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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-127028

PROSPECTUS

         4,663,895 Shares

  SEACOR Holdings Inc.

Common Stock

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        The selling stockholders identified herein may, from time to time, use this prospectus to resell any shares of our common stock that we issued to such selling stockholders in connection with our merger with Seabulk International. We will not sell any securities under this prospectus or receive the proceeds of any securities sold under this prospectus.

        The registration statement of which this prospectus is a part permits the selling stockholders to sell the shares from time to time in the public market. The selling stockholders may sell the common stock through ordinary broker transactions, directly to market makers of our shares, directly to third parties, through underwriters in public offerings, or through other means described in the section entitled "Plan of Distribution" beginning on page 83.

        Our common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "CKH." The last reported sale price for our common stock on July 28, 2005 was $65.80 per share.

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        Investing in the notes involves risks. "Risk Factors" begins on page 3 of this prospectus.

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        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 10, 2005

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TABLE OF CONTENTS

		Page
Summary		1
Risk Factors		3
Cautionary Statement Regarding Forward-Looking Statements		11
Use of Proceeds		13
Selling Securityholders		13
Price Range of Common Stock and Dividend Policy		15
Unaudited Condensed Combined Pro Forma Financial Data		16
Selected Historical Financial Information		24
Management's Discussion and Analysis of Financial Condition and Results of Operations		26
Business		50
Management		69
Security Ownership of Certain Beneficial Owners and Management		77
Certain Relationships and Related Transactions		80
Description of Capital Stock		81
Plan of Distribution		83
Experts		83
Legal Matters		84
Where You Can Find More Information		84
Index to Historical Financial Statements		F-1

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        You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information different from what is contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of the prospectus or of any sale of common stock.

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SUMMARY

        This is a summary of material information contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should carefully consider the information contained in this prospectus, including "Risk Factors" beginning on page 8 and the historical consolidated financial statements of SEACOR Holdings Inc. and Seabulk International, Inc., including the notes to those financial statements, contained in this prospectus. In this prospectus, the terms "we", "us", "our", "ours", "the Company" and "SEACOR" refer to SEACOR Holdings Inc. and its subsidiaries unless the context indicates otherwise.

Overview

        We are in the business of owning, operating, investing in, marketing and remarketing equipment, primarily in the offshore oil and gas and marine transportation industries. We also provide emergency environmental response and related services. We operate a diversified fleet of offshore support vessels and helicopters servicing oil and gas exploration, development and production facilities worldwide. We also operate a fleet of inland river barges transporting grain and other bulk commodities on the U.S. inland waterways. The environmental services segment provides oil spill response, handles environmental remediation projects and offers related consulting services worldwide to those who store, transport, produce or handle petroleum products and environmentally hazardous materials.

        We are a Delaware corporation whose principal executive offices are located at 11200 Richmond Avenue, Suite 400, Houston, Texas 77082. Our telephone number at that address is (713) 782-5990.

Recent Developments

Seabulk Merger

        On July 1, 2005, we completed a merger with Seabulk International, Inc. ("Seabulk"). Under the terms of the merger agreement, Seabulk's stockholders received 0.2694 shares of our common stock plus cash of $4.00 for each share of Seabulk common stock. Based on SEACOR's closing price of $64.30 on June 30, 2005, Seabulk stockholders received approximately $21.32 in SEACOR stock and cash for each share of Seabulk. The combined company is a leader in world-wide offshore support services, domestic Jones Act tankers, domestic helicopter services to the offshore oil and gas industry, domestic inland river barge transportation, environmental services, and domestic harbor tugs. Additionally, the companies have investments in international product tankers and dry bulk shipping.

        In this prospectus, we refer to the transaction as the "Seabulk merger."

Tanker Business

        We continue to evaluate potential opportunities for diversifying our portfolio of businesses, which may include, among other things, the acquisition of additional U.S. Jones Act tankers. We are considering various strategic alternatives with respect to the tanker business that we acquired from Seabulk and any other tankers it may subsequently acquire, including, but not limited to, the formation of a master limited partnership to administer the tanker business and the possible sale to the public of limited partnership interests in such a master limited partnership.

Era Aviation Acquisition

        On December 31, 2004, we acquired Era Aviation, Inc. from Rowan Companies, Inc. for $118.1 million, subject to post-closing working capital adjustments. Era provides contract and charter helicopter services. We intend to combine the existing helicopter operations of our wholly-owned subsidiary, Tex-Air Helicopters Inc., with those of Era. The two companies combined have a fleet of 127 helicopters and 17 operating bases supporting primarily offshore oil and gas industry activities. In

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December 2004 and February 2005, we placed orders with manufacturers for 32 helicopters to be delivered over a five-year period beginning in 2005.

        On May 27, 2005, we announced that we and Era had entered into a stock purchase agreement with Era Aviation Investment Group, LLC, the purchaser, pursuant to which the purchaser agreed to acquire all outstanding shares of capital stock of Era's fixed-wing aviation service and scheduled regional airline service, which operates in Alaska.

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RISK FACTORS

        You should carefully consider the risks described below, as well as other information and data included in this prospectus, before deciding whether to invest in the shares of our common stock. Any of the following risks could materially adversely affect our business, financial condition or results of operations, which may result in your loss of all or part of your original investment.

Risks Related to the Seabulk Merger

Our inability to effectively integrate the business and operations of Seabulk International with our own could disrupt our operations and force us to incur unanticipated costs.

        The Seabulk merger has significantly increased the size of our operations. Our ability to integrate Seabulk's operations with our own is important to the future success of the combined company. Successful integration is subject to numerous conditions beyond our control, including adverse general and regional economic conditions, general negative industry trends and competition. In connection with our integration of Seabulk's operations, we will be required to assess and make any necessary adjustments to Seabulk's internal controls and procedures in order to maintain the overall effectiveness of our internal controls and procedures, to ensure that we continue to deliver accurate and timely financial information and to ensure ongoing compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Our failure to accomplish this on a timely basis or at all could compromise our compliance with the Sarbanes Oxley Act of 2002 and the timeliness and accuracy of our financial reporting, which could reduce investor confidence in our publicly reported financial statements. The successful integration of the Seabulk business also requires us to, among other things, retain key employees from Seabulk. Our future performance depends, in part, on our ability to successfully integrate these new employees into our company. Our failure to retain and successfully integrate these new employees, or otherwise effectively integrate the Seabulk operations with our own, could disrupt our ongoing business, force us to incur unanticipated costs and adversely affect the trading price of our common stock. If we are unable to realize these anticipated benefits due to our inability to address the challenges of integrating the Seabulk business or for any other reason, it could have a material adverse effect on our business and financial and operating results and require significant additional time on the part of our senior management dedicated to resolving integration issues.

SEACOR and Seabulk may not achieve the expected benefits of the proposed transaction.

        SEACOR and Seabulk entered into the merger agreement with the expectation that the transaction will result in various benefits. Some of those benefits may not be achieved or, if achieved, may not be achieved in the time frame in which they are expected. Whether the combined company will actually realize these anticipated benefits depends on future events and circumstances, some of which are beyond our control. For example, future growth in revenues, earnings and cash flow is partly dependent on future economic conditions and conditions in the oil and gas exploration and development industries. Also, the potential synergies that SEACOR and Seabulk anticipate may not be realized. In addition, other risk factors discussed below may prevent the achievement of the expected advantages of the proposed merger.

As a result of the Seabulk merger, we have significantly more debt than prior to the Seabulk merger, which could affect our credit rating or our business.

        In connection with the Seabulk merger, we assumed approximately $471 million of net debt obligations of Seabulk. In August of 2003, Seabulk issued $150.0 million 9.50% senior unsecured notes due 2013. As a result of the merger, we are required to make an offer to repurchase Seabulk's senior unsecured notes at a price equal to 101% of the outstanding principal amount, plus accrued and unpaid interest. The ability of the combined company to repurchase Seabulk's senior unsecured notes and satisfy its other obligations will depend on its ongoing operating performance, and there can be no

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assurance that the combined company will possess the resources or be able to secure the resources to satisfy these obligations. Any failure on the part of the combined company to satisfy or refinance these obligations when due would have a material adverse effect on its ability to continue its business. In addition, we have been informed that, in connection with the Seabulk merger, our corporate credit rating is under review by the ratings agencies for a possible downgrade. If we were downgraded, our ability to raise capital could be impaired.

Risks Related to Seabulk's Business

Revenue from Seabulk's tanker business and towing business could be adversely affected by a decline in demand for domestic refined petroleum products, crude oil or chemical products, or by a change in existing methods of delivery.

        A reduction in domestic consumption of refined petroleum products, crude oil or chemical products may adversely affect revenue from the tanker business and towing business and therefore the combined businesses' condition and results of operations following consummation of the Seabulk merger. Weather conditions also affect demand for Seabulk's tanker services and towing services. For example, a mild winter may reduce demand for heating oil in its areas of operation. Moreover, alternative methods of delivery of refined petroleum, natural gas or crude oil may develop, which could adversely affect demand for tanker services.

Construction of additional domestic Jones Act product tankers or towboats by competitors or additional refined petroleum product, natural gas or crude oil pipelines could have a material adverse effect on tanker and towing revenues.

        Long-haul transportation of refined petroleum products, crude oil and natural gas is generally less costly by pipeline than by tanker. Existing pipeline systems are either insufficient to meet demand in, or do not reach all of, the markets served by Seabulk's tankers. New pipeline segments are being planned and approved for the Florida market. Such activity could have an adverse effect on the volume of the tanker and towing businesses.

Seabulk could lose Jones Act protection, which would result in additional competition.

        A substantial portion of Seabulk's operations is conducted in the U.S. coastwise trade. Under the Jones Act, this trade is restricted to vessels built in the United States, owned and manned by U.S. citizens and registered under U.S. law. There have been attempts to repeal or amend the Jones Act, and these attempts are expected to continue in the future. Repeal of the Jones Act could result in additional competition from vessels built in lower-cost foreign shipyards and owned and manned by foreign nationals with promotional foreign tax incentives and with lower wages and benefits than U.S. citizens, which could have a material adverse effect on the business, results of operations and financial condition of the combined company.

Seabulk may have to phase-out some of its single hull tankers from petroleum product transportation service in U.S. and foreign waters.

        The Oil Pollution Act of 1990, commonly referred to as OPA 90, establishes a phase-out schedule, depending upon vessel size and age, for non-double-hull vessels carrying crude oil and petroleum products in U.S. coastwise transportation. The phase-out dates for Seabulk's non-double-hull tankers are as follows: Seabulk Magnachem—2007, Seabulk Power—2008, Seabulk Trader—2011, Seabulk Challenge—2011 and Seabulk America—2015. As a result of this requirement, these vessels will be prohibited from transporting crude oil and petroleum products in U.S. coastwise transportation after their phase-out dates unless they are modified to install double hulls. They would also be prohibited from transporting petroleum products in most foreign and international markets under a more accelerated IMO international phase-out schedule, were Seabulk to attempt to enter those markets.

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Risks Related to our Business

If we do not restrict the amount of foreign ownership of our common stock, we could be prohibited from operating our offshore support vessels in parts of the U.S. and could be prohibited from operating our helicopters, which would adversely impact our business and operating results.

        We are subject to the Shipping Acts, which govern, among other things, the ownership and operation of offshore support vessels used to carry cargo between U.S. ports. The Acts require that vessels engaged in the "U.S. coastwise trade" be owned by U.S. citizens and built in the U.S. We are also subject to regulations pursuant to the Federal Aviation Act of 1958, as amended, and other statutes, which we refer to as the Aviation Acts. Generally, under the Aviation Acts aircraft operating in the U.S. must be registered in the U.S. In order to register such aircraft under the Aviation Acts, we must be owned or controlled by U.S. citizens. Although our Restated Certificate of Incorporation and Amended and Restated By-laws contain provisions intended to assure compliance with these provisions of the Shipping Acts, we would be prohibited from operating our offshore support vessels in the U.S. coastwise trade and our helicopters in the U.S. during any period in which we did not comply with these regulations.

Offshore Marine Services and Helicopter Services are subject to cyclicality and a significant or prolonged decline in oil and gas prices would likely reduce the level of exploration and development of offshore areas and would reduce demand for our vessels and helicopters.

        The offshore oil and gas industry is highly cyclical. Activity in the offshore oil and gas exploration and production industry has a significant impact on Offshore Marine Services and Helicopter Services. The level of exploration and development of offshore areas is affected by both short-term and long-term trends in oil and gas prices. In recent years, oil and gas prices have been extremely volatile and, as a result, the level of offshore exploration and drilling activity has also been extremely volatile. Reductions in oil and gas prices generally result in decreased drilling and production and corresponding decreases in demand for our vessels, logistics services and helicopters.

