Frank's International N.V. (Form: 10-K, Received: 02/29/2016 21:55:39)

Derivatives not designated as Hedging Instruments

Consolidated Balance Sheet Location

December 31, 2015

Foreign currency contracts

Accounts receivable, net

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2015

¨ 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)

	Prins Bernhardplein 200
	1097 JB Amsterdam, The Netherlands		Not Applicable
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +31 (0)20 693 8597



	Securities registered pursuant to Section 12(b) of the Act:
	Title of each class		Name of exchange on which registered
	Common Stock, €0.01 par value		New York Stock Exchange
	Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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	¨

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

As of June 30, 2015, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $651.2 million.

As of February 25, 2016, there were 155,332,241 shares of common stock, €0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement in connection with the 2016 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Part III of this Form 10-K.



FRANK'S INTERNATIONAL N.V.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015
TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and
	Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	32
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	86
Item 9A.	Controls and Procedures	86
Item 9B.	Other Information	86

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	86
Item 11.	Executive Compensation	86
Item 12.	Security Ownership of Certain Beneficial Owners and Management and
	Related Stockholder Matters	87
Item 13.	Certain Relationships and Related Transactions, and Director Independence	87
Item 14.	Principal Accounting Fees and Services	87

PART IV

Item 15.	Exhibits and Financial Statement Schedules	88

Signatures		94

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this "Form 10-K") 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-K 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, which have dropped significantly in recent periods;


•	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) Part I, Item 1A “Risk Factors” and in Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K, and elsewhere within this Form 10-K, (2) our other reports and filings we make with the SEC from time to time and (3) 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-K 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 the Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.

PART I

Item 1. Business

General

Frank’s International N.V. ("FINV") is a Netherlands limited liability company ( Naamloze Vennootschap ) and includes the activities of Frank’s International C.V. ("FICV") and its wholly owned subsidiaries (either individually or together, as context requires, the "Company," "we," "us" and "our"). We were established in 1938 and are an industry-leading global provider of highly engineered tubular services to the oil and gas industry. 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 believe that we are one of the largest global providers of tubular services to the oil and gas industry.

Our Operations

Tubular services involve the handling and installation of multiple joints of pipe to establish a cased wellbore and the installation of smaller diameter pipe inside a cased wellbore to provide a conduit for produced oil and gas to reach the surface. The casing of a wellbore isolates the wellbore from the surrounding geologic formations and water table, provides well structure and pressure integrity, and allows well operators to target specific zones for production. Given the central role that our services play in the structural integrity, reliability and safety of a well, and the importance of efficient tubular services to managing the overall cost of a well, we believe that our role is vital to the overall process of producing oil and gas.

In addition to our services offerings, we design and manufacture certain products that we sell directly to external customers, including large outside diameter (“OD”) pipe connectors. We also provide specialized fabrication and welding services in support of deep water projects in the U.S. Gulf of Mexico, 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. Finally, we distribute large OD pipe manufactured by third parties, and generally maintain an inventory of this pipe in order to support our pipe sales and distribution operations.

We offer our tubular services and tubular sales through our three operating segments: (1) International Services, (2) U.S. Services and (3) Tubular Sales, each of which is described in more detail in "Description of Business Segments."

The table below shows our consolidated revenue and each segment's external revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands):



	Year Ended December 31,
	2015			2014				2013
	Revenue		Percent	Revenue		Percent		Revenue		Percent

International Services	$	442,107	45.4%	$	537,259	46.6	%	$	475,297	44.1	%
U.S. Services	326,437		33.5%	439,638		38.1	%	434,940		40.4	%
Tubular Sales (1)	206,056		21.1%	175,735		15.3	%	167,485		15.5	%
Total	$	974,600	100.0%	$	1,152,632	100.0	%	$	1,077,722	100.0	%


(1)	In June 2013, we sold a component of our Tubular Sales segment and, as a result, the operations from that component have been reported as discontinued operations in the accompanying financial statements for the year ended December 31, 2013.

Our Organizational Structure

We completed our initial public offering ("IPO") on August 14, 2013. Immediately prior to the completion of our IPO, Mosing Holdings, Inc. ("MHI") contributed all of the outstanding membership interests in each of Frank's International, LLC, Frank's Casing Crew & Rental Tools, LLC and Frank's Tong Service, LLC, which constitute our U.S. operating subsidiaries, to FICV in exchange for 52,976,000 shares of our Series A preferred stock (the "Preferred Stock") and a 25.7% limited partnership interest in FICV. FICV is a partnership that was formed to act as a holding company of various U.S. and foreign operating companies engaged in our business. Excluded from the contribution were certain assets that generated a de minimis amount of revenue, including aircraft, real estate and life insurance policies, which were retained by MHI.

FINV contributed all of its international operating subsidiaries and a portion of the proceeds from the IPO to FICV. Following the completion of the IPO, FINV's sole material asset consisted of its ownership of 74.2% of the limited partnership interest and the 0.1% general partnership interest in FICV. MHI held the remaining 25.7% limited partnership interest in FICV.

Description of Business Segments

International Services

The International Services segment provides tubular services in international offshore markets and in several onshore international regions 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

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

Tubular Sales

The Tubular Sales segment designs, manufactures and distributes large 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 Services and U.S. Services segments.

Financial Information About Segment and Geographic Areas

Segment financial and geographic information is provided in Part II, Item 8, Financial Statements and Supplementary Data, Note 23 of the Notes to the Consolidated Financial Statements.

Suppliers and Raw Materials

We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers. The prices we pay for our raw materials may be affected by, among other things, energy, steel and other commodity prices, tariffs and duties on imported materials and foreign currency exchange rates. Certain of our component parts, products or specific raw materials are only available from a limited number of suppliers.

Our ability to source low cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our drilling products competitively and, in turn, our ability to provide onshore and offshore drilling services. In order to purchase raw materials and components in a cost effective manner we have developed a broad international sourcing capability and we maintain quality assurance and testing programs to analyze and test these raw materials and components.

Patents

We currently hold multiple U.S. and international patents and have a number of pending patent applications. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license as critical or essential to our business as a whole.

Seasonality

A substantial portion of our business is not significantly impacted by changing seasons. We can be impacted by hurricanes, ocean currents, winter storms and other disruptions.

Customers

Our customers consist primarily of oil and gas exploration and production companies, both U.S. and international, including major and independent companies, national oil companies and, on occasion, other service companies that have contractual obligations to provide casing and handling services. Demand for our services depends primarily upon the capital spending of oil and gas companies and the level of drilling activity in the U.S. and internationally. We do not believe the loss of any of our individual customers would have a material adverse effect on our business. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2015, 2014 and 2013.

Our International Services segment had no single customer that contributed more than 10% of its revenue in 2015. Our U.S. Services and Tubular Sales segments each had three customers which accounted for more than 10% of their revenue in 2015.

Competition

The markets in which we operate are competitive. We compete with a number of companies, some of which have financial and other resources greater than ours. The principal competitive factors in our markets are the quality, price and availability of products and services and a company’s responsiveness to customer needs and its reputation for safety. In general, we face a larger number of smaller, more regionally-specific customers in the U.S. onshore market as compared to offshore markets, where larger competitors dominate.

We believe several factors give us a strong competitive position. In particular, we believe our products and services in each segment fulfill our customer’s requirements for international capability, availability of tools, range of services provided, intellectual property, technological sophistication, rigorous quality systems and availability of equipment, along with reputation and safety record. We seek to differentiate ourselves from our competitors by providing a rapid response to the needs of our customers, a high level of customer service and innovative product development initiatives. Although we have no single competitor across all of our product lines, we believe that Weatherford International represents our most direct competitor across our segments for providing tubular services on an aggregate, global basis.

Market Environment

As a result of the dramatic downturn in oil and natural gas prices during 2015 and continuing into 2016 to date, many of our customers have reduced their oil and natural gas drilling activities. In addition, we expect oil and gas exploration and production companies to cut capital budgets from 2015 levels globally. A further decrease in project spending from our customers is expected to translate to a similar decrease in our earnings. We believe that we have mitigated in 2015 and going-forward in 2016 will be able to mitigate some of the impact of lower revenues through both previously implemented as well as additional planned cost reductions. We expect continued weakness in the U.S. onshore business segment and lower revenues in International Services as pricing pressure and the scope of our service activity shifts. Additionally, despite the strong margins recorded in the fourth quarter of 2015, we expect the adjusted EBITDA contribution from Tubular Sales to decrease in the first quarter of 2016 as visibility on new orders and expected deliveries is significantly lower than the first quarter of 2015.

Inventories and Working Capital

An important consideration for many of our customers in selecting a vendor is timely availability of the product. Often customers will pay a premium for earlier or immediate availability because of the cost of delays in critical operations. We aim to stock certain of our consumable products in regional warehouses around the world so we can have these products available for our customers when needed. This availability is especially critical for our proprietary products, causing us to carry substantial inventories for these products. For critical capital items for which demand is expected to be strong, we often build certain items before we have a firm order. Having such goods available on short notice can be of great value to our customers.

Environmental, Occupational Health and Safety Regulation

Our operations are subject to numerous stringent and complex laws and regulations governing the emission and discharge of materials into the environment, health and safety aspects of our operations, or otherwise relating to human health and environmental protection. Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.

Numerous governmental authorities, such as the U.S. Environmental Protection Agency (“EPA”), analogous state agencies and, in certain circumstances, citizens’ groups, have the power to enforce compliance with these laws and regulations and the permits issued under them. Certain environmental laws may impose joint and several liability, without regard to fault or the legality of the original conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and we cannot assure you that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.

The following is a summary of the more significant existing environmental, health and safety laws and regulations to which our business operations are subject and for which compliance could have a material adverse impact on our capital expenditures, results of operations or financial position.

Hazardous Substances and Waste

The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with

their own, more stringent requirements. We are required to manage the transportation, storage and disposal of hazardous and non-hazardous wastes in compliance with RCRA.

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous substance released at the site. We currently own, lease, or operate numerous properties that have been used for manufacturing and other operations for many years. We also contract with waste removal services and landfills. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial operations to prevent future contamination. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment.

Water Discharges

The Federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. A responsible party includes the owner or operator of a facility from which a discharge occurs. The Clean Water Act and analogous state laws provide for administrative, civil and criminal penalties for unauthorized discharges and, together with the Oil Pollution Act of 1990, impose rigorous requirements for spill prevention and response planning, as well as substantial potential liability for the costs of removal, remediation, and damages in connection with any unauthorized discharges. Pursuant to these laws and regulations, we may be required to obtain and maintain approvals or permits for the discharge of wastewater or storm water from our operations and may be required to develop and implement spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of significant quantities of oil, including refined petroleum products. We maintain all required discharge permits necessary to conduct our operations, and we believe we are in substantial compliance with their terms.

Air Emissions

The federal Clean Air Act and comparable state laws regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other emission control requirements. In addition, the EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at specified sources. Non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and regulations can result in the imposition of administrative, civil and criminal penalties, as well as the issuance of orders or injunctions limiting or prohibiting non-compliant operations. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard, or NAAQS, for ozone from 75 to 70 parts per billion. State implementation of the revised NAAQS could result in stricter air emissions permitting requirements, delay or prohibit our ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. We do not believe that any of our operations are subject to the federal Clean Air Act permitting or regulatory requirements for major sources of air emissions, but some of our facilities could be subject to state “minor source” air permitting requirements and other state regulatory requirements applicable to air emissions.

Climate Change

The EPA has determined that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment to public health and the environment because emissions of such gases are contributing to warming of the Earth’s atmosphere and other climatic changes. Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of greenhouse gases under existing provisions of the federal Clean Air

Act. The EPA has proposed various measures regulating the emission of greenhouse gases, including proposed performance standards for new and existing power plants, and pre-construction and operating permit requirements for certain large stationary sources already subject to the Clean Air Act. The EPA has also adopted rules requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United States, as well as onshore oil and gas production facilities, on an annual basis.

In addition, the United States Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gases and many of the states have already taken legal measures to reduce emissions of greenhouse gases. For example, the state of California has adopted a "cap and trade program" that requires major sources of greenhouse gas emissions to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal.

The adoption of legislation or regulatory programs in the U.S. or abroad designed to reduce emissions of greenhouse gases could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. For example, in August 2015, the EPA announced proposed rules that would establish new air emission controls for methane emissions for certain new, modified or reconstructed equipment and processes in the oil and natural gas source category, including production, processing, transmission and storage activities, as part of the overall effort to reduce methane emissions by up to 45 percent in 2025. These rules have the potential to impose significant costs on our customers. Also, new legislation or regulatory programs related to the control of greenhouse gas emissions could increase the cost of consuming, and thereby reduce demand for, the oil and gas produced by our customers. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations. Finally, it should be noted that some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any such effects were to occur, they could have an adverse effect on our business, financial condition and results of operations.

Hydraulic Fracturing

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. We do not perform hydraulic fracturing, but many of our customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. For example, the EPA has already begun to regulate certain hydraulic fracturing operations involving diesel under the Underground Injection Control program of the federal Safe Drinking Water Act, and is conducting a study to determine if additional regulation of hydraulic fracturing is warranted. In June 2015, the EPA released its draft report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded that hydraulic fracturing activities have not led to widespread, systemic impacts on drinking water resources in the United States, although there are above and below ground mechanisms by which hydraulic fracturing activities have the potential to impact drinking water resources. The draft report is expected to be finalized after a public comment period and a formal review by the EPA's Science Advisory Board. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Employee Health and Safety

We are subject to a number of federal and state laws and regulations, including the Occupational Safety and Health Act ("OSHA") and comparable state statutes, establishing requirements to protect the health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be

maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and the public. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with laws and regulations relating to worker health and safety.

We also operate in non-U.S. jurisdictions, which may impose similar liabilities against us. We do not believe that compliance with existing environmental laws and regulations will have a material adverse impact on us. However, we also believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and, thus, we cannot give any assurance that we will not be adversely affected in the future.

Operating Risk and Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations. In accordance with industry practice, however, we do not maintain insurance coverage against all of the operating risks to which our business is exposed. Therefore, there is a risk our insurance program may not be sufficient to cover any particular loss or all losses.

Currently, our insurance program includes, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicle, workers’ compensation, and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery.

Employees

At December 31, 2015 , we had approximately 3,900 employees worldwide. We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate, such as Brazil, Asia Pacific, Africa and Europe. We consider our relations with our employees to be satisfactory.

Available Information

Our principal executive offices are located at Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, and our telephone number at that address is +31 (0)20 693 8597. Our primary U.S. offices are located at 10260 Westheimer Rd., Houston, Texas 77042, and our telephone number at that address is (281) 966-7300. Our website address is www.franksinternational.com , and we make available free of charge through our website our Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. Our website also includes general information about us, including our Corporate Governance Guidelines and charter for the Audit Committee and Compensation Committee of our Supervisory Board of Directors. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC rules. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report.

Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol ("FI").

Materials we file with the SEC may be inspected without charge and copied, upon payment of a duplicating fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.

Item 1A. Risk Factors

Risks Related to Our Business

You should carefully consider the risks described below together with the other information contained in this Form 10-K. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our business depends on the level of activity in the oil and gas industry, which is significantly affected by oil and gas prices and other factors.

Our business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity. However, higher commodity prices do not necessarily translate into increased drilling activity, since customers’ expectations of future commodity prices typically drive demand for our services. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect the demand for our services. Worldwide military, political and economic events have in the past contributed to oil and gas price volatility and are likely to do so in the future. The demand for our services may be affected by numerous factors, including:


•	the level of worldwide oil and gas exploration and production;


•	the cost of exploring for, producing and delivering oil and gas;


•	demand for energy, which is affected by worldwide economic activity and population growth;


•	the level of excess production capacity;


•	the discovery rate of new oil and gas reserves;


•	the ability of OPEC to set and maintain production levels for oil;


•	the level of production by non-OPEC countries;


•	U.S. and global political and economic uncertainty, socio-political unrest and instability or hostilities;


•	demand for, availability of and technological viability of, alternative sources of energy; and


•	technological advances affecting energy exploration, production, transportation and consumption.

Demand for our offshore services substantially depends on the level of activity in offshore oil and gas exploration, development and production. The level of offshore activity is historically cyclical and characterized by large fluctuations in response to relatively minor changes in a variety of factors, including oil and gas prices, which have had a material adverse effect on our business, financial condition and results of operations.

A significant amount of our U.S. onshore business is focused on unconventional shale resource plays. The demand for those services is substantially affected by oil and gas prices and market expectations of potential changes in these prices. Commodity prices have gone below a certain threshold for an extended period of time and demand for our services in the U.S. onshore market have been greatly reduced, having a material adverse effect on our business, financial condition and results of operations.

Oil and gas prices are extremely volatile and have decreased substantially during the year ended December 31, 2015 . For example, during the year ended December 31, 2015 , the average daily prices for New York Mercantile Exchange West Texas Intermediate ranged from a high of approximately $60/Bbl in June 2015 to a low of approximately $37/Bbl in December 2015 and have declined even further through 2016 to date. Any additional actual or anticipated reduction in oil or gas prices may reduce the level of exploration, drilling and production activities. The current price environment has already resulted in some capital budget reductions by our customers compared to prior years. Prolonged lower oil prices have resulted in softer demand for our services. Further, we have reduced pricing in some of our customer contracts in light of the volatility of the oil and gas market.

Furthermore, the oil and gas industry has historically experienced periodic downturns, which have been characterized by reduced demand for oilfield services and downward pressure on the prices we charge. A significant downturn in the oil and gas industry has adversely affected the demand for oilfield services and our business, financial condition and results of operations.

The downturn in the oil and gas industry has negatively affected and will likely continue to affect our ability to accurately predict customer demand, causing us to potentially hold excess or obsolete inventory and experience a reduction in gross margins and financial results.

We cannot accurately predict what or how many products our customers will need in the future. Orders are placed with our suppliers based on forecasts of customer demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand. Our forecasts of customer demand are based on multiple assumptions, each of which may introduce errors into the estimates. In addition, many of our suppliers, such as those for certain of our standardized valves, require a longer lead time to provide products than our customers demand for delivery of our finished products. If we overestimate customer demand, we may allocate resources to the purchase of material or manufactured products that we may not be able to sell when we expect to, if at all. As a result, we would hold excess or obsolete inventory, which would reduce gross margin and adversely affect financial results. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect profit margins, increase product obsolescence and restrict our ability to fund our operations.

Physical dangers are inherent in our operations and may expose us to significant potential losses. Personnel and property may be harmed during the process of drilling for oil and gas.

Drilling for and producing oil and gas, and the associated services that we provide, include inherent dangers that may lead to property damage, personal injury, death or the discharge of hazardous materials into the environment. Many of these events are outside our control. Typically, we provide services at a well site where our personnel and equipment are located together with personnel and equipment of our customers and third parties, such as other service providers. At many sites, we depend on other companies and personnel to conduct drilling operations in accordance with applicable environmental laws and regulations and appropriate safety standards. From time to time, personnel are injured or equipment or property is damaged or destroyed as a result of accidents, failed equipment, faulty products or services, failure of safety measures, uncontained formation pressures, or other dangers inherent in drilling for oil and gas. With increasing frequency, our services are deployed on more challenging prospects, particularly deep water offshore drilling sites, where the occurrence of the types of events mentioned above can have an even more catastrophic impact on people, equipment and the environment. Such events may expose us to significant potential losses, which could adversely affect our business, financial condition and results of operations.

We are vulnerable to risks associated with our offshore operations that could negatively impact our business, financial condition and results of operations.

We conduct offshore operations in the U.S. Gulf of Mexico and almost every significant international offshore market, including Africa, Middle East, Latin America, Europe, the Asia Pacific region and several other producing regions. Our operations and financial results could be significantly impacted by conditions in some of these areas because we are vulnerable to certain unique risks associated with operating offshore, including those relating to:


•	hurricanes, ocean currents and other adverse weather conditions;


•	terrorist attacks, such as piracy;


•	failure of offshore equipment and facilities;


•	local and international political and economic conditions and policies and regulations related to offshore drilling;


•	unavailability of offshore drilling rigs in the markets that we operate;


•	the cost of offshore exploration for, and production and transportation of, oil and gas;


•	successful exploration for, and production and transportation of, oil and gas from onshore sources;


•	the availability and rate of discovery of new oil and gas reserves in offshore areas; and


•	the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

Our international operations and revenue expose us to political, economic and other uncertainties inherent to international business.

We have substantial international operations, and we intend to grow those operations further. For the years ended December 31, 2015 , 2014 and 2013 , international operations accounted for approximately 45 %, 47 % and 44 %, respectively, of our revenue. Our international operations are subject to a number of risks inherent in any business operating in foreign countries, including, but not limited to, the following:


•	political, social and economic instability;


•	potential expropriation, seizure or nationalization of assets;


•	deprivation of contract rights;


•	increased operating costs;


•	inability to collect revenues due to shortages of convertible currency;


•	unwillingness of foreign governments to make new onshore and offshore areas available for drilling;


•	civil unrest and protests, strikes, acts of terrorism, war or other armed conflict;


•	import/export quotas;


•	confiscatory taxation or other adverse tax policies;


•	continued application of foreign tax treaties;


•	currency exchange controls;


•	currency exchange rate fluctuations and devaluations;


•	restrictions on the repatriation of funds; and


•	other forms of government regulation which are beyond our control.

Instability and disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business, including economically and politically volatile areas such as Africa, the Middle East, Latin America and the Asia Pacific region, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide. Worldwide political, economic, and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. Depending on the market prices of oil and gas, oil and gas exploration and development companies may cancel or curtail their drilling programs, thereby reducing demand for our services.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

To compete in our industry, we must continue to develop new technologies and products to support our tubular services, secure and maintain patents related to our current and new technologies and products and protect and enforce our intellectual property rights.

The markets for our tubular services are characterized by continual technological developments. While we believe that the proprietary products we have developed provide us with technological advances in providing services to our customers, substantial improvements in the scope and quality of the products in the market we operate may occur over a short period of time. If we are not able to develop commercially competitive products in a timely manner in response, our ability to service our customers’ demands may be adversely affected. Our future ability to develop new products

in order to support our services depends on our ability to design and produce products that allow us to meet the needs of our customers and obtain and maintain patent protection.

We may encounter resource constraints, technical barriers, or other difficulties that would delay introduction of new services and related products in the future. Our competitors may introduce new products or obtain patents before we do and achieve a competitive advantage. Additionally, the time and expense invested in product development may not result in commercial applications.

We currently hold multiple U.S. and international patents and have multiple pending patent applications for products and processes. Patent rights give the owner of a patent the right to exclude third parties from making, using, selling, and offering for sale the inventions claimed in the patents in the applicable country. Patent rights do not necessarily grant the owner of a patent the right to practice the invention claimed in a patent, but merely the right to exclude others from practicing the invention claimed in the patent. It may also be possible for a third party to design around our patents. Furthermore, patent rights have strict territorial limits. Some of our work will be conducted in international waters and would, therefore, not fall within the scope of any country’s patent jurisdiction. We may not be able to enforce our patents against infringement occurring in international waters and other “non-covered” territories. Also, we do not have patents in every jurisdiction in which we conduct business and our patent portfolio will not protect all aspects of our business and may relate to obsolete or unusual methods, which would not prevent third parties from entering the same market.

We attempt to limit access to and distribution of our technology and trade secrets by customarily entering into confidentiality agreements with our employees, customers and potential customers and suppliers. However, our rights in our confidential information, trade secrets, and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (for example, information in expired issued patents, published patent applications, and scientific literature) can also be used by third parties to independently develop technology. We cannot provide assurance that this independently developed technology will not be equivalent or superior to our proprietary technology.

In addition, we may become involved in legal proceedings from time to time to protect and enforce our intellectual property rights. Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights. We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. Any legal proceeding concerning intellectual property could be protracted and costly and is inherently unpredictable and could have a material adverse effect on our business, regardless of its outcome. Further, our intellectual property rights may not have the value that management believes them to have and such value may change over time as we and others develop new product designs and improvements.

Our tubular services may be adversely affected by various laws and regulations in countries in which we operate relating to the equipment and operation of drilling units, oil and gas exploration and development, as well as import and export activities.

Governments in some foreign countries have been increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries, including local content requirements for participating in tenders for certain tubular services. We operate in several of these countries, including Angola, Nigeria, Indonesia, Malaysia, Brazil and Canada. Many governments favor or effectively require that contracts be awarded to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may result in inefficiencies or put us at a disadvantage when we bid for contracts against local competitors.

In addition, the shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate. Moreover, many countries control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations. Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit

transactions involving such countries, persons and entities, and we are also subject to the U.S. anti-boycott law. In addition, certain anti-dumping regulations in the foreign countries in which we operate may prohibit us from purchasing pipe from certain suppliers.

The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. A global economic downturn may increase some foreign governments’ efforts to enact, enforce, amend or interpret laws and regulations as a method to increase revenue. Materials that we import can be delayed and denied for varying reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with these applicable legal and regulatory obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.

We may be exposed to unforeseen risks in our services and product manufacturing, which could adversely affect our results of operations.

We operate a number of manufacturing facilities to support our tubular services. In addition, we also manufacture certain products, including large OD pipe connectors that we sell directly to external customers. The equipment and management systems necessary for such operations may break down, perform poorly or fail, resulting in fluctuations in manufacturing efficiencies. Additionally, some of our U.S. onshore business may be conducted under fixed price or “turnkey” contracts. Under fixed price contracts, we agree to perform a defined scope of work for a fixed price. Prices for these contracts are based largely upon estimates and assumptions relating to project scope and specifications, personnel and material needs.

Fluctuations in our manufacturing process and inaccurate estimates and assumptions used in our projects may occur due to factors out of our control, resulting in cost overruns, which we may be required to absorb and could have a material adverse effect on our business, financial condition and results of operations. Such fluctuations or incorrect estimates may affect our ability to deliver services and products to our customers on a timely basis and we may suffer financial penalties and a diminution of our commercial reputation and future product orders, which could adversely affect our business, financial condition and results of operations.

We may be unable to employ a sufficient number of skilled and qualified workers to sustain or expand our current operations.

The delivery of our tubular services requires personnel with specialized skills and experience. Our ability to be productive and profitable will depend upon our ability to employ and retain skilled workers. In addition, our ability to expand our operations depends in part on our ability to increase the size of our skilled labor force. The demand for skilled workers is high, the supply can be limited in certain jurisdictions, and the cost to attract and retain qualified personnel has increased over the past few years. In addition, we are currently a party to collective bargaining or similar agreements in certain international areas in which we operate, which could result in increases in the wage rates that we must pay to retain our employees. Furthermore, a significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both. If any of these events were to occur, our capacity could be diminished, our ability to respond quickly to customer demands or strong market conditions may be inhibited and our growth potential could be impaired, any of which could have a material adverse effect on our business, financial condition and results of operations.

We operate in an intensively competitive industry, and if we fail to compete effectively, our business will suffer.

Our competitors may attempt to increase their market share by reducing prices, or our customers may adopt competing technologies. The drilling industry is driven primarily by cost minimization, and our strategy is aimed at

reducing drilling costs through the application of new technologies. Our competitors, many of whom have a more diverse product line and access to greater amounts of capital than we do, have the ability to compete against the cost savings generated by our technology by reducing prices and by introducing competing technologies. Our competitors

may also have the ability to offer bundles of products and services to customers that we do not offer. We have limited resources to sustain prolonged price competition and maintain the level of investment required to continue the commercialization and development of our new technologies. Any failure to continue to do so could adversely affect our business, financial condition or results of operations.

Our business depends upon our ability to source low cost raw materials and components, such as steel castings and forgings. Increased costs of raw materials and other components may result in increased operating expenses.

Our ability to source low cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our drilling products competitively and, in turn, our ability to provide onshore and offshore drilling services. Should our current suppliers be unable to provide the necessary raw materials or components or otherwise fail to deliver such materials and components timely and in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.

In particular, we have experienced increased costs in recent years due to rising steel prices. There is also strong demand within the industry for forgings, castings and outsourced coating services necessary for us to make our products. We cannot assure that we will be able to continue to purchase these raw materials on a timely basis or at historical prices. Our results of operations may be adversely affected by our inability to manage the rising costs and availability of raw materials and components used in our products.

We are subject to the risk of supplier concentration.

Certain of our product lines depend on a limited number of third party suppliers and vendors. As a result of this concentration in some of our supply chains, our business and operations could be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products. For example, we have a limited number of vendors for our bearings product lines. The partial or complete loss of any one of our key suppliers, or a significant adverse change in the relationship with any of these suppliers, through consolidation or otherwise, would limit our ability to manufacture or sell certain of our products.

Our tubular services are provided in connection with operations that are subject to potential hazards inherent in the oil and gas industry, and, as a result, we are exposed to potential liabilities that may affect our financial condition and reputation.

Our tubular services are provided in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident can potentially have catastrophic consequences. This is particularly true in deep water operations, where we are increasingly providing more tubular services. Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deep water or shallow water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment and the environment. If our services fail to meet specifications or are involved in accidents or failures, we could face warranty, contract, fines or other litigation claims, which could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and gas production, pollution and other environmental damages. Our insurance policies may not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming and costly to defend.

In addition, the frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our services if they view our safety record as unacceptable, which could cause us to lose customers and substantial revenues. In addition, these risks may be greater for us because we may acquire companies that have not allocated significant resources and management focus to safety and have a poor safety record requiring rehabilitative efforts during the integration process and we may incur liabilities for losses before such rehabilitation occurs.

The imposition of stringent restrictions or prohibitions on offshore drilling by any governing body may have a material adverse effect on our business.

Events in recent years have heightened environmental and regulatory concerns about the oil and gas industry. From time to time, governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit offshore drilling in certain areas. If laws are enacted or other governmental action is taken that restrict or prohibit offshore drilling in our expected areas of operation, our expected future growth in offshore services could be reduced and our business could be materially adversely affected.

For example, in April 2015 the Bureau of Safety and Environmental Enforcements published a proposed rule containing more stringent standards relating to well control equipment used in connection with offshore well drilling operations. The proposed standards focus on blowout preventers, along with well design, well control, casing, cementing, real-time well monitoring, and subsea containment requirements. If the new regulations, operating procedures and possibility of increased legal liability are viewed by our current or future customers as a significant increased financial burden on drilling projects in the U.S. Gulf of Mexico for other potentially more profitable regions, drillships and other floating rigs could depart the U.S. Gulf of Mexico, which would likely affect the supply and demand for our equipment and services. In addition, government agencies could issue new safety and environmental guidelines or regulations for drilling in the U.S. Gulf of Mexico that could disrupt or delay drilling operations, increase the cost of drilling operations or reduce the area of operations for drilling. All of these uncertainties could result in a reduced demand for our equipment and services, which could have an adverse effect on our business.

We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur.

As is customary in our industry, our contracts typically provide that our customers indemnify us for claims arising from the injury or death of their employees, the loss or damage of their equipment, damage to the reservoir and pollution emanating from the customer’s equipment or from the reservoir (including uncontained oil flow from a reservoir). Conversely, we typically indemnify our customers for claims arising from the injury or death of our employees, the loss or damage of our equipment, or pollution emanating from our equipment. Our contracts typically provide that our customer will indemnify us for claims arising from catastrophic events, such as a well blowout, fire or explosion.

Our indemnification arrangements may not protect us in every case. For example, from time to time (i) we may enter into contracts with less favorable indemnities or perform work without a contract that protects us, (ii) our indemnity arrangements may be held unenforceable in some courts and jurisdictions or (iii) we may be subject to other claims brought by third parties or government agencies. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities, or may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential losses.

Further, our assets generally are not insured against loss from political violence such as war, terrorism or civil unrest. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.

We may incur liabilities, fines, penalties or additional costs, or we may be unable to provide services to certain customers, if we do not maintain safe operations.

If we fail to comply with safety regulations or maintain an acceptable level of safety in connection with our tubular services, we may incur fines, penalties or other liabilities or may be held criminally liable. We expect to incur additional costs over time to upgrade equipment or conduct additional training or otherwise incur costs in connection with compliance with safety regulations. Failure to maintain safe operations or achieve certain safety performance metrics could disqualify us from doing business with certain customers, particularly major oil companies. Because we provide tubular services to a large number of major oil companies, any such failure could adversely affect our business, financial condition and results of operations.

The industry in which we operate is undergoing continuing consolidation that may impact results of operations.

Some of our largest customers have consolidated and are using their size and purchasing power to achieve economies of scale and pricing concessions. This consolidation may result in reduced capital spending by such customers or the acquisition of one or more of our other primary customers, which may lead to decreased demand for our products and services. If we cannot maintain sales levels for customers that have consolidated or replace such revenues with increased business activities from other customers, this consolidation activity could have a significant negative impact on our business, financial condition and results of operations. We are unable to predict what effect consolidations in our industry may have on prices, capital spending by customers, selling strategies, competitive position, ability to retain customers or ability to negotiate favorable agreements with customers.

Our operations and our customers’ operations are subject to a variety of governmental laws and regulations that may increase our costs, limit the demand for our services and products or restrict our operations.

Our business and our customers’ businesses may be significantly affected by:


•	federal, state and local and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment;


•	changes in these laws and regulations; and


•	the level of enforcement of these laws and regulations.

In addition, we depend on the demand for our tubular services from the oil and gas industry. This demand is affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry in general. For example, the adoption of laws and regulations curtailing exploration and development drilling for oil and gas for economic or other policy reasons could adversely affect our operations by limiting demand for our products. In addition, some non-U.S. countries may adopt regulations or practices that give advantage to indigenous oil companies in bidding for oil leases, or require indigenous companies to perform oilfield services currently supplied by international service companies. To the extent that such companies are not our customers, or we are unable to develop relationships with them, our business may suffer. We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Because of our non-U.S. operations and sales, we are also subject to changes in non-U.S. laws and regulations that may encourage or require hiring of local contractors or require non-U.S. contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. If we fail to comply with any applicable law or regulation, our business, financial condition and results of operations may be adversely affected.

An inability to obtain visas and work permits for our employees on a timely basis could negatively affect our operations and have an adverse effect on our business.

Our ability to provide services worldwide depends on our ability to obtain the necessary visas and work permits for our personnel to travel in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits. If we are not able to obtain visas and work permits for the employees we need for conducting our tubular services on a timely basis, we might not be able to perform our obligations under our contracts, which could allow our customers to cancel the contracts. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, our business, financial condition and results of operations could be materially adversely affected.

Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities.

Our operations are subject to numerous stringent and complex laws and regulations governing the discharge of materials into the environment, health and safety aspects of our operations, or otherwise relating to occupational health

and safety and environmental protection. These laws and regulations may, among other things, regulate the management and disposal of hazardous and non-hazardous wastes; require acquisition of environmental permits related to our operations; restrict the types, quantities, and concentrations of various materials that can be released into the environment; limit or prohibit operational activities in certain ecologically sensitive and other protected areas; regulate specific health and safety criteria addressing worker protection; require compliance with operational and equipment standards; impose testing, reporting and record-keeping requirements; and require remedial measures to mitigate pollution from former and ongoing operations. Failure to comply with these laws and regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements and the imposition of injunctions to prohibit certain activities or force future compliance. Certain environmental laws may impose joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment.

The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment. The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers.

Our operations in countries outside of the United States are subject to a number of U.S. federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act, as well as trade sanctions administered by the Office of Foreign Assets Control and the Commerce Department.

We operate internationally and in some countries with high levels of perceived corruption commonly gauged according to the Transparency International Corruption Perceptions Index. We must comply with complex foreign and U.S. laws including the United States Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 and the United Nations Convention Against Corruption, which prohibit engaging in certain activities to obtain or retain business or to influence a person working in an official capacity. We do business and may in the future do additional business in countries and regions in which we may face, directly or indirectly, corrupt demands by officials, tribal or insurgent organizations, or by private entities in which corrupt offers are expected. Furthermore, many of our operations require us to use third parties to conduct business or to interact with people who are deemed to be governmental officials under the FCPA. Thus, we face the risk of unauthorized payments or offers of payments or other things of value by our employees, contractors or agents. It is our policy to implement compliance procedures to prohibit these practices. However, despite those safeguards and any future improvements to them, our employees, contractors, and agents may engage in conduct for which we might be held responsible, regardless of whether such conduct occurs within or outside the United States. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. In addition, our non-U.S. competitors that are not subject to the FCPA or similar laws may be able to secure business or other preferential treatment in such countries by means that such laws prohibit with respect to us. A violation of any of these laws, even if prohibited by our policies, may result in severe criminal and/or civil sanctions and other penalties, and could have a material adverse effect on our business. Actual or alleged violations could damage our reputation, be expensive to defend, and impair our ability to do business.

Compliance with U.S. regulations on trade sanctions and embargoes administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) also poses a risk to us. We cannot provide products or services to certain countries subject to U.S. trade sanctions. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import and export privileges.

Compliance with and changes in laws could be costly and could affect operating results.

We have operations in the U.S. and in approximately 60 countries that can be impacted by expected and unexpected changes in the legal and business environments in which we operate. Political instability and regional issues in many of the areas in which we operate may contribute to such changes with greater significance or frequency. Our ability to

manage our compliance costs and compliance programs will impact our business, financial condition and results of operations. Compliance-related issues could also limit our ability to do business in certain countries. Changes that could impact the legal environment include new legislation, new regulations, new policies, investigations and legal proceedings and new interpretations of existing legal rules and regulations, in particular, changes in export control laws or exchange control laws, additional restrictions on doing business in countries subject to sanctions and changes in laws in countries where we operate or intend to operate.

Restrictions on emissions of greenhouse gases could increase our operating costs or reduce demand for our products.

Environmental advocacy groups and regulatory agencies in the United States and other countries have focused considerable attention on emissions of carbon dioxide, methane and other "greenhouse gases" and their potential role in climate change. The EPA has already begun to regulate greenhouse gas emissions under existing provisions of the federal Clean Air Act, and the state of California has established a “cap-and-trade” program requiring state-wide annual reductions in emission of greenhouse gases. For example, in August 2015, the EPA announced proposed rules that would establish new air emission controls for methane emissions from certain new, modified, or reconstructed equipment and processes in the oil and natural gas source category, including production, processing, transmission and storage activities, as part of an overall effort to reduce methane emissions by up to 45 percent in 2025. These rules have the potential to impose significant costs on our customers. The adoption of additional legislation or regulatory programs to reduce emissions of greenhouse gases could require us to incur increased operating costs to comply with new emissions-reduction or reporting requirements. Also any legislation or regulatory programs related to the control of greenhouse gas emissions could increase the cost of consuming, and thereby reduce demand for, hydrocarbons that our customers produce, which could impact demand for our services. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations. Finally, some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events.

We face risks related to natural disasters and pandemic diseases, which could result in severe property damage or materially and adversely disrupt our operations and affect travel required for our worldwide operations.

Some of our operations involve risks of, among other things, property damage, which could curtail our operations. For example, disruptions in operations or damage to a manufacturing plant could reduce our ability to produce products and satisfy customer demand. In particular, we have offices and manufacturing facilities in Houston, Texas and Lafayette, Louisiana and in various places throughout the Gulf Coast region of the United States. These offices and facilities are particularly susceptible to severe tropical storms and hurricanes, which may disrupt our operations. If one or more manufacturing facilities we own are damaged by severe weather or any other disaster, accident, catastrophe or event, our operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that provide supplies or other raw materials to our plants or other stoppages arising from factors beyond our control. These interruptions might involve significant damage to, among other things, property, and repairs might take from a week or less for a minor incident to many months or more for a major interruption.

In addition, a portion of our business involves the movement of people and certain parts and supplies to or from foreign locations. Any restrictions on travel or shipments to and from foreign locations, due to the occurrence of natural disasters such as earthquakes, floods or hurricanes, or an epidemic or outbreak of diseases, including the H1N1 virus and the avian flu, in these locations, could significantly disrupt our operations and decrease our ability to provide services to our customers. In addition, our local workforce could be affected by such an occurrence or outbreak which could also significantly disrupt our operations and decrease our ability to provide services to our customers.

Our exposure to currency exchange rate fluctuations may result in fluctuations in our cash flows and could have an adverse effect on our financial condition and results of operations.

From time to time, fluctuations in currency exchange rates could be material to us depending upon, among other things, the principal regions in which we provide tubular services. For the year ended December 31, 2015 , on a U.S.

dollar-equivalent basis, approximately 20 % of our revenue was represented by currencies other than the U.S. dollar. In particular, we are sensitive to fluctuations in currency exchange rates between the U.S. dollar and each of the Euro, Norwegian Krone, British Pound, Canadian Dollar, Venezuelan Bolivar and Brazilian Real. There may be instances in which costs and revenue will not be matched with respect to currency denomination. As a result, to the extent that we continue our expansion on a global basis, as expected, we expect that increasing portions of revenue, costs, assets and liabilities will be subject to fluctuations in foreign currency valuations. We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. Further, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against these risks.

Seasonal and weather conditions could adversely affect demand for our services and operations.

Weather can have a significant impact on demand as consumption of energy is seasonal, and any variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Adverse weather conditions, such as hurricanes and ocean currents in the U.S. Gulf of Mexico or typhoons in the Asia Pacific region, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured. Extreme winter conditions in Canada, Russia or the North Sea may interrupt or curtail our operations, or our customers’ operations, in those areas and result in a loss of revenue.

Legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our services.

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. We do not perform hydraulic fracturing, but many of our customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. For example, in June 2015, the EPA released its draft report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded that hydraulic fracturing activities have not led to widespread, systemic impacts on drinking water resources in the United States, although there are above and below ground mechanisms by which hydraulic fracturing activities have the potential to impact drinking water resources. The draft report is expected to be finalized after a public comment period and a formal review by the EPA's Science Advisory Board. The EPA has also taken steps to regulate certain aspects of hydraulic fracturing. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Those countries that rely heavily upon income from hydrocarbon exports would be hit particularly hard by a drop in oil prices. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. To the extent one or more of our key customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. Any material

nonpayment or nonperformance by our key customers could adversely affect our business, financial condition and results of operations.

