8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934

Date of Report: November 19, 2003

                                                                  McDERMOTT INTERNATIONAL, INC.                                                             
                                                          (Exact name of registrant as specified in its charter)

REPUBLIC OF PANAMA	1-8430	72-0593134
(State or other jurisdictio	(Commission)	(IRS Employer
of incorporation)	File No.)	Identification No.)

1450 Poydras Street, New Orleans, Louisian	70112-6050
(Address of principal executive offices)	(Zip Code)

Registrant's Telephone Number, including Area Code:   (504) 587-5400

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Items 9 and 12. Regulation FD Disclosure and Results of Operations and Financial Condition

On November 19, 2003, McDermott International, Inc. (“McDermott”) plans to conduct a presentation to members of the financial community in New York, New York. A copy of the financial section of the presentation and the related appendixes is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference herein.

The presentation includes several measures that do not comply with generally accepted accounting principals (GAAP). McDermott management believes that certain non-GAAP measurements used in the presentation provide the user of such information, including investors and McDermott’s management, useful information to evaluate the financial results of McDermott’s ongoing operations and allows for an easier comparison of those ongoing operations to the similar components of it historical operations. The term non-GAAP is used in this presentation to distinguish certain measurements from those prepared on a GAAP basis.

1. On page 2, a graphical chart displays both GAAP and non-GAAP operating income provided by The Babcock and Wilcox Company (“B&W”) business for each of the first three quarters of 2003. The reconciliation of the Non-GAAP to the comparable GAAP measures is presented in Appendix I of the presentation. The difference between the two measures is due to a mark-to-market, non-cash expense/benefit associated with the proposed Chapter 11 settlement. Management uses the non-GAAP measure to evaluate the business performance of B&W absent the mark-to-market adjustments.

2. On slide 3, both GAAP and non-GAAP revenues, operating income and operating margins are presented for the J. Ray McDermott, S.A. (“J. Ray”) subsidiary for the three months ended September 30, 2002 and 2003, with the reconciliation contained within the same page. The difference between the Non-GAAP and the comparable GAAP measures is the exclusion of the effects of certain contracts for EPIC spar facilities and a contract relating to a project in Argentina (together, the “legacy projects”). These contracts were fixed-priced and substantial in size, and were first-of-a-kind projects from which J. Ray has incurred substantial losses. In addition, the 2002 non-GAAP measure excludes the 2002 non-cash write-off of goodwill associated with J. Ray. Management uses the non-GAAP information as a means to evaluate J. Ray’s remaining contract portfolio absent these large, loss generating contracts.

3. On slide 6, a graphical chart displays both GAAP and non-GAAP revenues and operating income provided by the J. Ray business for each of the first three quarters of 2003. The reconciliation of the Non-GAAP to the comparable GAAP measures is presented in Appendix II of the presentation. The difference between the two measures is the exclusion of the legacy projects revenue and operating income/(loss) in the non-GAAP measures.

2

4. On slide 9, a graphical chart displays both GAAP and non-GAAP revenues and operating income on a consolidated basis for each of the first three quarters of 2003. The reconciliation of the Non-GAAP to the comparable GAAP measures is presented in Appendix III of the presentation. The revenue bar consists of BWXT GAAP revenues, and total GAAP J. Ray revenues but consisting of two non-GAAP revenue measures. The non-GAAP operating income excludes losses on the legacy projects. Management uses the non-GAAP measures as a means to evaluate these businesses absent the legacy projects.

5. On slide 10, a graphical chart displays both GAAP and non-GAAP earnings per share for each of the first three quarters of 2003. The reconciliation of those measures is presented in Appendix IV of the presentation. The non-GAAP earnings per share exclude the after-tax effects of the legacy projects and the revaluation relating to the B&W Chapter 11 settlement divided by the share count listed. Management uses the non-GAAP earnings per share measure as a means to evaluate the after-tax results of McDermott’s consolidated businesses absent the legacy projects and the non-cash, mark-to-market revaluation relating to the B&W Chapter 11 settlement.

6. On slide 17, a graphical chart displays liquidity as of 11/12/03 assuming the completion of three financing transactions that are in negotiations but not yet completed. Appendix 5 shows the reconciliation between actual liquidity as of 11/12/03 and the liquidity on that date assuming the transactions contemplated were actually completed.

Statements in the presentation include forward looking statements. In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott International, Inc. cautions that statements which a forward looking and provide other than historical information, involves risks and uncertainties that may impact McDermott’s actual consolidated results of operations. The forward-looking statements in this presentation include, among other things, statements about McDermott’s and certain subsidiaries’ liquidity and ability to obtain new financing arrangements, the estimated cash flows and timing to complete certain projects and the estimated charges for the proposed settlement of B&W’s Chapter 11 proceedings based on current negotiations. Although McDermott believes 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 uncertainties and risks. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. For a more complete discussion of these risk factors, please see McDermott’s annual report for the year ended December 31, 2002 and its 2003 quarterly reports filed with the Securities and Exchange Commission.

