October 30, 2018
Q3 2018 SUPPLEMENTAL INFORMATION
Q3 2018 SUPPLEMENTAL INFORMATION October 30, 2018 FORWARD-LOOKING - - PowerPoint PPT Presentation
Q3 2018 SUPPLEMENTAL INFORMATION October 30, 2018 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
October 30, 2018
Q3 2018 SUPPLEMENTAL INFORMATION
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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, statements about 2018 focus areas, second half 2018 guidance, project milestones and percentage of completion and expected timetables, increased opportunities in the market, backlog, 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, anticipated future intangibles amortization, targeted savings from cost synergies and the other expected impacts of CPI, including anticipated implementation costs, our expectations regarding working capital balances, expected covenant compliance, our expectations about the timelines and anticipated use of proceeds from the sales of the tank storage and pipe fabrication businesses, our anticipated amounts of project-related and other intangibles amortization, our assessments and beliefs with respect to the three legacy Focus Projects of CB&I,
plans and expectations with respect to the Ras Al Khair fabrication yard. 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: the possibility that the expected CPI savings from the recently completed combination will not be realized, or will not be realized within the expected time period; 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 each of McDermott's annual and quarterly filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2017 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.
FORWARD-LOOKING STATEMENTS NON-GAAP DISCLOSURES
This 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 the company believes that 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 of this presentation.
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Deliver excellence in execution through implementation of the One McDermott Way Drive savings throughout the
in class cost culture
EXECUTE DRIVE
2018 FOCUS AREAS
Complete integration successfully to establish top tier, vertically integrated EPC company, competitively differentiated in technology, customer relationships, culture and geographic footprint Develop strategy to position the company for future growth by capitalizing on a robust revenue opportunity pipeline and growing end markets Exercise disciplined bidding through thorough evaluation and assessment of project risk profiles
INTEGRATE POSITION DISCIPLINE
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Q3 2018 FINANCIAL HIGHLIGHTS
intangible assets of $68 million
Orders $3,052 $842 $89 Backlog 11,512 10,186 2,428 Revenues 2,289 1,735 959 Financial Metrics (Adjusted as Indicated)1 Gross Profit and Margin % $273 11.9% $237 13.7% $185 19.3% Operating Income and Margin % $129 5.6% $49 2.8% $125 13.0% Net Income Attributable to McDermott $2 $47 $95 Diluted EPS $0.01 $0.33 $1.00 EBITDA $239 $92 $155 Adjusted Operating Income and Margin % $232 10.2% $172 9.9% $125 13.0% Adjusted Net Income Attributable to McDermott $89 $59 $95 Adjusted Diluted EPS2 $0.20 $0.29 $1.00 Adjusted EBITDA $275 $208 $155 Capex $19 $24 $16 Cash from Operations ($221) $398 $45 Free Cash Flow ($240) $374 $29 Ending Cash Balance3 $905 $1,138 $435 Working Capital ($1,915) ($1,444) $260 Intangible Amortization $68 $22 $0 $ in millions except for per share data Q3'18 Q2'18 Q3'17
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Q3 2018 SEGMENT REPORTING AND PRODUCT OFFERING
$ in millions 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 NCSA EARC MENA APAC TECH CORP Total Orders $2,297 $329 $7 $134 $285 $ - $3,052 Backlog 6,519 1,502 2,164 713 614
Revenues 1,516 77 473 75 148
Operating Income and Margin % $97 6.4% $(13) (16.9%) $89 18.8% $9 12.0% $20 13.5% $(73) 0.0% $129 5.6% Adjusted Operating Income and Margin %1 $109 7.2% $(8) (10.1%) $96 20.3% $9 12.4% $63 42.8% $(37) 0.0% $232 10.2% Capex 2
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19 $ in millions Offshore & Subsea LNG Downstream Power Total Orders $336 $8 $2,093 $614 $3,052 Backlog 2,886 1,578 5,417 1,631 11,512 Revenues 548 553 860 328 2,289
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PURCHASE ACCOUNTING AND INTANGIBLE AMORTIZATION
fair value adjustment will be amortized over a range of 2 to 30 years based on the life of the assets to which the basis difference is attributable to
amortized over the remaining life of the project
million for the remainder of 2018 and for the years 2019, 2020, 2021 and 2022, respectively
PURCHASE PRICE ALLOCATION1 INTANGIBLE ASSETS
$ in millions
Purchase Price Allocation Total equity consideration 1,693 Cash consideration transferred 2,872 Total Combination Consideration Transferred 4,565 Net tangible assets acquired (including cash) (1,326) Intangible assets acquired 1,183 Goodwill 4,708 Total purchase price 4,565 Intangible Asset Acquired Fair Value Useful Life Range, in Years Project related intangible assets 239 Project related intangible liabilities (97) Project related intangibles, net 142 2 - 6 Process technologies 498 10 - 30 Trade names 401 10 - 20 Customer relationships 115 4 - 11 Trade marks 27 10 Total 1,183
1) All purchase accounting amounts are as of the date of the Combination, 5/10/18. The purchase price allocation is based on preliminary information and is subject to change when additional information is obtained. We have not finalized our assessment of the fair values of the net tangible and intangible assets acquired. The final purchase price allocation will result in adjustments to various assets and liabilities, including the residual amount allocated to goodwill during the acquisition measurement period.
