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. (Check one):

The aggregate market value of RPC, Inc. Common Stock held by non-affiliates on June 30, 2010,2013, the last business day of the registrant’s most recently completed second fiscal quarter, was $384,671,517$852,785,460 based on the closing price on the New York Stock Exchange on June 30, 20102013 of $13.65$13.81 per share.

RPC, Inc. had 147,964,000219,289,400 shares of Common Stock outstanding as of February 18, 2011.14, 2014.

Portions of the Proxy Statement for the 20112014 Annual Meeting of Stockholders of RPC, Inc. are incorporated by reference into Part III, Items 10 through 14 of this report.

Throughout this report, we refer to RPC, Inc., together with its subsidiaries, as “we,” “us,” “RPC” or “the Company.”

The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” 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. We caution you that such statements are only predictions and not guarantees of future performance and that actual results, developments and business decisions may differ from those envisioned by the forward-looking statements.  See “Risk Factors” contained in Item 1A. for a discussion of factors that may cause actual results to differ from our projections.

RPC is a Delaware corporation originally organized in 1984 as a holding company for several oilfield services companies and is headquartered in Atlanta, Georgia.

RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the southwest, mid-continent, Gulf of Mexico, mid-continent, southwest, Rocky Mountain and northeastAppalachian regions, and in selected international markets.  The services and equipment provided include, among others, (1) pressure pumping services, (2) downhole tool services, (3) coiled tubing services, (3)(4) snubbing services (also referred to as hydraulic workover services), (4)(5) nitrogen services, (5)(6) the rental of drill pipe and other specialized oilfield equipment, (6) downhole tool services and (7) well control. RPC acts as a holding company for its operating units, Cudd Energy Services, Patterson Rental and Fishing Tools, Bronco Oilfield Services, Thru Tubing Solutions, Well Control School, and others.  As of December 31, 2010,2013, RPC had approximately 2,5003,900 employees.

RPC’s service lines have been aggregated into two reportable oil and gas services business 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.

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. The demand for these services is generally influenced by customers’ decisions to invest capital toward initiating production in a new oil or natural gas well, improving production flows in an existing formation, or to address well control issues. This business segment consists primarily of pressure pumping, downhole tools, coiled tubing, snubbing, nitrogen, well control, wireline and fishing. The principal markets for this business segment include the United States, including the southwest, mid-continent, Gulf of Mexico, mid-continent, southwest, Rocky Mountain and Appalachian regions, and contract or project work in selected international locations in the last three years including primarily Africa, Canada, China, Eastern Europe, Latin America, the Middle East and New Zealand.markets.  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, pipe 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, mid-continent, Rocky Mountain and Appalachian regions and project work in selected international locations in the last three years including primarily Canada, Latin America and the Middle East. Customers primarily include domestic operations of major multi-national and independent oil and gas producers, and selected nationally owned oil companies.

The following is a description of the primary service lines conducted within the Technical Services business segment:

 For non-oilfield industrial users, nitrogen can be used to purge pipelines and create a non-combustible environment. RPC stores and transports nitrogen and has a number of pumping unit configurations that inject nitrogen in its various applications. Some of these pumping units are set up for use on offshore platforms or inland waters. RPC purchases its nitrogen in liquid form from several suppliers and believes that these sources of supply are adequate.

The Company’s professional firefighting staff has many years of aggregate industry experience in responding to well fires and blowouts. This team of experts responds to well control situations where hydrocarbons are escaping from a well bore,wellbore, regardless of whether a fire has occurred. In the most critical situations, there are explosive fires, the destruction of drilling and production facilities, substantial environmental damage and the loss of hundreds of thousands of dollars per day in well operators’ production revenue. Since these events ordinarily arise from equipment failures or human error, it is impossible to predict accurately the timing or scope of this work. Additionally, less critical events frequently occur in connection with the drilling of new wells in high-pressure reservoirs. In these situations, the Company is called upon to supervise and assist in the well control effort so that drilling operations can resume as promptly as safety permits.

The following is a description of the primary service lines conducted within the Support Services business segment:

Patterson Rental Tools offers a broad range of rental tools including:

Refer to Note 12 in the Notes to the Consolidated Financial Statements for additional financial information on our business segments.

Due to aging oilfields and lower-cost sources of oil internationally, the drilling rig count in the U.S. has declined by approximately 6361 percent from its peak in 1981.  DueHowever, due to recently enhanced technology, however, more wells are being drilled, and these wells are increasingly productive.  For these reasons, the domestic production of oil and natural gas remains roughly equivalenthas risen to prior years.  Record low drillingrecord levels, and we estimate that the domestic production of crude oil during 2013 was at its highest level since 1989.  Oil and gas industry activity levels were experiencedhave historically been volatile, experiencing multiple cycles, including down cycle troughs in 1986, 1992, 1999 (with April 1999 recording the lowest U.S. drilling rig count in the industry’s history), 2002 and again in 2009.

The rig count during the peak of the most recent prior cycle peakedoccurred at the end of the third quarter of 2008, and began to decline sharply during the fourth quarter of 2008.  U.S. domestic drilling activity declined by 57 percent from the third quarter of 2008 to the second quarter of 2009, which was the steepest annualized decline rate in the industry’s history.   Between the second quarter of 2009 and the endfourth quarter of 2010,2011, U.S. domestic drilling activity increased by 93129 percent but is 17before declining gradually throughout the remainder of 2011 and 2012.  At the end of 2013, the U.S. domestic rig count was approximately 100 percent lowerhigher than the prior cyclical peak intrough recorded during the thirdsecond quarter of 2008.  As of a recent date2009.

