Investor Presentation

June 2019

2

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 actual results of operations of McDermott. These forward-looking statements include,

among other things, full year 2019 guidance, project milestones and percentage of completion and expected timetables, increased opportunities in the market and anticipated increased

customer capex spend, backlog or remaining performance obligations, bids and change orders outstanding, target projects and revenue opportunity pipeline, to the extent these may be

viewed as indicators of future revenues or profitability, our expectations about the timelines for the sales of the tank storage and pipe fabrication businesses, our assessments and beliefs

with respect to the two legacy Focus Projects of CB&I, our beliefs with respect to the combination with CB&I, integration progress and long-term prospects, including the expected award of

the Anadarko LNG project. 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: difficulties related to the integration of the two companies; disruption from the combination making it more difficult to maintain relationships with customers, employees, regulators or

suppliers; the diversion of management time and attention to integration matters; 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; 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 filings with the U.S. Securities and

Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. This presentation 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.

NON-GAAP DISCLOSURESThis presentation includes several “non-GAAP” financial measures as defined under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. McDermott reports its financial

results in accordance with U.S. generally accepted accounting principles, but we believe certain non-GAAP financial measures provide useful supplemental information to investors

regarding the underlying business trends and performance of its ongoing operations and are useful for period-over-period comparisons of those operations. The non-GAAP measures in this

presentation include Backlog, Adjusted Operating Income and Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share (“EPS”), EBITDA, Adjusted EBITDA, Free Cash Flow, and

Adjusted Free Cash Flow. These non-GAAP financial measures should be considered as supplemental to, and not as a substitute for or superior to, the financial measures prepared in

accordance with GAAP.

Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are provided in the Financial Appendix to this presentation.

3

▪ Global, fully vertically integrated onshore-

offshore EPC/EPCI provider with a market-

leading technology portfolio with $15.4Bn1

backlog

▪ Diversified capabilities, well positioned

globally with a $91.1Bn1 revenue opportunity

pipeline

▪ 32,000 employees operating in over 54

countries, with four geographic segments and

a technology segment

▪ Over a century of demonstrated performance

▪ Positioned to demonstrate significant earning

power driven by end market recovery and

anticipated increased customer capex spend

COMPANY OVERVIEW

1. As of March 31, 2019

Engineering Fabrication

Marine

Professional Office

Spoolbase Technology

4

QUARTERLY FINANCIAL HIGHLIGHTS

$6.7

$1.4

$0.3

Q1'19 Q4'18 Q1'18

Orders(in billions)

$15.4

$10.9

$3.4

Q1'19 Q4'18 Q1'18

Backlog(in billions)

$2.2 $2.1

$0.6

Q1'19 Q4'18 Q1'18

Revenue(in billions)

TRANSFORMATIVE COMBINATION HAS PROVIDED

A QUANTUM INCREASE IN ORDERS, REVENUE AND BACKLOG

5

Q1 2019 PROFILE: BACKLOG, SEGMENT, PRODUCT OFFERING

STRONG VISIBILITY WITH ~80% OF EXPECTED 2019 REVENUES IN BACKLOG AS OF END OF Q1 2019

BACKLOG

By Product Offering

LNG$4.6 30%

Power$0.9 6%

Off/Sub$5.0 33%

Downstream $4.8 31%

BACKLOG

By Segment

NCSA$8.6 56%

EARC$2.0 12%

MENA$2.8 19%

APAC$1.4 9%

TECH$0.6 4%

BACKLOG

Roll-Off by Year$6.2

$5.1

$2.2 $1.9

Remainder 2020 2021 Thereafterof 2019

$ in millions

Orders

Backlog

Revenues $611 $414 $860 $326 $2,211

$4,620 $4,779 $865 $15,377 $5,113

$2,365 $3,851 $428 $26 $6,670

Offshore & Subsea LNG Downstream Power Total

PRODUCT OFFERING PROFILE:

6

▪ New awards of $6.7 billion and book-to-bill ratio of 3.0x

▪ 41% sequential-quarter increase in backlog to $15.4 billion

▪ No material increase in cost estimates on Cameron LNG and Freeport LNG and more recently:

▪ Announced first cargo of liquefied natural gas shipped from Cameron LNG on May 31, 2019

▪ Cameron commercial discussions continue to progress

▪ Focus on operational excellence drives solid portfolio execution

▪ Continued strong market position, with $91.1 billion revenue opportunity pipeline

▪ $475 million of annualized cost synergies fully actioned

▪ Pending sales of U.S. pipe fabrication and storage tank businesses proceeding on schedule

RECENT PERFORMANCE: Q1 2019

7

TECHNOLOGY-LED EPC/EPCI COMPANY WITH DIFFERENTIATED VERTICAL INTEGRATION CAPABILITIES

UPSTREAM DOWNSTREAM

SUBSEA OFFSHORE LNG REFINING PETROCHEMICALS POWER

WE PROUDLY CREATE AND DELIVER COMPLETE, INNOVATIVE SOLUTIONS AS THE TRUSTED GLOBAL PARTNER, ENABLING OUR CUSTOMERS TO MAXIMIZE THE POTENTIAL OF NATURAL RESOURCES

8

FULLY VERTICALLY INTEGRATED CAPABILITIES

CONCEPT / PRE-FEED

(IO) FEED

TECHNOLOGY LICENSING (LUMMUS)

PROJECT MANAGEMENT

START-UP &

DEBOTTLENECK

UPGRADE &

REVAMP

TECHNICAL CONSULTING & ENGINEERING

DIGITAL TWIN

APPRAISE /

SELECTEXECUTE GREENFIELD/BROWNFIELD DECOMDEFINE

FID

ENGINEERING, HIGH VALUE CENTERS, PROCUREMENT,

MODULARIZATION, CONSTRUCTION, INSTALLATION

FU

LLY

VE

RT

ICA

LLY

IN

TE

GR

AT

ED

DECONSTRUCT

& DISPOSE

CAPABILITIES

15 TO 40 YEAR ASSET LIFETIME PULL-THROUGH OPPORTUNITIES

SERVING THE CUSTOMER THROUGHOUT THE LIFE OF THE ASSET

9

▪ Continued enthusiastic customer support of CB&I combination with $4.5 billion of new awards in

2H 2018 and $6.7 billion of new awards in Q1 2019 (book-to-bill of 3.0x)

▪ Solidifying position as a market leader in LNG with the booking of Golden Pass in February 2019

and expected booking of Anadarko LNG project by mid-year

▪ $475 million Combination Profitability Initiative (CPI) fully actioned as of March 31, 2019

▪ Proven revenue synergies with meaningful awards booked

▪ Relationship with Saudi Aramco continues to build on combined leadership position in the

Middle East – two Saudi Aramco awards announced in Q1 2019

▪ Substantial completion of the global integration of people, systems and processes

STRATEGIC RATIONALE OF THE MDR-CBICOMBINATION CONTINUES TO BE VALIDATED

10

CONTINUING TO SEE RECOVERY IN THE OFFSHORE & SUBSEA, LNG AND DOWNSTREAM MARKETS WITH HIGHEST MCDERMOTT REVENUE OPPORTUNITY PIPELINE IN COMPANY HISTORY

$3.4 $10.2$11.5

$10.9 $15.4

$7.5

$19.0 $20.7 $20.3 $17.7$14.1

$49.3 $48.1

$61.9 $58.0

Backlog Bids & COs Targets

$25.0

$78.5$80.3

$93.1$91.1

Q1 2019Q4 2018

Q3 2018Q2 2018

Q1 2018

36

18

4

34

Off/Sub LNG Power Down

1

1Our backlog is equal to our Remaining Performance Obligations (RPOs) as determined in accordance with U.S. GAAP2There 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 next five quarters.3Figures may not foot to total due to rounding

