10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017

OR

¨ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission file number: 001-36053

Frank’s International N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	98-1107145
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification number)
Mastenmakersweg 1
1786 PB Den Helder, The Netherlands	Not Applicable
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +31 (0)22 367 0000

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 þ No ¨

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 þ No ¨

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

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨ No þ

As of October 27, 2017, there were 223,107,260 shares of common stock, €0.01 par value per share, outstanding.

TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) at September 30, 2017 and December 31, 2016	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2017 and 2016	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2017 and 2016	5
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the Nine Months Ended September 30, 2017 and 2016	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2017 and 2016	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 6.	Exhibits	40
Signatures		41

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
	September 30,			December 31,
	2017			2016
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	233,338		$	319,526
Short-term investments	60,598			—
Accounts receivables, net	140,906			167,417
Inventories	132,961			139,079
Assets held for sale	3,792			—
Other current assets	6,893			14,027
Total current assets	578,488			640,049
Property, plant and equipment, net	497,784			567,024
Goodwill and intangible assets, net	247,699			256,146
Deferred tax assets	—			79,309
Other assets	33,344			45,533
Total assets	$	1,357,315		$	1,588,061
Liabilities and Equity
Current liabilities:
Short-term debt	$	87		$	276
Accounts payable	21,172			16,081
Deferred revenue	9,035			18,072
Accrued and other current liabilities	75,094			64,950
Total current liabilities	105,388			99,379
Deferred tax liabilities	254			20,951
Other non-current liabilities	28,190			156,412
Total liabilities	133,832			276,742
Commitments and contingencies (Note 15)
Stockholders' equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,906,195 and 223,161,356 shares issued and 223,061,559 and 222,401,427 shares outstanding	2,810			2,802
Additional paid-in capital	1,048,498			1,036,786
Retained earnings	215,793			317,270
Accumulated other comprehensive loss	(30,510		)	(32,977		)
Treasury stock (at cost), 844,636 and 759,929 shares	(13,108		)	(12,562		)
Total equity	1,223,483			1,311,319
Total liabilities and equity	$	1,357,315		$	1,588,061

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

3

FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenues:
Equipment rentals and services	$	92,547		$	85,698		$	272,402		$	312,132
Products	15,536			19,416			64,071			67,414
Total revenue	108,083			105,114			336,473			379,546
Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	60,981			57,307			178,865			189,965
Products	10,750			16,029			45,162			51,446
General and administrative expenses	39,963			39,677			125,107			138,586
Depreciation and amortization	30,650			26,545			92,700			84,278
Severance and other charges	1,648			14,534			2,386			18,858
Gain on sale of assets	(829		)	(46		)	(2,091		)	(1,095		)
Operating loss	(35,080		)	(48,932		)	(105,656		)	(102,492		)
Other income (expense):
Derecognition of the tax receivable agreement liability	122,515			—			122,515			—
Other income (expense), net	(384		)	984			348			2,145
Interest income, net	1,019			646			2,170			1,050
Mergers and acquisition expense	—			—			(459		)	—
Foreign currency gain (loss)	1,839			(1,696		)	3,184			(5,907		)
Total other income (expense)	124,989			(66		)	127,758			(2,712		)
Income (loss) before income tax expense (benefit)	89,909			(48,998		)	22,102			(105,204		)
Income tax expense (benefit)	87,613			(6,800		)	72,419			(15,311		)
Net income (loss)	2,296			(42,198		)	(50,317		)	(89,893		)
Net loss attributable to noncontrolling interest	—			(5,216		)	—			(20,741		)
Net income (loss) attributable to Frank's International N.V.	2,296			(36,982		)	(50,317		)	(69,152		)
Preferred stock dividends	—			—			—			(1		)
Net income (loss) available to Frank's International N.V. common shareholders	$	2,296		$	(36,982	)	$	(50,317	)	$	(69,153	)
Dividends per common share	$	0.075		$	0.075		$	0.225		$	0.375
Income (loss) per common share:
Basic	$	0.01		$	(0.21	)	$	(0.23	)	$	(0.43	)
Diluted	$	0.01		$	(0.21	)	$	(0.23	)	$	(0.43	)
Weighted average common shares outstanding:
Basic	223,056			177,125			222,847			162,656
Diluted	223,581			177,125			222,847			162,656

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

4

FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)
Other comprehensive income (loss):
Foreign currency translation adjustments	1,488			74			2,809			1,824
Marketable securities:
Unrealized gain (loss) on marketable securities	(101		)	(50		)	(105		)	1,066
Reclassification to net income	—			—			(395		)	—
Deferred tax asset / liability change	—			(5		)	158			(465		)
Unrealized gain (loss) on marketable securities, net of tax	(101		)	(55		)	(342		)	601
Total other comprehensive income	1,387			19			2,467			2,425
Comprehensive income (loss)	3,683			(42,179		)	(47,850		)	(87,468		)
Less: Comprehensive loss attributable to noncontrolling interest	—			(5,264		)	—			(20,180		)
Add: Transfer of Mosing Holdings, LLC ("Mosing Holdings") interest to FINV attributable to comprehensive loss	—			(8,203		)	—			(8,203		)
Comprehensive income (loss) attributable to Frank's International N.V.	$	3,683		$	(45,118	)	$	(47,850	)	$	(75,491	)

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

5

FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)
	Nine Months Ended September 30, 2016
											Accumulated
					Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balances at December 31, 2015	155,146		$	2,045	$	712,486		$	531,621		$	(25,555	)	$	(9,298	)	$	240,127		$	1,451,426
Net loss	—		—		—			(69,152		)	—			—			(20,741		)	(89,893		)
Foreign currency translation adjustments	—		—		—			—			1,443			—			381			1,824
Change in marketable securities	—		—		—			—			421			—			180			601
Equity-based compensation expense	—		—		12,356			—			—			—			—			12,356
Distributions to noncontrolling interest	—		—		—			—			—			—			(8,027		)	(8,027		)
Common stock dividends ($0.375 per share)	—		—		—			(62,333		)	—			—			—			(62,333		)
Preferred stock dividends	—		—		—			(1		)	—			—			—			(1		)
Transfer of Mosing Holdings interest to FINV	—		—		238,367			—			(8,203		)	—			(211,920		)	18,244
Common shares issued on conversion of Series A preferred stock ("Preferred Stock")	52,976		597		—			—			—			—			—			597
Common shares issued upon vesting of restricted stock units	1,569		18		(18		)	—			—			—			—			—
Tax receivable agreement ("TRA") and associated deferred taxes	—		—		(74,788		)	—			—			—			—			(74,788		)
Common shares issued for employee stock purchase plan ("ESPP")	76		1		972			—			—			—			—			973
Treasury shares withheld	(225	)	—		—			—			—			(3,046		)	—			(3,046		)
Balances at September 30, 2016	209,542		$	2,661	$	889,375		$	400,135		$	(31,894	)	$	(12,344	)	$	—		$	1,247,933
	Nine Months Ended September 30, 2017
											Accumulated
					Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balances at December 31, 2016	222,401		$	2,802	$	1,036,786		$	317,270		$	(32,977	)	$	(12,562	)	$	—		$	1,311,319
Net loss	—		—		—			(50,317		)	—			—			—			(50,317		)
Foreign currency translation adjustments	—		—		—			—			2,809			—			—			2,809
Change in marketable securities	—		—		—			—			(342		)	—			—			(342		)
Equity-based compensation expense	—		—		11,458			—			—			—			—			11,458
Common stock dividends ($0.225 per share)	—		—		—			(50,424		)	—			—			—			(50,424		)
Common shares issued upon vesting of restricted stock units	694		7		(7		)	—			—			—			—			—
Common shares issued for ESPP	50		1		511			—			—			—			—			512
Treasury shares issued upon vesting of restricted stock units	4		—		(84		)	—			—			66			—			(18		)
Treasury shares issued for ESPP	106		—		(166		)	(736		)	—			1,642			—			740
Treasury shares withheld	(193	)	—		—			—			—			(2,254		)	—			(2,254		)
Balances at September 30, 2017	223,062		$	2,810	$	1,048,498		$	215,793		$	(30,510	)	$	(13,108	)	$	—		$	1,223,483

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

6

FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Nine Months Ended
	September 30,
	2017			2016
Cash flows from operating activities
Net loss	$	(50,317	)	$	(89,893	)
Adjustments to reconcile net loss to cash provided by operating activities
Derecognition of the TRA liability	(122,515		)	—
Depreciation and amortization	92,700			84,278
Equity-based compensation expense	11,458			12,356
Amortization of deferred financing costs	267			123
Deferred tax provision (benefit)	12,824			(25,772		)
Reversal of deferred tax assets associated with the TRA	49,775			—
Provision for bad debts	358			10,410
Gain on sale of assets	(2,091		)	(1,095		)
Changes in fair value of investments	(2,009		)	(1,061		)
Realized loss on sale of investment	478			—
Unrealized loss on derivatives	49			296
Other	(1,187		)	—
Changes in operating assets and liabilities
Accounts receivable	23,917			82,042
Inventories	6,146			20,032
Other current assets	7,097			5,990
Other assets	1,948			(4		)
Accounts payable	(962		)	474
Deferred revenue	(9,039		)	(29,479		)
Accrued and other current liabilities	9,272			(28,556		)
Other non-current liabilities	(3,584		)	(12,295		)
Net cash provided by operating activities	24,585			27,846
Cash flows from investing activities
Purchases of property, plant and equipment	(18,604		)	(29,777		)
Proceeds from sale of assets	10,690			2,235
Proceeds from sale of investments	11,499			11,101
Purchase of investments	(60,764		)	(921		)
Other	(64		)	—
Net cash used in investing activities	(57,243		)	(17,362		)
Cash flows from financing activities
Repayments of borrowings	(190		)	(7,120		)
Proceeds from borrowings	—			318
Costs of Preferred Stock conversion to common stock	—			(595		)
Dividends paid on common stock	(50,424		)	(62,333		)
Dividends paid on Preferred Stock	—			(1		)
Distribution to noncontrolling interest	—			(8,027		)
Net treasury shares withheld for taxes	(2,272		)	(3,046		)
Proceeds from the issuance of ESPP shares	1,252			973
Net cash used in financing activities	(51,634		)	(79,831		)
Effect of exchange rate changes on cash	(1,896		)	(3,162		)
Net decrease in cash and cash equivalents	(86,188		)	(72,509		)
Cash and cash equivalents at beginning of period	319,526			602,359
Cash and cash equivalents at end of period	$	233,338		$	529,850

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

7

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

Nature of Business

Frank’s International N.V. ("FINV"), a limited liability company organized under the laws of The Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

The condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2017 and 2016 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2016 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2017 ("Annual Report"). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

The condensed consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

Reclassifications

Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance of the Company’s segments and make resource allocation decisions, and the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in the presentation of the information used by the Company’s CODM.

This reclassification of costs between cost of revenue and G&A has no net impact to the condensed consolidated statements of operations or to total segment reporting. The change will better reflect the CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented.

8

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of reclassifications to previously reported amounts (in thousands):

	Three Months Ended September 30, 2016							Nine Months Ended September 30, 2016
	As previously reported		Reclassifications			As currently reported		As previously reported		Reclassifications			As currently reported
Condensed Consolidated Statements of Operations
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	$	47,002	$	10,305		$	57,307	$	155,367	$	34,598		$	189,965
Products	13,237		2,792			16,029		42,594		8,852			51,446
General and administrative expenses	52,774		(13,097		)	39,677		182,036		(43,450		)	138,586

Significant Accounting Policies

Short‑term investments

Short‑term investments consist of commercial paper. These investments have original maturities of greater than three months but less than twelve months. They are classified as held-to-maturity investments, which are recorded at amortized cost.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position or results of operations.

In May 2017, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017.

In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance.

9

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have an impact on our consolidated financial statements.

In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and plan to adopt the new standard effective January 1, 2019.

10

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. We adopted this guidance on January 1, 2017, and the adoption did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, 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. The standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date.

We are currently determining the impacts of the new standard on our contract portfolio. Our implementation efforts to date include the identification of revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to the new standard. Our evaluation of the impact of the new guidance on our consolidated financial statements is ongoing and we continue to evaluate the quantitative and qualitative impacts of the standard on timing of recognition for various revenues. While we are continuing to perform our analysis, at the present time, we anticipate the adoption of the new standard will have an immaterial impact on revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt the new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method.

Note 2—Noncontrolling Interest

We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. Effective with the August 2016 conversion of all of Mosing Holdings' Preferred Stock, Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest associated with Mosing Holdings was eliminated.

Historically we recorded a noncontrolling interest on our condensed consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings. Net loss attributable to noncontrolling interest on the statements of operations represented the portion of earnings or losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic loss from FICV to FINV was subject to U.S. taxation.

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A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands):

	Three Months Ended			Nine Months Ended
	September 30, 2016
Net loss	$	(42,198	)	$	(89,893	)
Add: Net loss after Mosing Holdings contributed interest to FINV (1)	18,355			18,355
Add: Provision (benefit) for U.S. income taxes of FINV (2)	3,078			(10,414		)
Less: Loss of FINV (3)	97			23
Net loss subject to noncontrolling interest	(20,668		)	(81,929		)
Noncontrolling interest percentage (4)	25.2		%	25.2		%
Net loss attributable to noncontrolling interest	$	(5,216	)	$	(20,741	)

⁽¹⁾  Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV.

⁽²⁾  Represents income tax expense (benefit) of entities outside of FICV, as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016.

⁽³⁾  Represents results of operations for entities outside of FICV as of August 26, 2016.

⁽⁴⁾  Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.

Note 3—Acquisition and Divestitures

Blackhawk Acquisition

On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools LLC, ("Blackhawk") pursuant to the terms of a definitive merger agreement dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products and the acquisition will allow us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular running services. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk, with Blackhawk surviving the merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock, on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments).

The unaudited pro forma financial information presented below includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information.

The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts):

	Three Months Ended			Nine Months Ended
	September 30, 2016
Revenue	$	120,902		$	431,962
Net loss applicable to common shares	(41,686		)	(82,650		)
Loss per common share:
Basic and diluted	$	(0.22	)	$	(0.47	)

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The Blackhawk acquisition was accounted for as a business combination. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets.

The preliminary purchase price allocation was prepared in connection with our annual financial statements filed on our Annual Report. In 2017, we adjusted the purchase price allocation for a litigation settlement and the final valuation report. The following table summarizes the preliminary and the final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):

	Preliminary purchase price allocation		Purchase price adjustments			Final purchase price allocation
Current assets, excluding cash	$	23,626	$	—		$	23,626
Property, plant and equipment	45,091		55			45,146
Other long-term assets	3,139		—			3,139
Intangible assets	41,972		153			42,125
Assets acquired	$	113,828	$	208		$	114,036
Current liabilities assumed	11,132		185			11,317
Other long-term liabilities	542		—			542
Liabilities assumed	$	11,674	$	185		$	11,859
Fair value of net assets acquired	102,154		23			102,177
Total consideration transferred	294,563		—			294,563
Goodwill	$	192,409	$	(23	)	$	192,386

In conjunction with the merger, we created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment.

Divestitures

In March 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million.

In August 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss.

In September 2017, we sold a building in the Middle East region for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million.

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Note 4—Accounts Receivable, net

Accounts receivable at September 30, 2017 and December 31, 2016 were as follows (in thousands):

	September 30,		December 31,
	2017		2016
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively	$	96,034	$	89,096
Unbilled revenue	24,464		30,882
Taxes receivable	13,987		42,870
Affiliated (1)	895		717
Other receivables	5,526		3,852
Total accounts receivable	$	140,906	$	167,417

⁽¹⁾  Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.

Note 5—Inventories

Inventories at September 30, 2017 and December 31, 2016 were as follows (in thousands):

	September 30,		December 31,
	2017		2016
Pipe and connectors	$	88,982	$	102,360
Finished goods	16,063		14,257
Work in progress	8,644		7,099
Raw materials, components and supplies	19,272		15,363
Total inventories	$	132,961	$	139,079

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Note 6—Property, Plant and Equipment

The following is a summary of property, plant and equipment at September 30, 2017 and December 31, 2016 (in thousands):

	Estimated Useful Lives in Years	September 30, 2017			December 31, 2016
Land	—	$	16,491		$	15,730
Land improvements	8-15	9,346			9,379
Buildings and improvements (1)	39	119,971			73,211
Rental machinery and equipment	7	930,443			933,667
Machinery and equipment - other	7	56,321			60,182
Furniture, fixtures and computers	5	26,280			19,073
Automobiles and other vehicles	5	32,621			36,796
Aircraft	7	—			16,267
Leasehold improvements (1)	7-15, or lease term if shorter	9,870			8,027
Construction in progress - machinery      and equipment and buildings (1)	—	68,066			120,937
		1,269,409			1,293,269
Less: Accumulated depreciation		(771,625		)	(726,245		)
Total property, plant and equipment, net		$	497,784		$	567,024

⁽¹⁾  See Note 12 - Related Party Transactions for additional information.

During the third quarter of 2017, we committed to sell certain of our buildings in the Middle East region and determined those assets met the criteria to be classified as held for sale in our unaudited condensed consolidated balance sheet. As a result, we reclassified the buildings, with a net book value of $4.1 million, from property, plant and equipment to assets held for sale and recognized a $0.3 million loss.

The following table presents the depreciation and amortization associated with each line for the periods ended September 30, 2017 and 2016 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Equipment rentals and services	$	25,663	$	23,870	$	78,558	$	76,023
Products	1,278		989		3,838		3,081
General and administrative expenses	3,709		1,686		10,304		5,174
Total	$	30,650	$	26,545	$	92,700	$	84,278

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7—Other Assets

Other assets at September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Cash surrender value of life insurance policies (1)	$	29,671	$	36,269
Deposits	2,193		2,343
Other	1,480		6,921
Total other assets	$	33,344	$	45,533

⁽¹⁾  See Note 10 – Fair Value Measurements

Note 8—Accrued and Other Current Liabilities

Accrued and other current liabilities at September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Accrued compensation	$	18,758	$	10,854
Accrued property and other taxes	19,781		19,740
Accrued severance and other charges	2,040		6,150
Income taxes	11,012		6,857
Accrued purchase orders	8,174		2,083
Other	15,329		19,266
Total accrued and other current liabilities	$	75,094	$	64,950

Note 9—Debt

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of the Credit Facility, we have the ability to increase the commitments to $150.0 million. At September 30, 2017 and December 31, 2016, we had $2.8 million and $3.7 million, respectively, in letters of credit outstanding and no outstanding borrowings under this facility. As of September 30, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished.

Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on a leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at

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the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our Credit Agreement) of not more than 2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for first quarter of 2017 testing. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of September 30, 2017, we were in compliance with the covenants included in the Credit Agreement.

Citibank Credit Facility

In 2016, we entered into a three-year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for the issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of September 30, 2017 and December 31, 2016, we had $2.5 million and $2.2 million, respectively, in letters of credit outstanding.

Note 10—Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. We have consistently used the same valuation techniques for all periods presented. Please see Note 10 - Fair Value Measurements in our Annual Report for further discussion.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2017 and December 31, 2016, were as follows (in thousands):

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2017
Assets:
Derivative financial instruments	$	—	$	132	$	—	$	132
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		29,671		—		29,671
Marketable securities - other	131		—		—		131
Liabilities:
Derivative financial instruments	—		35		—		35
Deferred compensation plan	—		27,659		—		27,659
December 31, 2016
Assets:
Derivative financial instruments	$	—	$	146	$	—	$	146
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		36,269		—		36,269
Marketable securities - other	3,692		—		—		3,692
Liabilities:
Deferred compensation plan	—		30,307		—		30,307

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of our derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. Derivative financial instruments are included in our condensed consolidated balance sheets in accounts receivable, net and accrued and other current liabilities at September 30, 2017 and in accounts receivable, net, at December 31, 2016.

Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the condensed consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations as well as impairment related to goodwill and other long-lived assets. For business combinations (see Note 3 - Acquisition and Divestitures), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment

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considerations related to goodwill and long-lived assets. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

Other Fair Value Considerations

The carrying values on our condensed consolidated balance sheet of our cash and cash equivalents, short-term investments, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximate fair values due to their short maturities.

Note 11— Derivatives

We enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our condensed consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations.

As of September 30, 2017 and December 31, 2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):

	September 30, 2017
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	5,740	1.2194	12/15/2017
Euro	5,982		1.1963	12/15/2017
Euro	2,399		1.1993	10/13/2017
Norwegian krone	5,338		7.8675	12/15/2017
Pound sterling	7,961		1.3268	12/15/2017

	December 31, 2016
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	4,553	1.3179	3/14/2017
Euro	4,753		1.0563	3/14/2017
Euro	2,558		1.0659	1/13/2017
Norwegian krone	3,643		8.5101	3/14/2017
Pound sterling	3,908		1.2607	3/14/2017

The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 (in thousands):

Derivatives not Designated as Hedging Instruments	Consolidated Balance Sheet Location	September 30, 2017			December 31, 2016
Foreign currency contracts	Accounts receivable, net	$	132		$	146
Foreign currency contracts	Accrued and other current liabilities	(35		)	—

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the location and amounts of the realized and unrealized gains and losses on derivative contracts in the condensed consolidated statements of operations (in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative Contracts	2017			2016			2017			2016
Unrealized gain (loss) on foreign currency contracts	Other income (expense), net	$	681		$	(615	)	$	(49	)	$	(296	)
Realized gain (loss) on foreign currency contracts	Other income (expense), net	(1,794		)	511			(2,346		)	(1,068		)
Total net loss on foreign currency contracts		$	(1,113	)	$	(104	)	$	(2,395	)	$	(1,364	)

Our derivative transactions are governed through International Swaps and Derivatives Association master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists.

The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands):

	Derivative Asset Positions						Derivative Liability Positions
	September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Gross position - asset / (liability)	$	239		$	181		$	(142	)	$	(35	)
Netting adjustment	(107		)	(35		)	107			35
Net position - asset / (liability)	$	132		$	146		$	(35	)	$	—

Note 12—Related Party Transactions

We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. The majority of these lease obligations expire in 2018 and, at our discretion, may be extended for an additional 36 months subject to agreement on pricing of the extension. These leases may be extended or allowed to expire by us depending on operational needs, market prices and the ability for us to negotiate and secure, at our discretion, alternative leases or replacement locations. Rent expense associated with our related party leases was $1.8 million for each of the three months ended September 30, 2017 and 2016, and $5.3 million and $6.2 million for the nine months ended September 30, 2017 and 2016, respectively.

In certain cases, we have made improvements to properties subject to related party leases referenced above, including the construction of buildings. As of September 30, 2017, the net book value associated with buildings we constructed on properties subject to related party leases was $62.7 million. We are depreciating the costs associated with these buildings over their estimated useful lives of approximately 39 years, which exceeds the remaining lease terms that primarily expire in 2018. Upon expiration of the leases, leasehold improvements could be construed as becoming the property of the related party lessors. As of September 30, 2017, the net book value associated with leasehold and land improvements we constructed on properties subject to related party leases was $13.4 million, a portion of which is in construction in progress. It is our intent to extend, renew, or replace the related party property leases such that we have unrestricted use of the buildings and improvements throughout their estimated useful lives. Extension, renewal or replacement of the related party property leases is dependent on negotiations with related parties, the failure of which could result in material disputes with the related parties. In the event we do not extend, renew, or

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replace these related party property leases, we will revise the remaining estimated useful lives of the buildings accordingly.

We are a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. The WA agreements reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earn charter income from third party usage through a revenue sharing agreement. We recorded $0.4 million and $0.3 million of net charter expense for the three months ended September 30, 2017 and 2016, respectively, and $1.0 million and $0.8 million of net charter expense for nine months ended September 30, 2017 and 2016, respectively.

Tax Receivable Agreement

Mosing Holdings and its permitted transferees converted all their Preferred Stock into shares of our common stock on a one-for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV will make an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion will result in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments will be allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The tax receivable agreement (the "TRA") that we entered into with FICV and Mosing Holdings in connection with our initial public offering ("IPO") generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any.

The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of September 30, 2017, FINV has a cumulative loss over the prior 36-month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $2.1 million as of September 30, 2017 that represents 85% of the cash tax savings estimated to be realized in the 2016 federal income tax return of FINV. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes

21

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of control. For example, if the TRA were terminated on September 30, 2017, the estimated termination payment would be approximately $102.0 million (calculated using a discount rate of 5.63%). The foregoing number is merely an estimate and the actual payment could differ materially.

Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

Note 13 - Income (Loss) Per Common Share

Basic income (loss) per common share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted income (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

22

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the basic and diluted income (loss) per share calculations (in thousands, except per share amounts):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Numerator
Net income (loss)	$	2,296	$	(42,198	)	$	(50,317	)	$	(89,893	)
Less: Net loss attributable to noncontrolling interest	—		5,216			—			20,741
Less: Preferred stock dividends	—		—			—			(1		)
Net income (loss) available to common shareholders	$	2,296	$	(36,982	)	$	(50,317	)	$	(69,153	)
Denominator
Basic weighted average common shares	223,056		177,125			222,847			162,656
Restricted stock units (1)	525		—			—			—
Diluted weighted average common shares (1)	223,581		177,125			222,847			162,656
Income (loss) per common share:
Basic	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)
Diluted	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)

⁽¹⁾  Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position. — 32,977 624 47,273

Note 14—Income Taxes

For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year's pre-tax income (loss) as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

Our effective tax rate on income (loss) before income taxes was 97.4% and 13.9% for the three months ended September 30, 2017 and 2016, respectively, and 327.7% and 14.6% for the nine months ended September 30, 2017 and 2016, respectively. The higher rate is due primarily to recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

In determining that a valuation allowance must be recorded in the current period, we assessed the available positive and negative evidence and concluded that it is not more likely than not that sufficient future taxable income would be generated to permit the use of our deferred tax assets. This conclusion is primarily the result of cumulative losses incurred in the most recent three year period, and uncertainty regarding when we will return to profitability. The amount of deferred tax asset considered realizable and the related need for a valuation allowance may be adjusted in future periods as the available evidence changes.

As of September 30, 2017, there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, 2016.

23

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 15—Commitments and Contingencies

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, 2017 and December 31, 2016. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us.

Note 16—Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk.

The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.

The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale, as well as in the U.S. Gulf of Mexico.

The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

The Blackhawk segment provides well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-

24

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Previously reported Adjusted EBITDA for the three and nine months ended September 30, 2016 has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Segment Adjusted EBITDA:
International Services	$	11,151		$	4,532		$	25,459		$	31,752
U.S. Services (1)	(11,322		)	(5,995		)	(27,775		)	(13,018		)
Tubular Sales	(1,333		)	165			1,736			1,343
Blackhawk	3,477			—			7,653			—
	1,973			(1,298		)	7,073			20,077
Interest income, net	1,019			646			2,170			1,050
Depreciation and amortization	(30,650		)	(26,545		)	(92,700		)	(84,278		)
Income tax (expense) benefit	(87,613		)	6,800			(72,419		)	15,311
Gain on sale of assets	829			46			2,091			1,095
Foreign currency gain (loss)	1,839			(1,696		)	3,184			(5,907		)
Derecognition of the TRA liability (2)	122,515			—			122,515			—
Charges and credits (3)	(7,616		)	(20,151		)	(22,231		)	(37,241		)
Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

⁽²⁾  Please see Note 12 - Related Party Transactions for further discussion.

⁽³⁾  Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016: $2,342 and $3,828, respectively, and for the nine months ended September 30, 2017 and 2016: $11,458 and $12,356, respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016: none and none, respectively, and for the nine months ended September 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016: $1,648 and $14,534, respectively, and for the nine months ended September 30, 2017 and 2016: $2,386 and $18,858, respectively), Unrealized and realized (losses) (for the three months ended September 30, 2017 and 2016: $(1,123) and $(10), respectively, and for the nine months ended September 30, 2017 and 2016: $(2,819) and $(973), respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016: $2,503 and $1,779, respectively, and for the nine months ended September 30, 2017 and 2016: $5,109 and $5,054, respectively).

25

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables set forth certain financial information with respect to our reportable segments (in thousands):

	International Services			U.S. Services			Tubular Sales			Blackhawk			Eliminations			Total
Three Months Ended September 30, 2017
Revenue from external customers	$	53,742		$	29,065		$	7,701		$	17,575		$	—		$	108,083
Inter-segment revenue	3			4,062			3,111			33			(7,209		)	—
Operating loss	(2,647		)	(25,453		)	(3,967		)	(3,013		)	—			(35,080		)
Adjusted EBITDA	11,151			(11,322		)	(1,333		)	3,477			—			*
Three Months Ended September 30, 2016
Revenue from external customers	$	51,028		$	34,057		$	20,029		$	—		$	—		$	105,114
Inter-segment revenue	(1		)	3,641			5,036			—			(8,676		)	—
Operating loss	(17,697		)	(30,415		)	(820		)	—			—			(48,932		)
Adjusted EBITDA (1)	4,532			(5,995		)	165			—			—			*
Nine Months Ended September 30, 2017
Revenue from external customers	$	153,851		$	89,936		$	40,787		$	51,899		$	—		$	336,473
Inter-segment revenue	18			12,890			10,350			105			(23,363		)	—
Operating loss	(19,140		)	(73,092		)	(782		)	(12,642		)	—			(105,656		)
Adjusted EBITDA	25,459			(27,775		)	1,736			7,653			—			*
Nine Months Ended September 30, 2016
Revenue from external customers	$	191,440		$	119,955		$	68,151		$	—		$	—		$	379,546
Inter-segment revenue	45			11,691			15,053			—			(26,789		)	—
Operating loss	(25,834		)	(74,722		)	(1,936		)	—			—			(102,492		)
Adjusted EBITDA (1)	31,752			(13,018		)	1,343			—			—			*

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

* Non-GAAP financial measure not disclosed.

Note 17—Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):

	For the Nine Months Ended September 30,
	2017		2016
Non-cash transactions:
Change in accounts payable and accrued expenses related to capital expenditures	$	3,983	$	1,086
Conversion of Preferred Stock	—		56,056
Tax receivable agreement liability	—		(124,646		)
Deferred tax impact of tax receivable agreement	—		68,590

26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:

• our business strategy and prospects for growth;

• our cash flows and liquidity;

• our financial strategy, budget, projections and operating results;

• the amount, nature and timing of capital expenditures;

• the availability and terms of capital;

• competition and government regulations; and

• general economic conditions.

Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

• the level of activity in the oil and gas industry;

• further or sustained declines in oil and gas prices, including those resulting from weak global demand;

• the timing, magnitude, probability and/or sustainability of any oil and gas price recovery;

• unique risks associated with our offshore operations;

• political, economic and regulatory uncertainties in our international operations;

• our ability to develop new technologies and products;

• our ability to protect our intellectual property rights;

• our ability to employ and retain skilled and qualified workers;

• the level of competition in our industry;

• operational safety laws and regulations; and

• weather conditions and natural disasters.

These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item IA of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Form 10-Q, and elsewhere within this Form 10-Q, (2) our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 24, 2017 (our "Annual Report"), (3) our other reports and filings we make with the SEC from time to time and (4) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements in this section.

27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Form 10-Q.

Overview of Business

We are a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry and have been in business for over 75 years. We provide our services to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells.

We conduct our business through four operating segments:

• International Services. We currently provide our services in approximately 60 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.

• U.S. Services. We service customers in the offshore areas of the U.S. Gulf of Mexico. In addition, we have a presence in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale.

• Tubular Sales. We design, manufacture and distribute large OD pipe, connectors and casing attachments and sell large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

• Blackhawk. We provide well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.

Market Outlook

The market for our products and services continues to be challenged by depressed oil and gas commodity prices and reduced customer spending on offshore exploration and development projects. Despite some stabilization in commodity prices and increases in U.S. onshore activity and profitability, commodity prices remain below levels necessary for meaningful increases in offshore activity, particularly in the markets of West Africa and the U.S. Gulf of Mexico. For the remainder of 2017, we expect to see further deterioration of pricing and activity in the U.S. Gulf of Mexico and, consequently, our Tubular Sales business segment. International markets are beginning to show signs of stabilization and the potential for reaching an activity bottom in the next twelve months. We expect to see growth in our Blackhawk segment both in the U.S. onshore and in select international markets during the next several quarters as we expand its operational footprint. In order to offset some of the declines in activity and pricing, we continue to look for ways to improve our operational efficiency and grow share in markets in which we have historically been underrepresented, including international land and shelf opportunities. We also continue to evaluate potential

28

acquisitions to broaden our well construction offering and position the Company for revenue growth in a market recovery.

How We Evaluate Our Operations

We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including revenue, Adjusted EBITDA, Adjusted EBITDA margin and safety performance.

Revenue

We analyze our revenue growth by comparing actual monthly revenue to our internal projections for each month to assess our performance. We also assess incremental changes in our monthly revenue across our operating segments to identify potential areas for improvement.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-based compensation, unrealized gain or loss, the effects of the tax receivable agreement ("TRA"), other non-cash adjustments and other charges or credits. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of our revenues. We review Adjusted EBITDA and Adjusted EBITDA margin on both a consolidated basis and on a segment basis. We use Adjusted EBITDA and Adjusted EBITDA margin to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), items outside the control of our management team (such as income tax and foreign currency exchange rates) and other charges outside the normal course of business. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"). Previously reported Adjusted EBITDA for the three and nine months ended September 30, 2016 has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to net income (loss) for each of the periods presented (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)
Interest income, net	(1,019		)	(646		)	(2,170		)	(1,050		)
Depreciation and amortization	30,650			26,545			92,700			84,278
Income tax expense (benefit)	87,613			(6,800		)	72,419			(15,311		)
Gain on sale of assets	(829		)	(46		)	(2,091		)	(1,095		)
Foreign currency (gain) loss	(1,839		)	1,696			(3,184		)	5,907
Derecognition of the TRA liability (1)	(122,515		)	—			(122,515		)	—
Charges and credits (2)	7,616			20,151			22,231			37,241
Adjusted EBITDA	$	1,973		$	(1,298	)	$	7,073		$	20,077
Adjusted EBITDA margin	1.8		%	(1.2		)%	2.1		%	5.3		%

⁽¹⁾  Please see Note 12 - Related Party Transactions in the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.

29

⁽²⁾  Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016: $2,342 and $3,828, respectively, and for the nine months ended September 30, 2017 and 2016: $11,458 and $12,356, respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016: none and none, respectively, and for the nine months ended September 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016: $1,648 and $14,534, respectively, and for the nine months ended September 30, 2017 and 2016: $2,386 and $18,858, respectively), Unrealized and realized losses (for the three months ended September 30, 2017 and 2016: $1,123 and $10, respectively, and for the nine months ended September 30, 2017 and 2016: $2,819 and $973, respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016: $2,503 and $1,779, respectively, and for the nine months ended September 30, 2017 and 2016: $5,109 and $5,054, respectively).

For a reconciliation of our Adjusted EBITDA on a segment basis to the most comparable measure calculated in accordance with GAAP, see “Operating Segment Results.”

Safety and Quality Performance

Maintaining a strong safety record is a critical component of our operational success. Many of our customers have safety standards we must satisfy before we can perform services. As a result, we continually monitor and improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate in addition to the Lost Time Incident Rate, which are reviewed on both a monthly and rolling twelve-month basis.

Our business is dependent on our ability to provide highly reliable and safe equipment. If our equipment does not meet statutory regulations and/or our clients do not accept the quality of our equipment, we could encounter loss of contracts and/or loss of reputation, which could materially impact our operations and profitability. Further, the failure of our equipment could subject us to litigation, regulatory fines and/or adverse customer reaction. In addition, equipment certification requirements vary by region and changes in these requirements could impact our ability to operate in certain markets if our tools do not comply with these requirements.

30

Consolidated Results of Operations

The following table presents our consolidated results for the periods presented (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(Unaudited)
Revenues:
Equipment rentals and services	$	92,547		$	85,698		$	272,402		$	312,132
Products	15,536			19,416			64,071			67,414
Total revenue	108,083			105,114			336,473			379,546
Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services (1)	60,981			57,307			178,865			189,965
Products (1)	10,750			16,029			45,162			51,446
General and administrative expenses (1)	39,963			39,677			125,107			138,586
Depreciation and amortization	30,650			26,545			92,700			84,278
Severance and other charges	1,648			14,534			2,386			18,858
Gain on sale of assets	(829		)	(46		)	(2,091		)	(1,095		)
Operating loss	(35,080		)	(48,932		)	(105,656		)	(102,492		)
Other income (expense):
Derecognition of the TRA liability (2)	122,515			—			122,515			—
Other income (expense), net	(384		)	984			348			2,145
Interest income, net	1,019			646			2,170			1,050
Mergers and acquisition expense	—			—			(459		)	—
Foreign currency gain (loss)	1,839			(1,696		)	3,184			(5,907		)
Total other income (expense)	124,989			(66		)	127,758			(2,712		)
Income (loss) before income tax expense (benefit)	89,909			(48,998		)	22,102			(105,204		)
Income tax expense (benefit)	87,613			(6,800		)	72,419			(15,311		)
Net income (loss)	2,296			(42,198		)	(50,317		)	(89,893		)
Less: Net loss attributable to noncontrolling interest	—			(5,216		)	—			(20,741		)
Net income (loss) attributable to Frank's International N.V.	$	2,296		$	(36,982	)	$	(50,317	)	$	(69,152	)

⁽¹⁾  For the three months ended September 30, 2016, $10,305 and $2,792 have been reclassified from general and administrative expenses to equipment rentals and services and products, respectively, and $34,598 and $8,852, respectively, for the nine months ended September 30, 2016. See Note 1 - Basis of Presentation in the Notes to Unaudited Condensed Consolidated Financial Statements.

⁽²⁾  Please see Note 12 - Related Party Transactions in the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

Revenues. Revenues from external customers, excluding intersegment sales, for the three months ended September 30, 2017increased by $3.0 million, or 2.8%, to $108.1 million from $105.1 million for the three months ended September 30, 2016. The revenue increase was primarily attributable to our recently acquired Blackhawk segment and our International Services segment, partially offset by a decrease in our U.S. Services and Tubular Sales segments. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

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Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the three months ended September 30, 2017decreased by $1.6 million, or 2.2%, to $71.7 million from $73.3 million for the three months ended September 30, 2016 due to our cost cutting initiatives.

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2017increased by $4.1 million, or 15.5%, to $30.7 million from $26.5 million for the three months ended September 30, 2016, primarily due to our recently acquired Blackhawk segment.

Severance and other charges. Severance and other charges for the three months ended September 30, 2017decreased by $12.9 million, or 88.7%, to $1.6 million from $14.5 million for the three months ended September 30, 2016 due to higher workforce reductions in the third quarter of 2016 compared to 2017 as we took steps to adjust our workforce to meet the depressed demand in the industry.

Foreign currency gain (loss). Foreign currency gain for the three months ended September 30, 2017 was $1.8 million as compared to a foreign currency loss for the three months ended September 30, 2016 of $1.7 million. The change in foreign currency gain (loss) year-over-year was primarily driven by the weakening of the U.S. dollar against other currencies.