        Historically, Offshore Marine Services customers' capital spending has tracked increases and decreases in oil and gas commodity prices, after giving effect to inventory levels and consumer demand. A decline in rig demand that began in early 2001 tracked oil and natural gas commodity prices until the second half of 2002, when prices reached and remained at historical high levels into 2003 but did not produce an increase in drilling activity in the Gulf of Mexico and North Sea, two of Offshore Marine Services operating regions. High commodity prices continued throughout 2004 and Offshore Marine Services, as well as Helicopter Services, experienced a modest increase in demand in the second half of the year for marine and helicopter support services in the Gulf of Mexico and marine services in the North Sea.

Offshore Marine Services faces intense competition that could adversely affect its ability to increase its market share and revenues.

        Offshore Marine Services operates in a highly competitive environment. High levels of competition could reduce its operating revenues, increase expenses and reduce its profitability. In addition to price, service and reputation, important competitive factors for offshore fleets of vessels include customer flag preferences, local marine operating conditions and intended use of vessels. Other principal competitive factors include the ability to maintain logistical support given the complexity of a project and presence of equipment in the appropriate geographical locations.

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Helicopter Services faces intense competition that could adversely affect its ability to increase its market share and revenues.

        Helicopter Services operates in a highly competitive environment. High levels of competition could reduce its operating revenues, increase expenses and reduce its profitability. In addition to price, service and reputation, important competitive factors for helicopter services include local operating conditions, safety record, reliability and availability of helicopters for specific requirements. In addition, many of Helicopter Services' customers operate their own helicopters which could limit rates.

Unstable political, military and economic conditions in foreign countries where a significant proportion of Offshore Marine Services' operations are conducted could adversely impact our business.

        During 2004, approximately 34% of our revenues principally resulted from Offshore Marine Services' foreign operations. These operations are subject to risks, including potential vessel seizure, terrorist attacks, nationalization of assets, currency restrictions, import-export quotas and other forms of public and governmental regulation, all of which are beyond our control. Economic sanctions or an oil embargo, for example, could have a significant negative impact on activity in the oil and gas industry and correspondingly on us should Offshore Marine Services operate vessels in a country subject to any sanctions or embargo, or in the surrounding region to the extent any sanctions or embargo disrupt our operations in the region. In addition, our vessel operations in Mexico are significantly affected by Mexican government policy. We cannot predict whether any such conditions or events might develop in the future.

Offshore Marine Services and Helicopter Services rely on several customers for a significant share of its revenues, the loss of which could adversely affect Offshore Marine Services' and Helicopter Services' businesses and operating results.

        Offshore Marine Services' and Helicopter Services' customers are primarily major oil companies, large independent oil and gas exploration and production companies. The portion of Offshore Marine Services' or Helicopter Services' revenues attributable to any single customer may change over time, depending on the level of relevant activity by such customer, Offshore Marine or Helicopter Services' ability to meet its customers' needs and other factors, many of which are beyond Offshore Marine or Helicopter Services' control.

We may be unable to maintain or replace our vessels as they age.

        As of December 31, 2004, the average age of offshore support vessels we owned, excluding our standby safety vessels, was approximately 9.6 years. We believe that after an offshore support vessel has been in service for approximately 20 years, the expense (which typically increases with age) necessary to satisfy required marine certification standards may not be economically justifiable. There can be no assurance that we will be able to maintain our fleet by extending the economic life of existing vessels, or that our financial resources will be sufficient to enable us to make expenditures necessary for these purposes or to acquire or build replacement vessels.

An increase in the supply of offshore support vessels would likely have an adverse impact on the charter rates earned by our offshore support vessels.

        Expansion of the worldwide offshore support vessel fleet would increase competition in the markets where Offshore Marine Services operates. The refurbishment of vessels taken out of service, conversion of vessels from uses other than oil and gas exploration and production support and related activities or construction of new vessels could all add vessel capacity to current worldwide levels. A significant increase in vessel capacity would lower charter rates.

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Failure to maintain an acceptable safety record may have an adverse impact on our ability to retain Offshore Marine Services and Helicopter Services customers.

        Offshore Marine Services and Helicopter Services customers consider safety and reliability a primary concern in selecting a service provider. Offshore Marine Services and Helicopter Services must maintain a record of safety and reliability that is acceptable to our customers. Should this not be achieved, the ability to retain current customers and attract new customers may be adversely affected.

The Outer Continental Shelf Lands Act, as amended, provides the federal government with broad discretion in regulating the leasing of offshore resources for the production of oil and gas.

        Because offshore marine operations rely on offshore oil and gas exploration and production, the government's exercise of authority under the Outer Continental Shelf Lands Act, as amended, or OCSLA, to restrict the availability of offshore oil and gas leases could have a material adverse effect on our financial condition and results of operations.

Vessel and helicopter related risks could disrupt Offshore Marine Services and Helicopter Services operations and expose us to liability.

        The operation of offshore support vessels and helicopters is subject to various risks, including catastrophic disaster, adverse weather, mechanical failure and collision. Risks with respect to vessels additionally include sea conditions, capsizing, grounding, oil and hazardous substance spills and navigation errors. These risks could endanger the safety of our personnel, equipment, cargo and other property, as well as the environment. If any of these events were to occur, we could be held liable for resulting damages. In addition, the affected vessels or helicopters could be removed from service and would become unavailable to generate revenues.

Helicopter Services may be subject to adverse weather conditions and seasonality.

        Weather-related and seasonal occurrences impact Helicopter Services including, tropical storm season in the Gulf of Mexico and other seasonal conditions in Alaska and the western U.S., as well as the number of hours of daylight. Poor visibility, high winds, and heavy precipitation can affect the operation of helicopters and result in reduced flight hours. In the Gulf of Mexico and Alaska, winter months have more days of adverse weather conditions than the other months of the year and June through November is tropical storm season in the Gulf of Mexico. During tropical storms, Helicopter Services is unable to operate in the area of the storm although flight activity may increase due to the evacuation of offshore workers. In addition, many of Helicopter Services' facilities are located along the U.S. Gulf of Mexico coast and tropical storms may cause damage to its property. The fall and winter months have fewer hours of daylight. Consequently, flight hours are generally lower at these times. A significant portion of our revenues from Helicopter Services is dependent on actual flight hours and prolonged periods of adverse weather and the effect of fewer hours of daylight can adversely impact Helicopter Services.

Spill response revenue is subject to significant volatility.

        Environmental Services' spill response revenues can vary greatly between comparable fiscal periods based on the number and magnitude of spill responses in any given fiscal period which may vary widely. As a result, Environmental Services' profitability may also vary greatly from year to year.

A relaxation of oil spill regulation or enforcement could reduce demand for Environmental Services' services.

        Environmental Services is dependent upon the enforcement of regulations promulgated under OPA 90, international conventions and, to a lesser extent, upon local regulations. Less stringent oil spill regulations or less aggressive enforcement of these regulations would decrease demand for

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Environmental Services' services. There can be no assurance that oil spill regulation will not be relaxed or enforcement of existing or future regulation will not become less stringent. If this happens, the demand for Environmental Services' oil spill response services could be reduced.

A change in, or revocation of, NRC's classification as an "Oil Spill Removal Organization" would result in a loss of business.

        NRC is classified by the Coast Guard as an Oil Spill Removal Organization, or OSRO. The Coast Guard classifies OSROs based on their overall ability to respond to various types and sizes of oil spills. Coast Guard classified OSROs have a competitive advantage over service providers without this classification because customers of classified OSROs are exempt from regulations that would otherwise require them to list their oil spill response resources in filings with the Coast Guard. A loss of NRC's ORSO classification or changes in the requirements for classification could eliminate or diminish NRC's ability to provide customers with this exemption. If this happens, Environmental Services could lose customers.

Environmental Services could incur liability in connection with providing spill response services.

        Although Environmental Services is generally exempt from liability under the federal Clean Water Act for its own actions and omissions in providing spill response services, this exemption would not apply if it was found to have been grossly negligent or to have engaged in willful misconduct, or if it fails to provide these services in compliance with the Clean Water Act. In addition, the exemption under the federal Clean Water Act would not protect Environmental Services against liability for personal injury or wrongful death, or against prosecution under other federal or state laws. While most of the U.S. states in which Environmental Services provides services have adopted similar exemptions, several states have not. If a court or other applicable authority determines that Environmental Services is not eligible for federal or state exemptions from liability in providing spill response services, Environmental Services could be liable together with the local contractor and the responsible party for any resulting damages, including damages caused by others.

Inland River Services is subject to variation in freight rates.

        Freight transportation rates may fluctuate from year to year as the amount of cargo transported on the inland waterways varies as a result of various factors, such as global economic conditions and business cycles, domestic and international agricultural production and demand and foreign currency exchange rates. Barge participation in the industry will also vary year to year and is dependent on the number of barges built and retired from service. Extended periods of high barge availability and low cargo demand could adversely impact Inland River Services.

Inland River Services' results of operations can be adversely by the decline in U.S. grain exports.

        Inland River Services' business is significantly affected by the level of grain export volume handled through Gulf of Mexico ports. Grain exports can vary due to causes that include crop harvest yield levels in the U.S. and abroad. A shortage of available grain overseas can increase demand for U.S. grain. Conversely, an abundance of grain overseas can decrease demand for U.S. grain. A decline in exports could result in excess barge capacity, which would likely lower freight rates earned by Inland River Services.

Inland River Services' results of operations can be adversely affected by international economic and political factors.

        The actions of foreign governments could affect the import and export of the dry-bulk commodities typically transported by Inland River Services. Foreign trade agreements and each country's adherence to the terms of such agreements can raise or lower demand for U.S. imports and exports of the dry-bulk commodities Inland River Services transports. National and international

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boycotts and embargoes of other countries' or U.S. imports and/or exports together with the raising or lowering of tariff rates will affect the demand for transportation of the cargoes Inland River Services transports. These actions or developments could have an adverse impact Inland River Services.

Inland River Services' results of operations are affected by seasonal activity.

        Inland River Services' business is seasonal, and its quarterly revenues and profits have historically been lower during the first and second quarters of the year (January through June) and higher during the third and fourth quarters (July through December) during the grain harvest.

Inland River Services' results of operations are affected by adverse weather and river conditions.

        Weather patterns can affect river levels and cause ice conditions that can hamper barge navigation during the winter months. Locks on river systems may be closed for maintenance or other causes, which may delay barge movements. These conditions could adversely impact Inland River Services.

Inland River Services faces intense competition and there are few barriers to entry.

        There can be no assurance that competition will not adversely impact Inland River Services.

Inland River Services' results of operations could be materially and adversely affected by fuel price fluctuations.

        Inland River Services purchases towboat and fleeting services and fuel from third party vendors. Increases in the prices of fuel or services will impact Inland River Services' costs, which could adversely affect its results of operations.

We may incur significant costs, liabilities and penalties in complying with government regulations.

        Government regulations, such as international conventions, federal, state and local laws and regulations in jurisdictions where we operate, have a significant impact on our business. These regulations relate to worker health and safety, the manning, construction and operation of vessels, oil spills and other aspects of our business. Risks of incurring substantial compliance costs and liabilities and penalties for non-compliance, particularly with respect to environmental laws and regulations, are inherent in our business. We cannot predict whether we will incur such costs or penalties in the future.

Our insurance coverage may be inadequate to protect us from the liabilities that could arise in our businesses.

        We maintain insurance coverage against the risks related to our businesses. There can be no assurance, however, that our existing insurance coverage can be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. If a loss occurs that is partially or completely uninsured, we could be exposed to substantial liability.

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Our global operations are subject to currency exchange risks.

        In some of our foreign businesses, we collect revenues and pay expenses in local currency. If the value of foreign currencies (in particular the value of the Pound Sterling, the currency in the United Kingdom, where most of our currency exchange risk arises) decline against the U.S. dollar and we do not or are not able to minimize the effects of such fluctuations through currency hedging arrangements, our operating results may be adversely affected. There can be no assurance that we will not incur losses in the future as a result of currency exchange rate fluctuations.

Our failure to attract and retain qualified personnel could have an adverse effect on our business.

        The ability to attract and retain skilled personnel across all of our business segments is an important factor in our future success. The market for the personnel we employ is very competitive. We cannot be certain that we will be successful in this process in the future.

Risk Related to our Common Stock

Limitations on foreign ownership of our common stock may restrict investments in our common stock.