We may be unable to identify or complete acquisitions.

We expect that acquisitions will be an important element of our business strategy going forward. We can give no assurance that we will be able to identify and acquire additional businesses in the future on terms favorable to us or that we will be able to integrate successfully the assets and operations of acquired businesses with our own business. Any inability on our part to integrate and manage the growth of acquired businesses may have a material adverse effect on our business, financial condition and results of operations.

Our executive officers and certain key personnel are critical to our business, and these officers and key personnel may not remain with us in the future.

Our future success depends in substantial part on our ability to hire and retain our executive officers and other key personnel. In particular, we are highly dependent on our executive officers, including Gary Luquette, our President and Chief Executive Officer, Jeff Bird, our Executive Vice President and Chief Financial Officer and John Walker, our Executive Vice President, Operations. These and other senior executives possess extensive expertise, talent and leadership, and they are critical to our success. The diminution or loss of the services of these individuals, or other integral key personnel affiliated with entities that we acquire in the future, could have a material adverse effect on our business. Furthermore, we may not be able to enforce all of the provisions in any agreement we have entered into with certain of our executive officers, and such agreements may not otherwise be effective in retaining such individuals. In addition, we may not be able to retain key employees of entities that we acquire in the future. This may impact our ability to successfully integrate or operate the assets we acquire.

Control of oil and gas reserves by state-owned oil companies may impact the demand for our services and create additional risks in our operations.

Much of the world’s oil and gas reserves are controlled by state-owned oil companies, and we provide tubular services for a number of those companies. State-owned oil companies may require their contractors to meet local content requirements or other local standards, such as joint ventures, that could be difficult or undesirable for us to meet. The failure to meet the local content requirements and other local standards may adversely impact our operations in those countries. In addition, our ability to work with state-owned oil companies is subject to our ability to negotiate and agree upon acceptable contract terms.

Risks Related to Our Organizational Structure

We are a holding company and our sole material asset is our indirect equity interest in FICV, and we are accordingly dependent upon distributions from FICV to pay taxes, make payments under the tax receivable agreement, and pay dividends.

We are a holding company and have no material assets other than our indirect equity interest in FICV. We have no independent means of generating revenue. We intend to cause FICV to make distributions to us and MHI in an amount sufficient to cover (i) all applicable taxes at assumed tax rates, (ii) payments under the tax receivable agreement we entered into with MHI in connection with the IPO and (iii) dividends, if any, declared by us. To the extent that we need funds and FICV or its subsidiaries is restricted from making such distributions under applicable law or regulation or under the terms of their financing or other contractual arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

The Mosing family holds a majority of the combined voting power of the Company's common stock and Series A preferred stock (the "FINV Stock") and, accordingly, has substantial control over our management and affairs.

The Mosing family holds approximately 83% of the combined voting power of the FINV Stock through MHI and, until recently, through FWW B.V. ("FWW"), a wholly owned subsidiary of Ginsoma Family C.V. ("Ginsoma"). On

October 30, 2015, Ginsoma was liquidated and terminated and the shares of the Company's common stock held by FWW and other receivables of FWW were pro rata distributed to all former Ginsoma partners. The Mosing family members have entered into a voting agreement with respect to the shares they own. Accordingly, the Mosing family has the ability to elect all of the members of our supervisory board, and thereby control our management and affairs. Moreover, pursuant to our amended and restated articles of association, our board of directors will consist of no more than nine individuals. The Mosing family has the right to recommend one director for nomination to the supervisory board for each 10% of the outstanding FINV Stock they collectively beneficially own, up to a maximum of five directors. The remaining directors are nominated by our supervisory board. Our supervisory board consists of seven members, three of whom are members of the Mosing family. As a result, members of the Mosing family have meaningful influence over us and potential conflicts may arise. In addition, the Mosing family will be able to determine the outcome of all matters requiring shareholder approval, including mergers, amendments of our articles of association and other material transactions, and will be able to cause or prevent a change in the composition of our supervisory board or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company. The existence of significant shareholders may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. So long as the Mosing family continues to own a significant amount of the FINV Stock, even if such amount represents less than 50% of the aggregate voting power, it will continue to be able to strongly influence all matters requiring shareholder approval, regardless of whether or not other shareholders believe that the transaction is in their own best interests.

The Mosing family may have interests that conflict with holders of shares of our common stock.

In addition to their ownership interests in us, the Mosing family indirectly owns 25.4% of the limited partnership interests in FICV. Because they hold a portion of their ownership interest in our business through FICV, rather than through FINV, the Mosing family may have conflicting interests with holders of shares of our common stock. For example, the Mosing family may have different tax positions from us or other holders of shares of our common stock which could influence their decisions regarding whether and when to cause us to dispose of assets, whether and when to cause us to incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreement that we entered into in connection with the IPO. In addition, the structuring of future transactions may take into consideration the Mosing family’s tax or other considerations even where no similar benefit would accrue to us.

We are required under the tax receivable agreement to pay MHI or its permitted transferees for certain tax benefits we may claim, and the amounts we may pay could be significant.

We entered into the tax receivable agreement with FICV and MHI in connection with the IPO. This agreement generally provides for the payment by us of 85% of 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 the IPO 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 and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the tax receivable agreement. In addition, the tax receivable agreement provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the tax receivable agreement.

The payment obligations under the tax receivable agreement are our obligations and are not obligations of FICV. The term of the tax receivable agreement continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement.

Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the relative value of our U.S. and international assets at the time of the exchange, the price of shares of our common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of the taxable income we realize in the future and the tax rate then applicable, our use of loss carryovers and the portion of our payments under the tax receivable agreement constituting imputed interest or

depreciable or amortizable basis. We expect that the payments that we will be required to make under the tax receivable agreement will be substantial. There may be a substantial negative impact on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the tax receivable agreement exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement or (ii) distributions to us by FICV are not sufficient to permit us to make payments under the tax receivable agreement subsequent to the payment of our taxes and other obligations. The payments under the tax receivable agreement are not conditioned upon a holder of rights under a tax receivable agreement having a continued ownership interest in either FICV or us. While we may defer payments under the tax receivable agreement to the extent we do not have sufficient cash to make such payments, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the tax receivable agreement or certain mergers or changes of control, any such unpaid obligation will accrue interest. Additionally, during any such deferral period, we are prohibited from paying dividends on our common stock.

In certain cases, payments under the tax receivable agreement to MHI or its permitted transferees may be accelerated or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the tax receivable agreement.

The tax receivable agreement provides that we may terminate it early. If we elect to terminate the tax receivable agreement early, we are required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the tax receivable agreement (based upon certain assumptions and deemed events set forth in the tax receivable agreement, including the assumption that we have sufficient taxable income to fully utilize such benefits and that any interests in FICV that MHI 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 tax receivable agreement are similarly accelerated following certain mergers or other changes of control. In these situations, our obligations under the tax receivable agreement 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 tax receivable agreement were terminated on December 31, 2015 , the estimated termination payment would be approximately $45.5 million (calculated using a discount rate of 5.67% ). The foregoing number is merely an estimate and the actual payment could differ materially. There can be no assurance that we will be able to finance our obligations under the tax receivable agreement. If we were unable to finance our obligations due under the tax receivable agreement, we would be in breach of the agreement. Any such breach could adversely affect our business, financial condition or results of operations.

Payments under the tax receivable agreement will be based on the tax reporting positions that we will determine. Although we are not aware of any issue that would cause the Internal Revenue Service (the “IRS”) to challenge a tax basis increase or other benefits arising under the tax receivable agreement, the holders of rights under the tax receivable agreement will not reimburse us for any payments previously made under the tax receivable agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

Risks Related to Our Common Stock

Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity may dilute your ownership in us.

We may sell additional shares of common stock in subsequent public offerings. As of February 25, 2016 , we had 155,332,241 outstanding shares of our common stock and 52,976,000 outstanding shares of Preferred Stock that are convertible into an equivalent number of shares of common stock. Members of the Mosing family own, both directly and indirectly (through MHI), 119,024,000 shares of common stock and all of our shares of Preferred Stock. Together, these shares represent approximately 83% of our total outstanding FINV Stock. All of these shares may be sold into the market in the future.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

Our declaration of dividends is within the discretion of our management board, with the approval of our supervisory board, and subject to certain limitations under Dutch law, and there can be no assurance that we will pay dividends.

Our dividend policy is within the discretion of our management board, with the approval of our supervisory board, and the amount of future dividends, if any, will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities. We can provide no assurance that we will pay dividends on our common stock. No dividends on our common stock will accrue in arrears. In addition, Dutch law contains certain restrictions on a company’s ability to pay cash dividends, and we can provide no assurance that those restrictions will not prevent us from paying a dividend in future periods.

As a Dutch public company with limited liability, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions.

We are a Dutch public company with limited liability ( Naamloze Vennootschap ). Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in The Netherlands. The rights of shareholders and the responsibilities of members of our management board and supervisory board may be different from those in companies governed by the laws of U.S. jurisdictions.

For example, resolutions of the general meeting of shareholders may be taken with majorities different from the majorities required for adoption of equivalent resolutions in, for example, Delaware corporations. Although shareholders will have the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a legal merger or demerger of a company.

In addition, if a third party is liable to a Dutch company, under Dutch law shareholders generally do not have the right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their ordinary shares. Only in the event that the cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests may institute a collective action. The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment ( verklaring voor recht ), for example declaring that a party has acted wrongfully or has breached a fiduciary duty. The foundation or association and the defendant are permitted to reach (often on the basis of such declaratory judgment) a settlement which provides for monetary compensation for damages. A designated Dutch court may declare the settlement agreement binding upon all the injured parties, whereby an individual injured party will have the choice to opt-out within the term set by the court (at least three months). Such individual injured party, may also individually institute a civil claim for damages within the before mentioned term.

Furthermore, certain provisions of Dutch corporate law have the effect of concentrating control over certain corporate decisions and transactions in the hands of our management board and supervisory board. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of our management board and supervisory board than if we were incorporated in the United States.

In the performance of its duties, our management board and supervisory board will be required by Dutch law to act in the interest of the company and its affiliated business, and to consider the interests of our company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders.

Our articles of association and Dutch corporate law contain provisions that may discourage a takeover attempt.

Provisions contained in our amended and restated articles of association and the laws of The Netherlands could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions of our articles of association impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. Among other things, these provisions:


•	authorize our management board, with the approval of our supervisory board, for a period of five years from the date of the offering to issue preferred stock, including for defensive purposes, and shares of common stock, in each case without shareholder approval; and


•	do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management.

It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the United States or The Netherlands.

We were formed under the laws of The Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors will be governed by the laws of The Netherlands and our amended and restated articles of association.

In the absence of an applicable convention between the United States and The Netherlands providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards and divorce decrees) in civil and commercial matters, a judgment rendered by a court in the United States will not automatically be recognized by the courts of The Netherlands. In principle, the courts of The Netherlands will be free to decide, at their own discretion, if and to what extent a judgment rendered by a court in the United States should be recognized in The Netherlands. In general terms, Dutch courts tend to grant the same judgment without re-litigating on the merits if the following three cumulative minimum conditions are met:


•	the judgment was rendered by the foreign court that was (based on internationally accepted grounds) competent to take cognizance of the matter;


•	the judgment is the outcome of a proper judicial procedure ( behoorlijke rechtspleging ); and


•	the judgment is not manifestly incompatible with the public policy ( openbare orde ) of The Netherlands.

Without prejudice to the above, in order to obtain enforcement of a judgment rendered by a United States court in The Netherlands, a claim against the relevant party on the basis of such judgment should be brought before the competent court of The Netherlands. During the proceedings such court will assess, when requested, whether a foreign judgment meets the above conditions. In the affirmative, the court may order that substantive examination of the matter shall be dispensed with. In such case, the court will confine itself to an order reiterating the foreign judgment against the party against whom it had been obtained.

Otherwise, a new substantive examination will take place in the framework of the proceedings. In all of the above situations, when applying the law of any jurisdiction (including The Netherlands), Dutch courts may give effect to the mandatory rules of the laws of another country with which the situation has a close connection, if and insofar as, under the law of the latter country, those rules must be applied regardless of the law applicable to the contract or legal relationship. In considering whether to give effect to these mandatory rules of such third country, regard shall be given to the nature, purpose and the consequences of their application or non-application. Moreover, a Dutch court may give effect to the rules of the laws of The Netherlands in a situation where they are mandatory irrespective of the law otherwise applicable to the documents or legal relationship in question. The application of a rule of the law of any country that

otherwise would govern an obligation may be refused by the courts of The Netherlands if such application is manifestly incompatible with the public policy ( openbare orde ) of The Netherlands.

Under our amended and restated articles of association, we will indemnify and hold our officers and directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our amended and restated articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of The Netherlands and subject to the jurisdiction of Dutch courts, unless those rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, this provision could make judgments obtained outside of The Netherlands more difficult to have recognized and enforced against our assets in The Netherlands or jurisdictions that would apply Dutch law. Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void.

We are a “controlled company” within the meaning of the NYSE rules and qualify for and have the ability to rely on exemptions from certain NYSE corporate governance requirements.

Because the Mosing family beneficially owns a majority of our outstanding common stock, we are a “controlled company” as that term is set forth in Section 303A of the NYSE Listed Company Manual. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain NYSE corporate governance requirements, including:


•	the requirement that a majority of its supervisory board consist of independent directors;


•	the requirement that its nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and


•	the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a “controlled company.” So long as members of the Mosing family control the outstanding common stock and Preferred Stock representing at least a majority of the outstanding voting power in FINV, we expect to utilize these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. The significant ownership interest held by the Mosing family could adversely affect investors’ perceptions of our corporate governance.

Tax Risks

Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Our future effective tax rates could be adversely affected by changes in tax laws, treaties and regulations, both in the United States and internationally. Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate or are resident. Our income tax expense is based upon the interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings. If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. holders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets for any taxable year produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, but does not include income derived from the performance of services. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

We believe that we will not be a PFIC for the current taxable year or for any future taxable year. However, this involves a facts and circumstances analysis and it is possible that the IRS would not agree with our conclusion, or the U.S. tax laws could change significantly.

U.S. “anti-inversion” tax laws could negatively affect our results and could result in a reduced amount of foreign tax credit for U.S. holders.

Under rules contained in U.S. tax law, we would be subject to tax as a U.S. corporation in the event that we acquire substantially all of the assets of a U.S. corporation and the equity owners of that U.S. corporation own at least 80% (calculated without regard for any stock issued in a public offering) of our stock by reason of holding stock in the U.S. corporation. For purposes of applying these rules, the rights associated with the Preferred Stock and the interests in FICV would likely result in the holders thereof being deemed to own our common stock under the “stock equivalent” portion of the rules.

We acquired the assets of MHI (a U.S. corporation); however, the ownership of MHI in our stock, taking into account common stock that MHI is deemed to own under the “stock equivalent” rules, is below the 80% standard for the application of the rules. Accordingly, we do not believe these rules should apply.

There can be no assurance that the IRS will not challenge our determination that these rules are inapplicable. In the event that these rules were applicable, we would be subject to U.S. federal income tax on our worldwide income, which would negatively impact our cash available for distribution and the value of our common stock. Application of the rules could also adversely affect the ability of a U.S. holder to obtain a U.S. tax credit with respect to any Dutch withholding tax imposed on a distribution.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

In order to design, manufacture and service the proprietary products that support our tubular services business, as well as those that we offer for sale directly to external customers, we maintain several manufacturing and service facilities around the world. Though our manufacturing and service capabilities are primarily concentrated in the U.S., we currently provide our services in approximately 60 countries.

The following table details our material facilities by segment, owned or leased by us as of December 31, 2015 .



Location	Leased or Owned	Principal/Most Significant Use

All Segments
Houston, Texas	Leased	Corporate office
Den Helder, The Netherlands	Owned	Regional operations and administration

U.S. Services and Tubular Sales Segments
Lafayette, Louisiana	Leased	Regional operations, manufacturing, engineering
		and administration

International Services Segment
Aberdeen, Scotland	Owned	Regional operations, engineering and administration
Dubai	Owned	Regional operations and administration
Singapore	Owned	Regional operations and administration
India	Owned	Administration

Our largest manufacturing facility is located in Lafayette, Louisiana, where we manufacture a substantial portion of our pipe handling tools. The facility serves our U.S. Services segment in the U.S. Gulf of Mexico and our Tubular Sales segment. The Lafayette facility is our global headquarters for the design and manufacture of our equipment and is situated on a total of 187 acres. The main facility occupies 155 acres and consists of manufacturing, operations, pipe storage, training and administration. The remaining 32 acres located off of the main campus consists of manufacturing, warehousing and administration. There are a total of 15 buildings onsite and 13 buildings offsite. Our manufacturing operations occupy 7 of the 28 buildings, with the remaining buildings dedicated to administration, training and other operational tasks. The main administrative building within the facility is approximately 40,000 square feet. The facility is owned by MHI and leased to us through 2018.

Item 3. 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 December 31, 2015 . 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. See Note 21 in the Notes to Consolidated Financial Statements, which are incorporated herein by reference to Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NYSE under the symbol "FI". The following table sets forth, for the periods indicated, the high and low sale prices and the dividend payments for our common stock.



	High		Low		Dividends Per Share

Year Ended December 31, 2015
First Quarter	$	18.95	$	14.53	$	0.150
Second Quarter	21.50		18.25		0.150
Third Quarter	18.90		13.66		0.150
Fourth Quarter	18.14		14.80		0.150

Year Ended December 31, 2014
First Quarter	$	26.99	$	20.76	$	0.075
Second Quarter	27.60		22.64		0.075
Third Quarter	24.81		18.41		0.150
Fourth Quarter	21.00		14.87		0.150

On February 25, 2016 , we had 155,332,241 shares of common stock outstanding. The common shares outstanding at February 25, 2016 were held by approximately 15 record holders. The actual number of shareholders is greater than the number of holders of record.

See Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for discussion of equity compensation plans.

Dividend Policy

Our current policy is to pay quarterly cash dividends on our common stock of $0.15 per share. The declaration and payment of future dividends will be at the discretion of the Supervisory Board of Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements and general business conditions. Accordingly, there can be no assurance that we will continue to pay dividends at that level or at all.

Each share of Preferred Stock has a liquidation preference equal to its par value of €0.01 per share and is entitled to an annual dividend equal to 0.25% of its par value.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

None.

Performance Graph

The following performance graph compares the performance of our common stock to the PHLX Oil Service Sector Index, the Russell 1000 Index and to a peer group established by management. The peer group consists of the following companies: Baker Hughes Inc., Cameron International Corporation, Core Laboratories N.V., Diamond Offshore Drilling, Inc., Dril-Quip, Inc., Ensco plc, FMC Technologies, Inc., Forum Energy Technologies, Inc., Halliburton Company, Helmerich & Payne, Inc., Hornbeck Offshore Services, Inc., Nabors Industries Ltd., National Oilwell Varco, Inc., Oceaneering International, Inc., Patterson-UTI Energy, Inc., Rowan Companies plc, Schlumberger N.V., Tesco Corporation, Transocean Ltd. and Weatherford International Ltd. The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the PHLX Oil Service Sector Index, the Russell 1000 Index and our peer group for the period from August 9, 2013, using the closing price for the first day of trading immediately following the effectiveness of our IPO through December 31, 2015. The graph assumes that the value of the investment in our common stock was $100 at August 9, 2013 or July 31, 2013 for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2015. The shareholder return set forth herein is not necessarily indicative of future performance.

*$100 invested on 8/9/13 in stock of 7/31/13 in index, including reinvestment of dividends.

Fiscal year ending December 31.

The performance graph above and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate by reference.

Item 6. Selected Financial Data

The selected consolidated financial information contained below is derived from our Consolidated Financial Statements and should be read in conjunction with Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited Consolidated Financial Statements that are included in this Form 10-K. Our historical results are not necessarily indicative of our results to be expected in any future period.



	Year Ended December 31,
	2015		2014		2013		2012		2011
	(in thousands, except per share amounts)
Financial Statement Data:
Revenue	$	974,600	$	1,152,632	$	1,077,722	$	1,039,054	$	719,412
Income from continuing operations	106,110		229,312		308,195		344,250		162,798
Total assets	1,726,838		1,758,681		1,561,195		1,107,961		847,500
Debt and capital lease obligations -
excluding affiliates	7,321		304		376		7,368		9,204
Long-term debt - affiliates	—		—		—		468,563		2,913
Total equity	1,451,426		1,472,536		1,333,327		446,988		667,128

Earnings Per Share Information:
Basic earnings per common share:
Continuing operations	$	0.51	$	1.03	$	1.69	$	2.15	$	1.02
Discontinued operations	—		—		0.24		0.04		0.05
Total	$	0.51	$	1.03	$	1.93	$	2.19	$	1.07

Diluted earnings per common share:
Continuing operations	$	0.50	$	1.03	$	1.62	$	2.00	$	0.95
Discontinued operations	—		—		0.23		0.04		0.04
Total	$	0.50	$	1.03	$	1.85	$	2.04	$	0.99

Weighted average common shares
outstanding:
Basic	154,662		153,814		132,257		119,024		119,024
Diluted	209,152		207,828		185,506		172,000		172,000
Cash dividends per common share	$	0.60	$	0.45	$	0.075	$	—	$	—

Other Data:
Adjusted EBITDA (1)	$	317,441	$	450,376	$	438,739	$	439,524	$	241,124

(1)

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 definition and a reconciliation of Adjusted EBITDA to our income from continuing operations, its most directly comparable financial measure presented in accordance with GAAP, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - How We Evaluate Our Operations - Adjusted EBITDA and Adjusted EBITDA Margin."

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included in Part II, Item 8, "Financial Statements and Supplementary Data" included in this Form 10-K.

This section contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors" and elsewhere in this Form 10-K.

Overview of Business

We are a global provider of highly engineered tubular services 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 three 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 significant presence in almost all of the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Bakken Shale, Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale 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.

How We Generate Our Revenue

The majority of our services revenues are derived primarily from personnel rates for our specially trained employees who perform tubular services for our customers; and rental rates for the suite of products and equipment that our employees use to perform tubular services.

In addition, our customers typically reimburse us for transportation costs that we incur in connection with transporting our products and equipment from our staging areas to the customers’ job sites.

In contrast, our Tubular Sales revenues are derived from sales of certain products, including large OD pipe connectors and large OD pipe manufactured by third parties, directly to external customers.

Outlook

We see the oilfield services industry, including tubular running services, remaining under pressure until a meaningful recovery in commodity prices occurs. The current low commodity price environment has led to decreased capital spending from our customers and thus lower demand for our services globally. We expect this trend to continue until oil and gas prices increase meaningfully above current levels; causing our customers to increase their capital investment

in new exploration and production projects. Our cost reduction initiatives have helped to mitigate the impact of lower revenues on our operating earnings, but we expect our revenues and operating earnings to materially decrease in 2016.

Our offshore businesses, both in the U.S. and internationally, are experiencing activity declines and a full year of realized lower prices due to fewer financial resources allocated to oil and gas exploration and development projects by our customers, particularly in the deep and ultra-deep water markets where our services are most profitable. To the extent we decide to preserve or grow market share in our operating areas, further price reductions for our services may be required.

Our onshore operations are expected to be similarly impacted by decreased drilling activity and aggressive pricing competition, particularly in the U.S. onshore business. While our strong financial position and reduced cost structure will allow us to continue to service our clients, we do not expect a material increase in pricing or activity in the near term.

The Tubular Sales business is driven by specialized needs of our customers and the timing of projects, specifically in the Gulf of Mexico. Revenues in the segment will likely be lower than our revenue in 2015 due to fewer projects proceeding on schedule and lower visibility on forthcoming orders in the current commodity price environment.

Overall, we are in a very strong financial position with a significant cash balance relative to our debt. We are focused on controlling costs and improving capital efficiency. We anticipate that our cash flows from operations will be sufficient to fund our capital expenditures and dividends for the foreseeable future. We believe our financial position gives the company flexibility to adapt to a challenging market and we believe we are well-positioned to take advantage of opportunities to grow market share or make strategic acquisitions.

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 income from continuing operations before net interest income or expense, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, stock-based compensation, other non-cash adjustments and unusual 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) and items outside the control of our management team (such as income tax rates). Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with generally accepted accounting principles in the U.S. ("GAAP").

The following table presents a reconciliation of income from continuing operations to Adjusted EBITDA, our most directly comparable GAAP performance measure, as well as adjusted EBITDA margin for each of the periods presented (in thousands):



	Year Ended December 31,
	2015			2014			2013

Income from continuing operations	$	106,110		$	229,312		$	308,195
Interest (income) expense, net	(341		)	(87		)	653
Depreciation and amortization	108,962			90,041			78,082
Income tax expense	37,319			75,412			38,727
(Gain) loss on sale of assets	(1,038		)	289			(122		)
Foreign currency loss	6,358			17,041			2,556
Stock-based compensation expense	26,119			38,368			7,220
Severance and other costs	35,484			—			—
Change in value of contingent consideration	(1,532		)	—			—
IPO transaction-related costs (1)	—			—			3,428
Adjusted EBITDA	$	317,441		$	450,376		$	438,739
Adjusted EBITDA margin	32.6		%	39.1		%	40.7		%


(1)	Represents charges incurred in connection with our IPO, primarily those amounts attributable to the restructuring in advance of the IPO.

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 Performance

Maintaining a strong safety record is a critical component of our operational success. Many of our larger customers have safety standards we must satisfy before we can perform services for them. We continually monitor our safety culture through the use of employee safety surveys and trend analysis, and we modify existing programs or develop new programs according to the data obtained. One way to measure safety is by tracking the total recordable incident rate (“TRIR”) and the lost time incident rate (“LTIR”), which are reviewed on both a monthly and rolling twelve-month basis.

TRIR is a measure of the rate of recordable workplace injuries, normalized and stated on the basis of 100 workers for an annual period. The factor is derived by multiplying the number of recordable injuries in a calendar year by 200,000 and dividing this value by the total man-hours actually worked in the year.

LTIR measures the rate of lost time recordable workplace injuries. The factor is derived by multiplying the number of lost time recordable injuries in a calendar year by 200,000 and dividing this value by the total man-hours actually worked in the year. A lost time recordable injury is a work related injury that renders an employee unable to work in any capacity beyond the date of injury.

A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, restriction of work or motion, transfer to another job, or medical treatment other than first aid.

The table below presents our worldwide TRIR and LTIR for the years ended December 31, 2015 , 2014 and 2013 :



	Year Ended December 31,
	2015	2014	2013

TRIR	0.76	1.27	1.13
LTIR	0.21	0.36	0.33

Results of Operations

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



	Year Ended December 31,
	2015			2014			2013

Revenues:
Equipment rentals and services	$	766,252		$	969,703		$	902,960
Products (1)	208,348			182,929			174,762
Total revenue	974,600			1,152,632			1,077,722

Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	304,473			369,855			310,244
Products	113,918			110,126			124,092
General and administrative expenses	270,678			267,378			224,755
Depreciation and amortization	108,962			90,041			78,082
Severance and other charges	35,484			—			—
Change in value of contingent consideration	(1,532		)	—			—
Gain (loss) on sale of assets	(1,038		)	289			(122		)
Operating income	143,655			314,943			340,671

Other income (expense):
Other income	5,791			6,735			9,460
Interest income (expense), net	341			87			(653		)
Foreign currency loss	(6,358		)	(17,041		)	(2,556		)
Total other income (expense)	(226		)	(10,219		)	6,251
Income from continuing operations before income tax expense	143,429			304,724			346,922
Income tax expense	37,319			75,412			38,727
Income from continuing operations	106,110			229,312			308,195
Income from discontinued operations, net of tax	—			—			42,635
Net income	106,110			229,312			350,830
Less: Net income attributable to noncontrolling interest	27,000			70,275			95,368
Net income attributable to Frank's International N.V.	$	79,110		$	159,037		$	255,462


(1)	Consolidated products revenue includes a small amount of revenues attributable to the U.S. Services and International Services segments.

Consolidated Results of Operations

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Revenues . Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2015 decreased by $178.0 million , or 15.4% , to $974.6 million from $1,152.6 million for the year ended December 31, 2014 .

The decrease was primarily attributable to lower revenues in our U.S. Services and International segments with revenues decreasing $113.2 million and $95.1 million, respectively, primarily as a result of declining rig count as well as downward pricing pressures, which were driven by depressed oil and gas prices. Additionally, there were some weather related delays in the Gulf of Mexico. The decreased revenues were partially offset by increased revenues in our Tubular Sales segment of $30.3 million as a result of project related orders and being able to meet urgent unscheduled customer requests for products. Revenue 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 year ended December 31, 2015 decreased by $61.6 million , or 12.8% , to $418.4 million from $480.0 million for the year ended December 31, 2014 . The decrease was primarily attributable to lower activity and cost reduction efforts taken throughout the year, which caused a decrease in compensation-related costs of $34.8 million, product costs of $17.4 million and field supplies of $7.5 million.

General and administrative expenses. General and administrative ("G&A") expenses for the year ended December 31, 2015 increased by $3.3 million , or 1.2% , to $270.7 million from $267.4 million for the year ended December 31, 2014 primarily as a result of higher compensation-related costs of $11.5 million as a result of continuing to build and optimize the human resource infrastructure to support a public company and professional fees of $9.6 million due to acquisition costs and strategic initiatives to optimize and further develop various corporate functions. The increases were partially offset by decreased stock-based compensation expense of $12.2 million as the six months ended June 30, 2014 included an out-of-period adjustment of $7.5 million, which corrected the amortization of expense related to retirement-eligible employees (see Note 1 in the Notes to Consolidated Financial Statements for additional detail) in addition to lower other taxes of $4.0 million.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2015 increased by $18.9 million , or 21.0% , to $109.0 million from $90.0 million for the year ended December 31, 2014 . The increase was primarily attributable to our Timco acquisition of $8.3 million as well as a higher depreciable base resulting from property and equipment additions.

Severance and other charges. Severance and other charges for the year ended December 31, 2015 were $35.5 million as a result of the transition of a key executive to a non-executive member of the Supervisory Board, workforce reductions, base rationalization and lease termination fees as discussed in Note 20 in the Notes to Consolidated Financial Statements, which affected the following segments: International Services ($1.5 million), U.S. Services ($32.8 million) and Tubular Sales ($1.2 million).

Foreign currency loss . Foreign currency loss for the year ended December 31, 2015 decreased by $10.7 million to $6.4 million from $17.0 million for the year ended December 31, 2014 . The decrease was primarily due to foreign currency losses in Venezuela of $13.0 million in 2014 and other changes caused by non-local currency working capital specifically in Norway, Brazil, the United Kingdom and the Eurozone.

Income tax expense. Income tax expense for the year ended December 31, 2015 decreased by $38.1 million , or 50.5% , to $37.3 million from $75.4 million for the year ended December 31, 2014 as a result of a decrease in taxable income. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenues . Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2014 increased by $74.9 million , or 7.0% , to $1,152.6 million from $1,077.7 million for the year ended December 31, 2013 . The increase was primarily attributable to higher revenues in all of our segments, most notably in our International and Tubular segments, with revenues increasing $62.0 million and $8.2 million, respectively, due to an increase in demand

and expansion in new and existing locations. Revenue 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 year ended December 31, 2014 increased by $45.6 million , or 10.5% , to $480.0 million from $434.3 million for the year ended December 31, 2013 . The increase was primarily attributable to compensation related costs of $23.6 million, repairs and maintenance

of $6.9 million, freight expense of $6.5 million, custom duty charges of $3.3 million, business and travel expenses of $2.8 million, tool inspections of $2.0 million and rent expense of $1.3 million, partially offset by smaller decreases in several other costs of $0.8 million.

General and administrative expenses. G&A expenses for the year ended December 31, 2014 increased by $42.6 million , or 19.0% , to $267.4 million from $224.8 million for the year ended December 31, 2013 primarily due to an increase in stock compensation costs of $31.2 million. Included in this amount is an out-of-period adjustment of $4.7 million related to 2013, which corrected the amortization of expense related to retirement-eligible employees (for additional detail, see Note 1 in the Notes to Consolidated Financial Statements). Compensation related costs of $14.1 million, medical claims of $3.5 million, professional fees of $3.5 million, rent and utilities expense of $3.2 million and insurance costs of $1.9 million also contributed to the increase as well as smaller decreases in several other costs of $0.8 million. The increase in all other costs is primarily attributable to incurring public company costs for a full year in 2014 compared to only four months in 2013. These increases were partially offset by a decrease in bad debt expense of $15.6 million.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2014 increased by $12.0 million , or 15.3% , to $90.0 million from $78.1 million for the year ended December 31, 2013 . The increase was primarily attributable to a higher depreciable base resulting from property and equipment additions.

Other income . Other income for the year ended December 31, 2014 decreased by $2.7 million , or 28.8% , to $6.7 million from $9.5 million for the year ended December 31, 2013 . The decrease was primarily attributable to lower royalties received in 2014.

Foreign currency loss . Foreign currency loss for the year ended December 31, 2014 increased by $14.5 million to $17.0 million from $2.6 million for the year ended December 31, 2013 . The increase in foreign currency loss was primarily due foreign currency losses in Venezuela of $13.0 million in addition to unfavorable fluctuations of $1.5 million in other foreign currency exchange rates.

Income tax expense. Income tax expense for the year ended December 31, 2014 increased by $36.7 million , or 94.7% , to $75.4 million from $38.7 million for the year ended December 31, 2013 primarily due to our U.S. operations becoming taxable as a result of our restructuring concurrent with the IPO for a full year in 2014 compared to four months in 2013. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

Income from discontinued operations. We did not recognize any income from discontinued operations for the year ended December 31, 2014 . During the year ended December 31, 2013 , we recognized a gain of $39.6 million upon the sale of a component of our Tubular Sales segment. See Note 3 in the Notes to Consolidated Financial Statements .

Operating Segment Results

The following table presents revenues and Adjusted EBITDA by segment, and a reconciliation of Adjusted EBITDA to net income from continuing operations, which is the most comparable GAAP financial measure (in thousands):



	Year Ended December 31,
	2015			2014			2013

Revenue:
International Services	$	442,861		$	538,730		$	478,572
U.S. Services	352,281			463,372			455,492
Tubular Sales	241,983			240,277			238,756
Intersegment sales	(62,525		)	(89,747		)	(95,098		)
Total	$	974,600		$	1,152,632		$	1,077,722

Segment Adjusted EBITDA:
International Services	$	182,475		$	231,469		$	199,620
U.S. Services	93,871			180,575			198,442
Tubular Sales	40,999			38,366			40,624
Total	317,345			450,410			438,686
Corporate and other (1)	96			(34		)	53
Adjusted EBITDA Total (2)	317,441			450,376			438,739
Interest income (expense), net	341			87			(653		)
Income tax expense	(37,319		)	(75,412		)	(38,727		)
Depreciation and amortization	(108,962		)	(90,041		)	(78,082		)
Gain (loss) on sale of assets	1,038			(289		)	122
Foreign currency loss	(6,358		)	(17,041		)	(2,556		)
Stock-based compensation expense	(26,119		)	(38,368		)	(7,220		)
Severance and other costs	(35,484		)	—			—
Change in value of contingent consideration	1,532			—			—
IPO transaction-related costs	—			—			(3,428		)
Income from continuing operations	$	106,110		$	229,312		$	308,195


(1)	Corporate and other represents amounts not directly associated with an operating segment.


(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.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

International Services

Revenue for the International Services segment decreased by $95.9 million , or 17.8% , compared to 2014 , primarily due to depressed oil and gas prices, which challenged the economics of current development projects in our Africa and Asia Pacific areas, and caused the termination of ongoing drilling campaigns and the delay in the commencement of new projects, as well as cancellations or deferred work scopes. The Africa region was also affected by poor results of pre-salt exploratory wells. The decrease was partially offset by an increase in Latin America revenues due to higher activity that started in the middle of 2014 and continued through the first half of 2015 in addition to an increase in contract work among various customers.

Adjusted EBITDA for the International Services segment decreased by $49.0 million , or 21.2% , compared to 2014 , primarily due to the $95.9 million decrease in revenue, which was partially offset by lower expenses due to reduced activity and cost-cutting measures.

U.S. Services

Revenue for the U.S. Services segment decreased by $111.1 million , or 24.0% , compared to 2014 primarily due to depressed oil and gas prices. Onshore services revenue decreased by $71.5 million as a result of lower activity from declining rig counts and pricing discounts. The offshore business saw a smaller decrease in revenue of $39.6 million as a result of operational rig delays due to operational and down-hole issues, weather related delays caused by unusually strong ocean loop currents in the Gulf of Mexico and some rig cancellations in the latter half of the year coupled with downward pricing pressure.

Adjusted EBITDA for the U.S. Services segment decreased by $86.7 million , or 48.0% , compared to 2014 as a result of lower revenues from activity and pricing concessions in the onshore and offshore business of $73.1 million as well as higher corporate and other costs of $13.3 million primarily due to increased professional fees for acquisition costs. This was partially offset by declining cost of revenues and operating expenses, as the U.S. Services' operational footprint was reduced due to decreased activity, in addition to savings from the effect of cost rationalization actions taken throughout the year.

Tubular Sales

Revenue for the Tubular Sales segment increased by $1.7 million , or 0.7% , compared to 2014 , primarily from contracted orders in addition to being able to meet urgent unscheduled customer requests for products.

Adjusted EBITDA for the Tubular Sales segment increased by $2.6 million , or 6.9% , compared to 2014 , primarily due to higher Tubular sales and improved productivity of $8.0 million. This was partially offset by lower volumes in manufacturing operations of $5.4 million.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

International Services

Revenue for the International Services segment increased by $60.2 million , or 12.6% , compared to 2013 , primarily

as a result of extended and renewed contracts in West Africa, expansion of our product placement in Europe and increasing our market share in Asia Pacific and Middle East, partially offset by a decrease in Latin America due to the termination of certain contracts in late 2013.

Adjusted EBITDA for the International Services segment increased $31.8 million , or 16.0% , compared to 2013 ,

primarily due to the revenue increase of $60.2 million and a $16.4 million decrease in bad debt expense, partially offset by increases in compensation related costs of $17.9 million, freight and transportation costs of $5.0 million, product costs of $4.6 million, equipment rentals of $3.5 million, custom duty charges of $3.4 million, business and travel expenses of $3.1 million, rent and warehouse expense of $2.5 million, crew expenses of $1.8 million, employee benefits and insurance of $0.9 million as well as smaller increases in various other costs of $2.1 million.

U.S. Services

Revenue for the U.S. Services segment increased $7.9 million , or 1.7% , compared to 2013 . Our offshore revenue increased $9.9 million as a result of increased activity from our customers but was partially offset by drilling delays, rig-related issues and ocean currents lasting longer than previous years. Onshore revenue decreased $2.0 million due to delays in the renewal of contracts in the first half of 2014 and the exit of customers who switched their concentration to other regions in the U.S.

Adjusted EBITDA for the U.S. Services segment decreased by $17.9 million , or 9.0% , compared to 2013 as a result of higher compensation related costs of $14.7 million, repairs and maintenance of $5.3 million, medical claims

of $4.2 million, rent expense of $0.9 million and smaller increases in several other costs of $0.7 million. These increases were partially offset by the $7.9 million increase in revenue.

Tubular Sales

Revenue for the Tubular Sales segment increased by $1.5 million , or 0.6% , compared to 2013 , primarily due to an increase in customer external pipe sales of $8.2 million offset by a decrease in manufactured equipment sales to the International Services and U.S. Services segments of $6.7 million.

Adjusted EBITDA for the Tubular Sales segment decreased by $2.3 million , or 5.6% , compared to 2013 , primarily as a result of higher tool inspection costs of $1.3 million, rent expense of $1.2 million and repairs and maintenance of $0.9 million, as well as various other costs of $0.4 million, partially offset by the revenue increase of $1.5 million.

Liquidity and Capital Resources

Liquidity

At December 31, 2015 , we had cash and cash equivalents of $602.4 million and debt of $7.3 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 and acquisitions. 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 $75.0 million for 2016 . We expect approximately $25.0 million for the purchase and manufacture of equipment and $50.0 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 years ended December 31, 2015 , 2014 and 2013 , capital expenditures were $99.7 million , $173.0 million and $184.5 million , respectively, all of which were funded from internally generated sources. We believe our cash on hand, cash flows from operations and potential borrowings under our Credit Facility (as defined below), will be sufficient to fund our capital expenditure and liquidity requirements for 2016 .

We paid dividends on our common stock of $92.8 million , or an aggregate of $0.60 per common share, in addition to $43.5 million in distributions to our noncontrolling interests during the year ended December 31, 2015 . The timing, declaration, amount of, and payment of any dividends is within the discretion of our board of managing directors subject to the approval of our board of supervisory directors and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board of managing directors and our board of supervisory directors. We do not have a legal obligation to pay any dividend and there can be no assurance that we will be able to do so. The timing of distributions to our noncontrolling interests is pursuant to the Limited Partnership Agreement of Frank's International C.V. for the tax arising from their membership interests in FICV.

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million for 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 our credit agreement, we have the ability to increase the commitments under the Credit Facility by $150.0 million . As of December 31, 2015 and 2014 , we did not have any outstanding indebtedness under the Credit Facility. We had $4.7 million in letters of credit outstanding as of December 31, 2015 .

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 2.50 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. At December 31, 2015 , we were in compliance with all financial covenants under the Credit Facility.

