SEACOR HOLDINGS INC /NEW/ (Form: 10-Q, Received: 04/25/2019 06:03:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________

FORM 10-Q

________________________________________

(Mark One)



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

For the quarterly period ended March 31, 2019 or



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

For the transition period from to

Commission file number 1-12289

SEACOR Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

________________________________________



Delaware		13-3542736
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

2200 Eller Drive, P.O. Box 13038,
Fort Lauderdale, Florida		33316
(Address of Principal Executive Offices)		(Zip Code)

954-523-2200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

________________________________________

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ¨	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

The total number of shares of common stock, par value $.01 per share, outstanding as of April 22, 2019 was 18,529,563 . The Registrant has no other class of common stock outstanding.

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SEACOR HOLDINGS INC.

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Part I.	Financial Information		1

	Item 1.	Financial Statements (Unaudited)	1

		Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018	1

		Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2019 and 2018	2

		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018	3

		Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2019 and 2018	4

		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

	Item 4.	Controls and Procedures	32

Part II.	Other Information		33

	Item 1.	Legal Proceedings	33

	Item 1A.	Risk Factors	33

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

	Item 3.	Default Upon Senior Securities	33

	Item 4.	Mine Safety Disclosures	33

	Item 5.	Other Information	33

	Item 6.	Exhibits	34

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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, 2019			December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	141,152		$	144,221
Restricted cash and restricted cash equivalents	2,992			2,991
Marketable securities	33,384			30,316
Receivables:
Trade, net of allowance for doubtful accounts of $3,618 and $3,481 in 2019 and 2018, respectively	174,278			171,828
Other	32,635			38,881
Inventories	4,914			4,530
Prepaid expenses and other	5,809			5,382
Total current assets	395,164			398,149
Property and Equipment:
Historical cost	1,413,488			1,407,329
Accumulated depreciation	(577,136		)	(560,819		)
Net property and equipment	836,352			846,510
Operating Lease Right-of-Use Assets	167,325			—
Investments, at Equity, and Advances to 50% or Less Owned Companies	155,290			156,886
Construction Reserve Funds	3,908			3,908
Goodwill	32,720			32,708
Intangible Assets, Net	23,662			24,551
Other Assets	7,385			8,312
	$	1,621,806		$	1,471,024
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	8,308		$	8,497
Current portion of long-term operating lease liabilities	35,540			—
Accounts payable and accrued expenses	50,097			59,607
Other current liabilities	67,456			55,659
Total current liabilities	161,401			123,763
Long-Term Debt	315,303			346,128
Long-Term Operating Lease Liabilities	131,862			—
Deferred Income Taxes	97,758			94,420
Deferred Gains and Other Liabilities	20,688			52,871
Total liabilities	727,012			617,182
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; 39,185,231 and 39,001,924 shares issued in 2019 and 2018, respectively	392			390
Additional paid-in capital	1,598,804			1,596,642
Retained earnings	498,065			474,809
Shares held in treasury of 20,657,171 and 20,671,627 in 2019 and 2018, respectively, at cost	(1,366,267		)	(1,366,773		)
Accumulated other comprehensive loss, net of tax	(903		)	(914		)
	730,091			704,154
Noncontrolling interests in subsidiaries	164,703			149,688
Total equity	894,794			853,842
	$	1,621,806		$	1,471,024

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,
	2019			2018
Operating Revenues	$	209,524		$	184,824
Costs and Expenses:
Operating	147,111			131,777
Administrative and general	26,746			25,795
Depreciation and amortization	17,136			19,609
	190,993			177,181
Gains on Asset Dispositions	437			7,045
Operating Income	18,968			14,688
Other Income (Expense):
Interest income	1,900			1,856
Interest expense	(5,113		)	(8,563		)
Debt extinguishment losses	(793		)	(42		)
Marketable security gains (losses), net	3,068			(3,798		)
Foreign currency gains, net	405			1,690
Other, net	(644		)	283
	(1,177		)	(8,574		)
Income Before Income Tax Expense (Benefit) and Equity in Losses of 50% or Less Owned Companies	17,791			6,114
Income Tax Expense (Benefit)	2,205			(281		)
Income Before Equity in Losses of 50% or Less Owned Companies	15,586			6,395
Equity in Losses of 50% or Less Owned Companies, Net of Tax	(2,518		)	(837		)
Net Income	13,068			5,558
Net Income attributable to Noncontrolling Interests in Subsidiaries	5,335			4,917
Net Income attributable to SEACOR Holdings Inc.	$	7,733		$	641

Basic Earnings Per Common Share of SEACOR Holdings Inc.	$	0.42		$	0.04

Diluted Earnings Per Common Share of SEACOR Holdings Inc.	$	0.41		$	0.04

Weighted Average Common Shares Outstanding:
Basic	18,232,562			17,969,970
Diluted	19,571,339			18,178,518

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

and should be read in conjunction herewith.

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SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, unaudited)

	Three Months Ended March 31,
	2019			2018
Net Income	$	13,068		$	5,558
Other Comprehensive Income:
Foreign currency translation gains	79			644
Income tax expense	(68		)	(3		)
	11			641
Comprehensive Income	13,079			6,199
Comprehensive Income attributable to Noncontrolling Interests in Subsidiaries	5,335			4,917
Comprehensive Income attributable to SEACOR Holdings Inc.	$	7,744		$	1,282

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 CHANGES IN EQUITY (in thousands, unaudited)

	SEACOR Holdings Inc. Stockholders’ Equity													Non- Controlling Interests In Subsidiaries			Total Equity
	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss			Non- Controlling Interests In Subsidiaries			Total Equity
December 31, 2018	$	390	$	1,596,642		$	474,809	$	(1,366,773	)	$	(914	)	$	149,688		$	853,842
Impact of adoption of accounting principle, net of tax	—		—			15,523		—			—			9,836			25,359
December 31, 2018, As Adjusted	390		1,596,642			490,332		(1,366,773		)	(914		)	159,524			879,201
Issuance of common stock:
Employee Stock Purchase Plan	—		—			—		857			—			—			857
Exercise of stock options	—		873			—		—			—			—			873
Director stock awards	—		33			—		—			—			—			33
Restricted stock	2		(2		)	—		—			—			—			—
Purchase of treasury shares	—		—			—		(351		)	—			—			(351		)
Amortization of share awards	—		1,258			—		—			—			—			1,258
Distributions to noncontrolling interests	—		—			—		—			—			(156		)	(156		)
Net income	—		—			7,733		—			—			5,335			13,068
Other comprehensive income	—		—			—		—			11			—			11
March 31, 2019	$	392	$	1,598,804		$	498,065	$	(1,366,267	)	$	(903	)	$	164,703		$	894,794



	SEACOR Holdings Inc. Stockholders’ Equity														Non- Controlling Interests In Subsidiaries			Total Equity
	Common Stock		Additional Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests In Subsidiaries			Total Equity
December 31, 2017	$	387	$	1,573,013		$	419,128		$	(1,368,300	)	$	(545	)	$	129,678		$	753,361
Impact of adoption of accounting principle	—		—			(2,467		)	—			—			—			(2,467		)
December 31, 2017, As Adjusted	387		1,573,013			416,661			(1,368,300		)	(545		)	129,678			750,894
Issuance of common stock:
Employee Stock Purchase Plan	—		—			—			867			—			—			867
Exercise of stock options	1		2,727			—			—			—			—			2,728
Director stock awards	—		20			—			—			—			—			20
Restricted stock	1		(1		)	—			—			—			—			—
Amortization of share awards	—		898			—			—			—			—			898
Distributions to noncontrolling interests	—		—			—			—			—			(132		)	(132		)
Net income	—		—			641			—			—			4,917			5,558
Other comprehensive income	—		—			—			—			641			—			641
March 31, 2018	$	389	$	1,576,657		$	417,302		$	(1,367,433	)	$	96		$	134,463		$	761,474

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 CASH FLOWS (in thousands, unaudited)

	Three Months Ended March 31,
	2019			2018
Net Cash Provided by Operating Activities	$	34,660		$	12,907
Cash Flows from Investing Activities:
Purchases of property and equipment	(5,649		)	(9,542		)
Proceeds from disposition of property and equipment	120			15,852
Investments in and advances to 50% or less owned companies	—			(900		)
Return of investments and advances from 50% or less owned companies	—			4,772
Payments received on third-party leases and notes receivable, net	165			150
Withdrawals from construction reserve funds	—			14,549
Business acquisitions, net of cash acquired	—			79
Net cash provided by (used in) investing activities	(5,364		)	24,960
Cash Flows from Financing Activities:
Payments on long-term debt	(31,396		)	(8,071		)
Payments for long-term debt issue costs	(2,197		)	—
Common stock acquired for treasury	(351		)	—
Proceeds from share award plans	1,730			3,595
Distributions to noncontrolling interests	(156		)	(132		)
Net cash used in financing activities	(32,370		)	(4,608		)
Effects of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	6			17
Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	(3,068		)	33,276
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning of Period	147,212			242,228
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, End of Period	144,144			275,504
Restricted Cash and Restricted Cash Equivalents, End of Period	2,992			2,982
Cash and Cash Equivalents, End of Period	$	141,152		$	272,522

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 POLICIES

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. without its consolidated subsidiaries. Capitalized terms used and not specifically defined herein have the same meaning given those terms in the Company's Annual report on Form 10-K for the year ended December 31, 2018 .

The condensed consolidated financial information for the three months ended March 31, 2019 and 2018 has been prepared by the Company and has not been audited by its independent registered certified public accounting firm. The condensed consolidated financial statements include the accounts of SEACOR Holdings Inc. and its consolidated subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the Company’s financial position as of March 31, 2019 , its results of operations for the three months ended March 31, 2019 and 2018 , its comprehensive income for the three months ended March 31, 2019 and 2018 , its changes in equity for the three months ended March 31, 2019 and 2018 , and its cash flows for the three months ended March 31, 2019 and 2018 . 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, 2018 .

Adoption of New Accounting Standards. On January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Topic 842, Leases (“Topic 842”) using a modified prospective approach and implemented internal controls and systems to enable the preparation of financial information upon adoption. The Company elected the available practical expedients permitted under the guidance including the option to not separate lease and nonlease components in calculating the right-of use assets and corresponding lease liabilities and to not apply the recognition requirements of Topic 842 to short-term leases (leases that have a duration of twelve months or less at lease inception). Generally, it was not possible for the Company to determine the interest rate implicit in each of its operating leases and therefore used its incremental borrowing rate in calculating operating lease right-of-use assets and lease liabilities. The Company assigned its leases to portfolios based on the remaining term at the time of adoption and applied a single rate to each portfolio of leases as the result was not materially different than using a specific discount rate for each individual lease. The Company included renewal options that were reasonably certain of being exercised in determining the lease term. Upon adoption, the Company recorded operating lease right-of-use assets and lease liabilities of $174.6 million for certain of its equipment, office and land leases (see Note 5). In addition, the Company recognized a cumulative-effect adjustment of $25.4 million , net of tax, to the opening balance of retained earnings primarily for previously deferred gains related to sale leaseback transactions.

On January 1, 2018, the Company adopted ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory , which eliminates the deferral of the tax effects of intercompany asset sales other than inventory until the transferred assets are sold to a third party or recovered through use. As a result of the adoption of the standard, the deferred tax charges previously recognized from those sales resulted in a decrease in deferred tax assets and a cumulative adjustment to retained earnings of $2.5 million in the consolidated balance sheets and statements of changes in equity as of January 1, 2018.

Revenue Recognition. Revenue is recognized when (or as) the Company transfers promised goods or services to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers control of the promised goods or services to its customers. Costs to obtain or fulfill a contract are expensed as incurred.

Revenue from Contracts with Customers. Ocean Services primarily earns revenues from voyage charters, contracts of affreightment, tariff based port and infrastructure services, unit freight logistics services, and technical ship management agreements with vessel owners (see Note 12). Ocean Services transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred. Voyage charters are contracts to carry cargoes on a single voyage basis for a predetermined price, regardless of time to complete. Contracts of affreightment are contracts for cargoes that are committed on a multi-voyage basis for various periods of time, with minimum and maximum cargo tonnages specified over the period at a fixed or escalating rate per ton. Tariff based port and infrastructure services typically include operating harbor tugs alongside oceangoing vessels to escort them to their berth, assisting with the docking and undocking of these oceangoing vessels and escorting them back out to sea. They are contracted using prevailing port tariff terms on a per-use basis. In the unit freight logistics trade, transportation services typically include transporting shipping containers, rail cars, project cargoes, automobiles and U.S. military vehicles and are generally contracted

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on a per unit basis for the specified cargo and destination, typically in accordance with a publicly available tariff rate or based on a negotiated rate when moving larger volumes over an extended period. Managed services include technical ship management agreements whereby Ocean Services provides technical ship management services to third-party customers for a predetermined price over a specified period of time, typically a year or more.

Inland Services primarily earns revenues from contracts of affreightment, terminal operations, fleeting operations and repair and maintenance services (see Note 12). Inland Services transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred. Contracts of affreightment are contracts whereby customers are charged an established rate per ton to transport cargo from point-to-point. Terminal operations includes tank farms and dry bulk and container handling facilities that are marketed under contractual rates and terms driven by throughput volume. Fleeting operations includes fleeting services whereby barges are held in fleeting areas for an agreed-upon day rate and shifting services whereby harbor boats are used to pick up and drop off barges to assist in assembling tows and to move barges to and from the dock for loading and unloading at predetermined per-shift fees. Other operations primarily include a machine shop specializing in towboat and barge cleaning, repair and maintenance services that are charged on an hourly or a fixed fee basis depending on the scope and nature of the work.

Witt O’Brien’s primarily earns revenues from time and material and retainer contracts (see Note 12). Witt O’Brien’s transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred. Time and material contracts primarily relate to emergency response, debris management or consulting services that Witt O’Brien’s performs for a predetermined fee. Retainer contracts, which are nearly all with vessel services operators and oil companies, are contracted based on agreed-upon rates.

The Company’s Other business segment includes CLEANCOR Energy Solutions LLC and its subsidiaries (collectively “Cleancor”), which primarily earns revenues from the sale of liquefied natural gas (see Note 12). Under these arrangements, control of the goods are transferred to the customer and performance obligations are satisfied at a point in time, and therefore revenue is recognized upon delivery while any related costs are expensed as incurred.