        We are subject to the Shipping Act, 1916, as amended, and the Merchant Marine Act of 1920, as amended, which govern, among other things, the ownership and operation of vessels used to carry cargo between U.S. ports. These Acts require that vessels engaged in the U.S. coastwise trade be (i) owned by U.S. citizens and (ii) built in the United States. For a corporation engaged in the U.S. coastwise trade to be deemed a citizen of the U.S., among other things, at least 75% of the interest in such corporation must be owned by U.S. "Citizens" (as defined in those Acts). To facilitate compliance with these Acts, we have adopted a dual stock certification system to help determine such ownership. Our certificate of incorporation limits ownership by foreigners to 22.9%. Should we fail to comply with the U.S. citizenship requirements of the Acts, we would be prohibited from operating our vessels in the U.S. coastwise trade during the period of such non-compliance.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Certain of the statements contained in this prospectus are "forward-looking" statements as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words "expect", "believe", "intend", "estimate", "anticipate", "project", "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements which address future operating performance, events or developments that we expect or anticipate will occur in the future, and statements expressing general optimism about future operating results, are forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. As and when made, management believes that these forward-looking statements are reasonable. However, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        Factors exist that could cause our actual results to differ materially from the expected results described in or underlying our company's forward-looking statements. Some of such factors are described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Cautionary Statements" in this prospectus, and include:

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the cyclical nature of the oil and gas industry,



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adequacy of insurance coverage,



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currency exchange fluctuations,



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changes in foreign political, military and economic conditions,



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the ongoing need to replace aging vessels,



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dependence of our offshore marine services on several customers,



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our ability to comply with governmental regulations, including environmental and safety regulations,



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dependence of spill response revenue on the number and size of spills and upon continuing government regulation in this area, industry fleet capacity,



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changes in foreign and domestic oil and gas exploration and production activity,



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competition, vessel-related risks,



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effects of adverse weather conditions and seasonality on our aviation services,



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helicopter-related risks,



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our ability to integrate effectively the operations of Seabulk International into our own;



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effects of adverse weather and river conditions and seasonality on inland river operations,



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the level of grain export volume,



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the effect of fuel prices on barge towing costs,



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variability in freight rates for inland river barges,



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changes in the National Response Corporation's Oil Spill Removal Organization ("OSRO") classification,



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liability in connection with providing spill response services,

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a decline in demand for domestic refined petroleum products, crude oil or chemical products or a change in existing methods of delivery that affects Seabulk's tanker and towing operations,



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construction of additional refined petroleum product, natural gas or crude oil pipelines,



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Seabulk's ongoing protection under the Jones Act,



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Seabulk being required to phase out some of its single hull tankers from petroleum product transportation service in U.S. waters,



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restrictions imposed by the Shipping Acts on the amount of foreign ownership of our common stock, and



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the effect of international economic and political factors on inland river operations and various other matters, many of which are beyond our control.

        Accordingly, there can be no assurance that the forward-looking statements contained herein will occur or that objectives will be achieved. All written and verbal forward-looking statements attributable to SEACOR Holdings Inc. or persons acting on our behalf are expressly qualified in their entirety by such factors.

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USE OF PROCEEDS

        We will not receive any proceeds from the sale of the shares. All proceeds from the sale of SEACOR common stock pursuant to this prospectus will be made for the account of the selling shareholders, as described below.

SELLING STOCKHOLDERS

        The following table sets forth information with respect to the number of shares of SEACOR common stock owned by the selling stockholders which may be offerd pursuant to this prospectus. The information in the table below is current as of July 15, 2005. The shares described in this prospectus are being registered to permit public secondary trading of the shares, and the selling stockholders may offer the shares for resale from time to time.

        In addition to sales pursuant to this prospectus, the selling stockholders may sell, transfer or otherwise dispose of all or a portion of the shares owned by it in a transaction or a series of transacations exempt from the registration requirements of the Securities Act of 1933, as amended (referred to herein as the "Securities Act"), including transactions pursuant to Rule 144 under the Securities Act.

        There can be no assurance that the selling stockholders will sell any or all of the shares of SEACOR common stock offered hereunder.

Name of Selling Stockholders		Amount and Nature of Beneficial Ownership(1)		Percentage of Class
C/R Marine GP Corp.(2) c/o Riverstone Holdings LLC 712 Fifth Avenue, 19th Floor New York, New York 10019		1,479,535		6.0	%
Nautilus Acquisition, L.P.(3) c/o Credit Suisse First Boston Private Equity, Inc. Eleven Madison Avenue New York, New York 10010		3,184,360		12.9

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(1)

The information contained in the table above reflects "beneficial ownership" of the common stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of common stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares issuable upon the exercise of outstanding stock options exercisable within 60 days after the date of this prospectus.

(2)

According to a Schedule 13G filed on July 7, 2005 jointly by a group consisting of C/R Marine Domestic Partnership, L.P., C/R Marine Non-U.S. Partnership, L.P., C/R Marine Coinvestment, L.P., C/R Marine Coinvestment II, L.P. and C/R Marine GP Corp., these reporting persons have shared voting and dispositive pwoer as to the following number of shares: C/R Marine Domestic Partnership, L.P.: 328,30; C/R Marine Non-U.S. Partnership, L.P.: 1,012,285; C/R Marine Coinvestment, L.P.: 138,173 and C/R Marine Coinvestment II, L.P.: 697. Each of the foregoing entities disclaims beneficial ownership of any shares of Common Stock owned by any other of the foregoing entities. As the sole general partner of each of the foregoing entities, C/R Marine GP Corp. is the beneficial owner of 1,479,535 shares of Common Stock and exercises investment discretion and control over the Common Stock held by each of the foregoing entities, and may be deemed to have the power to dispose or direct the disposition of the shares of Common Stock that each of the foregoing entities holds and to vote or direct the vote of such shares of Common Stock. William 3. Conway, Jr., Daniel A. D'Aniello, David M. Rubenstein, Pierre F. Lapeyre, Jr., David M. Leuschen and Jim H. Derryberry, as the sole stockholders of C/R Marine GP Corp., may be deemed to share beneficial ownership of the share shown as beneficially owned by the foregoing entities and C/R Marine GP Corp. Such persons disclaim any such beneficial ownership.

13

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(3)

According to a Schedule 13G filed on July 15, 2005 jointly by a group consisting of Nautilus Acquisition L.P. ("Nautilus"), Nautilus Intermidiary, L.P. ("Nautilus Intermediary"), Nautilus AIV, L.P. ("Nautilus AIV"), Nautilus GO, LLC ("Nautilus Special GP"), Credit Suisse First Boston, Private Equity, Inc. ("CSFBPE" and, togehter with Nautilus, Nautilus Intermediary, Nautilus AIV and Nautilus Special GP, the "Nautilus Entities"), Merkur-Nautilus Holdings, LLC ("Merkur-Nautilus"), Tunrham-Nautilus Holdings, LLC ("Turnham-Nautilus"), Martin Merkur ("Merkur"), Robert C. Turnham, Jr. ("Turnham"), W.M. Craig ("Craig") and Credit Suisse (the "Bank"), on behalf of itself and its subsidiaries, to the extent they constitute the Credit Suisse First Boston business unit, excluding Asset Management (the "CSFB Entities"), each of the Nautilus Entities has shared voting and dispositive power with respect to the shares of Common Stock held by Nautilus. However, the partnership agreements of each of Nautilus, Nautilus Intermediary, and Nautilus AIV grants, directly or indirectly, the ultimate voting and dispositive power with respect to the shares of Common Stock held by Nautilus to Nautilus Special GP. The CSFB Entities disclaim beneficial ownership of the Common Stock. Merkur-Nautilus, Turnham-Nautilus, Merkur, Turnham and Craig disclaim beneficial ownership of the share of Common Stock held by Nautilus. The address of the principal business office of Nautilus Special GP, Turnham-Nautilus and Turnham is 808 Travis Street, Suite 1320 Houston, Texas 77002. The address of the principal business office of Merkur-Nautilus and Merkur is 2188 Clover Court East Meadow, New York 11554. The address of Craig is 1716 NW Farewell Drive Bend, Oregon. The address of the principal business office of the Bank is Uetilbergstrasse 231 P.O. Box 900 CH 8070 Zurich, Switzerland.

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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

        Our common stock, $0.01 par value, is listed on the New York Stock Exchange or NYSE under the trading symbol "CKH." The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the New York Stock Exchange.

        We have not paid any cash dividends in respect of our common stock since our inception in December 1989 and have no present intention to pay any dividends in the foreseeable future. Instead, we intend to retain earnings for working capital and to finance the expansion of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend upon, among other factors, our earnings, financial condition, capital requirements, level of indebtedness and contractual restrictions, including the provisions of our revolving credit facility.

        The payment of future cash dividends, if any, would be made only from assets legally available and would also depend on our financial condition, results of operations, current and anticipated capital requirements, plans for expansion, restrictions under then existing indebtedness and other factors deemed relevant by our board of directors in its sole discretion.

        As of June 30, 2005, there were 127 holders of record of our common stock.

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UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL DATA

        The following unaudited pro forma condensed combined balance sheet as of March 31, 2005 and unaudited pro forma condensed combined statements of income for the three months ended March 31, 2005 and for the year ended December 31, 2004 (collectively the "pro forma statements") are based on the historical financial statements of SEACOR and Seabulk after giving effect for the Seabulk merger using the purchase method of accounting and our preliminary estimates, assumptions and pro forma adjustments as described in the accompanying notes to the pro forma statements. The pro forma statements are presented for informational purposes only and have been derived from, and should be read in conjunction with, the historical consolidated financial statements of SEACOR and Seabulk, including the notes thereto. Certain reclassifications of information as presented in the historical financial statements of SEACOR and Seabulk included elsewhere herein have been made to conform to the presentation of the pro forma statements.

        The unaudited pro forma condensed combined balance sheet as of March 31, 2005 gives effect to the Seabulk merger as if it had occurred on that date. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2005 and for the year ended December 31, 2004 have been prepared to illustrate the effects of the Seabulk merger as if it had occurred on January 1, 2005 and 2004, respectively. Preliminary estimates, assumptions and pro forma adjustments to state the assets and liabilities of Seabulk to be acquired at fair value are as of March 31, 2005. Under the terms of the merger agreement, Seabulk's stockholders received 0.2694 of a share of SEACOR common stock plus cash of $4.00 for each issued and outstanding share of Seabulk common stock. Based on SEACOR's closing price of $64.30 on June 30, 2005, Seabulk stockholders received approximately $21.32 in SEACOR stock and cash for each share of Seabulk.

        The pro forma adjustments, as described in the notes to the pro forma statements, are based on currently available information that we believe are reasonable. These adjustments are not necessarily indicative of SEACOR's future financial position or results of operations. Pro forma adjustments reflect an allocation of the purchase price, material charges, credits and related tax effects that are directly attributable to the Seabulk merger and to conform Seabulk's accounting policies with those of SEACOR. Certain pro forma adjustments were based on a preliminary assessment of the value of assets and liabilities acquired as part of the Seabulk merger. However, changes to adjustments included in the pro forma statements are expected as valuations of assets and liabilities are finalized and additional information becomes available. The final purchase price allocations for the Seabulk merger will be affected by formal valuation analysis of certain assets by outside appraisal firms and may result in material adjustments to the amounts presented in the pro forma statements. Furthermore, the impact of integration activities and the finalization of charges and credits directly attributable to the merger could also cause actual results to materially differ from the pro forma statements presented herein.

16

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Unaudited Condensed Combined Pro Forma Balance Sheet
As of March 31, 2005
(in thousands)

17

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Notes to Unaudited Condensed Combined Pro Forma Balance Sheet
As of March 31, 2005

(a)

The preliminary estimated consideration is allocated as follows (in thousands, except share data):

(b)

Represents the elimination of Seabulk's capitalized non-fuel inventories and supplies relating to its offshore marine vessel fleet to conform with SEACOR's accounting policy.

(c)

Represents preliminary purchase price adjustments to state Seabulk's acquired property and equipment at its estimated fair value of $882.5 million. Final purchase price adjustments based on the final valuation may materially differ from our preliminary estimates presented herein. Deferred tax liabilities associated with non-deductible fair market value adjustments were calculated using an income tax rate of 35% as the future depreciation of the fair market value adjustments will not be tax deductible.

(d)

Represents the elimination of Seabulk's deferred drydocking expense to conform with SEACOR's accounting policy.

(e)

Represents the elimination of Seabulk's deferred debt issuance costs as a result of stating its long-term debt at fair value (see note g).

(f)

Represents accrued payments related to various employment agreements among Seabulk and its senior officers triggered by the Seabulk merger and reserves for potential redundancies of personnel.

(g)

Represents the revaluation of Seabulk's remaining outstanding senior notes, after the elimination of $11.5 million par value of senior notes held by SEACOR (see note h), and Seabulk's Title XI debt to their estimated fair values. All other long-term debt and capital lease obligations of

18

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Seabulk are considered to approximate fair value in the pro forma statements. Final purchase price adjustments based on the final valuation of these Seabulk obligations may materially differ from our preliminary estimate presented herein.

(h)

Represents the elimination of SEACOR's investment in Seabulk's senior notes, stated at a fair value of $13.2 million, and the related unrealized gain of $0.8 million, net of $0.4 million in tax, against Seabulk's corresponding long-term debt of $11.5 million par value. The premium over par paid by SEACOR for its investment in Seabulk's senior notes of $0.5 million is included as additional consideration paid in the Seabulk merger.