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 (as defined in our credit agreement).

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):



	Year Ended December 31,
	2015			2014			2013

Operating activities	$	427,758		$	368,860		$	277,431
Investing activities	(174,689		)	(173,643		)	(137,500		)
Financing activities	(141,209		)	(115,750		)	110,234
	111,860			79,467			250,165
Effect of exchange rate changes on cash activities	1,145			4,940			1,837
Increase in cash and cash equivalents	$	113,005		$	84,407		$	252,002

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 consolidated statements of cash flows may not reflect the changes in corresponding accounts on the consolidated balance sheets.

Operating Activities

Cash flow from operating activities was $427.8 million for the year ended December 31, 2015 as compared to $368.9 million in 2014 and $277.4 million in 2013 . The increase in 2015 was due primarily to working capital changes, primarily in accounts receivable and inventory. The overall increase was partially offset by a decrease in net income. The changes were primarily a result of lower activity due to depressed oil and gas prices. The increase in 2014 was due primarily to changes in inventory, accounts receivable and accrued expenses, partially offset by an increase in tax expense resulting from our U.S. operations becoming taxable subsequent to our IPO as well as lower deferred revenue.

Investing Activities

Cash flow used in investing activities was $174.7 million for the year ended December 31, 2015 as compared to $173.6 million in 2014 and $137.5 million in 2013 . Our investing activities in 2015 were primarily related to the Timco acquisition, which was partially offset by lower capital expenditures for property, plant and equipment in comparison to 2014 as a result of a reduction in the need for additional equipment and machinery to service our customers due to declining rig activity caused by lower oil prices. Our investing activities in 2014 were primarily related to capital expenditures for property, plant and equipment and reflected lower proceeds from the sale of assets and equipment than in 2013.

Financing Activities

Cash flow used in financing activities was $141.2 million for the year ended December 31, 2015 as compared to $115.8 million and cash provided by financing activities of $110.2 million for the years ended December 31, 2014 and 2013 , respectively. The increase in 2015 was primarily due to higher dividend payments of $23.5 million. The decrease in 2014 was primarily due to activities in 2013, which included net proceeds of $711.5 million from our IPO partially offset by $464.0 million of note repayments to FWW B.V. and distributions to stockholders of $105.4 million that did not reoccur in 2014. In 2014, we made dividend payments of $69.3 million and distributions to the noncontrolling interests of $41.6 million.

Contractual Obligations

We are a party to various contractual obligations. A portion of these obligations are reflected in our financial statements, such as long-term debt, while other obligations, such as operating leases and purchase obligations, are not reflected on our balance sheet. The following is a summary of our contractual obligations as of December 31, 2015 (in thousands):



	Payments Due by Period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Long-term debt	$	7,321	$	7,321	$	—	$	—	$	—
Noncancellable operating leases	52,878		11,575		16,993		7,637		16,673
Purchase obligations (1)	11,864		11,864		—		—		—
Total	$	72,063	$	30,760	$	16,993	$	7,637	$	16,673


(1)	Includes purchase commitments for connectors and pipe for existing orders from our customers. We enter into purchase commitments as needed.

Not included in the table above are uncertain tax positions of $0.1 million that we have accrued as of December 31, 2015 , as the amounts and timing of payment, if any, are uncertain. See Note 19 in the Notes to Consolidated Financial Statements.

Tax Receivable Agreement

We entered into a tax receivable agreement (the “TRA”) with FICV and MHI in connection with the IPO. The TRA generally provides for the payment by us to MHI 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 the 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 a conversion of shares of Preferred Stock into shares of our common stock 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 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 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 MHI 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

MHI. In most circumstances, these payments will be associated with the actual cash savings that we recognize in connection with a conversion of Preferred Stock, which would reduce the actual tax benefit to us. If we were to choose 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 15 in the Notes to the Consolidated Financial Statements .

Off-Balance Sheet Arrangements

At December 31, 2015 , we had no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP requires management to select appropriate accounting principles from those available, to apply those principles consistently and to make reasonable estimates and assumptions that affect revenues and associated costs as well as reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties. We evaluate estimates and assumptions on a regular basis. We base our respective estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates and assumptions used in preparation of our consolidated financial statements. We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

Revenue Recognition

All revenue is recognized when all of the following criteria have been met: (1) evidence of an arrangement exists; (2) delivery to and acceptance by the customer has occurred; (3) the price to the customer is fixed or determinable; and (4) collectability is reasonably assured, as follows:

Services Revenue. We provide tubular services to clients in the oil and gas industry. We perform services either under direct service purchase orders or master service agreements. Service revenue is recognized when services have been performed or rendered.

Rental Revenue. We design and manufacture a suite of highly technical equipment and products that we rent to our customers in connection with providing our services, including high-end, proprietary tubular handling equipment. We rent our products either under direct rental agreements or with customers with rental agreements in place. Revenue from rental agreements is recognized as earned over the rental period.

For customers contracted under direct service purchase orders and direct rental agreements, an accrual is recorded in unbilled accounts receivable for revenue earned but not yet invoiced.

Tubular Sales Revenue. Revenue on tubular sales is recognized when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include right of return or other similar provisions or other post-delivery obligations. In some regions, customers have a right of return due to purchasing of excess products and deliverability limitations of products in remote locations. When the likelihood of a return exists on a sale, a determination of this portion of revenue is reclassified to unearned revenue until such time as the product is returned or the return period has expired.

Income Taxes

The liability method is used for determining our income tax provisions, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances, we have considered and made judgments and estimates regarding estimated future taxable income and ongoing prudent and feasible tax planning strategies. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. Historically, changes to valuation allowances have been caused by major changes in the business cycle in certain countries and changes in local country law. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

Through FICV, we operate in approximately 60 countries under many legal forms. As a result, we are subject to the jurisdiction of numerous U.S. and foreign tax authorities, as well as to tax agreements and treaties among these governments. Our operations in these different jurisdictions are taxed on various bases: actual income before taxes, deemed profits (which are generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of these situations inevitably includes some degree of uncertainty; accordingly, we provide taxes only for the amounts we believe will ultimately result from these proceedings. The resulting change to our tax liability, if any, is dependent on numerous factors including, among others, the amount and nature of additional taxes potentially asserted by local tax authorities; the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local courts; the number of countries in which we do business; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change in other countries. Our experience has been that the estimates and assumptions we have used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide, and the potential exists that the tax resulting from the resolution of current and potential future tax controversies may differ materially from the amount accrued.

In addition to the aforementioned assessments that have been received from various tax authorities, we also provide for taxes for uncertain tax positions where formal assessments have not been received. The determination of these liabilities requires the use of estimates and assumptions regarding future events. Once established, we adjust these amounts only when more information is available or when a future event occurs necessitating a change to the reserves such as changes in the facts or law, judicial decisions regarding the application of existing law or a favorable audit

outcome. We believe that the resolution of tax matters will not have a material effect on our consolidated financial condition, although a resolution could have a material impact on our consolidated statements of income for a particular period and on our effective tax rate for any period in which such resolution occurs.

Allowance for Doubtful Accounts

We evaluate whether client receivables are collectible. We perform ongoing credit evaluations of our clients and monitor collections and payments in order to maintain a provision for estimated uncollectible accounts based on our historical collection experience and our current aging of client receivables outstanding in addition to clients' representations and our understanding of the economic environment in which our clients operate. Based on our review, we establish or adjust allowances for specific clients and the accounts receivable as a whole. Our allowance for doubtful accounts at December 31, 2015 and 2014 was $2.5 million for each year, respectively.

Recent Accounting Pronouncements

See Note 1 in the Notes to Consolidated Financial Statements set forth in Part II, Item 8, "Financial Statements and Supplementary Data," under the heading "Recent Accounting Pronouncements" included in this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks that are inherent in our financial instruments and arise from changes in foreign currency exchange rates and interest rates. A discussion of our market risk exposure in financial instruments is presented below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosures are not meant to be precise indicators of expected future losses or gains, but rather indicators of reasonably possible losses or gains. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Foreign Currency Exchange Rates

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, the currency of our primary economic environment is the U.S. dollar, and we use the U.S. dollar as our functional currency. In other parts of the world, such as Europe, Norway, Canada, Venezuela and Brazil, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency. Assets and liabilities of entities for which the functional currency is the local currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, resulting in translation adjustments that are reflected in accumulated other comprehensive income (loss) in the shareholders’ equity section on our consolidated balance sheets. A portion of our net assets are impacted by changes in foreign currencies in relation to the U.S. dollar.

For the year ended December 31, 2015 , on a U.S. dollar-equivalent basis, approximately 20 % of our revenue was represented by currencies other than the U.S. dollar. However, no single foreign currency poses a primary risk to us. A hypothetical 10% decrease in the exchange rates for each of the foreign currencies in which a portion of our revenues is denominated would result in a 1.9% decrease in our overall revenues for the year ended December 31, 2015 .

In December 2015, we began entering into short-duration foreign currency forward contracts. We use these instruments to mitigate our exposure to non-local currency operating working capital. We are also exposed to market risk on our forward contracts related to potential non-performance by our counterparty. It is our policy to enter into derivative contracts with counterparties that are creditworthy institutions.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet 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 consolidated statements of income.

As of December 31, 2015 , we had the following foreign currency derivative contracts outstanding:



Forward Contracts to Purchase or Sell Foreign Currencies in U.S. Dollars (in thousands)

				Fair Value at
	Notional		Contractual	December 31,
Foreign Currency	Amount		Exchange Rate	2015
Canadian dollar	$	5,091	1.3751	$	48
Euro	19,706		1.0948	(106		)
Norwegian kroner	11,498		8.6973	162
Pound sterling	7,516		1.5031	106
				$	210

Based on the derivative contracts that were in place as of December 31, 2015 , a simultaneous 5% devaluation of the Canadian dollar, Euro, Norwegian kroner, and Pound sterling compared to the U.S. dollar would result in a $0.2 million increase in the market value of our forward contracts.

During 2014, Venezuela enacted certain changes to its foreign exchange system such that, in addition to the official rate of 6.3 Venezuelan Bolivar Fuertes ("Bolivars") per U.S. Dollar, there were two other legal exchange rates that may be obtained via different exchange rate mechanisms. These changes included the expansion of what is known as the SICAD I auction rate and the introduction of the SICAD II auction process. On February 10, 2015, the Venezuelan government announced that the transactions for the sale or purchase of foreign currency under the SICAD II exchange system would no longer be available and created a new open market foreign exchange system ("SIMADI").

During 2015, we concluded that it was appropriate to apply the SIMADI exchange rate as we believed that this rate best represented the economics of our business activity in Venezuela. At December 31, 2015 , we had approximately $0.2 million in net monetary assets denominated in Bolivars using the SIMADI rate, which was approximately 198.7 Bolivars to the U.S. dollar. In the event of a devaluation of the current exchange mechanism in Venezuela or any other new exchange mechanism that might emerge for financial reporting purposes, it would result in our recording an additional devaluation charge in our consolidated statements of income.

Interest Rate Risk

As of December 31, 2015 , we did not have an outstanding funded debt balance under the Credit Facility. If we borrow under the Credit Facility in the future, we will be exposed to changes in interest rates on our floating rate borrowings under the Credit Facility. Although we do not currently utilize interest rate derivative instruments to reduce interest rate exposure, we may do so in the future.

Customer Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk are trade receivables. We extend credit to customers and other parties in the normal course of business. We have established various procedures to manage our credit exposure, including credit evaluations and maintaining an allowance for doubtful accounts.

We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, because our customers may be similarly affected by changes in economic and industry conditions, including sensitivity to commodity prices. While current energy prices are important contributors to positive cash flow for our customers, expectations

about future prices and price volatility are generally more important for determining future spending levels. However, any prolonged increase or decrease in oil and natural gas prices affects the levels of exploration, development and production activity, as well as the entire health of the oil and natural gas industry, and can therefore negatively impact spending by our customers.

Item 8. Financial Statements and Supplementary Data



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Management's Report on Internal Control Over Financial Reporting		50
Report of Independent Registered Public Accounting Firm		51
Consolidated Balance Sheets as of December 31, 201 5 and 2014		52
Consolidated Statements of Income for the Years Ended
December 31, 201 5, 2014 and 2013		53
Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 201 5, 2014 and 2013		54
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 201 5, 2014 and 2013		55
Consolidated Statements of Cash Flows for the Years Ended
December 31, 201 5, 2014 and 2013		56
Notes to the Consolidated Financial Statements		57

Management's Report on Internal Control

Over Financial Reporting

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, 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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015 based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2015 .

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Report of Independent Registered Public Accounting Firm

To the Board of Supervisory Directors and Stockholders of Frank’s International N.V.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Frank’s International N.V. and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15 (a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our audits which were integrated audits in 2015 and 2014. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 29, 2016



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	602,359		$	489,354
Accounts receivables, net	246,191			390,977
Inventories	161,263			204,008
Other current assets	13,923			23,080
Total current assets	1,023,736			1,107,419

Property, plant and equipment, net	624,959			580,142
Goodwill and intangible assets, net	25,210			14,163
Other assets	52,933			56,957
Total assets	$	1,726,838		$	1,758,681

Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	7,321		$	304
Accounts payable	12,784			16,496
Deferred revenue	57,637			76,112
Accrued and other current liabilities	111,884			114,227
Total current liabilities	189,626			207,139

Deferred tax liabilities	40,257			35,321
Other non-current liabilities	44,824			42,980
Total liabilities	274,707			285,440

Commitments and contingencies (Note 21)

Series A preferred stock, €0.01 par value, 52,976,000 shares authorized,
issued and outstanding	705			705

Stockholders' equity
Common stock, €0.01 par value, 745,120,000 shares authorized; 155,661,150 shares
issued and 155,146,338 shares outstanding at December 31, 2015 and 154,571,229
shares issued and 154,327,383 shares outstanding at December 31, 2014	2,045			2,033
Additional paid-in capital	712,486			683,611
Retained earnings	531,621			545,357
Accumulated other comprehensive income (loss)	(25,555		)	(14,210		)
Treasury shares (at cost), 514,812 and 243,846 at December 31, 2015 and 2014
respectively	(9,298		)	(4,801		)
Total stockholders' equity	1,211,299			1,211,990
Noncontrolling interest	240,127			260,546
Total equity	1,451,426			1,472,536
Total liabilities and equity	$	1,726,838		$	1,758,681

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



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)


	Year Ended December 31,
	2015			2014			2013
Revenues:
Equipment rentals and services	$	766,252		$	969,703		$	902,960
Products	208,348			182,929			174,762
Total revenue	974,600			1,152,632			1,077,722

Operating expenses:
Cost of revenues, exclusive of depreciation
and amortization
Equipment rentals and services	304,473			369,855			310,244
Products	113,918			110,126			124,092
General and administrative expenses	270,678			267,378			224,755
Depreciation and amortization	108,962			90,041			78,082
Severance and other charges	35,484			—			—
Change in value of contingent consideration	(1,532		)	—			—
(Gain) loss on sale of assets	(1,038		)	289			(122		)
Operating income	143,655			314,943			340,671

Other income (expense):
Other income	5,791			6,735			9,460
Interest income (expense), net	341			87			(653		)
Foreign currency loss	(6,358		)	(17,041		)	(2,556		)
Total other income (expense)	(226		)	(10,219		)	6,251
Income from continuing operations before
income tax expense	143,429			304,724			346,922
Income tax expense	37,319			75,412			38,727
Income from continuing operations	106,110			229,312			308,195
Income from discontinued operations, net of tax	—			—			42,635
Net income	106,110			229,312			350,830
Net income attributable to noncontrolling interest	27,000			70,275			95,368
Net income attributable to Frank's International N.V.	$	79,110		$	159,037		$	255,462
Preferred stock dividends	(2		)	(1		)	—
Net income attributable to Frank's International N.V.
common shareholders	$	79,108		$	159,036		$	255,462

Basic earnings per common share:
Continuing operations	$	0.51		$	1.03		$	1.69
Discontinued operations	—			—			0.24
Total	$	0.51		$	1.03		$	1.93

Diluted earnings per common share:
Continuing operations	$	0.50		$	1.03		$	1.62
Discontinued operations	—			—			0.23
Total	$	0.50		$	1.03		$	1.85

Weighted average common shares outstanding:
Basic	154,662			153,814			132,257
Diluted	209,152			207,828			185,506

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



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)


	Year Ended December 31,
	2015			2014			2013

Net income	$	106,110		$	229,312		$	350,830
Other comprehensive income (loss):
Foreign currency translation
adjustments, net of tax	(14,039		)	(11,104		)	(11,240		)
Unrealized gain (loss) on marketable
securities, net of tax	(1,186		)	(4,782		)	3,658
Total other comprehensive income (loss)	(15,225		)	(15,886		)	(7,582		)
Comprehensive income	90,885			213,426			343,248
Less: Comprehensive income attributable to
noncontrolling interest	23,120			66,216			93,423
Comprehensive income attributable to
Frank's International N.V.	$	67,765		$	147,210		$	249,825

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



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

											Accumulated
					Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balance at December 31, 2012	119,024		$	1,561	$	651		$	327,436		$	3,254		$	—		$	114,086		$	446,988
Net income	—		—		—			255,462			—			—			95,368			350,830
Distribution of net assets
to Mosing Holdings	—		—		—			(37,412		)	—			—			(12,907		)	(50,319		)
Capital contribution by NCI
equity holders to subsidiary	—		—		—			—			—			—			3,002			3,002
Issuance of common stock
upon IPO, net of offering costs	34,500		458		634,239			—			—			—			76,814			711,511
Foreign currency translation
adjustments	—		—		—			—			(8,357		)	—			(2,883		)	(11,240		)
Unrealized gain on marketable
securities	—		—		—			—			2,720			—			938			3,658
Stock-based compensation expense	—		—		7,220			—			—			—			—			7,220
Distributions to stockholders	—		—		—			(78,340		)	—			—			(27,027		)	(105,367		)
Distribution to noncontrolling
interest	—		—		—			—			—			—			(11,496		)	(11,496		)
Common stock dividends
($0.075 per share)	—		—		—			(11,514		)	—			—			—			(11,514		)
Other	—		—		54			—			—			—			—			54
Balance at December 31, 2013	153,524		2,019		642,164			455,632			(2,383		)	—			235,895			1,333,327
Net income	—		—		—			159,037			—			—			70,275			229,312
Tax benefits due to offering costs	—		—		3,093			—			—			—			—			3,093
Foreign currency translation
adjustments	—		—		—			—			(8,266		)	—			(2,838		)	(11,104		)
Unrealized loss on marketable
securities	—		—		—			—			(3,561		)	—			(1,221		)	(4,782		)
Stock-based compensation expense	—		—		38,368			—			—			—			—			38,368
Distribution to noncontrolling
interest	—		—		—			—			—			—			(41,565		)	(41,565		)
Common stock dividends
($0.45 per share)	—		—		—			(69,311		)	—			—			—			(69,311		)
Preferred stock dividends	—		—		—			(1		)	—			—			—			(1		)
Common shares issued upon
vesting of restricted stock units	1,047		14		(14		)	—			—			—			—			—
Treasury shares withheld	(244	)	—		—			—			—			(4,801		)	—			(4,801		)
Balance at December 31, 2014	154,327		2,033		683,611			545,357			(14,210		)	(4,801		)	260,546			1,472,536
Net income	—		—		—			79,110			—			—			27,000			106,110
Foreign currency translation
adjustments	—		—		—			—			(10,462		)	—			(3,577		)	(14,039		)
Unrealized loss on marketable
securities	—		—		—			—			(883		)	—			(303		)	(1,186		)
Stock-based compensation expense	—		—		28,402			—			—			—			—			28,402
Amount withheld for employee
stock purchase plan ("ESPP")	—		—		198			—			—			—			—			198
Distribution to noncontrolling
interest	—		—		—			—			—			—			(43,539		)	(43,539		)
Common stock dividends
($0.60 per share)	—		—		—			(92,844		)	—			—			—			(92,844		)
Preferred stock dividends	—		—		—			(2		)	—			—			—			(2		)
Common shares issued upon
vesting of restricted stock units	1,070		12		(12		)	—			—			—			—			—
Common shares issued for ESPP	20		—		287			—			—			—			—			287
Treasury shares withheld	(271	)	—		—			—			—			(4,497		)	—			(4,497		)
Balance at December 31, 2015	155,146		$	2,045	$	712,486		$	531,621		$	(25,555	)	$	(9,298	)	$	240,127		$	1,451,426

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



FRANK'S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Year Ended December 31,
	2015			2014			2013
Cash flows from operating activities
Net income	$	106,110		$	229,312		$	350,830
Adjustments to reconcile net income to cash provided
by operating activities
Depreciation and amortization	108,962			90,041			78,226
Stock-based compensation expense	28,402			38,368			7,220
ESPP expense	198			—			—
Amortization of deferred financing costs	164			235			129
Venezuelan currency devaluation charge	—			13,010			1,755
Deferred tax provision	4,868			27,995			3,621
Provision for (recovery of) bad debts	228			(3,137		)	12,551
(Gain) loss on sale of assets	(1,038		)	289			(39,752		)
Changes in fair value of marketable securities	741			(1,403		)	(3,891		)
Change in value of contingent consideration	(1,532		)	—			—
Unrealized gain on derivative	(210		)	—			—
Increase in value of life insurance policies	—			—			(815		)
Other	(3,909		)	—			—
Changes in operating assets and liabilities
Accounts receivable	140,657			(43,349		)	(82,032		)
Inventories	41,502			(30,282		)	(85,654		)
Other current assets	16,981			(7,926		)	(1,698		)
Other assets	1,333			(1,619		)	(1,430		)
Accounts payable	(3,035		)	4,991			(5,278		)
Deferred revenue	(18,473		)	13,505			39,437
Accrued expenses and other current liabilities	3,971			32,915			(2,744		)
Other noncurrent liabilities	1,838			5,915			6,956
Net cash provided by operating activities	427,758			368,860			277,431

Cash flows from investing activities
Acquisition of Timco Services, Inc. (net of acquired cash)	(78,676		)	—			—
Purchase of property, plant and equipment	(99,723		)	(172,952		)	(184,504		)
Proceeds from sale of assets	4,579			848			50,959
Purchase of marketable securities	(869		)	(1,539		)	(1,813		)
Premiums on life insurance policies	—			—			(2,142		)
Net cash used in investing activities	(174,689		)	(173,643		)	(137,500		)

Cash flows from financing activities
Proceeds from initial public offering, net of offering costs	—			—			711,511
Repayments of borrowings	(765		)	(72		)	(472,070		)
Proceeds from borrowings	151			—			170
Deferred financing costs	—			—			(1,000		)
Dividends paid on common stock	(92,844		)	(69,311		)	(11,514		)
Dividends paid on preferred stock	(2		)	(1		)	—
Distribution to noncontrolling interest	(43,539		)	(41,565		)	(11,496		)
Treasury shares withheld	(4,497		)	(4,801		)	—
Proceeds from the issuance of ESPP shares	287			—			—
Distributions to stockholders	—			—			(105,367		)
Net cash provided by (used in) financing activities	(141,209		)	(115,750		)	110,234

Effect of exchange rate changes on cash due to Venezuelan devaluation	—			(1,040		)	575
Effect of exchange rate changes on cash	1,145			5,980			1,262
Net increase in cash	113,005			84,407			252,002
Cash and cash equivalents at beginning of period	489,354			404,947			152,945
Cash and cash equivalents at end of period	$	602,359		$	489,354		$	404,947

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

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation and Significant Accounting Policies

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 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 consolidated financial statements of FINV for the years ended December 31, 2015 , 2014 and 2013 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, "Company," "we," "us" and "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these consolidated financial statements.

Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented.

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

Out-Of-Period Adjustment

During our review of the three months ended June 30, 2014, we identified a non-cash error that originated in prior periods. The error related to the attribution of the cost of share-based compensation to the requisite service periods of retirement-eligible employees. Awards made pursuant to the 2013 Long-Term Incentive Plan generally provided that the awards vest if the employee retires. The requisite service period for awards does not extend beyond the date an employee becomes eligible to retire, which causes the requisite service period to be either two years or the period from grant date to the date the employee becomes retirement eligible. In the second quarter of 2014, we discovered that share-based compensation expense related to retirement-eligible employees was cumulatively understated through the first quarter of 2014 by approximately $ 7.5 million . Because the errors were immaterial both in the periods in which they arose and in which they were corrected, the correction was recorded as an out-of-period adjustment in the second quarter of 2014 and is included in general and administrative expenses on the consolidated statements of income.

Significant Accounting Policies

Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Accounts Receivable

We establish an allowance for doubtful accounts based on various factors including historical experience, the current aging status of our customer accounts, the financial condition of our customers and the business and political environment in which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

We consider all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents.

Comprehensive Income

Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and unrealized gains and losses on marketable securities be presented as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive income, a component of stockholders’ equity.

Contingencies

Certain conditions may exist as of the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Financial Instruments

When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet 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 consolidated statements of income.

Earnings Per Share

Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, available-for-sale securities, derivative financial instruments, obligations under trade accounts payable and short and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value. Refer to Note 11 for the fair values of our available-for-sale securities, derivative financial instruments, and other obligations.

Foreign Currency Translations and Transactions

Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates. Gains and losses resulting from these translations are included in accumulated other comprehensive income within stockholders’ equity.

For those foreign subsidiaries that have designated the U.S. dollar as the functional currency, gains and losses resulting from balance sheet remeasurement of foreign operations are included in the consolidated statements of income as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of income as incurred.

Goodwill

Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the two step impairment test is performed. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, then the fair value of the reporting unit’s goodwill is determined by allocating the unit’s fair value to its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The amount of impairment for goodwill is measured as the excess of its carrying value over its fair value. We complete our assessment of goodwill impairment as of December 31 each year. No impairment was recorded for years ended December 31, 2015 , 2014 and 2013 . Our goodwill is allocated to our operating segments as follows: U.S. Services - approximately $16.3 million ; Tubular Sales - approximately $2.4 million . The inputs used in the determination of fair value are generally level 3 inputs. See Note 11 in these Notes to Consolidated Financial Statements for a discussion of fair value measures.

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on fair value of the asset.

Income Taxes

We operate under many legal forms in approximately 60 countries. As a result, we are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these different jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits), and withholding taxes based on revenues. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties,

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

foreign currency exchange restrictions, or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.

FICV is treated as a partnership for U.S. federal income tax purposes and its domestic subsidiaries are classified as limited liability companies not subject to federal or state income taxation. As a partner in FICV, we are subject to U.S. taxation on our allocable share of U.S. taxable income and the noncontrolling member will pay taxes with respect to its allocable share of U.S. taxable income.

We provide for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax assets and liabilities are recorded based upon temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the enacted marginal rates and laws that will be in effect when the differences are expected to reverse. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority.

Intangible Assets

Intangible assets are comprised of licenses, customer relationships, trade names, and non-compete agreements. Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an individual basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value discounted cash flows and, if available, comparable market values.

The following table provides information related to our intangible assets as of December 31, 2015 and 2014 (in thousands):



	December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Total
Customer relationships	$	14,658	$	(9,422	)	$	5,236
Non-compete agreement	1,160		(440		)	720
Trade name	3,525		(2,925		)	600
License agreement	4,957		(4,957		)	—
Total intangible assets	$	24,300	$	(17,744	)	$	6,556

	December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Total
Customer relationships	$	8,498	$	(8,498	)	$	—
Non-compete agreement	200		(200		)	—
Trade name	2,725		(2,725		)	—
License agreement	4,957		(4,536		)	421
Total intangible assets	$	16,380	$	(15,959	)	$	421

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense for intangibles assets was $ 1.8 million , $ 0.7 million and $ 0.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

As of December 31, 2015, estimated amortization expense for the intangible assets for each of the next five years was as follows (in thousands):



2016	$	1,819
2017	1,819
2018	1,379
2019	1,232
2020	307
Total	$	6,556

Inventories

Inventories are stated at the lower of cost (primarily average cost) or market value. Work in progress and finished goods include the cost of materials, labor, and manufacturing overhead. Inventory placed in service is either capitalized and included in equipment or expensed based upon our capitalization policies.

Marketable Securities

Our marketable securities in publicly traded equity securities as an indirect result of strategic investments are classified as available-for-sale and are reported at fair value. See Note 8-Other Assets.

The marketable securities are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Unrealized gains and losses are reported as a component of stockholders’ equity. Realized gains and losses on marketable securities are included in other income on our consolidated statements of income, net when realized. Any impairment loss to reduce an investment’s carrying amount to its fair market value is recognized in income when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other than temporary. Realized gains (losses) on investments were $(0.7) million , $1.4 million and $3.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized when they enhance or extend the useful life of the asset. Expenditures for routine repairs and maintenance, which do not improve or extend the life of the related assets, are expensed when incurred. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of income.

Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The depreciation of fixed assets recorded under capital lease agreements is included in depreciation expense.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

For customers contracted under direct service purchase orders and direct rental agreements, an accrual is recorded in unbilled accounts receivable for revenue earned but not yet invoiced.

Tubular Sales Revenue. Revenue on tubular sales is recognized when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include right of return or other similar provisions or other post-delivery obligations. In some regions, customers have a right of return due to purchasing of excess products and deliverability limitations of products in remote locations. When the likelihood of a return exists on a sale, a determination of this portion of revenue is reclassified to deferred revenue until such time as the product is returned or the return period has expired.

Some of our tubular sales customers have requested that we store pipe and connectors purchased from us in our facilities. We considered whether revenue should be recognized on these sales under the “bill and hold” guidance provided by the SEC Staff; however, based upon the assessment performed, revenue recognition on these transactions totaling $57.6 million and $76.1 million was deferred at December 31, 2015 and 2014 , respectively.

Stock-Based Compensation

Our 2013 Long-Term Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units ("RSUs"), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employee directors and service providers. Stock-based compensation expense is measured at the grant date of the share-based awards based on their value and is recognized on a straight-line basis over the vesting period, net of an estimated forfeiture rate and is included in general and administrative expense in the consolidated statements of income.

Our stock-based compensation currently consists of RSUs. The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate.

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 determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2016, the FASB issued accounting guidance on the recognition and measurement of financial assets and financial liabilities. Under this guidance, equity investments will be measured at fair value with changes in fair value recognized in net income. The guidance requires public businesses to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The guidance is not applicable to equity investments accounted for under the equity method of accounting. The guidance is effective for interim and annual periods beginning after December 15, 2017. Management does not believe the adoption will have a material impact on our consolidated financial statements.

In November 2015, the FASB issued accounting guidance on the classification and presentation of deferred taxes. The guidance eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. The guidance requires all deferred tax assets and liabilities be classified as noncurrent. The guidance is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. The amendments in this guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We adopted this guidance on December 31, 2015 and the adoption did not have a material impact on our 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. This guidance will be effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of the new accounting guidance will have on our consolidated financial statements.

In April 2015, the FASB issued amended guidance on the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset, consistent with debt discounts and premiums. Amortization of the costs will be reported as interest expense. In August 2015, additional guidance was provided to address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. The SEC staff stated that it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted this guidance during 2015 and the adoption did not have an impact on our consolidated financial statements.

In February 2015, the FASB issued guidance on the amendments to the consolidation analysis, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those for registered money market funds. This pronouncement is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. We are evaluating the impact that the adoption of this standard will have on our consolidated financial statements

In January 2015, the FASB issued guidance on the income statement presentation, which eliminates the concept of extraordinary items while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur infrequently. The standard is effective prospectively for fiscal years and interim periods within those fiscal

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

years, beginning after December 15, 2015, with early adoption permitted provided the guidance is applied from the beginning of the fiscal year of adoption. We do not expect to adopt this guidance early and do not believe that the adoption of this guidance will 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 update, 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. On July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB will also permit early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

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. As a result, the financial results of FICV are consolidated with ours and we record a noncontrolling interest on our consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings, Inc. ("MHI"). Net income attributable to noncontrolling interest on the statements of income represents the portion of earnings or losses attributable to the economic interest in FICV held by MHI. The allocable domestic income from FICV to FINV is subject to U.S. taxation.

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



	Year Ended December 31,
	2015			2014			2013
Net income	$	106,110		$	229,312		$	350,830
Add: Provision for income taxes of FINV (1)	6,585			45,433			20,750
Less: (Income) loss in FINV (2)	(6,824		)	(392		)	224
Net income subject to noncontrolling interest	105,871			274,353			371,804
Noncontrolling interest percentage (3)	25.4		%	25.6		%	25.7		%
Net income attributable to noncontrolling interest	$	27,000		$	70,275		$	95,368


(1)	Represents income tax expense 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.


(2)	Represents results of operations for entities outside of FICV.


(3)	Represents the economic interest in FICV held by MHI. This percentage will change as additional shares of FINV common stock are issued.

Note 3—Discontinued Operations

On June 14, 2013, we sold a component of our Tubular Sales segment, which manufactured centralizers for sales to third parties, and recognized a gain on sale of $39.6 million , which is included in income from discontinued operations on the consolidated statements of income. As a result, for the year ended December 31, 2013 , the operations from that component have been reported as discontinued operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the results of discontinued operations (in thousands):



	Year Ended December 31, 2013

Revenues	$	7,554

Income from discontinued operations	$	3,036
Gain on sale of discontinued operations	39,629
Income from discontinued operations
before income taxes	42,665
Income tax expense	30
Net income from discontinued operations	$	42,635

The major classes of assets and liabilities as of June 14, 2013, which were included in the disposition were as follows (in thousands):



Accounts receivable, net	$	1,968
Inventory	4,905
Prepaid and other current assets	53
Property, plant and equipment	2,260
Goodwill	1,497
Total assets	$	10,683

Total liabilities	$	312

Cash flows from discontinued operations are included with cash flows from continuing operations in the consolidated statements of cash flows for the year ended December 31, 2013 .

Note 4—Acquisition

On April 1, 2015, Frank’s International, LLC, a Texas limited liability company (“Frank’s LLC”) and an indirect wholly-owned subsidiary of FICV closed on a transaction, which was an immaterial acquisition, to purchase all of the outstanding equity interests of Timco Services, Inc. ("Timco"), a Louisiana corporation with a strong presence in the Permian Basin and Eagle Ford Shale regions, in exchange for consideration consisting of (i) approximately $ 81.0 million inclusive of a tax reimbursement payment of $ 8.0 million as well as closing adjustments for normal operating activity and customary purchase price adjustments and (ii) contingent consideration of up to $ 20.0 million , payable in two separate payments of $ 10.0 million based upon exceeding certain targets of the United States land rotary rig count, as reported by Baker Hughes, over prescribed time periods, which is revalued each quarter as discussed in Note 11 - Fair Value Measurements. As of December 31, 2015 , the contingent consideration had a fair value of approximately $ 7.0 thousand . In addition, each party agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and certain other matters, subject to certain exceptions.

The Timco acquisition was accounted for as a business combination in accordance with accounting guidance. As described in Note 11 - Fair Value Measurements, 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. We recognized $ 4.9 million of goodwill. The goodwill is assigned to the U.S. Services segment and is deductible for tax purposes. The purchase price allocation was finalized during the fourth quarter of 2015.

In connection with the Timco acquisition, we acquired intangible assets in the amount of $ 7.9 million related to customer relationships, trade names and non-compete clauses. The intangible assets will be amortized over their

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

estimated useful lives. Amortization expense for the intangible assets for the Timco acquisition was $ 1.4 million for the year ended December 31, 2015 .

Note 5—Accounts Receivable, net

Accounts receivable at December 31, 2015 and 2014 were as follows (in thousands):



	December 31,
	2015		2014
Trade accounts receivable, net of allowance
of $2,528 and $2,477, respectively	$	166,256	$	291,140
Unbilled receivables	40,033		62,993
Taxes receivable	34,163		32,056
Affiliated (1)	3,966		3,370
Other receivables	1,773		1,418
Total accounts receivable	$	246,191	$	390,977


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

Note 6—Inventories

Inventories at December 31, 2015 and 2014 were as follows (in thousands):



	December 31,
	2015		2014

Pipe and connectors	$	137,245	$	185,076
Finished goods	4,020		4,291
Work in progress	5,230		3,363
Raw materials, components and supplies	14,768		11,278
Total inventories	$	161,263	$	204,008

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7—Property, Plant and Equipment

The following is a summary of property, plant and equipment at December 31, 2015 and 2014 (in thousands):



	Estimated
	Useful Lives	December 31,
	in Years	2015			2014

Land and land improvements (1)	8 - 15	$	19,408		$	21,804
Buildings and improvements	39	74,152			69,827
Rental machinery and equipment	7	898,134			763,722
Machinery and equipment - other	7	60,250			64,648
Furniture, fixtures and computers	5	18,240			17,915
Automobiles and other vehicles	5	48,402			37,417
Aircraft	7	16,267			14,868
Leasehold improvements	7-15, or lease term if shorter	7,947			6,353
Construction in progress - machinery
and equipment and buildings	—	102,432			114,308
		1,245,232			1,110,862
Less: Accumulated depreciation		(620,273		)	(530,720		)
Total property, plant and equipment, net		$	624,959		$	580,142

(1) The estimated useful life presented is only land improvements. Land does not have a depreciable life.

Depreciation expense was approximately $107.2 million , $89.4 million and $77.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

Note 8—Other Assets

Other assets at December 31, 2015 and 2014 consisted of the following (in thousands):



	December 31,
	2015		2014

Marketable securities held in Rabbi Trust (1)	$	45,254	$	45,126
Deferred tax asset	536		1,507
Deposits	2,031		4,043
Other	5,112		6,281
Total other assets	$	52,933	$	56,957


(1)	See Note 11 – Fair Value Measurements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9—Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2015 and 2014 consisted of the following (in thousands):



	December 31,
	2015		2014

Accrued compensation	$	25,281	$	35,097
Accrued property and other taxes	23,790		32,190
Accrued severance and other charges	22,244		—
Income taxes	7,385		3,362
Accrued inventory	5,281		6,235
Accrued medical claims	4,141		3,218
Accrued purchase orders	5,562		8,081
Other	18,200		26,044
Total accrued and other current liabilities	$	111,884	$	114,227

Note 10—Debt

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million for 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 our credit agreement, we have the ability to increase the commitments under the Credit Facility by $150.0 million . At December 31, 2015 and 2014 , we did not have any outstanding indebtedness under the Credit Facility. In addition, we had $4.7 million in letters of credit outstanding as of December 31, 2015 .

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 (a) the prime rate as published in the Wall Street Journal, (b) the Federal Funds Effective Rate plus 0.50% or (c) the adjusted Eurodollar rate plus 1.00% , plus an applicable margin ranging from 0.50% to 1.50% , subject to adjustment based on the 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 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 2.50 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. As of December 31, 2015 , we were in compliance with all financial covenants under the Credit Facility.

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 (as defined in our credit agreement).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AFCO Credit Corporation - Insurance Notes Payable

In 2015, we entered into a note to finance annual insurance premiums for $ 7.6 million . The note bears interest at an annual rate of 1.9% and will mature in October 2016. At December 31, 2015, the total outstanding balance was $ 6.9 million .

Note 11—Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows:


•	Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets.


•	Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability.


•	Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Assets and Liabilities

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2015 and 2014 were as follows (in thousands):



	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2015
Assets:
Derivative financial instruments	$	—	$	210	$	—	$	210
Investments available-for-sale:
Marketable securities - deferred
compensation plan	$	—	$	45,254	$	—	$	45,254
Marketable securities - other	2,387		—		—		2,387
Liabilities:
Marketable securities - deferred
compensation plan	—		43,568		—		43,568
Contingent consideration	—		—		7		7



December 31, 2014
Assets:
Investments available-for-sale:
Marketable securities - deferred
compensation plan	$	—	$	45,126	$	—	$	45,126
Marketable securities - other	2,257		—		—		2,257
Liabilities:
Marketable securities - deferred
compensation plan	—		42,968		—		42,968

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of 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. The derivative financial instruments are included in accounts receivable, net in our consolidated balance sheets.

Our investments associated with our deferred compensation plan consist of marketable securities that are held in the form of investments in mutual funds within insurance contracts. 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. Other marketable securities and investments are included in other assets on the consolidated balance sheets. Our valuation technique used to estimate the fair value of contingent consideration payable in connection with our acquisition of Timco (as described in Note 4) is the Monte Carlo simulation lattice option-pricing model which uses weekly rig count forecasts through June 30, 2017 as a basis for the simulation. The contingent consideration is included in other non-current liabilities on the balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We used the following assumptions in the Monte Carlo simulation lattice option-pricing model:



	December 31, 2015
Assumptions:
Rig count volatility	1.85	%
Cost of debt	5.31	%
Date of first contingent consideration payment	December 31, 2016
Date of second contingent consideration payment	June 30, 2017

The following table sets forth a reconciliation of the changes in the fair value of the contingent consideration payable, which changed as a result of the significant reduction in the rig count forecast. The contingent consideration is classified as Level 3 in the fair value hierarchy (in thousands):



	Significant
	Unobservable
Beginning balance, December 31, 2014	$	—
Issuance of contingent consideration	1,539
Change in value of contingent consideration	(1,532		)
Ending Balance, December 31, 2015	$	7

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, 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. There were no non-recurring measurements during the periods presented.

