8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
________________________

FORM 8-K
________________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 10, 2012
________________________

McDermott International, Inc.
(Exact name of registrant as specified in its charter)
________________________

REPUBLIC OF PANAMA
(State or other jurisdiction of incorporation)

001-08430	72-0593134
(Commission File Number)	(IRS Employer Identification No.)
757 N. Eldridge Parkway Houston, Texas	77079
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (281) 870-5000


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

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

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

________________________

Item 2.02         Results of Operations and Financial Condition.

On May 10, 2012, we issued a press release announcing our financial results for the first quarter ended March 31, 2012.  A copy of the press release is furnished as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.

The information furnished pursuant to this Item 2.02, 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 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 5.07         Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

We held our 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 10, 2012, in Houston, Texas.  Set forth below are the final voting results on each matter submitted to a vote of stockholders at the Annual Meeting.  Each proposal is described in more detail in our Proxy Statement for the Annual Meeting dated March 30, 2012.


Proposal 1:  The stockholders elected each of the eight director nominees to our Board of Directors for a one-year term, with the voting results as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
John F. Bookout, III	194,975,527	1,599,019	24,802,642
Roger A. Brown	194,549,367	2,025,179	24,802,642
Stephen G. Hanks	194,745,781	1,828,765	24,802,642
Stephen M. Johnson	191,274,264	5,300,282	24,802,642
D. Bradley McWilliams	194,785,938	1,788,608	24,802,642
Thomas C. Schievelbein	192,599,517	3,975,029	24,802,642
Mary L. Shafer-Malicki	195,121,911	1,452,635	24,802,642
David A. Trice	194,939,419	1,635,127	24,802,642

Proposal 2:  The stockholders approved, on an advisory basis, our named executive officer compensation, with the voting results as follows:

For	Against	Abstentions	Broker Non-Votes
190,639,242	5,314,278	621,026	24,802,642

2

Proposal 3:  The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2012, with the voting results as follows:

For	Against	Abstentions
220,705,210	508,043	163,935

A copy of our press release announcing the results of the Annual Meeting is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press Release Announcing Results for First Quarter dated May 10, 2012.
	99.2	Press Release Announcing the Results of the Annual Meeting dated May 10, 2012.

3

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/ Perry L. Elders
		Perry L. Elders
		Senior Vice President and Chief Financial Officer
May 10, 2012

4

EX-99.1

Exhibit 99.1

McDermott Reports First Quarter 2012 Financial Results

Record Quarterly Bookings Produce Backlog of $5.8 Billion

• First Quarter 2012 Bookings of $2.65 billion Exceed Full-Year 2011 Awards
• Cash, Cash Equivalents & Investments Approximately $900 million at March 31, 2012

HOUSTON--(BUSINESS WIRE)--May 10, 2012--McDermott International, Inc. (NYSE: MDR) (“McDermott” or the “Company”) today reported income from continuing operations of $59.3 million, or $0.25 per diluted share, for the 2012 first quarter. The results of the 2012 first quarter compare to income from continuing operations of $68.8 million, or $0.29 per diluted share, in the corresponding period of 2011. Classified as discontinued operations, the results of McDermott’s charter fleet business are excluded from all periods presented. This charter fleet business was sold on March 19, 2012, with the Company receiving proceeds of approximately $61 million. Weighted average common shares outstanding on a fully diluted basis were approximately 237.3 million and 236.7 million in the quarters ended March 31, 2012 and March 31, 2011, respectively.

McDermott’s revenues were $727.7 million for the 2012 first quarter compared to $899.2 million in the corresponding period of 2011. The year-over-year decrease was primarily due to fewer fabrication manhours and lower marine activity in the Asia Pacific segment, partially offset by an approximate 150 percent increase in the Atlantic segment’s revenues, primarily as a result of increased fabrication work in the United States.

The Company’s operating income in the 2012 first quarter was $80.2 million compared to $100.3 million in the 2011 first quarter. Increased operating income in the Asia Pacific segment and improved results in the Atlantic segment, both as compared to the 2011 first quarter, were more than offset by reduced operating income in the Middle East segment, as a result of lower marine activity.

