Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 ________________________________________
FORM 10-Q/A
Amendment No. 1
________________________________________ 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013              or             
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-12289
SEACOR Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
________________________________________ 
Delaware
 
13-3542736
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
 
2200 Eller Drive, P.O. Box 13038,
 
 
Fort Lauderdale, Florida
 
33316
(Address of Principal Executive Offices)
 
(Zip Code)
954-523-2200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
________________________________________ 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  x
 
Accelerated filer  ¨
 
Non-accelerated filer  ¨
(Do not check if a smaller
reporting company)
 
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  ý
The total number of shares of common stock, par value $.01 per share, outstanding as of October 25, 2013 was 20,331,865. The Registrant has no other class of common stock outstanding.


Table of Contents

EXPLANATORY NOTE

SEACOR Holdings Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2013 ("Amendment No. 1"), originally filed with the Securities and Exchange Commission ("SEC") on October 28, 2013 (the "Original Filing"), to restate its unaudited condensed consolidated financial statements included in the Original Filing and reflect related matters involving the Company's disclosure controls and procedures and internal control over financial reporting.
In late February 2014, in connection with the Company’s year-end accounting review and preparation of its year-end financial statements, an error was discovered in the accounting for taxes related to the spin-off of Era Group, Inc., which occurred on January 31, 2013. The restatement of the Company's unaudited condensed consolidated financial statements in this Amendment No. 1 to the Original Filing is solely related to an error in accounting for taxes, the principal effect of which is an increase in the net loss from discontinued operations for the nine months ended September 30, 2013 of $10.1 million.
For the convenience of the reader, this Amendment No. 1 sets forth the Original Filing in its entirety, as modified and superseded where necessary to reflect the restatement. The following items have been amended as a result of, and to reflect, the restatement:
Part I — Item 1. Financial Statements;
Part I — Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations;
Part I — Item 4. Controls and Procedures;
Part II — Item 1A. Risk Factors; and
Part II — Item 6. Exhibits.
In accordance with applicable SEC rules, this Amendment No. 1 to the Original Filing includes certifications from the Company's principal executive officer and principal financial officer dated as of the date of this filing.
Except as set forth above, the Original Filing has not been amended, updated or otherwise modified, and does not reflect events occurring after October 28, 2013, the date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events.
SEACOR HOLDINGS INC.
Table of Contents
 
Part I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
Item 3.
 
 
 
 
Item 4.
 
 
 
Part II.
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 6.



Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS
SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)
 
September 30,
2013
 
December 31,
2012
 
(As Restated)
 
 
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
332,767

 
$
248,204

Restricted cash
20,893

 
28,285

Marketable securities
25,660

 
21,668

Receivables:
 
 
 
Trade, net of allowance for doubtful accounts of $920 and $1,201 in 2013 and 2012, respectively
211,853

 
224,944

Other
39,774

 
45,334

Inventories
25,442

 
25,787

Deferred income taxes
3,530

 
3,530

Prepaid expenses and other
10,746

 
12,719

Discontinued operations

 
108,153

Total current assets
670,665

 
718,624

Property and Equipment:
 
 
 
Historical cost
2,208,315

 
2,238,383

Accumulated depreciation
(835,604
)
 
(763,803
)
 
1,372,711

 
1,474,580

Construction in progress
129,481

 
110,296

Net property and equipment
1,502,192

 
1,584,876

Investments, at Equity, and Advances to 50% or Less Owned Companies
365,891

 
272,535

Construction Reserve Funds & Title XI Reserve Funds
229,021

 
195,629

Goodwill
17,978

 
17,978

Intangible Assets, Net
13,583

 
15,305

Other Assets
52,394

 
55,123

Discontinued Operations

 
840,724

 
$
2,851,724

 
$
3,700,794

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Current portion of long-term debt
$
26,973

 
$
21,920

Current portion of capital lease obligations
11

 
2,900

Accounts payable and accrued expenses
73,063

 
107,892

Other current liabilities
124,777

 
93,093

Discontinued operations

 
39,836

Total current liabilities
224,824

 
265,641

Long-Term Debt
675,206

 
655,309

Capital Lease Obligations
22

 
59

Deferred Income Taxes
437,436

 
426,027

Deferred Gains and Other Liabilities
133,503

 
120,342

Discontinued Operations

 
490,741

Total liabilities
1,470,991

 
1,958,119

Equity:
 
 
 
SEACOR Holdings Inc. stockholders’ equity:
 
 
 
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued nor outstanding

 

Common stock, $.01 par value, 60,000,000 shares authorized; 37,168,978 and 36,740,324 shares issued in 2013 and 2012, respectively
372

 
367

Additional paid-in capital
1,358,273

 
1,330,324

Retained earnings
1,086,874

 
1,473,509

Shares held in treasury of 16,837,113 and 16,852,391 in 2013 and 2012, respectively, at cost
(1,088,219
)
 
(1,088,560
)
Accumulated other comprehensive loss, net of tax
(1,809
)
 
(1,986
)
 
1,355,491

 
1,713,654

Noncontrolling interests in subsidiaries
25,242

 
29,021

Total equity
1,380,733

 
1,742,675

 
$
2,851,724

 
$
3,700,794

The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

1

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data, unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
(As Restated)
 
 
Operating Revenues
$
336,784

 
$
338,855

 
$
919,411

 
$
945,929

Costs and Expenses:
 
 
 
 
 
 
 
Operating
239,540

 
254,005

 
680,566

 
706,969

Administrative and general
31,463

 
39,509

 
101,826

 
110,801

Depreciation and amortization
33,503

 
34,347

 
100,834

 
97,269

 
304,506

 
327,861

 
883,226

 
915,039

Gains on Asset Dispositions and Impairments, Net
19,230

 
9,064

 
33,550

 
16,183

Operating Income
51,508

 
20,058

 
69,735

 
47,073

Other Income (Expense):
 
 
 
 
 
 
 
Interest income
4,280

 
3,890

 
10,665

 
13,925

Interest expense
(10,520
)
 
(10,076
)
 
(31,282
)
 
(30,075
)
Debt extinguishment losses, net

 

 

 
(160
)
Marketable security gains (losses), net
(1,149
)
 
(1,730
)
 
9,403

 
13,224

Derivative losses, net
(303
)
 
(2,030
)
 
(3,235
)
 
(2,434
)
Foreign currency gains (losses), net
2,230

 
1,028

 
(2,697
)
 
1,665

Other, net
477

 
7,098

 
675

 
7,457

 
(4,985
)
 
(1,820
)
 
(16,471
)
 
3,602

Income from Continuing Operations Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies
46,523

 
18,238

 
53,264

 
50,675

Income Tax Expense
15,984

 
7,702

 
21,306

 
20,412

Income from Continuing Operations Before Equity in Earnings (Losses) of 50% or Less Owned Companies
30,539

 
10,536

 
31,958

 
30,263

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
230

 
(1,297
)
 
7,071

 
6,659

Income from Continuing Operations
30,769

 
9,239

 
39,029

 
36,922

Income (Loss) from Discontinued Operations, Net of Tax

 
6,265

 
(10,325
)
 
26,254

Net Income
30,769

 
15,504

 
28,704

 
63,176

Net Income (Loss) attributable to Noncontrolling Interests in Subsidiaries
478

 
(598
)
 
130

 
(663
)
Net Income attributable to SEACOR Holdings Inc.
$
30,291

 
$
16,102

 
$
28,574

 
$
63,839

 
 
 
 
 
 
 
 
Net Income (Loss) attributable to SEACOR Holdings Inc.:
 
 
 
 
 
