8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2018

McDermott International, Inc.

(Exact name of registrant as specified in its charter)

REPUBLIC OF PANAMA	001-08430	72-0593134
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4424 Sam Houston Parkway North		77041
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code: (281) 870-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

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

Item 2.02 Results of Operations and Financial Condition.

On February 21, 2018, McDermott International, Inc. (“McDermott,” “we” or “us”) issued a press release and supplemental financial information announcing McDermott’s financial results for the quarter and year ended December 31, 2017. A copy of the press release is furnished as Exhibit 99.1 and the supplemental financial information is furnished as Exhibit 99.2, and the information contained in Exhibits 99.1 and 99.2 is incorporated by reference into this item.

Item 8.01 Other Events.

The information contained in Item 2.02 is incorporated by reference into this item.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, on January 24, 2018, McDermott filed a Registration Statement on Form S-4 with the SEC, that included (1) a joint proxy statement of McDermott and Chicago Bridge & Iron Company N.V. (“CB&I”), which also constitutes a prospectus of McDermott and (2) an offering prospectus of McDermott Technology, B.V. to be used in connection with McDermott Technology, B.V.’s offer to acquire CB&I shares. After the registration statement is declared effective by the SEC, McDermott and CB&I intend to mail a definitive joint proxy statement/prospectus to stockholders of McDermott and shareholders of CB&I. Additionally, McDermott Technology, B.V. intends to file a Tender Offer Statement on Schedule TO-T (the “Schedule TO”) with the SEC and soon thereafter CB&I intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the exchange offer. The exchange offer for the outstanding common stock of CB&I referred to in this document has not yet commenced. The solicitation and offer to purchase shares of CB&I’s common stock will only be made pursuant to the Schedule TO and related offer to purchase. This material is not a substitute for the joint proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or the Registration Statement or for any other document that McDermott or CB&I may file with the SEC and send to McDermott’s and/or CB&I’s shareholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND CB&I WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED TRANSACTIONS.

Investors will be able to obtain free copies of the Registration Statement, joint proxy statement/prospectus, Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by McDermott and CB&I with the SEC (when they become available) at http://www.sec.gov, the SEC’s website, or free of charge from McDermott’s website (http://www.mcdermott.com) under the tab, “Investors” and under the heading “Financial Information” or by contacting McDermott’s Investor Relations Department at (281) 870-5147. These documents are also available free of charge from CB&I’s website (http://www.cbi.com) under the tab “Investors” and under the heading “SEC Filings” or by contacting CB&I’s Investor Relations Department at (832) 513-1068.

Participants in Proxy Solicitation

McDermott, CB&I and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from McDermott’s and CB&I’s shareholders in connection with the proposed transactions. Information regarding the officers and directors of McDermott is included in its definitive proxy statement for its 2017 annual meeting filed with SEC on March 24, 2017. Information regarding the officers and directors of CB&I is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on March 24, 2017. Additional information regarding the persons who may be deemed participants and their interests will be set forth in the Registration Statement and joint proxy statement/prospectus and other materials when they are filed with SEC in connection with the proposed transactions. Free copies of these documents may be obtained as described in the paragraphs above.

Forward-Looking Statements

McDermott cautions that statements in this Current Report on Form 8-K which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott. These forward-looking statements include, among other things, statements about backlog, bids and change orders outstanding, target projects and revenue pipeline, to the extent these may be viewed as indicators of future revenues or profitability, the expected scope, execution and timing of activities associated with the projects discussed and McDermott’s earnings and other guidance for 2018 and expectations related to the guidance. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: adverse changes in the markets in which McDermott operates or credit markets, the inability of McDermott to execute on contracts in backlog successfully, changes in project design or schedules, the availability of qualified personnel, changes in the terms, scope or timing of contracts, contract cancellations, change orders and other modifications and actions by customers and other business counterparties of McDermott; or changes in industry norms and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward looking statements. For a more complete discussion of these and other risk factors, please see McDermott’s annual and quarterly filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2017 and subsequent quarterly reports on Form 10-Q. This Current Report on Form 8-K reflects the views of McDermott’s management as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

99.1	Press Release dated February 21, 2018.
99.2	Q4 2017 Supplemental Financial Information.

SIGNATURE

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.

McDERMOTT INTERNATIONAL, INC.
By:	/s/ Stuart Spence
	Stuart Spence
	Executive Vice President and Chief Financial Officer

February 21, 2018

EX-99.1

Exhibit 99.1

McDermott Reports Fourth Quarter and Full Year 2017 Financial and Operational Results

Exceptional Order Intake of $2.2B in the Fourth Quarter Results in Backlog of $3.9B Coupled with Significant Increase in Revenue Opportunity Pipeline

One McDermott Way Drives Continued Excellent Operational Performance Leading to Over 60% Adjusted Operating Income Increase for the Full Year 2017

2017 Strategic Initiatives Position McDermott for Growth

Strong Balance Sheet with Cash of $408M and Low Net Debt

2018 Guidance Reflects Continued Strength of Our Business Ahead of Proposed Combination with CB&I

Company to Host Conference Call and Webcast Today at 7:30 a.m., Central Time

HOUSTON – February 21, 2018 – McDermott International, Inc. (NYSE: MDR) (“McDermott,” the “Company,” “we” or “us”) today announced financial and operational results for the fourth quarter and full year ended December 31, 2017.

	Three Months Ended						Delta			Full Year Ended						Delta
	Dec 31, 2017			Dec 31, 2016			Yr-over-Yr			Dec 31, 2017			Dec 31, 2016			Yr-over-Yr
	(In millions, except per share amounts)
Revenues	$	718.1		$	641.8		$	76.3		$	2,984.8		$	2,636.0		$	348.8
Operating Income		53.9			6.3			47.6			324.2			142.3			181.9
Operating Margin		7.5	%		1.0	%		6.5	%		10.9	%		5.4	%		5.5	%
Net Income		25.5			(0.5	)		26.0			178.5			34.1			144.4
Diluted EPS		0.09			(0.00	)		0.09			0.63			0.12			0.51
Adjusted Operating Income1		57.7			12.3			45.4			327.9			203.1			124.8
Adjusted Operating Margin1		8.0	%		1.9	%		6.1	%		11.0	%		7.7	%		3.3	%
Adjusted Net Income1,2		29.2			5.6			23.6			182.3			89.4			92.9
Adjusted Diluted EPS1,2		0.10			0.02			0.08			0.64			0.31			0.33
Cash Provided by Operating Activities		0.3			52.6			(52.3	)		135.8			178.2			(42.4	)

¹ Adjusted Operating Income and Adjusted Margin include the following adjustments to Operating Income computed in accordance with U.S. generally accepted accounting principles (“GAAP”):

• $8.9 million of transaction-related costs associated with the proposed combination with Chicago Bridge & Iron Company N.V. (“CB&I”) during the fourth quarter and year ended December 31, 2017.

• $5.2 million and $5.4 million gain from year-end mark-to-market (“MTM”) pension adjustments for the quarters and years ended December 31, 2017 and 2016, respectively.

• $0.6 million and $11.3 million of restructuring charges during the fourth quarter and year ended December 31, 2016, respectively.

• $10.9 million and $55.0 million of impairment charges during the fourth quarter and year ended December 31, 2016, respectively.

Adjusted Net Income includes the above adjustments and, for the year ended December 31, 2016, a $5.0 million gain resulting from the exit of our joint venture investment in THHE Fabricators Sdn. Bhd., a subsidiary of TH Heavy Engineering Berhad. The calculations of total and per share Adjusted Net Income and Adjusted Operating Income and margins are shown in the appendix entitled “Reconciliation of Non-GAAP to GAAP Financial Measures.” The appendix also includes additional information related to the adjustments mentioned above.

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² The calculations of Adjusted Net Income and Adjusted Diluted EPS reflect the tax effects of Non-GAAP adjustments during each applicable period. For the Non-GAAP adjusting items in jurisdictions where taxes are paid, the tax impacts on those adjustments are computed, individually, using the statutory tax rate in effect in each applicable tax jurisdiction. In jurisdictions in where we currently do not pay taxes, no tax impact is applied to Non-GAAP adjusting items.

“I am extremely pleased to announce an exceptional set of financial results to close out 2017, which reflect a strategically and operationally successful year for McDermott and its employees,” said David Dickson, President and Chief Executive Officer of McDermott. “During the fourth quarter, we announced our transformational combination with CB&I. We continue to work through the integration planning and approvals phase, and were pleased to receive early termination of the Hart-Scott-Rodino waiting period. Between now and closing, which is expected in the second quarter of 2018, we remain focused on the fundamentals of McDermott’s business, including maintaining consistent operational performance and our strong customer relationships.”

“Our One McDermott Way drove solid operational performance, change orders and closeouts during 2017, which contributed to strong profitability evidenced by a more than 60% improvement in Adjusted Operating Income compared to 2016. In 2017, we made great progress in each of our Areas through the signing of two Memoranda of Understanding with Saudi Aramco, several important awards and record levels of utilization in the Middle East; excellent operational performance in Asia bringing the Inpex Ichthys project to near completion as well as an award from Reliance Industries; and strong performance in our Altamira yard on the Pemex Abkatun and BP Angelin projects, along with recent reentry into the North Sea through the Maersk Tyra award in the Americas, Europe and Africa Area. Also during the year, we made the strategic acquisition and subsequent sale leaseback of the Amazon vessel, increased our level of FEED work substantially, enhanced our focus on technology through the announcement and planning of the Digital Twin, and maintained a low net debt position despite the high levels of activity during year.”

Dickson concluded, “Our strong order intake in the fourth quarter gave McDermott a solid backlog heading into a new year, and we have continued the momentum with our recent announcement of the 13 Jackets Award from Saudi Aramco in the first quarter of 2018. Finally, as safety is always an important part of our culture, I am proud to announce that McDermott recently achieved greater than 75 million man-hours lost time incident (“LTI”) free as a company.”

Fourth Quarter 2017 Operating Results

Fourth quarter 2017 earnings attributable to McDermott stockholders, computed in accordance with GAAP, were $25.5 million, or $0.09 per fully diluted share, compared to a net loss of $0.5 million, or $0.00 per fully diluted share, for the prior-year fourth quarter. We generated fourth quarter 2017 adjusted net income of $29.2 million, or $0.10 per adjusted fully diluted share, excluding transaction-related costs of $8.9 million and a year-end non-cash MTM pension gain of $5.2 million. For the prior-year fourth quarter, we reported adjusted net income of $5.6 million, or $0.02 per fully diluted share, excluding restructuring charges of $0.6 million, an impairment loss of $10.9 million and a year-end non-cash MTM pension gain of $5.4 million.

We reported fourth quarter 2017 revenues of $718.1 million, an increase of $76.3 million, compared to revenues of $641.8 million for the prior-year fourth quarter. The key projects driving revenue for the fourth quarter of 2017 were the Saudi Aramco LTA II Lump Sum, Saudi Aramco Marjan power system replacement, Inpex Ichthys and Saudi Aramco Safaniya Phase 5 projects. The increase from the prior-year fourth quarter was primarily due to an increase in Middle East activity, partially offset by a decrease in activity on the Inpex Ichthys project, which is now substantially complete.

