Seacor (CKH) 10-Q 2011 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011            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  x    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  x    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    x

The total number of shares of common stock, par value $.01 per share, outstanding as of April 21, 2011 was 21,657,856. The Registrant has no other class of common stock outstanding.

SEACOR HOLDINGS INC.

Table of Contents

Part I.	Financial Information		3
	Item 1.	Financial Statements (Unaudited)	3
		Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	3
		Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2011 and 2010	4
		Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2011	5
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
	Item 4.	Controls and Procedures	44
Part II.	Other Information		45
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
	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)

	March 31, 2011			December 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	409,716		$	370,028
Restricted cash		19,545			12,651
Marketable securities		149,026			147,409
Receivables:
Trade, net of allowance for doubtful accounts of $3,666 and $4,212 in 2011 and 2010, respectively		324,218			450,912
Other		55,475			72,448
Inventories		97,405			67,498
Deferred income taxes		5,442			5,442
Prepaid expenses and other		22,794			18,414
Total current assets		1,083,621			1,144,802
Property and Equipment		2,862,386			2,803,754
Accumulated depreciation		(875,140	)		(835,032	)
Net property and equipment		1,987,246			1,968,722
Investments, at Equity, and Advances to 50% or Less Owned Companies		190,472			182,387
Construction Reserve Funds & Title XI Reserve Funds		331,689			323,885
Goodwill		61,864			61,779
Intangible Assets		19,810			21,169
Other Assets, net of allowance for doubtful accounts of $1,830 in 2011 and 2010		59,996			57,645
	$	3,734,698		$	3,760,389
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	18,106		$	14,618
Current portion of capital lease obligations		1,047			1,030
Accounts payable and accrued expenses		275,991			322,785
Other current liabilities		205,546			197,080
Total current liabilities		500,690			535,513
Long-Term Debt		694,872			697,427
Capital Lease Obligations		5,200			5,493
Deferred Income Taxes		563,023			567,880
Deferred Gains and Other Liabilities		150,593			156,711
Total Liabilities		1,914,378			1,963,024
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; 36,333,746 and 36,110,719 shares issued in 2011 and 2010, respectively		363			361
Additional paid-in capital		1,233,250			1,225,296
Retained earnings		1,482,793			1,471,623
Shares held in treasury of 14,681,620 and 14,711,211 in 2011 and 2010, respectively, at cost		(901,386	)		(903,004	)
Accumulated other comprehensive loss:
Cumulative translation adjustments, net of tax		(3,102	)		(3,995	)
Derivative losses on cash flow hedges, net of tax		(2,511	)		(2,933	)
Other, net of tax		(111	)		(111	)
		1,809,296			1,787,237
Noncontrolling interests in subsidiaries		11,024			10,128
Total equity		1,820,320			1,797,365
	$	3,734,698		$	3,760,389

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 INCOME

(in thousands, except share data, unaudited)

	Three Months Ended March 31,
	2011			2010
Operating Revenues	$	472,264		$	394,575
Costs and Expenses:
Operating		371,011			312,305
Administrative and general		46,394			40,891
Depreciation and amortization		40,059			41,397
		457,464			394,593
Gains on Asset Dispositions and Impairments, Net		7,255			13,659
Operating Income		22,055			13,641
Other Income (Expense):
Interest income		3,738			1,363
Interest expense		(10,041	)		(12,324	)
Debt extinguishment losses		(48	)		(4	)
Marketable security gains, net		1,534			1,961
Derivative gains (losses), net		(3,318	)		2,776
Foreign currency gains (losses), net		5,059			(2,701	)
Other, net		(178	)		600
		(3,254	)		(8,329	)
Income Before Income Tax Expense and Equity In Earnings of 50% or Less Owned Companies		18,801			5,312
Income Tax Expense		7,366			2,316
Income Before Equity in Earnings of 50% or Less Owned Companies		11,435			2,996
Equity in Earnings of 50% or Less Owned Companies, Net of Tax		34			869
Net Income		11,469			3,865
Net Income attributable to Noncontrolling Interests in Subsidiaries		299			264
Net Income attributable to SEACOR Holdings Inc.	$	11,170		$	3,601
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	0.53		$	0.16
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	0.52		$	0.16
Weighted Average Common Shares Outstanding:
Basic		21,104,739			22,269,771
Diluted		21,439,424			22,474,651

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 STATEMENT OF CHANGES IN EQUITY

(in thousands, unaudited)

	SEACOR Holdings Inc. Stockholders’ Equity												Non- controlling Interests in Subsidiaries			Total Equity			Comprehensive Income
	Common Stock		Additional Paid-in Capital		Retained Earnings		Shares Held in Treasury			Accumulated Other Comprehensive Loss
December 31, 2010	$	361	$	1,225,296	$	1,471,623	$	(903,004	)	$	(7,039	)	$	10,128		$	1,797,365
Issuance of common stock:
Employee Stock Purchase Plan		—		—		—		1,672			—			—			1,672
Exercise of stock options		—		2,860		—		—			—			—			2,860
Director stock awards		—		84		—		—			—			—			84
Restricted stock and restricted stock units		2		76		—		—			—			—			78
Amortization of share awards		—		4,880		—		—			—			—			4,880
Cancellation of restricted stock		—		54		—		(54	)		—			—			—
Dividends paid to noncontrolling interests		—		—		—		—			—			(443	)		(443	)
Cash received from noncontrolling interests		—		—		—		—			—			1,040			1,040
Comprehensive income:
Net income		—		—		11,170		—			—			299			11,469		$	11,469
Other comprehensive income		—		—		—		—			1,315			—			1,315			1,315
Three months ended March 31, 2011	$	363	$	1,233,250	$	1,482,793	$	(901,386	)	$	(5,724	)	$	11,024		$	1,820,320		$	12,784

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

and should be read in conjunction herewith.

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SEACOR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Three Months Ended March 31,
	2011			2010
Net Cash Provided by Operating Activities	$	105,226		$	50,216
Cash Flows from Investing Activities:
Purchases of property and equipment		(65,096	)		(71,736	)
Proceeds from disposition of property and equipment		13,632			28,828
Cash settlements on derivative transactions, net		3,314			—
Investments in and advances to 50% or less owned companies		(8,708	)		(14,700	)
Return of investments and advances from 50% or less owned companies		2,674			9,308
Net repayments (advances) on revolving credit line to 50% or less owned companies		(3,728	)		450
Principal payments on third party notes receivable, net		545			67
Net increase in restricted cash		(6,894	)		(1,910	)
Net (increase) decrease in construction reserve funds and title XI reserve funds		(7,804	)		37,078
Net increase in escrow deposits on like kind exchanges		(4,047	)		—
Repayments of (investments in) leases, net		1,373			(15,198	)
Business acquisitions, net of cash acquired		—			(17	)
Net cash used in investing activities		(74,739	)		(27,830	)
Cash Flows from Financing Activities:
Payments on long-term debt and capital lease obligations		(3,081	)		(1,400	)
Net borrowings (payments) on inventory financing arrangements		3,488			(13,663	)
Common stock acquired for treasury		—			(19,848	)
Proceeds and tax benefits from share award plans		4,633			1,583
Purchase of subsidiary shares from noncontrolling interests		—			(39	)
Cash received from noncontrolling interests, net		597			—
Net cash provided by (used in) financing activities		5,637			(33,367	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		3,564			(2,762	)
Net Increase (Decrease) in Cash and Cash Equivalents		39,688			(13,743	)
Cash and Cash Equivalents, Beginning of Period		370,028			465,904
Cash and Cash Equivalents, End of Period	$	409,716		$	452,161

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 months ended March 31, 2011 and 2010 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 present fairly the Company’s financial position as of March 31, 2011, its results of operations for the three months ended March 31, 2011 and 2010, its changes in equity for the three months ended March 31, 2011 and its cash flows for the three months ended March 31, 2011 and 2010. 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, 2010.

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.

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 this criteria is deferred until the criteria are met. Deferred revenues, included in other current liabilities, for the three months ended March 31 were as follows (in thousands):

	2011			2010
Balance at beginning of period	$	29,322		$	15,015
Revenues deferred during the period		1,942			4,891
Revenues recognized during the period		(5,286	)		(2,745	)
Balance at end of period	$	25,978		$	17,161

As of March 31, 2011, deferred revenues included $16.5 million relating to the time charter of several offshore support vessels operating in the U.S. Gulf of Mexico that are scheduled to be paid through the conveyance of a limited net profit interest in developmental oil and gas producing properties owned by a customer. Payments from the conveyance of the limited net profit interest, and the timing of such payments, are contingent upon production and energy sale prices. Based on the current production payout estimate, the deferred revenues are expected to be paid through mid-2012. The Company expects to defer an additional $2.5 million of vessel charter hire under this arrangement through September 2011. The Company will continue to recognize revenues as cash is received or earlier should future payments become determinable. All costs and expenses related to these charters were recognized as incurred.

As of March 31, 2011, deferred revenues also included $6.1 million related to audit provisions in certain of Environmental Services’ response service contracts. The amount of revenues ultimately recognized following the completion of the billing audits or the expiration of the audit period could differ from the amounts billed and those differences may be material.

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Reclassifications. Certain reclassifications of prior period information have been made to conform to the presentation of 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 inLevel 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 assets and liabilities as of March 31, 2011 that are measured at fair value on a recurring basis are as follows (in thousands):

	Level 1		Level 2		Level 3
ASSETS
Marketable securities(1)	$	104,429	$	44,597	$	—
Derivative instruments (included in other receivables)		9,253		6,966		—
Construction reserve funds and Title XI reserve funds		331,689		—		—
LIABILITIES
Short sale of marketable securities (included in other current liabilities)		46,914		—		—
Derivative instruments (included in other current liabilities)		7,090		7,930		—

(1) Marketable security gains (losses), net include losses of $0.6 million and gains of $1.7 million for the three months ended March 31, 2011 and 2010, respectively, related to marketable security positions held by the Company as of March 31, 2011.

The estimated fair value of the Company’s other financial assets and liabilities as of March 31, 2011 are as follows (in thousands):

	Carrying Amount		Estimated Fair Value
ASSETS
Cash, cash equivalents and restricted cash	$	429,261	$	429,261
Investments, at cost, in 50% or less owned companies (included in other assets)		8,315		see below
Notes receivable from other business ventures (included in other assets)		12,789		see below
LIABILITIES
Long-term debt, including current portion		712,978		733,864

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 also not practicable to estimate the fair value of the Company’s notes receivable from other business ventures because the timing of

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settlement of these notes is not certain. 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.

