Seacor (CKH) 10-Q 2014 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 ________________________________________

FORM 10-Q

________________________________________ 

(Mark One)

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

For the quarterly period ended June 30, 2014              or             

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

For the transition period from              to             

Commission file number 1-12289

SEACOR Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

________________________________________ 

Delaware	13-3542736
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
2200 Eller Drive, P.O. Box 13038,
Fort Lauderdale, Florida	33316
(Address of Principal Executive Offices)	(Zip Code)

954-523-2200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

________________________________________ 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ (Do not check if a smaller reporting company) Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  ý

The total number of shares of common stock, par value $.01 per share, outstanding as of July 29, 2014 was 19,822,438. The Registrant has no other class of common stock outstanding.

SEACOR HOLDINGS INC.

Table of Contents

Part I.	Financial Information		1
	Item 1.	Financial Statements (Unaudited)	1
		Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	1
		Condensed Consolidated Statements of Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013	1
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013	2
		Condensed Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2014	3
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013	4
		Notes to Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
	Item 4.	Controls and Procedures	43
Part II.	Other Information		44
	Item 1.	Legal Proceedings	44
	Item 1A.	Risk Factors	44
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
	Item 3.	Default Upon Senior Securities	44
	Item 4.	Mine Safety Disclosures	44
	Item 5.	Other Information	44
	Item 6.	Exhibits	45

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data, unaudited)
	June 30, 2014			December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	453,415		$	527,435
Restricted cash	14,346			12,175
Marketable securities	33,275			24,292
Receivables:
Trade, net of allowance for doubtful accounts of $2,260 and $1,162 in 2014 and 2013, respectively	198,768			215,768
Other	50,571			48,181
Inventories	20,207			27,615
Deferred income taxes	116			116
Prepaid expenses and other	12,837			6,701
Total current assets	783,535			862,283
Property and Equipment:
Historical cost	2,216,627			2,199,183
Accumulated depreciation	(888,442		)	(866,330		)
	1,328,185			1,332,853
Construction in progress	297,523			143,482
Net property and equipment	1,625,708			1,476,335
Investments, at Equity, and Advances to 50% or Less Owned Companies	484,164			440,853
Construction Reserve Funds & Title XI Reserve Funds	324,856			261,739
Goodwill	18,012			17,985
Intangible Assets, Net	10,754			12,423
Other Assets	48,964			44,615
	$	3,295,993		$	3,116,233
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	43,557		$	45,323
Accounts payable and accrued expenses	87,235			85,477
Other current liabilities	119,501			123,619
Total current liabilities	250,293			254,419
Long-Term Debt	830,303			834,118
Deferred Income Taxes	456,403			457,827
Deferred Gains and Other Liabilities	175,229			144,441
Total liabilities	1,712,228			1,690,805
Equity:
SEACOR Holdings Inc. stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued nor outstanding	—			—
Common stock, $.01 par value, 60,000,000 shares authorized; 37,458,240 and 37,219,201 shares issued in 2014 and 2013, respectively	375			372
Additional paid-in capital	1,479,942			1,394,621
Retained earnings	1,127,846			1,095,270
Shares held in treasury of 17,314,425 and 16,837,113 in 2014 and 2013, respectively, at cost	(1,126,322		)	(1,088,219		)
Accumulated other comprehensive income (loss), net of tax	225			(1,192		)
	1,482,066			1,400,852
Noncontrolling interests in subsidiaries	101,699			24,576
Total equity	1,583,765			1,425,428
	$	3,295,993		$	3,116,233

The accompanying notes are an integral part of these condensed consolidated financial statements

and should be read in conjunction herewith.

SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in thousands, except share data, unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Operating Revenues	$	328,224		$	315,563		$	638,241		$	582,627
Costs and Expenses:
Operating	231,906			240,113			450,882			441,026
Administrative and general	34,686			34,718			72,763			70,363
Depreciation and amortization	33,220			33,783			66,612			67,331
	299,812			308,614			590,257			578,720
Gains on Asset Dispositions and Impairments, Net	4,295			12,305			8,973			14,320
Operating Income	32,707			19,254			56,957			18,227
Other Income (Expense):
Interest income	6,030			3,218			10,073			6,385
Interest expense	(10,458		)	(7,922		)	(21,861		)	(20,762		)
Marketable security gains, net	731			6,557			5,801			10,552
Derivative gains (losses), net	94			(825		)	(143		)	(2,932		)
Foreign currency gains (losses), net	1,720			(916		)	1,521			(4,927		)
Other, net	10,213			195			6,558			198
	8,330			307			1,949			(11,486		)
Income from Continuing Operations Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies	41,037			19,561			58,906			6,741
Income Tax Expense	13,000			7,975			19,375			5,322
Income from Continuing Operations Before Equity in Earnings (Losses) of 50% or Less Owned Companies	28,037			11,586			39,531			1,419
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	(512		)	7,710			1,709			6,841
Income from Continuing Operations	27,525			19,296			41,240			8,260
Loss from Discontinued Operations, Net of Tax	—			—			—			(10,325		)
Net Income (Loss)	27,525			19,296			41,240			(2,065		)
Net Income (Loss) attributable to Noncontrolling Interests in Subsidiaries	6,458			25			8,664			(348		)
Net Income (Loss) attributable to SEACOR Holdings Inc.	$	21,067		$	19,271		$	32,576		$	(1,717	)
Net Income (Loss) attributable to SEACOR Holdings Inc.:
Continuing operations	$	21,067		$	19,271		$	32,576		$	8,508
Discontinued operations	—			—			—			(10,225		)
	$	21,067		$	19,271		$	32,576		$	(1,717	)
Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
Continuing operations	$	1.05		$	0.97		$	1.62		$	0.43
Discontinued operations	—			—			—			(0.52		)
	$	1.05		$	0.97		$	1.62		$	(0.09	)
Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
Continuing operations	$	0.98		$	0.91		$	1.58		$	0.42
Discontinued operations	—			—			—			(0.51		)
	$	0.98		$	0.91		$	1.58		$	(0.09	)
Weighted Average Common Shares Outstanding:
Basic	19,989,402			19,825,229			20,049,056			19,782,318
Diluted	24,584,494			24,392,312			24,665,869			20,114,904

The accompanying notes are an integral part of these condensed consolidated financial statements

and should be read in conjunction herewith.

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SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net Income (Loss)	$	27,525		$	19,296		$	41,240		$	(2,065	)
Other Comprehensive Income (Loss):
Foreign currency translation gains (losses)	1,826			(340		)	2,238			(4,538		)
Reclassification of foreign currency translation gains to foreign currency gains (losses), net	(11		)	—			(11		)	—
Derivative gains (losses) on cash flow hedges	50			331			(23		)	380
Reclassification of derivative losses on cash flow hedges to equity in earnings (losses) of 50% or less owned companies	102			151			215			318
	1,967			142			2,419			(3,840		)
Income tax (expense) benefit	(621		)	(41		)	(763		)	1,186
	1,346			101			1,656			(2,654		)
Comprehensive Income (Loss)	28,871			19,397			42,896			(4,719		)
Comprehensive Income (Loss) attributable to Noncontrolling Interests in Subsidiaries	6,650			48			8,903			(800		)
Comprehensive Income (Loss) attributable to SEACOR Holdings Inc.	$	22,221		$	19,349		$	33,993		$	(3,919	)

The accompanying notes are an integral part of these condensed consolidated financial statements

and should be read in conjunction herewith.

2

SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands, unaudited)
	SEACOR Holdings Inc. Stockholders’ Equity													Non- Controlling Interests In Subsidiaries			Total Equity
	Common Stock		Additional Paid-In Capital			Retained Earnings		Shares Held In Treasury			Accumulated Other Comprehensive Loss
December 31, 2013	$	372	$	1,394,621		$	1,095,270	$	(1,088,219	)	$	(1,192	)	$	24,576		$	1,425,428
Issuance of common stock:
Employee Stock Purchase Plan	—		—			—		1,201			—			—			1,201
Exercise of stock options	1		4,915			—		—			—			—			4,916
Director stock awards	—		103			—		—			—			—			103
Restricted stock	2		168			—		—			—			—			170
Purchase of treasury shares	—		—			—		(39,221		)	—			—			(39,221		)
Amortization of share awards	—		6,484			—		—			—			—			6,484
Cancellation of restricted stock	—		83			—		(83		)	—			—			—
Purchase of subsidiary shares from noncontrolling interests	—		(1,242		)	—		—			—			(1,868		)	(3,110		)
Issuance of noncontrolling interests, net of issue costs	—		74,810			—		—			—			70,880			145,690
Dividends paid to noncontrolling interests	—		—			—		—			—			(792		)	(792		)
Net income	—		—			32,576		—			—			8,664			41,240
Other comprehensive income	—		—			—		—			1,417			239			1,656
Six months ended June 30, 2014	$	375	$	1,479,942		$	1,127,846	$	(1,126,322	)	$	225		$	101,699		$	1,583,765

The accompanying notes are an integral part of these consolidated financial statements

and should be read in conjunction herewith.

3

SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)
	Six Months Ended June 30,
	2014			2013
Net Cash Provided by Operating Activities of Continuing Operations	$	107,866		$	78,235
Cash Flows from Investing Activities of Continuing Operations:
Purchases of property and equipment	(273,669		)	(87,931		)
Proceeds from disposition of property and equipment	78,039			125,432
Investments in and advances to 50% or less owned companies	(21,464		)	(26,822		)
Return of investments and advances from 50% or less owned companies	10,013			8,315
(Issuances of) payments received on third party leases and notes receivable, net	(6,377		)	6,240
Net (increase) decrease in restricted cash	(2,171		)	11,509
Net (increase) decrease in construction reserve funds and Title XI reserve funds	(63,117		)	45,254
Business acquisitions, net of cash acquired	—			(10,540		)
Net cash provided by (used in) investing activities of continuing operations	(278,746		)	71,457
Cash Flows from Financing Activities of Continuing Operations:
Payments on long-term debt and capital lease obligations	(7,226		)	(10,027		)
Net (repayments) borrowings under inventory financing arrangements	(6,294		)	2,365
Proceeds from issuance of long-term debt	6			6
Common stock acquired for treasury	(39,221		)	—
Share award settlements for Era Group employees and directors	—			(357		)
Proceeds and tax benefits from share award plans	6,288			8,779
Issuance of noncontrolling interests, net of issue costs	145,116			40
Purchase of subsidiary shares from noncontrolling interests	(2,090		)	—
Dividends paid to noncontrolling interests	(792		)	(3,276		)
Net cash provided by (used in) financing activities of continuing operations	95,787			(2,470		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	1,073			(2,565		)
Net Increase (Decrease) in Cash and Cash Equivalents from Continuing Operations	(74,020		)	144,657
Cash Flows from Discontinued Operations:
Operating Activities	—			24,298
Investing Activities	—			(8,502		)
Financing Activities	—			(14,017		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			143
Net Increase in Cash and Cash Equivalents from Discontinued Operations	—			1,922
Net Increase (Decrease) in Cash and Cash Equivalents	(74,020		)	146,579
Cash and Cash Equivalents, Beginning of Period	527,435			248,204
Cash and Cash Equivalents, End of Period	$	453,415		$	394,783

The accompanying notes are an integral part of these condensed consolidated financial statements

and should be read in conjunction herewith.

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SEACOR HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICY

The condensed consolidated financial information for the three and six months ended June 30, 2014 and 2013 has been prepared by the Company and has not been audited by its independent registered public accounting firm. The condensed consolidated financial statements include the accounts of SEACOR Holdings Inc. and its consolidated subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the Company’s financial position as of June 30, 2014, its results of operations for the three and six months ended June 30, 2014 and 2013, its comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013, its changes in equity for the six months ended June 30, 2014, and its cash flows for the six months ended June 30, 2014 and 2013. Results of operations for the interim periods presented are not necessarily indicative of operating results for the full year or any future periods.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Unless the context otherwise indicates, any reference in this Quarterly Report on Form 10-Q to the “Company” refers to SEACOR Holdings Inc. and its consolidated subsidiaries and any reference in this Quarterly Report on Form 10-Q to “SEACOR” refers to SEACOR Holdings Inc. Capitalized terms used and not specifically defined herein have the same meaning as such defined terms used in the Company's Annual report on Form 10-K for the year ended December 31, 2013.

Discontinued Operations (see Note 15). The Company reports disposed businesses as discontinued operations when it has no continuing interest in the business. Discontinued operations includes the historical financial position, results of operations and cash flows of the operations previously reported as discontinued in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met. Deferred revenues, included in other current liabilities, for the six months ended June 30, were as follows (in thousands):

	2014		2013
Balance at beginning of period	$	6,592	$	6,592
Revenues deferred during the period	202		—
Balance at end of period	$	6,794	$	6,592

As of June 30, 2014 and 2013, the Company's deferred revenues related to the time charter of several offshore support vessels scheduled to be paid through the conveyance of an overriding royalty interest (the "Conveyance") in developmental oil and gas producing properties operated by a customer in the U.S. Gulf of Mexico. Payments under the Conveyance, and the timing of such payments, were contingent upon production and energy sale prices. On August 17, 2012, the customer filed a voluntary petition for chapter 11 bankruptcy, which was converted to chapter 7 in June 2014. The Company is vigorously defending its interest in connection with the bankruptcy filing; however, payments received under the Conveyance subsequent to August 17, 2012 and during the 90 days prior to the filing are subject to bankruptcy court approval. The Company will recognize revenues as approved by the bankruptcy court. All costs and expenses related to these charters were recognized as incurred.

5

Accumulated Other Comprehensive Income (Loss). The components of accumulated other comprehensive income (loss) were as follows:

	SEACOR Holdings Inc. Stockholders' Equity												Noncontrolling Interests
	Foreign Currency Translation Adjustments			Derivative Losses on Cash Flow Hedges, net			Other			Total			Foreign Currency Translation Adjustments		Other			Other Comprehensive Income
December 31, 2013	$	(927	)	$	(257	)	$	(8	)	$	(1,192	)	$	395	$	(5	)
Other comprehensive income	1,988			192			—			2,180			239		—			$	2,419
Income tax expense	(696		)	(67		)	—			(763		)	—		—			(763		)
Six months ended June 30, 2014	$	365		$	(132	)	$	(8	)	$	225		$	634	$	(5	)	$	1,656

New Accounting Pronouncement. On May 28, 2014, the Financial Accounting Standards Board issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principal of the new standard is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard is effective for annual and interim periods beginning after December 15, 2016 and early adoption is prohibited. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.

Reclassifications. Certain reclassifications of prior period information have been made to conform to the presentation of the current period information. These reclassifications had no effect on net income as previously reported.

2. FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company’s financial assets and liabilities as of June 30, 2014 that are measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3
ASSETS
Marketable securities(1)	$	33,275	$	—	$	—
Derivative instruments (included in other receivables)	2,012		4,442		—
Construction reserve funds and Title XI reserve funds	324,856		—		—
LIABILITIES
Short sale of marketable securities (included in other current liabilities)	10,061		—		—
Derivative instruments (included in other current liabilities)	2,043		1,016		—

 ______________________

(1) Marketable security gains, net include unrealized gains of $0.7 million and $6.5 million for the three months ended June 30, 2014 and 2013, respectively, related to marketable security positions held by the Company as of June 30, 2014. Marketable security gains, net include unrealized gains of $5.7 million and $10.5 million for the six months ended June 30, 2014 and 2013, respectively, related to marketable security positions held by the Company as of June 30, 2014.

