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 THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 5, 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 November 5, 2012, we issued a press release announcing our financial results for the quarter ended September 30, 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 9.01 Financial Statements and Exhibits.

(d)       Exhibits

  99.1    Press Release dated November 5, 2012.

2

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
		and Treasurer
November 5, 2012

3

EX-99.1

Exhibit 99.1

McDermott Reports Third Quarter 2012 Financial Results

Earnings per share of 21 cents; Strong $5.3 Billion Backlog

HOUSTON--(BUSINESS WIRE)--November 5, 2012--McDermott International, Inc. (NYSE: MDR) (“McDermott” or the “Company”) today reported income of $50.6 million, or $0.21 per diluted share, for the 2012 third quarter. The results of the 2012 third quarter compare to income from continuing operations of $9.8 million, or $0.04 per diluted share, in the corresponding period of 2011. Weighted average common shares outstanding on a fully diluted basis were approximately 237.9 million and 236.9 million in the quarters ended September 30, 2012 and September 30, 2011, respectively.

McDermott’s revenues were $1,028.7 million for the 2012 third quarter compared to $879.9 million in the corresponding period of 2011. The year-over-year increase was attributable to the Middle East and Atlantic segments, primarily due to increased fabrication and marine activity. The increase from these segments was partially offset by lower revenues in the Asia Pacific segment due to lower marine activity.

The Company’s operating income in the 2012 third quarter was $82.5 million compared to $35.2 million in the 2011 third quarter. The increase in operating income was primarily due to approximately $50 million in project losses recognized in the 2011 third quarter, in addition to higher fabrication and marine activity in the Middle East and Atlantic segments and additional change order activity in the Asia Pacific segment in the 2012 third quarter.

“The positive results of our 2012 third quarter keep us on track for a solid 2012 financial performance,” said Stephen M. Johnson, Chairman of the Board, President and Chief Executive Officer of McDermott. “We see continued strength in our end markets and are encouraged by the significant level of bids and targeted market opportunities.”

The Company’s other income for the third quarter of 2012 was $1.7 million, which represents an improvement of $1.3 million as compared to other income of $0.4 million in the third quarter of 2011 primarily attributable to increased interest income.

At September 30, 2012, the Company’s backlog was approximately $5.3 billion, compared to $5.7 billion and $4.3 billion at June 30, 2012 and September 30, 2011, respectively.

Balance Sheet Summary

As of September 30, 2012, McDermott reported total assets of approximately $3.4 billion. Included in this amount was $720.7 million of cash and cash equivalents, restricted cash and investments. Net working capital, calculated as current assets less current liabilities, was $679.4 million. Additionally, total equity was over $1.9 billion, or approximately 57% of total assets, with total debt of $108.3 million.

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 remaining on track for a solid 2012 financial performance and the continued strength in McDermott’s end markets. 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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(In thousands, except share and per share amounts)
Revenues	$	1,028,745		$	879,894		$	2,645,671		$	2,628,935
Costs and Expenses:
Cost of operations		889,823			802,951			2,246,961			2,253,981
Selling, general and administrative expenses		51,834			48,046			145,927			163,827
Gain on asset disposals		(85	)		(7,811	)		(282	)		(8,107	)
Total costs and expenses		941,572			843,186			2,392,606			2,409,701
Equity in Income (Loss) of Unconsolidated Affiliates		(4,692	)		(1,492	)		(11,026	)		59
Operating Income		82,481			35,216			242,039			219,293
Other Income (Expense):
Interest income		996			319			4,215			1,060
Interest expense		-			(152	)		-			(415	)
Gain (loss) on foreign currency--net		488			504			11,185			(2,356	)
Other income (expense)--net		242			(298	)		(288	)		(1,586	)
Total other income (expense)		1,726			373			15,112			(3,297	)
Income from continuing operations before provision for income taxes and noncontrolling interests		84,207			35,589			257,151			215,996
Provision for Income Taxes		29,916			20,535			87,004			60,351
Income from continuing operations before noncontrolling interests		54,291			15,054			170,147			155,645
Total income from discontinued operations, net of tax		-			1,187			3,497			6,459
Net Income		54,291			16,241			173,644			162,104
Less: Net Income Attributable to Noncontrolling Interests		3,679			5,290			7,535			13,405
Net Income Attributable to McDermott International, Inc.	$	50,612		$	10,951		$	166,109		$	148,699

McDERMOTT INTERNATIONAL, INC. EARNINGS PER SHARE COMPUTATION
	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
	(In thousands, except share and per share amounts)
Income from continuing operations less noncontrolling interests	$	50,612	$	9,764	$	162,612	$	142,240
Income from discontinued operations, net of tax		-		1,187		3,497		6,459
Net income attributable to McDermott International, Inc.	$	50,612	$	10,951	$	166,109	$	148,699
Weighted average common shares (basic)		235,817,203		234,940,184		235,568,889		234,451,430
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units		2,049,797		2,007,479		1,984,574		2,627,875
Adjusted weighted average common shares and assumed exercises of stock options and vesting of stock awards (diluted)		237,867,000		236,947,663		237,553,463		237,079,305
Basic earnings per share:
Income from continuing operations less noncontrolling interests		0.21		0.04		0.69		0.61
Income from discontinued operations, net of tax		-		0.01		0.01		0.03
Net income attributable to McDermott International, Inc.		0.21		0.05		0.70		0.63
Diluted earnings per share:
Income from continuing operations less noncontrolling interests		0.21		0.04		0.68		0.60
Income from discontinued operations, net of tax		-		0.01		0.01		0.03
Net income attributable to McDermott International, Inc.		0.21		0.05		0.69		0.63