 
Continuing operations
$
30,291

 
$
9,837

 
$
38,799

 
$
37,585

Discontinued operations

 
6,265

 
(10,225
)
 
26,254

 
$
30,291

 
$
16,102

 
$
28,574

 
$
63,839

 
 
 
 
 
 
 
 
Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
 
 
 
 
 
 
Continuing operations
$
1.52

 
$
0.48

 
$
1.96

 
$
1.83

Discontinued operations

 
0.31

 
(0.52
)
 
1.28

 
$
1.52

 
$
0.79

 
$
1.44

 
$
3.11

 
 
 
 
 
 
 
 
Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
 
 
 
 
 
 
Continuing operations
$
1.36

 
$
0.47

 
$
1.92

 
$
1.80

Discontinued operations

 
0.31

 
(0.51
)
 
1.26

 
$
1.36

 
$
0.78

 
$
1.41

 
$
3.06

 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
19,964,695

 
20,432,997

 
19,843,778

 
20,512,118

Diluted
24,601,584

 
20,740,456

 
20,198,449

 
20,838,468

The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

2

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
(As Restated)
 
 
Net Income
 
$
30,769

 
$
15,504

 
$
28,704

 
$
63,176

Other Comprehensive Income (Loss):
 
 
 
 
 
 
 
 
Foreign currency translation gains (losses)
 
4,050

 
2,123

 
(488
)
 
3,908

Reclassification of foreign currency translation losses to foreign currency gains (losses), net
 

 

 

 
758

Derivative gains (losses) on cash flow hedges
 
192

 
(619
)
 
572

 
(1,290
)
Reclassification of derivative losses on cash flow hedges to interest expense
 

 
655

 

 
1,951

Reclassification of derivative (gains) losses on cash flow hedges to equity in earnings (losses) of 50% or less owned companies
 
(65
)
 
167

 
253

 
386

Reclassification of derivative losses on cash flow hedges to derivative losses, net upon dedesignation
 

 
1,330

 

 
1,330

Other
 

 

 

 
42

 
 
4,177

 
3,656

 
337

 
7,085

Income tax expense
 
(1,311
)
 
(1,200
)
 
(125
)
 
(2,345
)
 
 
2,866

 
2,456

 
212

 
4,740

Comprehensive Income
 
33,635

 
17,960

 
28,916

 
67,916

Comprehensive Income (Loss) attributable to Noncontrolling Interests in Subsidiaries
 
910

 
(369
)
 
110

 
(277
)
Comprehensive Income attributable to SEACOR Holdings Inc.
 
$
32,725

 
$
18,329

 
$
28,806

 
$
68,193















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

3

Table of Contents

and should be read in conjunction herewith.

4

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands, unaudited)
 
 
SEACOR Holdings Inc. Stockholders’ Equity
 
Non-
Controlling
Interests In
Subsidiaries
 
Total
Equity
 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Shares
Held In
Treasury
 
Accumulated
Other
Comprehensive
Loss
 
 
 
 
 
 
 
(As Restated)
 
 
 
 
 
 
 
(As Restated)
December 31, 2012
 
$
367

 
$
1,330,324

 
$
1,473,509

 
$
(1,088,560
)
 
$
(1,986
)
 
$
29,021

 
$
1,742,675

Issuance of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Stock Purchase Plan
 

 

 

 
1,770

 

 

 
1,770

Exercise of stock options
 
3

 
15,446

 

 

 

 

 
15,449

Director stock awards
 

 
168

 

 

 

 

 
168

Restricted stock and restricted stock units
 
2

 
(24
)
 

 
135

 

 

 
113

Distribution of Era Group stock to shareholders
 

 

 
(415,209
)
 

 
(55
)
 
(107
)
 
(415,371
)
Share award settlements for Era Group employees and directors
 

 
(631
)
 

 

 

 

 
(631
)
Amortization of share awards
 

 
11,426

 

 

 

 

 
11,426

Cancellation of restricted stock
 

 
1,564

 

 
(1,564
)
 

 

 

Issuance of noncontrolling interests
 

 

 

 

 

 
40

 
40

Distributions to noncontrolling interests
 

 

 

 

 

 
(3,822
)
 
(3,822
)
Net income
 

 

 
28,574

 

 

 
130

 
28,704

Other comprehensive income (loss)
 

 

 

 

 
232

 
(20
)
 
212

Nine months ended September 30, 2013
 
$
372

 
$
1,358,273

 
$
1,086,874

 
$
(1,088,219
)
 
$
(1,809
)
 
$
25,242

 
$
1,380,733

































5

Table of Contents

The accompanying notes are an integral part of these consolidated financial statements
and should be read in conjunction herewith.

6

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 
Nine Months Ended September 30,
 
2013
 
2012
Net Cash Provided by Operating Activities of Continuing Operations
$
134,698

 
$
98,633

Cash Flows from Investing Activities of Continuing Operations:
 
 
 
Purchases of property and equipment
(146,483
)
 
(165,044
)
Proceeds from disposition of property and equipment
205,735

 
14,715

Investments in and advances to 50% or less owned companies
(91,492
)
 
(34,507
)
Return of investments and advances from 50% or less owned companies
10,642

 
77,981

Net advances on revolving credit line to 50% or less owned companies

 
(300
)
(Advances) principal payments on third party notes receivable, net
(63
)
 
17,751

Net (increase) decrease in restricted cash
7,392

 
(170,501
)
Net (increase) decrease in construction reserve funds and Title XI reserve funds
(33,392
)
 
80,042

Payments received on third party leases, net
2,667

 
2,586

Business acquisitions, net of cash acquired
(10,540
)
 
(148,088
)
Net cash used in investing activities of continuing operations
(55,534
)
 
(325,365
)
Cash Flows from Financing Activities of Continuing Operations:
 
 
 
Payments on long-term debt and capital lease obligations
(13,129
)
 
(67,178
)
Net borrowings (repayments) under inventory financing arrangements
4,183

 
(13,368
)
Proceeds from issuance of long-term debt
10

 
115,134

Common stock acquired for treasury

 
(28,726
)
Share award settlements for Era Group employees and directors
(357
)
 

Proceeds and tax benefits from share award plans
17,195

 
8,400

Distributions paid to noncontrolling interests, net of issuances
(3,782
)
 
(1,895
)
Net cash provided by financing activities of continuing operations
4,120

 
12,367

Effects of Exchange Rate Changes on Cash and Cash Equivalents
(643
)
 
1,944

Net Increase (Decrease) in Cash and Cash Equivalents from Continuing Operations
82,641

 
(212,421
)
Cash Flows from Discontinued Operations:
 
 
 
Operating Activities
24,298

 
99,629

Investing Activities
(8,502
)
 
(7,219
)
Financing Activities
(14,017
)
 
(64,090
)
Effects of Exchange Rate Changes on Cash and Cash Equivalents
143

 
687

Net Increase in Cash and Cash Equivalents from Discontinued Operations
1,922

 
29,007

Net Increase (Decrease) in Cash and Cash Equivalents
84,563

 
(183,414
)
Cash and Cash Equivalents, Beginning of Period
248,204

 
381,482

Cash and Cash Equivalents, End of Period
$
332,767

 
$
198,068






The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

7

Table of Contents

SEACOR HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1.
BASIS OF PRESENTATION AND ACCOUNTING POLICY
The condensed consolidated financial information for the three and nine months ended September 30, 2013 and 2012 has been prepared by the Company and has not been audited by its independent registered public accounting firm. The condensed consolidated financial statements include the accounts of SEACOR Holdings Inc. and its consolidated subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the Company’s financial position as of September 30, 2013, its results of operations for the three and nine months ended September 30, 2013 and 2012, its comprehensive income for the three and nine months ended September 30, 2013 and 2012, its changes in equity for the nine months ended September 30, 2013, and its cash flows for the nine months ended September 30, 2013 and 2012. 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, 2012.
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.
Discontinued Operations. On January 31, 2013, the Company completed the spin-off ("Spin-off") of Era Group Inc. (“Era Group”), the company that operated SEACOR's Aviation Services business segment, by means of a dividend to SEACOR's stockholders of all the issued and outstanding common stock of Era Group. Era Group filed a Registration Statement on Form 10 with the Securities and Exchange Commission, describing the Spin-off, that was declared effective on January 14, 2013. Era Group is now an independent company whose common stock is listed on the New York Stock Exchange under the symbol "ERA." Discontinued operations includes the historical financial position, results of operations and cash flows of Era Group as well as the operations previously reported as discontinued in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (see Note 14).
Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met. Deferred revenues, included in other current liabilities, for the nine months ended September 30 were as follows (in thousands): 
 