The fluctuations in 2011, U.S. domestic drilling activity has increased by approximately two percent compared tosince 2008 are consistent with the fourth quarterchanges in the prices of 2010.

SinceFrom 2001 andto 2009, gas drilling rigs represented an increasing percentage of the total drilling rig count, and have represented over 7080 percent of the drilling rig count during these years.count.  In 2010, the percentage of drilling rigs drilling for natural gas declined,began to decline, and represented 61by the end of 2013 had fallen to approximately 21 percent of total drilling activity.  Although the demand trend for natural gas is continuing to rise,has remained stable, the price of natural gas has remained lowfallen in recent years due to increased domestic reserves and productivity of new wells.  In contrast,The price of natural gas rose during 2013 and has risen again early in 2014 to levels not observed since the first quarter of 2010, and the amount of U.S. domestic natural gas in storage was approximately 27 percent below its five-year average.  Although the current industry metrics regarding natural gas are favorable, we do not believe that they are sufficient to encourage renewed natural gas-directed drilling because of continued record natural gas production levels and the opinion among our customers that the high price of natural gas is due to unseasonably cold weather in the first quarter of 2014 and will not be sustainable in the near term.  Although the price of oil has increased,did not increase significantly during 2013 or early in the first quarter of 2014, it remains high, and producers in the domestic market have started to exploit neware exploiting resource plays that are economical at current high oil prices   Theprices.  Although natural gas-directed drilling activity has declined to its lowest level in almost 19 years, the long-term demand outlook for natural gas is still favorable because, unlike oil, foreign imports of natural gas do not compete with domestic production to a meaningful degree. This lack of foreign competition tends to keep prices high enough to ensure that domestic drilling and production will continue at certain minimum levels.  Based on current demand levels for natural gas as well as the high oil and gas well depletion rates experienced over the past several years, it is anticipatedWe anticipate that gas-directedoil-directed drilling will continue to represent the majority of the total drilling rig count unless the sustained level of demand for natural gas increases significantly due to U.S. exports of natural gas or changes in demand due to increased use of natural gas as a transportation fuel or for other purposes.   We continue to believe in the foreseeable future.long-term growth opportunities for our business due to the continued high demand for hydrocarbons generally and the growing production of oil in the domestic U.S. market in particular.  Furthermore, we note that the techniques used to extract oil and natural gas in the U.S. domestic market increasingly require the types of services that RPC provides to its customers, so the composition of the U.S. domestic drilling rig count is not as meaningful as the overall level of drilling activity.

In addition, thereThere are certain types of wells being drilled in the U.S. domestic market for which there is a higher demand for RPC’s services.  Known as either directional or horizontal wells, these wells are more difficult and costly to complete. These wells are predominantly natural gas wells, although they areThey have become an increasingly being drilled for oil as well.large percentage of the U.S. domestic market, and since the third quarter of 2008, have consistently comprised the majority of U.S. domestic drilling.  Because they are drilled through a typically narrow formation and the formation is typically a relatively impermeable formation such as shale, they require additional stimulation when they are completed. Also, many of these formations require high pumping rates of stimulation fluids under high pressures, which in turn means that there isrequires a great deal of pressure pumping horsepower required to complete the well.  Furthermore, since they are not drilled in a straight vertical direction from the Earth’s surface, they require tools and drilling mechanisms that are flexible, rather than rigid, and can be steered once they are downhole.  Specifically, these types of wells require RPC’s pressure pumping and coiled tubing services, as well as our downhole tools and services.

RPC provides services to its international customers through branch locations or wholly owned foreign subsidiaries. The international market is prone to political uncertainties, including the risk of civil unrest and conflicts.  However, due to the significant investment requirement and complexity of international projects, customers’ drilling decisions relating to such projects tend to be evaluated and monitored with a longer-term perspective with regard to oil and natural gas pricing, and therefore have the potential to be more stable than most U.S. domestic operations.  Additionally, the international market is dominated by major oil companies and national oil companies which tend to have different objectives and more operating stability than the typical independent oil and gas producer in the U.S.  Predicting the timing and duration of contract work is not possible.  Pursuing selective international opportunities for revenue growth continues to be a strong emphasis for RPC. Refer to Note 12 in the Notes to Consolidated Financial Statements for further information on our international operations.

RPC’s primary objective is to generate excellent long-term returns on investment through the effective and conservative management of its invested capital thus yieldingto generate strong cash flow.  This objective continues to be pursued through strategic investments and opportunities designed to enhance the long-term value of RPC while improving market share, product offerings and the profitability of existing businesses.  Growth strategies are focused on selected customers and markets in which we believe there exist opportunities for higher growth, customer and market penetration, or enhanced returns achieved through consolidations or through providing proprietary value-added products and services.  RPC intends to focus on specific market segments in which it believes that it has a competitive advantage and on potential large customers who have a long-term need for our services in markets in which we operate.