Other Fair Value Considerations

The carrying values on our consolidated balance sheet of our cash and cash equivalents, 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 12— Derivatives

In December 2015, we began entering 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 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 consolidated statements of income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2015 we had the following foreign currency derivative contracts outstanding in U.S. Dollars (in thousands):



	December 31, 2015
	Notional		Contractual	Settlement
Derivative Contracts	Amount		Exchange Rate	Date
Canadian dollar	$	5,091	1.3751	1/13/16
Euro	19,706		1.0948	1/13/16
Norwegian kroner	11,498		8.6973	1/13/16
Pound sterling	7,516		1.5031	1/13/16

The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2015 (in thousands):

The following table summarize the location and amounts of the unrealized gains on derivative contracts in the consolidated income statement as of December 31, 2015 (in thousands):

Our derivative transactions are governed through International Swaps and Derivatives Association ("ISDA") 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 as of December 31, 2015 (in thousands):



	December 31, 2015
Netting Adjustments	Derivative Asset Positions			Derivative Liability Positions
Gross position - asset / (liability)	$	316		$	(106	)
Netting adjustment	(106		)	106
Net position - asset / (liability)	$	210		$	—

Note 13—Preferred Stock

At December 31, 2015 and 2014 , we had 52,976,000 shares of Series A preferred stock, par value €0.01 per share (the "Preferred Stock") issued and outstanding, which were held by MHI. Each share of Preferred Stock has a liquidation preference equal to its par value of €0.01 per share and is entitled to an annual dividend equal to 0.25% of its par value. The preferred dividend of $1,506 for the year ended December 31, 2014 was paid on June 30, 2015. We expect to pay the annual dividend for the year ended December 31, 2015 in May 2016. Additionally, each share of Preferred Stock

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

entitles its holder to one vote. Preferred stockholders vote with the common stockholders as a single class on all matters presented to FINV's shareholders for their vote.

MHI has the right to convert all or a portion of its Preferred Stock into shares of our common stock by delivery of an equivalent portion of its interest in FICV to us. Accordingly, the increase in our interest in FICV in connection with the conversion will decrease the noncontrolling interest in our financial statements that is attributable to MHI's interest in FICV. As of December 31, 2015 , there have been no conversions of the Preferred Stock or exchanges of the FICV limited partner interests. Exchanges are subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

The Preferred Stock is classified outside of permanent equity in our consolidated balance sheet at its redemption value of par plus accrued and unpaid dividends because the conversion provisions are not solely within our control.

Note 14—Treasury Stock

At December 31, 2015 , common shares held in treasury totaled 514,812 with a cost of $9.3 million . These shares were withheld from employees to settle personal tax withholding obligations that arose as a result of restricted stock units that vested.

Note 15—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 office space from an affiliated partnership. Rent expense related to these leases was $7.6 million , $7.4 million and $5.8 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

We are a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. Prior to our initial public offering (the "IPO"), we had entered agreements, whereby we leased the aircraft as needed for a rental fee per hour and reimbursed WA for a management fee and hangar rental. The rental fees exceeded the reimbursement costs and we recorded net charter income. Subsequent to the IPO in 2013, we entered into new agreements with WA for the aircraft that was retained by us whereby we are paid a flat monthly fee for dry lease rental and charged block hours monthly. In 2015, we amended the agreements to reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee and earn charter income from third party usage. We recorded net charter expense of $2.0 million and $1.5 million for the years ended December 31, 2015 and 2014 , respectively, and net charter income of $1.0 million for the year ended December 31, 2013 .

Tax Receivable Agreement

MHI and its permitted transferees may convert all or a portion of its Preferred Stock into shares of our common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of its interest in FICV to us (a “Conversion”). FICV has made an election under Section 754 of the Code. Pursuant to the Section 754 election, each future Conversion is expected to result in an adjustment to the tax basis of the tangible and intangible assets of FICV, and these adjustments will be allocated to FINV. Certain of the adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent these future Conversions. The anticipated basis adjustments are expected to 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 MHI in connection with our 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 Conversions 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. We will retain the remaining 15% of cash savings, if any.

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 we exercise our right to terminate the TRA.

Estimating the amount of payments that may be made under the TRA is by its nature imprecise. The actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of Conversions, the relative value of our U.S. and international assets at the time of the Conversion, the price of our common stock at the time of the Conversion, the extent to which such Conversions are taxable, the amount and timing of the taxable income FINV realizes in the future and the tax rate then applicable, FINV’s use of loss carryovers and the portion of its payments under the TRA constituting imputed interest or depreciable or amortizable basis. FINV expects that the payments that it will be required to make under the TRA will be substantial but that it will be able to fund such payments. There may be a negative impact on our liquidity if, as a result of timing discrepancies, the payments under the TRA exceed the actual benefits we realize in respect of the tax attributes subject to the TRA. The payments under the TRA will not be conditioned upon a holder of rights under a TRA having a continued ownership interest in either FICV or FINV.

The TRA provides that FINV may terminate it early. If FINV elects to terminate the TRA early, 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 MHI 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 December 31, 2015 , the estimated termination payment would be approximately $45.5 million (calculated using a discount rate of 5.67% ). 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 of 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 16—Earnings Per Common Share

Basic earnings per common share is determined by dividing net income, less preferred stock dividends, by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income 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. The diluted earnings per share calculation assumes the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator is also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



	Year Ended December 31,
	2015			2014			2013
Numerator - Basic
Income from continuing operations	$	106,110		$	229,312		$	308,195
Less: Net income attributable to noncontrolling interest	(27,000		)	(70,275		)	(95,368		)
Discontinued operations attributable to noncontrolling interest	—			—			10,935
Less: Preferred stock dividends	(2		)	(1		)	—
Income from continuing operations
attributable to common shareholders	79,108			159,036			223,762
Income from discontinued operations attributable to FINV	—			—			31,700
Net income available to common shareholders	$	79,108		$	159,036		$	255,462

Numerator - Diluted
Income from continuing operations
attributable to common shareholders	$	79,108		$	159,036		$	223,762
Add: Net income attributable to noncontrolling interest (1)	24,784			54,866			77,106
Add: Preferred stock dividends	2			1			—
Diluted income from continuing operations
applicable to common shareholders	103,894			213,903			300,868
Income from discontinued operations attributable to FINV	—			—			42,635
Dilutive net income available to common shareholders	$	103,894		$	213,903		$	343,503

Denominator
Basic weighted average common shares	154,662			153,814			132,257
Exchange of noncontrolling interest for common stock (Note 13)	52,976			52,976			52,976
Restricted stock units	1,512			1,038			273
Stock to be issued pursuant to ESPP	2			—			—
Diluted weighted average common shares	209,152			207,828			185,506

Basic earnings per common share:
Continuing operations	$	0.51		$	1.03		$	1.69
Discontinued operations	—			—			0.24
Total	$	0.51		$	1.03		$	1.93

Diluted earnings per common share:
Continuing operations	$	0.50		$	1.03		$	1.62
Discontinued operations	—			—			0.23
Total	$	0.50		$	1.03		$	1.85



(1)	Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock	$	2,216	$	15,409	$	7,327

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17—Stock-Based Compensation

2013 Long-Term Incentive Plan

Under our 2013 Long-Term Incentive Plan (the “LTIP”), stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are 20,000,000 shares of common stock reserved for issuance under the LTIP. As of December 31, 2015 , 16,038,580 shares remained available for issuance.

Restricted Stock Units

Upon completion of the IPO and pursuant to the LTIP, we began granting restricted stock units. Substantially all RSUs granted under the LTIP vest ratably over a period of two to three years. Certain restricted stock unit awards provide for accelerated vesting for qualifying terminations of employment or service.

Employees granted RSUs are not entitled to dividends declared on the underlying shares while the restricted stock unit is unvested. As such, the grant date fair value of the award is measured by reducing the grant date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2015 , 2014 and 2013 was $14.6 million , $3.1 million and $74.1 million , respectively. Compensation expense is recognized ratably over the vesting period. As of December 31, 2015 , we assumed no annual forfeiture rate because of our lack of turnover and history for this type of award.

Stock-based compensation expense relating to RSUs included in general and administrative expenses on the consolidated statements of income for the years ended December 31, 2015 , 2014 and 2013 was $26.1 million , $38.4 million and $7.2 million , respectively. An additional $ 2.3 million of stock-based compensation expense was recorded in severance and other charges as a result of our reduction efforts mentioned in Note 20, bringing the total stock-based compensation expense recorded to $ 28.4 million for the year ended December 31, 2015. Unamortized stock compensation expense as of December 31, 2015 relating to RSUs totaled approximately $15.1 million which will be expensed over a weighted average period of 1.29 years.

Non-vested RSUs outstanding as of December 31, 2015 and the changes during the year were as follows:



			Weighted
	Number of		Average Grant
	Shares		Date Fair Value
Non-vested at December 31, 2014	2,577,237		$	20.98
Granted	932,202		15.71
Vested	(1,069,630	)	20.94
Forfeited	(80,436	)	19.91
Non-vested at December 31, 2015	2,359,373		$	18.95

Employee Stock Purchase Plan

In connection with the completion of our IPO, we adopted the Frank's International N.V. ESPP, which became effective January 1, 2015. Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the first day of the option period, or (ii) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the last day of the option period. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. We have reserved three million shares of our common

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stock for issuance under the ESPP. Shares of our common stock issued to our employees under the ESPP totaled 20,291 shares in 2015 . For the year ended December 31, 2015 , we recognized $ 0.2 million of compensation expense related to stock purchased under the ESPP.

In January 2016 , we issued 28,454 shares of our common stock to our employees under this plan to satisfy the employee purchase period from July 1, 2015 to December 31, 2015 , which increased our common stock outstanding. There are currently 2,951,255 shares available under this plan.

Note 18—Employee Benefit Plans

U.S. Benefit Plans

401(k) Savings and Investment Plan . Frank's International, LLC administers a 401(k) savings and investment plan (the “Plan”) as part of the employee benefits package. Employees were required to complete six months of service before becoming eligible to participate in the Plan. On October 1, 2015, the Plan was amended to change the service period to one month . Under the terms of the Plan, we match 75% of employee contributions up to $3,000 annually. Our matching contributions to the Plan totaled $3.4 million , $3.5 million and $2.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

Executive Deferred Compensation Plan . In December 2004, we and certain affiliates adopted the Frank’s Executive Deferred Compensation Plan (“EDC Plan”). The purpose of the EDC Plan is to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions are immediately vested. Our contributions vest after five years of service. All participant benefits under this EDC Plan shall be paid directly from the general funds of the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. The assets of our EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds (See Note 8).

We recorded compensation expense related to the vesting of the Company’s contribution of $1.9 million , $2.3 million and $2.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The total liability recorded at December 31, 2015 and 2014 , related to the EDC Plan was $43.6 million and $43.0 million , respectively, and was included in other noncurrent liabilities on the consolidated balance sheets.

Foreign Benefit Plans

We sponsor certain benefit plans as dictated by host country law. We recorded expense related to foreign benefit plans of $5.5 million , $6.6 million and $4.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

Note 19—Income Taxes

Income from continuing operations before income tax expense was comprised of the following for the periods indicated (in thousands):



	Year Ended December 31,
	2015		2014		2013

United States	$	30,795	$	144,756	$	177,244
Foreign	112,634		159,968		169,678
Income from continuing operations
before income tax expense	$	143,429	$	304,724	$	346,922

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes have been provided for based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Components of income tax expense consist of the following for the periods indicated (in thousands):



	Year Ended December 31,
	2015			2014		2013
Current
U.S. federal	$	3,141		$	19,152	$	9,367
U.S. state and local	(1,424		)	2,663		630
Foreign	30,734			25,602		25,052
Total current	32,451			47,417		35,049

Deferred
U.S. federal	8,138			20,521		10,696
U.S. state and local	(3,042		)	3,357		833
Foreign	(228		)	4,117		(7,851		)
Total deferred	4,868			27,995		3,678
Total income tax expense	$	37,319		$	75,412	$	38,727

Foreign taxes were incurred in the following regions for the periods indicated (in thousands):



	Year Ended December 31,
	2015		2014		2013

Latin America	$	6,077	$	2,301	$	(4,171	)
West Africa	8,413		11,247		8,789
Middle East	5,474		8,630		4,765
Europe	3,317		1,690		1,842
Asia Pacific	1,454		2,032		2,732
Other	5,771		3,819		3,244
Total foreign income tax expense	$	30,506	$	29,719	$	17,201

A reconciliation of the differences between the income tax provision computed at the U.S. statutory rate and the reported provision for income taxes for the periods indicated is as follows (in thousands):



	Year Ended December 31,
	2015			2014			2013

Income tax expense at statutory rate	$	54,854		$	116,557		$	133,565
Benefit of pass through entity status	—			—			(41,644		)
Taxes on foreign earnings at less than the U.S statutory rate	(12,569		)	(31,468		)	(48,154		)
Noncontrolling interest	(2,991		)	(14,116		)	(6,869		)
Other	(1,975		)	4,439			1,829
Total income tax expense	$	37,319		$	75,412		$	38,727

A reconciliation using the Netherlands statutory rate was not provided as there are no significant operations in the Netherlands.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities using the applicable tax rates in effect at year-end. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized. Significant components of deferred tax assets and liabilities are as follows (in thousands):



	December 31,
	2015			2014
Deferred tax assets
Current
Other	$	—		$	7
Noncurrent
Other	296			1,696
Property and equipment	240			187
Valuation allowance	—			(376		)
Total deferred tax assets	536			1,514

Deferred tax liabilities
Current
Other	—			(417		)
Noncurrent
Investment in partnership	(39,962		)	(35,182		)
Other	(295		)	(139		)
Total deferred liabilities	(40,257		)	(35,738		)

Net deferred tax liabilities	$	(39,721	)	$	(34,224	)

Undistributed earnings of certain of our foreign subsidiaries amounted to approximately $500.0 million at December 31, 2015 . It is our intention to permanently reinvest undistributed earnings and profits from the subsidiaries of the consolidated companies’ operations that have been generated through December 31, 2015 and future plans do not demonstrate a need to repatriate the foreign amounts to fund parent company activity.

As of December 31, 2015 and 2014 , we have total gross unrecognized tax benefits of $0.1 million and $ 0.3 million , respectively. Substantially all of the uncertain tax positions, if recognized in the future, would impact our effective tax rate. We have elected to classify interest and penalties incurred on income taxes as income tax expense.

We file income tax returns in various international tax jurisdictions. As of December 31, 2015 , the tax years 2009 through 2015 remain open to examination in the major foreign taxing jurisdictions to which we are subject. We are currently under audit by the Internal Revenue Service for the tax period ending June 30, 2014. We do not expect any material adjustments resulting from this audit.

Note 20—Severance and Other Charges

During 2015, we executed a workforce reduction plan as part of our cost savings initiatives due to depressed oil and gas prices. The reduction was communicated to affected employees on various dates. The plan resulted in a reduction of approximately 800 employees.

On January 5, 2016, we announced the transition of our Chairman of the board of supervisory directors (who also held the role of Executive Chairman of the company) to a non-executive director of the supervisory board effective as of December 31, 2015.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded expenses of approximately $35.5 million for the year ended December 31, 2015 , which included cash severance payments, accelerated vesting of RSU grants for certain individuals and other employee-related termination costs as well as base rationalization and lease termination fees. These costs are reflected in our consolidated statements of income under severance and other charges. As of December 31, 2015, we had a $ 22.2 million liability.

Below is a reconciliation of the beginning and ending liability balance (in thousands):



	International Services			U.S. Services			Tubular Sales			Total
Beginning balance, December 31, 2014	$	—		$	—		$	—		$	—
Additions for costs expensed	1,500			32,838			1,146			35,484
Other adjustments	—			(87		)	47			(40		)
Severance and other payments	(1,422		)	(8,302		)	(1,193		)	(10,917		)
Reclass to equity for acceleration of RSU awards	—			(2,283		)	—			(2,283		)
Ending balance, December 31, 2015	$	78		$	22,166		$	—		$	22,244

We expect to pay a significant portion of the remaining liability no later than the third quarter of 2016.

Note 21—Commitments and Contingencies

Commitments

We are committed under various noncancelable operating lease agreements primarily related to facilities and equipment that expire at various dates throughout the next several years. Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2015 , are as follows (in thousands):



Year Ending December 31,
2016	$	11,575
2017	9,773
2018	7,220
2019	3,870
2020	3,767
Thereafter	16,673
Total future lease commitments	$	52,878

Total rent expense incurred under operating leases was $19.6 million , $17.2 million , and $12.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

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 reasonable estimated. As of December 31, 2015 , we had no material accruals for loss contingencies, individually or in the aggregate. 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.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22—Supplemental Cash Flow Information

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



	Year Ended December 31,
	2015			2014			2013

Cash paid for interest	$	180		$	559		$	1,542
Cash paid for income taxes	20,499			28,004			29,196

Non-cash transactions:
Change in accounts payable related to capital expenditures	$	(3,534	)	$	(3,479	)	$	3,787
Insurance premium financed by note payable	7,630			—			—
Distribution of net assets to MHI	—			—			50,319

Note 23—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 chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of three reportable segments: International Services, U.S. Services and Tubular Sales.

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 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 operating results of the Tubular Sales component that was sold in June 2013 have been accounted for as discontinued operations and have been excluded from the segment results below.

Adjusted EBITDA

We define Adjusted EBITDA as income from continuing operations before net interest income or expense, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, stock-based compensation, other non-cash adjustments and unusual 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) and items outside the control of our management team (such as income tax rates). Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income, operating income, cash

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

flow from operating activities or any other measure of financial performance or liquidity presented in accordance with generally accepted accounting principles in the U.S. ("GAAP").

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

The following table presents a reconciliation of Segment Adjusted EBITDA to income from continuing operations (in thousands):



	Year Ended December 31,
	2015			2014			2013
Segment Adjusted EBITDA:
International Services	$	182,475		$	231,469		$	199,620
U.S. Services	93,871			180,575			198,442
Tubular Sales	40,999			38,366			40,624
Total	317,345			450,410			438,686
Corporate and other	96			(34		)	53
Adjusted EBITDA Total	317,441			450,376			438,739
Interest income (expense), net	341			87			(653		)
Income tax expense	(37,319		)	(75,412		)	(38,727		)
Depreciation and amortization	(108,962		)	(90,041		)	(78,082		)
Gain on sale of assets	1,038			(289		)	122
Foreign currency loss	(6,358		)	(17,041		)	(2,556		)
Stock-based compensation expense	(26,119		)	(38,368		)	(7,220		)
Severance and other costs	(35,484		)	—			—
Change in value of contingent consideration	1,532			—			—
IPO transaction-related costs (1)	—			—			(3,428		)
Income from continuing operations	$	106,110		$	229,312		$	308,195


(1)	Represents charges incurred in connection with our IPO, primarily those amounts attributable to the restructuring in advance of the IPO.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations and costs associated with activities of a general nature (in thousands):



	International Services		U.S. Services		Tubular Sales		Corporate and Other			Total

Year Ended December 31, 2015
Revenue from external customers	$	442,107	$	326,437	$	206,056	$	—		$	974,600
Inter-segment revenues	754		25,844		35,927		(62,525		)	—
Adjusted EBITDA	182,475		93,871		40,999		96			317,441
Depreciation and amortization	58,163		46,548		4,251		—			108,962
Property, plant and equipment	288,089		248,153		88,717		—			624,959
Capital expenditures	42,772		28,881		28,070		—			99,723

Year Ended December 31, 2014
Revenue from external customers	$	537,259	$	439,638	$	175,735	$	—		$	1,152,632
Inter-segment revenues	1,471		23,734		64,542		(89,747		)	—
Adjusted EBITDA	231,469		180,575		38,366		(34		)	450,376
Depreciation and amortization	52,363		34,314		3,364		—			90,041
Property, plant and equipment	314,031		149,485		116,626		—			580,142
Capital expenditures	100,483		30,215		42,254		—			172,952

Year Ended December 31, 2013
Revenue from external customers	$	475,297	$	434,940	$	167,485	$	—		$	1,077,722
Inter-segment revenues	3,275		20,552		71,271		(95,098		)	—
Adjusted EBITDA	199,620		198,442		40,624		53			438,739
Depreciation and amortization	41,177		33,102		3,803		—			78,082
Property, plant and equipment	278,452		132,502		100,245		—			511,199
Capital expenditures	97,120		56,586		30,798		—			184,504

The CODM does not review total assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2015 , 2014 and 2013 .

Geographic Areas



	Year Ended December 31,
	2015		2014		2013
Revenue:
United States	$	530,133	$	573,773	$	542,562
Europe/Middle East/Africa	314,173		385,064		310,603
Latin America	56,515		55,021		78,019
Asia Pacific	55,995		77,952		63,709
Other countries	17,784		60,822		82,829
	$	974,600	$	1,152,632	$	1,077,722

The revenue generated in The Netherlands was immaterial for the years ended December 31, 2015 , 2014 and 2013 . Other than the United States and Dubai, which had revenues of $ 140.4 million , no individual country represented more than 10% of our revenue for the year ended December 31, 2015 . Other than the United States, no individual country represented more than 10% of our revenue for each of the years ended December 31, 2014 and 2013 .



	December 31,
	2015		2014
Long-Lived Assets (PP&E)
United States	$	336,870	$	266,111
International	288,089		314,031
	$	624,959	$	580,142

Based on the unique nature of our operating structure, revenue generating assets are interchangeable between international countries and are not separately identifiable. Revenues from customers and long-lived assets in The Netherlands were insignificant in each of the years presented.

FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 24—Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2015 and 2014 is set forth below (in thousands, except per share data).



	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter		Total
2015
Revenue	$	277,437	$	254,304	$	239,883	$	202,976	$	974,600
Operating income	55,035		41,309		39,097		8,214		143,655
Net income attributable to Frank's International N.V.	34,279		20,830		16,565		7,436		79,110
Earnings per common share: (1)
Basic	$	0.22	$	0.14	$	0.11	$	0.05	$	0.51
Diluted	$	0.21	$	0.14	$	0.11	$	0.04	$	0.50

2014
Revenue	$	264,492	$	272,937	$	296,183	$	319,020	$	1,152,632
Operating income	74,069		62,838		86,273		91,763		314,943
Net income attributable to Frank's International N.V.	41,863		35,216		47,346		34,612		159,037
Earnings per common share: (1)
Basic	$	0.27	$	0.23	$	0.31	$	0.22	$	1.03
Diluted	$	0.27	$	0.23	$	0.31	$	0.22	$	1.03


(1)	The sum of the individual quarterly earnings per share amounts may not agree with year-to-date net income per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

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-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we submit 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 December 31, 2015 at the reasonable assurance level.

Management's Report Regarding Internal Control

See Management’s Report on Internal Control Over Financial Reporting under Item 8 of this Form 10-K.

Attestation Report of the Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Item 8 of this Form 10-K.

Changes in Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2015 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 10 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2015 .

Item 11. Executive Compensation

Item 11 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2015 .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2015 .

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 13 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2015 .

Item 14. Principal Accounting Fees and Services

Item 14 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2015 .

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Our Consolidated Financial Statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see "Index to Consolidated Financial Statements" at page 49.

(a)(2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Account

Schedules not listed above have been omitted because they are not applicable or not required or the information required to be set forth therein is included in the Financial Statements and Supplementary Data, Item 8, or notes thereto.

(a)(3) Exhibits

Exhibits are listed in the exhibit index beginning on page 90.



FRANK'S INTERNATIONAL N.V.
Schedule II - Valuation and Qualifying Account
(In thousands)


	Balance at		Additions/								Balance at
	Beginning of		Charged to								End of
	Period		Expense		Deductions			Other			Period

Year Ended December 31, 2015
Allowance for doubtful accounts	$	2,477	$	570	$	(751	)	$	232		$	2,528

Year Ended December 31, 2014
Allowance for doubtful accounts	$	13,614	$	1,062	$	(10,497	)	$	(1,702	)	$	2,477

Year Ended December 31, 2013
Allowance for doubtful accounts	$	1,697	$	12,050	$	—		$	(133	)	$	13,614

Exhibit Index



#2.1	Membership Interest Purchase Agreement by and among Mark L. Guidry, Michael P. Maraist and Frank's International, LLC, dated March 11, 2015 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 1, 2015).
3.1	Deed of Amendment to Articles of Association of Frank's International N.V., dated May 14, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 16, 2014).
10.1	Revolving Credit Agreement, dated August 14, 2013, by and among Frank's International C.V. (as Borrower), Amegy Bank National Association (as Administrative Agent), Capital One, National Association (as Syndication Agent) and the other lenders party thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.2	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.3	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Kirkland D. Mosing (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.4	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Sheldon Erikson (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.5	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Steven B. Mosing (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.6	Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and W. John Walker (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.7	Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Michael C. Kearney (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
†10.8	Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Gary P. Luquette (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
†10.9	Indemnification Agreement dated February 3, 2014, by and among Frank's International N.V. and Burney J. Latiolais, Jr. (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.10	Indemnification Agreement dated December 1, 2014, by and between Frank’s International N.V. and Jeffrey J. Bird (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
†10.11	Indemnification Agreement dated January 23, 2015, by and between Frank’s International N.V. and William B. Berry ((incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on January 27, 2015).
*†10.12	Indemnification Agreement dated May 4, 2015, by and between Frank's International N.V. and Daniel A. Allinger.
*†10.13	Indemnification Agreement dated August 4, 2015, by and between Frank's International N.V. and Alejandro Cestero.
*†10.14	Indemnification Agreement dated October 19, 2015, by and between Frank's International N.V. and Ozong E. Etta.
†10.15	Employment Offer for Jeffrey J. Bird effective as of December 1, 2014 (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).



†10.16	Employment Offer for Gary P. Luquette effective as of January 23, 2015 (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
†10.17	Addendum to Employment Offer for Gary P. Luquette effective as of January 23, 2015 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
†10.18	Separation and General Release Agreement, dated as of June 11, 2015, by and between Frank's International, LLC and Victor Szabo (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
†10.19	Separation and General Release Agreement, dated as of June 11, 2015, by and between Frank's International, LLC and Charles Mike Webre (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
*†10.20	Separation and General Release Agreement, dated as of June 30, 2015, by and between Frank's International, LLC and Brian Baird.
*†10.21	Separation and General Release Agreement effective December 31, 2015, by and between Frank's International, LLC and John Sinders.
*†10.22	Separation Agreement dated December 31, 2015, by and among Frank's International, LLC, Frank's International N.V. and Donald Keith Mosing.
†10.23	Frank's International N.V. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
†10.24	Frank's International N.V. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
†10.25	First Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of December 31, 2013 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.26	Second Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of November 5, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
†10.27	Third Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of January 1, 2016 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
†10.28	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
†10.29	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.30	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
†10.31	First Amendment to the Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
†10.32	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
†10.33	Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
†10.34	Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (IPO Grants Form) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).



†10.35	Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus Grants Form) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
*†10.36	Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Time Vested Form).
*†10.37	Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form).
10.38	Frank's International N.V. Executive Change-in-Control Severance Plan, dated May 20, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 27, 2015).
10.39	Form of Frank's International N.V. Executive Change-in-Control Severance Plan Participation Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
10.40	Frank's Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.41	Tax Receivable Agreement, dated August 14, 2013, by and among Frank's International N.V., Frank's International C.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.42	Registration Rights Agreement, dated August 14, 2013, by and among Frank's International N.V., Mosing Holdings, Inc. and FWW B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.43	Global Transaction Agreement, dated July 22, 2013, by and among Frank's International N.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
10.44	Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, Inc., and certain other parties thereto (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
10.45	Frank's International C.V. Management Agreement, dated August 14, 2013, by and among Frank's International N.V., Frank's International LP B.V., Frank's International Management B.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.46	Amendment No. 7 to the Limited Partnership Agreement of Frank's International C.V., dated as of December 31, 2014 (incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
*10.47	Amendment No. 8 to the Limited Partnership Agreement of Frank's International C.V., dated as of December 31, 2015.
*21.1	List of Subsidiaries of Frank's International N.V.
*23.1	Consent of PricewaterhouseCoopers LLP.
*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.


#	Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.


*	Filed herewith.


**	Furnished herewith.

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.



	By:	Frank's International N.V.
		(Registrant)

Date: February 29, 2016	By:	/s/ Jeffrey J. Bird
		Jeffrey J. Bird
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 29, 2016 .



Signature		Title

/s/ Gary P. Luquette		President, Chief Executive Officer and
Gary P. Luquette		Supervisory Director
		(Principal Executive Officer)

/s/ Jeffrey J. Bird		Executive Vice President and Chief Financial Officer
Jeffrey J. Bird		(Principal Financial Officer)

/s/ Ozong Etta		Vice President, Chief Accounting Officer
Ozong E. Etta		(Principal Accounting Officer)

/s/ Michael C. Kearney		Chairman of the Board of Supervisory Directors
Michael C. Kearney

/s/ Donald Keith Mosing		Supervisory Director
Donald Keith Mosing

/s/ Kirkland D. Mosing		Supervisory Director
Kirkland D. Mosing

/s/ Steven B. Mosing		Supervisory Director
Steven B. Mosing

/s/ William B. Berry		Supervisory Director
William B. Berry

/s/ Sheldon Erikson		Supervisory Director
Sheldon R. Erikson

Exhibit 10.12

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) dated the 4th day of May, 2015, by and between Frank’s International N.V., a public limited liability company organized and existing under the laws of The Netherlands (the “ Company ”), and Daniel A. Allinger, an individual (“ Indemnitee ”).

RECITALS

A. Competent and experienced persons may be reluctant to serve or to continue to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities on behalf of the corporation.

B. The current uncertainties relating to the availability of adequate insurance have increased the difficulty of attracting and retaining competent and experienced persons to serve in such capacity.

C. The supervisory board of the Company (the “ Supervisory Board ”) has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as directors of the Company, that this situation is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of adequate protection in the future.

D. As a supplement to and in the furtherance of the Company’s Articles of Association, as amended (the “ Articles ”), it is reasonable, prudent, desirable and necessary for the Company contractually to obligate itself to indemnify, and to pay in advance expenses on behalf of, directors and officers to the fullest extent permitted by Applicable Law, consistent with the Company’s Liability Insurance, so that they will serve or continue to serve the Company free from concern that they will not be so indemnified and that their expenses will not be so paid in advance;

E. This Agreement is not a substitute for, nor is it intended to diminish or abrogate any rights of Indemnitee under, Liability Insurance, the Articles, any resolutions adopted pursuant thereto (including any contractual rights of Indemnitee that may exist) or otherwise;

F. Indemnitee is a director or officer of the Company and his or her willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her to the fullest extent permitted by Applicable Law, consistent with the Company’s Liability Insurance, and upon the other undertakings set forth in this Agreement.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and covenants contained herein, the Company and Indemnitee hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth below:

“ Applicable Law ” means the laws of The Netherlands.

“ Claims ” means any and all liabilities, claims, judgments, fines (including excise taxes and penalties assessed with respect to employee benefit plans), penalties and all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

“ Corporate Status ” means the status of a person who is or was a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company. In addition to any service at the actual request of the Company, Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise if Indemnitee is or was serving as a director, officer, employee, partner, member, manager, fiduciary, trustee or agent of such Enterprise and (i) such Enterprise is or at the time of such service was a Controlled Affiliate, (ii) such Enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate or (iii) the Company or a Controlled Affiliate caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity on its behalf.

“ Controlled Affiliate ” means any corporation, limited liability company, partnership, joint venture, trust or other Enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of an Enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided , however , that direct or indirect beneficial ownership of capital stock or other interests in an Enterprise entitling the holder to cast 10% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such Enterprise will be deemed to constitute “control” for purposes of this definition.

“ Disinterested Director ” means a director of the Company who is not and was not a party to the Legal Action, decision or Enterprise action in respect of which indemnification is sought by Indemnitee.

“ Enterprise ” means the Company and any other corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other entity or other enterprise of which Indemnitee is or was serving at the request of the Company in a Corporate Status.

“ Expenses ” means all reasonable expenses, including attorney’s fees and litigation costs, paid or incurred in connection with a Legal Action, or in connection with seeking indemnification under this Agreement. Expenses will also include Expenses reasonably paid or incurred in

connection with any appeal resulting from any Legal Action. Notwithstanding the foregoing, the Company’s obligation to pay “Expenses” is limited to Expenses incurred after written notice is given to the Company of a Legal Action. When a Legal Action subject to the indemnity obligation in this Agreement presents both matters that are covered by the indemnity obligation and matters that are not, Expenses shall refer solely to Expenses incurred for the defense of those parts of the Legal Action that are covered by the indemnity obligation in this Agreement

“ Independent Counsel ” means an attorney or firm of attorneys that is experienced in matters of corporation law in the appropriate jurisdictions and neither currently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement and/or the indemnification provisions of the Articles, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Legal Action giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“ Legal Action ” means any expected, threatened, pending or completed action, investigation, or other proceeding, whether civil, criminal or administrative, and in each case commenced after the date of this Agreement, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of or relating to Indemnitee’s Corporate Status and by reason of or relating to either (i) any action or alleged action taken by Indemnitee (or failure or alleged failure to act) or of any action or alleged action (or failure or alleged failure to act) on Indemnitee’s part, while acting in his or her Corporate Status or (ii) the fact that Indemnitee is or was serving at the request of the Company as director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another Enterprise, in each case whether or not serving in such capacity at the time any Loss or Expense is paid or incurred for which indemnification or advancement of Expenses can be provided under this Agreement, except one initiated by Indemnitee to enforce his or her rights under this Agreement.

“ Liability Insurance ” means such director and officer liability insurance (or the equivalent), which the Company purchases for the benefit of its directors and officers.

“ Management Board ” means the management board of the Company.

“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, stichting , commanditaire vennootschap , besloten vennootschap , a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

References to “serving at the request of the Company” include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan will be

deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.

ARTICLE 2

SERVICES TO THE COMPANY

2.1 Services to the Company . Indemnitee agrees to serve as an officer or as a director on the Company’s Supervisory Board. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company will have no obligation under this Agreement to continue Indemnitee in such position. This Agreement will not be construed as giving Indemnitee any right to be retained as an officer, as a director on the Company’s Supervisory Board or in any other position with the Company (or any other Enterprise).

ARTICLE 3

INDEMNIFICATION

3.1 Company Indemnification . Except as otherwise provided in this Article 3, if Indemnitee was, is or becomes a party to, or was or is threatened to be made a party to, or was or is otherwise involved in, any Legal Action, the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by the Articles and Applicable Law, as the same exists or may hereafter be amended, interpreted or replaced, against any and all Expenses, Claims or amounts paid in settlement, and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are paid or incurred by Indemnitee in connection with such Legal Action.

3.2 Mandatory Indemnification if Indemnitee is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement (other than Section 6.9), to the extent that Indemnitee has been successful, on the merits or otherwise, in defense of any Legal Action or any part thereof, the Company will indemnify Indemnitee against all Expenses that are paid or incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Legal Action, but is successful, on the merits or otherwise, as to one or more but fewer than all Claims, issues or matters in such Legal Action, the Company will indemnify and hold harmless Indemnitee against all Expenses paid or incurred by Indemnitee in connection with each successfully resolved Claim, issue or matter on which Indemnitee was successful. For purposes of this Section 3.2, the termination of any Legal Action, or any Claim, issue or matter in such Legal Action, by dismissal with or without prejudice will be deemed to be a successful result as to such Legal Action, Claim, issue or matter.

3.3 Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Legal Action to which Indemnitee is not a party, the Company will advance all reasonable expenses and indemnify Indemnitee against all Expenses paid or incurred by Indemnitee on his or her behalf in connection therewith.

3.4 Exclusions . Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:

(a) Any Legal Action (or part of any Legal Action) initiated or brought voluntarily by Indemnitee against the Company or its directors, officers, employees or other indemnities, unless the Management Board has authorized or consented to the initiation of the Legal Action (or such part of any Legal Action) with approval of the Supervisory Board.

(b) An accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute or for any Claims to the extent that they represent the gain in fact of any profit or advantage to which the Indemnitee is not legally entitled.

(c) If a court of competent jurisdiction has made a final and binding judgment that the act or omission of the Indemnitee can be characterized as a result of willful misconduct ( opzet ), willful recklessness ( bewuste roekeloosheid ) or serious culpability ( ernstig verwijt ) under Applicable Law.

(d) For any Legal Action arising out of, based upon or attributable to the committing in fact by the Indemnitee of any deliberate criminal or deliberate fraudulent act.

ARTICLE 4

ADVANCEMENT OF EXPENSES

4.1 Expense Advances . Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, advance, to the fullest extent permitted by Applicable Law, to Indemnitee (hereinafter an “ Expense Advance ”) any and all Expenses paid or incurred by Indemnitee in connection with any Legal Action (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will be subject to the requirements of the next sentence but not otherwise subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company upon a resolution of the Supervisory Board; provided , however , that an Expense Advance will be made only upon delivery to the Company of an undertaking (hereinafter an “ Undertaking ”), in a form satisfactory to the Company, by or on behalf of Indemnitee, to immediately repay such Expense Advance if it is ultimately determined, by final and binding judgment by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Articles or Applicable Law. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4.

4.2 Exclusions . Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 3.4.

4.3 Timing . An Expense Advance pursuant to Section 4.1 will be made within fifteen business days after the resolution of the Management Board is approved by the Supervisory Board with respect to such Expense Advance; provided , however , that no such Expense Advance will be made by the Company prior to receipt by the Company of the Undertaking.

ARTICLE 5

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

5.1 Contribution by Company . To the fullest extent permitted by Applicable Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount of Expenses and Claims incurred or paid by Indemnitee in connection with any Legal Action in proportion to the relative benefits received by the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, from the transaction from which such Legal Action arose; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Claims, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company other than Indemnitee who are jointly liable with Indemnitee, on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct was active or passive.

5.2 Indemnification for Contribution Claims by Others . To the fullest extent permitted by Applicable Law, the indemnification herein will include claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with Indemnitee for any Loss or Expense arising from a Legal Action.

ARTICLE 6

PROCEDURES AND PRESUMPTIONS FOR THE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

6.1 Notification of Claims; Request for Indemnification . Indemnitee agrees to notify promptly the Company in writing of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided , however , that a delay in giving such notice will not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, the Company did not otherwise learn of the Legal Action and such delay is materially prejudicial to the Company’s ability to defend or to obtain coverage under the Company’s Liability Insurance for such Legal Action; and, provided , further , that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Legal Action. The omission to notify the Company will not relieve the Company from any liability for indemnification which it may have to Indemnitee otherwise than under this Agreement.

Indemnitee may deliver to the Company a written request to have the Company indemnify and hold harmless Indemnitee in accordance with this Agreement. Subject to Section 6.9, such request may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written request for indemnification, Indemnitee’s entitlement to indemnification shall be determined according to Section 6.2. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Management Board in writing that Indemnitee has requested indemnification. The Company will be entitled to participate in any Legal Action at its own expense.

6.2 Determination of Right to Indemnification . Upon written request by Indemnitee for indemnification pursuant to Section 6.1 hereof with respect to any Legal Action, a determination with respect to Indemnitee’s entitlement thereto will be made by one of the following, at the election of the Company: (1) so long as there are Disinterested Directors with respect to such Legal Action, a majority vote of the Disinterested Directors, even though less than a quorum of the Supervisory Board, (2) so long as there are Disinterested Directors with respect to such Legal Action, a committee of such Disinterested Directors designated by a majority vote of such Disinterested Directors, even though less than a quorum of the Supervisory Board or (3) Independent Counsel in a written opinion delivered to the Supervisory Board, a copy of which will also be delivered to Indemnitee. The election by the Company to use a particular person, persons or entity to make such determination is to be included in a written notification to Indemnitee. The person, persons or entity chosen to make a determination under this Agreement of the Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making such determination.

6.3 Selection of Independent Counsel . If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person

selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

6.4 Burden of Proof . In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption will have the burden of proof. Indemnitee will be deemed to have acted in good faith if Indemnitee’s action with respect to a particular Enterprise is based on the records or books of account of such Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise; provided , however this sentence will not be deemed to limit in any way the other circumstances in which Indemnitee may be deemed to have met the appropriate standard of conduct and provided further that this sentence shall not excuse fraudulent or other knowing improper actions taken by Indemnitee. In addition, the knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of such Enterprise will not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

6.5 No Presumption in Absence of a Determination or As Result of an Adverse Determination; Presumption Regarding Success . Neither the failure of any person, persons or entity chosen to make a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief to make such determination, nor an actual determination by such person, persons or entity that Indemnitee has not met such standard of conduct or did not have such belief, prior to or after the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under this Agreement under Applicable Law, will be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In addition, the termination of any Legal Action by settlement approved by the Management Board and Supervisory Board (whether with or without court approval) or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or Applicable Law.

6.6 Timing of Determination . The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 6.2 to be made as promptly as practicable after Indemnitee has submitted a written request for indemnification pursuant to Section 6.1.

6.7 Timing of Payments . All payments of Expenses, including any Expense Advance, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by Indemnitee is presented to the

Company, but in no event later than 30 days after (i) such demand is presented or (ii) such later date as a determination of entitlement to indemnification is made in accordance with Section 6.6, if applicable; provided , however , that an Expense Advance will be made within the time provided in Section 4.3 hereof.

6.8 Cooperation . Indemnitee will cooperate with the person, persons or entity making a determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

6.9 Time for Submission of Request . Indemnitee will be required to submit any request for Indemnification pursuant to this Article 6 within a reasonable time, not to exceed two years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final determination or disposition of the Legal Action (with the latest date of the occurrence of any such event to be considered the commencement of the two year period).

ARTICLE 7

LIABILITY INSURANCE

7.1 Liability Insurance . The Company will use its reasonable endeavors to obtain and maintain a policy or policies of Liability Insurance with one or more reputable insurance companies providing Indemnitee with coverage in such amount as will be determined by the Supervisory Board for Claims and Expenses paid or incurred by Indemnitee as a result of acts or omissions of Indemnitee in his or her Corporate Status, and to ensure the Company’s performance of its indemnification obligations under this Agreement, to the extent that a policy covering the indemnification obligations under this Agreement is reasonably attainable; provided , however , in all policies of director and officer liability insurance obtained by the Company, Indemnitee will be named as an Insured in such manner as to provide Indemnitee with the same rights and benefits as are afforded to the other directors or officers, as applicable, of the Company under such policies. Any reductions to the amount of director and officer liability insurance coverage maintained by the Company as of the date hereof will be subject to the approval of the Supervisory Board.