(i)

Represents additional net deferred tax liabilities of $83.2 million recognized as a result of net of tax adjustments relating to the preliminary allocation of consideration (see note a), offset by reductions in Seabulk's valuation allowance of $39.6 million (see note a and as discussed below) and in SEACOR's deferred tax liability for unrealized gains on marketable securities of $0.4 million (see note h). As of March 31, 2005, Seabulk had estimated outstanding deferred tax assets of $187.0 million (primarily net operating loss carryforwards and foreign tax credits), deferred tax liabilities of $127.4 million (primarily property differences) and recognized a valuation allowance of $59.6 million to offset the entire net deferred asset. The utilization of Seabulk's net operating loss carryforwards by the combined group will be subject to significant limitations; however, we have assumed that its entire net deferred tax asset will be realized except for $20.0 million of foreign tax credits for purposes of the pro forma statements. The final determination of these limitations may materially differ from our preliminary estimate presented herein.

(j)

Represents the total increase in capital for the combined group, comprised of SEACOR stock consideration of $430.9 million issued as a result of the Seabulk merger, offset by the historical net book value of Seabulk of $212.8 million.

(k)

Represents the elimination of Seabulk unvested restricted stock as a result of accelerated vesting triggered by the Seabulk merger.

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Unaudited Condensed Combined Pro Forma Statement of Income
For the Three Months Ended March 31, 2005
(in thousands, except per share data)

			SEACOR			Seabulk			Adjustments			Pro Forma Condensed Combined
Operating Revenues			$	165,185		$	95,581		$	—		$	260,766
Cost and Expenses:
	Operating expenses			115,601			54,544			(2,843	)(a)		167,302
	Administrative and general			18,495			9,568			—			28,063
	Depreciation and amortization			18,282			9,903			9,998	(b)		38,183
				152,378			74,015			7,155			233,548
Gain (Loss) on Asset Sales				13,516			(130	)		—			13,386
Operating Income				26,323			21,436			(7,155	)		40,604
Other Income (Expense):
	Interest income			3,679			146			—			3,825
	Interest expense			(7,591	)		(9,426	)		404	(c)		(16,613	)
	Other, net			4,295			(8	)		—			4,287
				383			(9,288	)		404			(8,501	)
Income Before Income Tax Expense, Minority Interest Equity in Earnings of 50% or Less Owned Companies, and Discontinued Operations				26,706			12,148			(6,751	)		32,103
Income Tax Expense				9,740			968			1,029	(d)		11,737
Income Before Minority Interest, Equity in Earnings of 50% or Less Owned Companies and Discontinued Operations				16,966			11,180			(7,780	)		20,366
Minority Interest in Net Loss of Subsidiaries				34			—			—			34
Equity in Earnings of 50% or Less Owned Companies				1,617			—			—			1,617
Discontinued Operations				(26	)		—			—			(26	)
Net Income			$	18,591		$	11,180		$	(7,780	)	$	21,991
Basic Earnings Per Common Share			$	1.02		$	0.48					$	0.88
Diluted Earnings Per Common Share			$	0.90		$	0.46					$	0.81
Weighted Average Common Shares Outstanding:
	Basic			18,249			23,327						24,891
	Diluted			21,908			24,273						28,550

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Notes to Unaudited Condensed Combined Pro Forma Statement of Income
For the Three Months Ended March 31, 2005

(a)

Represents the elimination of Seabulk's capitalized non-fuel inventories and supplies amortization of $0.2 million and a $2.6 million reduction to restate Seabulk's drydock costs to an as incurred basis to conform with SEACOR's accounting policy.

(b)

Represents the restatement of Seabulk's depreciation expense to $19.9 million resulting from our preliminary valuation of its property and equipment of $882.5 million and to conform with SEACOR's accounting policies regarding depreciable useful lives and salvage values.

(c)

Represents the elimination of Seabulk's deferred debt issuance costs and premium amortization of $0.4 million.

(d)

Represents the restatement of Seabulk's Income Tax Expense to an effective tax rate of 37% as a result of the recognition of Seabulk's net operating carryforwards by the combined group.

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Unaudited Condensed Combined Pro Forma Statement of Income
For the Year Ended December 31, 2004
(in thousands, except per share data)

			SEACOR			Seabulk			Adjustments			Pro Forma Condensed Combined
Operating Revenues			$	491,860		$	352,328		$	—		$	844,188
Cost and Expenses:
	Operating expenses			354,163			218,039			(3,242	)(a)		568,960
	Administrative and general			61,425			37,526			—			98,951
	Depreciation and amortization			57,834			40,537			39,063	(b)		137,434
				473,422			296,102			35,821			805,345
Gains on Asset Sales				10,234			4,116			—			14,350
Operating Income				28,672			60,342			(35,821	)		53,193
Other Income (Expense):
	Interest income			8,422			309			—			8,731
	Interest expense			(22,485	)		(33,888	)		1,645	(c)		(54,728	)
	Other, net			9,677			4,624			—			14,301
				(4,386	)		(28,955	)		1,645			(31,696	)
Income Before Income Tax Expense, Minority Interest and Equity in Earnings of 50% or Less Owned Companies				24,286			31,387			(34,176	)		21,497
Income Tax Expense (Benefit)				8,573			5,189			(6,221	)(d)		7,541
Income Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies				15,713			26,198			(27,955	)		13,956
Minority Interest in Net Income of Subsidiaries				(483	)		(264	)		—			(747	)
Equity in Earnings of 50% or Less Owned Companies				4,659			—			—			4,659
Net Income			$	19,889		$	25,934		$	(27,955	)	$	17,868
Basic Earnings Per Common Share			$	1.09		$	1.11					$	0.72
Diluted Earnings Per Common Share			$	1.08		$	1.09					$	0.72
Weighted Average Common Shares Outstanding:
	Basic			18,306			23,264						24,948
	Diluted			18,609			23,761						25,252

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Notes to Unaudited Condensed Combined Pro Forma Statement of Income
For the Year Ended December 31, 2004

(a)

Represents the elimination of Seabulk's capitalized non-fuel inventories and supplies amortization of $0.6 million and a $2.6 million reduction to restate Seabulk's drydock costs to an as incurred basis to conform with SEACOR's accounting policy.

(b)

Represents the restatement of Seabulk's depreciation expense to $79.6 million resulting from our preliminary valuation of its property and equipment of $882.5 million and to conform with SEACOR's accounting policies regarding depreciable useful lives and salvage values.

(c)

Represents the elimination of Seabulk's deferred debt issuance costs and premium amortization of $1.7 million offset by an expected net increase of $0.1 million resulting from the revaluation of Seabulk's senior notes and Title XI debt.

(d)

Represents the restatement of Seabulk's Income Tax Expense to an effective tax rate of 37% as a result of the recognition of Seabulk's net operating carryforwards by the combined group.

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SELECTED HISTORICAL FINANCIAL INFORMATION

        The following table sets forth, for the periods and at the dates indicated, selected historical and consolidated financial data for us, in thousands of dollars, except per share data. Such financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements included elsewhere in this prospectus.

			Year Ended December 31,															Three Months Ended March 31,
			2004			2003			2002			2001			2000			2005			2004
Operating Revenues:
Offshore Marine Services			$	286,721		$	316,116		$	367,969		$	399,123		$	276,931		$	80,350		$	66,016
Environmental Services				115,014			44,045			22,087			26,847			24,996			35,893			16,392
Inland Services(1)				66,568			27,859			12,607			9,598			1,092			25,530			8,576
Helicopter Services(2)				27,180			20,604			—			—			—			21,599			5,827
Drilling(3)				—			—			—			—			37,380			2,276			—
Elimination and Other				(3,623	)		(2,415	)		495			(778	)		(458	)		(463	)		(837	)
			$	491,860		$	406,209		$	403,158		$	434,790		$	339,941		$	165,185		$	95,974
Operating Income (Loss)			$	28,672		$	23,251		$	52,392		$	100,965		$	55,380		$	26,323		$	(4,455	)
Other Income (Expenses):
Net interest expense			$	(14,063	)	$	(11,782	)	$	(8,231	)	$	(8,452	)	$	(10,027	)		(3,912	)		(3,999	)
Other income (expense)(4)				9,677			9,980			21,981			11,208			16,305			4,295			3,413
			$	(4,386	)	$	(1,802	)	$	13,750		$	2,756		$	6,278		$	383		$	(586	)
Net Income (Loss)			$	19,889		$	11,954		$	46,587		$	70,701		$	34,120		$	18,591		$	(2,964	)
Income Per Share:(5)
Basic			$	1.09		$	0.63		$	2.33		$	3.63		$	2.02		$	1.02		$	(0.16	)
Diluted				1.08			0.63			2.28			3.43			1.92		$	0.90		$	(0.16	)
Statement of Cash Flows Data:
Cash provided by operating activities			$	32,976		$	44,996		$	66,795		$	111,420		$	65,251		$	42,816		$	6,370
Cash provided by (used in) investing activities				(316,572	)		(1,741	)		6,167			(76,638	)		(31,012	)		143,130			(29,882	)
Cash provided by (used in) financing activities				231,725			(127,525	)		87,205			(77,455	)		14,222			(3,370	)		(3,725	)
Balance Sheet Data (at period end):
Cash and cash equivalents, marketable securities and construction reserve funds			$	495,387		$	438,131		$	525,931		$	258,055		$	347,159		$	615,153		$	495,387
Total assets				1,766,009			1,402,611			1,487,107			1,298,138			1,132,730			1,778,953			1,766,009
Long-term debt				582,367			332,179			402,118			256,675			377,955			582,416			582,367
Stockholders' equity				793,757			770,446			804,951			743,698			552,552			811,932			793,757
Capital Expenditures			$	200,052		$	161,842		$	139,706		$	107,445		$	73,750		$	34,307			18,818

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Operating Data:
Offshore Marine Services:
	Fleet Count, at period end(6)			212			235			301			325			305			207			228
	Overall Fleet Utilization(7)			84.5	%		76.7	%		78.5	%		81.1	%		75.7	%		83.5	%		78.6	%
Rates Per Day Worked by Vessel Type:(8)(9)
	Anchor Handling Towing Supply		$	12,223		$	12,406		$	13,067		$	13,548		$	11,410		$	15,106		$	10,865
	Crew			3,463			3,225			3,216			3,313			2,645			3,996			3,297
	Mini-Supply			2,974			3,029			2,854			3,071			2,041			3,111			2,976
	Standby Safety			7,850			6,697			5,935			5,448			5,328			8,229			7,694
	Supply and Towing Supply			8,197			7,554			7,985			7,771			5,251			9,068			7,265
	Utility			—			1,773			1,755			1,895			1,609			—			—
Helicopter Count, at period end				127			41			36			N/A			N/A			120			43
Barge Count, at period end				1,092			784			535			338			262			1,124			792

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(1)

Inland River Services commenced operations in the third quarter of 2000 with our acquisition of SCF.

(2)

Helicopter Services commenced operations in December 2002 with our acquisition of Tex-Air.

(3)

As a consequence of our majority ownership, we consolidated the reporting of financial information of Chiles until our ownership interest was reduced in September 2000, at which time we began using the equity method of accounting for our ownership interest until the Chiles Merger in August of 2002.

(4)

Other income (expense) principally includes gains and losses from the sale of marketable securities, derivative transactions, the sale of investments in 50% or less owned companies, foreign currency transactions and debt extinguishment. Other income in 2002 additionally included gains resulting from the Chiles Merger and 2000 also included a gain upon the sale of shares of Chiles.

(5)

Computations of basic and diluted income per common share give effect for SEACOR's June 15, 2000 three-for-two stock split.

(6)

Offshore Marine Services' fleet includes vessels owned, chartered-in, managed, pooled and joint ventured.

(7)

Utilization with respect to any period is the ratio of the aggregate number of days worked for all offshore vessels that are owned and bareboat chartered-in to total calendar days available during such period.

(8)

Rate per day worked with respect to any period is the ratio of total time charter revenues earned by offshore vessels that are owned and chartered-in to the aggregate number of days worked by offshore vessels during such period.

(9)

Revenues for certain vessels included in the calculation of rates per day worked are earned in foreign currencies, primarily Pounds Sterling, and have been converted to U.S. dollars at the weighted average exchange rate for the periods indicated.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

        We own, operate, invest in, market and remarket equipment, primarily in the offshore oil and gas and marine transportation industries. We also provide emergency environmental response, remediation, and related services.

        We conduct our activities in four business segments: Offshore Marine Services is a worldwide provider of offshore energy marine support services with a fleet of 212 vessels; with 127 helicopters, Helicopter Services also primarily services the offshore energy markets with operations in the Gulf of Mexico and a small presence in Alaska. It also leases helicopters to third parties. Inland River Services operates over 1,000 dry cargo and 20 chemical tank barges throughout the U.S. inland waterways. Environmental Services is an international provider of oil spill response and preparedness services and also provides services to ships calling at U.S. ports, oil facilities, and installations.