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Our operating income and operating margin for the fourth quarter of 2017 were $53.9 million and 7.5%, compared to $6.3 million and 1.0% for the fourth quarter of 2016. Our adjusted operating income and adjusted operating margin for the fourth quarter of 2017 were $57.7 million and 8.0%, excluding the transaction-related costs and MTM pension adjustment mentioned above. For the prior-year fourth quarter, we reported adjusted operating income and adjusted operating margin of $12.3 million and 1.9%, excluding the restructuring charges and impairment mentioned above. Operating income for the fourth quarter of 2017 was primarily driven by fabrication and marine activity on the Saudi Aramco LTA II Lump Sum project, marine activity on the Saudi Aramco Marjan power system replacement project and progress on the Inpex Ichthys project.

Cash provided by operating activities in the fourth quarter of 2017 was $0.3 million, a decrease compared to the $52.6 million of cash provided in the fourth quarter of 2016. The decrease was primarily driven by working capital build on projects with national oil companies, partially offset by the impact of our improved operating results.

Full Year 2017 Operating Results

Earnings attributable to McDermott stockholders, computed in accordance with GAAP, for the full year of 2017 were $178.5 million, or $0.63 per fully diluted share, compared to earnings of $34.1 million, or $0.12 per fully diluted share, for 2016. For 2017, adjusted net income was $182.3 million, or $0.64 per adjusted fully diluted share, excluding transaction-related costs of $8.9 million and a year-end non-cash MTM pension gain of $5.2 million. For the full year of 2016, we reported adjusted net income of $89.4 million, or $0.31 per fully diluted share, excluding restructuring charges of $11.3 million, impairment charges of $55.0 million, a gain of $5.0 million on the exit of the joint venture with THHE and year-end non-cash MTM pension gain of $5.4 million.

Revenues for the full year of 2017 were $2,984.8 million, an increase of $348.8 million, compared to revenues of $2,636.0 million for 2016. The key projects driving revenue for the full year of 2017 were the Saudi Aramco LTA II Lump Sum, Saudi Aramco Marjan power system replacement, Inpex Ichthys, ONGC Vashishta and Pemex Abkatun projects. The increase from the prior year was primarily due to increased activity in the Middle East, which was partially offset by lower activity in the Americas, Europe and Africa and Asia.

Our operating income and operating margin for the full year of 2017 were $324.2 million and 10.9%, compared to $142.3 million and 5.4% for 2016. Our adjusted operating income and adjusted operating margin for the full year of 2017 were $327.9 million and 11.0%, excluding the transaction-related costs and MTM pension adjustment mentioned above. For 2016, we reported adjusted operating income and adjusted operating margin of $203.1 million and 7.7%, excluding the restructuring charges, impairment and MTM pension adjustment mentioned above. Operating income for 2017 was primarily driven by activity on the Saudi Aramco LTA II Lump Sum project and Marjan power system replacement projects and progress on the Inpex Ichthys project.

Cash provided by operating activities for the full year of 2017 was $135.8 million, a decrease compared to the $178.2 million of cash provided in 2016. The decrease was primarily driven by working capital build on projects with national oil companies, partially offset by the impact of our improved operating results. We reported cash, restricted cash and cash equivalents of $408.2 million as of December 31, 2017, contributing to a low net debt position at year-end.

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Operational Review    

Revenue Pipeline 5 Quarter Look-Back	As of
	Dec 31, 2016		Mar 31, 2017		June 30, 2017		Sept 30, 2017		Dec 31, 2017
	(In billions)
Backlog	$	4.3	$	3.9	$	3.3	$	2.4	$	3.9
Bids & Change Orders Outstanding1		2.2		3.1		1.4		5.4		4.4
Targets2		14.4		12.6		15.4		12.6		16.2
Total		20.9		19.6		20.1		20.4		24.5
Revenue Pipeline by Area	As of Dec 31, 2017
	AEA		MEA		ASA		Total
	(In billions)
Backlog	$	1.2	$	2.2	$	0.5	$	3.9
Bids & Change Orders Outstanding1		2.5		0.9		1.0		4.4
Targets2		4.0		8.3		3.9		16.2
Total		7.7		11.4		5.4		24.5

¹ There is no assurance that bids outstanding will be awarded to McDermott or that outstanding change orders ultimately will be approved and paid by the applicable customers in the full amounts requested or at all.

² Target projects are those that McDermott has identified as anticipated to be awarded by customers or prospective customers in the next five quarters through competitive bidding processes and capable of being performed by McDermott. There is no assurance that target projects will be awarded to McDermott.

As of December 31, 2017, the Company’s backlog was $3.9 billion, compared to $2.4 billion at September 30, 2017. Of the December 31, 2017 backlog, 87% was related to offshore operations and 13% was related to subsea operations. Order intake in the fourth quarter of 2017 totaled $2,191.6 million, resulting in a book-to-bill ratio of 3.1x.

At December 31, 2017, there were bids and change orders outstanding and identified target projects of approximately $4.4 billion and $16.2 billion, respectively, in the revenue opportunity pipeline that we expect will be awarded in the market through March 31, 2019. In total, the revenue opportunity pipeline, including the Company’s backlog, was $24.5 billion as of December 31, 2017, an approximately 20% increase from $20.4 billion as of September 30, 2017 and $20.9 billion as of December 31, 2016, with the growth mainly attributable to expected activity in our Middle East and Asia Areas.

Operating Results by Area

	Three Months Ended Dec 31, 2017															Full Year Ended Dec 31, 2017
	Segment Operating Results									Corporate and Other1			Total			Segment Operating Results									Corporate and Other1			Total
	AEA			MEA			ASA									AEA			MEA			ASA
	(In millions)															(In millions)
New Orders	$	735.4		$	1,166.4		$	289.8		$	—		$	2,191.6		$	898.7		$	1,296.7		$	369.0		$	—		$	2,564.4
Revenue		115.6			517.2			85.3			—			718.1			246.3			2,120.2			618.3			—			2,984.8
Book-to-Bill		6.4	x		2.3	x		3.4	x		—			3.1	x		3.6	x		0.6	x		0.6	x		—			0.9	x
Operating Income		2.1			102.7			20.7			(71.6	)		53.9			(16.2	)		448.2			107.1			(214.9	)		324.2
Operating Margin		1.8	%		19.9	%		24.3	%		—			7.5	%		-6.6	%		21.1	%		17.3	%		—			10.9	%
Adjusted Operating Income2		2.1			102.7			20.7			(67.9	)		57.7			(16.2	)		448.2			107.1			(211.2	)		327.9
Adjusted Operating Margin2		1.8	%		19.9	%		24.3	%		—			8.0	%		-6.6	%		21.1	%		17.3	%		—			11.0	%
Capex		2.3			12.0			1.3			6.1			21.7			23.0			30.5			8.8			56.5			118.8

¹ Corporate and Other includes corporate expenses, certain centrally managed initiatives (such as restructuring charges), impairments, year-end mark-to-market (“MTM”) pension actuarial gains and losses, costs not attributable to a particular reportable segment and unallocated direct operating expenses associated with the underutilization of vessels, fabrication facilities and engineering resources.

² The calculation of adjusted operating income and margin are shown in the appendix entitled “Reconciliation of Non-GAAP to GAAP Financial Measures.” All non-GAAP adjustments are attributable to the our Corporate and Other reporting unit.

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In the Americas, Europe and Africa (“AEA”) Area, the Pemex Abkatun project continues to progress on schedule with the installation of all decks and all major equipment now on location for installation, which is expected in the first quarter of 2018. Spool fabrication is 75% completed. Spool installation and cable pulling are ongoing, with the offshore installation campaign for the main jacket, four tripods and two bridges scheduled to commence in the second quarter of 2018. Installation of the main platform will follow. The BP Angelin project continues to progress with the jacket and topside fabrication nearing completion and the commencement of onshore commissioning activities at the Altamira yard. All four decks have been stacked, with spool installation and cable pulling in process. The project is progressing toward the planned loadout, and the offshore installation campaign is expected to commence in the second quarter of 2018. The QGEP Atlanta Project is progressing, with the NO 102 expected to arrive in early 2018 to commence loadout and installation of the umbilical scope and the pickup and transfer of all the flexible flowlines to the floating production, storage and offloading unit.

The Middle East (“MEA”) Area finished the year with peak levels of fabrication activity and utilization of marine assets while maintaining a high standard of quality, productivity and safety. Fabrication on the Saudi Aramco LTA II Lump Sum, Header 9 and BRRI Platform projects is near completion and the 9 Jackets project has been completed. The Marjan power system replacement project is progressing well with completion expected in the second quarter of 2018. Engineering, fabrication and procurement activities on the Safaniya Phase 5 project are progressing well. Five of the structures on the 4 Jackets and 3 Observation Platforms project have been installed and the two remaining jackets and the observation platforms are expected to be installed in the first quarter of 2018. The final pipeline tie-in and pre-commissioning has been completed on the KJO Hout project. During the fourth quarter of 2017, we were awarded Phase 6 of the upgrade of the Safaniya field, a major award that consists of demolition and replacement of nine offshore platforms and the associated pipelines and cables. We were also awarded the Bul Hanine EPCI project by Qatar Petroleum during the quarter with early engineering and procurement work commencing on both projects. The Area finished the year with an exceptional QHSES performance, achieving more than 76 million man hours Lost Time Incident (“LTI”) free.

In the Asia (“ASA”) Area, the INPEX Ichthys project continued to progress to near completion with the LV 108 completing the offshore scope in late December 2017. A few small, additional scopes of jumper installations are planned for execution in 2018 and 2019, at which point the project will conclude. In India, the ONGC Vashishta project has progressed, with trenching and the installation of steel tube flying leads offshore. Our consortium partner, Larsen & Toubro, has commenced fabrication of the remaining subsea jumper spools, which are expected to be installed offshore early in the first quarter. The Greater Western Flank Phase II project continues to progress on schedule, with the completion of the double joint welding of heavy wall corrosion resistant alloy pipe at our purpose-built facility within our Batam fabrication yard. Double jointing of the lightwall pipe for the project has progressed and is on track to be complete in the first quarter of 2018. The consortium with Baker Hughes, a GE Company, completed the POSCO Daewoo Corporation Shwe Phase 2 FEED project and delivered on schedule at the end of December 2017. Also during the fourth quarter of 2017, the Asia Area was awarded the Reliance KG-D6 Engineering, Procurement, Installation and Pre-commissioning project. The project set-up has begun and is progressing on schedule.

In the fourth quarter of 2017, Corporate and Other costs were mainly attributable to selling, general and administrative expenses of $26.1 million, unallocated direct operating expenses of $34.5 million, research and development expenses of $2.0 million and transaction-related costs of $8.9 million associated with the proposed combination with CB&I. Unallocated direct operating expenses were primarily driven by lower utilization of our Batam fabrication yard and certain marine vessels.

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Full Year 2018 Guidance    

	Full Year 2018 Guidance
	(In millions, except per share amounts or as indicated)
Revenues	$	3.1B - 3.3B
Operating Income	$	250 - 275
Operating Margin		7.9% - 8.3	%
Net Income1	$	120 - 145
Diluted Income Per Share	$	0.42 - 0.52
Debt Measures
Net Interest Expense2	~$	50
Cash Interest / DIC Amortization Interest	~$	43 / ~$7
Ending Cash, Restricted Cash and Cash Equivalents	$	580 - 605
Ending Gross Debt3	~$	515
Other Financial Measures
Income Tax Expense	~$	70
EBITDA4	$	340 - 365
Cash from Operating Activities	$	310 - 335
Capex	$	100 - 115
Free Cash Flow	$	195 - 235
Corporate and Other5	$	(180) - (195	)

~ = approximately

¹ McDermott’s forecasted net income attributable to McDermott does not include any amount representing 2018 year-end pension actuarial gain or loss, because the company has no basis to estimate pension actuarial gain or loss amounts for the forecast period and cannot estimate such amount without unreasonable effort.

