Edgar Filing: SEACOR HOLDINGS INC /NEW/

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SEACOR HOLDINGS INC. Table of Contents

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 September 30, 2007 or
o	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 (State or Other Jurisdiction of Incorporation or Organization)		13-3542736 (IRS Employer Identification No.)
2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida (Address of Principal Executive Offices)		33316 (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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ý Accelerated Filer o Non-Accelerated Filer o

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

The total number of shares of common stock, par value $.01 per share, outstanding as of October 29, 2007 was 23,147,246. The Registrant has no other class of common stock outstanding.

SEACOR HOLDINGS INC.

Table of Contents

Part I.	Financial Information
	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006
		Condensed Consolidated Statements of Income for each of the Three Months and Nine Months Ended September 30, 2007 and 2006
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006
		Notes to the Condensed Consolidated Financial Statements
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	Item 4.	Controls and Procedures
Part II.	Other Information
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6.	Exhibits

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)

			September 30, 2007			December 31, 2006
ASSETS
Current Assets:
	Cash and cash equivalents		$	429,020		$	506,966
	Restricted cash			38,371			41,951
	Available-for-sale securities			18,501			28,547
	Receivables:
		Trade, net of allowance for doubtful accounts of $4,650 and $4,848 in 2007 and 2006, respectively		289,796			264,090
		Other		43,838			48,866
	Inventories			28,186			22,670
	Deferred income taxes			13,206			13,256
	Prepaid expenses and other			13,689			12,023

		Total current assets		874,607			938,369

Investments, at Equity, and Receivables from 50% or Less Owned Companies				120,866			76,218
Property and Equipment				2,470,029			2,213,245
	Less accumulated depreciation			(518,285	)		(443,035	)

	Net property and equipment			1,951,744			1,770,210

Construction Reserve Funds & Title XI Reserve Funds				390,576			348,261
Goodwill				56,271			41,950
Intangible Assets				33,756			38,631
Other Assets, net of allowance for doubtful accounts of $1,638 and $2,055 in 2007 and 2006, respectively				32,610			39,343

			$	3,460,430		$	3,252,982

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Current portion of long-term debt		$	9,429		$	9,218
	Current portion of capital lease obligations			19,140			2,490
	Accounts payable and accrued expenses			97,134			88,868
	Other current liabilities			280,250			194,933

		Total current liabilities		405,953			295,509

Long-Term Debt				933,188			940,891
Capital Lease Obligations				9,000			20,112
Deferred Income Taxes				386,384			358,734
Deferred Gains and Other Liabilities				112,731			73,764
Minority Interest in Subsidiaries				8,803			6,894
Stockholders' Equity:
	Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued or outstanding			—			—
	Common stock, $.01 par value, 60,000,000 shares authorized; 32,128,511 and 31,745,583 shares issued in 2007 and 2006, respectively			321			317
	Additional paid-in capital			902,120			871,914
	Retained earnings			1,130,076			956,376
	Less 8,971,215 and 7,226,784 shares held in treasury in 2007 and 2006, respectively, at cost			(431,550	)		(274,490	)
	Accumulated other comprehensive income:
		Cumulative translation adjustments		1,712			1,009
		Unrealized gain on available-for-sale securities		1,692			1,952

	Total stockholders' equity			1,604,371			1,557,078

			$	3,460,430		$	3,252,982

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

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data, unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,
		2007			2006			2007			2006
Operating Revenues		$	359,923		$	349,361		$	996,140		$	986,262

Costs and Expenses:
	Operating		213,992			196,608			601,468			553,401
	Administrative and general		36,883			30,880			105,220			95,238
	Depreciation and amortization		37,443			40,977			114,373			126,555

			288,318			268,465			821,061			775,194

Gains on Asset Dispositions and Impairments, Net			19,560			12,054			74,257			57,020

Operating Income			91,165			92,950			249,336			268,088

Other Income (Expense):
	Interest income		11,274			10,279			34,954			26,501
	Interest expense		(10,855	)		(13,307	)		(36,231	)		(40,222	)
	Derivative gains, net		5,221			2,813			5,097			3,085
	Foreign currency gains, net		316			650			186			2,026
	Marketable security gains (losses), net		11,960			4,549			(2,158	)		(2,377	)
	Other, net		(716	)		117			(120	)		740

			17,200			5,101			1,728			(10,247	)

Income Before Income Tax Expense, Minority Interest in Income of Subsidiaries and Equity In Earnings of 50% or Less Owned Companies			108,365			98,051			251,064			257,841
Income Tax Expense			40,339			37,037			89,387			96,171

Income Before Minority Interest in Income of Subsidiaries and Equity in Earnings of 50% or Less Owned Companies			68,026			61,014			161,677			161,670
Minority Interest in Income of Subsidiaries			(927	)		(451	)		(1,409	)		(638	)
Equity in Earnings of 50% or Less Owned Companies			3,183			2,607			13,432			15,007

Net Income		$	70,282		$	63,170		$	173,700		$	176,039

Basic Earnings Per Common Share		$	3.02		$	2.57		$	7.29		$	7.11
Diluted Earnings Per Common Share		$	2.66		$	2.28		$	6.44		$	6.32
Weighted Average Common Shares Outstanding:
	Basic		23,233,961			24,575,065			23,820,547			24,742,553
	Diluted		26,905,106			28,281,842			27,524,562			28,448,157

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

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

			Nine Months Ended September 30,
			2007			2006
Net Cash Provided by Operating Activities			$	262,134		$	235,904

Cash Flows from Investing Activities:
	Purchases of property and equipment			(426,705	)		(237,706	)
	Proceeds from disposition of property, equipment and held for sale assets			305,224			168,642
	Purchases of securities			(58,454	)		(38,949	)
	Proceeds from sale of securities			78,306			62,509
	Investments in and advances to 50% or less owned companies			(28,883	)		(11,403	)
	Return of investments and advances from 50% or less owned companies			12,820			5,767
	Proceeds on sale of investments in 50% or less owned companies			9,375			15,600
	Principal payments on third party notes receivable, net			918			873
	Net (increase) decrease in restricted cash			3,580			(6,700	)
	Net increase in construction reserve funds and title XI reserve funds			(42,315	)		(126,177	)
	Net decrease in escrow deposits on like kind exchanges			6,129			—
	Cash settlements on derivative transactions, net			3,435			5,128
	Repayments of (investments in) sales type leases, net			5,574			(5,183	)
	Business acquisitions, net of cash acquired			(39,327	)		(34	)

		Net cash used in investing activities		(170,323	)		(167,633	)

Cash Flows from Financing Activities:
	Payments on long-term debt and capital lease obligations			(17,142	)		(28,019	)
	Proceeds from issuance of long term debt, net of offering costs			(231	)		16,499
	Common stock acquired for treasury			(158,331	)		(58,142	)
	Proceeds and tax benefits from share award plans			5,418			10,438
	Dividends paid to minority interest holders, net			(338	)		(317	)

		Net cash used in financing activities		(170,624	)		(59,541	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents				867			1,320

Net Increase (Decrease) in Cash and Cash Equivalents				(77,946	)		10,050
Cash and Cash Equivalents, Beginning of Period				506,966			484,422

Cash and Cash Equivalents, End of Period			$	429,020		$	494,472

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

SEACOR HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

The condensed consolidated financial information for each of the three and nine months ended September 30, 2007 and 2006 has been prepared by the Company and has not been audited by its independent registered public accounting firm. The condensed consolidated financial statements include the accounts of SEACOR Holdings Inc. and its consolidated subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to present fairly the Company's financial position as of September 30, 2007, its results of operations for each of the three and nine months ended September 30, 2007 and 2006 and its cash flows for the nine months ended September 30, 2007 and 2006. 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 of America 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, 2006. Certain reclassifications of prior period information have been made to conform to the presentation of the current period.

Unless the context otherwise indicates, any references in this Quarterly Report on Form 10-Q to the "Company" refer to SEACOR Holdings Inc. and its consolidated subsidiaries and any references in this Quarterly Report on Form 10-Q to "SEACOR" refer to SEACOR Holdings Inc.

2. Business Acquisitions

SRI Acquisition. On September 7, 2007, the Company acquired all of the issued and outstanding shares of Solid Resources, Inc. and Solid Resources, LLC (collectively referred to as "SRI"), providers of environmental services in the southeastern United States, for $10.5 million. The final purchase price is subject to working capital adjustments as defined in the acquisition agreement. The selling stockholder of SRI has the opportunity to receive additional consideration of up to $39.5 million based upon certain performance standards over the period from the date of acquisition through September 30, 2011. The Company has performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their estimated fair values, with the excess of purchase price over fair value recorded as goodwill in the amount of $8.0 million. Further changes to the preliminary fair value analysis may be made as the valuation of assets and liabilities are finalized and additional information becomes available, primarily related to the fair value of acquired identifiable intangible assets and income tax obligations.