2

Q1 2019 $91.1Bn REVENUE OPPORTUNITY PIPELINESTRENGTH IN END-MARKETS ($ in billions)

Recent Examples of Momentum on Key Projects:

NCSA LNG Golden Pass LNG Awarded Q1’19

MENA Offshore/Subsea Saudi Aramco Marjan TP-10 Awarded Q1’19

NCSA Offshore/Subsea BP Cassia-C Awarded Q1’19

TECH Various Various Awarded Q1’19

Key product offering end-markets are recovering

2

3

11

LEGACY FOCUS PROJECTS OVERVIEW1

$ in millions

FREEPORT4 CAMERON

Cumulative POC2 93% 90%

Gross Profit Trains 1&2 – Loss / Train 3 - Profitable Loss

Accrued Loss Provision ($19) ($128)

Operational Update

• Construction Completion: Train 1 ~98.8%; Train 2 ~90.9%; Train 3

~88%; and Common ~98.4%

• Completed all construction activities for pre-treatment facility

(“PTF”) and introduced fuel gas into the PTF

• Began inventorying amine and heat medium systems

• Train 1 Propane Compressor motor solo-run completed

• Construction Completion: Phase 1 ~99.9%; Train 2 ~73.9%; and

Train 3 ~59.2%

• ~81% of Phase I Start Up Certificates Complete

• Achieved Phase 1 Mechanical Completion

• Introduced Fuel Gas into Train 1

• Submitted Phase 1 Ready for Start Up Certificate to Client

• ~68.3MM man hours without an LTI

• Ready to start up achieved on Cameron Phase 1 in early Apr’19

Other JV Members Chiyoda and Zachry Chiyoda

Revenues in Q1 20193 $172 $139

Backlog Roll-off Q2 2019 Onwards3 $252 $307

Cash Flow Use in Q1 2019 ($119) ($144)

Projected Cash Flow Use in FY 2019 ($33) ($455)

Projected Cash Flow in FY 2020 Immaterial Immaterial

Net Material Change in Estimate at

Completion in Q1 2019$0 $0

Initial Production of LNG

Train 1: Q3 2019

Train 2: Q4 2019

Train 3: Q1 2020

Phase 1: Q2 2019

Train 2: Q1 2020

Train 3: Q2 2020

1) Information on slide as of March 31, 2019. Values on slide only represent McDermott’s share of each project.

2) Represents the cumulative percentage of completion (“POC”), which includes progress achieved prior to the Combination. POC calculated in accordance with GAAP, which requires the project progress to be reset to 0% as of the date of the Combination for accounting purposes, was 75% and 65% for the Freeport and Cameron projects, respectively, as of March 31, 2019.

3) Due to each of these projects being in a loss position, with the exception of the Freeport Train 3 project, the reported gross margin for each project will be $0. As such, revenues recognized are expected to be equal to costs recognized in all future periods.

4) Includes the Freeport Trains 1 & 2 and Freeport Train 3 projects, which are being performed by two separate consortiums. As of March 31, 2019, the Freeport Train 3 project was profitable and was not in a loss position.

12

LNG PROJECT COMPARISON

GOLDEN PASS CAMERON

Other JV Members Chiyoda and Zachry Chiyoda

FEED Status Executed Did not execute

Size, mtpa ~16, three trains ~14, three trains

Previous work on site, previous knowledge of site

Yes, MDR predecessor did original import terminal

project in 2010, gained familiarity with soil conditions

and site characteristics

No

Benchmarking against other Gulf Coast LNG Projects Yes No

Labor Availability

1. Contract realistically addresses the cost of current

Gulf Coast labor market and includes lessons

learned on Cameron

2. Some provision for cost sharing with client if craft

labor escalation rate exceeds expected estimates

1. Contract was bid in 2014 before current labor cost

and availability issues were recognized

2. No relief for labor escalation that exceeds contract

terms

Risk – Construction/ProductivityConstruction risk is borne by the JV Member performing

its particular scope. MDR share is well below 50%.MDR bears 50% of risk on construction

