The Risk Management Function Presented to The University of Houston Bauer College of Business McDermott International February 24, 2011 © 2010 McDermott International, Inc. All rights reserved. Cautionary Statements Statements we make in the following presentation which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements. These forward-looking statements speak only as of the date of this report and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events and initiatives. While our management considers these expectations and assumptions to be reasonable, they are subject to risks and uncertainties, which may be beyond our control or difficult to predict. Our actual plans, results, performance or achievements could differ materially from those we express in the following discussion as a result of a variety of factors. For a detailed discussion of those risks and uncertainties that may affect our company, please refer to the “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” headings in Items 1 and 1A of Part I to McDermott International, Inc.'s Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission. 2 Presentation Overview McDermott Company Information Risk Management Overview Risk Identification Examples of Risk Treatment Insurance Programs Captives Inside a Risk Management Department Enterprise Risk Management (ERM) Business Continuity Planning (BCP) 3 McDermott Overview Engineering & Construction (“E&C”) company Specialty manufacturing and service capabilities Large, repeatable projects are our strength Deep, long-term and diverse client relationships Strong emphasis on project bidding and execution 4 What We Do – Jacket Loadout 5 What We Do – Jacket Launch 6 What We Do – Deck Floatover 7 A Leader in E&C for Offshore Oil & Gas Worldwide Engineering Caspian Americas Middle East Asia Pacific Marine Installation 8 Spectrum of Offshore Infrastructure McDermott’s leadership covers shallow to the deepest water (Graphics compliments of Offshore Magazine; 2005 Offshore Oil & Gas Industry Deepwater Solutions for Concept Selection) 9 Strong Backlog of $3.6 Billion Provides Visibility (as of September 30, 2010) Backlog by Geographic Location Atlantic, 9% Historical Backlog Levels 5,000 4,000 Asia Pacific, 33% Middle East, 58% 3,000 2,000 1,000 0 2006 2007 2008 2009 3Q 2010 10 Historical Financial Summary Operating Income [1] Revenues [1] 4,000 3,000 3,174 500 3,338 400 2,525 2,432 1,864 2,000 377 278 300 200 1,000 256 188 125 100 0 0 2007 2008 2009 3Q 2009 YTD 3Q 2010 YTD 2007 2008 2009 3Q 2009 YTD 3Q 2010 YTD [1] Fiscal year ended 2007 – 2009 represents pro forma financial information from August 4, 2010 Form 8-K; year-to-date represents earnings per share from continuing operations [2] Fiscal year ended 2007 – 2009 represents capital expenditures for Offshore Oil & Gas Construction segment 11 McDermott Financial Snapshot 2009 Operating Results Revenues $6,193 million Common Stock Information [2] Recent price/share $23.79 Operating Income $546,496 million Shares Outstanding 233.45 million Earnings per share Market Capitalization $5,553.75 billion 52 week trading range $9.94 - $24.00 Net cash (debt) [1] $72,984 million Daily volume average 1,410,000 [1] See Appendix A for additional detail [2] As of February 17, 2011 Backlog $1.66 $8,111 million 12 Risk Management Overview 13 Risk Primer Analysis Design Strategy Disclosure Avoidance Monitor “Risk” is an uncertain event that may prevent or slow the achievement of the goals and objectives of the Company The goal of risk management (at least according to McD) is to: Facilitate the achievement of Company goals Through the creation of a sophisticated risk culture That systematically identifies and appropriately treats risk at all levels of the Company By employing the risk treatment process Design Strategy Identification Loss Control Financing Implement Strategy 14 Risk Management Process Risk Identification Risk Analysis Review Design Risk Management Strategy Risk Avoidance Loss Control Risk Financing Captives Transfer - Ins Finite ins, retros, etc Transfer - Contract Go bare Debt Implement Strategy 15 Risk Identification - Attitude The view of some: “ But in all my experience, I have never been in any accident…of any sort