Link Acquisition. On September 7, 2007, the Company also acquired all of the issued and outstanding shares of Link Associates International Global Limited ("Link"), a provider of environmental services in the United Kingdom, for £2.2 million ($4.5 million). Consideration paid includes the settlement of Link's outstanding debt obligations at the time of acquisition. The selling stockholder of Link has the opportunity to receive additional consideration of up to £2.8 million based upon certain performance standards over the period from the date of acquisition through May 31, 2010. The Company has performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their estimated fair values, with the excess of purchase price over fair value recorded as goodwill in the amount of £1.4 million ($2.9 million). Further changes to the preliminary fair value analysis may be made as the valuation of assets and liabilities are finalized and additional information becomes available, primarily related to the fair value of acquired identifiable intangible assets and income tax obligations.

Waxler Acquisition. On March 13, 2007, the Company acquired all of the assets and certain liabilities of Waxler Transportation Company, Inc. and Waxler Towing Company, Incorporated (collectively referred to as "Waxler"), as well as certain assets from Waxler affiliates. The acquisition consideration was $32.0 million, including 202,972 shares of SEACOR common stock, par value $0.01 per share ("Common Stock") valued at $19.1 million based upon the closing price of Common Stock on March 13, 2007 of $94.15 per share plus additional cash consideration of $12.9 million. Acquired assets included 14 tank barges and eight towboats. In addition, the Company assumed leases on two other tank barges. The Company has performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their estimated fair values, resulting in no goodwill being recorded. Further changes to the preliminary fair value analysis may be made as the valuation of assets and liabilities are finalized and additional information becomes available, primarily related to the fair value of acquired equipment, identifiable intangible assets and income tax obligations.

Vensea Acquisition. On January 31, 2007, the Company acquired its partner's 50% interest in VENSEA Marine, SRL ("Vensea"), an owner of one offshore marine vessel in Latin America, for $0.7 million under the terms of a buyout option included in the joint venture's operating agreement. Subsequent to the transaction, the Company owns all of the issued and outstanding shares of Vensea.

EraMed Acquisition. Effective January 5, 2007, a wholly owned subsidiary of the Company, EraMed LLC ("EraMed"), acquired the air medical business of Keystone Helicopter Corporation for $11.5 million. The final purchase price is subject to working capital adjustments as defined in the asset purchase agreement. At the time of acquisition, EraMed operated 33 light and medium twin engine helicopters, including four owned, ten leased-in and 19 managed, in support of hospital based air medical programs in the northeastern United States. The Company has performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their estimated fair values, resulting in no goodwill being recorded. Further changes to the preliminary fair value analysis may be made as the valuation of assets and liabilities are finalized and additional information becomes available, primarily related to the fair value of acquired equipment and identifiable intangible assets.

RMA Acquisition. On October 1, 2006, the Company acquired all of the issued and outstanding shares of Response Management Associates, Inc. ("RMA") for $12.5 million. The Company's purchase price includes cash consideration of $8.0 million, a note payable of $3.5 million and accrued working capital payments of $1.0 million. The selling stockholder of RMA has the opportunity to receive additional consideration of up to $8.5 million based upon certain performance standards over the period from the date of acquisition through September 30, 2012. During the nine months ended September 30, 2007, the Company completed its fair value analysis for the acquisition which resulted in goodwill in the amount of $3.4 million.

Purchase Price Allocation. The following table summarizes the allocation of the purchase prices for the above acquisitions during the nine months ended September 30, 2007 (in thousands):

Trade and other receivables	$	11,278
Other current assets		1,302
Investments at Equity, and Receivables from 50% or Less Owned Companies		(915	)
Property and Equipment		46,510
Goodwill		14,321
Intangible Assets		(1,478	)
Other Assets		5,125
Accounts payable and other current liabilities		(10,897	)
Deferred Income Taxes		(5,973	)
Minority Interest in Subsidiaries		(836	)

Purchase price⁽¹⁾	$	58,437

⁽¹⁾: Purchase price is net of $1.6 million cash acquired, includes acquisition costs totaling $0.8 million and includes issued Common Stock valued at $19.1 million. The purchase price does not include contingent consideration.

3. Equipment Acquisitions, Dispositions and Depreciation Policy

Capital expenditures were $426.7 million during the nine months ended September 30, 2007. Excluding the acquisition of equipment identified in Note 2 above, equipment deliveries during the period included 13 offshore services vessels, 40 dry cargo hopper barges, 18 deck barges, 19 helicopters and three harbor tugs.

During the nine months ended September 30, 2007, the Company sold 30 offshore services vessels, 118 dry cargo hopper barges, three tank barges, one towboat, seven helicopters, construction contracts and other equipment for an aggregate consideration of $305.2 million and recognized net gains of $74.3 million.

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 typically 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 which 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. In addition, the Company has retrofitted one and is in the process of retrofitting a second of its tankers with double-hulls to extend their useful lives beyond their original Oil Pollution Act 1990 ("OPA 90") mandated retirement dates.

As of September 30, 2007, the estimated useful life (in years) of each of the Company's major categories of new equipment are as follows:

Offshore Marine Vessels		20
Tankers⁽¹⁾		25
Inland River Dry Cargo and Deck Barges		20
Inland River Chemical Tank Barges		25
Inland River Towboats		25
Helicopters		12
Harbor and Offshore Tugs		40

⁽¹⁾: Subject to OPA 90 requirements.

4. Construction Reserve Funds

The Company has established, pursuant to Section 511 of the Merchant Marine Act, 1936, as amended, joint depository construction reserve funds with the Maritime Administration. In accordance with this statute, the Company is permitted to deposit proceeds from the sale of certain vessels into the joint depository construction reserve fund accounts for the purpose of acquiring U.S. flag vessels and qualifying for the temporary deferral of taxable gains realized from the sale of vessels. Withdrawals from the construction reserve fund accounts are only permitted with the consent of the Maritime Administration and the funds on deposit must be committed for expenditure within three years or be released for the Company's general use.

As of September 30, 2007, construction reserve funds of $373.2 million are classified as non-current assets in the accompanying condensed consolidated balance sheets as the Company has the intent and ability to use the funds to acquire equipment. During the nine months ended September 30, 2007, construction reserve fund account transactions included withdrawals of $36.6 million, deposits of $64.1 million and earned interest of $14.0 million.

5. Commitments and Contingencies

The Company's unfunded capital commitments as of September 30, 2007 consisted primarily of offshore services vessels, harbor tugs, helicopters, barges and capital improvements to certain of its existing marine transportation fleet and totaled $527.5 million, of which $109.1 million is payable during the remainder of 2007 and the balance payable through 2010. Of these commitments, approximately

$122.6 million may be terminated without further liability other than the payment of liquidated damages of $10.1 million in the aggregate. Subsequent to September 30, 2007, the Company committed to purchase additional property and equipment for $8.7 million.

The Company has guaranteed the payment of amounts owed by one of its joint ventures under a vessel charter agreement that expires in 2011. In addition, the Company has guaranteed amounts owed by certain of its joint ventures under banking facilities and a performance guarantee. As of September 30, 2007, the total amount guaranteed by the Company was $27.3 million.

In the normal course of its business, the Company becomes involved in various litigation matters including, among other things, claims by third parties for alleged property damages, personal injuries and other matters. While the Company believes it has meritorious defenses against these claims, management has used estimates in determining the Company's potential exposure 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 will have a material effect on the Company's consolidated financial position or results of operations.

In June 2005, a subsidiary of SEACOR received a document subpoena from the Antitrust Division of the U.S. Department of Justice. This subpoena relates to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the U. S. Gulf of Mexico. The Company believes that this subpoena is part of a broader industry inquiry and that other providers have also received such subpoena. SEACOR intends to provide all information requested in response to this investigation.