        Offshore Marine Services, Helicopter Services and Inland River Services are highly capital-intensive businesses. To manage these businesses successfully over time, we believe it is often necessary to re-allocate capital among different classes of assets and across a variety of industries. In recent years, we have been pursuing a policy of diversifying our asset base by allocating capital into assets with differing cyclical profiles. To pursue this strategy, we manage our assets aggressively, responding quickly to opportunities to deploy or trade those assets. We believe that maintaining liquidity is important to provide the resources necessary to take advantage of opportunities.

        Our overall capital commitment to assets in the offshore oil and gas industry has remained fairly constant over the last three years. We believe that demand for both our marine and helicopter services in the offshore oil and gas industry will improve in the next year.

        The market for offshore oil and gas drilling has historically been cyclical. In 2002, activity in the offshore oil and gas industry markets worldwide began to decline and that downturn continued through the first half of 2004. Offshore drilling activity improved in the second half of 2004. Starting in the third quarter demand for support services began to improve. That improvement carried through to the fourth quarter. We expect offshore drilling activity to be sustained in 2005 and likely to continue into 2006. In the past, increased offshore drilling has been positive for marine support vessel operators as well as helicopter operators serving the offshore markets. We expect this historical link to lead to increased vessel and helicopter support activity.

        We continually assess our asset portfolio and are active in buying and selling second-hand equipment, as well as building and re-selling newly constructed equipment. In the last few years many older assets have been shed and the fleet mix has been adjusted.

        The acquisition of Era's helicopters has made the company's rotary wing fleet one of the largest serving the offshore energy business in the Gulf of Mexico. The acquisition will also diversify our service mix, adding firefighting capability and other services. While we will be providing "flight seeing" services in Alaska during the 2005 tourist season, it is not clear if we will continue this activity in the future.

        Our strategy envisions modernizing Helicopter Services' fleet eventually by reducing the number of different models operated and replacing older units with new equipment. We will also be looking to grow through acquisitions and joint ventures.

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        In 2001, we began expanding Inland River Services' business. Approximately 50% of the existing dry cargo barge fleet and 60% of the liquid cargo tank barge fleet operating on the U.S. inland waterways are over 20 years old. Our fleet is one of the most modern in the industry. In fact, we believe that there have been more retirements of old equipment than deliveries of new equipment in the last few years: 30% greater retirements for dry cargo barges and 14% greater for liquid barges over the last five years. As there have not been a large number of new dry cargo barges delivered in the last twelve months we believe that improvements observed in the second half of 2004 will carry forward into 2005.

        Increasing investment in our Inland River Services has served to diversify our portfolio of marine assets and to reduce our exposure to the offshore energy industry's cycles. Demand for our barges is dependent on different global economic forces and while that demand can fluctuate, we believe that the inland barge business is one of the businesses that over time will provide an attractive opportunity for capital investment.

        In addition to adding 651 owned dry cargo and chemical tank barges since 2000, we have invested in six towboats. Inland River Services transports dry bulk commodities by barge on the U.S. inland waterways and it manages its own barges and those owned by others through a pooling arrangement allowing for greater efficiencies in competing for cargoes. The tank barges are entered in a pooling arrangement managed by a third party and the towboats are bareboat chartered out and operated by a third party.

        We have also pursued diversification by continuing our expansion of environmental services. In addition to oil spill response services, we have continued to grow in emergency response, planning and preparation, and remediation services both domestically and internationally. We intend to continue the growth of this segment by competing for contracts internationally, pursuing selective acquisitions and developing additional business with existing clients.

Critical Accounting Policies

        General.    Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles; whereas, in other circumstances, we are required to make estimates, judgments and assumptions that we believe are reasonable based upon information available and which have a significant impact on the results it reports. Some accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our more critical accounting estimates are included in the discussion that follows. We also have other policies that are considered key accounting policies, such as revenue recognition; however, these policies do not meet the definition of critical accounting estimates, because they do not generally require us to make estimates or judgments that are difficult or subjective.

        Reserves for Doubtful Accounts Receivable.    Our reserves for doubtful accounts are based on estimates of losses related to customers' receivable balances. In establishing reserves, we assess customer credit quality as well as other factors and trends, including the age of receivable balances. Individual credit assessments are performed regularly. Once we complete our assessment of receivable balances due from customers, a determination is made as to the probability of default. A reserve is established when we view loss is likely and the level of reserves can fluctuate depending upon all of the factors mentioned above. Because amounts due us from individual customers can be significant, future

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adjustments to our reserve could be material if one or more customers' receivables are considered uncollectible.

        Goodwill.    Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. As a result of recording various business combinations, our book carrying value of goodwill totaled $28.8 million, or 2% of total assets, at December 31, 2004. We perform an annual review of goodwill and would more frequently if indictors of potential impairment exist, to determine if the recorded goodwill is impaired. Our impairment review process compares the fair value of the reporting unit to its book carrying value, including the goodwill related to the reporting unit. To determine the fair value, our review process uses the income method and is based on a discounted future cash flow approach that uses estimates, including the following for the reporting units: revenue, based on assumed market segment growth rates and our assumed market segment share, estimated costs and appropriate discount rates based on the particular business' weighted average cost of capital. These various estimates are reviewed annually and many are developed as part of our routine business planning and forecasting process. The inputs and outcomes of our discounted cash flow analysis are compared to available and comparable market data. We believe our estimates and assumptions are reasonable; however, variations from those estimates could produce materially different results. We have completed our annual impairment test of goodwill based upon carrying values as of December 31, 2004 and have determined there was no goodwill impairment.

        Investments in Business Ventures.    We hold less than majority investments in, and have receivables from, strategically aligned companies that totaled $47.9 million at December 31, 2004. We employ the equity method of accounting for investments in business ventures when we have the ability to exercise significant influence over the operating and financial policies of the venture. Significant influence is generally deemed to exist if we have between 20% and 50% of the voting rights of an investee. We perform regular reviews of each investee's financial condition, the business outlook for its products and services and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties in raising capital to continue operations, the investment is written down to a new cost basis when we expect the decline to be other-than-temporary. Actual results may vary from estimates due to the uncertainties regarding the projected financial performance of investees, the severity and expected duration of declines in value, and the available liquidity in the capital markets to support the continuing operations of the investees in which we have investments, all of which affect the application of this investment valuation policy.

        Impairment of Long-Lived Assets.    We assess the impairment of long-lived assets when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant under-performance of a business segment or an asset grouping contained therein in relation to expectations and significant negative industry or economic trends. Recoverability of assets that will continue to be used in our operations is measured by comparing the carrying amount of the asset grouping to the related total future net cash flows. If an asset grouping's carrying value is not recoverable through the related cash flows, the asset grouping is considered to be impaired. The impairment is measured by the difference between the asset grouping's carrying amount and its fair value, based on the best information available, including market prices or discounted cash flow analysis.

        Our offshore support vessels and many of our helicopters service offshore oil and gas companies that operate in a cyclical industry. We are required to exercise considerable judgment in assessing this cyclicality at the same time other events or changes in circumstances might indicate that the carrying amount of assets many not be recoverable. Furthermore, were we to be required to perform a

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recoverability test, considerable judgment would be employed in projecting future cash flows and any variations in those assumptions could cause a change in the results of the test.

        Self-insurance Liabilities.    We maintain business insurance programs with respect to our offshore support vessels that contain significant self-insured retention. In addition, we maintain a self-insured health benefit plan for our participating employees. We limit our exposure to the business insurance programs and health benefit plans by maintaining stop-loss and aggregate liability coverage. We make estimates to record expenses related to these programs based upon historical experience. To the extent that estimated self-insurance losses differ from actual losses realized, our insurance reserves could differ significantly and may result in either higher or lower insurance expense in future periods.

        Income Taxes.    We record a valuation allowance to reduce our deferred tax assets if it is more likely than not that some portion or all of the deferred assets will not be realized. While we have considered future taxable income and ongoing prudent and feasible tax strategies in assessing the need for the valuation allowance, if these estimates and assumptions change in the future, we may be required to adjust our valuation allowance. This could result in a charge to, or an increase in, income in the period such determination is made. At December 31, 2004, we had deferred tax assets totaling $29.9 million resulting primarily from net operating loss carryforwards expiring in 2023 and 2024 and foreign tax credit carryforwards expiring from 2010 through 2015. We believe that we will be able to utilize the remaining net operating loss carryforwards and net foreign tax credit carryforwards through the turnaround of existing temporary differences, future earnings, tax strategies or a combination thereof.

General

Offshore Marine Services

        Our fleet services oil and gas exploration and production facilities mainly in the Gulf of Mexico, the North Sea, Latin America and Mexico, West Africa and Asia. The number and type of vessels we operate and their rates per day worked and utilization levels are the key determinants of Offshore Marine Services' operating results and cash flows.

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

											Three Months Ended March 31,
Fleet
		2004			2003			2002			2005			2004
Rates Per Day Worked:
Anchor handling towing supply—Domestic		$	19,037		$	19,028		$	21,275		$	20,226		$	15,888
Anchor handling towing supply—Foreign			9,450			10,004			10,810			10,848			8,524
Crew—Domestic			3,257			2,993			3,072			3,842			3,040
Crew—Foreign			4,136			4,089			3,885			4,583			4,070
Geophysical, Freight and Other—Foreign			14,000			N/A			N/A			17,000			—

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Mini-supply—Domestic			2,919			3,001			2,825			3,088			2,919
Mini-supply—Foreign			3,565			3,462			3,559			5,171			3,477
Standby safety—Foreign			7,850			6,697			5,935			8,229			7,694
Supply—Domestic			6,650			6,369			7,541			7,924			6,300
Supply—Foreign			11,022			9,207			9,506			13,786			9,067
Towing supply—Domestic			6,823			6,252			7,439			9,061			6,055
Towing supply—Foreign			6,800			7,022			7,146			6,959			6,586
Utility—Domestic			N/A			1,773			1,755			N/A			N/A
Utilization:
Anchor handling towing supply—Domestic			79.7	%		64.2	%		74.1	%		91.3			68.2
Anchor handling towing supply—Foreign			74.7	%		81.5	%		79.4	%		73.2			61.5
Crew—Domestic			88.0	%		76.6	%		78.7	%		86.7			79.8
Crew—Foreign			93.5	%		85.6	%		88.9	%		83.6			93.6
Geophysical, Freight and Other—Foreign			59.7	%		N/A			N/A			33.3			N/A
Mini-supply—Domestic			87.4	%		88.5	%		86.9	%		81.5			81.5
Mini-supply—Foreign			81.4	%		89.7	%		87.3	%		16.1			82.8
Standby safety—Foreign			88.6	%		87.8	%		87.4	%		90.2			87.0
Supply—Domestic			72.7	%		61.3	%		88.2	%		74.5			71.7
Supply—Foreign			76.9	%		90.9	%		95.2	%		68.8			73.4
Towing supply—Domestic			76.4	%		97.3	%		93.3	%		83.9			56.7
Towing supply—Foreign			67.3	%		82.1	%		80.9	%		90.5			67.4
Utility—Domestic			N/A			55.9	%		60.6	%		N/A			N/A
Overall Fleet Utilization			84.5	%		76.7	%		78.5	%		83.5			78.6
Available Days:
Anchor handling towing supply—Domestic			1,129			1,825			1,766			470			304
Anchor handling towing supply—Foreign			2,960			3,961			5,992			704			724
Crew—Domestic			19,087			21,472			23,002			5,335			4,823
Crew—Foreign			5,492			5,045			4,411			1,448			1,365
Geophysical, Freight and Other—Domestic			91			365			600			90			91
Geophysical, Freight and Other—Foreign			142			N/A			N/A			N/A			N/A
Mini-supply—Domestic			9,676			10,300			8,864			2,330			2,457
Mini-supply—Foreign			957			650			365			134			273
Standby Safety—Foreign			7,686			7,349			7,647			1,890			1,911
Supply—Domestic			2,809			4,037			4,904			548			790
Supply—Foreign			3,386			4,091			4,234			620			910
Towing supply—Domestic			1,006			925			1,460			360			273
Towing supply—Foreign			3,347			4,676			5,304			810			1,026
Utility—Domestic			N/A			12,679			16,534			N/A			N/A
Overall Fleet Available Days			57,768			77,375			85,083			14,739			14,947

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        Unless we decide to remove a vessel from operational service, there is little reduction in daily running costs such as crew cost, insurance and other support expenses. As a result, direct vessel operating costs as a percentage of revenues may vary substantially due to changes in rates per day worked and utilization. In some instances the cost of lay-up would necessitate paying "redundancy" expenses thereby making it more economical to keep a vessel in service, even if current utilization and rates do not cover daily operating expenses. We do not believe, however, in keeping equipment in service simply to avoid the cost of redundancy and does so only when we expect that conditions will improve soon enough to make it impractical to release personnel and re-hire them on a timely basis.