2013
 
2012
Balance at beginning of period
$
6,592

 
$
9,845

Revenues deferred during the period

 
2,827

Revenues recognized during the period

 
(7,007
)
Balance at end of period
$
6,592

 
$
5,665

As of September 30, 2013, deferred revenues of $6.6 million were related to the time charter of several offshore support vessels scheduled to be paid through the conveyance of an overriding royalty interest (the "Conveyance") in developmental oil and gas producing properties operated by a customer in the U.S. Gulf of Mexico. Payments under the Conveyance, and the timing of such payments, are contingent upon production and energy sale prices. On August 17, 2012, the customer filed a voluntary petition for Chapter 11 bankruptcy. The Company is vigorously defending its interest in connection with the bankruptcy filing; however, payments received under the Conveyance subsequent to August 17, 2012 are subject to bankruptcy court approval. The Company will continue to recognize revenues as cash is received and approved by the bankruptcy court or earlier should future collection become reasonably assured. All costs and expenses related to these charters were recognized as incurred.

8

Table of Contents

Accumulated Other Comprehensive Income (Loss). The components of accumulated other comprehensive income (loss) were as follows:
 
 
SEACOR Holdings Inc. Stockholders' Equity
 
Noncontrolling
Interests
 
 
 
 
Foreign
Currency
Translation
Adjustments
 
Derivative
Losses on
Cash Flow
Hedges, net
 
Other
 
Total
 
Foreign
Currency
Translation
Adjustments
 
Other
 
Other
Comprehensive
Income (Loss)
December 31, 2012
 
$
(1,238
)
 
$
(732
)
 
$
(16
)
 
$
(1,986
)
 
$
321

 
$
(10
)
 
 
Distribution of Era Group stock to shareholders
 
(55
)
 

 

 
(55
)
 

 

 
 
Other comprehensive income (loss)
 
(468
)
 
825

 

 
357

 
(20
)
 

 
$
337

Income tax (expense) benefit
 
164

 
(289
)
 

 
(125
)
 

 

 
(125
)
Nine months ended September 30, 2013
 
$
(1,597
)
 
$
(196
)
 
$
(16
)
 
$
(1,809
)
 
$
301

 
$
(10
)
 
$
212

Reclassifications. Certain reclassifications of prior period information have been made to conform to the presentation of the current period information. These reclassifications had no effect on net income as previously reported.
Restatement of Interim Financial Results. In late February 2014, in connection with the Company’s year-end accounting review and preparation of its year-end financial statements, an error was discovered in the accounting for taxes related to the Spin-off of Era Group. The restatement of the Company's unaudited condensed consolidated financial statements in this Amendment No. 1 to the Original Filing is solely related to this error in accounting for taxes, the principal effect of which is an increase in the net loss from discontinued operations for the nine months ended September 30, 2013 of $10.1 million (see Note 15).
2.
FAIR VALUE MEASUREMENTS
The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
The Company’s financial assets and liabilities as of September 30, 2013 that are measured at fair value on a recurring basis were as follows (in thousands):
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
Marketable securities(1)
$
25,660

 
$

 
$

Derivative instruments (included in other receivables)
177

 
5,238

 

Construction reserve funds and Title XI reserve funds
229,021

 

 

LIABILITIES
 
 
 
 
 
Short sale of marketable securities (included in other current liabilities)
8,837

 

 

Derivative instruments (included in other current liabilities)
384

 
3,299

 

 ______________________
(1)
Marketable security gains (losses), net include unrealized losses of $1.2 million and unrealized losses of $0.4 million for the three months ended September 30, 2013 and 2012, respectively, related to marketable security positions held by the Company as of September 30, 2013. Marketable security gains (losses), net include unrealized gains of $9.4 million and unrealized losses of $0.4 million for the nine months ended September 30, 2013 and 2012, respectively, related to marketable security positions held by the Company as of September 30, 2013.

9

Table of Contents

The estimated fair values of the Company’s other financial assets and liabilities as of September 30, 2013 were as follows (in thousands): 
 
 
 
Estimated Fair Value
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
 
Cash, cash equivalents and restricted cash
$
353,660

 
$
353,660

 
$

 
$

Investments, at cost, in 50% or less owned companies (included in other
  assets)
9,315

 
see below
 
 
 
 
Notes receivable from other business ventures (included in other
assets)
26,462

 
see below
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Long-term debt, including current portion(1)
702,179

 

 
838,218

 

______________________
(1)
The estimated fair value includes the conversion option on the Company's 2.5% Convertible Notes.
The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company’s long-term debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. It was not practicable to estimate the fair value of the Company’s investments, at cost, in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. It was not practicable to estimate the fair value of the Company’s notes receivable from other business ventures as the overall returns are uncertain due to certain provisions for additional payments contingent upon future events. Considerable judgment was required in developing certain of the estimates of fair value and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
The Company’s non-financial assets and liabilities that were measured at fair value during the nine months ended September 30, 2013 were as follows (in thousands):
 
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
Long-lived assets under construction(1)
 
$
17,494

 
$

 
$

Investment in C-Lift LLC(2)
 

 
13,290

 

Contribution of non-cash consideration to Dorian LPG Ltd. (3)
 

 
14,989

 

______________________
(1)
During the nine months ended September 30, 2013, the Company recognized impairment charges of $3.0 million related to two of Shipping Services' harbor tugs while under construction, which were sold and leased back upon their completion (see Note 5).
(2)
During the nine months ended September 30, 2013, the Company marked its equity investment in C-Lift LLC ("C-Lift") to fair value following its acquisition of a controlling interest (see Note 4). The investment's fair value was determined based on the Company's purchase price of the acquired interest.
(3)
During the nine months ended September 30, 2013, the Company marked to fair value the non-cash consideration contributed to Dorian LPG Ltd. ("Dorian") in exchange for an equity investment (see Note 6). The fair value was determined based on the value of the equity investment the Company received.