Under United States law, "United States persons" are prohibited from business activities and contracts in certain countries, including Sudan and Iran. Relating to the prohibitions, Seabulk International, Inc. ("Seabulk"), a subsidiary of SEACOR acquired in July 2005, filed three reports with and submitted documents to the Office of Foreign Asset Control ("OFAC") of the U.S. Department of Treasury in December 1999 and January and May 2002. One of the reports was also filed with the Bureau of Export Administration of the U.S. Department of Commerce. The reports and documents related to certain limited charters with third parties involving three Seabulk vessels which called in Sudan for several months in 1999 and January 2000 and charters with third parties involving several of Seabulk's vessels which called in Iran in 1998. In March 2003, Seabulk received notification from OFAC that the case has been referred to its Civil Penalties Division. Should OFAC determine that these activities constituted violations of the laws or regulations, civil penalties, including fines, could be assessed against Seabulk or certain individuals who knowingly participated in such activity. The Company cannot predict the extent of such penalties; however, management does not believe the outcome of these matters will have a material impact on its consolidated financial position or results of operations.

Marine Transportation Services had one of its tankers retrofitted to a double-hull configuration and has another tanker currently undergoing such a retrofit to enable each of them to continue to transport crude oil and petroleum products beyond their OPA 90 mandated retirement dates in 2011. Both vessels operate in the U.S. coastwise, or Jones Act, trade, which is restricted to vessels built or rebuilt in the United States. The retrofit work has been and is being completed in a foreign shipyard. In May 2005, the Company received a determination from the National Vessel Documentation Center ("NVDC") of the U.S. Coast Guard, which administers the U.S. build requirements of the Jones Act. The determination, which the Company relied upon to commence the retrofit in a foreign shipyard, concluded the retrofits would not constitute a foreign rebuilding and therefore would not jeopardize the tankers' eligibility to operate in the U.S. coastwise trade. On April 25, 2007, Crowley Maritime Corp., an operator of tank vessels in the U.S. coastwise trade, filed an appeal asking the Commandant of the Coast Guard to reverse the NVDC's May 2005 determination, which would render these two tankers ineligible to operate in the U.S. coastwise trade. Subsequently, on July 9, 2007, a U.S. shipbuilders trade association, Crowley Maritime Corp. and another operator of tankers in the U.S. coastwise trade commenced a civil action in the U.S. District Court for the Eastern District of Virginia, Shipbuilders Council of America, Inc., et al. v. U.S. Department of Homeland Security, et al., No. 1:07cv665 (E.D. Va.), in which they seek to have the court

set aside the NVDC's determination and direct the Coast Guard to revoke the coastwise license of the tanker whose retrofit has been completed. We believe the NVDC's determination was correct and in accord with the Coast Guard's long-standing regulations and interpretations. We have intervened in the action and intend to assist the Coast Guard in defending the NVDC's determination.

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

6. Long-Term Debt

On July 3, 2007, the Company's unsecured revolving credit facility was amended to increase availability thereunder by $150.0 million, bringing the maximum available for borrowing to $450.0 million. As of September 30, 2007, the Company had no outstanding borrowings under its revolving credit facility and the remaining availability under this facility was $448.6 million, net of issued letters of credit of $1.4 million. In addition, the Company had other outstanding letters of credit totaling $43.6 million with various expiration dates through 2010.

7. Stock and Debt Repurchases

During the nine months ended September 30, 2007, the Company acquired 1,762,980 shares of Common Stock for treasury for an aggregate purchase price of $158.3 million. On July 31, 2007, SEACOR's Board of Directors increased the Company's repurchase authority to $100.0 million. As of September 30, 2007, repurchase authority of $64.4 million granted by SEACOR's Board of Directors remained available for acquisition of additional shares of Common Stock, SEACOR's 7.2% Senior Notes due 2009, its 5.875% Senior Notes due 2012, its 2.875% Convertible Debentures due 2024 and the 9.5% senior notes of Seabulk due 2013. Securities are acquired from time to time through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

Subsequent to September 30, 2007, the Company acquired 93,000 shares of Common Stock for treasury for an aggregate purchase price of $8.6 million.

8. Earnings Per Common Share

In accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share, basic earnings per common share are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities. In determining dilutive securities for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes. Diluted earnings per common share for the three and nine months ended September 30, 2007 excluded

314,180 and 277,395, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive. Diluted earnings per common share for the three and nine months ended September 30, 2006 excluded 80,750 and 132,250, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive.

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

		For the Three Months Ended September 30,					For the Nine Months Ended September 30,
		Net Income		Average O/S Shares	Per Share		Net Income		Average O/S Shares	Per Share
2007

Basic Earnings Per Common Share		$	70,282	23,234	$	3.02	$	173,700	23,821	$	7.29
Effect of Dilutive Securities, net of tax:
	Options and Restricted Stock		—	253				—	286
	Convertible Securities		1,213	3,418				3,639	3,418

Diluted Earnings Per Common Share		$	71,495	26,905	$	2.66	$	177,339	27,525	$	6.44

2006

Basic Earnings Per Common Share		$	63,170	24,575	$	2.57	$	176,039	24,743	$	7.11
Effect of Dilutive Securities, net of tax:
	Options and Restricted Stock		—	289				—	287
	Convertible Securities		1,213	3,418				3,639	3,418

Diluted Earnings Per Common Share		$	64,383	28,282	$	2.28	$	179,678	28,448	$	6.32

9. Comprehensive Income

For the three months ended September 30, 2007 and 2006, total comprehensive income was $69.3 million and $62.9 million, respectively. For the nine months ended September 30, 2007 and 2006, total comprehensive income was $174.1 million and $175.2 million, respectively. Other comprehensive income consisted of gains and losses from foreign currency translation adjustments and unrealized holding gains and losses on available-for-sale securities.

10. Share Based Compensation

The following transactions have occurred in connection with the Company's share based compensation plans during the nine months ended September 30, 2007:

Director stock awards granted		3,750

Employee Stock Purchase Plan ("ESPP") shares issued		27,549

Restricted stock awards granted		126,155

Restricted stock awards cancelled		9,000

Restricted Stock Unit ("RSU") Activities:
	RSU's outstanding at December 31, 2006	5,102
	Granted	1,600
	Converted to shares	(1,207	)

	RSU's outstanding at September 30, 2007	5,495

Stock Option Activities:
	Options outstanding at December 31, 2006	877,025
	Granted	159,225
	Exercised	(48,844	)
	Cancelled	(7,150	)

	Options outstanding at September 30, 2007	980,256

Shares available for future grants and ESPP purchases at September 30, 2007⁽¹⁾		1,160,893

⁽¹⁾: The 2007 Share Incentive Plan was approved by the Company's shareholders on May 17, 2007 with 1,000,000 shares being made available for stock awards. Upon approval of the new plan, no further grants will be made under any of the prior stock award plans, but awards made prior to adoption (including the Company's commitments as of September 30, 2007 to grant 41,025 stock options to certain officers and key employees in installments during 2007) remain unaffected.

11. New Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes ("FIN 48"), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 on January 1, 2007 and the adoption had no material effect on its consolidated financial position or results of operations. The Company accounts for interest and penalties relating to uncertain tax positions in its income tax provision. The Internal Revenue Service is currently examining the Company's U.S. federal income tax returns filed for the years ended December 31, 2005 and 2004.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and therefore should be determined based on the assumptions that market participants would use in pricing an asset or liability. SFAS No. 157 sets out a fair value hierarchy and requires companies to disclose fair value measurements within that hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact, if any, the adoption of SFAS No. 157 will have on its consolidated financial position or results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an amendment of FASB Statement No. 155 ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities, and certain nonfinancial instruments that are similar to financial instruments, at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact, if any, the adoption of SFAS No. 159 will have on its consolidated financial position or results of operations.

12. Segment Information

Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's basis of measurement of segment profit or loss has not changed from those previously described in the Company's Annual Report on Form 10-K for the year ended December 31, 2006, except for the inclusion of derivative gains and losses resulting from energy trading activities included in "Other". The following tables summarize the operating results and assets of the Company's reportable segments. Certain reclassifications of prior period information have been made to conform to the current period's segment presentation.