        The aggregate cost of our operations primarily depends on the size and asset mix of the fleet. Offshore Marine Services' operating expenses include "daily running expenses," and other fixed costs. Daily running costs are primarily comprised of wages paid marine personnel, maintenance and repairs and insurance, which vary depending on equipment type, location and activity. Two significant components of maintenance and repair expenses are drydock and main engine overhaul costs. Vessel drydockings are regularly performed in accordance with applicable regulations as are main engine overhauls in accordance with manufacturers' recommendations. Should we undertake a disproportionate number of drydockings and or main engine overhauls in a particular fiscal year, comparative operating expense results may be affected. Depreciation and charter-in expenses are Offshore Marine Services' principal fixed costs. Depreciation depends on the acquisition costs of vessels and their related useful life assumptions. When vessels are sold and leased back, (bareboat chartered), depreciation and finance charges become indirectly assimilated into operating expenses via a lease payment.

        A portion of our operating revenues and expenses, primarily related to our North Sea operations are received and paid in Pounds Sterling. For financial statement reporting purposes, these amounts are translated into U.S. dollar equivalents at the weighted average exchange rates in effect during the applicable periods.

        We believe our strong financial condition, diverse fleet and broad geographical distribution of vessels assist us in weathering the effects of industry downturns. Our financial position also enables us to capitalize on opportunities as they develop for purchasing, mobilizing, or upgrading vessels to meet changing market conditions and optimize the financial performance of the fleet.

Environmental Services

        Environmental Services provides emergency oil spill and hazardous material response and industrial remediation services. Our customers are tank and non-tank vessel owner/operators, refiners and terminal operators, exploration and production facility operators, pipeline operators, power generating operators, airports and industrial companies. We assist our customers in complying with the requirements imposed on them by OPA 90, various state and municipal regulations and international marine conventions. We also offer consulting and planning services on a retainer and on an as-needed basis.

        Operating results and cash flows are very dependent on the number of spill responses in a given fiscal period and the magnitude of each spill. Consequently, spill response revenues and related income and cash flows can vary materially between comparable periods and the revenues from any one period is not indicative of a trend or of anticipated results in future periods. In 2003, Environmental Services had extensive operations in Iraq and in 2004, responded to a major oil spill on the Delaware River in the United States.

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        Costs of oil spill response activities can include payments to sub-contractors for labor, equipment and materials and/or the direct charge of labor, equipment and materials provided by Environmental Services. Profits earned on equipment intensive responses tend to be better than the profits earned on labor-intensive responses. The cost of equipment is largely fixed in relation to the capital investment whereas the cost of labor is variable. Further, labor costs can increase significantly when overtime payments are required as is typically the case with emergency responses that occur outside of normal business hours. Profit margins can also vary based on the use of our own personnel and equipment resources versus the use of third party personnel and equipment.

        We charge a retainer fee for ensuring by contract the availability (at predetermined rates) of our response services and equipment. Retainer services include employing a staff to supervise response to an oil spill emergency and maintaining specialized equipment, including marine equipment, in a ready state for emergency and spill response as contemplated by response plans filed by our customers in accordance with OPA 90 and various state regulations. Environmental Services maintains relationships with numerous environmental sub-contractors to assist with response operations and equipment maintenance and provide trained personnel for deploying equipment in a spill response.

        Environmental Services charges fees for its consulting and industrial and remediation services on both a time and material basis and on a fixed fee bid basis. In both cases the total fees charged are dependent upon the scope of work to be accomplished and the labor and equipment to carry it out. The margins on time and material services are more predictable and for the most part are larger. As with emergency response work, the margins on equipment intensive jobs are higher than labor-intensive jobs.

        The principal components of Environmental Services' operating expenses are salaries and related benefits for operating personnel, payments to subcontractors, equipment maintenance and depreciation. These expenses are primarily a function of regulatory requirements and the level of retainer, spill, consulting and other environmental business activities.

Inland River Services

        Inland River Services is primarily engaged in the operation of a fleet of dry cargo barges on the U.S. inland waterways in the U.S. and transports a range of dry-bulk commodities, such as grain, coal, aggregate, ore, steel, scrap steel and fertilizers.

        We embarked several years ago on a construction program to upgrade and modernize Inland River Services' fleet and intends to maintain a modern and productive fleet. At the end of 2004, the average age of the dry cargo barge fleet was less than 3 years which we believe is among the youngest fleets on the U.S. inland waterways system. We expect the younger fleet to enhance our customer service by improving availability and reliability due to reduced downtime for repairs. We also expect our younger fleet to reduce the amount of replacement capital expenditures needed in future years to maintain our fleet size and thus our revenue generating capacity.

        Generally, we believe the primary barriers to effective competitive entry into the U.S. inland waterways markets are the complexity of operations, consolidation of the towing industry and the difficulty in assembling a sufficiently large fleet to operate efficiently. A large fleet and experienced personnel are required for an operator to be efficient in the execution of voyages and its ability to spread risk. Competitive factors among established operators primarily include the price and availability of barges. In addition to reliability, barge operators must have equipment of a suitable type and in condition for a specific cargo.

        We generally charge a price per ton from a specific point of origin to a specific destination for the transportation of dry bulk commodities. Customers are permitted a specified number of days to load and discharge the cargo, and thereafter pay a per diem rate for extra time. From time to time, a small number of our dry cargo barges will be used for storage for a period prior to delivery.

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        As of December 31, 2004, 318 of our dry cargo barges are chartered to, and operated by, other operators for various periods of time for a fixed rate per day. We seek to maintain a balance in northbound and southbound cargo commitments in order to optimize fleet utilization. We also seek to balance our book of business between spot market and long-term commitments in order to provide a more stable cash flow while maintaining the opportunity to participate in the higher day rates primarily experienced during the fall grain harvest season. If factors such as the access to discharge destinations are suitable, we believe that dry cargo barge transportation provides a cost advantage over alternative modes of inland transportation as it provides the lowest unit cost of delivery for high volume bulk products.

        The majority of dry cargo barges owned and those leased-in and certain others managed for third parties participate in pooling arrangements. Pursuant to these pooling arrangements, operating revenues and voyage expenses are pooled and the net results are allocated to participants based upon the number of days the barges participate in the pool.

        In order to mitigate our exposure to market fluctuations in the cost of towing, fleeting, cleaning and switching services which are essential to Inland River Services' operation, we have established several preferred vendor relationships for those services.

        In 2004, Inland River Services earned 79%, 11% and 10% of its operating revenues from the participation in dry cargo barge pools that it managed, charter-out of dry cargo barges and operation of inland towboats and other activities, respectively. The following table presents, for the years indicated, Inland River Services' interest in the tons hauled, percentage of tons moved and percentage of operating revenues derived from the movement of cargo and earned from its participation in dry cargo barge pools.

		2004						2003						2002
(in thousands)		Tons		Percent of Tons		Percent of Revenues		Tons		Percent of Tons		Percent of Revenues		Tons		Percent of Tons		Percent of Revenues
Grain		1,690		41	%	43	%	886		44	%	49	%	390		47	%	42	%
Non-Grain		2,387		59	%	57	%	1,107		56	%	51	%	442		53	%	58	%
		4,077		100	%	100	%	1,993		100	%	100	%	832		100	%	100	%

        Dry cargo barge operating expenses are typically differentiated between those directly related to voyages and all other dry cargo barge operating costs. Cargo voyage expenses primarily include towing, switching, fleeting and cleaning costs; non-voyage related operating expenses include such costs as repairs, insurance and depreciation. For barges chartered-out, related expense is limited to depreciation.

        We have also invested in twenty 10,000 barrel ("bbl") chemical tank barges which are managed by and participate in a chemical tank barge pool with a third party experienced in that segment of the industry. We expect to take delivery of another sixteen of such barges during the first half of 2005. We believe that the investment in 10,000 bbl chemical tank barges represents an opportunity to benefit from increasing demand for modern equipment as older equipment is retired.

Helicopter Services

        Our helicopter services consist of the following distinct services, segregated by region or function: Gulf of Mexico Oil and Gas, Alaska Oil and Gas and Utility, Alaska Flightseeing, Firefighting, and Leasing.

        Helicopter Services' fleet principally provides transportation services to the offshore oil and gas exploration, development and production industry that operates in the Gulf of Mexico. The Era acquisition on December 31, 2004 approximately tripled the size of Helicopter Services' fleet to 127 helicopters and expanded the scope of its operations in the Gulf of Mexico. The Era acquisition has also allowed Helicopter Services to enter transportation services in the oil and gas industry and the flight-seeing tourist industry in Alaska and the forestry support industry in the western United States.

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        Helicopter Services' operating revenue depends on the demand for its transportation services and the pricing and terms of its contracts. As with our offshore marine operations, drilling activity is a major factor influencing demand for our equipment. We measure the demand for our helicopter services in flight hours. In the Gulf of Mexico and Alaska seasonal weather conditions impact revenue. In the Gulf of Mexico most operations are conducted during daylight: longer summer days afford the opportunity for more flight hours and revenues. We are working to diversify flight services by leasing out surplus aircraft. Another key source of revenues is forest fire control services throughout the western United States and Alaska tourism.

        Transportation services provided offshore oil and gas production customers represent a significant portion of our operations. Our offshore oil and gas industry customers' exploration and development activities are influenced by actual and expected trends in commodity prices for oil and gas. Exploration and development activities generally use medium size and larger aircraft on which we typically earn higher margins. Production related activities are less sensitive to variances in commodity prices, and accordingly provide a more stable activity base for our flight operations. We estimate that a majority of our current oil and gas operating revenue in Helicopter Services is related to production related activities of our customers. Drilling related activities affect the demand for our crew change services.

        Most of our flight services are provided under short-term contractual arrangements or on an as-needed basis under master service agreements. Term contracts are only occasionally available, and then they are usually confined to flying for major oil and gas companies. Our oil and gas, forestry support and other contracts are generally based on a two-tier rate structure consisting of a daily or monthly fixed fee plus additional fees for each hour flown. We also perform "ad hoc" services where our charges can be based on an hourly rate.

        Maintenance and repair expenses, employee compensation, insurance costs and fuel expenses represent a significant portion of Helicopter Services overall operating expenses. We expense maintenance and repair cost, including major aircraft component overhaul costs, as incurred. Third party vendors maintain certain major aircraft components, primarily engines and transmissions, under contractual arrangements. The maintenance costs related to these contractual arrangements are recorded ratably as the components are used. In addition to these variable operating expenses, we incur fixed charges for depreciation of our helicopters and other property and equipment.

        For accounting purposes, we depreciate our helicopters on a straight-line basis over their estimated useful lives to an estimated residual value of 30% of their original cost. We generally estimate the life of a helicopter to be no more than 12 years from the date of build.

        Increased offshore activity should increase demand for our helicopter services. We believe that in order for us to participate effectively in an improving market, Helicopter Services' fleet should be modernized. Our emphasis in our fleet renovation program has been and continues to be to invest in new technology equipment with enhanced safety features and greater performance characteristics than existing equipment. We believe we have had opportunities to negotiate and place orders for modern equipment at attractive prices.

        In measuring and evaluating our performance, we look at flight hours flown. In 2004 we operated 46 aircraft with an aggregate of 26,348 flight hours and in 2003 we operated 40 aircraft with an aggregate of 21,502 flight hours. These hours are only reflective of historical performance before the completion of the Era acquisition and therefore are not indicative of management's expectations for future flight hours for the Helicopter Services' increased fleet size.

Other Activities

        Our equity investee, Globe Wireless, has experienced negative cash flow. We presently expect Globe Wireless can achieve operating cash break-even without requiring additional equity funding from its shareholders. There can be no assurances that Globe Wireless' future operations will be successful. Should Globe Wireless be unable to meet its funding requirements, SEACOR would be required to

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commit additional funding or record an impairment charge with respect to its investment. As of December 31, 2004, our carrying value of our equity investment in Globe Wireless was $14.8 million.

Results of Operations

        The table below provides an analysis of our consolidated statements of income for each year indicated. See Note 14, "Major Customers and Segment Data" to our consolidated financial statements included in this prospectus for additional financial information about our business segments and geographical areas of operation. We commenced the separate reporting of our Inland River Services activities as a business segment in the first quarter of 2004 due to its increased significance from capital expansion and our Helicopter Services activities as a business segment in the fourth quarter of 2004 due to the expected increase in its significance following the acquisition of "Era" on December 31, 2004.