Risk – QuantityQuantity increases covered by a fixed contingency

amount; further amounts covered by ChiyodaMDR bears 50% of risk on quantity

Schedule Approximately 5 years for Train 1 Original bid was approximately 3.5 years;

Current estimate just under 5 years for Train 1

13

Q1 2019 CAPITAL STRUCTURE, REVOLVER AND LC AVAILABILITY

▪ $178 million of revolving credit facility usage attributable to borrowings and $108 million used for the issuance of letters of credit (“LCs”)

▪ No significant debt maturities in the near term

▪ Increase in gross debt from $3.6 billion at December 31, 2018, due to borrowings under the revolving credit facility

1) Net Debt is defined as Gross Debt net of Cash, Cash Equivalents and Restricted Cash.

$178M

$108M

$714M

Revolver

Availability

LC Usage

Borrowings

$1,576M

$1,095M

$532M$297M

$44M

$572M

$308M

$13M

LC Facilities UncommittedBilaterals

Surety CashSecured

Availability Usage

UNRESTRICTED

CASH

$1B$1.7B$1.6B

LC AND SURETY AVAILABILITY

$0.8B

$0.3B

REVOLVER

AVAILABILITY

$413M

Unrestricted Cash

Availability Usage

Mar 31, 2019

($ in millions)

Cash, Cash Equivalents and Restricted Cash $739

Senior Secured Term Loan $2,237

10.625% Six-Year Senior Unsecured Notes 1,300

North Ocean 105 Loan 16

Revolving Credit Facility 178

Gross Debt $3,731

Debt Issuance Costs (130)

Total Debt $3,601

Net Debt1 $2,992

Redeemable Preferred Stock and Warrants

Proceeds $290

Issuance Costs ($18)

Warrants ($43)

Accretion and paid-in kind dividends 14

Redeemable Preferred Stock $243

Capitalization

14

▪ Focus remains on technology pull through with differentiated vertical integration capabilities

▪ The sale process for each of the pipe fabrication and tank businesses is going well and as planned

▪ The sale process has generated a high level of interest for both

▪ Provides fabricated piping systems and piping fabrication, with

capabilities in induction bending. Develops and uses proprietary

welding techniques, computer applications for material control,

production scheduling and fabrication management

▪ APP – Maintains and distributes extensive inventory of commodity

fittings and specialty piping components in stainless, alloy and carbon

steel for sale to third parties and for internal fabrication use

▪ Only integrated manufacturer and master distributor in the United

States

▪ Serves as a one-stop-shop for distribution companies

▪ Approved manufacturer for major end users

▪ One of the world’s leading designers and builders of industrial storage

facilities for oil & gas, LNG, downstream, petrochemical and water storage

and treatment end-markets

▪ Solutions include atmospheric storage, low temperature & cryogenic

storage, specialty steel plate structures, high pressure storage and water

storage

▪ Has built over 59,000 storage structures in more than 100 countries

▪ Facilities located in Houston, TX; Clive, IA; Everett, WA; Al Aujam, Saudi

Arabia; Kwinana, Australia; and Chon Buri, Thailand

U.S. PIPE FABRICATION BUSINESS TANK BUSINESS

SALE OF U.S. PIPE FABRICATION AND TANK BUSINESSES

15

FULL YEAR 2019 GUIDANCE$ in millions, except per share amounts, or as indicated

~ = approximately

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

2) The calculations of EBITDA, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income, Adjusted

Diluted Net Income Per Share (“EPS”), Adjusted EBITDA and Free Cash Flow, which are Non-GAAP measures, are

shown in the appendix entitled “Additional Disclosures – 2019 Guidance Reconciliations.”