worth speaking about. I have seen but one vessel in distress in all my years at sea. I never saw a wreck and never have been wrecked nor was I ever in any predicament that threatened to end in disaster of any sort.” -E.J. Smith 1907 16 Risk Identification Your own Experience (trailing): Prior losses Near Misses Your Own Experience (leading) Questionnaires/interviews (labor, staff) Audits (e.g., safety, property, financial controls) The experience of others (leading – at least to you): Trade/industry peer groups (e.g., CII, IMCA) Subject matter experts (e.g., surveyor, lawyers) © Risk Wellness Assessments 17 Risk Wellness Assessments Deliverables: Risk Management Process Executive Summary RWA Report Action Item Registry Risk Wellness Assessment Prevention Review Coverage Evaluation 18 Risk Identification Other Contractor People and Property JRM People and Property Work in Progress The Environment Company People and Property 19 Risk Identification – Sometimes Hard 20 Risk Analysis Think in terms of frequency and severity How often? What is the likelihood? How much? What is the impact? Tools for analyzing risk include: Trend Lines Probability Distributions Benchmarking databases Probable Maximum Loss/Maximum Possible Loss Analysis Simulation and models Claims and near miss reviews Legal analysis of exposures Mapping 21 Risk Analysis – Risk Map 1 2 3 4 5 6 7 8 9 10 Catastrophe 9 10 10 11 4 2 9 1 8 3 7 Challenge 5 6, 13 6 8 5 12 4 3 Distraction Consequence 7 2 • Chart the risks identified in interviews and questionnaires • Where should we start with loss control? • How much should we be willing to spend (not relevant if HSE&S) 1 Improbable Probable Certain Likelihood 22 Risk Treatment Methods Avoidance Do not engage in task/activity Drastic step as revenue = zero Loss Control Steps to decrease frequency and/or severity Examples are safety systems, sprinklers, containment systems Components of an effective loss control system Management commitment – it all starts (and can end) here Procedures - Practices/policies that reduce risk Training – It doesn’t matter if no one knows Behavior – Need to have rewards and accountability to drive the correct behavior Communication – Need to talk and walk, share results and updates, etc. 23 Risk Treatment (continued) Financing (not mutually exclusive) Go bare Take as current expense when loss occurs Can use cash or debt to finance Self finance through: Reserves Captives Transfer Loss sensitive/retro programs/profit sharing Pure/guaranteed cost insurance Contractual indemnity from third party 24 Risk Categorization for Financing Low Freq High Severity High Freq High Severity Severity Transfer/Finance via Insurance Avoid Low Freq Low Severity High Freq Low Severity Cost Effective Loss Control or Ignore Retain and Finance via Captive Frequency 25 Risk Financing – The Basics Limits - $$$$$$ Limits based on: • Benchmarking MII Captives: • Calculated exposure • Allow us to avoid “dollar • Historic losses swapping” with insurers • Market capacity • Allow us to control our claims • Cost • Risk transfer from OUs; Captives accept risk for a fixed Low premium with no adjustments Frequency • Premiums based on actuarial Transfer/Finance High analysis, market conditions, Via Insurance and risk factorsSeverity Transfer point determined actuarially and by insurance market’s appetite for risk Risk Retention Financed Via Captives High Frequency Low Severity 26 Other Contractor People and Property • Contractual indemnity with customer and/or contractor • Corporate liability program excess of captive funded SIR • Perhaps project specific CGL Risk Treatment – Real Life JRM People and Property •Contractual indemnity •Backed by naming and waiving to relevant insurance policies (liability, hull, etc.) •Extensive loss control Work in Progress •JRM indemnity from customer •Also CAR coverage •Maybe JRM DIC CAR •Extensive loss control The Environment • Clean up coverage •Liability Coverage •Extensive loss control Company People and Property •Customer Indemnity •If not full, project CGL •Corporate liability excess captive funded SIR and excess project cover 27 28 29 30 31 Piracy Not Really… Modern day Pirates (Pictures of Nigerian Pirates in the Gulf of Aden) 32 Risk