Calfrac Announces Third Quarter Results

CALGARY, Nov. 6, 2013 /CNW/ - Calfrac Well Services Ltd. ("Calfrac" or "the 
Company") (TSX-CFW) announces its financial and operating results for the 
three and nine months ended September 30, 2013. 
 HIGHLIGHTS                                                        


                        Three Months Ended          Nine Months Ended
                             September 30,              September 30,
                       2013    2012 Change      2013      2012 Change

(C$000s, except per     ($)     ($)    (%)       ($)       ($)    (%)
share and unit
data)

(unaudited)                                                          

Financial                                                            

Revenue             388,662 417,842    (7) 1,100,760 1,227,729   (10)

Operating income(    51,683  70,604   (27)   130,660   213,795   (39)
(1))

EBITDA((1))          46,862  70,874   (34)   128,266   217,605   (41)
       Per share -     1.02    1.59   (36)      2.81      4.92   (43)
       basic
       Per share -     1.01    1.58   (36)      2.79      4.87   (43)
       diluted

Net income (loss)                                                    
attributable to
       the                                                           
       shareholders
       of Calfrac
       before                                                        
       foreign
       exchange
       losses         9,678  26,888   (64)    17,385    81,858   (79)
       (gains)((2))
       Per share -     0.21    0.60   (65)      0.38      1.85   (79)
       basic
       Per share -     0.21    0.60   (65)      0.38      1.83   (79)
       diluted

Net income (loss)                                                    
attributable to
       the            6,089  26,917   (77)    16,150    85,903   (81)
       shareholders
       of Calfrac
       Per share -     0.13    0.60   (78)      0.35      1.94   (82)
       basic
       Per share -     0.13    0.60   (78)      0.35      1.92   (82)
       diluted

Working capital     292,854 353,182   (17)   292,854   353,182   (17)
(end of period)

Total equity (end   786,933 783,091      -   786,933   783,091      -
of period)

Weighted average                                                     
common
       shares                                                        
       outstanding
       (#)
       Basic         45,943  44,558      3    45,578    44,214      3
       Diluted       46,308  44,949      3    45,903    44,723      3
                                                                     

Operating (end of                                                    
period)

Pumping horsepower                             1,025       845     21
(000s)

Coiled tubing units                               31        29      7
(#)

Cementing units (#)                               30        25     20

((1))  Operating income is defined as net income (loss) before
       depreciation, interest, foreign exchange gains or losses, gains
       or losses on disposal of capital assets and income taxes.
       Management believes that operating income is a useful
       supplemental measure as it provides an indication of the
       financial results generated by Calfrac's business segments prior
       to consideration of how these segments are financed or how they
       are taxed. Operating income is a measure that does not have any
       standardized meaning under International Financial Reporting
       Standards (IFRS) and, accordingly, may not be comparable to
       similar measures used by other companies.

((2))  EBITDA is defined as net income (loss) before interest, income
       taxes, depreciation and amortization. EBITDA is presented
       because it is frequently used by securities analysts and others
       for evaluating companies and their ability to service debt.
       EBITDA is a measure that does not have any standardized meaning
       prescribed under IFRS and, accordingly, may not be comparable to
       similar measures used by other companies.

((3))  Net income (loss) attributable to the shareholders of Calfrac
       before foreign exchange gains or losses is defined as net income
       (loss) attributable to the shareholders of Calfrac before
       foreign exchange gains or losses on an after-tax basis.
       Management believes that net income attributable to the
       shareholders of Calfrac before foreign exchange gains or losses
       is a useful supplemental measure as it provides an indication of
       the financial results generated by Calfrac without the impact of
       foreign exchange fluctuations, which are not fully controllable
       by the Company. Net income attributable to the shareholders of
       Calfrac before foreign exchange gains or losses is a measure
       that does not have any standardized meaning prescribed under
       IFRS and, accordingly, may not be comparable to similar measures
       used by other companies.

CEO's MESSAGE

I am pleased to present Calfrac's operating and financial highlights for the 
three and nine months ended September 30, 2013 and to discuss our prospects 
for the remainder of 2013 and beyond. During the third quarter, the Company:
    --  had an active quarter in western Canada despite wet weather
        conditions delaying a considerable amount of planned
        completions activity until the fourth quarter of 2013;
    --  announced the acquisition of the operating assets of Mission
        Well Services, LLC ("Mission"), a privately-held hydraulic
        fracturing and coiled tubing services provider focused in the
        Eagle Ford shale play of Texas;
    --  experienced strong equipment utilization in the unconventional
        natural gas resource plays of the United States;
    --  announced the signing of a long-term pressure pumping services
        contract with YPF S.A., the largest operator in Argentina; and
    --  experienced further increases in the number of horizontal
        multi-stage fracturing treatments performed in Mexico and
        Western Siberia.

Financial Highlights

For the three months ended September 30, 2013, the Company recorded:
    --  revenue of $388.7 million, a decrease of 7 percent from the
        third quarter of 2012, driven primarily by lower pricing in the
        United States and Canada combined with lower fracturing and
        coiled tubing activity in western Canada and lower fracturing
        activity in the Chicontepec Basin in Mexico. The decrease was
        offset partially by higher fracturing activity in the Marcellus
        and Fayetteville unconventional natural gas shale plays,
        increased multi-stage fracturing activity in Russia and the
        commencement of fracturing operations in Argentina;
    --  operating income of $51.7 million versus $70.6 million in the
        same quarter of 2012, a decrease of 27 percent, mainly as a
        result of competitive pricing pressure in Canada and the United
        States, combined with lower fracturing and coiled tubing
        activity in western Canada and lower fracturing activity in the
        Chicontepec Basin in Mexico, partially offset by improved
        results in the United States driven mainly by lower costs; and
    --  net income attributable to shareholders of Calfrac of $6.1
        million or $0.13 per share diluted, including a foreign
        exchange loss of $5.0 million, compared to $26.9 million or
        $0.60 per share diluted, which included a $0.4 million foreign
        exchange gain, in the third quarter of 2012. Net income
        attributable to shareholders of Calfrac, excluding the impact
        of foreign exchange gains and losses, was $0.21 per share
        diluted compared to $0.60 per share diluted in the third
        quarter of 2012.

For the nine months ended September 30, 2013, the Company generated:
    --  revenue of $1.1 billion, a decrease of 10 percent from the
        first nine months of 2012, driven primarily by competitive
        pricing pressure in the United States and Canada, lower
        fracturing and coiled tubing activity in the unconventional
        plays in western Canada, smaller fracturing job sizes in the
        Bakken oil shale play in North Dakota and lower fracturing
        activity in the Chicontepec Basin in Mexico, offset partially
        by higher multi-stage fracturing activity in Western Siberia
        and the commencement of fracturing operations in Argentina;
    --  operating income of $130.7 million versus $213.8 million in the
        same period of 2012, a decrease of 39 percent, mainly as a
        result of competitive pricing pressure in Canada and the United
        States, higher logistical costs associated with the completion
        of larger fracturing jobs in Canada, a slowdown in fracturing
        activity in the Chicontepec Basin in Mexico beginning in the
        second quarter and start-up costs associated with the
        commencement of fracturing operations in Argentina; and
    --  net income attributable to shareholders of Calfrac of $16.2
        million or $0.35 per share diluted, including a foreign
        exchange loss of $2.7 million, compared to $85.9 million or
        $1.92 per share diluted, which included a $4.4 million foreign
        exchange gain, in the same period of 2012.

Operational Highlights

Canada

Calfrac's financial and operating results in Canada during the third quarter 
were negatively affected by inclement weather during the first half of the 
third quarter. This resulted in lower than expected equipment utilization, 
which the Company was unable to make up during the remainder of the quarter. 
Furthermore, lower than planned activity with a few significant customers also 
had a negative effect on equipment utilization. Activity began to trend higher 
during the latter part of the quarter, however, and has continued higher so 
far in the fourth quarter as our customers gain momentum with their winter 
programs. Financial performance in the third quarter was also weakened by 
increased pricing competition on callout work. Pricing began to stabilize late 
in the quarter and Calfrac expects this stable pricing environment to continue 
throughout the remainder of the year.

United States

In the United States, Calfrac's financial performance in the third quarter 
exceeded the Company's expectations due to strong equipment utilization in the 
Marcellus and Fayetteville natural gas plays combined with improved 
utilization in the Bakken oil play in North Dakota from the second quarter of 
2013. The improvement in financial performance was also assisted by the 
Company's contract coverage in these regions. The increases in activity and 
financial results were offset partially by lower than anticipated fracturing 
activity in the Rocky Mountain region, due partially to heavy rainfall and 
flooding in Colorado during September combined with lower callout pricing. 
Calfrac's United States operations remained focused on proactively managing 
the Company's regional cost structure. The Company's supply chain and logistic 
capabilities continued to enhance operating efficiencies, which was 
demonstrated in Calfrac's substantially improved third quarter results. 
Pricing is expected to remain competitive for the foreseeable future until the 
U.S. market's pressure pumping overcapacity is rectified.

Russia

The third quarter results for Calfrac's Russian operations were positively 
affected by the increase in horizontal multi-stage fracturing activity in 
Western Siberia. While this technology is still in the early stages of 
development, Calfrac remains optimistic that it will gain further acceptance 
and be a driver of future growth in operating and financial performance in 
Russia. During the third quarter, in excess of 30 percent of Calfrac's work in 
Russia was performed on horizontal wellbores, which represents a major shift 
in this market segment that is expected to continue. In late September, the 
Company increased its fleet to six fracturing spreads operating in Western 
Siberia, opening a new district in the Usinsk region with a major new 
customer. Also during the third quarter, Calfrac successfully introduced 
two-inch coiled tubing services into its Russian service offering. The 
expansion into larger diameter coiled tubing services will provide another 
platform for growth in this market segment.

Latin America

Calfrac's Latin American operating results during the third quarter were lower 
than expected mainly due to drilling and completion activity in the northern 
region of Mexico continuing to be curtailed by budget reductions implemented 
by Calfrac's main customer. The reduction in activity is not expected to 
change significantly throughout the remainder of 2013, but Calfrac is 
optimistic that activity will improve in 2014, as several large projects are 
currently being tendered. The majority of these tenders contemplate a move 
towards horizontal drilling with multi-stage fracturing, which should 
stimulate further demand for Calfrac's services. In the meantime, the Company 
continues to rationalize its cost structure to be more closely aligned with 
its short-term revenue base, and will monitor this closely as events unfold.

In Argentina, the start-up phase of fracturing operations continued in the 
third quarter as this market continued to develop. Calfrac expects activity to 
increase substantially in the fourth quarter and into 2014 and beyond due to 
the recently announced signing of a long-term pressure pumping services 
contract with YPF S.A., the largest operator in Argentina. Calfrac views this 
as a major milestone and expects unconventional activity to continue to grow 
in this market.

Challenging market conditions in Colombia persisted in the third quarter of 
2013, resulting in lower than expected equipment utilization and financial 
performance. Permitting and infrastructure issues remain barriers to greater 
oilfield activity. The Company expects these issues to be resolved, but 
continues to closely manage its operating costs while focusing on expanding 
its customer base. Calfrac currently operates four cementing units in Colombia 
and does not intend to deploy additional equipment until market conditions 
improve.

Outlook and Business Prospects

The Company expects that the current commodity price environment in North 
America will result in stable oilfield activity in the unconventional resource 
plays of Canada and the United States during the fourth quarter of 2013 and 
into 2014. While the industry trend towards larger pad designs, longer 
horizontal legs and greater stimulation intensity continues to result in 
higher horizontal completions activity, increases in operating efficiencies 
and a more competitive price environment have mitigated some of these gains. 
In Calfrac's international markets, the use of multi-stage completion 
technology within horizontal wellbores is expected to increase and drive 
higher equipment utilization in those markets over the short and long term.