6

The estimated fair values of the Company’s other financial assets and liabilities as of June 30, 2014 were as follows (in thousands):

			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
ASSETS
Cash, cash equivalents and restricted cash	$	467,761	$	467,761	$	—	$	—
Investments, at cost, in 50% or less owned companies (included in other   assets)	9,331		see below
Notes receivable from third parties (included in other receivables and other assets)	20,228		see below
LIABILITIES
Long-term debt, including current portion(1)	873,860		—		1,055,228		—

______________________

(1) The estimated fair value includes the conversion options on the Company's 2.5% and 3.0% Convertible Senior Notes.

The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company’s long-term debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. It was not practicable to estimate the fair value of the Company’s investments, at cost, in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. It was not practicable to estimate the fair value of the Company’s notes receivable from third parties as the overall returns are uncertain due to certain provisions for additional payments contingent upon future events. Considerable judgment was required in developing certain of the estimates of fair value and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The Company’s non-financial assets and liabilities that were measured at fair value during the six months ended June 30, 2014 were as follows (in thousands):

	Level 1		Level 2		Level 3
ASSETS
Long-lived assets held for sale(1)	$	—	$	11,700	$	—

______________________

(1) During the six months ended June 30, 2014, the Company recognized impairment charges of $3.9 million related to two aircraft following the adjustment of their carrying value to fair value based on the expected sales price of each.

3. DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Derivative instruments are classified as either assets or liabilities based on their individual fair values. Derivative assets and liabilities are included in other receivables and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets. The fair values of the Company’s derivative instruments as of June 30, 2014 were as follows (in thousands):

	Derivative Asset		Derivative Liability
Forward currency exchange, option and future contracts	$	92	$	60
Interest rate swap agreements	—		998
Commodity swap, option and future contracts:
Exchange traded	2,012		1,983
Non-exchange traded	4,350		18
	$	6,454	$	3,059

Cash Flow Hedges. As of June 30, 2014, the Company had no interest rate swap agreements designated as cash flow hedges. As of June 30, 2014, one of the Company’s Offshore Marine Services 50% or less owned companies had an interest rate swap agreement maturing in 2015 that has been designated as a cash flow hedge. This instrument calls for this company to pay a fixed interest rate of 1.48% on the amortized notional value of $16.1 million and receive a variable interest rate based on LIBOR on the amortized notional value. Subsequent to June 30, 2014, this interest rate swap was dedesignated. As of June 30, 2014, one of the Company’s Inland River Services 50% or less owned companies had two interest rate swap agreements with maturities in 2015 that have been designated as cash flow hedges. These instruments call for this company to pay fixed rates of interest ranging

7

from 1.53% to 1.62% on the aggregate amortized notional value of $18.8 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. Additionally, as of June 30, 2014, one of the Company’s Shipping Services 50% or less owned companies had an interest rate swap agreement maturing in 2017 that has been designated as a cash flow hedge. The instrument calls for this company to pay a fixed interest rate of 2.79% on the amortized notional value of $36.2 million and received a variable interest rate based on LIBOR on the amortized notional value. By entering into these interest rate swap agreements, the Company's 50% or less owned companies have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.

Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the six months ended June 30 as follows (in thousands):

	2014			2013
Options on equities and equity indices	$	22		$	(3,012	)
Forward currency exchange, option and future contracts	187			(592		)
Interest rate swap agreements	(135		)	237
Commodity swap, option and future contracts:
Exchange traded	950			(821		)
Non-exchange traded	(1,167		)	1,256
	$	(143	)	$	(2,932	)

The Company holds positions in publicly traded equity options that convey the right or obligation to engage in a future transaction on the underlying equity security or index. The Company’s investment in equity options primarily includes positions in energy, marine, transportation and other related businesses. These contracts are typically entered into to mitigate the risk of changes in the market value of marketable security positions that the Company is either about to acquire, has acquired or is about to dispose of.

The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. As of June 30, 2014, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $4.7 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the United States. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months.

The Company has entered into various interest rate swap agreements with maturities ranging from 2014 through 2018 that call for the Company to pay fixed interest rates ranging from 3.00% to 3.05% on an aggregate amortized notional value of $34.5 million and receive a variable interest rate based on LIBOR or Euribor on these aggregate amortized notional values. As of June 30, 2014, one of the Company’s Offshore Marine Services 50% or less owned companies has an interest rate swap agreement maturing in 2018 that calls for this company to pay a fixed interest rate of 1.30% on the amortized notional value of $98.3 million and receive a variable interest rate based on LIBOR on the amortized notional value. Additionally, another one of the Company's Offshore Marine Services 50% or less owned companies has two interest rate swap agreements maturing in 2020 that call for this company to pay fixed interest rates ranging from 1.89% to 2.27% on the aggregate amortized notional value of $24.9 million and receive a variable interest rate based on LIBOR on the amortized notional value. As of June 30, 2014, one of the Company's Shipping Services 50% or less owned companies has six interest rate swap agreements with maturities ranging from 2018 to 2020 that call for this company to pay fixed rates of interest ranging from 2.96% to 5.40% on the aggregate amortized notional value of $126.0 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. The general purpose of these interest rate swap agreements is to provide protection against increases in interest rates, which might lead to higher interest costs for the Company or its 50% or less owned companies.

The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. ICP enters into exchange traded positions (primarily corn) to protect its raw material and finished goods inventory balance from market changes. In the Company’s agricultural commodity trading and logistics business, fixed price future purchase and sale contracts for sugar are included in the Company’s non-exchange traded derivative positions. The Company enters into exchange traded positions to protect these purchase and sale contracts as well as its inventory balances from market changes. As of June 30, 2014, the net market exposure to corn and sugar under these contracts was not material. The Company also enters into exchange traded positions (primarily natural gas, heating oil, crude oil, gasoline, corn and sugar) to provide value to the Company should there be a sustained decline in the price of commodities that could lead to a reduction in the market values and cash flows of the Company’s Offshore Marine Services, Inland River Services and Shipping Services businesses. As of June 30, 2014, none of these types of positions were outstanding.

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4. BUSINESS ACQUISITIONS

C-Lift Acquisition. On June 6, 2013, the Company acquired a controlling interest in C-Lift through the acquisition of its partner's 50% equity interest for $13.3 million in cash. C-Lift owned and operated two liftboats in the U.S. Gulf of Mexico. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis was finalized in March 2014.

Witt O'Brien's. Subsequent to June 30, 2014, the Company acquired a controlling interest in Witt O'Brien's, a global leader in preparedness, crisis management, and disaster response and recovery, through the acquisition of its partner's 45.8% equity interest for $35.4 million (see Note 6).

5. EQUIPMENT ACQUISITIONS, DISPOSITIONS AND DEPRECIATION AND IMPAIRMENT POLICIES

During the six months ended June 30, 2014, capital expenditures were $273.7 million, including $148.3 million of progress payments toward the construction of three U.S.-flag product tankers. Equipment deliveries during the period included two crew boats, one supply boat, one wind farm utility vessel, 65 inland river dry-cargo barges and one inland river towboat.

During the six months ended June 30, 2014, the Company sold five crew boats, three supply boats, one wind farm utility vessel, one U.S.-flag product tanker, which was leased back, one foreign-flag short-sea container/RORO vessel and other property and equipment for net proceeds of $100.9 million ($75.3 million in cash and $25.6 million in seller financing) and gains of $50.6 million, of which $10.2 million were recognized currently and $40.4 million were deferred. In addition, the Company recognized previously deferred gains of $2.7 million. The Company also received deposits of $2.7 million related to future offshore support vessel sales.

The Company has sold certain equipment to its 50% or less owned companies, entered into vessel sale-leaseback transactions with finance companies, and provided seller financing on sales of its equipment to third parties and its 50% or less owned companies. A portion of the gains realized from these transactions were deferred and recorded in deferred gains and other liabilities in the accompanying condensed consolidated balance sheets. Deferred gain activity related to these transactions for the six months ended June 30 was as follows (in thousands):

	2014			2013
Balance at beginning of period	$	124,763		$	111,514
Adjustments to deferred gains arising from asset sales	40,445			2,289
Amortization of deferred gains included in operating expenses as a reduction to rental expense	(7,155		)	(5,192		)
Amortization of deferred gains included in gains on asset dispositions and impairments, net	(2,656		)	(1,431		)
Balance at end of period	$	155,397		$	107,180

Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.

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As of June 30, 2014, the estimated useful life (in years) of each of the Company’s major categories of new equipment was as follows:

Offshore support vessels (excluding wind farm utility)	20
Wind farm utility vessels	10
Inland river dry-cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag product tankers	25
Short-sea Container/RORO(1) vessels	20
Harbor tugs	25
Ocean liquid tank barges	25
Terminal and manufacturing facilities	20

______________________ 

(1) Roll on/Roll off ("RORO").

The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. If the carrying value of the assets is not recoverable, as determined by the estimated undiscounted cash flows, the carrying value of the assets is reduced to fair value. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the six months ended June 30, 2014, the Company recognized impairment charges of $3.9 million related to two aircraft.

6. INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES

Mexmar. Mexmar operates offshore support vessels in Mexico. During the six months ended June 30, 2014, Mexmar purchased two offshore support vessels from the Company for $32.0 million ($6.4 million in cash and $25.6 million in seller financing). During the six months ended June 30, 2014, Mexmar repaid $2.6 million of the seller financing.

OSV Partners. OSV Partners was formed to own and operate six offshore support vessels. During the six months ended June 30, 2014, the Company contributed additional capital of $1.6 million to fund certain capital acquisitions. During the six months ended June 30, 2014, OSV Partners purchased one offshore support vessel from the Company for $13.5 million in cash.

SCFCo Holdings. SCFCo Holdings was established to operate towboats and dry-cargo barges on the Parana-Paraguay Rivers and a terminal facility at Port Ibicuy, Argentina. During the six months ended June 30, 2014, the Company and its partner each contributed additional capital of $12.2 million. As of June 30, 2014, the Company had outstanding loans to SCFCo Holdings of $3.7 million.

SeaJon. SeaJon owns an articulated tug-barge operating in the Great Lakes trade. During the six months ended June 30, 2014, the Company and its partner each contributed additional capital of $1.3 million to fund certain capital acquisitions.

Avion. Avion is a distributor of aircraft and aircraft related parts. During the six months ended June 30, 2014, Avion repaid $4.0 million of outstanding notes to the Company.

Witt-O'Brien's. Witt-O'Brien's is a global leader in preparedness, crisis management, and disaster response and recovery. During the six months ended June 30, 2014, the Company received distributions of $0.8 million from Witt-O'Brien's. Subsequent to June 30, 2014, the Company acquired a controlling interest in Witt-O'Brien's through the acquisition of its partner's 45.8% equity interest for $35.4 million (see Note 4).

Cleancor. On August 20, 2013, CLEANCOR Energy Solutions LLC ("Cleancor") was established to be a full service solution provider delivering clean fuel to end users. During the six months ended June 30, 2014, the Company contributed capital of $4.8 million to Cleancor to fund its start-up operations and provide capital for future investments.

Other. During the six months ended June 30, 2014, the Company received a capital distribution of $2.1 million from one of Inland River Services' 50% or less owned companies, loaned $0.7 million to one of Offshore Marine Services' 50% or less owned companies and contributed capital of $0.2 million and loaned $0.3 million to certain of its industrial aviation businesses in Asia.

Guarantees. The Company has guaranteed the payment of amounts owed by one of its 50% or less owned companies under a vessel charter and has guaranteed amounts owed under banking facilities by certain of its 50% or less owned companies. As of June 30, 2014, the total amount guaranteed by the Company under these arrangements was $15.3 million. In addition, as of June 30, 2014, the Company had uncalled capital commitments to two of its 50% or less owned companies for a total of $2.4

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million. Subsequent to June 30, 2014, the Company's guarantees increased by $19.0 million after certain of the Company's 50% or less owned companies obtained bank financing.

7. COMMITMENTS AND CONTINGENCIES

As of June 30, 2014, the Company's unfunded capital commitments were $412.8 million and included: $86.5 million for 13 offshore support vessels; $1.1 million for two inland river tank barges; $4.6 million for four inland river towboats; $230.2 million for three U.S.-flag product tankers; $78.4 million for one U.S.-flag articulated tug-barge; and $12.0 million for other equipment and improvements. These commitments are payable as follows: $99.7 million is payable during the remainder of 2014; $303.8 million is payable during 2015-2016; and $9.3 million is payable during 2017.

On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by ORM, a subsidiary of the Company prior to the ORM Transaction, during the Deepwater Horizon oil spill response and clean-up in the U.S Gulf of Mexico. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig "Deepwater Horizon", MDL No. 2179 filed in the U.S. District Court for the Eastern District of Louisiana ("MDL"). The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP's Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experienced injuries similar to those of Mr. Wunstell. The Company believes this lawsuit has no merit and will continue to vigorously defend the action and pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM in connection with the Wunstell Action and claims asserted in the MDL, discussed further below. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position, results of operations or cash flows.

On December 15, 2010, ORM and NRC, subsidiaries of the Company prior to the ORM Transaction and SES Business Transaction, respectively, were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The master complaint naming ORM and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against ORM and NRC in the master complaint have no merit and on February 28, 2011, ORM and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that ORM and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that ORM and NRC advanced and directed ORM and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. A schedule for limited discovery and motion practice was established by the Court and, in accordance with that schedule, ORM and NRC filed for summary judgment re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. Those motions were argued on July 13, 2012 and are still pending decision. In addition to the indemnity provided to ORM, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM and NRC in connection with these claims in the MDL. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position, results of operations or cash flows.

Subsequent to the filing of the referenced master complaint, ten additional individual civil actions have been filed in or removed to the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, ORM and/or NRC as defendants or third-party defendants and are part of the overall MDL. By court order, all of these additional individuals' cases have been stayed until further notice. On April 8, 2011, ORM was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-CV-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 13, 2011, the Company was named as a defendant in Mason v. Seacor Marine, LLC, No. 2:11-CV-00826 (E.D. La.), an action in which plaintiff, a former employee, alleges sustaining personal injuries in connection with responding to the explosion and fire, but also in the months thereafter in connection with the clean-up of oil and dispersants while a member of the crew of the M/V Seacor Vanguard. Although the case is subject to the MDL Court’s stay of individual proceedings, the employee moved to sever his case from the MDL on July 16, 2012, which the Court denied on March 5, 2013. The employee filed a motion asking the Court to reconsider, which was denied on May 3, 2013, and the employee filed a Notice of Appeal to the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) on May 22, 2013. On July 24, 2013, the Company filed a motion to dismiss for lack of appellate jurisdiction, which was granted on August 16, 2013. The same company employee has also brought a claim in the M/

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V Seacor Vanguard vessel’s limitation action in the MDL which relates to any actions that may have been taken by vessels owned by the Company to extinguish the fire. On April 15, 2011, ORM and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc. ("BP Exploration"), et al., No. 2:11-CV-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, ORM and NRC were named as defendants in Thomas Edward Black v. BP Exploration, et al., No. 2:11-CV-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-CV-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against ORM and NRC (and the other defendants). Plaintiffs in this matter have since been granted leave to amend their complaint to include 410 additional individual plaintiffs. On October 3, 2012, ORM and NRC were served with a Rule 14(c) Third-Party Complaint by Jambon Supplier II, L.L.C. and Jambon Marine Holdings L.L.C. in their Limitation of Liability action, In the Matter of Jambon Supplier II, L.L.C., et al., No. 2:12-CV-00426 (E.D. La.). This Third-Party Complaint alleges that if claimant David Dinwiddie, who served as a clean-up crewmember aboard the M/V JAMBON SUPPLIER II vessel during the clean-up efforts, was injured as a result of his exposure to dispersants and chemicals during the course and scope of his employment, then said injuries were caused by the third-party defendants. On November 25, 2012, ORM was named as a defendant in Victoria Sanchez v. American Pollution Control Corp. et al., No. 2:12-CV-00164 (E.D. La.), a maritime suit filed by an individual who allegedly participated in the clean-up effort and sustained personal injuries during the course of such employment. On December 17, 2012, the Court unsealed a False Claims Act lawsuit naming ORM as a defendant, Dillon v. BP, PLC et al., No. 2:12-CV-00987 (E.D. La.)., which is a suit by an individual seeking damages and penalties arising from alleged false reports and claims made to the federal government with respect to the amount of oil burned and dispersed during the clean-up. The federal government has declined to intervene in this suit. On April 8, 2013, the Company, ORM, and NRC were named as defendants in William and Dianna Fitzgerald v. BP Exploration et al., No. 2:13-CV-00650 (E.D. La.), which is a suit by a husband and wife whose son allegedly participated in the clean-up effort and became ill as a result of his exposure to oil and dispersants. Finally, on April 17, 2013, ORM was named as a defendant in Danos et al. v. BP America Production Co. et al., No. 2:13-CV-03747 (removed to E.D. La.), which is a suit by eight individuals seeking damages for dispersant exposure either as a result of their work during clean-up operations or as a result of their residence in the Gulf. The Company is unable to estimate the potential exposure, if any, resulting from these matters but believes they are without merit and does not expect that they will have a material effect on its consolidated financial position, results of operations or cash flows.