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GLOBALLY INTEGRATED
globally to align cultures
Global ERP System Design Phase
Significant progress made under all five pillars of our integration plan
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LUMMUS TECHNOLOGY
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
refining pull-through success in past five years resulting from licensing sales
potential identified in 2018/2019 pipeline
1) The HDPE award did not directly result from the sale of a Technology license. Rather, it resulted in part from customer relationships on other projects whose history included technology license sales.
Project Name Shintech – Ethane Cracker Project Afipsky Oil Refinery Expansion – Hydrocracker Project Phillips 66 – Gas Desulfurization Project Naftna Industrija Srbije – Delayed Coking Unit JSC Lukoil – Delayed Coking Unit 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 KNPC – Clean Fuels Project Bayport Polymers – High-Density Polyethylene (HDPE) Plant1
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certain implementation costs of our ERP system on the balance sheet; these implementation costs will then be amortized over the useful life of the ERP software license
COMBINATION PROFITABILITY INITIATIVE (“CPI”)
CATEGORY SOURCE TOTAL ACTIONED/TARGETED CPI SAVINGS/COSTS
COSTS OF OPERATIONS SUPPLY CHAIN
174
OPERATIONS & PROJECT
166
SG&A BACK OFFICE SUPPORT
95
SYSTEMS & APPLICATIONS
40 TOTAL TARGETED CPI SAVINGS 475 ESTIMATED TOTAL COSTS TO ACHIEVE 190
$99 $138 $73 $9 $319 $106 $75 $28 $22 $31 $156 $84
Savings actioned / costs incurred to date Remaining run-rate savings / costs to achieve
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partially offset by proceeds from asset dispositions of approximately $53 million
and equity-method investments), partially offset by repayments of debt and capital lease obligations of ($16) million
$1,138 million
cash, cash equivalents & restricted cash as of June 30, 20181
$905 million
cash, cash equivalents & restricted cash as of Sept. 30, 20182
Q3 2018 SUMMARY CASH FLOW
$ in millions
CASH FLOWS FOR CAPEX
(19)
CASH FLOWS USED FOR OTHER INVESTING ACTIVITIES & FX
(85)
CASH FLOWS FROM FINANCING ACTIVITIES
92
NET CHANGE IN CASH
(233)
1) Includes restricted cash of $324 million as of Jun. 30, 2018 2) Includes restricted cash of $325 million as of Sep. 30, 2018
CASH FLOWS USED FOR OPERATING ACTIVITIES
(221)
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Projects, partially offset by collections on trade receivables
Q3 2018 EBITDA TO FREE CASH FLOW
$ in millions
Decrease Increase
1) The reconciliations of EBITDA 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 – Quarterly Reconciliations” and “Additional Disclosures – EBITDA Reconciliations.”
