10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2014

Commission File No. 1-8726

RPC, INC.

(Exact name of registrant as specified in its charter)

	Delaware	58-1550825
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2801 Buford Highway, Suite 520, Atlanta, Georgia 30329

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code -- (404) 321-2140

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 24, 2014, RPC, Inc. had 218,601,969 shares of common stock outstanding.

RPC, INC. AND SUBSIDIARIES Table of Contents
Part I. Financial Information		Page No.
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets –As of September 30, 2014 and December 31, 2013	3
	Consolidated Statements of Operations – For the three months and nine months ended September 30, 2014 and 2013	4
	Consolidated Statements of Comprehensive Income – For the three months and nine months ended September 30, 2014 and 2013	5
	Consolidated Statement of Stockholders’ Equity – For the nine months ended September 30, 2014	6
	Consolidated Statements of Cash Flows – For the nine months ended September 30, 2014 and 2013	7
	Notes to Consolidated Financial Statements	8 – 17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 – 26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	26
Part II. Other Information
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults upon Senior Securities	28
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

RPC, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

(In thousands)

(Unaudited)

	September 30,			December 31,
	2014			2013
ASSETS				(Note 1)
Cash and cash equivalents	$	8,522		$	8,700
Accounts receivable, net		591,585			437,132
Inventories		153,948			126,604
Deferred income taxes		10,851			14,185
Income taxes receivable		11,081			5,720
Prepaid expenses		5,507			9,143
Other current assets		3,562			3,441
Total current assets		785,056			604,925
Property, plant and equipment, less accumulated depreciation of $1,199,595 in 2014 and $1,069,321 in 2013		775,714			726,307
Goodwill		32,150			31,861
Other assets		23,113			20,767
Total assets	$	1,616,033		$	1,383,860
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	182,123		$	119,170
Accrued payroll and related expenses		41,446			36,638
Accrued insurance expenses		5,526			6,072
Accrued state, local and other taxes		10,609			5,002
Income taxes payable		558			-
Other accrued expenses		1,214			1,170
Total current liabilities		241,476			168,052
Long-term accrued insurance expenses		10,082			10,225
Notes payable to banks		152,000			53,300
Long-term pension liabilities		22,786			21,966
Deferred income taxes		114,459			153,176
Other long-term liabilities		14,285			8,439
Total liabilities		555,088			415,158
Common stock		21,860			21,899
Capital in excess of par value		-			-
Retained earnings		1,049,636			956,918
Accumulated other comprehensive loss		(10,551	)		(10,115	)
Total stockholders’ equity		1,060,945			968,702
Total liabilities and stockholders’ equity	$	1,616,033		$	1,383,860
The accompanying notes are an integral part of these consolidated financial statements.

3

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(In thousands except per share data)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenues	$	620,684		$	491,121		$	1,705,207		$	1,374,508
Cost of revenues (exclusive of items shown below)		398,306			303,707			1,102,596			859,512
Selling, general and administrative expenses		50,814			47,096			147,125			139,621
Depreciation and amortization		57,219			53,211			169,241			158,799
Loss on disposition of assets, net		7,684			1,268			11,321			5,665
Operating profit		106,661			85,839			274,924			210,911
Interest expense		(456	)		(283	)		(842	)		(1,565	)
Interest income		4			8			14			73
Other (expense) income, net		(454	)		1,279			457			1,643
Income before income taxes		105,755			86,843			274,553			211,062
Income tax provision		40,870			33,083			106,997			81,810
Net income	$	64,885		$	53,760		$	167,556		$	129,252
Earnings per share
Basic	$	0.30		$	0.25		$	0.78		$	0.60
Diluted	$	0.30		$	0.25		$	0.77		$	0.60
Dividends per share	$	0.105		$	0.100		$	0.315		$	0.300
Weighted average shares outstanding
Basic		215,202			215,068			215,200			215,715
Diluted		216,334			216,142			216,316			216,862
The accompanying notes are an integral part of these consolidated financial statements.

4

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(In thousands)

(Unaudited)

	Three months ended September 30,					Nine months ended September 30,
	2014			2013		2014			2013
Net income	$	64,885		$	53,760	$	167,556		$	129,252
Other comprehensive income (loss):
Pension adjustment and reclassification adjustment, net of taxes		85			125		253			372
Foreign currency translation		(649	)		214		(653	)		(413	)
Unrealized gain (loss) on securities, net of taxes		(38	)		28		(36	)		(2	)
Comprehensive income	$	64,283		$	54,127	$	167,120		$	129,209

The accompanying notes are an integral part of these consolidated financial statements.

5

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

(In thousands)

(Unaudited)

	Common Stock												Accumulated Other Comprehensive Loss
							Capital in Excess of Par Value			Retained Earnings
	Shares			Amount					Total
Balance, December 31, 2013		218,986		$	21,899		$	—		$	956,918		$	(10,115	)	$	968,702
Stock issued for stock incentive plans, net		579			57			7,058			—			—			7,115
Stock purchased and retired		(963	)		(96	)		(11,436	)		(6,016	)		—			(17,548	)
Net income		—			—			—			167,556			—			167,556
Pension adjustment, net of taxes		—			—			—			—			253			253
Foreign currency translation		—			—			—			—			(653	)		(653	)
Unrealized loss on securities, net of taxes		—			—			—			—			(36	)		(36	)
Dividends declared		—			—			—			(68,822	)		—			(68,822	)
Excess tax benefits for share-based payments		—			—			4,378			—			—			4,378
Balance, September 30, 2014		218,602		$	21,860		$	—		$	1,049,636		$	(10,551	)	$	1,060,945

The accompanying notes are an integral part of these consolidated financial statements.

6

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(In thousands)

(Unaudited)

	Nine months ended September 30,
	2014			2013
OPERATING ACTIVITIES
Net income	$	167,556		$	129,252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other non-cash charges		171,382			160,706
Stock-based compensation expense		7,115			6,397
Loss on disposition of assets, net		11,321			5,665
Deferred income tax benefit		(35,508	)		(10,579	)
Excess tax benefits for share-based payments		(4,378	)		(3,157	)
(Increase) decrease in assets:
Accounts receivable		(154,687	)		(2,677	)
Income taxes receivable		(983	)		(7,697	)
Inventories		(27,746	)		12,392
Prepaid expenses		3,494			5,646
Other current assets		(180	)		1,095
Other non-current assets		(1,701	)		(585	)
Increase (decrease) in liabilities:
Accounts payable		53,170			10,924
Income taxes payable		558			(6,260	)
Accrued payroll and related expenses		4,841			1,273
Accrued insurance expenses		(546	)		(272	)
Accrued state, local and other taxes		5,607			1,536
Other accrued expenses		38			(1,502	)
Pension liabilities		1,218			2,121
Long-term accrued insurance expenses		(143	)		589
Other long-term liabilities		5,846			(1,330	)
Net cash provided by operating activities		206,274			303,537
INVESTING ACTIVITIES
Capital expenditures		(237,473	)		(159,854	)
Proceeds from sale of assets		14,980			8,578
Net cash used for investing activities		(222,493	)		(151,276	)
FINANCING ACTIVITIES
Payment of dividends		(68,822	)		(65,923	)
Borrowings from notes payable to banks		826,800			500,700
Repayments of notes payable to banks		(728,100	)		(556,300	)
Debt issue costs for notes payable to banks		(667	)		-
Excess tax benefits for share-based payments		4,378			3,157
Cash paid for common stock purchased and retired		(17,548	)		(25,121	)
Net cash provided by (used for) financing activities		16,041			(143,487	)
Net (decrease) increase in cash and cash equivalents		(178	)		8,774
Cash and cash equivalents at beginning of period		8,700			14,163
Cash and cash equivalents at end of period	$	8,522		$	22,937
Supplemental cash flows disclosure:
Interest paid, net of amounts capitalized	$	836		$	1,145
Income taxes paid, net	$	136,647		$	106,728
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$	29,495		$	19,987

The accompanying notes are an integral part of these consolidated financial statements.

7

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control.

In the opinion of management, all adjustments (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013.

A group that includes the Company’s Chairman of the Board, R. Randall Rollins, and his brother Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power.

2. REVENUES

RPC’s revenues are generated principally from providing services and the related equipment. Revenues are recognized when the services are rendered and collectability is reasonably assured. Revenues from services and equipment are based on fixed or determinable priced purchase orders or contracts with the customer and do not include the right of return. Rates for services and equipment are priced on a per day, per unit of measure, per man hour or similar basis. Sales tax charged to customers is presented on a net basis within the consolidated statement of operations and excluded from revenues.

3. RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Pronouncements:

● Accounting Standards Update 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in this ASU require that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the parent should release the cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. Sale of an investment in a foreign entity includes both: (1) events that result in the loss of a controlling financial interest in a foreign entity; and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date. The Company adopted these provisions in the first quarter of 2014 and adoption did not have a material impact on the Company’s consolidated financial statements.

8

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

● Accounting Standards Update 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in this ASU requires an unrecognized tax benefit, or a portion of thereof, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward. The only exception would be if the deferred taxes related to these items are not available to settle any additional income taxes that would result from the disallowance of a tax position either by statute or at the entity’s choosing. In such cases, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company adopted these provisions in the first quarter of 2014 and adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted:

● Accounting Standards Update No. 2014-15, Presentation of Financial Statements —Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The provisions in this ASU are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

● Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step process – (i) identifying the contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The Company plans to adopt these provisions in the first quarter of 2017 and is currently evaluating the impact of these provisions on its financial statements. Early adoption is not permitted.

9

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

● Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU require that only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 with early adoption permitted. The Company plans to adopt these provisions in the first quarter of 2015 and does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

4. EARNINGS PER SHARE

Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. The basic and diluted calculations differ as a result of the dilutive effect of stock options and time lapse restricted shares included in diluted earnings per share, but excluded from basic earnings per share. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities.

A reconciliation of weighted average shares outstanding is as follows:

	Three months ended September 30						Nine months ended September 30
(In thousands except per share data)	2014			2013			2014			2013
Net income available for stockholders:	$	64,885		$	53,760		$	167,556		$	129,252
Less: Dividends paid		(22,939	)		(21,892	)		(68,822	)		(65,923	)
Undistributed earnings	$	41,946		$	31,868		$	98,734		$	63,329
Basic shares outstanding:
Common stock		211,604			210,899			211,552			211,493
Restricted shares of common stock		3,598			4,169			3,648			4,222
		215,202			215,068			215,200			215,715
Diluted shares outstanding:
Common stock		211,604			210,899			211,552			211,493
Dilutive effect of stock based awards		1,132			1,074			1,116			1,147
		212,736			211,973			212,668			212,640
Restricted shares of common stock		3,598			4,169			3,648			4,222
		216,334			216,142			216,316			216,862

Reported basic EPS of the restricted shares of common stock under the two-class method generated the following reductions - $0.02 for the three months ended September 30, 2014 and $0.01 for the three months ended September 30, 2013; $0.06 for the nine months ended September 30, 2014 and $0.04 for the nine months ended September 30, 2013.

10

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. STOCK-BASED COMPENSATION

In April 2014, the Company reserved 8,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of 10 years expiring in April 2024. This plan provides for the issuance of various forms of stock incentives, including, among others, incentive and non-qualified stock options and restricted shares. As of September 30, 2014, all of these shares were available for grant.

Stock-based employee compensation expense was as follows for the periods indicated:

	Three months ended				Nine months ended
	September 30				September 30
(in thousands)	2014		2013		2014		2013
Pre-tax expense	$	2,398	$	2,146	$	7,115	$	6,397
After tax expense	$	1,523	$	1,363	$	4,518	$	4,062

Restricted Stock

The following is a summary of the changes in non-vested restricted shares for the nine months ended September 30, 2014:

	Shares			Weighted Average Grant-Date Fair Value
Non-vested shares at December 31, 2013		4,114,800		$	9.67
Granted		657,375			18.84
Vested		(1,106,250	)		7.19
Forfeited		(78,325	)		10.28
Non-vested shares at September 30, 2014		3,587,600		$	12.04

The total fair value of shares vested during the nine months ended September 30, 2014 was $20,634,000 and during the nine months ended September 30, 2013 was $15,471,000. Tax benefits for compensation tax deductions in excess of compensation expense for restricted shares totaled $4,378,000 for the nine months ended September 30, 2014 and $3,157,000 for the nine months ended September 30, 2013. These tax benefits were credited to capital in excess of par value and classified as financing cash flows.

As of September 30, 2014, total unrecognized compensation cost related to non-vested restricted shares was $39,884,000 which is expected to be recognized over a weighted-average period of 3.3 years.

6. BUSINESS SEGMENT INFORMATION

RPC’s service lines have been aggregated into two reportable oil and gas services segments, Technical Services and Support Services, because of the similarities between the financial performance and approach to managing the service lines within each of the segments, as well as the economic and business conditions impacting their business activity levels. Corporate includes selected administrative costs incurred by the Company that are not allocated to business units. Gains or losses on disposition of assets are reviewed by the Company’s chief decision maker on a consolidated basis, and accordingly the Company does not report these gains or losses at the segment level.

Technical Services include RPC’s oil and gas service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a customer’s well. These services include pressure pumping services, snubbing, coiled tubing, nitrogen pumping, well control consulting and firefighting, downhole tools, wireline, and fluid pumping services. These Technical Services are primarily used in the completion, production and maintenance of oil and gas wells. The principal markets for this segment include the United States, including the Gulf of Mexico, the mid-continent, southwest, Rocky Mountain and Appalachian regions, and international locations including primarily Africa, Australia, Canada, China and Mexico. Customers include major multi-national and independent oil and gas producers, and selected nationally-owned oil companies.

11

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Support Services include RPC’s oil and gas service lines that primarily provide equipment for customer use or services to assist customer operations. The equipment and services include drill pipe and related tools, pipe handling, inspection and storage services and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels. The principal markets for this segment include the United States, including the Gulf of Mexico and the mid-continent regions, and selected international locations. Customers include domestic operations of major multi-national and independent oil and gas producers, and selected nationally-owned oil companies.

Inter-segment revenues are generally recorded in segment operating results at prices that management believes approximate prices for arm’s length transactions and are not material to operating results.