² Net Interest Expense is gross interest expense less capitalized interest and interest income.

³ Ending Gross Debt excludes debt issuance costs and capital lease obligations.

⁴  The calculations of EBITDA and Free Cash Flow, which are Non-GAAP measures, are shown in the appendix entitled “Reconciliation of Forecast Non-GAAP Financial Measures to Forecast GAAP Financial Measures.”

⁵  Corporate and Other represents the operating income (loss) from corporate and non-operating activities, including corporate expenses, certain centrally managed initiatives (such as restructuring charges), impairments, year-end mark-to-market (“MTM”) pension actuarial gains and losses, costs not attributable to a particular reporting segment, and unallocated direct operating expenses associated with the underutilization of vessels, fabrication facilities and engineering resources.

This guidance was initially issued on January 24, 2018, and we are reaffirming it at this time. We anticipate somewhat higher revenues in 2018, with earnings metrics slightly lower than in 2017. The anticipated decrease in earnings metrics is due to changes in our project mix, sequencing of projects and compressed project margins that have resulted from the challenged macro cycle that has impacted our industry for the last few years.

Demonstrating our cost culture, during the fourth quarter of 2017, we initiated Fit 2 Grow (“F2G”), a value improvement program to further reduce our costs and sustain profitability and growth. In 2018, we expect to realize in excess of $50 million of cash savings before restructuring charges, which we expect to be approximately $3 million. Approximately 90% of the forecasted savings are expected to be related to reductions in operating expenses, including outsourcing certain services and asset-based savings. These estimated savings are taken into consideration in our 2018 guidance.

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This guidance also takes into consideration McDermott’s adoption, as of January 1, 2018, of ASU 2014-09, Revenue from Contracts with Customers (ASC 606), and the Company’s assessment of the impact of the policy change on its future Consolidated Financial Statements. The adoption will result in the following changes to McDermott’s revenue recognition policy:

• McDermott will measure transfer of control utilizing an input method to measure progress for individual contracts or combinations of contracts based on the total cost of materials, labor, equipment and vessel operating costs and other costs incurred as applicable to each contract (often referred to as the “Full Cost” method). Prior to the adoption of the new standard, certain costs, such as significant costs for materials and third-party subcontractors, were excluded from the cost-to-cost method of measuring progress for revenue recognition (which the Company has historically referred to as the “Partial Cost” method), which resulted in the recognition of an asset related to cost incurred in excess of cost recognized.

• Variable consideration, including change orders, claims, bonus, incentive fees and liquidated damages or penalties will be included in the estimated contract revenues at the most likely amount to which McDermott expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenues recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Prior to the adoption of the new standard, in certain circumstances estimated contract revenues was limited to amounts equal to costs expected to be incurred.

McDermott adopted the new standard on January 1, 2018, retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (“modified retrospective application”), with no restatement of the comparative periods presented and a cumulative effect adjustment to retained earnings as of the date of adoption. This cumulative adjustment will result in a reduction of reported backlog for the year ended December 31, 2017 of approximately $205 million to $220 million. Further disclosure and detail on the impact of adoption is provided in our 2017 Annual Report on Form 10-K.

Other Financial Information

Weighted average common shares outstanding on a fully diluted basis were approximately 286.6 million and 241.3 million for the three months ended December 31, 2017 and 2016, respectively, and 285.6 million and 284.2 million for the years ended December 31, 2017 and 2016, respectively. Additional weighted average shares of 9.6 million related to the Tangible Equity Units (“TEUs”), which are no longer outstanding, as well as other potentially dilutive shares, were included for the year ended December 31, 2017, and 40.6 million and 40.8 million weighted average shares related to the TEUs, as well as other potentially dilutive shares, were included for the quarter and year ended December 31, 2016, respectively.

Conference Call    

McDermott has scheduled a conference call and webcast related to its fourth quarter and full year 2017 results at 7:30 a.m., U.S. Central Time, today. Interested parties may listen over the Internet through a link posted in the Investor Relations section of McDermott’s website. A replay of the webcast will be available for seven days after the call and may be accessed by dialing (855) 859-2056, Passcode 4894008. In addition, a presentation will be available on the Investor Relations section of McDermott’s website that contains supplemental information on McDermott’s financial results, operations and 2018 Guidance.

7

About the Company

McDermott is a leading provider of integrated engineering, procurement, construction and installation (“EPCI”), front-end engineering and design (“FEED”) and module fabrication services for upstream field developments worldwide. McDermott delivers fixed and floating production facilities, pipelines, installations and subsea systems from concept to commissioning for complex Offshore and Subsea oil and gas projects to help oil companies safely produce and transport hydrocarbons. Our customers include national and major energy companies. Operating in approximately 20 countries across the world, our locally focused and globally integrated resources include approximately 11,800 employees, a diversified fleet of specialty marine construction vessels, fabrication facilities and engineering offices. We are renowned for our extensive knowledge and experience, technological advancements, performance records, superior safety and commitment to deliver. McDermott has served the energy industry since 1923, and shares of its common stock are listed on the New York Stock Exchange.

To learn more, please visit our website at www.mcdermott.com

Non-GAAP Measures

This press release includes several “non-GAAP” financial measures as defined under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with GAAP, but believe that certain non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of our ongoing operations and are useful for period-over-period comparisons of those operations.

Non-GAAP measures include the total and diluted per share amounts of adjusted net income attributable to McDermott and adjusted operating income and operating income margin for McDermott, in each case excluding the impacts of certain identified items. The excluded items represent items that our management does not consider to be representative of our normal operations. We believe that total and diluted per share adjusted net income and adjusted operating income and operating margin are useful measures for investors to review, because they provide a consistent measure of the underlying financial results of our ongoing business and, in our management’s view, allow for a supplemental comparison against historical results and expectations for future performance. Furthermore, our management uses adjusted net income and adjusted operating income as measures of the performance of our operations for budgeting and forecasting, as well as employee incentive compensation. However, Non-GAAP measures should not be considered as substitutes for operating income, net income or other data prepared and reported in accordance with GAAP and should be viewed in addition to our reported results prepared in accordance with GAAP.

The forecast non-GAAP measures we have presented in this press release include forecast free cash flow, adjusted free cash flow and EBITDA, in each case excluding the impacts of certain identified items. We believe these forward-looking financial measures are within reasonable measure. We define “free cash flow” as cash flows from operations less capital expenditures. We believe investors consider free cash flow as an important measure, because it generally represents funds available to pursue opportunities that may enhance stockholder value, such as making acquisitions or other investments. Our management uses free cash flow for that reason. We define EBITDA as net income plus depreciation and amortization, interest expense, net, and provision for income taxes. We have included EBITDA disclosures in this press release because EBITDA is widely used by investors for valuation and comparing our financial performance with the performance of other companies in our industry. Our management also uses EBITDA to monitor and compare the financial performance of our operations. EBITDA does not give effect to the cash that we must use to service our debt or pay our income taxes, and thus does reflect the funds actually available for capital expenditures, dividends or various other purposes. Our

8

presentations of free cash flow and EBITDA may not be comparable to similarly titled measures in other companies’ reports. You should not consider free cash flow and EBITDA in isolation from, or as a substitute for, net income or cash flow measures prepared in accordance with U.S. GAAP.

Reconciliations of these non-GAAP financial measures and forecast non-GAAP financial measures to the most comparable GAAP measures are provided in the tables set forth at the end of this press release.

Forward-Looking Statements

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this press release which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact McDermott’s actual results of operations. These forward-looking statements include, among other things, statements about backlog, bids and change orders outstanding, target projects and revenue pipeline, to the extent these may be viewed as indicators of future revenues or profitability, the expected scope, execution and timing of activities associated with the projects discussed and McDermott’s earnings and other guidance for 2018 and expectations related to the guidance. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: adverse changes in the markets in which we operate or credit markets, our inability to execute on contracts in backlog successfully, changes in project design or schedules, the availability of qualified personnel, changes in the terms, scope or timing of contracts, contract cancellations, change orders and other modifications and actions by our customers and other business counterparties, changes in industry norms and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward looking statements. For a more complete discussion of these and other risk factors, please see McDermott’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2017. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, on January 24, 2018, McDermott International, Inc. (“McDermott”) filed a Registration Statement on Form S-4 with the SEC, that included (1) a joint proxy statement of McDermott and Chicago Bridge & Iron Company N.V. (“CB&I”), which also constitutes a prospectus of McDermott and (2) an offering prospectus of McDermott Technology, B.V. to be used in connection with McDermott Technology, B.V.’s offer to acquire CB&I shares. After the registration statement is declared effective by the SEC, McDermott and CB&I intend to mail a definitive joint proxy statement/prospectus to stockholders of McDermott and shareholders of CB&I. Additionally, McDermott Technology, B.V. intends to file a Tender Offer Statement on Schedule TO-T (the “Schedule TO”) with the SEC and soon thereafter CB&I intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the exchange offer. The exchange offer for the outstanding common stock of CB&I referred to in this document has not yet commenced. The solicitation and offer to purchase shares of CB&I’s common stock will only be made pursuant to the

9

Schedule TO and related offer to purchase. This material is not a substitute for the joint proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or the Registration Statement or for any other document that McDermott or CB&I may file with the SEC and send to McDermott’s and/or CB&I’s shareholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND CB&I WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED TRANSACTIONS.

Investors will be able to obtain free copies of the Registration Statement, joint proxy statement/prospectus, Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by McDermott and CB&I with the SEC (when they become available) at http://www.sec.gov, the SEC’s website, or free of charge from McDermott’s website (http://www.mcdermott.com) under the tab, “Investors” and under the heading “Financial Information” or by contacting McDermott’s Investor Relations Department at (281) 870-5147. These documents are also available free of charge from CB&I’s website (http://www.cbi.com) under the tab “Investors” and under the heading “SEC Filings” or by contacting CB&I’s Investor Relations Department at (832) 513-1068.

Participants in Proxy Solicitation

McDermott, CB&I and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from McDermott’s and CB&I’s shareholders in connection with the proposed transactions. Information regarding the officers and directors of McDermott is included in its definitive proxy statement for its 2017 annual meeting filed with SEC on March 24, 2017. Information regarding the officers and directors of CB&I is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on March 24, 2017. Additional information regarding the persons who may be deemed participants and their interests will be set forth in the Registration Statement and joint proxy statement/prospectus and other materials when they are filed with SEC in connection with the proposed transactions. Free copies of these documents may be obtained as described in the paragraphs above.

CONTACT:

Investors & Financial Media    

Ty Lawrence

Vice President, Investor Relations    

281.870.5147

TPLawrence@mcdermott.com

10

McDERMOTT INTERNATIONAL, INC.    