Treatment - Piracy Risk Identification and Assessment: London Offshore Consultants to assess vessel readiness ($30K) Control Risk to assess security plan, vessel, & intended route ($20K) Naval architect to verify hull integrity ($10K) Medical assessments of riding crew ($32K) Risk Management: Change tow route to decrease racking stress ($200K) Add emergency tow gear, new damage control equipment, and enhanced crew safety equipment (e.g., new survival suits) ($70K) Continuous Wilkens weather forecast($4K) Damage control training for crew and add welders to riding crew ($10K) De-mob crew prior to Gulf of Aden ($200K direct and $100K increased tow time) Guys with guns ($400K) Total cost: > $1,100,000 plus internal cost Incidents: Zero 33 Last convoy through the Gulf of Aden (March 2011) Marshal-5 (right) and Marshal 1 (below) providing escort duty to McDermott’s Agile Sea during her transit of the Gulf of Aden. Pictures taken from the bridge of the Agile Sea. 34 The Hardening of the Agile Sea McDermott fortifies its vessels on top of hiring security contractors to ensure a high level of security has been reached. 35 Insurance: Because Loss Control Does not Always Work 36 Insurance: Because of Ingenuity…. 37 Risk Treatment – Role of Insurance The view of some (per Cecil Beaton): Americans have an abiding belief in their ability to control reality by purely material means... airline insurance replaces the fear of death with the comforting prospect of cash. McDermott’s (current) view: Use only to finance low frequency, high severity losses The less you use it, the happier everyone is Growing bias towards retaining risk Down Low – avoid dollar swapping with insurers Quota share – skin in game Invest in loss control - not in insurers 38 Excess Liability and Captive Program 1992 cost of $24.04 per $1K revenue $90,000,000 E xc e s s T ra ns f e r P re m ium s 2008(f) cost of $6.43 per $1K revenue $80,000,000 $70,000,000 C a pt iv e P re m ium 2 0 0 8 C a pt iv e P ro gra m s E xpe ns e s & <$ 2 M M R is k T ra ns f e r Difference of $102.9M $60,000,000 HIGH $ 82.2M $50,000,000 2008 $ 37.5M $40,000,000 $30,000,000 $20,000,000 $10,000,000 39 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 ew 99 1999 1998 1997 1996 1995 1994 1993 1992 $0 Insurance Programs Diversity of MII’s operations drive diversity and complexity of insurance programs Currently approx. 32 different insurance policies in place Most are placed at the McD level on behalf of it and its subs Cumulative annual premium spend of approx. $20M for risk transfer Also self finance SIRs on most programs through captives with annual “spend” of approx. $10M Tendency to be very conservative Higher limits vis-à-vis peers Very stable markets with focus on long term relationships Conservative reserving for captives Lockton is our universal Broker 40 Synopsis of Major Insurance Programs Limits Cost Liability/Third Party Property/First Party Primary Casualty Captives finance most workers comp, auto and general liability up to attachment point of excess programs $2mm $10mm Directors & Officers Protects D’s & O’s and the Company for “Wrongful Acts “committed in fulfilling duties $150mm - side A 115mm - Side B $1.4mm Employment Practices Protects against claims by employees for discrimination, sexual harassment or other employment related allegations 10mm xs & 15mm 38.4K & 81.9K Fiduciary Liability Protects against breach of fiduciary duty claims in regards to Company’s sponsored Employee Benefit Plans $40mm $192K Aircraft/ Aviation Non-owned for chartered aircraft; Owned or fractional ownership aircraft $10mm & $100mm $121.6 K & $10K Excess Liability Excess coverage on General Liab; Auto Liab; Employers Liability, certain Marine Insurance (e.g. MEL, Wreck Removal, P&I), Non – Owned Aircraft Liab $500mm $4.7mm Terrorism Separate terrorism liability placement $100mm $230K Secunda P&I Club Covers vessel related risk including crew liability, vessel liability, and wreck removal Circa $7B $710K Global Property Covers all risks of direct physical loss or damage from any external cause, except as excluded or limited (e.g., flood and named windstorm) $250mm $910K Marine Insurance Covers physical loss or damage to Hull or Contractors Equipment; loss of hire, and other incidental marine risks (e.g., Lift/Loading Risk; Construction/Installation) Fleet value $1B Plus LOH & ROW $7.6mm Cargo J Ray programs covering loss or damage to shipments Terrorism Separate property coverage for terrorism losses As declared $200mm $112.5K Example: EPL Limit Benchmarking – This allows us to price against the Market to make sure we are getting accurate pricing from insurers and the market. 