		Offshore Marine Services $'000		Marine Transportation Services $'000		Inland River Services $'000	Aviation Services $'000	Environmental Services $'000		Other $'000		Corporate and Eliminations $'000		Total $'000
For the Three Months Ended September 30, 2007
Operating Revenues:
	External customers	179,470		27,730		32,656	62,449	42,264		15,354		—		359,923
	Intersegment	148		—		—	—	23		55		(226	)	—

		179,618		27,730		32,656	62,449	42,287		15,409		(226	)	359,923

Costs and Expenses:
	Operating	95,345		19,207		16,234	41,647	30,316		11,443		(200	)	213,992
	Administrative and general	13,137		1,150		1,753	4,590	5,931		2,102		8,220		36,883
	Depreciation and amortization	14,069		9,536		4,256	7,015	1,096		1,264		207		37,443

		122,551		29,893		22,243	53,252	37,343		14,809		8,227		288,318

Gains on Asset Dispositions and Impairments, Net		13,222		—		1,592	4,304	75		367		—		19,560

Operating Income (Loss)		70,289		(2,163	)	12,005	13,501	5,019		967		(8,453	)	91,165

Other Income (Expense):
	Derivative gains (losses), net	—		—		—	—	—		(52	)	5,273		5,221
	Foreign currency gains (losses), net	(5	)	12		—	33	(69	)	1		344		316
	Other, net	4		—		—	86	1		—		(807	)	(716	)
Equity in Earnings (Losses) of 50% or Less Owned Companies		959		—		2,022	130	(17	)	89		—		3,183

Segment Profit (Loss)		71,247		(2,151	)	14,027	13,750	4,934		1,005

Other Income (Expense) not included in Segment Profit (Loss)														12,379
Less Equity Earnings included in Segment Profit (Loss)														(3,183	)

Income Before Taxes, Minority Interest and Equity Earnings														108,365

For the Nine Months Ended September 30, 2007
Operating Revenues:
	External customers	521,628		84,210		87,398	163,743	99,546		39,615		—		996,140
	Intersegment	360		—		—	—	1,401		218		(1,979	)	—

		521,988		84,210		87,398	163,743	100,947		39,833		(1,979	)	996,140

Costs and Expenses:
	Operating	276,940		62,921		41,595	119,084	74,674		28,197		(1,943	)	601,468
	Administrative and general	38,053		3,572		4,731	13,550	15,555		6,493		23,266		105,220
	Depreciation and amortization	45,108		29,484		12,087	19,695	3,105		3,792		1,102		114,373

		360,101		95,977		58,413	152,329	93,334		38,482		22,425		821,061

Gains (Losses) on Asset Dispositions and Impairments, Net		60,062		—		7,836	6,036	(74	)	397		—		74,257

Operating Income (Loss)		221,949		(11,767	)	36,821	17,450	7,539		1,748		(24,404	)	249,336

Other Income (Expense):
	Derivative gains (losses), net	—		—		—	—	—		(214	)	5,311		5,097
	Foreign currency gains (losses), net	(1,077	)	21		—	32	9		—		1,201		186
	Other, net	5		—		136	560	—		118		(939	)	(120	)
Equity in Earnings (Losses) of 50% or Less Owned Companies		7,840		—		5,302	163	130		(3	)	—		13,432

Segment Profit (Loss)		228,717		(11,746	)	42,259	18,205	7,678		1,649

Other Income (Expense) not included in Segment Profit (Loss)														(3,435	)
Less Equity Earnings included in Segment Profit (Loss)														(13,432	)

Income Before Taxes, Minority Interest and Equity Earnings														251,064

Assets as of September 30, 2007
Investments, at Equity, and Receivables from 50% or Less Owned Companies		21,233		—		82,815	5,760	1,219		9,839		—		120,866
Goodwill		21,421		177		1,492	352	28,712		4,117		—		56,271
Other Segment Assets		1,033,251		453,264		284,730	405,464	87,093		89,478		930,013		3,283,293

		1,075,905		453,441		369,037	411,576	117,024		103,434		930,013		3,460,430

For the Three Months Ended September 30, 2006
Operating Revenues:
	External customers	179,826		35,617		38,798	43,755		38,885		12,480	—		349,361
	Intersegment	(139	)	—		—	44		—		72	23		—

		179,687		35.617		38,798	43,799		38,885		12,552	23		349,361

Costs and Expenses:
	Operating	89,791		21,017		18,563	33,269		26,370		7,744	(146	)	196,608
	Administrative and general	10,118		1,064		1,013	3,413		5,931		1,668	7,673		30,880
	Depreciation and amortization	19,353		10,159		3,804	5,264		731		1,265	401		40,977

		119,262		32,240		23,380	41,946		33,032		10,677	7,928		268,465

Gains on Asset Dispositions and Impairments, Net		10,168		—		—	1,880		6		—	—		12,054

Operating Income (Loss)		70,593		3,377		15,418	3,733		5,859		1,875	(7,905	)	92,950

Other Income (Expense):
	Derivative gains, net	—		—		—	—		—		—	2,813		2,813
	Foreign currency gains (losses), net	(200	)	(3	)	—	—		(39	)	—	892		650
	Other, net	34		—		26	—		—		—	57		117
Equity in Earnings of 50% or Less Owned Companies		1,683		—		—	—		374		550	—		2,607

Segment Profit		72,110		3,374		15,444	3,733		6,194		2,425

Other Income (Expense) not included in Segment Profit														1,521
Less Equity Earnings included in Segment Profit														(2,607	)

Income Before Taxes, Minority Interest and Equity Earnings														98,051

For the Nine Months Ended September 30, 2006
Operating Revenues:
	External customers	507,952		110,787		109,625	116,804		103,754		37,340	—		986,262
	Intersegment	(128	)	—		—	352		—		252	(476	)	—

		507,824		110,787		109,625	117,156		103,754		37,592	(476	)	986,262

Costs and Expenses:
	Operating	255,992		60,552		52,607	88,751		73,223		22,921	(645	)	553,401
	Administrative and general	33,276		3,077		2,658	11,065		15,492		5,125	24,545		95,238
	Depreciation and amortization	64,273		30,506		10,545	14,109		2,205		3,799	1,118		126,555

		353,541		94,135		65,810	113,925		90,920		31,845	25,018		775,194

Gains (Losses) on Asset Dispositions and Impairments, Net		53,209		—		—	4,023		(209	)	—	(3	)	57,020

Operating Income (Loss)		207,492		16,652		43,815	7,254		12,625		5,747	(25,497	)	268,088

Other Income (Expense):
	Derivative gains, net	—		—		—	—		—		—	3,085		3,085
	Foreign currency gains, net	28		(12	)	—	(56	)	(103	)	—	2,169		2,026
	Other, net	88		—		28	545		—		—	79		740
Equity in Earnings (Losses) of 50% or Less Owned Companies		13,555		—		—	(5	)	737		720	—		15,007

Segment Profit		221,163		16,640		43,843	7,738		13,259		6,467

Other Income (Expense) not included in Segment Profit														(16,098	)
Less Equity Earnings included in Segment Profit														(15,007	)

Income Before Taxes, Minority Interest and Equity Earnings														257,841

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

This Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: the cyclical nature of the oil and gas industry, activity in foreign countries and changes in foreign political, military and economic conditions, the dependence of Offshore Marine Services, Marine Transportation Services and Aviation Services on several customers, industry fleet capacity, consolidation of our customer base, the ongoing need to replace aging vessels, restrictions imposed by the Shipping Acts and Aviation Acts on the amount of foreign ownership of the Company's Common Stock, increased competition if the Jones Act is repealed, safety record requirements related to Offshore Marine Services and Aviation Services, changes in foreign and domestic oil and gas exploration and production activity, operational risks of Offshore Marine Services, Marine Transportation Services, Harbor and Offshore Towing Services and Aviation Services, effects of adverse weather conditions and seasonality on Aviation Services, decreased demand for Marine Transportation Services and Harbor and Offshore Towing 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, future phase-out of our single-hull tankers, dependence of spill response revenue on the number and size of spills and upon continuing government regulation in this area and our ability to comply with such regulation and other governmental regulation, changes in NRC's OSRO classification, liability in connection with providing spill response services, effects of adverse weather and river conditions and seasonality on Inland River Services, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors in Inland River Service's operations, adequacy of insurance coverage, compliance with government regulation, including environmental laws and regulations, currency exchange fluctuations, the attraction and retention of qualified personnel by the Company and various other matters, many of which are beyond the Company's control and other factors. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. The words "estimate," "project," "intend," "believe," "plan" and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. The forward-looking statements in this Form 10-Q should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned under "Risks, Uncertainties and Other Factors That May Affect Future Results" in Item 1A of our Form 10-K and "Forward-Looking Statements" in Item 7 of our Form 10-K and SEACOR's periodic reporting on Form 8-K (if any), which we incorporate by reference.

Results of Operations

The Company's operations are divided into five main business segments—Offshore Marine Services, Marine Transportation Services, Inland River Services, Aviation Services and Environmental Services. The Company also has activities that are referred to and described under Other, which primarily includes Harbor and Offshore Towing Services, energy trading activities, various other investments in joint ventures and asset leasing activities.

The sections below provide an analysis of the Company's operations by business segment for the three months ("Current Year Quarter") and nine months ("Current Nine Months") ended September 30, 2007 as compared to the three months ("Prior Year Quarter") and nine months ("Prior Nine Months") ended September 30, 2006. See "Item 1. Financial Statements—Note 12, Segment Information" included in Part I for consolidating segment tables for each period presented.