CONSOLIDATED STATEMENTS OF OPERATIONS    

	Year Ended December 31,
	2017			2016			2015
	(In thousands, except share and per share amounts)
Revenues		2,984,768		$	2,635,983		$	3,070,275
Costs and Expenses:
Cost of operations		2,449,443			2,249,270			2,690,560
Research and development expenses		4,946			346			724
Selling, general and administrative expenses		198,973			178,752			217,239
Other operating (income) expenses, net		7,204			65,362			49,070
Total costs and expenses		2,660,566			2,493,730			2,957,593
Operating income		324,202			142,253			112,682
Other expense:
Interest expense, net		(62,974	)		(58,871	)		(50,058	)
Other non-operating income (expense), net		(1,069	)		(1,067	)		1,986
Total other expense, net		(64,043	)		(59,938	)		(48,072	)
Income before provision for income taxes		260,159			82,315			64,610
Provision for income taxes		68,716			41,926			51,963
Income before loss from Investments in Unconsolidated Affiliates		191,443			40,389			12,647
Loss from Investments in Unconsolidated Affiliates		(14,228	)		(4,090	)		(21,486	)
Net income (loss)		177,215			36,299			(8,839	)
Less: Net income (loss) attributable to noncontrolling interest		(1,331	)		2,182			9,144
Net income (loss) attributable to McDermott International, Inc.		178,546		$	34,117		$	(17,983	)
Net income (loss) per share attributable to McDermott International, Inc.:
Basic	$	0.65		$	0.14		$	(0.08	)
Diluted	$	0.63		$	0.12		$	(0.08	)
Shares used in the computation of net income (loss) per share:
Basic		273,337,931			240,359,363			238,240,763
Diluted		285,634,757			284,184,239			238,240,763

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McDERMOTT INTERNATIONAL, INC.    

EARNINGS PER SHARE COMPUTATION    

	Three Months Ended Dec 31,					Full Year Ended Dec 31,
	2017		2016			2017		2016
	(In thousands, except share and per share amounts)
Net income attributable to McDermott International, Inc.	$	25,516	$	(476	)	$	178,546	$	34,117
Weighted average common shares (basic)		284,019,072		241,258,644			273,337,931		240,359,363
Effect of dilutive securities:
Tangible equity units		—		—			9,594,183		40,824,938
Stock options, restricted stock and restricted stock units		2,566,084		—			2,702,643		2,999,938
Adjusted weighted average common shares and assumed exercises of stock options and vesting of stock awards (diluted)		286,585,156		241,258,644			285,634,757		284,184,239
Net income attributable to McDermott International, Inc.
Basic:	$	0.09	$	(0.00	)	$	0.65	$	0.14
Diluted:	$	0.09	$	(0.00	)	$	0.63	$	0.12

SUPPLEMENTARY DATA    

	Three Months Ended Dec 31,				Full Year Ended Dec 31,
	2017		2016		2017		2016
	(In thousands)				(In thousands)
Depreciation & amortization	$	22,670	$	25,922	$	100,702	$	102,677
Capital expenditures		21,705		30,686		118,811		228,079
Backlog		3,901,443		4,321,851		3,901,443		4,321,851

12

McDERMOTT INTERNATIONAL, INC.    

CONSOLIDATED BALANCE SHEETS    

	December 31,
	2017			2016
	(In thousands, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	390,263		$	595,921
Restricted cash and cash equivalents		17,929			16,412
Accounts receivable—trade, net		328,302			334,384
Accounts receivable—other		40,730			36,929
Contracts in progress		621,411			319,138
Other current assets		35,615			29,599
Total current assets		1,434,250			1,332,383
Property, plant and equipment		2,651,087			2,586,179
Less accumulated depreciation		(985,273	)		(898,878	)
Property, plant and equipment, net		1,665,814			1,687,301
Accounts receivable—long-term retainages		39,253			127,193
Investments in Unconsolidated Affiliates		7,501			17,023
Deferred income taxes		17,616			21,116
Other assets		58,386			37,214
Total assets	$	3,222,820		$	3,222,230
Liabilities and Equity
Current liabilities:
Notes payable and current maturities of long-term debt	$	24,264		$	48,125
Accounts payable		279,109			173,203
Accrued liabilities		336,747			277,584
Advance billings on contracts		32,252			192,486
Income taxes payable		34,562			17,945
Total current liabilities		706,934			709,343
Long-term debt		512,713			704,395
Self-insurance		16,097			16,980
Pension liabilities		14,400			19,471
Non-current income taxes		62,881			60,870
Other liabilities		121,018			115,703
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $1.00 per share, authorized 400,000,000 shares; issued 292,525,841 and 249,690,281 shares, respectively		292,526			249,690
Capital in excess of par value		1,663,091			1,695,119
Accumulated deficit		(48,221	)		(226,767	)
Accumulated other comprehensive loss		(50,448	)		(66,895	)
Treasury stock, at cost: 8,499,021 and 8,302,004 shares, respectively		(96,282	)		(94,957	)
Stockholders’ Equity—McDermott International, Inc.		1,760,666			1,556,190
Noncontrolling interest		28,111			39,278
Total equity		1,788,777			1,595,468
Total liabilities and equity	$	3,222,820		$	3,222,230

13

McDERMOTT INTERNATIONAL, INC.    

CONSOLIDATED STATEMENTS OF CASH FLOWS    

	Year Ended December 31,
	2017			2016			2015
	(In thousands)
Cash flows from operating activities:
Net income (loss)	$	177,215		$	36,299		$	(8,839	)
Non-cash items included in net income (loss):
Depreciation and amortization		100,702			102,677			118,281
Impairment loss		754			54,958			6,808
Stock-based compensation charges		22,965			22,680			16,593
Loss from investments in Unconsolidated Affiliates		14,228			4,090			21,486
Pension (gain) expense		(4,542	)		(3,228	)		19,821
Debt issuance cost amortization		13,264			13,141			12,767
Other non-cash items		654			(16,280	)		19,948
Changes in operating assets and liabilities that provided (used) cash:
Accounts receivable		90,802			(89,776	)		(82,697	)
Contracts in progress, net of Advance billings on contracts		(449,841	)		144,412			(113,338	)
Accounts payable		105,383			(101,845	)		78,646
Accrued and other current liabilities		60,908			(37,064	)		(33,969	)
Other assets and liabilities, net		3,312			48,115			(235	)
Total cash provided by operating activities		135,804			178,179			55,272
Cash flows from investing activities:
Purchases of property, plant and equipment		(118,811	)		(228,079	)		(102,851	)
Proceeds from asset dispositions		56,371			2,366			10,724
Investments in Unconsolidated Affiliates		(2,769	)		(5,093	)		(7,038	)
Other investing activities		—			—			3,593
Total cash used in investing activities		(65,209	)		(230,806	)		(95,572	)
Cash flows from financing activities:
Repayment of debt		(234,799	)		(103,020	)		(26,938	)
Payment of debt issuance cost		(21,250	)		(8,730	)		(170	)
Acquisition of Noncontrolling interest		(10,652	)		—			(24	)
Repurchase of common stock		(7,204	)		(4,022	)		(1,038	)
Dividends paid to Noncontrolling interest		(902	)		—			—
Total cash used in financing activities		(274,807	)		(115,772	)		(28,170	)
Effects of exchange rate changes on cash, cash equivalents and restricted cash		71			(913	)		(2,779	)
Net decrease in cash, cash equivalents and restricted cash		(204,141	)		(169,312	)		(71,249	)
Cash, cash equivalents and restricted cash at beginning of period		612,333			781,645			852,894
Cash, cash equivalents and restricted cash at end of period	$	408,192		$	612,333		$	781,645
Supplemental Cash Flow Information:
Cash paid during the period for:
Income taxes, net of refunds	$	44,821		$	37,710		$	40,560
Cash paid for interest, net of amounts capitalized		49,636			46,693			40,690
Supplemental Disclosure of Noncash Investing Activities:
Non-cash purchase (sale) of investments in unconsolidated affiliates		—			(12,377	)		2,396
Supplemental Disclosure of Noncash Financing Activities:
Vendor equipment financing		15,686			—			—
Note payable in connection with noncontrolling interest distribution		(5,000	)		5,000			—
Non-cash acquisition of noncontrolling interest		—			17,779			—

14

McDERMOTT INTERNATIONAL, INC.

RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES

McDermott reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This press release also includes several Non-GAAP financial measures as defined under the SEC’s Regulation G. The following tables reconcile Non-GAAP financial measures to comparable GAAP financial measures:

	Three Months Ended						Full Year Ended
	Dec 31, 2017			Dec 31, 2016			Dec 31, 2017			Dec 31, 2016
	(In thousands, except share and per share amounts)
GAAP Net Income Attributable to MDR	$	25,516		$	(476	)	$	178,546		$	34,117
Less: Adjustments
Restructuring charges1		—			576			—			11,263
Impairment loss2		—			10,889			—			54,958
Gain on JV exit3		—			—			—			(5,003	)
Transaction-related costs4		8,923			—			8,923			—
Non-cash actuarial loss (gain) on benefit plans5		(5,197	)		(5,391	)		(5,197	)		(5,391	)
Total Non-GAAP Adjustments		3,726			6,074			3,726			55,827
Tax Effect of Non-GAAP Changes6		—			(10	)		—			(536	)
Total Non-GAAP Adjustments (After Tax)		3,726			6,064			3,726			55,291
Non-GAAP Adjusted Net Income Attributable to McDermott	$	29,242		$	5,588		$	182,272		$	89,408
GAAP Operating Income	$	53,946		$	6,217		$	324,202		$	142,253
Non-GAAP Adjustments7		3,726			6,074			3,726			60,830
Non-GAAP Adjusted Operating Income	$	57,672		$	12,291		$	327,928		$	203,083
Non-GAAP Adjusted Operating Margin		8.0	%		1.9	%		11.0	%		7.7	%
GAAP Diluted EPS	$	0.09		$	(0.00	)	$	0.63		$	0.12
Non-GAAP Adjustments		0.01			0.02			0.01			0.19
Non-GAAP Diluted EPS	$	0.10		$	0.02		$	0.64		$	0.31
Shares used in computation of income per share:
Basic		284,019,072			241,258,644			273,337,931			240,359,363
Diluted		286,585,156			285,563,031			285,634,757			284,184,239
Cash flows from operating activities	$	302		$	52,580		$	135,804		$	178,179
Capital expenditures		(21,705	)		(30,686	)		(118,811	)		(228,079	)
Free cash flow	$	(21,403	)	$	21,894		$	16,993		$	(49,900	)
GAAP Revenue	$	718,133		$	641,781		$	2,984,768		$	2,635,983

¹  Restructuring charges were primarily associated with personnel reductions, facility closures, consultant fees, lease terminations and asset impairments.

²  We recognized $10.9 million and $55.0 million of impairment charges during the quarter and year ended December 31, 2016, related to certain marine assets, including $32.3 million of impairment related to our Agile vessel following the customer’s termination of the vessel’s charter in May 2016.

15

³  We recognized a $5.0 million gain resulting from the exit from our joint venture investment in THHE Fabricators Sdn. Bhd. (“THF”), a subsidiary of TH Heavy Engineering Berhad (“THHE”), in the third quarter of 2016.

⁴  We recognized $8.9 million in transaction-related costs in the fourth quarter 2017 associated with the proposed combination with CB&I, which we announced on December 18, 2017.

⁵  Our Non-GAAP measures exclude 100% of pension actuarial loss (gain) included in our Consolidated Financial Statements. These adjustments are recorded in selling, general and administrative expenses in the fourth quarter of each respective year in accordance with our pension accounting policy. Actuarial gains and losses are primarily driven by changes in the actuarial assumptions, discount rates and actual return on pension assets. The $5.2 million mark-to-market (“MTM”) gain recorded in 2017 was comprised of a $28.7 million gain on our pension plan assets and $23.5 million of lower actuarial pension liabilities. The $28.7 million of MTM adjustment is the difference between $21.0 million of expected return on pension plan assets recognized during 2017 and a $49.7 million actual gain on plan assets as of December 31, 2017. The $5.4 million 2016 MTM adjustment was comprised of a $4.5 million gain on our pension plan assets and $0.9 million of lower actuarial pension liabilities. The $4.5 million of MTM adjustment is the difference between $21.6 million of expected return on pension plan assets recognized during 2016 and a $26.1 million actual gain on plan assets as of December 31, 2016. Our non-GAAP pension adjustment does not include $0.3 million and $1.0 million of net pension benefit recognized during 2017 and 2016, respectively, related to expected return on plan assets net of interest costs for our non-contributory defined benefit pension plans.