Contract liabilities from contracts with customers arise when the Company has received consideration prior to performance and are included in other current liabilities in the accompanying condensed consolidated balance sheets. The Company’s contract liability activity for the three months ended March 31 was as follows (in thousands):



	2019
Balance at beginning of period	$	968
Contract liabilities arising during the period	7,351
Revenue recognized upon completion of performance obligations during the period	(408		)
Balance at end of period	$	7,911

Lease Revenues. The Company’s lease revenues are primarily from time charters, bareboat charters and non-vessel rental arrangements. The Company accounts for these leases as operating leases. The lease terms are included in the charter and rental arrangements, and the determination of whether those arrangements contain a lease generally does not require significant assumptions or judgments. The Company’s lease revenues do not include material amounts of variable payments and are recognized ratably over the lease term as services are provided, typically on a per day basis.

Under a time charter, the Company provides a vessel to a customer for a set term and is responsible for all operating expenses, typically excluding fuel. The non-lease components included in time charter rates are typically crewing, maintenance and insurance for the vessel over the term of the lease. Under a bareboat charter, the Company provides a vessel to a customer for a set term and the customer assumes responsibility for all operating expenses and risks of operation. Under non-vessel rental arrangements, the Company provides non-vessel property or equipment to a customer for a set term and the customer assumes responsibility for all operating expenses and risks of operation. There are no non-lease components for bareboat charters and non-vessel rental arrangements.

Lease revenues are generated from owned equipment as well as equipment that is leased-in from other equipment owners or financial institutions. Lease revenues from equipment that is leased-in are included in sublease income for the Company’s lessee disclosures (see Note 5). The Company’s leases generally do not provide an option for customers to purchase the leased equipment and lessees do not provide residual value guarantees. The Company expects to derive significant benefits from its equipment following the end of the lease terms.

Property and Equipment. 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 time period beyond 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

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that have already exceeded their useful life as set forth in 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, 2019 , the estimated useful life (in years) of each of the Company’s major categories of new equipment was as follows:



Petroleum and chemical carriers - U.S.-flag	25
Bulk carriers - U.S.-flag	25
Harbor and offshore tugs	25
Ocean liquid tank barges	25
Short-sea container/RORO ⁽¹⁾ vessels	20
Inland river dry-cargo and specialty barges	20
Inland river liquid tank barges	25
Inland river towboats and harbor boats	25
Terminal and fleeting facilities	20

______________________


(1)	Roll On/Roll Off.

Equipment maintenance and repair costs including the costs of routine overhauls, dry-dockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

As of March 31, 2019 , the Company’s construction in progress totaling $9.6 million primarily consisted of the construction of and upgrades to inland river towboats and the construction of other Inland Services equipment, and is included in historical cost in the accompanying condensed consolidated balance sheets. Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. During the three months ended March 31, 2019 , the amount of capitalized interest was not material.

Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. These indicators may include a significant decrease in the market price of a long-lived asset or asset group, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If the carrying values of the assets are not recoverable, as determined by the estimated undiscounted cash flows, the estimated fair value of the assets or asset groups are compared to their current carrying value and impairment charges are recorded if the carrying value exceeds fair value. The Company performs its testing on an asset or asset group basis. The Company’s estimates of undiscounted cash flows are highly subjective and actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance. 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, 2019 and 2018 , the Company did not recognize any impairment charges related to long-lived assets held for use.

Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance, the severity and expected duration of declines in value and the available liquidity in the capital markets to support the continuing operations of the investee, among other factors. Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. During the three months ended March 31, 2019 and 2018 , the Company did not recognize any impairment charges related to its 50% or less owned companies.

Income Taxes. During the three months ended March 31, 2019 , the Company’s effective income tax rate of 12.4% was primarily due to foreign sourced income not subject to U.S. tax, taxes not provided on income attributable to noncontrolling interests and income subject to tonnage tax, partially offset by foreign taxes not creditable against U.S. income tax (see Note 6).

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Deferred Gains. The Company has sold certain equipment to its 50% or less owned companies, entered into vessel sale-leaseback transactions with finance companies, and provided seller financing on sales of its equipment to third parties and its 50% or less owned companies. A portion of the gains realized from these transactions were deferred and recorded in deferred gains and other liabilities in the accompanying condensed consolidated balance sheets. Deferred gain activity related to these transactions for the three months ended March 31 was as follows (in thousands):



	2019			2018
Balance at beginning of period	$	43,664		$	72,453
Impact of adoption of accounting principle ⁽¹⁾	(29,207		)	—
Amortization of deferred gains included in operating expenses as a reduction to rental expense	—			(2,557		)
Amortization of deferred gains included in gains on asset dispositions	(331		)	(518		)
Balance at end of period	$	14,126		$	69,378

______________________


(1)	On January 1, 2019, the Company adopted Topic 842 and reduced deferred gains associated with sale-leaseback transactions through a beginning period retained earnings adjustment.

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

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



	Three Months Ended March 31,
	Net Income attributable to SEACOR		Average O/S Shares	Per Share
2019
Basic Weighted Average Common Shares Outstanding	$	7,733	18,232,562	$	0.42
Effect of Dilutive Securities:
Options and Restricted Stock ⁽¹⁾	—		111,676
Convertible Notes ⁽²⁾	318		1,227,101
Diluted Weighted Average Common Shares Outstanding	$	8,051	19,571,339	$	0.41
2018
Basic Weighted Average Common Shares Outstanding	$	641	17,969,970	$	0.04
Effect of Dilutive Securities:
Options and Restricted Stock ⁽³⁾	—		208,548
Convertible Notes ⁽⁴⁾	—		—
Diluted Weighted Average Common Shares Outstanding	$	641	18,178,518	$	0.04

______________________


(1)	For the three months ended March 31, 2019 , diluted earnings per common share of SEACOR excluded 1,012,711 of certain share awards as the effect of their inclusion in the computation would be anti-dilutive.


(2)	For the three months ended March 31, 2019 , diluted earnings per common share of SEACOR excluded 1,302,221 of common shares issuable pursuant to the Company’s 3.0% Convertible Senior Notes and 1,553,780 of common shares pursuant to the Company’s 3.25% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.


(3)	For the three months ended March 31, 2018 , diluted earnings per common share of SEACOR excluded 503,459 of certain share awards as the effect of their inclusion in the computation would be anti-dilutive.


(4)	For the three months ended March 31, 2018 , diluted earnings per common share of SEACOR excluded 1,227,101 of common shares issuable pursuant to the Company’s 2.5% Convertible Senior Notes and 2,895,516 of common shares issuable pursuant to the Company’s 3.0% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.

New Accounting Pronouncements. On June 16, 2016, the FASB issued an amendment to the accounting standards, which replaces the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable

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information, including forecasted information, to develop credit loss estimates. The new standard is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for annual periods beginning after December 15, 2018. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.

On January 26, 2017, the FASB issued an amendment to the accounting standards, which simplified wording and removed step two of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step two of the goodwill test. The new standard is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020, with early adoption permitted for interim or annual goodwill impairment tests on testing dates after January 1, 2017. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.

2. EQUIPMENT ACQUISITIONS AND DISPOSITIONS

During the three months ended March 31, 2019 , capital expenditures were $5.6 million and primarily related to the acquisition of real property, upgrades to inland river towboats and the construction of other Inland Services equipment.

During the three months ended March 31, 2019 , the Company recognized previously deferred gains of $0.3 million .

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

KSM. KSM operates four foreign-flag harbor tugs, one foreign-flag ocean liquid tank barge and one foreign-flag specialty vessel in Freeport, Grand Bahama. During the three months ended March 31, 2019 , the Company earned $0.3 million for the bareboat charter of two foreign-flag harbor tugs to KSM.

Trailer Bridge. Trailer Bridge is an operator of U.S.-flag deck and RORO barges and provides marine transportation services between Jacksonville, Florida, San Juan, Puerto Rico and Puerto Plata, Dominican Republic. During the three months ended March 31, 2019 , the Company earned $0.9 million for the time charter of one U.S.-flag offshore tug to Trailer Bridge.

SCF Bunge Marine. SCF Bunge Marine provides towing services on the U.S. Inland Waterways, primarily the Mississippi River, Illinois River, Tennessee River and Ohio River. During the three months ended March 31, 2019 , the Company earned $1.6 million for the time charter of seven inland river towboats to SCF Bunge Marine.

Bunge-SCF Grain. Bunge-SCF Grain operates terminal grain elevators in Illinois. During the three months ended March 31, 2019 , the Company earned $0.2 million for the lease of a terminal facility to Bunge-SCF Grain.

4. LONG-TERM DEBT

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire SEACOR common stock, par value $0.01 per share (“Common Stock”), 3.25% Convertible Senior Notes, 3.0% Convertible Senior Notes and 2.5% Convertible Senior Notes (collectively the “Securities”) through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of March 31, 2019 , the Company’s remaining repurchase authority for the Securities was $43.5 million .

3.0% Convertible Senior Notes. During the three months ended March 31, 2019 , the Company purchased $24.0 million in principal amount of its 3.0% Convertible Senior Notes for $23.2 million , resulting in debt extinguishment losses of $0.8 million included in the accompanying condensed consolidated statements of income. The outstanding principal amount of these notes was $83.3 million as of March 31, 2019 .

SEACOR Revolving Credit Facility. On March 19, 2019, the Company entered into a $125.0 million credit agreement with a syndicate of lenders that matures March 19, 2024 (the “SEACOR Revolving Credit Facility”) and is secured by a pledge over all of the Company’s and certain of its subsidiaries assets, subject to certain exceptions. The SEACOR Revolving Credit Facility includes revolving loans up to $125.0 million , as such amount may increase or decrease in accordance with the terms of the Credit Agreement. The loans will bear interest at either (i) a Base Rate plus a margin ranging from 0.75% to 2.00% depending on the Company’s maximum net funded debt ratio, as determined in accordance with the SEACOR Revolving Credit Facility, or (ii) interest periods of one, two, three or six months at an annual rate equal to London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars, plus a margin ranging from 1.75% to 3.00% based on the Company’s maximum net funded debt ratio, as determined in accordance with the SEACOR Revolving Credit Facility. A fee of 0.5% is payable on the unused commitment quarterly. The Company incurred $2.2 million of issuance costs related to the SEACOR Revolving Credit Facility.

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The SEACOR Revolving Credit Facility contains various financial and restrictive covenants including fixed charge coverage, a net funded debt ratio, a collateral coverage ratio and restrictions limiting the Company’s ability to pay dividends or make certain investments, as well as other customary covenants, representations and warranties, and events of default as defined in the agreement. As of March 31, 2019 , the Company had no outstanding borrowings or issued letters of credit under the SEACOR Revolving Credit Facility and the remaining availability under this facility was $125.0 million .

SEA-Vista Credit Facility. During the three months ended March 31, 2019 , SEA-Vista repaid $6.0 million on the Revolving Loan and made scheduled payments of $0.8 million on the Term A-1 Loan and $1.3 million on the Term A-2 Loan. As of March 31, 2019 , SEA-Vista had $100.0 million of remaining borrowing capacity under the Revolving Loan.

Other. During the three months ended March 31, 2019 , the Company made scheduled payments on other long-term debt of $0.2 million .

Letters of Credit. As of March 31, 2019 , the Company had outstanding letters of credit totaling $3.0 million with various expiration dates through 2027 .

Guarantees. The Company has guaranteed the payments of amounts owed under certain sale-leaseback transactions, equipment financing and multi-employer pension obligations on behalf of SEACOR Marine. As of March 31, 2019 , these guarantees on behalf of SEACOR Marine totaled $36.6 million and decline as payments are made on the outstanding obligations. The Company earns a fee of 0.5% per annum on these guarantees. For the three months ended March 31, 2019 , the fees earned by the Company for these guarantees were not material.

5. OPERATING LEASES

Lessee. As of March 31, 2019 , the Company leases in two U.S.-flag petroleum and chemical carriers, five U.S.-flag harbor tugs, four U.S.-flag PCTCs, 50 inland river dry-cargo barges, four inland river towboats, six inland river harbor boats and certain facilities and other equipment. The leases generally contain purchase and renewal options or rights of first refusal with respect to the sale or lease of the equipment. As of March 31, 2019 , the remaining lease terms of the U.S.-flag petroleum and chemical carriers, which are subject to subleases, have remaining durations from 42 to 89 months. The lease terms of the other equipment range in duration from 12 to 204 months.

As of March 31, 2019 , future minimum payments for operating leases for the remainder of 2019 and the years ended December 31 were as follows (in thousands):



Remainder of 2019	$	32,030
2020	40,792
2021	36,623
2022	26,780
2023	14,835
Years subsequent to 2023	40,382
	191,442
Interest component	(24,040		)
	167,402
Current portion of long-term operating lease liabilities	(35,540		)
Long-term operating lease liabilities	$	131,862

For the three months ended March 31, 2019 , the components of lease expense were as follows (in thousands):



	2019
Operating lease expense	$	10,554
Short-term lease expense (lease duration of twelve months or less at lease commencement)	6,720
Sublease income	(8,225		)
	$	9,049

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For the three months ended March 31 , other information related to operating leases was as follows (in thousands except weighted average data):



	2019
Operating cash outflows from operating leases	$	10,482
Right-of-use assets obtained in exchange for operating lease liabilities	$	175,897
Weighted average remaining lease term, in years	5.7
Weighted average discount rate	4.8		%

Lessor. As of March 31, 2019 , lessor arrangements with remaining terms in excess of one year included the bareboat charter of three U.S.-flag petroleum and chemical carriers and two U.S.-flag harbor tugs, the time charter of four U.S.-flag petroleum and chemical carriers, four U.S.-flag PCTCs, seven inland river towboats and one U.S.-flag offshore tug, and other non-vessel rental arrangements of certain property and equipment. As of March 31, 2019 , future minimum lease revenues from these arrangements for the remainder of 2019 and in the years ended December 31 were as follows (in thousands):



	Total Minimum Lease Revenues		Leased-in Obligations ⁽¹⁾			Net Minimum Lease Income
Remainder of 2019	$	110,773	$	(23,944	)	$	86,829
2020	137,257		(31,595		)	105,662
2021	104,792		(29,590		)	75,202
2022	54,374		(22,812		)	31,562
2023	34,674		(11,315		)	23,359
Years subsequent to 2023	87,375		(29,884		)	57,491

____________________


(1)	The total payments to be made under existing non-cancelable leases for the property and equipment subject to these future minimum lease revenues.

