All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or

suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Prospectus dated April 11, 2012 and filed with the Securities and Exchange Commission (the "SEC") on April 13, 2012 (the "Prospectus") and elsewhere in this Quarterly Report on Form 10-Q. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Overview
Organization
We are a global oilfield products company, serving the subsea, drilling, completion, production and infrastructure sectors of the oil and natural gas industry. We design, manufacture and distribute products, and engage in aftermarket services, parts supply and related services that complement our product offering. Our product offering and related services include a mix of highly engineered capital products and frequently replaced items that are consumed in the exploration and development of oil and natural gas reserves. Historically, a little more than half of our revenue is derived from activity-based consumable products, while a little less than half is derived from capital products. The balance of our revenue comes from rental and other services. We seek to design, manufacture and supply reliable, cost effective products that create value for our broad and diverse customer base, which includes oil and gas operators, land and offshore drilling contractors, well stimulation and intervention service providers, subsea construction and service companies, pipeline and refinery operators, among others. We believe that we differentiate ourselves from our competitors on the basis of the quality of our products, the level of related service and support we provide and the collaborative approach we take with our customers to help them solve critical problems.
We operate in two business segments:
• Drilling & Subsea Segment. We design and manufacture products and provide related services to the subsea, drilling, well construction, completion and intervention markets. Through this segment, we offer Drilling Technologies, including capital equipment and a broad line of products consumed in the drilling and well intervention process; Downhole Technologies, including cementing and casing tools and a range of downhole protection solutions; and Subsea Technologies, including robotic vehicles and other capital equipment, specialty components and tooling, and applied products for subsea pipelines. We also provide a broad suite of complementary subsea technical services and rental items.

• Production & Infrastructure Segment. We design and manufacture products and provide related equipment and services to the well stimulation, completion, production and infrastructure markets. Through this segment, we supply Production Equipment, including well site production equipment, process equipment and specialty pipeline construction equipment; Valve Solutions, which includes a broad range of industrial and process valves; and Flow Equipment, including well stimulation consumable products and related recertification and refurbishment services.

Market Conditions
The demand for our products and services is ultimately driven by energy prices and the expectation of exploration and production companies as to future trends in those prices. Management believes that the long-term fundamentals underlying the global demand for energy, such as long-term economic and demographic trends, remain strong. In the nearer term, however, the outlook for commodity prices and the availability of capital to finance the development of energy and infrastructure projects are less strong than they were in recent periods. The level of demand for our products and services is directly related to energy prices.

The table below shows average crude oil and natural gas prices for West Texas Intermediate crude oil (WTI), United Kingdom Brent crude oil (Brent), and Henry Hub natural gas:

                                                     Three Months Ended
                                                  June 30,           March 31,
                                              2012        2011          2012
Average global oil, $/bbl
West Texas Intermediate                     $  93.51    $ 102.62    $    103.38
United Kingdom Brent                        $ 108.60    $ 116.75    $    118.12

Average North American Natural Gas, $/Mcf
Henry Hub                                   $   2.43    $   4.43    $      2.60

Crude oil prices appear adequate to generally maintain the current level of exploration and production activity, including the development of deepwater prospects, which stimulate demand for our subsea products and services. Current oil prices are also supporting a generally steady level of oil related activity, both offshore and onshore, supporting demand for our drilling and production related products and services. The low levels of North American natural gas prices have, however, negatively impacted certain areas of our business, principally those tied to products and services we provide to the pressure pumping service sector. At the same time, abundant natural gas at low prices appear to be leading to redevelopment of U.S. petrochemical and process industry facilities, promoting increased demand for our valve products.
Corresponding to the commodity price levels, the active rig count data below reflects a broad measure of industry activity and resultant demand for our drilling and production related products and services.