Certain information with respect to RPC’s business segments is set forth in the following tables:

	Three months ended September 30						Nine months ended September 30
(in thousands)	2014			2013			2014			2013
Revenues:
Technical Services	$	576,908		$	458,168		$	1,588,270		$	1,276,209
Support Services		43,776			32,953			116,937			98,299
Total revenues	$	620,684		$	491,121		$	1,705,207		$	1,374,508
Operating profit:
Technical Services	$	102,849		$	86,183		$	267,462		$	210,807
Support Services		14,735			6,022			31,190			19,361
Corporate		(3,239	)		(5,098	)		(12,407	)		(13,592	)
Loss on disposition of assets, net		(7,684	)		(1,268	)		(11,321	)		(5,665	)
Total operating profit	$	106,661		$	85,839		$	274,924		$	210,911
Interest expense		(456	)		(283	)		(842	)		(1,565	)
Interest income		4			8			14			73
Other (expense) income, net		(454	)		1,279			457			1,643
Income before income taxes	$	105,755		$	86,843		$	274,553		$	211,062

12

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended September 30, 2014	Technical Services			Support Services			Corporate			Total
(in thousands)
Depreciation and amortization		$	145,054		$	23,727		$	460		$	169,241
Capital expenditures			213,244			23,360			869			237,473
Identifiable assets at September 30, 2014		$	1,384,353		$	168,123		$	63,557		$	1,616,033

Nine months ended September 30, 2013	Technical Services			Support Services			Corporate			Total
(in thousands)
Depreciation and amortization		$	134,599		$	23,687		$	513		$	158,799
Capital expenditures			129,599			29,104			1,151			159,854
Identifiable assets at September 30, 2013		$	1,080,177		$	193,069		$	79,083		$	1,352,329

7.	INVENTORIES
	Inventories of $153,948,000 at September 30, 2014 and $126,604,000 at December 31, 2013 consist of raw materials, parts and supplies.
8.	EMPLOYEE BENEFIT PLAN
	The following represents the net periodic benefit cost and related components of the Company’s multiple employers Retirement Income Plan:

	Three months ended September 30						Nine months ended September 30
(in thousands)	2014			2013			2014			2013
Service cost	$	-		$	-		$	-		$	-
Interest cost		487			436			1,460			1,306
Expected return on plan assets		(560	)		(511	)		(1,680	)		(1,533	)
Amortization of net losses		133			197			399			588
Net periodic benefit cost	$	60		$	122		$	179		$	361

          The Company contributions to this plan were $765,000 during the nine months ended September 30, 2014 and $800,000 during the nine months ended September 30, 2013.

13

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          The Company permits selected highly compensated employees to defer a portion of their compensation into the non-qualified Supplemental Retirement Plan (“SERP”). The SERP assets are marked to market and totaled $15,915,000 as of September 30, 2014 and $13,963,000 as of December 31, 2013. The SERP assets are reported in non-current other assets on the consolidated balance sheet and changes in the fair value of these assets are reported in the consolidated statement of operations as part of other (expense) income, net. Trading gains (losses) related to the SERP assets were approximately as follows:

	Three months ended September 30					Nine months ended September 30
(in thousands)	2014			2013		2014		2013
Gains (losses), net	$	(253	)	$	806	$	384	$	1,374

          The SERP deferrals and the distributions are recorded in pension liabilities with any changes in the fair value recorded as compensation cost.

9. NOTES PAYABLE TO BANKS

          The Company has a $350 million revolving credit facility with Banc of America Securities, LLC, SunTrust Robinson Humphrey, Inc, and Regions Capital Markets as Joint Lead Arrangers and Joint Book Managers, and a syndicate of other lenders. The facility includes a full and unconditional guarantee by the Company’s 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of RPC and its subsidiaries. The subsidiaries of the Company that are not guarantors are considered minor.

          The facility has a general term of five years and provides for an unsecured line of credit of up to $350 million, which includes a $50 million letter of credit subfacility, and a $25 million swingline subfacility. On January 17, 2014, the Company amended the revolving credit facility which extended the maturity date of all the revolving loans from August 31, 2015 to January 17, 2019. RPC incurred commitment fees and other debt related costs associated with the amendment of approximately $0.7 million. Interest rates on the amended loans were reduced by 0.125% at all pricing levels under the amended revolving credit facility. The amount of the swing line sub-facility as a result of the amendment was increased from $25 million to $35 million.

          The Company incurred loan origination fees and other debt related costs associated with the facility in the aggregate of approximately $3.0 million. These costs are being amortized to interest expense over the remaining term of the five year loan, and the net amount of $1.2 million at September 30, 2014 is classified as non-current other assets.

          Revolving loans under the Revolving Credit Agreement bear interest at one of the following two rates, at the Company’s election:

● the Base Rate, which is the highest of Bank of America’s “prime rate” for the day of the borrowing, a fluctuating rate per annum equal to the Federal Funds Rate plus 0.50%, and a rate per annum equal to the one (1) month LIBOR rate plus 1.00%; in each case plus a margin that ranges from 0.125% to 1.125% based on a quarterly debt covenant calculation; or

● with respect to any Eurodollar borrowings, Adjusted LIBOR (which equals LIBOR as increased to account for the maximum reserve percentages established by the U.S. Federal Reserve) plus a margin ranging from 1.125% to 2.125%, based upon a quarterly debt covenant calculation.

          In addition, the Company pays an annual fee ranging from 0.225% to 0.325%, based on a quarterly debt covenant calculation, of the unused portion of the credit facility.

          The facility contains customary terms and conditions, including certain financial covenants and restrictions on indebtedness, dividend payments, business combinations and other related items. Further, the facility contains financial covenants limiting the ratio of the Company’s consolidated debt-to-EBITDA to no more than 2.5 to 1, and limiting the ratio of the Company’s consolidated EBITDA to interest expense to no less than 2 to 1. The Company was in compliance with these covenants for the nine months ended September 30, 2014.

14

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   At September 30, 2014, the Company had outstanding borrowings of $152.0 million under the facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaling $24.1 million; therefore, a total of $173.9 million of the facility was available.

          Interest incurred on the credit facility, interest capitalized related to facilities and equipment under construction, and the related weighted average interest rates were as follows for the periods indicated:

	Three months ended September 30						Nine months ended September 30
	2014			2013			2014			2013
(in thousands except interest rate data)
Interest incurred	$	655		$	474		$	1,541		$	1,640
Capitalized interest	$	180		$	246		$	392		$	735
Weighted average interest rate		2.1	%		4.6	%		2.5	%		3.4	%

10. INCOME TAXES

          The Company determines its periodic income tax benefit or expense based upon the current period income and the annual estimated tax rate for the Company adjusted for any change to prior period estimates. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

          For the three months ended September 30, 2014, the income tax provision reflects an effective tax rate of 38.6 percent, compared to an effective tax rate of 38.1 percent for the comparable period in the prior year. For the nine months ended September 30, 2014, the income tax provision reflects an effective tax rate of 39.0 percent, compared to an effective tax rate of 38.8 percent for the comparable period in the prior year.

11. FAIR VALUE DISCLOSURES

          The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:

1.	Level 1 – Quoted market prices in active markets for identical assets or liabilities.
2.	Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
3.	Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

15

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis in the balance sheets as of September 30, 2014 and December 31, 2013:

	Fair value measurements at September 30, 2014 with:
(in thousands)	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	-	$	15,915	$	-
Available for sale securities		388		-		-

	Fair value measurements at December 31, 2013 with:
(in thousands)	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	-	$	13,963	$	-
Available for sale securities		445		-		-

          The Company determines the fair value of the marketable securities that are available-for-sale through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. Significant observable inputs in addition to quoted market prices were used to value trading securities. As a result, the Company classified these investments as using level 2 inputs.

          The outstanding balance on the Revolving Credit Agreement was $152.0 million at September 30, 2014 and $53.3 million at December 31, 2013 which approximates fair value. The fair value of these borrowings was based on quotes from the lender (level 2 inputs). The borrowings under the Company’s revolving credit agreement bear interest at the variable rate described in Note 9. The Company is subject to interest rate risk on the variable component of the interest rate.

          The carrying amounts of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short-term nature of these instruments.

16

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income consists of the following (in thousands):

	Pension Adjustment			Unrealized Gain (Loss) On Securities			Foreign Currency Translation			Total
Balance at December 31, 2013	$	(9,760	)	$	10		$	(365	)	$	(10,115	)
Change during the period:
Before-tax amount		-			(57	)		(653	)		(710	)
Tax benefit		-			21			-			21
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		253			-			-			253
Total activity for the period		253			(36	)		(653	)		(436	)
Balance at September 30, 2014	$	(9,507	)	$	(26	)	$	(1,018	)	$	(10,551	)

(1) Reported as part of selling, general and administrative expenses.

	Pension Adjustment			Unrealized Gain (Loss) On Securities			Foreign Currency Translation			Total
Balance at December 31, 2012	$	(14,688	)	$	29		$	413		$	(14,246	)
Change during the quarter:
Before-tax amount		-			(3	)		(413	)		(416	)
Tax benefit		-			1			-			1
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		372			-			-			372
Total activity for the quarter		372			(2	)		(413	)		(43	)
Balance at September 30, 2013	$	(14,316	)	$	27		$	-		$	(14,289	)

(1) Reported as part of selling, general and administrative expenses.

13. SUBSEQUENT EVENT

On October 28, 2014, the Board of Directors approved a $0.105 per share cash dividend payable December 10, 2014 to stockholders of record at the close of business November 10, 2014.

17

RPC, INC. AND SUBSIDIARIES

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements included elsewhere in this document. See also “Forward-Looking Statements” on page 25.

RPC, Inc. (“RPC”) provides a broad range of specialized oilfield services primarily to independent and major oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the price of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, overall economic conditions and weather in the United States, the prices of oil and natural gas, and our customers’ drilling and production activities.

The discussion of our key business and financial strategies set forth under the Overview section in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013 is incorporated herein by reference. In 2014, the Company’s strategy of utilizing equipment in unconventional basins has continued. During the three months ended September 30, 2014, we made approximately $124.7 million in capital expenditures primarily for the purchases of new equipment as well as maintenance of our existing revenue-producing equipment. Capital expenditures during the remainder of 2014 will continue to increase over those expenditures in the preceding quarter due to a new pressure pumping expansion plan. We continue to focus on oil and natural gas liquids directed basins where customer activity levels are higher.

During the third quarter of 2014, revenues increased 26.4 percent to $620.7 million compared to the same period in the prior year. The increase in revenues resulted primarily from higher activity levels and greater service intensity in our major service lines and a slightly larger fleet of revenue-producing equipment. International revenues for the third quarter of 2014 increased 5.7 percent to $19.1 million compared to the same period in the prior year. International revenues reflect increases in customer activity levels primarily in Argentina and Gabon partially offset by a decrease in China. We continue to focus on developing international growth opportunities; however, it is difficult to predict when contracts and projects will be initiated and their ultimate duration.

Cost of revenues as a percentage of revenues increased during the third quarter of 2014 in comparison to the same period of the prior year due to more service intensive work and the associated higher raw materials costs, fuel expenses and logistical expenses as compared to the same period in the prior year, partially offset by the impact of improved personnel utilization.

Selling, general and administrative expenses as a percentage of revenues decreased to 8.2 percent in the third quarter of 2014 compared to 9.6 percent in the same period in the prior year. This percentage decrease was primarily due to leverage of higher revenues over fixed employment costs.

Income before income taxes was $105.8 million for the three months ended September 30, 2014 compared to $86.8 million in the same period of 2013. Diluted earnings per share were $0.30 for the three months ended September 30, 2014 compared to $0.25 in the same period of 2013. Cash flows from operating activities were $206.3 million for the nine months ended September 30, 2014 compared to $303.5 million in the same period of 2013 due primarily to working capital changes partially offset by an increase in net income. The notes payable to banks increased to $152.0 million as of September 30, 2014 compared to $53.3 million as of December 31, 2013.

We expect capital expenditures during full year 2014 will be approximately $375 million, and to be directed towards the purchases of new revenue-producing equipment as well as the capitalized maintenance of our existing fleet of revenue-producing equipment.

18

RPC, INC. AND SUBSIDIARIES

Outlook

Drilling activity in the U.S. domestic oilfields, as measured by the rotary drilling rig count, reached a cyclical peak of 2,031 during the third quarter of 2008. The global recession that began during the fourth quarter of 2007 precipitated the steepest annualized rig count decline in U.S. domestic oilfield history. From the third quarter of 2008 to the third quarter of 2009, the U.S. domestic rig count dropped almost 57 percent, reaching a trough of 876 in June 2009. Between its cyclical trough in the third quarter of 2009 and its most recent peak of 2,026 during the fourth quarter of 2011, U.S. domestic drilling activity increased by approximately 131 percent. Beginning late in the fourth quarter of 2011, the domestic drilling rig count began to decline and continued to steadily decline throughout 2013. During 2013 and the first two quarters of 2014, the rotary drilling rig count has not varied significantly. During the third quarter of 2014, the average rotary drilling rig count was 7.5 percent higher than the third quarter of 2013 and 2.8 percent higher than the second quarter of 2014. At the end of the third quarter of 2014, the rotary drilling rig count was 11 percent higher than at the same time in 2013. Horizontal and directional wells drilled as a percentage of total oilfield wells drilled have grown steadily over the past several years and represented approximately 80 percent of total wells drilled during the third quarter of 2014. Natural gas-directed drilling activity remains at very low levels, and at the end of the third quarter of 2014 remained at the lowest levels recorded since the third quarter of 1993.

The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity. The average price of oil was high during 2013 and the first and second quarters of 2014, although it has fallen significantly during the third quarter and early in the fourth quarter of 2014. At the beginning of the fourth quarter of 2014 the price of oil is approximately 18 percent lower than at the same time in 2013 and 22 percent lower than its highest price during the third quarter of 2014. The relatively high price of oil is reflected in the current composition of the U.S. domestic rig count, approximately 82 percent of which was directed towards oil at the end of the third quarter of 2014. However, the recent decline in the price of oil and the current uncertainty regarding its price in the near term may discourage our customers from continuing to drill new oil-directed wells in the immediate future. The price of natural gas rose during 2013 and early 2014, recovering from declines in several previous years. The price of natural gas moderated during the third quarter of 2014, and early in the fourth quarter of 2014 is the same as at the same time in 2013. As noted above, natural gas-directed drilling activity has fallen to its lowest level in 21 years. The price of natural gas liquids has become an increasingly important determinant of our customers’ activities, since its sales comprise a large part of our customers’ revenues, and it is produced in many of the shale resource plays that also produce oil. During the first nine months of 2014, the average price of benchmark natural gas liquids was 13.7 percent higher than during the 12 months ended December 31, 2013. We believe that the increase in the price of natural gas liquids during 2014 has led to slightly improved activity levels in selected markets.

The relatively small increases in domestic drilling activity indicate minimal increases in our customer’s overall activity levels. However, the higher service intensity of our customers’ completion activities has had a favorable impact on our revenues during the first three quarters of 2014. We believe that this trend of increasing service intensity will continue, thus leading to higher revenues in the near term. We do not have a favorable outlook for the prices of oil and natural gas in the near term. Although an abnormally cold winter in 2014 caused an increase in the price of natural gas and a high drawdown of natural gas storage, continued high natural gas production will probably refill natural gas storage levels to their long-term average during the fourth quarter, thus discouraging additional natural gas drilling activity. Also, the price of oil has fallen during the third quarter and early in the fourth quarter of 2014. We believe that this decline is due to higher production in the United States and moderate demand in the global oil market. Also, discord within the OPEC cartel may limit that organization’s ability to curtail production in order to reduce supply in the global market and maintain high oil prices. We believe that these trends will continue in the near term, although current and projected oil prices are high enough to encourage our customers to continue to conduct drilling and completion activities. For these reasons, we do not believe that the overall U.S. domestic rig count will increase significantly during the near term.