As of March 31, 2019 , the major classes of owned property and equipment earning lease revenues were as follows (in thousands):



	Historical Cost		Accumulated Depreciation			Net Book Value
2019
Ocean Services:
Petroleum and chemical carriers - U.S.-flag	$	472,462	$	(187,296	)	285,166
Harbor and offshore tugs - U.S.-flag	21,440		(2,173		)	19,267
	493,902		(189,469		)	304,433
Inland Services:
Towboats	36,236		(2,435		)	33,801
	530,138		(191,904		)	338,234

6. INCOME TAXES

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate on continuing operations for the three months ended March 31, 2019 :



Statutory rate	21.0	%
Income subject to tonnage tax	(2.7	)%
Non-deductible expenses	1.0	%
Noncontrolling interests	(6.3	)%
Foreign earnings not subject to U.S. income tax	(5.8	)%
Foreign taxes not creditable against U.S. income tax	3.8	%
Subpart F income	0.7	%
State taxes	0.7	%
	12.4	%

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7. FAIR VALUE MEASUREMENTS

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

As of March 31, 2019 , the Company’s financial assets and liabilities that are measured at fair value on a recurring basis were as follows (in thousands):



	Level 1		Level 2		Level 3
ASSETS
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	144,144	$	—	$	—
Marketable securities ⁽¹⁾	33,384		—		—
Construction reserve funds	3,908		—		—

______________________


(1)	Marketable security gains (losses), net include unrealized gains of $3.1 million and unrealized losses of $3.8 million for the three months ended March 31, 2019 and 2018 , respectively, related to marketable security positions held by the Company as of March 31, 2019 .

As of March 31, 2019 , the estimated fair values of the Company’s other financial assets and liabilities were as follows (in thousands):



			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
ASSETS
Notes receivable from third parties (included in other receivables and other assets)	$	2,027	$	—	$	2,020	$	—
Investments, at cost, in 50% or less owned companies (included in other assets)	4,300		see below
LIABILITIES
Long-term debt, including current portion ⁽¹⁾	$	323,611	$	—	$	335,144	$	—

______________________


(1)	The estimated fair value includes the embedded conversion options on the Company’s 3.0% Convertible Senior Notes and 3.25% Convertible Senior Notes.

The fair value of the Company’s long-term debt and notes receivable from third parties 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 certain 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. 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.

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8. NONCONTROLLING INTERESTS IN SUBSIDIARIES

Noncontrolling interests in the Company’s consolidated subsidiaries were as follows (in thousands):



	Noncontrolling Interests				March 31, 2019		December 31, 2018
Ocean Services:
SEA-Vista	49%				$	163,828	$	148,665
Inland Services:
Other	3.0	%	–	51.8%	870		862
Other	5.0%				5		161
					$	164,703	$	149,688

SEA-Vista. SEA-Vista owns and operates the Company’s fleet of U.S.-flag petroleum and chemical carriers used in the U.S. coastwise trade of crude oil, petroleum and specialty chemical products. As of March 31, 2019 , the net assets of SEA-Vista were $334.3 million . During the three months ended March 31, 2019 , the net income of SEA-Vista was $10.9 million , of which $5.3 million was attributable to noncontrolling interests. During the three months ended March 31, 2018 , the net income of SEA-Vista was $10.0 million , of which $4.9 million was attributable to noncontrolling interests.

9. MULTI-EMPLOYER AND DEFINED BENEFIT PENSION PLANS

AMOPP. During the three months ended March 31, 2019 , the Company received notification from the AMOPP that the Company’s withdrawal liability as of September 30, 2018 would have been $28.1 million based on an actuarial valuation performed as of that date. That liability may change in future years based on various factors, primarily employee census. As of March 31, 2019 , the Company has no intention to withdraw from the AMOPP and no deficit amounts have been invoiced. Depending upon the results of the future actuarial valuations and the ten-year rehabilitation plan, it is possible that the AMOPP will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received or contribution levels are increased.

10. SHARE BASED COMPENSATION

During the three months ended March 31, 2019 , transactions in connection with the Company’s share based compensation plans were as follows:



Director stock awards granted	625
Employee Stock Purchase Plan (“ESPP”) shares issued	22,577
Restricted stock awards granted	149,950
Stock Option Activities:
Outstanding as of December 31, 2018	1,467,391
Granted	38,485
Exercised	(32,732	)
Outstanding as of March 31, 2019	1,473,144
Shares available for future grants and ESPP purchases as of March 31, 2019	672,581

11. COMMITMENTS AND CONTINGENCIES

As of March 31, 2019 , the Company's capital commitments by year of expected payment were as follows (in thousands):



	Remainder of 2019		2020		Total
Ocean Services	$	1,378	$	8,388	$	9,766
Inland Services	17,875		1,039		18,914
Other	176		—		176
	$	19,429	$	9,427	$	28,856

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Ocean Services' capital commitments included an interest in two foreign-flag rail ferries. Inland Services’ capital commitments included two inland river towboats, other equipment and vessel and terminal improvements. Subsequent to March 31, 2019 , the Company committed to purchase additional equipment for $1.5 million .

During 2012, the Company sold National Response Corporation (“NRC”), NRC Environmental Services Inc., SEACOR Response Ltd., and certain other subsidiaries to J.F. Lehman & Company, a private equity firm (the “SES Business Transaction”).

On December 15, 2010, O’Brien’s Response Management L.L.C. (“ORM”) and NRC were named as defendants in one of the several “master complaints” filed in the overall multi-district litigation relating to the Deepwater Horizon oil spill response and clean-up in the Gulf of Mexico (the “DWH Response), which is currently pending in the U.S. District Court for the Eastern District of Louisiana (the “MDL”). The “B3” master complaint naming ORM and NRC asserted various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally and the use of dispersants specifically. Both prior to and following the filing of the aforementioned “B3” master complaint, individual civil actions naming the Company, ORM, and/or NRC alleging B3 exposure-based injuries and/or damages were consolidated with the MDL and stayed pursuant to court order. On February 16, 2016, all but eleven “B3” claims against ORM and NRC were dismissed with prejudice (the “B3 Dismissal Order”). On August 2, 2016, the Court granted an omnibus motion for summary judgment as it concerns ORM and NRC in its entirety, dismissing the remaining eleven plaintiffs’ claims against ORM and NRC with prejudice (the “Remaining Eleven Plaintiffs’ Dismissal Order”). The deadline to appeal both of these orders has expired. At present, there is only one remaining claim. On April 8, 2013, the Company, ORM, and NRC were named as defendants in William and Dianna Fitzgerald v. BP Exploration et al. , No. 2:13-CV-00650 (E.D. La.) (the “ Fitzgerald Action”), which is a suit by a husband and wife whose son allegedly participated in the clean-up effort and became ill as a result of his exposure to oil and dispersants. While the decedent in the Fitzgerald Action’s claims against ORM and NRC were dismissed by virtue of the Remaining Eleven Plaintiffs’ Dismissal Order, the claim as against the Company remains stayed. The Company is unable to estimate the potential exposure, if any, resulting from this matter, to the extent it remains viable, but believes it is without merit and does not expect that it will have a material effect on its consolidated financial position, results of operations or cash flows.

On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named ORM and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean’s own Limitation of Liability Act action, which is part of the overall MDL, tendering to ORM and NRC the claims in the “B3” master complaint that have already been asserted against ORM and NRC. Various contribution and indemnity cross-claims and counterclaims involving ORM and NRC were subsequently filed. The Company believes that the potential exposure, if any, resulting therefrom has been reduced as a result of the various developments in the MDL, including the B3 Dismissal Order and Remaining Eleven Plaintiffs’ Dismissal Order, and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.

Separately, on March 2, 2012, the Court announced that BP Exploration and Production Inc. (“BPXP”) and BP America Production Company (“BP America,” and with BPXP, “BP”) and the Plaintiffs had reached an agreement on the terms of two proposed class action settlements that will resolve, among other things, Plaintiffs’ economic loss and property damage claims and clean-up related claims against BP. The Company, ORM, and NRC had no involvement in negotiating or agreeing to the terms of either settlement, nor are they parties or signatories thereto. The BP settlement pertaining to personal injury claims (the “Medical Settlement”) purported to resolve the “B3” claims asserted against BP and also established a right for class members to pursue individual claims against BP (but not ORM or NRC) for “later-manifested physical conditions,” defined in the Medical Settlement to be physical conditions that were “first diagnosed” after April 16, 2012 and which are claimed to have resulted from exposure during the DWH Response. The back-end litigation-option (“BELO”) provision of the Medical Settlement has specifically-delineated procedures and limitations, should any “B3” class member seek to invoke their BELO right. For example, there are limitations on the claims and defenses that can be asserted, as well as on the issues, elements, and proofs that may be litigated at any trial and the potential recovery for any Plaintiff. Notwithstanding that the Company, ORM, and NRC are listed on the Medical Settlement’s release as to claims asserted by Plaintiffs, the Medical Settlement still permits BP to seek indemnity from any party, to the extent BP has a valid indemnity right. The Medical Settlement was approved by the Court on January 11, 2013 and made effective on February 12, 2014. As of mid-April 2019, BP has tendered approximately 2,250 claims pursued pursuant to the Medical Settlement’s BELO provision for indemnity to ORM and approximately 210 such claims to NRC. ORM and NRC have rejected all of BP’s indemnity demands relating to the Medical Settlement’s BELO provision and on February 14, 2019 commenced a legal action against BPXP and BP America with respect to same. That action, captioned O’Brien’s Response Management, L.L.C. et al. v. BP Exploration & Production Inc. et al. , Case No. 2:19-CV-01418-CJB-JCW (E.D. La.) (the “Declaratory Judgment Action”), seeks declaratory relief that ORM and NRC owe BP no indemnity with respect to the exposure-based claims expressly contemplated by the Medical Settlement’s BELO provision, nor any contribution, in light of BP’s own actions and conduct over the past nine years (including its complete failure to even seek indemnity) and the resultant prejudice to ORM and NRC; that any indemnity or contribution rights BP may have once had with respect to these personal injury and exposure claims were extinguished once the Medical Settlement was approved by the MDL Court in 2013; and that the immunity already afforded to ORM and NRC via the B3 Dismissal Order and the Remaining Eleven Plaintiffs’ Dismissal Order operates to bar any indemnity or contribution claims against them by BP. BP’s responsive pleading to the Complaint in the Declaratory Judgment Action is due on May 7, 2019.

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The Court has also ordered the parties to participate in early mediation per BP’s request. Mediation is schedule for June 21, 2019 and the parties are in the process of exchanging information in advance of those proceedings.

BP has also similarly recently tendered personal injury claims to ORM and NRC that are being pursued by Plaintiffs who opted out of the Medical Settlement and who are thus proceeding with their “B3” claims in their ordinary course (as opposed to pursuant to the Medical Settlement’s BELO provision). Generally speaking, the Company, ORM, and NRC believe that BP’s indemnity demands with respect to any “B3” claims, including those involving Medical Settlement class members invoking BELO rights and those involving Medical Settlement opt-out Plaintiffs, are untimely and improper, and intend to vigorously defend their interests. Moreover, ORM has contractual indemnity coverage for the above-referenced claims through its separate agreements with sub-contractors that worked for ORM during the DWH Response and have preserved their rights in that regard while the Declaratory Judgment Action is pending. Overall, however, the Company believes that both of BP’s settlements have reduced the potential exposure in connection with the various cases relating to the DWH Response. The Company is unable to estimate the potential exposure, if any, resulting from these claims, but does not expect that they will have a material effect on its consolidated financial position, results of operations or cash flows.

In the ordinary course of the Company’s business, it may agree to indemnify its counterparty to an agreement. If the indemnified party makes a successful claim for indemnification, the Company would be required to reimburse that party in accordance with the terms of the indemnification agreement. Indemnification agreements generally, but not always, are subject to threshold amounts, specified claim periods and other restrictions and limitations.

In connection with the SES Business Transaction, the Company remains contingently liable for work performed in connection with the DWH Response. Pursuant to the agreement governing the sale, the Company’s potential liability to the purchaser may not exceed the consideration received by the Company for the SES Business Transaction. The Company is currently indemnified under contractual agreements with BP for the potential “B3” liabilities relating to the DWH Response; this indemnification is unrelated to, and thus not impacted by, the indemnification BP has demanded and discussed above.

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

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12. SEGMENT INFORMATION

Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s basis of measurement of segment profit or loss is as previously defined in the Company’s Annual report on Form 10-K for the year ended December 31, 2018 . Accounting standards also require companies to disaggregate revenues from contracts with customers into categories to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables summarize the operating results, capital expenditures assets and disaggregated revenues of the Company’s reportable segments.



	Ocean Services $’000		Inland Services $’000		Witt O’Brien’s $’000		Other $’000		Corporate and Eliminations $’000		Total $’000
For the three months ended March 31, 2019
Operating Revenues:
External customers	109,272		65,602		32,845		1,805		—		209,524
Intersegment	—		—		98		—		(98	)	—
	109,272		65,602		32,943		1,805		(98	)	209,524
Costs and Expenses:
Operating	69,932		54,245		21,772		1,253		(91	)	147,111
Administrative and general	10,198		3,356		6,402		839		5,951		26,746
Depreciation and amortization	10,337		5,725		206		489		379		17,136
	90,467		63,326		28,380		2,581		6,239		190,993
Gains on Asset Dispositions	17		420		—		—		—		437
Operating Income (Loss)	18,822		2,696		4,563		(776	)	(6,337	)	18,968
Other Income (Expense):
Foreign currency gains (losses), net	(47	)	459		—		—		(7	)	405
Other, net	(651	)	—		(3	)	—		10		(644	)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	111		(2,472	)	(67	)	(90	)	—		(2,518	)
Segment Profit (Loss)	18,235		683		4,493		(866	)
Other Income (Expense) not included in Segment Profit (Loss)											(938	)
Less Equity Losses included in Segment Profit (Loss)											2,518
Income Before Taxes and Equity Losses											17,791

Capital Expenditures	247		5,237		20		145		—		5,649

As of March 31, 2019
Property and Equipment:
Historical cost	930,464		444,609		1,246		7,037		30,132		1,413,488
Accumulated depreciation	(352,005	)	(200,516	)	(1,053	)	(979	)	(22,583	)	(577,136	)
Net property and equipment	578,459		244,093		193		6,058		7,549		836,352
Operating Lease Right-of-Use Assets	125,640		36,534		987		—		4,164		167,325
Investments, at Equity, and Advances to 50% or Less Owned Companies	74,127		56,238		419		24,506		—		155,290
Inventories	2,042		2,183		366		323		—		4,914
Goodwill	1,852		2,362		28,506		—		—		32,720
Intangible Assets	8,633		8,618		6,411		—		—		23,662
Other current and long-term assets, excluding cash and near cash assets ⁽¹⁾	53,070		62,832		91,591		2,383		10,231		220,107
Segment Assets	843,823		412,860		128,473		33,270
Cash and near cash assets ⁽¹⁾											181,436
Total Assets											1,621,806

______________________


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

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	Ocean Services $’000	Inland Services $’000	Witt O’Brien’s $’000	Other $’000	Corporate and Eliminations $’000		Total $’000
For the three months ended March 31, 2019
Revenues from Contracts with Customers:
Voyage charters	9,314	—	—	—	—		9,314
Contracts of affreightment	3,730	48,984	—	—	—		52,714
Tariff	20,996	—	—	—	—		20,996
Unit freight	16,012	—	—	—	—		16,012
Terminal operations	—	5,480	—	—	—		5,480
Fleeting operations	—	4,070	—	—	—		4,070
Logistics Services	—	3,538	—	—	—		3,538
Time and material contracts	—	—	29,946	—	—		29,946
Retainer contracts	—	—	2,405	—	—		2,405
Product sales ⁽¹⁾	—	—	—	1,310	—		1,310
Other	934	902	592	255	(98	)	2,585
Lease Revenues:
Time charter, bareboat charter and rental income	58,286	2,628	—	240	—		61,154
	109,272	65,602	32,943	1,805	(98	)	209,524

______________________


(1)	Costs of goods sold related to product sales was $1.1 million .