Fracturing and coiled tubing activity in western Canada is expected to be 
strong over the long term with the development of liquids-rich gas plays, such 
as the Duvernay and Deep Basin, and the movement towards liquefied natural gas 
(LNG) export capability being the primary drivers of higher anticipated future 
demand for the Company's services. Calfrac expects equipment utilization to 
increase in the remainder of the fourth quarter, with further improvement 
projected for the first quarter of 2014. Calfrac expects that oil-focused 
activity will remain stable for the rest of the year with the introduction of 
higher-rate treatments in certain plays, such as the Cardium, driving higher 
equipment utilization. The Company has a strong and active customer base as 
well as a number of long-term relationships with large customers in the Deep 
Basin and Duvernay plays. Calfrac expects that well completion activity will 
continue to grow in Canada as many of these plays transition from delineation 
to development. Recent results from both of these plays provide significant 
optimism about their future development. The Duvernay play, in particular, 
represents one of the most capital-intensive formations in western Canada and 
has the potential to materially increase the demand for completion services in 
that region over the longer term. Further operational efficiencies are 
expected to be achieved through the expanded use of 24-hour operations and 
multi-well pad development. Calfrac has been one of the most active service 
providers in this play and anticipates that its positioning will form the 
basis for further growth opportunities.

In addition to the liquids-rich gas plays, another driver of anticipated 
long-term growth for Calfrac is the emergence of LNG export opportunities, 
which is expected to increase with the influx of capital from foreign entities 
and large multi-national companies. The Company's leadership position in the 
development of the Montney, Duvernay and Horn River resource plays is expected 
to position it to participate significantly in the development of the natural 
gas reserves required to support these LNG initiatives. Several long-standing 
customers are in the forefront of development in this area, which is expected 
to be a conduit to a significant increase in demand for Calfrac's services 
over the longer term. As previously announced, Calfrac has entered into a 
multi-year minimum commitment contract for the provision of three fracturing 
spreads to Progress Energy Canada Limited for its Montney project in northeast 
British Columbia. Progress is leading one of the largest and most advanced of 
the LNG projects being proposed for the West Coast of British Columbia.

The operational improvements that were initiated in the United States in late 
2012 and 2013 resulted in improved financial performance during the first 
three quarters of 2013 in the midst of challenging market conditions. Calfrac 
continues to be focused on prudently managing its cost structure, improving 
its supply chain and logistics capabilities and expanding its customer 
relationships in order to maximize profitability. Near-term uncertainty 
remains, however, as the U.S. pressure pumping market is oversupplied and 
pricing remains competitive. While the Company does not expect market 
conditions to change dramatically during the remainder of the year, it will 
continue to monitor the capital programs of its customers as the quarter 
progresses.

Consistent with its philosophy of pursuing acquisitions in an opportunistic 
but financially disciplined manner, combined with a view to expanding its 
presence in the U.S. pressure-pumping market, Calfrac recently acquired all of 
the operating assets of Mission Well Services, LLC, a privately-held hydraulic 
fracturing and coiled tubing service provider that was focused in the Eagle 
Ford shale play of Texas. The acquisition was achieved at a substantial 
discount to equipment replacement cost, and provides Calfrac a strategic 
presence in the Eagle Ford shale play with the addition of locations in 
Houston, San Antonio and Fairfield, Texas. Calfrac has been able to utilize a 
significant majority of the acquired assets in the Eagle Ford play, and has 
transferred the remaining assets to other active operating areas in the United 
States, thereby maximizing utilization of the acquired assets.

Calfrac remains well-positioned in the U.S. pressure pumping business. The 
Company services three of the most active unconventional resource plays in the 
United States, the Bakken oil shale play in North Dakota, the Marcellus shale 
natural gas play in Pennsylvania and West Virginia and, now, the Eagle Ford 
shale play in Texas. Calfrac believes that the Marcellus will remain very 
active due to its low cost structure and proximity to markets. Activity in the 
Fayetteville shale play of Arkansas is anticipated to remain stable 
year-over-year due to the Company's strong and active customer base in this 
market. Calfrac's longstanding presence in the Rocky Mountain region provides 
additional growth prospects in the Niobrara shale oil play, as many producers 
have begun using longer-reach horizontal wells and greater stimulation 
intensity with encouraging results.

Calfrac's year-to-date operating and financial results in Russia are 
consistent with expectations from its 2013 contract tender process. Future 
growth and improved profitability in Russia will be based on the expanded use 
of new technologies in Western Siberia, such as horizontal drilling and 
multi-stage completions. The pace of adoption of this new methodology has far 
exceeded Calfrac's expectations thus far in 2013. Over the last two quarters, 
the number of multi-stage fracturing jobs completed in Russia increased 
significantly, to the point that in excess of 30 percent of Calfrac's 
fracturing work is now focused on horizontal wells and multi-stage 
completions. Calfrac expects that this trend will continue to increase demand 
for its services over the short and long term as Russia's producing sector 
gains confidence with this well completion approach. The Company also recently 
added a significant new customer in a new operating area. Calfrac commenced 
fracturing operations in the Usinsk region in October 2013 and expects that 
this new district will become a growth platform for 2014 and beyond.

The Company expects the use of multi-stage fracturing technology within 
horizontal wellbores in Mexico to become more prominent as capital budgets are 
reinstated. Based on tender documents received to date, much of the onshore 
activity will be focused on horizontal wells and multi-stage completions, 
which should be a catalyst for future demand for Calfrac's services. In the 
short term, the previously mentioned budget constraints by Calfrac's major 
customer in Mexico is expected to curtail the Company's equipment utilization 
for the rest of the year. In response to these new market conditions, Calfrac 
remains focused on prudently managing its Mexican operating cost structure to 
align with its expected near-term activity. Calfrac anticipates that 
multi-stage fracturing activity in the Burgos field will remain relatively 
strong for the remainder of 2013. The Company continues to monitor the 
business and operating environment closely and will proactively manage this 
segment as more information becomes available.

With Calfrac's successful entry into the Argentinean fracturing market during 
the second and third quarters of 2013 it believes that it is well-positioned 
to take advantage of opportunities related to the development of 
unconventional resource plays in Argentina. The Company expects that 
horizontal drilling combined with multi-stage fracturing will be key inputs to 
unlocking these resources. As there is very limited in-country pressure 
pumping capacity to service these emerging unconventional plays, the Company 
believes that its best-in-class service and technical expertise will allow it 
to capitalize on these opportunities as they develop. Calfrac's recently 
announced contract with YPF S.A. is an example of this strategy in action, and 
Calfrac views the contract as providing a strong foundation from which to grow 
the Company's hydraulic fracturing, coiled tubing and cementing services in 
Argentina. Activities related to this contract began in the fourth quarter.

Regarding the Colombian market, Calfrac is committed to its Colombian 
operations, continues to work on expanding its customer base, and believes 
that there will be solid long-term growth opportunities in this region as this 
market matures and activity levels increase.

On the corporate front, subsequent to the end of the quarter the Company 
completed an add-on to its senior unsecured notes maturing in 2020. This 
effectively termed out the draw taken from Calfrac's revolving credit facility 
to fund the Mission acquisition. As a result, Calfrac's capital structure 
continues to provide ample liquidity as it continues to execute on its 
business strategy.

On behalf of the Board of Directors,

Douglas R. Ramsay
Chief Executive Officer

November 5, 2013

2013 Overview

In the third quarter of 2013, the Company:
    --  achieved revenue of $388.7 million, a decrease of 7 percent
        from the third quarter of 2012 driven primarily by lower
        pricing in the United States and Canada combined with lower
        fracturing and coiled tubing activity in western Canada and
        lower fracturing activity in the Chicontepec Basin in Mexico.
        The decrease was offset partially by higher fracturing activity
        in the Marcellus and Fayetteville unconventional natural gas
        shale plays, increased multi-stage fracturing activity in
        Russia and the commencement of fracturing operations in
        Argentina;
    --  reported operating income of $51.7 million versus $70.6 million
        in the same quarter of 2012, a decrease of 27 percent, mainly
        as a result of competitive pricing pressure in Canada and the
        United States combined with lower fracturing and coiled tubing
        activity in western Canada and lower fracturing activity in the
        Chicontepec Basin in Mexico, partially offset by improved
        results in the United States driven mainly by lower costs;
    --  reported net income attributable to shareholders of Calfrac of
        $6.1 million or $0.13 per share diluted, including a foreign
        exchange loss of $5.0 million, compared to $26.9 million or
        $0.60 per share diluted, which included a $0.4 million foreign
        exchange gain, in the third quarter of 2012;
    --  incurred capital expenditures of $34.7 million, principally
        related to the Company's fracturing operations in Canada, the
        United States and Argentina; and
    --  declared a quarterly dividend of $0.25 per share.

In the nine months ended September 30, 2013, the Company:
    --  generated revenue of $1.1 billion, a decrease of 10 percent
        from the first nine months of 2012 driven primarily by
        competitive pricing pressure in the United States and Canada,
        lower fracturing and coiled tubing activity in the
        unconventional plays in western Canada, smaller fracturing job
        sizes in the Bakken oil shale play in North Dakota, and lower
        fracturing activity in the Chicontepec Basin in Mexico, offset
        partially by higher multi-stage fracturing activity in Western
        Siberia and the commencement of fracturing operations in
        Argentina;
    --  reported operating income of $130.7 million versus $213.8
        million in the same period of 2012, a decrease of 39 percent,
        mainly as a result of competitive pricing pressure in Canada
        and the United States, higher logistical costs associated with
        the completion of larger fracturing jobs in Canada, a slowdown
        in fracturing activity in the Chicontepec Basin in Mexico
        beginning in the second quarter, and start-up costs associated
        with the commencement of fracturing operations in Argentina;
    --  reported net income attributable to shareholders of Calfrac of
        $16.2 million or $0.35 per share diluted, including a foreign
        exchange loss of $2.7 million, compared to net income of $85.9
        million or $1.92 per share diluted, which included a $4.4
        million foreign exchange gain, in the same period of 2012; and
    --  incurred capital expenditures of $125.3 million primarily to
        bolster the Company's fracturing operations in Canada, the
        United States and Argentina.

Financial Overview - Three Months Ended September 30, 2013 Versus 2012

 Canada                                                      

Three Months Ended September 30,               2013    2012 Change

(C$000s, except operational information)        ($)     ($)    (%)

(unaudited)                                                       

Revenue                                     167,707 200,763   (16)

Expenses                                                          
       Operating                            134,407 139,527    (4)
       Selling, General and Administrative    4,550   4,865    (6)
       (SG&A)
                                            138,957 144,392    (4)

Operating income((1))                        28,750  56,371   (49)

Operating income (%)                          17.1%   28.1%   (39)

Fracturing revenue per job ($)              183,942 205,452   (10)

Number of fracturing jobs                       860     891    (3)

Pumping horsepower, end of period (000s)        389     306     27

Coiled tubing revenue per job ($)            26,960  33,852   (20)

Number of coiled tubing jobs                    353     523   (33)

Coiled tubing units, end of period (#)           21      22    (5)

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

Revenue

Revenue from Calfrac's Canadian operations during the third quarter of 2013 
was $167.7 million versus $200.8 million in the comparable three-month period 
of 2012. The 16 percent decrease in revenue was primarily due to continued wet 
weather in central and southern Alberta reducing fracturing activity during 
the quarter, offset partially by higher activity in the Montney play in 
northeast British Columbia. Additionally, a more competitive pricing 
environment and lower coiled tubing activity in the Horn River area of 
northeast British Columbia contributed to the reduction in revenue in the 
comparable quarter.

Operating Income

Operating income in Canada decreased by 49 percent to $28.8 million during the 
third quarter of 2013 from $56.4 million in the same period of 2012 due to a 
more competitive pricing environment combined with lower overall equipment 
utilization due to inclement weather.