RPC has a revolving credit facility to fund the purchase of revenue-producing equipment and other working capital requirements.  During the third quarter of 2010, we renewed ourIn January 2014, this facility to fund our ongoing capital needs.was extended for five years.  We have pursued this capital source because of the high returns on investment that have been generated by many of our service lines during the previous several years, and because of the low cost and ready availability of debt capital. During 2009 we reduced capital expenditures due to the industry downturn2011 and the resulting lowerfirst two quarters of 2012, we purchased additional revenue-producing equipment to support high industry activity levels.  Our scheduled purchases of equipment declined during the third and fourth quarters of 2012 and during 2013 as pricing for our services became increasingly competitive, and the anticipated near-term expectedfinancial returns on investment.  However, we increased our purchasesof a larger fleet of revenue-producing equipment in 2010also declined.  The outstanding balance on our credit facility at the end of 2013 was lower than at the end of the prior year due to support new and projected significant customer agreements.  In spite of increaseda reduction in capital expenditures and working capital, requirements during 2010, at the end of the yearand our levelratio of debt wasto total capitalization continues to be conservative compared to a number of our peers.  Furthermore, we believe that the favorable long-term returns on investment in our revenue-producing equipment justify financing their purchase using debt.

Demand for RPC’s services and products depends primarily upon the number of oil and natural gas wells being drilled, the depth and drilling conditions of such wells, the number of well completions and the level of production enhancement activity worldwide. RPC’s principal customers consist of major and independent oil and natural gas producing companies.  During 2010,2013, RPC provided oilfield services to several hundred customers.  Of these customers, only one, Chesapeake Energy Corporation at approximately 15 percentnone of revenues,which accounted for more than 10 percent of revenues.  RPC believes that its relationship with this customer is good.  Although the Company believes that we would be able to obtain other customers for our services in the event of the loss of this major customer, the loss of this customer could have a material adverse effect on Company revenues and operating results in the near term.

Sales are generated by RPC’s sales force and through referrals from existing customers.  During 2010Over the past three years we have from time to time entered into several agreements, with terms beyond one year, to provide services to certain domestic customers.  These agreements represent a growing percentage of our revenues, and weWe monitor closely the financial condition of these customers, their capital expenditure plans, and other indications of their drilling and completion activities.  Due to the short lead time between ordering services or equipment and providing services or delivering equipment, there is no significant sales backlog in most of our service lines.

RPC operates in highly competitive areas of the oilfield services industry.  RPC’sOur products and services are sold in highly competitive markets, and itsthe revenues and earnings generated are affected by changes in prices for our services, fluctuations in the level of customer activity in major markets, general economic conditions and governmental regulation.  RPC competes with many large and small oilfield industry competitors, including the largest integrated oilfield services companies.  Strong oilfield activity during the past several years and the availability of capital have encouraged several new, smaller companies to seek debt and equity capital and accelerate their growth rates.  The presence of these new competitors has increased competitive pricing pressures as domestic oilfield activity moderated during the third and fourth quarters of 2011 and throughout 2012 and 2013.  Although the growth in the overall domestic fleet of revenue-producing equipment has moderated, pricing for our services remains competitive.   RPC believes that the principal competitive factors in the market areas that it serves are product availability and quality of our equipment and raw materials used to provide our services, service quality, and availability, reputation for safety and technical proficiency, and price.

The oil and gas services industry includes a small number of dominant global competitors including, among others, Halliburton Energy Services Group, a division of Halliburton Company, Baker Hughes and Schlumberger Ltd., and a significant number of locally oriented businesses.

RPC’s equipment consists primarily of oil and gas services equipment used either in servicing customer wells or provided on a rental basis for customer use. Substantially all of this equipment is Company owned.  RPC purchases oilfield service equipment from a limited number of manufacturers.  These manufacturers of our oilfield service equipment may not be able to meet our requests for timely delivery during periods of high demand which may result in delayed deliveries of equipment and higher prices for equipment.

RPC both owns and leases regional and district facilities from which its oilfield services are provided to land-based and offshore customers. RPC’s principal executive offices in Atlanta, Georgia are leased. The Company ownshas two primary administrative buildings, one it leases in Houston,The Woodlands, Texas that includes the Company’s operations, engineering, sales and marketing headquarters, and one it owns in Houma, Louisiana that includes certain administrative functions. RPC believes that its facilities are adequate for its current operations.  For additional information with respect to RPC’s lease commitments, see Note 9 of the Notes to Consolidated Financial Statements.

RPC’s business is affected by state, federal and foreign laws and other regulations relating to the oil and gas industry, as well as laws and regulations relating to worker safety and environmental protection. RPC cannot predict the level of enforcement of existing laws and regulations or how such laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on it, its businesses or financial condition.

In addition, our customers are affected by laws and regulations relating to the exploration for and production of natural resources such as oil and natural gas. These regulations are subject to change, and new regulations may curtail or eliminate our customers’ activities in certain areas where we currently operate. We cannot determine the extent to which new legislation may impact our customers’ activity levels, and ultimately, the demand for our services.

RPC uses several patented items in its operations, which management believes are important but are not indispensable to RPC’s success. Although RPC anticipates seeking patent protection when possible, it relies to a greater extent on the technical expertise and know-how of its personnel to maintain its competitive position.

RPC makes available, free of charge, on its website, www.rpc.net, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the same day as they are filed with the Securities and Exchange Commission.

Oil and natural gas prices affect demand throughout the oil and gas industry, including the demand for our products and services. Our business depends in large part on the conditions of the oil and gas industry, and specifically on the capital investments of our customers related to the exploration and production of oil and natural gas. When these capital investments decline, our customers’ demand for our services declines.