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 March 31, 2011 were as follows (in thousands):

	Derivative Asset		Derivative Liability
Derivatives designated as hedging instruments:
Forward currency exchange contracts (fair value hedges)	$	2,041	$	—
Interest rate swap agreements (cash flow hedges)		—		4,500
		2,041		4,500
Derivatives not designated as hedging instruments:
Options on equities and equity indices		422		1,003
Forward currency exchange, option and future contracts		2,094		295
Interest rate swap agreements		313		2,198
Commodity swap, option and future contracts:
Exchange traded		1,938		5,666
Non-exchange traded		2,179		1,136
U.S. treasury notes, rate locks and bond future and option contracts		7,232		222
		14,178		10,520
	$	16,219	$	15,020

Fair Value Hedges. As of March 31, 2011, the Company designated certain of its forward currency exchange contracts with notional values of €55.1 million as fair value hedges in respect of capital commitments denominated in euros for assets scheduled to be delivered in 2011 through 2013. By entering into these forward currency exchange contracts, the Company has fixed a portion of its euro capital commitments in U.S. dollars to protect against currency fluctuations. During the three months ended March 31, 2011, the Company designated €47.1 million notional value of its forward currency exchange contracts as fair value hedges, in addition to €56.0 million previously so designated as of December 31, 2010, and €48.0 million notional value matured. Subsequent to March 31, 2011, the Company designated €8.0 million notional value of its forward currency exchange contracts as fair value hedges and €8.0 million notional value matured.

The Company recognized gains (losses) on derivative instruments designated as fair value hedges for the three months ended March 31 as follows (in thousands):

	Derivative gains (losses), net
	2011			2010
Forward currency exchange contracts, effective and ineffective portions	$	4,684		$	(2,163	)
Increase (decrease) in fair value of hedged items included in property and equipment corresponding to effective portion of derivative (gains) losses		(4,684	)		2,063
	$	—		$	(100	)

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Cash Flow Hedges.As of March 31, 2011, the Company was a party to various interest rate swap agreements with maturities ranging from 2013 to 2014 that have been designated as cash flow hedges. These agreements call for the Company to pay fixed interest rates ranging from 2.25% to 2.85% on aggregate notional values of $125.0 million and receive a variable interest rate based on LIBOR on these notional values. As of March 31, 2011, 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 the joint venture to pay a fixed interest rate of 1.48% on the amortized notional value of $20.6 million and receive a variable interest rate based on LIBOR on the amortized notional value. By entering into these interest rate swap agreements, the Company and its joint venture have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.

The Company recognized gains (losses) on derivative instruments designated as cash flow hedges for the three months ended March 31 as follows (in thousands):

	Other comprehensive income (loss)						Derivative gains (losses), net
	2011			2010			2011			2010
Interest rate swap agreements, effective portion	$	(99	)	$	(2,399	)	$	—		$	—
Interest rate swap agreements, ineffective portion		—			—			(79	)		52
Reclassification of derivative losses to interest expense or equity in earnings of 50% or less owned companies		748			823			—			—
	$	649		$	(1,576	)	$	(79	)	$	52

Other Derivative Instruments.The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the three months ended March 31 as follows (in thousands):

	Derivative gains (losses), net
	2011			2010
Options on equities and equity indices	$	(263	)	$	292
Forward currency exchange, option and future contracts		418			(1,237	)
Interest rate swap agreements		321			(1,191	)
Commodity swap, option and future contracts:
Exchange traded		(3,127	)		7,686
Non-exchange traded		(452	)		(2,838	)
U.S. treasury notes, rate locks and bond future and option contracts		(136	)		112
	$	(3,239	)	$	2,824

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 market value of marketable security positions that the Company is either about to acquire, has acquired or is about to dispose of.

The Company has entered into and settled forward currency exchange, option and future contracts with respect to various foreign currencies. As of March 31, 2011, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $62.5 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in foreign exchange rates with respect to the Company’s business

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conducted in Europe, Africa, Mexico, Central and South America, the Middle East and Asia. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months. Subsequent to March 31, 2011, the Company entered into additional forward currency exchange contracts with an aggregate U.S. dollar equivalent of $74.5 million and contracts with an aggregate U.S dollar equivalent of $51.2 million matured.

The Company has entered into various interest rate swap agreements maturing in 2012 through 2015 that call for the Company to pay fixed interest rates ranging from 1.67% to 2.59% on aggregate amortized notional values of $100.0 million and receive a variable interest rate based on LIBOR on these amortized notional values. In addition, one of the Company’s Offshore Marine Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2014. This instrument calls for the joint venture to pay a fixed interest rate of 3.05% on the amortized notional value of $26.8 million and receive a variable interest rate based on LIBOR on the 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 joint venture.

The Company has entered into and settled positions in various exchange and non-exchange traded commodity swap, option and future contracts. In the Company’s commodity trading and logistics business, fixed price future purchase and sales contracts of ethanol and 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 inventory balances from market changes. As of March 31, 2011, the net market exposure to ethanol and sugar under these positions was not material. The Company also enters into exchange traded positions (primarily natural gas, crude oil, gasoline, ethanol, 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 and inland river businesses. As of March 31, 2011, these positions were not material.

The Company has entered into and settled various positions in U.S. treasury notes and bonds through rate locks, futures or options on futures tied to U.S. treasury notes. The general purpose of these transactions is to provide value to the Company should the price of U.S. treasury notes and bonds decline, leading to generally higher interest rates, which might lead to higher interest costs for the Company. As of March 31, 2011, these positions consisted primarily of treasury futures and options with a notional value of $15.3 million and a one-year rate-lock agreement with a notional value of $100.0 million. The treasury rate-lock agreement provides for a net cash settlement in October 2011 based on the then current ten-year U.S. Treasury Note versus the agreement rate of 2.845%.

4. Business Acquisitions

SES Kazakhstan Acquisition. On August 31, 2010, the Company obtained a 100% controlling interest in SES-Borkit LLP through its acquisition of its partners’ interest for $1.0 million (cash of $0.6 million and contingent consideration of $0.4 million). Upon acquisition, SES-Borkit LLP was renamed SES-Kazakhstan LLP (“SES-Kazakhstan”). The selling partner has the opportunity to receive additional consideration of up to $0.4 million based on certain performance measures over the period from the date of acquisition through August 2013. The Company performed a preliminary 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 is pending completion of a final valuation for the acquired assets and liabilities. No additional consideration has been earned by the selling partner through March 31, 2011.

PIER Acquisition.On December 1, 2009, the Company acquired all of the issued and outstanding shares of PIER Systems Inc. (“PIER”), a provider of crisis communication consulting services and software in the United States and abroad. The selling stockholders of PIER have the opportunity to receive additional consideration of up to $1.3 million, of which $0.7 million was accrued at acquisition, based upon certain performance measures over the period from the date of acquisition through May 2011. During the three months ended March 31, 2011,

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no additional consideration was earned by the selling stockholders. As of March 31, 2011, the Company had paid $0.2 million, in the aggregate, of additional consideration and reduced its accrued contingent liability.

Rivers Edge Acquisition.On November 15, 2007, the Company acquired all of the issued and outstanding shares of Rivers Edge Services, Inc. and Kemp’s Rivers Edge Vactor Services, Inc. (collectively referred to as “Rivers Edge”), providers of remediation, demolition, and environmental services in the pacific northwestern United States. The selling stockholder of Rivers Edge has the opportunity to receive additional consideration of up to $4.8 million based upon certain performance measures over the period from the date of acquisition through December 31, 2011, which will be recognized by the Company as compensation expense in the period earned by the selling stockholder. As of March 31, 2011, no additional consideration had been earned by the selling stockholders.

SRI Acquisition.On September 7, 2007, the Company acquired all of the issued and outstanding shares of Solid Resources, Inc. and Solid Resources, LLC (collectively referred to as “SRI”), providers of environmental services in the southeastern United States. The selling stockholder of SRI has the opportunity to receive additional consideration of up to $39.5 million based upon certain performance measures over the period from the date of acquisition through September 30, 2011, which will be recognized by the Company as additional cost of the acquisition when the contingency is resolved and when any additional consideration is distributable. During the three months ended March 31, 2011, no additional consideration was earned by the selling stockholders. As of March 31, 2011, the Company had paid $6.0 million, in the aggregate, of additional consideration, which was recorded as additional goodwill.

Subsequent Event.On April 13, 2011, the Company acquired from G&G Marine Inc. and certain of its related parties real property, vessels and a 70% interest in an operating company engaged in the container shipping trade between the United States, the Bahamas and the Caribbean. The operating company will lease-in the property and vessels purchased by the Company. The Company’s purchase price of $33.5 million included cash consideration of $30.3 million and the contribution of a $3.2 million note receivable.

5. Equipment Acquisitions, Dispositions, Impairments and Depreciation Policies

During the three months ended March 31, 2011, capital expenditures were $65.1 million. Equipment deliveries during the period included three helicopters, 55 inland river dry cargo barges and two liquid tank barges. In addition, the Company acquired the remaining interest in an offshore support vessel previously joint ventured.

During the three months ended March 31, 2011, the Company sold one offshore support vessel, two helicopters and other equipment for net proceeds of $13.6 million and recognized net gains of $6.2 million.

From time to time, the Company enters into vessel sale-leaseback transactions with finance companies, provides seller financing on sales of its vessels to third parties and sells vessels, helicopters and barges to its 50% or less owned companies. A portion of the gains realized from these transactions is not immediately recognized in income and has been recorded in the accompanying condensed consolidated balance sheets in deferred gains and other liabilities. Deferred gain activity related to these transactions for the three months ended March 31 was as follows (in thousands):

	2011			2010
Balance at beginning of period	$	131,836		$	93,231
Deferred gains arising from vessel sales		—			—
Amortization of deferred gains included in operating expenses as a reduction to rental expense		(5,596	)		(4,147	)
Amortization of deferred gains included in gains on asset dispositions and impairments, net		(1,074	)		(3,667	)
Balance at end of period	$	125,166		$	85,417

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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 three months ended March 31, 2011, impairment charges recognized by the Company related to long-lived assets held for use were insignificant.

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.

As of March 31, 2011, the estimated useful life (in years) of each of the Company’s major categories of new equipment was as follows:

Offshore support vessels	20
Helicopters	12
Inland river dry cargo and deck barges	20
Inland river liquid tank barges	25
Inland river towboats	25
U.S.-flag tankers(1)	25
Harbor and offshore tugs	25
Ocean liquid tank barges	25

(1) Subject to Oil Pollution Act of 1990 (“OPA 90”) requirements.

6. Investments at Equity and Receivables from 50% or Less Owned Companies

Illinois Corn Processing. On November 20, 2009, the Company and an ingredients and distillery product manufacturer formed Illinois Corn Processing LLC (“ICP”), a 50-50 joint venture to own and operate an alcohol manufacturing facility dedicated to the production of alcohol for beverage, industrial and fuel applications. The Company also provided to ICP a $10.0 million term loan with a maturity in November 2015 and a $20.0 million revolving line of credit with a maturity in November 2012 subject to certain borrowing restrictions. During the three months ended March 31, 2011, the Company made net advances of $3.7 million under the revolving line of credit. As of March 31, 2011, the outstanding balances under the term loan and revolving line of credit were $7.6 million and $13.1 million, respectively, inclusive of unpaid and accrued interest.

Hawker Pacific. On December 15, 2010, the Company acquired a 32.5% interest in Hawker Pacific Airservices, Limited (“Hawker Pacific”) for $25.0 million in cash. Hawker Pacific is an aviation sales and support organization and a distributor of aviation components from some of the world’s leading manufacturers. The Company has performed a preliminary fair value analysis of Hawker Pacific as of the acquisition date. The excess of the purchase price over the Company’s interest in Hawker Pacific’s net assets has been initially allocated to intangible assets in the amount of $7.4 million. Finalization of the preliminary fair value analysis may result in revisions to this allocation.