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	Ocean Services $’000		Inland Services $’000		Witt O’Brien’s $’000		Other $’000		Corporate and Eliminations $’000		Total $’000
For the three months ended March 31, 2018
Operating Revenues:
External customers	102,384		55,921		26,403		116		—		184,824
Intersegment	—		—		29		—		(29	)	—
	102,384		55,921		26,432		116		(29	)	184,824
Costs and Expenses:
Operating	65,333		48,181		18,306		—		(43	)	131,777
Administrative and general	10,549		3,312		5,367		186		6,381		25,795
Depreciation and amortization	12,645		6,234		301		—		429		19,609
	88,527		57,727		23,974		186		6,767		177,181
Gains on Asset Dispositions	1,883		5,162		—		—		—		7,045
Operating Income (Loss)	15,740		3,356		2,458		(70	)	(6,796	)	14,688
Other Income (Expense):
Foreign currency gains (losses), net	(51	)	1,703		2		—		36		1,690
Other, net	283		—		—		—		—		283
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	315		(2,454	)	135		1,167		—		(837	)
Segment Profit	16,287		2,605		2,595		1,097
Other Income (Expense) not included in Segment Profit											(10,547	)
Less Equity Losses included in Segment Profit											837
Income Before Taxes and Equity Losses											6,114

Capital Expenditures	7,516		1,899		—		—		127		9,542

As of March 31, 2018
Property and Equipment:
Historical cost	901,747		437,411		1,227		—		30,132		1,370,517
Accumulated depreciation	(309,371	)	(179,152	)	(961	)	—		(20,934	)	(510,418	)
Net property and equipment	592,376		258,259		266		—		9,198		860,099
Investments, at Equity, and Advances to 50% or Less Owned Companies	53,620		64,744		734		51,207		—		170,305
Inventories	1,732		2,039		50		—		—		3,821
Goodwill	1,852		2,449		28,506		—		—		32,807
Intangible Assets	9,961		10,112		7,999		—		—		28,072
Other current and long-term assets, excluding cash and near cash assets ⁽¹⁾	57,593		54,531		43,563		1,770		8,655		166,112
Segment Assets	717,134		392,134		81,118		52,977
Cash and near cash assets ⁽¹⁾											351,257
Total Assets											1,612,473

______________________


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

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	Ocean Services $’000	Inland Services $’000	Witt O’Brien’s $’000	Other $’000	Corporate and Eliminations $’000		Total $’000
For the three months ended March 31, 2018
Revenues from Contracts with Customers:
Voyage charters	16,501	—	—	—	—		16,501
Contracts of affreightment	5,006	40,290	—	—	—		45,296
Tariff	18,001	—	—	—	—		18,001
Unit freight	13,384	—	—	—	—		13,384
Terminal operations	—	5,746	—	—	—		5,746
Fleeting operations	—	4,211	—	—	—		4,211
Logistics Services	—	2,815	—	—	—		2,815
Time and material contracts	—	—	23,625	—	—		23,625
Retainer contracts	—	—	2,383	—	—		2,383
Other	852	960	424	116	(29	)	2,323
Lease Revenues:
Time charter, bareboat charter and rental income	48,640	1,899	—	—	—		50,539
	102,384	55,921	26,432	116	(29	)	184,824

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

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this Form 10-Q as well as in other reports, materials and oral statements that the Company releases from time to time constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including risks relating to weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels, increased government legislation and regulation of the Company’s businesses that could increase the cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, the cyclical nature of the oil and gas industry, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Ocean Services, decreased demand for Ocean Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations and economic sanctions, the dependence of Ocean Services and Inland Services on several key customers, consolidation of the Company’s customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company’s Common Stock, operational risks of Ocean Services and Inland Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors on Inland Services’ operations, the ability to realize anticipated benefits from acquisitions and other strategic transactions, adequacy of insurance coverage, the attraction and retention of qualified personnel by the Company, changes in U.S. and international trade policies and various other matters and factors, many of which are beyond the Company’s control as well as those discussed in Item 1A (Risk Factors) of the Company’s Annual report on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission (“SEC”). It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Given these risk factors, investors and analysts should not place undue reliance on 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, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

Overview

The Company’s operations are divided into three main business segments – Ocean Transportation & Logistics Services (“Ocean Services”), Inland Transportation & Logistics Services (“Inland Services”) and Witt O’Brien’s. The Company also has activities that are referred to and described under Other that primarily includes CLEANCOR Energy Solutions LLC and its subsidiaries (collectively “Cleancor”), lending and leasing activities and noncontrolling investments in various other businesses.

Recent Developments

On March 19, 2019, the Company entered into a revolving credit agreement with a syndicate of lenders providing for borrowings of up to $125.0 million from time-to-time (the “SEACOR Revolving Credit Facility”). The SEACOR Revolving Credit Facility contains customary financial and negative covenants, is secured by a pledge over all of the Company’s and its subsidiaries assets, subject to certain exceptions, and matures March 19, 2024.

Consolidated Results of Operations

The sections below provide an analysis of the Company’s operations by business segment for the three months (“Current Year Quarter”) ended March 31, 2019 compared with the three months (“Prior Year Quarter”) ended March 31, 2018 . See “Item 1. Financial Statements—Note 12. Segment Information” included in Part I of this Quarterly Report on Form 10-Q for consolidating segment tables for each period presented. Capitalized terms used and not specifically defined herein have the meaning given to those terms used in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 .

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Ocean Transportation & Logistics Services

	Three Months Ended March 31,
	2019			2018
	$’000		%	$’000		%
Operating Revenues:
United States	90,315		83	83,049		81
Foreign	18,957		17	19,335		19
	109,272		100	102,384		100
Costs and Expenses:
Operating:
Personnel	23,182		21	23,300		23
Repairs and maintenance	6,267		6	5,352		5
Dry-docking	2,831		3	2,166		2
Insurance and loss reserves	2,228		2	1,992		2
Fuel, lubes and supplies	7,789		7	8,512		8
Leased-in equipment	12,086		11	11,079		11
Other	15,549		14	12,932		13
	69,932		64	65,333		64
Administrative and general	10,198		9	10,549		10
Depreciation and amortization	10,337		10	12,645		13
	90,467		83	88,527		87
Gains on Asset Dispositions	17		—	1,883		2
Operating Income	18,822		17	15,740		15
Other Income (Expense):
Foreign currency losses, net	(47	)	—	(51	)	—
Other, net	(651	)	—	283		—
Equity in Earnings of 50% or Less Owned Companies, Net of Tax	111		—	315		1
Segment Profit ⁽¹⁾	18,235		17	16,287		16

______________________


(1)	Includes amounts attributable to both SEACOR and noncontrolling interests. See “Item 1. Financial Statements—Note 8. Noncontrolling Interests in Subsidiaries” included in Part I of this Quarterly Report on Form 10-Q.

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



	Three Months Ended March 31,
	2019		2018
	$’000	%	$’000	%
Operating Revenues:
Bulk Transportation Services:
Petroleum and chemical:
Time charter	30,256	28	25,511	25
Bareboat charter	7,411	7	9,050	9
Voyage charter	—	—	5,106	5
Dry bulk:
Contracts of affreightment	3,730	3	5,006	5
Voyage charter	2,113	2	2,579	2
Port & Infrastructure Services:
Tariff	20,996	19	18,001	18
Time charter	1,299	1	1,351	1
Bareboat charter	1,782	2	1,822	2
Logistics Services:
Time charter ⁽¹⁾	17,538	16	10,906	11
Voyage charter	7,201	7	8,816	8
Unit freight	16,012	15	13,384	13
Managed services	934	—	852	1
	109,272	100	102,384	100

_______________________


(1)	Includes MSP revenues of $3.1 million and $5.0 million for the three months ended March 31, 2019 and 2018 , respectively.

Operating Revenues . Operating revenues were $6.9 million higher in the Current Year Quarter compared with the Prior Year Quarter.

Operating revenues from bulk transportation services were $3.7 million lower in the Current Year Quarter compared with the Prior Year Quarter.

Operating revenues from petroleum and chemical transportation were $2.0 million lower primarily due to the return of one previously leased-in U.S.-flag petroleum and chemical carrier in the Current Year Quarter and the sale of another U.S.-flag petroleum and chemical carrier in the Prior Year Quarter. These decreases were partially offset by an increase in the time charter rate for one U.S.-flag petroleum and chemical carrier in the Current Year Quarter and a change in contract status from voyage charter to time charter in the fourth quarter of 2018 for another U.S.-flag petroleum and chemical carrier.

Operating revenues from dry bulk transportation were $1.7 million lower primarily due to out-of-service time for repairs of one U.S.-flag bulk carrier.

Operating revenues from port and infrastructure services were $2.9 million higher primarily due to an increase in harbor towing tariff revenues primarily due to higher port traffic.

Operating revenues from logistics services were $7.6 million higher primarily due to an increase in military and commercial cargo activity and an increase in unit freight shipping demand.

Operating Expenses . Operating expenses were $4.6 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to the regulatory dry-docking of one PCTC and one short-sea container/RORO vessel, higher voyage costs for PCTCs and higher leased-in equipment costs for harbor tugs associated with the increased revenues. These increases were partially offset by the return of one leased-in U.S.-flag petroleum and chemical carrier in the Current Year Quarter, the sale of one U.S.-flag petroleum and chemical carrier in the Prior Year Quarter and lower dry-docking activity for U.S.-flag bulk carriers.

Administrative and General. Administrative and general expenses were $0.4 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to lower legal and professional fees.

Depreciation and Amortization. Depreciation and amortization expenses were $2.3 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to the U.S.-flag bulk carriers being fully depreciated during 2018.

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Gains on Asset Dispositions. During the Prior Year Quarter, the Company sold one U.S.-flag petroleum and chemical carrier, one U.S.-flag harbor tug and other equipment for net proceeds of $5.0 million and gains of $1.9 million.

Operating Income. Excluding gains on asset dispositions, operating income as a percentage of operating revenues was 17% in the Current Year Quarter compared with 13% in the Prior Year Quarter. The improvement was primarily due to an increase in the time charter rate for one U.S.-flag petroleum and chemical carrier in the Current Year Quarter and higher revenues for PCTCs, partially offset by higher regulatory dry-docking costs.

Fleet Count

The composition of Ocean Services’ fleet as of March 31 was as follows:



	Owned	Leased-in	Joint Ventured	Total
2019
Bulk Transportation Services:
Petroleum and chemical carriers - U.S.-flag	7	2	—	9
Bulk carriers - U.S.-flag	2	—	—	2
Port & Infrastructure Services:
Harbor tugs - U.S.-flag	19	5	—	24
Harbor tugs - Foreign-flag	6	—	2	8
Offshore tugs - U.S.-flag	1	—	—	1
Ocean liquid tank barges - U.S.-flag	5	—	—	5
Ocean liquid tank barges - Foreign-flag	—	—	1	1
Specialty vessel - Foreign-flag ⁽¹⁾	—	—	1	1
Logistics Services:
PCTC ⁽²⁾ - U.S.-flag	—	4	—	4
Short-sea container/RORO ⁽³⁾ vessels - Foreign-flag	9	—	—	9
RORO ⁽³⁾ & deck barges - U.S.-flag	—	—	7	7
Rail ferries - Foreign-flag	—	—	2	2
	49	11	13	73
2018
Bulk Transportation Services:
Petroleum and chemical carriers - U.S.-flag	7	3	—	10
Bulk carriers - U.S.-flag	2	—	—	2
Port & Infrastructure Services:
Harbor tugs - U.S.-flag	15	8	—	23
Harbor tugs - Foreign-flag	6	—	2	8
Offshore tugs - U.S.-flag	1	—	—	1
Ocean liquid tank barges - U.S.-flag	5	—	—	5
Ocean liquid tank barges - Foreign-flag	—	—	1	1
Logistics Services:
PCTC ⁽²⁾ - U.S.-flag	—	4	—	4
Short-sea container/RORO ⁽³⁾ vessels - Foreign-flag	9	—	—	9
RORO ⁽³⁾ & deck barges - U.S.-flag	—	—	7	7
Rail ferries - Foreign-flag	—	—	2	2
	45	15	12	72

______________________


(1)	Line handling vessel


(2)	Pure Car/Truck Carrier.


(3)	Roll On/Roll Off.

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Inland Transportation & Logistics Services

	Three Months Ended March 31,
	2019				2018
	$’000		%		$’000		%
Operating Revenues:
United States	63,612		97		53,738		96
Foreign	1,990		3		2,183		4
	65,602		100		55,921		100
Costs and Expenses:
Operating:
Barge logistics	33,585		51		34,128		61
Personnel	4,571		7		4,616		8
Repairs and maintenance	1,214		2		1,540		3
Insurance and loss reserves	1,016		2		645		1
Fuel, lubes and supplies	1,811		3		1,880		4
Leased-in equipment	3,611		6		1,870		3
Other	4,218		6		3,388		6
Net barge pool earnings attributable to third parties	4,219		6		114		—
	54,245		83		48,181		86
Administrative and general	3,356		5		3,312		6
Depreciation and amortization	5,725		9		6,234		11
	63,326		97		57,727		103
Gains on Asset Dispositions	420		1		5,162		9
Operating Income	2,696		4		3,356		6
Other Income:
Foreign currency gains, net	459		1		1,703		3
Equity in Losses of 50% or Less Owned Companies, Net of Tax	(2,472	)	(4	)	(2,454	)	(4	)
Segment Profit ⁽¹⁾	683		1		2,605		5

______________________


(1)	Includes amounts attributable to both SEACOR and noncontrolling interests. See “Item 1. Financial Statements—Note 8. Noncontrolling Interests in Subsidiaries” included in Part I of this Quarterly Report on Form 10-Q.