 United States                                                 

Three Months Ended September 30,                 2013    2012 Change

(C$000s, except operational and exchange rate     ($)     ($)    (%)
information)

(unaudited)                                                         

Revenue                                       153,650 158,473    (3)

Expenses                                                            
       Operating                              117,933 130,843   (10)
       SG&A                                     4,402   4,956   (11)
                                              122,335 135,799   (10)

Operating income((1))                          31,315  22,674     38

Operating income (%)                            20.4%   14.3%     43

Fracturing revenue per job ($)                 58,849  65,508   (10)

Number of fracturing jobs                       2,470   2,335      6

Pumping horsepower, end of period (000s)          501     467      7

Cementing revenue per job ($)                  39,489  29,507     34

Number of cementing jobs                          210     153     37

Cementing units, end of period (#)                 17      11     55

US$/C$ average exchange rate((2))              1.0385  0.9957      4

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

((2))  Source: Bank of Canada.

Revenue

Revenue from Calfrac's United States operations decreased slightly during the 
third quarter of 2013 to $153.7 million from $158.5 million in the comparable 
quarter of 2012. The decrease was due primarily to continued competitive 
pricing pressure in the United States. Fracturing activity increased slightly 
in 2013 as compared to 2012 due to higher activity in the Marcellus and 
Fayetteville shale plays, partially offset by the completion of fewer 
fracturing jobs in the Bakken play of North Dakota. Substantial improvement in 
cementing activity in the Fayetteville shale play also contributed to the 
increase in revenue during the quarter.

Operating Income

Operating income in the United States was $31.3 million for the third quarter 
of 2013, an increase of 38 percent from the comparative period in 2012 
primarily due to lower product costs resulting from supply chain and 
logistical improvements combined with pricing declines in certain key 
materials such as guar and sand. In addition, lower administrative field costs 
were achieved as a result of improved labour efficiencies.

 Russia                                                       

Three Months Ended September 30,                 2013   2012 Change

(C$000s, except operational and exchange rate     ($)    ($)    (%)
information)

(unaudited)                                                        

Revenue                                        42,913 31,228     37

Expenses                                                           
       Operating                               36,129 26,181     38
       SG&A                                     1,437  1,552    (7)
                                               37,566 27,733     35

Operating income((1))                           5,347  3,495     53

Operating income (%)                            12.5%  11.2%     12

Fracturing revenue per job ($)                112,405 99,390     13

Number of fracturing jobs                         313    220     42

Pumping horsepower, end of period (000s)           54     45     20

Coiled tubing revenue per job ($)              59,011 60,011    (2)

Number of coiled tubing jobs                      131    156   (16)

Coiled tubing units, end of period (#)              7      6     17

Rouble/C$ average exchange rate((2))           0.0317 0.0312      2

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

((2))  Source: Bank of Canada.

Revenue

During the third quarter of 2013, the Company's revenue from Russian 
operations increased by 37 percent to $42.9 million from $31.2 million in the 
corresponding quarter of 2012. The increase in revenue was mainly due to 
increased demand for horizontal multi-stage fracturing operations in Western 
Siberia, combined with larger conventional fracturing job sizes. During the 
third quarter, approximately 31 percent of Calfrac's total Russian fracturing 
activity was related to multi-stage well completions compared to less than 4 
percent in the comparable period of 2012. The increase in revenue was 
partially offset by lower coiled tubing activity resulting from the increased 
use of multi-stage fracturing completions.

Operating Income

Operating income in Russia in the third quarter of 2013 was $5.3 million 
compared to $3.5 million in the corresponding period of 2012. The increase in 
operating income was primarily due to operational efficiencies resulting from 
higher fracturing equipment utilization and a higher overall revenue base.

Latin America                                                

Three Months Ended September 30,                2013   2012 Change

(C$000s, except operational and exchange rate    ($)    ($)    (%)
information)

(unaudited)                                                       

Revenue                                       24,392 27,378   (11)

Expenses                                                          
       Operating                              22,499 23,649    (5)
       SG&A                                    2,392  1,739     38
                                              24,891 25,388    (2)

Operating (loss) income((1))                   (499)  1,990  (125)

Operating (loss) income (%)                    -2.0%   7.3%  (127)

Pumping horsepower, end of period (000s)          81     27    200

Cementing units, end of period (#)                13     13      -

Coiled tubing units, end of period (#)             3      1    200

Mexican peso/C$ average exchange rate((2))    0.0805 0.0756      6

Argentine peso/C$ average exchange rate((2))  0.1860 0.2160   (14)

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

((2))  Source: Bank of Canada.

Revenue

Calfrac's operations in Latin America generated total revenue of $24.4 million 
during the third quarter of 2013 versus $27.4 million in the comparable 
three-month period in 2012. The decrease in revenue was due to lower 
fracturing activity in the Chicontepec Basin in Mexico resulting from 
significant budget constraints by its major customer in the northern region 
where Calfrac operates. This was offset partially by the commencement of 
fracturing operations in Argentina combined with higher cementing and coiled 
tubing activity in that country.

Operating (Loss) Income

Calfrac's Latin America division incurred an operating loss of $0.5 million 
during the third quarter of 2013 compared to operating income of $2.0 million 
in the comparative quarter in 2012. The decrease in operating income was 
primarily due to lower equipment utilization in Mexico.

 Corporate                                          

Three Months Ended September 30,     2013     2012 Change

(C$000s)                              ($)      ($)    (%)

(unaudited)                                              

Expenses                                                 
       Operating                    1,602    2,848   (44)
       SG&A                        11,628   11,078      5
                                   13,230   13,926    (5)

Operating loss((1))              (13,230) (13,926)    (5)

% of Revenue                         3.4%     3.3%      3

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

Operating Loss

The 5 percent decrease in corporate expenses in the third quarter of 2013 from 
the same period in 2012 was mainly due to lower annual bonus expenses offset 
partially by higher stock-based compensation expenses of $1.4 million 
resulting from additional restricted share units granted to employees and a 
higher stock price in 2013.

Depreciation

For the three months ended September 30, 2013, depreciation expense increased 
by 24 percent to $27.8 million from $22.4 million in the corresponding quarter 
of 2012. The increase is mainly a result of a larger fleet of equipment 
operating in North America and Argentina.

Foreign Exchange Gains or Losses

The Company recorded a foreign exchange loss of $5.0 million during the third 
quarter of 2013 versus a $0.4 million gain in the comparable period in 2012. 
Foreign exchange gains and losses arise primarily from the translation of net 
monetary assets or liabilities that were held in United States dollars in 
Canada, Russia and Latin America. The Company's foreign exchange loss recorded 
in the third quarter of 2013 was primarily due to the translation of United 
States dollar-denominated assets in Canada. The value of the United States 
dollar depreciated against the Canadian dollar during the third quarter, which 
resulted in a foreign exchange loss related to these net monetary positions.

Interest

The Company's interest expense during the third quarter of 2013 was $10.1 
million versus $9.5 million for the comparable period in 2012. The increase 
was related to additional short-term borrowing in Latin America and a draw on 
Calfrac's revolving credit facilities during the third quarter of 2013.

Income Tax Expenses

The Company recorded an income tax expense of $3.3 million during the third 
quarter of 2013 versus $12.3 million in the comparable period of 2012. The 
decrease was primarily due to lower profitability in Canada. The effective 
income tax rate for 2013 was 36 percent compared to 32 percent in 2012. The 
higher effective tax rate for the third quarter of 2013 was primarily due to a 
higher percentage of taxable income in the United States, which has a higher 
average statutory tax rate.

 Summary of                                                                                        
Quarterly Results
                                                                                                   

Three Months Ended        Dec.       Mar.       June       Sept.       Dec.       Mar.       June       Sept.
                           31,        31,        30,         30,        31,        31,        30,         30,
                          2011       2012       2012        2012       2012       2013       2013        2013

(unaudited)                ($)        ($)        ($)         ($)        ($)        ($)        ($)         ($)

Financial                                                                                          

(C$000s, except per                                                                                
share and operating
data)

Revenue                490,037    474,107    335,780     417,842    367,487    423,397    288,701     388,662

Operating income(
(1))                   150,364    113,381     29,810      70,604     43,218     62,670     16,307      51,683

EBITDA((1))            149,146    127,995     18,736      70,874     46,866     65,169     16,235      46,862
       Per share -        3.40       2.92       0.42        1.59       1.05       1.44       0.36        1.02
       basic
       Per share -        3.38       2.87       0.42        1.58       1.04       1.43       0.35        1.01
       diluted

Net income (loss)                                                                                            
attributable
       to               78,921     70,841   (11,855)      26,917     11,243     24,645   (14,584)       6,089
       shareholders
       of Calfrac
       Per share -        1.80       1.62     (0.27)        0.60       0.25       0.55     (0.32)        0.13
       basic
       Per share -        1.79       1.59     (0.27)        0.60       0.25       0.54     (0.32)        0.13
       diluted

Capital                101,008     84,075     75,286      63,962     55,694     43,989     46,618      34,683
expenditures

Working capital        398,526    431,053    357,128     353,182    322,857    332,241    319,982     292,854
(end of period)

Total equity (end      700,569    779,426    747,591     783,091    780,759    802,581    784,247     786,933
of period)
                                                                                                             

Operating (end of                                                                                            
period)

Pumping horsepower         719        782        830         845        977      1,013      1,025       1,025
(000s)

Coiled tubing units         29         29         29          29         29         29         29          31
(#)

Cementing units (#)         23         23         23          25         26         28         30          30

((1))      Refer to "Non-GAAP Measures" on page 18 for further
           information

Seasonality of Operations

The Company's Canadian and United States businesses are seasonal. The lowest 
activity is typically experienced during the second quarter of the year when 
road weight restrictions are in place due to spring break-up weather 
conditions and access to well sites in Canada and North Dakota is reduced 
(refer to "Business Risks - Seasonality" in the 2012 Annual Report).

Foreign Exchange Fluctuations

The Company's consolidated financial statements are reported in Canadian 
dollars. Accordingly, the quarterly results are directly affected by 
fluctuations in the United States, Russian, Mexican, Argentinean and Colombian 
currency exchange rates (refer to "Business Risks - Fluctuations in Foreign 
Exchange Rates" in the 2012 Annual Report).

Financial Overview - Nine Months Ended September 30, 2013 Versus 2012

 Canada                                                   

Nine Months Ended September 30,             2013    2012 Change

(C$000s, except operational information)     ($)     ($)    (%)

(unaudited)                                                    

Revenue                                  480,002 531,306   (10)

Expenses                                                       
       Operating                         380,954 378,881      1
       SG&A                               12,351  12,892    (4)
                                         393,305 391,773      -

Operating income((1))                     86,697 139,533   (38)

Operating income (%)                       18.1%   26.3%   (31)

Fracturing revenue per job ($)           203,104 198,892      2

Number of fracturing jobs                  2,244   2,440    (8)

Pumping horsepower, end of period (000s)     389     306     27

Coiled tubing revenue per job ($)         25,326  32,865   (23)

Number of coiled tubing jobs                 957   1,400   (32)

Coiled tubing units, end of period (#)        21      22    (5)

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

Revenue

Revenue from Calfrac's Canadian operations during the first nine months of 
2013 was $480.0 million versus $531.3 million in the comparable nine-month 
period of 2012. The 10 percent decrease in revenue was primarily due to 
competitive pricing pressure, lower fracturing and coiled tubing activity in 
the Horn River area of northeast British Columbia, and lower fracturing and 
coiled tubing activity in central and southern Alberta due to wet weather 
conditions experienced during the second and third quarters of 2013. In 
addition, the completion of fewer deep coiled tubing jobs in the Horn River 
area lowered average coiled tubing job sizes during the first nine months of 
2013 from the same period in 2012. The decrease in revenue was offset 
partially by the completion of larger fracturing jobs.

Operating Income

Operating income in Canada decreased by 38 percent to $86.7 million during the 
first nine months of 2013 from $139.5 million in the same period of 2012. The 
decrease in Canadian operating income was primarily due to a more competitive 
pricing environment combined with lower fracturing and coiled tubing equipment 
utilization.