Q3'18 EBITDA Cash Paid for Interest Cash Paid for Taxes Changes in Current Assets & Liabilities Changes in Long-term Assets & Liabilities Q3'18 Cash Flows from Operations Capex Q3'18 Free Cash Flow Transaction Costs and Costs to Achieve CPI Q3'18 Adjusted Free Cash Flow
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liabilities
Downstream projects in NCSA and subsequent changes in estimates on the legacy Focus Projects
NET WORKING CAPITAL TREND COMPARISON
$ in millions
$ (1,444) $ (1,915)
(5,000) (4,000) (3,000) (2,000) (1,000) 1,000 2,000 3,000
Q2 2018 Q3 2018
Accounts receivable Contract assets Other assets Accounts payable Contract liabilities Other liabilities Net Working Capital
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LEGACY FOCUS PROJECTS HIGHLIGHTS
definitive and complete understanding of the schedule and cost position on the three “focus” legacy CB&I projects and have taken steps to de-risk them: Changes in project and oversight personnel, reporting structures, execution plans, forecast cost base methodology, and improved communication with customers and consortium members
The analysis included a comprehensive review of the work to go, including work for which we may not be compensated -- such as rework -- and a reduction in productivity estimates. The reassessed schedule and estimates reflect regional limitations on labor availability and quality, the elimination of an incentive
and a reduction in forecasted labor productivity resulting from regional limitations on labor availability and
Harvey schedule.
productivity, which resulted in the Company reducing the productivity factor on future work by 20%. The newly-assumed productivity factor also considered lessons learned on the closeout experience on the recently completed IPL project. First fire is anticipated during the fourth quarter of 2018.
$ in millions
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LEGACY FOCUS PROJECTS DETAIL
1) 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 36%, 37% and 53% for the Freeport, Cameron and Calpine projects, respectively, as of September 30, 2018. 2) Represents the net change in gross profit as a result of changes in estimates of the revenues and costs at completion as of the date of the Combination which were identified in Q3 2018. These changes in estimates were made by McDermott when reassessing the fair value of acquired contracts. These changes in estimate did not directly impact our Q3 2018 earnings due to the application of purchase accounting. 3) Includes the Freeport Trains 1 & 2 and Freeport Train 3 projects, which are performed by two separate consortiums. As of September 30, 2018, the Freeport Train 3 project was profitable and was not in a loss position. $ in millions
FREEPORT3 CAMERON CALPINE
Cumulative POC1 82% 83% 91% Gross Profit Loss Loss Loss Accrued Loss Position ($28) ($127) ($43) Operational Update
productivity due to lessons learned from Train 1 and nearing 81% complete with construction.
Harvey but still making progress and is 70% complete with construction.
substantially complete; fuel gas introduction and main compressor runs planned for Q4
lube oil flushing
– 62%; Train 3 – 49%
Construction at 88%
subsystems required for First Fire complete
Calpine team.
completion in Q1 2019
Other JV Members Chiyoda and Zachry Construction Chiyoda N/A Revenues in Q3 2018 $220 $191 $29 Backlog Roll-off in Q4 2018 $210 $173 $19 Backlog Roll-off 2019 Onwards $412 $385 $8 Cash Flow Use in Q3 2018 ($115) ($34) ($14) Projected Cash Flow Use in Q4 2018 ($174) ($81) ($29) Projected Cash Flow Use in 2019 ($64) ($320) ($41) Change in Estimate at Completion Identified in Q3 20182 ($194) ($482) ($68) Targeted Completion Train 1: Q3 2019 Train 2: Q1 2020 Train 3: Q2 2020 Phase 1: Q2 2019 Train 2: Q4 2019 Train 3: Q1 2020 Q1 2019