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



	Three Months Ended March 31,
	2019		2018
	$’000	%	$’000	%
Operating Revenues:
Bulk Transportation Services:
Dry-cargo barge pools ⁽¹⁾	46,993	72	38,107	68
Charter-out of dry-cargo barges	—	—	5	—
International liquid tank barge operations	1,991	3	2,183	4
Boat, specialty barge and other operations	1,636	2	891	2
Port & Infrastructure Services:
Terminal operations	5,807	9	6,164	11
Fleeting operations	4,736	7	4,853	9
Machine shop and shipyard	427	1	432	—
Logistics services	3,538	5	2,815	5
Managed services	474	1	471	1
	65,602	100	55,921	100

______________________


(1)	Operating revenues for the three months ended March 31, 2019 and 2018 includes $20.2 million and $15.4 million , respectively, attributable to third-party barge owners participating in dry-cargo barge pools managed by the Company.

Operating Revenues. Operating revenues were $9.7 million higher in the Current Year Quarter compared with the Prior Year Quarter.

Operating revenues from bulk transportation services were $9.4 million higher in the Current Year Quarter compared with the Prior Year Quarter. Operating revenues from the dry-cargo barge pools were $8.9 million higher primarily due to higher freight rates and more demurrage and storage revenues as a consequence of difficult operating conditions on the U.S. inland waterways resulting from ice and high water. In addition, the dry-cargo barge pools increased the number of barges chartered out to third parties that were used to move frac sand. Operating revenues from boat, specialty barge and other operations were $0.7 million higher primarily due to the adoption of the new lease accounting standard.

Operating revenues from port and infrastructure services were $0.5 million lower in the Current Year Quarter compared with the Prior Year Quarter. Operating revenues from terminal operations were $0.4 million lower primarily due to the expiration of a long-term liquid terminal contract during the third quarter of 2018.

Operating revenues from logistics services were $0.7 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to an increase in container movements .

Operating Expenses . Operating expenses were $6.1 million higher in the Current Year Quarter compared with the Prior Year Quarter. Barge logistics expenses were $0.5 million lower primarily due to lower towing and switching costs as a consequence of poor operating conditions on the U.S. Inland Waterways. Repairs and maintenance costs were $0.3 million lower primarily due to fewer unscheduled repairs in the Current Year Quarter. Insurance and loss reserves were $0.4 million higher primarily due to higher insurance claims deductibles accrued in the Current Year Quarter. Leased-in equipment expense was $1.7 million higher primarily due to the adoption of the new lease accounting standard. Other operating expenses were $0.8 million higher primarily due to increased container movements.

Depreciation and Amortization. Depreciation and amortization expenses were $0.5 million lower in the Current Year Quarter compared with the Prior Year Quarter as a result of certain liquid terminal assets being fully depreciated during 2018.

Gains on Asset Dispositions. During the Current Year Quarter, the Company recognized previously deferred gains of $0.3 million. During the Prior Year Quarter, the Company sold 32 dry-cargo barges, two specialty barges and other equipment for net proceeds of $10.8 million and gains of $4.6 million, all of which were recognized currently. In addition, the Company recognized previously deferred gains of $0.5 million.

Operating Income. Excluding gains on asset dispositions, operating income as a percentage of operating revenues was 3% in the Current Year Quarter compared with operating loss as a percentage of operating revenues of 3% in the Prior Year Quarter. The improvement was primarily due to higher earnings from the dry-cargo barge pools.

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Foreign currency gains, net. During the Current Year Quarter and Prior Year Quarter, foreign currency gains were primarily due to a strengthening of the Colombian peso in relation to the U.S. dollar underlying certain of the Company’s intercompany lease obligations.

Fleet Count

The composition of Inland Services’ fleet as of March 31 was as follows:



	Owned	Leased-in	Joint Ventured	Pooled	Total
2019
Bulk Transportation Services:
Dry-cargo barges	586	48	258	482	1,374
Liquid tank barges	20	—	—	—	20
Specialty barges	5	—	—	—	5
Towboats:
4,000 hp - 6,600 hp	3	4	11	—	18
3,300 hp - 3,900 hp	1	—	2	—	3
Less than 3,200 hp	2	—	—	—	2
Port & Infrastructure Services:
Harbor boats:
1,100 hp - 2,000 hp	12	6	—	—	18
Less than 1,100 hp	6	—	—	—	6
Logistics Services:
Dry-cargo barges	25	2	—	6	33
	660	60	271	488	1,479
2018
Bulk Transportation Services:
Dry-cargo barges	584	48	258	488	1,378
Liquid tank barges	20	—	—	—	20
Specialty barges	5	—	—	—	5
Towboats:
4,000 hp - 6,600 hp	3	4	11	—	18
3,300 hp - 3,900 hp	1	—	2	—	3
Less than 3,200 hp	2	—	—	—	2
Port & Infrastructure Services:
Harbor boats:
1,100 hp - 2,000 hp	11	6	—	—	17
Less than 1,100 hp	7	—	—	—	7
Logistics Services:
Dry-cargo barges	27	2	—	1	30
	660	60	271	489	1,480

Witt O'Brien's

	Three Months Ended March 31,
	2019			2018
	$’000		%	$’000	%
Operating Revenues:
United States	32,640		99	26,091	99
Foreign	303		1	341	1
	32,943		100	26,432	100
Costs and Expenses:
Operating	21,772		66	18,306	69
Administrative and general	6,402		19	5,367	21
Depreciation and amortization	206		1	301	1
	28,380		86	23,974	91
Operating Income	4,563		14	2,458	9
Other Income:
Foreign currency gains, net	—		—	2	—
Other, net	(3	)	—	—	—
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax	(67	)	—	135	1
Segment Profit	4,493		14	2,595	10

Operating Revenues. Operating revenues were $6.5 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to activity related to ongoing recovery projects in the U.S. Virgin Islands following the hurricanes of 2017.

Operating Expenses . Operating expenses were $3.5 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to ongoing activities in the U.S. Virgin Islands consistent with increased operating revenues.

Administrative and General. Administrative and general expenses were $1.0 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to increased personnel costs associated with ongoing recovery projects in the U.S. Virgin Islands following the hurricanes of 2017.

Operating Income. Operating income as a percentage of operating revenues was 14% in the Current Year Quarter compared with 9% in the Prior Year Quarter primarily due to activities in the U.S. Virgin Islands following the hurricanes of 2017.

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Other



	Three Months Ended March 31,
	2019				2018
	$’000		%		$’000		%
Operating Revenues:
United States	1,801		100		—		—
Foreign	4		—		116		100
	1,805		100		116		100
Costs and Expenses:
Operating	1,253		69		—		—
Administrative and general	839		47		186		160
Depreciation and amortization	489		27		—		—
	2,581		143		186		160
Operating Loss	(776	)	(43	)	(70	)	(60	)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax ⁽²⁾	(90	)	(5	)	1,167		n/m
Segment Profit (Loss) ⁽¹⁾⁽²⁾	(866	)	(48	)	1,097		n/m

_____________________


(1)	Includes amounts attributable to both SEACOR and noncontrolling interests. See “Item 1. Financial Statements—Note 8. Noncontrolling Interests in Subsidiaries” included in Part I of this Quarterly Report on Form 10-Q.


(2)	The balance as a percentage of operating revenues is not meaningful (“n/m”).

Operating Activities. Operating activities in the Current Year Quarter primarily consists of the business activities of Cleancor, which the Company acquired on June 1, 2018.

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax. The Company’s 50% or less owned companies primarily consist of general aviation services businesses in Asia, including Hawker Pacific prior to its sale in 2018, and an agricultural commodity trading and logistics business.

Corporate and Eliminations

	Three Months Ended March 31,
	2019		2018
	$’000		$’000
Corporate Expenses	(6,351	)	(6,827	)
Eliminations	14		31
Operating Loss	(6,337	)	(6,796	)
Other Income (Expense):
Foreign currency gains (losses), net	(7	)	36
Other, net	10		—

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

	Three Months Ended March 31,
	2019		2018
	$’000		$’000
Interest income	1,900		1,856
Interest expense	(5,113	)	(8,563	)
Debt extinguishment losses, net	(793	)	(42	)
Marketable security gains (losses), net	3,068		(3,798	)
	(938	)	(10,547	)

Interest expense. Interest expense in the Current Year Quarter was lower compared with the Prior Year Quarter primarily due to the redemption of the 7.375% Senior Notes in October 2018, purchases of the 3.0% Convertible Senior Notes and a reduction

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of the outstanding balances under the SEA-Vista Credit Facility, partially offset by interest on the 3.25% Convertible Senior Notes issued in May 2018.

Debt extinguishment losses, net. During the Current Year Quarter, the Company purchased $24.0 million in principal amount of its 3.0% Convertible Senior Notes for $23.2 million resulting in debt extinguishment losses of $0.8 million.

Marketable security gains (losses), net. The Company’s most significant marketable security position is its ownership of 5.2 million shares in Dorian LPG Ltd. (“Dorian”), a publicly traded company listed on the New York Stock Exchange under the symbol “LPG.” Marketable security gains (losses), net in all periods are primarily related to unrealized gains or losses on the Company’s investment in Dorian.

Income Taxes

During the three months ended March 31, 2019 , the Company’s effective income tax rate of 12.4% was primarily due to foreign sourced income not subject to U.S. tax, taxes not provided on income attributable to noncontrolling interests and income subject to tonnage tax, partially offset by foreign taxes not creditable against U.S. income tax.

Liquidity and Capital Resources

General

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

As of March 31, 2019 , the Company's capital commitments by year of expected payment were as follows (in thousands):



	Remainder of 2019		2020		Total
Ocean Services	$	1,378	$	8,388	$	9,766
Inland Services	17,875		1,039		18,914
Other	176		—		176
	$	19,429	$	9,427	$	28,856

Subsequent to March 31, 2019 , the Company committed to purchase additional equipment for $1.5 million .

As of March 31, 2019 , the Company had outstanding debt of $323.6 million , net of discounts and issuance costs, and letters of credit totaling $3.0 million with various expiration dates through 2027 . In addition, as of March 31, 2019 , the Company guaranteed payments on behalf of SEACOR Marine totaling $36.6 million , under certain sale-leaseback transactions, equipment financing and multi-employer pension obligations. These guarantees continue to be contingent obligations of the Company because the beneficiary of the guarantees did not release the Company from its obligations in connection with the Spin-off and decline as payments are made by SEACOR Marine on the underlying obligations. The Company earns a fee from SEACOR Marine of 0.5% per annum on the amount of the obligations under these guarantees.

As of March 31, 2019 , the holders of the Company’s 3.0% Convertible Senior Notes ( $83.3 million outstanding), 2.5% Convertible Senior Notes ( $64.5 million outstanding) and 3.25% Convertible Senior Notes ( $117.8 million outstanding) may require the Company to repurchase the notes on November 19, 2020, December 19, 2022 and May 15, 2025, respectively. The Company’s long-term debt maturities, assuming the holders of the aforementioned convertible senior notes require the Company to repurchase the notes on those dates, are as follows (in thousands):



Remainder of 2019	$	6,300
2020	157,958
2021	500
2022	64,958
2023	368
Years subsequent to 2023	123,780
	$	353,864

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SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire its Common Stock, 3.25% Convertible Senior Notes, 3.0% Convertible Senior Notes and 2.5% Convertible Senior Notes (collectively the “Securities”) through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of March 31, 2019 , the Company’s repurchase authority for the Securities was $43.5 million .

As of March 31, 2019 , the Company held balances of cash, cash equivalents, restricted cash, restricted cash equivalents, marketable securities and construction reserve funds totaling $181.4 million . As of March 31, 2019 , construction reserve funds of $3.9 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 qualifying equipment. Additionally, the Company had $125.0 million available under the SEACOR Revolving Credit Facility and $100.0 million available under a subsidiary credit facility.

Summary of Cash Flows

	Three Months Ended March 31,
	2019		2018
	$’000		$’000
Cash Flows provided by Operating Activities	34,660		12,907
Cash Flows provided by (used in) Investing Activities	(5,364	)	24,960
Cash Flows used in Financing Activities	(32,370	)	(4,608	)
Effects of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	6		17
Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	(3,068	)	33,276

Operating Activities

Cash flows provided by operating activities increased by $21.8 million in the Current Year Quarter compared with the Prior Year Quarter . The components of cash flows provided by (used in) operating activities during the Current Year Quarter and Prior Year Quarter were as follows:



	Three Months Ended March 31,
	2019		2018
	$’000		$’000
Operating income before depreciation, amortization and gains on asset dispositions	35,667		27,252
Changes in operating assets and liabilities, excluding operating leases, before interest and income taxes	(1,752	)	(13,522	)
Interest paid, excluding capitalized interest ⁽¹⁾	(1,646	)	(1,416	)
Income taxes paid, net	(454	)	(194	)
Other	2,845		787
Total cash flows provided by operating activities	34,660		12,907

_____________________


(1)	During the Current Year Quarter and Prior Year Quarter , capitalized interest paid and included in purchases of property and equipment was not material and $0.2 million, respectively.

Operating income before depreciation, amortization and gains on asset dispositions was $8.4 million higher in the Current Year Quarter compared with the Prior Year Quarter . See “Consolidated Results of Operations” included above for a discussion of the results of each of the Company’s business segments.

Investing Activities

During the Current Year Quarter , net cash used in investing activities was $5.4 million primarily as follows:


•	Capital expenditures were $5.6 million related to the acquisition of real property, upgrades to inland river towboats and the construction of other Inland Services equipment.


•	The Company received payments on third-party leases and notes receivables of $0.2 million.

During the Prior Year Quarter , net cash provided by investing activities was $25.0 million primarily as follows:


•	Capital expenditures were $9.5 million . Equipment deliveries included one U.S.-flag harbor tug and two foreign-flag short-sea container/RORO vessels.

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•	The Company sold one U.S.-flag petroleum and chemical carrier, one U.S.-flag harbor tug, 32 inland river dry-cargo barges, two inland river specialty barges and other equipment for net proceeds of $15.9 million.


•	The Company made advances of $0.9 million to its 50% or less owned company VA&E.


•	The Company received $4.8 million from its 50% or less owned companies, including $4.4 million from VA&E.

Financing Activities

During the Current Year Quarter , net cash used in financing activities was $32.4 million . The Company:


•	purchased $24.0 million in principal amount of its 3.0% Convertible Senior Notes for $23.2 million ;


•	incurred issuance costs of $2.2 million related to the SEACOR Revolving Credit Facility;


•	repaid $8.0 million under the SEA-Vista Credit Facility;


•	made other scheduled payments on long-term debt of $0.2 million ;


•	made distributions to noncontrolling interests of $0.2 million ;


•	acquired 8,121 shares of Common Stock for treasury for an aggregate purchase price of $0.4 million from its employees to cover their tax withholding obligations related to the vesting of equity awards. These shares were purchased in accordance with the terms of the Company’s Share Incentive Plans and not pursuant to the repurchase authorizations granted by SEACOR’s Board of Directors; and


•	received $1.7 million from share award plans.