Dart. On February 28, 2011, the Company made an additional investment of $5.0 million in Dart Helicopter Services LLC (“Dart”), an international sales, marketing and manufacturing organization focusing on after-market helicopter accessories. The additional investment was made in accordance with an agreement whereby the

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Company will contribute its ownership in Dart, and the Company’s partner will contribute its ownership in Dart along with other assets into a newly formed entity in which each partner will own a 50% interest.

Subsequent Event.Dynamic Offshore Drilling Ltd. (“Dynamic”) was established on April 4, 2011 to construct and operate drilling rigs. The Company acquired a 20% interest in Dynamic for $10.0 million. Dynamic’s first jack-up drilling rig will be constructed in Singapore and is scheduled for delivery in the first quarter of 2013. Dynamic also has an option to build an additional jack-up drilling rig, which must be exercised before September 2011.

7. Commitments and Contingencies

The Company’s unfunded capital commitments as of March 31, 2011 consisted primarily of offshore support vessels, helicopters, an interest in a dry-bulk articulated tug-barge, an interest in a river grain terminal and other equipment. These commitments totaled $244.6 million, of which $164.8 million is payable during the remainder of 2011 with the balance payable through 2013. Of the total unfunded capital commitments, $2.8 million may be terminated without further liability. Subsequent to March 31, 2011, the Company committed to purchase additional equipment for $2.5 million.

The Company has guaranteed the payment of amounts owed by one of its joint ventures under a vessel charter agreement and has issued a performance guarantee on behalf of one of its joint ventures both of which expire in 2011. In addition, the Company has guaranteed amounts owed under banking facilities by certain of its joint ventures. As of March 31, 2011, the total amount guaranteed by the Company under these arrangements was $25.4 million. In addition, as of March 31, 2011, the Company had uncalled capital commitments to two of its joint ventures for a total of $2.6 million.

During 2006 and 2007, Marine Transportation Services (“MTS”) had two of its tankers retrofitted to a double-hull configuration in a foreign shipyard to enable each of them to continue to transport crude oil and petroleum products beyond their OPA 90 mandated retirement dates in 2011. Both vessels operate in the U.S. coastwise trade that, under the Shipping Acts, is restricted to vessels built or rebuilt in the United States. In May 2005, MTS received a determination from the U.S. Coast Guard (“USCG”), which administers the United States build requirements of the Shipping Acts, concluding the retrofit work would not constitute a foreign rebuilding and therefore would not jeopardize the tankers’ eligibility to operate in the U.S. coastwise trade. MTS completed the retrofit work in the foreign shipyard in reliance upon the USCG’s determination, which MTS believes was correct and in accord with the USCG’s long-standing regulations and interpretations. On July 9, 2007, a U.S. shipbuilders trade association and two operators of tankers in the U.S. coastwise trade (“Shipbuilders”) commenced a civil action in the U.S. District Court for the Eastern District of Virginia,Shipbuilders Council of America, Inc., et al. v. U.S. Department of Homeland Security, et al., No. 1:07cv665 (E.D. Va.) (the “SB Trader Litigation”), in which they sought to have the court set aside the USCG’s determination and direct the USCG to revoke the coastwise license of one of the two retrofitted tankers, theSeabulk Trader. MTS intervened in the action to assist the USCG in defending its determination. On April 24, 2008, the Court issued a Memorandum Opinion granting a motion for summary judgment by Shipbuilders setting aside the USCG’s determination and remanding the matter to the USCG for further proceedings with instructions to revoke the coastwise endorsement of theSeabulk Trader. On April 30, 2008, MTS appealed the decision to the U.S. Court of Appeals for the Fourth Circuit (the “Court of Appeals”), and the lower court’s decision was stayed pending appeal, subject to certain terms (which MTS also separately appealed). Those terms required that MTS pay to the plaintiffs 12.5% of the revenue generated by theSeabulk Trader from November 7, 2008 in the event that the Court of Appeals affirms the lower court’s decision to revoke its coastwise endorsement (the “Undertaking”). On July 2, 2008, Shipbuilders commenced a second civil action in the U.S. District Court for the Eastern District of Virginia, entitled Shipbuilders Council of America, Inc., et al. v. U.S. Department of Homeland Security, et al., No. 1:08cv680 (E.D. Va.) (the “SB Challenge Litigation”), alleging essentially identical claims as those asserted in the SB Trader Litigation against MTS’s second retrofitted tanker, theSeabulk Challenge. MTS has intervened in the SB Challenge Litigation that was stayed pending the decision of the Court of Appeals in the SB Trader

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Litigation. In September 2009, the Court of Appeals reversed the District Court, holding that the USCG’s interpretation was correct and that the District Court erred in requiring MTS to provide the Undertaking. On January 19, 2010, the District Court vacated its April 24, 2008 Order to the extent it directed the USCG to revoke the coastwise endorsement for theSeabulk Trader and remanded the matter to the USCG with instructions to (i) provide a fuller explanation of one aspect of its rebuild decision and (ii) consider further whether certain work relating to the vessel’s segregated ballast tanks constituted a prohibited foreign installation of required segregated ballast tanks. On August 31, 2010, the USCG issued a further determination further explaining its rebuild decision and concluding that the work relating to the vessel’s segregated ballast tanks did not constitute the installation of a required segregated ballast tank. OSG, the only remaining plaintiff in the litigation, filed a motion for summary judgment seeking to overturn the USCG’s determination. MTS and the USCG filed a cross motion for summary judgment to uphold the Coast Guard’s determination. On March 17, 2011, the District Court granted MTS’s motion for summary judgment and denied OSG’s motion for summary judgment holding that the Coast Guard’s well-reasoned decision to issue a coastwise endorsement to theSeabulk Trader was supported by the facts in the administrative record, was not arbitrary or capricious, and was in accord with the legislative history of the relevant legislation. The loss of coastwise eligibility for its two retrofitted tankers could lead to impairment concerns and could adversely affect the Company’s financial condition and its results of operations. The aggregate carrying value of the Company’s two retrofitted tankers was $44.3 million as of March 31, 2011 and such tankers contributed operating revenues of $5.4 million during the year ended March 31, 2011.

Certain subsidiaries of the Company are participating employers in an industry-wide, multi-employer, defined benefit pension fund, the United Kingdom Merchant Navy Officers Pension Fund (“MNOPF”). Under the direction of a court order, any deficit of the MNOPF is to be remedied through funding contributions from all participating employers. The Company’s participation relates to officers employed between 1978 and 2002 by SEACOR’s Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors. Based on an actuarial valuation of the MNOPF in 2003, the Company was invoiced and expensed $4.4 million in 2005, representing the Company’s allocated share of a total funding deficit of $412.0 million. Subsequent to this invoice, the pension fund trustees determined that $49.0 million of the $412.0 million deficit was deemed uncollectible due to the non-existence or liquidation of certain participating employers and the Company was invoiced and expensed $0.6 million in 2007 for its allocated share of the uncollectible deficit. Based on an actuarial valuation of the MNOPF in 2006, the Company was invoiced and expensed $3.9 million in 2007, representing the Company’s allocated share of an additional funding deficit of $332.6 million. Based on an actuarial valuation of the MNOPF in 2009, the Company was invoiced and expensed $7.8 million in 2010, representing the Company’s allocated share of an additional funding deficit of $636.9 million. Depending on the results of future actuarial valuations, it is possible that the MNOPF will experience further funding deficits, requiring the Company to recognize payroll related operating expenses in the periods invoices are received.

A subsidiary of the Company is a participating employer in an industry-wide, multi-employer, defined benefit pension fund, the United Kingdom Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation relates to ratings employed between 1978 and 2001 by SEACOR’s Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors. Based on an actuarial valuation in March 2008, the Company was advised that its share of a $281.0 million (£175.0 million) accumulated funding deficit was $1.0 million (£0.6 million). The accumulated funding deficit is being recovered by additional annual contributions from current employers and is subject to adjustment following the results of future tri-annual actuarial valuations. As of March 31, 2011, $0.2 million, in the aggregate, of the Company’s funding deficit had been invoiced and expensed. Depending on the results of the future actuarial valuations, it is possible that the MNRPF will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received.

On June 12, 2009, a purported civil class action was filed against SEACOR, Era Group Inc., Era Aviation, Inc., Era Helicopters LLC and two other defendants (collectively the “Defendants”) in the U.S. District Court for the District of Delaware,Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D.Del.). SEACOR acquired Era Group Inc., Era Aviation, Inc., and Era Helicopters LLC in December 2004.

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The complaint alleges that the Defendants violated federal antitrust laws by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005. The purported class of plaintiffs includes all direct purchasers of such services and the relief sought includes compensatory damages and treble damages. On September 14, 2010, the District Court entered an order dismissing the complaint. On November 30, 2010, the District Court granted the plaintiffs motion for reconsideration and amendment (the “Motions”), and ordered limited discovery strictly in regard to the allegations set forth on the plaintiff’s amended complaint. The limited discovery was completed and the defendants have filed a motion for summary judgment, which is pending. The Company is unable to estimate the potential exposure, if any, resulting from these claims but believes they are without merit and intends to vigorously defend the action.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana,Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, theDeepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of theDeepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. The complaint seeks compensatory, punitive, exemplary, and other damages. The Company believes that this lawsuit brought by class action lawyers targeting emergency responders acting under the direction of the U.S. Coast Guard has no merit and will seek its dismissal. The Company also recently filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. Pursuant to the Limitation of Liability Act, those petitions impose an automatic stay on the Robin case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases.

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 O’Brien’s Response Management Inc. (“O’Brien’s), a subsidiary of SEACOR. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP’sDeepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experience injuries similar to Mr. Wunstell. The Company believes this lawsuit has no merit and will seek its dismissal. Pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s in connection with the Wunstell Action and claims asserted in the MDL.

On December 15, 2010, SEACOR subsidiaries O’Brien’s and National Response Corporation (“NRC”) were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. The master complaint naming O’Brien’s and NRC asserts various claims on behalf of a punitive 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 its subsidiaries in the master complaint have no merit and will seek dismissal of the master complaint against both O’Brien’s and NRC. In addition to the indemnity provided to O’Brien’s, the Company has also sought indemnity from the responsible party pursuant to certain contractual arrangements for the claims asserted against NRC in the MDL.

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, O’Brien’s and/or NRC as defendants and are part of the overall multi-

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district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. On April 8, 2011, O’Brien’s was named as a defendant inJohnson 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 15, 2011, O’Brien’s and NRC were named as defendants inJames and Krista Pearson v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00863 (E.D. La.), which is a suit by a husband and wife that allegedly participated in the clean-up effort who are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, O’Brien’s and NRC were also named as defendants inThomas Edward Black v. BP Exploration & Production, Inc., 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 inDarnell 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 O’Brien’s and NRC (and the other defendants). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint.

In addition, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) has named O’Brien’s 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 multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179, tendering to O’Brien’s and NRC the claims in the referenced master complaint that have already been asserted against O’Brien’s and NRC. Transocean, Cameron International Corporation, and Halliburton Energy Services Inc. have also filed cross-claims against O’Brien’s and NRC for contribution should they be found liable for any damages in Transocean’s Limitation of Liability Act action.