Income tax expense (benefit). Income tax expense for the three months ended September 30, 2017 increased by $94.4 million to $87.6 million from a benefit of $6.8 million for the three months ended September 30, 2016, primarily as a result of recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Revenues. Revenues from external customers, excluding intersegment sales, for the nine months ended September 30, 2017decreased by $43.1 million, or 11.3%, to $336.5 million from $379.5 million for the nine months ended September 30, 2016. The decrease was primarily attributable to lower revenues in the majority of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International and offshore U.S. Services regions while revenues for Tubular Sales decreased due to lower international demand and decreased deepwater fabrication revenue. The decrease in total revenues was partially offset by revenues from our recently acquired Blackhawk segment of $51.9 million. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the nine months ended September 30, 2017decreased by $17.4 million, or 7.2%, to $224.0 million from $241.4 million for the nine months ended September 30, 2016. Our cost of revenues decline was consistent with our lower revenue and cost cutting initiative.

General and administrative expenses. General and administrative expenses for the nine months ended September 30, 2017decreased by $13.5 million, or 9.7%, to $125.1 million from $138.6 million for the nine months ended September 30, 2016 primarily due to bad debt expense recognized in 2016 related to difficulty in collecting certain receivables in Venezuela and cost cutting initiatives.

Depreciation and amortization. Depreciation and amortization for the nine months ended September 30, 2017 increased by $8.4 million, or 10.0%, to $92.7 million from $84.3 million for the nine months ended September 30, 2016, primarily due to our recently acquired Blackhawk segment, partially offset by a lower depreciable base related to our legacy assets.

Severance and other charges. Severance and other charges for the nine months ended September 30, 2017decreased by $16.5 million, or 87.3%, to $2.4 million from $18.9 million for the nine months ended September 30, 2016 as a result of a higher workforce reduction in 2016 compared to 2017 as we took steps to adjust our workforce to meet the depressed demand in the industry.

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Foreign currency gain (loss). Foreign currency gain for the nine months ended September 30, 2017 was $3.2 million as compared to a foreign currency loss for the nine months ended September 30, 2016 of $5.9 million. The improvement in foreign currency gain (loss) year-over-year was primarily driven by the weakening of the U.S. dollar against other currencies which positively impacted foreign currency gain (loss) for the nine months ended September 30, 2017 and the absence of the devaluation of the Nigerian Naira which negatively impacted foreign currency gain (loss) for the nine months ended September 30, 2016.

Income tax expense (benefit). Income tax expense for the nine months ended September 30, 2017 increased by $87.7 million to $72.4 million from a benefit of $15.3 million for the nine months ended September 30, 2016, primarily as a result of recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

Operating Segment Results

The following table presents revenues and Adjusted EBITDA by segment (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue:
International Services	$	53,742		$	51,028		$	153,851		$	191,440
U.S. Services	29,065			34,057			89,936			119,955
Tubular Sales	7,701			20,029			40,787			68,151
Blackhawk	17,575			—			51,899			—
Total	$	108,083		$	105,114		$	336,473		$	379,546
Segment Adjusted EBITDA (2):
International Services	$	11,151		$	4,532		$	25,459		$	31,752
U.S. Services (1)	(11,322		)	(5,995		)	(27,775		)	(13,018		)
Tubular Sales	(1,333		)	165			1,736			1,343
Blackhawk	3,477			—			7,653			—
	$	1,973		$	(1,298	)	$	7,073		$	20,077

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

⁽²⁾  Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see "Adjusted EBITDA and Adjusted EBITDA Margin").

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

International Services

Revenue for the International Services segment increased by $2.7 million for the three months ended September 30, 2017, or 5.3%, compared to the same period in 2016, primarily due to an increase in Middle East onshore activity, European offshore shelf activity, and increased offshore activity in Latin America and Canada, partially offset by declines in revenue attributable to the Africa and Asia Pacific regions.

Adjusted EBITDA for the International Services segment increased by $6.6 million for the three months ended September 30, 2017, or 146.1%, compared to the same period in 2016, primarily driven by increased revenue as well as lower expenses in 2017 due to cost cutting measures.

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U.S. Services

Revenue for the U.S. Services segment decreased by $5.0 million for the three months ended September 30, 2017, or 14.7%, compared to the same period in 2016. Onshore services revenue increased by $6.3 million as a result of improved activity from increased rig counts. The offshore business saw a decrease in revenue of $11.3 million as a result of overall lower activity due to rig cancellations and delays in the Gulf of Mexico, coupled with downward pricing pressures.

Adjusted EBITDA for the U.S. Services segment decreased by $5.3 million for the three months ended September 30, 2017, or 88.9%, compared to the same period in 2016 due to overall lower offshore activity and increased pricing pressures partially offset by higher activity in our onshore services.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $12.3 million for the three months ended September 30, 2017, or 61.6%, compared to the same period in 2016 primarily due to lower deepwater activity in the Gulf of Mexico and delays in projects.

Adjusted EBITDA for the Tubular Sales segment decreased by $1.5 million for the three months ended September 30, 2017, compared to the same period in 2016 primarily due to the decrease in revenue, which was partially offset by lower expenses due to reduced activity and cost cutting measures.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $17.6 million and $3.5 million for the three months ended September 30, 2017. See Note 3 - Acquisition and Divestitures in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

International Services

Revenue for the International Services segment decreased by $37.6 million for the nine months ended September 30, 2017, or 19.6%, compared to the same period in 2016, primarily due to depressed oil and gas prices which have challenged the economics of our customers' development projects, particularly in Europe and Africa where complex deepwater wells had previously been large revenue drivers. This was partially offset by improved revenue in the Middle East due to increased onshore activity.

Adjusted EBITDA for the International Services segment decreased by $6.3 million for the nine months ended September 30, 2017, or 19.8%, compared to the same period in 2016 primarily due to the decrease in revenue, which was partially offset by the absence of non-recurring charges recognized in 2016 of $9.7 million for bad debt primarily related to difficulty in collecting certain receivables in Venezuela and $2.5 million of additional payroll related costs for Nigeria and Mexico, as well as lower expenses in 2017 due to reduced activity and cost cutting measures.

U.S. Services

Revenue for the U.S. Services segment decreased by $30.0 million for the nine months ended September 30, 2017, or 25.0%, compared to the same period in 2016. Onshore services revenue increased by $12.0 million as a result of improved activity from increased rig counts. The offshore business saw a decrease in revenue of $42.0 million as a result of overall lower activity due to rig cancellations and delays in the Gulf of Mexico, coupled with downward pricing pressures.

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Adjusted EBITDA for the U.S. Services segment decreased by $14.8 million for the nine months ended September 30, 2017 compared to the same period in 2016 primarily due to lower activity in our offshore services, partially offset by an increase in onshore services activity.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $27.4 million for the nine months ended September 30, 2017, or 40.2%, compared to the same period in 2016 primarily as a result of lower deepwater activity in the Gulf of Mexico, which more than offset higher revenue in our international markets.

Adjusted EBITDA for the Tubular Sales segment increased by $0.4 million for the nine months ended September 30, 2017 compared to the same period in 2016 as it was positively impacted by cost cutting measures undertaken during 2016.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $51.9 million and $7.7 million for the nine months ended September 30, 2017. See Note 3 - Acquisition and Divestitures in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Liquidity and Capital Resources

Liquidity

At September 30, 2017, we had cash and cash equivalents and short-term investments of $293.9 million and debt of $0.1 million. Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital expenditures. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements.

Our total capital expenditures are estimated at $40.0 million for 2017. We expect to spend approximately $22.0 million for the purchase and manufacture of equipment and $18.0 million for other property, plant and equipment, inclusive of the purchase or construction of facilities. The actual amount of capital expenditures for the manufacture of equipment may fluctuate based on market conditions. During the nine months ended September 30, 2017 and 2016, capital expenditures were $18.6 million and $29.8 million, respectively, all of which were funded from internally generated funds. We believe our cash on hand and cash flows from operations should be sufficient to fund our capital expenditure and liquidity requirements for the remainder of 2017.

We paid dividends on our common stock of $50.4 million, or $0.225 per common share during the nine months ended September 30, 2017. On October 27, 2017, the Board of Managing Directors of the Company, with the approval from the Board of Supervisory Directors of the Company, approved a plan to suspend the Company’s quarterly dividend in order to preserve capital for various purposes, including to invest in growth opportunities.

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of the Credit Facility, we have the ability to increase the commitments to $150.0 million. At September 30, 2017 and December 31, 2016, we had $2.8 million and $3.7 million, respectively, in letters of credit outstanding and no outstanding borrowings under this facility. As of September 30, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished.

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Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on a leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in the Credit Agreement) of not more than 2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for first quarter of 2017 testing. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of September 30, 2017, we were in compliance with the covenants included in the Credit Agreement.

Citibank Credit Facility

In 2016, we entered into a three-year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of September 30, 2017 and December 31, 2016, we had $2.5 million and $2.2 million in letters of credit outstanding.

Tax Receivable Agreement

We entered into a tax receivable agreement (the “TRA”) with Frank's International C.V. ("FICV") and Mosing Holdings, LLC ("Mosing Holdings") in connection with our initial public offering ("IPO"). The TRA generally provides for the payment by us to Mosing Holdings of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after our IPO (which reductions we refer to as "cash savings") as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock on August 26, 2016 and (ii) imputed

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interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. We will retain the remaining 15% of cash savings, if any. The payment obligations under the TRA are our obligations and not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the TRA.

If we elect to execute our sole right to terminate the TRA early, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, we may be required to make payments under the TRA that we have entered into with Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that we recognize in connection with the conversion of Preferred Stock, which would reduce the actual tax benefit to us. If we were to elect to exercise our sole right to terminate the TRA early or enter into certain change of control transactions, we may incur payment obligations prior to the time we actually incur any tax benefit. In those circumstances, we would need to pay the amounts out of cash on hand, finance the payments or refrain from triggering the obligation. Though we do not have any present intention of triggering an advance payment under the TRA, based on our current liquidity and our expected ability to access debt and equity financing, we believe we would be able to make such a payment if necessary. Any such payment could reduce our cash on hand and our borrowing availability, however, which would also reduce the amount of cash available to operate our business, to fund capital expenditures and to be paid as dividends to our stockholders, among other things. Please see Note 12 - Related Party Transactions in the Notes to Unaudited Condensed Consolidated Financial Statements.

Cash Flows from Operating, Investing and Financing Activities

Cash flows provided by (used in) our operations, investing and financing activities are summarized below (in thousands):

	Nine Months Ended
	September 30,
	2017			2016
Operating activities	$	24,585		$	27,846
Investing activities	(57,243		)	(17,362		)
Financing activities	(51,634		)	(79,831		)
	(84,292		)	(69,347		)
Effect of exchange rate changes on cash	(1,896		)	(3,162		)
Net decrease in cash and cash equivalents	$	(86,188	)	$	(72,509	)

Statements of cash flows for entities with international operations that use the local currency as the functional currency exclude the effects of the changes in foreign currency exchange rates that occur during any given year, as these are noncash changes. As a result, changes reflected in certain accounts on the condensed consolidated statements of cash flows may not reflect the changes in corresponding accounts on the condensed consolidated balance sheets.

Operating Activities

Cash flow provided by operating activities was $24.6 million for the nine months ended September 30, 2017 compared to cash flow provided by operating activities of $27.8 million for the same period in 2016. The decrease in cash flow provided by operating activities was primarily due to lower activity as a result of depressed oil and gas prices, which resulted in a decrease in accounts receivable of $58.1 million and inventories of $13.9 million, partially offset

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by a decrease in accrued expenses and other current liabilities of $37.8 million, deferred revenue of $20.4 million and other non-current liabilities of $8.7 million.

Investing Activities

Cash flow used in investing activities was $57.2 million for the nine months ended September 30, 2017 compared to $17.4 million in the same period in 2016. The increase in cash flow used in investing activities was primarily related to the purchase of investments of $59.8 million, partially offset by lower purchases of property, plant and equipment of $11.2 million and higher proceeds from the sale of assets of $8.5 million during the nine months ended September 30, 2017.

Financing Activities

Cash flow used in financing activities was $51.6 million for the nine months ended September 30, 2017 compared to $79.8 million in the same period in 2016. The decrease in cash flow used in financing activities was primarily due to lower dividend payments of $11.9 million, the absence of a payment to our noncontrolling interest of $8.0 million made in the nine months ended September 30, 2016, and lower repayments on borrowings of $6.9 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements with the exception of operating leases.

Critical Accounting Policies

There were no changes to our significant accounting policies from those disclosed in our Annual Report.

Impact of Recent Accounting Pronouncements

Refer to Note 1 - Basis of Presentation in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of accounting standards we recently adopted or will be required to adopt.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2016 Annual Report on Form 10-K. Except for the change below, our exposure to market risk has not changed materially since December 31, 2016.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the condensed consolidated balance sheets at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations. Based on the derivative contracts that were in place as of September 30, 2017, a 10% weakening of the U.S. dollar as compared to the Canadian dollar, Euro, Norwegian krone, and Pound sterling would result in a $2.4 milliondecrease in the market value of our forward contracts. Please see Item 1. Financial Statements - Note 11 - Derivatives for additional information regarding our foreign currency derivative contracts outstanding in U.S. dollars as of September 30, 2017.

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2017 at the reasonable assurance level.

(b) Change in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, 2017 and December 31, 2016. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. Please see Note 15 - Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the U.S. Securities and Exchange Commission, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

Item 1A.     Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Item 6. Exhibits

The Exhibit Index, which follows the signature page to this report and is incorporated by reference herein, sets forth a list of exhibits to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		FRANK'S INTERNATIONAL N.V.
Date: November 2, 2017	By:	/s/ Kyle McClure
		Kyle McClure
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Deed of Amendment to Articles of Association of Frank's International N.V., dated May 19, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 25, 2017).
*†10.1	Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Supplemental Grant Form).
*†10.2	Employment Offer Letter for Michael C. Kearney effective as of September 26, 2017.
*†10.3	Separation Agreement by and between Douglas G. Stephens, Frank’s International, LLC and Frank’s International N.V., dated October 5, 2017.
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934.
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema Document.
*101.CAL	XBRL Taxonomy Calculation Linkbase Document.
*101.DEF	XBRL Taxonomy Definition Linkbase Document.
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

† Represents management contract or compensatory plan or arrangement.

* Filed herewith.

** Furnished herewith.

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EX-10.1

EXHIBIT 10.1

FRANK’S INTERNATIONAL N.V.

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) evidences an award made as of the _______________ 2017 (the “Date of Grant”), between FRANK’S INTERNATIONAL N.V., a limited liability company organized in the Netherlands (the “Company”), and _______________ (the “Employee”). The Company and Employee may be referred to individually as “Party,” and/or collectively as the “Parties.”

1.The Grant. Pursuant to the FRANK’S INTERNATIONAL N.V. 2013 LONG-TERM INCENTIVE PLAN, as the same may be amended from time to time (the “Plan”), and subject to the conditions set forth below, the Company hereby awards to Employee, effective as of the Date of Grant, an award consisting of an aggregate number of __________ restricted stock units (the “Restricted Stock Units” or“RSUs”), whereby each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, par value €0.01 per share (“Common Stock”), plus the potential rights to Dividend Equivalents set forth in Section 3(e) hereof, in accordance with the terms and conditions set forth herein and in the Plan (the “Award”). To the extent any provision of this Agreement conflicts with the expressly applicable terms of the Plan, those terms of the Plan shall control, and if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

2.Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a)“Disability” shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) and Employee. If Employee is not party to such an agreement that defines these terms, then for purposes of this Agreement, “Disability” shall mean Employee being unable to perform Employee’s duties or fulfill Employee’s obligations under the terms of his/her employment by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months as determined by the Employer and certified in writing by a competent medical physician selected by the Employer.

(b)“Executive Severance Plan” shall mean the Company’s Executive Change-In-Control Severance Plan.

(c)“Forfeiture Restrictions” shall have the meaning specified in Section 3(a) hereof.

3.Restricted Stock Units. By acceptance of this Restricted Stock Unit award, Employee agrees with respect thereto as follows:

(a)Forfeiture Restrictions. The Restricted Stock Units are restricted in that they may not be sold, assigned, pledged, exchanged, hypothecated, or otherwise alienated or transferred, encumbered, or disposed of, and in the event of termination of Employee’s employment or service with the Company for any reason other than death or Disability, or, to the extent provided in Section 3(c) below, Employee shall, for no consideration, forfeit to the Company all Restricted Stock Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Stock Units to the Company upon termination of employment or services as provided in this Section 3(a) are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Stock Units.

(b)Lapse of Forfeiture Restrictions (Vesting). Provided that Employee has been continuously employed by the Company from the Date of Grant through _______________ (the “Lapse Date”), and in compliance with the Agreement and all other agreements or obligations to the Company, the Forfeiture Restrictions shall lapse, and the Restricted Stock Units will vest, on the Lapse Date. Except as provided in Subsection (c) below, the Company will issue one share of Common Stock to Employee on the date each RSU is scheduled to become vested under this Section 3(b). Except as provided in Subsection (c) below, any Restricted Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) (and any associated unvested dividend equivalents) shall be forfeited to the Company for no consideration as of the date of the termination of Employee’s employment with the Company.

(c)Accelerated Vesting.

(1)    Death. If Employee’s employment with the Company is terminated by reason of death, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective on the date such death occurs and Employee’s RSUs shall be settled in the manner provided under Section 3(d) below.

(2)    Disability. If Employee’s employment with the Company is terminated by reason of Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective as of the date of Employee’s “separation from service” (as defined under Code Section 409A) and Employee’s RSU’s shall be settled in the manner provided under Section 3(d) below on the Lapse Date.

(3)    Change in Control. If a Change in Control occurs and Employee is a participant in the Executive Severance Plan, then the terms of Section 3 of such plan are hereby incorporated by reference into this Agreement.

(d)Payments. Subject to compliance with all terms of this Agreement, as soon as reasonably practicable after the Lapse Date (but in no event later than the end of the calendar year in which the Lapse Date occurs), or the date of Employee’s death, the Company shall cause to be issued to Employee with respect to each share of Common Stock covered by each such Restricted Stock Unit one share of Common Stock registered in Employee’s name. The Company shall deliver the shares of Common Stock in book-entry form, with such legends or restrictions thereon as the Committee may determine to be necessary or advisable in order to comply with applicable securities laws. Employee shall complete and sign any documents and take any additional action that the Company may request to enable it to deliver shares of Common Stock on Employee’s behalf.

(e)Dividend Equivalents. In the event the Company declares and pays a dividend in respect of its outstanding shares of Common Stock and, on the record date for such dividend, Employee holds Restricted Stock Units granted pursuant to this Agreement that have become vested pursuant to Section 3(c) hereof and have not been settled in accordance with Section 3(d) hereof, Employee shall be entitled to receive a payment, subject to compliance with all terms of this Agreement as well as Section 4 hereof, in respect of the number of shares of Common Stock relating to such vested Restricted Stock Units, with such Dividend Equivalent payment being made in the amount and form that such payment would have been made if, as of such record date, Employee actually held the underlying shares of Common Stock related to the portion of the vested Restricted Stock Units that have not been settled or forfeited as of such record date. Such Dividend Equivalent payment shall be made commensurate with the date the Company pays such dividend in respect of its outstanding shares of Common Stock (however, in no event shall the Dividend Equivalents be paid later than the earlier of 30 days following, or the end of the calendar year that includes, the date on which the Company pays such dividends to its shareholders generally).

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(f)Corporate Acts. The existence of the Restricted Stock Units shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange, or other disposition of all or any part of its assets or business, or any other corporate act or proceeding.

