#1MCDERMOTT MCDERMOTT IN Investor Presentation 2019 Annual Meeting of Stockholders#2Executive Summary About McDermott Premier, fully-integrated provider of technology, engineering and construction solutions to the energy industry Operating in over 54 countries, McDermott's locally focused and globally-integrated resources include approximately 32,000 employees, a diversified fleet of marine construction vessels and fabrication facilities around the world On May 10, 2018, completed the combination with Chicago Bridge & Iron Company N.V. ("CB&I") through a series of transactions (the "Combination") Engaged Board Committed to Sound Corporate Governance and Oversight of Business Strategy The Board is an invaluable source of perspective and insight, overseeing and engaging in our strategy for continued growth The Combination resulted in the addition of five new, experienced and qualified members to the Board, providing for immediate refreshment and a diverse mix of skills, experience, knowledge and independence for effective decision-making and risk oversight in supporting our long-term strategy Firmly committed to continuing our stockholder outreach program and incorporating feedback, which has resulted in best practice corporate governance and executive compensation policies and programs. Strong Compensation Practices The Compensation Committee seeks to provide reasonable and competitive compensation, with the elements of total direct compensation, or TDC, targeted generally within approximately 15% of median compensation of our market for comparable positions Significant continued emphasis on variable, "at-risk" compensation that aligns pay with performance Rigorous financial performance metrics utilized in compensation program that are directly linked to McDermott's strategy M Investor Presentation: 2019 Annual Meeting of Stockholders 2#3McDermott is a premier, fully integrated provider of engineering, construction and technology solutions to the global energy industry Completed strategic combination with CB&I on May 10, 2018 Fundamentally different and much larger company as compared to 2017, with expanded geographic, operational and technological reach Fully, vertically integrated offering for customers worldwide, with product solutions spanning onshore and offshore from concept to commissioning 1923 FOUNDED IN EASTLAND, TEXAS 12 MARINE 54 New York Stock Exchange MDR CONSTRUCTION VESSELS 7 Operating Areas Countries in Oil and Gas Producing Regions Worldwide |32,000|| EMPLOYEES PROJECTS COMPLETED ACROSS CONTINENTS Customers National, International and Independent Energy Companies About McDermott 3000+ PATENTS PATENT APPLICATIONS AND TRADEMARKS -13- FACILITIES FABRICATION TECHNOLOGY ENGINEERING PROCUREMENT FABRICATION CONSTRUCTION INSTALLATION - M Investor Presentation: 2019 Annual Meeting of Stockholders 3#4ITEM 1 Election of Directors 2019 Annual Meeting of Stockholders - Items of Business ITEM 2 Advisory Vote to Approve Named Executive Officer Compensation ITEM 3 Ratification of Appointment of Ernst & Young LLP as Auditors ITEM 4 Approval of 2019 McDermott International, Inc. Long-Term Incentive Plan The Board recommends a vote FOR each of these items of business M Investor Presentation: 2019 Annual Meeting of Stockholders 4#5ITEM 1 Election of Directors M 2019 Annual Meeting of Stockholders - Items of Business The Board recommends a vote FOR each Director nominee Investor Presentation: 2019 Annual Meeting of Stockholders 5#6Newly Refreshed Board is Strongly Positioned to Drive Success Each director brings a diverse mix of skills, experience, knowledge and independence to best position the Board for effective decision-making in supporting our long-term strategy With the closing of the Combination, our Board increased from 9 to 11 members Added 5 new, experienced and qualified members to the Board, complementing the Board's existing skills and expertise for post- Combination McDermott Gary P. Luquette Chair of the Board Former President, Chief Executive Officer Frank's International N.V. Forbes I. J. Alexander Executive Vice President, Jabil, Inc. Philippe Barril Transition Committee Chair Chief Operating Officer, SBM Offshore, N.V. John F. Bookout, III Partner, Apollo Global Management, LLC David Dickson President and Chief Executive Officer, McDermott International, Inc. L. Richard Flury Governance Committee Chair Former Chief Executive Officer, Gas, Power & Renewables, BP p.l.c. W. Craig Kissel Compensation Committee Chair Former President, Commercial Systems, Trane, Inc. James H. Miller Former Chairman, PPL Corporation William H. Schumann, III Audit Committee Chair Former Executive Vice President FMC Technologies, Inc. Mary L. Shafer-Malicki Former Senior Vice President and Chief Executive Officer, BP Angola, BP p.l.c. Marsha C. Williams Former Senior Vice President and Chief Financial Officer, Orbitz Worldwide, Inc. M Investor Presentation: 2019 Annual Meeting of Stockholders 6#7Focused and Engaged Board Our Board continuously evaluates its composition to ensure effective oversight of McDermott's strategy in driving long-term stockholder