Although the production sector of the oil and gas industry is less immediately affected by changing prices, and, as a result, less volatile than the exploration sector, producers react to declining oil and gas prices by curtailing capital spending, which would adversely affect our business. A prolonged low level of customer activity in the oil and gas industry will adversely affect the demand for our products and services and our financial condition and results of operations.

We operate in highly competitive areas of the oilfield services industry. The products and services in our industry segments are sold in highly competitive markets, and our revenues and earnings have in the past been affected by changes in competitive prices, fluctuations in the level of activity in major markets and general economic conditions. We compete with the oil and gas industry’s many large and small industry competitors, including the largest integrated oilfield service providers. We believe that the principal competitive factors in the market areas that we serve are product and service quality and availability, reputation for safety, technical proficiency and price. Although we believe that our reputation for safety and quality service is good, we cannot assure you that we will be able to maintain our competitive position.

Acquisitions have been and may continue to be a key element of our business strategy. We cannot assure you that we will be able to identify and acquire acceptable acquisition candidates on terms favorable to us in the future. We may be required to incur substantial indebtedness to finance future acquisitions and also may issue equity securities in connection with such acquisitions. The issuance of additional equity securities could result in significant dilution to our stockholders. We cannot assure you that we will be able to integrate successfully the operations and assets of any acquired business with our own business. Any inability on our part to integrate and manage the growth from acquired businesses could have a material adverse effect on our results of operations and financial condition.

Our operations are directly affected by the weather conditions in several domestic regions, including the Gulf of Mexico, the Gulf Coast, the mid-continent, the Rocky Mountains and the Northeast.Appalachian region. Hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast during certain times of the year may also affect our operations, and severe hurricanes may affect our customers’ activities for a period of several years.  While the impact of these storms may increase the need for certain of our services over a longer period of time, such storms can also decrease our customers’ activities immediately after they occur.  Such hurricanes may also affect the prices of oil and natural gas by disrupting supplies in the short term, which may increase demand for our services in geographic areas not damaged by the storms.  Prolonged rain, snow or ice in many of our locations may temporarily prevent our crews and equipment from reaching customer work sites.  Due to seasonal differences in weather patterns, our crews may operate more days in some periods than others. Accordingly, our operating results may vary from quarter to quarter, depending on the impact of these weather conditions.

Our ability to be productive and profitable will depend substantially on our ability to attract and retain skilled workers. Our ability to expand our operations is, in part, impacted by our ability to increase our labor force. A significant increase in the wages paid by competing employers could result in a reduction in our skilled labor force, increases in the wage rates paid by us, or both. If either of these events occurred, our capacity and profitability could be diminished, and our growth potential could be impaired.

Substantially all of our customers operate in the energy industry. This concentration of customers in one industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables.

During 2010,At times our business has had a concentration of one or more major customers.  In 2013 and 2012, none of our customers exceeded 10 percent of our total revenues, while in 2011, one of our largest customers accounted for approximately 1512 percent of our total revenues.    This relianceIn addition, no customer accounted for more than ten percent of accounts receivable as of December 31, 2013 and 2012.  Reliance on a large customer for a significant portion of our total revenues exposescould expose us to the risk that the loss or reduction in revenues from this customer, which could occur unexpectedly, could have a material and disproportionate adverse impact upon our revenues and operating results.

Our operations involve the use of heavy equipment and exposure to inherent risks, including blowouts, explosions and fires. If any of these events were to occur, it could result in liability for personal injury and property damage, pollution or other environmental hazards or loss of production. Litigation may arise from a catastrophic occurrence at a location where our equipment and services are used. This litigation could result in large claims for damages. The frequency and severity of such incidents will affect our operating costs, insurability and relationships with customers, employees and regulators. These occurrences could have a material adverse effect on us. We maintain what we believe is prudent insurance protection. We cannot assure you that we will be able to maintain adequate insurance in the future at rates we consider reasonable or that our insurance coverage will be adequate to cover future claims and assessments that may arise.

Our business is significantly affected by stringent environmental laws and other regulations relating to the oil and gas industry and by changes in such laws and the level of enforcement of such laws. We are unable to predict the level of enforcement of existing laws and regulations, how such laws and regulations may be interpreted by enforcement agencies or court rulings, or whether additional laws and regulations will be adopted. The adoption of laws and regulations curtailing exploration and development of oil and gas fields in our areas of operations for economic, environmental or other policy reasons would adversely affect our operations by limiting demand for our services. We also have potential environmental liabilities with respect to our offshore and onshore operations, and could be liable for cleanup costs, or environmental and natural resource damage due to conduct that was lawful at the time it occurred, but is later ruled to be unlawful. We also may be subject to claims for personal injury and property damage due to the generation of hazardous substances in connection with our operations. We believe that our present operations substantially comply with applicable federal and state pollution control and environmental protection laws and regulations. We also believe that compliance with such laws has had no material adverse effect on our operations to date. However, such environmental laws are changed frequently. We are unable to predict whether environmental laws will, in the future, materially adversely affect our operations and financial condition. Penalties for noncompliance with these laws may include cancellation of permits, fines, and other corrective actions, which would negatively affect our future financial results.

