SD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
washington, d.c. 20549

FORM SD

Specialized Disclosure Report

RPC, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8726	58-1550825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329

(Full mailing address of principal executive offices)
 

James C. Landers	(404) 321-2140
(Name and telephone number, including area code, of the person in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which the form is being filed, and provide the period to which this form is being filed:

x Rule 13p-1 under the Securities Exchange Act (17CFR 240.13p-1) for the reporting period from January 1 to December 31, 2019

Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

This Specialized Disclosure Form (Form SD) of RPC, Inc. and its subsidiaries (“RPC” or “the Company”) is filed pursuant to Rule 13p-1 (“the Rule”) of the Securities Exchange Act of 1934, as amended. The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products where the minerals specified in the Rule are necessary to the functionality or production of those products. Additional information is required where the Company has reason to believe that the minerals originated in the Democratic Republic of the Congo (“DRC”) and certain adjoining countries (collectively, the “Covered Countries”). The specified minerals are gold, columbite-tantalite (coltan), cassiterite, and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (collectively, the “Conflict Minerals”).

In accordance with the Rule the Company evaluated its products and determined that during calendar year 2019 certain products it manufactured or contracted to manufacture contain tungsten. As required by the Rule, the Company conducted a good faith reasonable country of origin inquiry regarding the Conflict Minerals by doing a survey of the suppliers of products that contained Conflict Minerals, using the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative Conflict Minerals Reporting Template (“EICC/GeSI Template”). The EICC/GeSI Template is designed to confirm the use of Conflict Minerals in the covered products, to identify the source of the Conflict Minerals, and to determine whether any of the Conflict Minerals originated in the Covered Countries or from recycled or scrap sources.

Conflict Minerals Disclosure

The Company’s Conflict Minerals Report is filed as an exhibit herewith and is available on the Company’s website at www.rpc.net under the Governance section.

Item 1.02 Exhibit

Conflict Minerals Report required by Item 1.01 is filed as an exhibit to this Form SD.

Section 2 – Exhibits

Item 2.01 Exhibits

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

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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 duly authorized undersigned.

RPC, Inc.
(Registrant)
/s/ Ben M. Palmer	May 29, 2020
Ben M. Palmer Vice President, Chief Financial Officer and Corporate Secretary	(Date)

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EX-1.01

 

EXHIBIT 1.01

CONFLICT MINERALS REPORT

This report has not been subject to an independent private sector audit.

(1) Company Overview

RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services and equipment primarily to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties.

(2) Conflict minerals and Covered Countries

“Conflict Minerals” or “3TG” are gold, columbite-tantalite (coltan), cassiterite, wolframite or their derivatives, which are limited to tantalum, tin, and tungsten. “Covered Countries” are the Democratic Republic of the Congo (DRC) and certain adjoining countries.

(3) Reasonable Country of Origin Inquiry (“RCOI”) and Nationally or internationally recognized due diligence framework

RPC does not purchase raw ore or unrefined Conflict Minerals directly from mines, smelters or refiners and makes no direct purchases of any minerals in the Covered Countries. The Company’s supply chain with respect to the products that use Conflict Minerals is complex, with intermediaries and third parties in the supply chain between the manufacture of products and the original sources of Conflict Minerals. The Company must therefore rely on its suppliers to provide information on the origin of the 3TG contained in components and materials supplied, including sources of 3TG that are supplied to them from their suppliers (i.e., second-tier suppliers). The Company surveyed 100 percent of its direct suppliers of raw materials and components. This risk-based approach is consistent in all material aspects with the framework in the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related Supplements on gold and tin, tantalum and tungsten.

(4) Due Diligence

The Company conducted the following due diligence measures:

· Identified those products which it manufactured or contracted to manufacture that contained one or more of the Conflict Minerals or its derivatives and determined that four of the products it sells contain tungsten.

· RPC conducted a survey of the direct suppliers that were identified as supplying products that contain Conflict Minerals. We used the Conflict Minerals Reporting Template (“CMRT”) published by the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative (“EICC/GeSI”) Conflict Free Sourcing Initiative (“CFSI”). CMRT maintains a list of smelters that have received a conflict free designation from the CFSI. All smelter information provided by the vendors was compared against the list maintained by CMRT.