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cumulative POC, including progress achieved prior to the Combination, is provided for all projects being performed by CB&I as of the date of the Combination, in addition to the reset POC calculated in accordance with U.S. GAAP
REMAINING PORTFOLIO CONTINUES TO PERFORM WELL1
Status update on projects >$500 Million (excluding Focus Projects)
1) Projects as of September 30, 2018. 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: Substantial ($500 million – $750 million), Major ($750 million - $1 billion), and Mega (>$1 billion). PROJECT NAME1 SEGMENT PRODUCT OFFERING PROJECT SIZE2 BACKLOG GAAP POC CUMULATIVE POC STATUS Saudi Aramco LTA II MENA Offshore/ Subsea Mega $147 91% 91% Preparation for BRRI offshore campaign is underway. Hook up and commissioning ongoing. Saudi Aramco Safaniya Phase 5 MENA Offshore/ Subsea Substantial $221 86% 86% Pipeline pre-commissioning in progress and vessel arrived for hook-up of last deck. SFNY-228, SFNY-19 and SFNY-28 energized on 25th Sep 2018. This project builds on legacy of successfully executed projects under LTA II Contract. Shintech NCSA Downstream Mega $62 80% 97% Systems completion and completion of refractory building. Fuel gas was introduced to the site as well as firing boiler A & B. Remaining activities are gradually incorporating close-out tasks Entergy #1 - St. Charles NCSA Power Substantial $98 55% 91% The STG area continues to be a main focus of work. With Inner and Outer casing installations complete, the final coupling installations are the focus. LACC Ethylene Production Facility NCSA Downstream Mega $284 51% 87% Project is in commissioning phase. The mechanical completion (key milestone) is forecasted for October 31st. Entergy - Lake Charles NCSA Power Substantial $340 29% 53% The primary focus is completion of the electrical engineering scope and finalization of designed quantities. Working closely with the subcontractors to ensure that the progress targets are achieved. Total Ethane Cracker NCSA Downstream Mega $1,014 19% 32% Project recently completed a comprehensive model review aimed at gaining further confidence on remaining installation quantities. Project moving from engineering and procurement into construction. Saudit Aramco Safaniya Phase 6 MENA Offshore/ Subsea Major $716 16% 16% PO's have been issued for critical long lead procurement items. This project builds on legacy of successfully executed projects under LTA II Contract. Entergy Montgomery County NCSA Power Substantial $550 9% 9% Project recently awarded. This is the third project in the Entergy power portfolio. ADNOC Takreer MENA Downstream Substantial $489 8% 9% Teams fully mobilised with all critical equipment ordered and design review ongoing. Total Tyra EARC Offshore/ Subsea Substantial $692 8% 8% Package 1 - Comprehensive model review planned for Dec-18. Procurement cycle to benefit from scale; volume discounts are being solicited. Package 2 - Overall engineering deliverables continue to stay ahead of plan. Bayport Polymers Borstar Bay 3 NCSA Downstream Mega $1,215 0% 0% Project recently awarded. This is a second recent project with Total.
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ONSHORE CONSTRUCTION1
(Wkhr 000s)
UNALLOCATED DIRECT OPERATING EXPENSES
(in millions)
$49
$37
OFFSHORE FABRICATION
(Wkhr 000s)
ASSET UTILIZATION SUMMARY
Actual: 1,047 Standard: 1,631
64%
Actual: 3,740 Standard: 4,500
83%
Actual: 8,083 Standard: 6,130
132%
Actual: 382 Standard: 750
Q2’18
ONSHORE FABRICATION
(Wkhr 000s)
OFFSHORE/SUBSEA VESSELS
(Days)
51%
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CAPITALIZATION
Sept 30, 2018 ($ in millions) Cash, Cash Equivalents and Restricted Cash $905 Senior Secured Term Loan 2,249 10.625% Six-Year Senior Unsecured Notes 1,300 North Ocean 105 Loan 20 Vendor Equipment Financing (“VEF”) 5 Gross Debt $3,574 Debt Issuance Costs (142) Total Debt $3,432 Net Debt1 $2,669
Q3 2018 CAPITAL STRUCTURE, REVOLVER AND LC AVAILABILITY
1) Net Debt is defined as Gross Debt net of Cash, Cash Equivalents and Restricted Cash.