7.2 Notice to Insurers . If, at the time of receipt by the Company of a notice from any source of a Legal Action as to which Indemnitee is a party or participant, the Company will give prompt notice of such Legal Action to the insurers in accordance with the procedures set forth in the respective policies, the Company will provide Indemnitee with a copy of such notice. The Company will thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Legal Action in accordance with the terms of such policies.

7.3 Cooperation with Company . The Indemnitee will cooperate in all ways with the Company and its counsel and, if required by the Company, with the insurers issuing the Company’s Liability Insurance, to the extent the Company deems such cooperation reasonably necessary in connection with the tender, evaluation, investigation, and pursuant of insurance coverage for any Legal Action.

ARTICLE 8

REMEDIES OF INDEMNITEE

8.1 Action by Indemnitee . In the event that (i) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iii) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6 or (iv) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.7, Indemnitee will be entitled to seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; such award to be made within 60 days following the filing of the demand for arbitration. The provisions of the laws of the State of Texas (without regard to its conflict of laws rules that would cause the application of the laws of another jurisdiction) will apply to any such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

8.2 Company Bound by Favorable Determination by Reviewing Party . If a determination is made that Indemnitee is entitled to indemnification pursuant to Article 6, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Article 8, absent (i) a misstatement by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statements in connection with the request for indemnification not materially misleading or (ii) a prohibition of such indemnification under Applicable Law.

8.3 Company Bound by Provisions of this Agreement . The Company and Indemnitee will each be precluded from asserting in any judicial or arbitration proceeding commenced pursuant to this Article 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such judicial or arbitration proceeding that the Company is bound by all the provisions of this Agreement.

ARTICLE 9

NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS

9.1 Non-Exclusivity . The rights of indemnification and to receive Expense Advances as provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under Applicable Law, the Articles, any agreement, a vote of stockholders, a resolution of the directors or otherwise. To the extent Indemnitee otherwise would have any greater right to indemnification or payment of any advancement of Expenses under any other provisions under Applicable Law, the Articles, any agreement, vote of stockholders, a resolution of directors or otherwise, Indemnitee will be entitled under this Agreement to such greater right. No amendment, alteration or repeal of this Agreement or of any provision hereof limits or restricts any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior

to such amendment, alteration or repeal. To the extent that a change in Applicable Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy will be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

9.2 Subrogation . In the event of any payment by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect thereto, including rights under any policy of insurance or other indemnity agreement or obligation, and Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights (it being understood that all of Indemnitee’s reasonable Expenses related thereto will be borne by the Company).

9.3 No Duplicative Payments . The Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or any Expense for which advancement is provided) hereunder if and to the extent that Indemnitee is otherwise entitled to receive such payment under any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of Legal Actions relating to Indemnitee’s service at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount Indemnitee is actually entitled to receive as indemnification or advancement of Expenses from such other Enterprise. Subject to Section 4.1, the indemnity obligations of this Agreement shall apply in excess of the Company’s Liability Insurance and to any other insurance or indemnities available to the Indemnitee.

ARTICLE 10

DEFENSE OF PROCEEDINGS

10.1 Company Assuming the Defense . In the event the Company is obligated to pay in advance the Expenses of any Legal Action pursuant to Article 4, the Company will be entitled, by written notice to Indemnitee, to assume the defense of such Legal Action, with counsel approved by Indemnitee, which approval will not be unreasonably withheld or delayed. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume such defense, and Indemnitee will be required, within ten days following Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in the prior sentence. In the absence of an actual conflict of interest that would prevent defense counsel from representing both the Indemnitee and other defendants in the Legal Action,

the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal Action.

10.2 Right of Indemnitee to Employ Counsel . Following approval of counsel by Indemnitee pursuant to Section 10.1 and retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Legal Action; provided , however , that (a) Indemnitee has the right to employ counsel in any such Legal Action at Indemnitee’s expense and (b) the Company will be required to pay the fees and expenses of Indemnitee’s counsel if (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) an actual conflict of interest arises between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of such defense or representation by such counsel retained by the Company and the Company has not appointed new counsel without such conflict of interest to represent the Indemnitee or (iii) the Company does not continue to retain such counsel approved by the Indemnitee and the Company has not appointed new counsel to represent the Indemnitee in accordance with Section 10.1.

ARTICLE 11

SETTLEMENT

11.1 Company Bound by Provisions of this Agreement . Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Legal Action effected without the Company’s prior written consent, which consent shall not be unreasonably withheld.

11.2 When Indemnitee’s Prior Consent Required . The Company will not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) contains any non-monetary remedy imposed on Indemnitee or a Loss for which Indemnitee is not wholly indemnified hereunder or (ii) with respect to any Legal Action with respect to which Indemnitee is made a party or a participant or is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Legal Action. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided , however , Indemnitee may withhold consent to any settlement that does not provide a full and unconditional release of Indemnitee from all liability in respect of such Legal Action.

ARTICLE 12

DURATION OF AGREEMENT; PERIOD OF LIMITATIONS

12.1 Duration of Agreement . This Agreement will continue until and terminate upon the latest of (a) the statute of limitations applicable to any claim that could be asserted against an Indemnitee with respect to which Indemnitee may be entitled to indemnification and/or an Expense Advance under this Agreement, (b) ten years after the date that Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer, employee, partner, member, manager, fiduciary or agent of any other Enterprise which Indemnitee served at the request of the Company, or (c) if, at the later of the dates referred to in (a) and (b) above, there is pending a Legal Action in

respect of which Indemnitee is granted rights of indemnification or the right to an Expense Advance under this Agreement or a Legal Action commenced by Indemnitee pursuant to Article 8 of this Agreement, one year after the final termination of such Legal Action, including any and all appeals.

ARTICLE 13

MISCELLANEOUS

13.1 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof; provided , however , it is agreed that the provisions contained in this Agreement are a supplement to, and not a substitute for, any provisions regarding the same subject matter contained in the Articles and any employment or similar agreement between the parties.

13.2 Assignment; Binding Effect; Third Party Beneficiaries . No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other parties will be deemed invalid and not binding on such other parties. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, permitted assigns, heirs, executors and personal and legal representatives. There are no third party beneficiaries having rights under or with respect to this Agreement.

13.3 Notices . All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and be given by personal delivery, by certified or registered mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to the Company:

Frank’s International N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, The Netherlands

Attention: Brian D. Baird

Facsimile: (281) 558-2980

with a copy to:

Frank’s International N.V.

10260 Westheimer Rd.

Houston, Texas 77042

Attention: Brian D. Baird

Facsimile: (281) 558-2980

If to Indemnitee:

Daniel A. Allinger

10260 Westheimer, Suite 700

Houston, TX 77042

Facsimile: (281) 558-2980

All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

13.4 Specific Performance; Remedies . Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided for herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

13.5 Submission to Jurisdiction . Any Legal Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may only be brought in any courts in the State of Texas, which will be the exclusive and only proper forums for adjudicating such Legal Action, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such Legal Action and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such Legal Action in any such court or that any such Legal Action brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

13.6 Headings . The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

13.7 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

13.8 Amendment . This Agreement may not be amended or modified except by a writing signed by all of the parties.

13.9 Extensions; Waivers . Any party may, for itself only, (i) extend the time for the performance of any of the obligations of any other party under this Agreement, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

13.10 Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

13.11 Counterparts; Effectiveness . This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, which delivery may be made by exchange of copies of the signature page by facsimile or other electronic transmission.

13.12 Construction . This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant

relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. Time is of the essence in the performance of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

FRANK'S INTERNATIONAL N.V.

By: /s/ Gary P. Luquette

Name: Gary P. Luquette

Title: President and Chief Executive Officer

Indemnitee

/s/ Daniel A. Allinger

Signature

Name: Daniel A. Allinger

Exhibit 10.13

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) dated the 4th day of August, 2015, by and between Frank’s International N.V., a public limited liability company organized and existing under the laws of The Netherlands (the “ Company ”), and Alejandro Cestero, an individual (“ Indemnitee ”).

RECITALS

B. The current uncertainties relating to the availability of adequate insurance have increased the difficulty of attracting and retaining competent and experienced persons to serve in such capacity.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and covenants contained herein, the Company and Indemnitee hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth below:

“ Applicable Law ” means the laws of The Netherlands.

“ Liability Insurance ” means such director and officer liability insurance (or the equivalent), which the Company purchases for the benefit of its directors and officers.

“ Management Board ” means the management board of the Company.

deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.

ARTICLE 2

SERVICES TO THE COMPANY

ARTICLE 3

INDEMNIFICATION

3.4 Exclusions . Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:

(d) For any Legal Action arising out of, based upon or attributable to the committing in fact by the Indemnitee of any deliberate criminal or deliberate fraudulent act.

ARTICLE 4

ADVANCEMENT OF EXPENSES

4.2 Exclusions . Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 3.4.

ARTICLE 5

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

ARTICLE 6

PROCEDURES AND PRESUMPTIONS FOR THE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

ARTICLE 7

LIABILITY INSURANCE

ARTICLE 8

REMEDIES OF INDEMNITEE

ARTICLE 9

NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS

ARTICLE 10

DEFENSE OF PROCEEDINGS

the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal Action.

ARTICLE 11

SETTLEMENT

ARTICLE 12

DURATION OF AGREEMENT; PERIOD OF LIMITATIONS

ARTICLE 13

MISCELLANEOUS

If to the Company:

Frank’s International N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, The Netherlands

Attention: Alejandro Cestero

Facsimile: (281) 558-2980

with a copy to:

Frank’s International N.V.

10260 Westheimer Rd.

Houston, Texas 77042

Attention: Alejandro Cestero

Facsimile: (281) 558-2980

If to Indemnitee:

Alejandro Cestero

10260 Westheimer, Suite 700

Houston, TX 77042

Facsimile: (281) 558-2980

13.6 Headings . The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

13.7 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

13.8 Amendment . This Agreement may not be amended or modified except by a writing signed by all of the parties.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

FRANK'S INTERNATIONAL N.V.

By: /s/ Gary P. Luquette

Name: Gary P. Luquette

Title: President and Chief Executive Officer

Indemnitee

/s/ Alejandro Cestero

Signature

Name: Alejandro Cestero

Exhibit 10.14

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) dated the 19th day of October, 2015, by and between Frank’s International N.V., a public limited liability company organized and existing under the laws of The Netherlands (the “ Company ”), and Ozong E. Etta, an individual (“ Indemnitee ”).

RECITALS

B. The current uncertainties relating to the availability of adequate insurance have increased the difficulty of attracting and retaining competent and experienced persons to serve in such capacity.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and covenants contained herein, the Company and Indemnitee hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth below:

“ Applicable Law ” means the laws of The Netherlands.

“ Liability Insurance ” means such director and officer liability insurance (or the equivalent), which the Company purchases for the benefit of its directors and officers.

“ Management Board ” means the management board of the Company.

deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.

ARTICLE 2

SERVICES TO THE COMPANY

ARTICLE 3

INDEMNIFICATION

3.4 Exclusions . Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:

(d) For any Legal Action arising out of, based upon or attributable to the committing in fact by the Indemnitee of any deliberate criminal or deliberate fraudulent act.

ARTICLE 4

ADVANCEMENT OF EXPENSES

4.2 Exclusions . Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 3.4.

ARTICLE 5

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

ARTICLE 6

PROCEDURES AND PRESUMPTIONS FOR THE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

ARTICLE 7

LIABILITY INSURANCE

ARTICLE 8

REMEDIES OF INDEMNITEE

ARTICLE 9

NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS

ARTICLE 10

DEFENSE OF PROCEEDINGS

the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal Action.

ARTICLE 11

SETTLEMENT

ARTICLE 12

DURATION OF AGREEMENT; PERIOD OF LIMITATIONS

ARTICLE 13

MISCELLANEOUS

If to the Company:

Frank’s International N.V.

Prins Bernhardplein 200

1097 JB Amsterdam, The Netherlands

Attention: Alejandro Cestero

Facsimile: (281) 558-2980

with a copy to:

Frank’s International N.V.

10260 Westheimer Rd.

Houston, Texas 77042

Attention: Alejandro Cestero

Facsimile: (281) 558-2980

If to Indemnitee:

Ozong E. Etta

10260 Westheimer, Suite 700

Houston, TX 77042

Facsimile: (281) 558-2980

13.6 Headings . The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

13.7 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

13.8 Amendment . This Agreement may not be amended or modified except by a writing signed by all of the parties.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

FRANK'S INTERNATIONAL N.V.

By: /s/ Gary P. Luquette

Name: Gary P. Luquette

Title: President and Chief Executive Officer

Indemnitee

/s/ Ozong E. Etta

Name: Ozong E. Etta

Exhibit 10.20

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (“Agreement”) is entered into by Brian Baird (hereinafter “You” or “Your”) and Frank’s International, LLC (hereinafter “Company”). You agree to the terms of this Agreement in consideration of the following:

1. Last Day of Employment (Separation Date) . Per your request, your last day of employment with the Company is June 30, 2015, unless the Company, in its discretion, may decide to release you earlier for reasons other than set forth below. In order to remain on the payroll until the aforementioned date and receive the Consideration set forth in Paragraph “2” below, you are required to: 1) continue to perform your duties to the satisfaction of the Company, (2) comply with all company policies and procedures, (3) and assist with transition duties, and additional projects, when and as needed. If you fail to comply with the obligations set forth above or voluntarily resign before the Separation Date, you will be removed from the payroll and forfeit eligibility for the Consideration set forth in Paragraph “2” below.

2. Consideration. After your employment ends on June 30, 2015 (hereinafter “Separation Date”), and you comply with the conditions set forth below, you will receive;


a.	$822,198 of pay, minus federal and state withholdings as severance pay;


b.	Payment for accrued and unused vacation and sick leave;

Long Term Incentives including (i) the vested and unvested Executive Deferred Compensation Plan balance as of Separation Date, (ii) the vested and unvested Restricted Stock Unit grants issued pursuant to the Company’s 2013 Long Term Incentive Plan, and (iii) the vested balance of the Frank’s International, Inc. Employees’ 401K Plan, in each case per the applicable plan documents (collectively, the “Incentive Plans”); and


d.	Up to 18 months of COBRA subsidy for group health plans.

3. Release. In exchange for, and subject to your receipt of, the above consideration, you now agree to the following terms:

You hereby release and forever discharge, for you, your heirs, executors, administrators, legal representatives and assigns, the Company, its predecessors, successors, assigns, officials, officers, Board members, employees, subsidiaries, affiliated entities, agents, lessees, managers, underwriters and insurers, and every other person, firm, underwriter, insurer, partnership, organization or corporation, hereinafter referred to as “the Parties to be Released,” who might be, or might hereafter become liable for any and all claims, debts, damages and causes of action of whatsoever nature, whether known or unknown, whether growing out of tort, contract, quasi-contract, compensation, employment discrimination, or otherwise, including, but not limited to, the U. S. Constitution and laws of the United States, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (“ADEA”), the laws of the State of any state which may provide you, or an heir, executor, administrator, legal representative and/or assign of you, with a cause of action for damages or injunctive relief, including but not limited to, breach of contract, liquidated damages, compensatory damages, wages, emotional or psychological damage

or distress, punitive damages, attorney's fees, medical and health insurance benefits, vacation benefits, penalties, interest, costs, employment, reemployment, or any other legally or equitably recoverable categories of relief which you have or may have against the Parties to be Released, their current or former officers, current or former employees, current or former managers, current or former members of the Board of Directors, directly or indirectly connected with your employment with the Company. You also agree to not seek employment with the Company in the next six months from Separation Date.

You acknowledge that you have had a reasonable opportunity to consider this Agreement. You understand and acknowledge that the payment to you of the amounts provided for herein will constitute receipt by you of consideration to which you are otherwise not entitled and that such amounts are sufficient to support this Agreement. You further acknowledge that you are not relying upon any representations, assertions, promises, assumed action or inaction, of any other person in entering into this Agreement. You acknowledge that the Parties' complete agreement is contained in this document. You are signing this Agreement knowingly and willingly and have been advised to confer regarding it with counsel of his choice. You also agree that nothing in this Agreement is to be construed as an admission of liability of any nature.

4. Covenant Not to Sue. You represent that you have not filed any claims, lawsuits or actions with any local, state, or federal court against the Company and agree not to do so based on any matter covered by this release of claims. You acknowledge that if you violate this Agreement by filing or bringing any claims, or actions contrary to this paragraph, except for filing a charge or complaint with the Equal Employment Opportunity Commission, in addition to any other remedies that may be available to the Company including, but not limited to, remedies for breach of contract, you will pay all costs and expenses of the Company in defending against such claims, or actions brought by you, including reasonable attorney’s fees.

5. Non-Disparagement. You agree to not make any disparaging or negative comments about the Company, its customers and its suppliers, and their respective managers, executives, employees and representatives, and the Company agrees not to make any disparaging or negative comments about you. A violation or threatened violation of this Section by either party may be enjoined by the courts. The rights afforded the Company, its affiliates, and you under this provision are in addition to any and all rights and remedies otherwise afforded by law.

6. Confidentiality. You agree to keep the terms and existence of this Agreement confidential to the extent allowed by law. You shall not voluntarily disclose the contents of this Agreement to other persons or third parties unless such disclosure (a) is consented to in writing by both parties, or (b) compelled by legal process such as subpoena or court or administrative order, or Securities and Exchange Commission filing. In the event of such legal process, the party receiving such process shall promptly notify the other party to this Agreement in writing of such process in order to allow the other party the opportunity to oppose the disclosure of this Agreement or its contents.

to be Released to contest said subpoena(s) and/or orders. You further will not respond to any request prior to the resolution of any challenge by the Parties to be Released to said subpoena(s) and/or orders.

You further acknowledge you have or have had access to confidential information. You agree to keep confidential any information obtained through the performance of your duties unless ordered to disclose such information by a court of law. For purposes of this Agreement, “Confidential Information” means all (i) non-public information, (ii) knowledge, (iii) data, (iv) trade secrets (i.e., anything that gives the Company a competitive advantage), (v) proprietary information, (vi) confidential information, or (vii) information provided to the Company by its customers, suppliers, contractors, subcontractors, agents or representatives (regardless of whether the Company is contractually obligated to keep such information confidential), obtained by you from or through the Company during the course of your employment with the Company, concerning the business or affairs of the Company or the Company’s customers, suppliers, contractors, subcontractors, agents or representatives. You also agree to return all documents and electronically stored data which relate to work performed by you (except for your contacts, personal data and documents, and documents that you may retain for use as form files on the express condition that you remove all confidential information from such documents prior to using them as forms) and all company owned property.

7. Future Cooperation after Separation Date. After separation, you agree to make reasonable efforts to assist the Company including but not limited to: assisting with transition duties, assisting with issues that arise after separation of employment and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse you for reasonable time and expenses in connection with any future cooperation after the separation date. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse you within 30 days of remittance by you to the Company of such time and expenses incurred, but in no event later than the end of the Employee’s tax year following the tax year in which you incur such time and expenses and such reimbursement obligation shall remain in effect for five years and the amount of expenses eligible for reimbursement hereunder during your tax year will not affect the expenses eligible for reimbursement in another tax year.

8. Non-solicitation. You acknowledge and recognize the highly competitive nature of the business of the Company. Without the express written permission of the Company, you agree that you will not for a period of two (2) years from the separate date, directly or indirectly solicit or hire employees of the Company for employment. Notwithstanding the foregoing, the restrictions of this Section 8 shall not apply with respect to an employee who responds to a general solicitation that is not specifically directed at employees of the Company or any of its affiliates.

9. Property . Subject to your right to retain certain files, documents and data as described in Section 6, you agree to return all Company property in your possession including, but not limited to vehicles, keys, access cards / devices, mobile phones, computers, laptops, external hard drives, flash and jump drives, credit cards and all files, documents, and records relating to the business affairs of the Company in whatever medium and of whatever kind of type.

You further agree that should it subsequently be determined by the Company that, notwithstanding the foregoing certification, you have inadvertently failed to return all proprietary or confidential information or documents in your possession or control related to the business and affairs of the Company, you will be obligated to promptly return to the Company such proprietary or confidential information and documents in your possession or control relating to the business and affairs of the Company.

10. 409A. Under the requirements of Section 409A of the Internal Revenue Code, because the Company is publicly traded, if a covered executive is a “specified employee” and the total amount of separation allowance payments payable in the first six months following the covered executive’s termination of employment under this and any other program, policy, plan or agreement with the Company and/or any of its affiliates exceeds an applicable limit and all payments will not be made within 2½ months following the end of the calendar year in which the covered executive’s employment was terminated, then the Company will delay any payment that would cause the applicable limit to be exceeded and the payments will resume, without interest, beginning with the first regular payroll cycle that is six months following termination of employment. The applicable limit under Section 409A is an amount equal to the lesser of (A) two times the covered executive’s base annual rate of salary during the calendar year immediately preceding the year of his or her employment termination and (B) $530,000 (for 2015), subject to adjustment for later years under the Internal Revenue Code. The Plans Administration Committee will identify the covered executives who are specified employees in accordance with any method permitted under Section 409A and it will advise a covered executive if the specified employee delay applies to him or her.

11. Review Period. You acknowledge and certify you have been allowed up to forty-five (45) days to consider this Agreement. You understand by signing this Agreement before the expiration of forty-five (45) days, you are waiving the balance of the period.

12. Revocation. You understand you may revoke your acceptance of this Agreement at any time within seven (7) days after you execute it by sending written notice of any revocation to the Company during which time the payments set forth will be held in abeyance.

If you want to revoke this Agreement, you must deliver a written revocation to Dan Allinger, Senior Vice President, Global Human Resources at 10260 Westheimer, Suite 700, Houston, TX 77042 within 7 days after you signed this Agreement.

13. Supersedes Prior Agreements. Any and all previous written or verbal employment agreements or understandings between you and the Company regarding the termination of your employment with the Company are hereby revoked and cancelled This Agreement does not, however, supersede, revoke, or cancel your obligations to the Company under any preexisting agreements, including but not limited to confidentiality agreement, non-compete agreement or other agreement which sets forth obligations you have to the Company which, pursuant to such agreement, survive your termination from the Company, except to the extent that the terms of such preexisting agreements are inconsistent with the terms of this Agreement in which case this Agreement shall control. This Agreement will be administered by Dianne Todd, Regional HR Manager, who will also resolve any

issues regarding the interpretation, implementation, or administration of the benefits described above. However, the provision should not be construed to limit your legal rights if a disagreement exists to contest the decision of the Company.

14. Payment. After your last day of active work and once the Company receives your executed Agreements and the seven (7) day revocation period has expired, the Company will issue your severance payment in a lump sum, minus appropriate state and federal withholdings, in the Company’s next scheduled payroll.

15. Severability. The invalidity or unenforceability of a term or provision of this Agreement should not affect the validity or enforceability of any other term or provision of this Agreement, which will remain in full force and effect. Any titles or headings in this Agreement are for convenience only and shall have no bearing on the interpretation of this Agreement.

THIS SEPARATION AND GENERAL RELEASE AGREEMENT signed on this 30th day of June, 2015.



EMPLOYEE:		FRANK’S INTERNATIONAL, LLC

/s/ Brian Baird	BY:	/s/ Gary P. Luquette
Signature		Signature



Brian Baird		President and Chief Executive Officer
Printed Name		Title

Exhibit 10.21

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (“Agreement”) is entered into by John Sinders (hereinafter “You” or “Your”) and Frank’s International, LLC, on behalf of itself and its affiliates (hereinafter “Company”). You agree to the terms of this Agreement in consideration of the following:

1. Last Day of Employment (Separation Date) . Your last day of employment with the Company shall be December 31, 2015, unless the Company, in its discretion, may decide to release you earlier for reasons other than set forth below. In order to remain on the payroll until the aforementioned date and receive the Consideration set forth in Paragraph “2” below, you are required to: (1) continue to perform your duties to the satisfaction of the Company, (2) comply with all company policies and procedures, (3) and assist with transition duties, and additional projects, when and as needed. If you fail to comply with the obligations set forth above, or voluntarily resign before the Separation Date, or both parties have mutually agreed to waive the requirements set forth herein, you will be removed from the payroll and forfeit eligibility for the Consideration set forth in Paragraph “2” below.

2. Consideration. After your employment ends on December 31, 2015 (hereinafter “Separation Date”), and you comply with the conditions set forth in this Agreement, you will receive;


a.	The amount equal to 100% individual achievement of your 2015 Short Term Incentive (STI) target based upon the STI corporate results achieved and approved to pay per the STI plan.


c.	Reimbursement of up to 18 months of COBRA subsidy for group health plans.


d.	Payment for accrued and unused vacation and sick leave;


e.	Consulting Services Agreement. See Annex A hereto.

3. Release. In exchange for, and subject to your receipt of, the above consideration, you agree to the following terms:

Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (“ADEA”), the laws of the State of any state which may provide you, or an heir, executor, administrator, legal representative and/or assign of you, with a cause of action for damages or injunctive relief, including but not limited to, breach of contract, liquidated damages, compensatory damages, wages, emotional or psychological damage or distress, punitive damages, attorney's fees, medical and health insurance benefits, vacation benefits, penalties, interest, costs, employment, reemployment, or any other legally or equitably recoverable categories of relief which you have or may have against the Parties to be Released, their current or former officers, current or former employees, current or former managers, current or former members of the board of directors, directly or indirectly connected with your employment with the Company.

You agree to notify the Company immediately in any circumstance in which you are served with a purported order of court and/or subpoena or any request for information enforceable by law regarding your employment with the Company. You will not in any manner oppose any effort by the Company to be released to contest said subpoena(s) and/or orders. You further will not respond to any request prior to the resolution of any challenge by the Company to be released to said subpoena(s) and/or orders.

keys, access cards / devices, mobile phones, computers, laptops, external hard drives, flash and jump drives, credit cards and all files, documents, and records relating to the business affairs of the Company in whatever medium and of whatever kind of type.

termination from the Company, except to the extent that the terms of such preexisting agreements are inconsistent with the terms of this Agreement in which case this Agreement shall control. This Agreement will be administered by Dianne Todd, Regional HR Manager, who will also resolve any issues regarding the interpretation, implementation, or administration of the benefits described above. However, the provision should not be construed to limit your legal rights if a disagreement exists to contest the decision of the Company.



EMPLOYEE:		FRANK’S INTERNATIONAL, LLC

/s/ John W. Sinders	BY:	/s/ Daniel A. Allinger
Signature		Signature


John W. Sinders		SVP, Global HR
Printed Name		Title

ANNEX A

FORM OF CONSULTING SERVICES AGREEMENT- JOHN SINDERS

(ATTACHED HERETO)

ANNEX A

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into this 11th day of November, 2015 to be effective as of the 1st day of January, 2016 (the “Effective Date”), by and between FRANK’S INTERNATIONAL, LLC , a Texas corporation, on behalf of itself and its affiliates (“FI”), with a business address at 10260 Westheimer Rd., Houston, Texas 77042, and John Sinders an individual with an address at 2929 Westheimer, Apartment 319, Houston, TX 77098 (the “Consultant”).

RECITALS :

A. FI is desirous of retaining Consultant to perform the consulting services and work described in this Agreement (including any Exhibits hereto) (the “Services”), and Consultant desires to perform the Services in accordance with the terms and conditions of this Agreement.

AGREEMENTS :

NOW, THEREFORE , in consideration for the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FI and Consultant hereby agree as follows:

1. Engagement . FI engages Consultant to render the Services, and Consultant agrees to provide such Services, as provided in this Agreement.

2. Term . The term of this Agreement shall commence on the Effective Date, and continue until the earlier of (i) twelve (12) months; or (ii) or upon mutual agreement of termination. Notwithstanding the forgoing, the Term may only be extended upon the express written agreement of the parties hereto.

3. Services .

3.1 In General .


(a)	Services requested from the Consultant can only be approved by the VP of Corporate Development and Planning or the Chief Executive Officer;


(b)	While the majority of services will be of the oral advisory, professional expertise and consultative, a separate Statement of Work will not be required;

(c)

If a tangible deliverable is requested of the Consultant, the request will be agreed to in writing by the parties and/or amended on or after the Effective Date and considered as Statements of Work (collectively, a “Statement of Work”) describing the separate services and tasks to be performed by Consultant (separately, a “Task”, and collectively, the “Tasks”), and shall list the tangible items to be delivered by Consultant to FI with respect to each such Task (separately, a “Deliverable”, and collectively, the “Deliverables”).

3.4 Status Meetings; Access . Consultant’s representatives shall meet with FI to discuss and report on the progress on the Tasks upon FI reasonable request, which request shall be reasonable as to frequency, time, place and desired attendees. FI shall provide Consultant reasonable access to FI materials, system and personnel required to perform the Services.

4. Fees .

4.1 Amount and Payment Dates .


(a)	A monthly retainer in the amount of ten thousand dollars ($10,000) will be paid to the Consultant as compensation for up to twenty (20) hours of services per month. The Consultant shall deploy the 20 hour budget as requested by the Company during each month.

(b)

If the requested services for a particular month are projected to exceed the monthly retainer hours outlined in 4.1(a), Consultant shall consult with and receive prior approval from the VP of Corporate Development and Planning or Chief Executive Officer. Consultant will be compensated five hundred dollars ($500.00) per hour for approved hours in excess of the monthly retainer hours outlined in 4.1(a) above.

4.2 Expenses. FI will reimburse Consultant for all actual out of pocket expenses reasonably incurred by Consultant in performing services under this Agreement. Amounts reimbursable by FI to Consultant hereunder shall be paid by FI to Consultant within thirty (30) business days after FI receipt of Consultant’s invoice therefor, together with copies of receipts and such other backup as FI may reasonably request for any particular expense items in excess of $100. Expense items in excess of $100 must be approved in advance by FI.

5. Personnel .

5.1 Designated Personnel . This agreement is personal to Consultant and may not be assigned. Consultant acknowledges that he is available for this assignment and agrees that he will each remain available throughout the Term.

6. Change of Scope . Notwithstanding any other provision of this Agreement, no Statement of Work may be modified or amended without the prior written consent of a duly authorized officer of FI. In that regard, if at any time during the Term of this Agreement FI desires Consultant to provide any additional services which would require a modification of or a change to a Statement of Work, Consultant and FI shall comply with the following:

6.1 Submission of Request . FI shall submit to Consultant in writing all requests by FI for any such additional services which alter, amend, enhance, add to, or delete from the Tasks, the Deliverables or the Deliverable Due Dates (as applicable) set forth on each Statement of Work and/

or time and/or place of performance thereof (hereinafter referred to as “Modification/Change Request”).

6.2 Acceptance Procedure . Within ten (10) business days after Consultant’s receipt of the Modification/Change Request, Consultant will (i) evaluate such Modification/Change Request at no additional charge to FI, and (ii) provide FI with a written proposal for implementing such Modification/Change Request (the “Response Proposal”). The Response Proposal shall include a revised Statement of Work and shall include a statement of the availability of Consultant’s personnel and resources, and the impact, if any, on the Deliverables, the Deliverable Due Dates and Deliverable Prices. In the event that FI elects to proceed with the completion of such Response Proposal, FI will execute the Response Proposal and return it to Consultant (such Response Proposal that has been executed by FI being referred to herein as an “Accepted Proposal”).

6.3 Performance . Upon Consultant’s receipt of any Accepted Proposal, Consultant will commence performance in accordance with such Accepted Proposal immediately. Consultant shall not be obligated to perform any additional services in advance of Consultant’s receipt of the executed Accepted Proposal from FI.

6.4 Binding Agreement . For the purposes of this Agreement, each Accepted Proposal shall automatically be deemed incorporated into this Agreement and each such Accepted Proposal shall constitute a formal amendment to this Agreement amending the Tasks, the Deliverables, the Deliverable Due Dates, and the Deliverable Prices as set forth in such Accepted Proposal. In no event shall the Services be deemed altered, amended, enhanced, or otherwise modified except through an Accepted Proposal in accordance with this Section 6.

7. Inventions and Creations .

7.1 Ownership . FI shall be the sole and exclusive owner of the Deliverables and any and all inventions, discoveries, improvements or creations, including, without limitation, the Deliverables (collectively, “Creations”) which Consultant conceives or makes in connection with the Services in any way, except for such portions of the Deliverables containing intellectual property belonging to other third parties, the use of which other third parties’ intellectual property with respect to the Deliverables has been duly licensed by Consultant (and is sublicensed to FI) as part of the Services. Consultant agrees that all copyrightable works created by Consultant or under Consultant’s direction in connection with this Agreement are “works made for hire” and shall be the sole and complete property of FI and that any and all copyrights to such works shall belong to FI. To the extent any of the works described in the preceding sentence are not deemed to be “works made for hire,” Consultant hereby assigns all proprietary rights, including copyright, in these works to FI without further compensation. All of Consultant’s intellectual property in existence as of the Effective Date, and all other intellectual property developed by Consultant after the Effective Date not arising out of or relating to the Services is herein referred to collectively as the “Consultant IP”.

7.2 Further Assurances . Consultant further agrees to (i) disclose promptly to FI all such Creations which Consultant has made or may make solely, jointly or commonly with others in connection with the Services, (ii) assign all such Creations to FI, and (iii) execute and sign any and all applications, assignments or other instruments which FI may deem necessary in order to enable

FI, at FI expense, to apply for, prosecute and obtain copyrights, patents or other proprietary rights in the United States and foreign countries or in order to transfer to FI all right, title and interest in said Creations.

8. Confidentiality .

8.1 Confidential Information Defined . For purposes of this Agreement, “Confidential Information” means (i) any information that one party hereto receives from the other party hereto that is marked as “confidential”, the “Deliverables”, (iii) the terms of this Agreement, or (iv) any information received by one party hereto regarding the other party’s plans, strategies, processes, methodologies, trade secrets, or other information which should reasonably be understood to be confidential or proprietary, but shall not include any information which was at the time of disclosure to the receiving party (1) in the public domain without fault of the receiving party; (2) known by the receiving party through another source not subject to an obligation of confidentiality to the disclosing party; (3) independently developed by the receiving party; or (4) compelled to be disclosed by legal process, law or securities exchange requirement, provided that the party whose Confidential Information is to be disclosed has first been given a reasonable opportunity to seek a protective order or other protection for its Confidential Information.

8.2 Nondisclosure . Each party shall keep confidential and not disclose to any third party or use for its own benefit, except as expressly permitted herein, or for the benefit of any third party, any Confidential Information disclosed by the other party to it. Each party agrees to secure and protect the Confidential Information of the other in the same manner as it would secure and protect its own Confidential Information and agrees to take appropriate action by instruction or agreement with its employees, agents, consultants and advisors who are permitted access to the Confidential Information to satisfy its obligations hereunder. Each party shall cooperate with and assist the other in identifying and preventing any unauthorized use, copying or disclosure of the Confidential Information.

8.3 Return of Confidential Information . Upon the expiration or earlier termination of this Agreement for any reason and provided that the disclosing party is not in default of its obligations hereunder, the receiving party shall immediately turn over to the disclosing party all documents, disks or other magnetic media, or other material in the receiving party’s possession or under its control that may contain the disclosing party’s Confidential Information; provided, however, that Consultant shall be entitled to keep copies of all of its working papers relating to the Services for archival and audit purposes, subject to Consultant’s confidentiality obligations set forth in this Agreement.

9. Warranties; Disclaimer; Limitation of Liability ; Indemnity

9.1 Warranties . Consultant represents, warrants and covenants to FI that (i) Consultant shall perform the Services hereunder in accordance with all reasonable professional standards for similar services; (ii) the Deliverables will be the original work of Consultant or the work of its independent contractors; (iii) the Deliverables are and shall remain free of any claim of infringement of any trade secret, trade mark, trade name copyright, patent or any other registered intellectual property right of any third party. If the Deliverables include the work of independent contractors,

Consultant shall have agreements in place with such third parties which contain provisions assigning all necessary rights, title and interest in, to and under the Deliverables sufficient for Consultant to grant the ownership interests and licenses that it purports to grant to FI hereunder, and Consultant will provide evidence reasonably satisfactory to FI of such agreements. With respect to the Services to be provided by Consultant hereunder, Consultant hereby warrants and agrees to utilize only (A) Consultant IP, and (B) third-party owned intellectual property with respect to which Consultant has obtained all requisite licenses and other rights necessary for Consultant’s use and sublicense thereof.

9.2 Remedy for Breach of Warranty . For a period of not less than twelve (12) months after completion of all of the Services, Consultant shall, at no additional cost to FI, re-perform Services that do not materially comply with the warranties set forth in Section 9.1.

9.3 INDEMNITY . CONSULTANT SHALL DEFEND, INDEMNIFY AND HOLD COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY CLAIMS, LOSSES, DEMANDS, LIABILITIES, SUITS, COSTS OR EXPENSES OF ANY KIND (INCLUDING WITHOUT LIMITATION ATTORNEYS FEES AND COURT COSTS) INCURRED BY COMPANY AND ARISING OUT OF THE DUTIES PERFORMED BY CONSULTANT OR RELATED ACTIVITIES UNDER THIS AGREEMENT. THESE PROVISIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL BE LIBERALLY CONSTRUED IN FAVOR OF COMPANY.

Notwithstanding anything to the contrary under the Agreement, Consultant’s aggregate liability under this Agreement shall be limited to the lesser of fees collected or One Hundred Thousand Dollars ($100,000.00) under the Agreement. Consultant shall INDEMNIFY the Company from and against any and all CLAIMS/LOSSES that are the result of intentional, wilful, or gross negligence. This Clause shall survive the expiry or termination of the AGREEMENT.

10. Termination .

10.1 General . This Agreement or any particular Statement of Work may be terminated by either party in the event of (i) the occurrence of any of the events set forth in Sections 3 or 5; (ii) any (A) material default in, or material breach of, any of the terms and conditions of this Agreement or such Statement of Work by the other party, or (B) failure of FI to pay any amount due and payable hereunder on or prior to the due date therefor, which default continues in effect after the defaulting party has been provided with written notice of default and fifteen (15) days to cure such default; (iii) the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to either party of its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect, that authorizes the reorganization or liquidation of such party or its debt or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of such party’s property; (iv) the other party’s consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it; (v) the other party’s making a general assignment for the benefit of creditors, the other party’s becoming insolvent, or the other party taking any corporate action to authorize any of the foregoing; or (vi) with five

(5) days written notice if FI terminates the Agreement or Statement of Work and with thirty (30) days written notice if Consultant terminates the Agreement or Statement of Work.

10.2 Failure to Deliver Deliverable by Deliverable Due Date . In the event that Consultant fails to deliver a Deliverable within fifteen (15) days after the applicable Deliverable Due Date, then FI shall be entitled to provide Consultant with written notice of such failure (the “Failure Notice”) and Consultant shall have an additional fifteen (15) days from Consultant’s receipt of such Failure Notice within which to deliver such Deliverable to FI. If Consultant fails to deliver the Deliverable within such additional fifteen (15) day cure period, then FI shall be entitled for a period of ten (10) days following the expiration of such fifteen (15) day cure period within which to terminate this Agreement or the applicable Statement of Work upon written notice to Consultant. In the event that FI fails to terminate this Agreement or Statement of Work within such ten (10) day period, then FI shall be deemed to have waived it right of termination under this Section 10.2 with respect to that Failure Notice; provided, however, that FI shall be entitled to repeat the procedure set forth in this Section 10.2 with respect to such late Deliverable or any other Deliverable that is not delivered within fifteen (15) days after the applicable Deliverable Due Date by providing Consultant with an additional Failure Notice.

10.3 Obligations Upon Termination .

(a) Upon the termination of this Agreement or any particular Statement of Work pursuant to this Section 10 or Section 2, FI shall immediately pay Consultant all fees, costs and expenses owed to or incurred by Consultant up to the Effective Date of such termination; provided, however, that with respect to any Deliverable that has not been accepted by FI before the effective date of such termination, FI shall pay to Consultant a portion of the applicable Deliverable Price based upon the portion of the work completed by Consultant with respect to such Deliverable as of the effective date of such termination.

(b) Immediately after termination of this Agreement pursuant to this Section 10 or Section 2, Consultant shall return to FI any and all Confidential Information in accordance with Section 8.3. In addition, FI shall return to Consultant any Deliverables or portion thereof that were delivered to FI but have not been paid for by FI as the date of such termination.

(c) Following the completion of the actions described in Sections 10.3(a) and 10.3(b), the parties shall have no further obligations pursuant to the terms of the Agreement, except as to those provisions of this Agreement that specifically survive the termination of this Agreement.

11. Injunction . In the event of a breach or threatened breach by either of the parties hereto of Sections 7 or 8 of this Agreement, the parties agree that the non-breaching party, in addition to and not in limitation of any other rights, remedies or damages available to the non-breaching party at law or in equity, shall be entitled to a permanent injunction without the necessity of proving actual monetary loss in order to prevent or restrain any such breach by the breaching party or by the breaching party’s partners, agents, subcontractors, representatives, servants, employees and/or any and all persons directly or indirectly acting for or with the breaching party. It is expressly understood between the parties that this injunctive or other equitable relief shall not be the non-breaching party’s exclusive remedy for any breach of this Agreement, and the non-breaching party shall be entitled

to seek any other relief or remedy which it may have by contract, statute, law or otherwise for any breach hereof.

12. Other Provisions .

12.1 Assignment . Consultant may not assign or delegate this Agreement or any of its rights or duties under this Agreement to any other person or entity without the prior written consent of FI. FI may assign its rights and obligations under this Agreement to any affiliate of FI, to a successor-in-interest in connection with a merger, acquisition or consolidation or by operation of law, or to the purchaser in connection with the sale of, all or substantially all of the business operations of FI to which the subject matter of this Agreement relates, without the prior written consent of Consultant.