10

Table of Contents

3.
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES
Derivative instruments are classified as either assets or liabilities based on their individual fair values. Derivative assets and liabilities are included in other receivables and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets. The fair values of the Company’s derivative instruments as of September 30, 2013 were as follows (in thousands): 
 
Derivative
Asset
 
Derivative
Liability
 
 
 
 
Options on equities and equity indices
$
269

 
$

Forward currency exchange, option and future contracts
197

 
215

Interest rate swap agreements

 
3,071

Commodity swap, option and future contracts:
 
 
 
Exchange traded
71

 
383

Non-exchange traded
4,878

 
14

 
$
5,415

 
$
3,683

Cash Flow Hedges. As of September 30, 2013, the Company had no interest rate swap agreements designated as cash flow hedges. As of September 30, 2013, one of the Company’s Offshore Marine Services 50% or less owned companies had an interest rate swap agreement maturing in 2015 that has been designated as a cash flow hedge. This instrument calls for this company to pay a fixed interest rate of 1.48% on the amortized notional value of $17.1 million and receive a variable interest rate based on LIBOR on the amortized notional value. As of September 30, 2013, one of the Company’s Inland River Services 50% or less owned companies had four interest rate swap agreements with maturities ranging from 2013 through 2015 that have been designated as cash flow hedges. These instruments call for this company to pay fixed rates of interest ranging from 1.53% to 4.16% on the aggregate amortized notional value of $35.4 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. As of September 30, 2013, one of the Company’s Shipping Services 50% or less owned companies had an interest rate swap agreement maturing in 2017 that has been designated as a cash flow hedge. The instrument calls for this company to pay a fixed interest rate of 2.79% on the amortized notional value of $37.8 million and received a variable interest rate based on LIBOR on the amortized notional value. As of September 30, 2013, another of the Company's Shipping Services 50% or less owned companies had five interest rate swap agreements with maturities ranging from 2018 to 2020 that have been designated as cash flow hedges. These instruments call for this company to pay fixed rates of interest ranging from 2.96% to 5.40% on the aggregate amortized notional value of $131.7 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. By entering into these interest rate swap agreements, the Company's 50% or less owned companies have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.
The Company recognized gains (losses) on derivative instruments designated as cash flow hedges for the nine months ended September 30 as follows (in thousands): 
 
2013
 
2012
Interest rate swap agreements, effective portion in other comprehensive income (loss)
$
572

 
$
(1,290
)
Interest rate swap agreements, ineffective portion in derivative losses, net

 
(56
)
 
$
572

 
$
(1,346
)

11

Table of Contents

Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments in derivative losses, net for the nine months ended September 30 as follows (in thousands):
 
2013
 
2012
Options on equities and equity indices
$
(4,132
)
 
$
(734
)
Forward currency exchange, option and future contracts
(439
)
 
884

Interest rate swap agreements
253

 
(1,641
)
Commodity swap, option and future contracts:
 
 
 
Exchange traded
368

 
(2,847
)
Non-exchange traded
715

 
1,960

 
$
(3,235
)
 
$
(2,378
)
The Company, from time to time, holds positions in publicly traded equity options that convey the right or obligation to engage in a future transaction on the underlying equity security or index. The Company’s investment in equity options primarily includes positions in energy, marine, transportation and other related businesses. These contracts are typically entered into to mitigate the risk of changes in the market value of marketable security positions that the Company is either about to acquire, has acquired or is about to dispose of.
The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. As of September 30, 2013, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $13.0 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the United States. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months.
The Company has entered into various interest rate swap agreements with maturities ranging from 2013 through 2018 that call for the Company to pay fixed interest rates ranging from 2.25% to 3.05% on an aggregate amortized notional value of $221.5 million (including an amortized notional value of €10.9 million or $14.8 million) and receive a variable interest rate based on LIBOR or Euribor on these notional values. As of September 30, 2013, one of the Company’s Offshore Marine Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2018 that calls for this company to pay a fixed interest rate of 1.30% on the amortized notional value of $105.6 million and receive a variable interest rate based on LIBOR on the amortized notional value. In addition, one of the Company's Shipping Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2020 that calls for this company to pay a fixed interest rate of 4.35% on the amortized notional value of $0.3 million and receive a variable interest rate based on LIBOR on the amortized notional value. The general purpose of these interest rate swap agreements is to provide protection against increases in interest rates, which might lead to higher interest costs for the Company or its 50% or less owned companies.
The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. The Company's ethanol and industrial alcohol manufacturing facility enters into exchange traded positions (primarily corn) to protect its raw material and finished goods inventory balance from market changes. In the Company’s agricultural trading business, fixed price future purchase and sale contracts for sugar are included in the Company’s non-exchange traded derivative positions. The Company enters into exchange traded positions to protect these purchase and sale contracts as well as its inventory balances from market changes. As of September 30, 2013, the net market exposure to corn and sugar under these contracts was not material. The Company also enters into exchange traded positions (primarily natural gas, heating oil, crude oil, gasoline, corn and sugar) to provide value to the Company should there be a sustained decline in the price of commodities that could lead to a reduction in the market values and cash flows of the Company’s Offshore Marine Services, Inland River Services and Shipping Services businesses. As of September 30, 2013, these positions were not material.
4.
BUSINESS ACQUISITIONS
C-Lift Acquisition. On June 6, 2013, the Company acquired a 100% controlling interest in C-Lift through the acquisition of its partner's 50% interest for $12.7 million in cash subject to certain working capital adjustments (see Note 6). C-Lift owns and operates two liftboats in the U.S. Gulf of Mexico. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

12

Table of Contents

Pantagro Acquisition. On June 25, 2012, the Company acquired a 95% controlling interest in Pantagro-Pantanal Produtos Agropecuarious Ltda. ("Pantagro") for $0.4 million ($0.2 million in cash and $0.2 million in a note payable). Pantagro is an Argentine agricultural trading company focusing primarily on salt. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis was finalized in March 2013.
Superior Lift Boats Acquisition. On March 30, 2012, the Company acquired 18 lift boats, real property and working capital from Superior Energy Inc. (“Superior”) for $142.5 million. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The fair value analysis was finalized in March 2013.
Purchase Price Allocation. The following table summarizes the allocation of the purchase price for the Company’s business acquisitions during the nine months ended September 30, 2013 (in thousands):
Trade and other receivables
$
3,250

Other current assets
32

Investments, at Equity, and Advances to 50% or Less Owned Companies
(13,290
)
Property and Equipment
43,521

Intangible Assets
1,599

Accounts payable
(264
)
Other current liabilities
(1,640
)
Long-Term Debt
(22,668
)
Purchase price(1)
$
10,540

______________________
(1)
Purchase price is net of cash acquired of $2.2 million.
5.
EQUIPMENT ACQUISITIONS, DISPOSITIONS AND DEPRECIATION AND IMPAIRMENT POLICIES
During the nine months ended September 30, 2013, capital expenditures were $146.5 million. Equipment deliveries during the period included two specialty offshore support vessels, two liftboats, three wind farm utility vessels, two inland river liquid tank barges and four U.S.-flag harbor tugs.
During the nine months ended September 30, 2013, the Company sold four crew boats, one mini-supply vessel, one supply vessel, three specialty offshore support vessels, five liftboats, 16 inland river dry cargo barges, eight inland river liquid tank barges, eight U.S.-flag harbor tugs and other property and equipment for net proceeds of $214.7 million ($205.7 million in cash, $0.2 million in vendor credits and $8.8 million in seller financing) and gains of $49.0 million, of which $34.4 million were recognized currently and $14.6 million were deferred. In addition, the Company recognized previously deferred gains of $2.1 million. Two of the specialty offshore support vessels and the supply vessel were sold to certain of the Company's Offshore Marine Services' 50% or less owned companies for $83.7 million (see Note 6).
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 nine months ended September 30 was as follows (in thousands):
 
2013
 
2012
Balance at beginning of period
$
111,514

 
$
117,192

Deferred gains arising from asset sales
14,609

 
7,280

Amortization of deferred gains included in operating expenses as a reduction to rental expense
(7,707
)
 
(13,573
)
Amortization of deferred gains included in gains on asset dispositions and impairments, net
(2,146
)
 