⁶  Represents tax effects of Non-GAAP adjustments. The Non-GAAP adjusting items are primarily attributable to tax jurisdictions in which we currently do not pay taxes and, therefore, no tax impact is applied to those items. For the Non-GAAP adjusting items in jurisdictions where taxes are paid, the tax impacts on those adjustments are computed, individually, using the statutory tax rate in effect in each applicable tax jurisdiction.

⁷  Includes the Non-GAAP adjustments described in footnotes 1, 2, 4 and 5 above for each applicable period.

McDERMOTT INTERNATIONAL, INC.

RECONCILIATION OF FORECAST NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

	Full Year 2018 Guidance
	(In millions)
Cash Flows from Operating Activities	$	310 - 335
Capital Expenditures		100 - 115
Free Cash Flow	$	195 - 235
GAAP Net Income (Loss) Attributable to McDermott	$	120 - 145
Add:
Depreciation and amortization		~100
Interest expense, net		~50
Provision for taxes		~70
EBITDA	$	340 - 365

16

EX-99.2

Exhibit 99.2

McDermott International, Inc. Q4 2017 Supplemental Information February 21, 2017 © 2017 McDermott International, Inc. All rights reserved.

FORWARD-LOOKING STATEMENTS In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this presentation which are forward looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact McDermott’s actual results of operations. These forward-looking statements include, among other things, statements about backlog, bids and change orders outstanding, target projects and revenue pipeline, to the extent these may be viewed as indicators of future revenues or profitability, McDermott’s 2018 focus areas, potential savings related to the “Fit 2 Grow” initiative, the timing of award of target projects and the anticipated range of values and breakdown by project type, McDermott’s earnings and other guidance for 2018 and expectations related to the guidance, estimates relating to the percentage of completion of various ongoing projects and the expected value, scope, execution and timing of the projects discussed, expectations related to debt maturities, expectations regarding free cash flow and working capital, our beliefs about the effect of low oil prices on McDermott, our beliefs relating to the risk of contract cancellations, our beliefs relating to the impact of the Tax Cuts and Jobs Act on McDermott, expectations relating to the MOU with Saudi Aramco, including with respect to the timing of capital expenditures, our expectations with respect to where customers are investing capital and our expectations with respect to the impact to McDermott upon the adoption of the new revenue recognition standards. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: adverse changes in the markets in which we operate or credit markets, our inability to successfully execute on contracts in backlog, changes in project design or schedules, the availability of qualified personnel, changes in the terms, scope or timing of contracts, contract cancellations, change orders and other modifications and actions by our customers and other business counterparties, changes in industry norms and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-looking statements. For a more complete discussion of these and other risk factors, please see McDermott’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2017. This presentation reflects management’s views as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement. © 2017 McDermott International, Inc. All rights reserved. 2

NON-GAAP MEASURES This presentation includes several “non-GAAP” financial measures as defined under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”), but believe that certain non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of our ongoing operations and are useful for period-over-period comparisons of those operations. The non-GAAP measures we have presented in this presentation include the total and diluted per share amounts of adjusted net income (loss) attributable to the Company and adjusted operating income and operating margin, EBITDA, adjusted EBITDA and free cash flow, in each case excluding the impact of certain identified items. We believe that these measures are useful for investors to review because they provide consistent measures of the underlying results of our ongoing business. Furthermore, our management uses adjusted net income (loss) and adjusted operating income as measures of the performance of our operations. However, non-GAAP measures should not be considered as substitutes for operating income, net income or other data prepared and reported in accordance with GAAP and should be viewed in addition to McDermott’s reported results prepared in accordance with GAAP. The Forecast non-GAAP measures we have presented in this presentation include forecast free cash flow, adjusted free cash flow and EBITDA, in each case excluding the impact of certain identified items. We believe these forward-looking financial measures are within reasonable measure. We define “free cash flow” as cash flows from operations less capital expenditures. We believe investors consider free cash flow as an important measure because it generally represents funds available to pursue opportunities that may enhance shareholder value, such as making acquisitions or other investments. Our management uses free cash flow for that reason. Additionally, adjusted free cash flow represents free cash flow plus cash received as a result of the sale leaseback arrangement for the Amazon vessel. We define EBITDA as net income plus depreciation and amortization, interest expense, net and provision for income taxes. We have included EBITDA disclosures in this presentation because EBITDA is widely used by investors for valuation and comparing our financial performance with the performance of other companies in our industry. Our management also uses EBITDA to monitor and compare the financial performance of our operations. EBITDA does not give effect to the cash that we must use to service our debt or pay our income taxes, and thus does not reflect the funds actually available for capital expenditures, dividends or various other purposes. In addition, our presentation of EBITDA may not be comparable to similarly titled measures in other companies’ reports. You should not consider EBITDA in isolation from, or as a substitute for, net income or cash flow measures prepared in accordance with U.S. GAAP. Reconciliations of these non-GAAP financial measures and forecast non-GAAP financial measures to the most comparable GAAP measures are provided in the tables set forth at the end of this presentation. © 2017 McDermott International, Inc. All rights reserved. 3

From stabilization and optimization… … to sustainability and growth while positioning for anticipated upturn 2017 FOCUS Grow leadership position in Middle East AREAS GROW Focus on NOCs and markets where capital is being invested, while positioning for returning FOCUS markets in anticipated upturn Build upon strengthened customer alignment BUILD and relationships with a new technology focus efficiencies Execute schedule and cost management EXECUTE and focus on liquidity DEEPEN ilities 4

QUARTERLY RESULTS © 2017 McDermott International, Inc. All rights reserved. 5

Q4 2017 Financial Highlights Sequential Year Over Year $ in millions except for per share data Q4’17 Q3’17 Q4’16 Delta Delta Orders $2,192 $89 $2,103 $1,047 $1,145 Backlog 3,901 2,428 1,473 4,322 (421) Revenues 718 959 (241) 642 76 Financial Metrics (Adjusted as Indicated)1 Gross Profit and Margin % $122    16.9% $185    19.3% ($63)    (2.4%) $59    9.2% $63    7.7% Operating Income and Margin % $54    7.5% $127    13.3% ($73)    (5.8%) $6    1.0% $48    6.5% Net Income Attributable to McDermott $26 $95 ($69) ($0) $26 Diluted EPS $0.09 $0.33 ($0.24) ($0.00) $0.09 EBITDA $76 $155 ($79) $30 $46 Adjusted Operating Income and Margin % $58    8.0% $127    13.3% ($69)    (5.3%) $12    1.9% $46    6.1% Adjusted Net Income Attributable to McDermott $29 $95 ($66) $6 $23 Adjusted Diluted EPS $0.10 $0.33 ($0.23) $0.02 $0.08 Adjusted EBITDA $79 $155 ($76) $36 $43 Capex $22 $16 $6 $31 ($9) Cash from Operations $—$45 ($45) $53 ($53) Free Cash Flow 2 ($21) $29 ($50) $22 ($43) Ending Cash Balance3 $408 $435 ($27) $612 ($204) • Adjusted EBITDA of $79 million result of higher than anticipated profitability due to strong operational performance driven by the One McDermott Way • Q4 2017 order intake mostly attributable to the Saudi Aramco Safaniya Phase 6, Maersk Tyra, Qatar Petroleum Bul Hanine and Reliance KG-D6 projects • Q4 2017 revenue driven by Saudi Aramco LTA II Lump Sum, Saudi Aramco Marjan power system replacement, Inpex Ichthys and Saudi Aramco Safaniya Phase 5 projects • Lower cash from operations due to working capital build, partially offset by higher operating results and collections in the Middle East and Asia 1) The reconciliations of EBITDA, each adjusted measure and Free Cash Flow, all of which are Non-GAAP measures, to the most comparable GAAP measure is provided in the pages entitled “Additional Disclosures – Quarterly Reconciliations” and “Additional Disclosures – EBITDA Reconciliations.” © 2017 McDermott International, Inc. All rights reserved. 2) Sum of components may not foot due to rounding. 6 3) Includes cash, cash equivalents and restricted cash.

Full Year Ended December 31, 2017 Financial Highlights Year Over Year $ in millions except for per share data Dec 31, 2017 Dec 31, 2016 Delta Orders $2,564 $2,726 ($162) Backlog 3,901 4,322 (421) Revenues 2,985 2,636 349 Financial Metrics (Adjusted as Indicated)1 Gross Profit and Margin % $535    17.9% $387    14.7% $148    3.2% Operating Income and Margin % $324    10.9% $142    5.4% $182    5.5% Net Income Attributable to McDermott $179 $34 $145 Diluted EPS $0.63 $0.12 $0.51 EBITDA $411 $238 $173 Adjusted Operating Income and Margin % $328    11.0% $203    7.7% $125    3.3% Adjusted Net Income Attributable to McDermott $182 $89 $93 Adjusted Diluted EPS $0.64 $0.31 $0.33 Adjusted EBITDA $415 $293 $122 Capex $119 $228 ($109) Cash from Operations $136 $178 ($42) Free Cash Flow 2 $17 ($50) $67 • Significant year-over-year increase in Adjusted EBITDA due to consistent strong project performance and change orders primarily driven by the One McDermott Way • 2017 order intake driven by the Saudi Aramco Safaniya Phase 6, Maersk Tyra, Qatar Petroleum Bul Hanine and Reliance KG-D6 projects • 2017 revenue driven by Saudi Aramco LTA II Lump Sum, Saudi Aramco Marjan Power System Replacement, Inpex Ichthys and ONGC Vashishta projects • Decrease in capex in 2017 due to the purchase and sale-leaseback of the Amazon and DLV 2000 spend in 2016 1) The reconciliations of EBITDA, each adjusted measure and Free Cash Flow, all of which are Non-GAAP measures, to the most comparable GAAP © 2017 McDermott International, Inc. All rights reserved. measure is provided in the pages entitled “Additional Disclosures – Year to Date Reconciliations” and “Additional Disclosures – EBITDA Reconciliations.” 7 2) Sum of components may not foot due to rounding.