12.2 Laws . This Agreement shall be construed, interpreted and governed by the laws of the State of Texas, without giving effect to any conflicts of law principles. Any action, suit, or proceeding arising out of, based on, or in connection with this Agreement or any breach of this Agreement may be brought only in a court located in Houston, Harris County, Texas, USA, and each party covenants and agrees not to contest the jurisdiction or venue of such courts.

12.3 Entire Agreement; No Waiver . This Agreement, including all Exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes and cancels all previous and contemporaneous agreements and commitments with respect to the subject matter hereof. No provisions of this Agreement may be waived, changed, terminated, modified or discharged, orally or otherwise, except by a writing of subsequent date hereto which is executed by a party against whom the waiver, charge, termination, modification or discharge is sought to be enforced. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. Forbearance or neglect on the part of either party to insist upon strict compliance with the terms of this Agreement shall not be construed as or constitute a waiver thereof.

12.4 Relationship . The relationship of Consultant and FI established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to constitute the parties as partners, joint venturers, co-owners, agents, fiduciaries or otherwise as participants in a joint or common undertaking. Nothing in this Agreement shall establish an employer/employee relationship between FI and Consultant. It is understood that Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold Consultant out as an employee of Company. Additionally, since Consultant is working on a contractor basis, the Company will not provide any of the medical treatment, insurance or other social welfare to the Consultant.

12.5 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually, or taken together, shall bear the signatures of all of the parties reflected hereon as signatories. The parties to this Agreement further agree that facsimile signatures may be considered

an original for all purposes, including, but not limited to, execution of this Agreement and enforcement of this Agreement.

12.6 Severance . In the event any provision hereof, or the application thereof in any circumstances, is held to be invalid, illegal or unenforceable by a final or unappealable order, decree or judgment of any court, the provision in question shall be deemed replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision within the jurisdiction of such court and the Agreement shall otherwise remain in full force and effect in such jurisdiction and in its entirety in other jurisdictions.

12.7 Priority . In the event of any conflict between this Agreement and any Exhibit hereto, this Agreement shall prevail for all purposes.

12.8 Survival . In the event of the expiration or termination of this Agreement, those Sections (including, without limitation, Sections 7, 8, 9 and 10) which by their nature are intended by the parties to survive shall survive and continue in effect to the extent necessary to protect the rights of the parties.

12.9 Attorneys Fees . In the event of any dispute between the parties regarding this Agreement, the prevailing party shall be entitled to be reimbursed for such prevailing party’s attorneys fees and costs of court by the non-prevailing party.

12.11 Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties.

13. Notices .

13.1 Delivery . All notices under this Agreement must be in writing and will be deemed given: (a) upon being delivered personally; (b) upon being sent by both confirmed facsimile and e-mail; (c) five (5) days after having been sent by registered or certified mail, return receipt requested; or (d) three (3) days after deposit with a commercial overnight carrier specifying two day delivery, with written verification of receipt.

13.2 Address . All communications will be sent to the respective addresses of Consultant and FI set forth on the signature page to this Agreement or to such other addresses as may be designated by a party upon prior written notice to the other party.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the Effective Date.



CONSULTANT :		FRANK’S INTERNATIONAL, LLC :



By:	/s/ John W. Sinders	By:	/s/ Gary Luquette
Name:	John W. Sinders	Name:	Gary Luquette
		Title:	Chief Executive Officer

Address for Consultant:		Address for FI:
		10260 Westheimer, Suite 700
		Houston, Texas 77042
		USA

		Attention:
		Alex Cestero,
		SVP, General Counsel and Secretary -
		Legal Department

Exhibit 10.22

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (this “ Agreement ”) is entered into by and between Donald Keith Mosing (“ Executive ”), Frank’s International LLC (the “ Employer ”), and Frank’s International N.V. (“ FINV ,” and collectively with the Employer, the “ Company ”). The Company and Executive are referred to herein individually as a “ Party ” and collectively as the “ Parties .” Capitalized terms not defined in this Agreement shall have the meaning given such terms in the Employment Agreement (as defined below).

WHEREAS , the Company and Executive previously entered into (a) an employment agreement dated October 30, 2014, as amended on January 23, 2015 (as amended, the “ Employment Agreement ”); (b) a Restricted Stock Unit award agreement dated August 14, 2013, including Exhibit A thereto, and as amended effective June 30, 2014 (as amended, the “ 2013 RSU Award ”); and (c) a Restricted Stock Unit award agreement dated February 23, 2015 (the “ 2015 RSU Award , ” and collectively with the 2013 RSU Award, the “ RSUs ”); and

WHEREAS , Executive is eligible for certain deferred compensation pursuant to the Frank’s Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (the “ EDC Plan ”); the Parties acknowledge that payments under the EDC Plan are not subject to a Release and are not consideration for this Agreement; and

WHEREAS , other than as set forth above, there are no other agreements or understandings between the Parties regarding Executive’s employment status, compensation, or benefits; and

WHEREAS , Executive’s employment with the Employer will be terminated pursuant to Section 5.2 of the Employment Agreement as of the Separation Date, defined below; and

WHEREAS , the Company wishes to provide Executive with certain payments and benefits, as set forth in the Employment Agreement and otherwise, and Executive wishes to receive such payments and benefits, which are conditioned upon Executive’s timely entry into, and non-revocation of, this Agreement and the Release described in Section 2 below, in the time provided to do so; and

WHEREAS , the Parties wish to fully and finally resolve all claims that may now exist between them, including all claims arising out of Executive’s employment and the termination of that employment, and the Parties acknowledge that this Agreement and the Release shall constitute a full and final settlement of all such claims and to any compensation or benefits owed or owing to Executive;

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, the Parties hereby agree as follows:

1. Separation from Employment . The Parties acknowledge and agree that Executive’s employment with the Company will end as of 11:59 pm Houston, Texas time on December 31, 2015 (the “ Separation Date ”) and that, as of the Separation Date, Executive will no longer be employed

by the Employer, FINV, or any of their affiliates (as applicable). Further, as directed and requested by the Employer, FINV, or any of its affiliates (as applicable), Executive will resign irrevocably and be removed from all positions (whether as supervisory director, managing director, member of any other governing body, officer or otherwise) of the Employer, FINV, or any of their affiliates (including his position as managing director of Frank's International Management B.V., which is the sole managing director of FINV) and all other shareholder representative or other positions, posts, offices, and assignments with the Employer, FINV, and any of their affiliates, except that he will remain a regular, non-Chairman member of FINV’s board of supervisory directors (the “ Board ”) until further notice from FINV in accordance with its governing documents. The foregoing resignations and removals shall be effective pursuant to the direction and request of the Company or applicable affiliate, as applicable. Except to the extent necessary for purposes of the foregoing sentence and except as referenced under Section 3(b) herein, Executive acknowledges that, from and after the Separation Date, he shall have no authority to, and shall not, act as an employee or in any other capacity for the Company or any affiliate thereof except with respect to his position as a member of the Board. Executive further agrees to take any and all further acts necessary to effectuate the resignations described in this Section 1 of the Agreement.

2. Severance Payments and Benefits . Except with respect to the Accrued Rights and as otherwise specified in this Agreement, provided that Executive executes the Release (as such term is defined in the General Release of Claims attached hereto as Exhibit A (the “ Release ”)) on or after the Separation Date and by January 21, 2016; returns a copy of the executed Release to the Company so that it is received by each of the Company parties as listed in Section 4(j) of this Agreement no later than 11:59 pm Houston, Texas time on January 21, 2016 ; does not revoke his acceptance of the Release pursuant to Section 4 of the Release; and otherwise complies with his obligations under this Agreement and the Release, and provided that on the Separation Date, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) of the Employment Agreement, then:

(a) Severance Payment. The Company shall pay to Executive a lump sum cash payment equal to $16,512,666.67 , which represents an amount equal to two (2) times the sum of Executive’s Base Salary as of the Separation Date and the Average Annual Bonus (the “ Severance Payment ”). The Severance Payment shall be paid, less applicable taxes, in a lump sum on February 29, 2016, subject to any payment delay required by the Employment Agreement or Section 409A of the Code (“ Section 409A ”) and Section 4(d)(ii) hereof.

(b) 2015 Bonus. The Company shall pay to Executive an additional lump sum cash payment equal to the Annual Bonus earned by Executive for fiscal year 2015, as determined pursuant to, and payable on the date specified in, the Employment Agreement.

(c) Welfare Benefits. During the portion, if any, of the 18-month period following the Separation Date that Executive elects to continue coverage for Executive and Executive’s spouse

and eligible dependents, if any, under the Employer’s group health plans under COBRA or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Employer shall promptly reimburse to Executive on a monthly basis for the difference between the amount Executive pays to effectuate and continue such coverage and the employee contribution amount that active senior executive employees of the Employer pay for the same or similar coverage under such group health plans. This reimbursement shall be subject to all lawful deductions and withholding for taxes and any delay in payment required by Section 409A.

(d) Restricted Stock Units. Executive’s outstanding 2013 RSU Award and 2015 RSU Award shall vest in accordance with the terms of the applicable RSU award agreements. For the sake of clarity, Executive shall not be entitled to any additional grants of restricted stock units or other awards under any long-term incentive plan maintained by the Company. The Parties acknowledge that the RSUs are not subject to a Release.

(e) Provision of Office; Reimbursement for Certain Expenses . The Company’s reimbursement to Executive of the reimbursable expenses described in this Section 2(e) shall be made by the Company upon or as soon as practicable following receipt, within 45 days following the date such expense is incurred by Executive, of supporting documentation reasonably satisfactory to the Company (but in any event, such reimbursement to be provided not later than 90 days following the date such expense is incurred by Executive), and further subject to any payment delay or other payment restriction described in Section 4.5(b) of the Employment Agreement and Section 4(d)(ii) hereof.

(i) Office and Support Staff. Executive shall be provided, through December 31, 2017, with (A) an office of a size and with furnishings and appointments materially comparable in the aggregate to that which was provided to Executive by the Employer immediately preceding the Separation Date (excluding any property or information Executive is required to return to the Company pursuant to Section 3(c) herein), and (B) reimbursement for Executive’s engagement of an individual, with such engagement to serve the purpose of providing administrative support to Executive as determined by Executive in his sole discretion, and such reimbursement not to exceed an aggregate cost of $100,000 per annum.

(ii) Client and Company Office Travel. Executive and his spouse shall be provided with an opportunity to visit clients and Company offices at any time during the first nine (9) months of 2016, with travel by first-class air and subject to a $2,500 per diem; provided, however, that the Company’s payment of travel expenses shall be limited to those travel expenses incurred by Executive and his spouse over a two-week period, with Executive being responsible for all costs associated with any extension of the trip beyond two weeks.

(iii) Legal Fees. The Company shall reimburse Executive for reasonable legal fees, but not to exceed $30,000, incurred by him by close of business on December 31, 2015, in connection with the negotiation, preparation, and execution of this Agreement.

(f) Accrued Rights. The Company shall provide the Accrued Rights when and as defined in the Employment Agreement. The Parties acknowledge that the Accrued Rights are not subject to a Release and are not consideration for this Agreement.

Executive acknowledges that the payments and benefits described in this Section 2(a), (b), (c) and (e) 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.

3. Restrictive Covenants . Executive shall continue to be subject to any and all restrictive covenants included in Articles VI, VII, and VIII of the Employment Agreement and Exhibit A of the RSU award agreements, which Executive acknowledges are reasonable in all respects, do not pose an undue hardship, and are a condition of his receipt and retention of the consideration set forth herein. The following other covenants shall apply under this Agreement, which are in addition to and not in lieu of, any covenants described by the foregoing sentence:

(a) Mutual Non-Disparagement . Nothing in Article VII of the Employment Agreement shall prohibit any Party from responding accurately and fully to any question, inquiry, or request for information required by legal or administrative process.

(b) Cooperation and Assistance . Executive shall fully cooperate with the Employer, FINV, and their respective affiliates in effectuating his resignation and transition to a non-Chairman member of the Board and in any investigation or proceeding conducted by the Company or any federal or state regulatory or law enforcement agency. Executive agrees that he will not take any actions to disrupt, damage, or interfere with the business of the Company. Executive further agrees that after the Separation Date, upon request by the Company, Executive will assist the Company in the defense of any claims, or potential claims that may be made or threatened to be made against the Company or any of its affiliates or any other member of the Employer Parties (as such term is defined in the Release) in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (a “ Proceeding ”), and will assist the Company in the prosecution of any claims that may be made by the Company or any other Employer Party in any Proceeding, to the extent that such claims may relate to Executive’s employment or the period of Executive’s employment by the Employer. Executive agrees, unless precluded by law, to promptly inform the Company if Executive is asked to participate (or otherwise become involved) in any Proceeding involving such claims or potential claims. Executive also agrees, unless precluded by law, to promptly inform the Company if Executive is asked to assist in any investigation (whether governmental or otherwise) of (or the actions of) the Company or any other Employer Party, regardless of whether a lawsuit has then been filed against the Company or any other Employer

Party with respect to such investigation. Executive agrees to fully and completely cooperate with any proceedings or investigations conducted by or on behalf of the Company, any other Employer Party, including, without limitation, the Company’s Audit Committee from time to time. The Company agrees to reimburse Executive for all of Executive’s reasonable costs and out-of-pocket expenses associated with any such cooperation and assistance under this Section 3(b), including reasonable attorneys’ fees and travel expenses; provided, however, that nothing in this Section 3(b) shall require the Company to reimburse Executive for any personal attorneys’ fees incurred in connection with any such Proceeding relating to Executive’s illegal or wrongful conduct.

(c) Return of Company Property . Within fifteen (15) days of the Separation Date, Executive shall deliver to the Company the property belonging to the Company or any affiliate thereof that is in his possession or control, including credit cards, telephone cards, vehicles, and any computer files, client materials, electronically stored information, and other information including, without limitation, any copies thereof provided to Executive by the Employer or any Company affiliate in the course of Executive’s employment; provided that such information or property that is obtained in the course of or that is to be used in Executive’s capacity as a member of the Board shall be returned within fifteen (15) days after he is no longer a Board member and provided further, any property provided as part of Section 2(e)(i) shall be returned fifteen (15) days after December 31, 2017. With respect to any telephone, cell phone, iPad, computer, laptop, tablet or similar device that the Company or any affiliate may have provided to Executive or Executive’s spouse for business or personal use, Executive shall also present such property to the Company within fifteen (15) days of the Separation Date, with the understanding that the Company shall return all such property to Executive following the Company’s satisfaction that it has been able to copy or otherwise retain all Company (or applicable affiliate) information contained on such property.

4. Miscellaneous .

(a) No Waiver . No failure by any Party at any time to give notice of any breach by any other Party of, or to require compliance with, any condition or provision of this Agreement or the Release shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(b) Applicable Law . This Agreement and the Release are entered into under, and shall be governed for all purposes by, the laws of the State of Texas without reference to the principles of conflicts of law thereof.

(c) Severability . To the extent permitted by applicable law, the Company and Executive hereby agree that any term or provision of this Agreement or the Release (or part thereof) that renders such term or provision or any other term or provision hereof (or part thereof) 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 (or part thereof) 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.

(d) Taxes; Withholding; Section 409A .

(i) Withholding. 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.

(ii) Section 409A. This Agreement and the Release are intended to satisfy the requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted, construed, and administered consistent with such intent. To the extent permitted under Code Section, 409A each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Notwithstanding anything herein to the contrary, if at the time of Executive’s “separation from service” with the Company within the meaning of Code Section 409A Executive is a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) and such payments shall be paid to Executive in a single lump sum as soon as practicable after the date that is six months following Executive’s separation from service with the Company and its affiliates (or on the date of Executive’s death, if earlier than the date that is six months following Executive’s separation from service with the Company and its affiliates). To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409-3(i)(1)(iv). Notwithstanding the foregoing or any other provision of this Agreement or the Release, the Employment Agreement, the RSUs, the Employer’s EDC Plan, or any other arrangement under which Executive is entitled to deferred compensation, neither the Employer nor FINV makes any representations that the payments and benefits provided under any such arrangements are exempt from, or compliant with Section 409A; provided that the Company will provide Executive written notice prior to reporting any such compensation as non-compliant with Code Section 409A.

(iii) Taxes. Notwithstanding anything herein to the contrary, Executive and not the Employer or FINV or any of their affiliates, shall be liable for all or any portion of any taxes, penalties, or interest that may be incurred by Executive on any payments made under this Agreement.

(e) Affiliate . As used in this Agreement and the Release, the term “affiliate,” 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.

(f) Complete Agreement . Except to the extent specifically provided herein, this Agreement and the Release constitute the entire agreement and understanding concerning Executive’s separation from service and termination of employment, and the other subject matters addressed herein between the Parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof; provided, however, that this Agreement does not supersede or replace any of the Company’s tax qualified retirement plans; the EDC Plan; Articles VI, VII, and VIII of the Employment Agreement; Exhibit A of each RSU award agreement or the survival provisions of the RSU award agreements; or any other obligation of Executive with respect to confidentiality, non-disclosure, non-competition, or non-solicitation, all of which shall remain in full force and effect in accordance with their terms and conditions, except as provided otherwise herein.

(g) Counterparts . This Agreement and the Release 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 or Release.

(h) Third-Party Beneficiaries . Each affiliate of the Employer or FINV that is not a signatory hereto shall be a third-party beneficiary of Executive’s covenants and release of claims set forth in this Agreement and the Release.

(i) Amendment . Neither this Agreement nor the Release may 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 or the Release 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 or to comply with the provisions of Section 409A.

(j) Notices . For purposes of this Agreement, notices and other communications to the Parties shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally or by courier, (b) on the date receipt is acknowledged if delivered by certified mail, postage prepaid, return receipt requested, or (c) on the date that transmission is sent if sent by facsimile transmission or electronic mail with confirmation of transmission, as follows:



Employer, addressed to:	Frank's International, LLC
	10260 Westheimer, Suite 700
	Houston, TX 77042
	Attention: Alex Cestero

	Facsimile:	(281) 558-2980
		(ATTN: Alex Cestero)



	E-mail:	alex.cestero@franksintl.com
		or the then general counsel's
		email address

FINV, addressed to:	Frank's International N.V.
	10260 Westheimer, Suite 700
	Houston, TX 77042
	Attention:	Alex Cestero

	Facsimile:	(281) 558-2980
		(ATTN: General Counsel)
	E-mail:	alex.cestero@franksintl.com
		or the then general counsel's
		email address




with a copy to:	Vinson & Elkins LLP
	1001 Fannin, Suite 2300
	Houston, TX 77002
	Attention:	T. Mark Kelly and
		David D'Alessandro
	Facsimile:	(713) 615-5531 and
		(214) 999-7890
	E-mail:	mkelly@velaw.com and
		ddalessandro@velaw.com

Executive, addressed to:	D. Keith Mosing
	3240 Inwood Drive
	Houston, TX 77019

with a copy to:	Porter Hedges LLP
	1000 Main, 36 ^th Floor
	Houston, TX 77002
	Attention:	Beverly Young and
		Joanne Vorpahl
	Facsimile:	(713) 226-6273 and
		(713) 226-6201
	E-mail:	byong@porterhedges.com
		and
		jvorpahl@porterhedges.com

(k) Construction. Titles and headings to Sections in this Agreement and the Release are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. The use herein of the word ““include,” “includes” or “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement (including the Release) nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

(l) Power of Attorney. If Executive becomes incapacitated prior to the Separation Date or prior to his execution of the Release, his spouse with his duly authorized power of attorney may execute this Agreement on or prior to the Separation Date and may execute the Release on his behalf if executed and returned timely as provided herein.

[ Signatures begin on the following page ]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement to be effective no later than December 31, 2015 and as of the last date that this Agreement is executed by a signatory Party thereto, which date is December 31, 2015.

FRANK'S INTERNATIONAL, LLC

By: /s/ Alex Cestero

Name: Alex Cestero

Title: SVP, General Counsel & Secretary

Date: December 31, 2015

FRANK'S INTERNATIONAL N.V.

By: /s/ Alex Cestero

Name: Alex Cestero

Title: SVP, General Counsel & Secretary

Date: December 31, 2015

EXECUTIVE

/s/ D. Keith Mosing

D. Keith Mosing

Date: December 31, 2015



ACKNOWLEDGED BY:
	BOARD OF SUPERVISORY DIRECTORS
	FRANK'S INTERNATIONAL N.V.

	By:	/s/ Michael Kearney
		Name: Michael Kearney
		Title: Lead Director
		Board of Supervisory Directors

		Date: December 31, 2015

EXHIBIT A

RELEASE AGREEMENT

This General Release of Claims (the “ Release ”) is entered into between DONALD KEITH MOSING (“ Executive ”), FRANK’S INTERNATIONAL, LLC (the “ Employer ”), and FRANK’S INTERNATIONAL N.V. (“ FINV ,” and collectively with the Employer, the “ Company ”). For and in consideration of the mutual covenants and promises set out in this Release, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Executive and the Company agree as follows. Capitalized terms used in this Release and not otherwise defined shall have the meaning given such terms in the Separation Agreement dated December 31, 2015 (the “ Agreement ”).

1. General Release.

(a) For good and valuable consideration, including the Company’s provision of any portion of those certain payments and benefits to Executive as specified and in accordance with Section 2 of the Agreement, Executive hereby releases, discharges, and forever acquits the Employer, FINV, each of their respective affiliates, and each of the foregoing entities’ respective past, present, and future stockholders, members, owners, investors, partners, directors, officers, managers, employees, agents, attorneys, heirs, legal representatives, successors, and assigns, as well as all employee benefit plans maintained by the Employer or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plan, in their personal and representative capacities (collectively, the “ Employer Parties ”), from liability for, and hereby waives, any and all claims, rights, damages, or causes of action of any kind related to Executive’s employment with any Employer Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date of the execution of this Release by Employer (collectively, the “ Released Claims ”).

(b) The Released Claims include those arising under or related to (each as may have been amended): • the Age Discrimination in Employment Act of 1967; • Title VII of the Civil Rights Act of 1964; • the Civil Rights Act of 1991; • sections 1981 through 1988 of Title 42 of the United States Code; • the Employee Retirement Income Security Act of 1974, including, but not limited to, sections 502(a)(1)(A), 502(a)(1)(B), 502(a)(2), and 502(a)(3) to the extent the release of such claims is not prohibited by applicable law; • the Immigration Reform Control Act; • the Americans with Disabilities Act of 1990; • the National Labor Relations Act; • the Occupational Safety and Health Act; • the Family and Medical Leave Act of 1993; • any state, local, or federal anti-discrimination or anti-retaliation law; • any state, local, or federal wage and hour law; • any other local, state, or federal law, regulation, or ordinance; • any public policy, contract, tort, or common law; • costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; • any employment contract, incentive compensation plan, or stock option plan with any Employer Party or to any ownership interest in any Employer Party, except as expressly

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provided in Section 2 of the Agreement or Section 5.2 of the Employment Agreement, or as may be expressly provided in the RSU award agreements between Executive and the Employer; and • compensation or benefits of any kind not expressly set forth in Section 2 of the Agreement or Section 5.2 of the Employment Agreement or in any such RSU award agreement between Executive and the Employer.

(c) In no event shall the Released Claims include • any claim which arises after the date of the execution of this Release by Executive including, without limitation, any breach by the Company of the Agreement or any surviving provision of the Employment Agreement as specified in the Agreement, • any claims for the payments and benefits payable to Executive under Section 2 of the Agreement, or (iii) claims that cannot be waived as a matter of law.

(d) Notwithstanding this release of liability, nothing in this Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Release) with the Equal Employment Opportunity Commission (“ EEOC ”) or other governmental agency or from participating in any investigation or proceeding conducted by the EEOC or other governmental agency. However, notwithstanding the foregoing, Executive understands and expressly agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery as a result of any such EEOC (or other governmental agency) proceeding or subsequent legal actions.

(e) This Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration recited in the first sentence of Section 1(a) of this Release (and any portion thereof), any and all potential claims of this nature that Executive may have against the Employer Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived.

(f) By signing this Release, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Release. This Release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE EMPLOYER PARTIES.

(g) Anything herein to the contrary notwithstanding, this Release does not constitute a release of any of Executive’s rights, nor any of the Company’s obligations or liabilities, under any indemnification provisions of the Company’s corporate charter, by-laws, certificate of incorporation, or similar governing documents, or under the Indemnification Agreement dated August 14, 2013 and entered into by FINV and Executive, or any of Executive’s rights under any directors’ and officers’ liability insurance policy, or any other insurance policy of which Executive

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is a named or additional insured, which shall continue to be governed by the terms of such by-laws, policy, or agreement, and applicable law.

2. Covenant Not to Sue . Executive agrees not to bring or join any lawsuit against any of the Employer Parties in any court or before any arbitral authority relating to any of the Released Claims. Executive represents that Executive has not brought or joined any lawsuit or arbitration against any of the Employer Parties in any court or before any arbitral authority and has made no assignment of any rights Executive has asserted or may have against any of the Employer Parties to any person or entity, in each case, with respect to any Released Claims.

3. Executive’s Acknowledgments and Representations . By executing and delivering this Release, Executive acknowledges that:

(a) Executive has carefully read this Release;

(b) Executive has had at least twenty-one (21) days to consider this Release before the execution and delivery hereof to the Company pursuant to Section 2 of the Agreement;

(c) Executive has been, and hereby is, advised in writing to discuss this Release with an attorney of Executive’s choice and Executive has had adequate opportunity to do so;

(d) Executive is receiving, pursuant to the Release, consideration in addition to anything of value to which he is already entitled;

(e) Executive fully understands the final and binding effect of this Release; the only promises made to Executive to sign this Release are those stated in the Agreement and herein; and Executive is signing this Release voluntarily and of Executive’s own free will, and that Executive understands and agrees to each of the terms of this Release; and

(f) Executive has received all leaves (paid and unpaid) to which Executive was entitled during his employment with the Employer and, other than (i) any sums owed to Executive pursuant to Section 2 of the Agreement, (ii) any vested sums owed to Executive but deferred pursuant to any qualified or nonqualified deferred compensation plan (including but not limited to the Employer’s 401(k) cash or deferred arrangement and the Employer’s EDC Plan), (iii) any amounts with respect to the outstanding RSU awards, (iv) any unpaid Base Salary that Executive may be owed for the pay period in which the Separation Date occurs or (v) claims in the ordinary course under the Company’s group health plan, Executive has received all wages, bonuses, severance, long or short-term incentive compensation, and all other compensation and sums that Executive has been owed or ever could be owed by any Employer Party. The Company acknowledges that Executive is a participant in the Employer’s tax-qualified retirement plan and the Employer’s EDC Plan and that the effect of the termination of Executive’s employment on his rights (including the time of payment of any benefits) and obligations under said plans shall be governed and determined

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by the terms of such respective plans, and that this Release does not constitute a release, waiver or modification of any of Executive’s right or benefits under any of such plans.

4. Revocation Right . Executive may revoke this Release within the seven-day period beginning on the date Executive signs this Release (such seven day period being referred to herein as the “ Release Revocation Period ”). To be effective, such revocation must be in writing signed by Executive and must be received by the General Counsel of the Employer, Alex Cestero, 10260 Westheimer, Suite 700 Houston, Texas 77042 (alex.cestero@franksintl.com) before 11:59 p.m., Houston, Texas time on the last day of the Release Revocation Period. This Release is not effective, and no consideration shall be paid to Executive, until the expiration of the Release Revocation Period without Executive’s revocation. If Executive dies after his execution of the Release but prior to the expiration of the Revocation Period, the Release and this Agreement will become effective at the expiration of the Revocation Period unless the personal representative of Executive’s estate revokes the Release in writing and as provided herein within the Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, neither the Employer nor FINV will provide Executive with any payment or benefit described in Section 1(a) of this Release, and all other terms of this Release and Section 2 of this Agreement shall become null and void ab initio and be of no force or effect.

Executed on this 31st day of December, 2015.

/s/ D. Keith Mosing

D. Keith Mosing

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Exhibit 10.36

FRANK’S INTERNATIONAL N.V.

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibit A (this “ Agreement ”) evidences an award made as of the _____ day of _________________________ (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) “ Cause ” 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, “Cause” shall mean a determination by the Company or its employing affiliate (the “ Employer ”) that Employee (i) has engaged in gross negligence, gross incompetence, or misconduct in the performance of Employee’s duties with respect to the Employer or any of their affiliates; (ii) has failed without proper legal reason to perform Employee’s duties and responsibilities to the Employer or any of its affiliates; (iii) has breached any material provision of this Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has 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).

(b) “ 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.

(d) “ Involuntary Termination ” shall mean a termination of Employee’s employment by the Company or an affiliate for a reason other than for Cause.

(e) “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended.

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

(g) “Special Vesting Agreement” means an agreement in which the Company, in its sole discretion, elects to permit some or all of Employee’s RSUs to continue vesting following Employee’s employment with the Company or with an affiliate, as applicable, in exchange for Employee’s strict compliance with designated post-termination conditions, as determined by the Company pursuant to a written agreement executed at the time the Participant’s termination of employment occurs.

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, on account of an Involuntary Termination, 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 scheduled Lapse (Vesting) Date set forth in the following schedule, and in compliance with Exhibit A and all other agreements or obligations to the Company, the Forfeiture Restrictions shall lapse, and the Restricted Stock Units will vest, with respect to a percentage of the Restricted Stock Units determined in accordance with the following schedule:



			Percentage of Total Number
			of RSUs as to Which
Lapse (Vesting) Date			Forfeiture Restrictions Lapse

[TBD]			[TBD]

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). 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.

(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 the Section 409A) and Employee’s RSU’s shall be settled in the manner provided under Section 3(d) below on the dates such awards were scheduled to become vested under Section 3(b) above.

(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. If Employee is not a participant in the Executive Severance Plan and his/her employment with the Company is terminated during the twenty-four month period immediately following the date the Change in Control occurs due to an Involuntary Termination, 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 the Section 409A) and Employee’s RSUs shall be settled in the manner provided under Section 3(d) below.

(4) Involuntary Termination . If Employee’s employment with the Company is terminated due to an Involuntary Termination, then Company may, in its complete discretion, elect to enter into a Special Vesting Agreement with Employee pursuant to which the Forfeiture Restrictions shall not lapse upon such termination of employment, but instead this Award shall continue to remain outstanding and Employee will be treated, solely for purposes of satisfying the requirements for a lapse of Forfeiture Restrictions under Section 3(b), as continuing in the employment of the Company throughout the period during which he/she continuously satisfies the obligations set forth in Exhibit A attached hereto and incorporated herein by reference as part of this Agreement. As further condition to receiving any Special Vesting Agreement, Employee shall provide a release of all claims against the Company in a form acceptable to the Company, upon entering the Special Vesting Agreement, as well as upon the last date on which the Forfeiture Restrictions lapse, and also Employee must continuously comply with any other obligations to, or agreements with, the Company.

(d) Payments . Subject to compliance with all terms of this Agreement and Exhibit A, as soon as reasonably practicable after (i) each scheduled Lapse (Vesting) Date with respect to the specified number of Restricted Stock Units as provided in Section 3(b) hereof (but in no event later than the end of the calendar year in which the Forfeiture Restrictions so lapse), (ii) the date of Employee’s death, or (iii) to the extent provided in Section 3(c)(4), the date Employee is Involuntarily Terminated, 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. In the event that all or part of the Restricted Stock Units granted pursuant to this Agreement provides for a deferral of compensation within the meaning of the Section 409A, it is the general intention, but not the obligation, of the Company to design this Award to comply with the Section 409A and such Award should be interpreted accordingly. Notwithstanding anything to the contrary contained herein, in the event that Employee is a “specified employee” (as defined under the Section 409A) when Employee becomes entitled to a payment or settlement under the Award which is subject to the Section 409A on account of a “separation from service” (as defined under the Section 409A), to the extent required by the Code, such payment shall not occur until the date that is six months plus one day from the date of such separation from service. Any amount that is otherwise payable within the six-month period described herein will be aggregated and paid in a lump sum without interest. Further, for purposes of the Section 409A, each payment or settlement of any portion of the Restricted Stock Units under this Agreement shall be treated as a separate payment of compensation.

(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).

(f) Restrictive Covenants . Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees, in his/her capacity as an employee and equity holder in the Company, to the provisions of Exhibit A to this Agreement. Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Exhibit A or any other similar obligations Employee has towards the Company under applicable law or other agreements (which includes any attempt to have any provision in Exhibit A or other similar obligations of Employee declared overbroad or unenforceable) (a “Restrictive Covenant Violation”) would be available but inadequate and the Company would suffer irreparable damages as a result of such a Restrictive Covenant Violation. In recognition of this fact, Employee agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies available to the Company under law, including damages and attorneys’ fees, remedies available the Company, without posting any bond, shall be to (i) cease making any dividend or other payments or providing any benefit otherwise required by this Agreement; (ii) terminate future vesting and cause forfeiture of all vested and unvested RSUs and common stock issued or issuable under this Agreement without consideration, (iii) cause forfeiture of the gross value of the common stock issued to Employee in the one year period prior to the Restrictive Covenant Violation (determined as of the date such stock was issued to Employee and using the Fair Market Value (as defined in the Plan) of the Company’s common stock on that date), (iv) receive repayment of any cash payments made to Employee with respect to the RSUs during the prior twelve month period, (v) obtain a temporary restraining order, temporary or permanent injunction or (vi) specific performance or any other equitable remedy which may then be available.

(g) 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.

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, as well as pursuant to the terms of this Agreement in the event of a Restrictive Covenant Violation.

7. Employment Relationship . For purposes of this Agreement (except as otherwise provided in Section 3(c)(4) hereof), 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 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 (including Exhibit A) and the documents incorporated by reference herein replace and merge all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company and constitute the entire agreement between Employee and the Company with respect to the subject matter of this Agreement, except as otherwise provided herein. This Agreement including Exhibit A 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 including Exhibit A 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 and Exhibit A 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 Sections 3(f) and 6 and Exhibit A shall survive the lapse of the Forfeiture Restrictions without forfeiture. This Agreement and Exhibit A 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 and Exhibit A 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 . The Parties agree and acknowledge that this Exhibit A 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 or Exhibit A, 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 or Exhibit A, 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:

EXHIBIT A TO RSU AGREEMENT

NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION OBLIGATIONS DURING AND FOLLOWING EMPLOYMENT

1. Defined Terms; Employment Relationship; Application of Exhibit A . Capitalized terms used in this Exhibit A that are not defined in this Exhibit A shall have the meanings assigned to such terms in the Restricted Stock Unit Agreement to which this Exhibit A is attached (the “ RSU Agreement ”). This Exhibit A shall apply during the period of Employee’s ongoing employment with the Company and, as provided below, during the designated period after such employment ends. This Exhibit A does not modify or relieve Employee from any other restrictive covenants contained in any other agreement between Employee and the Company and any of its affiliates.

As used in this Exhibit A, the following terms shall have the following meanings:

(a) “ Company Business ” includes, but not limited to, the land operations, offshore operations, tubular sales, casing installation, completion installation, and specialty products divisions of the Company’s business as well as Company’s current and planned (future) bids, projects, contracts, and relationships with its customers and potential customers; provided, however, that if Employee’s termination of employment occurs within 60 days following the occurrence of a Change in Control, “Company Business” shall mean the business described in this Section (a) as in existence immediately prior to the Change in Control.

(b) “Competing Business” means any business, individual, partnership, firm, corporation, or other entity which is similar to, or competitive with, the Company Business in the Restricted Area. In no event will the Company or any of its affiliates be deemed a Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, repair, or manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, marketed or licensed by the Company. Competing Business shall not include any services or products of the Company in which Employee had no responsibility, no involvement and about which he/she had no access to Confidential Information.

(c) “ Confidential Information ” includes any information about the Company that has not been intentionally publicly disclosed by the Company; knowledge, data, trade secrets, proprietary information, or information provided to the Company by its customers, suppliers, contractors, subcontractors, business partners, agents or representatives (regardless of whether the Company is contractually obligated to keep such information confidential). Confidential Information includes, without limitation, information relating to the services, products, policies, practices, pricing, costs, suppliers, vendors, methods, processes, techniques, finances, administration, employees, devices, trade secrets and operations of the Company, any inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right by any Company employee, Company customers or potential customers, marketing, sales activities, development programs, promotions, manufacturing, machining, drawings, future and current plans regarding business and customers, e-mails, notes, manufacturing documents, engineering documents, formulas, financial statements, bids, projects reports, handling documentation, machinery and compositions, all financial data relating to the Company, business methods, accounting and tracking methods, books, inventory handling procedure, credit, credit procedures, indebtedness, financing procedures, investments, trading, shipping, production, processing, welding, fabricating, assembling, domestic and foreign operations, customer and vendor and supplier lists, data storage in any medium (electronically, hard copy) contact information, lab reports, lab work, and any data or materials used in and created during the development of

any of the aforementioned materials or processes. Confidential Information may include but is not limited to the areas of piping and fabrication, connectors, hammers, casing equipment, cementing equipment, laydown equipment, completion equipment, manipulating and handling tubulars, drilling of subterranean and offshore wells, energy exploration, energy drilling, energy production, and the processing of hydrocarbons.

(d) “ Governmental Authority ” means any governmental, quasi-governmental, state, county, city, or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory body thereof.

(e) “ Legal Requirement ” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement (including, without limitation, any of the foregoing that relates to environmental standards or controls, energy regulations, and occupational, safety, and health standards or controls, including those arising under environmental laws) of any Governmental Authority.

(f) “ Restricted Period ” means during Employee’s employment with the Company, and for those Employees with a Special Vesting Agreement, through the last lapse date specified in the Special Vesting Agreement. The duration of the Restricted Period shall be tolled and suspended for any period that Employee is in violation of these covenants up to a period of two (2) years, unless such tolling is disallowed under applicable law.

(g) “ Restricted Area ” means the Louisiana parishes of Lafayette, Iberia, and Terrebonne and the Texas counties of Harris, Fort Bend, Montgomery, Brazoria, and Galveston, as well as any county/parish in which Employee engaged in the Company Business during the last twelve months of Employee’s employment with the Company. Restricted Area shall not include any geographic areas in which Employee had no responsibility or involvement or about which he/she had access to Confidential Information.

2. Non-Competition; Non-Solicitation; Non-Interference . Employee and the Company agree that the highly competitive nature of the Company’s business, Employee’s position with the Company, and the Confidential Information, training, and goodwill provided to Employee during his/her employment with the Company, as well as incentive to the Company to provide the restricted stock units under this Agreement, support Employee’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees as stated below in the rest of this Section 2 during the Restricted Period, regardless of the reason for the separation, within the Restricted Area.

(a) Subject to the exceptions set forth in Section 2(b) below, Employee expressly covenants and agrees that during the Restricted Period and in the Restricted Area, Employee will not engage in or carry on, directly or indirectly, a Competing Business, as defined herein. Accordingly, Employee will not, directly or indirectly, own, manage, operate, join, become employed or engaged by, partner in, control, participate in, be connected with, loan money or sell or lease equipment or property to, or otherwise be affiliated with any Competing Business.

(b) Notwithstanding the restrictions contained in Section 2(a), Employee may own less than 2% of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange if Employee is not involved in the management of such Competing Business.

This restriction shall not include any current or potential employee or contractor of the Company for which employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information during his/her employment with the Company.

(d) During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not solicit business from, nor encourage or otherwise cause any current or potential customer, vendor or supplier of the Company, including its current or planned (future) projects, bids, or contracts, to cease or materially change their current or potential business relationship with the Company or otherwise attempt to interfere with these Company relationships. For purposes of this Section, “potential customer, vendor or supplier” shall mean any entity or person with whom the Company has been pursuing a business relationship during Employee’s employment with the Company, and any “potential business relationship” shall mean any relationship pursued by the Company during Employee’s employment with the Company, including any current or planned (future) bids, projects or contracts. This restriction shall not include any current or potential customer, vendor or supplier of the Company for which Employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information during his/her employment with the Company.

3. Non-Disclosure . Employee acknowledges that the Confidential Information provided to Employee during his/her employment with the Company is confidential, proprietary, not known outside of the Company’s business, valuable, special and/or a unique asset of Company which belongs to the Company and gives the Company a competitive advantage. If this Confidential Information were disclosed to third parties or used by third parties and/or Employee, such disclosure or use would seriously and irreparably damage the Company and cause the loss of certain competitive advantages. Employee promises he/she has not and will not disclose in any way, or use for Employee’s own benefit or for the benefit of anyone besides the Company, the Confidential Information described above. Employee acknowledges that this promise of non-disclosure and non-use continues indefinitely and specifically does not expire at the end of Employee’s employment with the Company.