On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named ORM and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean's own Limitation of Liability Act action, which is part of the overall MDL, tendering to ORM and NRC the claims in the referenced master complaint that have already been asserted against ORM and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., and M-I L.L.C. also filed cross-claims against ORM and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean's Limitation of Liability Act action and ORM and NRC have asserted counterclaims against those same parties for identical relief. Weatherford U.S., L.P. and Weatherford International, Inc. (collectively "Weatherford") had also filed cross-claims against ORM and NRC, but moved to voluntarily dismiss these cross-claims without prejudice on February 8, 2013. The Court granted Weatherford's motion that same day. Transcoean's limitation action, and thus the remainder of the aforementioned cross-claims, remains pending. As indicated above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.

On November 16, 2012, 668 individuals who served as beach clean-up workers in Escambia County, Florida during the Deepwater Horizon oil spill response commenced a civil action in the Circuit Court for the First Judicial Circuit of Florida, in and for Escambia County, Abney et al. v. Plant Performance Services, LLC et al., No. 2012-CA-002947, in which they allege, among other things, that ORM and other defendants engaged in the contamination of Florida waters and beaches in violation of Florida Statutes Chapter 376 and injured the plaintiffs by exposing them to dispersants during the course and scope of their employment. The case was removed to the U.S. District Court for the Northern District of Florida on January 13, 2013, Abney et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00024 (N.D. Fla.), and on January 16, 2013, the United States Judicial Panel on Multidistrict Litigation (“JPML”) issued a Conditional Transfer Order (“CTO”) transferring the case to the MDL, subject to any timely-filed notice of objection from the plaintiffs. Upon receipt of a notice of objection from the plaintiffs, a briefing schedule was set by the JPML, and so a stay of proceedings and suspension of deadlines was sought and obtained by the Court in the U.S. District Court for the Northern District of Florida. Following briefing before the JPML, the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on April 2, 2013. On April 22, 2013, a companion case to this matter was filed in the U.S. District Court for the Northern District of Florida, Abood et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00284 (N.D. Fla.), which alleges identical allegations against the same parties but names an additional 174 plaintiffs, all of whom served as clean-up workers in various Florida counties during the Deepwater Horizon oil spill response.  A CTO was issued by the JPML on May 2, 2013, no objection was filed by the plaintiffs, and the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on May 10, 2013.  By court order,

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both of these matters have been stayed until further notice. The Company is unable to estimate the potential exposure, if any, resulting from these matters but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.

Separately, on March 2, 2012, the Court announced that BP Exploration and BP America Production Company ("BP America") (collectively "BP") and the plaintiffs had reached an agreement on the terms of two proposed class action settlements that will resolve, among other things, plaintiffs' economic loss claims and clean-up related claims against BP. The parties filed their proposed settlement agreements on April 18, 2012 along with motions seeking preliminary approval of the settlements. The Court held a hearing on April 25, 2012 to consider those motions and preliminarily approved both settlements on May 2, 2012. A final fairness hearing took place on November 8, 2012. The Court granted final approval to the Economic and Property Damages Class Action Settlement ("E&P Settlement") on December 21, 2012, and granted final approval to the Medical Benefits Class Action Settlement ("Medical Settlement") on January 11, 2013. Both class action settlements were appealed to the Fifth Circuit. The Fifth Circuit affirmed the MDL Court's decision concerning the E&P Settlement on January 10, 2014, and also affirmed the MDL Court's decision concerning the interpretation of the E&P Settlement with respect to business economic loss claims on March 3, 2014. The appeal of the Medical Settlement, on the other hand, was voluntarily dismissed and the Medical Settlement became effective on February 12, 2014. The deadline for bringing a claim to the Medical Benefits Claims Administrator is one year from the effective date of the Settlement. Although neither the Company, ORM, or NRC are parties to the settlement agreements, the Company, ORM, and NRC are listed as released parties on the releases accompanying both settlement agreements. Consequently, barring any further successful appeal, class members who did not file timely requests for exclusion will be barred from pursuing economic loss, property damage, personal injury, medical monitoring, and/or other released claims against the Company, ORM, and NRC. The Company believes these settlements have reduced the Company and ORM's potential exposure, if any, from some of the pending actions described above, and continues to evaluate the settlements' impacts on these cases.

On January 29, 2013, HEPACO, LLC ("HEPACO"), served a demand for arbitration upon ORM, in which HEPACO claimed that ORM owed HEPACO an additional fee of $20,291,178.92 under the parties' Management Services Agreement (“MSA”), dated June 1, 2010.  HEPACO claimed that the MSA required ORM to pay HEPACO an additional fee of 30% of total charges paid under the MSA ("Surcharge") to compensate HEPACO for U.S. Longshoremen's and Harbor Workers' insurance or Jones Act insurance and related risks attendant to the work when a contract requires labor to be performed over, adjoining and/or in water. On June 23, 2014, ORM and HEPACO entered into an agreement to settle HEPACO's claims in the arbitration without a material impact to the Company's results of operations or cash flows and, on July 2, 2014, the HEPACO arbitration was dismissed with prejudice.

ORM is defending against two collective action lawsuits, each asserting failure to pay overtime with respect to individuals who provided service on the Deepwater Horizon oil spill response (the “DPH FLSA Actions”) under the Fair Labor Standards Act (“FLSA”).  These cases, Dennis Prejean v. O'Brien's Response Management Inc. (E.D. La., Case No.: 2:12-cv-01045) (the “Prejean Action”) and Himmerite et al. v. O'Brien's Response Management Inc. et al. (E.D. La., Case No.: 2:12-cv-01533) (the “Himmerite Action”), were each brought on behalf of certain individuals who worked on the Deepwater Horizon oil spill response and who were classified as independent contractors.  The Prejean and Himmerite Actions were each filed in the United States District Court for the Eastern District of Louisiana and then subsequently consolidated with the overall MDL, in which the Himmerite Action was stayed pursuant to procedures of the MDL.  However, both the Prejean and Himmerite Actions were severed from the MDL on September 19, 2013, and referred to a Magistrate Judge for pretrial case management, including issuing a scheduling order, overseeing discovery, and any other preliminary matters.  On October 31, 2013, ORM filed an answer in the Himmerite Action.  In the Himmerite Action, pursuant to an earlier tolling order entered by the Court, the limitations periods for potential plaintiffs to opt-in to the action has been tolled pending further action by the Court.  In the Prejean Action, ORM has answered the complaint and a scheduling order has been issued. On November 6, 2013, the Court conditionally certified a collective class in the Prejean Action.  On December 9, 2013 the Court approved a jointly-submitted form notice and authorized the issuance of notice to all members of the conditionally certified class in the Prejean Action. On December 20, 2013, ORM served plaintiffs’ counsel with a list containing information for approximately 330 potential class members in the Prejean Action. The deadline for plaintiffs to file executed consent forms with the Court has expired. As of February 28, 2014 the Court-ordered deadline for potential class members to opt into the class, 142 individuals have opted in. Although the Court has conditionally certified the Prejean class, the Court has not made a final ruling on whether a class exists. The Company intends to vigorously defend its position that a class should not be certified, and intends on filing a motion to decertify the Prejean class. The Court has also not yet ruled on any of the merits of Plaintiffs’ claims. The Company does not expect the potential exposure, if any, resulting from these DPH FLSA Actions will have a material impact on the Company's results of operations or cash flows, but believes the actions are without merit and will continue to vigorously defend against them.

In a related action, Baylor Singleton et. al. v. O'Brien's Response Management Inc. et. al. (E.D. La., Case No.: 2:12-cv-01716) (the “Singleton Action”), which was also filed in the United States District Court for the Eastern District of Louisiana and in which plaintiffs alleged claims similar to those alleged in the Prejean and Himmerite Actions, the parties reached a full and final settlement agreement on February 13, 2014 with respect to all of the Plaintiff’s individual claims for an undisclosed amount.

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On April 11, 2014, the Court approved the parties’ settlement and dismissed the Singleton Action with prejudice in its entirety. The Court also ordered that the tolling order which had been entered in the Singleton Action expired as of April 11, 2014.

In the course of the Company's business, it may agree to indemnify the counterparty to an agreement.  If the indemnified party makes a successful claim for indemnification, the Company would be required to reimburse that party in accordance with the terms of the indemnification agreement.  Indemnification agreements generally are subject to threshold amounts, specified claim periods and other restrictions and limitations.

In connection with the SES Business Transaction and the ORM Transaction, the Company remains contingently liable for certain obligations, including potential liabilities relating to work performed in connection with the Deepwater Horizon oil spill response. In the case of the SES Business Transaction, such potential liabilities may not exceed the consideration received by the Company for the SES Business Transaction and in the case of the ORM Transaction are subject to a negotiated cap. The Company currently is indemnified under contractual agreements with BP.

During the six months ended June 30, 2014, the Company received net litigation settlement proceeds of $14.7 million from an equipment supplier relating to the May 2008 mechanical malfunction and fire onboard the SEACOR Sherman, an anchor handling towing supply vessel then under construction.  Upon settlement of the litigation, the Company recognized a gain of $14.7 million, which is included in other income (expense) in the accompanying condensed consolidated statements of income (loss).

In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company's potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company's estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company's consolidated financial position, results of operations or cash flows.

8. MULTI-EMPLOYER PENSION PLANS

During the six months ended June 30, 2014, the Company received notification from the American Maritime Officers Pension Plan (the "AMOPP”) that the Company's withdrawal liability as of September 30, 2013 was $46.5 million based on an actuarial valuation performed as of that date. That liability may change in future years based on various factors, primarily employee census. As of June 30, 2014, the Company has no intention to withdraw from the AMOPP and no deficit amounts have been invoiced. Depending upon the results of the future actuarial valuations and the ten-year rehabilitation plan, it is possible that the AMOPP will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received or contribution levels are increased.

9. LONG-TERM DEBT

As of June 30, 2014, the Company had outstanding letters of credit totaling $18.2 million with various expiration dates through 2018.

During the six months ended June 30, 2014, the Company made scheduled payments on long-term debt of $7.2 million and made net repayments of $6.3 million under inventory financing arrangements.

SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the six months ended June 30, 2014, the Company did not repurchase any of its 7.375% Senior Notes due 2019.

10. STOCK REPURCHASES

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire shares of SEACOR common stock, par value $0.01 per share (“Common Stock”), which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the six months ended June 30, 2014, the Company acquired 493,032 shares of Common Stock for treasury for an aggregate purchase price of $39.2 million. As of June 30, 2014, the remaining authority under the repurchase plan was $60.8 million.

On June 20, 2014, the Company executed a purchase agreement whereby the Company appointed Goldman, Sachs & Co. as broker to purchase Common Stock in compliance with the requirements of Rule 10b5-1(c)(l)(i) for the period June 19, 2014 through August 4, 2014. Subsequent to June 30, 2014 and through July 29, 2014, the Company purchased 321,377 shares

14

of Common Stock for treasury for an aggregate purchase price of $25.4 million. Effective July 31, 2014, SEACOR’s Board of Directors increased the Company's authority to repurchase Common Stock to $150.0 million.

11. NONCONTROLLING INTERESTS IN SUBSIDIARIES

Noncontrolling interests in the Company's consolidated subsidiaries were as follows (amounts in thousands except noncontrolling interests' percentages):

	Noncontrolling Interests				June 30, 2014		December 31, 2013
Offshore Marine Services:
Windcat Workboats Ltd.	25%				$	7,761	$	7,541
Other	1.8	%	–	33.3%	1,233		1,600
Inland River Services:
Other	3.0	%	–	51.8%	1,204		2,612
Shipping Services:
Sea-Vista	49%				72,886		—
Illinois Corn Processing	30%				16,864		10,894
Other	5.0	%	–	18.9%	1,751		1,929
					$	101,699	$	24,576

Windcat Workboats. Windcat Workboats Holdings Ltd. (“Windcat Workboats”) owns and operates the Company’s wind farm utility vessels that are primarily used to move personnel and supplies in the major offshore wind markets of Europe. As of June 30, 2014, the net assets of Windcat Workboats were $31.0 million. During the six months ended June 30, 2014, the net loss of Windcat Workboats was $0.1 million and the amount attributable to the noncontrolling interest was not material. During the six months ended June 30, 2013, the net loss of Windcat Workboats was $2.7 million, of which $0.7 million was attributable to noncontrolling interests.

SEA-Vista. On May 2, 2014, the Company issued a 49% noncontrolling interest to a financial investor in certain of its subsidiaries (collectively "SEA-Vista") that own and operate the Company's fleet of U.S.-flag product tankers used in the U.S. coastwise trade of crude oil, petroleum and specialty chemical products for $145.7 million, net of $3.2 million in issue costs. SEA-Vista also holds the Company's contracts for the construction of three 50,000 DWT (deadweight tonnage) product tankers with expected deliveries in May 2016, October 2016 and March 2017, as well as its Title XI bonds payable and reserve funds and certain other working capital. The Company has evaluated the noncontrolling interest's protective rights in SEA-Vista, its ownership interest, and the underlying terms and conditions that govern SEA-Vista's operations and determined that the Company controls SEA-Vista. As a result, the Company has consolidated the financial position, operating results and cash flows of SEA-Vista. As of June 30, 2014, the net assets of SEA-Vista were $148.7 million. From May 2, 2014 through June 30, 2014, the net income of SEA-Vista was $4.1 million, of which $2.0 million was attributable to noncontrolling interests.

Illinois Corn Processing. Illinois Corn Processing LLC (“ICP”) owns and operates an alcohol manufacturing, storage and distribution facility located in Pekin, IL. As of June 30, 2014, the net assets of ICP were $62.5 million. During the six months ended June 30, 2014, the net income of ICP was $23.8 million, of which $6.0 million was attributable to noncontrolling interests. During the six months ended June 30, 2013, the net loss of ICP was $3.5 million, of which $1.3 million was attributable to noncontrolling interests.