During the Prior Year Quarter , net cash used in financing activities was $4.6 million . The Company:


•	repaid $2.2 million under the SEA-Vista Credit Facility;


•	repaid $5.7 million under the ISH Credit Facility;


•	made other scheduled payments on long-term debt of $0.2 million; and


•	received $3.6 million from share award plans.

Short and Long-Term Liquidity Requirements

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 and debt service requirements, the Company believes that a combination of cash balances on hand, cash generated from operating activities, funding available under the SEACOR Revolving Credit Facility and existing subsidiary financing arrangements as well as access to the credit and capital markets will provide sufficient liquidity to meet its obligations. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to the credit and capital markets on acceptable terms. Management will continue to closely monitor the Company’s liquidity and the credit and capital markets.

Off-Balance Sheet Arrangements

For a discussion of the Company's off-balance sheet arrangements, refer to “Liquidity and Capital Resources” contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 . There has been no material change in the Company’s off-balance sheet arrangements during the Current Year Quarter . In addition, the Company has issued letters of credit or guaranteed the payments of amounts owed under certain sale-leaseback transactions, equipment financing and multi-employer pension obligations on behalf of SEACOR Marine. As of March 31, 2019 , guarantees on behalf of SEACOR Marine totaled $36.6 million and will decline as payments are made on the outstanding obligations.

Contractual Obligations and Commercial Commitments

For a discussion of the Company's contractual obligations and commercial commitments, refer to “Liquidity and Capital Resources” contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 . There has been no material change in the Company’s contractual obligations and commercial commitments during the Current Year Quarter .

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s exposure to market risk, refer to Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . There has been no material change in the Company’s exposure to market risk during the Current Year Quarter .


ITEM 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2019 . 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, 2019 .

The Company’s disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosures. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

Except for the addition of certain controls in connection with the adoption of Financial Accounting Standard Board Topic 842, Leases , there were no other changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that occurred during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of developments with respect to pending legal proceedings described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , see Note 11. “Commitments and Contingencies” included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . There have been no material changes in the Company’s risk factors during the Current Year Quarter .


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 ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Value of Securities that may Yet be Purchased under the Plans or Programs ⁽¹⁾
January 1 – 31, 2019	—	$	—	—	$	66,739,371
February 1 – 28, 2019	—	$	—	—	$	66,739,371
March 1 – 31, 2019	—	$	—	—	$	43,543,621

______________________

(1)

SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire its Common Stock, 3.0% Convertible Senior Notes, 3.25% Convertible Senior Notes and 2.5% Convertible Senior Notes (collectively the “Securities”) through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the Current Year Quarter, the Company repurchased $24.0 million in principal amount of its 3.0% Convertible Senior Notes for $23.2 million thereby reducing repurchase authority under the plan.


ITEM 3.	DEFAULT UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

None.

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ITEM 6.	EXHIBITS



10.1*		Credit Agreement dated as of March 19, 2019 among SEACOR Holdings Inc., as Borrower, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Security Trustee for the Lenders, and JPMorgan Chase Bank, N.A., as issuing bank of the Letters of Credit thereunder.
10.2*		Guaranty and Collateral Agreement, dated as of March 19, 2019 among SEACOR Holdings Inc. and the other Grantors from time to time party thereto, in favor of JPMorgan Chase Bank, N.A., as Security Trustee for the Secured Parties.
10.3*		Fleet Mortgage, dated as of March 19, 2019 provided by SCF Barge Line LLC, as Collateral Vessel Owner, in favor of JPMorgan Chase Bank, N.A., as Security Trustee and as Mortgagee.
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

______________________



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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			SEACOR Holdings Inc. (Registrant)

DATE:	April 24, 2019	By:	/ S / CHARLES FABRIKANT
			Charles Fabrikant, Executive Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

DATE:	April 24, 2019	By:	/ S / BRUCE WEINS
			Bruce Weins, Senior Vice President and Chief Financial Officer (Principal Financial Officer)



Annexes :

Annex 1	Commitments
Annex 2	Pricing Schedule
Annex 3	Form of Consolidating Financial Statements

Exhibits :

Exhibit 1.1	Form of Collateral Vessel Mortgage
Exhibit 2.3	Form of Borrowing Request
Exhibit 2.8	Form of Revolving Note
Exhibit 3.3	Form of U.S. Tax Compliance Certificates
Exhibit 6.6	Form of Compliance Certificate
Exhibit 11.10	Form of Assignment Agreement

Schedules :

Schedule 2.12(a)	L/C Sublimits
Schedule 5.15A	Closing Date Guarantors
Schedule 5.15B	Closing Date Collateral Vessels
Schedule 5.17A	Subsidiaries
Schedule 5.17B	Unrestricted Subsidiaries
Schedule 6.2	Approved Appraisers
Schedule 7.2	Existing Liens
Schedule 7.3	Existing Indebtedness
Schedule 7.4	Existing Transactions with Affiliates
Schedule 7.5	Existing Investments



To the Borrower:	SEACOR Holdings Inc. 2200 Eller Drive, Fort Lauderdale, FL 33316 Attention: Bill Long Telephone: 954-627-5206 Fax: 281-670-1401 Email: blong@ckor.com

To the Administrative Agent and the Security Trustee	JPMorgan Chase Bank, N.A. 10 S Dearborn St, Floor L2S Chicago, IL 60603 Attention: Jasmine Doke Telephone: 312-732-2671 Facsimile: 844-490-5663 Email: jpm.agency.cri@jpmorgan.com and jasmine.c.doke@chase.com

To Issuing Banks:	JPMorgan Chase Bank, N.A. 10 S Dearborn St, Floor L2S Chicago, IL 60603 Attention: Jasmine Doke Telephone: 312-732-2671 Facsimile: 844-490-5663 Email: Chicago.LC.Agency.Activity.Team@jpmorgan.com



	SEACOR HOLDINGS INC. , as Borrower


	By: /s/ SCOTT WEBER
	Name: Scott Weber
	Title: Senior Vice President, Corporate Development and Finance



	JPMORGAN CHASE BANK, N.A. , as Administrative Agent, Issuing Bank, Security Trustee and Lender


	By: /s/ CAROLINE EAGAN
	Name: Caroline Eagan
	Title: Vice President



	REGIONS BANK as a Lender


	By: /s/ JOE DANCY
	Name: Joe Dancy
	Title: Senior Vice President



Adjusted LIBOR	=	LIBOR for such Interest Period
		1.00 - Statutory Reserve Rate



	DNB CAPITAL LLC as a Lender


	By: /s/ PHILIPPE WULFERS
	Name: Philippe Wulfers
	Title: First Vice President By: /s/ ANDREW J. SHOHET _____________ Name: Andrew J. Shohet Title: Senior Vice President



	BRANCH BANKING AND TRUST COMPANY as a Lender


	By: /s/ MELINDA GULLEDGE
	Name: Melinda Gulledge
	Title: Assistant Vice President



	BMO HARRIS BANK N.A as a Lender


	By: /s/ WILLIAM THOMSON
	Name: William Thomson
	Title: Managing Director



	SUNTRUST BANK as a Lender


	By: /s/ ERIC SAXON
	Name: Eric Saxon
	Title: Vice President



Lender	Revolving Commitment
JPMorgan Chase Bank, N.A.	$23,750,000
DNB Capital LLC	$22,500,000
Regions Bank	$22,500,000
Branch Banking and Trust Company	$18,750,000
BMO Harris Bank N.A.	$18,750,000
SunTrust Bank	$18,750,000
Total	$125,000,000.00



Level	Maximum Net Funded Debt Ratio	Applicable Margin (Base Rate)	Applicable Margin (LIBOR)
1	≤ 1.00x	0.75%	1.75%
2	> 1.00x and ≤2.00x	1.00%	2.00%
3	> 2.00x and ≤3.00x	1.50%	2.50%
4	> 3.00x and ≤3.50x	1.75%	2.75%
5	> 3.50x	2.00%	3.00%



	Facility Restricted Entities		Unrestricted Entities		Eliminations		Consolidated (Audited)
Operating Revenues	671,723		173,903		(9,876	)	835,750
Costs and Expenses
Operating	509,166		85,461		(2,779	)	591,848
Administrative and general	99,023		10,962		(7,078	)	102,907
Depreciation and amortization	44,521		30,205		(147	)	74,579
	652,710		126,628		(10,004	)	769,334
Gains on Asset Dispositions, Net	5,563		12,648		1,372		19,583
Operating Income	24,576		59,923		1,500		85,999
Other Income (Expense):
Interest income	6,004		2,726		—		8,730
Interest expense	(24,725	)	(6,958	)	—		(31,683	)
Debt extinguishment losses, net	(11,626	)	—		—		(11,626	)
Marketable security losses, net	(12,431	)	—		—		(12,431	)
Foreign currency losses, net	(300	)	(1,964	)	—		(2,264	)
Other	564		54,400		—		54,964
	(42,514	)	48,204		—		5,690
Income (Loss) before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies	(17,938	)	108,127		1,500		91,689
Income Tax Expense (Benefit)	8,451		(22	)	(14	)	8,415
Income (Loss) before Equity in Earnings of 50% or Less Owned Companies	(26,389	)	108,149		1,514		83,274
Equity in Earnings (Losses) of 50% or Less Owned Companies	5,142		(5,214	)	—		(72	)
Equity in Earnings of Consolidated Subsidiaries	26,448		—		(26,448	)	0
Net Income	5,201		102,935		(24,934	)	83,202
Net income (loss) attributable to noncontrolling interests	(67	)	—		25,121		25,054
Net Income attributable to SEACOR	5,268		102,935		(50,055	)	58,148



	Facility Restricted Entities		Unrestricted Entities		Eliminations		Consolidated (Audited)
Current Assets:
Cash and cash equivalents	128,902		15,319		—		144,221
Restricted cash	2,991		—		—		2,991
Marketable Securities	30,316		—		—		30,316
Accounts Receivable	202,260		9,411		(962	)	210,709
Inventories	4,139		391		—		4,530
Prepaid Expenses	4,731		651		—		5,382
Total current assets	373,339		25,772		(962	)	398,149
Property and Equipment, Net	382,447		463,998		65		846,510
JV Investments	97,601		59,285		—		156,886
Investments in Consolidated Subsidiaries	342,294		—		(342,294	)	—
Construction & Title XI Reserve Funds	3,908		—		—		3,908
Goodwill	32,101		607		—		32,708
Intangible Assets	24,551		—		—		24,551
Other Assets	8,210		102				8,312
Total Assets	1,264,451		549,764		(343,191	)	1,471,024
Current Liabilities:
Current portion of long-term debt	461		8,036		—		8,497
AP and accrued expenses	56,227		3,380		—		59,607
Other accrued liabilities	40,083		16,538		(962	)	55,659
Total current liabilities	96,771		27,954		(962	)	123,763
Long-Term Debt	266,334		79,794		—		346,128
Intercompany Obligations with Consolidated Subsidiaries	33,193		(33,193	)	—		—
Deferred Income Taxes	94,182		—		238		94,420
Deferred Gains and Other Liabilities	28,388		20,073		4,410		52,871
Total Liabilities	518,868		94,628		3,686		617,182
Equity:
Stockholders' Equity:
Stock	360		—		—		390
Additional paid-in capital	1,596,642		352,742		(352,742	)	1,596,642
Retained earnings	515,581		103,051		(143,823	)	474,809
Shares held in treasury	(1,366,773	)	—		—		(1,366,773	)
Currency translation adjustments	(257	)	(657	)	—		(914	)
Total stockholders' equity	745,583		455,136		(496,565	)	704,154
Non-controlling interests	—		—		149,688		149,688
Total equity	745,583		455,136		(346,877	)	853,842
Total Liabilities & Stockholders' Equity	1,264,451		549,764		(343,191	)	1,471,024



Date	Amount of Loan Made	Interest Period (if Applicable)	Amount of Principal Repaid	Unpaid Principal Balance	Total	Notation Made By


B.	As of the Financial Statement Date and with respect to the Borrower and its Subsidiaries on a consolidated basis, Annex 1 sets forth the calculation of the financial covenants specified therein.


D.	A list and description of all Sale-Leaseback Transactions that have occurred since the last financial statements were delivered to the Administrative Agent on [ DATE ] is attached hereto as Annex 2.