142M 858M Revolver Availability 1,376M 928M 419M 278M 14M 681M 409M 32M LC Facility Uncommitted Bilaterals Surety Cash Secured Availability Usage REVOLVER AVAILABILITY
$1Bn $1.6Bn $1.4Bn
LC AVAILABILITY
$0.8Bn $0.3Bn
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CREDIT AGREEMENT FINANCIAL COVENANT COMPLIANCE
Compliance calculations as of September 30, 2018
“Additional Disclosures – Covenant Calculations”
s less LC obligations of $33 million
Leverage Ratio Covenant FCC Ratio Covenant Liquidity Covenant
2.46x 4.25x 2.40x 1.50x $1,472M $200M
LEVERAGE RATIO COVERAGE RATIO MINIMUM LIQUIDITY
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COMPLETED STRATEGIC PORTFOLIO REVIEW
capabilities in induction bending. Develops and uses proprietary welding techniques, computer applications for material control, production scheduling and fabrication management
commodity fittings and specialty piping components in stainless, alloy and carbon steel for sale to third parties and for internal fabrication use
vessels for the oil & gas, power, water, wastewater, and metals and mining industry
refrigerated products, water storage tanks and pressure spheres
WA; Al Aujam, Saudi Arabia and Kwinana, Australia
U.S. PIPE FABRICATION BUSINESS TANK BUSINESS
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0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1 1.1 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 OGP IMCA Construction Industry Institute McDermott
TAKING THE LEAD WITH SAFETY
QHSES: DRIVING TOWARD INDUSTRY LEADING PERFORMANCE
International Association
International Marine Contractors Association McDermott International, Inc.
0.351 0.191 0.291
Total Recordable Incident Rate
0.221
Construction Industry Institute
1) Figures as of December 31, 2017
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Details of $11.5B Backlog as September 30, 2018
$2.3 $6.2 $3.1
2018 2019 Thereafter
Off/Sub $3.2 28% LNG $1.6 14% Downstream $5.0 43% Power $1.7 15% NCSA $6.5 57% EARC $1.5 13% MENA $2.2 19% APAC $0.7, 6% TECH $0.6, 5%
Q3 2018 BACKLOG & EXPECTED ROLL-OFF
$ in millions
BACKLOG
By Product Offering
BACKLOG
By Segment
BACKLOG
Roll-Off by Year
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Off/Sub $0.3 4% LNG $1.6 24% Downstream $3.1 47% Power $1.6 25%
Q3 2018 BACKLOG BY SEGMENT AND PRODUCT OFFERING
$ in millions
NCSA - $6.5B
EARC - $1.5B MENA - $2.2B APAC - $0.7B TECH - $0.6B
Off/Sub $0.7 45% Downstream $0.8 55% Off/Sub $1.3 61% Downstream $0.8 39% Off/Sub $0.6 88% Downstream $0.1 12% Downstream $0.6 100%
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REVENUE PIPELINE 5 QUARTER LOOK AHEAD
$ in billions, except $/Bbl
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 next five quarters.$2.4 $3.9 $3.4 $10.2 $11.5 $5.4 $4.4 $7.5 $19.0 $20.7 $12.6 $16.2 $14.1 $49.3 $48.1
3Q'17 4Q'17 1Q'18 2Q'18 3Q'18
Backlog Bids & COs Targets
$20.4 $24.5 $25.0 $78.5 $80.3
57 67 69 77 83
Oil Price $/bbl
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PRODUCT OFFERING RESOURCE REPORTING SEGMENT
$35.7 $7.9 $16.4 $6.6 $1.8 $31.8 $9.7 $17.8 $7.3 $2.2
NCSA EARC MENA APAC TECHQ2’18 Q3’18
CONTRACT TYPE2 CUSTOMER
BIDS & CHANGE ORDERS OUTSTANDING AND TARGET PROJECTS1
$68.8 billion as of September 30, 2018 compared to $68.3 billion as of June 30, 2018
$23.5 $42.3 $2.5 $23.7 $40.4 $4.6
Oil Gas Power/Other$18.4 $9.4 $40.5 $20.8 $8.1 $39.9
NOCs Super Majors Others$67.7 $0.6 $65.4 $3.4
Fixed Priced OtherGREENFIELD / BROWNFIELD
$47.6 $20.6 $46.8 $22.0
Greenfield Brownfield$27.1 $17.2 $2.5 $21.5 $25.1 $20.0 $1.1 $22.6
Off/Sub LNG Power Down$ in Billions
SECOND HALF 2018 GUIDANCE
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SECOND HALF 2018 GUIDANCE
$ in millions, except per share amounts, or as indicated
changes in estimates on the legacy focus projects
nges in estimates on the legacy focus projects