3) Corporate and Other Operating Income (Expense) represents the operating income (expense) from corporate and non-

operating activities, including certain centrally managed initiatives, such as restructuring and integration costs and costs

to achieve CPI, impairments, annual mark-to-market pension adjustments, costs not attributable to a particular reporting

segment, and unallocated direct operating expenses associated with the underutilization of vessels, fabrication facilities

and engineering resources.

4) Restructuring and integration costs include costs to achieve CPI. No tax benefit is expected for this charge.

5) Transaction costs associated with the ongoing process to sell the company’s non-core storage tank and U.S. pipe

fabrication businesses. No tax benefit is expected for this charge.

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

▪ Guidance is as of April 29, 2019, and is not being updated or reaffirmed at this

time

▪ Full Year 2019 Guidance is based on current portfolio of businesses

▪ Anticipate operating performance in 2H19 to be stronger than 1H19, reflecting

the cumulative benefit of higher revenues, execution of recently booked

backlog, higher utilization and cost synergies under CPI

~$3,700

Earnings Metrics ( in millio ns, except per share amo unts o r as indicated)

Full Year 2019

Guidance

Revenues ~$10.0B

Operating Income ~$660

Operating Margin ~6.6%

Net Interest Expense1 ~$380

Income Tax Expense ~$65

Accretion of Redeemable Preferred Stock ~$15

Dividends on Redeemable Preferred Stock ~$36

Net Income ~$170

Diluted Net Income, Per Share ~$0.90

Diluted Share Count ~188

EBITDA2 ~$945

Corporate and Other Operating Income (Expense)3 ~$(520)

Adjustment

Restructuring and Integration Costs4 ~$120

Transaction Costs5 ~$20

Adjusted Earnings Metrics

Adjusted Operating Income2 ~$800

Adjusted Operating Margin2 ~8%

Adjusted Net Income2 ~$310

Adjusted Diluted EPS2 ~$1.65

Adjusted EBITDA2 ~$1.1B

Cash Flow & Other Metrics

Cash from Operating Activites ~$(310)

Capex ~$(160)

Free Cash Flow2 ~$(470)

Cash Interest / DIC Amortization Interest ~$345 / ~$40

Cash Taxes ~$65

Cash, Restricted Cash and Cash Equivalents ~$545

Gross Debt6 ~$3,700

Net Working Capital ~$(1.3)B

SUPPLEMENTAL FINANCIALS

17

Q1 2019 FINANCIAL HIGHLIGHTS

▪ Strong orders of $6.7 billion resulting in 41% sequential-quarter increase in backlog to $15.4 billion

▪ Revenue of $2.2 billion for Q1 2019 driven by LNG and Downstream projects in NCSA and Offshore and Subsea projects in MENA

▪ Cash used for operating activities in the first quarter of 2019 primarily reflected the company’s net loss and the usage of cash on the Cameron and Freeport LNG projects

1) The reconciliations of EBITDA, each adjusted measure and free cash flow, all of which are non-GAAP measures, to the most comparable GAAP measures are

provided in the pages entitled “Additional Disclosures – Reconciliations” and “Additional Disclosures – EBITDA and Free Cash Flow Reconciliations.”

2) Includes cash, cash equivalents and restricted cash.

3) Working capital = (current assets, less cash and cash equivalents, restricted cash and project-related intangibles) – (current liabilities, less current maturities of long-

term debt and project-related intangible liabilities). Effective January 1, 2019, we recorded operating lease right-of-use assets and operating lease obligations as

required by a new accounting standard. The current portion of long-term operating lease obligations of $89 million is included in our working capital as of March 31,

2019.