value Independent Perspective ○ 10 Independent Directors 1 Non-Independent Director 2 Balanced Board Tenure 1 Relevant Skills and Experience P 11 Executive Leadership 8 or more years 1 to 4 11 Energy/Oilfield Services 3 years LO 5 to 7 years 5 Less than 1 year 10 International Operations 7 Financial Oversight Responsibilities 8 9 Other Public Company 88 Board Experience 6 Experience with Core Customers 10 Corporate Governance Commitment to Board Refreshment Annual review of committee composition and individual director skills and qualifications Periodic third party evaluation of Board and Committee effectiveness, last conducted early 2017 Mandatory retirement at age 72 Committee Chair rotation after five years of service M Investor Presentation: 2019 Annual Meeting of Stockholders 7#8Strong Governance and Compensation Practices Remain a Priority Our Board believes in sound corporate governance and places significant weight on stockholder feedback in making decisions on corporate governance and executive compensation policies and programs Corporate Governance Practices The Board is actively involved in stockholder outreach efforts Independent Board Chair Consistent director refreshment using a standardized process Independent director search firm utilized in selecting director candidates Majority voting for directors Use of independent third party facilitator in connection with 2017 annual Board and Committee evaluations Management succession planning oversight Board risk oversight Long-term incentive compensation is subject to forfeiture Compensation Practices Annual incentive compensation is subject to linear and capped payouts ☑ Use of multiple performance metrics ✓ Significant stock ownership guidelines for directors and officers Double-trigger change-in-control agreements Annual review of share utilization Independent compensation consultant ✓ Annual review of peer group Clawback policy Repricing of underwater stock options * Excise tax gross-ups * Derivatives trading, hedging or pledging of McDermott stock Employment contracts providing for continued employment M Investor Presentation: 2019 Annual Meeting of Stockholders 8#9Commitment to Ongoing and Meaningful Stockholder Engagement Our Board is firmly committed to constructive engagement with our stockholders and regularly reviews and responds to their expressed views In 2015, our Board established a formal and extensive stockholder outreach program on executive compensation and governance matters, under which certain directors and/or executive officers solicit feedback from our stockholders on governance and compensation matters Dialogue with stockholders has led to a number of meaningful changes Governance Maintaining a Separate Chair of the Board and CEO Maintaining a Board comprised of all independent directors, except our CEO Engaging an independent third-party facilitator to conduct the annual Board and Committee evaluations every few years or as needed Adoption of limits on the number of outside boards on which our directors may serve Maintaining a commitment to Board refreshment Social and Environmental Increasing disclosures on our corporate social responsibility and sustainability activities Establishing a formal CSR Corporate Steering Committee and a Global Coordination Team to more closely align CSR activities to our business objectives Taking steps to align our CSR framework to the ISO 26000:10 standard, which provides guidance to assess and address social responsibilities that are relevant and significant to McDermott's: mission and vision; operations and processes; customers, employees, communities and other stakeholders; and environmental impact Compensation Enhancing transparency in proxy statement disclosures regarding compensation matters, including disclosing specific targets of our compensation programs and how they tie to our strategy Including a relative metric for long-term incentive plan awards Requiring double-trigger vesting of equity awards upon a change in control ■ Introduction of a competitor peer group for performance-based equity awards Appropriate revisions to our compensation peer groups M Investor Presentation: 2019 Annual Meeting of Stockholders 9#102019 Annual Meeting of Stockholders - Items of Business ITEM 2 Advisory Vote to Approve Named Executive Officer Compensation The Board recommends a vote FOR the advisory vote on Named Executive Officer compensation M Investor Presentation: 2019 Annual Meeting of Stockholders 10#11Post-Combination: Our Operating Strategy and Increased Earnings Potential Our 2018 operating strategy following the combination with CB&I was to pioneer a new kind of company, with a focus on the following strategic objectives: Integrate Complete the integration with CB&I successfully to establish a top tier, vertically integrated engineering, procurement and construction company, competitively differentiated in technology, customer relationships, Drive Drive savings throughout the organization and embody a best in class culture, with a focus on achieving synergy savings via the Combination Profitability Initiative, or CPI Position