Consolidated Results

																					For the Three Months Ended March 31,
																															Percent Change
		2004					2003					2002					Percent Change				2005					2004
(in thousands)
		Amount			Percent		Amount			Percent		Amount			Percent		04/03		03/02		Amount			Percent		Amount			Percent		05/04
Operating Revenues:
Offshore Marine Services		$	286,721		58	%	$	316,116		78	%	$	367,969		91	%	(9	)%	(14	)%	$	80,350		49	%	$	66,016		69	%	22	%
Environmental Services			115,014		23	%		44,045		11	%		22,087		6	%	161	%	99	%		35,893		22	%		16,392		17	%	119	%
Inland River Services			66,568		14	%		27,859		7	%		12,607		3	%	139	%	121	%		25,530		15	%		8,576		9	%	198	%
Helicopter Services			27,180		6	%		20,604		5	%		—		0	%	32	%	100	%		21,599		13	%		5,827		6	%	271	%
Other			—		0	%		136		0	%		762		0	%	(100	)%	(82	)%		2,276		1	%		—		0	%	100	%
Eliminations			(3,623	)	(1	)%		(2,551	)	(1	)%		(267	)	0	%	42	%	855	%		(463	)	—			(837	)	(1	)%	(45	)%
			491,860		100	%		406,209		100	%		403,158		100	%	21	%	1	%	$	165,185		100	%	$	95,974		100	%	72	%
Operating Income(1)			28,672		6	%		23,251		6	%		52,392		13	%	23	%	(56	)%	$	26,323		16	%	$	(4,455	)	(4	)%	691	%
Other Income (Expense), net			(4,386	)	(1	)%		(1,802	)	(0	)%		13,750		4	%	143	%	(113	)%		383		0	%		(586	)	(1	)%	165	%
Income Before Taxes, Minority Interest and Equity Earnings			24,286		5	%		21,449		6	%		66,142		17	%	13	%	(68	)%		26,706		16	%		(5,041	)	(5	)%	630	%
Income Taxes			8,573		2	%		10,396		3	%		23,034		6	%	(18	)%	(55	)%		9,740		6	%		(1,502	)	1	%	748	%
Income Before Minority Interest and Equity Earnings			15,713		3	%		11,053		3	%		43,108		11	%	42	%	(74	)%		16,966		10	%		(3,539	)	(4	)%	579	%
Minority Interest			(483	)	0	%		(517	)	0	%		(226	)	0	%	(7	)%	129	%		34		0	%		5		0	%	580	%
Equity Earnings			4,659		1	%		1,418		0	%		3,705		1	%	229	%	(62	)%		1,617		1	%		570		1	%	184	%
Loss from Discontinued Operations			—		—			—		—			—		—		—		—			(26	)	0	%		—		0	%	100	%
Net Income		$	19,889		4	%	$	11,954		3	%	$	46,587		12	%	66	%	(74	)%	$	18,591		11	%	$	(2,964	)	(3	)%	727	%

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(1)

Includes net gains on asset sales of $10,234 in 2004, $17,522 in 2003 and $8,635 in 2002 resulting principally from the sale of offshore support vessels.

        In the three months ended March 31, 2005 ("Current Year Quarter"), consolidated net income was $18.6 million as compared to a consolidated net loss of $3.0 million in the three months ended March 31, 2004 ("Prior Year Quarter"). Increased operating profits earned by Offshore Marine Services, Environmental Services and Inland River Services were partly offset by increased operating losses of Helicopter Services. The Company's equity interest in the earnings of 50% or less owned companies also improved in the Current Year Quarter due principally to increased Offshore Marine Services' joint venture profits.

        Consolidated net income improved in fiscal 2004 due principally to the after-tax effect of a (i) $3.5 million increase in operating income, in which improved Inland River Services' and Environmental Services' profits exceeded declines in earnings of Offshore Marine Services and increased losses in Helicopter Services, (ii) $1.9 million non-recurring provision for a foreign tax credit valuation allowance recognized in 2003, (iii) $1.5 million increase in net interest expense, and (iv) $3.2 million increase in equity earnings.

        Consolidated net income declined in fiscal 2003 due principally to the after-tax effect of a (i) $18.9 million decline in operating income, in which lower Offshore Marine Services' profits and Helicopter Services losses exceeded the improvement in earnings of Environmental Services' and Inland River Services', (ii) $12.8 million non-recurring gain recognized in 2002 in connection with the Chiles

35

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Merger, (iii) $7.0 million increase in income from derivative transactions and the sale of marketable securities, (iv) $2.3 million increase in net interest expense, (v) $1.9 million provision for a foreign tax credit valuation allowance and (vi) $2.3 million decline in equity earnings.

Offshore Marine Services

																					For the Three Months Ended March 31,
		2004					2003					2002					Percent Change				2005					2004
(in thousands)
		Amount			Percent		Amount			Percent		Amount			Percent		04/03		03/02		Amount			Percent		Amount			Percent
Operating Revenues:
United States, primarily Gulf of Mexico		$	127,152		44	%	$	145,378		46	%	$	178,929		49	%	(13	)%	(19	)%	$	40,640		51	%	$	28,342		43	%
North Sea			73,120		26	%		73,550		23	%		89,060		24	%	(1	)%	(17	)%		18,033		22	%		16,935		26	%
West Africa			46,521		16	%		54,487		17	%		57,589		16	%	(15	)%	(5	)%		12,552		16	%		12,488		19	%
Latin America and Mexico			24,359		8	%		20,644		7	%		17,064		5	%	18	%	21	%		5,360		7	%		5,035		8	%
Asia			14,009		5	%		18,886		6	%		23,493		6	%	(26	)%	(20	)%		3,279		4	%		2,858		4	%
Other Foreign			1,560		1	%		3,171		1	%		1,834		0	%	(51	)%	73	%		486		0	%		358		0	%
		$	286,721		100	%	$	316,116		100	%	$	367,969		100	%	(9	)%	(14	)%	$	80,350		100	%	$	66,016		100	%
Operating Income		$	19,382		7	%	$	24,244		8	%	$	58,223		16	%	(20	)%	(58	)%	$	22,252		28	%	$	(1,525	)	(2	)%

        Operating Revenues.    Operating revenues increased significantly in the Current Year Quarter. Rates per day worked improved worldwide. Utilization improved for vessels in many of our operating regions. Operating revenues also improved as a result of fleet modernization, a net increase in the number of vessels entering time charter-out service upon concluding bareboat-out charter arrangements and a strengthening between years in the Pound Sterling currency relative to the U.S. dollar with respect to Offshore Marine Services' North Sea operations.

        Net vessel dispositions decreased operating revenues $27.4 million in fiscal 2004. Forty-three vessels were sold in the year, including 26 utility vessels "retired from service", and charters for 10 vessels were not renewed upon termination. Fleet dispositions were offset by the purchase of 16 vessels and the charter-in of 3 vessels. Declines in utilization and rates per day worked for our larger overseas vessels and Gulf of Mexico mini-supply vessels were partly offset by improved results from the operation of crew and standby safety vessels resulted in lowered operating revenues of approximately $4.6 million. Operating revenues also declined $5.0 million due primarily to a net increase in the number of vessels entering bareboat charter-out service upon concluding time charter-out arrangements. These declines were partly offset by an increase in reported operating revenues of $7.6 million that resulted from a strengthening between years in the Pound Sterling currency relative to the U.S. dollar with respect to Offshore Marine Services' North Sea operations.

        Reduced rates per day worked and utilization lowered operating revenues by $17.0 million and $15.4 million, respectively in fiscal 2003. Vessel demand was particularly weak in the Gulf of Mexico due to depressed rig utilization. Net fleet dispositions decreased operating revenues by $21.1 million. During 2003, 17 utility vessels were "retired from service" following our decision to divest ourselves of this vessel type. In addition, 57 vessels including 4 utility vessels that were previously classified as "retired from service" were sold and 10 chartered-in vessels were redelivered to owners upon charter termination. Fleet dispositions and those retired from service were offset by Offshore Marine Services' purchase of 9 vessels and charter-in of 6 vessels. Vessel additions reflected our strategy to modernize our fleet. Operating revenues also declined $3.3 million due principally to vessels entering bareboat charter-out service that previously operated under time charter-out arrangements. These declines were partly offset by an increase in reported operating revenues of $4.9 million that resulted from a strengthening between years in the Pound Sterling currency relative to the U.S. dollar with respect to Offshore Marine Services' North Sea operations.

        Operating Income (Loss).    Operating income improved due to those factors affecting operating revenues, a $9.5 million increase in gains on asset sales and a $0.9 million decline in administrative and general expenses that resulted from staff reductions. Improved operating income was partly offset by increased vessel operating expenses between years due principally to increased (i) seamen redundancy

36

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costs associated with workforce reductions, (ii) repair and maintenance expenses on towing and anchor handling towing supply vessels and (iii) fuel costs associated with our North Sea operations.

        Operating income was lower in fiscal 2004 due to decreases in utilization and rates per day worked as described above. Profits declined with reduced asset sale gains. Vessel operating expenses increased between years due principally to (i) the provisioning for loss contingencies with respect to insurance contract deductibles, (ii) higher seamen redundancy costs associated with workforce reductions, (iii) increased vessel importation fees in certain West African countries and (iv) a rise in compensation paid foreign seamen. These declines were partly offset by the replacement of underutilized older vessels with new, more profitable vessels. Declining fleet size resulted in administrative staff reductions and lower administrative costs.

        The decline in operating income in fiscal 2003 resulted from those factors affecting operating revenues, described above, and increased operating and administrative expenses. Additional vessel sale and leaseback transactions increased charter-in expenses. Reductions in the size of Offshore Marine Services fleet resulted in redundancy payments to both seamen and staff personnel. Vessel insurance premiums increased, as did compensation paid foreign seamen.

        Although there was an increase in reported operating revenue due to the strengthening in the Pound Sterling relative to the U.S. dollar, currency exchange rate fluctuations had no material effect on operating results, because Offshore Marine Services also pays its North Sea expenses in Pounds Sterling.

Environmental Services

																					For the Three Months Ended March 31,
		2004					2003					2002					Percent Change				2005					2004
(in thousands)
		Amount			Percent		Amount			Percent		Amount			Percent		04/03		03/02		Amount			Percent		Amount			Percent
Operating Revenues:
U.S.		$	105,691		92	%	$	26,251		60	%	$	20,084		91	%	303	%	31	%	$	31,298		87	%	$	15,517		95	%
Foreign			9,323		8	%		17,794		40	%		2,003		9	%	(48	)%	788	%		4,595		13	%		875		5	%
		$	115,014		100	%	$	44,045		100	%	$	22,087		100	%	161	%	99	%		35,893		100	%		16,392		100	%
Operating Income		$	11,985		10	%	$	9,128		21	%	$	1,026		5	%	31	%	790	%	$	4,564		13	%	$	954		6	%

        Operating Revenues.    Results improved in the Current Year Quarter due largely to increased spill response activities, retainer fees and expanded services internationally. Environmental Services continued its response in the Current Year Quarter to a major oil spill on the Delaware River that began in December 2004. Activities connected with that spill declined from the fourth quarter of 2004 and are expected to continue at lower levels in the second quarter of 2005. Retainer fees that we charged for ensuring by contract the availability of Environmental Services' response services and equipment to customers were increased in the Current Year Quarter. Environmental Services now also provides oil spill response services in the Caspian region.

        The operating results of Environmental Services are very dependent on the number of spill responses in a given period and the magnitude of each spill. Consequently, spill response revenues and related income can vary materially between comparable periods, and the operating revenues earned in any one period are not indicative of a trend or of anticipated results in future periods. Spill response activities approximated 51% of Environmental Services operating revenues in the Current Year Quarter as compared to 27% in the Prior Year Quarter.

        Results improved significantly in fiscal 2004 for two reasons: a $25.6 million increase in spill response revenue largely associated with the response to a major oil spill on the Delaware River and $37.3 million due to the acquisition in the fourth quarter of the prior year of NRCES, formerly Foss Environmental Services, Inc. Results also improved as a result of increased consulting and project management activities. Spill response activities approximated 49% of Environmental Services operating revenues in 2004.

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        Operating revenues increased in fiscal 2003 with the provisioning of spill response, spill management, containment, and remediation services in association with "Operation Iraqi Freedom" and the acquisition in the fourth quarter of 2003 of NRCES. Spill response activities approximated 41% of Environmental Services' operating revenues in 2003.

        Operating Income.    Operating income increased in the Current Year Quarter due to improved operating revenues and profitability on spill response and retainer activities.

        Although Environmental Services' operating income improved in 2004, profits as a percent of sales declined from the prior year. The Delaware River spill response required significant sub-contractor support that resulted in reduced profit margins.

        Operating income increased in 2003 due to those factors affecting operating revenues and a decline in depreciation expense. Profit margins earned on activities in Iraq were higher than those customarily earned on most spill response projects because of the associated level of risk and difficulty of logistical support. Depreciation expense declined as various assets reached the end of their depreciable lives.