Offshore Marine Services

													Change "07/'06
		For the Three Months Ended September 30,						For the Nine Months Ended September 30,					Change "07/'06
		For the Three Months Ended September 30,						For the Nine Months Ended September 30,					3 Mos		9 Mos
		2007			2006			2007			2006		3 Mos		9 Mos
		$'000		%	$'000		%	$'000		%	$'000	%	%		%
Operating Revenues:
	United States	84,139		47	99,285		55	259,392		50	278,668	55

	Africa, primarily West Africa	42,870		24	42,444		24	128,158		24	117,600	23
	United Kingdom, primarily North Sea	19,487		11	16,348		9	53,269		10	45,165	9
	Middle East	13,625		7	8,306		4	36,317		7	23,824	5
	Asia	7,035		4	10,198		6	21,286		4	28,936	6
	Mexico, Central and South America	12,462		7	3,106		2	23,566		5	13,631	2

	Total Foreign	95,479		53	80,402		45	262,596		50	229,156	45

		179,618		100	179,687		100	521,988		100	507,824	100	—		3

Costs and Expenses:
	Operating	95,345		53	89,791		50	276,940		53	255,992	50
	Administrative and general	13,137		7	10,118		6	38,053		7	33,276	6
	Depreciation and amortization	14,069		8	19,353		11	45,108		9	64,273	13

		122,551		68	119,262		67	360,101		69	353,541	69

Gains on Asset Dispositions		13,222		7	10,168		6	60,062		11	53,209	10

Operating Income		70,289		39	70,593		39	221,949		42	207,492	41	—		7

Other Income (Expense):
	Foreign currency gains (losses), net	(5	)	—	(200	)	—	(1,077	)	—	28	—
	Other, net	4		—	34		—	5		—	88	—
Equity in Earnings of 50% or Less Owned Companies		959		1	1,683		1	7,840		2	13,555	3

Segment Profit		71,247		40	72,110		40	228,717		44	221,163	44	(1	)	3

Operating Revenues – Current Year Quarter compared to Prior Year Quarter. Operating revenues decreased by $0.1 million in the Current Year Quarter compared to the Prior Year Quarter. A 23% improvement in overall average day rates was offset by a 16% reduction in available days due to net fleet dispositions and a 5% reduction in utilization. Improvements in day rates contributed additional operating revenues of $18.3 million while the net fleet dispositions and decline in fleet utilization reduced operating revenues by $21.8 million. In addition, operating revenues increased $1.3 million due to favorable changes in currency exchange rates and $2.0 million due to other marine services.

Operating Revenues – Current Nine Months compared to Prior Nine Months. Operating revenues increased $14.2 million in the Current Nine Months compared to the Prior Nine Months primarily due to a 30% improvement in overall average day rates, partially offset by a 17% reduction in available days due to net fleet dispositions and a 5% reduction in utilization. Improvements in day rates contributed additional operating revenues of $83.9 million while the net fleet dispositions and decline in fleet utilization reduced operating revenues by $76.7 million. In addition, operating revenues increased $4.4 million due to favorable changes in currency exchange rates and $2.4 million due to other marine services.

Operating Income – Current Year Quarter compared to Prior Year Quarter. Operating income for the Current Year Quarter included $13.2 million in gains on asset dispositions compared to gains of $10.2 million in the Prior Year Quarter. Excluding the impact of these gains, operating income would have decreased $3.4 million in the Current Year Quarter compared to the Prior Year Quarter primarily due to an increase in operating expenses of $5.6 million. During the Current Year Quarter, the Company was

invoiced and recognized $3.9 million for its share of a funding deficit arising from the March 2006 actuarial valuation of the United Kingdom Merchant Navy Officers Pension Fund. In addition, administrative and general costs were higher due to the reversal of a bad debt provision in the Prior Year Quarter and higher legal costs in the Current Year Quarter. Depreciation expense was $5.3 million lower in the Current Year Quarter as a result of vessels reaching the end of their depreciable lives and net fleet dispositions.

Operating Income – Current Nine Months compared to Prior Nine Months. Operating income for the Current Nine Months included $60.1 million in gains on asset dispositions compared to gains of $53.2 million in the Prior Nine Months. Excluding the impact of these gains, operating income would have increased $7.6 million in the Current Nine Months compared to the Prior Nine Months primarily due to the overall increase in operating revenues discussed above. These improvements were partially offset by increased wage and benefit costs as a result of a tight labor market, additional UK pension costs noted above and higher rates for repairs and maintenance provided by third parties. Depreciation expense was $19.2 million lower in the Current Nine Months as a result of vessels reaching the end of their depreciable lives and net fleet dispositions.

Equity in Earnings of 50% or Less Owned Companies. Equity earnings decreased $0.7 million in the Current Year Quarter compared to the Prior Year Quarter and $5.7 million in the Current Nine Months compared to the Prior Nine Months. During the Current Nine Months, Offshore Marine Services recognized a gain of $4.1 million, net of tax, relating to the sale of its interest in an Egyptian joint venture. During the Prior Nine Months, one of its joint ventures sold a vessel to a third party and the segment's share of the gain was $4.2 million, net of tax. In addition, the Prior Nine Months included a gain of $4.5 million, net of tax, on the sale of its interest in a Mexican joint venture.

Fleet Count. The composition of Offshore Marine Services' fleet as of September 30 was as follows:

	Owned	Joint Ventured	Leased-in	Pooled or Managed	Total
2007
Anchor handling towing supply	16	2	1	2	21
Crew	55	2	23	—	80
Mini-supply	16	—	5	1	22
Standby safety	22	1	—	5	28
Supply	11	—	11	2	24
Towing supply	20	7	2	1	30
Other	10	2	—	—	12

	150	14	42	11	217

2006⁽¹⁾
Anchor handling towing supply	18	2	2	—	22
Crew	65	2	23	—	90
Mini-supply	20	1	7	1	29
Standby safety	21	1	—	5	27
Supply	15	—	10	—	25
Towing supply	27	10	3	—	40
Other	13	2	—	—	15

	179	18	45	6	248

⁽¹⁾: Certain reclassifications of prior period information have been made to conform to the presentation of the current period.

Operating Data. The table below sets forth average rates per day worked, utilization and available days data for our fleet during the periods indicated. The rate per day worked for any group of vessels with respect to any period is the ratio of total time charter revenue of such vessels to the aggregate number of days worked by such vessels in the period. Utilization for any group of vessels in a stated period is the ratio of aggregate number of days worked by such vessels to total calendar days available for work in such period. Available days for a group of vessels represents the total calendar days during which owned and chartered-in vessels are operated by the Company.

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
		2007			2006⁽¹⁾			2007			2006⁽¹⁾
Rates Per Day Worked:
	Anchor handling towing supply	$	33,970		$	24,666		$	31,840		$	20,831
	Crew		6,699			6,470			6,534			5,885
	Mini-supply		6,205			7,111			6,467			6,004
	Standby safety		10,440			9,122			9,904			8,570
	Supply		13,396			11,965			13,188			11,356
	Towing supply		13,010			9,492			11,405			8,710
	Other⁽¹⁾		11,378			8,893			10,719			7,953
	Overall Average Rates Per Day Worked	$	11,769		$	9,564		$	11,304		$	8,726
Utilization:
	Anchor handling towing supply		89	%		85	%		90	%		88	%
	Crew		80	%		92	%		79	%		89	%
	Mini-supply		68	%		87	%		67	%		90	%
	Standby safety		91	%		93	%		91	%		91	%
	Supply		92	%		81	%		89	%		78	%
	Towing supply		90	%		86	%		87	%		87	%
	Other		86	%		72	%		82	%		76	%
	Overall Fleet Utilization		84	%		88	%		82	%		87	%
Available Days:
	Anchor handling towing supply		1,638			1,906			5,158			6,037
	Crew		6,817			7,959			21,044			24,619
	Mini-supply		1,937			2,392			5,926			7,339
	Standby safety		2,021			1,932			5,822			5,733
	Supply		2,032			2,499			6,285			8,988
	Towing supply		1,996			2,716			6,839			8,429
	Other		920			1,196			2,903			3,637

	Overall Fleet Available Days		17,361			20,600			53,977			64,782

(1): Certain reclassifications of prior period information have been made to conform to the presentation of the current period.