Develop strategy to position McDermott for future growth by capitalizing on a robust revenue opportunity pipeline and growing end markets T Discipline Exercise disciplined bidding through thorough evaluation and assessment of project risk profiles Execute Deliver excellence in execution through implementation of the One McDermott Way Post-Combination, McDermott is a fundamentally different and much larger company as compared to where we were in 2017, with significant earnings potential Revenues ▲ 123% 12 10 Backlog ▲ 179% 12- 10 Order Intake 115% $10.9 12 10 00 6 4 $3.0 2 $6.7 8 6 $3.9 4 2 M 2017 2018 Investor Presentation: 2019 Annual Meeting of Stockholders 2017 2018 80 62 4 $2.6 $5.6 2017 2018 $ in billions 11#12Compensation Philosophy Links Strategy and Operational Performance McDermott's compensation programs are designed to provide compensation that: Attracts, motivates and retains high-performing executives Provides performance-based incentives that reward achievement of short- term and long-term business goals and strategic objectives while recognizing individual contributions Aligns the interests of our executives with those of our stockholders Performance metrics and performance levels used within elements of annual and long-term compensation support our strategic and financial goals and drive the creation of stockholder value 2018 Executive Incentive Compensation Plan (Annual Bonus) 2018 Long-Term Incentive Plan Awards ― Performance Units Strategic Objective Integrate & Execute Drive profitability via improved project execution Drive Prioritize liquidity needs Position Support future business Integrate, Discipline & Execute Generate returns for stockholders Performance Metric Adjusted Operating Income Adjusted Free Cash Flow Order Intake Relative Total Shareholder Return M Investor Presentation: 2019 Annual Meeting of Stockholders 12#13Post-Combination Compensation Peer Group and CEO Target TDC The Compensation Committee seeks to provide reasonable and competitive compensation, with the elements of TDC targeted generally within approximately 15% of median compensation of our market for comparable positions (market range) The Compensation Committee considered the significantly increased size and scale of McDermott post-Combination, and identified a new Compensation Peer Group with consideration of the following: Comparable executive expertise Comparably sized executive roles Competitors for executive talent Comparable revenues Similarity of operations and business models Other comparable financial and capital value metrics Post-Combination benchmarking and compensation review process led to changes in each element of CEO's 2018 target TDC Increased Size, Scope and Complexity New market median > Benchmarking of new peers > compensation opportunities Changes in elements of TDC Notwithstanding compensation increases, each element of CEO 2018 post-Combination target TDC remains within 3% of market range compensation M Investor Presentation: 2019 Annual Meeting of Stockholders 13#14Significant Majority of CEO Pay is At Risk... Demonstrating Pay for Performance Alignment McDermott's compensation program is designed to align interests of executives with those of our stockholders with a focus on long-term performance results CEO 2018 Post-Combination Target Total Direct Compensation CEO 2018 LTI Value Reduction 10% 10- $6.4 million $8.3 million 8 77% Long-Term Incentives, or LTI Variable compensation designed to align interests of executives with those of our stockholders with a focus on long-term performance results Annual Base Salary Fixed cash compensation recognizing an executive officer's experience, skill and performance M CO 6 13% 90% At Risk Annual Incentive, or EICP Variable compensation designed to reward achievement of short-term business goals and strategic objectives, while recognizing individual contributions 4- $1.9 million 2 0 LTI Award Value on Grant Date 3/1/18 RSU LTI Award Value as of 12/31/18 6/1/18 RSU 6/1/18 PU* Investor Presentation: 2019 Annual Meeting of Stockholders The LTI award value as of December 31, 2018 is based on McDermott's closing stock price as of December 31, 2018. The value of performance units as of December 31, 2018 is based on achieving threshold performance. 14#152019 Annual Meeting of Stockholders - Items of Business ITEM 3 Ratification of Appointment of Ernst & Young LLP as Auditors The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as Auditors M Investor Presentation: 2019 Annual Meeting of Stockholders 15#16Auditor and Audit Committee Matters The Audit Committee determined the continued engagement of Ernst & Young LLP ("EY") for fiscal year 2019 is in the best interests of McDermott and our stockholders EY was appointed in 2018 following a competitive request for proposal process, replacing Deloitte & Touche LLP as our principal outside auditor In selecting EY to serve as McDermott's auditor over competing firms, the Audit Committee considered, among other things: Global, national and local capabilities to handle the breadth and complexity of McDermott's global operations and ability to