(7,872
)
Balance at end of period
$
116,270

 
$
103,027


13

Table of Contents

Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.
As of September 30, 2013, the estimated useful life (in years) of each of the Company’s major categories of new equipment was as follows:
Offshore support vessels (excluding wind farm utility)
20
Wind farm utility vessels
10
Inland river dry cargo and deck barges
20
Inland river liquid tank barges
25
Inland river towboats
25
U.S.-flag product tankers
25
RORO(1) vessels
20
Harbor tugs
25
Ocean liquid tank barges
25
Terminal and manufacturing facilities
20
______________________ 
(1)
Roll on/Roll off ("RORO").
The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. If the carrying value of the assets is not recoverable, as determined by the estimated undiscounted cash flows, the carrying value of the assets is reduced to fair value. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the nine months ended September 30, 2013, the Company recognized impairment charges of $3.0 million related to two of Shipping Services' harbor tugs while under construction, which were sold and leased back upon their completion.
6.
INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES
OSV Partners. On August 13, 2013, the Company and Breem Transportation Services LLC formed SEACOR OSV Partners GP LLC and SEACOR OSV Partners I LP (collectively "OSV Partners") to own and operate six offshore support vessels, one of which was acquired during the third quarter. During the nine months ended September 30, 2013, the Company contributed $1.8 million in capital and provided financing of $7.6 million. During the fourth quarter, OSV Partners anticipates closing on a private placement equity offering with third party limited partner members and a bank financing arrangement.
Dorian. On July 25, 2013, the Company contributed $57.0 million to Dorian in exchange for a 25% noncontrolling ownership interest. The contribution included $42.1 million in net cash and other consideration valued at $14.9 million that included certain progress payments made toward the construction of the two liquefied petroleum gas tankers (Very Large Gas Carriers, otherwise known as VLGCs), the construction contracts for the two VLGCs and the options to construct additional VLGCs. In addition to the VLGC construction contracts, Dorian currently operates a fleet of three VLGCs in international trade.
C-Lift. C-Lift was a 50% or less owned company established to construct and operate liftboats. On June 6, 2013, the Company acquired a 100% controlling interest in C-Lift through the acquisition of its partner's 50% interest for $12.7 million in cash subject to certain working capital adjustments (see Note 4). Upon the acquisition, the Company adjusted its investment in C-Lift to fair value resulting in the recognition of a gain of $4.2 million, net of tax, which is included in equity in earnings (losses) of 50% or less owned companies in the accompanying condensed consolidated statements of income.
Sea-Cat Crewzer II. On January 23, 2013, the Company and another offshore support vessel operator formed Sea-Cat Crewzer II LLC (“Sea-Cat Crewzer II”) to own and operate two high speed offshore catamaran crew boats. The Company and its partner each contributed capital of $23.0 million in cash. Sea-Cat Crewzer II then purchased two high speed offshore catamaran crew boats from the Company for $47.3 million ($44.5 million in cash and $2.8 million in seller financing).

14

Table of Contents

MexMar. During the nine months ended September 30, 2013, the Company made an additional cash investment of $5.9 million in Mantenimiento Express Maritimo, S.A.P.I. de C.V. ("MexMar"), an Offshore Marine Services 50% or less owned company. During the nine months ended September 30, 2013, MexMar purchased one offshore support vessel from the Company for $36.4 million ($30.4 million in cash and $6.0 million in seller financing). During the nine months ended September 30, 2013, MexMar repaid the $6.0 million of seller financing and the Company provided an additional $1.7 million advance for the purchase of another offshore support vessel from a third party, which was repaid.
SCFCo Holdings. SCFCo Holdings LLC (“SCFCo”) was established to operate towboats and dry cargo barges on the Parana-Paraguay Rivers and a terminal facility at Port Ibicuy, Argentina. During the nine months ended September 30, 2013, the Company contributed additional capital of $4.0 million to fund SCFCo’s operations, provided net temporary working capital advances of $2.3 million and received working capital repayments of $1.8 million. As of September 30, 2013, the Company had outstanding loans to SCFCo Holdings of $3.4 million.
Bunge-SCF Grain. Bunge-SCF Grain LLC (“Bunge-SCF Grain”) was established to construct and operate a terminal grain elevator in Fairmont City, Illinois. During the nine months ended September 30, 2013, the Company and its partner each made a working capital advance of $2.5 million to Bunge-SCF Grain and received $0.5 million of repayments on working capital advances. As of September 30, 2013, the total outstanding balance of working capital advances was $7.0 million.
Witt O'Brien's. During the nine months ended September 30, 2013, the Company received dividends of $1.5 million from Witt O'Brien's LLC.
Other. During the nine months ended September 30, 2013, the Company made a $0.5 million capital contribution to one of its industrial aviation businesses in Asia. During the nine months ended September 30, 2013, the Company received a $1.0 million repayment on advances made to one of its industrial aviation businesses in Asia and dividends of $6.5 million from certain Offshore Marine Services 50% or less owned companies.
Guarantees. The Company has guaranteed the payment of amounts owed by one of its 50% or less owned companies under a vessel charter and has guaranteed amounts owed under banking facilities by certain of its 50% or less owned companies. As of September 30, 2013, the total amount guaranteed by the Company under these arrangements was $15.3 million. In addition, as of September 30, 2013, the Company had uncalled capital commitments to two of its 50% or less owned companies for a total of $2.4 million.
7.
COMMITMENTS AND CONTINGENCIES
As of September 30, 2013, the Company’s unfunded capital commitments were $366.5 million and included: 15 offshore support vessels for $100.6 million; two inland river liquid tank barges for $1.7 million; five inland river towboats for $6.3 million; two U.S.-flag product tankers for $250.5 million and other equipment and improvements for $7.4 million. Of these commitments, $25.0 million is payable during the remainder of 2013, $300.5 million is payable during 2014-2015 and $41.0 million is payable during 2016-2017. Subsequent to September 30, 2013, the Company committed to purchase two offshore support vessels and one inland river towboat for a total of $39.2 million.
On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana, Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-CV-01986 (E.D. La.) (the “Robin Case”), in which they asserted that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, the Deepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of the Deepwater Horizon and subsequent oil spill. The action was part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179 (“MDL”). The complaint sought compensatory, punitive, exemplary, and other damages. In response to this lawsuit, the Company filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire. On June 8, 2011, the Company moved to dismiss these claims (with the exception of one claim filed by a Company employee) on various legal grounds. On October 12, 2011, the Court granted the Company's motion to dismiss in its entirety, dismissing with prejudice all claims that had been filed against the Company in the limitation actions (with the exception of one claim filed by a Company employee that was not subject to the motion to dismiss). The Court entered final judgments in favor of the Company in the Robin Case and each of the limitation actions on November 21, 2011. On December 12, 2011, the claimants appealed each of those judgments to the U.S. Court of Appeals for the Fifth Circuit ("Fifth Circuit"). The claimants' opening brief was submitted on May 7, 2012, and the claimants filed a reply brief on June 1, 2012. Oral argument was not requested by the Fifth Circuit. On December 13, 2012, the Fifth Circuit affirmed the judgment of the district court. The claimants have not petitioned the United States Supreme Court for a writ of certiorari and their deadline to do so has expired.