SUPPLEMENTARY DATA
	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Depreciation and amortization	$	20,082	$	19,801	$	65,956	$	59,900
Drydock amortization	$	7,999	$	6,037	$	21,606	$	18,336
Capital expenditures	$	47,623	$	90,190	$	179,284	$	231,872
Backlog	$	5,339,755	$	4,255,432	$	5,339,755	$	4,255,432

McDERMOTT INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS
	September 30, 2012			December 31, 2011
	(In thousands, except share and per share amounts)
Assets
Current Assets:
Cash and cash equivalents	$	638,794		$	570,854
Restricted cash and cash equivalents		23,074			21,962
Investments		28,737			109,522
Accounts receivable--trade, net		548,068			445,808
Accounts receivable--other		63,774			53,386
Contracts in progress		499,339			287,390
Deferred income taxes		11,580			11,931
Other current assets		41,155			36,332
Total Current Assets		1,854,521			1,537,185
Property, Plant and Equipment		2,018,481			1,958,877
Less accumulated depreciation		(819,645	)		(857,012	)
Net Property, Plant and Equipment		1,198,836			1,101,865
Assets Held for Sale		28,724			55,571
Investments		30,097			29,484
Goodwill		41,202			41,202
Investments in Unconsolidated Affiliates		35,430			42,659
Other Assets		175,233			184,848
Total Assets	$	3,364,043		$	2,992,814
Liabilities and Equity
Current Liabilities:
Notes payable and current maturities of long-term debt	$	14,146		$	8,941
Accounts payable		375,954			315,514
Accrued liabilities		395,234			309,515
Advance billings on contracts		307,144			320,438
Deferred income taxes		13,213			13,187
Income taxes payable		69,383			54,181
Total Current Liabilities		1,175,074			1,021,776
Long-Term Debt		94,140			84,794
Self-Insurance		27,867			23,585
Pension Liability		19,292			21,295
Other Liabilities		124,979			107,652
Commitments and Contingencies
Stockholders’ Equity:
Common stock, par value $1.00 per share, authorized 400,000,000 shares; issued 243,419,194 and 242,416,424 shares at September 30, 2012 and December 31, 2011, respectively		243,419			242,416
Capital in excess of par value		1,387,311			1,375,976
Retained earnings		405,212			239,103
Treasury stock, at cost, 7,574,903 and 7,359,983 shares at September 30, 2012 and December 31, 2011, respectively		(98,725	)		(95,827	)
Accumulated other comprehensive loss		(80,508	)		(102,030	)
Stockholders’ Equity--McDermott International, Inc.		1,856,709			1,659,638
Noncontrolling Interests		65,982			74,074
Total Equity		1,922,691			1,733,712
Total Liabilities and Equity	$	3,364,043		$	2,992,814

McDERMOTT INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
	Nine Months Ended September 30,
	2012			2011
	(In thousands)
Cash Flows From Operating Activities:
Net income	$	173,644		$ 162,104
Less: Income from discontinued operations, net of tax		3,497		6,459
Income from continuing operations	$	170,147		$ 155,645
Non-cash items included in net income:
Depreciation and amortization		65,956		59,900
Drydock amortization		21,606		18,336
Equity in (income) loss of unconsolidated affiliates		11,026		(59		)
Gain on asset disposals and impairments--net		(282	)	(8,107		)
Provision (benefit) from deferred taxes		3,929		(2,910		)
Stock-based compensation charges		11,449		8,340
Pension costs		1,152		15,367
Other non-cash items		5,178		5,909
Changes in assets and liabilities, net of effects from dispositions:
Accounts receivable		(113,460	)	26,238
Net contracts in progress and advance billings on contracts		(225,340	)	(380,635		)
Accounts payable		58,675		44,667
Accrued and other current liabilities		66,125		71,148
Pension liability and accrued postretirement and employee benefits		17,322		(51,041		)
Other assets and liabilities		16,166		(33,663		)
Net Cash Provided By (Used In) Operating Activities--Continuing Operations		109,649		(70,865		)
Net Cash Used In Operating Activities--Discontinued Operations		-		(211		)
Total Cash Provided By (Used In) Operating Activities		109,649			(71,076	)
Cash Flows From Investing Activities:
Purchases of property, plant and equipment		(179,284	)	(231,872		)
(Increase) decrease in restricted cash and cash equivalents		(1,112	)	183,564
Purchases of available-for-sale securities		(82,735	)	(516,628		)
Sales and maturities of available-for-sale securities		164,807		601,128
Proceeds from asset disposals		405		8,483
Other investing activities, net		(2,305	)	(16		)
Net Cash Provided By (Used In) Investing Activities--Continuing Operations		(100,224	)	44,659
Net Cash Provided By Investing Activities--Discontinued Operations		60,671		-
Total Cash Provided By (Used In) Investing Activities		(39,553	)	44,659
Cash Flows From Financing Activities:
Increase in debt		19,033		40,212
Payment of debt		(4,482	)	(6,473		)
Debt issuance costs		64		(4,824		)
Distributions to noncontrolling interests		(15,728	)	-
Other financing activities, net		(2,706	)	(2,059		)
Net Cash Provided By (Used In) Financing Activities--Continuing Operations		(3,819	)	26,856
Effects of exchange rate changes on cash and cash equivalents		1,663		(313		)
Net increase in cash and cash equivalents		67,940		126
Cash and cash equivalents at beginning of period		570,854		403,463
Cash and cash equivalents at end of period--Continuing Operations	$	638,794		$ 403,589

CONTACT:
McDermott International, Inc.
Investors, Analysts and Financial Media:
Robby Bellamy, (281) 870-5165
Director, Investor Relations
rbellamy@mcdermott.com
or
Trade and General Media:
Louise Denly, (281) 870-5025
Director, Corporate Communications
ldenly@mcdermott.com