42 Insurance Industry: Market Participation London Market Casualty Program Marine Program Property Terrorism Risk Appetite: Primary Domestic Distaste 43 Insurance Industry: Market Participation Domestic Market Financial Products Property Risk Appetite: Primary Marine Distaste 44 Insurance Industry: Market Participation Bermuda Market Excess Casualty Risk Appetite: High Limits and Large Capacity High Excess Layers 45 Captive Boudin MII McDermott Cayman, Ltd. Boudin Assets $50,865 Liabilities $35,115 Retained Earnings $12,802 Net Inc 2010 $2,314 46 Captives • Captives used to fund self-insured retentions for WC, General Liability, and Auto Liability • Max per occurrence $2mm • Annual “premiums” total $10mm • Consolidated captives for: decrease admin cost, and increase ability to retain risk Captive Benefits • McD makes almost all claim decisions • Pre-fund losses (through actuary) so premium can be invested, Investment income helps to defray claim costs • Allows us to retain risk in hard markets • Favorable tax treatment (e.g. Bermuda) • Fewer regulatory restrictions and better access to reinsurance • Possible accumulation of cash reserves 47 Captives Cont. Fronting Insurer • Captives typically are not admitted insurers by states. Therefore, a fronting insurer is needed to: • Provide evidence of Insurance • Administer and Pay claims (later reimbursed) • May or may not accept risk of claims at certain levels How do McDermott’s Captives Work? • Ace (our Fronting Insurer) agrees to evidence coverage to employee’s and third parties above a deductible and up to a limit • Ace also pays claims and is reimbursed the amounts paid within McD’s Deductible • The captives are funded by the data from analysis done by 3rd party actuaries and industry trends • These use law of large numbers and macro trends, not individual claims 48 Be Careful What You Buy A Case Study in Risk Retention Historically, and with the exception of domestic GL liability, we transferred through insurance number of certain casualty risks below $2M For example, we bought: Auto liability cover above $250K domestic and $100K foreign Foreign GL cover above $1.5M Workers Comp above $1M non-Ohio and $750K Ohio 49 A Case Study in Risk Retention 2,500,000 ACE or London X/S 2,000,000 Dollars 1,500,000 1,000,000 500,000 0 Ohio W/C Non Ohio W/C Domestic Auto Domestic GL Retention MEL Foreign GL Foreign WC Foreign Auto Transfer 50 Be Careful What You Buy The issue: from 1999 through 2008, we have paid approx. $18M in premiums to transfer these risks, during which time insurers have paid out approx. $1M in claims Total of 3 losses with 2 of them very minor and one serious Net underwriting profit of about $17M or $1.9M per year Calculations do not include time value of money which would bolster profits given the delays in pay out on claims CIRM proposed we retain these risks in the captives rather than transferring them Significant savings to company since the change 51 Inside a Risk Management Department 52 Risk management Group 53 Year over Year Insurance Cost • We need to track how we are doing as stewards of the Company’s resources • Here we look at insurance cost in relation to the amounts of coverage we are buying, or our “Rate per Mill” $35,000,000 8,349 9,000 7,930 8,000 $30,000,000 7,000 $25,000,000 5,776 4,875 6,000 5,115 4,923 $20,000,000 5,000 4,000 $15,000,000 Property Marine Package Other-FloaTec, Aircraft… FinPro Excess Liability Primary Risk Transfer 3,000 Captive 2,000 MII Corp $10,000,000 Cost per $100000 of Limits $5,000,000 1,000 $0 0 2005 Prem. ($mm) 23.6 2006 2007 2008 2009 2010 25.4 29.4 28.6 30.1 2.5 3.8 3.4 2.7 (F) 5.86 5.89 5.81 Rev. ($B) 1.2 1.6 Limit ($B) 2.83 3.19 5.09 28.6 54 Premium per $1K of Revenue • Here we look at insurance cost in relation to our revenue • It shoes an uptick