15

Table of Contents

With respect to the one claim filed by a Company employee, that individual also commenced a separate action in the MDL entitled DuWayne Mason v. Seacor Marine, LLC, No. 2:11-CV-00826 (E.D. La.), in which he alleges sustaining personal injuries not only in connection with responding to the explosion and fire, but also in the months thereafter in connection with the clean-up of oil and dispersants while a member of the crew of the M/V Seacor Vanguard. Although the case is subject to the MDL Court's stay of individual proceedings, on July 16, 2012 the employee sought to sever his case from the MDL. On March 5, 2013, the Court denied the motion, and on April 2, 2013, the employee filed a motion asking the Court to reconsider. The Company filed its response opposing the employee's motion on April 30, 2013, and on May 3, 2013, the Court denied the motion.  On May 22, 2013, the employee filed a Notice of Appeal to the Fifth Circuit.  On July 24, 2013, the Company filed a motion to dismiss for lack of appellate jurisdiction. The Fifth Circuit granted the Company's motion to dismiss on August 16, 2013.
On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment and response services by O'Brien's Response Management Inc. ("ORM"), a subsidiary of the Company prior to the ORM Transaction (as defined in the Company's Annual Report on Form 10-K for the year ended December 31, 2012). The action now is part of the overall MDL. The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP's Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experienced injuries similar to those of Mr. Wunstell. The Company believes this lawsuit has no merit and will continue to vigorously defend the action and pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM in connection with the Wunstell Action and claims asserted in the MDL, discussed further below. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position or its results of operations.
On December 15, 2010, ORM and National Response Corporation ("NRC"), subsidiaries of the Company prior to the ORM Transaction and SES Business Transaction (as defined in the Company's Annual Report on Form 10-K for the year ended December 31, 2012), respectively, were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The master complaint naming ORM and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally, and the use of dispersants specifically. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against ORM and NRC in the master complaint have no merit and on February 28, 2011, ORM and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that ORM and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that ORM and NRC advanced and directed ORM and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. A schedule for limited discovery and motion practice was established by the Court and, in accordance with that schedule, ORM and NRC filed for summary judgment re-asserting their derivative immunity and implied preemption arguments on May 18, 2012. Those motions were argued on July 13, 2012 and are still pending decision. In addition to the indemnity provided to ORM, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM and NRC in connection with these claims in the MDL. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position or its results of operations.
Subsequent to the filing of the referenced master complaint, nine additional individual civil actions have been filed in or removed to the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, ORM and/or NRC as defendants or third-party defendants and are part of the overall MDL. On April 8, 2011, ORM was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-CV-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 15, 2011, ORM and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc. ("BP Exploration"), et al., No. 2:11-CV-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. On April 15, 2011, ORM and NRC were named as defendants in Thomas Edward Black v. BP Exploration, et al., No. 2:11-CV-00867 (E.D. La.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-CV-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against ORM and NRC (and the other defendants). Plaintiffs in this matter

16

Table of Contents

have since been granted leave to amend their complaint to include 410 additional individual plaintiffs. On October 3, 2012, ORM and NRC were served with a Rule 14(c) Third-Party Complaint by Jambon Supplier II, L.L.C. and Jambon Marine Holdings L.L.C. in their Limitation of Liability action, In the Matter of Jambon Supplier II, L.L.C., et al., No. 2:12-CV-00426 (E.D. La.). This Third-Party Complaint alleges that if claimant David Dinwiddie, who served as a clean-up crewmember aboard the M/V JAMBON SUPPLIER II vessel during the clean-up efforts, was injured as a result of his exposure to dispersants and chemicals during the course and scope of his employment, then said injuries were caused by the third-party defendants. On November 25, 2012, ORM was named as a defendant in Victoria Sanchez v. American Pollution Control Corp. et al., No. 2:12-CV-00164 (E.D. La.), a maritime suit filed by an individual who allegedly participated in the clean-up effort and sustained personal injuries during the course of such employment. On December 17, 2012, the Court unsealed a False Claims Act lawsuit naming ORM as a defendant, Dillon v. BP, PLC et al., No. 2:12-CV-00987 (E.D. La.)., which is a suit by an individual seeking damages and penalties arising from alleged false reports and claims made to the federal government with respect to the amount of oil burned and dispersed during the clean-up. The federal government has declined to intervene in this suit. On April 8, 2013, the Company, ORM, and NRC were named as defendants in William and Dianna Fitzgerald v. BP Exploration et al., No. 2:13-CV-00650 (E.D. La.), which is a suit by a husband and wife whose son allegedly participated in the clean-up effort and became ill as a result of his exposure to oil and dispersants. Finally, on April 17, 2013, ORM was named as a defendant in Danos et al. v. BP America Production Co. et al., No. 2:13-CV-03747 (removed to E.D. La.), which is a suit by eight individuals seeking damages for dispersant exposure either as a result of their work during clean-up operations or as a result of their residence in the Gulf. By court order, all nine of these additional individual cases have been stayed until further notice. The Company is unable to estimate the potential exposure, if any, resulting from these matters but believes they are without merit and does not expect that they will have a material effect on its consolidated financial position or its results of operations.
On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named ORM and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean's own Limitation of Liability Act action, which is part of the overall MDL, tendering to ORM and NRC the claims in the referenced master complaint that have already been asserted against ORM and NRC. Transocean, Cameron International Corporation, Halliburton Energy Services, Inc., and M-I L.L.C. also filed cross-claims against ORM and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean's Limitation of Liability Act action and ORM and NRC have asserted counterclaims against those same parties for identical relief. Weatherford U.S., L.P. and Weatherford International, Inc. (collectively "Weatherford") had also filed cross-claims against ORM and NRC, but moved to voluntarily dismiss these cross-claims without prejudice on February 8, 2013. The Court granted Weatherford's motion that same day. As indicated above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position or its results of operations.
On November 16, 2012, 668 individuals who served as beach clean-up workers in Escambia County, Florida during the Deepwater Horizon oil spill response commenced a civil action in the Circuit Court for the First Judicial Circuit of Florida, in and for Escambia County, Abney et al. v. Plant Performance Services, LLC et al., No. 2012-CA-002947, in which they allege, among other things, that ORM and other defendants engaged in the contamination of Florida waters and beaches in violation of Florida Statutes Chapter 376 and injured the plaintiffs by exposing them to dispersants during the course and scope of their employment. The case was removed to the U.S. District Court for the Northern District of Florida on January 13, 2013, Abney et al. v. Plant Performance Services, LLC et la., No. 3:13-CV-00024 (N.D. Fla.), and on January 16, 2013, the United States Judicial Panel on Multidistrict Litigation (“JPML”) issued a Conditional Transfer Order (“CTO”) transferring the case to the MDL, subject to any timely-filed notice of objection from the plaintiffs. Upon receipt of a notice of objection from the plaintiffs, a briefing schedule was set by the JPML, and so a stay of proceedings and suspension of deadlines was sought and obtained by the Court in the U.S. District Court for the Northern District of Florida. Following briefing before the JPML, the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on April 2, 2013. On April 22, 2013, a companion case to this matter was filed in the U.S. District Court for the Northern District of Florida, Abood et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00284 (N.D. Fla.), which alleges identical allegations against the same parties but names an additional 174 plaintiffs, all of whom served as clean-up workers in various Florida counties during the Deepwater Horizon oil spill response.  A CTO was issued by the JPML on May 2, 2013, no objection was filed by the plaintiffs, and the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on May 10, 2013.  By court order, both of these matters have been stayed until further notice. The Company is unable to estimate the potential exposure, if any, resulting from these matters but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position or its results of operations.
Separately, on March 2, 2012, the Court announced that BP Exploration and BP America Production Company ("BP America") (collectively "BP") and the plaintiffs had reached an agreement on the terms of two proposed class action settlements that will resolve, among other things, plaintiffs' economic loss claims and clean-up related claims against BP. The parties filed their proposed settlement agreements on April 18, 2012 along with motions seeking preliminary approval of the settlements. The Court held a hearing on April 25, 2012 to consider those motions and preliminarily approved both settlements on May 2, 2012.