“The 2012 first quarter proved to be a positive start to the year, exceeding our prior expectations,” said Stephen M. Johnson, Chairman of the Board, President and Chief Executive Officer of McDermott. “With record bookings, an all-time high backlog and a continued strong balance sheet, McDermott is building a solid foundation for the future. We are pleased to have completed the sale of the charter fleet business during the quarter, and we expect both the new North Ocean 105 and the upgraded DB50 to be available for work this summer. We continue to believe the market opportunities ahead remain strong.”

The Company’s other income for the first quarter of 2012 was $10.5 million, primarily due to foreign currency gains, which represents an improvement of $15.4 million as compared to the other expense of $5.0 million in the first quarter of 2011.

At March 31, 2012, the Company’s backlog was $5.8 billion, compared to $3.9 billion and $4.8 billion at December 31, 2011 and March 31, 2011, respectively. Of the March 31, 2012 backlog, approximately $360 million is from projects currently in a loss position, primarily a 5-year Brazilian vessel charter contract, whereby future revenues are expected to equal costs when recognized.

Balance Sheet Summary

As of March 31, 2012, McDermott reported total assets of approximately $3.1 billion. Included in this amount was $899.5 million of cash and cash equivalents, restricted cash and investments. Net working capital, calculated as current assets less current liabilities, was $605.1 million. Additionally, total equity was almost $1.8 billion, or approximately 58% of total assets, with total debt of $92.2 million.

Discontinued Operations

For the first quarter of 2012, McDermott recorded net income from discontinued operations of $3.5 million, or $0.01 per diluted share, primarily due to the first quarter 2012 operations, and a gain on sale, of the charter fleet business. Including the results of discontinued operations, total net income attributable to McDermott was $62.8 million, or $0.26 per diluted share, for the 2012 first quarter.

OTHER INFORMATION

About the Company

McDermott is a leading engineering, procurement, construction and installation (“EPCI”) company focused on executing complex offshore oil and gas projects worldwide. Providing fully integrated EPCI services for upstream field developments, the Company delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning. McDermott’s customers include national and major energy companies. Operating in approximately 20 countries across the Atlantic, Middle East and Asia Pacific, the Company’s integrated resources include approximately 13,500 employees and a diversified fleet of marine vessels, fabrication facilities and engineering offices. McDermott has served the energy industry since 1923. To learn more, please visit McDermott’s website on the Internet at www.mcdermott.com.

Forward-Looking Statements

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this press release, which are forward-looking and provide other than historical information, involve risks and uncertainties that may impact McDermott's actual results of operations. These forward-looking statements include statements about backlog, to the extent backlog may be viewed as an indicator of future revenues, McDermott building a solid foundation for the future, the expected availability of the North Ocean 105 and DB50 for work this summer, and our continued belief that the market opportunities ahead remain strong. 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 uncertainties and risks, including adverse changes in the markets in which we operate or credit markets, our inability to successfully execute on contracts in backlog, changes in project design or schedules, changes in the scope or timing of contracts, and contract cancellations, change orders and other modifications. 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 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, 2011 and subsequent quarterly reports on Form 10-Q. This news release reflects management's views as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.

McDERMOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
	Three Months Ended
	March 31,
	2012			2011
	(In thousands)
Revenues	$	727,678		$	899,240
Costs and Expenses:
Cost of operations		597,434			747,225
Selling, general and administrative expenses		46,611			55,369
Gain on asset disposals		(226	)		(225	)
Total costs and expenses		643,819			802,369
Equity in Income (Loss) of Unconsolidated Affiliates		(3,683	)		3,427
Operating Income		80,176			100,298
Other Income (Expense):
Interest income		1,634			449
Gain (loss) on foreign currency – net		9,441			(4,232	)
Other expense – net		(581	)		(1,171	)
Total other income (expense)		10,494			(4,954	)
Income from continuing operations before provision for income taxes and
noncontrolling interests		90,670			95,344
Provision for Income Taxes		28,743			22,579
Income from continuing operations before noncontrolling interests		61,927			72,765
Gain on disposal of discontinued operations		257			-
Income from discontinued operations, net of tax		3,240			1,662
Total income from discontinued operations, net of tax		3,497			1,662
Net Income		65,424			74,427
Less: Net Income Attributable to Noncontrolling
Interests		2,666			4,007
Net Income Attributable to McDermott International, Inc.	$	62,758		$	70,420