Earnings Metrics Second Half 2018 Guidance Revenues $4.8B - 5.1B Operating Income $200 - 230 Operating Margin 4.2 - 4.5% Net Interest Expense1 ~$170 Income Tax Expense ~$65 Net Income $(10) - (20) Diluted Net Income, Per Share $(0.06) - (0.11) Diluted Share Count ~180 EBITDA2 $375 - 415 Adjustments Transaction Costs3 ~$5 Costs to Achieve CPI4 ~$75 Intangibles Amortization5 ~$130 Adjusted Earnings Metrics Adjusted Operating Income2 $405 - 435 Adjusted Operating Margin2 8.0% - 8.5% Adjusted Net Income2 $150 - 160 Adjusted EPS2 $0.31 - 0.36 Adjusted EBITDA2 $450 - 490 Cash Flow & Other Metrics Cash from Operating Activities $(520) - (540) Capex ~$60 Free Cash Flow 2 $(580) - (600) Cash Interest / DIC Amortization Interest ~$150 / ~$20 Cash Taxes ~$95 Corporate and Other Operating Income 6 $(200) - (225) Cash, Restricted Cash and Cash Equivalents $450 - 500 Gross Debt7 ~$3.6B Net Working Capital ~$(1.5B) ~ = 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, Adjusted 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.” 3) Transaction costs primarily represent success fees incurred after the Combination. No tax impact is forecasted for these costs. 4) Costs to achieve CPI include restructuring and integration costs. The forecasted tax impact of these costs is approximately $5 million. 5) Intangibles amortization represents the amortization of project-related and other intangibles. The forecasted tax impact of the amortization is approximately $30 million. 6) Corporate and Other represents the operating income (loss) from corporate and non-operating activities, including corporate expenses, certain centrally managed initiatives, 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. 7) Ending Gross Debt excludes debt issuance costs and capital lease obligations.
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Question Response
1) What are the long-term prospects for the McDermott and CB&I combination?
McDermott is on track to be a market leader in key upstream and downstream markets. We have made enormous progress in integrating the two organizations and our focus is now on optimizing our combined strengths to create long-term value for our investors, customers and employees.
2) How confident is the management team in achieving the $350 million of cost synergies announced at the close of the Combination?
We are increasing our CPI target from $350 million to $475 million. We have already made significant progress toward this objective, actioning $319 million of run rate synergies as of Q3 2018.
3) How is the integration process proceeding?
The company has made significant progress in integrating the two organizations. For example, prior to closing of the transaction, we had determined the new organizational structure of the combined company and identified the new senior leadership team. Additionally, within four days of closing the transaction, we had consolidated nearly all corporate functions for the combined organization into our headquarters location in Houston.
4) Do you expect to remain a largely fixed-price contractor?
and we expect that the majority of our new awards will continue to be fixed-price. Such contracts can offer attractive margins when they are screened for appropriate risk, negotiated carefully and executed efficiently.
FREQUENTLY ASKED QUESTIONS
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Question Response
5) Do you have plans to reduce your debt level over time?
6) What kind of feedback have you had from customers regarding the Combination?
The feedback from customers has been extremely positive since we announced the transaction in December 2017. Specifically, many customers have been excited by the enhanced modularization capabilities of the combined company.
7) What is the status of the MOU with Saudi Aramco and the new yard in Saudi Arabia?
This long-range plan continues to move forward. As previously announced, we plan to build a new fabrication and marine complex at Ras Al Khair in Saudi Arabia to increase McDermott’s abilities to serve its growing Middle East and Caspian markets. As originally announced, the new facility is expected to be at full capacity by the mid-2020s.
8) What is the status of the Net Power project?
Net Power achieved first fire of its supercritical carbon dioxide (CO₂) demonstration power plant and test facility in May 2018. This milestone included the firing of the 50MWth Toshiba commercial-scale combustor. The firing of the combustor involved the integrated operation of the full NET Power process. Following a period of rigorous testing, the combustor will be integrated with the turbine and power will be generated.