17

Table of Contents

A final fairness hearing took place on November 8, 2012. The Court granted final approval to the Economic and Property Damages Class Action Settlement on December 21, 2012, and granted final approval to the Medical Benefits Class Action Settlement on January 11, 2013. Both class action settlements are currently on appeal to the Fifth Circuit. Although neither the Company, ORM, or NRC are parties to the settlement agreements, the Company, ORM, and NRC are listed as released parties on the releases accompanying both settlement agreements. As the releases for both settlements have been deemed valid and enforceable by the district court, if the Fifth Circuit affirms these decisions, class members who did not file timely requests for exclusion will be barred from pursuing economic loss, property damage, personal injury, medical monitoring, and/or other released claims against the Company, ORM, and NRC. At this time, the Company expects these settlements to reduce ORM's potential exposure, if any, from some of the pending actions described above, and continues to evaluate the settlements' impacts on these cases.
On January 29, 2013, HEPACO, LLC ("HEPACO"), served a demand for arbitration upon ORM, in which HEPACO claims that ORM owes HEPACO an additional fee of $20,291,178.92 under the parties' Management Services Agreement (“MSA”), dated June 1, 2010.  According to HEPACO, the MSA requires ORM to pay HEPACO an additional fee of 30% of total charges paid under the MSA ("Surcharge") to compensate HEPACO for U.S. Longshoremen's and Harbor Workers' insurance or Jones Act insurance and related risks attendant to the work when contract requires labor to be performed over, adjoining and/or in water. ORM denies liability for the Surcharge, intends to vigorously defend against the claim, and has sought indemnity for any resulting judgment and related attorneys fees from BP America and BP Exploration. ORM has advised BP that, pursuant to the Bridge Agreement HOU-WL4-3066 between BP and ORM, effective as of June 1, 2010, under which ORM managed and oversaw, for BP, subcontractors, such as HEPACO, in connection with on-shore services related to the BP Deepwater Horizon oil spill, BP ultimately is responsible for the payment of the Surcharge should HEPACO be determined to be entitled to recover it under the MSA.
ORM is defending against three collective action lawsuits, each asserting failure to pay overtime with respect to individuals who provided service on the Deepwater Horizon oil spill response (the “DPH FLSA Actions”) under the Fair Labor Standards Act (“FLSA”).  These cases - Dennis Prejean v. O'Brien's Response Management Inc. (E.D. La., Case No.: 2:12-cv-01045) (the “Prejean Action”); Baylor Singleton et. al. v. O'Brien's Response Management Inc. et. al. (E.D. La., Case No.: 2:12-cv-01716) (the “Singleton Action”); and Himmerite et al. v. O'Brien's Response Management Inc. et al. (E.D. La., Case No.: 2:12-cv-01533) (the “Himmerite Action”) - were each brought on behalf of certain individuals who worked on the Deepwater Horizon oil spill response and who were classified as independent contractors.  The Prejean, Himmerite and Singleton Actions were each filed in the United States District Court for the Eastern District of Louisiana and then subsequently consolidated with the overall MDL, in which the Himmerite and Singleton Actions were stayed pursuant to procedures of the MDL.  However, all three cases were severed from the MDL on September 19, 2013, and referred to a Magistrate Judge for pretrial case management, including issuing a scheduling order, overseeing discovery, and any other preliminary matters. The Himmerite and Singleton Actions are still pre-answer. In the Prejean Action, ORM has answered the complaint, a scheduling order has been issued, and plaintiffs have, among other things, filed a Motion for Conditional Certification, which is fully briefed and submitted. The pending Motion for Conditional Certification was referred by order dated September 19, 2013 to the Magistrate Judge for his report and recommendation.  The limitations periods for potential plaintiffs to opt-in to the Prejean, Himmerite and Singleton Actions have all been tolled pending further action by the Court.  The Company is unable to estimate the potential exposure, if any, resulting from any of these DWH FLSA Actions, but believes they are without merit and will continue to vigorously defend against them.
In the course of the Company's business, it may agree to indemnify the counterparty to an agreement.  If the indemnified party makes a successful claim for indemnification, the Company would be required to reimburse that party in accordance with the terms of the indemnification agreement.  Indemnification agreements generally are subject to threshold amounts, specified claim periods and other restrictions and limitations.
In connection with the SES Business Transaction and the ORM Transaction, the Company remains contingently liable for certain indemnification obligations, including potential liabilities relating to work performed in connection with the Deepwater Horizon oil spill response. In the case of the SES Business Transaction, such potential liabilities may not exceed the purchase consideration received by the Company for the SES Business Transaction and in the case of the ORM Transaction, are subject to a negotiated cap. The Company currently is indemnified under contractual agreements with BP with respect to such potential liabilities.
In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company's potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company's estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company's consolidated financial position or its results of operations.

18

Table of Contents

8.
MULTI-EMPLOYER PENSION PLANS
During the nine months ended September 30, 2013, the Company received notification from the American Maritime Officers Pension Plan (the "AMOPP”) that based on an actuarial valuation performed as of September 30, 2012, if the Company chooses to withdraw from the AMOPP, its withdrawal liability will be $45.6 million. That liability may change in future years based on various factors, primarily employee census. As of September 30, 2013, 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.
During the nine months ended September 30, 2013, the Company also received notification from the United Kingdom Merchant Navy Officers Pension Fund ("MNOPF") that the results of a 2012 actuarial valuation indicated that an additional net funding deficit of £120.0 million had developed since the previous actuarial valuation in 2009 and the Company's allocable share of the additional deficit was £1.7 million. During the nine months ended September 30, 2013, the Company received the invoice for the additional funding deficit and recognized additional payroll related operating expenses of $2.7 million. Depending upon the results of the future actuarial valuations, it is possible that the MNOPF will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received.
9.
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
On August 9, 2013, the Company voluntarily terminated the SEACOR revolving credit facility.
As of September 30, 2013, the Company had outstanding letters of credit totaling $28.1 million with various expiration dates through 2016.
During the nine months ended September 30, 2013, the Company made scheduled payments on long-term debt and capital lease obligations of $13.1 million and had net borrowings of $4.2 million under inventory financing arrangements.
SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the nine months ended September 30, 2013, the Company did not repurchase any of its 7.375% Senior Notes due 2019.
10.
STOCK REPURCHASES
SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire shares of SEACOR common stock, par value $0.01 per share (“Common Stock”), which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the nine months ended September 30, 2013, the Company did not acquire any shares of Common Stock for treasury. As of September 30, 2013, the remaining authority under the repurchase plan was $100.0 million.
11.
EARNINGS PER COMMON SHARE OF SEACOR
Basic earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury stock and if-converted methods. Dilutive securities for this purpose assumes restricted stock grants have vested, common shares have been issued pursuant to the exercise of outstanding stock options and common shares have been issued pursuant to the conversion of all outstanding convertible notes.