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 that any such change in estimated costs would have a material effect on the Company’s consolidated financial position or its results of operations.

During the year ended December 31, 2010, the Company received notice from the Internal Revenue Service of $12.6 million in proposed penalties regarding Marine Transportation Services’ informational excise tax filings for prior years. The Company intends to vigorously defend its position that the proposed penalties are erroneous and believes the resolution of this matter will not have a material effect on the Company’s consolidated financial position or its results of operations.

During the three months ended March 31, 2011, the Company received a Notice of Infringement (the “Notice”) from the Brazilian Federal Revenue Office. The Notice alleged the Company had imported a number of vessels into Brazil without properly completing the required importation documents and levied an assessment of $25.7 million. The Company intends to vigorously defend its position that the proposed assessment is erroneous and believes the resolution of this matter will not have a material effect on the Company’s consolidated financial position or its results of operations. Of the levied assessment, $19.3 million relates to managed vessels whose owner would be responsible for any potential payment.

8. Long-Term Debt and Capital Lease Obligations

As of March 31, 2011, the Company had $125.0 million of outstanding borrowings under its revolving credit facility. The remaining availability under this facility was $323.5 million, net of issued letters of credit of $1.5 million. In addition, the Company had other outstanding letters of credit totaling $40.4 million with various expiration dates through 2014.

During the three months ended March 31, 2011, the Company made payments on long term debt and capital lease obligations of $2.0 million and had net borrowings on its inventory financing arrangements of $3.5 million.

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SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 5.875% Senior Notes and its 7.375% Senior Notes, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the three months ended March 31, 2011, the Company purchased $1.0 million, in principal amount, of its 5.875% Senior Notes due 2012 for $1.1 million.

9. 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 three months ended March 31, 2011, the Company did not acquire any Common Stock for treasury. As of March 31, 2011, the remaining authority under the repurchase plan was $113.0 million.

10. 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 and common shares have been issued pursuant to the exercise of outstanding stock options. For the three months ended March 31, 2011 and 2010, diluted earnings per common share of SEACOR excluded 182,839 and 872,444, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive.

Computations of basic and diluted earnings per common share of SEACOR for the three months ended March 31 were as follows (in thousands, except per share data):

	Net Income		Average O/S     Shares		Per Share
2011
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	11,170		21,105	$	0.53
Effect of Dilutive Securities, net of tax:
Options and Restricted Stock		—		334
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	11,170		21,439	$	0.52
2010
Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	3,601		22,270	$	0.16
Effect of Dilutive Securities, net of tax:
Options and Restricted Stock		—		205
Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	3,601		22,475	$	0.16

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11. Comprehensive Income

For the three months ended March 31, 2011 and 2010, total comprehensive income was $12.8 million and $1.3 million, respectively. The components of other comprehensive income (loss) and allocated income tax (expense) benefit for the three months ended March 31 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) Benefit			Net-of-Tax Amount
2011
Foreign currency translation adjustments	$	1,374		$	(481	)	$	893
Derivative gains on cash flow hedges (see Note 3)		649			(227	)		422
Other comprehensive income	$	2,023		$	(708	)	$	1,315
2010
Foreign currency translation adjustments	$	(2,427	)	$	849		$	(1,578	)
Derivative losses on cash flow hedges (see Note 3)		(1,576	)		552			(1,024	)
Other comprehensive loss	$	(4,003	)	$	1,401		$	(2,602	)

12. Share Based Compensation

The following transactions have occurred in connection with the Company’s share based compensation plans during the three months ended March 31, 2011:

Director stock awards granted	1,000
Employee Stock Purchase Plan (“ESPP”) shares issued	30,151
Restricted stock awards granted	179,750
Restricted stock awards cancelled	560
Shares released from Deferred Compensation Plan	—
Restricted Stock Unit Activities:
Outstanding as of December 31, 2010	531
Granted	650
Converted to shares and issued to Deferred Compensation Plan	—
Outstanding as of March 31, 2011	1,181
Stock Option Activities:
Outstanding as of December 31, 2010	1,130,356
Granted	66,765
Exercised	(42,277	)
Forfeited	—
Expired	—
Outstanding as of March 31, 2011	1,154,844
Shares available for future grants and ESPP purchases as of March 31, 2011	799,962

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13. 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 a component 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 basis of measurement of segment profit or loss is as previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

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

	Offshore Marine Services $’000			Aviation Services $’000			Inland River Services $’000			Marine Transportation Services $’000		Environmental Services $’000			Commodity Trading and Logistics $’000			Other $’000			Corporate and Eliminations $’000			Total $’000
For the three months ended March 31, 2011
Operating Revenues:
External customers		80,323			56,155			43,928			17,224		63,086			194,012			17,536			—			472,264
Intersegment		21			—			2,541			88		—			—			—			(2,650	)		—
		80,344			56,155			46,469			17,312		63,086			194,012			17,536			(2,650	)		472,264
Costs and Expenses:
Operating		63,020			33,465			27,884			8,979		44,044			187,018			9,142			(2,541	)		371,011
Administrative and general		11,770			7,020			2,697			1,417		7,551			2,660			2,620			10,659			46,394
Depreciation and amortization		12,533			11,919			5,622			4,978		2,231			13			2,289			474			40,059
		87,323			52,404			36,203			15,374		53,826			189,691			14,051			8,592			457,464
Gains on Asset Dispositions and Impairments, Net		4,364			2,194			697			—		—			—			—			—			7,255
Operating Income (Loss)		(2,615	)		5,945			10,963			1,938		9,260			4,321			3,485			(11,242	)		22,055
Other Income (Expense):
Derivative gains (losses), net		—			310			—			—		—			(4,750	)		—			1,122			(3,318	)
Foreign currency gains (losses), net		725			353			—			16		(51	)		(5	)		1			4,020			5,059
Other, net		—			—			1			—		—			—			(1	)		(178	)		(178	)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax		735			(99	)		(256	)		—		(8	)		51			(389	)		—			34
Segment Profit (Loss)		(1,155	)		6,509			10,708			1,954		9,201			(383	)		3,096
Other Income (Expense) not included in Segment Profit																									(4,817	)
Less Equity Earnings included in Segment Profit																									(34	)
Income Before Taxes and Equity Earnings																									18,801
Capital Expenditures		18,093			9,209			31,521			4,199		1,774			—			229			71			65,096
As of March 31, 2011
Property and Equipment		617,170			603,904			343,618			217,938		34,786			143			150,983			18,704			1,987,246
Investments, at Equity, and Receivables from 50% or Less Owned Companies		45,865			32,669			40,472			—		2,147			14,546			54,773			—			190,472
Goodwill		13,367			353			1,743			—		45,099			—			1,302			—			61,864
Intangible Assets		7,502			—			1,001			1,834		8,971			—			502			—			19,810
Other current and long-term assets, excluding cash and near cash assets(1)		113,853			78,993			44,061			2,783		144,433			97,084			44,931			39,192			565,330
Segment Assets		797,757			715,919			430,895			222,555		235,436			111,773			252,491
Cash and near cash assets(1)																									909,976
Total Assets																									3,734,698

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

20

	Offshore Marine Services $’000		Aviation Services $’000			Inland River Services $’000			Marine Transportation Services $’000			Environmental Services $’000			Commodity Trading and Logistics $’000			Other $’000			Corporate and Eliminations $’000			Total $’000
For the three months ended March 31, 2010
Operating Revenues:
External customers		106,229		50,323			30,135			19,452			28,158			142,992			17,286			—			394,575
Intersegment		957		(48	)		3,301			—			—			—			154			(4,364	)		—
		107,186		50,275			33,436			19,452			28,158			142,992			17,440			(4,364	)		394,575
Costs and Expenses:
Operating		73,764		32,026			19,554			13,432			20,337			147,372			10,039			(4,219	)		312,305
Administrative and general		12,449		5,391			2,061			837			6,037			2,744			2,845			8,527			40,891
Depreciation and amortization		13,478		10,447			4,876			8,008			1,983			20			2,183			402			41,397
		99,691		47,864			26,491			22,277			28,357			150,136			15,067			4,710			394,593
Gains (Losses) on Asset Dispositions, Net		12,651		90			887			—			(17	)		—			—			48			13,659
Operating Income (Loss)		20,146		2,501			7,832			(2,825	)		(216	)		(7,144	)		2,373			(9,026	)		13,641
Other Income (Expense):
Derivative gains (losses), net		—		(100	)		—			—			—			4,308			—			(1,432	)		2,776
Foreign currency gains (losses), net		374		135			—			15			30			(717	)		(18	)		(2,520	)		(2,701	)
Other, net		—		—			10			—			—			—			—			590			600
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax		2,251		(275	)		(98	)		—			38			(1,022	)		(25	)		—			869
Segment Profit (Loss)		22,771		2,261			7,744			(2,810	)		(148	)		(4,575	)		2,330
Other Income (Expense) not included in Segment Profit																									(9,004	)
Less Equity Earnings included in Segment Profit																									(869	)
Income Before Taxes and Equity Earnings																									5,312
Capital Expenditures		6,336		37,772			12,632			—			1,098			—			—			13,898			71,736
As of March 31, 2010
Property and Equipment		706,886		552,495			275,806			356,836			35,652			208			153,441			19,967			2,101,291
Investments, at Equity, and Receivables from 50% or Less Owned Companies		41,776		25,923			80,061			—			2,169			14,037			22,639			—			186,605
Goodwill		13,367		353			1,743			—			37,678			—			1,302			—			54,443
Intangible Assets		9,673		—			1,372			2,233			8,479			—			612			—			22,369
Other current and long-term assets, excluding cash and near cash assets(1)		173,978		72,348			37,688			9,145			46,574			77,768			42,537			54,898			514,936
Segment Assets		945,680		651,119			396,670			368,214			130,552			92,013			220,531
Cash and near cash assets(1)																									803,928
Total Assets																									3,683,572

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

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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. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: 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 illiquidity 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, loss of U.S. coastwise endorsement for the retro-fitted double-hull tankers, Seabulk Trader and Seabulk Challenge, if the Company is unsuccessful in defending litigation seeking the revocation of their coastwise charters, 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, Marine Transportation Services and Aviation Services, decreased demand for Marine Transportation Services and Harbor and Offshore Towing Services due to construction of additional refined petroleum products, 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, the dependence of Offshore Marine Services, Marine Transportation Services and Aviation Services on several customers, consolidation of the Company’s customer base, the ongoing need to replace aging vessels and aircraft, industry fleet capacity, restrictions imposed by the Shipping Acts and Aviation Acts on the amount of foreign ownership of the Company’s Common Stock, increased competition if the Jones Act is repealed, operational risks of Offshore Marine Services, Marine Transportation Services, Harbor and Offshore Towing Services and Aviation Services, effects of adverse weather conditions and seasonality, future phase-out of Marine Transportation Services’ double-bottom tanker, dependence of spill response revenue on the number and size of spills and upon continuing government regulation in this area and Environmental Services’ ability to comply with such regulation and other governmental regulation, changes in National Response Corporation’s Oil Spill Removal Organization classification, liability in connection with providing spill response services, 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, adequacy of insurance coverage, 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. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such factors. Consequently, the foregoing should not be considered a complete discussion of all potential risks or uncertainties. The words “estimate,” “project,” “intend,” “believe,” “plan” and similar expressions are intended to identify forward-looking statements. 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. 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 six main business segments – Offshore Marine Services, Aviation Services, Inland River Services, Marine Transportation Services, Environmental Services and

22

Commodity Trading and Logistics. The Company also has activities that are referred to and described under Other that primarily includes Harbor and Offshore Towing Services, various other investments in joint ventures and lending and leasing activities.