19

RPC, INC. AND SUBSIDIARIES

We continue to monitor the market for our services and the competitive environment. We remain cautious about the high production of natural gas associated with oil-directed drilling, which we believe will suppress the price of natural gas to a level that will discourage our customers from conducting natural gas-directed drilling activities. In addition, we continue to monitor our customers’ financial condition, because the high cost and complexity of unconventional drilling and completion activities may cause financial distress among our less well-capitalized customers, thus jeopardizing timely collection of our accounts receivable. We also monitor the competitive environment because the high historical financial returns and favorable long-term outlook for our industry has attracted new entrants and encouraged existing service companies to purchase additional revenue-producing equipment. Although less equipment has been added to the overall U.S. domestic fleet in the past year than in previous years, higher activity levels and increasing completion service intensity are causing the service capacity in the U.S. domestic market to be more highly utilized. We believe that utilization of our equipment and personnel will remain high if these trends continue, and pricing for our services and equipment will improve. For these reasons, RPC made a decision in the first quarter of 2014 to expand our fleet of pressure pumping equipment. We have started to take delivery of this equipment and place it in service during the third quarter and early in the fourth quarter of 2014 and will continue into the first quarter of 2015. We will use our bank credit facility to finance this expansion, but even with the projected additional principal drawn on this facility, we believe that we will still maintain a conservative financial structure by our industry’s standards. The lack of availability and increased cost of qualified labor has been a concern and has negatively impacted our revenues and profitability. This will continue to be a concern, especially as we expand our fleet of revenue-producing equipment in 2014 and 2015, and will therefore require more qualified employees to operate this equipment. We are addressing this issue through continued recruitment of new employees, training and retention programs, and more efficient staffing models. Our consistent response to the industry’s volatility is to maintain sufficient liquidity and a conservative capital structure and monitor our discretionary spending.

Results of Operations

	Three months ended  September 30						Nine months ended  September 30
	2014			2013			2014			2013
Consolidated revenues [in thousands]	$	620,684		$	491,121		$	1,705,207		$	1,374,508
Revenues by business segment [in thousands]:
Technical	$	576,908		$	458,168		$	1,588,270		$	1,276,209
Support		43,776			32,953			116,937			98,299
Consolidated operating profit [in thousands]	$	106,661		$	85,839		$	274,924		$	210,911
Operating profit by business segment [in thousands]:
Technical	$	102,849		$	86,183		$	267,462		$	210,807
Support		14,735			6,022			31,190			19,361
Corporate		(3,239	)		(5,098	)		(12,407	)		(13,592	)
Loss on disposition of assets, net		(7,684	)		(1,268	)		(11,321	)		(5,665	)
Percentage of cost of revenues to revenues		64.2	%		61.8	%		64.7	%		62.5	%
Percentage of selling, general & administrative expenses to revenues		8.2	%		9.6	%		8.6	%		10.2	%
Percentage of depreciation and amortization expense to revenues		9.2	%		10.8	%		9.9	%		11.6	%
Average U.S. domestic rig count		1,903			1,770			1,845			1,763
Average natural gas price (per thousand cubic feet (mcf))	$	3.91		$	3.54		$	4.44		$	3.67
Average oil price (per barrel)	$	97.74		$	106.37		$	99.89		$	98.28

THREE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2013

Revenues. Revenues for the three months ended September 30, 2014 increased 26.4 percent compared to the three months ended September 30, 2013. Domestic revenues of $601.6 million increased 27.2 percent compared to the same period in the prior year. The increases in revenues are due primarily to higher activity levels and service intensity in our major service lines as well as a slightly larger fleet of revenue-producing equipment. International revenues of $19.1 million increased 5.7 percent for the three months ended September 30, 2014 compared to the same period in the prior year. Our international revenues are impacted by the timing of project initiation and their ultimate duration and can be difficult to predict.

20

RPC, INC. AND SUBSIDIARIES

The average price of natural gas was 10.5 percent higher and the average price of oil was 8.1 percent lower during the third quarter of 2014 as compared to the same period in the prior year. The average domestic rig count during the current quarter was 7.5 percent higher than the same period in 2013.

The Technical Services segment revenues for the third quarter of 2014 increased 25.9 percent compared to the same period in the prior year. Revenues in this segment increased due primarily to higher activity levels and greater service intensity in the service lines within this segment. The Support Services segment revenues for the third quarter of 2014 increased by 32.8 percent compared to the same period in the prior year. This increase was due principally to higher utilization and an improved job mix within rental tools, the largest service line within this segment, as well as higher activity levels in the other service lines which comprise this segment. Operating profit in both the Technical and Support Services segments increased due to higher revenues and greater utilization of personnel and equipment.

Cost of revenues. Cost of revenues increased 31.1 percent to $398.3 million for the three months ended September 30, 2014 compared to $303.7 million for the three months ended September 30, 2013. Cost of revenues increased due to higher materials and supplies expenses, employment costs, maintenance and repairs expenses and fuel expenses resulting from higher activity levels. As a percentage of revenues, cost of revenues also increased because of more service intensive work and the associated higher raw materials costs, fuel expenses and logistical expenses as compared to the same period in the prior year, partially offset by the impact of improved personnel utilization.

Selling, general and administrative expenses. Selling, general and administrative expenses were $50.8 million for the three months ended September 30, 2014 and $47.1 million for the three months ended September 30, 2013. As a percentage of revenues, these costs decreased to 8.2 percent during the three months ended September 30, 2014 compared to 9.6 percent during the same period in the prior year due to the leverage of fixed employment costs over higher revenues.

Depreciation and amortization. Depreciation and amortization totaled $57.2 million for the three months ended September 30, 2014, a 7.5 percent increase, compared to $53.2 million for the quarter ended September 30, 2013.

Loss on disposition of assets, net. Loss on disposition of assets, net was $7.7 million for the three months ended September 30, 2014 compared to $1.3 million for the three months ended September 30, 2013. The loss on disposition of assets, net is comprised of gains or losses related to various property and equipment dispositions including certain equipment components experiencing increased wear and tear which require early dispositions, or sales to customers of lost or damaged rental equipment. The significant increase in losses was caused primarily by damage to critical components due to a more service-intensive job mix in RPC’s pressure pumping service line during the third quarter of 2014 compared to the same period in the prior year.

Other (expense) income, net. Other (expense), net was $454 thousand for the three months ended September 30, 2014 compared to other income, net of $1.3 million for the same period in the prior year. Other (expense) income, net primarily includes mark to market gains and losses on investments in the non-qualified benefit plan.

 Interest expense. Interest expenseof $456 thousand for the three months ended September 30, 2014 increased compared to $283 thousand for the three months ended September 30, 2013. The increase was due to a higher average debt balance on our revolving credit facility partially offset by lower interest rates on our revolving line of credit during the three months ended September 30, 2014 in comparison to the prior year same period.

Income tax provision. Income tax provision of $40.9 million increased during the three months ended September 30, 2014 in comparison to $33.1 million for the same period in 2013 primarily due to higher income before income taxes. The effective tax rate of 38.6 percent for the three months ended September 30, 2014 was slightly higher than the 38.1 percent for the three months ended September 30, 2013.

NINE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2013

Revenues. Revenues for the nine months ended September 30, 2014 increased 24.1 percent compared to the nine months ended September 30, 2013. Domestic revenues of $1.6 billion increased 23.9 percent compared to the same period in the prior year. The increase in revenues is due primarily to higher activity levels and greater service intensity in our major service lines and a slightly larger fleet of revenue-producing equipment. International revenues of $62.4 million increased 28.3 percent for the nine months ended September 30, 2014 compared to the same period in the prior year. Our international revenues are impacted by the timing of project initiation and their ultimate duration and can be difficult to predict.

21

RPC, INC. AND SUBSIDIARIES

The average price of natural gas was 21.0 percent higher and the average price of oil was 1.6 percent higher during the nine months ended September 30, 2014 as compared to the same period in the prior year. The average domestic rig count during the nine months ended September 30, 2014 was 4.7 percent higher than the same period in 2013.

The Technical Services segment revenues for the nine months ended September 30, 2014 increased 24.5 percent compared to the same period in the prior year. Revenues in this segment increased due primarily to higher activity levels and greater service intensity in the service lines within this segment. The Support Services segment revenues for the nine months ended September 30, 2014 increased by 19.0 percent compared to the same period in the prior year. This increase was due principally to higher utilization and an improved job mix within rental tools, the largest service line within this segment, as well as higher activity levels in the other service lines which comprise this segment. Operating profit in both the Technical and Support Services segments increased due to higher revenues and greater utilization of personnel and equipment.

Cost of revenues. Cost of revenues increased 28.3 percent to $1.1 billion for the nine months ended September 30, 2014 compared to $859.5 million for the nine months ended September 30, 2013. Cost of revenues increased due to higher materials and supplies expenses, employment costs, maintenance and repairs expenses and fuel expenses resulting from higher activity levels. As a percentage of revenues, cost of revenues also increased because of more service intensive work and the associated higher raw materials costs, fuel expenses and logistical expenses as compared to the same period in the prior year, partially offset by the impact of improved personnel utilization.

Selling, general and administrative expenses. Selling, general and administrative expenses increased 5.4 percent to $147.1 million for the nine months ended September 30, 2014 compared to $139.6 million for the nine months ended September 30, 2013. As a percentage of revenues, these costs decreased to 8.6 percent during the nine months ended September 30, 2014 compared to 10.2 percent during the same period in the prior year. Our selling, general and administrative expenses increased due to higher activity levels but decreased as a percentage of revenues compared to the prior year due to the leverage of fixed employment costs over higher revenues.

Depreciation and amortization. Depreciation and amortization totaled $169.2 million for the nine months ended September 30, 2014, a 6.6 percent increase, compared to $158.8 million for the nine months ended September 30, 2013.

Loss on disposition of assets, net. Loss on disposition of assets, net was $11.3 million for the nine months ended September 30, 2014 compared to $5.7 million for the nine months ended September 30, 2013. The loss on disposition of assets, net is comprised of gains or losses related to various property and equipment dispositions including certain equipment components experiencing increased wear and tear which requires early dispositions, or sales to customers of lost or damaged rental equipment. The significant increase in losses was caused primarily by damage to critical components due to a more service-intensive job mix in RPC’s pressure pumping service line during the third quarter of 2014 compared to the same period in the prior year.

 Other (expense) income, net. Other income, net was $457 thousand for the nine months ended September 30, 2014 compared to other income, net of $1.6 million for the same period in the prior year. Other income (expense), net primarily includes mark to market gains and losses on investments in the non-qualified benefit plan.

 Interest expense. Interest expensewas $842 million for the nine months ended September 30, 2014 compared to $1.6 million for the nine months ended September 30, 2013. The decline in part was due to interest penalties resulting from a sales tax audit during the second quarter of 2013, as well as a reversal of interest penalties related to a favorable outcome of a sales tax audit during the second quarter of 2014. In addition, the average debt balance on our revolving credit facility was higher coupled with a slightly lower interest rates on our revolving line of credit during the nine months ended September 30, 2014 in comparison to the prior year same period.

Income tax provision. Income tax provision of $107.0 million increased during the nine months ended September 30, 2014 in comparison to $81.8 million for the same period in 2013 primarily due to higher income before income taxes. The effective tax rate was 39.0 percent for the nine months ended September 30, 2014 and 38.8 percent for the nine months ended September 30, 2013.

22

RPC, INC. AND SUBSIDIARIES

Liquidity and Capital Resources

Cash Flows

The Company’s cash and cash equivalents at September 30, 2014 were $8.5 million. The following table sets forth the historical cash flows for the nine months  ended September 30, 2014 and 2013:

	Nine months ended September 30
(In thousands)	2014			2013
Net cash provided by operating activities	$	206,274		$	303,537
Net cash used for investing activities		(222,493	)		(151,276	)
Net cash provided by (used for) financing activities		16,041			(143,487	)

Cash provided by operating activities for the nine months ended September 30, 2014 decreased by $97.3 million compared to the same period in the prior year. This decrease is due primarily to an unfavorable change in working capital of $130.9 million partially offset by an increase in net income of $38.3 million.

The unfavorable change in working capital is primarily due to the following: unfavorable changes of $152.0 million in accounts receivable and $40.1 million in inventories due to higher business activity levels and an unfavorable change of $24.9 million in deferred income tax benefit due to the elimination of statutory bonus depreciation. These unfavorable changes were partially offset by favorable changes of $42.2 million in accounts payable and $3.6 million in accrued payroll and related expenses consistent with higher business activity levels; and favorable changes of $13.5 million in net income taxes receivable/ payable and $4.1 million in accrued state, local and other taxes due to the timing of payments.

Cash used for investing activities for the nine months ended September 30, 2014 increased by $71.2 million, compared to the nine months ended September 30, 2013, primarily as a result of higher capital expenditures.

Cash provided by (used for) financing activities for the nine months ended September 30, 2014 increased by $159.5 million primarily as a result of higher net loan borrowings coupled with lower open market share repurchases during the nine months ended September 30, 2014 compared to the same period in the prior year.

Financial Condition and Liquidity

The Company’s financial condition as of September 30, 2014 remains strong. We believe the liquidity provided by our existing cash and cash equivalents, our overall strong capitalization and cash expected to be generated from operations will provide sufficient liquidity to meet our requirements for at least the next twelve months. The Company currently has a $350 million revolving credit facility (the “Revolving Credit Agreement”) that matures in January 2019. The Revolving Credit Agreement contains customary terms and conditions, including certain financial covenants including covenants restricting RPC’s ability to incur liens or merge or consolidate with another entity. Our outstanding borrowings were $152.0 million at September 30, 2014 and $24.1 million of the credit facility supports outstanding letters of credit relating to self-insurance programs or contract bids. Accordingly, a total of $173.9 million was available under our facility as of September 30, 2014. Additional information regarding our Revolving Credit Agreement is included in Note 9 to our Consolidated Financial Statements included in this report.

The Company’s decisions about the amount of cash to be used for investing and financing purposes are influenced by its capital position, including access to borrowings under our credit facility, and the expected amount of cash to be provided by operations. We believe our liquidity will continue to provide the opportunity to grow our asset base and revenues during periods with positive business conditions and strong customer activity levels. In addition, the Company’s decisions about the amount of cash to be used for investing and financing activities may also be influenced by the financial covenants in our credit facility.

23

RPC, INC. AND SUBSIDIARIES

Cash Requirements

The Company currently expects that capital expenditures will be approximately $375 million during 2014, of which $237.5 million has been spent as of September 30, 2014. We expect capital expenditures for the remainder of 2014 to be primarily directed towards expansion of our pressure pumping fleet and capitalized equipment maintenance. The actual amount of 2014 capital expenditures will depend upon equipment maintenance requirements, expansion opportunities, and equipment delivery schedules and can be modified based on market conditions and other factors.

The Company has ongoing sales and use tax audits in various jurisdictions subject to varying interpretations of statutes. The Company has recorded the exposure from these audits to the extent issues are resolved or are reasonably estimable. There are issues that could result in unfavorable outcomes that cannot be currently estimated.

The Company’s Retirement Income Plan, a multiple employer trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. The Company contributed approximately $0.8 million to this plan in the first quarter of 2014 and does not expect to make any additional contributions during the remainder of 2014.