 United States                                                 

Nine Months Ended September 30,                  2013    2012 Change

(C$000s, except operational and exchange rate     ($)     ($)    (%)
information)

(unaudited)                                                         

Revenue                                       426,935 528,508   (19)

Expenses                                                            
       Operating                              338,697 413,434   (18)
       SG&A                                    13,709  15,433   (11)
                                              352,406 428,867   (18)

Operating income((1))                          74,529  99,641   (25)

Operating income (%)                            17.5%   18.9%    (7)

Fracturing revenue per job ($)                 58,572  74,539   (21)

Number of fracturing jobs                       6,908   6,823      1

Pumping horsepower, end of period (000s)          501     467      7

Cementing revenue per job ($)                  34,816  31,000     12

Number of cementing jobs                          641     481     33

Cementing units, end of period (#)                 17      11     55

US$/C$ average exchange rate((2))              1.0236  1.0025      2

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

((2))  Source: Bank of Canada.

Revenue

Revenue from Calfrac's United States operations during the first nine months 
of 2013 decreased to $426.9 million from $528.5 million in the comparable 
period of 2012. The decrease was due primarily to competitive pricing pressure 
in the United States fracturing market. Lower fracturing activity and the 
completion of smaller fracturing jobs in the Bakken shale play of North Dakota 
were offset by higher activity in the Marcellus and Fayetteville 
unconventional shale natural gas plays. Higher cementing activity on 
multi-well pads in Arkansas generated increased revenue from cementing 
services, mitigating the overall revenue decline.

Operating Income

Operating income in the United States was $74.5 million for the nine months 
ended September 30, 2013 compared to $99.6 million in the comparative period 
in 2012. The decrease in operating income was primarily due to competitive 
pricing pressure and lower fracturing equipment utilization in the 
unconventional natural gas plays of the United States during the first quarter 
of 2013. The decrease in operating income was mitigated by reductions in 
labour and maintenance expenses resulting from cost-saving initiatives 
implemented by the Company in late 2012 and early 2013, combined with supply 
chain and logistical improvements and declines in certain key materials such 
as guar.

 Russia                                                       

Nine Months Ended September 30,                  2013   2012 Change

(C$000s, except operational and exchange rate     ($)    ($)    (%)
information)

(unaudited)                                                        

Revenue                                       117,379 88,569     33

Expenses                                                           
       Operating                              101,964 77,391     32
       SG&A                                     4,721  4,358      8
                                              106,685 81,749     31

Operating income((1))                          10,694  6,820     57

Operating income (%)                             9.1%   7.7%     18

Fracturing revenue per job ($)                105,627 95,561     11

Number of fracturing jobs                         900    627     44

Pumping horsepower, end of period (000s)           54     45     20

Coiled tubing revenue per job ($)              57,511 58,954    (2)

Number of coiled tubing jobs                      388    486   (20)

Coiled tubing units, end of period (#)              7      6     17

Rouble/C$ average exchange rate((2))           0.0324 0.0323      -

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

((2))  Source: Bank of Canada.

Revenue

During the first nine months of 2013, the Company's revenue from Russian 
operations increased by 33 percent to $117.4 million from $88.6 million in the 
corresponding nine-month period of 2012. The increase in revenue was mainly 
due to higher fracturing activity as a result of the successful introduction 
of multi-stage fracturing programs in 2013 and larger conventional fracturing 
job sizes. Coiled tubing activity declined as a result of the increased use of 
multi-stage fracturing operations, which reduced the requirements for coiled 
tubing operations, combined with a decrease in coiled tubing job sizes.

Operating Income

Operating income in Russia in the first nine months of 2013 was $10.7 million 
compared to $6.8 million in the corresponding period of 2012. The increase in 
operating income was primarily a result of operational efficiencies associated 
with multi-stage fracturing jobs forming a larger proportion of total activity 
in 2013.

 Latin America                                               

Nine Months Ended September 30,                 2013   2012 Change

(C$000s, except operational and exchange rate    ($)    ($)    (%)
information)

(unaudited)                                                       

Revenue                                       76,444 79,346    (4)

Expenses                                                          
       Operating                              71,563 69,005      4
       SG&A                                    5,194  4,603     13
                                              76,757 73,608      4

Operating income (loss)((1))                   (313)  5,738  (105)

Operating income (loss) (%)                    -0.4%   7.2%  (106)

Pumping horsepower, end of period (000s)          81     27    200

Cementing units, end of period (#)                13     13      -

Coiled tubing units, end of period (#)             3      1    200

Mexican peso/C$ average exchange rate((2))    0.0807 0.0758      6

Argentine peso/C$ average exchange rate((2))  0.1941 0.2245   (14)

((1))   Refer to "Non-GAAP Measures" on page 18 for further
       information.

((2))  Source: Bank of Canada.

Revenue

Calfrac's Latin America operations generated total revenue of $76.4 million 
during the first nine months of 2013 versus $79.3 million in the comparable 
nine-month period in 2012. The decrease in revenue was mainly due to lower 
fracturing activity in the Chicontepec Basin in Mexico resulting from customer 
budget reductions. This was partially offset by the commencement of fracturing 
operations in Argentina during the second quarter of 2013 combined with higher 
cementing and coiled tubing activity in that country. Permitting and 
infrastructure issues in Colombia during 2013 resulted in lower year-over-year 
cementing activity in that market which also contributed to the decline in 
revenue.

Operating Income

For the nine months ended September 30, 2013, Calfrac's Latin America division 
incurred an operating loss of $0.3 million compared to operating income of 
$5.7 million in the comparative period in 2012. The decrease in operating 
income was primarily due to lower equipment utilization in Mexico combined 
with additional costs associated with the commencement of fracturing 
operations and the expansion of cementing activities in Argentina. Lower 
equipment utilization in Colombia also contributed to the decrease in 
operating income.

 Corporate                                         

Nine Months Ended September 30,     2013     2012 Change

(C$000s)                             ($)      ($)    (%)

(unaudited)                                             

Expenses                                                
       Operating                   6,379    7,510   (15)
       SG&A                       34,568   30,427     14
                                  40,947   37,937      8

Operating loss((1))             (40,947) (37,937)      8

% of Revenue                        3.7%     3.1%     19

((1))  Refer to "Non-GAAP Measures" on page 18 for further information.

Operating Loss

The 8 percent increase in corporate expenses for the nine months ended 
September 30, 2013 over the comparative period in 2012 was mainly due to a 
$4.1 million increase in stock-based compensation expenses resulting from 
additional restricted share units granted to employees and a higher stock 
price in 2013. Higher occupancy and corporate personnel costs to support the 
Company's larger scale of operations also contributed to the increase in 
corporate expenses. The increase was offset partially by lower annual bonus 
expenses.

Depreciation

For the nine months ended September 30, 2013, depreciation expense increased 
by 18 percent to $78.6 million from $66.7 million in the corresponding period 
of 2012. The increase is mainly a result of a larger fleet of equipment 
operating in North America and Argentina.

Foreign Exchange Gains or Losses

The Company recorded a foreign exchange loss of $2.7 million during the first 
nine months of 2013 versus a $4.4 million gain in the comparative period of 
2012. Foreign exchange gains and losses arise primarily from the translation 
of net monetary assets or liabilities that were held in United States dollars 
in Canada, Russia and Latin America. The majority of the Company's foreign 
exchange loss recorded in the first nine months of 2013 was attributable to 
U.S. dollar denominated debt in Russia as the U.S. dollar appreciated 6 
percent versus the Russian rouble during the period. This loss was partially 
offset by the impact of the net U.S. dollar denominated asset position in 
Canada as the U.S. dollar appreciated by 4 percent against the Canadian dollar 
during this period.

Interest

The Company's interest expense during the first nine months of 2013 increased 
from the comparable period of 2012 by $1.2 million to $28.6 million. The 
increase was related to additional short-term borrowing in Latin America and a 
draw on Calfrac's revolving credit facility during the third quarter.

Income Tax Expenses

The Company recorded income tax expense of $6.1 million during the first nine 
months of 2013 compared to $38.1 million in the comparable period of 2012. The 
effective income tax rate for the nine-month period ended September 30, 2013 
was 29 percent compared to 31 percent in 2012. The lower effective tax rate 
for the first nine months of 2013 was primarily due to a lower percentage of 
Calfrac's taxable income being generated in the United States, which has a 
higher average statutory tax rate.

 Liquidity and Capital                                 
Resources
                                                       
                Three Months Ended Sept 30, Nine Months Ended Sept 30,
                              2013     2012      2013             2012

(C$000s)                       ($)      ($)       ($)              ($)

(unaudited)                                                           

Cash flows provided by                                                
(used in):
       Operating           100,451    2,590   145,353          177,029
       activities
       Financing          (27,436) (15,464)    14,036          (7,305)
       activities
       Investing          (36,216) (54,802) (140,590)        (204,277)
       activities
       Effect of exchange
       rate changes on
       cash and cash
       equivalents         (3,994)  (2,512)     2,468          (2,047)

Increase in cash and cash   32,805 (70,188)    21,267         (36,600)
equivalents

Operating Activities

The Company's cash provided by operating activities for the nine months ended 
September 30, 2013 was $145.4 million versus $177.0 million in 2012. The 
decrease was primarily due to a decline in operating margins in Canada and the 
United States and slower accounts receivable collections in Mexico. At 
September 30, 2013, Calfrac's working capital was approximately $292.9 
million, a decrease of 9 percent from December 31, 2012. The Company had an 
accounts receivable of US$53.2 million at September 30, 2013 with a customer 
operating in Mexico that has been outstanding for greater than 120 days, for 
which no provision has been made. The payment delay is consistent with the 
experience of many other oilfield service companies in this market. Collection 
is expected in its entirety; however, the timing is uncertain.

Financing Activities

Cash flow provided by financing activities during the first nine months of 
2013 was $14.0 million compared to $7.3 million used for financing activities 
in the comparable 2012 period. During the first nine months of 2013, the 
Company used bank loan proceeds of $16.4 million for Argentina, issued $15.4 
million of Calfrac common shares, paid dividends of $16.4 million and repaid 
$0.7 million of finance lease obligations.

On August 8, 2013, the Company extended the term of its credit facilities to 
September 27, 2017. The maturity may be extended by one or more years at the 
Company's request and lenders' acceptance. The Company also may prepay 
principal without penalty. The facilities consist of an operating facility of 
$20.0 million and a syndicated facility of $280.0 million. The interest rates 
are based on the parameters of certain bank covenants. For prime-based loans 
and U.S. base-rate loans, the rate ranges from prime or U.S. base rate plus 
0.50 percent to prime plus 1.25 percent. For LIBOR-based loans and bankers' 
acceptance-based loans, the margin thereon ranges from 1.50 percent to 2.25 
percent above the respective base rates. As at September 30, 2013, the Company 
had used $24.8 million of its credit facilities for letters of credit, leaving 
$275.2 million in available credit.

Calfrac pays quarterly dividends to shareholders at the discretion of the 
Board of Directors, which qualify as "eligible dividends" as defined by the 
Canada Revenue Agency. In February 2012, the Company increased its semi-annual 
cash dividend from $0.10 to $0.50 per share, beginning with the dividend paid 
on July 16, 2012, thereby increasing the annualized dividend to $1.00 per 
share beginning in 2012. In December 2012, the Company announced that it would 
pay dividends quarterly instead of semi-annually commencing with a $0.25 
dividend that was declared in the first quarter of 2013.

Investing Activities

Calfrac's net cash used for investing activities was $140.6 million for the 
first nine months of 2013 versus $204.3 million for the comparative period in 
2012. Cash outflows relating to capital expenditures were $141.8 million 
during the period compared to $206.0 million in 2012. Capital expenditures 
were primarily to support the Company's Canadian, United States and 
Argentinean fracturing operations.