19

Table of Contents

Computations of basic and diluted earnings per common share of SEACOR were as follows (in thousands, except share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Net Income Attributable to SEACOR
 
Average O/S Shares
 
Per Share
 
Net Income Attributable to SEACOR
 
Average O/S Shares
 
Per Share
 
 
 
 
 
 
 
(As Restated)
 
 
 
(As Restated)
2013
 
 
 
 
 
 
 
 
 
 
 
Basic Weighted Average Common Shares Outstanding
$
30,291

 
19,964,695

 
$
1.52

 
$
28,574

 
19,843,778

 
$
1.44

Effect of Dilutive Share Awards:
 
 
 
 
 
 
 
 
 
 
 
Options and Restricted Stock(1)

 
436,364

 
 
 

 
354,671

 
 
Convertible Notes(2)
3,086

 
4,200,525

 
 
 

 

 
 
Diluted Weighted Average Common Shares Outstanding
$
33,377

 
24,601,584

 
$
1.36

 
$
28,574

 
20,198,449

 
$
1.41

 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Net Income Attributable to SEACOR
 
Average O/S Shares
 
Per Share
 
Net Income Attributable to SEACOR
 
Average O/S Shares
 
Per Share
2012
 
 
 
 
 
 
 
 
 
 
 
Basic Weighted Average Common Shares Outstanding
$
16,102

 
20,432,997

 
$
0.79

 
$
63,839

 
20,512,118

 
$
3.11

Effect of Dilutive Share Awards:
 
 
 
 
 
 
 
 
 
 
 
Options and Restricted Stock(1)

 
307,459

 
 
 

 
326,350

 
 
Diluted Weighted Average Common Shares Outstanding
$
16,102

 
20,740,456

 
$
0.78

 
$
63,839

 
20,838,468

 
$
3.06

______________________ 
(1)
For the three months ended September 30, 2013 and 2012, diluted earnings per common share of SEACOR excluded 115,832 and 655,168 of certain share awards, respectively, as the effect of their inclusion in the computation would be anti-dilutive. For the nine months ended September 30, 2013 and 2012, diluted earnings per share of SEACOR excluded 303,313 and 555,768 of certain share awards, respectively, as the effect of their inclusion in the computation would be anti-dilutive.
(2)
For the nine months ended September 30, 2013, diluted earnings per common share of SEACOR excluded 4,200,525 common shares issuable pursuant to the Company's 2.5% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.
12.
SHARE BASED COMPENSATION
Transactions in connection with the Company’s share based compensation plans during the nine months ended September 30, 2013 were as follows:
Director stock awards granted
2,000

Employee Stock Purchase Plan (“ESPP”) shares issued
31,586

Restricted stock awards granted
148,300

Restricted stock awards canceled
18,000

Shares released from Deferred Compensation Plan
1,692

Stock Option Activities:
 
Outstanding as of December 31, 2012
1,281,821

Granted(1)
480,762

Exercised
(278,354
)
Forfeited
(800
)
Expired
(1,576
)
Outstanding as of September 30, 2013
1,481,853

Shares available for future grants and ESPP purchases as of September 30, 2013
558,145

______________________ 

20

Table of Contents

(1)
During the nine months ended September 30, 2013, the Company granted 318,012 stock options to existing option holders under make-whole provisions upon the Spin-off of Era Group.
13.    SEGMENT INFORMATION
Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as 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. Certain reclassifications of prior period information have been made to conform to the current period's reportable segment presentation as a result of the Company's presentation of discontinued operations (see Notes 1 and 14). The Company’s basis of measurement of segment profit or loss is as previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
The following tables summarize the operating results, capital expenditures and assets of the Company's reportable segments.
 
Offshore
Marine
Services
$’000
 
Inland
River
Services
$’000
 
Shipping
Services
$’000
 
Ethanol and
Industrial
Alcohol
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the three months ended
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
156,173

 
51,950

 
48,200

 
52,580

 
27,881

 

 
336,784

Intersegment
25

 
792

 

 

 

 
(817
)
 

 
156,198

 
52,742

 
48,200

 
52,580

 
27,881

 
(817
)
 
336,784

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
95,113

 
38,473

 
28,215

 
52,390

 
26,141

 
(792
)
 
239,540

Administrative and general
14,132

 
3,431

 
5,133

 
428

 
1,429

 
6,910

 
31,463

Depreciation and amortization
16,470

 
6,869

 
7,841

 
1,489

 
92

 
742

 
33,503

 
125,715

 
48,773

 
41,189

 
54,307

 
27,662

 
6,860

 
304,506

Gains on Asset Dispositions
15,343

 
783

 
3,104

 

 

 

 
19,230

Operating Income (Loss)
45,826

 
4,752

 
10,115

 
(1,727
)
 
219

 
(7,677
)
 
51,508

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative gains (losses), net
32

 

 

 
1,129

 
(380
)
 
(1,084
)
 
(303
)
Foreign currency (gains) losses, net
1,937

 
(89
)
 
6

 

 
15

 
361

 
2,230

Other, net

 

 
540

 

 
(3
)
 
(60
)
 
477

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
1,527

 
80

 
(1,413
)
 

 
36

 

 
230

Segment Profit (Loss)
49,322

 
4,743

 
9,248

 
(598
)
 
(113
)
 
 
 
 
Other Income (Expense) not included in Segment Profit (Loss)
 
(7,389
)
Less Equity Earnings (Losses) included in Segment Profit (Loss)
 
(230
)
Income Before Taxes, Equity Earnings and Discontinued Operations
 
46,523


21

Table of Contents


 
Offshore
Marine
Services
$’000
 
Inland
River
Services
$’000
 
Shipping
Services
$’000
 
Ethanol and
Industrial
Alcohol(1)(2)
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the nine months ended
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
418,815

 
148,153

 
142,779

 
146,807

 
62,857

 

 
919,411

Intersegment
77

 
2,023

 

 

 

 
(2,100
)
 

 
418,892

 
150,176

 
142,779

 
146,807

 
62,857

 
(2,100
)
 
919,411

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
282,725

 
110,055

 
84,383

 
145,837

 
59,589

 
(2,023
)
 
680,566

Administrative and general
43,194

 
11,376

 
16,434

 
1,566

 
4,408

 
24,848

 
101,826

Depreciation and amortization
49,217

 
21,031

 
23,545

 
4,467

 
287

 
2,287

 
100,834

 
375,136

 
142,462

 
124,362

 
151,870

 
64,284

 
25,112

 
883,226

Gains on Asset Dispositions
  and Impairments, Net
25,577

 
5,776

 
149

 

 
1,907

 
141

 
33,550

Operating Income (Loss)
69,333

 
13,490

 
18,566

 
(5,063
)
 
480

 
(27,071
)
 
69,735

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative gains (losses), net
357

 

 

 
1,641

 
12

 
(5,245
)
 
(3,235
)
Foreign currency losses, net
(2,160
)
 
(7
)
 
(9
)
 

 
(321
)
 
(200
)
 
(2,697
)
Other, net
11

 

 
742

 

 
51

 
(129
)
 
675

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
10,534

 
(2,306
)
 
(3,321
)
 

 
2,164

 

 
7,071

Segment Profit (Loss)
78,075

 
11,177

 
15,978

 
(3,422
)
 
2,386

 
 
 
 
Other Income (Expense) not included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
(11,214
)
Less Equity Earnings (Losses) included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
(7,071
)
Income Before Taxes, Equity Earnings and Discontinued Operations
 
 
 
 
 
 
 
53,264

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures
85,324

 
22,138

 
36,218

 
656

 
384

 
1,763

 
146,483

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and Equipment:
 
 
 
 
 
 
 
 
 
 
 
 


Historical cost
1,160,334

 
473,349

 
495,877

 
43,812

 
3,992

 
30,951

 
2,208,315

Accumulated depreciation
(457,454
)
 
(140,747
)
 
(216,270
)
 
(10,081
)
 
(600
)
 
(10,452
)
 
(835,604
)
 
702,880

 
332,602

 
279,607

 
33,731

 
3,392

 
20,499

 
1,372,711

Construction in progress
95,552

 
23,814

 
7,323

 
632

 
2,119

 
41

 
129,481

 
798,432

 
356,416

 
286,930

 
34,363

 
5,511

 
20,540

 
1,502,192

Investments, at Equity, and Advances to 50% or Less Owned Companies
99,191

 
57,445

 
123,354

 

 
85,901

 

 
365,891

Inventories
6,187

 
2,277

 
1,794

 
12,856

 
2,328

 

 
25,442

Goodwill
13,367

 
2,759

 
1,852

 

 

 

 
17,978

Intangible Assets