4.Withholding of Tax. To the extent that the receipt of the Restricted Stock Units (or any Common Stock or dividend equivalents related thereto) or the lapse of any Forfeiture Restrictions results in compensation, income or wages to Employee for federal, state, or local tax purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations, and if Employee fails to do so (or if Employee instructs the Company to withhold cash or stock to meet such obligation), the Company shall withhold from any cash or stock remuneration (including withholding any shares of the Common Stock distributable to Employee under this Agreement) then or thereafter payable to Employee, any tax required to be withheld by reason of such resulting compensation income or wages. The Company is making no representation or warranty as to the tax consequences to Employee as a result of the receipt of the Restricted Stock Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.

5.No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights of a holder of Common Stock prior to the date that shares of Common Stock are issued to Employee in settlement of the Award. Employee’s rights with respect to the Restricted Stock Units shall remain forfeitable as stated in this Agreement.

6.Clawback. Notwithstanding any provisions in the Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of the Common Stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to a clawback to the extent necessary to comply with the requirements of any applicable law, including but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, section 304 of the Sarbanes Oxley Act of 2002, or any regulations promulgated thereunder.

7.Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company or a Subsidiary. Without limiting the scope of the preceding sentence, it is specifically provided that Employee shall be considered to have terminated employment or service with the Company at the time of the termination of the “Subsidiary” status of the entity or other organization that employs or engages Employee. Nothing in the adoption of the Plan, nor the award of the Restricted Stock Units thereunder pursuant to this Agreement, shall confer upon Employee the right to continued employment by or service with the Company or affect in any way the right of the Company to terminate such employment or service at any time. Unless otherwise provided in a written employment or consulting agreement or by applicable law, Employee’s employment by or service with the Company shall be on an at-will basis, and the employment or service relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment or service, and the cause of such termination, shall be determined by the Committee or its delegate, in its sole discretion, and its determination shall be final.

8.Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Employee, such notices or communications shall be effectively delivered if hand delivered to Employee at Employee’s principal place of employment or if sent by registered or certified mail or other mail delivery method that provides a receipt, to Employee at the last address Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered

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if sent by registered or certified mail or other mail delivery service that provides a receipt, to the General Counsel of Company at its principal executive offices.

9.Entire Agreement; Amendment. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. The foregoing notwithstanding, this Agreement does not modify or replace in any way any obligations Employee has to the Company or its related entities, under any agreement or applicable law, for non-disclosure, non-competition, non-solicitation, or non-interference.

10.Severability. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, then such unenforceable portion will be modified to be enforceable, or severed from this Agreement if it cannot be modified, and such modification or severance shall have no effect upon the remaining portions of this Agreement which shall remain in full force and effect.

11.No Waiver. No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.

12.Binding Effect; Survival. The provisions of Section 6 shall survive the lapse of the Forfeiture Restrictions without forfeiture. This Agreement shall be binding upon and shall inure to the benefit of the Company, and automatically to any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s obligations under this Agreement are personal and such obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred by Employee without the prior written consent of the Company.

13.Governing Law/Forum/Jury Waiver. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles. With respect to any claim or dispute arising out of or related to this Agreement, the Parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Harris County, Texas, unless another forum or venue is required by law. Both the Company and Employee agree to waive a trial by jury of any or all issues arising under or connected with this Agreement and consent to trial by the judge.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.

FRANK’S INTERNATIONAL N.V.

By:    ____________________________________

Name:     

Title:     

EMPLOYEE

________________________________________

Print Name: ____________________________

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EX-10.2

EXHIBIT 10.2

Execution Copy

September 25, 2017

Mr. Michael C. Kearney

Dear Mike:

Offer and Position

We are pleased to extend an offer of employment to you for the position of Chief Executive Officer and President (“Chief Executive Officer”) of Frank’s International, N.V., a limited liability company organized under the laws of the Netherlands (the “Company”) and of Frank’s International, LLC, a Texas limited liability company (the “Employer”). Your employment is subject to the terms and conditions set forth in this letter (this “Offer Letter”).

Duties

In your capacity as Chief Executive Officer, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from time to time. You will report directly to the Supervisory Board of Directors of the Company (the “Board”) and will serve as Chairman of the Board for no additional compensation. You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of the Company’s and the Employer’s interests. Notwithstanding the foregoing, nothing in this Offer Letter shall preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets and, subject to Board approval which will not be unreasonably withheld, serving on boards of other companies (public or private) not in competition with the Company or the Employer, provided that none of these activities interferes with the performance of your duties hereunder or creates a conflict of interest.

Location

Your principal place of employment shall be at our U.S. headquarters in Houston, Texas, subject to business travel as needed to properly fulfil your employment duties and responsibilities.

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Start Date

Subject to satisfaction of all of the conditions described in this Offer Letter, the anticipated start date for your new role is immediately following 5:00 pm CST on September 26, 2017 (“Start Date”).

Base Salary

In consideration of your services, you will be paid an initial annualized base salary of $750,000 per year, subject to review periodically by the Board (or a committee thereof) and payable in accordance with the standard payroll practices of the Employer, subject to all withholdings and deductions as required by law.

Short-Term Incentive (Annual Bonus) Awards

During your employment, you will be eligible to participate in the Company’s annual short-term incentive plan for executive officers, which shall provide you with an opportunity to receive an annual, calendar-year bonus, based on corporate and individual performance criteria determined in the discretion of the Board or a committee thereof. Your target bonus opportunity will be 100% of your annualized base salary as in effect on the date of grant of the incentive award, with actual payment determined based on performance against the performance goals established by the Board or committee. Except as noted below, you must remain continuously employed through the bonus payment date to be eligible to receive an annual bonus payment for a particular calendar year. You will be eligible for a 2017 bonus, but the amount of your 2017 bonus will be prorated based on the number of days from the Start Date through December 31, 2017.

If an involuntary termination of employment by the Company other than for “cause” or a resignation by you for “good reason” (as such terms are defined herein) occurs, you will be entitled to an annual bonus payment, determined based on target levels of performance; provided, however, that the bonus payment will be prorated based on the number of days during the applicable calendar year that you were employed by the Company.

Long-Term Incentive Plan Equity-Based Awards

Notwithstanding anything to the contrary in any applicable award agreement, the treatment of outstanding equity-based long-term incentive awards upon a separation of your service with the Company will be determined in accordance with this Offer Letter.

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During your employment, you will be eligible to receive annual grants of equity-based incentive awards, as determined by the Board (or a designated committee thereof) in its discretion, under the Company’s Long-Term Incentive Plan (“LTIP”). It is expected that your annual LTIP awards will have an aggregate value on the grant date equal to three and one-half (3.5) times your base salary (such value determined without regard to vesting criteria), which may include performance-based vesting criteria in addition to a time-based vesting schedule.

Initial LTIP Award. For purposes of effectuating the above-referenced LTIP awards, concurrent with your Start Date, you will receive an initial LTIP award of restricted stock units (“RSUs”), with an aggregate value on the date of grant of $2,625,000, calculated based on the final closing price of a share of the Company’s common stock on the date immediately preceding the Start Date (the “Initial LTIP Award”). Fifty percent (50%) of the Initial LTIP Award will be granted in the form of RSUs subject to time-based vesting requirements providing for vesting in three equal annual tranches on each anniversary of the Start Date over a three-year period, based on your continuous service through each applicable vesting date. Fifty percent (50%) of the Initial LTIP Award will be granted in the form of RSUs subject to performance-based vesting requirements providing for vesting following the completion of a three-year performance period, based on performance criteria as included in the award agreement evidencing such performance-based LTIP award, and subject to your continuous service through the end of the performance period. Except as otherwise provided in this Offer Letter, the Initial LTIP Award shall be subject to all other terms and conditions reflected in the LTIP awards previously granted to the Company’s other executive officers in February 2017.

First Annual LTIP Award. Subject to your continued employment through the date of grant, your first annual LTIP award following the Start Date (the “First Annual LTIP Award”) will be granted to you at the time of and pursuant to the Company’s next typical annual LTIP award grant cycle, with the amount of the First Annual LTIP Award being prorated based on the number of days from the Start Date through the date of grant of the First Annual LTIP Award. Except as otherwise provided in this Offer Letter, all other terms of the First Annual LTIP Award (as well as all terms under successive annual LTIP awards granted in 2019 and thereafter) will be determined pursuant to and consistently with the Company’s annual grant process for its executive officers.

LTIP Awards Received as Director. Outstanding LTIP awards that you previously received in your capacity as a non-employee director of the Company (a “Director”) prior to the Start Date (“Director LTIP Awards”) shall continue to vest pursuant to the original vesting schedule so long as you remain in continuous service with the Company or any subsidiary as an executive officer, employee, director, or otherwise.

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Treatment upon Termination of Employment. All LTIP awards granted to you in your capacity as Chief Executive Officer will continue to vest following your involuntary or mutually agreed termination of employment, provided that you continue to be willing to provide services to the Company or its subsidiaries in any other capacity (e.g., as a Director).

Treatment upon Total Cessation of Service Relationship. In the event of an involuntary and complete separation from service in any and all capacities with the Company and the Employer (i.e., you are terminated without “cause” or resign for “good reason,” as such terms are defined below, and any director service is also involuntarily terminated), any unvested portion of your LTIP grants (including your Director LTIP Awards, your Initial LTIP Award, your First Annual LTIP Award, and your regular annual LTIP grants) shall become 100% vested upon such separation from service, with vesting of performance-based awards based on actual performance through the date of your involuntary separation, provided you satisfy certain restrictive covenants during the remainder of the original vesting period under the award agreements. For purposes of the foregoing, for any period in which your service to the Company is being provided as a Director, an “involuntary separation” shall be deemed to occur if you cease serving as a Director due to the Company’s failure to nominate you to the Board for a successive term. However, nothing in this Offer Letter shall be construed as requiring that the Company nominate you to the Board or cause you to be re-elected to the Board for any term.

Legal Fees

The Company shall reimburse you for the reasonable legal fees incurred in negotiating and drafting this Offer Letter up to a maximum of $10,000, provided that before any such reimbursement is made, you must provide the Company with a request for reimbursement no later than 60 days following the Start Date and any such reimbursement payment shall be made on or before March 15 of the calendar year immediately following the Start Date.

Benefits and Perquisites

Except as otherwise provided in this Offer Letter, you will be eligible to participate in the employee benefit plans and programs generally available to the Company's senior executives, including but not limited to group medical, dental, vision, and life insurance, disability benefits, retirement plans, and an employee stock purchase plan, in each case, subject to the terms and conditions of such plans and programs. You will be entitled to four weeks of paid vacation annually. You will also be entitled to the fringe benefits and perquisites that are made available to other senior executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company and the Employer reserve the right to amend, modify, or terminate any benefit plans or programs at any time and for any reason.

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Stock Ownership Guidelines

As the Chief Executive Officer of the Company, you will be required to comply with the Company's Stock Ownership Guidelines applicable to executive officers, which requires our Chief Executive Officer to maintain a stock ownership level equal to five times your annualized base salary, such level to be reached within five years of your appointment as Chief Executive Officer.

Term of Employment

Your employment with the Employer will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Employer may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Employer.

Severance Benefits; Termination in Connection With a Change-in-Control

If an involuntary termination of employment by the Company other than for “cause” or a resignation by you for “good reason” (as such terms are defined herein) occurs on or within 24 months following a “Change in Control” (as defined under the LTIP), then, subject to your delivery and nonrevocation of a release of claims as reasonably requested by the Company, you shall be entitled to receive the following, provided you have remained continuously employed as the Chief Executive Officer through the applicable date: (i) a lump sum cash severance payment equal to (A) 1x your annualized base salary if your involuntary termination occurs prior to the first anniversary of the Start Date or (B) 0.5x your annualized base salary if your termination occurs on or following the first anniversary of the Start Date but prior to the second anniversary of the Start Date; (ii) 18 months of continued coverage under the Company’s group health plan on the same basis as similarly situated employees; and (iii) continued or accelerated vesting of awards granted to you under the LTIP, as described above in the “Long-Term Incentive Plan Equity-Based Awards” section of this Term Sheet. Eligibility for these change-in-control payments and benefits is provided in lieu of any participation in the Company’s Executive Change-in-Control Severance Plan. For the sake of clarity, you will not be entitled to participate in the Company’s Executive Change-in-Control Severance Plan.

No severance payments shall be payable upon a termination of employment that does not meet the requirements described in the foregoing paragraph. However, outstanding LTIP awards shall be subject to treatment as described in the “Long-Term Incentive Plan Equity-Based Awards” section of this Offer Letter, and your short-term incentive program award for the year of termination shall be subject to treatment as described in the “Short-Term Incentive (Annual Bonus) Awards” section above.

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Release

Any severance payment or benefit or any favorable vesting treatment under your LTIP awards following a separation from service provided under this Offer Letter shall be subject to your execution and nonrevocation of a standard release of claims

Clawback

Any amounts payable hereunder are subject to any policy established by the Company or statutory or other legal requirements applicable to senior executives providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in accordance with any applicable law or regulation. For the avoidance of doubt, the Company: (1) currently contemplates legally required clawbacks in the Change-in-Control Severance Plan and in the form of LTIP award agreement; and (2) shall not be unilaterally or subjectively entitled to demand a clawback of any compensation awarded to you if not so required under applicable law.

Governing Law

This Offer Letter shall be governed by the laws of Texas, without regard to conflict of law principles.

Definitions

For purposes of this Offer Letter, “Cause” means: a determination by the Board that your (i) have engaged in gross negligence, incompetence, or misconduct in the performance of your duties with respect to the Company, the Employer or any of their affiliates; (ii) have failed to materially perform your duties and responsibilities to the Company, the Employer or any of their affiliates; (iii) have breached any material provision of any written agreement or corporate policy or code of conduct established by the Company, the Employer or any of their affiliates; (iv) have engaged in conduct that is, or could reasonably expected to be, materially injurious to the Company, the Employer or any of their affiliates; (v) have committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Company, the Employer or any of their affiliates; or (vi) have been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).

For purposes of this Offer Letter, “Good Reason” means the occurrence, without your express written consent, of: (i) a material reduction in your authority, duties, or responsibilities (including a change in your duty to report solely and directly to the Board); (ii) a material reduction in your annual rate of base salary or target annual bonus opportunity; (iii) a relocation of your principal place of employment to a location more than 50 miles from the Company’s existing offices in Houston, Texas; (iv) any material breach by the Company or the Employer of their obligations under this Offer Letter; or (v) the failure of any successor or assigns of the Company or the Employer, as applicable, to assume the obligations of the Company or the Employer under this Offer Letter; provided, however, that Good Reason will not exist unless (A) you have provided the Employer with written notice of the condition giving rise to the Good Reason within 45 days of the initial existence of the condition, (B) the condition specified in the notice

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remains uncorrected for 30 days after the Employer’s receipt of the notice, and (C) the date of your termination of employment occurs within 90 days following the date on which you first learn of the condition.

Employment Requirements

On your Start Date, you will be required to execute certain agreements with the Company and/or Employer, including an Executive Confidentiality and Restrictive Covenant Agreement (enclosed with this Offer Letter), as well as certifications acknowledging various company policies, such as our Anti-Bribery Policy, Code of Business Conduct and Ethics, Conflicts of Interest Policy, Financial Code of Ethics, Insider Trading Policy, Global Travel and Entertainment Policy, and the Policy for Employee Complaint Procedures for Accounting and Compliance Matters. Your employment with the Employer requires your certifications acknowledging these policies.

Representations

By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Employer about any such restrictions and provide the Employer with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company or the Employer without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Employer. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.

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We look forward to you joining our team. If you have any questions about the above details, please call me immediately. If this Offer Letter correctly sets forth the terms of our agreement, please sign and return this Offer Letter. Upon execution of this Offer Letter by all parties hereto, it shall become our binding agreement.

We look forward to hearing from you.

Sincerely,

/s/ Robert W. Drummond

Robert W. Drummond

Supervisory Director and Chairman of the Compensation Committee

Frank’s International N.V.

FRANK’S INTERNATIONAL, LLC (as Employer)

By:    /s/ Alejandro Cestero

Alejandro (Alex) Cestero

Senior Vice President, Secretary, General Counsel and Chief Compliance Officer

Acceptance of Offer

I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing Offer Letter. I have not relied on any agreements or representations, express or implied that are not set forth expressly in the foregoing Offer Letter. This Offer Letter, along with the Director LTIP Awards, constitutes the entire agreement and understanding of the parties hereto concerning my service with the Company following the Start Date and the compensation and benefits applicable thereto and supersedes and replaces all other prior and contemporaneous understandings, agreements, Board resolutions, representations and warranties, both written and oral, with respect to the subject matter of this Offer Letter or my compensation as a Director, including but not limited to any agreements or understandings entered into during my service as a Director.

/s/ Michael C. KearneySeptember 26, 2017

Michael C. Kearney                        DATE

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EX-10.3

EXHIBIT 10.3

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (this “Agreement”) is entered into by and amongst Douglas G. Stephens (“Executive”), Frank’s International, LLC (the “Company”), and Frank’s International N.V. (“FINV”) (the Company and FINV, collectively, with all of FINV’s subsidiaries and affiliated companies and entities, the “FINV Entities”). The Company, FINV, and Executive are referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and/or FINV and Executive are parties to (a) that certain Offer Letter dated November 11, 2016 (the “Offer Letter”), (b) a Restricted Stock Unit award agreement dated November 15, 2016, including Exhibit A thereto (the “2016 RSU Award”); (c) a Restricted Stock Unit award agreement dated February 20, 2017 reflecting time-based vesting requirements only and including Exhibit A thereto (the “2017 RSU Award” and collectively with the 2016 RSU Award, the “RSU Awards”), (d) a Restricted Stock Unit Award agreement dated February 20, 2017 reflecting performance-based vesting requirements and including Exhibits A and B thereto (the “2017 PSU Award”and collectively with the RSU Awards, the “LTIP Awards”); and (e) the Frank’s International N.V. Employee Stock Purchase Plan (the “ESPP”); and

WHEREAS, other than as set forth above, pursuant to the qualified retirement plan of FINV, or in other miscellaneous general policies of applicable FINV Entities, there are no other material agreements or understandings amongst the Parties regarding Executive’s employment status, compensation, or benefits; and

WHEREAS, as of the Separation Date (as defined below), Executive is no longer employed by the Company or any of the FINV Entities; and

WHEREAS, the Parties wish for Executive to receive certain severance payments, which payments are conditioned upon Executive’s entry into and compliance with this Agreement and Exhibit A hereto in the time provided to do so and Executive’s non-revocation of his entry into Exhibit A in the time provided to do so.

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, the Company, and FINV, the Parties hereby agree as follows:

1.     Separation from Employment. The Parties acknowledge and agree that Executive’s employment with the Company has ended or will end as of 5:00 pm CDT, September 26, 2017 (the “Separation Date”) and that, as of the Separation Date, Executive will no longer be employed by any FINV Entity. Effective as of the Separation Date, Executive will resign from and will be removed from all positions, posts, offices and assignments with the Company, FINV, and all other FINV Entities. Executive acknowledges that, from and after the Separation Date, he shall have no authority to, and shall not, act as an employee or agent of, or in any other capacity with respect to any FINV Entity.