                                   Three Months Ended
                                  June 30,       March 31,
                               2012      2011       2012
Active Rigs by Location
United States                  1,959    1,886        1,979
Canada                           261      240          256
International                  1,285    1,158        1,192
Global Active Rigs             3,505    3,284        3,427

Land vs. Offshore Rigs
Land                           3,154    2,952        3,078
Offshore                         351      332          349
Global Active Rigs             3,505    3,284        3,427

U.S. Commodity Target, Land
Oil/Gas                        1,421    1,006        1,318
Gas                              534      874          658
Unclassified                       4        6            3
Total U.S. Land Rigs           1,959    1,886        1,979

U.S. Well Path, Land
Horizontal                     1,171    1,073        1,180
Vertical                         553      570          566
Directional                      235      243          233
Total U.S. Active Land Rigs    1,959    1,886        1,979

The data reflects an increase in oil directed drilling activity and a decrease in gas directed drilling. Higher levels of rig activity generally result in higher levels of demand for our products and services. In broad terms the number of active rigs has remained fairly steady over the period. Equally important to our business is the number of land rigs employed in horizontal drilling activity, as this type of drilling involves higher levels of more intense pressure

pumping services and increased demand for our downhole products. The current level of energy prices and corresponding drilling activity have resulted in robust demand for our products and services in our Drilling Technologies, Subsea Technologies, Downhole Technologies, and Surface Production Equipment product lines. Increased activity in the refurbishment and upgrade of petrochemical facilities and pipeline integrity efforts have strengthened the demand for products in our Valve Solutions product line. Those portions of our business that supply parts and equipment relating to pressure pumping, primarily Flow Equipment, have experienced a decline in revenue and a compression of margins due to a shift in activity towards oil drilling, which generally places less of a demand on pressure pumping services and an overstocking of parts and supplies by our customers during prior periods and a destocking of that inventory beginning in the second quarter, both of which resulted in a decrease in orders to us. We expect this destocking to continue through the end of the year.
Results of operations
We have grown our business both organically and through strategic acquisitions, including eight acquisitions in 2011, five of which were completed after June 30, 2011. For additional information about these acquisitions, see Note 3 of the notes to condensed consolidated financial statements in Item 1 of Part I of this quarterly report. For this reason, our results of operations for the periods presented may not be comparable to our historical results of operations. There are factors related to the businesses we have acquired that may result in lower net profit margins on a going-forward basis, primarily due to the fact that several of these acquired businesses were pass-through entities for federal income tax purposes and the fact that we have recorded higher depreciation and amortization expense than the prior owner.

Three months ended June 30, 2012 compared to three months ended June 30, 2011 Three Months Ended June 30, Favorable / (Unfavorable) 2012 2011 $ % (in thousands of dollars, except per

share information)
Revenue:
Drilling & Subsea                         $     222,651       $     147,239     $      75,412            51.2  %
Production & Infrastructure                     151,080             110,215            40,865            37.1  %
Eliminations                                       (219 )                 -              (219 )             *
Total revenue                             $     373,512       $     257,454     $     116,058            45.1  %
Cost of sales:
Drilling & Subsea                         $     141,839       $     100,586     $     (41,253 )         (41.0 )%
Production & Infrastructure                     109,090              79,676           (29,414 )         (36.9 )%
Eliminations                                       (219 )                 -               219               *
Total cost of sales                       $     250,710       $     180,262     $     (70,448 )         (39.1 )%
Gross profit:
Drilling & Subsea                         $      80,812       $      46,653     $      34,159            73.2  %
Production & Infrastructure                      41,990              30,539            11,451            37.5  %
Total gross profit                        $     122,802       $      77,192     $      45,610            59.1  %
Selling, general and administrative
expenses:
Drilling & Subsea                         $      34,430       $      21,869     $     (12,561 )         (57.4 )%
Production & Infrastructure                      17,131              13,899            (3,232 )         (23.3 )%
Corporate                                         4,644               6,919             2,275            32.9  %
Total selling, general and administrative
expenses                                  $      56,205       $      42,687     $     (13,518 )         (31.7 )%
Operating income:
Drilling & Subsea                         $      46,382       $      24,784     $      21,598            87.1  %
Production & Infrastructure                      24,859              16,640             8,219            49.4  %
Corporate                                        (4,644 )            (6,919 )           2,275            32.9  %
Total segment operating income            $      66,597       $      34,505     $      32,092            93.0  %
Contingent consideration expense
(benefit)                                        (4,900 )             5,800            10,700               *
Impairment of intangible assets                   1,161                   -            (1,161 )             *
Transaction expenses                                442               2,341             1,899            81.1  %
(Gain)/loss on sale of assets                        56                (117 )            (173 )        (147.9 )%
Income from operations                           69,838              26,481            43,357           163.7  %
Interest expense, net                             3,623               4,449               826            18.6  %
Other, net                                          335                 687               352            51.2  %
Other (income) expense, net                       3,958               5,136             1,178            22.9  %
Income before income taxes                       65,880              21,345            44,535               *
Income tax expense                               21,742               7,453           (14,289 )             *
Net income                                       44,138              13,892            30,246               *
Less: Income attributable to
non-controlling interest                             17                 158              (141 )             *
Income attributable to common
stockholders                              $      44,121       $      13,734     $      30,387               *