4. Intellectual Property . Employee ratifies any previous assignment for any Intellectual Property under other agreements or obligations, including any fiduciary duty to the Company, and otherwise hereby assigns to the Company all right, title and interest Employee has or may acquire in and to any Intellectual Property that results from Employee’s efforts, either alone or jointly with others, during the period of Employee’s employment with the Company. “Intellectual Property” means any and all inventions, discoveries, developments, innovations, processes, designs, methods, technologies, formulae, models, research and development, patents, patent applications, trade secrets and other Confidential Information and works of authorship (including copyrightable works, copyrights and copyright applications), and improvements to any of the foregoing that, either alone or jointly with others: (a) result from any work performed on behalf of the Company, or from a research project suggested by the Company; (b) relate in any way to the existing or contemplated Business of the Company; or (c) result from the use of the Company’s time, material, employees or facilities. Employee acknowledges and agrees that any work Employee performs for the Company during employment that constitutes copyrightable subject matter shall be considered a “work made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101). Employee hereby ratifies and otherwise transfers and assigns to the Company, and waives and agrees never to assert, any and all rights to claim authorship, rights to object to any modification or other moral rights that Employee may have in or with respect to any Intellectual Property and/or works made for hire, even after termination of Employee’s employment. Employee further agrees that if, in the course of providing services to the Company, Employee incorporates any intellectual property owned by Employee, the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, worldwide right and license to make, have made, copy, modify, use, distribute and sell such intellectual property or products incorporating such

intellectual property of Employee. During and after Employee’s employment, Employee will assist and cooperate with the Company for no additional compensation but at the Company’s out of pocket expense and execute documents requested by the Company to acquire, transfer, maintain, perfect and enforce the Company’s rights to the Intellectual Property, including patent, copyright, trade secret and other protections for the Company’s Intellectual Property.

5. Employee Acknowledgement of Need For Protections and Restrictions Promised . Employee acknowledges and understands that his/her promises in this Exhibit A restrict some of his/her actions during and after employment with the Company. However, Employee acknowledges and agrees that he/she has or will receive sufficient consideration from the Company to justify such restrictions. Further, Employee acknowledges that Employee’s skills are such that Employee can be gainfully employed in non-competitive employment and that these restrictions will not prevent Employee from earning a living.

6. Notification to Subsequent Employers/Business Relationships . Employee further acknowledges that in order to enforce his/her obligations under this Agreement and Exhibit A that the Company will need to notify any subsequent actual or potential employers or other business relationships of Employee’s obligations under this Agreement and Exhibit A. Employee agrees to notify the Company of the identity of his/her potential employers or other business relationships which may be a Competing Business, during the Restricted Period and in the Restricted Area, and Employee consents to the Company providing notification to these employers/business relationships of Employee’s ongoing obligations to the Company under this Exhibit A or under other applicable law or agreement with the Company.

7. Return of Confidential Information and Company Property . All written or electronic or other data, materials, records and other documents made by, or coming into the possession or control of, Employee which contain or disclose Confidential Information shall be and remain the property of the Company. Upon request, and in any event, without request upon termination of Employee’s employment with the Company for any reason, Employee shall promptly return, without deletion, copying or alteration, all written or electronic materials, data, information, records and any other property in Employee’s possession or control, whether located on or off Company premises, which may concern the Company, its current or potential customers, vendors or suppliers, whether or not designated as confidential or proprietary in nature.

8. No Interference with Rights . Employee acknowledges and agrees that nothing in this Exhibit A is intended to, nor does it, interfere with or restrain Employee’s right to share or discuss information regarding his/her wages, hours, or other terms and conditions of employment in the exercise of any rights provided by the National Labor Relations Act. Further, Employee acknowledges and agrees that this Exhibit A is not intended to, nor does it, interfere with or restrain Employee’s right to report unlawful actions to any law enforcement or administrative agency, or to participate in any such agency’s investigation.

9. Reasonableness; Enforcement; Reformation . Employee hereby represents that Employee has read and understands, and agrees to be bound by, the terms of this Exhibit A. Employee acknowledges that the geographic scope and duration of the covenants contained in this Exhibit A are the result of arm’s-length bargaining and are fair and reasonable in light of (a) the nature and wide geographic scope of the Company’s Business, (b) Employee’s contact with the Company’s business in all jurisdictions in which it is conducted, which includes the entire Restricted Area, and (c) the amount of Confidential Information that Employee is receiving in connection with the performance of Employee’s duties on behalf of the Company and/or its affiliates and the amount of goodwill with which Employee is and/or will be connected and will help build on behalf of the Company and its affiliates. It is the desire and intent of the Parties that the provisions of this Exhibit A be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect; therefore, to the extent permitted by applicable Legal Requirements, Employee and the Company hereby waive any provision of applicable Legal Requirements that would render any provision of this Exhibit A invalid or unenforceable. Nevertheless, if any of the aforesaid restrictions are found by a

court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make this Exhibit A enforceable under the law or laws of all applicable states and other jurisdictions so that the terms of this Exhibit A as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Such modifications to Exhibit A shall not affect the other terms of the Agreement.

Exhibit 10.37

FRANK’S INTERNATIONAL N.V.

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A and B (this “ Agreement ”) evidences an award made as of the _____ day of _________________________ (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 .

(a) 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 ”), in accordance with the terms and conditions set forth herein and in the Plan (the “Award”). The Restricted Stock Units subject to this Agreement are hereby designated as Performance Awards for purposes of Section 8 of the Plan. The number of Restricted Stock Units subject to this Award, as described in this Section 1(a), is the “target” number of shares that may become vested and shall be adjusted based on the attainment of the Performance Criteria described in Section 1(b) below and on Exhibit A.

(b) The Award’s performance period (“Performance Period”) and Performance Criteria (the “Performance Criteria”) are set forth in Exhibit A to this Agreement. The Performance Criteria has been established by the Compensation Committee of the Supervisory Board, which shall determine and certify whether such criteria have been satisfied.

(c) 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.

injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has 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).

(d) “ Involuntary Termination ” shall mean a termination of Employee’s employment by the Company or an affiliate for a reason other than for Cause.

(e) “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended.

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

(g) “Special Vesting Agreement” means an agreement which permits Employee’s RSUs to continue vesting following Employee’s employment with the Company or with an affiliate, as applicable, in exchange for Employee’s strict compliance with designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time the Participant’s termination of employment occurs. The Compensation Committee may, in is sole discretion, elect to limit coverage of a Special Vesting Agreement to only a portion of the Employee’s RSUs.

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)(4) below, on account of an Involuntary Termination, 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: (i) Employee has been continuously employed by the Company from the Date of Grant through ____________ (the scheduled “Lapse (Vesting) Date”), (i) the Company attains the Performance Criteria as described on Exhibit A, and (iii) Employee is in compliance with Exhibit B and all other agreements or obligations to the Company, the Forfeiture Restrictions shall lapse, and the number of Restricted Stock Units as determined on Exhibit A shall become vested. Except as provided in Subsection (c) below, the Company will issue one share of Common Stock to Employee on the Lapse (Vesting) Date. Any Restricted Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with 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.

(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 at the “target” level 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 at the “target level” effective as of the date of Employee’s “separation from service” (as defined under the Section 409A) and Employee’s RSU’s shall be settled in the manner provided under Section 3(d) below on the date such awards were scheduled to become vested under Section 3(b) above.

(4) Involuntary Termination . If Employee’s employment with the Company is terminated due to an Involuntary Termination then, unless otherwise determined by the Compensation Committee in its sole discretion, which shall be treated as an exercise of negative discretion for purposes of Code Section 162(m), the Company shall enter into a Special Vesting Agreement with Employee pursuant to which the Forfeiture Restrictions shall not lapse upon such termination of employment and that this Award shall continue to remain outstanding and Employee will be treated, solely for purposes of satisfying the requirements for a lapse of Forfeiture Restrictions under Section 3(b), as continuing in the employment of the Company throughout the period during which he/she continuously satisfies the obligations set forth in Exhibit B attached hereto and incorporated herein by reference as part of this Agreement. If the provisions of this Section 3(c)(4) apply with respect to Employee, the number of shares of Common Stock received under this Agreement shall be determined based on the Company’s attainment of the Performance Criteria described on Exhibit A. As further condition to receiving any Special Vesting Agreement, Employee shall provide a release of all claims against the Company in a form acceptable to the Company, upon entering the Special Vesting Agreement, as well as upon the last date on which the Forfeiture Restrictions lapse, and also Employee must continuously comply with any other obligations to, or agreements with, the Company.

(d) Payments . Subject to compliance with all terms of this Agreement and Exhibit B as soon as reasonably practicable after (i) the scheduled Lapse (Vesting) Date with respect to the number of Restricted Stock Units as determined pursuant to Exhibit A (but in no event later than the end of the calendar year in which the Forfeiture Restrictions so lapse), or (ii) the date of Employee’s death. 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. In the event that all or part of the Restricted Stock Units granted pursuant to this Agreement provides for a deferral of compensation within the meaning of the Section 409A, it is the general intention, but not the obligation, of the Company to design this Award to comply with the Section 409A and such Award should be interpreted accordingly. Notwithstanding anything to the contrary contained herein, in the event that Employee is a “specified employee” (as defined under the Section 409A) when Employee becomes entitled to a payment or settlement under the Award which is subject to the Section 409A on account of a “separation from service” (as defined under the Section 409A), to the extent required by the Code, such payment shall not occur until the date that is six months plus one day from the date of such separation from service. Any amount that is otherwise payable within the six-month period described herein will be aggregated and paid in a lump sum without interest. Further, for purposes of the Section 409A, each payment or settlement of any portion of the Restricted Stock Units under this Agreement shall be treated as a separate payment of compensation.

(e) Restrictive Covenants . Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees, in his/her capacity as an employee and equity holder in the Company, to the provisions of Exhibit B to this Agreement. Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Exhibit B or any other similar obligations Employee has towards the Company under applicable law or other agreements (which includes any attempt to have any provision in Exhibit B or other similar obligations of Employee declared overbroad or unenforceable) (a “Restrictive Covenant Violation”) would be available but inadequate and the Company would suffer irreparable damages as a result of such a Restrictive Covenant Violation. In recognition of this fact, Employee agrees that, in the event of a Restrictive Covenant Violation, in addition to any remedies available to the Company under law, including damages and attorneys’ fees, remedies available the Company, without posting any bond, shall be to (i) cease making any dividend or other payments or providing any benefit otherwise required by this Agreement; (ii) terminate future vesting and cause forfeiture of all vested and unvested RSUs and common stock issued or issuable under this Agreement without consideration, (iii) cause forfeiture of the gross value of the common stock issued to Employee in the one year period prior to the Restrictive Covenant Violation (determined as of the date such stock was issued to Employee and using the Fair Market Value (as defined in the Plan) of the Company’s common stock on that date), (iv) receive repayment of any cash payments made to Employee with respect to the RSUs during the prior twelve month period, (v) obtain a temporary restraining order, temporary or permanent injunction or (vi) specific performance or any other equitable remedy which may then be available.

(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.

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 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 (including Exhibit B) and the documents incorporated by reference herein replace and merge all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company and constitute the entire agreement between Employee and the Company with respect to the subject matter of this Agreement, except as otherwise provided herein. This Agreement including Exhibit B 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 including Exhibit B 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 and Exhibit B which shall remain in full force and effect.

12. Binding Effect; Survival . The provisions of Sections 3(e) and 6 and Exhibit B shall survive the lapse of the Forfeiture Restrictions without forfeiture. This Agreement and Exhibit B 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 and Exhibit B 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 . The Parties agree and acknowledge that Exhibit B 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 or Exhibit B, 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 or Exhibit B, 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:

Exhibit A to RSU Agreement

Performance Period and Criteria

Performance Period : January 1, 2016 to December 31, 2019

Performance Criteria :

Payment under this Award is determined based on relative performance using Total Stockholder Return (“TSR”). No portion of this Award will be earned if the Company’s performance during the Performance Period is below the threshold level of the Performance Criteria as described below. Any determination of performance under this Agreement shall be determined by the Committee in accordance with the Plan’s terms.

The Company’s TSR shall be as measured against the TSR of C&J Energy Services, Ltd., Core Laboratories, Nv, Dri-Quip, Inc., Forum Energy Tech, Inc., Helix Energy Solutions Group, Inc., Hornbeck Offshore Services, Inc., Matrix Service Co., McDermott Intl., Inc., Newpark Resources, Oceaneering International, Oil States Intl., Inc., RPC, Inc., Secor Holdings, Inc., Tesco Corp., and Tetra Technologies, Inc. (the “Comparator Group”). Such comparison will be based on a percentile approach as detailed below with any payment based on linear interpolation between threshold and maximum levels. TSR for the Company and the Comparator Group to be calculated over the entire 3-year Performance Period (using a 30-day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility). TSR calculation to assume reinvestment of dividends. Comparator Group companies that file for bankruptcy or delist at any time during the Performance Period will remain in the Comparator Group with a TSR that places such companies at the bottom of the percentile rankings. Comparator Group companies that are acquired (including by merger) during the Performance Period will be removed from the Comparator Group.



Level	Percentile Rank vs. Comparator Group	Payout Percentage *
Maximum	75th Percentile and above	150% of Target Level
Target	50th percentile	100% of Target Level
Threshold	25th percentile	50% of Target Level
	Below 25th percentile	0%

* Based on the Target Level for the TSR Based Award set forth on the first page of this Agreement.

EXHIBIT B TO RSU AGREEMENT

NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION OBLIGATIONS DURING AND FOLLOWING EMPLOYMENT

1. Defined Terms; Employment Relationship; Application of Exhibit B . Capitalized terms used in this Exhibit B that are not defined in this Exhibit B shall have the meanings assigned to such terms in the Restricted Stock Unit Agreement to which this Exhibit B is attached (the “ RSU Agreement ”). This Exhibit B shall apply during the period of Employee’s ongoing employment with the Company and, as provided below, during the designated period after such employment ends. This Exhibit B does not modify or relieve Employee from any other restrictive covenants contained in any other agreement between Employee and the Company and any of its affiliates.

As used in this Exhibit B, the following terms shall have the following meanings:

(d) “ Company Business ” includes, but not limited to, the land operations, offshore operations, tubular sales, casing installation, completion installation, and specialty products divisions of the Company’s business as well as Company’s current and planned (future) bids, projects, contracts, and relationships with its customers and potential customers; provided, however, that if Employee’s termination of employment occurs within 60 days following the occurrence of a Change in Control, “Company Business” shall mean the business described in this Section (a) as in existence immediately prior to the Change in Control.

(e) “Competing Business” means any business, individual, partnership, firm, corporation, or other entity which is similar to, or competitive with, the Company Business in the Restricted Area. In no event will the Company or any of its affiliates be deemed a Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, repair, or manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, marketed or licensed by the Company. Competing Business shall not include any services or products of the Company in which Employee had no responsibility, no involvement and about which he/she had no access to Confidential Information.

(f) “ Confidential Information ” includes any information about the Company that has not been intentionally publicly disclosed by the Company; knowledge, data, trade secrets, proprietary information, or information provided to the Company by its customers, suppliers, contractors, subcontractors, business partners, agents or representatives (regardless of whether the Company is contractually obligated to keep such information confidential). Confidential Information includes, without limitation, information relating to the services, products, policies, practices, pricing, costs, suppliers, vendors, methods, processes, techniques, finances, administration, employees, devices, trade secrets and operations of the Company, any inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right

by any Company employee, Company customers or potential customers, marketing, sales activities, development programs, promotions, manufacturing, machining, drawings, future and current plans regarding business and customers, e-mails, notes, manufacturing documents, engineering documents, formulas, financial statements, bids, projects reports, handling documentation, machinery and compositions, all financial data relating to the Company, business methods, accounting and tracking methods, books, inventory handling procedure, credit, credit procedures, indebtedness, financing procedures, investments, trading, shipping, production, processing, welding, fabricating, assembling, domestic and foreign operations, customer and vendor and supplier lists, data storage in any medium (electronically, hard copy) contact information, lab reports, lab work, and any data or materials used in and created during the development of any of the aforementioned materials or processes. Confidential Information may include but is not limited to the areas of piping and fabrication, connectors, hammers, casing equipment, cementing equipment, laydown equipment, completion equipment, manipulating and handling tubulars, drilling of subterranean and offshore wells, energy exploration, energy drilling, energy production, and the processing of hydrocarbons.

(g) “ Governmental Authority ” means any governmental, quasi-governmental, state, county, city, or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory body thereof.

(h) “ Legal Requirement ” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement (including, without limitation, any of the foregoing that relates to environmental standards or controls, energy regulations, and occupational, safety, and health standards or controls, including those arising under environmental laws) of any Governmental Authority.

(i) “ Restricted Period ” means during Employee’s employment with the Company, and for those Employees with a Special Vesting Agreement, through the last lapse date specified in the Special Vesting Agreement. The duration of the Restricted Period shall be tolled and suspended for any period that Employee is in violation of these covenants up to a period of two (2) years, unless such tolling is disallowed under applicable law.

(j) “ Restricted Area ” means the Louisiana parishes of Lafayette, Iberia, and Terrebonne and the Texas counties of Harris, Fort Bend, Montgomery, Brazoria, and Galveston, as well as any county/parish in which Employee engaged in the Company Business during the last twelve months of Employee’s employment with the Company. Restricted Area shall not include any geographic areas in which Employee had no responsibility or involvement or about which he/she had access to Confidential Information.

(c) Employee further expressly covenants and agrees that during the Restricted Period and in the Restricted Area, Employee will not interfere with the Company’s relationship with, solicit or hire or otherwise encourage to change or leave their employment or contractor position with the Company any person currently employed by or engaged as a contractor to the Company, or who was employed by or engaged by the Company during Employee’s employment with the Company. This restriction shall not include any current or potential employee or contractor of the Company for which employee had no responsibility, no involvement, and about which he/she had no access to Confidential Information during his/her employment with the Company.

5. Employee Acknowledgement of Need For Protections and Restrictions Promised . Employee acknowledges and understands that his/her promises in this Exhibit B restrict some of his/her actions during and after employment with the Company. However, Employee acknowledges and agrees that he/she has or will receive sufficient consideration from the Company to justify such restrictions. Further, Employee acknowledges that Employee’s skills are such that Employee can be gainfully employed in non-competitive employment and that these restrictions will not prevent Employee from earning a living.

6. Notification to Subsequent Employers/Business Relationships . Employee further acknowledges that in order to enforce his/her obligations under this Agreement and Exhibit B that the Company will need to notify any subsequent actual or potential employers or other business relationships of Employee’s obligations under this Agreement and Exhibit B. Employee agrees to notify the Company of the identity of his/her potential employers or other business relationships which may be a Competing Business, during the Restricted Period and in the Restricted Area, and Employee consents to the Company providing notification to these employers/business relationships of Employee’s ongoing obligations to the Company under this Exhibit B or under other applicable law or agreement with the Company.

8. No Interference with Rights . Employee acknowledges and agrees that nothing in this Exhibit B is intended to, nor does it, interfere with or restrain Employee’s right to share or discuss information regarding his/her wages, hours, or other terms and conditions of employment in the exercise of any rights provided by the National Labor Relations Act. Further, Employee acknowledges and agrees that this Exhibit B is not intended to, nor does it, interfere with or restrain Employee’s right to report unlawful actions to any law enforcement or administrative agency, or to participate in any such agency’s investigation.

9. Reasonableness; Enforcement; Reformation . Employee hereby represents that Employee has read and understands, and agrees to be bound by, the terms of this Exhibit B. Employee acknowledges that the geographic scope and duration of the covenants contained in this Exhibit B are the result of arm’s-length bargaining and are fair and reasonable in light of (a) the nature and wide geographic scope of the Company’s Business, (b) Employee’s contact with the Company’s business in all jurisdictions in which it is conducted, which includes the entire Restricted Area, and (c) the amount of Confidential Information that Employee is receiving in connection with the performance of Employee’s duties on behalf of the Company and/or its affiliates and the amount of goodwill with which Employee is and/or will be connected and will help build on behalf of the Company and its affiliates. It is the desire and intent of the Parties that the provisions of this Exhibit B be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect; therefore, to the extent permitted by applicable Legal Requirements, Employee and the Company hereby waive any provision of applicable Legal Requirements that would render any provision of this Exhibit B invalid or unenforceable. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make this Exhibit B enforceable under the law or laws of all applicable states and other jurisdictions so that the terms of this Exhibit B as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Such modifications to Exhibit B shall not affect the other terms of the Agreement.

Exhibit 10.47

THE INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

THE INTERESTS REPRESENTED BY THIS AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND REPURCHASE OPTIONS SET FORTH IN THIS AGREEMENT.

AMENDMENT NO. 8 TO

THE LIMITED PARTNERSHIP AGREEMENT OF

FRANK’S INTERNATIONAL C.V.

[Deemed Capital Contributions]

THIS AGREEMENT (“AMENDMENT AGREEMENT NO. 8”) IS MADE EFFECTIVE

AS PER THE 31ST DAY OF DECEMBER, 2015 (“AMENDMENT 8 DATE”)

BETWEEN:


(1)	Frank’s International Management B.V. , a private limited liability company organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, The Netherlands, with address Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, registered with the trade register under number 50802275 (“FIM”);


(2)	Frank’s International LP B.V. , a private limited liability company organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, The Netherlands, with address Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, registered with the trade register under number 50802070 (“FILP”);


(3)	Mosing Holdings, Inc. , a corporation established under the laws of the state of Delaware, United States of America, with its registered office at 10260 Westheimer Rd, Houston, Texas 77042, United States of America (“MH”),

these companies hereinafter each also referred to as a “Party” and jointly as the “Parties”.

WHEREAS:


(A)	By agreement (the “Formation Agreement”) dated the 29th day of July, 2013 (the “Formation Date”), FIM and FILP formed and entered into a limited partnership under the laws of the Netherlands (“ commanditaire vennootschap” ), hereinafter referred to as the “C.V.”, for the purpose of participating in and financing of other companies.


(B)	By agreement (the “Amendment Agreement No. 1”) dated the first day of August, 2013 (the “Amendment 1 Date”), the Parties have recorded:

- the additional (non-cash) capital contribution by FILP;

- the additional (non-cash) capital contribution by FIM; and

- an update of certain provisions of the partnership agreement governing the C.V.


(C)	By agreement (the “Amendment Agreement No. 2”) dated the 8th day of August, 2013 (the “Amendment 2 Date”), the Parties have recorded:

- the additional (non-cash) capital contribution by FIM; and

- an update of certain provisions of the partnership agreement governing the C.V.


(D)	By agreement (the "Amendment Agreement No. 3") dated the 14th day of August, 2013 (the “Amendment 3 Date”), the Parties have recorded:

- the admission of MH as limited partner of the C.V.; and

- an update of certain provisions of the partnership agreement governing the C.V.


(E)	By agreement (the "Amendment Agreement No. 4"), dated the 14th day of August, 2013 (the “Amendment 4 Date”) the Parties have recorded:

- the additional capital contribution by FILP; and

- an update of certain provisions of the partnership agreement governing the C.V.


(F)	By agreement (the "Amendment Agreement No. 5"), dated the 14th day of October, 2013 (the “Amendment 5 Date”) the Parties have recorded:

- the additional capital contribution by FILP;

- the additional capital contribution by FIM; and

- an update of certain provisions of the partnership agreement governing the C.V.


(G)	By agreement (the "Amendment Agreement No. 6"), dated the 14th day of August 2014 (the “Amendment 6 Date”), the Parties have recorded:

- the deemed additional capital contribution by FILP and FIM;


-	the acknowledgement that on or prior to December 31, 2014 further deemed additional capital contribution may occur by FILP and FIM; and

- an update of certain provisions of the partnership agreement governing the C.V.


(H)	By agreement (the "Amendment Agreement No. 7"), dated the 31th day of December 2014 (the “Amendment 7 Date”), the Parties have recorded:

- the deemed additional capital contribution by FILP and FIM through the end of 2014;


-	the acknowledgement that on or prior to December 31, 2015 further deemed additional capital contribution may occur by FILP and FIM; and


-	an update of certain provisions of the partnership agreement governing the C.V. as contained in Amendment Agreement No. 6.


(I)	By executing this Amendment Agreement No. 8, the Parties wish to record:

- the deemed additional capital contribution by FILP and FIM through the end of 2015;


-	the acknowledgement that on or prior to December 31, 2016 further deemed additional capital contribution may occur by FILP and FIM; and


-	an update of certain provisions of the partnership agreement governing the C.V. as currently contained in Amendment Agreement No. 7.


I.1	Contribution

I.1.1

Pursuant to the vesting of restricted stock units during 2015, Frank's International N.V. ("FINV") has issued an additional 1,089,921 shares of common stock in its capital, each with a nominal value of one eurocent (EUR 0.01), for the benefit of employees, officers and other service providers of its group. Under article 4.5.b of the partnership agreement governing the C.V., as contained in Amendment Agreement No. 7, for purposes of determining Percentage Interests and for purposes of maintaining the Capital Accounts, (i) the C.V. shall be treated as having made a cash payment to the employee or other service provider in an amount equal to the value of the FINV Common Shares issued, (ii) the employee or other service provider shall be treated as having purchased the FINV Common Shares for cash equal to the value of such FINV Common

Shares from FINV, and (iii) FINV shall be treated as contributing such cash (through FILP and FIM) to the C.V.

The Parties have furthermore agreed that the above referenced contribution by FINV to the C.V. shall be deemed to be a contribution by FINV to FILP, upon which

(i) FILP makes a partial contribution to FIM, followed by a contribution of the same portion by FIM to the C.V, such that FIM's Percentage Interest will remain 0.1%; and

(ii) FILP makes a direct contribution to the C.V. of the remainder.


I.1.2	As a consequence of the above, as per the Amendment 8 Date, the Partners will hold the interest percentages in the C.V. as stated in Chapter II article 4.4. below.

I.1.3

In connection with the frequency at which restricted stock units issued by FINV may vest in the future and therefore the frequency at which FINV may need to issue shares, the Partners have agreed in the Amendment Agreement No. 7 that they shall at least once per year (i) grant their consent in advance to changes in the Percentage Interest of FILP and MH resulting from said issues of shares up to the relevant number of shares as anticipated by FINV; and (ii) formally amend the limited partnership agreement of the C.V. in order to confirm the changes in the Percentage Interest of FILP and MH during the past year, it being understood that the general partner may determine to have the limited partnership agreement of the C.V. formally amended at any time he deems necessary.

In respect of the period up to and including December 31, 2016, the Partners hereby agree that they hereby grant their consent in advance to changes in the Percentage Interest resulting from issues of shares by FINV, pursuant to the vesting of restricted stock units, provided that the Percentage Interest of FILP and MH will not exceed or decrease beyond, respectively, the below percentages whereby it is understood that FIM shall retain in Percentage Interest of 0.10%):

FILP: 74.66%

MH: 25.24%


I.2	Consent / Amendment partnership agreement


I.2.1	By signing this Amendment Agreement No. 8, the Parties confirm their prior consent to the additional capital contributions by FILP to the C.V.


I.2.2	FIM, FILP and MH hereby confirm for the avoidance of doubt that they continue the C.V. and wish to update the partnership agreement governing the C.V., as provided in this Amendment Agreement No. 8.


II.	Updated and restated complete text of the partnership agreement

The provisions of the Amendment Agreement No. 7 are hereby modified in order to update the partnership agreement to reflect the changes as of the Amendment 8 Date.

The complete text of the terms and conditions of their relationship as partners of the C.V. as modified in connection with the above, now reads as follows.


1.	Definitions

In this Agreement and the recitals hereto the following expressions shall have the meaning set opposite them:


“C.V.”:	Frank’s International C.V., a limited partnership established under Dutch law as described in Article 2 of this Agreement;


“FINV”	Frank’s International N.V., a limited liability company organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, The Netherlands, with address Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, registered with the trade register under number 34241787;


“FINV A Shares”:	Shares of Series A preferred stock in the capital of FINV;


“FINV Common Shares”:	Shares of Common stock in the capital of FINV;


“Formation Date”:	July 29, 2013;


“General Partner”:	- FIM;

- or any replacement general partner admitted after the date hereof;


“Limited Partner(s)”:	- FILP;

- MH; and

- any limited partner admitted after the date hereof, or in singular any one of them;


“Lower-tier Partners”:	has the meaning ascribed to it in Article 12.4.


“Managing Partner”:	the General Partner entrusted with the management of the C.V.;


“Partners”:	the General Partner and the Limited Partner(s), or in singular any one of them;

“Percentage Interest” has the meaning ascribed to it in Article 4.3;

“Remaining Partners”: has the meaning ascribed to it in Article 8.2;

“Resigning Partner”: has the meaning ascribed to it in Article 8.2;

“Upper-tier Partner”: has the meaning ascribed to it in Article 12.1.


2.	Establishment of limited partnership


2.1	FIM, as General Partner, and FILP, as Limited Partner, have established the C.V. with effect as from the Formation Date. As from the Amendment 3 Date, MH has been admitted as Limited Partner.


2.2	The C.V.’s name is Frank’s International C.V. It has its partnership’s seat in Amsterdam, and its registered office at the principal offices of the Managing Partner.


2.3	The objects for which the C.V. is established are to engage in any lawful act or activity for which a limited partnership may be organized under applicable law. The C.V. may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing, including:


a.	to incorporate, participate in, conduct the management of and take any other financial interest in other companies and enterprises;


b.	to render administrative, technical, financial, economic or managerial services to other companies, persons or enterprises;


c.	to acquire, dispose of, manage and exploit real and personal property, including patents, marks, licenses, permits and other industrial property rights;


d.	to borrow and/or lend moneys, act as surety or guarantor in any other manner, and bind itself jointly and severally or otherwise in addition to or on behalf of others,

the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense, provided, however, that it shall not itself engage in businesses in the Netherlands.

Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the C.V. to possess any purpose or power, or to do any act or thing, forbidden by law to a limited partnership formed under the laws of the Netherlands.

2.4

Subject to the provisions of this Agreement and except as permitted by applicable law, (i) the Managing Partner acting for and on behalf of the C.V. may enter into and perform any and all documents, agreements and instruments, all without any further act, vote or approval of any other Partner, and (ii) the Managing Partner may authorize any Person (other than a Limited Partner) to enter into and perform any document, agreement or instrument on behalf of the C.V.


2.5	The C.V. shall have (i) no less than one Limited Partner and (ii) one General Partner.


3.	Term of the partnership


3.1	The C.V. is established as from the Formation Date and for an indefinite period of time.


3.2	The C.V. shall be terminated only upon unanimous votes of the Partners.


4.	Contributions; Adjustments to Partnership Interests; Attributions or Redemptions of Partnership Interests


4.1.1	As per the Formation Date, FIM has made a contribution to the C.V. of an amount in cash, which amount has been paid by FIM to the bank account of the C.V.

As per the Amendment 2 Date, FIM has made a (non-cash) contribution to the C.V., consisting of FINV A Shares, the FIBV Receivable and the OER Receivable (the FIBV Receivable and the OER Receivable as defined in the Amendment Agreement No. 2).

As per the Amendment 5 Date, FIM has made a contribution to the C.V. of an amount of USD 2,227 which amount shall be paid by FIM to the bank account of the C.V.


4.1.2	As per the Formation Date, FILP has made a contribution to the C.V. of an amount in cash, which amount has been paid by FILP to the bank account of the C.V.

As per the Amendment 1 Date, FILP has made a (non-cash) contribution to the C.V., consisting of its membership interest in Frank's International Coöperatief U.A.) and all its intercompany balances with FI Coop and/or its subsidiaries, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 4 Date, FILP has made a contribution to the C.V. of an amount of USD 299,468,341 (representing a portion of the net proceeds from the initial public offering of FINV Common Shares) which amount shall be paid by FILP to the bank account of the C.V., it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 5 Date, FILP has made a contribution to the C.V. of an amount of USD 1,653,333 which amount shall be paid by FILP to the bank account of the C.V.

As per the Amendment 6 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 953,597 shares of common stock issued on the Amendment 6 Date by FINV, in relation to the vesting of restricted stock units, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 7 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 93,632 shares of common stock issued during the past period, in relation to the vesting of restricted stock units, it being understood, however, that a portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.

As per the Amendment 8 Date, FILP is deemed to have made a contribution to the C.V., representing an amount equal to the value of the 1,089,921 shares of common stock issued during 2015, in relation to the vesting of restricted stock units, it being understood, however, that a

portion of such contribution is deemed to be a contribution by FILP to FIM and subsequently a contribution by FIM to the C.V.


4.1.3	As per the Amendment 3 Date, MH has made a (non-cash) contribution to the C.V., consisting of its interests in the following companies:


-	Frank’s International LLC , a limited liability company established under the laws of the state of Texas, United States of America United States of America (“FI LLC”);

- Frank’s Casing Operations LLC , a limited liability company established under the laws of the state of Louisiana, United States of America, United States of America (“FCO LLC”); and

- Frank’s Tong Services LLC , a limited liability company established under the laws of the state of Oklahoma, United States of America, United States of America (“FTS LLC”).


4.2	If agreed by unanimous votes of the Partners and without prejudice to Article 12 (i), the Partners can make additional contributions in cash or in kind to the C.V.; and (ii) capital contributions made by the Partners to the C.V. or parts thereof can be repaid by the C.V. to the Partners. Any such additional contributions or repayments are not required to be made on a pro rata basis.


4.3	Upon any contribution (or deemed contribution) by the Partners, the net fair market value of such contribution shall be determined and shall be taken into account for the purpose of determining the percentage interest in the C.V. (“Percentage Interest”) held by each partner, as further described in article 4.4.

Solely for the purpose of United States federal income tax purposes, the C.V. shall maintain a capital account for each partner in accordance with Exhibit A, which reflects the

agreement of the partners regarding certain United States tax matters.


4.4	The Percentage Interests held by the Partners will be determined as follows:


a.	With respect to each Partner on the date hereof, the Partner’s Percentage Interest will be determined by dividing the net fair market value of the contributions (whether in cash or otherwise) made by such Partner by the net fair market value of the contributions by all the Partners.

The Partners agree that each Partner’s Percentage Interest as of the date hereof is as follows:

FIM: 0.10%

FILP: 74.51% (approximately)

MH: 25.39% (approximately)

In connection with any subsequent contribution (or deemed contribution) of cash, property or services to the C.V., the Percentage Interests will be redetermined, as soon as the approvals required by Article 12 have been granted. Each Partner’s Percentage Interest will equal the net fair market value of the cash, property or services contributed (or deemed contributed) to the C.V. by such Partner divided by the net fair market value of the cash, property or services contributed (or deemed contributed) by all the Partners. For purposes of this calculation, (i) each Partner that owns an interest in the C.V. immediately prior to such subsequent contribution will be deemed to have made an aggregate contribution to the C.V. equal to its Percentage Interest (as in effect immediately prior to the redetermination) of the net fair market value of the C.V. immediately prior to such subsequent contribution and (ii) in connection with an offering of stock by FINV, the proceeds of such offering that FINV contributes to the C.V. will be deemed to include all the expenses of such offering and the C.V. will be treated as paying all of the expenses of the offering directly to each service provider.


4.5	For the avoidance of doubt and subject to any approvals required by Article 12, it is the expectation of the Partners that:

If FINV issues any FINV Common Shares after the date hereof, FINV shall promptly cause FILP (or such other subsidiary of FINV designated by FINV) to contribute to the C.V. all the net proceeds (or other consideration), if any, received by FINV with respect to such FINV Common Shares. Upon the contribution (or deemed contribution) by FILP (or such other subsidiary) to the C.V. of all of such net proceeds (or other consideration) so received by FINV, the Managing Partner shall cause the C.V. to attribute an additional interest in the C.V. to FILP (or such other subsidiary) and the Percentage Interests shall be re-determined pursuant to Article 4.4, such that FILP and FIM’s (and, if applicable, any other subsidiary of FINV) collective aggregate Percentage Interest in the C.V. shall equal the percentage of the total number of issued shares of FINV Common Shares and FINV A Shares that constitutes FINV Common Shares.

If any FINV Common Shares are issued by FINV in to an employee or other service provider in connection with services rendered to or for the benefit of the C.V., for purposes of determining Percentage Interests and for purposes of maintaining the Capital Accounts, (i) the C.V. shall be treated as having made a cash payment to the employee or other service provider in an amount equal to the value of the FINV Common Shares issued, (ii) the employee or other service provider shall be treated as having purchased the FINV Common Shares for cash equal to the value of such FINV Common Shares from FINV, and (iii) FINV shall be treated as contributing such cash (through FILP and FIM) to the C.V.

If any FINV Common Shares are issued by FINV in connection with an equity incentive program subject to vesting or forfeiture provisions, then the interests in the C.V. that are attributed by the C.V. to FILP (or such other subsidiary of FINV designated by FINV) in connection therewith in accordance with the provisions of paragraph b above shall be subject to vesting or forfeiture on the same basis. Any cash or property held by FILP, FIM or the C.V. (or such other subsidiary) on each other’s behalf in respect of dividends paid on restricted FINV Common Shares that fails to vest shall be returned to the C.V. upon the forfeiture of such restricted FINV Common Shares.

If, at any time, any FINV Common Shares are repurchased or redeemed (whether by exercise of a put or call, pursuant to an open market purchase, automatically or by means of another arrangement) by FINV and subsequently cancelled, then the Managing Partner shall cause the C.V., immediately prior to such repurchase or redemption of FINV Common Shares, to repurchase or redeem a portion of FILP’s (or such other subsidiary of FINV designated by FINV) interests in the C.V. such that following such repurchase or redemption, FILP and FIM’s (and, if applicable, any other subsidiary of FINV) collective aggregate percentage interest in the C.V. shall equal the percentage of the total number of issued shares of FINV Common Shares and FINV A Shares that constitutes FINV Common Shares, at an aggregate redemption price equal to the aggregate purchase or redemption price of the FINV Common Shares being repurchased or redeemed

by FINV (plus any expenses related thereto) and upon such other terms as are the same for the FINV Common Shares being repurchased or redeemed by FINV.

As a result of the foregoing paragraphs a, b, c, and d at all times (i) the collective Percentage Interest of FIM, FILP and any other subsidiary of FINV contemplated above will equal the percentage of the total number of issued shares of FINV Common Shares and FINV A Shares that constitutes FINV Common Shares and (ii) the Percentage Interest of MH will equal the percentage of the total number of issued shares of FINV Common Shares and FINV A Shares that constitutes FINV A Shares.

4.6

The Managing Partner shall hold legal title to the assets of the C.V., including the assets contributed by the Partners. The Managing Partner shall hold title to such assets for the risk and account of the C.V. and the beneficial ownership in such assets shall be vested in the C.V., under the terms and conditions set forth in this Agreement. If the Managing Partner is replaced, it shall immediately cause title to the assets to be transferred to its successor. The Managing Partner shall be authorized to transfer title to the assets of the C.V. to a legal entity, controlled by the Managing Partner, provided that such legal entity shall have as sole purpose the holding of assets for and on behalf of the C.V.


5.	Appointment, dismissal and authority of the Managing Partner

5.1

The General Partner shall be the Managing Partner. The business and affairs of the C.V. shall be managed by the Managing Partner consistent with this Agreement. Subject to the express limitations contained in this Agreement, the Managing Partner shall have complete and absolute control of the affairs and business of the C.V., and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the C.V., including, without limitation, doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Subject to the rights and powers of the Managing Partner and the limitations contained herein, the Managing Partner may delegate to any person, other than a Limited Partner, any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the C.V. as the Managing

Partner may reasonably determine. The Managing Partner is specifically authorized to execute and sign in the name of and on behalf of the C.V. any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the C.V.


5.2	No Partner other than the Managing Partner shall be entitled to perform any act of management on behalf of the C.V. or have any authority to represent the C.V. vis-à-vis third parties.

5.3

The Managing Partner shall owe the same duties to the C.V. and the Partners as a member of the board of directors of FINV owes to FINV and its shareholders. Except as expressly provided in this Agreement, nothing contained in this Agreement shall be deemed to constitute any Partner an agent or legal representative of any other Partner or to create any fiduciary relationship for any purpose whatsoever, apart from such obligations between partners in a limited partnership formed under the laws of the Netherlands as may be created by applicable law. The Managing Partner shall not have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Partner.


5.4	Except as provided by Article 3.2, Article 4.2 and Article 12 of this Agreement or by applicable law, the Managing Partner shall not require the prior approval of the Partners in relation to any action permitted by the terms of this Agreement.


5.5	The C.V. shall reimburse the Managing Partner for all costs and expenses incurred by the Managing Partner that are directly attributable to the operation of the C.V., including costs for engaging third parties such as consultants, attorneys and accountants.

5.6

The C.V. shall reimburse FINV for all of its general, administrative, overhead and other indirect costs and expenses, including (a) those costs and expenses attributable to operating as a publicly traded company, (b) costs of securities offerings, (c) board of directors compensation and meeting costs, (d) costs of periodic reports to shareholders, (e) litigation costs and damages arising from litigation, (f) accounting and legal costs and (g) franchise taxes.


6.	Financial year and annual accounts


6.1	The financial year of the C.V. will coincide with the calendar year; provided that for United States federal income tax purposes the C.V. will have a tax year ending on June 30.

6.2

Within five months after the end of the financial year, or after termination of the C.V., the Managing Partner will draw up the (annual) accounts of the C.V. consisting of a balance sheet and a profit and loss account with explanatory notes thereon. The annual accounts of the C.V. shall be prepared in the English language and in accordance with generally accepted accounting principles, as determined by the Managing Partner. The annual accounts shall within said period of five months be submitted to the Partners for approval.

6.3

The C.V. shall prepare and timely file all tax returns required to be filed by the C.V., including all applicable U.S. tax returns. Each Partner shall furnish to the C.V. all pertinent information in its possession relating to the C.V’s operations that is necessary to enable the C.V.’s tax returns to be timely prepared and filed. With respect to the U.S. Form 1065, the C.V. shall deliver to each Member within 90 calendar days after the end of the applicable tax year, a Schedule K-1 together with such additional information as may be required by the Partners in order to file their individual returns reflecting the C.V.’s operations. The C.V. shall bear the costs of the preparation and filing of its tax returns.


7.	Profits and Losses; Distributions


7.1	Except as otherwise provided in Exhibit A relating to allocations for United States income tax purposes, profits and losses (and all items of income, gain, loss and deduction) shall be allocated among the Partners in accordance with their Percentage Interests.