Consolidated Results of Operations

The sections below provide an analysis of the Company’s operations by business segment for the three months ended March 31, 2011 (“Current Year Quarter”), compared with the three months ended March 31, 2010 (“Prior Year Quarter”). See “Item 1. Financial Statements – Note 13. Segment Information” included in Part I for consolidating segment tables for each period presented.

Offshore Marine Services

	For the Three Months Ended March 31,										Change ’11/’10
	2011						2010				3 Mos.
	$’000			%			$’000		%		%
Operating Revenues:
United States, primarily U.S. Gulf of Mexico		19,161			24			39,484		37
Africa, primarily West Africa		19,467			24			18,875		18
Middle East		11,758			15			13,533		12
Mexico, Central and South America		11,910			15			12,167		11
United Kingdom, primarily North Sea		16,746			21			16,023		15
Asia		1,302			1			7,104		7
Total Foreign		61,183			76			67,702		63
		80,344			100			107,186		100		(25	)
Costs and Expenses:
Operating:
Personnel		32,451			40			37,659		35
Repairs and maintenance		8,751			11			10,375		10
Drydocking		4,664			6			6,916		6
Insurance and loss reserves		2,766			3			3,175		3
Fuel, lubes and supplies		5,164			7			5,427		5
Leased-in equipment		3,437			4			3,163		3
Brokered vessel activity		2,470			3			2,143		2
Other		3,317			4			4,906		5
		63,020			78			73,764		69
Administrative and general		11,770			15			12,449		12
Depreciation and amortization		12,533			15			13,478		12
		87,323			108			99,691		93
Gains on Asset Dispositions		4,364			5			12,651		12
Operating Income (Loss)		(2,615	)		(3	)		20,146		19		(113	)
Other Income (Expense):
Foreign currency gains, net		725			1			374		—
Other, net		—			—			—		—
Equity in Earnings of 50% or Less Owned Companies		735			1			2,251		2
Segment Profit		(1,155	)		(1	)		22,771		21		(105	)

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

	For the Three Months Ended March 31,								Change ’11/’10
	2011				2010				3 Mos.
	$’000		%		$’000		%		%
Operating Revenues:
Time charter:
United States, primarily U.S. Gulf of Mexico		17,379		22		37,728		35		(54	)
Africa, primarily West Africa		16,313		20		17,100		16		(5	)
Middle East		9,429		12		10,992		10		(14	)
Mexico, Central and South America		10,487		13		10,569		10		(1	)
United Kingdom, primarily North Sea		16,696		21		15,950		15		5
Asia		1,321		2		6,936		7		(81	)
Total time charter		71,625		90		99,275		93		(28	)
Bareboat charter		207		—		251		—		(18	)
Brokered vessel activity		3,368		4		2,692		2		25
Other marine services		5,144		6		4,968		5		4
		80,344		100		107,186		100

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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.

	For the Three  Months Ended March 31,
	2011		2010
Rates Per Day Worked:
Anchor handling towing supply	$	29,685	$	30,602
Crew		6,630		6,682
Mini-supply		7,677		7,001
Standby safety		8,870		8,302
Supply		13,224		13,151
Towing supply		10,388		11,967
Specialty		6,987		8,138
Overall Average Rates Per Day Worked		10,123		11,339
Utilization:
Anchor handling towing supply		34%		62%
Crew		66%		68%
Mini-supply		62%		54%
Standby safety		84%		89%
Supply		65%		78%
Towing supply		68%		76%
Specialty		72%		67%
Overall Fleet Utilization		65%		72%
Available Days:
Anchor handling towing supply		1,530		1,710
Crew		3,870		4,500
Mini-supply		779		990
Standby safety		2,250		2,160
Supply		1,548		1,710
Towing supply		540		809
Specialty		360		360
Overall Fleet Available Days		10,877		12,239

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Time charter revenues were $27.6 million lower. Overall fleet utilization was 65% compared with 72%. The number of days available for charter was 10,877 compared with 12,239, a 1,362 day or 11% reduction, due to net fleet dispositions. Overall average day rates were $10,123 per day compared with $11,339 per day, a decrease of $1,216 per day or 11%. Lower utilization decreased time charter revenues by $15.3 million. Net fleet dispositions, the impact of vessels mobilizing between geographic regions and other changes in fleet mix combined to reduce time charter revenues by $7.3 million. In overall terms, lower average day rates decreased time charter revenues by $5.4 million while the impact of favorable changes in currency exchange rates increased time charter revenues by $0.4 million.

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In the U.S. Gulf of Mexico, time charter revenues were $20.3 million lower primarily due to soft market conditions attributable to the ongoing slow down in the issuance of drilling permits by the Bureau of Ocean Energy Management, Regulation and Enforcement in the aftermath of theDeepwater Horizon oil spill. In overall terms, time charter revenues decreased by $16.2 million due to lower fleet utilization and reduced average day rates. Vessels that mobilized out of the region and net fleet dispositions further decreased time charter revenues by $4.1 million. As of March 31, 2011, the Company had twelve vessels cold-stacked in this region compared with 14 as of March 31, 2010.

In the Middle East, time charter revenues were $1.6 million lower primarily due to more off hire time attributable to softer market conditions.

In Asia, time charter revenues were $5.6 million lower, of which $4.3 million was attributable to net fleet dispositions. Reduced fleet utilization and lower average day rates combined to reduce time charter revenues by $1.3 million.

Costs and Expenses. Operating expenses were $10.7 million lower primarily due to net fleet dispositions, which contributed $3.6 million of the overall reduction. Personnel costs in the Prior Year Quarter included a $3.3 million accrual for the settlement of litigation. Drydocking expenses were lower due to reduced drydocking activity in all geographical regions except the North Sea and Asia. Administrative and general expenses were $0.7 lower primarily due to reduced legal fees associated with litigation proceedings in the Prior Year Quarter.

Gains on Asset Dispositions. During the Current Year Quarter, the Company sold one offshore support vessel and other equipment for proceeds of $9.6 million and recognized gains on dispositions of $4.4 million. During the Prior Year Quarter, the Company sold one offshore support vessel and other equipment for proceeds of $22.8 million and recognized gains on dispositions of $12.7 million.

Equity in Earnings of 50% or Less Owned Companies. Equity in earnings in 50% or less owned companies was $1.5 million lower primarily due to lower utilization for a vessel operating in the U.S. Gulf of Mexico, following the termination of its contract in the preceding quarter.

26

Fleet Count.The composition of Offshore Marine Services’ fleet as of March 31 was as follows:

	Owned		Joint Ventured		Leased-in		Pooled or Managed			Total
2011
Anchor handling towing supply		15		2		2		—			19
Crew		40		2		7		3			52
Mini-supply		6		—		3		—			9
Standby safety		25		1		—		—			26
Supply		10		—		7		9			26
Towing supply		4		1		2		—			7
Specialty		4		5		—		3			12
		104		11		21		15			151
2010
Anchor handling towing supply		18		1		1		—			20
Crew		41		2		11		3			57
Mini-supply		6		—		5		—			11
Standby safety		24		1		—		—			25
Supply		11		—		8		7	��		26
Towing supply		6		1		2		1			10
Specialty		4		5		—		3			12
		110		10		27		14			161

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Aviation Services

	For the Three Months Ended March 31,											Change ’11/’10
	2011					2010						3 Mos.
	$’000			%		$’000			%			%
Operating Revenues:
United States		39,233			70		38,071			76
Foreign		16,922			30		12,204			24
		56,155			100		50,275			100			12
Costs and Expenses:
Operating:
Personnel		14,615			26		13,702			27
Repairs and maintenance		9,680			17		8,633			17
Insurance and loss reserves		1,609			3		2,279			4
Fuel		4,761			8		3,830			8
Leased-in equipment		460			1		482			1
Other		2,340			4		3,100			6
		33,465			59		32,026			63
Administrative and general		7,020			13		5,391			11
Depreciation and amortization		11,919			21		10,447			21
		52,404			93		47,864			95
Gains on Asset Dispositions and Impairments, Net		2,194			4		90			—
Operating Income		5,945			11		2,501			5			138
Other Income (Expense):
Derivative gains (losses), net		310			—		(100	)		—
Foreign currency gains, net		353			1		135			—
Other, net		—			—		—			—
Equity in Losses of 50% or Less Owned Companies		(99	)		—		(275	)		(1	)
Segment Profit		6,509			12		2,261			4			188

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

	For the Three Months Ended March 31,										Change ’11/’10
	2011					2010					3 Mos.
	$’000			%		$’000			%		%
Operating Revenues:
U.S. Gulf of Mexico, primarily from oil and gas services		26,161			47		25,679			51		2
Alaska, primarily from oil and gas services		5,104			9		5,250			10		(3	)
Leasing		16,922			30		12,520			25		35
Air Medical Services		5,856			10		4,662			9		26
Flightseeing		3			—		—			—		—
FBO		2,214			4		2,247			5		(1	)
Intersegment Eliminations		(105	)		—		(83	)		—		27
		56,155			100		50,275			100

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Operating Data. The table below sets forth, for the periods indicated, flight hours flown by service line.

	For the Three Months Ended March 31,								Change ’11/’10
	2011				2010				3 Mos.
	Hours		%		Hours		%		%
U.S. Gulf of Mexico		7,291		56		8,229		65		(11	)
Alaska		714		5		668		5		7
Leasing		3,552		27		2,128		17		67
Air Medical Services		1,587		12		1,686		13		(6	)
Flightseeing		—		—		—		—		—
		13,144		100		12,711		100		3

Current Year Quarter compared with Prior Year Quarter

Operating Revenues.Operating revenues from leasing activities were $4.4 million higher primarily due to additional helicopters placed on long-term leases in foreign jurisdictions and new maintenance support contracts on helicopters operating in Brazil. As of March 31, 2011, 46 aircraft were dedicated to the leasing market compared with 36 as of March 31, 2010. Operating revenues from Air Medical Services were $1.2 million higher primarily due to the placement of additional aircraft on existing contracts.

Operating Expenses.Personnel expenses were $0.9 million higher primarily due to pilot pay scale adjustments implemented during 2010. Repair and maintenance expenses were $1.0 million higher as additional helicopters were placed in power-by-hour maintenance contracts. Insurance and loss reserves were lower primarily due to a helicopter premium adjustment received in the Current Year Quarter as a result of “good experience.” Fuel expenses were $0.9 million higher primarily due to higher fuel prices. Other operating expenses were $0.8 million lower primarily due to the receipt of insurance proceeds related to hurricane damages sustained in 2005.

General and administrative.General and administrative expenses were $1.6 million higher primarily due to higher wage and benefit costs.