Calfrac's 2013 capital budget is projected to be $74.0 million, of which $25.0 
million is being directed towards growing its Latin America operations, 
including an investment in coiled tubing and fracturing equipment. The 
remaining capital program is focusing on maintenance and support capital and 
further investment in logistics equipment. In addition to the 2013 capital 
program outlined above, Calfrac expects that the approximately $95.1 million 
carry-over of its 2012 capital program will be completed in 2013.

Effect of Exchange Rate Changes on Cash and Cash Equivalents

The effect of changes in foreign exchange rates on the Company's cash and cash 
equivalents during the first nine months of 2013 was a gain of $2.5 million 
versus a loss of $2.0 million during 2012. These gains relate to cash and cash 
equivalents held by the Company in a foreign currency.

With its strong working capital position, available credit facilities and 
anticipated funds provided by operations, the Company expects to have adequate 
resources to fund its financial obligations and planned capital expenditures 
for 2013 and beyond.

At September 30, 2013, the Company had cash and cash equivalents of $63.7 
million.

Subsequent Events

On October 1, 2013, the Company completed the acquisition of all of the 
operating assets of Mission Well Services, LLC, a privately-held hydraulic 
fracturing and coiled tubing services provider based in San Antonio, Texas and 
operating in the Eagle Ford shale play of Texas. This acquisition provides the 
Company with modern fracturing and coiled tubing equipment and an entry into 
the Texas market. Under the terms of the purchase agreement, the total 
purchase price was approximately US$145.7 million, excluding transaction 
costs, which included certain working capital associated with the ongoing 
operations of the business. The purchase price accounting for this transaction 
had not yet been finalized at the time these financial statements were 
authorized for issuance.

On October 8, 2013, the Company closed a private offering of US$150.0 million 
aggregate principal of its 7.50 percent senior notes yielding net proceeds of 
US$149.4 million after applicable discount. Fixed interest on the notes is 
payable semi-annually on June 1 and December 1 of each year. The notes will 
mature on December 1, 2020. The net proceeds from this offering were used to 
finance the Mission asset acquisition.

Outstanding Share Data

The Company is authorized to issue an unlimited number of common shares. 
Employees have been granted options to purchase common shares under the 
Company's shareholder-approved stock option plan. The number of shares 
reserved for issuance under the stock option plan is equal to a maximum of 10 
percent of the Company's issued and outstanding common shares. As at November 
1, 2013, there were 46,277,699 common shares issued and outstanding, and 
2,534,575 options to purchase common shares.

The Company has a Dividend Reinvestment Plan (DRIP) that allows shareholders 
to direct cash dividends paid on all or a portion of their common shares to be 
reinvested in additional common shares that will be issued at 95 percent of 
the volume-weighted average price of the common shares traded on the Toronto 
Stock Exchange during the last five trading days preceding the relevant 
dividend payment date.

Normal Course Issuer Bid

The Company filed a Notice of Intention (the "Renewal Notice") to renew its 
Normal Course Issuer Bid (the "Renewed NCIB") with the TSX on November 1, 
2012. Under the Renewed NCIB, the Company may acquire up to 3,318,738 common 
shares, which was 10 percent of the public float outstanding as at October 31, 
2012, during the period November 12, 2012 through November 11, 2013. The 
maximum number of common shares that may be acquired by the Company during a 
trading day is 44,254, with the exception that the Company is allowed to make 
one block purchase of common shares per calendar week that exceeds such limit. 
All purchases of common shares will be made through the TSX, alternative 
trading systems or such other exchanges or marketplaces through which the 
common shares trade from time to time at the market price of the shares at the 
time of acquisition. Any shares acquired under the Renewed NCIB will be 
cancelled. There were no shares purchased under the Normal Course Issuer Bid 
for the nine months ended September 30, 2013. A copy of the Renewal Notice may 
be obtained by any shareholder, without charge, by contacting the Company's 
Corporate Secretary at 411 - 8th Avenue S.W., Calgary, Alberta, T2P 1E3, or by 
telephone at 403-266-6000.

Advisories

Forward-Looking Statements

In order to provide Calfrac shareholders and potential investors with 
information regarding the Company and its subsidiaries, including management's 
assessment of Calfrac's plans and future operations, certain statements 
contained in this press release, including statements that contain words such 
as "seek", "anticipates", "plan", "continue", "estimate", "expect", "may", 
"will", "project", "predict", "potential", "targeting", "intend", "could", 
"might", "should", "expect", "believe", "forecast" or similar words suggesting 
future outcomes, are forward-looking statements.

In particular, forward-looking statements in this press release include, but 
are not limited to, statements with respect to expected operating strategies, 
capital expenditure programs, future financial resources, anticipated 
equipment utilization levels, future oil and natural gas well activity in each 
of the Company's operating jurisdictions, results of acquisitions, the impact 
of environmental regulations on the Company's business, future costs or 
potential liabilities, projections of market prices and costs, supply and 
demand for oilfield services, expectations regarding the Company's ability to 
maintain its competitive position, anticipated benefits of the Company's 
competitive position, expectations regarding the Company's ability to raise 
capital, treatment under government regulatory regimes, commodity prices, 
anticipated outcomes of specific events, trends in, and the growth prospects 
of, the global oil and natural gas industry, the Company's growth prospects 
including, without limitation, its international growth strategy and prospects 
and the impact of changes in accounting policies and standards on the Company 
and its financial statements. These statements are derived from certain 
assumptions and analyses made by the Company based on its experience and 
perception of historical trends, current conditions, expected future 
developments and other factors that it believes are appropriate in the 
circumstances, including, but not limited to, the general stability of the 
economic and political environment in which the Company operates, the 
Company's expectations for its current and prospective customers' capital 
budgets and geographical areas of focus, the Company's existing contracts and 
the status of current negotiations with key customers and suppliers, the focus 
of the Company's customers on oil and liquids-rich plays in the current 
natural gas pricing environment in North America, the effect unconventional 
gas projects have had on supply and demand fundamentals for natural gas and 
the likelihood that the current tax and regulatory regime will remain 
substantially unchanged.

Forward-looking statements are subject to a number of known and unknown risks 
and uncertainties that could cause actual results to differ materially from 
the Company's expectations. Such risk factors include: general economic 
conditions in Canada, the United States, Russia, Mexico, Argentina and 
Colombia; the demand for fracturing and other stimulation services during 
drilling and completion of oil and natural gas wells; volatility in market 
prices for oil and natural gas and the effect of this volatility on the demand 
for oilfield services generally; regional competition; liabilities and risks, 
including environmental liabilities and risks, inherent in oil and natural gas 
operations; changes in legislation and the regulatory environment; sourcing, 
pricing and availability of raw materials, component parts, equipment, 
suppliers, facilities and skilled personnel; the ability to integrate 
technological advances and match advances of competition; the availability of 
capital on satisfactory terms; intellectual property risks; uncertainties in 
weather and temperature affecting the duration of the service periods and the 
activities that can be completed; dependence on, and concentration of, major 
customers; the creditworthiness and performance by the Company's 
counterparties and customers; liabilities and risks associated with prior 
operations; the effect of accounting pronouncements issued periodically; 
failure to realize anticipated benefits of acquisitions and dispositions; and 
currency exchange rate risk. Further information about these and other risks 
and uncertainties may be found under "Risk Factors" in the Company's most 
recently filed Annual Information Form.

Consequently, all of the forward-looking statements made in this press release 
are qualified by these cautionary statements and there can be no assurance 
that actual results or developments anticipated by the Company will be 
realized, or that they will have the expected consequences or effects on the 
Company or its business or operations. These statements speak only as of the 
respective date of this press release or the document incorporated by 
reference herein. The Company assumes no obligation to update publicly any 
such forward-looking statements, whether as a result of new information, 
future events or otherwise, except as required pursuant to applicable 
securities laws.

Business Risks

The business of Calfrac is subject to certain risks and uncertainties. Prior 
to making any investment decision regarding Calfrac, investors should 
carefully consider, among other things, the risk factors set forth in the 
Company's most recently filed Annual Information Form, which are specifically 
incorporated by reference herein.

The Annual Information Form is available through the Internet on the Canadian 
System for Electronic Document Analysis and Retrieval (SEDAR), which can be 
accessed at www.sedar.com. Copies of the Annual Information Form may also be 
obtained on request without charge from Calfrac at 411 - 8(th) Avenue S.W., 
Calgary, Alberta, Canada, T2P 1E3, or at www.calfrac.com, or by facsimile at 
403-266-7381.

Non-GAAP Measures

Certain supplementary measures in this press release do not have any 
standardized meaning as prescribed under IFRS and are therefore considered 
non-GAAP measures. These measures include operating income, EBITDA and net 
income attributable to the shareholders of Calfrac before foreign exchange 
gains and losses. These measures may not be comparable to similar measures 
presented by other entities. These measures have been described and presented 
in this press release in order to provide shareholders and potential investors 
with additional information regarding the Company's financial results, 
liquidity and its ability to generate funds to finance its operations. 
Management's use of these measures has been disclosed further in this press 
release as these measures are discussed and presented.

Additional Information

Further information regarding Calfrac Well Services Ltd., including the most 
recently filed Annual Information Form, can be accessed on the Company's 
website at www.calfrac.com or under the Company's public filings found at 
www.sedar.com.

Third Quarter Conference Call

Calfrac will be conducting a conference call for interested analysts, brokers, 
investors and news media representatives to review its 2013 third quarter 
results at 10:00 a.m. (Mountain Time) on Wednesday, November 6, 2013. The 
conference call dial-in number is 1-888-231-8191 or 647-427-7450. The 
seven-day replay numbers are 1-855-859-2056 or 416-849-0833 (once connected, 
enter 90487663). A webcast of the conference call may be accessed via the 
Company's website at www.calfrac.com.

CONSOLIDATED BALANCE SHEETS                               
                                           September 30, December 31,

As at                                               2013         2012

(C$000s) (unaudited)                                 ($)          ($)

ASSETS                                                               

Current assets                                                       
       Cash and cash equivalents                  63,748       42,481
       Accounts receivable                       298,029      320,143
       Income taxes recoverable                    2,540          292
       Inventories                               114,609      118,713
       Prepaid expenses and deposits              20,414       10,697
                                                 499,340      492,326

Non-current assets                                                   
       Property, plant and equipment           1,064,241    1,005,101
       Goodwill                                   10,523       10,523
       Deferred income tax assets                 22,609       16,871

Total assets                                   1,596,713    1,524,821

LIABILITIES AND EQUITY                                               

Current liabilities                                                  
       Accounts payable and accrued              191,175      168,250
       liabilities
        Bank loan (note 3)                        14,911            -
       Current portion of long-term debt             400          479
       (note 4)
       Current portion of finance lease                -          740
       obligations
                                                 206,486      169,469

Non-current liabilities                                              
       Long-term debt (note 4)                   457,247      441,018
       Other long-term liabilities                   253          435
       Deferred income tax liabilities           145,794      133,140

Total liabilities                                809,780      744,062

Equity attributable to the shareholders of                           
Calfrac
       Capital stock (note 5)                    327,459      300,451
       Contributed surplus (note 7)               26,725       27,546
       Loan receivable for purchase of           (2,500)      (2,500)
       common shares (note 12)
       Retained earnings                         439,990      458,543
       Accumulated other comprehensive           (3,131)      (2,403)
       income (loss)
                                                 788,543      781,637

Non-controlling interest                         (1,610)        (878)

Total equity                                     786,933      780,759

Total liabilities and equity                   1,596,713    1,524,821

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS                      
                             Three Months Ended Nine Months Ended Sept.
                                      Sept. 30,                     30,
                                2013       2012      2013          2012

(C$000s, except per share        ($)        ($)       ($)           ($)
data) (unaudited)