As of September 30, 2014, the Company’s 1998 stock buyback program authorizes the repurchase of up to 31,578,125 shares. There were 609,096 shares purchased on the open market during the first nine months of 2014, and 4,103,138 shares remain available to be repurchased under the current authorization as of September 30, 2014. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies considering restrictions under our credit facility. The stock buyback program does not have a predetermined expiration date.

On October 28, 2014, the Board of Directors approved a $0.105 per share cash dividend payable December 10, 2014 to stockholders of record at the close of business November 10, 2014. The Company expects to continue to pay cash dividends to common stockholders, subject to the earnings and financial condition of the Company and other relevant factors.

INFLATION

The Company purchases its equipment and materials from suppliers who provide competitive prices, and employs skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. Also, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees as well as increases in the costs of certain materials and key equipment components used to provide services to the Company’s customers. During 2012 and 2013, the Company incurred higher employment costs due to a continued shortage of skilled labor in many of its markets. During the first three quarters of 2014, we experienced additional cost pressures due to competition for available skilled employees, and the Company expects that labor costs will continue to remain high during 2014. During the past several years, increased oilfield activity has caused increased prices for several important raw materials the Company uses to provide its services. The Company has mitigated some of the cost increases for raw materials by securing materials through multiple sources, a strategy which has intensified through the third quarter of 2014. During the third quarter and early in the fourth quarter of 2014, the prices of many of these raw materials remain high, although there are indications that increased supplies are beginning to mitigate price increases. The Company has generally been successful in passing these increased costs to its customers, thus preserving its profitability, but no assurance can be given that these efforts will be successful.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any material off balance sheet arrangements.

RELATED PARTY TRANSACTIONS

Marine Products Corporation

Effective February 28, 2001, the Company spun-off the business conducted through Chaparral Boats, Inc, RPC’s former powerboat manufacturing segment. In conjunction with the spin-off, RPC and Marine Products Corporation entered into various agreements that define the companies’ relationship. During the nine months ended September 30, 2014, RPC charged Marine Products Corporation for its allocable share of administrative costs incurred for services rendered on behalf of Marine Products Corporation totaling $501,000 for the nine months ended September 30, 2014 compared to $433,000 for the comparable period in 2013.

24

RPC, INC. AND SUBSIDIARIES

Other

The Company periodically purchases in the ordinary course of business products or services from suppliers who are owned by officers or significant stockholders of, or affiliated with the directors of RPC. The total amounts paid to these affiliated parties were $825,000 for the nine months ended September 30, 2014 and $852,000 for the nine months ended September 30, 2013.

RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. R. Randall Rollins is also Chairman, and which is controlled by Mr. Rollins and his affiliates). The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on three months’ notice. The services covered by these agreements include office space, selected administration services for certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated $61,500 for the nine months ended September 30, 2014 and $63,000 for the nine months ended September 30, 2013.

CRITICAL ACCOUNTING POLICIES

The discussion of Critical Accounting Policies is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013. There have been no significant changes in the critical accounting policies since year-end.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

See Note 3 of the Notes to Consolidated Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition.

SEASONALITY

Oil and natural gas prices affect demand throughout the oil and natural gas industry, including the demand for the Company’s products and services. The Company’s business depends in large part on the economic conditions of the oil and gas industry, and specifically on the capital expenditures of its customers related to the exploration and production of oil and natural gas. There is a positive correlation between these expenditures and customers’ demand for the Company’s services. As such, when these expenditures fluctuate, customers’ demand for the Company’s services fluctuates as well. These fluctuations depend on the current and projected prices of oil and natural gas and resulting drilling activity, and are not seasonal to any material degree.

FORWARD-LOOKING STATEMENTS

Certain statements made in this report that are not historical facts are “forward-looking statements” under Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements regarding the effect of recent accounting pronouncements on the Company’s consolidated financial statements; our expectation that capital expenditures during the remainder of 2014 will continue to increase due to a new pressure pumping expansion plan; our plans to continue to focus on oil and natural gas liquids directed basins where customer activity levels are higher; our plans to continue to focus on developing international growth opportunities; our expectation for the amount and focus of our capital expenditures during 2014; our belief that the recent decline in the price of oil and current uncertainty regarding its price may discourage customers from continuing to drill new oil-directed wells in the immediate future; our belief that the trend of increasing service intensity will continue, thus leading to higher revenues in the near term; our unfavorable outlook for the prices of oil and natural gas in the near term; our belief that high natural gas production will refill natural gas storage levels to their long-term average during the fourth quarter, thus discouraging additional natural gas drilling activities; our belief that discord within the OPEC cartel may limit that organizations ability to curtail production in order to reduce supply in the global market and maintain high oil prices; our belief that current and projected oil prices are high enough to encourage our customers to continue to conduct drilling and completion activities; our belief that the overall U.S. domestic rig count will not increase significantly during the near term; our statement that the high cost and complexity of unconventional drilling and completion may cause financial distress among our less well-capitalized customers, jeopardizing timely collection of our accounts receivable; our cautious outlook about the high production of natural gas which we believe will suppress prices and discourage our customers from conducting natural gas directed drilling activities; our belief that the utilization of our equipment and personnel will remain high if existing trends continue and pricing for our services and equipment will improve; our belief that we will still maintain a conservative financial structure by our industry standards; our belief that the lack of availability and increased cost of qualified labor will continue to be a concern and our plans for the recruitment of new employees, training and retention programs and more efficient staffing models; our plan to maintain sufficient liquidity and a conservative capital structure and monitor our discretionary spending; our business strategy, plans and objectives; market risk exposure; adequacy of capital resources and funds; opportunity for growth and expansion; anticipated pension funding payments and capital expenditures; our expectation that we will continue to pay cash dividends; the possible unfavorable outcome of sales and use tax audits; the impact of inflation and related trends on the Company’s financial position and operating results; our expectation that the cost of labor will remain high during 2014; our belief that changes in foreign exchange rates is not expected to have a material effect on our consolidated results of operations or financial condition; our belief that the outcome of litigation will not have a material adverse effect upon our financial position or results of operations; and our beliefs and expectations regarding future demand for our products and services, and other events and conditions that may influence the oilfield services market and our performance in the future. The Company does not undertake to update its forward-looking statements.

25

RPC, INC. AND SUBSIDIARIES

The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, its other SEC filings and the following: the declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services, the actions of the OPEC cartel, the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, which could impact drilling activity, adverse weather conditions in oil or gas producing regions, including the Gulf of Mexico, competition in the oil and gas industry, the Company’s ability to implement price increases, the potential impact of possible future regulations on hydraulic fracturing on our business, risks of international operations, and reliance on large customers.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk exposure through borrowings on its credit facility. As of September 30, 2014, there are outstanding interest-bearing advances of $152.0 million on our credit facility which bear interest at a floating rate. A change in the interest rate of one percent on the outstanding balance of the credit facility at September 30, 2014 would cause a change of $1.5 million in total annual interest costs.

Additionally, the Company is exposed to market risk resulting from changes in foreign exchange rates. However, since the majority of the Company’s transactions occur in U.S. currency, this risk is not expected to have a material effect on its consolidated results of operations or financial condition.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures – The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

26

RPC, INC. AND SUBSIDIARIES

As of the end of the period covered by this report, September 30, 2014 (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.

Changes in internal control over financial reporting – Management’s evaluation of changes in internal control did not identify any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

27

RPC, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

RPC is involved in litigation from time to time in the ordinary course of its business. RPC does not believe that the outcome of such litigation will have a material adverse effect on the financial position or results of operations of RPC.

ITEM 1A. RISK FACTORS

See risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Shares repurchased by the Company and affiliated purchases in the third quarter of 2014 are outlined below.

Period	Total Number of Shares (or Units) Purchased			Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
Month #1
July 1, 2014 to July 31, 2014		-		$	-		-		4,312,623
Month #2
August 1, 2014 to August 31, 2014		-			-		-		4,312,623
Month #3
September 1, 2014 to September 30, 2014		209,485	(1)		21.02		209,485		4,103,138
Totals		209,485		$	21.02		209,485		4,103,138

(1) The Company has a stock buyback program initially adopted March 1998 that authorized the repurchase of up to 26,578,125 shares. On June 5, 2013, the Board of Directors authorized an additional 5,000,000 shares for repurchase under this program for a cumulative authorization of 31,578,125 shares. There were 209,485 shares purchased on the open market during the third quarter of 2014, and 4,103,138 shares remain available to be repurchased under the current authorization as of September 30, 2014. Currently the program does not have a predetermined expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

28

RPC, INC. AND SUBSIDIARIES

ITEM 4. MINE SAFETY DISCLOSURES

The information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Form 10-Q.

ITEM 5. OTHER INFORMATION

On October 28, 2014, the Board of Directors of the Company amended the Company’s Restated By-laws (the “By-laws”) in several respects, including changes meant to modernize the By-laws, to provide clarity and consistency with Delaware corporate law and to align the By-laws with the Board’s view of best practices and the interests of the Company’s stockholders as a whole. The primary substantive changes were as follows: (i) updated processes were included for stockholders to present business or director nominees at an annual meeting of the stockholders of the Company, (ii) the provisions addressing officer and director indemnification were updated, (iii) provisions were added addressing exclusive forum and payment of costs for specified stockholder actions including a stockholder’s breach of the By-laws or specified intracorporate proceedings in which such stockholder is not the prevailing party and (iv) a provision was added creating the optional position of Vice Chairman of the Company.

The foregoing summary of the amendment to the By-laws is qualified in its entirety by reference to the text of the By-laws, as amended and restated on and effective as of October 28, 2014, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Stockholders desiring to present business at the 2015 annual meeting of stockholders outside of the stockholder proposal rules of Rule 14a-8 of the Securities Exchange Act of 1934 and instead pursuant to Article 27 of the Company’s By-laws must prepare a written notice regarding such proposal addressed to Secretary, RPC, Inc., 2170 Piedmont Road, NE, Atlanta, Georgia 30324 and delivered to or mailed and received no later than January 22, 2015 and no earlier than December 13, 2014. Stockholders should consult the By-laws for other specific requirements related to such notice and proposed business.

29

RPC, INC. AND SUBSIDIARIES

ITEM 6. EXHIBITS

Exhibit Number	Description
3.1(a)	Restated certificate of incorporation of RPC, Inc. (incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
3.1(b)	Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(b) to Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2006).
3.1(c)	Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2011).
3.2	Amended and Restated Bylaws of RPC, Inc.
4	Form of Stock Certificate (incorporated herein by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
31.1	Section 302 certification for Chief Executive Officer.
31.2	Section 302 certification for Chief Financial Officer.
32.1	Section 906 certifications for Chief Executive Officer and Chief Financial Officer.
95.1	Mine Safety Disclosures
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

30

RPC, INC. AND SUBSIDIARIES

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 thereunto duly authorized.

	RPC, INC.
	/s/ Richard A. Hubbell
Date:  November 3, 2014	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ Ben M. Palmer
Date:  November 3, 2014	Ben M. Palmer
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

31

EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED BY-LAWS

OF

RPC, INC.

October 28, 2014

OFFICES

FIRST:   The principal office of the corporation shall be located at 2801 Buford Highway NE, Suite 520, in the City of Atlanta, Georgia, and the registered agent shall be Corporation Service Company or such other agent as the corporation shall designate.

CORPORATE SEAL

SECOND:   The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Incorporated Delaware.”

MEETINGS OF STOCKHOLDERS

THIRD:   The annual meeting of stockholders for the election of directors shall be held on the fourth Tuesday of April at such office of the corporation or such other place as may be designated by the board of directors and included in the notice of such meeting, in each year, or if that day be a legal holiday, on the next succeeding day not a legal holiday, at which meeting they shall elect by ballot, by plurality vote, a board of directors and may transact such other business as may come before the meeting.

Special meetings of the stockholders may be called at any time by the chairman and shall be called by the chairman or secretary on the request in writing or by vote of a majority of the directors or at the request in writing of stockholders of record owning a majority in amount of the capital stock outstanding and entitled to vote. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of the meeting.

1

All such meetings of the stockholders shall be held at such place or places within or without the State of Delaware, as may from time to time be fixed by the board of directors or as shall be specified and fixed by the respective notices or waivers of notice thereof.

Each stockholder entitled to vote shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy, signed by him, for each share of voting stock held by him, but no proxy shall be voted on after the meeting of stockholders for which such proxy was solicited and which has been adjourned sine die. Such right to vote shall be subject to the right of the board of directors to close the transfer books or to fix a record date for voting stockholders as hereinafter provided and if the directors shall not have exercised such right, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election.

Notice of all meetings shall be given by the secretary to each stockholder of record entitled to vote not less than ten calendar days nor more than sixty calendar days before any annual or special meeting either personally, by mail or by other lawful means. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such person’s address as it appears on the stock transfer books of the corporation.

The holders of a majority of the stock outstanding and entitled to vote shall constitute a quorum, but the holders of a smaller amount may adjourn from time to time without further notice until a quorum is secured.

DIRECTORS

FOURTH:   The property and business of this corporation shall be managed by or under the direction of a board of up to nine directors. The directors shall be divided into three classes of approximately equal size except that the classes may be unequal as a result of the death, resignation, removal or other vacancy of a member of a class unless a class were to have no members remaining, in which case such class vacancy will be filled as soon as practicable. Subject to the foregoing sentence, there shall be no limitation on the number of directors that may be designated to a particular class. At each Annual Meeting of Stockholders, the successors to the class of directors whose term expires at that time shall be elected to hold office for the term of three years to succeed those whose term expires, so that the term of office of one class of directors shall expire in each year. Each director shall hold office for the remainder of the term for which he is elected or appointed or until his successor shall be elected and qualified, or until his death or until he shall resign.

2

POWERS OF DIRECTORS

FIFTH:   The board of directors shall have, in addition to such powers as are hereinafter expressly conferred on it, all such powers as may be exercised by the corporation, subject to the provisions of the statute, the certificate of incorporation and the by-laws.

The board of directors shall have power:

To purchase or otherwise acquire property, rights or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the board of directors may deem proper.

To pay for such property, rights or privileges in whole or in part with money, stock, bonds, debentures or other securities of the corporation, or by the delivery of other property to the corporation.

To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every other act and thing necessary to effectuate the same.

To appoint agents, clerks, assistants, factors, employees and trustees, and to dismiss them at its discretion, to fix their duties and emoluments and to change them from time to time and to require security as it may deem proper. Any employee appointed by the board may be given such designation or title as the board shall determine; however, any such designation or title given any such employee shall not be deemed to constitute such employee a corporate officer under ARTICLE EIGHTH of these by-laws.

To confer on any officer of the corporation the power of selecting, discharging or suspending such employees.

3

To determine by whom and in what manner the corporation’s bills, notes, receipts, acceptances, endorsements, checks, releases, contracts or other documents shall be signed.

MEETINGS OF DIRECTORS

SIXTH:   After such annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers and the transaction of other business, at such place and time as the directors may determine, and, if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors.

Regular meetings of the directors shall be held annually following the stockholders meeting on the fourth Tuesday of April and quarterly on the fourth Tuesdays of July, October and January of each year at the executive office of the corporation in Atlanta, Georgia, or elsewhere and at other times as may be fixed by resolution of the board.