Weighted average shares outstanding
Basic                                            82,495              59,471
Diluted                                          89,794              62,660
Earnings per share
Basic                                     $        0.53       $        0.23
Diluted                                   $        0.49       $        0.22

Revenue
Our revenue for the three months ended June 30, 2012 increased $116.1 million, or 45.1%, to $373.5 million compared to the three months ended June 30, 2011. For the three months ended June 30, 2012, our Drilling & Subsea segment and our Production & Infrastructure segment comprised 59.6% and 40.4% of our total revenue, respectively, compared to 57.2% and 42.8%, respectively, for the three months ended June 30, 2011. All of our product lines had increased revenue in the quarter ended June 30, 2012 compared to the comparable prior year period. The revenue increase by operating segment consisted of the following:
Drilling & Subsea Segment - Revenue increased $75.4 million, or 51.2%, to $222.7 million during the three months ended June 30, 2012 compared to the three months ended June 30, 2011. Of the $75.4 million increase, 36.1% was attributable to organic initiatives and 63.9% to operations acquired in 2011 that were not owned in the second quarter of 2011. The contributions to the organic growth were primarily increased shipments in drilling technologies of hydraulic catwalk units, manifold packages and tubular handling products, and in subsea technologies increased sales of workclass remote operating vehicles and parts related to the vehicles. The 2011 acquisitions added new drilling products from AMC Global Group, Ltd. ("AMC") and P-Quip, Ltd. ("P-Quip"), subsea products from one of the acquisitions, and downhole products from Davis-Lynch LLC ("Davis-Lynch") and Cannon Services, LLC ("Cannon").
Production & Infrastructure Segment - Revenue increased $40.9 million, or 37.1%, to $151.1 million during the three months ended June 30, 2012 compared to the three months ended June 30, 2011. The growth was attributable to increased shipments in both production equipment and valve solution products as each product line had higher market demand and increased orders from new customers. The higher shipments were made possible for production equipment by the expansion of existing facilities and the addition of new facilities in Pennsylvania, each completed throughout 2011. A portion of the revenue increase was due to the 2011 acquisitions that were entirely related to our flow equipment product line and were not owned for the full second quarter of 2011. Segment operating income and segment operating margin percentage Segment operating income for the three months ended June 30, 2012 increased $32.1 million, or 93.0%, to $66.6 million compared to the three months ended June 30, 2011.The segment operating margin percentage is calculated by dividing segment operating income by revenue. For the three months ended June 30, 2012, the segment operating margin percentage of 17.8% represents an improvement of 440 basis points over 13.4% operating margin percentage for the three months ended June 30, 2011. The improvement in operating margin percentage achieved in each segment was derived as follows:
Drilling & Subsea Segment - The operating margin percentage improved 400 basis points to 20.8% for the three months ended June 30, 2012, up from 16.8% for the three months ended June 30, 2011. Of this 400 basis point improvement in operating margin percentage, 180 basis points were due to manufacturing efficiencies in the base business and lower costs on certain subsea custom products, and 220 basis points were from higher margins on sales of products acquired in 2011 that were not included in the second quarter 2011. Offsetting the higher gross margins were slightly higher selling, general and administrative costs as a percentage of revenue attributable to the amortization of intangible assets of the businesses acquired in 2011.
Production & Infrastructure Segment - The operating margin percentage improved 140 basis points to 16.5% for the three months ended June 30, 2012, up from 15.1% for the three months ended June 30, 2011 primarily due to manufacturing efficiencies in the production equipment and valve solutions product lines as well as slight price increases on certain valve products. These margin increases are slightly offset by lower margins in the flow equipment product line due to changes in this market. The pressure pumping service providers, our customers, are currently experiencing excess capacity of new capital equipment and supplies and these companies have begun destocking supplies built up during an extended period of shortages. Also impacting our operating margins were lower selling, general and administrative costs as a percent of revenue attributable to tight controls on administrative costs during a period of increased sales. Corporate - Selling, general and administrative expenses for Corporate decreased $2.3 million, or 32.9%, for the three months ended June 30, 2012 compared to the three months ended June 30, 2011 due to incentive compensation accruals. Corporate costs included, among other items, payroll related costs for general management and management of finance and administration, legal, and human resources; professional fees for legal, accounting and related services; and marketing costs.