Q4 2017 Segment Reporting1 $ in millions REVENUES ADJUSTED OPERATING INCOME (LOSS) & MARGIN % $718 million for the quarter ended Dec. 31, 2017 $58 million, or 8.0%, for the quarter ended Dec. 31, 2017 Q4’17 $116 $517 $85 Q4’17 $2 1.8% $103 19.9%    $21 24.3% $(68) Q3’17 $61 $736 $161 Q3’17 $(7)     -12% $164                22% $24                15% $(53)                AEA MEA ASA AEA MEA ASA Segments Corp. Other & BACKLOG CAPEX $3,901 million for the quarter ended Dec. 31, 2017 $22 million for the quarter ended Dec. 31, 2017 Q4’17 $1,169 $2,249 $483 Q4’17 $2 $12 $1 $6 Q3’17 $550 $1,600 $278 Q3’17 $5 $8 $2 $1 AEA MEA ASA AEA MEA ASA Segments Corp. Other & • Decrease in total revenue quarter over quarter driven by reduction in MEA and ASA activity, partially offset by an increase in AEA activity • Continued high-margins in MEA, with improvements in AEA and ASA • Strong order intake in all three areas adds to 2017 ending backlog 1) Sum of components may not foot due to rounding. © 2017 McDermott International, Inc. All rights reserved. 8

Q4 2017 Summary Cash Flow $ in millions $435 million cash & restricted cash as of Sept. 30, 20171 – (22) 1 (6) (27) CASH FLOWS CASH FLOWS CASH FROM FLOWS OTHER CASH FLOWS NET CASH FROM OPERATING FOR CAPEX USED FOR USED ACTIVITIES ACTIVITIES INVESTING & FX FINANCING ACTIVITIES $408 million cash & restricted cash as of Dec. 31, 20171 • Cash provided by operating activities down sequentially mostly due to working capital use on Pemex Abkatun • Capex primarily related to maintenance and project spend and some IT spend • Cash flows used in financing activities mostly attributable to regularly scheduled debt payments © 2017 McDermott International, Inc. All rights reserved. 1) Includes restricted cash of $18 million as of Sept. 30, 2017 and Dec. 31, 2017. 9

Q4 2017 EBITDA to Free Cash Flow1 $100 $ in millions $80 $76 ($21) $60 ($15) ($49) $40 $20 $9 ($22) ($21) $0 ($20) Increase ($40) Q4’17 EBITDA Cash Paid for Cash Paid for Changes in Changes in Capex Q4’17 Free Decrease Interest Taxes Working Other Assets & Cash Flow Capital Liabilities • Cash paid for interest mostly attributable to semiannual interest payments on 8% senior secured notes • Working capital build driven by high activity on projects with national oil companies • Negative free cash flow attributable to working capital build and maintenance and project capex, partially offset by impacts of Q4 earnings 1) Sum of components may not foot due to rounding. EBITDA and Free Cash Flow are Non-GAAP measures. Free Cash Flow is calculated by subtracting capex from Cash flows from operations. Reconciliations to the most comparable GAAP measures are provided on the pages © 2017 McDermott International, Inc. All rights reserved. entitled “Additional Disclosures – Quarterly Reconciliations” and “Additional Disclosures – EBITDA Reconciliations”. 10

Capex Summary $ in millions $63 $31 $22 $18 $16 Q4’16 Q1’17 Q2’17 Q3’17 Q4’17 DLV 2000 Capex LV 108 VLS Upgrade Capex Amazon Capex Maintenance and Project Capex IT Program Capex Capitalized Interest • 2017 capex spend primarily attributable to the purchase of the Amazon vessel and initial upgrades • Q4 2017 capex spend driven by maintenance and project capex as well as IT program spending • IT program capex driven by engineering, treasury and project management software © 2017 McDermott International, Inc. All rights reserved. 11

Projects > $50M – Percent of Completion (POC)1 Project Name Project Size2 Inpex Ichthys Mega KJO Hout Large ONGC Vashishta Significant Aramco Marjan Power System Significant PEMEX Ayatsil-C Large Aramco LTA II Mega Aramco BRRI Platform Large Aramco 4 Jackets & 3 Gas Platforms Large QGEP Atlanta SURF Large Aramco Header 9 Large PEMEX Abkatun Significant BP Angelin Large Aramco Safaniya Phase 5 Substantial Woodside GWF Large Total Pipeline Replacement Sizeable Aramco Safaniya Phase 6 Major QP Bul Hanine Phase 1 Significant Reliance KG-D6 Significant Maersk Tyra Substantial AEA MEA ASA • Inpex Ichthys is nearly complete with the completion of the offshore scope by the LV 108 in late December; small, additional scopes to be completed in 2018 and 2019 • The Aramco 9 Jackets project was completed during the quarter • The Reliance KG-D6 project has begun with set-up and is now progressing 1) Projects as of December 31, 2017. The list excludes projects that were substantially complete (>95%) in prior periods. 2) Represents the project size at time of award. Project sizes are as follows: Sizeable (>$1M and <$50M), Large ($50M—$250M), 12 © 2017 McDermott International, Inc. All rights reserved. Significant ($250M—$500M), Substantial ($500M—$750M), Major ($750M—$1,500M) and Mega (>$1,500M).

Asset Utilization Summary DIRECT UNALLOCATED OPERATING    Q4’17 FABRICATION OFFSHORE VESSELS SUBSEA VESSELS EXPENSES (Mhrs 000s) (Days) (Days) (in millions) 69% 60% $34 Actual: 4,207 Actual: 258 Actual: 189 Project Gross Profit: $156 Standard: 4,250 Standard: 375 Standard: 313 Gross Profit: $122 Q3’17 Actual: 4,880 Actual: 376 Actual: 264 Project Gross Profit: $209 Standard: 4,250 115% 100% 84% $24 Standard: 375 Standard: 313 Gross Profit: $185 • High fabrication utilization levels driven by activity in the Altamira and Jebel Ali yards • Vessel utilization slightly lower in Q4 2017 compared to Q3 2017 driven by sequencing of marine campaigns • Unallocated direct operating expenses primarily driven by lower utilization of certain marine vessels © 2017 McDermott International, Inc. All rights reserved. 13

Capital Structure1 $ in millions Scheduled Debt Maturity $500 Capitalization Profile 12/31/17 $ in millions Dec. 31, 2017 Sept. 30, 2017 Cash and Restricted Cash $408 $435 North Ocean 105 Loan 25 29 8% Senior Secured Notes 500 500 Vendor Equipment Financing (“VEF”) 16 16 $24 $10 $8 Other, including Capital Lease 2 2 Gross Debt2 $542 $546 Debt Issuance Costs (5) (5) 2018 2019 2020 2021 Total Debt $537 $541 North Ocean 105 VEF Net Debt3 $134 $111 Senior Notes Other • Continued strong net debt position • No draws on Revolver under the Credit Agreement as of December 31, 2017 • No significant debt maturities scheduled until 2021, although refinancing contemplated as a result of the proposed CB&I transaction 1) Sum of components may not foot due to rounding. 2) 2017 Form 10-K discloses debt amounts net of respective debt issuance costs for each arrangement. © 2017 McDermott International, Inc. All rights reserved. 3) Net debt is defined as Gross Debt net of Cash and Restricted Cash. 14

Credit Agreement Financial Covenant Compliance Ratios compliance calculations as of December 31, 2017 LEVERAGE Total Debt / Covenant EBITDA FIXED CHARGE Covenant EBITDA / Fixed Charges RATIO COVERAGE RATIO 3.50x 3.03x 1.27x 1.15x Actual Maximum Actual Minimum COLLATERAL Fair Value of Collateral / Total Debt COVERAGE RATIO 1.98x 1.20x Actual Minimum • Continued positive financial performance maintains significant headroom under covenant ratios • Low leverage ratio of 1.27x • Collateral values continue to provide stable headroom under collateral coverage ratio despite the continued challenging macro environment © 2017 McDermott International, Inc. All rights reserved. 15

QHSES: Industry Leading Performance Total Recordable Incident Rate 0.36 International Marine 0.21 International Association 0.12 McDermott Contractors Association of Oil & Gas Producers International, Inc. • Industry-leading safety metrics for last six years • Recently surpassed 75 million man-hours LTI-free as a company • Middle East Area now achieved over 76 million man-hours LTI-free Taking the Lead with Safety © 2017 McDermott International, Inc. All rights reserved. 16

ORDER INTAKE, BACKLOG & BID PIPELINE © 2017 McDermott International, Inc. All rights reserved. 17

Q4 2017 Key Project Awards timeline – award date to expected completion as bid Contract Service Work Oil or ‘17 ‘18 ‘19 ‘20 Client Field or Project Project Size2 Scope1 Line1 Type1 Gas Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Saudi Aramco Safaniya Phase 6 EPCI OFF BF Oil Major Qatar Petroleum Bul Hanine Phase 1 EPCI OFF BF Oil Significant Reliance KG-D6 EPCI SS GF Gas Significant Maersk Tyra EPCI OFF BF Gas Substantial AEA MEA ASA 1) Contract Scope is Engineering, Procurement, Construction and Installation (“EPCI”), Transportation and Installation (“T&I”) or Construction (“C”); Service Line is offshore (“OFF”) or subsea (“SS”); and Work Type is Brownfield (“BF”) or Greenfield (“GF”). 2) Project sizes are as follows: Sizeable (>$1M and <$50M), Large ($50M—$250M), Significant ($250M—$500M), Substantial ($500M —$750M), Major ($750M—$1,500M) and Mega (>$1,500M). • Arabia Safaniya and Phase long-term 6 represents relationship our fifth with contract Saudi Aramco to date for the Safaniya field, a testament to our offshore expertise in Saudi • Award from customer Reliance Industries builds on recent successful subsea projects in India • Maersk Tyra award marks our return to the North Sea • Strong fourth quarter order intake results in Q4 2017 book-to-bill ratio of 3.1x and full year 2017 ratio of 0.9x • Order intake momentum continues into 2018, with recent award of Saudi Aramco 13 Jackets EPCI contract © 2017 McDermott International, Inc. All rights reserved. 18

Q4 2017 Backlog and Expected Roll-Off $ in billions Details of $3.9B Backlog as of Dec. 31, 2017 BACKLOG BACKLOG EXPECTED BACKLOG by Business Line by Segment Roll-Off by Year Subsea ASA $2.4 $0.5 $0.5 13% 12% $1.2 MEA AEA Offshore $2.2 $1.2 $3.4 58% 30% $0.3 87% 20181 2019 Thereafter • Majority of $3.9B in backlog is offshore in the Middle East • Strong Q4 2017 order intake results in steady backlog entering 2018 • Saudi Aramco work accounts for approximately 46% of backlog 1) 2018 expected backlog roll-off of $2.4 billion is presented before accounting for the cumulative adjustment as a result of our adoption of © 2017 McDermott International, Inc. All rights reserved. ASC 606 Revenue from Contracts with Customers, which will decrease backlog between $205 million and $220 million. 19

Revenue Pipeline – 5 Quarter Look-Back $ in billions, except $/Bbl 39 40 $67 75 37 38 35 36 34 33 $55 $52 $57 31 32 $47 29 30 27 28 45 25 26 $24.5 23 24 22 21 $20.9 $19.6 $20.1 $20.4 19 20 18 17 $16.2 15 16 $12.6 14 13 $14.4 $12.6 15 12 $15.4 10 11 8 9 6 7 $4.4 5 $2.2 $3.1 $5.4 3 4 $1.4 2 1 $4.3 $3.9 $3.3 $2.4 $3.9 0 -15 4Q’16 1Q’17 2Q’17 3Q’17 4Q’17 Backlog Bids & COs1 Targets1 Brent Spot $/Bbl • Revenue pipeline increased substantially from Q3 2017; new level believed to be sustainable • Bids and Change Orders Outstanding decreased from Q3 2017 due to awards won in Q4 2017 • Increase in pipeline mainly attributable to expected activity in our Middle Ease and Asia Areas 1) Includes change orders. There is no assurance that bids outstanding or target projects will be awarded to McDermott, or that outstanding change orders ultimately will be approved and paid by the applicable customers in the full amounts requested or at all. Target projects are © 2017 McDermott International, Inc. All rights reserved. those that we believe fit McDermott’s capabilities and are anticipated to be awarded in the market in the next five quarters. 20

Bids Outstanding & Target Projects1 $20.6 billion as of Dec. 31, 2017 compared to $18.0 billion as of Sept. 30, 2017 $ in billions BUSINESS LINE OIL/GAS GREENFIELD/BROWNFIELD $13.1 $12.4 $13.2 $11.6 $10.4 $10.2 $8.6 $9.4 $6.4 $7.5 $7.4 $5.6 Offshore Subsea Oil Gas Greenfield Brownfield SEGMENT CUSTOMER CONTRACT SCOPE $9.1 $10.0 $9.9 $14.2 $7.4 $11.9 $6.6 $6.3 $4.9 $5.7 $5.9 $4.3 $4.8 $5.3 $4.9 Q3’17 $2.3 $1.2 $1.1 Q4’17 AEA MEA ASA NOC Super Major Independent EPCI EPC Other2 • Growth in both offshore and subsea bids outstanding and target projects • Bids outstanding and target projects growth from previous quarter mostly attributable to MEA • Growth in expected projects from Super Majors, with a consistent outlook for NOCs and Independents 1) Includes change orders. There is no assurance that bids outstanding or target projects will be awarded to McDermott, or that outstanding change orders ultimately will be approved and paid by the applicable customers in the full amounts requested or at all. Target projects are those that we believe fit McDermott’s capabilities and are anticipated to be awarded in the market in the next five quarters. 21 © 2017 McDermott International, Inc. All rights reserved. 2) “Other” category includes FEED, T&I, Construction and other types of work.