Marine Transportation Services

																Change "07/'06
		For the Three Months Ended September 30,							For the Nine Months Ended September 30,							Change "07/'06
		For the Three Months Ended September 30,							For the Nine Months Ended September 30,							3 Mos		9 Mos
		2007				2006			2007				2006			3 Mos		9 Mos
		$'000		%		$'000		%	$'000		%		$'000		%	%		%
Operating Revenues:
	U. S. only	27,730		100		35,617		100	84,210		100		110,787		100	(22	)	(24	)

Costs and Expenses:
	Operating	19,207		69		21,017		59	62,921		75		60,552		55
	Administrative and general	1,150		4		1,064		3	3,572		4		3,077		3
	Depreciation and amortization	9,536		35		10,159		29	29,484		35		30,506		27

		29,893		108		32,240		91	95,977		114		94,135		85

Operating Income (Loss)		(2,163	)	(8	)	3,377		9	(11,767	)	(14	)	16,652		15	(164	)	(171	)

Other Income (Expense):
	Foreign currency gains (losses), net	12		—		(3	)	—	21		—		(12	)	—

Segment Profit (Loss)		(2,151	)	(8	)	3,374		9	(11,746	)	(14	)	16,640		15	(164	)	(171	)

Operating Revenues – Current Year Quarter compared to Prior Year Quarter. Operating revenues decreased $7.9 million in the Current Year Quarter compared to the Prior Year Quarter due to increased off-hire time and the conversion of one vessel from time charter to a multi-year bareboat charter. The increased off-hire time was due to one vessel undergoing a retrofit to a double-hull configuration during the entire Current Year Quarter and another vessel reaching its OPA 90 mandated retirement date in March 2007. The off-hire time for these two vessels accounted for 78% of the decrease in operating revenues. The vessel undergoing a retrofit is expected to return to service during the fourth quarter of 2007. Operating revenues for vessels that were operating under time charters in both periods were higher due to improved day rates.

Operating Revenues – Current Nine Months compared to Prior Nine Months. Operating revenues decreased $26.6 million in the Current Nine Months compared to the Prior Nine Months due to increased off-hire time, lower contract of affreightment revenue and the conversion of one vessel from time charter to a multi-year bareboat charter. The increased off-hire time was due to two vessels undergoing a retrofit to a double-hull configuration during significant portions of the Current Nine Months and another vessel reaching its OPA 90 mandated retirement date in March 2007. One of the retrofitted vessels returned to service in early June 2007 and the other is expected to return to service during the fourth quarter of 2007. The off-hire time for these three vessels accounted for 87% of the decrease in operating revenues. Operating revenues for vessels that were operating under time charters in both periods were higher due to improved day rates.

Operating Income (Loss). Operating results decreased $5.5 million in the Current Year Quarter compared to the Prior Year Quarter and $28.4 million in the Current Nine Months compared to the Prior Nine Months, as a result of the reduction in operating revenues noted above and higher docking costs, partially offset by lower fuel usage and charter-in expense.

Fleet Count. As of September 30, 2007 and 2006, Marine Transportation Services owned ten U.S. flag product tankers. One vessel ceased operations during March 2007 having reached its OPA 90 mandated retirement date. The Company is evaluating its commercial options for this vessel.

Inland River Services

										Change '07/'06
		For the Three Months Ended September 30,				For the Nine Months Ended September 30,				Change '07/'06
		For the Three Months Ended September 30,				For the Nine Months Ended September 30,				3 Mos		9 Mos
		2007		2006		2007		2006		3 Mos		9 Mos
		$'000	%	$'000	%	$'000	%	$'000	%	%		%
Operating Revenues:
	U. S. only	32,656	100	38,798	100	87,398	100	109,625	100	(16	)	(20	)

Costs and Expenses:
	Operating	16,234	50	18,563	48	41,595	48	52,607	48
	Administrative and general	1,753	5	1,013	2	4,731	5	2,658	2
	Depreciation and amortization	4,256	13	3,804	10	12,087	14	10,545	10

		22,243	68	23,380	60	58,413	67	65,810	60

Gains on Asset Dispositions		1,592	5	—	—	7,836	9	—	—

Operating Income		12,005	37	15,418	40	36,821	42	43,815	40	(22	)	(16	)

Other Income (Expense):
	Other, net	—	—	26	—	136	—	28	—
Equity in Earnings of 50% or Less Owned Companies		2,022	6	—	—	5,302	6	—	—

Segment Profit		14,027	43	15,444	40	42,259	48	43,843	40	(9	)	(4	)

Operating Revenues. Operating revenues decreased $6.1 million in the Current Year Quarter compared to the Prior Year Quarter and $22.2 million in the Current Nine Months compared to the Prior Nine Months. These decreases were due to the net reduction in fleet size primarily as a result of the sale or contribution of barges to joint ventures and the return of barges previously operated on a bareboat charter-in agreement. In both the Current Year Quarter and the Current Nine Months, the impact of generally lower rates was substantially offset by higher volumes of cargo carried. Additionally, operating revenues were positively impacted by the 14 tank barges and eight towboats added through the Waxler acquisition in March 2007.

Operating Income. Operating income decreased $3.4 million in the Current Year Quarter compared to the Prior Year Quarter and $7.0 million in the Current Nine Months compared to the Prior Nine Months primarily due to the reduction in operating revenues described above partially offset by gains on asset dispositions. The assets acquired through the Waxler acquisition had no significant impact on operating income in either the Current Year Quarter or the Current Nine Months.

Equity in Earnings of 50% or Less Owned Companies. Equity earnings in the Current Year Quarter and Current Nine Months resulted from the activities of an Inland River Services' joint venture which owns a fleet of inland river transportation assets and a joint venture that operates a grain and liquid fertilizer storage and handling facility, both of which began operations in the fourth quarter of 2006, and a South American joint venture that owns a fleet of river transportation assets that began operations in the Current Year Quarter.

Fleet Count. The composition of Inland River Services' fleet as of September 30 was as follows:

	Owned	Joint Ventured	Leased-in	Pooled or Managed	Total
2007
Dry Cargo Barges-Open	271	25	5	10	311
Dry Cargo Barges-Covered	453	181	2	143	779
Chemical Tank Barges	53	22	2	—	77
Deck Barges	25	—	—	—	25
Towboats	14	3	—	—	17

	816	231	9	153	1,209

2006⁽¹⁾
Dry Cargo Barges-Open	296	—	5	10	311
Dry Cargo Barges-Covered	495	—	24	157	676
Chemical Tank Barges	61	—	—	—	61
Deck Barges	2	—	—	—	2
Towboats	7	—	—	—	7

	861	—	29	167	1,057

⁽¹⁾: Certain reclassifications of prior period information have been made to conform to the presentation of the current period.

Aviation Services

											Change '07/'06
		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					Change '07/'06
		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					3 Mos	9 Mos
		2007		2006		2007		2006			3 Mos	9 Mos
		$'000	%	$'000	%	$'000	%	$'000		%	%	%
Operating Revenues:
	U. S.	57,995	93	41,615	95	152,367	93	112,808		96
	Foreign	4,454	7	2,184	5	11,376	7	4,348		4

		62,449	100	43,799	100	163,743	100	117,156		100	43	40

Costs and Expenses:
	Operating	41,647	67	33,269	76	119,084	73	88,751		76
	Administrative and general	4,590	7	3,413	8	13,550	8	11,065		9
	Depreciation and amortization	7,015	11	5,264	12	19,695	12	14,109		12

		53,252	85	41,946	96	152,329	93	113,925		97

Gains on Asset Dispositions		4,304	7	1,880	4	6,036	4	4,023		3

Operating Income		13,501	22	3,733	8	17,450	11	7,254		6	262	141

Other Income (Expense):
	Foreign currency gains (losses), net	33	—	—	—	32	—	(56	)	—
	Other, net	86	—	—	—	560	—	545		1
Equity in Earnings (Losses) of 50% or Less Owned Companies		130	—	—	—	163	—	(5	)	—

Segment Profit		13,750	22	3,733	8	18,205	11	7,738		7	268	135

Operating Revenues. Operating revenues increased $18.7 million in the Current Year Quarter compared to the Prior Year Quarter and $46.6 million in the Current Nine Months compared to the Prior Nine Months. The increase in operating revenues was primarily due to the acquisition of an air medical services business ("EraMed") which accounted for 56% and 59% of the increase in the Current Year Quarter and Current Nine Months, respectively. Operating revenues in Alaska were positively impacted by increased flight hours in support of oil and gas activity and higher rates. In the U.S. Gulf of Mexico, although flight hours were lower, operating revenues increased due to generally better rates as newer equipment was placed in service. International revenues increased as newly delivered aircraft were placed on long-term leases outside of the United States.