1. Adjusted EBITDA : $ [___,___,___] minus 2. Maintenance Expenditures : $ [___,___,___] to the sum of 3. Fixed Charges . $ [___,___,___]
The minimum permitted Fixed Charge Coverage Ratio under Section 7.7(a) is 1.25 to 1.00. In compliance:	[YES][NO]



1. Net Funded Debt : $ [___,___,___]

to 2. Adjusted EBITDA. $ [___,___,___]
The minimum permitted Net Funded Debt Ratio under Section 7.7(b) is [3.50]/[4.00] to 1.00. In compliance:	[YES][NO]



1. Aggregate Collateral Vessel Value : $ [___,___,___] to 2. Aggregate Commitments. $ [___,___,___]
The minimum permitted Collateral Coverage Ratio under Section 7.7(c) is 2.00 to 1.00. In compliance:	[YES][NO]



Vessel Name/Number:	Consideration Received:	Lease Payment Schedule:	Maturity Date:


	[and is [a Lender][an Affiliate of [identify Lender]] or [an Approved Fund]]



Aggregate Amount of Commitment/Loans for all Lenders	Principal Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans
$	$	%
$	$	%
$	$	%



1. Arctic Leasing LLC	Delaware
2. Caribbean Tugz LLC	Delaware
3. CARIBSHIP LLC	Delaware
4. CENTRAL GULF LINES, INC.	Delaware
5. CLEANCOR Energy Solutions LLC	Delaware
6. CLEANCOR Holdings LLC	Delaware
7. CLEANCOR LNG LLC	Delaware
8. CLEANCOR Pressure Vessels LLC	Delaware
9. CLEANCOR SOLUCIONES ENERGÉTICAS LLC	Puerto Rico
10. C-Terms Partners	Florida
11. Eco-Tankers Crew Management LLC	Delaware
12. F2 SEA Inc.	Delaware
13. GATEWAY TERMINALS LLC	Delaware
14. Graham Offshore Tugs LLC	Delaware
15. Illinois Corn Processing Holdings Inc.	Delaware
16. International Shipholding Corporation	Delaware
17. KS Maritime Holdings (US) LLC	Delaware
18. MCCALL BOAT RENTALS OCEAN BARGES LLC	Delaware
19. Mesa LNG Partners LLC	Delaware
20. O’Brien’s Response Management, L.L.C.	Delaware
21. ORM Holdings II LLC	Delaware
22. ORM Holdings Inc.	Delaware
23. Phoenix Crew Management LLC	Delaware
24. Port Dania Holdings I LLC	Delaware
25. Port Dania Holdings II LLC	Delaware
26. SCF Barge Line LLC	Delaware
27. SCF Barge Line Vessel Holdings LLC	Delaware
28. SCF Colombia (US) LLC	Delaware
29. SCF Fleeting LLC	Delaware
30. SCF Lewis and Clark Fleeting LLC	Delaware
31. SCF Lewis and Clark Terminals LLC	Delaware
32. SCF Marine Inc.	Delaware
33. SCF Real Estate LLC	Delaware
34. SCF RIVERPORT LLC	Delaware
35. SCF Services LLC	Delaware
36. SCF Shipyards LLC	Delaware
37. SCF Terminals LLC	Delaware
38. SCF Waxler Marine LLC	Delaware
39. Seabulk Chemical Transport Inc.	Delaware
40. Seabulk Fleet Management LLC	Delaware



41. Seabulk Marine Services, Inc.	Florida
42. SEABULK OCEAN TRANSPORT, INC.	Florida
43. Seabulk Petroleum Transport LLC	Delaware
44. Seabulk Tankers, Inc.	Delaware
45. Seabulk Towing Holdings Inc.	Delaware
46. Seabulk Towing Services, Inc.	Florida
47. SEABULK TOWING, INC.	Delaware
48. Seabulk Transport Inc.	Delaware
49. SEACAP APT Leasing Inc.	Delaware
50. SEACAP Leasing Associates II LLC	Delaware
51. SEACAP Leasing Associates III LLC	Delaware
52. SEACAP Leasing Associates IV LLC	Delaware
53. SEACAP Leasing Associates IX LLC	Delaware
54. SEACAP Leasing Associates V LLC	Delaware
55. SEACAP Leasing Associates VI LLC	Delaware
56. SEACAP Leasing Associates X LLC	Delaware
57. SEACOR AMH LLC	Delaware
58. SEACOR Asset Management LLC	Delaware
59. SEACOR Capital Corporation	Delaware
60. SEACOR Commodity Trading LLC	Delaware
61. SEACOR Container Lines LLC	Delaware
62. SEACOR Environmental Services Inc.	Delaware
63. SEACOR Inland River Transport Inc.	Delaware
64. SEACOR Island Lines LLC	Delaware
65. SEACOR Management Services Inc.	Delaware
66. SEACOR Merchant LLC	Delaware
67. SEACOR Meridian Inc.	Delaware
68. SEACOR Ocean Investments LLC	Delaware
69. SEACOR Ocean Transport Inc.	Delaware
70. SEACOR Offshore Ocean Barges LLC	Delaware
71. SEACOR Payroll Management LLC	Delaware
72. SEACOR Response Inc.	Delaware
73. SEACOR Sugar LLC	Delaware
74. SEACOR Tankers Holdings Inc.	Delaware
75. SEACOR Tankers Inc.	Delaware
76. SEACOR Vision Ocean Barges LLC	Delaware
77. SEACOR Worldwide Ocean Barges LLC	Delaware
78. SeaDor Holdings LLC	Delaware
79. SIL Holdings LLC	Delaware
80. SOYLUTIONS LLC	Illinois
81. Strategic Crisis Advisors LLC	Georgia
82. Trailer Bridge Holdings LLC	Delaware
83. United Ocean Services Inc.	Delaware
84. WATERMAN STEAMSHIP CORPORATION	New York
85. WESTON BARGE LINE, INC.	Delaware
86. WITT O’BRIEN’S INSURANCE SERVICES, LLC	New Jersey



87. Witt O’Brien’s, LLC	Delaware
88. Witt O’Brien’s Payroll Management LLC	Delaware
89. WITT O’BRIEN’S PR LLC	Puerto Rico
90. Witt O’Brien’s USVI, LLC	U.S. Virgin Islands



Barge #	Actual Owner	Official Number
SCF1027b	SCF BARGE LINE LLC	1226950
SCF1028b	SCF BARGE LINE LLC	1226951
SCF1029b	SCF BARGE LINE LLC	1226952
SCF1030b	SCF BARGE LINE LLC	1226953
SCF1031b	SCF BARGE LINE LLC	1226977
SCF1032b	SCF BARGE LINE LLC	1226954
SCF1033b	SCF BARGE LINE LLC	1226976
SCF1034b	SCF BARGE LINE LLC	1226955
SCF1035b	SCF BARGE LINE LLC	1226975
SCF2022	SCF BARGE LINE LLC	1101018
SCF2023	SCF BARGE LINE LLC	1101019
SCF2020	SCF BARGE LINE LLC	1101042
SCF2021	SCF BARGE LINE LLC	1101043
SCF2027	SCF BARGE LINE LLC	1101308
SCF2026	SCF BARGE LINE LLC	1101309
SCF2025	SCF BARGE LINE LLC	1101310
SCF2024	SCF BARGE LINE LLC	1101311
SCF2028	SCF BARGE LINE LLC	1101632
SCF2029	SCF BARGE LINE LLC	1101633
SCF2030	SCF BARGE LINE LLC	1101634
SCF2034b	SCF BARGE LINE LLC	1101683
SCF2031b	SCF BARGE LINE LLC	1101684
SCF2032b	SCF BARGE LINE LLC	1101685
SCF2033b	SCF BARGE LINE LLC	1101686
SCF2035b	SCF BARGE LINE LLC	1102202
SCF2036b	SCF BARGE LINE LLC	1102203
SCF2037b	SCF BARGE LINE LLC	1102204
SCF2038b	SCF BARGE LINE LLC	1102205
SCF2039b	SCF BARGE LINE LLC	1102206
SCF2040b	SCF BARGE LINE LLC	1102207
SCF2041b	SCF BARGE LINE LLC	1102208
SCF2042b	SCF BARGE LINE LLC	1102354
SCF2043b	SCF BARGE LINE LLC	1102355
SCF2044b	SCF BARGE LINE LLC	1102520
MMA2201	SCF BARGE LINE LLC	1127907
MMA2202	SCF BARGE LINE LLC	1127909
MMA2203	SCF BARGE LINE LLC	1127912
MMA2204	SCF BARGE LINE LLC	1127913
MMA2205	SCF BARGE LINE LLC	1127914
MMA2206	SCF BARGE LINE LLC	1127915
MMA2207	SCF BARGE LINE LLC	1127917



MMA2208	SCF BARGE LINE LLC	1127918
MMA2209	SCF BARGE LINE LLC	1127919
MMA2210	SCF BARGE LINE LLC	1127920
MMA2211b	SCF BARGE LINE LLC	1131043
MMA2212b	SCF BARGE LINE LLC	1131044
MMA2213b	SCF BARGE LINE LLC	1131045
MMA2214b	SCF BARGE LINE LLC	1131046
MMA2215b	SCF BARGE LINE LLC	1131047
MMA2216b	SCF BARGE LINE LLC	1131048
MMA2217b	SCF BARGE LINE LLC	1131049
MMA2218b	SCF BARGE LINE LLC	1131050
MMA2219b	SCF BARGE LINE LLC	1131051
MMA2220b	SCF BARGE LINE LLC	1131052
MMA2221b	SCF BARGE LINE LLC	1131848
MMA2222b	SCF BARGE LINE LLC	1131853
MMA2223b	SCF BARGE LINE LLC	1131855
MMA2224b	SCF BARGE LINE LLC	1131857
MMA2225b	SCF BARGE LINE LLC	1131858
MMA2226b	SCF BARGE LINE LLC	1131859
MMA2227b	SCF BARGE LINE LLC	1131862
MMA2228b	SCF BARGE LINE LLC	1131863
MMA2229b	SCF BARGE LINE LLC	1131864
MMA2230b	SCF BARGE LINE LLC	1131867
SCF22118	SCF BARGE LINE LLC	1136581
SCF23120	SCF BARGE LINE LLC	1146528
SCF23124	SCF BARGE LINE LLC	1147051
SCF23125	SCF BARGE LINE LLC	1147052
SCF23138	SCF BARGE LINE LLC	1148252
SCF23147	SCF BARGE LINE LLC	1149152
MMA2312b	SCF BARGE LINE LLC	1149473
MMA2329b	SCF BARGE LINE LLC	1149480
MMA2314b	SCF BARGE LINE LLC	1149482
MMA2315b	SCF BARGE LINE LLC	1149483
MMA2316b	SCF BARGE LINE LLC	1149484
MMA2317b	SCF BARGE LINE LLC	1149485
MMA2318b	SCF BARGE LINE LLC	1149486
MMA2320b	SCF BARGE LINE LLC	1149488
MMA2313b	SCF BARGE LINE LLC	1149491
MMA2311b	SCF BARGE LINE LLC	1149492
SCF24000	SCF BARGE LINE LLC	1152520
SCF24001	SCF BARGE LINE LLC	1152521
SCF24002	SCF BARGE LINE LLC	1152522
SCF24003	SCF BARGE LINE LLC	1152523
SCF24004	SCF BARGE LINE LLC	1152526
SCF24005	SCF BARGE LINE LLC	1152663
SCF24006	SCF BARGE LINE LLC	1152664
SCF24007	SCF BARGE LINE LLC	1152666



SCF24008	SCF BARGE LINE LLC	1152667
SCF24083	SCF BARGE LINE LLC	1152668
SCF24100b	SCF BARGE LINE LLC	1152668
SCF24102b	SCF BARGE LINE LLC	1152669
SCF24104b	SCF BARGE LINE LLC	1152670
SCF24106b	SCF BARGE LINE LLC	1152671
SCF24108b	SCF BARGE LINE LLC	1152672
SCF24012	SCF BARGE LINE LLC	1152673
SCF24011	SCF BARGE LINE LLC	1152674
SCF24010	SCF BARGE LINE LLC	1152675
SCF24109b	SCF BARGE LINE LLC	1152676
SCF24107b	SCF BARGE LINE LLC	1152677
SCF24105b	SCF BARGE LINE LLC	1152678
SCF24103b	SCF BARGE LINE LLC	1152679
SCF24101b	SCF BARGE LINE LLC	1152681
SCF24009	SCF BARGE LINE LLC	1152682
SCF24013	SCF BARGE LINE LLC	1153397
SCF24014	SCF BARGE LINE LLC	1153398
SCF24110b	SCF BARGE LINE LLC	1153399
SCF24111b	SCF BARGE LINE LLC	1153400
SCF24113b	SCF BARGE LINE LLC	1153401
SCF24115b	SCF BARGE LINE LLC	1153403
SCF24117b	SCF BARGE LINE LLC	1153404
SCF24119b	SCF BARGE LINE LLC	1153405
SCF24121b	SCF BARGE LINE LLC	1153406
SCF24125b	SCF BARGE LINE LLC	1153408
SCF24124b	SCF BARGE LINE LLC	1153409
SCF24123b	SCF BARGE LINE LLC	1153410
SCF24122b	SCF BARGE LINE LLC	1153411
SCF24120b	SCF BARGE LINE LLC	1153412
SCF24118b	SCF BARGE LINE LLC	1153413
SCF24116b	SCF BARGE LINE LLC	1153414
SCF24114b	SCF BARGE LINE LLC	1153416
SCF24112b	SCF BARGE LINE LLC	1153417
SCF24015	SCF BARGE LINE LLC	1153721
SCF24016	SCF BARGE LINE LLC	1153723
SCF24018	SCF BARGE LINE LLC	1153724
SCF24017	SCF BARGE LINE LLC	1153726
SCF24019	SCF BARGE LINE LLC	1153727
SCF24021	SCF BARGE LINE LLC	1153728
SCF24023	SCF BARGE LINE LLC	1153730
SCF24025	SCF BARGE LINE LLC	1153731
SCF24027	SCF BARGE LINE LLC	1153737
SCF24078	SCF BARGE LINE LLC	1153738
SCF24034	SCF BARGE LINE LLC	1153740
SCF24033	SCF BARGE LINE LLC	1153741
SCF24032	SCF BARGE LINE LLC	1153742



SCF24031	SCF BARGE LINE LLC	1153743
SCF24030	SCF BARGE LINE LLC	1153744
SCF24029	SCF BARGE LINE LLC	1153745
SCF24028	SCF BARGE LINE LLC	1153746
SCF24086	SCF BARGE LINE LLC	1153751
SCF24084	SCF BARGE LINE LLC	1153753
SCF24080	SCF BARGE LINE LLC	1153757
SCF24026	SCF BARGE LINE LLC	1153759
SCF24024	SCF BARGE LINE LLC	1153760
SCF24022	SCF BARGE LINE LLC	1153761
SCF24020	SCF BARGE LINE LLC	1153762
SCF24035	SCF BARGE LINE LLC	1155036
SCF24037	SCF BARGE LINE LLC	1155037
SCF24039	SCF BARGE LINE LLC	1155039
SCF24155b	SCF BARGE LINE LLC	1155041
SCF24156b	SCF BARGE LINE LLC	1155042
SCF24157b	SCF BARGE LINE LLC	1155043
SCF24158b	SCF BARGE LINE LLC	1155045
SCF24159b	SCF BARGE LINE LLC	1155046
SCF24160b	SCF BARGE LINE LLC	1155047
SCF24161b	SCF BARGE LINE LLC	1155048
SCF24162b	SCF BARGE LINE LLC	1155049
SCF24163b	SCF BARGE LINE LLC	1155050
SCF24164b	SCF BARGE LINE LLC	1155051
SCF24146b	SCF BARGE LINE LLC	1155052
SCF24147b	SCF BARGE LINE LLC	1155053
SCF24148b	SCF BARGE LINE LLC	1155054
SCF24149b	SCF BARGE LINE LLC	1155055
SCF24150b	SCF BARGE LINE LLC	1155056
SCF24151b	SCF BARGE LINE LLC	1155057
SCF24152b	SCF BARGE LINE LLC	1155058
SCF24153b	SCF BARGE LINE LLC	1155059
SCF24154b	SCF BARGE LINE LLC	1155060
SCF24145b	SCF BARGE LINE LLC	1155061
SCF24040	SCF BARGE LINE LLC	1155062
SCF24038	SCF BARGE LINE LLC	1155063
SCF24036	SCF BARGE LINE LLC	1155064
SCF24130b	SCF BARGE LINE LLC	1155071
SCF24132b	SCF BARGE LINE LLC	1155072
SCF24134b	SCF BARGE LINE LLC	1155073
SCF24136b	SCF BARGE LINE LLC	1155074
SCF24138b	SCF BARGE LINE LLC	1155076
SCF24140b	SCF BARGE LINE LLC	1155077
SCF24141b	SCF BARGE LINE LLC	1155078
SCF24142b	SCF BARGE LINE LLC	1155079
SCF24143b	SCF BARGE LINE LLC	1155080
SCF24139b	SCF BARGE LINE LLC	1155082



