8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 8, 2015

Patterson-UTI Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-22664	75-2504748
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
450 Gears Road, Suite 500, Houston, Texas		77067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 281-765-7100

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01 Regulation FD Disclosure.

Patterson-UTI Energy, Inc. will deliver an investor presentation that includes the slides attached as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Investor presentation slides.

SIGNATURES

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

	Patterson-UTI Energy, Inc.
September 8, 2015	By:	/s/ John E. Vollmer III
		Name: John E. Vollmer III
		Title: Senior Vice President - Corporate Development, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Investor presentation slides.

EX-99.1

Barclays

CEO Energy-Power Conference

September 8-10, 2015

Exhibit 99.1

Forward Looking Statements

This material and any oral statements made in connection with this material

include "forward-looking statements" within the meaning of the Securities Act of

1933 and the Securities Exchange Act of 1934.  Statements made which provide

the Company’s or management’s intentions, beliefs, expectations or predictions for

the future are forward-looking statements and are inherently uncertain. The

opinions, forecasts, projections or other statements other than statements of

historical fact, including, without limitation, plans and objectives of management of

the Company are forward-looking statements.  It is important to note that actual

results could differ materially from those discussed in such forward-looking

statements.  Important factors that could cause actual results to differ materially

include the risk factors and other cautionary statements contained from time to

time in the Company’s SEC filings, which may be obtained by contacting the

Company or the SEC. These filings are also available through the Company’s web

site at http://www.patenergy.com

or through the SEC’s Electronic Data Gathering

and

Analysis

Retrieval

System

(EDGAR)

at

http://www.sec.gov.

We

undertake

no

obligation to publicly update or revise any forward-looking statement.  Statements

made in this presentation include non-GAAP financial measures.  The required

reconciliation to GAAP financial measures are included on our website and/or at

the end of this presentation.

2

Contract Drilling

•

High quality fleet of land drilling rigs

including 159 APEX

®

rigs

•

Leader in walking rig technology for

pad drilling applications

•

Large footprint across North

American drilling markets

Pressure

Pumping

38%

Oil &

Natural

Gas

1%

Contract

Drilling

61%

Components of Revenue

Patterson-UTI reported results for the six months ended June 30, 2015

3

Pressure Pumping

•

High quality fleet of modern pressure

pumping equipment

•

Strong reputation for regional

knowledge and efficient operations

•

Concentrated footprint provides

economies of scale

4

Pressure

Pumping

38%

Oil &

Natural

Gas

1%

Contract

Drilling

61%

Components of Revenue

Patterson-UTI reported results for the six months ended June 30, 2015

Scaling The Business

Scaling our business effectively is key to our success…

…both in upturns and downturns

5

Patterson-UTI U.S. rig count and U.S. drilling staff size through August 21, 2015

Managing Supply Chain

6

•

Sourcing and Supply Security

–

Negotiated critical cost elements for

both Drilling and Pressure Pumping

–

Solidified availability of strategic

commodities

•

Reduced Costs in 2015

–

Sand

costs

down

25%

-

35%

–

Sand

hauling

costs

down

25%

-

35%

–

Pump

parts

costs

down

15%

-

20%

–

Chemical costs down as much as 40%

Contract Drilling

High Quality Drilling Rigs

126

30

3

APEX

®

Rig Fleet by Drawworks Horsepower

1500hp

1000hp

2000hp

8

159

APEX

®

Rigs

Majority of Adjusted EBITDA

from APEX

®

Rigs

APEX

®

Other

Electric

Mechanical

Adjusted EBITDA Contribution by Rig Class

*Adjusted EBITDA contribution by rig class excluding early termination revenues for the six months ended June 30, 2015.