For the twelve months ending March 31, 2014, the noncontrolling member of ICP had invoked a plant shutdown election that is available to each LLC member under certain circumstances; however, under its member rights, the Company elected to keep the plant in operation. As a result, the earnings and losses of ICP were disproportionately allocated to its members during the plant shutdown election period. Effective April 1, 2014, the noncontrolling member of ICP withdrew its plant shutdown election.

Inland River Services. During the six months ended June 30, 2014, the Company acquired the noncontrolling interest in one of its Inland River Services partnerships for $3.1 million ($2.1 million in cash and $1.0 million through the distribution of an inland river towboat to the noncontrolling interest holder).

12. EARNINGS PER COMMON SHARE OF SEACOR

Basic earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury stock and if-converted methods. Dilutive securities for this purpose assumes restricted stock grants have vested, common shares have been issued pursuant to the exercise of outstanding stock options and common shares have been issued pursuant to the conversion of all outstanding convertible notes.

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Computations of basic and diluted earnings per common share of SEACOR were as follows (in thousands, except share data):

	Three Months Ended June 30,					Six Months Ended June 30,
	Net Income Attributable to SEACOR		Average O/S Shares	Per Share		Net Income (Loss) Attributable to SEACOR			Average O/S Shares	Per Share
2014
Basic Weighted Average Common Shares Outstanding	$	21,067	19,989,402	$	1.05	$	32,576		20,049,056	$	1.62
Effect of Dilutive Share Awards:
Options and Restricted Stock(1)	—		394,567			—			416,288
Convertible Notes(2)	3,148		4,200,525			6,287			4,200,525
Diluted Weighted Average Common Shares Outstanding	$	24,215	24,584,494	$	0.98	$	38,863		24,665,869	$	1.58
2013
Basic Weighted Average Common Shares Outstanding	$	19,271	19,825,229	$	0.97	$	(1,717	)	19,782,318	$	(0.09	)
Effect of Dilutive Share Awards:
Options and Restricted Stock(1)	—		366,558			—			332,586
Convertible Notes(3)	3,044		4,200,525			—			—
Diluted Weighted Average Common Shares Outstanding	$	22,315	24,392,312	$	0.91	$	(1,717	)	20,114,904	$	(0.09	)

______________________ 

(1) For the three months ended June 30, 2014 and 2013, diluted earnings per common share of SEACOR excluded 365,398 and 355,490 of certain share awards, respectively, as the effect of their inclusion in the computation would be anti-dilutive. For the six months ended June 30, 2014 and 2013, diluted earnings per common share of SEACOR excluded 288,510 and 503,726 of certain share awards, respectively, as the effect of their inclusion in the computation would be anti-dilutive.

(2) For the three and six months ended June 30, 2014, diluted earnings per common share of SEACOR excluded 1,825,326 common shares issuable pursuant to the Company's 3.0% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.

(3) For the six months ended June 30, 2013, diluted earnings per common share of SEACOR excluded 4,200,525 common shares issuable pursuant to the Company's 2.5% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.

13. SHARE BASED COMPENSATION

Transactions in connection with the Company’s share based compensation plans during the six months ended June 30, 2014 were as follows:

Director stock awards granted	1,250
Employee Stock Purchase Plan (“ESPP”) shares issued	16,720
Restricted stock awards granted	147,645
Restricted stock awards canceled	1,000
Shares released from Deferred Compensation Plan	—
Stock Option Activities:
Outstanding as of December 31, 2013	1,481,280
Granted	106,925
Exercised	(90,144	)
Outstanding as of June 30, 2014	1,498,061
Shares available for future grants and ESPP purchases as of June 30, 2014	1,236,955

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14.    SEGMENT INFORMATION

Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The following tables summarize the operating results, capital expenditures and assets of the Company's reportable segments.

	Offshore Marine Services $’000		Inland River Services $’000		Shipping Services $’000		ICP $’000		Other $’000		Corporate and Eliminations $’000		Total $’000
For the three months ended June 30, 2014
Operating Revenues:
External customers	138,214		55,200		53,575		72,798		8,437		—		328,224
Intersegment	33		807		—		—		—		(840	)	—
	138,247		56,007		53,575		72,798		8,437		(840	)	328,224
Costs and Expenses:
Operating	93,755		45,047		28,018		56,429		9,464		(807	)	231,906
Administrative and general	13,426		3,835		5,421		594		3,449		7,961		34,686
Depreciation and amortization	16,448		7,564		7,115		1,010		82		1,001		33,220
	123,629		56,446		40,554		58,033		12,995		8,155		299,812
Gains (Losses) on Asset Dispositions	3,526		810		(41	)	—		—		—		4,295
Operating Income (Loss)	18,144		371		12,980		14,765		(4,558	)	(8,995	)	32,707
Other Income (Expense):
Derivative gains (losses), net	(70	)	—		—		(1,519	)	1,500		183		94
Foreign currency (gains) losses, net	1,322		474		1		—		53		(130	)	1,720
Other, net	14,739		—		158		300		(5,013	)	29		10,213
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	2,244		(3,335	)	1,564		—		(985	)	—		(512	)
Segment Profit (Loss)	36,379		(2,490	)	14,703		13,546		(9,003	)
Other Income (Expense) not included in Segment Profit (Loss)													(3,697	)
Less Equity Losses included in Segment Profit (Loss)													512
Income Before Taxes and Equity Earnings													41,037

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	Offshore Marine Services $’000		Inland River Services $’000		Shipping Services $’000		ICP(1)(2) $’000		Other $’000		Corporate and Eliminations $’000		Total $’000
For the six months ended June 30, 2014
Operating Revenues:
External customers	267,171		112,211		105,976		131,454		21,429		—		638,241
Intersegment	77		1,755		—		—		—		(1,832	)	—
	267,248		113,966		105,976		131,454		21,429		(1,832	)	638,241
Costs and Expenses:
Operating	187,798		84,721		55,015		103,703		21,400		(1,755	)	450,882
Administrative and general	28,586		8,172		11,317		1,105		6,560		17,023		72,763
Depreciation and amortization	32,752		14,934		14,869		2,000		167		1,890		66,612
	249,136		107,827		81,201		106,808		28,127		17,158		590,257
Gains (Losses) on Asset Dispositions   and Impairments, Net	11,264		1,663		(41	)	—		(409	)	(3,504	)	8,973
Operating Income (Loss)	29,376		7,802		24,734		24,646		(7,107	)	(22,494	)	56,957
Other Income (Expense):
Derivative gains (losses), net	(131	)	—		—		(801	)	767		22		(143	)
Foreign currency gains (losses), net	1,429		147		(9	)	—		62		(108	)	1,521
Other, net	14,739		(38	)	(3,775	)	493		(4,838	)	(23	)	6,558
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	4,885		(3,747	)	2,317		—		(1,746	)	—		1,709
Segment Profit (Loss)	50,298		4,164		23,267		24,338		(12,862	)
Other Income (Expense) not included in Segment Profit (Loss)													(5,987	)
Less Equity Earnings included in Segment Profit (Loss)													(1,709	)
Income Before Taxes and Equity Earnings													58,906
Capital Expenditures	46,621		44,086		165,160		2,098		123		15,581		273,669
As of June 30, 2014
Property and Equipment:
Historical cost	1,154,174		519,586		451,123		44,808		3,760		43,176		2,216,627
Accumulated depreciation	(499,092	)	(161,091	)	(200,908	)	(13,369	)	(769	)	(13,213	)	(888,442	)
	655,082		358,495		250,215		31,439		2,991		29,963		1,328,185
Construction in progress	91,824		32,175		171,204		2,156		224		(60	)	297,523
	746,906		390,670		421,419		33,595		3,215		29,903		1,625,708
Investments, at Equity, and Advances to 50% or Less Owned Companies	129,775		61,653		205,110		—		87,626		—		484,164
Inventories	5,571		2,309		1,438		9,926		963		—		20,207
Goodwill	13,367		2,793		1,852		—		—		—		18,012
Intangible Assets	2,784		7,085		575		—		310		—		10,754
Other current and long-term assets, excluding cash and near cash assets(3)	154,188		55,819		19,816		13,559		49,232		18,642		311,256
Segment Assets	1,052,591		520,329		650,210		57,080		141,346
Cash and near cash assets(3)													825,892
Total Assets													3,295,993

______________________

(1) Operating revenues includes $126.1 million of tangible product sales and operating expenses includes $98.2 million of costs of goods sold.

(2) Inventories includes raw materials of $2.2 million and work in process of $1.3 million.

(3) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

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	Offshore Marine Services $’000		Inland River Services $’000	Shipping Services $’000		ICP $’000	Other $’000		Corporate and Eliminations $’000		Total $’000
For the three months ended June 30, 2013
Operating Revenues:
External customers	138,650		46,780	48,103		61,378	20,652		—		315,563
Intersegment	28		577	—		—	—		(605	)	—
	138,678		47,357	48,103		61,378	20,652		(605	)	315,563
Costs and Expenses:
Operating	97,581		35,193	29,554		59,402	18,960		(577	)	240,113
Administrative and general	14,235		3,921	6,124		477	1,323		8,638		34,718
Depreciation and amortization	16,460		7,078	7,907		1,489	96		753		33,783
	128,276		46,192	43,585		61,368	20,379		8,814		308,614
Gains on Asset Dispositions	7,895		4,296	114		—	—		—		12,305
Operating Income (Loss)	18,297		5,461	4,632		10	273		(9,419	)	19,254
Other Income (Expense):
Derivative gains (losses), net	175		—	—		473	(450	)	(1,023	)	(825	)
Foreign currency gains (losses), net	(833	)	219	(8	)	—	(169	)	(125	)	(916	)
Other, net	11		—	188		—	—		(4	)	195
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	7,694		1	(403	)	—	418		—		7,710
Segment Profit	25,344		5,681	4,409		483	72
Other Income (Expense) not included in Segment Profit											1,853
Less Equity Earnings included in Segment Profit											(7,710	)
Income Before Taxes and Equity Earnings											19,561

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	Offshore Marine Services $’000		Inland River Services $’000		Shipping Services $’000		ICP(1)(2) $’000		Other $’000		Corporate and Eliminations $’000		Total $’000
For the six months ended June 30, 2013
Operating Revenues:
External customers	262,642		96,203		94,579		94,227		34,976		—		582,627
Intersegment	52		1,231		—		—		—		(1,283	)	—
	262,694		97,434		94,579		94,227		34,976		(1,283	)	582,627
Costs and Expenses:
Operating	187,612		71,582		56,168		93,447		33,448		(1,231	)	441,026
Administrative and general	29,062		7,945		11,301		1,138		2,979		17,938		70,363
Depreciation and amortization	32,747		14,162		15,704		2,978		195		1,545		67,331
	249,421		93,689		83,173		97,563		36,622		18,252		578,720
Gains (Losses) on Asset Dispositions and Impairments, Net	10,234		4,993		(2,955	)	—		1,907		141		14,320
Operating Income (Loss)	23,507		8,738		8,451		(3,336	)	261		(19,394	)	18,227
Other Income (Expense):
Derivative gains (losses), net	325		—		—		512		392		(4,161	)	(2,932	)
Foreign currency gains (losses), net	(4,097	)	82		(15	)	—		(336	)	(561	)	(4,927	)
Other, net	11		—		202		—		54		(69	)	198
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	9,007		(2,386	)	(1,908	)	—		2,128		—		6,841
Segment Profit (Loss)	28,753		6,434		6,730		(2,824	)	2,499
Other Income (Expense) not included in Segment Profit (Loss)													(3,825	)
Less Equity Earnings included in Segment Profit (Loss)													(6,841	)
Loss Before Taxes, Equity Earnings and Discontinued Operations													6,741
Capital Expenditures	49,764		9,238		27,048		217		357		1,307		87,931
As of June 30, 2013
Property and Equipment:
Historical cost	1,151,751		466,553		517,409		44,006		3,989		29,221		2,212,929
Accumulated depreciation	(439,211	)	(134,235	)	(214,372	)	(8,614	)	(531	)	(9,709	)	(806,672	)
	712,540		332,318		303,037		35,392		3,458		19,512		1,406,257
Construction in progress	90,847		17,700		22,037		—		2,087		1,314		133,985
	803,387		350,018		325,074		35,392		5,545		20,826		1,540,242
Investments, at Equity, and Advances to 50% or Less Owned Companies	84,418		55,875		66,786		—		86,714		—		293,793
Inventories	5,885		2,260		1,427		12,164		1,219		—		22,955
Goodwill	13,367		2,759		1,852		—		—		—		17,978
Intangible Assets	4,584		8,416		1,134		50		410		—		14,594
Other current and long-term assets, excluding cash and near cash assets(3)	146,551		37,260		16,021		10,925		56,591		22,225		289,573
Segment Assets	1,058,192		456,588		412,294		58,531		150,479
Cash and near cash assets(3)													589,198
Discontinued operations													—
Total Assets													2,768,333

 ______________________

(1) Operating revenues includes $90.2 million of tangible product sales and operating expenses includes $89.4 million of costs of goods sold.

(2) Inventories includes raw materials of $2.8 million and work in process of $2.2 million.

(3) Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

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15. DISCONTINUED OPERATIONS

Summarized selected operating results of the Company's discontinued operations for the six months ended June 30, 2013 were as follows (in thousands):

SES Business
Other Expense (final working capital adjustments)	$	(1,537	)
Income Tax Benefit	538
Net Loss	$	(999	)
SEI
Other Expense (final working capital adjustments)	$	(143	)
Income Tax Benefit	50
Net Loss	$	(93	)
Era Group
Operating Revenues	$	22,892
Costs and Expenses:
Operating	14,076
Administrative and general	2,653
Depreciation and amortization	3,875
	20,604
Gains on Asset Dispositions and Impairments, Net	548
Operating Income	2,836
Other Expense, Net	(1,316		)
Income Tax Expense	(10,818		)
Equity in Earnings of 50% or Less Owned Companies	65
Net Loss	$	(9,233	)

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this Form 10-Q as well as in other reports, materials and oral statements that the Company releases from time to time constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements because actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including decreased demand and loss of revenues as a result of additional safety and certification requirements for drilling activities in the U.S. Gulf of Mexico and delayed approval of applications for such activities, the possibility of U.S. government implemented moratoriums directing operators to cease certain drilling activities in the U.S. Gulf of Mexico and any extension of such moratoriums (the “Moratoriums”),weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels in response to Moratoriums, increased government legislation and regulation of the Company’s businesses could increase cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, including the Company’s involvement in response to the oil spill as a result of the sinking of the Deepwater Horizon in April 2010, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, the cyclical nature of the oil and gas industry, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Offshore Marine Services and Shipping Services, decreased demand for Shipping Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations and economic sanctions, the dependence of Offshore Marine Services and Shipping Services on several customers, consolidation of the Company's customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company's Common Stock, operational risks of Offshore Marine Services, Inland River Services and Shipping Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors in Inland River Services' operations, sudden and unexpected changes in commodity prices, futures and options, global weather conditions, political instability, changes in currency exchanges rates, and product availability in agriculture commodity trading and logistics activities, adequacy of insurance coverage, the potential for a material weakness in the Company's internal controls over financial reporting and the Company's ability to remediate such potential material weaknesses, the attraction and retention of qualified personnel by the Company, and various other matters and factors, many of which are beyond the Company's control as well as those discussed in Item 1A (Risk Factors) of the Company's Annual report on Form 10-K. In addition, these statements constitute the Company's cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. The forward-looking statements in this Form 10-Q should be evaluated together with the many uncertainties that affect the Company’s businesses, particularly those mentioned under “Forward-Looking Statements” in Item 7 on the Company’s Form 10-K and SEACOR’s periodic reporting on Form 8-K (if any), which are incorporated by reference.