FREQUENTLY ASKED QUESTIONS
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Note: Amounts have been rounded to the nearest million, except per share amounts. Totals may not foot as a result of rounding. 1) We recognized $5 million and $37 million of transaction costs associated with the Combination during the third and second quarters of 2018, respectively. 2) Costs to achieve our Combination Profitability Initiative (CPI) include restructuring and integration costs. We incurred $31 million and $63 million of costs from CPI in the third and second quarters of 2018, respectively. 3) Intangibles amortization includes the amortization of all acquired intangibles from the Combination, including project-related intangibles, other intangible assets (process technologies, trade names, trade marks, and customer relationships), and amortization of investments in unconsolidated affiliates. 4) As part of the financing of the Combination and establishment of our new capital structure during Q2 2018, we incurred costs associated with the prepayment of
whole premium and the accelerated write-off of debt issuance costs. 5) During Q2 2018, we benefited from the tax benefit of $117 million resulting from the internal transfer of certain intellectual property rights. 6) The adjustments to GAAP Net Income have been income tax effected when included in net income based on the respective tax jurisdiction in which the adjustments were incurred. 7) Includes the Non-GAAP adjustments described in footnotes 1, 2, and 3 above. Adjustments to operating income exclude the debt extinguishment costs and tax benefit on the intercompany transfer of IP, as these items are not included in the computation of operating income. 8) Adjusted diluted EPS includes the intangibles amortization described in footnote 3 above.
ADDITIONAL DISCLOSURES – QUARTERLY RECONCILIATIONS
Reconciliation of Non-GAAP to GAAP financial measures
Sep 30, 2018 Jun 30, 2018 Sep 30, 2017 (Dollars in millions, except share and per share amounts) Net Income (Loss) Attributable to MDR $2 $47 $95 Less: Adjustments Transaction costs1 5 37 - Costs to achieve CPI2 31 63 - Intangibles amortization3 68 22 - Debt extinguishment costs4
Tax benefit on intercompany transfer of IP 5
Total Non-GAAP Adjustments 103 21 - Tax Effect of Non-GAAP Changes6 (17) (8) - Total Non-GAAP Adjustments (After Tax) 87 12 - Non-GAAP Adjusted Net Income Attributable to McDermott $89 $59 $95 Operating Income $129 $49 $125 Non-GAAP Adjustments7 103 123 - Non-GAAP Adjusted Operating Income $232 $172 $125 Non-GAAP Adjusted Operating Margin 10.2% 9.9% 13.0% Diluted EPS $0.01 $0.33 $1.00 Non-GAAP Adjustments8 0.19 (0.04)
$0.20 $0.29 $1.00 Shares used in computation of earnings (loss) per share: Basic 180 144 95 Diluted 181 144 95 Cash flows from operating activities $(221) $398 $45 Capital expenditures 19 24 16 Free cash flow $(240) $374 $29 Revenues $2,289 $1,735 $959 Three Months Ended
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Note: Amounts have been rounded to the nearest million. Totals may not foot as a result of rounding. 1) We recognized $5 million of transaction costs associated with the Combination during the third quarter of 2018. 2) Costs to achieve CPI include restructuring and integration costs. We recognized $31 million of costs to achieve CPI in the third quarter of 2018. 3) Intangibles amortization includes the amortization of all acquired intangibles from the Combination, including project-related intangibles, other intangible assets (process technologies, trade names, trade marks, and customer relationships) and amortization of investments in unconsolidated affiliates.
ADDITIONAL DISCLOSURES – SEGMENT RECONCILIATIONS
Reconciliation of Non-GAAP to GAAP financial measures
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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 transaction costs, costs to achieve CPI and debt extinguishment costs 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.