Our operations in various countries including, but not limited to, Africa, Canada, China, Eastern Europe, Latin America, the Middle East and New Zealand are subject to risks. These risks include, but are not limited to, political changes, expropriation, currency restrictions and changes in currency exchange rates, taxes, boycotts and other civil disturbances.  The occurrence of any one of these events could have a material adverse effect on our operations.

Historically, the market price of common stock of companies engaged in the oil and gas services industry has been highly volatile. Likewise, the market price of our common stock has varied significantly in the past.

The Company has elected the “Controlled Corporation” exemption under RuleSection 303A of the New York Stock Exchange (“NYSE”) Listed Company Guide.Manual. The Company is a “Controlled Corporation” because 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. As a “Controlled Corporation,” the Company need not comply with certain NYSE rules including those requiring a majority of independent directors.

The availability of RPC’s common stock to the investing public may be limited to those shares not held by the executive officers, directors and their affiliates, which could negatively impact RPC’s stock trading prices and affect the ability of minority stockholders to sell their shares. Future sales by executive officers, directors and their affiliates of all or a portion of their shares could also negatively affect the trading price of our common stock.

RPC’s certificate of incorporation, bylaws and other documents contain provisions including advance notice requirements for stockholder proposals and staggered terms for the Board of Directors.  These provisions may make a tender offer, change in control or takeover attempt that is opposed by RPC’s Board of Directors more difficult or expensive.

We purchase equipment provided by a limited number of manufacturers who specialize in oilfield service equipment.  During periods of high demand, these manufacturers may not be able to meet our requests for timely delivery, resulting in delayed deliveries of equipment and higher prices for equipment.  There are a limited number of suppliers for certain materials used in pressure pumping services, our largest service line.  While these materials are generally available, supply disruptions can occur due to factors beyond our control.  Such disruptions, delayed deliveries, and higher prices can limit our ability to provide services, or increase the costs of providing services, thus reducing our revenues and profits.

Our business requires a great deal of capital in order to maintain our equipment and increase our fleet of equipment to expand our operations, and we have access to our $350 million credit facility to fund our necessary working capital and equipment requirements. Most of our existing credit facility bears interest at a floating rate, which exposes us to market risks as interest rates rise.  If our existing capital resources become unavailable, inadequate or unfavorable for purposes of funding our capital requirements, we would need to raise additional funds through alternative debt or equity financings to maintain our equipment and continue our growth.  Such additional financing sources may not be available when we need them, or may not be available on favorable terms.  If we fund our growth through the issuance of public equity, the holdings of stockholders will be diluted.  If capital generated either by cash provided by operating activities or outside financing is not available or sufficient for our needs, we may be unable to maintain our equipment, expand our fleet of equipment, or take advantage of other potentially profitable business opportunities, which could reduce our future revenues and profits.

None.

RPC owns or leases approximately 100120 offices and operating facilities. The Company leases approximately 17,25018,600 square feet of office space in Atlanta, Georgia that serves as its headquarters, a portion of which is allocated and charged to Marine Products Corporation.  See “Related Party Transactions” contained in Item 7.  The lease agreement on the headquarters is effective through October 2013.2020.  RPC believes its current operating facilities are suitable and adequate to meet current and reasonably anticipated future needs.  Descriptions of the major facilities used in our operations are as follows:

Houma, Louisiana — Administrative office

Houston, Texas — Pipe storage terminal and inspection sheds

Houston,Kilgore, Texas — Operations, sales and administrative officeequipment storage yards

Elk City, OklahomaOdessa, Texas — Operations, sales and equipment storage yards

Rock Springs, Wyoming — Operations, sales and equipment storage yards

Lafayette, LouisianaVernal, Utah — Operations, sales and equipment storage yards

Conway, ArkansasWilliston, North Dakota — Operations, sales and equipment storage yards

Canton, Pennsylvania — Pumping services facility

Oklahoma City, Oklahoma — Operations, sales and administrative office

Washington, Pennsylvania — Operations, sales and equipment storage yards

RPC is a party to various routine legal proceedings primarily involving commercial claims, workers’ compensation claims and claims for personal injury. RPC insures against these risks to the extent deemed prudent by its management, but no assurance can be given that the nature and amount of such insurance will, in every case, fully indemnify RPC against liabilities arising out of pending and future legal proceedings related to its business activities. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, management believes that the outcome of all such proceedings, even if determined adversely, would not have a material adverse effect on RPC’s business or financial condition.

The information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 4. Reserved104 of Regulation S-K is included in Exhibit 95.1 to this Form 10-K.

Each of the executive officers of RPC was elected by the Board of Directors to serve until the Board of Directors’ meeting immediately following the next annual meeting of stockholders or until his or her earlier removal by the Board of Directors or his or her resignation. The following table lists the executive officers of RPC and their ages, offices, and terms of office with RPC.

RPC’s common stock is listed for trading on the New York Stock Exchange under the symbol RES.  On October 26, 2010 RPC’s BoardAs of Directors declared a three-for-two stock split of the Company’s common shares.  The additional shares were distributed on December 10, 2010 to stockholders of record on November 10, 2010.  All share, earnings per share, and dividends per share data presented throughout this document have been adjusted to reflect this stock split. At February 18, 201114, 2014 there were 147,964,000219,289,400 shares of common stock outstanding and approximately 7,80022,300 beneficial holders of our common stock.  The following table sets forth the high and low prices of RPC’s common stock and dividends paid for each quarter in the years ended December 31, 20102013 and 2009:2012:

On January 26, 2011, the28, 2014 RPC’s Board of Directors approved a $0.07$0.105 per share cash dividend, payable March 10, 20112014 to stockholders of record at the close of business on February 10, 2011.2014. The Company expects to continue to pay cash dividends to the common stockholders, subject to the earnings and financial condition of the Company and other relevant factors.