Revenue                      388,662    417,842 1,100,760     1,227,729

Cost of sales (note 13)      340,382    345,454   978,154     1,012,968

Gross profit                  48,280     72,388   122,606       214,761

Expenses                                                               
       Selling, general and   24,408     24,190    70,542        67,713
       administrative
       Foreign exchange        4,993      (358)     2,700       (4,442)
       losses (gains)
       (Gain) loss on
       disposal of property,
       plant and
                   equipment   (172)         88     (306)           632
       Interest               10,064      9,504    28,552        27,421
                              39,293     33,424   101,488        91,324

Income before income tax       8,987     38,964    21,118       123,437

Income tax expense                                                     
       Current                 1,313      3,959     3,039         5,077
       Deferred                1,941      8,350     3,097        32,980
                               3,254     12,309     6,136        38,057

Net income for the period      5,733     26,655    14,982        85,380
                                                                       

Net income (loss)                                                      
attributable to:
       Shareholders of         6,089     26,917    16,150        85,903
       Calfrac
       Non-controlling         (356)      (262)   (1,168)         (523)
       interest
                               5,733     26,655    14,982        85,380
                                                                       

Earnings per share (note 5)                                            
       Basic                    0.13       0.60      0.35          1.94
       Diluted                  0.13       0.60      0.35          1.92

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME        
(LOSS)
                                   Three Months Ended Nine Months Ended
                                            Sept. 30,         Sept. 30,
                                    2013         2012    2013      2012

(C$000s) (unaudited)                 ($)          ($)     ($)       ($)

Net income for the period          5,733       26,655  14,982    85,380

Other comprehensive income (loss)                                      

Items that may be subsequently                                         
reclassified
                    to profit or                                       
                   loss:
                     Change in                                         
                     foreign
                     currency
                     translation
                       adjustment    514          145   (735)   (4,316)

Comprehensive income for the       6,247       26,800  14,247    81,064
period

Comprehensive income (loss)                                            
attributable to:
                   Shareholders of 6,564       27,074  15,422    81,702
                   Calfrac
                   Non-controlling (317)        (274) (1,175)     (638)
                   interest
                                   6,247       26,800  14,247    81,064

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF                                                                      
CHANGES IN EQUITY
                                                                                                
                             Equity Attributable to the Shareholders of Calfrac                        
                                              Loan
                                        Receivable
                                               for
                                                     Accumulated
                                          Purchase
                                                of         Other                          Non-
                      Share Contributed     Common Comprehensive Retained          Controlling    Total
                    Capital     Surplus     Shares Income (Loss) Earnings    Total    Interest   Equity

(C$000s)
(unaudited)             ($)         ($)        ($)           ($)      ($)      ($)         ($)      ($)

Balance - January
1, 2013             300,451      27,546    (2,500)       (2,403)  458,543  781,637       (878)  780,759

Net income (loss)
for the period            -           -          -             -   16,150   16,150     (1,168)   14,982

Other comprehensive
income (loss):                                                                                         
       Cumulative
       translation
       adjustment         -           -          -         (728)        -    (728)         (7)    (735)

Comprehensive
income (loss) for
the period                -           -          -         (728)   16,150   15,422     (1,175)   14,247

Stock options:                                                                                         
       Stock-based
       compensation
       recognized         -       4,379          -             -        -    4,379           -    4,379
       Proceeds
       from
       issuance of
       shares        20,587     (5,200)          -             -        -   15,387           -   15,387

Dividend
Reinvestment Plan
shares                                                                                                 
        issued
       (note 18)      6,421           -          -             -        -    6,421           -    6,421

Dividends                 -           -          -             - (34,378) (34,378)           - (34,378)

Non-controlling
interest
contribution              -           -          -             -        -        -         118      118

Dilution of
non-controlling
interest                  -           -          -             -    (325)    (325)         325        -

Balance - September
30, 2013            327,459      26,725    (2,500)       (3,131)  439,990  788,543     (1,610)  786,933
                                                                                                       

Balance - January
1, 2012             271,817      24,170    (2,500)         1,334  405,954  700,775       (206)  700,569

Net income (loss)
for the period            -           -          -             -   85,903   85,903       (523)   85,380

Other comprehensive
income (loss):                                                                                         
       Cumulative
       translation
       adjustment         -           -          -       (4,201)        -  (4,201)       (115)  (4,316)

Comprehensive
income (loss) for
the period                -           -          -       (4,201)   85,903   81,702       (638)   81,064

Stock options:                                                                                         
       Stock-based
       compensation
       recognized         -       5,064          -             -        -    5,064           -    5,064
       Proceeds
       from
       issuance of
       shares        13,899     (3,370)          -             -        -   10,529           -   10,529

Dividend
Reinvestment Plan
shares                                                                                                 
       issued (note
       18)            7,854           -          -             -        -    7,854           -    7,854

Dividends                 -           -          -             - (22,182) (22,182)           - (22,182)

Non-controlling
interest
contribution              -           -          -             -        -        -         193      193

Balance - September
30, 2012            293,570      25,864    (2,500)       (2,867)  469,675  783,742       (651)  783,091

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH    
FLOWS
                                  Three Months        Nine Months Ended
                                  Ended Sept. 30,             Sept. 30,
                                      2013     2012      2013      2012

(C$000s) (unaudited)                   ($)      ($)       ($)       ($)

CASH FLOWS PROVIDED BY (USED IN)                                       

OPERATING ACTIVITIES                                                   
             Net income for the      5,733   26,655    14,982    85,380
             period
             Adjusted for the                                          
             following:
                     Depreciation   27,811   22,406    78,596    66,747
                     Stock-based     1,518    1,743     4,379     5,064
                     compensation
                     Unrealized      4,256  (4,516)     1,670   (8,433)
                     foreign
                     exchange
                     losses
                     (gains)
                     (Gain) loss     (172)       88     (306)       632
                     on disposal
                     of property,
                     plant and
                     equipment
                     equipment
                     Interest       10,064    9,504    28,552    27,421
                     Deferred        1,941    8,350     3,097    32,980
                     income taxes
             Interest paid         (1,423)    (412)  (19,384)  (17,713)
             Changes in items of    50,723 (61,228)    33,767  (15,049)
             working capital
             (note 10)

Cash flows provided by operating   100,451    2,590   145,353   177,029
activities

FINANCING ACTIVITIES                                                   
             Bank loan proceeds      3,874        -    16,423     2,734
             Issuance of             (205)        -    25,715        71
             long-term debt, net
             of debt issuance
             costs
             Long-term debt       (26,085)    (106)  (26,323)     (336)
             repayments
             Finance lease               -    (133)     (740)   (1,599)
             obligation
             repayments
             Net proceeds on         3,139      874    15,387    10,529
             issuance of common
             shares
             Dividends paid, net   (8,159) (16,099)  (16,426)  (18,704)
             of DRIP (note 18)

Cash flows provided by (used in)  (27,436) (15,464)    14,036   (7,305)
financing activities

INVESTING ACTIVITIES                                                   
             Purchase of          (36,498) (55,320) (141,794) (205,983)
             property, plant and
             equipment (note 10)
             Proceeds on disposal      282      518     1,086     1,513
             of property, plant
             and equipment
             Other                       -        -       118       193

Cash flows used in investing      (36,216) (54,802) (140,590) (204,277)
activities

Effect of exchange rate changes    (3,994)  (2,512)     2,468   (2,047)
on cash and cash equivalents

Increase (decrease) in cash and     32,805 (70,188)    21,267  (36,600)
cash equivalents

Cash and cash equivalents,          30,943  166,643    42,481   133,055
beginning of period

Cash and cash equivalents, end of   63,748   96,455    63,748    96,455
period

See accompanying notes to the consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2013

(Amounts in text and tables are in thousands of Canadian dollars, except share 
data and certain other exceptions as indicated) (unaudited)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND ADOPTION OF IFRS

Calfrac Well Services Ltd. (the "Company") was formed through the amalgamation 
of Calfrac Well Services Ltd. (predecessor company originally incorporated on 
June 28, 1999) and Denison Energy Inc. ("Denison") on March 24, 2004 under the 
Business Corporations Act (Alberta). The registered office is at 411 - 8(th) 
Avenue S.W., Calgary, Alberta, Canada, T2P 1E3. The Company provides 
specialized oilfield services, including hydraulic fracturing, coiled tubing, 
cementing and other well completion services to the oil and natural gas 
industries in Canada, the United States, Russia, Mexico, Argentina and 
Colombia.

These condensed consolidated interim financial statements were prepared in 
accordance with International Accounting Standard (IAS) 34 Interim Financial 
Reporting using accounting policies consistent with International Financial 
Reporting Standards (IFRS) as issued by the International Accounting Standards 
Board (IASB) and interpretations by the International Financial Reporting 
Interpretations Committee (IFRIC). They should be read in conjunction with the 
annual financial statements for the year ended December 31, 2012. The Company 
has consistently applied the same accounting policies throughout all periods 
presented, as if these policies had always been in effect.

These financial statements were approved by the Audit Committee of the Board 
of Directors for issuance on November 5, 2013.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim consolidated financial statements follow the same accounting 
policies and methods of application as the most recent annual financial 
statements.

For purposes of calculating income taxes during interim periods, the Company 
utilizes estimated annualized income tax rates. Current income tax expense is 
only recognized when taxable income is such that current income taxes become 
payable.

The adoption of accounting standards and amendments, effective January 1, 
2013, is disclosed in the March 31, 2013 interim consolidated financial 
statements.

3. BANK LOAN

The Company's Argentinean subsidiary has two operating lines of credit, of 
which a total of ARS83,839($14,911) was drawn at September 30, 2013. The 
interest rate ranges from 18.5 percent to 24.0 percent and both lines of 
credit are secured by letters of credit issued by the Company.

4. LONG-TERM DEBT
                                             September 30, December 31,

As at                                                 2013         2012

(C$000s)                                               ($)          ($)

US$450,000 senior unsecured notes due                                  
December 1, 2020,
       bearing interest at 7.5% payable            463,635      447,705
       semi-annually

Less: unamortized debt issuance costs              (6,463)      (6,895)
                                                   457,172      440,810

Extendible revolving term loan facility,                               
secured by Canadian
       and U.S. assets of the Company                    -            -

Less: unamortized debt issuance costs              (1,358)      (1,444)
                                                   (1,358)      (1,444)

US$1,750 mortgage maturing May 2018 bearing                            
interest at U.S.
        prime less 1%, repayable at US$33                              
        per month principal and
        interest, secured by certain real            1,803        2,003
        property

ARS169 Argentina term loan maturing December                           
31, 2013
        bearing interest at 18.25%,                                    
        repayable at ARS61 per month
        principal and interest, secured by a            30          128
        Company guarantee
                                                   457,647      441,497

Less: current portion of long-term debt              (400)        (479)
                                                   457,247      441,018

The fair value of the senior unsecured notes, as measured based on the closing 
quoted market price at September 30, 2013, was $467,112 (December 31, 2012 - 
$443,228). The carrying values of the mortgage obligations, term loans and 
revolving term loan facilities approximate their fair values as the interest 
rates are not significantly different from current interest rates for similar 
loans.

The interest rate on the $280,000 revolving term loan facility is based on the 
parameters of certain bank covenants. For Canadian prime rate loans and U.S. 
base rate loans, the rate ranges from 0.50 percent to 1.25 percent above the 
respective base rates. For LIBOR-based loans and bankers' acceptance-based 
loans the margin thereon ranges from 1.50 percent to 2.25 percent above the 
respective base rates for such loans. The facility is repayable on or before 
its maturity of September 27, 2017, assuming it is not extended. The maturity 
may be extended by one or more years at the Company's request and lenders' 
acceptance. The Company may also prepay principal without penalty. Debt 
issuance costs related to this facility are amortized over its term.

Interest on long-term debt (including the amortization of debt issuance costs) 
for the nine months ended September 30, 2013 was $28,031 (nine months ended 
September 30, 2012 - $27,232).