Special meetings of the directors may be called by the chairman, vice chairman or president or upon the request of any two directors. Two business days’ notice of any special meeting of directors shall be given in writing if such notice is delivered by first class or overnight mail or one business days’ notice if such notice is given orally or delivered by facsimile transmission or other form of electronic transmission reasonable under the circumstance or hand delivery.

Special meetings of the directors may be held within or without the State of Delaware at such places as is indicated in the notice or waiver of notice thereof.

A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

The board may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the corporation.

4

Any such committee to the extent provided in the directors’ resolution or in these by-laws, shall have and may exercise all the powers and authority of the board in managing the affairs and business of the Corporation and may authorize affixation of the corporate seal to all papers that require it, to the fullest extent permitted by law as presently allowed under Section 141 of the Delaware General Corporation Law (the “DGCL”) and as may be allowed in the future pursuant to amendments and revisions of applicable law; provided, however, that a committee may not have the power and authority to declare a dividend or to authorize the issuance of stock.

COMPENSATION OF DIRECTORS

AND MEMBERS OF COMMITTEES

SEVENTH:   Directors and members of standing committees shall receive such compensation for attendance at each regular or special meeting as the board shall from time to time prescribe.

OFFICERS OF THE CORPORATION

EIGHTH:   The officers of the corporation shall be a chairman, a president, a secretary, a treasurer and such other officers as may from time to time be chosen by the board of directors. The board of directors in its discretion may also appoint a vice chairman who may or may not be an officer of the corporation. The chairman and, if applicable, vice chairman shall be chosen from among the directors.

One person may hold more than one office.

The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the board of directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the affirmative vote of a majority of the whole board of directors or the board could eliminate the position, combine its duties with another position or fill it on an interim basis.

5

DUTIES OF THE CHAIRMAN

NINTH:   It shall be the duty of the chairman to preside at all meetings of stockholders and directors; to have general and active management of the business of the corporation; and to see that all orders and resolutions of the board of directors are carried into effect. The chairman shall be vested with all the powers and be required to perform all the duties of the president in his absence or disability.

DUTIES OF THE VICE CHAIRMAN

TENTH:   The vice chairman, if any, shall perform such duties as shall be assigned by the chairman or the board of directors and shall be vested with all the powers and be required to perform all the duties of the chairman in the chairman’s absence or disability.

DUTIES OF THE PRESIDENT

ELEVENTH:   The president shall be the chief executive officer of the corporation. It shall be the duty of the president to execute, unless otherwise delegated, all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the corporation, and to affix the corporate seal thereto when authorized by the board. The president shall supervise and direct the officers of the corporation other than the chairman and, if applicable, the vice chairman, and shall see that their duties are property performed.

In the absence or in case of the disability of the vice chairman, the president shall be vested with all the powers and be required to perform all the duties of the chairman in the chairman’s absence or disability.

SECRETARY

TWELFTH:   The secretary shall attend all meetings of the board of directors, and all other meetings as directed by the board of directors. The secretary shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. The secretary shall give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned by the chairman, vice chairman or president of the corporation.

6

TREASURER

THIRTEENTH:   The treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

The treasurer shall keep an account of stock registered and transferred in such manner and subject to such regulations as the board of directors may prescribe.

The treasurer shall give the corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors for the faithful performance of the duties of the office and the restoration to the corporation, in case of the treasurer’s death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. The treasurer shall perform such other duties as the board of directors may from time to time prescribe or require.

DUTIES OF OFFICERS MAY BE DELEGATED

FOURTEENTH:   In case of the absence or disability of any officer of the corporation or for any other reason deemed sufficient by a majority of the board, the board of directors may delegate such officer’s powers or duties to any other officer or to any director for the time being.

CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

FIFTEENTH:   Shares of stock in the corporation may be represented by certificates or may be issued in uncertificated form in accordance with the DGCL. The issuance of shares in uncertificated form shall not affect shares already represented by a certificate until the certificate is surrendered to the corporation. Each holder of stock in the corporation represented by a certificate shall be entitled to a certificate which shall be signed by either the chairman, the vice chairman or the president and any of the treasurer, assistant treasurer, secretary or assistant secretary. If a certificate of stock be lost or destroyed, another may be issued in its stead upon proof of such loss or destruction and the giving of a satisfactory bond of indemnity, in an amount sufficient to indemnify the corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so. Certificates may be signed by facsimile signature if so ordered by the board of directors.

7

TRANSFER OF STOCK

SIXTEENTH:   Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by a transfer agent designated to transfer shares of stock of the corporation. The certificate for the number of shares involved which are represented by a certificate shall be surrendered for cancellation before a new certificate is issued therefore.

The corporation shall have authority to appoint transfer agents and registrars by resolution of the board of directors.

CLOSING OF TRANSFER BOOKS

SEVENTEENTH:   The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding sixty days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the by-laws may fix or authorize the board of directors to fix in advance a date not exceeding sixty days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

8

STOCKHOLDERS OF RECORD

EIGHTEENTH:   The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

FISCAL YEAR

NINETEENTH:   The fiscal year of the corporation shall begin on the first day of January in each year.

DIVIDENDS

TWENTIETH:   Dividends upon the capital stock may be declared by the board of directors at any regular or special meeting and may be paid in cash or in property or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may alter or abolish any such reserve or reserves.

CHECKS FOR MONEY

TWENTY-FIRST:   All checks, drafts or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the board of directors may from time to time designate. No check shall be signed in blank. The board of directors also from time to time may authorize specified employees to sign checks on the corporation’s accounts.

BOOKS AND RECORDS

TWENTY-SECOND:   The books, accounts and records of the corporation except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the by-laws or by resolution of the Directors.

9

WAIVER OF NOTICES

TWENTY-THIRD:   Any stockholder or director may waive, in writing, any notice, required to be given under these by-laws whether before or after the time stated therein.

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND EMPLOYEES

TWENTY-FOURTH:   The corporation shall indemnify and hold harmless, in the manner and to the fullest extent now or hereafter permitted by the DGCL, any person (or the estate of any person) who was or is a party to, or is involved in or threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or general counsel of the corporation, or is or was serving at the request of the corporation as a director, officer, general counsel of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans. The indemnification provided herein shall be made if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his or her conduct was unlawful; provided, however, that, except as provided in the following paragraph, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors. To the full extent permitted by law, the indemnification provided herein shall include all expense, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The corporation shall pay the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition upon the receipt by the corporation of a statement or statements from the claimant requesting such advance and an undertaking by or on behalf of such claimant that the claimant will repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this ARTICLE TWENTY-FOURTH or otherwise. The indemnification and advancement of expenses provided herein (a) shall not be deemed to limit the right of the corporation to indemnify any other employee or agent and advance any such expenses to the full extent provided by the law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, (b) is intended to be retroactive and shall be available with respect to events occurring prior to adoption of this ARTICLE TWENTY-FOURTH, and (c) shall continue as to an indemnitee who has ceased to be a director of officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person.

10

If a claim under this of this ARTICLE TWENTY-FOURTH is not paid in full within 30 calendar days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid the reasonable expense of prosecuting the claim. It shall be a defense to any such action to enforce a right to indemnification (but not to an action to enforce a right to an advancement of expenses) that the claimant has not met the standard of conduct which makes it permissible under the DGCL to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.

No repeal or modification of this ARTICLE TWENTY-FOURTH shall in any way diminish or adversely affect the rights of any person in respect of any occurrence or matter arising prior to any such repeal or modification. If any provision of this ARTICLE TWENTY-FOURTH shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of this ARTICLE TWENTY-FOURTH shall not in any way be affected or impaired thereby.

11

The corporation shall not be liable to indemnify any indemnitee under this ARTICLE TWENTY-FOURTH for any amounts paid in settlement of any proceeding (or part thereof) effected without the corporation’s written consent, which consent shall not be unreasonably withheld, or for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such proceeding. The board of directors may establish reasonable procedures for the submission of claims for indemnification pursuant to this ARTICLE TWENTY-FOURTH, determination of the entitlement of any person thereto, and review of any such determination.

NON-DISCRIMATION STATEMENT

TWENTY-FIFTH:   Consistent with the corporation’s equal employment opportunity policy, nominations for the elections of directors shall be made by the board of directors and voted upon by the stockholders in a manner consistent with these by-laws and without regard to the nominee’s race, color, ethnicity, religion, sex, age, national origin, veteran status, or disability.

NOTICE OF NOMINATION OF DIRECTORS

TWENTY-SIXTH:   Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation. Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the board of directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this ARTICLE TWENTY-SIXTH and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the requirements and notice procedures set forth in this ARTICLE TWENTY-SIXTH. Shareholders will not be entitled to nominate any candidate for director at any annual or special meeting unless the shareholder shall have first provided notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation so that it is received (a) not less than ninety, nor more than one hundred thirty days prior to the anniversary of the prior year’s annual meeting of stockholders with respect to an annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business 90 days prior to such annual meeting or the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder’s notice under this ARTICLE).

12

Each such notice shall set forth (a) with respect to the nominee, (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee for the past five years, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, (iv) as an appendix, a completed and signed questionnaire, representation and agreement required by this ARTICLE TWENTY-SIXTH, (v) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (vi) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated there under; (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (i) the name and record address of such stockholder, as it appears on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder and such beneficial owner, (iii) a description of all arrangements or understandings between such stockholder and such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to the securities of the corporation (collectively, a “Derivative Instrument”), (v) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice, and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection: with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated there under; and (c) whether such stockholder or beneficial owner has delivered or intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees.

13

The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a shareholder failed to provide notice of a nomination in accordance with the foregoing procedure, and if he should so determine, he may so declare to the meeting and the defective nomination shall be disregarded.

To be eligible to be a nominee for election as a director of the corporation, a person must deliver in accordance with the time periods prescribed for delivery of notice under this ARTICLE TWENTY-SIXTH to the secretary of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written request) and a written representation and agreement (in the form provided by the secretary upon written request) that such proposed nominee satisfied the Applicable Qualification Standards (as defined below) and (1) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (3) in such person’s individual capacity and on behalf of any such person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation. For purposes hereof, “Applicable Qualification Standards” shall mean that the proposed nominee has relevant business experience (taking into account the business experience of the other directors) as determined by the board or a committee thereof, in its sole discretion, and satisfies such other criteria for service on the board of directors as may be established from time to time by the board.

14

Notwithstanding the provisions of the by-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these by-laws; provided, however that any references in these by-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these by-laws with respect to nominations to be considered pursuant to ARTICLE TWENTY-SIXTH of these by-laws.

STOCKHOLDER PROPOSALS FOR BUSINESS

TO BE TRANSACTED AT MEETING

 TWENTY-SEVENTH:   At any special meeting of the stockholders, such Business (as defined below) shall be conducted as shall have been brought before the meeting by or at the direction of the board of directors. No business may be transacted at an annual meeting of stockholders, other than Business that is either (a) specified in the notice of meeting (or any supplement thereto), given by or at the direction of the board of directors, (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors or (c) otherwise properly brought before the annual meeting by any stockholder of record of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this ARTICLE TWENTY SEVENTH and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this ARTICLE TWENTY-SEVENTH. With respect to this ARTICLE TWENTY-SEVENTH, “Business” shall mean all matters other than nominations of candidates for and the election of directors. Stockholder nomination of directors for election is governed solely by ARTICLE TWENTY-SIXTH of these by-laws.

15

In addition to any other applicable requirements (including, without limitation, Securities and Exchange Commission rules and regulations with respect to matters set forth in this ARTICLE TWENTY-SEVENTH), for Business to be properly brought before an annual meeting by a stockholder, (i) such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation, (ii) such Business must be a proper matter for stockholder action under the DGCL, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal is made, has provided the corporation with a Solicitation Notice (as defined herein), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, and must have included in such materials the Solicitation Notice and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this ARTICLE TWENTY-SEVENTH, the stockholder or beneficial owner proposing such Business must not have solicited a number of proxies sufficient to have required the delivery of the Solicitation Notice under this section.

To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days nor more than 130 days prior to the date of the anniversary of the previous year’s annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or is delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business 90 days prior to such annual meeting or the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public announcement of the date of the annual meeting was first made by the corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for a giving of a stockholder’s notice under this ARTICLE TWENTY-SEVENTH.

16

To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of Business such stockholder proposes to bring before the annual meeting (i) a brief description of the Business desired to be brought before the annual meeting and the reasons for conducting such Business at the annual meeting, (ii) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii)(A) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder and such beneficial owner and any Stockholder Associated Person, directly or indirectly (“Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and (iii) any person controlled by or under common control with such Stockholder Associated Person), (B) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, beneficial owner or Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation owned by any of them, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder, beneficial owner or Stockholder Associated Person has a right to vote any shares of any security of the corporation or any person has the right to vote their shares, (D) any short interest in any security of the corporation of such stockholder, beneficial owner or Stockholder Associated Person (for purposes of this provision a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the corporation owned beneficially by such stockholder, beneficial owner or Stockholder Associated Person that are separated or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or Stockholder Associated Person is a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner or Stockholder Associated Person is entitled to base on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such person’s immediate family sharing the same household (which information shall be supplemented by such person or beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such Business by such stockholder or beneficial owner and any material interest of such stockholder, beneficial owner or Stockholder Associated Person in such Business, (v) the names and addresses of other stockholders and beneficial owners known by the stockholder or beneficial owner proposing such Business to support the proposal, and the class and number of shares of the corporation’s capital stock known to be beneficially owned by such other stockholders and beneficial owners, (vi) a representation that such stockholder or beneficial owner intends to appear in person or by proxy at the annual meeting to bring such Business before the meeting, and (vii) whether such stockholder or beneficial owner has delivered or intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required to carry the proposal (an affirmative statement of such intent a “Solicitation Notice”).

17

No business shall be conducted at the annual meeting of stockholders except Business brought before the annual meeting in accordance with the procedures set forth in this ARTICLE TWENTY-SEVENTH, provided, however, that, once Business has been properly brought before the annual meeting in accordance with such procedures, nothing in this ARTICLE TWENTY-SEVENTH shall be deemed to preclude discussion by any stockholder of any such Business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman of the meeting may declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

18

Notwithstanding the foregoing provisions of ARTICLE TWENTY-SEVENTH, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these by-laws; provided, however, that any references in these by-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements of these by-laws applicable to nominations or proposals as to any other business to be considered pursuant to these by-laws, regardless of the stockholder’s intent to utilize Rule 14a-8 under the Exchange Act or other federal laws or rules. Nothing in these by-laws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent required by law, the certificate of incorporation or these by-laws.

FORUM SELECTION

TWENTY-EIGHTH:   Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine (the actions or proceedings described in clauses (i) through (iv) of this ARTICLE TWENTY-EIGHTH, collectively, an “Intracorporate Proceeding”) shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the jurisdiction has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of the capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE TWENTY-EIGHTH.