Orders

Backlog

Revenues

Financial Metrics (Adjusted as Indicated)1

Gross Profit (Loss) and Margin % $183 8.3% ($124) -6.0% $132 21.7%

Operating Income (Loss) and Margin % $13 0.6% ($2,499) -120.5% $65 10.7%

Net Income (Loss) Attributable to Common Stockholders

Diluted Earnings (Loss) per Share

EBITDA1

Adjusted Operating Income (Loss) and Margin %1 $86 3.9% ($241) -11.6% $79 13.0%

Adjusted Net Income (Loss) Attributable to Common Stockholders1

Adjusted Diluted Earnings (Loss) per Share1

Adjusted EBITDA1

Capex

Cash Flow from Operations

Free Cash Flow 1

Ending Cash Balance2

Working Capital3

Intangible Amortization

$6,670

15,377

2,211

($ in millions, except for per share data) Q1'19 Q4'18 Q1'18

($244)

$35

$0.37

$90

$1,433

10,910

2,073

$321

3,387

608

$3

$0.02

$164

($70)

($0.39)

$91

($15.33)

($2,467)

($2,775)

$0

$49

($1.55) $0.52

($162) $104

$24 $18

($309) $20

($285) $38

$845 $419

$384 ($2,062)

$739

($1,972)

($280)

$67

$18

($262)

$35

18

Q1 2019 SEGMENT REPORTING AND PRODUCT OFFERING

▪ Strong orders driven by the Golden Pass and Cassia-C awards in NCSA, Tortue in EARC and several offshore projects in MENA

▪ Key contributors to the operating results in Q1 2019 were various Downstream projects in NCSA, Offshore and Subsea projects in MENA and TECH

▪ Order intake across all segments in Q1 2019 drove strong backlog across portfolio of product offerings

1) The reconciliations of Adjusted Operating Income and Adjusted Operating Margin, which are non-GAAP measures, to the most

comparable GAAP measures are provided in the page entitled “Additional Disclosures – Segment Reconciliations.”

OPERATING SEGMENTS

PRODUCT OFFERING

$ in millions

Orders

Backlog

Revenues

Operating Income (Loss) and Margin % $73 5.3% $7 4.7% $66 17.4% $13 8.4% $35 23.6% $13 0.6%

Adjusted Operating Income (Loss) and Margin 73 5.3% 7 4.7% 66 17.4% 13 8.4% 35 23.6% 86 3.9%

Restructuring, integration & transaction costs

Intangible Amortization

Capex

(108)

MENAEARC APAC TECH CORP

35

73 73

Total

$6,670

15,377

-

-

NCSA

$4,307

8,581

1,380

$684

1,915

148

- -

11 3

-

($181)

- - -

4 - 17 -

2 - 4 5 -

$1,425

2,879

380

$137

1,401

155

7 $18

2,211

$117

601

148

$ in millions

Orders

Backlog

Revenues $611 $414 $860 $326 $2,211

$4,620 $4,779 $865 $15,377 $5,113

$2,365 $3,851 $428 $26 $6,670

Offshore & Subsea LNG Downstream Power Total

19

Fu

LUMMUS TECHNOLOGY

▪ 120+ Licensed Technologies; 3,000+ Patents, Patent Applications and Trademarks

▪ 40% of the world’s ethylene produced under licenses from Lummus

▪ Refining technologies focused on cleaner fuels (i.e., IMO 2020 bunker fuel standards)

▪ Generates steady and attractive returns selling licenses/catalysts and heat transfer equipment

Leading technology licensor of proprietary gas processing, refining, petrochemical and coal gasification technologies, as

well as a supplier of proprietary catalysts, equipment and related engineering services

TRACK RECORD:

~$8 billion of petrochemical & refining pull-through

success in past five years resulting from licensing

sales, including:

• Shintech – Ethane Cracker Project

• LACC – Ethane Cracker

• LACC – Monoethylene Glycol Facility

• Total Petrochemicals & Refining – Ethane Cracker Project

• Oman Oil Refineries & Petrochemical Institute – Steam

Cracker

• Occidental Chemical – Ethane Cracker Project

FUTURE OPPORTUNITY:

~$39 billion of identified potential pull-through

EPC opportunities related to the complete

Lummus Technology portfolio, including the

segment’s CLG joint venture

Future opportunities include targets in the revenue opportunity pipeline and additional prospects.