9

The APEX-XK

®

•

Enhanced X-Y mobility

–

Walk with full set-back of pipe in mast

–

More efficient rig up / rig down

–

Walking times average 45 minutes for

10’ –

15’ well spacing

•

Advanced environmental spill control

integrated into drilling floor

•

Reduced number of truck loads for

rig moves

•

51 APEX-XK

®

rigs in fleet

http://patenergy.com/drilling/technology

10

APEX-XK

®

Integrated Walking System

11

APEX-XK

®

Rig Walking on Pad

12

http://patenergy.com/drilling/technology/apexwalk/

Video of APEX-XK

®

Rig

12

West Texas

23 Rigs

Large Geographic Footprint

PTEN’s Active Rig Count by Region

as of August 31, 2015

Appalachia 

17 Rigs

East Texas

15 Rigs

Mid-Continent

9 Rigs

Mid-Continent

9 Rigs

Rockies

9 Rigs

South Texas

16 Rigs

North Dakota

13 Rigs

13

Canada

4 Rigs

http://patenergy.com/

Pressure Pumping

Modern Pumping Equipment

< 5 Years

71%

5 -

10 Years

25%

>10 Years

4%

Frac Horsepower by Age

4

Years

Average Age

15

Modern Pumping Equipment

Quintuplex

80%

Modern

Triplex

16%

Legacy

Triplex

4%

Frac Horsepower by Pump Type

1Million

Horsepower

16

Modern triplex pumps defined as being placed in service within the last seven years.

Southwest Region:

Northeast Region:

34%

66%

Frac Horsepower

Fracturing horsepower: 663,800

Other horsepower: 32,165

Fracturing horsepower: 343,800

Other horsepower: 55,400

Market Concentration Provides Economies of Scale

Pressure Pumping Areas

Horsepower distribution as of June 30, 2015

17

Technology Focused

PropLogic™ Sand Management System

18

•

Fully enclosed well-site sand

management system

•

More accurate than conventional

sand trailers/bins

•

More efficient use of proppant

as

less sand is wasted

Technology Focused

PowderStim

®

Dry Friction Reducer

19

•

System hydrates powder form of

friction reducer directly into the

fluid stream

•

Logistically safer and more

efficient compared to liquefied

friction reducers

•

Successful with both fresh water

and heavy brines

•

More cost effective by utilizing

produced water

Technology Focused

Comprehensive Lab Services

20

•

Ability to test vendors’ chemicals

enhances quality controls

•

Unique in-house friction flow loop

test assembly for faster test

results

•

In-house lab services are faster

and more cost efficient than

outsourcing

Strong

Financial Position

Investing in Our Company

22

$598

$637

$445

$453

$976

$1,012

$974

$662

$1,229

$710

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015E

Year End

Capital Expenditures and Acquisitions

($ in millions)

2015 Capital expenditure forecast as of July 23, 2015

Strong Financial Position

$300

$300

$273

$2,868

Capital Structure

($ in Millions)

23%

Debt/

Total Cap

Stockholder’s

Equity

4.97% Series A notes

Due October 5, 2020

4.27% Series B notes

Due June 14, 2022

Bank Term Loans

Maturing September 27, 2017

23

* Debt and equity balances as of June 30, 2015.  $272.5 million of bank term loan includes quarterly payments

totaling $17.5 million for the remainder of 2015 and $63.8 million in total for 2016.

Total Liquidity

$500

$77

$ in Millions

Line of Credit Availability

Cash

24

* Cash and debt balances as of June 30, 2015.  $272.5 million of bank term loan includes quarterly payments

totaling $17.5 million for the remainder of 2015 and $63.8 million in total for 2016.

•

$76.5 million cash

•

$500 million revolver availability

•

Of $872.5 million debt

–

$272.5 million matures September 2017

–

$300 million matures October 2020

–

$300 million matures June 2022

Why Invest in Patterson-UTI Energy?