SharesThe Company has a stock buyback program initially adopted in 1993 that authorizes 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.  There were no shares repurchased inas part of this program during the fourth quarter of 20102013.  As of December 31, 2013, there are outlined below.

The following table summarizes certain selected financial data of the Company.  The historical information may not be indicative of the Company’s future results of operations.  The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the notes thereto included elsewhere in this document.

Domestic revenues increased 92decreased 4.0 percent during 20102013 compared to 20092012 to $1,041.5 million$1.8 billion due primarily to continued competitive pricing for our services in most service lines.  The average price of oil increased customer activity levels coupled with increased capacity of equipment.  Theby four percent while the average price of natural gas increased by 12 percent and the average price of oil increased by approximately 2836 percent during 20102013 compared to the prior year.  In conjunction with the increase in natural gas prices, theThe average domestic rig count during 20102013 was 41eight percent higherlower than in 2009.  This increase in drilling activity had a positive impact on2012.   Increasingly competitive pricing for our financial results.  Weservices negatively impacted our operating income, income before income taxes, net income and earnings per share.  At the present time, we believe that our activity levels are affected more by the price of natural gas thanprimarily by the price of oil, becausesince oil-directed activity has become the majority of total U.S. domestic drilling activity relates todrill activity.   The prices of natural gas and manynatural gas liquids also impact our activity levels because of the service-intensive nature of the drilling and completion associated with this type of drilling and completion.  We also believe that the total number of directional and horizontal wells more directly affect our activity levels, regardless of whether the wells are directed towards oil or natural gas.  This belief is based on the fact that directional and horizontal wells require more of some of the services are more appropriate for gas wells than oil wells.within our technical services segment.  International revenues, which increaseddecreased from $44.8$74.2 million in 20092012 to $54.9$65.9 million in 2010,2013, were fivefour percent of consolidated revenues.revenues in 2013 and 2012.  These international revenue increasesdecreases were due mainly to higherlower customer activity levels in CanadaNew Zealand and Qatar,Mexico in 2013 partially offset by an increase in activity in Equatorial Guinea, Gabon, Australia, Argentina and Bolivia, compared to the prior year.  Our international revenues are impacted by the timing of project initiation and their ultimate duration.

The Company’s cash and cash equivalents were $9.0$8.7 million as of December 31, 2010, $4.52013, $14.2 million as of December 31, 20092012 and $3.0$7.4 million as of December 31, 2008.2011.

Cash provided by operating activities was comparabledecreased $194.3 million in 20102013 compared to the prior year despitedue primarily to a decrease in net income increasing significantlyof $107.5 million, an unfavorable change in deferred taxes of $17.9 million due to $146.7 milliona decrease in 2010 compared to net loss of $22.7 million in 2009. This contribution of net income to cash provided by operating activities was largely offset by increasestax depreciation benefits resulting from lower capital expenditures coupled with an unfavorable change in working capital requirements.  Increasedof $83.2 million.

The unfavorable change in working capital is primarily due to the following: an unfavorable change of $123.8 million in accounts receivable due to slightly higher business activity levels at the end of 2013 compared to declining activity levels at the end of the prior year; an unfavorable change of $25.1 million in other current assets due to lower deposits for raw materials; an unfavorable net change of $9.8 million in net current income taxes receivable/payable; and revenuesan unfavorable change of $4.6 million in 2010 resulted in higher accounts receivableaccrued state, local and increased inventory,other taxes due to the timing of payments.  These unfavorable changes were partially offset by increasesa favorable change of $54.4 million in accounts payableinventories due to improved sourcing of critical materials and accrued payroll including bonuses, consistent with higher activity levels and profitability.supplies that require longer lead times.

Cash used for investing activities in 2010 increased2013 decreased by $110.6$108.2 million compared to 2009,2012, primarily as a result of higherlower capital expenditures.expenditures in response to highly competitive pricing.

Cash provided by (used for)used for financing activities in  2010 increased2013 decreased by $113.8$73.9 million primarily as a result of lower net loan repayments coupled with lower open market share repurchases, partially offset by a 25 percent increase in the per share common stock dividend declared during 2013 compared to 2009, primarily due to the net increase in borrowings under our credit facility during 2010 to fund working capital requirements and capital expenditures.prior year.

Cash provided by operating activities decreased by $8.6increased $173.9 million in 20092012 compared to 2008.  Net loss was $22.7 millionthe prior year due primarily to a net decrease in 2009working capital requirements in 2012 compared to net income of $83.4 million2011. This decrease in 2008, decreasing cash provided by operating activitiesworking capital requirements was partially offset by decreasesa decrease in working capital requirements.  Decreasedthe deferred tax provision and net income.  Decreasing business activity levels and revenues in 20092012 resulted in lowerdecreased accounts receivable, other current assets and prepaid expensesaccounts payable partially offset by increased inventory and declinesan increase in accounts payable and accrued payroll including bonuses, consistent with lower activity levels and profitability.inventory.

Cash used for investing activities in 20092012 decreased by $97.8$75.8 million compared to 2008,2011, primarily as a result of lower capital expenditures.