Overview

The Company’s operations are divided into four main business segments – Offshore Marine Services, Inland River Services, Shipping Services, and Illinois Corn Processing ("ICP"). The Company also has activities that are referred to and described under Other that primarily include emergency and crisis services, agricultural commodity trading and logistics activities, lending and leasing activities and various other investments in 50% or less owned companies.

Discontinued Operations. The Company reports disposed businesses as discontinued operations when it has no continuing interest in the business. Discontinued operations includes the historical financial position, results of operations and cash flows of the operations previously reported as discontinued in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

22

Consolidated Results of Operations

The sections below provide an analysis of the Company’s operations by business segment for the three months (“Current Year Quarter”) and six months ("Current Six Months") ended June 30, 2014, compared with the three months (“Prior Year Quarter”)and six months ("Prior Six Months") ended June 30, 2013. See "Item 1. Financial Statements—Note 14. Segment Information" included in Part I of this Quarterly Report on Form 10-Q for consolidating segment tables for each period presented. Capitalized terms used and not specifically defined herein have the same meaning as such defined terms used in the Company's Annual report on Form 10-K for the year ended December 31, 2013.

Offshore Marine Services
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	$’000		%	$’000		%	$’000		%	$’000		%
Operating Revenues:
United States, primarily U.S. Gulf of Mexico	68,622		50	66,349		48	125,671		47	130,447		50
Africa, primarily West Africa	16,898		12	14,819		11	34,152		13	31,377		12
Middle East	11,650		9	12,493		9	24,102		9	24,300		9
Brazil, Mexico, Central and South America	8,498		6	15,343		11	20,663		8	20,503		8
Europe, primarily North Sea	28,140		20	24,655		18	54,726		20	48,196		18
Asia	4,439		3	5,019		3	7,934		3	7,871		3
	138,247		100	138,678		100	267,248		100	262,694		100
Costs and Expenses:
Operating:
Personnel	47,276		34	45,561		33	94,410		35	90,741		35
Repairs and maintenance	13,117		10	13,695		10	27,218		10	26,148		10
Drydocking	10,887		8	14,804		11	21,967		8	26,028		10
Insurance and loss reserves	3,418		2	4,243		3	6,589		3	7,790		3
Fuel, lubes and supplies	7,005		5	7,114		5	14,395		6	14,407		5
Leased-in equipment	6,947		5	7,249		5	13,899		5	13,511		5
Brokered vessel activity	19		—	—		—	24		—	—		—
Other	5,086		4	4,915		3	9,296		3	8,987		3
	93,755		68	97,581		70	187,798		70	187,612		71
Administrative and general	13,426		10	14,235		10	28,586		11	29,062		11
Depreciation and amortization	16,448		12	16,460		12	32,752		12	32,747		12
	123,629		90	128,276		92	249,136		93	249,421		94
Gains on Asset Dispositions	3,526		3	7,895		5	11,264		4	10,234		4
Operating Income	18,144		13	18,297		13	29,376		11	23,507		10
Other Income (Expense):
Derivative income (loss), net	(70	)	—	175		—	(131	)	—	325		—
Foreign currency gains (losses), net	1,322		1	(833	)	—	1,429		1	(4,097	)	(2	)
Other, net	14,739		10	11		—	14,739		5	11		—
Equity in Earnings of 50% or Less Owned Companies, Net of Tax	2,244		2	7,694		5	4,885		2	9,007		3
Segment Profit(1)	36,379		26	25,344		18	50,298		19	28,753		11

______________________

(1) Includes amounts attributable to both SEACOR and noncontrolling interests. See "Item 1. Financial Statements—Note 11. Noncontrolling Interests in Subsidiaries" included in Part I of this Quarterly Report on Form 10-Q.

23

Operating Revenues by Type. The table below sets forth, for the periods indicated, the amount of operating revenues earned by type.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	$’000	%	$’000	%	$’000	%	$’000		%
Operating Revenues:
Time charter:
United States, primarily U.S. Gulf of Mexico	65,350	47	63,173	45	119,860	45	124,365		47
Africa, primarily West Africa	15,847	12	13,515	10	32,154	12	29,843		11
Middle East	9,430	7	11,306	8	19,625	7	21,563		8
Brazil, Mexico, Central and South America	7,805	6	12,538	9	18,825	7	16,223		6
Europe, primarily North Sea	27,706	20	24,315	18	53,554	20	47,626		18
Asia	4,334	3	4,439	3	7,932	3	7,012		3
Total time charter	130,472	95	129,286	93	251,950	94	246,632		93
Bareboat charter	591	—	876	1	1,293	1	1,765		1
Brokered vessel activity	—	—	—	—	—	—	(2	)	—
Other marine services	7,184	5	8,516	6	14,005	5	14,299		6
	138,247	100	138,678	100	267,248	100	262,694		100

24

Time Charter Operating Data. The table below sets forth the average rates per day worked, utilization and available days data for each group of Offshore Marine Services’ vessels operating under time charters for the periods indicated. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total calendar days available for work. Available days represents the total calendar days during which owned and chartered-in vessels are operated by the Company.

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Rates Per Day Worked:
Anchor handling towing supply	$	25,796		$	23,635		$	25,339		$	25,145
Crew	9,222			7,719			8,928			7,691
Mini-supply	6,627			7,721			6,920			7,696
Standby safety	10,932			9,621			10,807			9,631
Supply	16,948			16,864			17,059			15,949
Towing supply	9,339			9,156			9,775			9,263
Specialty	26,860			24,822			23,266			21,076
Liftboats	23,017			22,062			22,677			20,384
Overall Average Rates Per Day Worked (excluding wind farm utility)	15,470			13,588			14,894			13,240
Wind farm utility	2,553			2,302			2,492			2,229
Overall Average Rates Per Day Worked	12,259			11,010			11,963			10,839
Utilization:
Anchor handling towing supply	83		%	74		%	80		%	74		%
Crew	75		%	90		%	78		%	90		%
Mini-supply	81		%	97		%	87		%	85		%
Standby safety	88		%	86		%	88		%	87		%
Supply	82		%	83		%	84		%	77		%
Towing supply	74		%	79		%	83		%	89		%
Specialty	52		%	54		%	49		%	39		%
Liftboats	80		%	69		%	70		%	67		%
Overall Fleet Utilization (excluding wind farm utility)	80		%	82		%	80		%	80		%
Wind farm utility	91		%	93		%	86		%	87		%
Overall Fleet Utilization	83		%	84		%	81		%	82		%
Available Days:
Anchor handling towing supply	1,547			1,547			3,077			3,077
Crew	2,533			3,057			5,138			6,117
Mini-supply	479			565			1,019			1,195
Standby safety	2,184			2,184			4,344			4,344
Supply	1,407			1,538			2,937			3,119
Towing supply	182			182			362			362
Specialty	273			364			543			724
Liftboats	1,365			1,614			2,715			3,234
Overall Fleet Available Days (excluding wind farm utility)	9,970			11,051			20,135			22,172
Wind farm utility	2,912			2,889			5,775			5,679
Overall Fleet Available Days	12,882			13,940			25,910			27,851

25

Current Year Quarter compared with Prior Year Quarter

Operating Revenues.  Operating revenues were $0.4 million lower for the Current Year Quarter compared with the Prior Year Quarter.  Time charter revenues were $1.2 million higher in the Current Year Quarter compared with the Prior Year Quarter.

In the U.S. Gulf of Mexico, time charter revenues were $2.2 million higher in the Current Year Quarter compared with the Prior Year Quarter. Time charter revenues were $7.7 million higher due to improved utilization and $1.2 million higher due to the repositioning of vessels between geographic regions. Time charter revenues were $1.3 million lower due to a decrease in average day rates, $4.3 million lower due to net fleet dispositions and $1.1 million lower due to the effect of cold-stacking vessels. As of June 30, 2014, the Company had two vessels cold-stacked in this region, compared with no vessels as of June 30, 2013. 

                In Africa, time charter revenues were $2.3 million higher in the Current Year Quarter compared with the Prior Year Quarter. Time charter revenues were $2.1 million higher due to improved utilization, $0.4 million higher due to fleet additions and $0.4 million higher due to the repositioning of vessels between geographic regions. Time charter revenues were $0.6 million lower due to a decrease in average day rates.

                In the Middle East, time charter revenues were $1.9 million lower in the Current Year Quarter compared with the Prior Year Quarter. Time charter revenues were $1.3 million lower primarily due to reduced utilization and $0.6 million lower due to the repositioning of vessels between geographic regions.

                In Brazil, Mexico and Central and South America, time charter revenues were $4.7 million lower in the Current Year Quarter compared with the Prior Year Quarter. Time charter revenues were $0.2 million higher due to improved utilization, $4.3 million lower due to the repositioning of vessels between geographic regions and $0.6 million lower due to a decrease in average day rates.

                In Europe, excluding the wind farm utility vessels, time charter revenues were $2.8 million higher in the Current Year Quarter compared with the Prior Year Quarter. Time charter revenues were $0.4 million higher due to improved average day rates, $0.6 million higher due to improved utilization and $1.8 million higher due to favorable changes in currency exchange rates. Time charter revenues for the wind farm utility vessels were $0.6 million higher in the Current Year Quarter compared with the Prior Year Quarter. Time charter revenues were $0.4 million higher due to improved average day rates, $0.5 million higher due to favorable changes in currency exchange rates and $0.4 million higher due to net fleet additions. Time charter revenues were $0.6 million lower due to the repositioning of vessels between geographic regions and $0.1 million lower due to a decrease in utilization.

                In Asia, time charter revenues were $0.1 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to reduced utilization.

                Operating Expenses.  Operating expenses were $3.8 million lower for the Current Year Quarter compared with the Prior Year Quarter. Personnel costs were $1.7 million higher primarily due to increased seafarer compensation costs. Repair and maintenance expenses were $0.6 million lower primarily due to net fleet dispositions. Drydocking costs were $3.9 million lower primarily due to a reduction in drydocking activity in the U.S. Gulf of Mexico. Insurance and loss reserves expense was $0.8 million lower.

Administrative and General.  Administrative and general expenses were $0.8 million lower for the Current Year Quarter compared with the Prior Year Quarter.

Gains on Asset Dispositions.  During the Current Year Quarter, the Company sold four offshore support vessels and other equipment for net proceeds of $50.5 million and gains of $14.5 million, of which $2.5 million was recognized currently and $12.0 million was deferred. In addition, the Company recognized previously deferred gains of $1.0 million. During the Prior Year Quarter, the Company sold six offshore support vessels and other equipment for net proceeds of $14.7 million and gains of $7.9 million.

                Operating Income.  Excluding the impact of gains on asset dispositions and the impact of brokered vessel activity, operating income as a percentage of operating revenues was 10% in the Current Year Quarter compared with 8% in the Prior Year Quarter.  The increase was primarily due to a reduction in drydocking costs in the U.S. Gulf of Mexico.

Other, net. During the Current Year Quarter, the Company received net litigation settlement proceeds of $14.7 million from an equipment supplier relating to the May 2008 mechanical malfunction and fire onboard the SEACOR Sherman, an anchor handling towing supply vessel then under construction.  Upon settlement of the litigation, the Company recognized a gain of $14.7 million.

Equity in Earnings of 50% or Less Owned Companies, Net of Tax.  Equity in earnings of 50% or less owned companies, net of tax, were $5.5 million lower in the Current Year Quarter compared with the Prior Year Quarter. During the Prior Year Quarter, the Company acquired a controlling interest in C-Lift LLC through the acquisition of the partner’s 50% interest and recognized a $4.2 million gain, net of tax, upon marking its investment to fair value.

26

Current Six Months compared with Prior Six Months

                Operating Revenues.  Operating revenues were $4.6 million higher for the Current Six Months compared with the Prior Six Months. Time charter revenues were $5.3 million higher in the Current Six Months compared with the Prior Six Months.

In the U.S. Gulf of Mexico, time charter revenues were $4.5 million lower in the Current Six Months compared with the Prior Six Months. Time charter revenues were $3.7 million higher due to improved utilization, $0.1 million higher due to an increase in average day rates, $6.5 million lower due to net fleet dispositions, $1.4 million lower due to the effect of cold-stacking vessels and $0.4 million lower due to the repositioning of vessels between geographic regions. As of June 30, 2014, the Company had two vessels cold-stacked in this region, compared with no vessels as of June 30, 2013. 

                In Africa, time charter revenues were $2.3 million higher in the Current Six Months compared with the Prior Six Months. Time charter revenues were $2.7 million higher due to improved utilization, $0.4 million higher due to fleet additions and $0.4 million higher due to the repositioning of vessels between geographic regions. Time charter revenues were $1.2 million lower due to a decrease in average day rates.

                In the Middle East, time charter revenues were $1.9 million lower in the Current Six Months compared with the Prior Six Months. Time charter revenues were $2.5 million lower due to reduced utilization, $0.6 million lower due to the repositioning of vessels between geographic regions and $1.2 million higher due to improved average day rates.

                In Brazil, Mexico and Central and South America, time charter revenues were $2.6 million higher in the Current Six Months compared with the Prior Six Months. Time charter revenues were $3.2 million higher due to improved utilization, $0.2 million higher due to the repositioning of vessels between geographic regions and $0.8 million lower due to a decrease in average day rates.

                In Europe, excluding the wind farm utility vessels, time charter revenues were $4.6 million higher in the Current Six Months compared with the Prior Six Months. Time charter revenues were $1.0 million higher due to increased average day rates, $3.1 million higher due to favorable changes in currency exchange rates and $0.5 million higher due to improved utilization. Time charter revenues for the wind farm utility vessels were $1.3 million higher in the Current Six Months compared with the Prior Six Months. Time charter revenues were $0.8 million higher due to improved average day rates, $0.8 million higher due to favorable changes in currency exchange rate, and $0.8 million higher due to net fleet additions. Time charter revenues were $0.5 million lower due to a decrease in average day rates, and $0.6 million lower due to the repositioning of vessels between geographic regions.

                In Asia, time charter revenues were $0.9 million higher in the Current Six Months compared with the Prior Six Months primarily due to improved utilization.

Operating Expenses.  Operating expenses were $0.2 million higher for the Current Six Months compared with the Prior Six Months. Personnel costs were $3.7 million higher primarily due to increased seafarer compensation costs. Repair and maintenance expenses were $1.1 million higher primarily due to increased maintenance costs associated with the Company’s liftboat fleet. Drydocking costs were $4.1 million lower primarily due to a reduction in drydocking activity in the U.S. Gulf of Mexico, West Africa, and Brazil, Mexico and Central and South America. Insurance and loss reserves expense were $1.2 million lower.

Administrative and General.  Administrative and general expenses were $0.5 million lower for the Current Six Months compared with the Prior Six Months.

Gains on Asset Dispositions.  During the Current Six Months, the Company sold nine offshore support vessels and other equipment for net proceeds of $60.8 million and gains of $22.2 million, of which $10.2 million was recognized currently and $12.0 million was deferred. In addition, the Company recognized previously deferred gains of $1.1 million. During the Prior Six Months, the Company sold eight offshore support vessels and other equipment for net proceeds of $75.3 million and gains of $10.2 million, all of which were recognized currently.

Operating Income.  Excluding the impact of gains on asset dispositions and the impact of brokered vessel activity, operating income as a percentage of operating revenues was 7% in the Current Six Months compared with 5% in the Prior Six Months.  The increase was primarily due to a reduction in drydocking costs. 