7.2	The Limited Partner(s) will not be obliged to make any additional contributions to the C.V. for any reason.


7.3	Distributions.


7.3.1	To the extent permitted by applicable law and hereunder, distributions to Partners may be declared by the Managing Partner out of legally available funds in such amounts and on such terms

(including the payment dates of such distributions) as the Managing Partner shall determine using such record date as the Managing Partner may designate; such distribution shall be made to the Partners as of the close of business on such record date on a pro rata basis in accordance with their Percentage Interests as of the close of business on such record date.

Distributions on a non pro rata basis may be declared subject to the approvals required by Article 12.

7.3.2

To the extent permitted by applicable law and to any restrictions contained in any agreement to which the C.V. is bound prior to making distributions pursuant to Article 7.3.1, on each Tax Distribution Date the C.V. shall, subject to the availability of funds, distribute to the Partners in accordance with their Percentage Interests in cash an amount sufficient to cause each Partner to receive an amount at least equal to such Partner’s Assumed Tax Liability, if any. “Tax Distribution Date” means any date that is two business days prior to the date on which estimated United States income tax payments are required to be made by calendar year individual taxpayers and each due date for the United States income tax return of an individual calendar year taxpayer (without regard to extensions) or such other dates as selected by the Managing Partner. “Assumed Tax Liability” of each Partner means an amount equal to (i) the amount of income taxes (including tax under section 1411 and any applicable estimated taxes), determined taking into account the character of income and loss allocated as it affects the applicable tax rate, that the Managing Partner estimates would be due from such Partner on such Tax Distribution Date, (x) assuming such Partner were an individual resident of the State of Louisiana who earned solely the items of income, gain, deduction, loss, and/or credit allocated to such Partner by the C.V., (y) after taking proper account of loss carryforwards available to individual taxpayers resulting from losses allocated to the Partners by the C.V. (including allocations provided for in Section A-5(b) of Exhibit A), to the extent not taken into account in prior periods, and (z) assuming that such Partner is subject to tax at the highest applicable rate, reduced by (ii) all other distributions made to such Partner in respect of the period for which the Assumed Tax Liability is calculated.


7.3.3	Withholding.

The C.V. may withhold distributions or portions thereof if it is required to do so by any applicable rule, regulation or law, and each Partner hereby authorizes the C.V. to withhold from and pay on behalf of or with respect to such Partner any amount of taxes that the Managing Partner determines that the C.V. is required to withhold and pay with respect to any amount distributable

or allocable to such Partner pursuant to this Agreement. Except with respect to amounts that a Partner contributes to the C.V. upon the request of the Managing Partner, any amounts withheld pursuant to this Section 7.3.3 shall be treated as having been distributed to such Partner for all purposes of this Agreement at the time such withholding is made. To the extent that the cumulative amount of such withholding for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a loan from the C.V. to such Partner, with interest accruing at the primary rate of interest then publicly quoted by JPMorgan Chase Bank or at the request of the Managing Partner, the amount of such excess shall be promptly paid to the C.V. by the Partner on whose behalf such withholding is required to be made, provided that any such payment shall not be treated as a Capital Contribution and shall not reduce the amount that a Partner is otherwise obligated to contribute to the C.V. Any income from any deemed loan shall not be allocated to or distributed to the Partner requiring such loan. Any such loan shall be satisfied out of distributions to which such Partner would otherwise be subsequently entitled until such time as the Managing Partner requests that the Partner pay such amount to the C.V. Each Partner hereby agrees to indemnify and hold harmless the C.V., the other Partners and the Managing Partner from and against any liability (including any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner.


8.	Retirement, continuation and termination


8.1	A Partner shall retire:


a.	if the Partner (legal entity) is dissolved;


b.	if the Partner’s bankruptcy becomes irrevocable;


c.	if the Partner applies for a moratorium of payments;


d.	if Article 1684, Book 7A of the Dutch Civil Code (“severe reason”) applies to an individual Partner, as a result of which its membership terminates.

8.2

If any Partner retires pursuant to any of the events specified in Article 8.1, the Partners receiving the termination notice, or the Partners who are not subject to any of the events specified in Article 8.1(a-c), or the Partners to which Article 1684, Book 7A, Dutch Civil Code does not apply - hereafter referred to as the “Remaining Partners” - shall continue the affairs of the C.V. for their own account and under the same name, unless they have notified their former co-partner -

hereafter the “Resigning Partner” - within one month of the latter’s resignation that they have elected not to continue the affairs of the C.V., in which case the C.V. shall be dissolved in accordance with Article 8.7.

If the C.V.’s affairs are not terminated, the provisions governing this limited partnership may be amended to reflect the new legal relationship, which has arisen between the Remaining Partners (and any newly admitted Partners).

8.3

If a Partner retires and the Remaining Partners have not elected to terminate the C.V., then the Remaining Partner(s) shall be under a duty to take over the Resigning Partner’s rights in the assets belonging to the C.V., and shall also assume all liabilities of the Resigning Partner towards the C.V., and pay the Resigning Partner the sum specified in Article 8.4. In deviation of the previous sentence, the Parties may also resolve that the Resigning Partner shall receive the Resigning Partner’s Percentage Interest of all assets of the C.V., provided that he/she assumes a pro rata portion of the liabilities of the C.V.


8.4	The sum referred to Article 8.3 shall be equivalent to the product of the Resigning Partner’s Percentage Interest multiplied by the net fair market value of the C.V.’s assets.

Unless the parties make deviating arrangements, any valuations required for determining the sum of money to be paid to the Resigning Partner shall be carried out by three experts, whose valuations shall be binding upon all parties. The expert(s) shall be appointed by the parties in mutual consultation.


8.5	The sum referred to above shall be paid to the Resigning Partner not later than one year after the first day of the month following the month of resignation.


8.6	If a Partner other than the Resigning Partner has no wish to continue the C.V. and notifies the other Partners within the one month period referred to in Article 8.2, such Partner shall be deemed to retire at the same time as the Resigning Partner and such Partner shall also be considered a Resigning Partner for the purposes of this Article.


8.7	The C.V. shall be terminated upon the occurrence of any of the following events:

a. the Partners unanimously elect to terminate the C.V.;


b.	any Partner retires and none of the other Partners wishes to continue the affairs of the C.V. in accordance with Article 8.2;


c.	if Article 1684, Book 7A of the Dutch Civil Code applies to the entire C.V.


8.8	Upon the termination of the C.V., the C.V.’s affairs shall be liquidated as soon as possible by the Managing Partner or another liquidator to be appointed by the Managing Partner.


8.9	The liquidator shall prepare the liquidation accounts of the C.V. in order to reflect the entitlement of each Partner calculated in accordance with Article 8.4.

Article 6 shall similarly apply to the approval of the liquidation accounts.

8.10

After payment of all creditors of the C.V., the remaining assets of the C.V. following its termination shall be distributed to the Partners whereby each of the Partners shall be entitled to distributions in proportion to each Partner's Percentage Interest as per the date of termination of the C.V. The Managing Partner shall in its sole discretion determine how the cash and other assets will be distributed to the each of those Partners and the Managing Partner will in its sole discretion determine the other details.


8.11	If there is any liquidation deficit, such deficit shall be entirely borne by the General Partner. The Limited Partner(s) shall not have any obligation to make any additional contributions for the covering of debts of the C.V.


8.12	Any payments to be made to the Partners in connection with the liquidation of the C.V. shall be made within one month from the date on which the liquidation accounts are established.

Any payments to be made by the General Partner to cover any liquidation deficit pursuant to Article 8.11 shall be made within one month from the date on which the liquidation accounts are established.


8.13	The books and records of the C.V. shall remain in the custody of the liquidator unless the former Partners determine otherwise.


9.	Voting rights and decision making


9.1	Each Partner is entitled to cast one vote. Unless stated otherwise herein, all decisions to be taken by the Partners pursuant to this Agreement shall be adopted by a simple majority of the votes cast.


9.2	Each Partner shall appoint a natural person or legal entity to exclusively represent it in all matters regarding the C.V. Such appointment shall be valid, until a replacement is notified to the C.V. in accordance with Article 15.


10.	Access to records and accounts

The Partners or any of their respective designated representatives, in person or by attorney or other agent, shall, upon written demand stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose any of the books or records of the C.V.; provided, that for purposes of this sentence, a proper purpose shall mean any purpose reasonably related to such person’s interest as a Partner. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the Partner. The demand shall be directed to the C.V. at its registered office or at its principal place of business.


11.	Confidentiality

11.1

The C.V. shall not, nor shall it permit any subsidiary to, disclose any Partner’s name or identity as an investor in the C.V. in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent of such Partner, which consent shall not be unreasonably withheld or delayed, unless such disclosure is otherwise required by applicable law or by any regulatory or self-regulatory organization having jurisdiction or by order of a court of competent jurisdiction, in which case (except with respect to disclosure that is required in connection with the filing of federal, state and local tax returns) prior to making such disclosure the C.V. shall give written notice to such Partner describing in reasonable detail the proposed content of such disclosure and shall permit such Partner to review and comment upon the form and substance of such disclosure and allow such Partner to seek confidential treatment therefor.

11.2

Each Partner expressly agrees to maintain, for so long as such person is a Partner and for two (2) years thereafter, the confidentiality of, and not to disclose to any person other than the C.V. (and any successor of the C.V. or any person acquiring (whether by merger, consolidation, sale, exchange or otherwise) all or a material portion of the assets or interests of the C.V. or any of its subsidiaries), another Partner or a person designated by the C.V. or any of their respective financial planners, accountants, attorneys or other advisors, any information relating to the business (current or proposed), financial structure, financial position or financial results, clients or affairs of the C.V. or any of its subsidiaries that shall not be generally known to the public, except (i) as otherwise required by applicable law or by any regulatory or self-regulatory organization having jurisdiction or by order of a court of competent jurisdiction, in which case (except with respect to disclosure that is required in connection with the filing of federal, state and local tax returns or by any regulatory or self-regulatory organization) prior to making such disclosure such Partner shall give written notice to the C.V. describing in reasonable detail the proposed content of such disclosure and shall permit the C.V. to review and comment upon the form and substance of such disclosure and allow the C.V. to seek confidential treatment therefor, and (ii) in the case of any Partner who is employed by the C.V. or any of its subsidiaries, in the ordinary course of his or her duties to the C.V. or any of its subsidiaries; provided, however, that a Partner may report to its stockholders, limited partners, members or other owners, as the case may be, regarding the general status of its investment in the C.V. (without disclosing specific confidential information).


12.	Admission and Substitution of Partners; Participation in and by Other Partnerships

12.1

a. The sale, transfer, exchange, assignment, gift, right of usufruct or other disposition, including but not limited to a disposition pursuant to a legal merger, legal division, dissolution or liquidation, whether voluntary or involuntary of all or any part of a Partner’s economic or legal interest in the C.V. shall require the prior written consent of all of the Partners. Such consent may be granted or withheld by each of them in their sole and absolute discretion.

The admission and/or substitution of a Limited Partner shall require the prior written consent of all of the Partners. Admission or substitution of a Partner, a partner (limited or general partner) of such Partner (“Upper-tier Partner”) or a Lower-tier Partner (to be defined below) as referred to in this Article shall include proposed capital contributions and repayments of capital contributions, including the retirement of a Partner as referred

to in article 8 of this Agreement, Upper-tier Partner or Lower-tier Partner, on a non pro rata basis, and any transfers of interests in the C.V. among Partners, including redetermination of Percentage Interests as referred to in Article 4.4.


c.	In case a Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of a Limited Partner shall in addition require the prior written consent of all of the Upper-tier Partners.


d.	In case a Limited Partner is a transparent entity according to Dutch tax principles, any admission and/or substitution of an Upper-tier Partner shall require the prior written consent of all of the Partners and all of the Upper-tier Partners.


e.	If C.V. has become a partner of another entity which is a transparent entity according to Dutch tax principles, any admission and/or substitution of a Limited Partner shall in addition require the prior written consent of all of the partners (limited partners and general partners) of such entity (“Lower-tier Partners”).

12.2

In case the C.V. wishes to become a partner (whether a limited partner or a general partner) of another entity which is a transparent entity according to Dutch tax principles, or in case another entity which is a transparent entity according to Dutch tax principles wishes to become a partner in the C.V., such other entity’s partnership agreement, statute, articles, bylaws or other governing document or agreement, whichever applies, has to contain provisions similar to Article 12.1 and this Article 12.2.


12.3	Any admission or substitution without the unanimous prior written consents required under this Article 12.1 shall be null and void.


12.4	Any admission or substitution of a Partner, an Upper-tier Partner or a Lower-tier Partner does not cause the C.V. to terminate or to dissolve.


13.	Limited liability of Partner(s); Investment Opportunities; Performance of Duties; Conflicts of Interest


13.1	The Limited Partner(s) shall have no liability with respect to the debts of or the claims against the C.V.; each Limited Partner shall only be liable to make its agreed capital contributions.


13.2	Except as otherwise provided by applicable law, a Partner may, but shall not be obligated to, lend money to the C.V., act as a surety or guarantor for the C.V., or transact other business with the C.V., and has the same rights and obligations when transacting business with the C.V. as a person or entity who is not a Partner.

13.3

To the fullest extent permitted by applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Partners, and any of their respective affiliates and any of their respective officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries (other than the C.V. and its subsidiaries) (each, a “Business Opportunity Exempt Party”). The C.V. renounces any interest or expectancy of the C.V. in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunity Exempt Party. No Business Opportunity Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the C.V. shall have any duty to communicate or offer such opportunity to the C.V. No amendment or repeal of this Article 13.3 shall apply to or have any effect on the liability or alleged liability of any Business Opportunity Exempt Party for or with respect to any opportunities of which any such Business Opportunity Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any FINV shares or interests in the C.V. shall be deemed to have notice of and consented to the provisions of this Article 13.3. Neither the alteration, amendment or repeal of this Article 13.3, nor the adoption of any provision inconsistent with this Article 13.3, shall eliminate or reduce the effect of this Article 13.3 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article 13.3, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Notwithstanding the foregoing, a Business Opportunity Exempt Party who is a director or officer of the Managing Partner and who is offered a business opportunity of the Managing Partner reasonably determined by the party receiving the opportunity to be expressly in his or her capacity as a director or officer of the Managing Partner shall be obligated to communicate and offer such business opportunity to the Managing Partner and the Managing Partner and the C.V. do not renounce any such opportunity. Nothing this Article 13.3 shall limit the confidentiality obligations set forth in Article 11 or any fiduciary obligations of the directors of the Managing Partner.


13.4	In performing its, his or her duties, each of the Partners shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including

financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the C.V. and its subsidiaries), of the following other Persons or groups: (i) one or more officers or employees of such Partner or the C.V. or any of its subsidiaries, (ii) any attorney, independent accountant or other Person employed or engaged by such Partner or the C.V. or any of its subsidiaries, or (iii) any other Person who has been selected with reasonable care by or on behalf of such Partner or the C.V. or any of its subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence.


14.	Indemnification

14.1

To the fullest extent permissible by law, the C.V. shall indemnify and reimburse for, and hold harmless against, each of the Limited Partners, the Managing Partner and their respective affiliates and the stockholders, members, managers, directors, officers, partners, employees and agents of the Partners, the Managing Partner and their respective affiliates (collectively, the “Indemnified Persons”):

any and all liabilities, claims, judgments, fines and penalties (collectively, the “Claims”) incurred by an Indemnified Person as a result of any expected, threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative (each a “Legal Action”) in relation to any act or omission in or related to his or her capacity as Indemnified Person; and


b.	any expenses (including reasonable attorneys’ fees and litigation costs) (collectively, “Expenses”) incurred by an Indemnified Person in connection with any Legal Action.


14.2	An Indemnified Person will not be held harmless, indemnified and reimbursed as referred to above in paragraph 1, if and to the extent:


a.	a Dutch court has made a final and binding judgment that the act or omission of the Indemnified Person can be characterized as willful misconduct ( opzet ), willful recklessness ( bewuste roekeloosheid ) or serious culpability ( ernstig verwijt ); and/or


b.	the costs or the loss of the Indemnified Person is covered by insurance and the insurer has compensated him or her for the costs or loss.


14.3	When a Dutch court has made a final and binding judgment that an Indemnified Person has no claim to the indemnification as referred to above in paragraph 1, the Indemnified Person shall

immediately repay to the C.V. any amount of indemnification it received from the company. The C.V. can demand surety for the repayment obligation of the concerned party.


14.4	The company shall use all its reasonable endeavors to provide for, and shall bear the cost of, insurance covering Claims against, and Expenses incurred by, the Indemnified Persons in connection with any Legal Action.

14.5

The C.V. may enter into agreements with the Managing Partner to provide for indemnification consistent with the terms and conditions set forth in this Article 14. Unless otherwise agreed by the Managing Partner, the C.V. shall maintain insurance, at its expense, on its own behalf and on behalf of the Indemnified Persons against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the C.V. would have the power to indemnify such person against such liability under this Article 14.

14.6

Expenses incurred by an Indemnified Person in defending a Proceeding shall be paid by the C.V. in advance of such Proceeding’s final disposition upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the C.V. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Managing Partner deems appropriate. The indemnification and advancement of expenses set forth in this Article 14 shall continue as to an Indemnified Person who has ceased to be a named Indemnified Person and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns of such a person.

14.7

Persons who are not covered by the foregoing provisions of this Article 14 and who are or were partners, employees or agents of the C.V., or who are or were serving at the request of the C.V. as employees or agents of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Managing Partner.


14.8	The provisions of this Article 14 shall be deemed to be a contract right between the C.V. and each person who serves in such capacity at any time while this Article 14 and the relevant provisions of applicable law are in effect, and any repeal or modification of this Article 14 or any such law shall not affect any rights or obligations then existing with respect to any state of

facts or Proceeding then existing. The indemnification and other rights provided for in this Article 14 shall inure to the benefit of the heirs, executors and administrators of any Indemnified Person. Except as provided in Article 14, the C.V. shall indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the Managing Partner.

14.9

For purposes of this Article 14, references to “the C.V.” shall include, in addition to the resulting company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its managers, directors, officers, employees or agents, so that any Person who is or was a manager, director, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 14 with respect to the resulting or surviving company as he or she would have with respect to such constituent company if its separate existence had continued. For purposes of this Article 14, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the C.V.” shall include any service as a manager, officer, employee or agent of the C.V. that imposes duties on, or involves services by, such manager, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the C.V.” as referred to in this Article 14.

14.10

Anything herein to the contrary notwithstanding, any indemnity by the C.V. relating to the matters covered in this Article 14 shall be provided out of and to the extent of C.V. assets only and no Partner (unless such Partner otherwise agrees in writing or is found in a final decision of a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional contributions to help satisfy such indemnity of the C.V.


15.	Notices

The notices given pursuant to this Agreement shall be in writing and shall be sufficiently given if delivered by hand (or sent by first class mail) to the recipient at the address set out below. Any notice sent by hand shall be deemed effective at the time of receipt; any notice sent by mail shall be deemed effective seven days after the date on which it was sent.

to FIM:

Frank’s International Management B.V.

Attn. Managing Director

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

to FILP:

Frank's International LP B.V.

Attn. Managing Director

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

to MH:

Mosing Holdings, Inc.

Attn. President

10260 Westheimer Rd

Houston, Texas 77042

United States of America


16.	Miscellaneous


16.1	Article headings are inserted in this Agreement for case of reference only and do not form a part of this Agreement for the purposes of interpretation.


16.2	If any part of this Agreement becomes invalid or unenforceable the parties shall endeavor to agree to such amendment, which shall, as far as possible, effect the intentions expressed herein.

In default of such agreement, the invalidity of such provision shall not affect the other provisions of this Agreement and all provisions not affected by the invalidity shall remain in full force and effect.


16.3	The authentic language of this Agreement shall be the English language and all notices, reports and other communications hereunder shall be in English.


16.4	No provision of this Agreement may be amended or waiver without the unanimous prior written consent of the Partners.


17.	Governing law and settlement of disputes


17.1	This Agreement shall be governed and construed in accordance with the laws of the Netherlands.


17.2	The parties hereto shall use their best endeavors to settle any possible disputes in an amicable way. In the event conciliation fails, all disputes arising in connection with this Agreement or further agreements resulting thereof, shall be finally settled by the Court of Amsterdam, The Netherlands.

IN WITNESS WHEREOF this Agreement was executed on the dates written below, with effect as per December 31, 2015.



Frank's International Management B.V.

By:	Jeffrey J. Bird	on	February 26, 2016

Title:	Managing director

Signature:	/s/ Jeffrey J. Bird



Frank's International LP B.V.

By:	Frank's International Management B.V.

Title:	Managing director A

By:	Jeffrey J. Bird	on	February 26, 2016

Title:	Managing director A

Signature:	/s/ Jeffrey J. Bird



By:	Intertrust (Netherlands) B.V.	on	February 29, 2016

Title:	Managing director B

By:	D.J. Jaarsma		By:	H.J. Witsenburg

Title:	Proxy holder		Title:	Proxy holder

Signature:	/s/ D.J. Jaarsma		Signature:	/s/ H.J. Witsenburg


Mosing Holdings, Inc.


By:	Donald Keith Mosing	on	February 26, 2016

Title:	Chairman, President & Chief Executive Officer

Signature:	/s/ Donald Keith Mosing

By co-signing this Amendment Agreement No. 8 to the partnership agreement of Frank's International C.V. (the "C.V."), the following parties, of which the C.V. directly or indirectly is a partner, confirm their prior consent to the additional capital contributions by Frank's International LP B.V. to the C.V.

Frank's International, LP ,

represented by its general partner Frank's International GP, LLC,

on its turn represented by:



Name:	John Walker

Title:	Executive Vice President, Operations

Signature:	/s/ John Walker

Frank's International, LLC ,

represented by its sole member Frank's International, LP, on its turn represented by its general partner Frank's International GP, LLC, which on its turn is represented by:



Name:	John Walker

Title:	Executive Vice President, Operations

Signature:	/s/ John Walker

EXHIBIT A

United States Tax Provisions

This Exhibit A reflects the agreement of the Partners regarding certain UNITED STATES TAX MATTERS , including that for United States federal income tax purposes, the C.V. shall maintain a capital account for each Partner and shall allocate all items of the C.V.’s income, gain, loss and deduction as provided for in this Exhibit A.

A-1. Definitions . Capitalized words and phrases used in this Exhibit A have the respective meanings ascribed to them in Amendment No. 5 to The Limited Partnership Agreement of Frank’s International C.V. dated effective October 14, 2013 (the “Agreement”) except as otherwise provided below. As used in this Exhibit A, the following terms shall have the following meanings:

1 “ Adjusted Capital Account ” means the capital account maintained for each Partner, (a) increased by any amounts that such Partner is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Partner. The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

2 “ Allocation Period ” means the period (a) commencing on the date hereof or, for any Allocation Period other than such first Allocation Period, the day following the end of a prior Allocation Period and (b) ending (A) on the last day of each Fiscal Year, (B) on the day preceding any day in which an adjustment to the Book Value of the C.V.’s properties pursuant to clause (b)(i), (ii), (iii) or (v) of the definition of Book Value occurs, (C) immediately after any day in which an adjustment to the Book Value of the C.V.’s properties pursuant to clause (b)(iv) of the definition of Book Value occurs, or (D) on any other date determined by the Managing Partner.

3 “ Book Value ” means, with respect to any property or Obligation of the C.V., such property’s adjusted basis or such Obligation’s adjusted issue price for U.S. federal income tax purposes, except as follows:

(a) The initial Book Value of any property contributed by a Partner to the C.V. shall be the fair market value of such property as determined by the Managing Partner as of the date of such contribution.

(b) The initial Book Value of any Obligation assumed, or taken subject to, by the C.V. from a Partner in connection with a contribution to the C.V. subject to Code Section 721 shall be the Gross Liability Value of such Obligation as determined by the Managing Partner as of the date of such assumption or taking subject to.

(c) The Book Values of all properties shall be adjusted to equal their respective fair market values as determined by the Managing Partner in connection with (i) the acquisition of an interest (or additional interest) in the C.V. by any new or existing Partner in exchange for more than a de minimis Capital Contribution to the C.V. or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the C.V., (ii) the distribution by the C.V. to a Partner of more than a de minimis amount of property as consideration for an interest in the C.V., (iii) the liquidation of the C.V., including within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Code Section 708(b)(1)(B)), or (iv) any other event to the extent determined by the Managing Partner to be permitted and necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(q); provided that adjustments pursuant to

clauses (i), (ii) and (iv) above shall be made only if the Managing Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the C.V.

(d) The Book Value of property distributed to a Partner shall be adjusted immediately prior to the distribution to equal the fair market value of such property as determined by the Managing Partner as of the date of such distribution and the Book Value of any Obligation of the C.V. that is assumed, or taken subject to, by a Partner in connection with a distribution of property to the Partner in a transaction subject to Code Section 731 shall be adjusted immediately prior thereto to equal the Gross Liability Value of such Obligation as of the date it is assumed or taken subject to by such Partner.

(e) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining capital accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of Profits or Losses or Section A-4(h); provided, however, that the Book Value of property shall not be adjusted pursuant to this clause (e) to the extent that the Managing Partner reasonably determines an adjustment pursuant to clause (c) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (e).

(f) The Book Value of each Obligation of the C.V. shall be adjusted to equal the obligation’s Gross Liability Value as determined by the Managing Partner at such times as an adjustment to the Book Value of property of the C.V. is made pursuant to clause (c) hereof..

(g) If the Book Value of property has been determined or adjusted pursuant to clauses (a), (c) or (e) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant hereto.

(h) If the Book Value of an Obligation of the C.V. has been determined or adjusted pursuant to clauses (b) or (f) hereof, such Book Value shall thereafter be adjusted based on the method adopted under subparagraph (g) of the definition of “Profits” and “Losses” to determine the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account.

4 “ Capital Contribution ” means, with respect to any Partner, the amount of money, and the initial Book Value of any property contributed to the C.V. by such Partner, in accordance with Article IV ; provided that any deemed contribution pursuant to Article 4.4(b)(i) shall not be treated as a Capital Contribution for purposes of determining the Partners’ capital accounts and instead the revaluation of the property and Obligations of the C.V. pursuant to the definition of “Book Value” and the resulting adjustment of the Partners’ capital accounts hereunder shall be made in a manner consistent with the provisions of Article 4.4(b)(i). Any reference to the Capital Contributions of a Partner will include the Capital Contributions made by a predecessor holder of such Partner’s interest in the C.V. to the extent the Capital Contribution was made in respect of interest in the C.V. Transferred to such Partner.

5 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law.)

6 “ Depreciation ” means, for each Allocation Period an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to property for such Allocation Period, except that (a) with respect to any such property the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “traditional method with curative allocations” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such Allocation Period shall be the amount of book

basis recovered for such Allocation Period under the rules prescribed by Treasury Regulation Section 1.704-3(c), and (b) with respect to any other such property the Book Value of which differs from its adjusted tax basis at the beginning of such Allocation Period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Period bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such Allocation Period is zero dollars ($0.00), Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Managing Partner.

7 “ Economic Risk of Loss ” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

8 “ Fiscal Year ” means the fiscal year of the C.V. which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The C.V. shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

9 " Gross Liability Value " means, with respect to any Obligation of the C.V., the amount of cash that a willing assignor would pay to a willing assignee to assume such Obligation in an arm's-length transaction.

10 “ Minimum Gain ” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(d).

11 “ Nonrecourse Deduction ” has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b).

12 “ Obligation ” has the meaning assigned to that term in Treasury Regulation Section 1.752-1(a)(4)(ii).

13 “ Partner Nonrecourse Debt ” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

14 “ Partner Nonrecourse Debt Minimum Gain ” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treasury Regulation Section 1.704-2(i)(2).

15 “ Partner Nonrecourse Deduction ” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

16 “ Profits ” or “ Losses ” means, for each Allocation Period, an amount equal to the C.V.’s taxable income or loss for such period as computed for U.S. federal income tax purposes, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Any income of the C.V. that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(b) Any expenditures of the C.V. described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses,” shall be subtracted from such taxable income or loss;

(c) In the event the Book Value of any asset is adjusted pursuant to clause (c) or clause (d) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section A-4, be taken into account for purposes of computing Profits or Losses;

(d) In the event the Book Value of any Obligation is adjusted pursuant to clause (d) or clause (f) of the definition of Book Value, the amount of such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Book Value of such Obligation) or an item of gain (if the adjustment decreases the Book Value of such Obligation);

(e) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(g) In determining Profits and Losses, income, gain, deduction or loss resulting from the satisfaction of, or accrual for federal income tax purposes of items with respect to, an Obligation of the C.V. with a Book Value that differs from its adjusted issue price (if any) shall be computed by reference to the Book Value of such Obligation, with the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account being determined under any reasonable method adopted by the Managing Partner;

(h) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining capital account balances as a result of a distribution other than in liquidation of a Partner’s interest in the C.V., the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(i) Any items that are allocated pursuant to Section A-4 shall not be taken into account in computing Profits and Losses, but such items available to be specially allocated pursuant to Section A-4 will be determined by applying rules analogous to those set forth in subparagraphs (a) through (g) above.

17 “ Treasury Regulations ” means the income tax regulations promulgated under the Code, as they may be amended from time to time.

A-2. Capital Accounts . A capital account shall be established and maintained for each Partner in accordance with the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv). Each Partner’s capital account (a) shall be increased by (i) the amount of money contributed by such Partner to the C.V., (ii) the Book Value of property contributed by such Partner to the C.V. (net of the Gross Liability Value of any Obligations secured by the contributed property that the C.V. is considered to assume or take subject to under Code Section 752 or would be considered to have assumed or taken subject to for purposes of Code Section 752 if such Obligation were a liability for purposes of Code Section 752), (iii) allocations to such Partner of Profits and any other items of income or gain allocated to such Partner, and (iv) the Gross Liability Value of any Obligation assumed (or deemed assumed) by the Partner that would not otherwise be taken into account under subparagraph (b)(iii) of this Section A-2 and (b) shall be decreased by (i) the amount of money distributed to such Partner by the C.V., (ii) the Gross Liability Value of any Obligation assumed (or deemed assumed) by the C.V. that would not otherwise be taken

into account under subparagraph (a)(ii) of this Section A-2, (iii) the Book Value of property distributed to such Partner by the C.V. (net of the Gross Liability Value of any Obligations secured by the distributed property that such Partner is considered to assume or take subject to under Code Section 752 or would be considered to have assumed or taken subject to for purposes of Code Section 752 if such Obligation were a liability for purposes of Code Section 752), and (iv) allocations to such Partner of Losses and any other items of loss or deduction allocated to such Partner. The Partners agree that the initial capital account balances of each Partner shall be in the amount as set forth in Exhibit B. On the transfer of all or part of a Partner’s interest in the C.V., the capital account of the transferor that is attributable to the transferred interest in the C.V. shall carry over to the transferee Partner in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(l). For purposes of this Section A-2, in connection with the contribution or distribution of an interest in an entity that is disregarded for U.S. federal income tax purposes, liabilities of such entity shall be treated as secured by the property of that entity. For purposes of determining each partner’s capital account in connection with an offering of stock by FINV, the principles set forth in Section 4.4(b) of the Agreement shall apply. As set forth in Article 4.5(b) of the Agreement, in connection with the issuance of stock in FINV to an employee or other service provider for services rendered to or for the benefit of FICV, that section shall apply for the purposes of maintaining capital accounts.

A-3. Allocations of Profits and Losses . After giving effect to the allocations under Section A-4.1 , Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate to achieve the resulting capital account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners during such Allocation Period, in such a manner as shall cause the capital accounts of the Partners (as adjusted to reflect all allocations under Section A-4 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners would receive if all assets of the C.V. on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations of the C.V. were satisfied in cash for an amount equal to their Book Values (limited in the case of non-recourse debt to the Book Value of the property securing such debt), and all remaining or resulting cash were distributed to the Partners in accordance with their Percentage Interests minus (b) such Partner’s share of Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner is treated as obligated to contribute to the C.V., computed immediately after the hypothetical sale of assets.

A-4. Special Allocations . The following allocations shall be made in the following order:

(a) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners as determined by the Managing Partner, to the extent permitted by the Treasury Regulations.

(b) Partner Nonrecourse Deductions Attributable to Partner Nonrecourse Debt. Partner Nonrecourse Deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partners bearing the Economic Risk of Loss for such Partner Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Partner bears the Economic Risk of Loss for such Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable to such Partner Nonrecourse Debt shall be allocated among the Partners according to the ratio in which they bear the Economic Risk of Loss. This Section A-4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Partner Minimum Gain Chargeback. Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the C.V. did not have sufficient amounts of income and gain during prior periods to allocate among the Partners under this Section A-4(c)), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the

net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section A-4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Partner Nonrecourse Debt Minimum Gain Chargeback . Notwithstanding any provision hereof to the contrary except Section A-4(c) (dealing with Minimum Gain), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for an Allocation Period (or if there was a net decrease in Partner Nonrecourse Debt Minimum Gain for a prior Allocation Period and the C.V. did not have sufficient amounts of income and gain during prior periods to allocate among the Partners under this Section A-4(d), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section A-4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section A-4(a) and Section A-4(b), no Losses or other items of loss or expense shall be allocated to any Partner to the extent that such allocation would cause such Partner to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section A-4(e) shall be allocated to the Partners who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Partner to have a deficit in its Adjusted Capital Account.

(f) Qualified Income Offset . Notwithstanding any provision hereof to the contrary except Section A-4(c) and Section A-4(d), a Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate any deficit balance in such Partner’s Adjusted Capital Account as quickly as possible; provided that an allocation pursuant to this Section A-4(f) shall be made only if and to the extent that such Partner would have deficit Adjusted Capital Account balance after all other allocations provided for in this Exhibit A have been tentatively made as if this Section A-4(f) were not in this Agreement. This Section A-4(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(g) Gross Income Allocation. In the event that any Partner has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Partner shall be allocated items of C.V. gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section A-4(g) shall be made only if and to the extent that such Partner would have a deficit balance in its capital account after all other allocations provided for in this Exhibit A have been tentatively made as if Section A-4(f) and this Section A-4(g) were not in this Exhibit A.

(h) Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any C.V. properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv) (m) (2) or 1.704-1(b)(2)(iv) (m) (4) to be taken into account in determining capital accounts as the result of a distribution to any Partner in complete liquidation of such Partner’s interest in the C.V., the amount of such adjustment to capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Partners in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) (m) (2) if such Treasury Regulation Section applies, or to the Partner to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv) (m) (4) applies.

A-5. Income Tax Allocations .

(a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Section 6.01 or Section A-4 , except as otherwise provided in this Section A-4 .

(b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any C.V. property or Obligations having a Book Value that differs from such property’s adjusted tax basis or adjusted issue price, respectively, for U.S. federal income tax purposes shall, solely for U.S. federal income tax purposes, be allocated among the Partners in order to account for any such difference using the “traditional method with curative allocations” under Treasury Regulation Section 1.704-3(c) or such other method or methods as determined by the Managing Partner to be appropriate and in accordance with the applicable Treasury Regulations.

(c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Partners who received the benefit of such deductions (taking into account the effect of allocations under Code Section 704(c)), and (ii) recapture of grants credits shall be allocated to the Partners in accordance with applicable law.

(d) Tax credits of the C.V. shall be allocated among the Partners as provided in Treasury Regulation Sections 1.704‑1(b)(4)(ii) and 1.704‑1(b)(4)(viii).

(e) Allocations pursuant to this Section A-4 are solely for purposes of U.S. federal, state, and local taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Partner’s capital account or share of Profits, Losses, other items or distributions pursuant to any provision of this Exhibit A or the Agreement.

A-6. Other Allocation Rules.

(a) All items of income, gain, loss, deduction and credit allocable to an interest in the C.V. that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year during which each was recognized as the owner of such interest, without regard to the results of C.V. operations during any particular portion of that year and without regard to whether cash distributions were made to the Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder.

(b) The Partners’ proportionate shares of the “excess nonrecourse liabilities” of the C.V., within the meaning of Treasury Regulation Section 1.752-3(a)(3), shall be allocated to the Partners in any manner determined by the Managing Partner and permissible under the Treasury Regulations.

(c) The allocations set forth in Sections A-3, A-4, A-5 and the preceding provisions of this Section A-6 are intended to comply with the Treasury Regulations. If the Managing Partner determines that a Partner’s capital account or the allocations to a Partner are not in compliance with the Treasury Regulations, the Managing Partner is authorized to make any appropriate adjustments.

A-7. Tax Matters Partner; Section 754 Election; Tax Classification.

(a) Tax Matters Partner. The “ Tax Matters Partner ” (as such term is defined in Section 6231(a)(7) of the Code) of the C.V. shall be the General Partner. The Tax Matters Partner shall use commercially reasonable efforts to comply with the responsibilities outlined in Sections 6221 through 6233 of the Code (including the Regulations promulgated thereunder) and shall have any powers necessary to perform

fully in such capacity. In such regard, the Tax Matters Partner’s authority shall include the authority to (i) prepare and file all tax returns of the C.V., (ii) make such elections under the Code and other relevant tax laws in a manner consistent with the provisions of this Exhibit A as to the treatment of items of C.V. income, gain, loss and deduction, (iii) determine which items of cash outlay are to be capitalized or treated as current expenses, (iv) select the method of accounting and bookkeeping procedures to be used by the C.V., and (v) represent the C.V. before taxing authorities and courts in tax matters affecting the C.V. and the Partners in their capacity as such and shall keep the Partners informed of any such administrative and judicial proceedings. The Tax Matters Partner shall be entitled to be reimbursed by the C.V. for all costs and expenses incurred by it in connection with any administrative or judicial proceeding affecting tax matters of the C.V. and the Partners in their capacity as such and to be indemnified by the C.V. (solely out of C.V. assets) with respect to any action brought against it in connection with any judgment in or settlement of any such proceeding. Any Partner who enters into a settlement agreement with respect to any C.V. item shall notify the Tax Matters Partner of such settlement agreement and its terms within 30 days after the date of settlement. This Section A-7(a) shall survive any termination of this Exhibit A or the C.V.

(b) Section 754 Election. In the event of a transfer of an interest in the C.V. as permitted pursuant to this Exhibit A or a distribution of property to a Partner, the Tax Matters Partner shall cause the C.V. to make a timely election (a “Section 754 Election”) under Section 754 of the Code.

(c) Classification as a Partnership. The parties hereto intend the C.V. be classified as a Partnership for United States federal income tax purposes effective as of the date of formation. The General Partner shall not elect to have the C.V. classified as an association taxable as a corporation for United States federal income tax purposes pursuant to Regulation section 301.7701-3. The Tax Matters Partner shall, for and on behalf of the C.V., take all steps as may be required to maintain the C.V.’s classification as a Partnership for federal income tax purposes, including affirmatively electing to classify the C.V. as a Partnership by timely executing and filing Internal Revenue Service Form 8832 effective as of the date of formation of the C.V. By incorporating this Exhibit A into the Agreement, each of the parties hereto consents to the authority of the Tax Matters Partner to make any such election and shall cooperate in the making of such election (including providing consents and other authorizations that may be required). The C.V. shall not, with respect to the partnership interests in the C.V., “participate” (within the meaning of Regulation section 1.7704-1(d)(1)) in the establishment of an “established securities market” (within the meaning of Regulation section 1.7704-1(b)) or a “secondary market or the substantial equivalent thereof” (within the meaning of Regulation section 1.7704-1(c)) or, in either case, the inclusion of the partnership interests in the C.V. thereon.

EXHIBIT B

Initial Capital Account Balances ¹



FIM	FILP	MH	Total
$4,543,000 ²	$3,372,985,000 ³	$1,165,472,000 ⁴	$4,543,000,000

1 These initial capital account balances are based on a total fair market value of the C.V. of $4,543,000,000 (calculated by multiplying the sum of the FINV A Shares and the FINV Common Shares outstanding immediately following the FINV initial public offering (206,500,000 shares) by the offering price of $22 per share).

2 = .001 * 4,543,000,000

3 = ((153,524,000 FINV Common Shares / 206,500,000 total FINV A Shares and FINV Common Shares) - .001) * 4,543,000,000

4 = (52,976,000 FINV A Shares / 206,500,000 total FINV A Shares and FINV Common Shares) * 4,543,000,000

Exhibit 21.1

LIST OF SUBSIDIARIES OF FRANK'S INTERNATIONAL N.V.



Entity		Jurisdiction

Frank's International AS		Norway
Frank's International, LLC		Texas
Frank's International (B.V.I.) Limited		British Virgin Islands
Frank's International Middle East (BVI) Ltd		British Virgin Islands
Frank's International West Africa (B.V.I.) Limited		British Virgin Islands
Frank's Oilfield Services Limited		British Virgin Islands
Oilfield Equipment Rentals B.V.		Netherlands
Oilfield Equipment Rentals Limited		Dubai / Jebel Alie Free Zone of 2003

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-190607) and Form S-3 (No. 333-200588) of Frank’s International N.V. of our report dated February 29, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 29, 2016

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, Gary P. Luquette, certify that:


1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2015 (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: February 29, 2016

/s/ Gary P. Luquette

Gary P. Luquette

President and Chief Executive Officer

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, Jeffrey J. Bird, certify that:


1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2015 (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: February 29, 2016

/s/ Jeffrey J. Bird

Jeffrey J. Bird

Executive Vice President and Chief Financial Officer

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 Annual Report of Frank’s International N.V. (the “Company”) on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary P. Luquette, 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.



February 29, 2016		/s/ Gary P. Luquette
		Gary P. Luquette
		President and Chief Executive Officer

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 Annual Report of Frank’s International N.V. (the “Company”) on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey J. Bird, Executive 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.



February 29, 2016		/s/ Jeffrey J. Bird
		Jeffrey J. Bird
		Executive Vice President and Chief Financial Officer