Depreciation and amortization.Depreciation and amortization expenses were $1.5 million higher primarily due to the placement of additional helicopters into service.

Gains on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold equipment for proceeds of $4.1 million and recognized gains on dispositions of $2.2 million.

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Fleet Count.The composition of Aviation Services’ fleet as of March 31 was as follows:

	Owned(1)		Joint Ventured		Leased-in(2)		Managed		Total
2011
Light helicopters – single engine		52		6		3		—		61
Light helicopters – twin engine		29		—		6		9		44
Medium helicopters		58		—		2		3		63
Heavy helicopters		9		—		—		—		9
		148		6		11		12		177
2010
Light helicopters – single engine		51		6		3		—		60
Light helicopters – twin engine		33		—		6		9		48
Medium helicopters		54		—		2		3		59
Heavy helicopters		9		—		—		—		9
		147		6		11		12		176

(1) Excludes one and two helicopter(s) removed from service as of March 31, 2011 and 2010, respectively.

(2) Excludes three helicopters removed from service as of March 31, 2011 and 2010.

Inland River Services

	For the Three Months Ended March 31,											Change ’11/’10
	2011						2010					3 Mos.
	$’000			%			$’000			%		%
Operating Revenues:
United States		46,469			100			33,436			100		39
Costs and Expenses:
Operating:
Barge logistics		17,644			38			11,277			34
Personnel		3,390			7			2,883			9
Repairs and maintenance		1,101			2			1,182			3
Insurance and loss reserves		658			2			593			2
Fuel, lubes and supplies		809			2			1,057			3
Leased-in equipment		2,769			6			1,486			4
Other		1,513			3			1,076			3
		27,884			60			19,554			58
Administrative and general		2,697			6			2,061			6
Depreciation and amortization		5,622			12			4,876			15
		36,203			78			26,491			79
Gains on Asset Dispositions		697			2			887			2
Operating Income		10,963			24			7,832			23		40
Other Income (Expense):
Other, net		1			—			10			—
Equity in Losses of 50% or Less Owned Companies		(256	)		(1	)		(98	)		—
										��
Segment Profit		10,708			23			7,744			23		38

30

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

	For the Three  Months Ended March 31,								Change ’11/’10
	2011				2010				3 Mos.
	$’000		%		$’000		%		%
Operating Revenues:
Dry cargo barge pools		27,965		60		17,209		51		63
Liquid unit tow operation		6,677		14		7,438		22		(10	)
Charter-out of dry cargo barges		2,034		5		2,274		7		(11	)
10,000 barrel liquid tank barge operations		3,671		8		1,831		6		100
Inland river towboat operations and other activities		6,122		13		4,684		14		31
		46,469		100		33,436		100

Dry Cargo Barge Pool 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.

	For the Three Months Ended March 31,								Change ’11/’10
	2011				2010				3 Mos.
	Tons		%		Tons		%		%
Tons Moved (in thousands):
Grain		964		68		686		63		41
Non-Grain		462		32		395		37		17
		1,426		100		1,081		100		32
	Days				Days
Available Barge Days		47,354				38,577				23

Current Year Quarter compared with Prior Year Quarter

Operating Revenues.Operating revenues were $13.0 million higher primarily due to a larger fleet following the addition of newly constructed dry cargo barges and the addition of dry cargo and 10,000 barrel liquid tank barges previously included in the Seaspraie joint venture. Operating revenues from inland river towboat operations and other activities were $1.4 million higher primarily due to improved utilization and the contribution from repair and maintenance and shore side tankering services that began in the third quarter of 2010.

Operating Expenses.Operating expenses were $8.3 million higher primarily due to higher barge logistic, personnel and leased-in equipment expenses. Barge logistic expenses were $6.4 million higher primarily due to the impact of the larger fleet as discussed above. Personnel expenses were $0.5 million higher primarily due to the Company’s repair and maintenance and shore side tankering services that began in the third quarter of 2010. Leased-in equipment expenses were $1.3 million higher due to chartering in a substitute vessel to temporarily replace a towboat undergoing refurbishment.

31

Fleet Count.The composition of Inland River Services’ fleet as of March 31 was as follows:

	Owned		Joint Ventured		Leased-in		Pooled or Managed		Total
2011
Inland river dry cargo barges		689		172		2		634		1,497
Inland river liquid tank barges		70		—		—		10		80
Inland river deck barges		26		—		—		—		26
Inland river towboats		17		15		—		—		32
Dry cargo vessel(1)		—		1		—		—		1
		802		188		2		644		1,636
2010
Inland river dry cargo barges		607		262		2		548		1,419
Inland river liquid tank barges		51		34		2		—		87
Inland river deck barges		26		—		—		—		26
Inland river towboats		17		12		—		—		29
Dry cargo vessel(1)		—		1		—		—		1
		701		309		4		548		1,562

(1) Argentine-flag.

Marine Transportation Services

	For the Three Months Ended March 31,										Change ‘11/’10
	2011				2010						3 Mos.
	$’000		%		$’000			%			%
Operating Revenues:
United States		17,312		100		19,452			100			(11	)
								��
Costs and Expenses:
Operating:
Personnel		3,881		22		6,045			31
Repairs and maintenance		610		4		831			4
Drydocking		400		2		4,237			22
Insurance and loss reserves		490		3		595			3
Fuel, lubes and supplies		322		2		1,090			6
Leased-in equipment		2,900		17		—			—
Other		376		2		634			3
		8,979		52		13,432			69
Administrative and general		1,417		8		837			4
Depreciation and amortization		4,978		29		8,008			41
		15,374		89		22,277			114
Operating Income (Loss)		1,938		11		(2,825	)		(14	)		169
Other Income (Expense):
Foreign currency gains, net		16		—		15			—
Segment Profit (Loss)		1,954		11		(2,810	)		(14	)		170

32

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

	For the Three Months Ended March 31,									Change ’11/’10
	2011					2010				3 Mos.
	$’000			%		$’000		%		%
Operating Revenues:
Time charter		8,730			50		12,313		63		(29	)
Bareboat charter		8,640			50		5,990		31		44
Contract of affreightment and other		(58	)		—		1,149		6		(105	)
		17,312			100		19,452		100

Current Year Quarter compared with Prior Year Quarter

Operating Revenues.Time charter revenues were $3.6 million lower and bareboat charter revenues were $2.7 million higher primarily due to the change in the contract status of one vessel effective August 2010. Contract of affreightment and other revenues were $1.2 million lower due to the lay-up of theSeabulk America in August 2010.

Operating Expenses.Operating expenses were $4.5 million lower consistent with an additional vessel operating under a long-term bareboat charter and the lay-up of theSeabulk America. Drydocking expenses were $3.8 million lower as two tankers underwent regulatory drydockings and another underwent a handover drydocking prior to commencing a long-term bareboat charter in the Prior Year Quarter. Leased-in expenses were higher in the Current Year Quarter due to the sale-leaseback of two vessels during the fourth quarter of 2010.

Depreciation and Amortization.Depreciation and amortization expenses were $3.0 million lower due to the sale-leaseback of two vessels during the fourth quarter of 2010 and the write down of theSeabulk Americato fair value in the third quarter 2010.

General and administrative.General and administrative expenses were $0.6 million higher primarily due to legal and professional fees.

Fleet Count. As of March 31, 2011 and 2010, Marine Transportation Services’ fleet consisted of eight U.S.-flag product tankers operating in the domestic coastwise trade. As of March 31, 2011, six of the U.S.-flag product tankers were owned and two were leased-in, of which four were operating under long-term bareboat charters, three were operating under time charters and one was laid-up.

33

Environmental Services

	For the Three Months Ended March 31,											Change ’11/’10
	2011					2010						3 Mos.
	$’000			%		$’000			%			%
Operating Revenues:
United States		58,515			93		22,230			79
Foreign		4,571			7		5,928			21
		63,086			100		28,158			100			124
Costs and Expenses:
Operating:
Subcontractors		23,824			38		5,374			19
Personnel		16,129			25		11,380			40
Repairs and maintenance		707			1		997			4
Insurance and loss reserves		608			1		622			2
Fuel, lube and supplies		1,170			2		867			3
Other		1,606			3		1,097			4
		44,044			70		20,337			72
Administrative and general		7,551			12		6,037			22
Depreciation and amortization		2,231			3		1,983			7
		53,826			85		28,357			101
Losses on Asset Dispositions		—			—		(17	)		—
Operating Income (Loss)		9,260			15		(216	)		(1	)		4,387
Other Income (Expense):
Foreign currency gains (losses), net		(51	)		—		30			—
Equity in Earnings (Losses) of 50% or Less Owned Companies		(8	)		—		38			—
Segment Profit (Loss)		9,201			15		(148	)		(1	)		6,317

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

	For the Three Months Ended March 31,								Change ’11/’10
	2011				2010				3 Mos.
	$’000		%		$’000		%		%
Operating Revenues:
Response Services		38,217		61		4,020		14		851
Retainer Services		6,912		11		6,496		23		6
Standby Services		2,346		4		1,741		6		35
Professional Services		3,490		5		4,029		15		(13	)
Software Services		222		—		61		—		264
Project Management		10,432		17		10,603		38		(2	)
Equipment Sales and Leasing		1,467		2		1,208		4		21
		63,086		100		28,158		100

34

Current Year Quarter compared with Prior Year Quarter

Operating Revenues.Operating revenues were $34.9 million higher primarily due to increased emergency response revenues related to theDeepwater Horizon oil spill response.

Operating Expenses.Operating expenses were $23.7 million higher primarily due to higher subcontractor and personnel costs of $18.5 million and $4.7 million, respectively. The increases were primarily due to additional resources required in support of theDeepwater Horizon oil spill response.

General and administrative.General and administrative expenses were $1.5 million higher primarily due to higher wage and benefit costs and higher legal fees as a result of litigation resulting from theDeepwater Horizon oil spill response.

Commodity Trading and Logistics

	For the Three Months Ended March 31,												Change ’11/’10
	2011						2010						3 Mos.
	$’000			%			$’000			%			%
Operating Revenues:
United States		165,095			85			107,481			75
Foreign		28,917			15			35,511			25
		194,012			100			142,992			100			36
Costs and Expenses:
Operating		187,018			96			147,372			103
Administrative and general		2,660			2			2,744			2
Depreciation and amortization		13			—			20			—
		189,691			98			150,136			105
Operating Income (Loss)		4,321			2			(7,144	)		(5	)		160
Other Income (Expense):
Derivative gains (losses), net(1)		(4,750	)		(2	)		4,308			3
Foreign currency losses, net		(5	)		—			(717	)		—
Equity in Earnings (Losses) of 50% or Less Owned Companies		51			—			(1,022	)		(1	)
Segment Profit (Loss)		(383	)		—			(4,575	)		(3	)		92

⁽¹⁾  In the Company’s energy and sugar trading businesses, fixed price future purchase and sale contracts for ethanol and sugar are included in derivative positions at fair value. The Company routinely enters into exchange traded positions to offset its net commodity market exposure on these purchase and sale contracts as well as its inventory balances. As a result, derivative gains (losses), net recognized during any period are predominately offset by fair value adjustments included in operating revenues and expenses on completed transactions, subject to certain timing differences on the delivery of physical inventories. As of March 31, 2011 and 2010, the net market exposure to ethanol and sugar under its contracts and inventory balances was not material.