in our cost of insurance per $1K of revenue because our insurance cost we basically consent while our revenue decreased • We could have purchased less coverage but elected not to $25.00 $35,000,000 $30,000,000 $25,000,000 $20.00 $19.07 $15.76 $15.00 $20,000,000 $7.48 $10.00 $8.87 Marine Package Other-FloaTec, Aircraft… FinPro Excess Liability $10.38 $12.00 $15,000,000 Property $10,000,000 Primary Risk Transfer Captive $5.00 $5,000,000 MII Corp $0.00 $0 2005 2006 2007 Year 2008 2009 Cost per $1000 Revenue 2010 55 Claim Analysis MII total CGL claims: 2005 – 49 2006 – 9 2007 - 21 2008 – 12 2009 – 5 2010YTD – 0 $1,800,000 $1,600,000 $1,400,000 $1,200,000 $1,000,000 Percent of claims since 2000 below*: $250K – 97.21% $500K – 97.77% $1mm – 100% 56 $2,000,000 $800,000 $600,000 $400,000 $200,000 $0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010YTD Largest Single Claim* * Based on actual cost or current reserve Time For Video Break 57 Enterprise Risk Management 58 What Do We Seek to Accomplish and Why? Question: What do we want to achieve with our ERM Process? Why do this? Answer: The Company wants to anticipate surprises and avoid them or lessen their impact so that we achieve our goals; we need to reduce uncertainty External Drivers: Credit rating agencies, outside auditor, customer requirements, etc. 59 McDermott ERM Mission Statement To facilitate achievement of Company goals through the creation of a sophisticated risk culture that systematically identifies and appropriately treats risk at all levels of the Company 60 A Few Enterprise Risks We Face Revenue and Income Volatility Operational Disruptions Project Management Financial Controls Supply Chain Information and Technology Geopolitical Strategic Market and Customer Regulatory and Environmental Compliance Many others Controlled, not controlled, or uncontrollable? Which to accept and which to avoid? Who owns risks? 61 Operational Risks Development Supply Chain Discovery Sourcing • Quality • Security of Supply Patents Patents Diversity • Sourcing • Attrition Attrition Certification • Supplier • Tariffs • Ethical Production • Political Issues • Regulatory Adherence • Port Security • Transportation Costs • Product Tampering • Labor Shutdowns • Terrorism Partnering Customer Needs Project Lead Time Country of Origin Political Issues Manufacturing Production • Labor Relations • Transportation Costs • Warehousing • Product Safety • Logistics • Fleet Security • Product Tracking • Inventory Control Marketing Marketing • Competitors • Brand Protection • Reputation • Customer Trends • Emerging Social Issues Sales & Marketing Practices Product Pricing Site Acquisition Sales Sales • Transaction Control • Turnover • Labor Relations • Compliance Execution • Regulatory • Facility Closures Customer Needs Media Pressures Government Relations Cross-Organizational Risks • Leadership Human • Leadership Human Capital • Decision - making • Decision Making Resources • Communication • Communication • Skills/Competencies • Skills/Competencies • Accountability • Accountability Change Readiness • •Change Readiness Hiring/Retention • Empowerment Global Diversity • •Hiring/Retention •• Diversity • Empowerment • Human Rights •• Culture Culture • • Succession Plans • Human Rights Succession Plans Finance Finance • Loss • Treasury Operations • Treasury Operations • Loss of of Revenues/Earnings • Insurance Revenues/Earnings • Insurance • • •Capital Market Allocation •Tax Tax Payments Payments •• •• Integrity Integrity • Reputation/ Industry &• Ethics/Social • Ethics/Social • Reputation/ Industry Company Responsibility • Responsibility Company & • • •Conflict Conflict of ofInterest Interest •Fraud Fraud • Lack of Business Process • Organizational Model • Lack of Bus Process • Organizational Model • Lack of SOPs • Lack of SOPs • Change Response ActsActs •• Unauthorized Unauthorized • Consistency •• Applications Applications of of Lessons Learned Lessons Learned • Business Model • Business Model Strategic Plan • •Strategic Plan Execution • Execution • Political/ Government Environmental Health • •Environmental, and Safety Health, and Safety • SEC/ Disclosures • Health Authority • Local/Federal • SEC/ Disclosures Reporting • Reporting Process Process