The Company also has an extendible operating loan facility, which includes 
overdraft protection in the amount of $20,000. The interest rate is based on 
the parameters of certain bank covenants in the same fashion as the revolving 
term facility. Drawdowns under this facility are repayable on September 27, 
2017, assuming the facility is not extended. The term and commencement of 
principal repayments may be extended by one year on each anniversary at the 
Company's request and lenders' acceptance. The operating facility is secured 
by the Company's Canadian and U.S. assets.

At September 30, 2013, the Company had utilized $24,779 of its loan facility 
for letters of credit, leaving $275,221 in available credit.

5. CAPITAL STOCK

Authorized capital stock consists of an unlimited number of common shares.
                                Nine Months Ended          Year Ended
                               September 30, 2013   December 31, 2012

Continuity of Common Shares       Shares   Amount     Shares   Amount
                                     (#) (C$000s)        (#) (C$000s)

Balance, beginning of period  45,020,641  300,451 43,709,073  271,817

Issued upon exercise of stock    866,587   20,587    686,488   14,836
options

Dividend Reinvestment Plan                                           
shares
       issued (note 18)          236,618    6,421    625,080   13,798

Balance, end of period        46,123,846  327,459 45,020,641  300,451

The weighted average number of common shares outstanding for the nine months 
ended September 30, 2013 was 45,577,577 basic and 45,903,388 diluted (nine 
months ended September 30, 2012 - 44,214,061 basic and 44,722,718 diluted). 
The difference between basic and diluted shares is attributable to the 
dilutive effect of stock options issued by the Company as disclosed in note 8.

6. NORMAL COURSE ISSUER BID

The Company received regulatory approval to purchase its own common shares in 
accordance with a Normal Course Issuer Bid for the one-year period November 7, 
2011 through November 6, 2012 and for the one-year period November 12, 2012 
through November 11, 2013. There were no shares purchased under the Normal 
Course Issuer Bid for the nine months ended September 30, 2013 or for the year 
ended December 31, 2012.

7. CONTRIBUTED SURPLUS
                                  Nine Months Ended   Year Ended
                                      September 30, December 31,

Continuity of Contributed Surplus              2013         2012

(C$000s)                                        ($)          ($)

Balance, beginning of period                 27,546       24,170
       Stock options expensed                 4,379        6,990
       Stock options exercised              (5,200)      (3,614)

Balance, end of period                       26,725       27,546

8. STOCK-BASED COMPENSATION

(a) Stock Options

Nine Months Ended September 30,            2013               2012
                                            Average            Average
                                           Exercise           Exercise

Continuity of Stock Options        Options    Price   Options    Price
                                       (#)     (C$)       (#)     (C$)

Balance, beginning of period     2,920,412    25.67 3,198,475    23.31
       Granted during the period   700,700    24.57   673,400    27.88
       Exercised for common      (866,587)    17.76 (646,263)    16.29
       shares
       Forfeited/expired         (135,875)    28.77 (272,475)    26.32

Balance, end of period           2,618,650    27.83 2,953,137    25.60

Stock options vest equally over four years and expire five years from the date 
of grant. The exercise price of outstanding options ranges from $8.35 to 
$37.18 with a weighted average remaining life of 2.86 years. When stock 
options are exercised, the proceeds, together with the compensation expense 
previously recorded in contributed surplus, are added to capital stock.

During the nine months ended September 30, 2013, $4,379 of compensation 
expense was recognized for stock options (nine months ended September 30, 2012 
- $5,064). This amount is included in selling, general and administrative 
expenses.

(b)Stock Units

Nine Months
Ended Sept. 30,                      2013                            2012

Continuity of    Deferred Performance Restricted Deferred Performance Restricted
Stock Units
                    Stock       Stock      Stock    Stock       Stock      Stock
                    Units       Units      Units    Units       Units      Units
                      (#)         (#)        (#)      (#)         (#)        (#)

Balance,           35,000      45,000    247,230   35,000      40,000          -
beginning of
period
       Granted     35,000      45,000    393,725   35,000      45,000    262,135
       during
       the
       period
       Exercised (35,000)    (45,000)   (82,410) (35,000)    (40,000)          -
       Forfeited        -           -   (32,600)        -           -   (15,930)

Balance, end of    35,000      45,000    525,945   35,000      45,000    246,205
period

The Company grants deferred stock units to its outside directors. These units 
vest in November of the year of grant and are settled either in cash (equal to 
the market value of the underlying shares at the time of exercise) or in 
Company shares purchased on the open market. The fair value of the deferred 
stock units is recognized equally over the vesting period, based on the 
current market price of the Company's shares. During the nine months ended 
September 30, 2013, $800 of compensation expense was recognized for deferred 
stock units (nine months ended September 30, 2012 - $629). This amount is 
included in selling, general and administrative expenses. At September 30, 
2013, the liability pertaining to deferred stock units was $822 (December 31, 
2012 - $877).

The Company grants performance stock units to its senior officers who do not 
participate in the stock option plan. The amount of the grants earned is 
linked to corporate performance and the grants vest on the approval of the 
Board of Directors at the meeting held to approve the consolidated financial 
statements for the year in respect of which performance is being evaluated. As 
with the deferred stock units, performance stock units are settled either in 
cash or Company shares purchased on the open market. During the nine months 
ended September 30, 2013, $1,129 of compensation expense was recognized for 
performance stock units (nine months ended September 30, 2012 - $967). This 
amount is included in selling, general and administrative expenses. At 
September 30, 2013, the liability pertaining to performance stock units was 
$1,056 (December 31, 2012 - $1,127).

The Company grants restricted share units to its employees. These units vest 
equally over three years and are settled either in cash (equal to the market 
value of the underlying shares at the time of exercise) or in Company shares 
purchased on the open market. The fair value of the restricted share units is 
recognized over the vesting period, based on the current market price of the 
Company's shares. During the nine months ended September 30, 2013, $7,168 of 
compensation expense was recognized for restricted share units (nine months 
ended September 30, 2012 - $2,670). This amount is included in selling, 
general and administrative expense. At September 30, 2013, the liability 
pertaining to restricted share units was $8,833 (December 31, 2012 - $3,693).

Changes in the Company's obligations under the deferred and performance stock 
unit plans, which arise from fluctuations in the market value of the Company's 
shares underlying these compensation programs, are recorded as the share value 
changes.

9. FINANCIAL INSTRUMENTS

The financial instruments included in the Company's consolidated balance 
sheets are cash and cash equivalents, accounts receivable, accounts payable 
and accrued liabilities, bank loan and long-term debt.

The fair values of these financial instruments, except long-term debt, 
approximate their carrying amounts. The fair value of the senior unsecured 
notes based on the closing market price at September 30, 2013, was $467,112 
before deduction of unamortized debt issuance costs (December 31, 2012 - 
$443,228). The carrying value of the senior unsecured notes at September 30, 
2013 was $463,635 before deduction of unamortized debt issuance costs 
(December 31, 2012 - $447,705). The fair value of the remaining long-term debt 
approximates its carrying value, as described in note 4.

10. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in non-cash operating assets and liabilities are as follows:
                 Three Months Ended Sept 30, Nine Months Ended Sept 30,
                    2013                2012    2013               2012

(C$000s)                                                               

Accounts          14,488            (93,203)  22,114              9,650
receivable

Income taxes         434               2,744 (2,247)              1,393
recoverable

Inventory            994             (8,102)   4,104           (29,256)

Prepaid expenses (2,356)               2,589 (9,717)            (2,995)
and deposits

Accounts payable  37,218              34,795  19,695              6,448
and accrued
liabilities

Other long-term     (55)                (51)   (182)              (289)
liabilities
                  50,723            (61,228)  33,767           (15,049)

Purchase of property, plant and equipment is comprised of:
                       Three Months Ended Sept Nine Months Ended Sept
                       30,                                        30,
                           2013           2012      2013         2012

(C$000s)                                                             

Property, plant and    (34,683)       (63,962) (125,290)    (223,323)
equipment additions

Changes in non-cash                                                  
assets and liabilities
       related to                                                    
       purchase of
       property, plant
       and
       equipment        (1,815)          8,642  (16,504)       17,340
                       (36,498)       (55,320) (141,794)    (205,983)

11. CAPITAL STRUCTURE

The Company's capital structure is comprised of shareholders' equity and 
long-term debt. The Company's objectives in managing capital are (i) to 
maintain flexibility so as to preserve its access to capital markets and its 
ability to meet its financial obligations, and (ii) to finance growth, 
including potential acquisitions.

The Company manages its capital structure and makes adjustments in light of 
changing market conditions and new opportunities, while remaining cognizant of 
the cyclical nature of the oilfield services sector. To maintain or adjust its 
capital structure, the Company may revise its capital spending, adjust 
dividends paid to shareholders, issue new shares or new debt or repay existing 
debt.

The Company monitors its capital structure and financing requirements using, 
amongst other parameters, the ratio of long-term debt to cash flow. Cash flow 
for this purpose is calculated on a 12-month trailing basis and is defined 
below.
                                             September 30, December 31,

For the twelve months ended                           2013         2012

(C$000s)                                               ($)          ($)

Net income                                          25,963       96,361

Adjusted for the following:                                            

  Depreciation                                     102,230       90,381

  Amortization of debt issuance costs and            1,277        1,234
  debt discount

  Stock-based compensation                           6,305        6,990

  Unrealized foreign exchange gains                  (792)     (10,895)

  Loss (gain) on disposal of property, plant         (136)          802
  and equipment

  Deferred income taxes                              6,759       36,642

Cash flow                                          141,606      221,515

The ratio of long-term debt to cash flow does not have a standardized meaning 
under IFRS and may not be comparable to similar measures used by other 
companies.

At September 30, 2013, the long-term debt to cash flow ratio was 3.23:1 
(December 31, 2012 - 1.99:1) calculated on a 12-month trailing basis as 
follows:
                                        September 30, December 31,

As at                                            2013         2012

(C$000s, except ratio)                            ($)          ($)

Long-term debt (net of unamortized debt       457,647      441,497
issuance costs) (note 4)

Cash flow                                     141,606      221,515

Long-term debt to cash flow ratio              3.23:1       1.99:1

The Company is subject to certain financial covenants relating to working 
capital, leverage and the generation of cash flow in respect of its operating 
and revolving credit facilities. These covenants are monitored on a monthly 
basis. The Company is in compliance with all such covenants.

The Company's capital management objectives, evaluation measures and targets 
have remained unchanged over the periods presented.

12. RELATED-PARTY TRANSACTIONS

In November 2010, the Company lent a senior officer $2,500 to purchase common 
shares of the Company on the Toronto Stock Exchange. The loan is on a 
non-recourse basis and is secured by the common shares acquired with the loan 
proceeds. It is for a term of five years and bears interest at the rate of 
3.375 percent per annum, payable annually. The market value of the shares that 
secure the loan was approximately $2,648 as at September 30, 2013 (December 
31, 2012 - $2,119). In accordance with applicable accounting standards 
regarding share purchase loans receivable, this loan is classified as a 
reduction of shareholders' equity due to its non-recourse nature. In addition, 
the shares purchased with the loan proceeds are considered to be, in 
substance, stock options.

The Company leases certain premises from an entity controlled by a member of 
its Board of Directors. The rent charged for these premises for the nine 
months ended September 30, 2013 was $343 (nine months ended September 30, 2012 
- $267), as measured at the exchange amount.

13. PRESENTATION OF EXPENSES

The Company presents its expenses on the consolidated statements of operations 
using the function of expense method whereby expenses are classified according 
to their function within the Company. This method was selected as it is more 
closely aligned with the Company's business structure. The Company's functions 
under IFRS are as follows:
    --  operations; and
    --  selling, general and administrative.

Cost of sales includes direct operating costs (including product costs, direct 
labour and overhead costs) and depreciation on assets relating to operations.

Additional information on the nature of expenses is as follows:

Nine Months Ended September 30,                          2013    2012

(C$000s)                                                  ($)     ($)

Product costs                                         333,670 374,947

Depreciation                                           78,596  66,747

Amortization of debt issuance costs and debt discount     965     922

Employee benefits expense (note 14)                   274,403 268,382

14. EMPLOYEE BENEFITS EXPENSE

Employee benefits include all forms of consideration given by the Company in 
exchange for services rendered by employees.

