahan (incorporated by
                           reference to Exhibit 10.15 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           2000, as filed with the Commission on March 30,
                           2001).

         16.1     --       Letter Regarding Change in Certifying Accountant
                           (incorporated by reference to Exhibit 16.1 of Oil
                           States' Registration Statement No. 333-43400 on Form
                           S-1).

         21.1     --       List of subsidiaries of the Company (incorporated by
                           reference to Exhibit 21.1 of Oil States' Registration
                           Statement No. 333-43400 on Form S-1).
</Table>


---------
*  Filed herewith
** Management contracts or compensatory plans or arrangements.

(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the period
covered by this report.


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<PAGE>   28



                                   SIGNATURES

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

                         OIL STATES INTERNATIONAL, INC.

          Date:   August 14, 2001      By     /s/ CINDY B. TAYLOR
                -------------------      ---------------------------------------
                                                  Cindy B. Taylor
                                       Senior Vice President, Chief Financial
                                                         Officer and
                                        Treasurer (Principal Financial Officer)



          Date:   August 14, 2001      By     /s/ ROBERT W. HAMPTON
                -------------------      ---------------------------------------
                                                  Robert W. Hampton
                                       Vice President -- Finance and Accounting
                                                          and
                                        Secretary (Principal Accounting Officer)


                                       28