SCF24137b	SCF BARGE LINE LLC	1155083
SCF24135b	SCF BARGE LINE LLC	1155084
SCF24133b	SCF BARGE LINE LLC	1155085
SCF24131b	SCF BARGE LINE LLC	1155086
SCF24129b	SCF BARGE LINE LLC	1155087
SCF24128b	SCF BARGE LINE LLC	1155088
SCF24127b	SCF BARGE LINE LLC	1155089
SCF24126b	SCF BARGE LINE LLC	1155090
SCF24144b	SCF BARGE LINE LLC	1156495
SCF24165b	SCF BARGE LINE LLC	1156496
SCF24166b	SCF BARGE LINE LLC	1156497
SCF24167b	SCF BARGE LINE LLC	1156498
SCF24169b	SCF BARGE LINE LLC	1156499
SCF24171b	SCF BARGE LINE LLC	1156501
SCF24173b	SCF BARGE LINE LLC	1156502
SCF24175b	SCF BARGE LINE LLC	1156503
SCF24177b	SCF BARGE LINE LLC	1156504
SCF24181b	SCF BARGE LINE LLC	1156505
SCF24180b	SCF BARGE LINE LLC	1156506
SCF24179b	SCF BARGE LINE LLC	1156507
SCF24178b	SCF BARGE LINE LLC	1156508
SCF24176b	SCF BARGE LINE LLC	1156509
SCF24174b	SCF BARGE LINE LLC	1156510
SCF24172b	SCF BARGE LINE LLC	1156511
SCF24170b	SCF BARGE LINE LLC	1156513
SCF24168b	SCF BARGE LINE LLC	1156514
SCF24045	SCF BARGE LINE LLC	1157834
SCF24044	SCF BARGE LINE LLC	1157835
SCF24048	SCF BARGE LINE LLC	1157837
SCF24050	SCF BARGE LINE LLC	1157838
SCF24056	SCF BARGE LINE LLC	1157852
SCF24055	SCF BARGE LINE LLC	1157854
SCF24054	SCF BARGE LINE LLC	1157855
SCF24053	SCF BARGE LINE LLC	1157856
SCF24052	SCF BARGE LINE LLC	1157857
SCF24051	SCF BARGE LINE LLC	1157863
SCF24047	SCF BARGE LINE LLC	1157865
SCF24067	SCF BARGE LINE LLC	1158151
SCF24068	SCF BARGE LINE LLC	1158152
SCF24069	SCF BARGE LINE LLC	1158153
SCF24070	SCF BARGE LINE LLC	1158154
SCF24071	SCF BARGE LINE LLC	1158155
SCF24072	SCF BARGE LINE LLC	1158156
SCF24073	SCF BARGE LINE LLC	1158157
SCF24074	SCF BARGE LINE LLC	1158158
SCF24075	SCF BARGE LINE LLC	1158159
SCF24076	SCF BARGE LINE LLC	1158160



SCF24327b	SCF BARGE LINE LLC	1158161
SCF24328b	SCF BARGE LINE LLC	1158162
SCF24329b	SCF BARGE LINE LLC	1158163
SCF24330b	SCF BARGE LINE LLC	1158164
SCF24331b	SCF BARGE LINE LLC	1158165
SCF24332b	SCF BARGE LINE LLC	1158166
SCF24333b	SCF BARGE LINE LLC	1158167
SCF24335b	SCF BARGE LINE LLC	1158169
SCF24336b	SCF BARGE LINE LLC	1158170
SCF24184b	SCF BARGE LINE LLC	1158638
SCF24183b	SCF BARGE LINE LLC	1158639
SCF24182b	SCF BARGE LINE LLC	1158640
SCF24057	SCF BARGE LINE LLC	1158996
SCF24058	SCF BARGE LINE LLC	1158997
SCF24060	SCF BARGE LINE LLC	1158998
SCF24059	SCF BARGE LINE LLC	1158999
SCF24061	SCF BARGE LINE LLC	1159000
SCF24063	SCF BARGE LINE LLC	1159001
SCF24065	SCF BARGE LINE LLC	1159002
SCF24300b	SCF BARGE LINE LLC	1159003
SCF24302b	SCF BARGE LINE LLC	1159004
SCF24311b	SCF BARGE LINE LLC	1159005
SCF24310b	SCF BARGE LINE LLC	1159006
SCF24309b	SCF BARGE LINE LLC	1159007
SCF24308b	SCF BARGE LINE LLC	1159008
SCF24307b	SCF BARGE LINE LLC	1159009
SCF24306b	SCF BARGE LINE LLC	1159010
SCF24305b	SCF BARGE LINE LLC	1159011
SCF24304b	SCF BARGE LINE LLC	1159012
SCF24303b	SCF BARGE LINE LLC	1159013
SCF24319b	SCF BARGE LINE LLC	1159014
SCF24318b	SCF BARGE LINE LLC	1159018
SCF24317b	SCF BARGE LINE LLC	1159019
SCF24316b	SCF BARGE LINE LLC	1159020
SCF24315b	SCF BARGE LINE LLC	1159021
SCF24314b	SCF BARGE LINE LLC	1159022
SCF24313b	SCF BARGE LINE LLC	1159023
SCF24312b	SCF BARGE LINE LLC	1159024
SCF24301b	SCF BARGE LINE LLC	1159025
SCF24066	SCF BARGE LINE LLC	1159026
SCF24064	SCF BARGE LINE LLC	1159027
SCF24062	SCF BARGE LINE LLC	1159028
SCF24320b	SCF BARGE LINE LLC	1161592
SCF24321b	SCF BARGE LINE LLC	1161593
SCF24322b	SCF BARGE LINE LLC	1161594
SCF24323b	SCF BARGE LINE LLC	1161595
SCF24325b	SCF BARGE LINE LLC	1161596



SCF24326b	SCF BARGE LINE LLC	1161603
SCF24324b	SCF BARGE LINE LLC	1161604
SCF24205	SCF BARGE LINE LLC	1162321
SCF24203	SCF BARGE LINE LLC	1162322
SCF24201	SCF BARGE LINE LLC	1162323
SCF24208	SCF BARGE LINE LLC	1163598
SCF24209	SCF BARGE LINE LLC	1163601
SCF24211	SCF BARGE LINE LLC	1163602
SCF24213	SCF BARGE LINE LLC	1163603
SCF24215	SCF BARGE LINE LLC	1163605
SCF24217	SCF BARGE LINE LLC	1163606
SCF24219	SCF BARGE LINE LLC	1163607
SCF24214	SCF BARGE LINE LLC	1163618
SCF24218	SCF BARGE LINE LLC	1163619
SCF24216	SCF BARGE LINE LLC	1163620
SCF24220	SCF BARGE LINE LLC	1163624
SCF2500	SCF BARGE LINE LLC	1163894
SCF2571b	SCF BARGE LINE LLC	1163897
SCF2570b	SCF BARGE LINE LLC	1163899
SCF2569b	SCF BARGE LINE LLC	1163901
SCF2561b	SCF BARGE LINE LLC	1163914
SCF2559b	SCF BARGE LINE LLC	1163917
SCF2553b	SCF BARGE LINE LLC	1163925
SCF2502	SCF BARGE LINE LLC	1163928
SCF2501	SCF BARGE LINE LLC	1163931
SCF2574b	SCF BARGE LINE LLC	1169702
SCF2505	SCF BARGE LINE LLC	1169707
SCF2506	SCF BARGE LINE LLC	1169708
SCF2516	SCF BARGE LINE LLC	1169713
SCF2513	SCF BARGE LINE LLC	1169716
SCF26100b	SCF BARGE LINE LLC	1182413
SCF26101b	SCF BARGE LINE LLC	1182417
SCF26102b	SCF BARGE LINE LLC	1182418
SCF26103b	SCF BARGE LINE LLC	1182420
SCF26104b	SCF BARGE LINE LLC	1182427
SCF26000	SCF BARGE LINE LLC	1182437
SCF26001	SCF BARGE LINE LLC	1182438
SCF26003	SCF BARGE LINE LLC	1182440
SCF26005	SCF BARGE LINE LLC	1182441
SCF26006	SCF BARGE LINE LLC	1182452
SCF26004	SCF BARGE LINE LLC	1182453
SCF26110b	SCF BARGE LINE LLC	1186891
SCF26111b	SCF BARGE LINE LLC	1186893
SCF26112b	SCF BARGE LINE LLC	1186895
SCF26113b	SCF BARGE LINE LLC	1186896
SCF26114b	SCF BARGE LINE LLC	1186902
SCF26015	SCF BARGE LINE LLC	1186904



SCF26016	SCF BARGE LINE LLC	1186906
SCF26017	SCF BARGE LINE LLC	1186908
SCF26018	SCF BARGE LINE LLC	1186911
SCF26020	SCF BARGE LINE LLC	1186912
SCF26022	SCF BARGE LINE LLC	1186920
SCF26019	SCF BARGE LINE LLC	1186921
SCF26021	SCF BARGE LINE LLC	1187015
SCF26120b	SCF BARGE LINE LLC	1193435
SCF26121b	SCF BARGE LINE LLC	1193436
SCF26122b	SCF BARGE LINE LLC	1193437
SCF26123b	SCF BARGE LINE LLC	1193438
SCF26125b	SCF BARGE LINE LLC	1193439
SCF26127b	SCF BARGE LINE LLC	1193440
SCF26126b	SCF BARGE LINE LLC	1193450
SCF26124b	SCF BARGE LINE LLC	1193451
SCF26030	SCF BARGE LINE LLC	1193453
SCF26031	SCF BARGE LINE LLC	1193455
SCF26032	SCF BARGE LINE LLC	1193456
SCF26033	SCF BARGE LINE LLC	1193457
SCF26034	SCF BARGE LINE LLC	1193467
SCF27000	SCF BARGE LINE LLC	1194831
SCF27001	SCF BARGE LINE LLC	1194832
SCF27002	SCF BARGE LINE LLC	1194833
SCF27003	SCF BARGE LINE LLC	1194834
SCF27005	SCF BARGE LINE LLC	1194836
SCF27004	SCF BARGE LINE LLC	1194845
SCF27012	SCF BARGE LINE LLC	1194848
SCF27013	SCF BARGE LINE LLC	1194849
SCF27014	SCF BARGE LINE LLC	1194850
SCF27015	SCF BARGE LINE LLC	1194852
SCF27017	SCF BARGE LINE LLC	1194854
SCF27016	SCF BARGE LINE LLC	1194863
SCF26135b	SCF BARGE LINE LLC	1195784
SCF26172b	SCF BARGE LINE LLC	1195787
SCF26173b	SCF BARGE LINE LLC	1195788
SCF26174b	SCF BARGE LINE LLC	1195789
SCF26175b	SCF BARGE LINE LLC	1195790
SCF26176b	SCF BARGE LINE LLC	1195791
SCF26177b	SCF BARGE LINE LLC	1195792
SCF26140b	SCF BARGE LINE LLC	1195818
SCF26141b	SCF BARGE LINE LLC	1195819
SCF26142b	SCF BARGE LINE LLC	1195820
SCF26143b	SCF BARGE LINE LLC	1195821
SCF26144b	SCF BARGE LINE LLC	1195822
SCF26145b	SCF BARGE LINE LLC	1195823
SCF26146b	SCF BARGE LINE LLC	1195824
SCF26147b	SCF BARGE LINE LLC	1195825



SCF26148b	SCF BARGE LINE LLC	1195826
SCF26149b	SCF BARGE LINE LLC	1195827
SCF26136b	SCF BARGE LINE LLC	1195828
SCF26137b	SCF BARGE LINE LLC	1195829
SCF26138b	SCF BARGE LINE LLC	1195830
SCF26139b	SCF BARGE LINE LLC	1195831
SCF26150b	SCF BARGE LINE LLC	1195832
SCF26151b	SCF BARGE LINE LLC	1195833
SCF26152b	SCF BARGE LINE LLC	1195834
SCF26153b	SCF BARGE LINE LLC	1195835
SCF27100b	SCF BARGE LINE LLC	1206646
SCF27101b	SCF BARGE LINE LLC	1206647
SCF27102b	SCF BARGE LINE LLC	1206648
SCF27103b	SCF BARGE LINE LLC	1206649
SCF27104b	SCF BARGE LINE LLC	1206650
SCF27105b	SCF BARGE LINE LLC	1206651
SCF27106b	SCF BARGE LINE LLC	1206652
SCF27107b	SCF BARGE LINE LLC	1206653
SCF27108b	SCF BARGE LINE LLC	1206654
SCF27109b	SCF BARGE LINE LLC	1206655
SCF27110b	SCF BARGE LINE LLC	1206656
SCF27111b	SCF BARGE LINE LLC	1206657
SCF27112b	SCF BARGE LINE LLC	1206658
SCF28100b	SCF BARGE LINE LLC	1209620
SCF28101b	SCF BARGE LINE LLC	1209621
SCF28102b	SCF BARGE LINE LLC	1209622
SCF28103b	SCF BARGE LINE LLC	1209623
SCF28104b	SCF BARGE LINE LLC	1209625
SCF28105b	SCF BARGE LINE LLC	1209641
SCF28106b	SCF BARGE LINE LLC	1210119
SCF28107b	SCF BARGE LINE LLC	1210120
SCF28108b	SCF BARGE LINE LLC	1210121
SCF28000	SCF BARGE LINE LLC	1210122
SCF28001	SCF BARGE LINE LLC	1210123
SCF28002	SCF BARGE LINE LLC	1210124
SCF28003	SCF BARGE LINE LLC	1210394
SCF1001b	SCF BARGE LINE LLC	1224947
SCF1002b	SCF BARGE LINE LLC	1224948
SCF1003b	SCF BARGE LINE LLC	1224949
SCF1004b	SCF BARGE LINE LLC	1224950
SCF1005b	SCF BARGE LINE LLC	1224951
SCF1006b	SCF BARGE LINE LLC	1224952
SCF1007b	SCF BARGE LINE LLC	1224953
SCF1008b	SCF BARGE LINE LLC	1224954
SCF1009b	SCF BARGE LINE LLC	1224955
SCF1010b	SCF BARGE LINE LLC	1224956
SCF1011b	SCF BARGE LINE LLC	1224957