FINANCIAL APPENDIX

21

ADDITIONAL DISCLOSURES – RECONCILIATIONS

Note: Amounts have been rounded to the nearest million, except per share amounts.

Individual line items may not sum to the total as a result of rounding.

1) Goodwill impairment charge due in part to a change in our cost of capital and risk

premium assumptions included in the discount rates utilized to derive the present

value of our cash flows

2) Marine asset impairment on two vessels related to lower levels of planned future

utilization

3) Transaction costs in Q1 2019 were associated with the ongoing process to sell our

non-core storage tank and U.S. pipe fabrication businesses. Transaction costs in Q4

2018 were associated with the Combination and the private placement of

redeemable preferred stock and warrants. Transaction costs in Q1 2018 were

associated with the Combination.

4) Restructuring and integration costs, including costs to achieve our Combination

Profitability Initiative (CPI)

5) Annual non-cash mark-to-market pension plan adjustments

6) Impact of a full valuation allowance against all net deferred tax assets as a result of

the goodwill impairment, creating a three-year cumulative loss

7) Income tax effect of non-GAAP adjustments based on respective tax jurisdictions

where adjustments were incurred. No income tax effect has been taken on Non-

GAAP charges. These charges were incurred in the United States, where we do not

expect to receive income tax benefits.

8) Includes non-GAAP adjustments described above, except footnotes 5 through 7, as

these items are not included in operating income

Reconciliation of Non-GAAP to GAAP financial measures

($ in millions, except share and per share amounts) Mar 31, 2019 Dec 31, 2018 Mar 31, 2018

Net Income (Loss) Attributable to Common Stockholders $(70) $(2,775) $35

Less: Adjustments

Goodwill impairment1 - 2,168 -

Marine asset impairment2 - 58 -

Transaction costs3 4 3 3

Restructuring and integration costs4 69 29 11

Mark-to-market pension costs5 - 47 -

Tax adjustment for three-year cumulative loss6 - 190 -

Total Non-GAAP Adjustments 73 2,495 14

Tax Effect of Non-GAAP Charges7 - - -

Total Non-GAAP Adjustments (After Tax) 73 2,495 14

Non-GAAP Adjusted Net Income (Loss) $3 ($280) $49

Operating Income $13 $(2,499) $65

Non-GAAP Adjustments8 73 2,258 14

Non-GAAP Adjusted Operating Income (Loss) $86 $ (241) $ 79

Non-GAAP Adjusted Operating Margin 3.9% -11.6% 13.0%

Diluted EPS $(0.39) $(15.33) $0.37

Non-GAAP Adjustments8 0.41 13.78 0.15

Non-GAAP Adjusted Diluted Earnings (Loss) per Share $0.02 ($1.55) $0.52

Shares used in computation of earnings (loss) per share:

Basic 181 181 95

Diluted 181 181 95

Revenues $2,211 $2,073 $608

Three Months Ended

22

ADDITIONAL DISCLOSURES – SEGMENT RECONCILIATIONS

Note: Amounts have been rounded to the nearest million. Individual line items may not sum to the total as a result of rounding.

1) Non-GAAP adjustments are comprised of restructuring and integration costs of $69 million, including costs to achieve CPI, change of control, severance and litigation

costs, and transaction costs of $4 million associated with the ongoing process to sell our non-core storage tank and U.S. pipe fabrication businesses.

Reconciliation of Non-GAAP to GAAP financial measures

-

-

$2,211

13

0.6%

Non-GAAP Operating Income (Loss)

Total Non-GAAP Adjustments

23.6%

73 7

$73

$73

$380 $155

- - - -

Revenues

- 3.9%

5.3% 4.7% 17.4% 8.4%

Non-GAAP Adjusted Operating Margin

NCSA EARC MENA APAC TECH CORP Total

73

$148

73

Three months Ended Mar 31, 2019

66 13 35 (181)

-$1,380

$ in millions

- - - - -

GAAP Operating Income (Loss)