Q4 2017 Revenue Pipeline by Project Size as of December 31, 2017, contract values in millions ESTIMATED TOTAL CONTRACT VALUES Q4’17 Pipeline Q3’17 Pipeline Delta from Sequential Quarter Bids Outstanding Target Bids Outstanding Target Projects Bids Outstanding Target Projects Description Range Backlog1 2,3 Projects2,3,4 Backlog1 2,3 2,3,4 Backlog 1 2,3 2,3,4 Sizeable <$50 11 28 37 11 18 29 0 10 8 Large $50-250 8 12 28 10 9 21 (2) 3 7 Significant $250-500 6 4 11 4 6 11 2 (2)—Substantial $500-750 3 1 10 2—7 1 1 3 Major $750-1,500 2 1 3 1 2 2 1 (1) 1 Mega >$1,500 2 — 2 — ——32 46 89 30 35 70 2 11 19 • Growth in the number of projects in backlog, bids outstanding and target projects • Some target projects refilled bids outstanding as the Q4 2017 orders moved into backlog • Growing pipeline as we focus on disciplined bidding to fill backlog for 2018 and 2019 1) Excludes projects with total contract value less than $1 million. The size of the contracts in backlog reflects the total contract value comprised of revenue previously recognized and anticipated future revenues. Includes change orders signed. 2) There is no assurance that bids outstanding or target projects will be awarded to McDermott, or that outstanding change orders ultimately will be approved and paid by the applicable customers in the full amounts requested or at all. 3) Does not include change orders on existing projects. 22 © 2017 McDermott International, Inc. All rights reserved. 4) Target projects are those that we believe fit McDermott’s capabilities and are anticipated to be awarded in the market in the next five quarters.

2018 GUIDANCE © 2017 McDermott International, Inc. All rights reserved. 23

MAINTAIN Maintain leadership position in Middle East and focus on NOC’s with One McDermott Way 2018 FOCUS AREAS Diversify through exposure to growth markets DIVERSIFY and build on new relationships with super majors and independents as market outlook improves value through Execute schedule and cost management and BUILD assets, and Fit 2 EXECUTE focus on liquidity abilities Transform to create a premier vertically integrated TRANSFORM onshore-offshore EPCI company with a market leading technology portfolio through proposed combination with CB&I 24

Full Year 1 2018 Guidance 2018 Guidance Revenues $3.1B—3.3B $ in millions, except per share amounts, or as indicated Operating Income $250—275 Operating Margin 7.9%—8.3% Net Income 2 $120—145 Diluted Net Income, Per Share $0.42—0.52 Debt Measures Net Interest Expense3 ~$50 ~ = approximately 1) This 2018 guidance does not reflect the proposed combination with CB&I or the Cash Interest / DIC Amortization Interest ~$43 / ~$7 related financing transactions. 2) McDermott’s forecasted net income attributable to McDermott does not include any Ending Cash, Restricted Cash and Cash Equivalents $580—605 amount representing 2018 year-end pension actuarial gain or loss, because the Ending Gross Debt4 ~$515 company has no basis to estimate pension actuarial gain or loss amounts for the forecast period and cannot estimate such amount without unreasonable effort. Other Financial Measures 3) Net Interest Expense is gross interest expense less capitalized interest and interest income. Income Tax Expense ~$70 4) Ending Gross Debt excludes debt issuance costs and capital lease obligations. 5 5) The calculations of EBITDA and Free Cash Flow, which are Non-GAAP measures, are EBITDA $340—365 shown in the appendix entitled “Reconciliation of Forecast Non-GAAP Financial Cash from Operating Activities $310—335 Measures to Forecast GAAP Financial Measures.” 6) Corporate and Other represents the operating income (loss) from corporate and non- Capex $100—115 operating activities, including corporate expenses, certain centrally managed initiatives (such as restructuring charges), impairments, year-end mark-to-market Free Cash Flow $195—235 (“MTM”) pension actuarial gains and losses, costs not attributable to a particular 6 reporting segment, and unallocated direct operating expenses associated with the Corporate and Other $(180)—(195) underutilization of vessels, fabrication facilities and engineering resources. • Approximately 67%—71% of 2018 forecast revenues are included in backlog as of December 31, 2017 • Anticipated working capital improvements expected to result in higher cash balance • Our guidance differs from the forward-looking financial information referenced in the Registration Statement on Form S-4 filed on January 24, 2018; the differences are mainly attributable to the evolution of our internal forecasts, timing of contracts awarded in the fourth quarter of 2017 and adoption of ASU 2014-09, Revenue from Contracts with Customers (ASC 606), as of January 1, 2018 © 2017 McDermott International, Inc. All rights reserved. 25

Implementation of Fit 2 Grow Demonstrates McDermott’s Cost Culture Annualized Cash Savings LABOR & Headcount optimization COMPENSATION 300 11% THIRD PARTY Outsourcing certain services 200 35% MANAGEMENT (i.e. vessel management, supply chain, etc.) 18% 100 SPEND Optimizing purchasing power, vendor RATIONALIZATION service levels & discretionary spending 36% 0 MPI1 AOR1 F2G Various other cost improvements OTHER (i.e. reduce leased assets, financing initiatives, etc.) • Fit 2 Grow (“F2G”) is a value improvement program initiated to further enhance our cost culture and available cash • We expect to realize in excess of $50 million of cash savings, before restructuring charges which are expected to be approximately $3 million • Approximately 90% of the savings are expected to be related to operating expenses 1) All activities related to the McDermott Profitability Initiative (“MPI”) and Additional Overhead Reduction (“AOR”) programs were © 2017 McDermott International, Inc. All rights reserved. completed during fiscal year 2016. 26

FREQUENTLY ASKED QUESTIONS How… When… If you… The market… © 2017 McDermott International, Inc. All rights reserved. 27

Frequently asked questions Question Response 1) What is the effect of the low oil We believe McDermott’s exposure to fluctuations in commodity prices is partially mitigated due to its diversification of price on McDermott? client mix with NOCs, geographic focus in the Middle East and expertise in brownfield projects. Despite the continued macro environment, we have achieved a 0.9x book-to-bill ratio for the full-year 2017 and have identified a healthy revenue pipeline. In addition, as part of our continued focus on cost management, we proactively seek ways to improve our cost structure and manage our cost base. 2) What are the risks of contract We believe our EPCI projects generally have a lower risk of cancellation due to the nature of our work being cancellations? immediately before production and after Final Investment Decision by the customer. Although we had a charter termination for the Agile in the second quarter of 2016, we believe it was an exception, and primarily as a result of the customer’s inability to renew the Charter Authorization Certificate. 3) Do you have access to any Restricted cash is primarily related to cash collateral for bilateral letters of credit (LCs) obtained from sources outside of amounts classified as restricted our primary $810 million letter of credit facility. We use these separate LCs to lower costs and manage overall capacity of the primary facility. To the extent there is adequate capacity under the $810 million facility, the bilateral LCs cash? effectively could be moved to that facility to release the restricted cash if necessary. 4) Is there any expected tax impact The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate to McDermott resulting from the from 35% to 21%. Due to McDermott’s current loss position in the United States, it is not able to benefit from the reduced rate. However, if McDermott generates profits in the U.S. in the future, it may be in a position to benefit from Tax Cuts and Jobs Act which was the lower rate. The Act also requires companies to pay a one-time transition tax on earnings of certain foreign enacted on December 22, 2017? subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. However, based on its Panamanian domicile, McDermott would not be significantly impacted by these provisions of the Act. © 2017 McDermott International, Inc. All rights reserved. 28

Frequently asked questions Question Response 5) What are McDermott’s key local McDermott continues to bid for work in markets where we expect our customers to invest capital. Today, most of our markets for 2018 bidding? current and prospective work is for customers operating in Saudi Arabia, Qatar, Malaysia, Western Australia, East Coast of India, Mexico and Africa.                6) Are there any updates to Signing the MOU was the first step in a multi-year process, and as such, we expect very little near-term impact. The discuss on the Strategic MOU that McDermott and Saudi Aramco teams are currently working together through the planning phase. The next milestone will be working with Saudi Aramco to finalize the lease and related agreements. The MOU provides an exclusivity you signed with Saudi Aramco in period extending to June 1, 2018 for the negotiation and finalization of the agreements contemplated in the MOU. We the first quarter? will also continue to optimize the design and layout of the new yard to maximize the efficiency of the new facility to better serve our Middle East customers, including Saudi Aramco. 7) How did you change the In the first quarter of 2017, we implemented changes to our financial reporting structure to better align with how we allocations of your non-operating operate the business. Corporate expenses, certain centrally managed initiatives (such as restructuring charges), impairments, year-end mark-to-market (“MTM”) pension actuarial gains and losses, costs not attributable to a activities in your reportable particular reportable segment and unallocated direct operating expenses associated with the underutilization of segments and “Corporate and vessels, fabrication facilities and engineering resources, are no longer apportioned to our reportable segments. Those Other” in 2017? expenses are now reported under “Corporate and Other.” © 2017 McDermott International, Inc. All rights reserved. 29

Frequently asked questions Question Response 8) What impact do you expect We are currently finalizing our assessment of the impact of ASC 606 on our Consolidated Financial Statements and upon the adoption of ASU 2014-09 related disclosure. (ASC 606, Revenue from Contracts As part of the adoption of the new standard, we will now measure progress of performance obligations within our with Customers)? contracts based on the total cost of materials, labor, equipment and vessel operating costs and other costs incurred as applicable to each contract (often referred to as the “Full Cost” method). Prior to the adoption of the new standard, certain costs, such as significant costs for materials and third-party subcontractors, were excluded from the cost-to-cost method of measuring progress for revenue recognition (which McDermott has historically referred to as the “Partial Cost” method). Adoption of the standard may also affect the manner in which we determine the unit of account for our projects and estimate revenue associated with unapproved change orders and claims. We also expect the standard to result in enhanced disclosures concerning our revenue estimates and contract activity in each period. We adopted the new standard effective January 1, 2018, using the modified retrospective application, with no restatement of the comparative periods presented and a cumulative effect adjustment recorded to retained earnings as of the date of adoption. We will only apply the standard to contracts not substantially complete as of the date of adoption. The cumulative adjustment recorded to equity and enhanced disclosures will be included in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2018. We estimate the cumulative effect of adopting ASU 606 and the related change in our method to measure project progress will be as follows, due to the accelerated recognition of revenues and related costs: • Contracts in progress – increase $12 million to $20 million • Advance billings on contracts – decrease $2 million to $4 million • Income taxes payable – decrease approximately $1 million • Accumulated deficit – decrease $15 million to $25 million • Backlog – decrease $205 million to $220 million © 2017 McDermott International, Inc. All rights reserved. 30