(5) Results of Due Diligence

The Company received responses from 100 percent of the suppliers surveyed and the results are as follows:

· 45 percent confirmed that 3TG used in their products is not from the Covered Countries and listed smelters that were on the CFSI list.

· 22 percent confirmed that 3TG used in their products are from recycled or scrap sources.

· 33 percent confirmed that 3TG used in their products is not from the Covered Countries but did not provide a list of the smelters from which the minerals are sourced or listed smelters that did were not on the CFSI list.

Some of the challenges that we encountered when we obtained the responses were as follows:

· We depend on information received from our direct suppliers to conduct our good faith RCOI process.

· We have a varied supplier base with differing levels of resources and sophistication, and many of the suppliers are not subject to Rule 13p-1 of the Exchange Act.

· Certain suppliers were unable or unwilling to specify the smelters or refiners used for components and materials supplied to us.

(6) Steps to be taken to mitigate risk

· We will continue to improve our due diligence measures and clearly communicate expectations to our direct suppliers concerning transparency and sourcing of materials and components containing Conflict Minerals.

· The Company will continue to use CMRT as part of the supplier inquiry process for 2020.

(7) Product Description

The products that the Company contracts to have manufactured which contain Conflict Minerals are described below:

Product Description	Processing Facility	Country of Origin	Efforts to Determine Origin
Mills used to grind or cut and remove metal, composites or other materials in downhole oilfield completion and workover activities Motors used to perform services or convey tools in downhole oilfield completion activities Tools used to create perforations in well casing to prepare a well for hydraulic fracturing operations Hydraulically actuated rotary impact tools which move casing sleeves and clean out debris during oilfield completion operations	A partial list of the facilities used in the these products that are contracted to be manufactured and have a “conflict free” designation on the CFSI list is shown below: ·   A.L.M.T. Corp. ·   ATI Metalworking Products ·   Changsha South Tantalum Niobium Co. Ltd. ·   Chenzhou Diamond Tungsten Products Co. Ltd. ·   Chongyi Zhangyuan Tungsten Co. Ltd. ·   CV Tiga Sekawan ·   Exotech Inc. ·   Fujian Jinxin Tungsten co. Ltd. ·   F&X Electro- Materials Ltd. ·   Ganzhou Haichuang Tungsten Co., Ltd. ·   Ganzhou Huaxing Tungsten Products Co. Ltd. ·   Ganzhou Seadragon W & Mo Co Ltd ·   Global Tungsten & Powders Corp. ·   Guangdong Rising Rare Metals-EO materials Ltd. ·   H.C. Starck Co. Ltd. ·   H.C. Starck Tungsten GmbH ·   H.C. Starck Goslar ·   H.C. Starck Inc. ·   H.C. Starck Lt. ·   H.C. Starck Smelting GmbH & Co. KG ·   Hunan Chunchang Nonferrous Metals Co., Ltd. ·   Jiangxi Gan Bei Tungsten Co. Ltd. ·   JiangXi Yaosheng Tungsten Co. Ltd. ·   Jiangxi Xinsheng Tungsten Co. Ltd. ·   Jiujiang Tanbre Co. Ltd ·   Kennametal Fallon ·   Kennametal Hunstville ·   Metallurgical Products India Pvt. Ltd. ·   Metallo Belgium N.V. ·   Metallo Spain S.L.U.	Based on the Company’s due diligence efforts to date, the list of countries of origin for the relevant products is shown below: ·   Belgium ·   Brazil ·   China ·   Estonia ·   Germany ·   India ·   Indonesia ·   Japan ·   Kazakhstan ·   Russian Federation ·   Spain ·   Thailand ·   United States ·   Vietnam	The efforts to determine the origin of conflict minerals are discussed above

·   Mineracao Taboca S.A.

·   Moliren Ltd.

·   Niagara Refining LLC

·   NPM Silmet AS

·   Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC

·   Resind Industria e Comercio Ltda.

·   South-East Nonferrous Metal Company limited of Hengyang City

·   Tejing (Vietnam) Tungsten Co. Ltd.

·   Ulba Metallurgical Plan JSC

·   Vietnam Youngsun Tungsten Industry Co. Ltd

·   Wolfram Bergbau und Hutten AG

·   Tejing (Vietnam) Tungsten Co. Ltd.

·   Xiamen Tungsten Co Ltd.

·   Xinhai Rendan Shaoguan Tungsten Co. Ltd.