GAAP Operating Margin

Adjustments

Restructuring, integration & transaction costs 1

$148

$73

5.3% 4.7% 17.4% 8.4%

$86 $7 $66 $13 $35 ($108)

23.6%

23

ADDITIONAL DISCLOSURES – EBITDA & FREE CASH FLOW RECONCILIATIONS

1) We define EBITDA as net income plus depreciation and

amortization, interest expense, net, accretion of and dividends on

redeemable preferred stock and provision for income taxes. We

define adjusted EBITDA as EBITDA adjusted to exclude significant,

non-recurring transactions, both gains and charges, to our

operating income. 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.

2) We define free cash flow as cash flows from operations less capital

expenditures. We define adjusted free cash flow as free cash flow

adjusted to exclude significant, non-recurring cash transactions,

both gains and charges, to our cash flows from operations.

Adjusted free cash flow provides a consistent measure of free cash

flow relating to our underlying business. We believe investors

consider free cash flow and adjusted free cash flow as important

measures, because they generally represent funds available to

pursue opportunities that may enhance stockholder value, such as

making acquisitions or other investments. Our management uses

free cash flow and adjusted free cash flow for that reason.

3) EBITDA, adjusted EBITDA, free cash flow and adjusted free cash

flow 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, adjusted

EBITDA, free cash flow and adjusted free cash flow may not be

comparable to similarly titled measures in other companies’

reports. You should not consider EBITDA, adjusted EBITDA, free

cash flow and adjusted free cash flow in isolation from, or as a

substitute for, net income or cash flow measures prepared in

accordance with U.S. GAAP.

Reconciliation of Non-GAAP to GAAP financial measures$ in millions Mar 31, 2019 Dec 31, 2018 Mar 31, 2018

Net income (loss) attributable to common

stockholders$(70) $(2,775) $35

Add:

Depreciation & amortization 76 92 23

Interest expense, net 92 89 11

Provision for (benefit from) income taxes (21) 123 21

Accretion and dividends on redeemable preferred stock 14 4 -

EBITDA1, 3 $91 $(2,467) $90

EBITDA $91 $(2,467) $90

Adjustments:

Goodwill impairment - 2,168 -

Marine assets impairment - 58 -

Transaction costs 4 3 3

Restructuring and integration costs 69 29 11

Actuarial Mark-to-market on pension plan - 47 -

Adjusted EBITDA1, 3 $164 $(162) $104

Cash flows from operating activities (244) $(285) 38

Capital expenditures 18 24 18

Free cash flow2, 3 $(262) $(309) $20

Cash restructuring, integration and transaction costs 73 32 14

Adjusted Free cash flow2, 3 $(189) $(277) $34

Three months Ended

24

ADDITIONAL DISCLOSURES – 2019 GUIDANCE RECONCILIATIONS

Reconciliation of Forecast Non-GAAP to US GAAP financial measures (in millions, except per share amounts or as indicated)

Full Year 2019

Guidance

Revenues ~$10.0B

Operating Income ~$660

Operating Margin ~6.6%

Restructuring, integration & transaction costs ~$140

Total Adjustments ~$140

Adjusted Operating Income ~$800

Adjusted Operating Margin2 ~8%

Net Income ~$170

Total Adjustments ~$140

Tax Impact of Adjustments ~$ -

Adjusted Net Income ~$310

Diluted Share Count ~188

Adjusted Diluted EPS ~$1.65

Cash Flows from Operating Activities ~$(310)

Capital Expenditures ~$(160)

Free Cash Flow ~$(470)

Net Income Attributable to Common Stockholders ~$170

Add:

Depreciation and amortization ~$280

Interest expense, net ~$380

Provision for taxes ~$65

Accretion of Redeemable Preferred Stock ~$15

Dividends on Redeemable Preferred Stock ~$36

EBITDA ~$945

Restructuring, integration & transaction costs ~$140

Adjusted EBITDA ~$1.1B