•

High Quality Assets

–

159 APEX

®

rigs comprised primarily of

1500 horsepower and pad capable rigs

–

Creating value through focus on well

site execution

•

Technology leader

–

Leader in walking rigs for pad drilling

–

Innovator in deploying latest

technologies for pressure pumping

•

Financially flexible

–

Strong balance sheet

–

History of share buybacks

–

Dividends

–

Scalable business structure

25

Barclays

CEO Energy-Power Conference

September 8-10, 2015

Additional

References

Three Months Ended

June 30,

Six Months Ended

June 30,

2015

2014

2015

2014

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

(Adjusted EBITDA)(1):

Net income (loss)

$

(18,975)

$

54,283

$

(9,850)

$

89,105

Income tax expense (benefit)

(14,720)

25,905

(8,000)

42,847

Net interest expense

8,931

7,041

17,189

14,053

Depreciation, depletion, amortization and impairment

181,924

153,426

357,306

300,748

Adjusted EBITDA

$

157,160

$

240,655

$

356,645

$

446,753

Total revenue

$

472,761

$

757,276

$1,130,460

$1,435,444

Adjusted EBITDA margin

33.2%

31.8%

31.5%

31.1%

Adjusted EBITDA by operating segment:

Contract drilling

$

133,053

$

181,674

$

308,023

$

354,870

Pressure pumping

29,517

59,533

61,420

95,118

Oil and natural gas

5,037

9,244

8,739

17,974

Corporate and other

(10,447)

(9,796)

(21,537)

(21,209)

Consolidated Adjusted EBITDA

$

157,160

$

240,655

$

356,645

$

446,753

(1)

The company makes use of financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) to help in the

assessment of ongoing operating performance. These non-GAAP financial measures are reconciled to their most directly comparable GAAP measures in the tables

above. We define Adjusted EBITDA as net income plus net interest expense, income tax expense and depreciation, depletion, amortization and impairment expense.

We present Adjusted EBITDA because we believe it provides additional information with respect to both the performance of our fundamental business activities and

our ability to meet our capital expenditures and working capital requirements.

Adjusted EBITDA is not defined by GAAP and, as such, should not be construed as an

alternative to net income (loss) or operating cash flow. We define margin as revenues less direct operating costs.

We present margin because we believe it to be the

component of our earnings most impacted by the variability in our contract drilling and pressure pumping operations. Margin is not defined by GAAP and, as such,

should not be construed as an alternative to net income (loss).

PATTERSON-UTI ENERGY, INC.

Non-GAAP Financial Measures (Unaudited)

(dollars in thousands)

Non-GAAP Financial Measures

28

Non-GAAP Financial Measures

2014

2013

2012

2011

2010

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

(Adjusted EBITDA)(1):

Net income (loss)

$

162,664

$

188,009

$

299,477

$

322,413

$

116,942

Income tax expense (benefit)

91,619

108,432

176,196

187,938

72,856

Net interest expense (income)

28,846

27,441

22,196

15,465

11,098

Depreciation, depletion, amortization and impairment

718,730

597,469

526,614

437,279

333,493

Net

impact of discontinued operations

-

-

-

(209)

1,778

Adjusted EBITDA

$

1,001,859

$

921,351

$

1,024,483

$

962,886

$

536,167

Total revenue

$

3,182,291

$

2,716,034

$

2,723,414

$

2,565,943

$

1,462,931

Adjusted EBITDA margin

31.5%

33.9%

37.6%

37.5%

36.7%

(1) The company makes use of financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) to help in the assessment of

ongoing operating performance. These non-GAAP financial measures are reconciled to their most directly comparable GAAP measures in the tables above. We define Adjusted

EBITDA as net income plus net interest expense, income tax expense and depreciation, depletion, amortization and impairment expense. We present Adjusted EBITDA because

we believe it provides additional information with respect to both the performance of our fundamental business activities and

our ability to meet our capital expenditures and

working capital requirements.

Adjusted EBITDA is not defined by GAAP and, as such, should not be construed as an alternative to

net income (loss) or operating cash flow. We

define margin as revenues less direct operating costs.

We present margin because we believe it to be the component of our earnings most impacted by the variability in our

contract drilling and pressure pumping operations. Margin is not defined by GAAP and, as such, should not be construed as an alternative to net income (loss).

PATTERSON-UTI ENERGY, INC.

Non-GAAP Financial Measures (Unaudited)

(dollars in thousands)

29