35

Operating Revenues and Segment Profit (Loss) by Commodity.The table below sets forth, for the periods indicated, the amount of operating revenues earned and segment profit (loss) by commodity.

	For the Three Months Ended March 31,											Change ’11/’10
	2011					2010						3 Mos.
	$’000			%		$’000			%			%
Operating Revenues:
Energy		168,760			87		107,481			75			57
Sugar		24,680			13		26,265			18			(6	)
Rice		572			—		9,246			7			(94	)
		194,012			100		142,992			100
Segment Profit (Loss):
Energy		(43	)		11		(1,207	)		26			96
Sugar		(75	)		20		417			(9	)		(118	)
Rice		(265	)		69		(3,785	)		83			93
		(383	)		100		(4,575	)		100

Current Year Quarter compared with Prior Year Quarter

Energy.Operating revenues and operating expenses were higher in the Current Year Quarter reflecting increased activity in renewable fuel and clean blendstock trading, including logistics and transport, and hydrocarbon transportation revenues. Segment loss declined primarily due to higher margins on trading activities partially offset by derivative losses on hedging physical inventory positions and start-up costs associated with the Company’s alcohol manufacturing joint venture in the Prior Year Quarter.

Sugar.Segment results in the Current Year Quarter declined due to lower sales volumes as a result of higher commodity prices.

Rice.Segment losses from rice activities declined in the Current Year Quarter due to winding down rice trading activities.

Other Segment Profit

	For the Three  Months Ended March 31,						Change ’11/’10
	2011			2010			3 Mos.
	$’000			$’000			%
Harbor and Offshore Towing Services		3,488			2,709			29
Other Activities		(3	)		(354	)		99
Equity in Losses of 50% or Less Owned Companies, net		(389	)		(25	)		(1,456	)
Segment Profit		3,096			2,330			33

Harbor and Offshore Towing Services.Segment profit from Harbor and Offshore Towing Services increased in the Current Year Quarter primarily due to an increase in port traffic, lower expenses following the return of two leased-in tugs, and a reduction in legal costs. These increases were partially offset by lower outside harbor activity.

36

Corporate and Eliminations

	For the Three  Months Ended March 31,						Change ’11/’10
	2011			2010			3 Mos.
	$’000			$’000			%
Corporate Expenses		(11,242	)		(8,881	)		(27	)
Eliminations		—			(145	)		100
Operating Loss		(11,242	)		(9,026	)		(25	)
Other Income (Expense):
Derivative gains (losses), net		1,122			(1,432	)		178
Foreign currency gains (losses), net		4,020			(2,520	)		260
Other, net		(178	)		590			(130	)

Derivative gains (losses), net. Derivative gains, net were $1.1 million in the Current Year Quarter primarily due to gains on exchange traded commodity option and future contracts. Derivative losses, net in the Prior Year Quarter were primarily due to interest rate swaps and forward currency exchange contracts.

Foreign currency gains (losses), net. Foreign currency gains, net of $4.0 million in the Current Year Quarter were primarily due to the strengthening of the euro against the U.S. dollar. Foreign currency losses, net of $2.5 million in the Prior Year Quarter were primarily due to the weakening of the pound sterling and euro against the U.S. dollar.

Other Income (Expense) not included in Segment Profit (Loss)

	For the Three Months Ended March 31,						Change ’11/’10
	2011			2010			3 Mos.
	$’000			$’000			%
Interest income		3,738			1,363			174
Interest expense		(10,041	)		(12,324	)		19
Debt extinguishment losses		(48	)		(4	)		1,100
Marketable security gains, net		1,534			1,961			(22	)
		(4,817	)		(9,004	)

Interest Income.Interest income increased in the Current Year Quarter compared with the Prior Year Quarter primarily due to higher invested balances in interest-bearing securities and an increase in the Company’s lending and leasing activities.

Interest Expense.Interest expense decreased in the Current Year Quarter compared with the Prior Year Quarter primarily due to the reduction in principal balances of the Company’s debt and higher capitalized interest.

Marketable security gains, net.Marketable security gains, net in the Current Year Quarter were primarily attributable to gains on the Company’s long marketable security positions partially offset by losses on its short marketable security positions. Marketable security gains, net in the Prior Year Quarter were primarily attributable to the Company’s long marketable securities positions.

37

Liquidity and Capital Resources

General

The Company’s ongoing liquidity requirements arise primarily from working capital needs, meeting its capital commitments and the repayment of debt obligations. In addition, 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, cash flows from operations and borrowings under the Company’s revolving credit facility. From time to time, the Company may secure additional liquidity through the issuance of debt, shares of Common Stock, preferred stock or a combination thereof.

The Company’s unfunded capital commitments as of March 31, 2011 consisted primarily of offshore support vessels, helicopters, an interest in a dry-bulk articulated tug-barge, an interest in a river grain terminal and other equipment. These commitments totaled $244.6 million, of which $164.8 million is payable during the remainder of 2011 with the balance payable through 2013. Of the total unfunded capital commitments, $2.8 million may be terminated without further liability. Subsequent to March 31, 2011, the Company committed to purchase additional equipment for $2.5 million.

As of March 31, 2011, construction reserve funds of $322.1 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.

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 March 31, 2011, the remaining authority under the repurchase plan was $113.0 million.

SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 5.875% Senior Notes due 2012 and its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

As of March 31, 2011, the Company had $125.0 million of outstanding borrowings under its revolving credit facility. The remaining availability under this facility as of March 31, 2011 was $323.5 million, net of issued letters of credit of $1.5 million. In addition, the Company had other outstanding letters of credit totaling $40.4 million with various expiration dates through 2014.

Summary of Cash Flows

	For the Three Months Ended March 31,
	2011			2010
	$’000			$’000
Cash flows provided by or (used in):
Operating Activities		105,226			50,216
Investing Activities		(74,739	)		(27,830	)
Financing Activities		5,637			(33,367	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		3,564			(2,762	)
Net Increase (Decrease) in Cash and Cash Equivalents		39,688			(13,743	)

38

Operating Activities

Cash flows provided by operating activities were $55.0 million higher in the Current Year Quarter compared with the Prior Year Quarter. The components of cash flows provided by operating activities during the three months ended March 31 were as follows:

	For the Three Months Ended March 31,
	2011			2010
	$’000			$’000
Operating income before depreciation and gains on asset dispositions and impairments, net		54,859			41,379
Changes in operating assets and liabilities before interest and income taxes		44,195			(2,241	)
Purchase of marketable securities		(33,952	)		(14,738	)
Proceeds from sales of marketable securities		46,940			21,564
Dividends received from 50% or less owned companies		1,110			6,200
Interest paid, excluding capitalized interest		(1,206	)		(1,838	)
Income taxes paid, net of refunds		(3,597	)		(132	)
Other		(3,123	)		22
Total cash flows provided by operating activities		105,226			50,216

Operating income before depreciation and gains on asset dispositions and impairments, net was $13.5 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to the improved results in Environmental Services and Commodity Trading and Logistics, partially offset by lower results in Offshore Marine Services. See “Consolidated Results of Operations” included above for a discussion of the results of each of the Company’s business segments.

During the Current Year Quarter, changes in operating assets and liabilities before interest and income taxes provided cash flows of $44.2 million primarily due to reduced working capital employed in Environmental Services, Offshore Marine Services and Inland River Services, partially offset by increased working capital in Commodity Trading and Logistics due to the accumulation of ethanol inventories.

During the Current Year Quarter, cash used in operating activities included $10.3 million to purchase marketable security long positions and $23.7 million to cover marketable security short positions. During the Current Year Quarter, cash provided by operating activities included $18.7 million received from the sale of marketable security long positions and $28.2 million received upon entering into marketable security short positions.

During the Prior Year Quarter, cash used in operating activities included $14.7 million to purchase marketable security long positions and cash provided by operating activities included $21.6 million received from the sale of marketable security long positions.

Investing Activities

During the Current Year Quarter, net cash used in investing activities was $74.7 million primarily as follows:

• Capital expenditures were $65.1 million. Equipment deliveries included three helicopters, 55 inland river dry cargo barges and two liquid tank barges. In addition, the Company acquired the remaining interest in an offshore support vessel previously joint ventured.

• Proceeds from the disposition of property and equipment were $13.6 million. The Company sold one offshore support vessel, two helicopters and other equipment.

39

• The Company made net investments in its 50% or less owned companies of $9.8 million.

• Construction reserve fund account transactions included withdrawals of $0.2 million and deposits of $8.0 million.

During the Prior Year Quarter, net cash used in investing activities was $27.8 million primarily as follows:

• Capital expenditures were $71.7 million. Equipment deliveries included 26 dry cargo barges and two helicopters.

• Proceeds from the disposition of property and equipment were $28.8 million. The Company sold one offshore support vessel and other equipment. In addition, the Company received insurance proceeds related to the nationalization of one of its offshore support vessels.

• The Company made net investments in leases of $15.2 million.

• The Company made net investments in its 50% or less owned companies of $4.9 million.

• Construction reserve fund account transactions included withdrawals of $37.1 million.

Financing Activities

During the Current Year Quarter, net cash provided by financing activities was $5.6 million. The Company:

• repurchased $1.0 million, in principal amount, of its 5.875% Senior Notes due 2012 for an aggregate purchase price of $1.1 million;

• made scheduled payments on long-term debt and capital lease obligations of $2.0 million;

• had net borrowings on inventory financing arrangements of $3.5 million; and

• received $4.6 million from share award programs.

During the Prior Year Quarter, net cash used in financing activities was $33.4 million. The Company:

• made scheduled payments on long-term debt and capital lease obligations of $1.4 million;

• made net payments on inventory financing arrangements of $13.7 million; and

• acquired for Treasury 249,700 shares of Common Stock for an aggregate purchase price of $19.8 million.

Short and Long-Term Liquidity Requirements

Current economic conditions have continued to disrupt the credit markets. To date, the Company’s liquidity has not been materially impacted 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 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 additional vessels or other equipment, enter into sale and leaseback transactions for equipment, borrow under its revolving credit facility, issue debt 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.