Other items
Several items are not included in segment operating income but are included in total operating income. These items include: Contingent consideration, impairment of intangible assets, transaction expenses and gains/losses from the sale of assets. Contingent consideration is related to two acquisitions in 2011 where part of the purchase price is payable in cash and/or shares of the Company's common stock based on the earnings of the acquired entities. The change in the amount of the accrual is recorded as part of operating income. The impact to earnings was an increase to operating income of $4.9 million due to lower projected earnings of the acquired entities and a decrease to operating income for $5.8 million for the three months ended June 30, 2012 and 2011, respectively. During the quarter ended June 30, 2012, an impairment loss of $1.2 million was recorded on certain intangible assets as a result of a lack of orders for a specific service line within the Production & Infrastructure segment. Transaction expenses relate to costs incurred for corporate development work in acquiring businesses and are not considered to be part of segment operating income. These costs were $0.4 million and $2.3 million for the three months ended June 30, 2012 and 2011, respectively. Interest expense
We incurred $3.6 million of interest expense during the three months ended June 30, 2012, a decrease of $0.8 million from the three months ended June 30, 2011. The decrease in interest expense was attributable to the decrease in debt levels as we repaid a portion of our debt from the net proceeds of the initial public offering (the "IPO") and concurrent private placement during the second quarter 2012.
Taxes
Tax expense includes current income taxes expected to be due based on taxable income to be reported during the periods in the various jurisdictions in which we conduct business, and deferred income taxes based on changes in the tax effect of temporary differences between the bases of assets and liabilities for financial reporting and tax purposes at the beginning and end of the respective periods. The effective tax rate, calculated by dividing total tax expense by income before income taxes, was 33.0% and 34.9% for the three months ended June 30, 2012 and 2011, respectively. The tax provision for the three months ended June 30, 2012 is lower than the comparable period in 2011 primarily due to a higher proportion of earnings in non-U.S. jurisdictions, which have lower tax rates.

Six months ended June 30, 2012 compared to six months ended June 30, 2011 Six Months Ended June 30, Favorable / (Unfavorable) 2012 2011 $ % (in thousands of dollars, except per

share information)
Revenue:
Drilling & Subsea                       $     435,715       $  267,965     $      167,750           62.6  %
Production & Infrastructure                   301,675          192,541            109,134           56.7  %
Eliminations                                     (389 )              -               (389 )            *
Total revenue                           $     737,001       $  460,506     $      276,495           60.0  %
Cost of sales:
Drilling & Subsea                       $     275,689       $  185,263     $      (90,426 )        (48.8 )%
Production & Infrastructure                   212,456          139,254            (73,202 )        (52.6 )%
Eliminations                                     (389 )              -                389              *
Total cost of sales                     $     487,756       $  324,517     $     (163,239 )        (50.3 )%
Gross profit:
Drilling & Subsea                       $     160,026       $   82,702     $       77,324           93.5  %
Production & Infrastructure                    89,219           53,287             35,932           67.4  %
Total gross profit                      $     249,245       $  135,989     $      113,256           83.3  %
Selling, general and administrative
expenses:
Drilling & Subsea                       $      67,648       $   42,636     $      (25,012 )        (58.7 )%
Production & Infrastructure                    34,668           26,261             (8,407 )        (32.0 )%
Corporate                                       8,743            9,983              1,240           12.4  %
Total selling, general and
administrative expenses                 $     111,059       $   78,880     $      (32,179 )        (40.8 )%
Operating income:
Drilling & Subsea                       $      92,378       $   40,066     $       52,312          130.6  %
. . .