19

COST AND EXPENSES

TWENTY-NINTH:   To the fullest extent permitted by law, each stockholder will be liable to the corporation (and any subsidiaries or affiliates thereof) for, and indemnify and hold harmless the corporation (and any subsidiaries or affiliates thereof) from and against, all costs, expenses, penalties, fines or other amounts, including without limitation, reasonable attorneys’ and other professional fees, whether third party or internal, arising from such stockholder’s breach of or failure to fully comply with any covenant, condition or provision of these by-laws or the certificate of incorporation of the corporation (including, without limitation, ARTICLE TWENTY-SIXTH through ARTICLE TWENTY-NINTH of these by-laws) or any action by or against the corporation (or any subsidiaries or affiliates thereof), including without limitation, any derivative action or proceeding brought on behalf of the corporation or any other Intracorporate Proceeding in which such stockholder is not the prevailing party, and shall pay such amounts to such indemnitee on demand, together with interest on such amounts, which interest will accrue at the lesser of the corporation’s highest marginal borrowing rate and the maximum amount permitted by law, from the date such costs or the like are incurred until the receipt of payment.

AMENDMENTS OF BY-LAWS

THIRTIETH:   These by-laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or board of directors or at any special meeting called for that purpose, by affirmative vote of a majority of the stock issued and outstanding and entitled to vote or of a majority of the directors in office, as the case may be.

20

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Richard A. Hubbell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RPC, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Richard A. Hubbell
Date: November 3, 2014	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Ben M. Palmer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RPC, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Ben M. Palmer
Date: November 3, 2014	Ben M. Palmer
	Vice President, Chief Financial Officer, and Treasurer
	(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

To the best of their knowledge the undersigned hereby certify that the Quarterly Report on Form 10-Q of RPC, Inc. for the period ended September 30, 2014, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78m) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of RPC, Inc.

Date: November 3, 2014	/s/ Richard A. Hubbell
	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: November 3, 2014	/s/ Ben M. Palmer
	Ben M. Palmer
	Vice President, Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

EX-95.1

 Exhibit 95.1

MINE SAFETY ACT DISCLOSURE

Certain of our operations are classified as mines and are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. In the third quarter of 2014, we received no citations from the MSHA under the Mine Act for MSHA Property 47-03628 and for MSHA Property 47-03629.

XML

EMPLOYEE BENEFIT PLAN (Detail Textuals) (USD $)	9 Months Ended
	Sep. 30, 2014 Multiple Employers Retirement Income Plan	Sep. 30, 2013 Multiple Employers Retirement Income Plan	Sep. 30, 2014 Non-qualified Supplemental Retirement Plan ("SERP")	Dec. 31, 2013 Non-qualified Supplemental Retirement Plan ("SERP")
Multiemployer Plans [Line Item]
Contribution by employer for retirement income plan	$ 765,000	$ 800,000
SERP assets			$ 15,915,000	$ 13,963,000

XML

SUBSEQUENT EVENT (Detail Textuals) (Subsequent Event, Dividend declared, USD $)	1 Months Ended
	Oct. 28, 2014
Subsequent Event | Dividend declared
Subsequent Event [Line Items]
Cash dividend payable (in dollars per share)	$ 0.105
Dividends payable date	Dec. 10, 2014
Dividends payable record date	Nov. 10, 2014

XML

FAIR VALUE DISCLOSURES (Detail Textuals) (Revolving credit facility, USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Revolving credit facility
Line of Credit Facility [Line Items]
Outstanding borrowings under the facility	$ 152.0	$ 53.3

XML

STOCK-BASED COMPENSATION (Detail Textuals 1) (Restricted Stock, USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of shares vested	$ 20,634,000	$ 15,471,000
Tax benefits for compensation expense for restricted stock	4,378,000	3,157,000
Unrecognized compensation cost related to non-vested restricted shares	$ 39,884,000
Unrecognized compensation cost related to non-vested restricted shares recognized period	3.3 years

XML

NOTES PAYABLE TO BANKS (Tables)

9 Months Ended

Sep. 30, 2014

NOTES PAYABLE TO BANKS

Schedule of interest incurred on the credit facility, interest capitalized related to facilities and equipment under construction and the related weighted average interest rates

	Three months ended September 30						Nine months ended September 30
	2014			2013			2014			2013
(in thousands except interest rate data)
Interest incurred	$	655		$	474		$	1,541		$	1,640
Capitalized interest	$	180		$	246		$	392		$	735
Weighted average interest rate		2.1	%		4.6	%		2.5	%		3.4	%

XML

NOTES PAYABLE TO BANKS (Detail Textuals 1) (Revolving credit facility, Option 2, Eurodollar Borrowings)	9 Months Ended
	Sep. 30, 2014
Line of Credit Facility [Line Items]
Description of reference rate basis	Adjusted LIBOR
Minimum
Line of Credit Facility [Line Items]
Range of margin based on quarterly debt covenant calculation	1.125%
Maximum
Line of Credit Facility [Line Items]
Range of margin based on quarterly debt covenant calculation	2.125%

XML

EMPLOYEE BENEFIT PLAN - Net periodic benefit cost and related components (Details) (Multiple Employers Retirement Income Plan, USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Multiple Employers Retirement Income Plan
Multiemployer Plans [Line Item]
Service cost
Interest cost	487	436	1,460	1,306
Expected return on plan assets	(560)	(511)	(1,680)	(1,533)
Amortization of net losses	133	197	399	588
Net periodic benefit cost	$ 60	$ 122	$ 179	$ 361

XML

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Summary of components of accumulated other comprehensive (loss) income (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31	$ (10,115)		$ (14,246)
Change during the period:
Before-tax amount	(710)		(416)
Tax benefit	21		1
Reclassification adjustment, net of taxes:
Amortization of net loss	253	[1]	372
Total activity for the period	(436)		(43)
Balance at September 30	(10,551)		(14,289)
Pension Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31	(9,760)		(14,688)
Change during the period:
Before-tax amount
Tax benefit
Reclassification adjustment, net of taxes:
Amortization of net loss	253	[1]	372
Total activity for the period	253		372
Balance at September 30	(9,507)		(14,316)
Unrealized Gain (Loss) On Securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31	10		29
Change during the period:
Before-tax amount	(57)		(3)
Tax benefit	21		1
Reclassification adjustment, net of taxes:
Amortization of net loss		[1]
Total activity for the period	(36)		(2)
Balance at September 30	(26)		27
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at December 31	(365)		413
Change during the period:
Before-tax amount	(653)		(413)
Tax benefit
Reclassification adjustment, net of taxes:
Amortization of net loss		[1]
Total activity for the period	(653)		(413)
Balance at September 30	$ (1,018)

[1] Reported as part of selling, general and administrative expenses.

XML

REVENUES

9 Months Ended

Sep. 30, 2014

REVENUES

REVENUES

2. REVENUES

RPC’s revenues are generated principally from providing services and the related equipment. Revenues are recognized when the services are rendered and collectability is reasonably assured. Revenues from services and equipment are based on fixed or determinable priced purchase orders or contracts with the customer and do not include the right of return. Rates for services and equipment are priced on a per day, per unit of measure, per man hour or similar basis. Sales tax charged to customers is presented on a net basis within the consolidated statement of operations and excluded from revenues.

XML

NOTES PAYABLE TO BANKS (Detail Textuals 2) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014 Revolving credit facility	Dec. 31, 2013 Revolving credit facility	Sep. 30, 2014 Letter of credit subfacility
Line of Credit Facility [Line Items]
Threshold limit of ratio of debt to earnings before interest taxes depreciation and amortization	no more than 2.5 to 1
Debt-to-EBITDA ratio (in times)	2.5
Threshold limit of ratio of earnings before interest taxes depreciation and amortization to interest expenses	no less than 2 to 1
EBITDA to interest expense ratio (in times)	2
Outstanding borrowings under the facility		$ 152.0	$ 53.3	$ 24.1
Remaining borrowing capacity		$ 173.9

XML

EARNINGS PER SHARE (Detail Textuals) (Restricted Shares, USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Restricted Shares
Earnings Per Share [Line Items]
Reduction in reported basic earnings per share under the two class method	$ 0.02	$ 0.01	$ 0.06	$ 0.04

XML

EARNINGS PER SHARE - Reconciliation of weighted average shares outstanding (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
EARNINGS PER SHARE
Net income available for stockholders:	$ 64,885	$ 53,760	$ 167,556	$ 129,252
Less: Dividends paid	(22,939)	(21,892)	(68,822)	(65,923)
Undistributed earnings	$ 41,946	$ 31,868	$ 98,734	$ 63,329
Basic shares outstanding:
Common stock	211,604	210,899	211,552	211,493
Restricted shares of common stock	3,598	4,169	3,648	4,222
Basic shares outstanding, total	215,202	215,068	215,200	215,715
Diluted shares outstanding:
Common stock	211,604	210,899	211,552	211,493
Dilutive effect of stock based awards	1,132	1,074	1,116	1,147
Diluted shares outstanding excluding restricted shares of common stock, total	212,736	211,973	212,668	212,640
Restricted shares of common stock	3,598	4,169	3,648	4,222
Diluted shares outstanding, total	216,334	216,142	216,316	216,862

XML

INCOME TAXES (Detail Textuals)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
INCOME TAXES
Effective tax rate	38.60%	38.10%	39.00%	38.80%

XML

STOCK-BASED COMPENSATION - Stock-based employee compensation expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
STOCK-BASED COMPENSATION
Pre-tax expense	$ 2,398	$ 2,146	$ 7,115	$ 6,397
After tax expense	$ 1,523	$ 1,363	$ 4,518	$ 4,062

XML

STOCK-BASED COMPENSATION - Non-vested restricted shares activity (Details 1) (Restricted Stock, USD $)	9 Months Ended
	Sep. 30, 2014
Restricted Stock
Shares
Non-vested shares at December 31, 2013	4,114,800
Granted	657,375
Vested	(1,106,250)
Forfeited	(78,325)
Non-vested shares at September 30, 2014	3,587,600
Weighted Average Grant-Date Fair Value
Non-vested shares at December 31, 2013	$ 9.67
Granted	$ 18.84
Vested	$ 7.19
Forfeited	$ 10.28
Non-vested shares at September 30, 2014	$ 12.04

XML

GENERAL

9 Months Ended

Sep. 30, 2014

General [Abstract]

GENERAL

1. GENERAL

The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control.

In the opinion of management, all adjustments (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013.

A group that includes the Company’s Chairman of the Board, R. Randall Rollins, and his brother Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power.

XML

STOCK-BASED COMPENSATION (Detail Textuals) (2014 Stock Incentive Plan)	1 Months Ended
	Apr. 22, 2014
2014 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved shares of common stock	8,000,000
Term of reserved shares	10 years

XML

NOTES PAYABLE TO BANKS - Interest incurred on credit facility, interest capitalized related to facilities and equipment under construction, and related weighted average interest rates (Details) (Revolving credit facility, USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revolving credit facility
Line of Credit Facility [Line Items]
Interest incurred	$ 655	$ 474	$ 1,541	$ 1,640
Capitalized interest	$ 180	$ 246	$ 392	$ 735
Weighted average interest rate	2.10%	4.60%	2.50%	3.40%

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 8,522	$ 8,700
Accounts receivable, net	591,585	437,132
Inventories	153,948	126,604
Deferred income taxes	10,851	14,185
Income taxes receivable	11,081	5,720
Prepaid expenses	5,507	9,143
Other current assets	3,562	3,441
Total current assets	785,056	604,925
Property, plant and equipment, less accumulated depreciation of $1,199,595 in 2014 and $1,069,321 in 2013	775,714	726,307
Goodwill	32,150	31,861
Other assets	23,113	20,767
Total assets	1,616,033	1,383,860
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	182,123	119,170
Accrued payroll and related expenses	41,446	36,638
Accrued insurance expenses	5,526	6,072
Accrued state, local and other taxes	10,609	5,002
Income taxes payable	558
Other accrued expenses	1,214	1,170
Total current liabilities	241,476	168,052
Long-term accrued insurance expenses	10,082	10,225
Notes payable to banks	152,000	53,300
Long-term pension liabilities	22,786	21,966
Deferred income taxes	114,459	153,176
Other long-term liabilities	14,285	8,439
Total liabilities	555,088	415,158
Common stock	21,860	21,899
Capital in excess of par value
Retained earnings	1,049,636	956,918
Accumulated other comprehensive loss	(10,551)	(10,115)
Total stockholders' equity	1,060,945	968,702
Total liabilities and stockholders' equity	$ 1,616,033	$ 1,383,860

XML

FAIR VALUE DISCLOSURES - Valuation of financial instruments measured at fair value on a recurring basis (Details) (Fair value on a recurring basis, USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Quoted prices in active markets for identical assets (Level 1)
Assets:
Trading securities
Available for sale securities	388	445
Significant other observable inputs (Level 2)
Assets:
Trading securities	15,915	13,963
Available for sale securities
Significant unobservable inputs (Level 3)
Assets:
Trading securities
Available for sale securities

XML

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (USD $) In Thousands, unless otherwise specified	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Total
Balance at Dec. 31, 2013	$ 21,899		$ 956,918	$ (10,115)	$ 968,702
Balance (in shares) at Dec. 31, 2013	218,986
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued for stock incentive plans, net	57	7,058			7,115
Stock issued for stock incentive plans, net (in shares)	579
Stock purchased and retired	(96)	(11,436)	(6,016)		(17,548)
Stock purchased and retired (in shares)	(963)
Net income			167,556		167,556
Pension adjustment, net of taxes				253	253
Foreign currency translation				(653)	(653)
Unrealized loss on securities, net of taxes				(36)	(36)
Dividends declared			(68,822)		(68,822)
Excess tax benefits for share- based payments		4,378			4,378
Balance at Sep. 30, 2014	$ 21,860		$ 1,049,636	$ (10,551)	$ 1,060,945
Balance (in shares) at Sep. 30, 2014	218,602

XML

BUSINESS SEGMENT INFORMATION (Detail Textuals)	9 Months Ended
	Sep. 30, 2014 Reportable_Segment
BUSINESS SEGMENT INFORMATION
Number of reportable segments	2

XML

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2014

STOCK-BASED COMPENSATION

Schedule of stock-based employee compensation expense

	Three months ended				Nine months ended
	September 30				September 30
(in thousands)	2014		2013		2014		2013
Pre-tax expense	$	2,398	$	2,146	$	7,115	$	6,397
After tax expense	$	1,523	$	1,363	$	4,518	$	4,062

Schedule of summary of changes in non-vested restricted shares

	Shares			Weighted Average  Grant-Date Fair  Value
Non-vested shares at December 31, 2013		4,114,800		$	9.67
Granted		657,375			18.84
Vested		(1,106,250	)		7.19
Forfeited		(78,325	)		10.28
Non-vested shares at September 30, 2014		3,587,600		$	12.04

XML

INVENTORIES (Detail Textuals) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
INVENTORIES
Raw materials, parts and supplies of inventories	$ 153,948	$ 126,604

XML

EMPLOYEE BENEFIT PLAN (Tables)

9 Months Ended

Sep. 30, 2014

EMPLOYEE BENEFIT PLAN

Schedule of net periodic benefit cost and related components

	Three months ended September 30						Nine months ended September 30
(in thousands)	2014			2013			2014			2013
Service cost	$	-		$	-		$	-		$	-
Interest cost		487			436			1,460			1,306
Expected return on plan assets		(560	)		(511	)		(1,680	)		(1,533	)
Amortization of net losses		133			197			399			588
Net periodic benefit cost	$	60		$	122		$	179		$	361

