PATTERSON UTI ENERGY INC
For the period ended Dec 31, 2024. Filed Feb 11, 2025.
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FY2024 · Filed Feb 11, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Page No. | ||
|---|---|---|
| PART I | ||
| ITEM 1. | Business | 3 |
| ITEM 1A. | Risk Factors | 12 |
| ITEM 1B. | Unresolved Staff Comments | 29 |
| ITEM 1C. | Cybersecurity | 29 |
| ITEM 2. | Properties | 30 |
| ITEM 3. | Legal Proceedings | 31 |
| ITEM 4. | Mine Safety Disclosures | 31 |
| PART II | ||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32 |
| ITEM 6. | RESERVED | 33 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 50 |
| ITEM 8. | Financial Statements and Supplementary Data | 50 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 50 |
| ITEM 9A. | Controls and Procedures | 50 |
| ITEM 9B. | Other Information | 51 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 51 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 52 |
| ITEM 11. | Executive Compensation | 52 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 52 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 52 |
| ITEM 14. | Principal Accounting Fees and Services | 52 |
| PART IV | ||
| ITEM 15. | Exhibits and Financial Statement Schedule | 53 |
| SIGNATURES | S-2 | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Report”) and other public filings, press releases and presentations by us contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. As used in this Report, “we,” “us,” “our,” “ours” and like terms refer collectively to Patterson-UTI Energy, Inc. and its consolidated subsidiaries. Patterson-UTI Energy, Inc. conducts its operations through its wholly-owned subsidiaries and has no employees or independent business operations. These forward-looking statements involve risk and uncertainty. These forward-looking statements include, without limitation, statements relating to: liquidity; revenue, cost and margin expectations and backlog; financing of operations; oil and natural gas prices; rig counts and frac spreads; source and sufficiency of funds required for building new equipment, upgrading existing equipment and acquisitions (if opportunities arise); demand and pricing for our services; competition; equipment availability; government regulation; legal proceedings; debt service obligations; impact of inflation and economic downturns; and other matters. Our forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often use words such as “anticipate,” “believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “pursue,” “should,” “strategy,” “target,” or “will,” or the negative thereof and other words and expressions of similar meaning. The forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from actual future results expressed or implied by the forward-looking statements. These risks and uncertainties also include those set forth under “Risk Factors” contained in Item 1A of this Report and in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Report and other sections of our filings with the United States Securities and Exchange Commission (the “SEC”) under the Exchange Act and the Securities Act, as well as, among others, risks and uncertainties relating to:
adverse oil and natural gas industry conditions, including the impact of commodity price volatility on industry outlook;
global economic conditions, including inflationary pressures and risks of economic downturns or recessions in the United States and elsewhere;
volatility in customer spending and in oil and natural gas prices that could adversely affect demand for our services and their associated effect on rates;
excess supply of drilling and completions equipment, including as a result of reactivation, improvement or construction;
competition and demand for our services;
the impact of the ongoing Ukraine/Russia and Middle East conflicts and instability in other international regions;
strength and financial resources of competitors;
utilization, margins and planned capital expenditures;
ability to obtain insurance coverage on commercially reasonable terms and liabilities from operational risks for which we do not have and receive full indemnification or insurance;
operating hazards attendant to the oil and natural gas business;
failure by customers to pay or satisfy their contractual obligations (particularly with respect to fixed-term contracts);
the ability to realize backlog;
specialization of methods, equipment and services and new technologies, including the ability to develop and obtain satisfactory returns from new technologyand the risk of obsolescence of existing technologies;
the ability to attract and retain management and field personnel;
loss of key customers;
shortages, delays in delivery, and interruptions in supply, of equipment and materials;
cybersecurity events;
difficulty in building and deploying new equipment;
complications with the design or implementation of our new enterprise resource planning system;
governmental regulation, including climate legislation, regulation and other related risks;
environmental, social and governance practices, including the perception thereof;
environmental risks and ability to satisfy future environmental costs;
technology-related disputes;
legal proceedings and actions by governmental or other regulatory agencies;
changes to tax, tariff and import/export regulations and sanctions by the United States or other countries;
the ability to effectively identify and enter new markets or pursue strategic acquisitions;
public health crises, pandemics and epidemics;
weather;
operating costs;
expansion and development trends of the oil and natural gas industry;
financial flexibility, including availability of capital and the ability to repay indebtedness when due;
adverse credit and equity market conditions;
our return of capital to stockholders, including timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases;
stock price volatility;
compliance with covenants under our debt agreements; and
other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC.
We caution that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained elsewhere in this Report and may be contained in our future filings with the SEC. You are cautioned not to place undue reliance on any of our forward-looking statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise. In the event that we update any forward-looking statement, no inference should be made that we will make additional updates with respect to that statement, related matters or any other forward-looking statements. All subsequent written and oral forward-looking statements concerning us or other matters and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.