Nine Months Ended September 30,                       2013    2012

(C$000s)                                               ($)     ($)

Salaries and short-term employee benefits          257,264 253,415

Post-employment benefits (group retirement savings   2,405   2,499
plan)

Share-based payments                                13,475  10,901

Termination benefits                                 1,259   1,567
                                                   274,403 268,382

15. CONTINGENCIES

Greek Litigation

As a result of the acquisition and amalgamation with Denison in 2004, the 
Company assumed certain legal obligations relating to Denison's Greek 
operations.

In 1998, North Aegean Petroleum Company E.P.E. ("NAPC"), a Greek subsidiary of 
a consortium in which Denison participated (and which is now a majority-owned 
subsidiary of the Company), terminated employees in Greece as a result of the 
cessation of its oil and natural gas operations in that country. Several 
groups of former employees filed claims against NAPC and the consortium 
alleging that their termination was invalid and that their severance pay was 
improperly determined.

In 1999, the largest group of plaintiffs received a ruling from the Athens 
Court of First Instance that their termination was invalid and that salaries 
in arrears amounting to approximately $9,541 (6,846 euros) plus interest were 
due to the former employees. This decision was appealed to the Athens Court of 
Appeal, which allowed the appeal in 2001 and annulled the above-mentioned 
decision of the Athens Court of First Instance. The said group of former 
employees filed an appeal with the Supreme Court of Greece, which was heard on 
May 29, 2007. The Supreme Court of Greece allowed the appeal and sent the 
matter back to the Athens Court of Appeal for the consideration of the quantum 
of awardable salaries in arrears. On June 3, 2008, the Athens Court of Appeal 
rejected NAPC's appeal and reinstated the award of the Athens Court of First 
Instance, which decision was further appealed to the Supreme Court of Greece. 
The matter was heard on April 20, 2010 and a decision rejecting such appeal 
was rendered in June 2010. NAPC and the Company are assessing available rights 
of appeal to any other levels of court in any jurisdiction where such an 
appeal is warranted.

Several other smaller groups of former employees have filed similar claims in 
various courts in Greece. One of these cases was heard by the Athens Court of 
First Instance on January 18, 2007. By judgment rendered November 23, 2007, 
the plaintiff's allegations were partially accepted, and the plaintiff was 
awarded compensation for additional work of approximately $49 (35 euros), plus 
interest. The appeal of this decision was heard on June 2, 2009, at which time 
an additional claim by the plaintiff was also heard. A decision in respect of 
the hearing has been rendered which accepted NAPC's appeal of the initial 
claim and partially accepted the additional claim of the plaintiff, resulting 
in an award of approximately $15 (11 euros), plus interest.

Another one of the lawsuits seeking salaries in arrears of $178 (128 euros) 
plus interest was heard by the Supreme Court of Greece on November 6, 2007, at 
which date the appeal of the plaintiffs was denied for technical reasons due 
to improper service. A rehearing of this appeal was heard on September 21, 
2010 and the decision rendered declared once again the appeal inadmissible due 
to technical reasons. The remaining action, which is seeking salaries in 
arrears of approximately $612 (439 euros) plus interest, was scheduled to be 
heard before the Athens Court of First Instance on October 1, 2009, but has 
been postponed a total of four times, including the most recent postponement 
on February 22, 2013. No new date has been set yet for the postponed hearing.

The maximum aggregate interest payable under the claims noted above amounted 
to $16,901 (12,127 euros) as at September 30, 2013.

Management is of the view that it is improbable there will be an outflow of 
economic resources from the Company to settle these claims. Consequently, no 
provision has been recorded in these consolidated financial statements.

U.S. Litigation

A class and collective action complaint was filed against the Company in 
September 2012 in the United States District Court for the Western District of 
Pennsylvania. The complaint alleges failure to pay U.S. employees the correct 
amount of overtime pay required by the Fair Labor Standards Act (FLSA) and 
under the Pennsylvania Minimum Wage Act. In May 2013, the plaintiffs amended 
their complaint adding a Colorado wage-hour claim. In June 2013, the parties 
filed a joint stipulation for conditional class action certification of the 
FLSA collective action with certain current and former employees as the 
defined class. The notice to opt-in to the class was mailed to 1,204 current 
and former employees in September 2013. The opt-in period expires on November 
15, 2013. Shortly after the class opt-in expiry, the parties must file a joint 
discovery plan.

The Company has filed answers to each complaint in a timely fashion and 
believes it has defences to each claim. At this time no motion for final class 
certification as to the FLSA claim or motion for certification of the 
Pennsylvania or Colorado state law claims has been filed. Thus no FLSA, 
Pennsylvania or Colorado class has been certified, and neither the scope nor 
size of any potential class on any of these claims is known. Plaintiffs have 
not alleged an amount of damages and at this time it is not possible to 
predict the amount of any potential recovery. Given the early stage of the 
proceedings, the uncertainty regarding the potential class size and the 
existence of available defenses, no provision has been recorded in the 
Company's financial statements in respect of these claims as the direction and 
financial consequences of the complaint cannot be determined at this time. The 
Company does not have insurance coverage for these claims.

16. SEGMENTED INFORMATION

The Company's activities are conducted in four geographic segments: Canada, 
the United States, Russia and Latin America. All activities are related to 
hydraulic fracturing, coiled tubing, cementing and other well completion 
services for the oil and natural gas industry.

The business segments presented reflect the Company's management structure and 
the way its management reviews business performance. The Company evaluates the 
performance of its operating segments primarily based on operating income, as 
defined below.
                         United           Latin                       
                 Canada  States  Russia America Corporate Consolidated

(C$000s)            ($)     ($)     ($)     ($)       ($)          ($)

Three Months Ended September                                          
30, 2013

Revenue         167,707 153,650  42,913  24,392         -      388,662

Operating        28,750  31,315   5,347   (499)  (13,230)       51,683
income (loss)(
(1))

Segmented       690,270 604,552 143,051 158,840         -    1,596,713
assets

Capital          16,866   7,455   1,486   8,876         -       34,683
expenditures

Goodwill          7,236   2,308     979       -         -       10,523

Three Months Ended                                                    
September 30, 2012

Revenue         200,763 158,473  31,228  27,378         -      417,842

Operating        56,371  22,674   3,495   1,990  (13,926)       70,604
income (loss)(
(1))

Segmented       727,781 590,146 123,185  91,436         -    1,532,548
assets

Capital          22,184  39,256   1,610     912         -       63,962
expenditures

Goodwill          7,236   2,308     979       -         -       10,523

Nine Months Ended                                                     
September 30, 2013

Revenue         480,002 426,935 117,379  76,444         -    1,100,760

Operating        86,697  74,529  10,694   (313)  (40,947)      130,660
income (loss)(
(1))

Segmented       690,270 604,552 143,051 158,840         -    1,596,713
assets

Capital          62,273  39,613   8,450  14,954         -      125,290
expenditures

Goodwill          7,236   2,308     979       -         -       10,523

Nine Months Ended                                                     
September 30, 2012

Revenue         531,306 528,508  88,569  79,346         -    1,227,729

Operating       139,533  99,641   6,820   5,738  (37,937)      213,795
income (loss)(
(1))

Segmented       727,781 590,146 123,185  91,436         -    1,532,548
assets

Capital         102,686 111,978   3,719   4,940         -      223,323
expenditures

Goodwill          7,236   2,308     979       -         -       10,523


       Operating income (loss) is defined as net income (loss)
((1))      before depreciation, interest, foreign exchange gains or 


           losses, gains or losses on disposal of property, plant and
           equipment, and income taxes.
                                                         
                             Three Months Ended Nine Months Ended Sept
                             Sept 30,                              30,
                               2013        2012    2013           2012

(C$000s)                                                              

Net income (loss)             5,733      26,655  14,982         85,380

Add back (deduct):                                                    
             Depreciation    27,811      22,406  78,596         66,747
             Interest        10,064       9,504  28,552         27,421
             Foreign          4,993       (358)   2,700        (4,442)
             exchange losses
             (gains)
             (Gain) loss on   (172)          88   (306)            632
             disposal of
             property, plant
             and equipment
             Income taxes     3,254      12,309   6,136         38,057

Operating income             51,683      70,604 130,660        213,795

Operating income does not have any standardized meaning under IFRS and may not 
be comparable to similar measures used by other companies.

The following table sets forth consolidated revenue by service line:
              Three Months Ended Sept 30, Nine Months Ended Sept 30,
                 2013                2012      2013             2012

(C$000s)                                                            

Fracturing    352,925             376,030 1,000,566        1,104,690

Coiled tubing  19,469              28,579    50,576           80,577

Cementing      13,844               7,865    38,121           24,568

Other           2,424               5,368    11,497           17,894
              388,662             417,842 1,100,760        1,227,729

17. SEASONALITY OF OPERATIONS

The Company's Canadian and United States businesses are seasonal in nature. 
The lowest activity levels in these areas are typically experienced during the 
second quarter of the year when road weight restrictions are in place and 
access to wellsites in Canada and North Dakota is reduced.

18. DIVIDEND REINVESTMENT PLAN

The Company has a Dividend Reinvestment Plan (DRIP) that allows shareholders 
to direct cash dividends paid on all or a portion of their common shares to be 
reinvested in additional common shares that are issued at 95 percent of the 
volume-weighted average price of the common shares traded on the Toronto Stock 
Exchange during the last five trading days preceding the relevant dividend 
payment date.

A dividend of $0.25 per common share was declared on June 14, 2013 and paid on 
July 15, 2013. Of the total dividend of $11,472, $3,313 was reinvested under 
the DRIP into 111,594 common shares of the Company.

A dividend of $0.25 per common share was declared on February 26, 2013 and 
paid on April 15, 2013. Of the total dividend of $11,375, $3,108 was 
reinvested under the DRIP into 125,024 common shares of the Company.

A dividend of $0.10 per common share was declared on December 8, 2011 and paid 
on January 31, 2012. Of the total dividend of $4,376, $1,771 was reinvested 
under the DRIP into 71,189 common shares of the Company.

A dividend of $0.25 per common share ($11,531) was declared on September 17, 
2013, to be paid on October 15, 2013.

19. SUBSEQUENT EVENTS

On October 1, 2013, the Company completed the acquisition of all of the 
operating assets of Mission Well Services, LLC, a privately-held hydraulic 
fracturing and coiled tubing services provider located in San Antonio, Texas 
operating in the Eagle Ford shale play of Texas. This acquisition provides the 
Company with modern fracturing and coiled tubing equipment and an entry into 
the Texas market. Under the terms of the purchase agreement, the total 
purchase price was approximately US$145.7 million, excluding transaction 
costs, which included certain working capital associated with the ongoing 
operations of the business. The purchase price accounting for this transaction 
had not yet been finalized at the time these financial statements were 
authorized for issuance.

On October 8, 2013, the Company closed a private offering of US$150.0 million 
aggregate principal of its 7.50 percent senior notes yielding net proceeds of 
US$149.4 million after applicable discount. Fixed interest on the notes is 
payable semi-annually on June 1 and December 1 of each year. The notes will 
mature on December 1, 2020. The net proceeds from this offering were used to 
finance the Mission asset acquisition.





SOURCE  Calfrac Well Services Ltd. 
Douglas R. Ramsay Chief Executive Officer Telephone: 403-266-6000 Fax: 
403-266-7381  Tom J. Medvedic Senior Vice President, Corporate Development & 
Interim Chief Financial Officer Telephone: 403-266-6000 Fax: 403-266-7381 
To view this news release in HTML formatting, please use the following URL: 
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CO: Calfrac Well Services Ltd.
ST: Alberta
NI: OIL ERN  
-0- Nov/06/2013 11:00 GMT