Frequently asked questions Question Response 9) Are there any updates to On January 24, 2018, we filed the registration statement on Form S-4 with the SEC for their review. On January 24, discuss regarding the business 2018, the Premerger Notification Office of the Federal Trade Commission advised us that early termination of the Hart-Scott-Rodino waiting period had been granted. On February 5, 2018, we filed an application for the consent of the combination you announced with Russian Federal Antimonopoly Service. CB&I on December 18, 2017? We are currently focused on integration planning and continue to expect to complete the combination in Q2 2018. © 2017 McDermott International, Inc. All rights reserved. 31

FINANCIAL APPENDIX © 2017 McDermott International, Inc. All rights reserved. 32

Additional Disclosures – Quarterly Reconciliations Reconciliation of Non-GAAP to GAAP financial measures Three Months Ended Dec 31, 2017 Sept 30, 2017 Dec 31, 2016 (Dollars In thousands, except share and per share amounts) 1) Restructuring charges were primarily associated with personnel GAAP Net Income (Loss) Attributable to MDR                $25,516                $94,701                  $(476) reductions, facility closures, consultant fees, lease terminations and asset impairments. Less: Adjustments 2) We recognized $10.9 million of impairment charges on certain marine Restructuring charges1                —                —                 576 assets during the quarter ended December 31, 2017. Impairment loss2 3) We recognized $8.9 million in transaction-related costs in the fourth                —                —                 10,889 3 quarter of 2017 associated with the proposed combination with CB&I, Transaction-related costs                8,923                —                 —    4 which we announced on December 18, 2017. Non-cash actuarial loss (gain) on benefit plans                 (5,197)                —                (5,391) 4) $5.2 million and $5.4 million in gains were recorded in the quarters    Total Non-GAAP Adjustments                3,726                —                 6,074 ended December 31, 2017 and 2016, respectively, as a result of non-Tax Effect of Non-GAAP Changes5                —                —                 (10) cash actuarial mark-to-market adjustments recorded in the fourth Total Non-GAAP Adjustments (After Tax)                3,726                —                 6,064 quarter of each respective year. Non-GAAP Adjusted Net Income Attributable to McDermott                $29,242                $94,701                  $5,588 5) The adjustments to GAAP Net Income have been income tax effected when included in net income. Tax effects of Non-GAAP adjustments GAAP Operating Income                $53,946                $127,072                 $6,217 represent the tax impacts of the adjustments during the period. Some                Non-GAAP Adjustments6                3,726                —                 6,074 Non-GAAP adjusting items are primarily attributable to tax jurisdictions Non-GAAP Adjusted Operating Income                $57,672                $127,072                 $12,291 in which McDermott currently does not pay taxes and, therefore, no Non-GAAP Adjusted Operating Margin 8.0% 13.3% 1.9% tax impact is applied to those items. For the Non-GAAP adjusting items in jurisdictions where taxes are paid, the tax impacts on those adjustments are computed, individually, using the statutory tax rate in GAAP Diluted EPS                 $0.09                 $0.33                $(0.00) effect in each applicable tax jurisdiction. Non-GAAP Adjustments                0.01                0.00                 0.02 6) Includes the Non-GAAP adjustments described in footnotes 1, 2, 3 and Non-GAAP Diluted EPS                $0.10                $0.33                 $0.02 4 above. Shares used in computation of earnings (loss) per share: Basic                284,019,072                283,991,161                 241,258,644 Diluted                286,585,156                285,774,621 285,563,031 Cash flows from operating activities                $302                $45,319                 $52,580 Capital expenditures                $(21,705)                (16,184)                 (30,686) Free cash flow                $(21,403)                $29,135                 $21,894 GAAP Revenue                $718,133                $958,531                 $641,781 © 2017 McDermott International, Inc. All rights reserved. 33

Additional Disclosures – Full Year Reconciliations Reconciliation of Non-GAAP to GAAP financial measures Full Year Ended Dec 31, 2017 Dec 31, 2016 (Dollars In thousands, except share and per share amounts) 1) Restructuring charges were primarily associated with personnel GAAP Net Income (Loss) Attributable to MDR                $178,546                $34,117 reductions, facility closures, consultant fees, lease terminations and asset impairments. Less: Adjustments 2) We recognized $55.0 million of impairment charges during the year Restructuring charges1                —                11,263 ended December 31, 2016. Impairment Loss2                —                54,958 3) We recognized a $5.0 million gain for the exit from our joint venture Gain on JV exit3                —                (5,003) investment in THF in the third quarter of 2016. Transaction-related costs4                8,923                — 4) We recognized $8.9 million in transaction-related costs during the full Non-cash actuarial loss (gain) on benefit plans5                 (5,197)                 (5,391) year 2017 associated with the proposed combination with CB&I, which                Total Non-GAAP Adjustments                3,726                 55,827 we announced on December 18, 2017. 6 5) $5.2 million and $5.4 million in gains were recorded in the years ended Tax Effect of Non-GAAP Changes                —                (536) December 31, 2017 and 2016, respectively, as a result of non-cash Total Non-GAAP Adjustments (After Tax)                3,726                 55,291 actuarial mark-to-market adjustments recorded in the fourth quarter of Non-GAAP Adjusted Net Income Attributable to McDermott                $182,272                $89,408 each respective year. 6) The adjustments to GAAP Net Income have been income tax effected GAAP Operating Income                 $324,202                $142,253 when included in net income. Tax effects of Non-GAAP adjustments                Non-GAAP Adjustments7                3,726                 60,830 represent the tax impacts of the adjustments during the period. Some Non-GAAP Adjusted Operating Income                $327,928                $203,083 Non-GAAP adjusting items are primarily attributable to tax jurisdictions Non-GAAP Adjusted Operating Margin 11.0% 7.7% in which McDermott currently does not pay taxes and, therefore, no tax impact is applied to those items. For the Non-GAAP adjusting items GAAP Diluted EPS                 $0.63                 $0.12 in jurisdictions where taxes are paid, the tax impacts on those Non-GAAP Adjustments                0.01                0.19 adjustments are computed, individually, using the statutory tax rate in Non-GAAP Diluted EPS                $0.64                $0.31 effect in each applicable tax jurisdiction. 7) Includes the Non-GAAP adjustments described in footnotes 1, 2, 4 and Shares used in computation of earnings (loss) per share: 5 above. Basic                273,337,931                240,359,363 Diluted                285,634,757 284,184,239 Cash flows from operating activities                $135,804                $178,179 Capital expenditures                (118,811)                (228,079) Free cash flow                $16,993                $(49,900) GAAP Revenue                $2,984,768                $2,635,983 © 2017 McDermott International, Inc. All rights reserved. 34

Additional Disclosures – EBITDA Reconciliations Reconciliation of Non-GAAP to GAAP financial measures Three Months Ended Full Year Ended Dec 31, 2017 Sept 30, 2017 Dec 31, 2016 Dec 31, 2017 Dec 31, 2016 (Dollars in thousands) Net income (loss) attributable to McDermott                $25,516                $94,701                  $(476)                $178,546                $34,117 Add: Depreciation & amortization                22,670                28,347                 25,922                100,702                 102,677 Interest Expense, net                12,088                11,976                 17,547                62,974                 58,871 Provision for income taxes                15,495                19,532                 (13,184)                68,716                 41,926 EBITDA1                $75,769                $154,556                 $29,809                $410,938                 $237,591 EBITDA                $75,769                $154,556                 $29,809                $410,938                 $237,591 Adjustments                 3,726                —                6,074                  3,726                55,827 Adjusted EBITDA1                $79,495                $154,556                 $35,883                $414,664                 $293,418 1) We define EBITDA as net income plus depreciation and amortization, interest expense, net, and provision for income taxes. We define Adjusted EBITDA as EBITDA less the adjustments detailed in the immediately preceding pages. We have included EBITDA and Adjusted EBITDA disclosures in this supplemental deck because EBITDA is widely used by investors for valuation and comparing our financial performance with the performance of other companies in our industry and because Adjusted EBITDA provides a consistent measure of EBITDA relating to our underlying business. Our management also uses EBITDA and Adjusted EBITDA to monitor and compare the financial performance of our operations. EBITDA and Adjusted EBITDA do not give effect to the cash that we must use to service our debt or pay our income taxes, and thus do not reflect the funds actually available for capital expenditures, dividends or various other purposes. In addition, our presentation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures in other companies’ reports. You should not consider EBITDA or Adjusted EBITDA in isolation from, or as a substitute for, net income or cash flow measures prepared in accordance with U.S. GAAP. © 2017 McDermott International, Inc. All rights reserved. 35

Additional Disclosures – 2018 Guidance Reconciliations Reconciliation of Non-GAAP to US GAAP financial measures Full Year 2018 Guidance (Dollars in millions) Cash Flows from Operating Activities $310—335 Capital Expenditures 100—115 Free Cash Flow $195—235 GAAP Net Income (Loss) Attributable to McDermott $120—145 Add: Depreciation and amortization ~100 Interest expense, net ~50 Provision for taxes ~70 EBITDA $340—365 © 2017 McDermott International, Inc. All rights reserved. 36

ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, on January 24, 2018, McDermott International, Inc. (“McDermott”) filed a Registration Statement on Form S-4 with the SEC, that included (1) a joint proxy statement of McDermott and Chicago Bridge & Iron Company N.V. (“CB&I”), which also constitutes a prospectus of McDermott and (2) an offering prospectus of McDermott Technology, B.V. to be used in connection with McDermott Technology, B.V.’s offer to acquire CB&I shares. After the registration statement is declared effective by the SEC, McDermott and CB&I intend to mail a definitive joint proxy statement/prospectus to stockholders of McDermott and shareholders of CB&I. Additionally, McDermott Technology, B.V. intends to file a Tender Offer Statement on Schedule TO-T (the “Schedule TO”) with the SEC and soon thereafter CB&I intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the exchange offer. The exchange offer for the outstanding common stock of CB&I referred to in this document has not yet commenced. The solicitation and offer to purchase shares of CB&I’s common stock will only be made pursuant to the Schedule TO and related offer to purchase. This material is not a substitute for the joint proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or the Registration Statement or for any other document that McDermott or CB&I may file with the SEC and send to McDermott’s and/or CB&I’s shareholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF CB&I AND MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND CB&I WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED TRANSACTIONS. Investors will be able to obtain free copies of the Registration Statement, joint proxy statement/prospectus, Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by McDermott and CB&I with the SEC (when they become available) at http://www.sec.gov, the SEC’s website, or free of charge from McDermott’s website (http://www.mcdermott.com) under the tab, “Investors” and under the heading “Financial Information” or by contacting McDermott’s Investor Relations Department at (281) 870-5147. These documents are also available free of charge from CB&I’s website (http://www.cbi.com) under the tab “Investors” and under the heading “SEC Filings” or by contacting CB&I’s Investor Relations Department at (832) 513-1068. PARTICIPANTS IN PROXY SOLICITATION McDermott, CB&I and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from McDermott’s and CB&I’s shareholders in connection with the proposed transactions. Information regarding the officers and directors of McDermott is included in its definitive proxy statement for its 2017 annual meeting filed with SEC on March 24, 2017. Information regarding the officers and directors of CB&I is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on March 24, 2017. Additional information regarding the persons who may be deemed participants and their interests will be set forth in the Registration Statement and joint proxy statement/prospectus and other materials when they are filed with SEC in connection with the proposed transactions. Free copies of these documents may be obtained as described in the paragraphs above. © 2017 McDermott International, Inc. All rights reserved. 37