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2.     Severance Payments. Provided that Executive (x) executes and delivers to the Company, care of Alejandro Cestero (Senior Vice President, General Counsel, Secretary and Chief Compliance Officer), an executed copy of this Agreement so that it is received by Mr. Cestero no later than 5:00 pm CST on October 6, 2017; (y) executes and delivers to Mr. Cestero the General Release of Claims attached hereto as Exhibit A (the “Release”) no earlier than the Separation Date, returns a copy of the Release that has been executed by him to Mr. Cestero so that it is received by Mr. Cestero no later than the close of business on October 17, 2017 (the “Release Delivery Deadline”), and does not revoke such acceptance in the manner provided for in the Release; and (z) otherwise complies with his obligations under this Agreement, the Release, and any other agreements with the FINV Entities, then:

(a)    Cash Severance. The Company shall pay to Executive a lump sum cash payment equal to $651,000, which represents an amount equal to (i) six (6) months of Executive’s annual base salary ($325,000), plus (ii) a prorated portion (through September 30, 2017) of Executive’s short-term incentive award for 2017, calculated at approximately 67% of target ($326,000) (the “Severance Payment”). The Severance Payment shall be paid, less applicable taxes, in a lump sum as soon as administratively feasible following the effectiveness of the Release and no later than 60 days following the Separation Date.

(b)    Long-Term Incentive Plan Awards. With respect to the LTIP Awards, the Parties agree that, notwithstanding the terms of the LTIP Award agreements or any other agreement between Executive and any FINV Entity, effective on the Separation Date, one-third of the restricted stock units granted under such LTIP Awards will vest and become non-forfeitable, with the remaining two-thirds of such restricted stock units being forfeited to FINV without consideration. For purposes of the preceding sentence, the number of restricted stock units subject to the 2017 PSU Award shall be determined based on the target performance level thereunder.

(c)    Outplacement Benefits. The Company will provide outplacement assistance to Executive, provided the total value of such assistance shall not exceed fifteen thousand dollars ($15,000), and all such assistance shall be provided within twelve (12) months after the Separation Date. If Executive elects to receive such outplacement assistance, the Company will reimburse Executive for such expense, subject to the limits contained in the preceding sentence, provided Executive shall be required to submit requests for reimbursement to the Company no later than thirty (30) days after the end of the calendar year in which the expenses are incurred, and any such reimbursement shall be paid by the Company within thirty (30) days following the receipt of the reimbursement request, which shall be sent to Company at its corporate headquarters, care of the Corporate Secretary, and shall reference this Agreement. Executive’s right to this reimbursement payment shall not be subject to liquidation or exchange for any other payment or benefit.

2

(d)    Health Care Coverage. The Company will provide continued coverage to Executive and his qualifying dependents under its medical benefit plans pursuant to COBRA for up to eighteen (18) months following the Separation Date at active employee rates (the “COBRA Subsidy”); provided that Executive’s receipt of the COBRA Subsidy will be subject to Executive’s timely election to continue coverage consistent with the requirements of COBRA. Notwithstanding the foregoing, the Company’s obligations under this Section 2(d) shall cease prior to the end of the 18-month period described in the foregoing sentence should either of the following occur: (i) Executive becomes no longer eligible to receive COBRA continuation coverage under the Company’s medical benefit plans; or (ii) Executive becomes eligible to receive substantially similar coverage from another employer, which eligibility Executive must report to the Company in writing within three (3) business days following the date that Executive becomes eligible for such coverage.

Executive acknowledges that the payments and benefits described in this Section 2 are consideration over and above that to which Executive otherwise would be entitled upon his separation and are paid in consideration for his acceptance of this Agreement. Executive understands and acknowledges that any payments under this Section 2 which are classified as “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) shall be subject to the provisions of Section 10 below.

3.     Non-Disparagement. Executive shall refrain from any criticisms or disparaging comments about any of the FINV Entities or its officers, directors, or employees; provided, however, that this obligation shall be subject to Section 5 below and shall not apply to or restrict the communication of information by Executive to any state or federal law enforcement agency or testimony or disclosure compelled or required by law or regulation or process of law. The Company agrees to instruct its human resources and executive officers to refrain from any criticisms or disparaging comments about Executive; provided, however, that the parties understand that it would be impracticable for the Company to monitor all statements or commentary by its global workforce. Furthermore, the parties agree that obligation shall not apply to or restrict the communication of information to any state or federal law enforcement agency or testimony or disclosure compelled or required by law or regulation or process of law. The rights afforded under this Section 3 are in addition to any and all rights and remedies otherwise afforded by applicable law.

4.    Non-Disclosure of Confidential Information. Executive acknowledges that he has had access to confidential information, training, and goodwill of the Company and the other FINV Entities while employed by the Company, including without limitation, any information obtained by Executive during the course of Executive’s employment with the Company concerning the business or affairs of the Company and its affiliates or that of its or its affiliates’ customers, suppliers, contractors, subcontractors, agents or representatives. Executive affirms he will adhere to all terms regarding non-disclosure and protection of such confidential information as set forth in (a) Exhibit A of the Participation Agreement entered into under FINV’s Executive Change-in-Control

3

Severance Plan (the “Participation Agreement”), (b) Exhibit A of the RSU Awards, (c) Exhibit B of the 2017 PSU Award, (d) the Executive Confidentiality and Restrictive Covenant Agreement dated November 11, 2016, and (e) any other agreement with the Company or any other FINV Entity relating to confidentiality or other restrictive covenants (collectively, the “Restrictive Covenant Agreements”).

5.    Protected Disclosures, Reporting to Government Agencies. Nothing in this Agreement shall prevent Executive from filing a charge or complaint or making a disclosure or report of possible unlawful activity, including a challenge to the validity of this Agreement, with any governmental agency, including but not limited to the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or the Securities and Exchange Commission (“SEC”), the Occupational Safety and Health Administration (“OSHA”), or any other self-regulatory organization or any other federal or state regulatory authority (collectively, “Government Agencies”). Nothing in this Agreement (or any other agreement between Executive and an FINV Entity) will prevent Executive from: (a) making a good faith report of possible violations of applicable law to any Government Agency or (b) making disclosures to any Government Agency that are protected under the whistleblower provisions of applicable law, in each case, without notice to any FINV Entity. Nothing in this Agreement limits Executive’s right, if any, to receive an award for information provided to the SEC or any other Government Agency. Further, nothing herein shall prevent Executive from making a disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal and (2) does not disclose the trade secret, except pursuant to court order. This Agreement does not impose any condition precedent (such as prior disclosure to the Company), any penalty, or any other restriction or limitation adversely affecting Executive’s rights regarding any governmental agency disclosure, report, claim or investigation. For the avoidance of doubt, Executive understands that nothing in this Agreement shall be construed as prohibiting truthful testimony in any formal or informal interviews or proceedings with law enforcement officials.

6.    Non-Competition/Non-Solicitation/Non-Interference. Executive acknowledges that except as stated in this Section 6, following the Separation Date, he will remain subject to the promises not to compete with the Company or its affiliates, and not to solicit or interfere with the Company’s or its affiliates’ relationships with its customers and employees as reflected in the Restrictive Covenant Agreements. For the avoidance of doubt, the term “planned (future) bids, projects, contracts, and relationships with its customers and potential customers” in Section 3.1 of

4

the Executive Confidentiality and Restrictive Covenant Agreement pertains to (a) any new business line that had been, or was being, reviewed on or before the Separation Date as part of the Company’s strategic plan, including but not limited to any plans relating to the Company’s TRS, tubular products and fabrication, drilling tools, or Blackhawk tools and/or services or (b) any planned or future bids, projects, contracts, or relationships for which Executive had any responsibilities or duties or about which Executive received or obtained any Confidential Information, and in each case with respect to clauses (a) and (b), which the Company or any of its affiliates has decided to pursue, or in which the Company or any of its affiliates has made material plans or taken demonstrable steps to engage.  Effective as of the Effective Date (as defined in the Release), the Restrictive Covenant Agreements will be modified to provide that the “Restricted Period” (as defined in the LTIP Awards and the Executive Confidentiality and Restrictive Covenant Agreement) and the “Prohibited Period” (as defined in the Participation Agreement), as such terms apply to the covenants not to compete, shall mean the term beginning on the date Executive became employed by the Company and ending on the date that is six (6) months after the Separation Date, subject to any suspension or tolling provisions thereunder. All other terms of the Restrictive Covenant Agreements, including but not limited to the Restricted Period or Prohibited Period, as applicable, to covenants not to solicit officers, employees, customers, contractors, vendors, or suppliers, will remain unchanged.

7.    Withholding of Taxes and Other Employee Deductions. The Company may withhold from all payments made pursuant to this Agreement all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling.

8.    Affiliate. As used in this Agreement, the term “affiliate” or “affiliated,” as used with respect to a particular person or entity, shall mean any other person or entity which owns or controls, is owned or controlled by, or is under common ownership or control with, such particular person or entity.

9.    Entire Agreement. This Agreement and the Release constitute the entire agreement and understanding concerning Executive’s separation from service and termination of employment with the Company or any other FINV Entity, and the other subject matters addressed herein amongst the Parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof, including but not limited to the Offer Letter, FINV’s equity-based compensation plan and any award agreement entered into thereunder (except for Exhibit A of the RSU Awards, Exhibit B of the 2017 PSU Award, and the Participation Agreement), and FINV’s short-term incentive program and any award thereunder; provided, however, that this Agreement does not replace or alter in any way (other than as expressly provided under Section 6 of this Agreement) any obligations Executive owes to the Company under applicable laws, or owed under any agreements regarding confidentiality, non-disclosure, non-solicitation, non-competition, duties of loyalty or fiduciary duty, to the extent that such obligations are not in conflict with, or inconsistent with, Executive’s obligations under this Agreement.

5

Applicable laws may include, but are not limited to, state laws protecting company trade secrets or other confidential information; provided, further, that this Agreement does not supersede nor replace any of the Company’s and/or one of more FINV Entities’ tax qualified retirement plans, nor the ESPP, all of which shall remain in full force and effect in accordance with their terms and conditions.

10.    Section 409A Compliance. It is intended that the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A and as provided under Treasury Regulations sections 1.409A-1(b)(4), 1.409A- 1(b)(5), and 1.409A-(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent any amount paid under this Agreement is subject to Section 409A, the commencement of payment or provision of any payment or benefit under this Agreement shall be deferred to the minimum extent necessary to prevent the imposition of any excise taxes or penalties on the Company or Executive. Although the Company shall use its good faith best efforts to avoid the imposition of taxation, interest, and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or other taxpayer as a result of the Agreement.

11.    Return of Company Property. Executive agrees that he has returned to the Company all property (including property purchased or paid for by the Company that is in Executive’s possession, custody or control) which belongs to the Company, including any keys, access cards, computers, cell phones, pagers, or other equipment and any Company records, files, data, and documents (whether on a work or personal computer, in electronic format or otherwise, unaltered and unmodified, and whether confidential in nature or not). Executive shall immediately report to the Company any passwords for Executive’s computer or other access codes for anything associated with Executive’s employment with Company.

12.    Post-Employment Cooperation. Executive agrees to make reasonable efforts to assist the Company and the other FINV Entities after his separation from employment, including but not limited to: assisting with transition of Executive’s duties, assisting with issues that arise after separation from employment, and assisting with any legal proceeding, governmental inquiry, investigation, lawsuit, or claim involving matters occurring during his employment with the Company. These duties include responding to inquiries from the Company and its designees, providing relevant information or documents, as well as providing truthful testimony at interviews, depositions, or hearings, as requested by the Company or required by subpoena.

13.    No Admission. Executive understands this Agreement is not and shall not be deemed or construed to be an admission by Company of any wrongdoing of any kind or of any breach of any contract, law, obligation, policy, or procedure of any kind or nature.

14.    Injunctive Relief. Because of the difficulty of measuring economic losses to the Company and other FINV Entities as a result of a breach of the covenants in Sections 3, 4, or 6, and because of the immediate and irreparable damage that would be caused to the Company or other FINV Entities for which they would have no other adequate remedy, Executive agrees that

6

the Company shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders and that such enforcement shall not be the Company’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company at law and equity.

16.    No Waiver. No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (a) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (b) preclude insistence upon strict compliance in the future.

17.    Applicable Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and interpreted under the laws of the State of Texas without regard to conflict of laws. The Parties agree that any dispute concerning this Agreement shall be brought only in a court of competent jurisdiction in Harris County, Texas, unless another forum or venue is required by law. BOTH THE COMPANY AND EXECUTIVE HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE TO WAIVE THEIR RIGHTS TO A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING UNDER OR CONNECTED WITH THIS AGREEMENT AND KNOWINGLY AND VOLUNTARILY CONSENT TO TRIAL BY A JUDGE.

18.    Severability; Modification. To the extent permitted by applicable law, the Company, FINV, and Executive hereby agree that any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

19.    Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

20.    Third-Party Beneficiaries. Each FINV Entity that is not a signatory hereto shall be a third-party beneficiary of Executive’s covenants, representations, and release of claims set forth in this Agreement, including Exhibit A hereto.

21.    Amendment. This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by all Parties; provided, however, that the Company may, with prospective or retroactive effect, amend this Agreement at any time (to the extent Executive is not adversely affected by such amendment), if determined to be necessary, appropriate or advisable in response to administrative guidance issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to comply with the provisions of Section 409A of the Code.

[Signatures begin on the following page]

7

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth beneath their names below, effective for all purposes as of the Separation Date.

FRANK’S INTERNATIONAL LLC

By:    /s/ Alejandro Cestero    

Name: Alejandro Cestero

Title: Senior Vice President, General Counsel,

Secretary and Chief Compliance Officer

Date: October 6, 2017

FRANK’S INTERNATIONAL N.V.

By:    /s/ Alejandro Cestero    

Name: Alejandro Cestero

Title: Director, Board of Management Directors

Date: October 6, 2017

EXECUTIVE

/s/ Douglas G. Stephens

Douglas G. Stephens

Date: October 5, 2017

ACKNOWLEDGED BY:

BOARD OF SUPERVISORY DIRECTORS

FRANK’S INTERNATIONAL N.V.

By:    /s/ Robert W. Drummond

Name: Robert W. Drummond

Title: Supervisory Director and Chairman of the Compensation Committee    

Board of Supervisory Directors

Date: October 10, 2017

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael C. Kearney, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Frank’s International N.V. (the “registrant”);

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.

Date: November 2, 2017

/s/ Michael C. Kearney

Michael C. Kearney

Chairman, President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Kyle McClure, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Frank’s International N.V. (the “registrant”);

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.

Date: November 2, 2017

/s/ Kyle McClure        

Kyle McClure

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Quarterly Report of Frank’s International N.V. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael C. Kearney, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 2, 2017	/s/ Michael C. Kearney
	Michael C. Kearney
	Chairman, President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Quarterly Report of Frank’s International N.V. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kyle McClure, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 2, 2017	/s/ Kyle McClure
	Kyle McClure
	Senior Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 27, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	FRANK'S INTERNATIONAL N.V.
Entity Central Index Key	0001575828
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		223,107,260

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 233,338	$ 319,526
Short-term investments	60,598	0
Accounts receivables, net	140,906	167,417
Inventories	132,961	139,079
Assets held for sale	3,792	0
Other current assets	6,893	14,027
Total current assets	578,488	640,049
Property, plant and equipment, net	497,784	567,024
Goodwill and intangible assets, net	247,699	256,146
Deferred tax assets	0	79,309
Other assets	33,344	45,533
Total assets	1,357,315	1,588,061
Current liabilities:
Short-term debt	87	276
Accounts payable	21,172	16,081
Deferred revenue	9,035	18,072
Accrued and other current liabilities	75,094	64,950
Total current liabilities	105,388	99,379
Deferred tax liabilities	254	20,951
Other non-current liabilities	28,190	156,412
Total liabilities	133,832	276,742
Commitments and contingencies (Note 15)
Stockholders' equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,906,195 and 223,161,356 shares issued and 223,061,559 and 222,401,427 shares outstanding	2,810	2,802
Additional paid-in capital	1,048,498	1,036,786
Retained earnings	215,793	317,270
Accumulated other comprehensive loss	(30,510)	(32,977)
Treasury stock (at cost), 844,636 and 759,929 shares	(13,108)	(12,562)
Total equity	1,223,483	1,311,319
Total liabilities and equity	$ 1,357,315	$ 1,588,061

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - € / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value per share (EUR per share)	€ 0.01	€ 0.01
Common stock, shares authorized	798,096,000	798,096,000
Common stock, shares, issued	223,906,195	223,161,356
Common stock, shares, outstanding	223,061,559	222,401,427
Treasury stock, shares at cost	844,636	759,929

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues:
Equipment rentals and services	$ 92,547	$ 85,698	$ 272,402	$ 312,132
Products	15,536	19,416	64,071	67,414
Total revenue	108,083	105,114	336,473	379,546
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	60,981	57,307	178,865	189,965
Products	10,750	16,029	45,162	51,446
General and administrative expenses	39,963	39,677	125,107	138,586
Depreciation and amortization	30,650	26,545	92,700	84,278
Severance and other charges	1,648	14,534	2,386	18,858
Gain on sale of assets	(829)	(46)	(2,091)	(1,095)
Operating loss	(35,080)	(48,932)	(105,656)	(102,492)
Other income (expense):
Derecognition of the tax receivable agreement liability	122,515	0	122,515	0
Other income (expense), net	(384)	984	348	2,145
Interest income, net	1,019	646	2,170	1,050
Mergers and acquisition expense	0	0	(459)	0
Foreign currency gain (loss)	1,839	(1,696)	3,184	(5,907)
Total other income (expense)	124,989	(66)	127,758	(2,712)
Income (loss) before income tax expense (benefit)	89,909	(48,998)	22,102	(105,204)
Income tax expense (benefit)	87,613	(6,800)	72,419	(15,311)
Net income (loss)	2,296	(42,198)	(50,317)	(89,893)
Net loss attributable to noncontrolling interest	0	(5,216)	0	(20,741)
Net income (loss) attributable to Frank's International N.V.	2,296	(36,982)	(50,317)	(69,152)
Preferred stock dividends	0	0	0	(1)
Net income (loss) available to Frank's International N.V. common shareholders	$ 2,296	$ (36,982)	$ (50,317)	$ (69,153)
Dividends per common share (in dollars per share)	$ 0.075	$ 0.075	$ 0.225	$ 0.375
Income (loss) per common share:
Basic (in dollars per share)	0.01	(0.21)	(0.23)	(0.43)
Diluted (in dollars per share)	$ 0.01	$ (0.21)	$ (0.23)	$ (0.43)
Weighted average common shares outstanding:
Basic (in shares)	223,056	177,125	222,847	162,656
Diluted (in shares)	223,581	177,125	222,847	162,656