Operating Income. Operating income in the Current Year Quarter and the Current Nine Months included $4.3 million and $6.0 million, respectively, of gains on asset dispositions compared to gains of $1.9 million and $4.0 million in the Prior Year Quarter and Prior Nine Months, respectively. Excluding the impact of these gains, operating income would have increased $7.3 million in the Current Year Quarter compared to the Prior Year Quarter and $8.2 million in the Current Nine Months compared to the Prior Nine Months. These increases were due to the improvement in operating revenues noted above partially offset by higher operating expenses and depreciation charges. Wage and benefit costs were higher due to the EraMed acquisition and wage increases in the U.S Gulf of Mexico. Additionally, repair and maintenance costs, fuel costs and depreciation charges were higher primarily as a result of the impact of EraMed and net aircraft additions. Operating income also improved due to hurricane related insurance recoveries.

Fleet Count. At September 30, 2007, Aviation Services operated 38 aircraft in its air medical operation and had 15 aircraft operating outside of the United States under leases to third parties. The composition of Aviation Services' fleet as of September 30 was as follows:

	Owned⁽¹⁾	Joint Ventured	Leased-in	Managed	Total
2007
Light Helicopters	78	4	21	15	118
Medium Helicopters	43	—	3	6	52
Heavy Helicopters	3	—	—	—	3

	124	4	24	21	173

2006
Light Helicopters	60	—	14	—	74
Medium Helicopters	41	—	—	—	41
Heavy Helicopters	3	—	—	—	3

	104	—	14	—	118

⁽¹⁾: Excludes 4 and 12 helicopters removed from service as of September 30, 2007 and 2006, respectively.

Environmental Services

														Change '07/'06
		For the Three Months Ended September 30,						For the Nine Months Ended September 30,						Change '07/'06
		For the Three Months Ended September 30,						For the Nine Months Ended September 30,						3 Mos		9 Mos
		2007			2006			2007			2006			3 Mos		9 Mos
		$'000		%	$'000		%	$'000		%	$'000		%	%		%
Operating Revenues:
	U. S.	29,829		71	30,962		80	73,586		73	85,643		83
	Foreign	12,458		29	7,923		20	27,361		27	18,111		17

		42,287		100	38,885		100	100,947		100	103,754		100	9		(3	)

Costs and Expenses:
	Operating	30,316		72	26,370		68	74,674		74	73,223		71
	Administrative and general	5,931		14	5,931		15	15,555		15	15,492		15
	Depreciation and amortization	1,096		2	731		2	3,105		3	2,205		2

		37,343		88	33,032		85	93,334		92	90,920		88

Gains (losses) on Asset Dispositions		75		—	6		—	(74	)	—	(209	)	—

Operating Income		5,019		12	5,859		15	7,539		8	12,625		12	(14	)	(40	)

Other Income (Expense):
	Foreign currency gains (losses), net	(69	)	—	(39	)	—	9		—	(103	)	—
	Other, net	1		—	—		—	—		—	—		—
Equity in Earnings (Losses) of 50% or Less Owned Companies		(17	)	—	374		1	130		—	737		1

Segment Profit		4,934		12	6,194		16	7,678		8	13,259		13	(20	)	(42	)

Operating Revenues – Current Year Quarter compared to the Prior Year Quarter. Operating revenues increased $3.4 million in the Current Year Quarter compared to the Prior Year Quarter due to increased project management and consulting activities and higher equipment sales, partially offset by lower revenues for retainer and spill response services. The increase in project management and consulting activity revenues was primarily due to the results of acquisitions and the expansion of services internationally. Spill response revenues decreased $2.1 million as the Prior Year Quarter included revenue from a major oil spill response event in Lake Charles, LA, partially offset by a significant oil spill response event in Puerto Rico in the Current Year Quarter.

Operating Revenues – Current Nine Months compared to the Prior Nine Months. Operating revenues decreased $2.8 million in the Current Nine Months compared to the Prior Nine Months primarily due to lower revenues from spill response activities partially offset by increased revenues from project management and consulting activities. Spill response revenues decreased $18.2 million as the Prior Nine Months included revenue from a major oil spill response event in Lake Charles, LA, partially offset by a significant oil spill response event in Puerto Rico in the Current Nine Months. The increase in project management and consulting activity revenues was primarily due to the results of acquisitions and the expansion of services internationally.

Operating Income. Operating income decreased $0.8 million in the Current Year Quarter compared to the Prior Year Quarter and $5.1 million in the Current Nine Months compared to the Prior Nine Months primarily due to lower operating income from spill response activities.

Other Segment Profit (Loss)

	For the Three Months Ended September 30,			For the Nine Months Ended September 30,				Change '07/'06
	2007	2006		2007		2006		3 Mos		9 Mos
	$'000	$'000		$'000		$'000		%		%
Harbor and Offshore Towing Services	421	1,881		1,391		5,755		(78	)	(76	)
Other Activities	495	(6	)	261		(8	)	8,333		3,363
Equity in Earnings (Losses) of 50% or Less Owned Companies	89	550		(3	)	720		(84	)	(100	)

Segment Profit	1,005	2,425		1,649		6,467		(59	)	(75	)

Harbor and Offshore Towing Services. Segment results decreased in the Current Year Quarter and the Current Nine Months compared to the Prior Year Quarter and the Prior Nine Months primarily due to higher drydock, insurance and wage costs.

Corporate and Eliminations

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,				Change '07/'06
		2007		2006		2007		2006		3 Mos		9 Mos
		$'000		$'000		$'000		$'000		%		%
Corporate Expenses		(8,458	)	(7,910	)	(24,421	)	(25,514	)	7		(4	)
Eliminations		5		5		17		17		—		—

Operating Loss		(8,453	)	(7,905	)	(24,404	)	(25,497	)	7		(4	)

Other Income (Expense):
	Derivative gains, net	5,273		2,813		5,311		3,085		87		72
	Foreign currency gains, net	344		892		1,201		2,169		(61	)	(45	)
	Other, net	(807	)	57		(939	)	79		(1,516	)	(1,289	)

Corporate Expenses. Corporate expenses decreased $1.1 million in the Current Nine Months compared to the Prior Nine Months primarily due to lower legal and professional fees.

Derivative gains, net. Derivative gains, net increased $2.5 million in the Current Year Quarter compared to the Prior Year Quarter and $2.2 million in the Current Nine Months compared to the Prior Nine Months primarily due to increased net gains on various currency positions and an interest rate swap which terminated in the first quarter of 2007.

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

									Change '07/'06
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				Change '07/'06
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				3 Mos	9 Mos
	2007		2006		2007		2006		3 Mos	9 Mos
	$'000		$'000		$'000		$'000		%	%
Interest income	11,274		10,279		34,954		26,501		10	32
Interest expense	(10,855	)	(13,307	)	(36,231	)	(40,222	)	18	10
Marketable security gains (losses), net	11,960		4,549		(2,158	)	(2,377	)	163	9

	12,379		1,521		(3,435	)	(16,098	)	714	79

Interest Income. Interest income increased in the Current Year Quarter and Current Nine Months compared to the Prior Year Quarter and Prior Nine Months primarily due to higher interest rates and higher average invested balances.

Interest Expense. Interest expense decreased in the Current Year Quarter and Current Nine Months compared to the Prior Year Quarter and Prior Nine Months primarily due to higher capitalized interest and lower outstanding debt.

Marketable security gains (losses), net. Marketable security gains, net increased in the Current Year Quarter compared to the Prior Year Quarter and marketable security losses, net decreased in the Current Nine Months compared to the Prior Nine Months primarily resulting from gains on short sales of marketable equity securities.

Liquidity and Capital Resources

General

The Company's ongoing liquidity requirements arise primarily from working capital needs, meeting its capital commitments and the repayment of debt obligations. In addition, the Company may use its liquidity to fund acquisitions, repurchase its Common Stock or purchase other investments. Sources of liquidity are cash balances, marketable securities, construction reserve funds, Title XI reserve funds, cash flows from operations and borrowings under the Company's revolving credit facility. From time to time, the Company may secure additional liquidity through the issuance of debt, shares of Common Stock, preferred stock, or a combination thereof.

Summary of Cash Flows

		For the Nine Months Ended September 30,
		2007		2006
		$'000		$'000
Cash flows provided by or (used in):
	Operating Activities	262,134		235,904
	Investing Activities	(170,323	)	(167,633	)
	Financing Activities	(170,624	)	(59,541	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		867		1,320

Net Increase (Decrease) in Cash and Cash Equivalents		(77,946	)	10,050

Operating Activities

Cash flows provided by operating activities increased in the Current Nine Months compared to the Prior Nine Months primarily due to favorable changes in working capital partially offset by lower operating income before depreciation and asset sales.