      Other, net. During the Current Six Months, the Company received net litigation settlement proceeds of $14.7 million from an equipment supplier relating to the May 2008 mechanical malfunction and fire onboard the SEACOR Sherman, an anchor handling towing supply vessel then under construction.  Upon settlement of the litigation, the Company recognized a gain of $14.7 million.

Equity in Earnings of 50% or Less Owned Companies, Net of Tax.  Equity in earnings of 50% or less owned companies, net of tax, were $4.1 million lower in the Current Six Months compared with the Prior Six Months. During the Prior Six Months, the Company acquired a controlling interest in C-Lift LLC through the acquisition of the partner’s 50% interest and recognized a $4.2 million gain, net of tax, upon marking its investment to fair value.

27

The composition of Offshore Marine Services’ fleet as of June 30 was as follows:

	Owned	Joint Ventured	Leased-in	Pooled or Managed	Total
2014
Anchor handling towing supply	14	1	3	—	18
Crew	22	7	6	3	38
Mini-supply	4	2	1	—	7
Standby safety	24	1	—	—	25
Supply	7	8	9	3	27
Towing supply	2	1	—	—	3
Specialty	3	5	—	1	9
Liftboats	14	—	1	—	15
Wind farm utility	32	3	—	—	35
	122	28	20	7	177
2013
Anchor handling towing supply	14	1	3	—	18
Crew	28	7	7	3	45
Mini-supply	4	2	2	—	8
Standby safety	24	1	—	—	25
Supply	9	3	9	5	26
Towing supply	2	1	—	—	3
Specialty	4	4	—	4	12
Liftboats	17	—	—	—	17
Wind farm utility	31	—	1	—	32
	133	19	22	12	186

28

Inland River Services
	Three Months Ended June 30,						Six Months Ended June 30,
	2014				2013		2014				2013
	$’000		%		$’000	%	$’000		%		$’000		%
Operating Revenues:
United States	55,856		100		46,880	99	113,408		100		96,546		99
Foreign	151		—		477	1	558		—		888		1
	56,007		100		47,357	100	113,966		100		97,434		100
Costs and Expenses:
Operating:
Barge logistics	27,691		50		17,363	37	51,023		45		36,519		37
Personnel	5,823		10		5,850	12	11,802		10		11,831		12
Repairs and maintenance	2,423		4		2,705	6	3,941		3		4,615		5
Insurance and loss reserves	1,186		2		890	2	2,013		2		1,847		2
Fuel, lubes and supplies	1,866		3		1,561	3	3,662		3		3,036		3
Leased-in equipment	2,550		5		3,418	7	5,908		5		7,195		7
Other	3,508		6		3,406	7	6,372		6		6,539		7
	45,047		80		35,193	74	84,721		74		71,582		73
Administrative and general	3,835		7		3,921	8	8,172		7		7,945		8
Depreciation and amortization	7,564		14		7,078	15	14,934		13		14,162		15
	56,446		101		46,192	97	107,827		94		93,689		96
Gains on Asset Dispositions	810		1		4,296	9	1,663		1		4,993		5
Operating Income	371		—		5,461	12	7,802		7		8,738		9
Other Income (Expense):
Foreign currency gains, net	474		1		219	—	147		—		82		—
Other, net	—		—		—	—	(38	)	—		—		—
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	(3,335	)	(6	)	1	—	(3,747	)	(3	)	(2,386	)	(2	)
Segment Profit (Loss)(1)	(2,490	)	(5	)	5,681	12	4,164		4		6,434		7

______________________

(1) Includes amounts attributable to both SEACOR and noncontrolling interests. See "Item 1. Financial Statements—Note 11. Noncontrolling Interests in Subsidiaries" included in Part I of this Quarterly Report on Form 10-Q.

29

Operating Revenues by Service Line. The table below sets forth, for the periods indicated, operating revenues earned by service line.

	Three Months Ended June 30,								Six Months Ended June 30,
	2014				2013				2014				2013
	$’000		%		$’000		%		$’000		%		$’000		%
Operating Revenues:
Dry-cargo barge pools	29,308		52		16,694		35		59,267		52		38,931		40
Charter-out of dry-cargo barges	1,123		2		1,455		3		2,398		2		2,952		3
Liquid unit tow operations	11,262		20		10,624		22		22,399		20		21,131		22
10,000 barrel liquid tank barge operations	6,345		11		6,328		13		11,817		10		11,685		12
Terminal operations	4,892		9		5,150		11		9,572		8		9,288		10
Fleeting operations	5,282		10		5,566		12		11,267		10		9,984		10
Inland river towboat operations and other activities	2,388		4		4,952		11		5,197		5		10,055		10
Inland river eliminations	(4,593	)	(8	)	(3,412	)	(7	)	(7,951	)	(7	)	(6,592	)	(7	)
	56,007		100		47,357		100		113,966		100		97,434		100

Dry-Cargo Barge Pools Operating Data. The following table presents, for the periods indicated, Inland River Services’ interest in tons moved and its available barge days in the dry-cargo barge pools. Available barge days represents the total calendar days during which the Company’s owned and chartered-in barges were in the pool.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	Tons	%	Tons	%	Tons	%	Tons	%
Tons Moved (in thousands):
Grain	935	59	677	56	1,918	60	1,348	54
Non-Grain	647	41	526	44	1,305	40	1,166	46
	1,582	100	1,203	100	3,223	100	2,514	100
	Days		Days		Days		Days
Available barge days	54,669		51,917		104,545		104,015

Operating Revenues.  Operating revenues were $8.7 million higher in the Current Year Quarter compared with the Prior Year Quarter and $16.5 million higher in the Current Six Months compared with the Prior Year Six Months.  Operating revenues for the dry-cargo barge pools were $12.6 million higher and $20.3 million higher in the Current Year Quarter and Current Six Months, respectively, primarily due to weaker demand for barge freight in the Prior Year Quarter and Prior Six Months related to drought conditions in 2012 that impacted crop yields.  Operating revenues from liquid unit tow operations were $0.6 million higher and $1.3 million higher in the Current Year Quarter and Current Six Months, respectively,  primarily due to higher rates and increased utilization.  Operating revenues from terminal and fleeting operations were $0.5 million lower in the Current Year Quarter primarily due to a seasonal decline in activity levels.  Operating revenues from terminal operations and fleeting operations were $1.6 million higher in the Current Six Months primarily due to increased activity levels.  Operating revenues from inland river towboat operations and other activities were $2.5 million lower and $4.9 million lower in the Current Year Quarter and Current Six Months, respectively, primarily due to removing four inland river towboats from service.

Operating Expenses.  Operating expenses were $9.9 million higher in the Current Year Quarter compared with the Prior Year Quarter and $13.1 million higher in the Current Six Months compared with the Prior Six Months.  Operating expenses for the dry-cargo barge pools were $11.4 million higher and $15.5 million higher in the Current Year Quarter and Current Six Months, respectively, primarily due to increased activity levels discussed above and difficult river operating conditions.  Operating expenses from the 10,000 barrel liquid tank barge operations were $0.9 million higher and $1.1 million higher in the Current Year Quarter and Current Six Months, respectively, primarily due to the cost of U.S. Coast Guard inspections and related repair expenditures.  Operating expenses from terminal and fleeting operations were $0.7 million higher in the Current Year Quarter primarily due to increased repair and maintenance expenditures for equipment during the seasonal decline in activity levels.  Operating expenses from terminal and fleeting activities in the Current Six Months were $1.2 million higher primarily due to increased wage and benefit costs and higher activity levels.  Operating expenses from inland river towboat operations and other activities were $1.8

30

million lower and $3.1 million lower in the Current Year Quarter and Current Six Months, respectively, primarily due to the removal of four inland river towboats from service as discussed above.

Gains on Asset Dispositions. In the Current Year Quarter and Current Six Months, the Company sold other equipment for $0.6 million for no gain and recognized previously deferred gains of $0.8 million and $1.7 million, respectively.  During the Prior Year Quarter and Prior Six Months, the Company sold 16 dry-cargo barges and eight 30,000 barrel tank barges for proceeds of $27.3 million and gains of $6.0 million, of which $3.6 million were recognized currently and $2.4 million were deferred. In addition, the Company recognized previously deferred gains of $0.7 million and $1.4 million during the Prior Year Quarter and Prior Six Months, respectively.

Operating Income.  Excluding the impact of gains on asset dispositions, operating loss as a percentage of operating revenues was 1% in the Current Year Quarter compared with operating income as a percentage of operating revenues of 3% in the Prior Year Quarter and operating income as a percentage of operating revenues was 6% in the Current Six Months compared with 4% in the Prior Six Months.  The decrease in the Current Year Quarter was primarily due to the increase in barge logistic costs as a consequence of difficult river operating conditions. The improvement in the Current Six Months was primarily due to higher freight rates and increased activity levels in the dry-cargo barge pools and liquid unit tow operations and increased activity levels from fleeting operations.

Equity in Losses of 50% or Less Owned Companies, Net of Tax.  During the Current Year Quarter and Current Six Months, the Company recognized $3.3 million and $3.7 million of equity losses, respectively, primarily from the continued intermediary operations following a structural failure of a terminal facility at the Port of Ibicuy, Argentina.

Fleet Count

The composition of Inland River Services’ fleet as of June 30 was as follows:

	Owned	Joint Ventured	Leased-in	Pooled or Managed	Total
2014
Dry-cargo barges	732	172	2	557	1,463
Liquid tank barges	65	—	8	1	74
Deck barges	20	—	—	—	20
Towboats:
4,000 hp - 6,250 hp	3	13	—	—	16
3,300 hp - 3,900 hp	1	—	—	—	1
Less than 3,200 hp	13	2	—	—	15
	834	187	10	558	1,589
2013
Dry-cargo barges	667	172	2	572	1,413
Liquid tank barges	65	—	8	2	75
Deck barges	20	—	—	—	20
Towboats:
4,000 hp - 6,250 hp	3	13	—	—	16
3,300 hp - 3,900 hp	1	—	—	—	1
Less than 3,200 hp	12	2	—	—	14
Dry-cargo vessel(1)	—	1	—	—	1
	768	188	10	574	1,540

 ______________________

(1) Argentine-flag.

31

Shipping Services
	Three Months Ended June 30,							Six Months Ended June 30,
	2014			2013				2014				2013
	$’000		%	$’000		%		$’000		%		$’000		%
Operating Revenues:
United States	45,484		85	40,054		83		89,854		85		78,969		83
Foreign	8,091		15	8,049		17		16,122		15		15,610		17
	53,575		100	48,103		100		105,976		100		94,579		100
Costs and Expenses:
Operating:
Personnel	9,028		17	8,609		18		17,985		17		17,035		18
Repairs and maintenance	2,484		5	2,377		5		4,433		4		5,015		5
Drydocking	684		1	4,120		9		1,001		1		5,463		6
Insurance and loss reserves	727		1	974		2		1,825		2		1,739		2
Fuel, lubes and supplies	4,055		8	4,328		9		8,817		8		8,670		9
Leased-in equipment	6,649		13	4,575		9		11,921		11		9,252		10
Other	4,391		8	4,571		9		9,033		9		8,994		9
	28,018		53	29,554		61		55,015		52		56,168		59
Administrative and general	5,421		10	6,124		13		11,317		11		11,301		12
Depreciation and amortization	7,115		13	7,907		16		14,869		14		15,704		17
	40,554		76	43,585		90		81,201		77		83,173		88
Gains (Losses) on Asset Dispositions and Impairments, Net	(41	)	—	114		—		(41	)	—		(2,955	)	(3	)
Operating Income	12,980		24	4,632		10		24,734		23		8,451		9
Other Income (Expense):
Foreign currency gains (losses), net	1		—	(8	)	—		(9	)	—		(15	)	—
Other, net	158		—	188		—		(3,775	)	(3	)	202		—
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	1,564		3	(403	)	(1	)	2,317		2		(1,908	)	(2	)
Segment Profit(1)	14,703		27	4,409		9		23,267		22		6,730		7

______________________

(1) Includes amounts attributable to both SEACOR and noncontrolling interests. See "Item 1. Financial Statements—Note 11. Noncontrolling Interests in Subsidiaries" included in Part I of this Quarterly Report on Form 10-Q.

Operating Revenues by Line of Service. The table below sets forth, for the periods indicated, the amount of operating revenues earned from charter arrangements.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	$’000	%	$’000	%	$’000	%	$’000	%
Operating Revenues:
Petroleum Transportation:
Time charter	13,552	25	10,832	22	26,956	26	20,996	22
Bareboat charter	8,649	16	8,649	18	17,202	16	17,202	18
Harbor towing and bunkering	21,379	40	19,096	40	42,299	40	38,224	41
Short-sea transportation	9,874	19	9,406	20	19,276	18	17,923	19
Technical management services	121	—	120	—	243	—	234	—
	53,575	100	48,103	100	105,976	100	94,579	100

32

Operating Revenues. Operating revenues were $5.5 million higher in the Current Year Quarter compared with the Prior Year Quarter and $11.4 million higher in the Current Six Months compared with the Prior Six Months. The increases in both periods were primarily due to increased time charter rates for three U.S.-flag product tankers, fewer days out-of-service for drydocking, more harbor traffic for harbor tugs and bunkering and higher cargo shipping demand for short-sea transportation.

Operating Expenses. Operating expenses were $1.5 million lower in the Current Year Quarter compared with the Prior Year Quarter and $1.2 million lower in the Current Six Months compared with the Prior Six Months. Personnel costs were higher in both periods primarily due to union pay rate increases for vessel crews. Drydocking costs were lower in both periods primarily due to drydocking one of the Company’s U.S.-flag product tankers in the Prior Year Quarter and a reduction in drydocking activity for harbor towing and bunkering. Leased-in equipment charges were higher in both periods due to the sale and leaseback of one of the Company’s U.S.-flag product tankers during the Current Year Quarter and the sale and leaseback of seven harbor tugs during the Prior Six Months.

Administrative and General. Administrative and general expenses were $0.7 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to lower legal fees.

Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold one short-sea container/RORO vessel and sold and leased back one U.S.-flag product tanker for net proceeds of $39.5 million and gains of $28.4 million, all of which were deferred. During the Prior Six Months the Company recognized impairment charges of $3.0 million related to two U.S.-flag harbor tugs while under construction, which were sold and leased back upon their completion.

Operating Income. Excluding the impact of gains on asset dispositions and impairments, operating income as a percentage of operating revenues was 24% in the Current Year Quarter compared with 10% in the Prior Year Quarter and 23% in the Current Six Months compared with 12% in the Prior Six Months. The increases were primarily due to the improvements in operating revenues and lower drydocking costs discussed above.

Other, net. During the Current Six Months, the Company expensed a $4.0 million non-refundable deposit upon the expiration of a new build construction option.

Equity in Earnings of 50% or Less Owned Companies, Net of Tax. Equity in earnings for the Current Year Quarter and Current Six Months were primarily due to gains on the dilution of the Company’s investment in Dorian following the completion of equity offerings in which the Company did not participate.

33

Fleet Count

The composition of Shipping Services’ fleet as of June 30 was as follows:

	Owned	Joint Ventured	Leased-in	Total
2014
U.S.-flag:
Product tankers(1)	4	—	3	7
RORO/deck barges	—	7	—	7
Dry-bulk articulated tug-barge	—	1	—	1
Harbor tugs	15	—	9	24
Ocean liquid tank barges	5	—	—	5
Foreign-flag:
Harbor tugs	4	—	—	4
Very large gas carriers	—	3	—	3
Short-sea container/RORO	7	—	—	7
	35	11	12	58
2013
U.S.-flag:
Product tankers(1)	5	—	2	7
RORO/deck barges	—	7	—	7
Dry-bulk articulated tug-barge	—	1	—	1
Harbor tugs	20	—	4	24
Ocean liquid tank barges	5	—	—	5
Foreign-flag:
Harbor tugs	4	—	—	4
Short-sea container/RORO	7	—	1	8
	41	8	7	56

 ______________________

(1) As of June 30, 2014 and 2013, four were operating under long-term bareboat charters and three were operating under time charters.