40

Contingencies

During 2006 and 2007, Marine Transportation Services (“MTS”) had two of its tankers retrofitted to a double-hull configuration in a foreign shipyard to enable each of them to continue to transport crude oil and petroleum products beyond their OPA 90 mandated retirement dates in 2011. Both vessels operate in the U.S. coastwise trade that, under the Shipping Acts, is restricted to vessels built or rebuilt in the United States. In May 2005, MTS received a determination from the U.S. Coast Guard (“USCG”), which administers the United States build requirements of the Shipping Acts, concluding the retrofit work would not constitute a foreign rebuilding and therefore would not jeopardize the tankers’ eligibility to operate in the U.S. coastwise trade. MTS completed the retrofit work in the foreign shipyard in reliance upon the USCG’s determination, which MTS believes was correct and in accord with the USCG’s long-standing regulations and interpretations. On July 9, 2007, a U.S. shipbuilders trade association and two operators of tankers in the U.S. coastwise trade (“Shipbuilders”) commenced a civil action in the U.S. District Court for the Eastern District of Virginia,Shipbuilders Council of America, Inc., et al. v. U.S. Department of Homeland Security, et al., No. 1:07cv665 (E.D. Va.) (the “SB Trader Litigation”), in which they sought to have the court set aside the USCG’s determination and direct the USCG to revoke the coastwise license of one of the two retrofitted tankers, theSeabulk Trader. MTS intervened in the action to assist the USCG in defending its determination. On April 24, 2008, the Court issued a Memorandum Opinion granting a motion for summary judgment by Shipbuilders setting aside the USCG’s determination and remanding the matter to the USCG for further proceedings with instructions to revoke the coastwise endorsement of theSeabulk Trader. On April 30, 2008, MTS appealed the decision to the U.S. Court of Appeals for the Fourth Circuit (the “Court of Appeals”), and the lower court’s decision was stayed pending appeal, subject to certain terms (which MTS also separately appealed). Those terms required that MTS pay to the plaintiffs 12.5% of the revenue generated by theSeabulk Trader from November 7, 2008 in the event that the Court of Appeals affirms the lower court’s decision to revoke its coastwise endorsement (the “Undertaking”). On July 2, 2008, Shipbuilders commenced a second civil action in the U.S. District Court for the Eastern District of Virginia, entitled Shipbuilders Council of America, Inc., et al. v. U.S. Department of Homeland Security, et al., No. 1:08cv680 (E.D. Va.) (the “SB Challenge Litigation”), alleging essentially identical claims as those asserted in the SB Trader Litigation against MTS’s second retrofitted tanker, theSeabulk Challenge. MTS has intervened in the SB Challenge Litigation that was stayed pending the decision of the Court of Appeals in the SB Trader Litigation. In September 2009, the Court of Appeals reversed the District Court, holding that the USCG’s interpretation was correct and that the District Court erred in requiring MTS to provide the Undertaking. On January 19, 2010, the District Court vacated its April 24, 2008 Order to the extent it directed the USCG to revoke the coastwise endorsement for theSeabulk Trader and remanded the matter to the USCG with instructions to (i) provide a fuller explanation of one aspect of its rebuild decision and (ii) consider further whether certain work relating to the vessel’s segregated ballast tanks constituted a prohibited foreign installation of required segregated ballast tanks. On August 31, 2010, the USCG issued a further determination further explaining its rebuild decision and concluding that the work relating to the vessel’s segregated ballast tanks did not constitute the installation of a required segregated ballast tank. OSG, the only remaining plaintiff in the litigation, filed a motion for summary judgment seeking to overturn the USCG’s determination. MTS and the USCG filed a cross motion for summary judgment to uphold the Coast Guard’s determination. On March 17, 2011, the District Court granted MTS’s motion for summary judgment and denied OSG’s motion for summary judgment holding that the Coast Guard’s well-reasoned decision to issue a coastwise endorsement to theSeabulk Trader was supported by the facts in the administrative record, was not arbitrary or capricious, and was in accord with the legislative history of the relevant legislation. The loss of coastwise eligibility for its two retrofitted tankers could lead to impairment concerns and could adversely affect the Company’s financial condition and its results of operations. The aggregate carrying value of the Company’s two retrofitted tankers was $44.3 million as of March 31, 2011 and such tankers contributed operating revenues of $5.4 million during the year ended March 31, 2011.

Certain subsidiaries of the Company are participating employers in an industry-wide, multi-employer, defined benefit pension fund, the United Kingdom Merchant Navy Officers Pension Fund (“MNOPF”). Under the direction of a court order, any deficit of the MNOPF is to be remedied through funding contributions from all participating employers. The Company’s participation relates to officers employed between 1978 and 2002 by SEACOR’s Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors.

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Based on an actuarial valuation of the MNOPF in 2003, the Company was invoiced and expensed $4.4 million in 2005, representing the Company’s allocated share of a total funding deficit of $412.0 million. Subsequent to this invoice, the pension fund trustees determined that $49.0 million of the $412.0 million deficit was deemed uncollectible due to the non-existence or liquidation of certain participating employers and the Company was invoiced and expensed $0.6 million in 2007 for its allocated share of the uncollectible deficit. Based on an actuarial valuation of the MNOPF in 2006, the Company was invoiced and expensed $3.9 million in 2007, representing the Company’s allocated share of an additional funding deficit of $332.6 million. Based on an actuarial valuation of the MNOPF in 2009, the Company was invoiced and expensed $7.8 million in 2010, representing the Company’s allocated share of an additional funding deficit of $636.9 million. Depending on the results of future actuarial valuations, it is possible that the MNOPF will experience further funding deficits, requiring the Company to recognize payroll related operating expenses in the periods invoices are received.

A subsidiary of the Company is a participating employer in an industry-wide, multi-employer, defined benefit pension fund, the United Kingdom Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation relates to ratings employed between 1978 and 2001 by SEACOR’s Stirling group of companies (which had been acquired by SEACOR in 2001) and its predecessors. Based on an actuarial valuation in March 2008, the Company was advised that its share of a $281.0 million (£175.0 million) accumulated funding deficit was $1.0 million (£0.6 million). The accumulated funding deficit is being recovered by additional annual contributions from current employers and is subject to adjustment following the results of future tri-annual actuarial valuations. As of March 31, 2011, $0.2 million, in the aggregate, of the Company’s funding deficit had been invoiced and expensed. Depending on the results of the future actuarial valuations, it is possible that the MNRPF will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received.

On June 12, 2009, a purported civil class action was filed against SEACOR, Era Group Inc., Era Aviation, Inc., Era Helicopters LLC and two other defendants (collectively the “Defendants”) in the U.S. District Court for the District of Delaware,Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D.Del.). SEACOR acquired Era Group Inc., Era Aviation, Inc., and Era Helicopters LLC in December 2004. The complaint alleges that the Defendants violated federal antitrust laws by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005. The purported class of plaintiffs includes all direct purchasers of such services and the relief sought includes compensatory damages and treble damages. On September 14, 2010, the District Court entered an order dismissing the complaint. On November 30, 2010, the District Court granted the plaintiffs motion for reconsideration and amendment (the “Motions”), and ordered limited discovery strictly in regard to the allegations set forth on the plaintiff’s amended complaint. The limited discovery was completed and the defendants have filed a motion for summary judgment, which is pending. The Company is unable to estimate the potential exposure, if any, resulting from these claims but believes they are without merit and intends to vigorously defend the action.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana,Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, theDeepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of theDeepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. The complaint seeks compensatory, punitive, exemplary, and other damages. The Company believes that this lawsuit brought by class action lawyers targeting emergency responders acting under the direction of the U.S. Coast Guard has no merit and will seek its dismissal. The Company also recently filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. Pursuant to the Limitation of Liability Act, those petitions impose an automatic stay on the Robin case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases.

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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 O’Brien’s Response Management Inc. (“O’Brien’s), a subsidiary of SEACOR. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP’sDeepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experience injuries similar to Mr. Wunstell. The Company believes this lawsuit has no merit and will seek its dismissal. Pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend O’Brien’s in connection with the Wunstell Action and claims asserted in the MDL.

On December 15, 2010, SEACOR subsidiaries O’Brien’s and National Response Corporation (“NRC”) were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. The master complaint naming O’Brien’s and NRC asserts various claims on behalf of a punitive 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 its subsidiaries in the master complaint have no merit and will seek dismissal of the master complaint against both O’Brien’s and NRC. In addition to the indemnity provided to O’Brien’s, the Company has also sought indemnity from the responsible party pursuant to certain contractual arrangements for the claims asserted against NRC in the MDL.

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, O’Brien’s and/or NRC as defendants and are part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179. On April 8, 2011, O’Brien’s was named as a defendant inJohnson 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 15, 2011, O’Brien’s and NRC were named as defendants inJames and Krista Pearson v. BP Exploration & Production, Inc., et al., No. 2:11-cv-00863 (E.D. La.), which is a suit by a husband and wife that allegedly participated in the clean-up effort who are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, O’Brien’s and NRC were also named as defendants inThomas Edward Black v. BP Exploration & Production, Inc., 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 inDarnell 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 O’Brien’s and NRC (and the other defendants). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint.

In addition, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) has named O’Brien’s 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 multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179, tendering to O’Brien’s and NRC the claims in the referenced master complaint that have already been asserted against O’Brien’s and NRC. Transocean, Cameron International Corporation, and Halliburton Energy Services Inc. have also filed cross-claims against O’Brien’s and NRC for contribution should they be found liable for any damages in Transocean’s Limitation of Liability Act action.

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

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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 that any such change in estimated costs would have a material effect on the Company’s consolidated financial position or its results of operations.

During the year ended December 31, 2010, the Company received notice from the Internal Revenue Service of $12.6 million in proposed penalties regarding Marine Transportation Services’ informational excise tax filings for prior years. The Company intends to vigorously defend its position that the proposed penalties are erroneous and believes the resolution of this matter will not have a material effect on the Company’s consolidated financial position or its results of operations.

During the three months ended March 31, 2011, the Company received a Notice of Infringement (the “Notice”) from the Brazilian Federal Revenue Office. The Notice alleged the Company had imported a number of vessels into Brazil without properly completing the required importation documents and levied an assessment of $25.7 million. The Company intends to vigorously defend its position that the proposed assessment is erroneous and believes the resolution of this matter will not have a material effect on the Company’s consolidated financial position or its results of operations. Of the levied assessment, $19.3 million relates to vessels the Company manages whose owner would be responsible for any potential payment.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For 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, 2010. There has been no significant change in the Company’s exposure to market risk during the Current Year Quarter, except as described below.

The Company has entered into and settled various positions in forward currency exchange, option and future contracts that could offset possible consequences of changes in foreign exchange rates with respect to the Company’s business conducted in Europe, Africa, Latin America, the Middle East and Asia. As of March 31, 2011, the outstanding forward currency exchange contract positions translate to a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $138.4 million. For those forward currency exchange contract positions not designated as fair value hedges, an adverse change of 10% in the underlying foreign currency exchange rates would reduce income by $4.1 million, net of tax. As of March 31, 2011, the Company had capital purchase commitments of €120.5 million and had designated €55.1 million ($77.6 million) of its forward currency exchange contracts as fair value hedges. Subsequent to March 31, 2011, forward currency exchange contracts with an aggregate U.S. dollar equivalent of $51.2 million matured and the Company entered into new forward currency exchange contracts with an aggregate U.S. dollar equivalent of $74.5 million. In addition, the Company maintained cash balances of €45.5 million as of March 31, 2011.

ITEM 4. 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 March 31, 2011. 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 March 31, 2011.

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 Current Year Quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

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)
January 1 – 31, 2011		—	$	—		—	$	113,024,228
February 1 – 28, 2011		—	$	—		—	$	113,024,228
March 1 – 31, 2011		—	$	—		—	$	113,024,228

(1) Since February 1997, SEACOR’s Board of Directors authorized the repurchase of Common Stock, certain debt or a combination thereof and, from time to time thereafter, increased such authority.

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 Section 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: April 27, 2011	By:	/S/ CHARLES FABRIKANT
		Charles Fabrikant,Executive Chairman of the Board (Principal Executive Officer)
DATE: April 27, 2011	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 Section 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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