Cash used for financing activities in 20092012 increased by $84.5$241.3 million primarily as a result of higher net loan repayments during 2012 compared to 2008, primarily due to the reductionprior year as a result of improvements in notes payable to banks during 2009, partially offset by a decreaseworking capital and an increase in common stock purchased and retired.dividends during 2012 compared to the prior year.

The Company’s financial condition as of December 31, 2010,2013, remains strong.  We believe the liquidity provided by our existing cash and cash equivalents, our overall strong capitalization which includes a revolving credit facility and cash expected to be generated from operations will provide sufficient capital to meet our requirements for at least the next twelve months.  TheOn January 17, 2014, the Company currently hasamended a $350 million revolving credit facility that matures in August 2015.which extended the maturity of the loan to January 2019.   The facility contains customary terms and conditions, including certain financial covenants including covenants restricting RPC’s ability to incur liens, merge or consolidate with another entity.  A total of $209.9$272.6 million was available under the facility as of December 31, 2010; approximately $18.82013; $24.1 million of the facility supports outstanding letters of credit relating to self-insurance programs or contract bids.  For additional information with respect to RPC’s facility, see Note 6 of the Notes to Consolidated Financial Statements.

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 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.  The Company’s decisions about the amount of cash to be used for investing and financing activities could be influenced by the financial covenants in our credit facility but we do not expect the covenants to restrict our planned activities.  The Company is in compliance with these financial covenants.

Capital expenditures were $187.5$201.7 million in 2010,2013, and we currently expect capital expenditures to be in excess of $250.0approximately $200 million in 2011.2014.  We expect that a majority of these expenditures toin 2014 will be primarily directed towards maintenance of our revenue-producing equipment and refurbishment of our existing fleet of pressure pumping equipment.  The remaining capital expenditures will be directed towards the purchase of revenue-producing equipment in several of our larger, core service lines, including pressure pumping, snubbing, nitrogen,coiled tubing and rental tools.  The actual amount of 2011 expenditures will depend primarily on equipment maintenance requirements, expansioncustomer opportunities, and equipment delivery schedules.

On January 26, 2011,28, 2014, the Board of Directors approved a $0.07$0.105 per share cash dividend, payable March 10, 20112014 to stockholders of record at the close of business on February 10, 2011.2014.  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.

The Company’sCompany��s obligations and commitments that require future payments include our credit facility, certain non-cancelable operating leases, purchase obligations and other long-term liabilities. The following table summarizes the Company’s significant contractual obligations as of December 31, 2010:2013:

 

Effective February 28,in 2001, the Company spun off the business conducted through Chaparral Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing segment.  RPC accomplished the spin-off by contributing 100 percent of the issued and outstanding stock of Chaparral to Marine Products Corporation (a Delaware corporation) (“Marine Products”), a newly formed wholly owned subsidiary of RPC, and then distributing the common stock of Marine Products to RPC stockholders.  In conjunction with the spin-off, RPC and Marine Products entered into various agreements that define the companies’ relationship.

In accordance with a Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products.  Charges from the Company (or from corporations that are subsidiaries of the Company) for such services aggregated approximately $689,000were $670,000 in 2010, $713,0002013, $544,000 in 20092012, and $842,000$639,000 in 2008.2011. The Company’s receivable due from Marine Products for these services was $145,000 as of December 31, 20102013 and 2009 was approximately $65,000.$94,000 as of December 31, 2012.  The Company’s directors are also directors of Marine Products and all of the executive officers are employees of both the Company and Marine Products.

The Company periodically purchases in the ordinary course of business products or services from suppliers, who are owned by significant officers or stockholders, or affiliated with the directors of RPC. The total amounts paid to these affiliated parties were approximately $551,000$1,039,000 in 2010, $409,0002013, $1,676,000 in 20092012 and $393,000$1,469,000 in 2008.2011.

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 otherwise affiliated with RPC).  The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six monthsmonths’ notice.  The services covered by these agreements include office space, administration of 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 totaled $94,000$83,000 in 2010, $87,0002013 and 2012, and $102,000 in 2009 and $90,000 in 2008.2011.

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require significant judgment by management in selecting the appropriate assumptions for calculating accounting estimates. These judgments are based on our historical experience, terms of existing contracts, trends in the industry, and information available from other outside sources, as appropriate.  Senior management has discussed the development, selection and disclosure of its critical accounting estimates with the Audit Committee of our Board of Directors.  The Company believes the following critical accounting policies involve estimates that require a higher degree of judgment and complexity:

The estimated allowance for doubtful accounts is based on our evaluation of the overall trends in the oil and gas industry, financial condition of our customers, our historical write-off experience, current economic conditions, and in the case of international customers, our judgments about the economic and political environment of the related country and region.  In addition to reserves established for specific customers, we establish general reserves by using different percentages depending on the age of the receivables which we adjust periodically based on management judgment and the economic strength of our customers.  Excluding the effect of the recoveries referred to above, theThe net provisions for doubtful accounts have ranged from 0.100.47 percent to 0.450.15 percent of revenues over the last three years.  Increasing or decreasing the estimated general reserve percentages by 0.50 percentage points as of December 31, 20102013 would have resulted in a change of approximately $1.5$2.2 million to the allowance for doubtful accounts and a corresponding change to selling, general and administrative expenses.