The information furnished pursuant to this report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

McDERMOTT INTERNATIONAL INC.

                                                                                                              By:  /s/ Thomas A. Henzler      
                                                                                                                            Thomas A. Henzler
                                                                                                                            Vice President and Corporate Controller

November 19, 2003

EX-99

M     c     D     E     R     M     O     T     T          I     N     T     E     R     N     A     T     I     O     N     A     L   ,        I     N     C    ..

Financial Review

B&W Revenues & Non-GAAP^[1] Op. Income

($ in millions; unaudited)

[1]  Excludes revaluation of settlement costs.

               See Appendix schedule I for reconciling items.

Non-GAAP^[1] J. Ray Financial Information
($ in millions; unaudited)

9/30/03

9/30/02

GAAP Revenues

$

512.3

$

276.8

Spar projects & Argentina ("Legacy") revenues

(109.3)

(66.8)

Non-GAAP Revenues

$

403.0

$

210.0

GAAP Operating Income

$

11.9

$

(370.3)

Impairment of J. Ray goodwill

-

313.0

Legacy Losses

19.9

66.0

Non-GAAP Operating Income

$

31.8

$

8.7

GAAP Operating Income %

2.3%

N/M

Non-GAAP Operating Income %

7.9%

4.1%

[1]:       Non-GAAP measurements exclude the financial results of spar & Argentina projects

            (together, "legacy"); and impairment of J. Ray McDermott goodwill.

Three Months Ended

JRAY

BWXT Segment Financial Information
($ in millions; unaudited)

9/30/03

9/30/02

Revenues

$

133.0

$

136.3

No items

0.0

0.0

GAAP Revenues

$

133.0

$

136.3

Operating Income

$

21.4

$

12.2

No items

-

-

GAAP Operating Income

$

21.4

$

12.2

GAAP Operating Income %

16.1%

9.0%

Three Months Ended

BWXT

Corporate Financial Information
($ in millions; unaudited)

9/30/03

9/30/02

Departmental costs

$

10.2

$

8.9

Billings to Operating Units

(6.0)

(6.8)

Net Corporate Expense

$

4.2

$

2.1

Pension Expense (non-cash)

$

20.8

$

4.2

GAAP Corporate costs as reported

$

25.0

$

6.3

Three Months Ended

Corporate

J. Ray 2003 Revenues & Non-GAAP^[1] Op. Income

($ in millions; unaudited)

[1]  Excludes losses on spar and Argentina projects.

   See Appendix schedule II for reconciling items.

BWXT 2003 Revenues & Operating Income

($ in millions; unaudited)

Corporate 2003 Operating Expense

($ in millions; unaudited)

Consolidated 2003 Revenues & Non-GAAP Op. Income ^[1]
($ in millions; unaudited)

[1]  Excludes losses on spar and Argentina projects.

   See Appendix schedule III for reconciling items.

Earnings per share – GAAP and Non-GAAP

($ per fully diluted share; unaudited)

[1]  Excludes losses on spar and Argentina projects,

      and B&W settlement revaluation.

      See Appendix schedule IV for reconciliation.

Consolidated Available Liquidity

($ millions; unaudited)

Current Financing Structure

Financing Strategy in 2003

Refinance BWXT on a stand-alone basis

Refinance J. Ray on a stand-alone basis

Establish permanent financing structure to

facilitate growth

New Financing Arrangements

New financings expected to close in fourth quarter 2003

BWXT credit facility sized at up to $150 million

J. Ray announced $200 million offering of 144A notes

J. Ray letter of credit facility sized at $75 million and being

negotiated

All financings will be stand-alone at the operating unit

MII will not guarantee any of the financing arrangements

Value of J. Ray Marine Fleet

Estimated Value of Fleet

The nine major vessels which are to
be specifically pledged in support
of the J. Ray debt offering have an
estimated market value of over
$295 million

Two additional vessels, the DB-60
and the DB-17, are under review for
possible sale and have additional
estimated value of $57 million

Company owns and operates 21
additional support vessels, as well
as yard equipment, which are not
included in above totals

Notes

1.

Table excludes appraisal value for the remaining vessels in the portfolio

2.

Values based on comparable vessel market values

3.

As of September 30, 2003

Proposed Financing Structure

Consolidated Available Liquidity – Post Close ^[1]
($ millions; unaudited)

11/12/03^[1]

[1]  Includes cash and capacity after expected completion

       of current financing initiatives.     

       See Appendix schedule V for reconciling items.

M     c     D     E     R     M     O     T     T          I     N     T     E     R     N     A     T     I     O     N     A     L   ,        I     N     C    ..