34

Illinois Corn Processing
	Three Months Ended June 30,						Six Months Ended June 30,
	2014				2013		2014				2013
	$’000		%		$’000	%	$’000		%		$’000		%
Operating Revenues:
United States	72,798		100		61,378	100	131,454		100		94,227		100
Costs and Expenses:
Operating	56,429		78		59,402	97	103,703		79		93,447		99
Administrative and general	594		1		477	1	1,105		1		1,138		1
Depreciation and amortization	1,010		1		1,489	2	2,000		1		2,978		3
	58,033		80		61,368	100	106,808		81		97,563		103
Operating Income (Loss)	14,765		20		10	—	24,646		19		(3,336	)	(3	)
Other Income (Expense):
Derivative gains (losses), net(1)	(1,519	)	(2	)	473	1	(801	)	(1	)	512		—
Other, net	300		—		—	—	493		—		—		—
Segment Profit (Loss)(2)	13,546		18		483	1	24,338		18		(2,824	)	(3	)

______________________

(1) ICP routinely enters into exchange traded positions (primarily corn futures) to offset its net commodity market exposure on raw material and finished goods inventory balances. As of June 30, 2014 and 2013, the net market exposure to corn under its contracts and its raw material and inventory balances was not material.

(2) Includes amounts attributable to both SEACOR and noncontrolling interests. See "Item 1. Financial Statements—Note 11. Noncontrolling Interests in Subsidiaries" included in Part I of this Quarterly Report on Form 10-Q.

Key Production and Sales Metrics. The table below sets forth, for the periods indicated, key production and sales metrics for Illinois Corn Processing:

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Production Inputs:
Corn (average price per bushel)	$	4.96	$	7.21	$	4.74	$	7.27
Production Output Sold:
Alcohol (gallons in thousands)	22,651		18,231		40,978		27,010
Dried Distiller’s Grains with Solubles ("DDGS") (tons)	60,304		47,204		116,784		85,643
Production Output Sales Price (excluding freight):
Alcohol (per gallon)	$	2.47	$	2.59	$	2.40	$	2.52
Dried Distiller’s Grains with Solubles ("DDGS") (per ton)	$	231.34	$	243.06	$	231.19	$	255.75

Segment Profit (Loss). The improvement in the Current Year Quarter compared with the Prior Year Quarter and in the Current Six Months compared with the Prior Six Months was primarily due to higher sales volumes of alcohol and improved margins as a result of lower corn costs. In addition, during the Prior Six Months, the Company operated its plant at reduced capacity as industry-wide margins for fuel ethanol sales were negative due to a combination of high corn costs following the 2012 drought and low sales prices as a result of high U.S. fuel ethanol supplies.

35

Other Segment Profit (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	$’000		$’000		$’000		$’000
Operating Revenues:
Emergency and crisis services	63		125		125		125
Agricultural commodity trading and logistics	8,308		20,527		21,232		34,851
Other activities	66		—		72		—
	8,437		20,652		21,429		34,976
Segment Profit (Loss):(1)
Emergency and crisis services	(6,826	)	870		(9,016	)	1,334
Agricultural commodity trading and logistics	(1,158	)	(189	)	(1,892	)	(932	)
Other activities(2)	(1,019	)	(609	)	(1,954	)	2,097
	(9,003	)	72		(12,862	)	2,499

______________________

(1) Includes amounts attributable to both SEACOR and noncontrolling interests. See "Item 1. Financial Statements—Note 11. Noncontrolling Interests in Subsidiaries" included in Part I of this Quarterly Report on Form 10-Q.

(2) The components of segment profit do not include interest income, which is a significant component of the Company's lending and leasing activities.

Emergency and Crisis Services. Segment loss in the Current Year Quarter and Current Six Months includes $6.7 million and $8.5 million, respectively, of legal costs and provisions for certain litigation matters associated with the Deepwater Horizon oil spill for which the Company has indemnified Witt O'Brien's.

Other Activities. Segment loss in the Current Six Months includes a $0.4 million impairment charge on an aircraft. Segment profit in the Prior Six Months was primarily due to a gain on the sale of real property.

Corporate and Eliminations
	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	$’000		$’000		$’000		$’000
Corporate Expenses	(8,995	)	(9,419	)	(22,494	)	(19,394	)
Eliminations	—		—		—		—
Operating Loss	(8,995	)	(9,419	)	(22,494	)	(19,394	)
Other Income (Expense):
Derivative gains (losses), net	183		(1,023	)	22		(4,161	)
Foreign currency losses, net	(130	)	(125	)	(108	)	(561	)
Other, net	29		(4	)	(23	)	(69	)

Corporate Expenses. Corporate expenses in the Current Six Months includes a $3.5 million impairment charge on an aircraft.

Derivative losses, net. Derivative losses, net in the Prior Year Quarter and Prior Six Months were primarily due to losses from equity indices and forward currency exchange, option and future contracts.

36

Other Income (Expense) not included in Segment Profit (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	$’000		$’000		$’000		$’000
Interest income	6,030		3,218		10,073		6,385
Interest expense	(10,458	)	(7,922	)	(21,861	)	(20,762	)
Marketable security gains, net	731		6,557		5,801		10,552
	(3,697	)	1,853		(5,987	)	(3,825	)

Interest Income.  Interest income was higher in the Current Year Quarter and Current Six Months due to a contingent payment received on a note receivable in the Company's lending and leasing portfolio as well as additional interest earned on notes receivable from the Company's 50% or less owned companies.

Interest Expense.  Interest expense was higher in the Current Six Months compared with the Prior Six Months primarily due to the issuance of the Company's 3.0% Convertible Senior Notes in November 2013, partially offset by higher capitalized interest.

Liquidity and Capital Resources

General

The Company's ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to repay debt. The Company may use its liquidity to fund acquisitions, repurchase shares of SEACOR common stock, par value $0.01 per share (“Common Stock”), for treasury or to make other investments. Sources of liquidity are cash balances, marketable securities, construction reserve funds, Title XI reserve funds and cash flows from operations. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

As of June 30, 2014, the Company's unfunded capital commitments were $412.8 million and included: $86.5 million for 13 offshore support vessels; $1.1 million for two inland river tank barges; $4.6 million for four inland river towboats; $230.2 million for three U.S.-flag product tankers; $78.4 million for one U.S.-flag articulated tug-barge; and $12.0 million for other equipment and improvements. These commitments are payable as follows: $99.7 million is payable during the remainder of 2014; $303.8 million is payable during 2015-2016; and $9.3 million is payable during 2017.

SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the six months ended June 30, 2014, the Company did not repurchase any of its 7.375% Senior Notes due 2019. As of June 30, 2014, the aggregate outstanding par value of the Company's 7.375% Senior Notes due 2019 was $233.5 million.

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire Common Stock, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of June 30, 2014, the remaining authority under the repurchase plan was $60.8 million. Effective July 31, 2014, SEACOR’s Board of Directors increased the Company's authority to repurchase Common Stock to $150.0 million.

As of June 30, 2014, the Company had outstanding letters of credit totaling $18.2 million with various expiration dates through 2018 and outstanding debt of $873.9 million.

As of June 30, 2014, the Company held balances of cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds totaling $825.9 million. As of June 30, 2014, construction reserve funds of $315.3 million were classified as non-current assets in the accompanying condensed consolidated balance sheets as the Company has the intent and ability to use the funds to acquire equipment.

37

Summary of Cash Flows
	Six Months Ended June 30,
	2014		2013
	$’000		$’000
Cash flows provided by or (used in):
Operating Activities - Continuing Operations	107,866		78,235
Operating Activities - Discontinued Operations	—		24,298
Investing Activities - Continuing Operations	(278,746	)	71,457
Investing Activities - Discontinued Operations	—		(8,502	)
Financing Activities - Continuing Operations	95,787		(2,470	)
Financing Activities - Discontinued Operations	—		(14,017	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	1,073		(2,422	)
Net Increase (Decrease) in Cash and Cash Equivalents	(74,020	)	146,579

Operating Activities

Cash flows provided by operating activities increased by $5.3 million in the Current Six Months compared with the Prior Six Months. The components of cash flows provided by (used in) operating activities during the Current Six Months and Prior Six Months were as follows:

	Six Months Ended June 30,
	2014		2013
	$’000		$’000
Operating income from continuing operations before depreciation, amortization and gains on asset dispositions and impairments, net	114,596		71,238
Operating income from discontinued operations before depreciation, amortization and gains on asset dispositions and impairments, net	—		6,163
Changes in operating assets and liabilities before interest and income taxes	(4,240	)	32,019
Purchases of marketable securities	(4,938	)	(4,045	)
Proceeds from sale of marketable securities	1,049		8,301
Cash settlements on derivative transactions, net	(769	)	(4,784	)
Dividends received from 50% or less owned companies	665		1,605
Interest paid, excluding capitalized interest	(12,796	)	(18,289	)
Income taxes paid, net of amounts refunded	(7,414	)	(629	)
Other	21,713		10,954
Total cash flows provided by operating activities	107,866		102,533

Operating income from continuing operations before depreciation, amortization and gains on asset dispositions and impairments, net was $43.4 million higher in the Current Six Months compared with the Prior Six Months. See “Consolidated Results of Operations” included above for a discussion of the results of each of the Company's business segments.

Changes in operating assets and liabilities before interest and income taxes in the Prior Six Months of $32.0 million was primarily due to reduced working capital needs of Inland River Services and the Spin-off of Era Group.

Other cash flows provided by operating activities in the Current Six Months include litigation settlement proceeds of $14.7 million from an equipment supplier relating to the May 2008 mechanical malfunction and fire onboard the SEACOR Sherman, an anchor handling towing supply vessel then under construction.

Investing Activities

During the Current Six Months, net cash used by investing activities of continuing operations was $278.7 million primarily as follows:

• Capital expenditures were $273.7 million including $148.3 million of progress payments toward the construction of three U.S.-flag product tankers. Equipment deliveries during the period included two crew boats, one supply boat, one wind farm utility vessel, 65 inland river dry-cargo barges and one inland river towboat.

38

• The Company sold five crew boats, three supply boats, one wind farm utility vessel, one U.S.-flag product tanker, which was leased back, one foreign-flag short-sea container/RORO vessel and other property and equipment for net proceeds of $100.9 million ($75.3 million in cash and $25.6 million in seller financing). The Company also received deposits of $2.7 million related to future offshore support vessel sales.

• The Company made investments in its 50% or less owned companies of $21.5 million, including $12.2 million to SCFCo Holdings, $4.8 million to Cleancor, $1.6 million to OSV Partners and $1.3 million to SeaJon.

• The Company received $10.0 million from its 50% or less owned companies.

• The Company made investments of $6.4 million in third party leases and notes receivable, net.

• Construction reserve funds account transactions included deposits of $113.5 million and withdrawals of $50.4 million.

During the Prior Six Months, net cash provided by investing activities of continuing operations was $71.5 million primarily as follows:

• Capital expenditures were $87.9 million. Equipment deliveries included one specialty offshore support vessel, two liftboats, two wind farm utility vessels, two liquid tank barges and three U.S.-flag harbor tugs.

• The Company sold two crew boats, one mini-supply vessel, one supply vessel, one specialty offshore support vessel, three liftboats, 16 dry-cargo barges, eight liquid tank barges, two U.S.-flag harbor tugs and other property and equipment for net proceeds of $132.4 million ($125.1 million in cash, $0.2 million in vendor credits and $7.1 million in seller financing). The Company also received deposits of $0.3 million related to future equipment sales.

• Construction reserve funds account transactions included withdrawals of $55.8 million and deposits of $10.6 million.

• The Company released restricted cash of $11.5 million.

• The Company made investments in its 50% or less owned companies of $26.8 million, including $11.5 million in Sea-Cat Crewzer II and $7.6 million in MexMar.

• On June 6, 2013, the Company acquired a 100% controlling interest in C-Lift LLC through the acquisition of its partners' interest for $12.7 million in cash subject to certain working capital adjustments.

During the Prior Six Months, net cash used in investing activities of discontinued operations of $8.5 million was primarily due to capital expenditures of Era Group prior to the Spin-off.

Financing Activities

During the Current Six Months, net cash provided by financing activities of continuing operations was $95.8 million. The Company:

• made scheduled payments on long-term debt and capital lease obligations of $7.2 million;

• made net repayments on inventory financing arrangements of $6.3 million;

• issued a noncontrolling interest in SEA-Vista for $145.1 million, net of issue costs;

• received $6.3 million from share award plans; and

• acquired for treasury 493,032 shares of Common Stock for an aggregate purchase price of $39.2 million (subsequent to the Current Six Months and through July 29, 2014, the Company purchased 321,377 shares of Common Stock for treasury for an aggregate purchase price of $25.4 million).

During the Prior Six Months, net cash used by financing activities of continuing operations was $2.5 million. The Company:

• made scheduled payments on long-term debt and capital lease obligations of $10.0 million;

• incurred net borrowings on inventory financing arrangements of $2.4 million; and

• received $8.8 million from share award plans.

During the Prior Six Months, net cash used in financing activities of discontinued operations was $14.0 million primarily representing Era Group's cash balance distributed in the Spin-off.

Short and Long-Term Liquidity Requirements

To date, the Company’s liquidity has not been materially impacted by the current credit environment and management does not expect that it will be materially impacted in the near future. The Company anticipates it will continue to generate positive cash flows from operations and that these cash flows will be adequate to meet the Company’s working capital requirements. In

39

support of the Company’s capital expenditure program or other liquidity requirements, the Company may: use its cash balances; sell securities; utilize construction reserve funds; sell assets; enter into sale and leaseback transactions for equipment; issue debt, shares of Common Stock or common stock of its subsidiaries or preferred stock; or a combination thereof.

The Company’s long-term liquidity is dependent upon its ability to generate operating profits sufficient to meet its requirements for working capital, capital expenditures and a reasonable return on shareholders’ investment. The Company believes that earning such operating profits will permit it to maintain its access to favorably priced debt, equity or off-balance sheet financing arrangements. Management will continue to closely monitor the Company’s liquidity and the credit and capital markets.

Off-Balance Sheet Arrangements

For a discussion of the Company's off-balance sheet arrangements, refer to Liquidity and Capital Resources contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. There has been no material change in the Company's off-balance sheet arrangements during the Current Six Months.

Contractual Obligations and Commercial Commitments

For a discussion of the Company's contractual obligations and commercial commitments, refer to Liquidity and Capital Resources contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. There has been no material change in the Company's contractual obligations and commercial commitments during the Current Six Months.

Contingencies

On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by ORM, a subsidiary of the Company prior to the ORM Transaction, during the Deepwater Horizon oil spill response and clean-up in the U.S Gulf of Mexico. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig "Deepwater Horizon", MDL No. 2179 filed in the U.S. District Court for the Eastern District of Louisiana ("MDL"). The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP's Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experienced injuries similar to those of Mr. Wunstell. The Company believes this lawsuit has no merit and will continue to vigorously defend the action and pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM in connection with the Wunstell Action and claims asserted in the MDL, discussed further below. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position, results of operations or cash flows.