McDERMOTT INTERNATIONAL, INC.
EARNINGS PER SHARE COMPUTATION
	Three Months Ended
	March 31,
	2012		2011
	(In thousands, except share and per share amounts)
Basic:
Income from continuing operations less noncontrolling interests	$	59,261	$	68,758
Income from discontinued operations, net of tax		3,497		1,662
Net income attributable to McDermott International, Inc.	$	62,758	$	70,420
Diluted:
Weighted average common shares (basic)		235,208,252		233,841,075
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units		2,124,375		2,904,503
Adjusted weighted average common shares and assumed exercises of
stock options and vesting of stock awards (diluted)		237,332,627		236,745,578
Basic earnings per share:
Income from continuing operations less noncontrolling interests		0.25		0.29
Income from discontinued operations, net of tax		0.01		0.01
Net income attributable to McDermott International, Inc.		0.27		0.30
Diluted earnings per share:
Income from continuing operations less noncontrolling interests		0.25		0.29
Income from discontinued operations, net of tax		0.01		0.01
Net income attributable to McDermott International, Inc.		0.26		0.30

SUPPLEMENTARY DATA
	Three Months Ended
	March 31,
	2012		2011
	(In thousands)
Pension expense	$	579	$	6,153
Depreciation & amortization expense	$	23,276	$	20,525
Capital expenditures	$	44,751	$	63,986
Backlog	$	5,806,633	$	4,764,005

McDERMOTT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
	March 31, 2012			December 31, 2011
	(In thousands, except share
	and per share amounts)
Assets
Current Assets:
Cash and cash equivalents	$	788,965		$	570,854
Restricted cash and cash equivalents		24,832			21,962
Investments		54,708			109,522
Accounts receivable-trade, net		388,373			445,808
Accounts receivable-other		61,140			53,386
Contracts in progress		259,664			287,390
Deferred income taxes		15,097			11,931
Assets held for sale		-			3,197
Other current assets		40,680			33,135
Total Current Assets		1,633,459			1,537,185
Property, Plant and Equipment		2,019,289			1,958,877
Less accumulated depreciation		(878,048	)		(857,012	)
Net Property, Plant and Equipment		1,141,241			1,101,865
Assets Held for Sale		-			55,571
Investments		30,991			29,484
Goodwill		41,202			41,202
Investments in Unconsolidated Affiliates		39,912			42,659
Other Assets		178,589			184,848
Total Assets	$	3,065,394		$	2,992,814
Liabilities and Equity
Current Liabilities:
Notes payable and current maturities of long-term debt	$	10,061		$	8,941
Accounts payable		272,746			315,514
Accrued liabilities		307,797			309,515
Advance billings on contracts		358,052			320,438
Deferred income taxes		12,396			13,187
Income taxes payable		67,316			54,181
Total Current Liabilities		1,028,368			1,021,776
Long-Term Debt		82,180			84,794
Self-Insurance		24,969			23,585
Pension Liability		20,134			21,295
Other Liabilities		122,416			107,652
Commitments and Contingencies
Stockholders’ Equity:
Common stock, par value $1.00 per share, authorized 400,000,000 shares; issued 243,085,098 and 242,416,424 shares at March 31, 2012 and December 31, 2011, respectively
		243,085			242,416
Capital in excess of par value		1,379,153			1,375,976
Retained earnings		301,861			239,103
Treasury stock, at cost, 7,811,017 and 7,359,983 shares at March 31, 2012 and December 31, 2011, respectively
		(98,011	)		(95,827	)
Accumulated other comprehensive loss		(99,921	)		(102,030	)
Stockholders’ Equity-McDermott International, Inc.		1,726,167			1,659,638
Noncontrolling Interests		61,160			74,074
Total Equity		1,787,327			1,733,712
Total Liabilities and Equity	$	3,065,394		$	2,992,814

McDERMOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three Months Ended
	March 31,
	2012			2011
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	65,424		$	74,427
Less: Income from discontinued operations, net of tax		3,497			1,662
Income from continuing operations		61,927			72,765
Non-cash items included in net income:
Depreciation and amortization		23,276			20,525
Equity in (income) loss of unconsolidated affiliates		3,683			(3,427	)
Gain on asset disposals		(226	)		(225	)
Benefit for deferred taxes		(4,131	)		(6,929	)
Pension costs		579			6,153
Other non-cash items		3,224			4,368
Changes in assets and liabilities, net of effects from dispositions:
Accounts receivable		50,017			17,045
Net contracts in progress and advance billings on contracts		65,363			(244,062	)
Accounts payable		(55,292	)		23,947
Accrued and other current liabilities		(10,040	)		39,311
Pension liability and accrued postretirement and employee benefits		7,489			(41,546	)
Other assets and liabilities		26,992			20,038
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES-CONTINUING OPERATIONS		172,861			(92,037	)
NET CASH PROVIDED BY OPERATING ACTIVITIES-DISCONTINUED OPERATIONS		-			114
TOTAL CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		172,861			(91,923	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(44,751	)		(63,986	)
Increase in restricted cash and cash equivalents		(2,870	)		(8,493	)
Purchases of available-for-sale securities		(40,319	)		(298,169	)
Sales and maturities of available-for-sale securities		94,380			258,361
Other investing activities		(2,150	)		218
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES-CONTINUING OPERATIONS		4,290			(112,069	)
NET CASH PROVIDED BY INVESTING ACTIVITIES-DISCONTINUED OPERATIONS		60,671			-
TOTAL CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		64,961			(112,069	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in debt		-			11,837
Payment of debt		(1,494	)		(2,158	)
Distributions to noncontrolling interests		(15,733	)		-
Other financing activities		(1,784	)		57
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES-CONTINUING OPERATIONS		(19,011	)		9,736
EFFECTS OF EXCHANGE RATE CHANGES ON CASH		(700	)		-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		218,111			(194,256	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		570,854			403,463
CASH AND CASH EQUIVALENTS AT END OF PERIOD-CONTINUING OPERATIONS	$	788,965		$	209,207
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes (net of refunds)	$	16,036		$	3,574

CONTACT:
McDermott International, Inc.
Investors, Analysts and Financial Media:
Jay Roueche, (281) 870-5462
Vice President
jroueche@mcdermott.com
or
Trade and General Media:
Louise Denly, (281) 870-5025
Director, Corporate Communications
ldenly@mcdermott.com

EX-99.2

Exhibit 99.2

McDermott Announces Results of Shareholders’ Meeting

HOUSTON--(BUSINESS WIRE)--May 10, 2012--McDermott International, Inc. (NYSE: MDR) (“McDermott” or the “Company”) announced today the results of its 2012 Annual Meeting of Stockholders, held Thursday morning, May 10, 2012 in Houston, Texas.

Based on the voting results from the meeting, shareholders re-elected Messrs. John F. Bookout, III, Roger A. Brown, Stephen G. Hanks, Stephen M. Johnson, D. Bradley McWilliams, Thomas C. Schievelbein and David A. Trice, and Ms. Mary L. Shafer-Malicki to our Board of Directors, all for one-year terms. Each of these existing Board members received a minimum affirmative vote of approximately 97 percent of the votes cast by shareholders.

In addition, shareholders approved, on an advisory basis, our named executive officer compensation with an affirmative vote of 97 percent of votes cast by shareholders, and ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2012.

OTHER INFORMATION

About the Company

McDermott is a leading engineering, procurement, construction and installation (“EPCI”) company focused on executing complex offshore oil and gas projects worldwide. Providing fully integrated EPCI services for upstream field developments, the Company delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning. McDermott’s customers include national and major energy companies. Operating in approximately 20 countries across the Atlantic, Middle East and Asia Pacific, the Company’s integrated resources include approximately 13,500 employees and a diversified fleet of marine vessels, fabrication facilities and engineering offices. McDermott has served the energy industry since 1923. To learn more, please visit McDermott’s website on the internet at www.mcdermott.com.

CONTACT:
McDermott International, Inc.
Investors, Analysts and Financial Media:
Jay Roueche, 281-870-5462
Vice President
jroueche@mcdermott.com
or
Trade and General Media:
Louise Denly, 281-870-5025
Director, Corporate Communications
ldenly@mcdermott.com