rely on component regional teams corresponding to the primary business locations of McDermott Technical expertise and knowledge of McDermott's industry, global operations and potential risks McDermott will face Proposed lead partner and engagement team experience, qualifications and effectiveness; Relationships, resources, and processes used to monitor emerging legislative, regulatory, and accounting issues Processes for identifying and sharing with McDermott management industry best practices and trends and developments that affect our business environment Style, approach and frequency of communication with the Audit Committee and management; Approach to identifying and resolving technical issues with management; Plan for utilizing internal audit activities to drive efficiency in the execution of the external audit plan; Reasonableness of estimated fees, costs and billing practices for audit and non-audit services; Processes for monitoring and maintaining independence; and Processes for ensuring confidentiality of McDermott intellectual capital from any competitors served by the firm. In determining whether to reappoint EY for fiscal year 2019, the Audit Committee considered a number of factors, including the quality of EY's audit and non-audit work, based on its oversight of the firm's work product, EY's reports on its quality controls and its performance during 2018, external data on EY's audit quality and performance, the appropriateness of EY's fees and EY's written disclosures and independence letter M Investor Presentation: 2019 Annual Meeting of Stockholders 16#172019 Annual Meeting of Stockholders - Items of Business ITEM 4 Approval of 2019 McDermott International, Inc. Long-Term Incentive Plan The Board recommends a vote FOR the 2019 McDermott International, Inc. Long-Term Incentive Plan M Investor Presentation: 2019 Annual Meeting of Stockholders 17#18Approval of 2019 Long-Term Incentive Plan Aligns with Stockholder Interests 2019 LTIP will replace 2016 LTIP and the CB&I LTIP Adoption of 2019 LTIP is necessary to continue our equity-based long-term incentive program and to avoid having to potentially increase significantly the cash component of our executive compensation program in order to remain competitive and adequately compensate our employees In determining the number of shares to make available under the 2019 LTIP, the Compensation Committee considered: Key historical stock usage data under the 2016 LTIP Advice of Meridian Compensation Partners, LLC, the independent compensation consultant Expected dilution resulting from the 2019 LTIP Number of shares reserved Annual Limits on Employee Grants Minimum Vesting Key Changes from 2016 LTIP 2016 LTIP 12,000,000 Maximum annual per person grant of 3,000,000 shares subject to options. Maximum annual per person grant of 3,000,000 shares in the form of restricted stock or restricted stock units. Maximum annual cash payout of $12,000,000 per person for performance units. Awards to employees subject to a minimum vesting period of one year from the date of grant, subject to an exception for up to 5% of the shares reserved. 2019 LTIP 2,475,000, plus unused shares reserved from prior plans No provision. As a result of the elimination of the performance-based compensation exception under Section 162(m) of the Code, these per person limitations are no longer necessary. Annual limits on director awards remain in place. All awards (including director awards) will have a minimum vesting period of one year from the date of grant, subject to exceptions for up to 5% of the shares reserved as well as for director grants that vest at the next annual meeting. M Our Board believes incentive awards are critical to attracting, retaining and engaging highly qualified employees and to aligning their financial interests with the financial interests of our stockholders Investor Presentation: 2019 Annual Meeting of Stockholders 18#19M Forward Looking Statements McDermott cautions that the statements in this presentation 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, to the extent backlog may be viewed as an indicator of future revenues, and about the expected benefits resulting from McDermott's combination with Chicago Bridge & Iron Company N.V. and McDermott's strategic objectives. 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 which may cause actual results to differ materially from the forward-looking statements, including, among others: the possibility that the expected synergies from the combination will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the diversion of management time and attention on the post-combination integration efforts; adverse changes in the markets in which McDermott operates or credit markets; our credit ratings; 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; changes in industry norms; and adverse outcomes in legal proceedings, regulatory proceedings or enforcement matters. 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, 2018. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement. Investor Presentation: 2019 Annual Meeting of Stockholders 19#20M