ADDITIONAL DISCLOSURES – EBITDA RECONCILIATIONS
Reconciliation of Non-GAAP to GAAP financial measures
Sep 30, 2018 Jun 30, 2018 Sep 30, 2017 (Dollars in millions) Net income (loss) attributable to McDermott $2 $47 $95 Add: Depreciation & amortization 107 57 28 Interest expense, net 86 72 12 Provision for income taxes 44 (84) 19 EBITDA1 $239 $92 $155 EBITDA $239 $92 $155 Adjustments: Transaction costs 5 37
31 63
$275 $208 $155 Three Months Ended
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1) The definition of Covenant EBITDA is provided in our credit agreement entered into on May 10, 2018. Covenant EBITDA is presented for the purpose of disclosing our compliance with the covenants in our credit agreement. Covenant EBITDA may differ in the method of calculation from similarly titled measures used by us in other presentations or used by other companies. Please see our quarterly report on Form 10-Q for the quarter ended September 30, 2018, as filed with the SEC, for additional information. 2) Covenant EBITDA amounts for Q4 2017 and Q1 2018 are explicitly defined in our credit agreement and do not reconcile to McDermott’s historically reported net
combined. 3) Our Covenant EBITDA calculation includes the pro-forma combined results of McDermott and CB&I prior to the Combination. Per the terms of the credit agreement, we must include the net income (loss), tax, interest, and depreciation and amortization recorded by CB&I during the period from April 1, 2018 to May 10, 2018 in our calculation of Covenant EBITDA. 4) Under the definition of Covenant EBITDA, McDermott is permitted to add back the impact of charges on selected projects (referred to as the “Focus Projects”) up to $75 million per quarter, not to exceed $200 million in total. The aggregate amount
combined cycle gas power project that was recorded by CB&I in April 2018 prior to the closing of the Combination. The $43 million IPL charge is excluded from McDermott’s GAAP financial statements for the second quarter of 2018.
ADDITIONAL DISCLOSURES – COVENANT EBITDA RECONCILIATION1
Reconciliation of Net Income to Covenant EBITDA in accordance with our credit agreement
Sep 30, 2018 Jun 30, 2018 Mar 31, 20182 Dec 31, 20172 Net Income (loss) attributable to MDR $2 $46 Less: Excludable net income from unrestricted subsidiaries (6) (4) Net Income (loss) attributable to MDR and restricted subsidiaries (4) 42 Adjustments and addbacks: Interest expense (including interest capitalized) 96 89 Tax expense (benefit) 44 (84) Depreciation, drydock and amortization 37 36 Others items: Equity (income) loss 7 5 Gain (loss) on asset disposal 1 Impairment loss37
ADDITIONAL DISCLOSURES – COVENANT CALCULATIONS
Covenant calculations in accordance with our credit agreement
Sep 30, 2018 Jun 30, 2018 Mar 31, 2018 Dec 31, 2017 Leverage Ratio 2024 Unsecured Senior Notes $1,300 $1,300 Term Loan 2,249 2,254 NO 105 20 20 Vendor Equipment Financing 5 11 Financial LCs (FLOCs) 121 124 Capital Lease Obligations 75 22 Leverage Ratio Debt 3,771 3,732 Add: FX Exposure38
ADDITIONAL DISCLOSURES – 2018 GUIDANCE RECONCILIATIONS
Reconciliation of Forecast Non-GAAP to US GAAP financial measures
Second Half 2018 Guidance (Dollars in millions) Revenues $4.8B - 5.1B Operating Income $200 - 230 Operating Margin 4.2 - 4.5% Transaction Costs ~5 Costs to Achieve CPI ~75 Intangibles Amortization ~125 Total Adjustments ~205 Adjusted Operating Income $405 - 435 Adjusted Operating Margin 8.0% - 8.5% Net Income $(10) - (20) Total Adjustments ~205 Tax Impact of Adjustments ~(35) Adjusted Net Income $150 - 160 Less: Intangibles Amortization ~(125) Plus: Tax Impact of Intangibles Amortization ~30 Subtotal $55 - 65 Diluted Share Count ~180 Adjusted EPS $0.31 - 0.36 Cash Flows from Operating Activities $(520) - (540) Capital Expenditures ~60 Free Cash Flow $(580) - (600) Net Income Attributable to McDermott $(10) - (20) Add: Depreciation and amortization 160 - 190 Interest expense, net ~170 Provision for taxes ~65 EBITDA $375 - 415 Costs to Achieve CPI ~75 Adjusted EBITDA $450 - 490