Schedule of trading gains (losses) related to SERP assets

	Three months ended September 30					Nine months ended September 30
(in thousands)	2014			2013		2014		2013
Gains (losses), net	$	(253	)	$	806	$	384	$	1,374

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
OPERATING ACTIVITIES
Net income	$ 167,556	$ 129,252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other non-cash charges	171,382	160,706
Stock-based compensation expense	7,115	6,397
Loss on disposition of assets, net	11,321	5,665
Deferred income tax benefit	(35,508)	(10,579)
Excess tax benefits for share-based payments	(4,378)	(3,157)
(Increase) decrease in assets:
Accounts receivable	(154,687)	(2,677)
Income taxes receivable	(983)	(7,697)
Inventories	(27,746)	12,392
Prepaid expenses	3,494	5,646
Other current assets	(180)	1,095
Other non-current assets	(1,701)	(585)
Increase (decrease) in liabilities:
Accounts payable	53,170	10,924
Income taxes payable	558	(6,260)
Accrued payroll and related expenses	4,841	1,273
Accrued insurance expenses	(546)	(272)
Accrued state, local and other taxes	5,607	1,536
Other accrued expenses	38	(1,502)
Pension liabilities	1,218	2,121
Long-term accrued insurance expenses	(143)	589
Other long-term liabilities	5,846	(1,330)
Net cash provided by operating activities	206,274	303,537
INVESTING ACTIVITIES
Capital expenditures	(237,473)	(159,854)
Proceeds from sale of assets	14,980	8,578
Net cash used for investing activities	(222,493)	(151,276)
FINANCING ACTIVITIES
Payment of dividends	(68,822)	(65,923)
Borrowings from notes payable to banks	826,800	500,700
Repayments of notes payable to banks	(728,100)	(556,300)
Debt issue costs for notes payable to banks	(667)
Excess tax benefits for share-based payments	4,378	3,157
Cash paid for common stock purchased and retired	(17,548)	(25,121)
Net cash provided by (used for) financing activities	16,041	(143,487)
Net (decrease) increase in cash and cash equivalents	(178)	8,774
Cash and cash equivalents at beginning of period	8,700	14,163
Cash and cash equivalents at end of period	8,522	22,937
Supplemental cash flows disclosure:
Interest paid, net of amounts capitalized	836	1,145
Income taxes paid, net	136,647	106,728
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$ 29,495	$ 19,987

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Accumulated depreciation of property, plant and equipment	$ 1,199,595	$ 1,069,321

XML

INCOME TAXES

9 Months Ended

Sep. 30, 2014

INCOME TAXES

INCOME TAXES

10. INCOME TAXES

          The Company determines its periodic income tax benefit or expense based upon the current period income and the annual estimated tax rate for the Company adjusted for any change to prior period estimates. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

          For the three months ended September 30, 2014, the income tax provision reflects an effective tax rate of 38.6 percent, compared to an effective tax rate of 38.1 percent for the comparable period in the prior year. For the nine months ended September 30, 2014, the income tax provision reflects an effective tax rate of 39.0 percent, compared to an effective tax rate of 38.8 percent for the comparable period in the prior year.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Oct. 24, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	RPC INC
Entity Central Index Key	0000742278
Trading Symbol	res
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		218,601,969
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

XML

FAIR VALUE DISCLOSURES

9 Months Ended

Sep. 30, 2014

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES

11. FAIR VALUE DISCLOSURES

          The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:

1.	Level 1 – Quoted market prices in active markets for identical assets or liabilities.
2.	Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
3.	Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

  The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis in the balance sheets as of September 30, 2014 and December 31, 2013:

	Fair value measurements at September 30, 2014 with:
(in thousands)	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	-	$	15,915	$	-
Available for sale securities		388		-		-

	Fair value measurements at December 31, 2013 with:
(in thousands)	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	-	$	13,963	$	-
Available for sale securities		445		-		-

          The Company determines the fair value of the marketable securities that are available-for-sale through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. Significant observable inputs in addition to quoted market prices were used to value trading securities. As a result, the Company classified these investments as using level 2 inputs.

          The outstanding balance on the Revolving Credit Agreement was $152.0 million at September 30, 2014 and $53.3 million at December 31, 2013 which approximates fair value. The fair value of these borrowings was based on quotes from the lender (level 2 inputs). The borrowings under the Company’s revolving credit agreement bear interest at the variable rate described in Note 9. The Company is subject to interest rate risk on the variable component of the interest rate.

          The carrying amounts of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short-term nature of these instruments.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Revenues	$ 620,684	$ 491,121	$ 1,705,207	$ 1,374,508
Cost of revenues (exclusive of items shown below)	398,306	303,707	1,102,596	859,512
Selling, general and administrative expenses	50,814	47,096	147,125	139,621
Depreciation and amortization	57,219	53,211	169,241	158,799
Loss on disposition of assets, net	7,684	1,268	11,321	5,665
Operating profit	106,661	85,839	274,924	210,911
Interest expense	(456)	(283)	(842)	(1,565)
Interest income	4	8	14	73
Other (expense) income, net	(454)	1,279	457	1,643
Income before income taxes	105,755	86,843	274,553	211,062
Income tax provision	40,870	33,083	106,997	81,810
Net income	$ 64,885	$ 53,760	$ 167,556	$ 129,252
Earnings per share
Basic (in dollars per share)	$ 0.30	$ 0.25	$ 0.78	$ 0.60
Diluted (in dollars per share)	$ 0.30	$ 0.25	$ 0.77	$ 0.60
Dividends per share (in dollars per share)	$ 0.105	$ 0.100	$ 0.315	$ 0.300
Weighted average shares outstanding
Basic (in shares)	215,202	215,068	215,200	215,715
Diluted (in shares)	216,334	216,142	216,316	216,862

XML

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2014

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

5. STOCK-BASED COMPENSATION

In April 2014, the Company reserved 8,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of 10 years expiring in April 2024. This plan provides for the issuance of various forms of stock incentives, including, among others, incentive and non-qualified stock options and restricted shares. As of September 30, 2014, all of these shares were available for grant.

Stock-based employee compensation expense was as follows for the periods indicated:

	Three months ended				Nine months ended
	September 30				September 30
(in thousands)	2014		2013		2014		2013
Pre-tax expense	$	2,398	$	2,146	$	7,115	$	6,397
After tax expense	$	1,523	$	1,363	$	4,518	$	4,062

Restricted Stock

The following is a summary of the changes in non-vested restricted shares for the nine months ended September 30, 2014:

	Shares			Weighted Average  Grant-Date Fair  Value
Non-vested shares at December 31, 2013		4,114,800		$	9.67
Granted		657,375			18.84
Vested		(1,106,250	)		7.19
Forfeited		(78,325	)		10.28
Non-vested shares at September 30, 2014		3,587,600		$	12.04

The total fair value of shares vested during the nine months ended September 30, 2014 was $20,634,000 and during the nine months ended September 30, 2013 was $15,471,000. Tax benefits for compensation tax deductions in excess of compensation expense for restricted shares totaled $4,378,000 for the nine months ended September 30, 2014 and $3,157,000 for the nine months ended September 30, 2013. These tax benefits were credited to capital in excess of par value and classified as financing cash flows.

As of September 30, 2014, total unrecognized compensation cost related to non-vested restricted shares was $39,884,000 which is expected to be recognized over a weighted-average period of 3.3 years.

XML

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2014

EARNINGS PER SHARE

EARNINGS PER SHARE

4. EARNINGS PER SHARE

Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. The basic and diluted calculations differ as a result of the dilutive effect of stock options and time lapse restricted shares included in diluted earnings per share, but excluded from basic earnings per share. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities.

A reconciliation of weighted average shares outstanding is as follows:

	Three months ended September 30						Nine months ended September 30
(In thousands except per share data)	2014			2013			2014			2013
Net income available for stockholders:	$	64,885		$	53,760		$	167,556		$	129,252
Less: Dividends paid		(22,939	)		(21,892	)		(68,822	)		(65,923	)
Undistributed earnings	$	41,946		$	31,868		$	98,734		$	63,329
Basic shares outstanding:
Common stock		211,604			210,899			211,552			211,493
Restricted shares of common stock		3,598			4,169			3,648			4,222
		215,202			215,068			215,200			215,715
Diluted shares outstanding:
Common stock		211,604			210,899			211,552			211,493
Dilutive effect of stock based awards		1,132			1,074			1,116			1,147
		212,736			211,973			212,668			212,640
Restricted shares of common stock		3,598			4,169			3,648			4,222
		216,334			216,142			216,316			216,862

Reported basic EPS of the restricted shares of common stock under the two-class method generated the following reductions - $0.02 for the three months ended September 30, 2014 and $0.01 for the three months ended September 30, 2013; $0.06 for the nine months ended September 30, 2014 and $0.04 for the nine months ended September 30, 2013.

XML

BUSINESS SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2014

BUSINESS SEGMENT INFORMATION

Schedule of segment reporting information by segment

	Three months ended September 30						Nine months ended September 30
(in thousands)	2014			2013			2014			2013
Revenues:
Technical Services	$	576,908		$	458,168		$	1,588,270		$	1,276,209
Support Services		43,776			32,953			116,937			98,299
Total revenues	$	620,684		$	491,121		$	1,705,207		$	1,374,508
Operating profit:
Technical Services	$	102,849		$	86,183		$	267,462		$	210,807
Support Services		14,735			6,022			31,190			19,361
Corporate		(3,239	)		(5,098	)		(12,407	)		(13,592	)
Loss on disposition of assets, net		(7,684	)		(1,268	)		(11,321	)		(5,665	)
Total operating profit	$	106,661		$	85,839		$	274,924		$	210,911
Interest expense		(456	)		(283	)		(842	)		(1,565	)
Interest income		4			8			14			73
Other (expense) income, net		(454	)		1,279			457			1,643
Income before income taxes	$	105,755		$	86,843		$	274,553		$	211,062

Nine months ended September 30, 2014	Technical Services			Support Services			Corporate			Total
(in thousands)
Depreciation and amortization		$	145,054		$	23,727		$	460		$	169,241
Capital expenditures			213,244			23,360			869			237,473
Identifiable assets at September 30, 2014		$	1,384,353		$	168,123		$	63,557		$	1,616,033

Nine months ended September 30, 2013	Technical Services			Support Services			Corporate			Total
(in thousands)
Depreciation and amortization		$	134,599		$	23,687		$	513		$	158,799
Capital expenditures			129,599			29,104			1,151			159,854
Identifiable assets at September 30, 2013		$	1,080,177		$	193,069		$	79,083		$	1,352,329

XML

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

9 Months Ended

Sep. 30, 2014

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

12. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income consists of the following (in thousands):

	Pension Adjustment			Unrealized Gain (Loss) On Securities			Foreign Currency Translation			Total
Balance at December 31, 2013	$	(9,760	)	$	10		$	(365	)	$	(10,115	)
Change during the period:
Before-tax amount		-			(57	)		(653	)		(710	)
Tax benefit		-			21			-			21
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		253			-			-			253
Total activity for the period		253			(36	)		(653	)		(436	)
Balance at September 30, 2014	$	(9,507	)	$	(26	)	$	(1,018	)	$	(10,551	)

(1) Reported as part of selling, general and administrative expenses.

	Pension Adjustment			Unrealized Gain (Loss) On Securities			Foreign Currency Translation			Total
Balance at December 31, 2012	$	(14,688	)	$	29		$	413		$	(14,246	)
Change during the quarter:
Before-tax amount		-			(3	)		(413	)		(416	)
Tax benefit		-			1			-			1
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		372			-			-			372
Total activity for the quarter		372			(2	)		(413	)		(43	)
Balance at September 30, 2013	$	(14,316	)	$	27		$	-		$	(14,289	)

(1) Reported as part of selling, general and administrative expenses.

XML

EMPLOYEE BENEFIT PLAN

9 Months Ended

Sep. 30, 2014

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN

8.	EMPLOYEE BENEFIT PLAN
	The following represents the net periodic benefit cost and related components of the Company’s multiple employers Retirement Income Plan:

	Three months ended September 30						Nine months ended September 30
(in thousands)	2014			2013			2014			2013
Service cost	$	-		$	-		$	-		$	-
Interest cost		487			436			1,460			1,306
Expected return on plan assets		(560	)		(511	)		(1,680	)		(1,533	)
Amortization of net losses		133			197			399			588
Net periodic benefit cost	$	60		$	122		$	179		$	361

          The Company contributions to this plan were $765,000 during the nine months ended September 30, 2014 and $800,000 during the nine months ended September 30, 2013.

          The Company permits selected highly compensated employees to defer a portion of their compensation into the non-qualified Supplemental Retirement Plan (“SERP”). The SERP assets are marked to market and totaled $15,915,000 as of September 30, 2014 and $13,963,000 as of December 31, 2013. The SERP assets are reported in non-current other assets on the consolidated balance sheet and changes in the fair value of these assets are reported in the consolidated statement of operations as part of other (expense) income, net. Trading gains (losses) related to the SERP assets were approximately as follows:

	Three months ended September 30					Nine months ended September 30
(in thousands)	2014			2013		2014		2013
Gains (losses), net	$	(253	)	$	806	$	384	$	1,374

          The SERP deferrals and the distributions are recorded in pension liabilities with any changes in the fair value recorded as compensation cost.

XML

BUSINESS SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2014

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

6. BUSINESS SEGMENT INFORMATION

RPC’s service lines have been aggregated into two reportable oil and gas services segments, Technical Services and Support Services, because of the similarities between the financial performance and approach to managing the service lines within each of the segments, as well as the economic and business conditions impacting their business activity levels. Corporate includes selected administrative costs incurred by the Company that are not allocated to business units. Gains or losses on disposition of assets are reviewed by the Company’s chief decision maker on a consolidated basis, and accordingly the Company does not report these gains or losses at the segment level.

Technical Services include RPC’s oil and gas service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a customer’s well. These services include pressure pumping services, snubbing, coiled tubing, nitrogen pumping, well control consulting and firefighting, downhole tools, wireline, and fluid pumping services. These Technical Services are primarily used in the completion, production and maintenance of oil and gas wells. The principal markets for this segment include the United States, including the Gulf of Mexico, the mid-continent, southwest, Rocky Mountain and Appalachian regions, and international locations including primarily Africa, Australia, Canada, China and Mexico. Customers include major multi-national and independent oil and gas producers, and selected nationally-owned oil companies.

Support Services include RPC’s oil and gas service lines that primarily provide equipment for customer use or services to assist customer operations. The equipment and services include drill pipe and related tools, pipe handling, inspection and storage services and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels. The principal markets for this segment include the United States, including the Gulf of Mexico and the mid-continent regions, and selected international locations. Customers include domestic operations of major multi-national and independent oil and gas producers, and selected nationally-owned oil companies.

Inter-segment revenues are generally recorded in segment operating results at prices that management believes approximate prices for arm’s length transactions and are not material to operating results.