Investing Activities

Cash flows used in investing activities increased in the Current Nine Months compared to the Prior Nine Months primarily from increased capital expenditures, increased investments in business acquisitions and joint ventures and increased purchases of securities. These additional uses of cash were partially offset by increased proceeds from sales of securities and assets and lower deposits into construction reserve funds.

Capital expenditures were $426.7 million during the Current Nine Months. Excluding equipment from business acquisitions, equipment deliveries during the period included 13 offshore services vessels, 40 dry cargo hopper barges, 18 deck barges, 19 helicopters and three harbor tugs.

During the Current Nine Months, the Company sold 30 offshore services vessels, 118 dry cargo hopper barges, three tank barges, one towboat, seven helicopters, construction contracts and other equipment for an aggregate consideration of $305.2 million and recognized net gains of $74.3 million.

As of September 30, 2007, construction reserve funds of $373.2 million are classified as non-current assets in the accompanying condensed consolidated balance sheets as the Company has the intent and ability to use the funds to acquire equipment. During the Current Nine Months, construction reserve fund account transactions included withdrawals of $36.6 million, deposits of $64.1 million and earned interest of $14.0 million.

The Company's unfunded capital commitments as of September 30, 2007, consisted primarily of offshore services vessels, harbor tugs, helicopters, barges and capital improvements to certain of its existing marine transportation fleet and totaled $527.5 million, of which $109.1 million is payable during the remainder of 2007 and the balance payable through 2010. Of these commitments, approximately $122.6 million may be terminated without further liability other than the payment of liquidated damages of $10.1 million in the aggregate. Subsequent to the end of the Current Year Quarter, the Company committed to purchase additional property and equipment for $8.7 million.

Financing Activities

Cash flows used in financing activities increased in the Current Nine Months compared to the Prior Nine Months primarily due to increased repurchases of Common Stock and reduced proceeds from the issuance of long-term debt, partially offset by lower payments on long-term debt and capital lease obligations.

During the Current Nine Months, the Company acquired 1,762,980 shares of Common Stock for treasury for an aggregate purchase price of $158.3 million. On July 31, 2007, SEACOR's Board of Directors increased the Company's repurchase authority to $100.0 million. As of September 30, 2007, repurchase authority of $64.4 million granted by SEACOR's Board of Directors remained available for acquisition of additional shares of Common Stock, SEACOR's 7.2% Senior Notes due 2009, its 5.875% Senior Notes due 2012, its 2.875% Convertible Debentures due 2024 and the 9.5% senior notes of Seabulk International, Inc. ("Seabulk"), a subsidiary of SEACOR, due 2013. Securities are acquired from time to time through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

Subsequent to September 30, 2007, the Company acquired 93,000 shares of Common Stock for treasury for an aggregate purchase price of $8.6 million.

During the Current Nine Months, the Company made principal payments on long-term debt and capital lease obligations of $17.1 million.

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 and contribute toward defraying costs of its capital expenditure program. As in the past and in further support of the Company's capital expenditure program, the Company may use cash balances, sell securities, utilize construction reserve funds, sell additional vessels or other equipment, enter into sale and leaseback transactions for equipment, borrow under its revolving credit facility, issue debt or a combination thereof.

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

Contingencies

Under United States law, "United States persons" are prohibited from business activities and contracts in certain countries, including Sudan and Iran. Relating to the prohibitions, Seabulk, a subsidiary of SEACOR acquired in July 2005, filed three reports with and submitted documents to the Office of Foreign Asset Control ("OFAC") of the U.S. Department of Treasury in December 1999 and January and May 2002. One of the reports was also filed with the Bureau of Export Administration of the U.S. Department of Commerce. The reports and documents related to certain limited charters with third parties involving three Seabulk vessels which called in Sudan for several months in 1999 and January 2000 and charters with third parties involving several of Seabulk's vessels which called in Iran in 1998. In March 2003, Seabulk received notification from OFAC that the case has been referred to its Civil Penalties Division. Should OFAC determine that these activities constituted violations of the laws or regulations, civil penalties, including fines, could be assessed against Seabulk or certain individuals who knowingly participated in such activity. The Company cannot predict the extent of such penalties; however, management does not believe the outcome of these matters will have a material impact on its consolidated financial position or results of operations.

operate in the U.S. coastwise trade. On April 25, 2007, Crowley Maritime Corp., an operator of tank vessels in the U.S. coastwise trade, filed an appeal asking the Commandant of the Coast Guard to reverse the NVDC's May 2005 determination, which would render these two tankers ineligible to operate in the U.S. coastwise trade. Subsequently, on July 9, 2007, a U.S. shipbuilders trade association, Crowley Maritime Corp. and another operator of tankers in the U.S. coastwise trade commenced a civil action in the U.S. District Court for the Eastern District of Virginia, Shipbuilders Council of America, Inc., et al. v. U.S. Department of Homeland Security, et al., No. 1:07cv665 (E.D. Va.), in which they seek to have the court set aside the NVDC's determination and direct the Coast Guard to revoke the coastwise license of the tanker whose retrofit has been completed. We believe the NVDC's determination was correct and in accord with the Coast Guard's long-standing regulations and interpretations. We have intervened in the action and intend to assist the Coast Guard in defending the NVDC's determination.

New Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes ("FIN 48"), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007 and the adoption had no material effect on its consolidated financial position or results of operations. The Company accounts for interest and penalties relating to uncertain tax positions in its income tax provision. The Internal Revenue Service is currently examining the Company's U.S. federal income tax returns filed for the years ended December 31, 2005 and 2004.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For discussion of the Company's exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2006. There has been no significant change in the Company's exposure to market risk during the Current Year Quarter except as described below.

As of September 30, 2007, the Company held positions in short sales of marketable equity securities with a fair value of $97.9 million. The Company's short sales of marketable equity securities primarily include positions in energy, marine, transportation and other related businesses. A 10% increase in the value of equity securities underlying the short sale positions of the Company as of September 30, 2007 would reduce income and comprehensive income by $6.4 million, net of tax. Additionally, a certain joint venture, of which the Company owns a 50% interest, held positions in short sales of marketable equity securities with a fair value of $12.2 million as of September 30, 2007. The joint venture's short sales of marketable equity securities are positions in the transportation business. A 10% increase in the value of the equity securities underlying the short sale positions of the joint venture as of September 30, 2007 would reduce the Company's income and comprehensive income by $0.4 million, net of tax.

The Company has entered into and settled various positions in foreign currency forward exchange, option and futures contracts with respect to British Pounds Sterling, Euros, Japanese Yen, Indian Rupees, South African Rand, United Arab Emirates Dirham, Taiwanese Dollars, Kuwaiti Dinar, Malaysian Ringgit and Singapore Dollars. These contracts enable the Company to buy these currencies in the future at fixed exchange rates which could offset possible consequences of changes in foreign currency exchange rates of the Company's business transactions conducted in Europe, the Middle East, the Far East and Africa. Certain of the foreign currency forward contracts with a notional value of €132.5 million have been designated as fair value hedges for capital commitments. During the Current Nine Months, the Company recognized net derivative gains of $4.3 million and reduced its capital commitment obligations by $12.5 million as a result of these foreign currency contracts.

ITEM 4. CONTROLS AND PROCEDURES

With the participation of the Company's principal executive officer and principal financial officer management evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of September 30, 2007. 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 September 30, 2007.

There have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Current Year Quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

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

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

Period		Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs⁽¹⁾⁽²⁾
July 1 — 31, 2007		346,600	$	88.586	346,600	$	99,947,392
August 1 — 31, 2007		380,300	$	83.016	380,300	$	68,376,268
September 1 — 30, 2007		43,000	$	92.108	43,000	$	64,415,612

	Total	769,900			769,900

⁽¹⁾: Since February 1997, the Board of Directors authorized, in the aggregate, the repurchase of $605.1 million of Common Stock, debt or combination thereof. Through September 30, 2007, the Company has repurchased $462.5 million and $78.2 million of Common Stock and debt, respectively.
⁽²⁾: On July 31, 2007, SEACOR's Board of Directors increased the repurchase authority to $100.0 million.

ITEM 6. EXHIBITS

31.1		Certification by the Chief 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 Chief 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 Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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: November 2, 2007	By:	/s/ CHARLES FABRIKANT Charles Fabrikant, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
DATE: November 2, 2007	By:	/s/ RICHARD RYAN Richard Ryan, Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

31.1		Certification by the Chief 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 Chief 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 Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.