Strategy Strategy Regulatory/ • Regulatory Compliance • Compliance Regulatory Regulatory/Legal • Legal • Information Information • Technology Technology • Strategic Plan • Strategic Plan Development • Development • Compliance Network/ • Governance/ • Governance/ Compliance Network/ Infrastructure Oversight Infrastructure Oversight • Product Liability Product Liability • Stakeholder Class • Stakeholder Class Actions • Actions Business Continuity Security/Access • Data Security/Access • Business Continuity • Data Data Integrity • Reliability • Data Integrity • Reliability • Physical Security Miscellaneous • Physical Security Miscellaneous • Crisis Management • Crisis Management • Change Response • • •Regulatory/Legal Regulatory/Legal Controls Controls Availability • • Availability Capacity • • Capacity • •Media Media Financial Reporting • Cash Flow • Liquidity Financial Reporting • Liquidity • Cash Flow Debt Rating • Currency Debt Rating • Currency• Credit • Credit • Operational Execution • Political/ Government • Customer Damage Lawsuits • Interest Group Lawsuits •• Infrastructure Infrastructure •• Ecommerce E-commerce • Knowledge Management Management • Knowledge • Management Reporting • Management Reporting • Shareholder Relations • Shareholder Relations 62 2011 survey results The risk map utilizes impact and likelihood scores to depict which risks have high inherent risk and may require further management attention 10.0 9.0 O 8.0 T Major 7+ E Impact K C R N 7.0 D H I S A B L F J Q M P 6.0 Moderate 5 5.0 U G 4.0 Minor 3 3.0 2.0 2.0 3.0 Unlikely - 3 63 4.0 5.0 6.0 Likely – 7+ Possible - 5 Likelihood 7.0 8.0 2011 survey results Management gap analysis provides insight into which risks may not be receiving sufficient management attention by examining residual risk. Management effectiveness Inherent risk Catastrophic 9 Major 7 Moderate 5 Minor 3 Minimal 1 9 9 9 Extremely effective 8 8 7 7 7 Strong 6 6 5 4 5 effective 4 3 3 2 2 1 1 0 0 5 Moderately 3 Limited 1 Minimally effective Management Effectiveness Inherent Risk 2011 Focus Risk Inherent risk 7.7 7.3 7.5 8.1 8 7.1 4 8 8 7 7.5 7.4 6.5 7 9 6 7 7 8 8 5 Inherent risk ME 5.4 Gap 2.3 6.3 4 4.1 7 4.6 5 6.4 5 3.7 2.5 5.4 5.5 7 8 6 5.3 6 5 7 5 ME 1 3.5 4 1 2.5 1 1.6 3 3.3 5 2 1 0 1 0 1.7 1 3 1 0 Gap Gap analysis compares the relationship between inherent risk and current risk management effectiveness to determine if a risk is over- or under-managed. Large positive gaps indicate potential under-management and the need to develop a risk response 64 Business Continuity Planning 65 Business Continuity Planning BCP is the process of preparing for disruption to critical business functions It includes project management, risk assessment, impact analysis, strategy development, plan documentation and exercises Driver is the need for business recovery from impacts of a disaster 66 IT-DRP ERP: Emergency Response Plan Event Driven Response (Site Impact) Contamination, Integrations Integrations Bomb-threat, Fire, Earthquake, Depending on event, Wind, the integration Etc. ERP of all plans is possible Integrations CMP: Crisis Management Plan Event Escalation Response (Corporate Impact) Non-physical or physical impacts, Examples: Exxon –Valdez Oil Spill, J&J – Tylenol Tampering IT-DRP: IT Disaster Recovery Plan (Technology - Voice & Data Impact) Network Failure, Sabotage, Virus, Physical Loss of Systems, etc. BCP Integrations CMP BCP: Business Continuity Time Driven Response (Site and Business and Image Impact) Infrastructure Disruptions, Business Unit Disruptions, Department Disruptions (Failure to deliver product or service) 67 Disaster Management Continuum Pre-Loss • Risk Identification • Risk Assessment • Loss Modeling • Business Impact Analysis • Loss Control • Business Continuity Mgmt • Training and Testing • Risk Financing Decisions Post-Loss • Loss Notification • Event Stabilization • Impact Mitigation • Business Restoration • Insurance Claim • Preparation • Submission • Recovery 68 Executives / Process Owners Activity Level Control Teams BCP Response Protocols (Intensity) BCP Emergency Response Crisis Management Business & IT Restoration Normalization (Full Recovery) 69 Salvage & Recovery McDermott Risk Management and Insurance Department 70