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 2,296	$ (42,198)	$ (50,317)	$ (89,893)
Other comprehensive income (loss):
Foreign currency translation adjustments	1,488	74	2,809	1,824
Marketable securities:
Unrealized gain (loss) on marketable securities	(101)	(50)	(105)	1,066
Reclassification to net income	0	0	(395)	0
Deferred tax asset / liability change	0	(5)	158	(465)
Unrealized gain (loss) on marketable securities, net of tax	(101)	(55)	(342)	601
Total other comprehensive income	1,387	19	2,467	2,425
Comprehensive income (loss)	3,683	(42,179)	(47,850)	(87,468)
Less: Comprehensive loss attributable to noncontrolling interest	0	(5,264)	0	(20,180)
Add: Transfer of Mosing Holdings, LLC (Mosing Holdings) interest to FINV attributable to comprehensive loss	0	(8,203)	0	(8,203)
Comprehensive income (loss) attributable to Frank's International N.V.	$ 3,683	$ (45,118)	$ (47,850)	$ (75,491)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Non-controlling Interest
Balance at beginning of period (in shares) at Dec. 31, 2015		155,146
Balance at beginning of period at Dec. 31, 2015	$ 1,451,426	$ 2,045	$ 712,486	$ 531,621	$ (25,555)	$ (9,298)	$ 240,127
Increase (Decrease) in Stockholders' Equity
Net loss	(89,893)			(69,152)			(20,741)
Foreign currency translation adjustments	1,824				1,443		381
Change in marketable securities	601				421		180
Equity-based compensation expense	12,356		12,356
Distributions to noncontrolling interest	(8,027)						(8,027)
Common stock dividends	(62,333)			(62,333)
Preferred stock dividends	(1)			(1)
Transfer of Mosing Holdings interest to FINV	18,244		238,367		(8,203)		(211,920)
Common shares issued on conversion of Series A preferred stock (Preferred Stock) (in shares)		52,976
Common shares issued on conversion of Series A preferred stock (Preferred Stock)	597	$ 597
Common shares issued upon vesting of restricted stock units (in shares)		1,569
Common shares issued upon vesting of restricted stock units	0	$ 18	(18)
Tax receivable agreement (TRA) and associated deferred taxes	(74,788)		(74,788)
Common shares issued for employee stock purchase plan (ESPP) (in shares)		76
Common shares issued for employee stock purchase plan (ESPP)	973	$ 1	972
Treasury shares withheld (in shares)		(225)
Treasury shares withheld	(3,046)					(3,046)
Balance at end of period (in shares) at Sep. 30, 2016		209,542
Balance at end of period at Sep. 30, 2016	1,247,933	$ 2,661	889,375	400,135	(31,894)	(12,344)	0
Balance at beginning of period (in shares) at Dec. 31, 2016		222,401
Balance at beginning of period at Dec. 31, 2016	1,311,319	$ 2,802	1,036,786	317,270	(32,977)	(12,562)	0
Increase (Decrease) in Stockholders' Equity
Net loss	(50,317)			(50,317)			0
Foreign currency translation adjustments	2,809				2,809		0
Change in marketable securities	(342)				(342)		0
Equity-based compensation expense	11,458		11,458
Common stock dividends	(50,424)			(50,424)
Common shares issued upon vesting of restricted stock units (in shares)		694
Common shares issued upon vesting of restricted stock units	0	$ 7	(7)
Common shares issued for employee stock purchase plan (ESPP) (in shares)		50
Common shares issued for employee stock purchase plan (ESPP)	512	$ 1	511			0
Treasury shares issued upon vesting of restricted stock units (in shares)		4
Treasury shares issued upon vesting of restricted stock units	(18)		(84)			66
Treasury shares issued for ESPP (in shares)		106
Treasury shares issued for ESPP	740	$ 0	(166)	(736)		1,642
Treasury shares withheld (in shares)		(193)
Treasury shares withheld	(2,254)					(2,254)
Balance at end of period (in shares) at Sep. 30, 2017		223,062
Balance at end of period at Sep. 30, 2017	$ 1,223,483	$ 2,810	$ 1,048,498	$ 215,793	$ (30,510)	$ (13,108)	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICAL) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement of Stockholders' Equity [Abstract]
Common stock dividends (in dollars per share)	$ 0.075	$ 0.075	$ 0.225	$ 0.375

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities
Net loss	$ (50,317)	$ (89,893)
Adjustments to reconcile net loss to cash provided by operating activities
Derecognition of the TRA liability	(122,515)	0
Depreciation and amortization	92,700	84,278
Equity-based compensation expense	11,458	12,356
Amortization of deferred financing costs	267	123
Deferred tax provision (benefit)	12,824	(25,772)
Reversal of deferred tax assets associated with the TRA	49,775	0
Provision for bad debts	358	10,410
Gain on sale of assets	(2,091)	(1,095)
Changes in fair value of investments	(2,009)	(1,061)
Realized loss on sale of investment	478	0
Unrealized loss on derivatives	49	296
Other	(1,187)	0
Changes in operating assets and liabilities
Accounts receivable	23,917	82,042
Inventories	6,146	20,032
Other current assets	7,097	5,990
Other assets	1,948	(4)
Accounts payable	(962)	474
Deferred revenue	(9,039)	(29,479)
Accrued and other current liabilities	9,272	(28,556)
Other non-current liabilities	(3,584)	(12,295)
Net cash provided by operating activities	24,585	27,846
Cash flows from investing activities
Purchases of property, plant and equipment	(18,604)	(29,777)
Proceeds from sale of assets	10,690	2,235
Proceeds from sale of investments	11,499	11,101
Purchase of investments	(60,764)	(921)
Other	(64)	0
Net cash used in investing activities	(57,243)	(17,362)
Cash flows from financing activities
Repayments of borrowings	(190)	(7,120)
Proceeds from borrowings	0	318
Costs of Preferred Stock conversion to common stock	0	(595)
Dividends paid on common stock	(50,424)	(62,333)
Dividends paid on Preferred Stock	0	(1)
Distribution to noncontrolling interest	0	(8,027)
Net treasury shares withheld for taxes	(2,272)	(3,046)
Proceeds from the issuance of ESPP shares	1,252	973
Net cash used in financing activities	(51,634)	(79,831)
Effect of exchange rate changes on cash	(1,896)	(3,162)
Net decrease in cash and cash equivalents	(86,188)	(72,509)
Cash and cash equivalents at beginning of period	319,526	602,359
Cash and cash equivalents at end of period	$ 233,338	$ 529,850

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Basis of Presentation

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Nature of Business

Frank’s International N.V. ("FINV"), a limited liability company organized under the laws of The Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

The condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2017 and 2016 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2016 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2017 ("Annual Report"). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

The condensed consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

Reclassifications

Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance of the Company’s segments and make resource allocation decisions, and the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in the presentation of the information used by the Company’s CODM.

This reclassification of costs between cost of revenue and G&A has no net impact to the condensed consolidated statements of operations or to total segment reporting. The change will better reflect the CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented.

The following is a summary of reclassifications to previously reported amounts (in thousands):

	Three Months Ended September 30, 2016							Nine Months Ended September 30, 2016
	As previously reported		Reclassifications			As currently reported		As previously reported		Reclassifications			As currently reported
Condensed Consolidated Statements of Operations
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	$	47,002	$	10,305		$	57,307	$	155,367	$	34,598		$	189,965
Products	13,237		2,792			16,029		42,594		8,852			51,446
General and administrative expenses	52,774		(13,097		)	39,677		182,036		(43,450		)	138,586

Significant Accounting Policies

Short‑term investments

Short‑term investments consist of commercial paper. These investments have original maturities of greater than three months but less than twelve months. They are classified as held-to-maturity investments, which are recorded at amortized cost.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position or results of operations.

In May 2017, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017.

In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance.

In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have an impact on our consolidated financial statements.

In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and plan to adopt the new standard effective January 1, 2019.

In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. We adopted this guidance on January 1, 2017, and the adoption did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, 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. The standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date.

We are currently determining the impacts of the new standard on our contract portfolio. Our implementation efforts to date include the identification of revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to the new standard. Our evaluation of the impact of the new guidance on our consolidated financial statements is ongoing and we continue to evaluate the quantitative and qualitative impacts of the standard on timing of recognition for various revenues. While we are continuing to perform our analysis, at the present time, we anticipate the adoption of the new standard will have an immaterial impact on revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt the new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method.

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Noncontrolling Interest

9 Months Ended

Sep. 30, 2017

Noncontrolling Interest [Abstract]

Noncontrolling Interest

Noncontrolling Interest

We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. Effective with the August 2016 conversion of all of Mosing Holdings' Preferred Stock, Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest associated with Mosing Holdings was eliminated.

Historically we recorded a noncontrolling interest on our condensed consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings. Net loss attributable to noncontrolling interest on the statements of operations represented the portion of earnings or losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic loss from FICV to FINV was subject to U.S. taxation.

A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands):

	Three Months Ended			Nine Months Ended
	September 30, 2016
Net loss	$	(42,198	)	$	(89,893	)
Add: Net loss after Mosing Holdings contributed interest to FINV (1)	18,355			18,355
Add: Provision (benefit) for U.S. income taxes of FINV (2)	3,078			(10,414		)
Less: Loss of FINV (3)	97			23
Net loss subject to noncontrolling interest	(20,668		)	(81,929		)
Noncontrolling interest percentage (4)	25.2		%	25.2		%
Net loss attributable to noncontrolling interest	$	(5,216	)	$	(20,741	)

⁽¹⁾  Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV.

⁽²⁾  Represents income tax expense (benefit) of entities outside of FICV, as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016.

⁽³⁾  Represents results of operations for entities outside of FICV as of August 26, 2016.

⁽⁴⁾  Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.

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Acquisition and Divestitures

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisition and Divestitures

Acquisition and Divestitures

Blackhawk Acquisition

On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools LLC, ("Blackhawk") pursuant to the terms of a definitive merger agreement dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products and the acquisition will allow us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular running services. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk, with Blackhawk surviving the merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock, on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments).

The unaudited pro forma financial information presented below includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information.

The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts):

	Three Months Ended			Nine Months Ended
	September 30, 2016
Revenue	$	120,902		$	431,962
Net loss applicable to common shares	(41,686		)	(82,650		)
Loss per common share:
Basic and diluted	$	(0.22	)	$	(0.47	)

The Blackhawk acquisition was accounted for as a business combination. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets.

The preliminary purchase price allocation was prepared in connection with our annual financial statements filed on our Annual Report. In 2017, we adjusted the purchase price allocation for a litigation settlement and the final valuation report. The following table summarizes the preliminary and the final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):

	Preliminary purchase price allocation		Purchase price adjustments			Final purchase price allocation
Current assets, excluding cash	$	23,626	$	—		$	23,626
Property, plant and equipment	45,091		55			45,146
Other long-term assets	3,139		—			3,139
Intangible assets	41,972		153			42,125
Assets acquired	$	113,828	$	208		$	114,036
Current liabilities assumed	11,132		185			11,317
Other long-term liabilities	542		—			542
Liabilities assumed	$	11,674	$	185		$	11,859
Fair value of net assets acquired	102,154		23			102,177
Total consideration transferred	294,563		—			294,563
Goodwill	$	192,409	$	(23	)	$	192,386

In conjunction with the merger, we created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment.

Divestitures

In March 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million.

In August 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss.

In September 2017, we sold a building in the Middle East region for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million.

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Accounts Receivable, net

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

Accounts Receivable, net

Accounts Receivable, net

Accounts receivable at September 30, 2017 and December 31, 2016 were as follows (in thousands):

	September 30,		December 31,
	2017		2016
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively	$	96,034	$	89,096
Unbilled revenue	24,464		30,882
Taxes receivable	13,987		42,870
Affiliated (1)	895		717
Other receivables	5,526		3,852
Total accounts receivable	$	140,906	$	167,417

⁽¹⁾  Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.

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Inventories

9 Months Ended

Sep. 30, 2017

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories at September 30, 2017 and December 31, 2016 were as follows (in thousands):

	September 30,		December 31,
	2017		2016
Pipe and connectors	$	88,982	$	102,360
Finished goods	16,063		14,257
Work in progress	8,644		7,099
Raw materials, components and supplies	19,272		15,363
Total inventories	$	132,961	$	139,079

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Property, Plant and Equipment

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

The following is a summary of property, plant and equipment at September 30, 2017 and December 31, 2016 (in thousands):

	Estimated Useful Lives in Years	September 30, 2017			December 31, 2016
Land	—	$	16,491		$	15,730
Land improvements	8-15	9,346			9,379
Buildings and improvements (1)	39	119,971			73,211
Rental machinery and equipment	7	930,443			933,667
Machinery and equipment - other	7	56,321			60,182
Furniture, fixtures and computers	5	26,280			19,073
Automobiles and other vehicles	5	32,621			36,796
Aircraft	7	—			16,267
Leasehold improvements (1)	7-15, or lease term if shorter	9,870			8,027
Construction in progress - machinery      and equipment and buildings (1)	—	68,066			120,937
		1,269,409			1,293,269
Less: Accumulated depreciation		(771,625		)	(726,245		)
Total property, plant and equipment, net		$	497,784		$	567,024

⁽¹⁾  See Note 12 - Related Party Transactions for additional information.

During the third quarter of 2017, we committed to sell certain of our buildings in the Middle East region and determined those assets met the criteria to be classified as held for sale in our unaudited condensed consolidated balance sheet. As a result, we reclassified the buildings, with a net book value of $4.1 million, from property, plant and equipment to assets held for sale and recognized a $0.3 million loss.

The following table presents the depreciation and amortization associated with each line for the periods ended September 30, 2017 and 2016 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Equipment rentals and services	$	25,663	$	23,870	$	78,558	$	76,023
Products	1,278		989		3,838		3,081
General and administrative expenses	3,709		1,686		10,304		5,174
Total	$	30,650	$	26,545	$	92,700	$	84,278

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Other Assets

9 Months Ended

Sep. 30, 2017

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other Assets

Other assets at September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Cash surrender value of life insurance policies (1)	$	29,671	$	36,269
Deposits	2,193		2,343
Other	1,480		6,921
Total other assets	$	33,344	$	45,533

⁽¹⁾  See Note 10 – Fair Value Measurements

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Accrued and Other Current Liabilities

9 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

Accrued and other current liabilities at September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Accrued compensation	$	18,758	$	10,854
Accrued property and other taxes	19,781		19,740
Accrued severance and other charges	2,040		6,150
Income taxes	11,012		6,857
Accrued purchase orders	8,174		2,083
Other	15,329		19,266
Total accrued and other current liabilities	$	75,094	$	64,950

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Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt

Debt

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of the Credit Facility, we have the ability to increase the commitments to $150.0 million. At September 30, 2017 and December 31, 2016, we had $2.8 million and $3.7 million, respectively, in letters of credit outstanding and no outstanding borrowings under this facility. As of September 30, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished.

Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on a leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our Credit Agreement) of not more than 2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for first quarter of 2017 testing. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of September 30, 2017, we were in compliance with the covenants included in the Credit Agreement.

Citibank Credit Facility

In 2016, we entered into a three-year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for the issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of September 30, 2017 and December 31, 2016, we had $2.5 million and $2.2 million, respectively, in letters of credit outstanding.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. We have consistently used the same valuation techniques for all periods presented. Please see Note 10 - Fair Value Measurements in our Annual Report for further discussion.

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2017 and December 31, 2016, were as follows (in thousands):

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2017
Assets:
Derivative financial instruments	$	—	$	132	$	—	$	132
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		29,671		—		29,671
Marketable securities - other	131		—		—		131
Liabilities:
Derivative financial instruments	—		35		—		35
Deferred compensation plan	—		27,659		—		27,659
December 31, 2016
Assets:
Derivative financial instruments	$	—	$	146	$	—	$	146
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		36,269		—		36,269
Marketable securities - other	3,692		—		—		3,692
Liabilities:
Deferred compensation plan	—		30,307		—		30,307

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of our derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. Derivative financial instruments are included in our condensed consolidated balance sheets in accounts receivable, net and accrued and other current liabilities at September 30, 2017 and in accounts receivable, net, at December 31, 2016.

Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the condensed consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations as well as impairment related to goodwill and other long-lived assets. For business combinations (see Note 3 - Acquisition and Divestitures), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment considerations related to goodwill and long-lived assets. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

Other Fair Value Considerations

The carrying values on our condensed consolidated balance sheet of our cash and cash equivalents, short-term investments, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximate fair values due to their short maturities.

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Derivatives

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

We enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our condensed consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations.

As of September 30, 2017 and December 31, 2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):

	September 30, 2017
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	5,740	1.2194	12/15/2017
Euro	5,982		1.1963	12/15/2017
Euro	2,399		1.1993	10/13/2017
Norwegian krone	5,338		7.8675	12/15/2017
Pound sterling	7,961		1.3268	12/15/2017

	December 31, 2016
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	4,553	1.3179	3/14/2017
Euro	4,753		1.0563	3/14/2017
Euro	2,558		1.0659	1/13/2017
Norwegian krone	3,643		8.5101	3/14/2017
Pound sterling	3,908		1.2607	3/14/2017

The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 (in thousands):

Derivatives not Designated as Hedging Instruments	Consolidated Balance Sheet Location	September 30, 2017			December 31, 2016
Foreign currency contracts	Accounts receivable, net	$	132		$	146
Foreign currency contracts	Accrued and other current liabilities	(35		)	—

The following table summarizes the location and amounts of the realized and unrealized gains and losses on derivative contracts in the condensed consolidated statements of operations (in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative Contracts	2017			2016			2017			2016
Unrealized gain (loss) on foreign currency contracts	Other income (expense), net	$	681		$	(615	)	$	(49	)	$	(296	)
Realized gain (loss) on foreign currency contracts	Other income (expense), net	(1,794		)	511			(2,346		)	(1,068		)
Total net loss on foreign currency contracts		$	(1,113	)	$	(104	)	$	(2,395	)	$	(1,364	)

Our derivative transactions are governed through International Swaps and Derivatives Association master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists.

The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands):

	Derivative Asset Positions						Derivative Liability Positions
	September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Gross position - asset / (liability)	$	239		$	181		$	(142	)	$	(35	)
Netting adjustment	(107		)	(35		)	107			35
Net position - asset / (liability)	$	132		$	146		$	(35	)	$	—

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Related Party Transactions

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. The majority of these lease obligations expire in 2018 and, at our discretion, may be extended for an additional 36 months subject to agreement on pricing of the extension. These leases may be extended or allowed to expire by us depending on operational needs, market prices and the ability for us to negotiate and secure, at our discretion, alternative leases or replacement locations. Rent expense associated with our related party leases was $1.8 million for each of the three months ended September 30, 2017 and 2016, and $5.3 million and $6.2 million for the nine months ended September 30, 2017 and 2016, respectively.

In certain cases, we have made improvements to properties subject to related party leases referenced above, including the construction of buildings. As of September 30, 2017, the net book value associated with buildings we constructed on properties subject to related party leases was $62.7 million. We are depreciating the costs associated with these buildings over their estimated useful lives of approximately 39 years, which exceeds the remaining lease terms that primarily expire in 2018. Upon expiration of the leases, leasehold improvements could be construed as becoming the property of the related party lessors. As of September 30, 2017, the net book value associated with leasehold and land improvements we constructed on properties subject to related party leases was $13.4 million, a portion of which is in construction in progress. It is our intent to extend, renew, or replace the related party property leases such that we have unrestricted use of the buildings and improvements throughout their estimated useful lives. Extension, renewal or replacement of the related party property leases is dependent on negotiations with related parties, the failure of which could result in material disputes with the related parties. In the event we do not extend, renew, or replace these related party property leases, we will revise the remaining estimated useful lives of the buildings accordingly.

We are a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. The WA agreements reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earn charter income from third party usage through a revenue sharing agreement. We recorded $0.4 million and $0.3 million of net charter expense for the three months ended September 30, 2017 and 2016, respectively, and $1.0 million and $0.8 million of net charter expense for nine months ended September 30, 2017 and 2016, respectively.

Tax Receivable Agreement

Mosing Holdings and its permitted transferees converted all their Preferred Stock into shares of our common stock on a one-for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV will make an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion will result in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments will be allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The tax receivable agreement (the "TRA") that we entered into with FICV and Mosing Holdings in connection with our initial public offering ("IPO") generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any.

The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of September 30, 2017, FINV has a cumulative loss over the prior 36-month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $2.1 million as of September 30, 2017 that represents 85% of the cash tax savings estimated to be realized in the 2016 federal income tax return of FINV. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on September 30, 2017, the estimated termination payment would be approximately $102.0 million (calculated using a discount rate of 5.63%). The foregoing number is merely an estimate and the actual payment could differ materially.

Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

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Income (Loss) Per Common Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Income (Loss) Per Common Share

Income (Loss) Per Common Share

Basic income (loss) per common share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted income (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

The following table summarizes the basic and diluted income (loss) per share calculations (in thousands, except per share amounts):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Numerator
Net income (loss)	$	2,296	$	(42,198	)	$	(50,317	)	$	(89,893	)
Less: Net loss attributable to noncontrolling interest	—		5,216			—			20,741
Less: Preferred stock dividends	—		—			—			(1		)
Net income (loss) available to common shareholders	$	2,296	$	(36,982	)	$	(50,317	)	$	(69,153	)
Denominator
Basic weighted average common shares	223,056		177,125			222,847			162,656
Restricted stock units (1)	525		—			—			—
Diluted weighted average common shares (1)	223,581		177,125			222,847			162,656
Income (loss) per common share:
Basic	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)
Diluted	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)

⁽¹⁾  Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position. — 32,977 624 47,273

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year's pre-tax income (loss) as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

Our effective tax rate on income (loss) before income taxes was 97.4% and 13.9% for the three months ended September 30, 2017 and 2016, respectively, and 327.7% and 14.6% for the nine months ended September 30, 2017 and 2016, respectively. The higher rate is due primarily to recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

In determining that a valuation allowance must be recorded in the current period, we assessed the available positive and negative evidence and concluded that it is not more likely than not that sufficient future taxable income would be generated to permit the use of our deferred tax assets. This conclusion is primarily the result of cumulative losses incurred in the most recent three year period, and uncertainty regarding when we will return to profitability. The amount of deferred tax asset considered realizable and the related need for a valuation allowance may be adjusted in future periods as the available evidence changes.

As of September 30, 2017, there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, 2016.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, 2017 and December 31, 2016. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us.

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Segment Information

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segment Information

Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk.

The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.

The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale, as well as in the U.S. Gulf of Mexico.

The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

The Blackhawk segment provides well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Previously reported Adjusted EBITDA for the three and nine months ended September 30, 2016 has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Segment Adjusted EBITDA:
International Services	$	11,151		$	4,532		$	25,459		$	31,752
U.S. Services (1)	(11,322		)	(5,995		)	(27,775		)	(13,018		)
Tubular Sales	(1,333		)	165			1,736			1,343
Blackhawk	3,477			—			7,653			—
	1,973			(1,298		)	7,073			20,077
Interest income, net	1,019			646			2,170			1,050
Depreciation and amortization	(30,650		)	(26,545		)	(92,700		)	(84,278		)
Income tax (expense) benefit	(87,613		)	6,800			(72,419		)	15,311
Gain on sale of assets	829			46			2,091			1,095
Foreign currency gain (loss)	1,839			(1,696		)	3,184			(5,907		)
Derecognition of the TRA liability (2)	122,515			—			122,515			—
Charges and credits (3)	(7,616		)	(20,151		)	(22,231		)	(37,241		)
Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

⁽²⁾  Please see Note 12 - Related Party Transactions for further discussion.

⁽³⁾  Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016: $2,342 and $3,828, respectively, and for the nine months ended September 30, 2017 and 2016: $11,458 and $12,356, respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016: none and none, respectively, and for the nine months ended September 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016: $1,648 and $14,534, respectively, and for the nine months ended September 30, 2017 and 2016: $2,386 and $18,858, respectively), Unrealized and realized (losses) (for the three months ended September 30, 2017 and 2016: $(1,123) and $(10), respectively, and for the nine months ended September 30, 2017 and 2016: $(2,819) and $(973), respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016: $2,503 and $1,779, respectively, and for the nine months ended September 30, 2017 and 2016: $5,109 and $5,054, respectively).

The following tables set forth certain financial information with respect to our reportable segments (in thousands):

	International Services			U.S. Services			Tubular Sales			Blackhawk			Eliminations			Total
Three Months Ended September 30, 2017
Revenue from external customers	$	53,742		$	29,065		$	7,701		$	17,575		$	—		$	108,083
Inter-segment revenue	3			4,062			3,111			33			(7,209		)	—
Operating loss	(2,647		)	(25,453		)	(3,967		)	(3,013		)	—			(35,080		)
Adjusted EBITDA	11,151			(11,322		)	(1,333		)	3,477			—			*
Three Months Ended September 30, 2016
Revenue from external customers	$	51,028		$	34,057		$	20,029		$	—		$	—		$	105,114
Inter-segment revenue	(1		)	3,641			5,036			—			(8,676		)	—
Operating loss	(17,697		)	(30,415		)	(820		)	—			—			(48,932		)
Adjusted EBITDA (1)	4,532			(5,995		)	165			—			—			*
Nine Months Ended September 30, 2017
Revenue from external customers	$	153,851		$	89,936		$	40,787		$	51,899		$	—		$	336,473
Inter-segment revenue	18			12,890			10,350			105			(23,363		)	—
Operating loss	(19,140		)	(73,092		)	(782		)	(12,642		)	—			(105,656		)
Adjusted EBITDA	25,459			(27,775		)	1,736			7,653			—			*
Nine Months Ended September 30, 2016
Revenue from external customers	$	191,440		$	119,955		$	68,151		$	—		$	—		$	379,546
Inter-segment revenue	45			11,691			15,053			—			(26,789		)	—
Operating loss	(25,834		)	(74,722		)	(1,936		)	—			—			(102,492		)
Adjusted EBITDA (1)	31,752			(13,018		)	1,343			—			—			*

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

* Non-GAAP financial measure not disclosed.

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Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2017

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):

	For the Nine Months Ended September 30,
	2017		2016
Non-cash transactions:
Change in accounts payable and accrued expenses related to capital expenditures	$	3,983	$	1,086
Conversion of Preferred Stock	—		56,056
Tax receivable agreement liability	—		(124,646		)
Deferred tax impact of tax receivable agreement	—		68,590

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2017 and 2016 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2016 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2017 ("Annual Report"). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

The condensed consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

Reclassifications

Reclassifications

Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance of the Company’s segments and make resource allocation decisions, and the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in the presentation of the information used by the Company’s CODM.

This reclassification of costs between cost of revenue and G&A has no net impact to the condensed consolidated statements of operations or to total segment reporting. The change will better reflect the CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented.

Short-term investments

Short‑term investments

Short‑term investments consist of commercial paper. These investments have original maturities of greater than three months but less than twelve months. They are classified as held-to-maturity investments, which are recorded at amortized cost.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position or results of operations.

In May 2017, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017.

In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance.

In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have an impact on our consolidated financial statements.

In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and plan to adopt the new standard effective January 1, 2019.

In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. We adopted this guidance on January 1, 2017, and the adoption did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, 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. The standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date.

We are currently determining the impacts of the new standard on our contract portfolio. Our implementation efforts to date include the identification of revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to the new standard. Our evaluation of the impact of the new guidance on our consolidated financial statements is ongoing and we continue to evaluate the quantitative and qualitative impacts of the standard on timing of recognition for various revenues. While we are continuing to perform our analysis, at the present time, we anticipate the adoption of the new standard will have an immaterial impact on revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt the new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method.

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Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Reclassifications to Previously Reported Amounts

The following is a summary of reclassifications to previously reported amounts (in thousands):

	Three Months Ended September 30, 2016							Nine Months Ended September 30, 2016
	As previously reported		Reclassifications			As currently reported		As previously reported		Reclassifications			As currently reported
Condensed Consolidated Statements of Operations
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	$	47,002	$	10,305		$	57,307	$	155,367	$	34,598		$	189,965
Products	13,237		2,792			16,029		42,594		8,852			51,446
General and administrative expenses	52,774		(13,097		)	39,677		182,036		(43,450		)	138,586

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Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2017

Noncontrolling Interest [Abstract]

Schedule of Net Income Attributable to Noncontrolling Interest

A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands):

	Three Months Ended			Nine Months Ended
	September 30, 2016
Net loss	$	(42,198	)	$	(89,893	)
Add: Net loss after Mosing Holdings contributed interest to FINV (1)	18,355			18,355
Add: Provision (benefit) for U.S. income taxes of FINV (2)	3,078			(10,414		)
Less: Loss of FINV (3)	97			23
Net loss subject to noncontrolling interest	(20,668		)	(81,929		)
Noncontrolling interest percentage (4)	25.2		%	25.2		%
Net loss attributable to noncontrolling interest	$	(5,216	)	$	(20,741	)

⁽¹⁾  Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV.

⁽²⁾  Represents income tax expense (benefit) of entities outside of FICV, as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016.

⁽³⁾  Represents results of operations for entities outside of FICV as of August 26, 2016.

⁽⁴⁾  Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.

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Acquisition and Divestitures (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Schedule of Pro Forma Information

The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts):

	Three Months Ended			Nine Months Ended
	September 30, 2016
Revenue	$	120,902		$	431,962
Net loss applicable to common shares	(41,686		)	(82,650		)
Loss per common share:
Basic and diluted	$	(0.22	)	$	(0.47	)

Schedule of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary and the final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):

	Preliminary purchase price allocation		Purchase price adjustments			Final purchase price allocation
Current assets, excluding cash	$	23,626	$	—		$	23,626
Property, plant and equipment	45,091		55			45,146
Other long-term assets	3,139		—			3,139
Intangible assets	41,972		153			42,125
Assets acquired	$	113,828	$	208		$	114,036
Current liabilities assumed	11,132		185			11,317
Other long-term liabilities	542		—			542
Liabilities assumed	$	11,674	$	185		$	11,859
Fair value of net assets acquired	102,154		23			102,177
Total consideration transferred	294,563		—			294,563
Goodwill	$	192,409	$	(23	)	$	192,386

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Accounts Receivable, net (Tables)

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable at September 30, 2017 and December 31, 2016 were as follows (in thousands):

	September 30,		December 31,
	2017		2016
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively	$	96,034	$	89,096
Unbilled revenue	24,464		30,882
Taxes receivable	13,987		42,870
Affiliated (1)	895		717
Other receivables	5,526		3,852
Total accounts receivable	$	140,906	$	167,417

⁽¹⁾  Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2017

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories at September 30, 2017 and December 31, 2016 were as follows (in thousands):

	September 30,		December 31,
	2017		2016
Pipe and connectors	$	88,982	$	102,360
Finished goods	16,063		14,257
Work in progress	8,644		7,099
Raw materials, components and supplies	19,272		15,363
Total inventories	$	132,961	$	139,079

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Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

The following is a summary of property, plant and equipment at September 30, 2017 and December 31, 2016 (in thousands):

	Estimated Useful Lives in Years	September 30, 2017			December 31, 2016
Land	—	$	16,491		$	15,730
Land improvements	8-15	9,346			9,379
Buildings and improvements (1)	39	119,971			73,211
Rental machinery and equipment	7	930,443			933,667
Machinery and equipment - other	7	56,321			60,182
Furniture, fixtures and computers	5	26,280			19,073
Automobiles and other vehicles	5	32,621			36,796
Aircraft	7	—			16,267
Leasehold improvements (1)	7-15, or lease term if shorter	9,870			8,027
Construction in progress - machinery      and equipment and buildings (1)	—	68,066			120,937
		1,269,409			1,293,269
Less: Accumulated depreciation		(771,625		)	(726,245		)
Total property, plant and equipment, net		$	497,784		$	567,024

⁽¹⁾  See Note 12 - Related Party Transactions for additional information.

Summary of Depreciation and Amortization Expense

The following table presents the depreciation and amortization associated with each line for the periods ended September 30, 2017 and 2016 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Equipment rentals and services	$	25,663	$	23,870	$	78,558	$	76,023
Products	1,278		989		3,838		3,081
General and administrative expenses	3,709		1,686		10,304		5,174
Total	$	30,650	$	26,545	$	92,700	$	84,278

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Other Assets (Tables)

9 Months Ended

Sep. 30, 2017

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Other Assets

Other assets at September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Cash surrender value of life insurance policies (1)	$	29,671	$	36,269
Deposits	2,193		2,343
Other	1,480		6,921
Total other assets	$	33,344	$	45,533

⁽¹⁾  See Note 10 – Fair Value Measurements

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Accrued and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

Summary of Accrued and Other Current Liabilities

Accrued and other current liabilities at September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

	September 30,		December 31,
	2017		2016
Accrued compensation	$	18,758	$	10,854
Accrued property and other taxes	19,781		19,740
Accrued severance and other charges	2,040		6,150
Income taxes	11,012		6,857
Accrued purchase orders	8,174		2,083
Other	15,329		19,266
Total accrued and other current liabilities	$	75,094	$	64,950

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2017 and December 31, 2016, were as follows (in thousands):

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2017
Assets:
Derivative financial instruments	$	—	$	132	$	—	$	132
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		29,671		—		29,671
Marketable securities - other	131		—		—		131
Liabilities:
Derivative financial instruments	—		35		—		35
Deferred compensation plan	—		27,659		—		27,659
December 31, 2016
Assets:
Derivative financial instruments	$	—	$	146	$	—	$	146
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		36,269		—		36,269
Marketable securities - other	3,692		—		—		3,692
Liabilities:
Deferred compensation plan	—		30,307		—		30,307

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Derivatives (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Foreign Currency Derivative Contracts

As of September 30, 2017 and December 31, 2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):

	September 30, 2017
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	5,740	1.2194	12/15/2017
Euro	5,982		1.1963	12/15/2017
Euro	2,399		1.1993	10/13/2017
Norwegian krone	5,338		7.8675	12/15/2017
Pound sterling	7,961		1.3268	12/15/2017

	December 31, 2016
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	4,553	1.3179	3/14/2017
Euro	4,753		1.0563	3/14/2017
Euro	2,558		1.0659	1/13/2017
Norwegian krone	3,643		8.5101	3/14/2017
Pound sterling	3,908		1.2607	3/14/2017

Schedule of Balance Sheet Location and Fair Value Derivative Contracts

The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 (in thousands):

Derivatives not Designated as Hedging Instruments	Consolidated Balance Sheet Location	September 30, 2017			December 31, 2016
Foreign currency contracts	Accounts receivable, net	$	132		$	146
Foreign currency contracts	Accrued and other current liabilities	(35		)	—

Impact of Derivatives Instruments on the Income Statement

The following table summarizes the location and amounts of the realized and unrealized gains and losses on derivative contracts in the condensed consolidated statements of operations (in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative Contracts	2017			2016			2017			2016
Unrealized gain (loss) on foreign currency contracts	Other income (expense), net	$	681		$	(615	)	$	(49	)	$	(296	)
Realized gain (loss) on foreign currency contracts	Other income (expense), net	(1,794		)	511			(2,346		)	(1,068		)
Total net loss on foreign currency contracts		$	(1,113	)	$	(104	)	$	(2,395	)	$	(1,364	)

Schedule of Derivative Assets, Gross and Net Fair Values

The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands):

	Derivative Asset Positions						Derivative Liability Positions
	September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Gross position - asset / (liability)	$	239		$	181		$	(142	)	$	(35	)
Netting adjustment	(107		)	(35		)	107			35
Net position - asset / (liability)	$	132		$	146		$	(35	)	$	—

Schedule of Derivative Liabilities, Gross and Net Fair Values

The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands):

	Derivative Asset Positions						Derivative Liability Positions
	September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Gross position - asset / (liability)	$	239		$	181		$	(142	)	$	(35	)
Netting adjustment	(107		)	(35		)	107			35
Net position - asset / (liability)	$	132		$	146		$	(35	)	$	—

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Income (Loss) Per Common Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the basic and diluted income (loss) per share calculations (in thousands, except per share amounts):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Numerator
Net income (loss)	$	2,296	$	(42,198	)	$	(50,317	)	$	(89,893	)
Less: Net loss attributable to noncontrolling interest	—		5,216			—			20,741
Less: Preferred stock dividends	—		—			—			(1		)
Net income (loss) available to common shareholders	$	2,296	$	(36,982	)	$	(50,317	)	$	(69,153	)
Denominator
Basic weighted average common shares	223,056		177,125			222,847			162,656
Restricted stock units (1)	525		—			—			—
Diluted weighted average common shares (1)	223,581		177,125			222,847			162,656
Income (loss) per common share:
Basic	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)
Diluted	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)

⁽¹⁾  Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position. — 32,977 624 47,273

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated

The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Segment Adjusted EBITDA:
International Services	$	11,151		$	4,532		$	25,459		$	31,752
U.S. Services (1)	(11,322		)	(5,995		)	(27,775		)	(13,018		)
Tubular Sales	(1,333		)	165			1,736			1,343
Blackhawk	3,477			—			7,653			—
	1,973			(1,298		)	7,073			20,077
Interest income, net	1,019			646			2,170			1,050
Depreciation and amortization	(30,650		)	(26,545		)	(92,700		)	(84,278		)
Income tax (expense) benefit	(87,613		)	6,800			(72,419		)	15,311
Gain on sale of assets	829			46			2,091			1,095
Foreign currency gain (loss)	1,839			(1,696		)	3,184			(5,907		)
Derecognition of the TRA liability (2)	122,515			—			122,515			—
Charges and credits (3)	(7,616		)	(20,151		)	(22,231		)	(37,241		)
Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

⁽²⁾  Please see Note 12 - Related Party Transactions for further discussion.

⁽³⁾  Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016: $2,342 and $3,828, respectively, and for the nine months ended September 30, 2017 and 2016: $11,458 and $12,356, respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016: none and none, respectively, and for the nine months ended September 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016: $1,648 and $14,534, respectively, and for the nine months ended September 30, 2017 and 2016: $2,386 and $18,858, respectively), Unrealized and realized (losses) (for the three months ended September 30, 2017 and 2016: $(1,123) and $(10), respectively, and for the nine months ended September 30, 2017 and 2016: $(2,819) and $(973), respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016: $2,503 and $1,779, respectively, and for the nine months ended September 30, 2017 and 2016: $5,109 and $5,054, respectively).

Schedule of Financial Information, by Reportable Segments

The following tables set forth certain financial information with respect to our reportable segments (in thousands):

	International Services			U.S. Services			Tubular Sales			Blackhawk			Eliminations			Total
Three Months Ended September 30, 2017
Revenue from external customers	$	53,742		$	29,065		$	7,701		$	17,575		$	—		$	108,083
Inter-segment revenue	3			4,062			3,111			33			(7,209		)	—
Operating loss	(2,647		)	(25,453		)	(3,967		)	(3,013		)	—			(35,080		)
Adjusted EBITDA	11,151			(11,322		)	(1,333		)	3,477			—			*
Three Months Ended September 30, 2016
Revenue from external customers	$	51,028		$	34,057		$	20,029		$	—		$	—		$	105,114
Inter-segment revenue	(1		)	3,641			5,036			—			(8,676		)	—
Operating loss	(17,697		)	(30,415		)	(820		)	—			—			(48,932		)
Adjusted EBITDA (1)	4,532			(5,995		)	165			—			—			*
Nine Months Ended September 30, 2017
Revenue from external customers	$	153,851		$	89,936		$	40,787		$	51,899		$	—		$	336,473
Inter-segment revenue	18			12,890			10,350			105			(23,363		)	—
Operating loss	(19,140		)	(73,092		)	(782		)	(12,642		)	—			(105,656		)
Adjusted EBITDA	25,459			(27,775		)	1,736			7,653			—			*
Nine Months Ended September 30, 2016
Revenue from external customers	$	191,440		$	119,955		$	68,151		$	—		$	—		$	379,546
Inter-segment revenue	45			11,691			15,053			—			(26,789		)	—
Operating loss	(25,834		)	(74,722		)	(1,936		)	—			—			(102,492		)
Adjusted EBITDA (1)	31,752			(13,018		)	1,343			—			—			*

⁽¹⁾  Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

* Non-GAAP financial measure not disclosed.