Certain information with respect to RPC’s business segments is set forth in the following tables:

	Three months ended September 30						Nine months ended September 30
(in thousands)	2014			2013			2014			2013
Revenues:
Technical Services	$	576,908		$	458,168		$	1,588,270		$	1,276,209
Support Services		43,776			32,953			116,937			98,299
Total revenues	$	620,684		$	491,121		$	1,705,207		$	1,374,508
Operating profit:
Technical Services	$	102,849		$	86,183		$	267,462		$	210,807
Support Services		14,735			6,022			31,190			19,361
Corporate		(3,239	)		(5,098	)		(12,407	)		(13,592	)
Loss on disposition of assets, net		(7,684	)		(1,268	)		(11,321	)		(5,665	)
Total operating profit	$	106,661		$	85,839		$	274,924		$	210,911
Interest expense		(456	)		(283	)		(842	)		(1,565	)
Interest income		4			8			14			73
Other (expense) income, net		(454	)		1,279			457			1,643
Income before income taxes	$	105,755		$	86,843		$	274,553		$	211,062

Nine months ended September 30, 2014	Technical Services			Support Services			Corporate			Total
(in thousands)
Depreciation and amortization		$	145,054		$	23,727		$	460		$	169,241
Capital expenditures			213,244			23,360			869			237,473
Identifiable assets at September 30, 2014		$	1,384,353		$	168,123		$	63,557		$	1,616,033

Nine months ended September 30, 2013	Technical Services			Support Services			Corporate			Total
(in thousands)
Depreciation and amortization		$	134,599		$	23,687		$	513		$	158,799
Capital expenditures			129,599			29,104			1,151			159,854
Identifiable assets at September 30, 2013		$	1,080,177		$	193,069		$	79,083		$	1,352,329

XML

INVENTORIES

9 Months Ended

Sep. 30, 2014

INVENTORIES

INVENTORIES

7.	INVENTORIES
	Inventories of $153,948,000 at September 30, 2014 and $126,604,000 at December 31, 2013 consist of raw materials, parts and supplies.

XML

NOTES PAYABLE TO BANKS

9 Months Ended

Sep. 30, 2014

NOTES PAYABLE TO BANKS

NOTES PAYABLE TO BANKS

9. NOTES PAYABLE TO BANKS

          The Company has a $350 million revolving credit facility with Banc of America Securities, LLC, SunTrust Robinson Humphrey, Inc, and Regions Capital Markets as Joint Lead Arrangers and Joint Book Managers, and a syndicate of other lenders. The facility includes a full and unconditional guarantee by the Company’s 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of RPC and its subsidiaries. The subsidiaries of the Company that are not guarantors are considered minor.

          The facility has a general term of five years and provides for an unsecured line of credit of up to $350 million, which includes a $50 million letter of credit subfacility, and a $25 million swingline subfacility. On January 17, 2014, the Company amended the revolving credit facility which extended the maturity date of all the revolving loans from August 31, 2015 to January 17, 2019. RPC incurred commitment fees and other debt related costs associated with the amendment of approximately $0.7 million. Interest rates on the amended loans were reduced by 0.125% at all pricing levels under the amended revolving credit facility. The amount of the swing line sub-facility as a result of the amendment was increased from $25 million to $35 million.

          The Company incurred loan origination fees and other debt related costs associated with the facility in the aggregate of approximately $3.0 million. These costs are being amortized to interest expense over the remaining term of the five year loan, and the net amount of $1.2 million at September 30, 2014 is classified as non-current other assets.

          Revolving loans under the Revolving Credit Agreement bear interest at one of the following two rates, at the Company’s election:

● the Base Rate, which is the highest of Bank of America’s “prime rate” for the day of the borrowing, a fluctuating rate per annum equal to the Federal Funds Rate plus 0.50%, and a rate per annum equal to the one (1) month LIBOR rate plus 1.00%; in each case plus a margin that ranges from 0.125% to 1.125% based on a quarterly debt covenant calculation; or

● with respect to any Eurodollar borrowings, Adjusted LIBOR (which equals LIBOR as increased to account for the maximum reserve percentages established by the U.S. Federal Reserve) plus a margin ranging from 1.125% to 2.125%, based upon a quarterly debt covenant calculation.

          In addition, the Company pays an annual fee ranging from 0.225% to 0.325%, based on a quarterly debt covenant calculation, of the unused portion of the credit facility.

          The facility contains customary terms and conditions, including certain financial covenants and restrictions on indebtedness, dividend payments, business combinations and other related items. Further, the facility contains financial covenants limiting the ratio of the Company’s consolidated debt-to-EBITDA to no more than 2.5 to 1, and limiting the ratio of the Company’s consolidated EBITDA to interest expense to no less than 2 to 1. The Company was in compliance with these covenants for the nine months ended September 30, 2014.

   At September 30, 2014, the Company had outstanding borrowings of $152.0 million under the facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaling $24.1 million; therefore, a total of $173.9 million of the facility was available.

          Interest incurred on the credit facility, interest capitalized related to facilities and equipment under construction, and the related weighted average interest rates were as follows for the periods indicated:

	Three months ended September 30						Nine months ended September 30
	2014			2013			2014			2013
(in thousands except interest rate data)
Interest incurred	$	655		$	474		$	1,541		$	1,640
Capitalized interest	$	180		$	246		$	392		$	735
Weighted average interest rate		2.1	%		4.6	%		2.5	%		3.4	%

XML

BUSINESS SEGMENT INFORMATION - Summary of information with respect to RPC's business segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:
Revenues	$ 620,684	$ 491,121	$ 1,705,207	$ 1,374,508
Operating profit:
Total operating profit	106,661	85,839	274,924	210,911
Interest expense	(456)	(283)	(842)	(1,565)
Interest income	4	8	14	73
Other (expense) income, net	(454)	1,279	457	1,643
Income before income taxes	105,755	86,843	274,553	211,062
Depreciation and amortization	57,219	53,211	169,241	158,799
Capital expenditures			237,473	159,854
Operating Segments
Revenues:
Revenues	620,684	491,121	1,705,207	1,374,508
Operating profit:
Total operating profit	106,661	85,839	274,924	210,911
Interest expense	(456)	(283)	(842)	(1,565)
Interest income	4	8	14	73
Other (expense) income, net	(454)	1,279	457	1,643
Income before income taxes	105,755	86,843	274,553	211,062
Depreciation and amortization			169,241	158,799
Capital expenditures			237,473	159,854
Identifiable assets	1,616,033	1,352,329	1,616,033	1,352,329
Operating Segments | Technical Services
Revenues:
Revenues	576,908	458,168	1,588,270	1,276,209
Operating profit:
Total operating profit	102,849	86,183	267,462	210,807
Depreciation and amortization			145,054	134,599
Capital expenditures			213,244	129,599
Identifiable assets	1,384,353	1,080,177	1,384,353	1,080,177
Operating Segments | Support Services
Revenues:
Revenues	43,776	32,953	116,937	98,299
Operating profit:
Total operating profit	14,735	6,022	31,190	19,361
Depreciation and amortization			23,727	23,687
Capital expenditures			23,360	29,104
Identifiable assets	168,123	193,069	168,123	193,069
Corporate
Operating profit:
Total operating profit	(3,239)	(5,098)	(12,407)	(13,592)
Depreciation and amortization			460	513
Capital expenditures			869	1,151
Identifiable assets	63,557	79,083	63,557	79,083
Loss on disposition of assets, net
Operating profit:
Total operating profit	$ (7,684)	$ (1,268)	$ (11,321)	$ (5,665)

XML

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2014

EARNINGS PER SHARE

Schedule of reconciliation of weighted average shares outstanding

	Three months ended September 30						Nine months ended September 30
(In thousands except per share data)	2014			2013			2014			2013
Net income available for stockholders:	$	64,885		$	53,760		$	167,556		$	129,252
Less: Dividends paid		(22,939	)		(21,892	)		(68,822	)		(65,923	)
Undistributed earnings	$	41,946		$	31,868		$	98,734		$	63,329
Basic shares outstanding:
Common stock		211,604			210,899			211,552			211,493
Restricted shares of common stock		3,598			4,169			3,648			4,222
		215,202			215,068			215,200			215,715
Diluted shares outstanding:
Common stock		211,604			210,899			211,552			211,493
Dilutive effect of stock based awards		1,132			1,074			1,116			1,147
		212,736			211,973			212,668			212,640
Restricted shares of common stock		3,598			4,169			3,648			4,222
		216,334			216,142			216,316			216,862

XML

FAIR VALUE DISCLOSURES (Tables)

9 Months Ended

Sep. 30, 2014

FAIR VALUE DISCLOSURES

Schedule of valuation of financial instruments measured at fair value on a recurring basis

	Fair value measurements at September 30, 2014 with:
(in thousands)	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	-	$	15,915	$	-
Available for sale securities		388		-		-

	Fair value measurements at December 31, 2013 with:
(in thousands)	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	-	$	13,963	$	-
Available for sale securities		445		-		-

XML

NOTES PAYABLE TO BANKS (Detail Textuals) (USD $)
In Millions, unless otherwise specified

1 Months Ended

9 Months Ended

Jan. 17, 2014

Sep. 30, 2014

Revolving credit facility

Line of Credit Facility [Line Items]

Amount of credit facility

$ 350

Percentage of ownership

100.00%

Term of line of credit facility

5 years

Commitment fees and other debt related costs

0.7

Decrease in interest rates on the revolving loans under the Credit Agreement

0.125%

Loan origination fees and other debt related costs

3.0

Non-current other assets net

1.2

Description of variable rate basis of debt instrument

Revolving loans under the Revolving Credit Agreement bear interest at one of the following two rates, at the Company’s election:

●   the Base Rate, which is the highest of Bank of America’s “prime rate” for the day of the borrowing, a fluctuating rate per annum equal to the Federal Funds Rate plus 0.50%, and a rate per annum equal to the one (1) month LIBOR rate plus 1.00%; in each case plus a margin that ranges from 0.125% to 1.125% based on a quarterly debt covenant calculation; or

●   with respect to any Eurodollar borrowings, Adjusted LIBOR (which equals LIBOR as increased to account for the maximum reserve percentages established by the U.S. Federal Reserve) plus a margin ranging from 1.125% to 2.125%, based upon a quarterly debt covenant calculation.

Revolving credit facility | Minimum

Line of Credit Facility [Line Items]

Fees on unused portion of facility

0.225%

Revolving credit facility | Maximum

Line of Credit Facility [Line Items]

Fees on unused portion of facility

0.325%

Revolving credit facility | Option 1 A

Line of Credit Facility [Line Items]

Basis spread on variable rate

0.50%

Description of reference rate basis

Federal Funds Rate

Revolving credit facility | Option 1 A | Minimum

Line of Credit Facility [Line Items]

Range of margin based on quarterly debt covenant calculation

0.125%

Revolving credit facility | Option 1 A | Maximum

Line of Credit Facility [Line Items]

Range of margin based on quarterly debt covenant calculation

1.125%

Revolving credit facility | Option 1 B

Line of Credit Facility [Line Items]

Basis spread on variable rate

1.00%

Description of reference rate basis

LIBOR rate

Revolving credit facility | Option 1 B | Minimum

Line of Credit Facility [Line Items]

Range of margin based on quarterly debt covenant calculation

0.125%

Revolving credit facility | Option 1 B | Maximum

Line of Credit Facility [Line Items]

Range of margin based on quarterly debt covenant calculation

1.125%

Letter of credit subfacility

Line of Credit Facility [Line Items]

Amount of credit facility

50

Swingline subfacility

Line of Credit Facility [Line Items]

Amount of credit facility

$ 35

$ 25

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement Of Income and Comprehensive Income [Abstract]
Net income	$ 64,885	$ 53,760	$ 167,556	$ 129,252
Other comprehensive income (loss):
Pension adjustment and reclassification adjustment, net of taxes	85	125	253	372
Foreign currency translation	(649)	214	(653)	(413)
Unrealized gain (loss) on securities, net of taxes	(38)	28	(36)	(2)
Comprehensive income	$ 64,283	$ 54,127	$ 167,120	$ 129,209

XML

RECENT ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2014

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

3. RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Pronouncements:

● Accounting Standards Update 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in this ASU require that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the parent should release the cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. Sale of an investment in a foreign entity includes both: (1) events that result in the loss of a controlling financial interest in a foreign entity; and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date. The Company adopted these provisions in the first quarter of 2014 and adoption did not have a material impact on the Company’s consolidated financial statements.

● Accounting Standards Update 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in this ASU requires an unrecognized tax benefit, or a portion of thereof, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward. The only exception would be if the deferred taxes related to these items are not available to settle any additional income taxes that would result from the disallowance of a tax position either by statute or at the entity’s choosing. In such cases, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company adopted these provisions in the first quarter of 2014 and adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted:

● Accounting Standards Update No. 2014-15, Presentation of Financial Statements —Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The provisions in this ASU are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt the provisions for the year ending December 31, 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

● Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step process – (i) identifying the contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The Company plans to adopt these provisions in the first quarter of 2017 and is currently evaluating the impact of these provisions on its financial statements. Early adoption is not permitted.

● Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU require that only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 with early adoption permitted. The Company plans to adopt these provisions in the first quarter of 2015 and does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

XML

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)

9 Months Ended

Sep. 30, 2014

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Schedule of accumulated other comprehensive (loss) income

	Pension Adjustment			Unrealized Gain (Loss) On Securities			Foreign Currency Translation			Total
Balance at December 31, 2013	$	(9,760	)	$	10		$	(365	)	$	(10,115	)
Change during the period:
Before-tax amount		-			(57	)		(653	)		(710	)
Tax benefit		-			21			-			21
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		253			-			-			253
Total activity for the period		253			(36	)		(653	)		(436	)
Balance at September 30, 2014	$	(9,507	)	$	(26	)	$	(1,018	)	$	(10,551	)

(1) Reported as part of selling, general and administrative expenses.

	Pension Adjustment			Unrealized Gain (Loss) On Securities			Foreign Currency Translation			Total
Balance at December 31, 2012	$	(14,688	)	$	29		$	413		$	(14,246	)
Change during the quarter:
Before-tax amount		-			(3	)		(413	)		(416	)
Tax benefit		-			1			-			1
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		372			-			-			372
Total activity for the quarter		372			(2	)		(413	)		(43	)
Balance at September 30, 2013	$	(14,316	)	$	27		$	-		$	(14,289	)

(1) Reported as part of selling, general and administrative expenses.

XML

EMPLOYEE BENEFIT PLAN - Trading results related to SERP (Details 1) (Non-qualified Supplemental Retirement Plan ("SERP"), USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Non-qualified Supplemental Retirement Plan ("SERP")
Multiemployer Plans [Line Item]
Gains (losses), net	$ (253)	$ 806	$ 384	$ 1,374

XML

SUBSEQUENT EVENT

9 Months Ended

Sep. 30, 2014

SUBSEQUENT EVENT

SUBSEQUENT EVENT

13. SUBSEQUENT EVENT

On October 28, 2014, the Board of Directors approved a $0.105 per share cash dividend payable December 10, 2014 to stockholders of record at the close of business November 10, 2014.