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): June 28, 2016

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.
June 28, 2016	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

J.P. Morgan

Inaugural Energy Equity Investor Conference

June 28, 2016

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.

The Red Circular Rig Logo, the Universal Logo, and the terms PATTERSON UTI, and APEX

are registered trademarks of Patterson–UTI Energy, Inc.

2

Contract Drilling

•

High quality fleet of land drilling rigs

including 161 APEX

®

rigs

•

Leader in walking rig technology for

pad drilling applications

•

Large footprint across North

American drilling markets

Pressure

Pumping

36%

Oil &

Natural

Gas

1%

Contract

Drilling

63%

Components of Revenue

Patterson-UTI reported results for the three months ended March 31, 2016

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

36%

Oil &

Natural

Gas

1%

Contract

Drilling

63%

Components of Revenue

Patterson-UTI reported results for the three months ended March 31, 2016

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 June 15, 2016

Patterson-UTI U.S. Rig Count vs. U.S. Drilling Staff Size

Rig Count

Drilling Staff Size

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

128

30

3

APEX

®

Rig Fleet by Drawworks Horsepower

1500hp

1000hp

2000hp

8

161

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 three months ended March 31, 2016.

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

•

53 APEX-XK 1500

®

and four APEX-

XK 1000

®

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

12 Rigs

Large Geographic Footprint

PTEN’s Active Rig Count by Region

as of June 22, 2016

Appalachia 

18 Rigs

East Texas

5 Rigs

Mid-Continent

6 Rigs

Rockies

3 Rigs

South Texas

4 Rigs

North Dakota

6 Rigs

13

Canada

1 Rig

http://patenergy.com/

Pressure Pumping

Modern Pumping Equipment

< 5 Years

69%

5 -

10 Years

26%

>10 Years

5%

Frac Horsepower by Age

4

Years

Average Age

15

Modern Pumping Equipment

Quintuplex

80%

Modern

Triplex

14%

Legacy

Triplex

6%

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:

35%

65%

Frac Horsepower

Fracturing horsepower: 663,800

Other horsepower: 32,165

Fracturing horsepower: 353,800

Other horsepower: 55,400

Market Focus Provides Economies of Scale

Pressure Pumping Areas

Horsepower distribution as of March 31, 2016

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

$744

$170

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016E

Year End

Capital Expenditures and Acquisitions

($ in millions)

2016 Capital expenditure forecast as of April 28, 2016

Strong Financial Position

$300

$300

$245

$2,489

Capital Structure

($ in Millions)

25%

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 March 31, 2016.  Total debt balance of $845 million includes $3.5 million of

debt issuance costs.  The $245 million of bank term loans includes quarterly principal payments totaling $54

million during the remainder of 2016.  Principal payments in 2017 include two quarterly payments totaling $47

million and payments at the maturity date of $144 million.

Total Liquidity

$500

$187

$ in Millions

Line of Credit Availability

Cash

24

•

$187 million cash

•

$500 million revolver availability

•

Of $845 million debt

–

$245 million matures September 2017

–

$300 million matures October 2020

–

$300 million matures June 2022

* Debt and equity balances as of March 31, 2016.  Total debt balance of $845 million includes $3.5 million of

debt issuance costs.  The $245 million of bank term loans includes quarterly principal payments totaling $54

million during the remainder of 2016.  Principal payments in 2017 include two quarterly payments totaling $47

million and payments at the maturity date of $144 million.

Why Invest in Patterson-UTI Energy?

•

High Quality Assets

–

161 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

J.P. Morgan

Inaugural Energy Equity Investor Conference

June 28, 2016

Additional

References

Three Months Ended

March 31,

Three Months Ended

December 31,

2016

2015

2015

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

(Adjusted EBITDA)(1):

Net income (loss)

$

(70,503)

$

9,125

$

(58,658)

Income tax expense (benefit)

(35,430)

6,720

(27,511)

Net interest expense

10,690

8,258

9,391

Depreciation, depletion, amortization and impairment

176,770

175,382

175,302

Impairment

of

goodwill

-

-

-

Adjusted EBITDA

$

81,527

$

199,485

$

98,524

Total revenue

$

268,939

$

657,699

$

338,566

Adjusted EBITDA margin (Adjusted EBITDA / Total Revenue)

30.3%

30.3%

29.1%

Adjusted EBITDA by operating segment:

Contract drilling

$

86,003

$

187,230

$

95,681

Pressure pumping

5,611

31,903

10,904

Oil and natural gas

1,877

3,702

1,184

Corporate and other

(11,964)

(23,350)

(9,245)

Consolidated Adjusted EBITDA

$

81,527

$

199,485

$

98,524

(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