On December 15, 2010, ORM and NRC, subsidiaries of the Company prior to the ORM Transaction and SES Business Transaction, respectively, were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The master complaint naming ORM and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against ORM and NRC in the master complaint have no merit and on February 28, 2011, ORM and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that ORM and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that ORM and NRC advanced and directed ORM and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. A schedule for limited discovery and motion practice was established by the Court and, in accordance with that schedule, ORM and NRC filed for summary judgment re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. Those motions were argued on July 13, 2012 and are still pending decision. In addition to the indemnity provided to ORM, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM and NRC in connection with these claims in the MDL. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position, results of operations or cash flows.

Subsequent to the filing of the referenced master complaint, ten additional individual civil actions have been filed in or removed to the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, ORM and/or NRC as defendants or third-party defendants and are part of the overall MDL. By court order, all of these additional individuals' cases have been stayed until further notice. On April 8, 2011, ORM was named as a defendant in

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Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-CV-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 13, 2011, the Company was named as a defendant in Mason v. Seacor Marine, LLC, No. 2:11-CV-00826 (E.D. La.), an action in which plaintiff, a former employee, alleges sustaining personal injuries in connection with responding to the explosion and fire, but also in the months thereafter in connection with the clean-up of oil and dispersants while a member of the crew of the M/V Seacor Vanguard. Although the case is subject to the MDL Court’s stay of individual proceedings, the employee moved to sever his case from the MDL on July 16, 2012, which the Court denied on March 5, 2013. The employee filed a motion asking the Court to reconsider, which was denied on May 3, 2013, and the employee filed a Notice of Appeal to the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) on May 22, 2013. On July 24, 2013, the Company filed a motion to dismiss for lack of appellate jurisdiction, which was granted on August 16, 2013. The same company employee has also brought a claim in the M/V Seacor Vanguard vessel’s limitation action in the MDL which relates to any actions that may have been taken by vessels owned by the Company to extinguish the fire. On April 15, 2011, ORM and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc. ("BP Exploration"), et al., No. 2:11-CV-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, ORM and NRC were named as defendants in Thomas Edward Black v. BP Exploration, et al., No. 2:11-CV-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-CV-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against ORM and NRC (and the other defendants). Plaintiffs in this matter have since been granted leave to amend their complaint to include 410 additional individual plaintiffs. On October 3, 2012, ORM and NRC were served with a Rule 14(c) Third-Party Complaint by Jambon Supplier II, L.L.C. and Jambon Marine Holdings L.L.C. in their Limitation of Liability action, In the Matter of Jambon Supplier II, L.L.C., et al., No. 2:12-CV-00426 (E.D. La.). This Third-Party Complaint alleges that if claimant David Dinwiddie, who served as a clean-up crewmember aboard the M/V JAMBON SUPPLIER II vessel during the clean-up efforts, was injured as a result of his exposure to dispersants and chemicals during the course and scope of his employment, then said injuries were caused by the third-party defendants. On November 25, 2012, ORM was named as a defendant in Victoria Sanchez v. American Pollution Control Corp. et al., No. 2:12-CV-00164 (E.D. La.), a maritime suit filed by an individual who allegedly participated in the clean-up effort and sustained personal injuries during the course of such employment. On December 17, 2012, the Court unsealed a False Claims Act lawsuit naming ORM as a defendant, Dillon v. BP, PLC et al., No. 2:12-CV-00987 (E.D. La.)., which is a suit by an individual seeking damages and penalties arising from alleged false reports and claims made to the federal government with respect to the amount of oil burned and dispersed during the clean-up. The federal government has declined to intervene in this suit. On April 8, 2013, the Company, ORM, and NRC were named as defendants in William and Dianna Fitzgerald v. BP Exploration et al., No. 2:13-CV-00650 (E.D. La.), which is a suit by a husband and wife whose son allegedly participated in the clean-up effort and became ill as a result of his exposure to oil and dispersants. Finally, on April 17, 2013, ORM was named as a defendant in Danos et al. v. BP America Production Co. et al., No. 2:13-CV-03747 (removed to E.D. La.), which is a suit by eight individuals seeking damages for dispersant exposure either as a result of their work during clean-up operations or as a result of their residence in the Gulf. The Company is unable to estimate the potential exposure, if any, resulting from these matters but believes they are without merit and does not expect that they will have a material effect on its consolidated financial position, results of operations or cash flows.

On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named ORM and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean's own Limitation of Liability Act action, which is part of the overall MDL, tendering to ORM and NRC the claims in the referenced master complaint that have already been asserted against ORM and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., and M-I L.L.C. also filed cross-claims against ORM and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean's Limitation of Liability Act action and ORM and NRC have asserted counterclaims against those same parties for identical relief. Weatherford U.S., L.P. and Weatherford International, Inc. (collectively "Weatherford") had also filed cross-claims against ORM and NRC, but moved to voluntarily dismiss these cross-claims without prejudice on February 8, 2013. The Court granted Weatherford's motion that same day. Transcoean's limitation action, and thus the remainder of the aforementioned cross-claims, remains pending. As indicated above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.

On November 16, 2012, 668 individuals who served as beach clean-up workers in Escambia County, Florida during the Deepwater Horizon oil spill response commenced a civil action in the Circuit Court for the First Judicial Circuit of Florida, in and for Escambia County, Abney et al. v. Plant Performance Services, LLC et al., No. 2012-CA-002947, in which they allege, among other things, that ORM and other defendants engaged in the contamination of Florida waters and beaches in violation of Florida Statutes Chapter 376 and injured the plaintiffs by exposing them to dispersants during the course and scope of their employment. The case was removed to the U.S. District Court for the Northern District of Florida on January 13, 2013, Abney et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00024 (N.D. Fla.), and on January 16, 2013, the United States Judicial Panel on

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Multidistrict Litigation (“JPML”) issued a Conditional Transfer Order (“CTO”) transferring the case to the MDL, subject to any timely-filed notice of objection from the plaintiffs. Upon receipt of a notice of objection from the plaintiffs, a briefing schedule was set by the JPML, and so a stay of proceedings and suspension of deadlines was sought and obtained by the Court in the U.S. District Court for the Northern District of Florida. Following briefing before the JPML, the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on April 2, 2013. On April 22, 2013, a companion case to this matter was filed in the U.S. District Court for the Northern District of Florida, Abood et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00284 (N.D. Fla.), which alleges identical allegations against the same parties but names an additional 174 plaintiffs, all of whom served as clean-up workers in various Florida counties during the Deepwater Horizon oil spill response.  A CTO was issued by the JPML on May 2, 2013, no objection was filed by the plaintiffs, and the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on May 10, 2013.  By court order, both of these matters have been stayed until further notice. The Company is unable to estimate the potential exposure, if any, resulting from these matters but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.

Separately, on March 2, 2012, the Court announced that BP Exploration and BP America Production Company ("BP America") (collectively "BP") and the plaintiffs had reached an agreement on the terms of two proposed class action settlements that will resolve, among other things, plaintiffs' economic loss claims and clean-up related claims against BP. The parties filed their proposed settlement agreements on April 18, 2012 along with motions seeking preliminary approval of the settlements. The Court held a hearing on April 25, 2012 to consider those motions and preliminarily approved both settlements on May 2, 2012. A final fairness hearing took place on November 8, 2012. The Court granted final approval to the Economic and Property Damages Class Action Settlement ("E&P Settlement") on December 21, 2012, and granted final approval to the Medical Benefits Class Action Settlement ("Medical Settlement") on January 11, 2013. Both class action settlements were appealed to the Fifth Circuit. The Fifth Circuit affirmed the MDL Court's decision concerning the E&P Settlement on January 10, 2014, and also affirmed the MDL Court's decision concerning the interpretation of the E&P Settlement with respect to business economic loss claims on March 3, 2014. The appeal of the Medical Settlement, on the other hand, was voluntarily dismissed and the Medical Settlement became effective on February 12, 2014. The deadline for bringing a claim to the Medical Benefits Claims Administrator is one year from the effective date of the Settlement. Although neither the Company, ORM, or NRC are parties to the settlement agreements, the Company, ORM, and NRC are listed as released parties on the releases accompanying both settlement agreements. Consequently, barring any further successful appeal, class members who did not file timely requests for exclusion will be barred from pursuing economic loss, property damage, personal injury, medical monitoring, and/or other released claims against the Company, ORM, and NRC. The Company believes these settlements have reduced the Company and ORM's potential exposure, if any, from some of the pending actions described above, and continues to evaluate the settlements' impacts on these cases.

On January 29, 2013, HEPACO, LLC ("HEPACO"), served a demand for arbitration upon ORM, in which HEPACO claimed that ORM owed HEPACO an additional fee of $20,291,178.92 under the parties' Management Services Agreement (“MSA”), dated June 1, 2010.  HEPACO claimed that the MSA required ORM to pay HEPACO an additional fee of 30% of total charges paid under the MSA ("Surcharge") to compensate HEPACO for U.S. Longshoremen's and Harbor Workers' insurance or Jones Act insurance and related risks attendant to the work when a contract requires labor to be performed over, adjoining and/or in water. On June 23, 2014, ORM and HEPACO entered into an agreement to settle HEPACO's claims in the arbitration without a material impact to the Company's results of operations or cash flows and, on July 2, 2014, the HEPACO arbitration was dismissed with prejudice.

ORM is defending against two collective action lawsuits, each asserting failure to pay overtime with respect to individuals who provided service on the Deepwater Horizon oil spill response (the “DPH FLSA Actions”) under the Fair Labor Standards Act (“FLSA”).  These cases, Dennis Prejean v. O'Brien's Response Management Inc. (E.D. La., Case No.: 2:12-cv-01045) (the “Prejean Action”) and Himmerite et al. v. O'Brien's Response Management Inc. et al. (E.D. La., Case No.: 2:12-cv-01533) (the “Himmerite Action”), were each brought on behalf of certain individuals who worked on the Deepwater Horizon oil spill response and who were classified as independent contractors.  The Prejean and Himmerite Actions were each filed in the United States District Court for the Eastern District of Louisiana and then subsequently consolidated with the overall MDL, in which the Himmerite Action was stayed pursuant to procedures of the MDL.  However, both the Prejean and Himmerite Actions were severed from the MDL on September 19, 2013, and referred to a Magistrate Judge for pretrial case management, including issuing a scheduling order, overseeing discovery, and any other preliminary matters.  On October 31, 2013, ORM filed an answer in the Himmerite Action.  In the Himmerite Action, pursuant to an earlier tolling order entered by the Court, the limitations periods for potential plaintiffs to opt-in to the action has been tolled pending further action by the Court.  In the Prejean Action, ORM has answered the complaint and a scheduling order has been issued. On November 6, 2013, the Court conditionally certified a collective class in the Prejean Action.  On December 9, 2013 the Court approved a jointly-submitted form notice and authorized the issuance of notice to all members of the conditionally certified class in the Prejean Action. On December 20, 2013, ORM served plaintiffs’ counsel with a list containing information for approximately 330 potential class members in the Prejean Action. The deadline for plaintiffs to file executed consent forms with the Court has expired. As of February 28, 2014 the Court-ordered deadline for potential class members to opt into the class, 142 individuals have opted in. Although the Court has conditionally certified the

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Prejean class, the Court has not made a final ruling on whether a class exists. The Company intends to vigorously defend its position that a class should not be certified, and intends on filing a motion to decertify the Prejean class. The Court has also not yet ruled on any of the merits of Plaintiffs’ claims. The Company does not expect the potential exposure, if any, resulting from these DPH FLSA Actions will have a material impact on the Company's results of operations or cash flows, but believes the actions are without merit and will continue to vigorously defend against them.

In a related action, Baylor Singleton et. al. v. O'Brien's Response Management Inc. et. al. (E.D. La., Case No.: 2:12-cv-01716) (the “Singleton Action”), which was also filed in the United States District Court for the Eastern District of Louisiana and in which plaintiffs alleged claims similar to those alleged in the Prejean and Himmerite Actions, the parties reached a full and final settlement agreement on February 13, 2014 with respect to all of the Plaintiff’s individual claims for an undisclosed amount. On April 11, 2014, the Court approved the parties’ settlement and dismissed the Singleton Action with prejudice in its entirety. The Court also ordered that the tolling order which had been entered in the Singleton Action expired as of April 11, 2014.

In the course of the Company's business, it may agree to indemnify the counterparty to an agreement.  If the indemnified party makes a successful claim for indemnification, the Company would be required to reimburse that party in accordance with the terms of the indemnification agreement.  Indemnification agreements generally are subject to threshold amounts, specified claim periods and other restrictions and limitations.

In connection with the SES Business Transaction and the ORM Transaction, the Company remains contingently liable for certain obligations, including potential liabilities relating to work performed in connection with the Deepwater Horizon oil spill response. In the case of the SES Business Transaction, such potential liabilities may not exceed the consideration received by the Company for the SES Business Transaction and in the case of the ORM Transaction are subject to a negotiated cap. The Company currently is indemnified under contractual agreements with BP.

During the six months ended June 30, 2014, the Company received net litigation settlement proceeds of $14.7 million from an equipment supplier relating to the May 2008 mechanical malfunction and fire onboard the SEACOR Sherman, an anchor handling towing supply vessel then under construction.  Upon settlement of the litigation, the Company recognized a gain of $14.7 million.

In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company's potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company's estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company's consolidated financial position, results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. There has been no significant change in the Company’s exposure to market risk during the Current Six Months.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2014. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2014.

The Company’s disclosure controls and procedures have been designed to ensure that the Company records, processes, accumulates and communicates information to management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures and submission within the time periods specified in the Security and Exchange Commission's rules and forms. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

For a description of developments with respect to pending legal proceedings described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, see Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Contingencies" in this Quarterly Report on Form 10-Q.

ITEM 1A.RISK FACTORS

There have been no material changes with respect to this item from the disclosure included in the Company’s 2013 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) This table provides information with respect to purchases by the Company of shares of its Common Stock during the Current Year Quarter:

Period	Total Number  Of Shares Purchased	Average Price  Paid Per Share		Total Number of Shares Purchased as Part of Publicly  Announced Plans or Programs	Maximum Value of Shares that may Yet be Purchased under the Plans or Programs(1) (2)
April 1 – 30, 2014	200	$	80.96	—	$	99,983,809
May 1 – 31, 2014	421,130	$	79.46	—	$	66,521,343
June 1 – 30, 2014	71,702	$	79.94	—	$	60,789,399

 ______________________

(1) On June 20, 2014, the Company executed a purchase agreement whereby the Company appointed Goldman, Sachs & Co. as broker to purchase the Company's stock in compliance with the requirements of Rule 10b5-1(c)(l)(i) for the period June 19, 2014 through August 4, 2014. Subsequent to June 30, 2014 and through July 29, 2014, the Company purchased 321,377 shares for treasury for an aggregate purchase price of $25.4 million.

(2) Since February 1997, SEACOR’s Board of Directors authorized the repurchase of Common Stock, certain debt or a combination thereof. From time to time thereafter, and most recently on July 31, 2014, SEACOR's Board of Directors increased the authority to repurchase Common Stock to $150.0 million.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

31.1	Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2	Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

______________________ 

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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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.

			SEACOR Holdings Inc. (Registrant)
DATE:	July 31, 2014	By:	/S/ CHARLES FABRIKANT
			Charles Fabrikant, Executive Chairman of the Board (Principal Executive Officer)
DATE:	July 31, 2014	By:	/S/ RICHARD RYAN
			Richard Ryan, Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

31.1	Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2	Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

______________________ 

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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