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Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2017

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flows and Non-Cash Transactions

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):

	For the Nine Months Ended September 30,
	2017		2016
Non-cash transactions:
Change in accounts payable and accrued expenses related to capital expenditures	$	3,983	$	1,086
Conversion of Preferred Stock	—		56,056
Tax receivable agreement liability	—		(124,646		)
Deferred tax impact of tax receivable agreement	—		68,590

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Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equipment rentals and services	$ 60,981	$ 57,307	$ 178,865	$ 189,965
Products	10,750	16,029	45,162	51,446
General and administrative expenses	$ 39,963	39,677	$ 125,107	138,586
As previously reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equipment rentals and services		47,002		155,367
Products		13,237		42,594
General and administrative expenses		52,774		182,036
Reclassifications
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equipment rentals and services		10,305		34,598
Products		2,792		8,852
General and administrative expenses		$ (13,097)		$ (43,450)

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Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Noncontrolling Interest [Line Items]
Net loss	$ 2,296	$ (42,198)	$ (50,317)	$ (89,893)
Income (loss) before income tax expense (benefit)	89,909	(48,998)	22,102	(105,204)
Net loss attributable to noncontrolling interest	$ 0	(5,216)	$ 0	(20,741)
Frank's International C.V.
Noncontrolling Interest [Line Items]
Net loss		(42,198)		(89,893)
Add: Net loss after Mosing Holdings contributed interest to FINV		18,355		18,355
Add: Provision (benefit) for U.S. income taxes of FINV		3,078		(10,414)
Less: Loss of FINV		97		23
Income (loss) before income tax expense (benefit)		$ (20,668)		$ (81,929)
Noncontrolling interest percentage		25.20%		25.20%
Net loss attributable to noncontrolling interest		$ (5,216)		$ (20,741)

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Acquisition and Divestitures - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions		1 Months Ended			9 Months Ended
	Nov. 01, 2016	Sep. 30, 2017	Aug. 31, 2017	Mar. 31, 2017	Sep. 30, 2017	Oct. 31, 2016
Business Acquisition [Line Items]
Proceeds from sale of aircraft			$ 4,900	$ 1,300
Gain on sale of asset		$ 600		$ 1,300
Proceeds from sale of building		2,700
Blackhawk
Business Acquisition [Line Items]
Goodwill	$ 192,400
Blackhawk
Business Acquisition [Line Items]
Cash payments to acquire business	$ 150,400
Shares of common stock to acquire business	12.8
Total consideration to acquire business	$ 294,563				$ 294,563
Closing share price (in dollars per share)						$ 11.25
Goodwill	$ 192,409	$ 192,386			$ 192,386

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Acquisition and Divestitures - Schedule of Pro Forma Financial Information (Details) - Blackhawk - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Business Acquisition [Line Items]
Revenue	$ 120,902	$ 431,962
Net loss applicable to common shares	$ (41,686)	$ (82,650)
Loss per common share:
Basic and diluted (in dollars per share)	$ (0.22)	$ (0.47)

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Acquisition and Divestitures - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Blackhawk - USD ($) $ in Thousands		9 Months Ended
	Nov. 01, 2016	Sep. 30, 2017
Business Acquisition [Line Items]
Current assets, excluding cash, purchase price allocation	$ 23,626	$ 23,626
Property, plant and equipment, purchase price allocation	45,091	45,146
Other long-term assets, purchase price allocation	3,139	3,139
Intangible assets, purchase price allocation	41,972	42,125
Assets acquired, purchase price allocation	113,828	114,036
Current liabilities assumed, purchase price allocation	11,132	11,317
Other long-term liabilities, purchase price allocation	542	542
Liabilities assumed, purchase price allocation	11,674	11,859
Fair value of net assets acquired, purchase price allocation	102,154	102,177
Total consideration transferred, purchase price allocation	294,563	294,563
Goodwill	$ 192,409	192,386
Purchase price adjustments
Property, plant and equipment, purchase price adjustments		55
Intangible assets, purchase price adjustments		153
Assets acquired, purchase price adjustments		208
Current liabilities assumed, purchase price adjustments		185
Liabilities assumed, purchase price adjustments		185
Fair value of net assets acquired, purchase price adjustments		23
Goodwill, purchase price adjustments		$ (23)

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Accounts Receivable, net (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively	$ 96,034	$ 89,096
Allowance for trade accounts receivable	13,907	14,337
Unbilled revenue	24,464	30,882
Taxes receivable	13,987	42,870
Affiliated	895	717
Other receivables	5,526	3,852
Total accounts receivable	$ 140,906	$ 167,417

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Pipe and connectors	$ 88,982	$ 102,360
Finished goods	16,063	14,257
Work in progress	8,644	7,099
Raw materials, components and supplies	19,272	15,363
Total inventories	$ 132,961	$ 139,079

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,269,409	$ 1,269,409	$ 1,293,269
Less: Accumulated depreciation	(771,625)	(771,625)	(726,245)
Total property, plant and equipment, net	497,784	497,784	567,024
Assets held-for-sale, net book value	4,100	4,100
Assets held-for-sale, recognized loss	300
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	16,491	16,491	15,730
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	9,346	$ 9,346	9,379
Land improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		8 years
Land improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		15 years
Buildings and improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		39 years
Property, plant and equipment, gross	119,971	$ 119,971	73,211
Rental machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		7 years
Property, plant and equipment, gross	930,443	$ 930,443	933,667
Machinery and equipment - other
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		7 years
Property, plant and equipment, gross	56,321	$ 56,321	60,182
Furniture, fixtures and computers
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		5 years
Property, plant and equipment, gross	26,280	$ 26,280	19,073
Automobiles and other vehicles
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		5 years
Property, plant and equipment, gross	32,621	$ 32,621	36,796
Aircraft
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		7 years
Property, plant and equipment, gross	0	$ 0	16,267
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	9,870	$ 9,870	8,027
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		7 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)		15 years
Construction in progress - machinery and equipment and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 68,066	$ 68,066	$ 120,937

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Property, Plant and Equipment - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 30,650	$ 26,545	$ 92,700	$ 84,278
Equipment rentals and services
Property, Plant and Equipment [Line Items]
Depreciation and amortization	25,663	23,870	78,558	76,023
Products
Property, Plant and Equipment [Line Items]
Depreciation and amortization	1,278	989	3,838	3,081
General and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 3,709	$ 1,686	$ 10,304	$ 5,174

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Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Cash surrender value of life insurance policies	$ 29,671	$ 36,269
Deposits	2,193	2,343
Other	1,480	6,921
Total other assets	$ 33,344	$ 45,533

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Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Accrued compensation	$ 18,758	$ 10,854
Accrued property and other taxes	19,781	19,740
Accrued severance and other charges	2,040	6,150
Income taxes	11,012	6,857
Accrued purchase orders	8,174	2,083
Other	15,329	19,266
Total accrued and other current liabilities	$ 75,094	$ 64,950

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Debt (Details) - Credit Facility	9 Months Ended	12 Months Ended
	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Sep. 29, 2017 USD ($)	Apr. 28, 2017 USD ($)
Citibank Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity limit		$ 6,000,000.0
Letters of credit, amount outstanding	$ 2,500,000	$ 2,200,000
Line of credit, expiration period (in years)		3 years
Fixed interest rate, short-term		1.25%
Fixed interest rate, long-term		1.50%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity limit	100,000,000.0
Maximum additional borrowing capacity	150,000,000.0
Letters of credit, amount outstanding	2,800,000	$ 3,700,000
Revolving credit facility, amount outstanding	0	$ 0
Current borrowing capacity	$ 30,000,000
Maximum debt to adjusted EBITDA ratio	2.50
Minimum EBITDA to interest expense ratio	3.0
Covenant term, minimum liquidity (no less than)				$ 250,000,000
Wavier fee (as a percent)				0.05%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Minimum
Line of Credit Facility [Line Items]
Commitment fee (as a percent)	0.25%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Maximum
Line of Credit Facility [Line Items]
Commitment fee (as a percent)	0.375%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Federal Funds Effective Rate | Interest Option 1, Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.50%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.00%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | Minimum
Line of Credit Facility [Line Items]
Additional spread on variable rate (as a percent)	0.50%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | Maximum
Line of Credit Facility [Line Items]
Additional spread on variable rate (as a percent)	1.50%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate
Line of Credit Facility [Line Items]
Threshold for change in interest payment schedule (in months)	3 months
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.50%
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	2.50%
Revolving Credit Facility Maturing August 2018 | Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity limit			$ 20,000,000.0
Revolving Credit Facility Maturing August 2018 | Swing Line Loan
Line of Credit Facility [Line Items]
Maximum borrowing capacity limit			$ 10,000,000.0

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Assets:
Derivative financial instruments	$ 132	$ 146
Liabilities:
Derivative financial instruments	35	0
Fair Value, Measurements, Recurring
Assets:
Derivative financial instruments	132	146
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	29,671	36,269
Liabilities:
Derivative financial instruments	35
Fair Value, Measurements, Recurring | Deferred compensation plan
Liabilities:
Deferred compensation plan	27,659	30,307
Fair Value, Measurements, Recurring | Marketable securities - other
Investments:
Marketable securities - other	131	3,692
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1)
Assets:
Derivative financial instruments	0	0
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	0	0
Liabilities:
Derivative financial instruments	0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Deferred compensation plan
Liabilities:
Deferred compensation plan	0	0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Marketable securities - other
Investments:
Marketable securities - other	131	3,692
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Assets:
Derivative financial instruments	132	146
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	29,671	36,269
Liabilities:
Derivative financial instruments	35
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Deferred compensation plan
Liabilities:
Deferred compensation plan	27,659	30,307
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Marketable securities - other
Investments:
Marketable securities - other	0	0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Assets:
Derivative financial instruments	0	0
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	0	0
Liabilities:
Derivative financial instruments	0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Deferred compensation plan
Liabilities:
Deferred compensation plan	0	0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Marketable securities - other
Investments:
Marketable securities - other	$ 0	$ 0

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Derivatives - Foreign Currency Derivative Contracts (Details) - Not Designated as Hedging Instrument $ in Thousands	Sep. 30, 2017 USD ($) $ / € $ / £ $ / NOK $ / CAD	Dec. 31, 2016 USD ($) $ / € $ / £ $ / NOK $ / CAD
Foreign currency contracts | Canadian dollar
Derivative [Line Items]
Notional Amount	$ 5,740	$ 4,553
Contractual Exchange Rate | $ / CAD	1.2194	1.3179
Foreign currency contracts | Euro
Derivative [Line Items]
Notional Amount	$ 5,982	$ 4,753
Contractual Exchange Rate | $ / €	1.1963	1.0563
Foreign currency contracts | Norwegian krone
Derivative [Line Items]
Notional Amount	$ 5,338	$ 3,643
Contractual Exchange Rate | $ / NOK	7.8675	8.5101
Foreign currency contracts | Pound sterling
Derivative [Line Items]
Notional Amount	$ 7,961	$ 3,908
Contractual Exchange Rate | $ / £	1.3268	1.2607
Foreign currency contracts, settled October 13, 2017 | Euro
Derivative [Line Items]
Notional Amount	$ 2,399
Contractual Exchange Rate | $ / €	1.1993
Foreign currency contracts, settled January 13, 2017 | Euro
Derivative [Line Items]
Notional Amount		$ 2,558
Contractual Exchange Rate | $ / €		1.0659

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Derivatives - Balance Sheet Location and Fair Value of Derivative Contracts (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivative [Line Items]
Derivative assets	$ 132	$ 146
Derivative liabilities	(35)	0
Not Designated as Hedging Instrument | Foreign currency contracts | Accounts receivable, net
Derivative [Line Items]
Derivative assets	132	146
Not Designated as Hedging Instrument | Foreign currency contracts | Accrued and other current liabilities
Derivative [Line Items]
Derivative liabilities	$ (35)	$ 0

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Derivatives - Impact of Derivative Instruments on Income Statement (Details) - Not Designated as Hedging Instrument - Other income (expense), net - Foreign currency contracts - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Derivative [Line Items]
Unrealized gain (loss) on foreign currency contracts	$ 681	$ (615)	$ (49)	$ (296)
Realized gain (loss) on foreign currency contracts	(1,794)	511	(2,346)	(1,068)
Total net loss on foreign currency contracts	$ (1,113)	$ (104)	$ (2,395)	$ (1,364)

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Derivatives - Gross and Net Fair Value of Derivatives (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivative Asset Positions
Gross position - asset / (liability)	$ 239	$ 181
Netting adjustment	(107)	(35)
Net position - asset / (liability)	132	146
Derivative Liability Positions
Gross position - asset / (liability)	(142)	(35)
Netting adjustment	107	35
Net position - asset / (liability)	$ (35)	$ 0

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Related Party Transactions (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 26, 2016	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Related Party Transaction [Line Items]
Net book value associated with buildings		$ 497,784		$ 497,784		$ 567,024
Net charter expense		$ (92,547)	$ (85,698)	$ (272,402)	$ (312,132)
Conversion ratio, preferred stock to common stock	1
Percentage of tax benefits realized payable		85.00%		85.00%
Percentage retained under tax receivable agreement				15.00%
Cumulative deficit, period (in months)				36 months
Tax receivable agreement, liability		$ 2,100		$ 2,100
Estimated termination payment		$ 102,000		$ 102,000
Discount rate, tax receivable agreement liability		5.63%		5.63%
Buildings and improvements
Related Party Transaction [Line Items]
Estimated useful life (in years)				39 years
Affiliated Entity
Related Party Transaction [Line Items]
Lessee, operating lease, renewal term (in months)				36 months
Rent expense		$ 1,800	1,800	$ 5,300	6,200
Affiliated Entity | Buildings and improvements
Related Party Transaction [Line Items]
Net book value associated with buildings		62,700		62,700
Affiliated Entity | Leasehold improvements
Related Party Transaction [Line Items]
Net book value associated with buildings		13,400		13,400
Western Airways
Related Party Transaction [Line Items]
Net charter expense		$ 400	$ 300	$ 1,000	$ 800

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Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Numerator
Net income (loss)	$ 2,296	$ (42,198)	$ (50,317)	$ (89,893)
Less: Net loss attributable to noncontrolling interest	0	5,216	0	20,741
Less: Preferred stock dividends	0	0	0	(1)
Net income (loss) available to Frank's International N.V. common shareholders	$ 2,296	$ (36,982)	$ (50,317)	$ (69,153)
Denominator
Basic weighted average common shares	223,056	177,125	222,847	162,656
Restricted stock units (in shares)	525	0	0	0
Diluted weighted average common shares	223,581	177,125	222,847	162,656
Income (loss) per common share:
Basic (in dollars per share)	$ 0.01	$ (0.21)	$ (0.23)	$ (0.43)
Diluted (in dollars per share)	$ 0.01	$ (0.21)	$ (0.23)	$ (0.43)
Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position.	0	32,977	624	47,273

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Income Taxes (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Effective income tax rate	97.40%	13.90%	327.70%	14.60%

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Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) segment ft	Sep. 30, 2016 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment			4
Investigation-related matters | $	$ 2,503	$ 1,779	$ 5,109	$ 5,054
Maximum | Tubular Sales
Segment Reporting Information [Line Items]
Length of tubulars used as caissons or pilings (in feet) (up to) | ft			300

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Segment Information - Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest income, net	$ 1,019	$ 646	$ 2,170	$ 1,050
Depreciation and amortization	(30,650)	(26,545)	(92,700)	(84,278)
Income tax (expense) benefit	(87,613)	6,800	(72,419)	15,311
Gain on sale of assets	829	46	2,091	1,095
Foreign currency gain (loss)	1,839	(1,696)	3,184	(5,907)
Derecognition of the TRA liability	122,515	0	122,515	0
Net income (loss)	2,296	(42,198)	(50,317)	(89,893)
Equity-based compensation expense	2,342	3,828	11,458	12,356
Merger and acquisition expense	0	0	459	0
Severance and other charges	1,648	14,534	2,386	18,858
Unrealized and realized gains (losses)	(1,123)	(10)	(2,819)	(973)
Investigation-related matters	2,503	1,779	5,109	5,054
Operating segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBITDA	1,973	(1,298)	7,073	20,077
Operating segments | International Services
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBITDA	11,151	4,532	25,459	31,752
Operating segments | U.S. Services
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBITDA	(11,322)	(5,995)	(27,775)	(13,018)
Operating segments | Tubular Sales
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBITDA	(1,333)	165	1,736	1,343
Operating segments | Blackhawk
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBITDA	3,477	0	7,653	0
Segment Reconciling Items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest income, net	1,019	646	2,170	1,050
Depreciation and amortization	(30,650)	(26,545)	(92,700)	(84,278)
Income tax (expense) benefit	(87,613)	6,800	(72,419)	15,311
Gain on sale of assets	829	46	2,091	1,095
Foreign currency gain (loss)	1,839	(1,696)	3,184	(5,907)
Derecognition of the TRA liability	122,515	0	122,515	0
Charges and credits	$ (7,616)	(20,151)	$ (22,231)	(37,241)
As previously reported | Corporate, Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBITDA		$ 159		$ 361

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Segment Information - Financial Information with Respect to Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue from External Customer [Line Items]
Revenue	$ 108,083	$ 105,114	$ 336,473	$ 379,546
Operating loss	(35,080)	(48,932)	(105,656)	(102,492)
International Services
Revenue from External Customer [Line Items]
Revenue	53,742	51,028	153,851	191,440
U.S. Services
Revenue from External Customer [Line Items]
Revenue	29,065	34,057	89,936	119,955
Tubular Sales
Revenue from External Customer [Line Items]
Revenue	7,701	20,029	40,787	68,151
Blackhawk
Revenue from External Customer [Line Items]
Revenue	17,575	0	51,899	0
Eliminations
Revenue from External Customer [Line Items]
Revenue	(7,209)	(8,676)	(23,363)	(26,789)
Eliminations | International Services
Revenue from External Customer [Line Items]
Revenue	3	(1)	18	45
Eliminations | U.S. Services
Revenue from External Customer [Line Items]
Revenue	4,062	3,641	12,890	11,691
Eliminations | Tubular Sales
Revenue from External Customer [Line Items]
Revenue	3,111	5,036	10,350	15,053
Eliminations | Blackhawk
Revenue from External Customer [Line Items]
Revenue	33	0	105	0
Operating segments
Revenue from External Customer [Line Items]
Operating loss	(35,080)	(48,932)	(105,656)	(102,492)
Adjusted EBITDA	1,973	(1,298)	7,073	20,077
Operating segments | International Services
Revenue from External Customer [Line Items]
Operating loss	(2,647)	(17,697)	(19,140)	(25,834)
Adjusted EBITDA	11,151	4,532	25,459	31,752
Operating segments | U.S. Services
Revenue from External Customer [Line Items]
Operating loss	(25,453)	(30,415)	(73,092)	(74,722)
Adjusted EBITDA	(11,322)	(5,995)	(27,775)	(13,018)
Operating segments | Tubular Sales
Revenue from External Customer [Line Items]
Operating loss	(3,967)	(820)	(782)	(1,936)
Adjusted EBITDA	(1,333)	165	1,736	1,343
Operating segments | Blackhawk
Revenue from External Customer [Line Items]
Operating loss	(3,013)	0	(12,642)	0
Adjusted EBITDA	$ 3,477	0	$ 7,653	0
As previously reported | Corporate, Non-Segment
Revenue from External Customer [Line Items]
Adjusted EBITDA		$ 159		$ 361

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Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Supplemental Cash Flow Elements [Abstract]
Change in accounts payable and accrued expenses related to capital expenditures	$ 3,983	$ 1,086
Conversion of Preferred Stock	0	56,056
Tax receivable agreement liability	0	(124,646)
Deferred tax impact of tax receivable agreement	$ 0	$ 68,590