We establish a valuation allowance against the carrying value of deferred tax assets when we determine that it is more likely than not that the asset will not be realized through future taxable income.  Such amounts are charged to earnings in the period in which we make such determination. Likewise, if we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance. We have considered future market growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, and prudent and feasible tax planning strategies in determining the need for a valuation allowance.

We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified, which is generally in the third quarter of the subsequent year for U.S. federal and state provisions.  Deferred tax liabilities and assets are determined based on the differences between the financial and tax bases of assets and liabilities using enacted tax rates in effect in the year the differences are expected to reverse.

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which our earnings or deductions are realized may differ from our current estimates.

Property, plant and equipment are reported at cost less accumulated depreciation and amortization, which is provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful life represents the projected period of time that the asset will be productively employed by the Company and is determined by management based on many factors including historical experience with similar assets.  Assets are monitored to ensure changes in asset lives are identified and prospective depreciation and amortization expense is adjusted accordingly.  We have not made any changes to the estimated lives of assets resulting in a material impact in the last three years.

The Company chooses an expected rate of return on plan assets based on historical results for similar allocations among asset classes, the investments strategy, and the views of our investment adviser.   Differences between the expected long-term return on plan assets and the actual return are amortized over future years.  Therefore, the net deferral of past asset gains (losses) ultimately affects future pension expense.  The Company’s assumption for the expected return on plan assets was seven percent for 20102013, 2012 and 2009 and eight percent for 2008.2011.

The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, the Company utilizes a yield curve approach.  The approach utilizes an economic model whereby the Company’s expected benefit payments over the life of the plan are forecasted and then compared to a portfolio of investment grade corporate bonds that will mature at the same time that the benefit payments are due in any given year.  The economic model then calculates the one discount rate to apply to all benefit payments over the life of the plan which will result in the same total lump sum as the payments from the corporate bonds.   A lower discount rate increases the present value of benefit obligations.  The discount rate was 5.495.20 percent as of December 31, 20102013 compared to 6.004.16 percent as of December 31, 2012 and 5.00 percent in 2009 and 6.84 percent in 2008.2011.

As set forth in note 10 to the Company’s financial statements, included among the asset categories for the Plan’s investments are real estate and tactical composite and alternative investments comprised of investments in real estate funds and hedgeprivate equity funds.  These investments are categorized as level 3 investments and are valued using significant non-observable inputs which do not have a readily determinable fair value.  In accordance with ASU No. 2009-12 “Investments In Certain Entities That Calculate Net Asset Value per Share (Or Its Equivalent),” these investments are valued based on the net asset value per share calculated by the funds in which the plan has invested.  These valuations are subject to judgments and assumptions of the funds which may prove to be incorrect, resulting in risks of incorrect valuation of these investments.  The Company seeks to mitigate against these risks by evaluating the appropriateness of the funds’ judgments and assumptions by reviewing the financial data included in the funds’ financial statements for reasonableness.

As of December 31, 2010,2013, the defined benefit plan was under-funded and the recorded change within accumulated other comprehensive loss decreasedincreased stockholders’ equity by $1.4approximately $4.9 million after tax.   Holding all other factors constant, a change in the discount rate used to measure plan liabilities by 0.500.25 percentage points would not result in a significant pre-tax changeincrease or decrease of approximately $1.1 million to the net loss related to pension reflected in accumulated other comprehensive loss.

The Company recognized pre-tax pension (income) expense of $0.6$0.5 million in 2010, $2.02013, $0.7 million in 20092012 and $(0.4)$0.5 million in 2008.2011.  Based on the under-funded status of the defined benefit plan as of December 31, 2010,2013, the Company expects to recognize pension expense of $0.5$0.1 million in 2011.2014.  Holding all other factors constant, a change in the expected long-term rate of return on plan assets by 0.50 percentage points would result in an increase or decrease in pension expense of approximately $0.1$0.2 million in 2011.2014.   Holding all other factors constant, a change in the discount rate used to measure plan liabilities by 0.25 percentage points would result in an increase or decrease in pension expense of approximately $1.0 million$3 thousand in 2011.2014.

The Company is subject to interest rate risk exposure through borrowings on its credit facility.agreement.  As of December 31, 2010,2013, there are outstanding interest-bearing advances of $121.3$53.3 million on our credit facility which bear interest at a floating rate. Effective December 2008, we entered into an interest rate swap agreement that effectively converted $50 million of the outstanding variable-rate borrowings under the revolving credit facility to a fixed-rate basis, thereby hedging against the impact of potential interest rate changes.  Under this agreement, the Company and the issuing lender settle each month for the difference between a fixed interest rate of 2.07 percent and a comparable one month variable-rate interest paid to the syndicate of lenders under our credit facility on the same notional amount, excluding the margin.  The swap agreement terminates on September 8, 2011.  As of December 31, 2010 the interest rate swap had a negative fair value of $610,000.  An increase in interest rates of one half of one percent would result in the interest rate swap having a negative fair value of approximately $458,000 at December 31, 2010.  A decrease in interest rates of one half of one percent would result in the interest rate swap having a negative fair value $765,000 at December 31, 2010.   A change in interest rates will have no impact on the interest expense associated with the $50,000,000 of borrowings under the credit facility that are subject to the interest rate swap.  A change in interest rates of one percent on the balance outstanding on the credit facility at December 31, 2010 not subject to the interest rate swap2013 would cause a change of $0.7approximately $0.5 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.