(NYSE:  MDR)

For more information contact:

Jay Roueche

Director of Investor Relations

281-870-5462

Appendix I – B&W Non-GAAP Reconciliation

($ in millions; unaudited)

3/31/03

6/30/03

9/30/03

GAAP Revenues

$

381.0

$

352.3

$

318.5

GAAP Operating Income

$

19.9

$

(48.5)

$

19.2

Chapter 11 settlement adjustment

-

70.0

(5.5)

Non-GAAP Operating Income

$

19.9

$

21.5

$

13.7

Three Months Ended

Appendix II – J. Ray Non-GAAP Reconciliation

($ in millions; unaudited)

3/31/03

6/30/03

9/30/03

GAAP Revenues

$

395.0

$

468.0

$

512.3

Legacy Revenues

(82.8)

(126.0)

(109.3)

Non-GAAP Revenues

$

312.2

$

342.0

$

403.0

GAAP Operating Income

$

16.6

$

(13.2)

$

11.9

Legacy losses - Spars

-

-

19.9

Legacy losses - Argentina

-

39.9

-

Non-GAAP Operating Income

$

16.6

$

26.7

$

31.8

Three Months Ended

Appendix III – Consoldiated Non-GAAP Reconciliation
($ in millions; unaudited)

3/31/03

6/30/03

9/30/03

BWXT Revenues

$

117.7

$

127.5

$

133.0

J. Ray Revenues excl. Legacy

312.2

342.0

403.0

J. Ray Legacy Revenues

82.8

126.0

109.3

GAAP Revenues

$

512.7

$

595.5

$

645.3

GAAP Operating Income

$

13.9

$

(13.9)

$

8.4

Legacy losses - Spars

-

-

19.9

Legacy losses - Argentina

-

39.9

-

Non-GAAP Operating Income

$

13.9

$

26.0

$

28.3

Three Months Ended

Appendix IV –Non-GAAP EPS Reconciliation
($ in millions except per share amounts; unaudited)

3/31/03

6/30/03

9/30/03

GAAP income before taxes

$

36.7

$

(55.9)

$

15.3

   B&W Settlement revaluation

(24.1)

39.4

(9.7)

   Legacy losses - Spars

-

-

19.9

   Legacy losses - Argentina

-

39.9

-

Non-GAAP income before taxes

$

12.6

$

23.4

$

25.5

GAAP taxes

$

7.0

$

4.6

$

5.1

   Tax adjustments for Non-Gaap Items

(0.5)

(0.6)

(1.5)

Non-GAAP taxes

$

6.5

$

4.0

$

3.6

GAAP net income cont. operations

$

29.7

$

(60.5)

$

10.1

   After-tax Non-GAAP adjustments

(23.6)

79.9

11.7

Non-GAAP net inc. cont. operations

$

6.1

$

19.4

$

21.8

GAAP fully diluted shares outstanding

65.1

64.0

66.7

Non-GAAP fully diluted shares

65.1

66.3

66.7

GAAP EPS

$

0.46

$

(0.95)

$

0.15

Non-GAAP EPS

$

0.09

$

0.29

$

0.33

Three Months Ended

Appendix V – Post Close Liquidity Reconciliation
($ in millions except per share amounts; unaudited)

Available cash at 11/12/03

$

87.2

   Proceeds from bond offering, net.

194.0

   Release of Lender's Collateral

7.9

Available cash post closing

$

289.1

Available credit capacity at 11/12/03

$

60.4

   Cancellation of existing credit facility

(60.4)

   New letter of credit facility - J. Ray

75.0

   New BWXT revolving credit facility

125.0

   Less: J. Ray LC's to be replaced

(58.3)

   Less: BWXT LC's to be replaced

(47.8)

Available credit capacity post closing

$

93.9

Available liquidity at 11/12/03

$

147.60

Available liquidity at 11/12/03 - post close

$

383.00

Revaluation of B&W Settlement Charge
($ in millions; unaudited)

12/31/02

3/31/03

6/30/03

Q-3

9/30/03

Nominal

Fair

Fair

Value

Fair

Value

Value

Value

Change

Value

Components

4.75 Million Shares

of MDR

$

20.8

$

13.8

$

30.1

$

(3.0)

A

$

27.1

Share Price Guarantee

69.5

28.6

49.0

0.2

B

49.2

Note Payable

92.0

80.7

85.6

(2.5)

C

83.1

Intercompany Note Payable

(22.0)

(23.3)

(25.4)

(0.1)

D

(25.5)

All Other (Net)

(13.9)

(13.4)

(12.9)

(2.8)

E

(15.7)

$

146.4

$

86.4

$

126.4

$

(8.2)

F

$

118.2

Additional Information

^A Share price decreased from $6.33 at June 03 to $5.71 at September 03

^B Impacted by increase in stock price and increase in interest rates

^C Interest rate increased from 9.1583% at June 03 to 9.8634% at September 03

^D Revalued due to translation and accrued interest

^E Tax adjustment on intercompany note and on PV of tax benefits

^F EPS impact  = $0.12 cents/share