Inland River Services

																					For the Three Months Ended March 31,
		2004					2003					2002					Percent Change				2005					2004
(in thousands)
		Amount			Percent		Amount			Percent		Amount			Percent		'04/'03		'03/'02		Amount			Percent		Amount			Percent
Operating Revenues (U.S. only)		$	66,568		100	%	$	27,859		100	%	$	12,607		100	%	139	%	121	%	$	25,530		100	%	$	8,576		100	%
Operating Income		$	16,896		25	%	$	5,222		19	%	$	3,504		28	%	224	%	49	%	$	7,664		30	%	$	1,016		12	%

        Operating Revenues.    Results improved in the Current Year Quarter due largely to fleet additions and improved freight rates. Inland River Services' owned and chartered-in barge fleet grew approximately 60% from 564 barges at March 31, 2004 to 901 barges at March 31, 2005. Inland River Services also acquired a majority interest in 3 towboats in July 2004. Freight rates improved as a result of increased demand for non-grain shipping capacity and a decline in barge availability within the industry caused by adverse river conditions.

        Barge and towboat fleet expansion, the hauling of greater freight volumes, higher freight rates and an increase in cargo stored aboard dry cargo barges improved results in fiscal 2004. The number of barges owned and chartered-in by Inland River Services increased 61% during the year to 876 barges at December 31, 2004. Freight volumes and rates increased due to the short supply of properly positioned dry cargo barges, increased non-grain loadings and improved harvest activity. Storage revenues also increased in fiscal 2004 due to higher levels of fertilizer imports and adverse river conditions during the winter months.

        Fleet expansion and the charter-in of additional barges improved operating revenues in fiscal 2003. The number of barges owned and chartered-in by Inland River Services increased 84% during the year to 543 barges at December 31, 2003.

        Operating Income.    Operating income increased in the Current Year Quarter due to barge fleet expansion and improved profitability that resulted from increased freight rates. These operating income improvements were partly offset by higher operating expenses. Towing expenses increased in the Current Year Quarter due primarily to higher fuel costs.

        Operating income increased in fiscal 2004 due to those factors affecting operating revenues. These improvements were partly offset by higher fuel costs and dry cargo barge lease costs for the charter-in of 182 barges that entered service in the second half of 2003. Operating income also improved as a percent of operating revenues due to increased freight rates.

        Operating income increased in fiscal 2003 due to those factors affecting operating revenues. "Start-up" and lease costs associated with the charter-in of 182 dry cargo barges in the second half of

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the year and increased dry cargo barge towing expenses, resulting from rising fuel costs, lowered Inland River Services operating income as a percent of operating revenues.

Helicopter Services

																					For the Three Months Ended March 31,
		2004					2003					2002					Percent Change				2005					2004
(in thousands)
		Amount			Percent		Amount			Percent		Amount			Percent		'04/'03		'03/'02		Amount			Percent		Amount			Percent
Operating Revenues (U.S. only)		$	27,180		100	%	$	20,604		100	%	$	—		—	%	32	%	N/A		$	21,599		100	%	$	5,827		100	%
Operating Loss		$	(4,344	)	16	%	$	(3,249	)	16	%	$	—		—	%	34	%	N/A		$	(4,395	)	(20	)%	$	(1,893	)	(32	)%

        Operating Revenues.    Fleet expansion resulting primarily from the December 31, 2004 Era acquisition improved operating revenues in the Current Year Quarter. Era owned 81 helicopters at acquisition.

        Fleet expansion improved results in fiscal 2004. Seven helicopters, including two that were leased-in from Era, entered service in the year.

        We completed the acquisition of Tex-Air's fleet of helicopters on December 31, 2002 and commenced helicopter operations on January 1, 2003 with a fleet of 36 helicopters. There were five net helicopter additions to Helicopter Services' fleet during the year.

        Operating Loss.    Due to the seasonal nature of tourism in Alaska, 19 helicopters were idle for most of the Current Year Quarter. In addition, 10 helicopters customarily engaged in fire-fighting service during the summer months were idle for most of the Current Year Quarter. Helicopter Services also schedules maintenance during the off-season for these 29 helicopters and hence maintains its staff to prepare this equipment for spring and summer operations. Inventory is used in conjunction with this preparation and its cost is expensed during the period in which it is consumed. The Current Year Quarter includes approximately $0.7 million of nonrecurring charges, principally associated with the integration of Era.

        An increase in expenses resulting from the commencement of operation of additional helicopters, including costs for mandatory FAA proving flights and flight and maintenance training related to introducing a new type of medium-sized twin engine helicopter, and major repairs to restore to service existing helicopters whose status was non-operational exceeded increases in operating revenues in fiscal 2004.

Corporate Expenses and Other included in Operating Income

															For the Three Months Ended March 31,
		Amount									Percent Change				2005					2004
(in thousands)
		2004			2003			2002			'04/'03		'03/'02		Amount			Percent		Amount			Percent
Corporate Expenses		$	15,330		$	11,926		$	11,165		29	%	7	%	$	4,183		111	%	$	3,007		100	%
Other			(83	)		168			(804	)	(149	)%	121	%		(421	)	(11	)%		—		0	%
		$	15,247		$	12,094		$	10,361		26	%	17	%	$	3,762		100	%	$	3,007		100	%

        Corporate expenses increased in the Current Year Quarter due to increased business development, public filing and incentive based compensation plan costs. Other operating income improved in the Current Year Quarter due to the acquisition of Era's Fixed Base Operation, which sells fuel and provides ground services to transient corporate aircraft at the Ted Stevens Anchorage International Airport.

        Expanded audit services necessary to comply with Section 404 of the Sarbanes-Oxley Act of 2002, higher performance based compensation payments and office facility costs and increased business development activities increased corporate administrative and general expenses in fiscal 2004.

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Other Income (Expenses), net

											For the Three Months Ended March 31,
(in thousands)
		2004			2003			2002			2005			2004
Net Interest Expense		$	(14,063	)	$	(11,782	)	$	(8,231	)	$	(3,912	)	$	(3,999	)
Debt Extinguishment Expense			—			(2,091	)		(2,338	)		—			—
Gain Upon Sale of Shares of Chiles			—			—			19,719			—			—
Derivative Income (Loss), net			1,166			2,389			(5,043	)		(1,590	)		79
Foreign Currency Transaction Gains, net			1,537			3,739			6,281			(549	)		466
Marketable Securities Sale Gains, net			6,435			6,595			3,218			6,234			2,749
Other, net			539			(652	)		144			200			119
		$	(4,386	)	$	(1,802	)	$	13,750		$	383		$	(586	)

        Net interest expense remained steady in the Current Year Quarter. Increased interest income on temporary cash investments was offset by increased interest expense primarily resulting from our sale in December 2004 of $250.0 million of our 2.875% convertible senior debentures.

        Derivative transactions, primarily related to foreign currency contracts, resulted in losses in the Current Year Quarter as compared to income in the Prior Year Quarter.

        Net other expense increased in fiscal 2004. Net interest expense rose between years as a decline in vessel construction activity decreased capitalized interest and short-term borrowings increased between years. Prior year's results included non-recurring income associated with an expired derivative position that hedged our common stock investment in ENSCO. Foreign currency transaction gains were also lower in the year. These increases in expenses or decreases in income were partly offset by the non-recurrence of debt extinguishment expenses and losses associated with impairment in an investment that was accounted for using the cost method.

        We recognized net other expense in fiscal 2003 as compared to net other income in the prior year. An increase in interest expense resulting from our issuance in September 2002 of our 5⁷/8% Senior Notes Due October 2012 (the "5⁷/8% Notes") and declining interest income was partly offset by increased capitalized interest relating to vessel construction. 2002 included a non-recurring gain that resulted from the Chiles Merger. Foreign currency transaction gains declined between years. Results in 2003 included a $1.2 million impairment charge with respect to an investment that was accounted for using the cost method. These increases in expenses or decreases in income were partly offset by improved results from derivative positions that hedged our common stock investment in ENSCO and the non-recurrence of losses from U.S. Treasury rate locks. Equity security sale gains also improved between years.

        Net foreign currency exchange gains for all periods result primarily from the effect of currency exchange rate changes on intercompany loans (denominated in Pounds Sterling) and other transactions denominated in currencies other than the functional currency of various SEACOR subsidiaries. In recent years, the Pound Sterling currency strengthened against the U.S. dollar. Marketable securities sale gains in all reported periods include net gains from the sale of equity and fixed income marketable securities and short-sale positions. Our sale in December 2004 of our 2.875% Convertible Senior Debentures due December 15, 2024 (the "2.875% Notes") is expected to increase interest expense in 2005.

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Income Taxes

        Our effective income tax rate of 48.5% in 2003 was due primarily to the provision of a $1.9 million valuation allowance for foreign tax credits that may expire before utilization and a $0.5 million tax consequence of non-deductible expenses.

        As a result of the American Jobs Creation Act of 2004, we believe we will be in the position to repatriate, for a limited time, accumulated foreign earnings at an effective federal tax rate of 5.25%, which would result in tax obligations significantly less than the deferred taxes previously provided for our unremitted earnings of foreign subsidiaries. We are exploring the full impact of the legislation and expects to finalize our repatriation plan during the second quarter of 2005; however, the income tax benefit of such repatriation plan cannot be reasonably estimated at this time. We will recognize the income tax benefit of this special "one-time dividends received deduction" during the period that we have decided on a plan for repatriation.

Equity Earnings

        Equity earnings increased in 2004. A provision in the prior year for U.S. income taxes payable on dividends received from a joint venture did not recur. An improvement in profits earned by our offshore marine joint venture in Mexico was partly offset by a loss recognized upon our sale of our equity interest in an offshore marine joint venture in Asia. Profits rose for the handy-max bulk carrier vessel in which our joint ventures with strengthening demand for dry-cargo shipping services. We recorded a $0.5 million impairment charge during the year with respect to an investment in an entity that develops and sells software to the ship brokerage and shipping industry.

        Results for 2003 declined due primarily to a $1.6 million charge for U.S. income taxes payable on a dividend received from Offshore Marine Services' joint venture in Mexico. Earnings were also reduced by $1.1 million as we ceased to report equity in the earnings of Chiles following the Chiles Merger in 2002 and as a result of lower profits earned by Offshore Marine Services' joint ventures operating in Trinidad, Singapore and the U.K. Weak demand lowered joint venture results in Trinidad. Two vessels operating in Asia were sold at a loss. Significant repairs were performed on a North Sea joint venture vessel. Declines were partly offset by improved results from Offshore Marine Services' joint venture results in Argentina, Chile and Brazil due to increased vessel utilization and fleet growth. The operating losses of Globe Wireless declined between years. Prior year results included an impairment charge relating to our investment in an entity that develops and sells software to the ship brokerage and shipping industry.

Loss from Discontinued Operations

        On December 31, 2004, we acquired 16 fixed wing aircraft in the Era acquisition. On May 27, 2005, we announced that we had entered into an agreement to sell this fixed wing business. Its operating results, a slight loss during the Current Year Quarter, have been reported as "Discontinued Operations" in the Consolidated Results of Operations. At March 31, 2005, assets and related liabilities of the fixed wing business, amounting to $23.0 million and $6.5 million, respectively, and one acquired Era helicopter, valued at $2.1 million, were held for sale. Held for sale assets and related liabilities have been reported in "Prepaid expenses and other current assets" and "Other current liabilities", respectively, in the Condensed Consolidated Balance Sheets.

Liquidity and Capital Resources

General

        Our ongoing liquidity requirements arise primarily from the funding of working capital needs, acquisition, construction or improvement of equipment, repayment of debt obligations, repurchase of

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common stock and purchase of other investments. Principal sources of liquidity are cash balances, marketable securities, construction reserve funds, cash flows from operations and borrowings under our revolving credit facility although, from time to time, we may issue debt, shares of Common Stock, preferred stock, or a combination thereof, or sell vessels and other assets to finance the acquisition of equipment and businesses or make improvements to existing equipment. Fleet size, rates of hire and utilization of our offshore support vessels, inland barges and helicopters and the number and severity of oil spills managed by Environmental Services primarily determine our levels of operating cash flows.

Summary of Cash Flows

											For the Three Months Ended March 31,
(in thousands)
		2004			2003			2002			2005			2004
Cash Provided by or (used in):
Operating Activities		$	32,976		$	44,996		$	66,795		$	42,816		$	6,370
Investing Activities			(316,572	)		(1,741	)		6,167			143,130			(29,882	)
Financing Activities			231,725			(127,525	)		87,205			(3,370	)		(3,725	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents			3,125			5,359			1,485			(1,564	)		1,461
Net Increase (Decrease) in Cash and Cash Equivalents		$	(48,746	)	$	(78,911	)	$	161,652		$	181,012		$	(25,776	)

Operating Activities

        Cash flows from operating activities increased in the Current Year Quarter due primarily to improved operating results in Offshore Marine Services, Environmental Services and Inland River Services (see Consolidated Results of Operations discussion above), and the favorable effect of changes in working capital.

        Weak demand for vessels resulting from depressed drilling activities during the first half of 2004 and declines in the size of Offshore Marine Services' fleet lowered our cash flows provided by operating activities in 2004 and 2003. Declines were partly offset by improved operating cash flows of Inland River Services and Environmental Services. The size of our barge fleet increased significantly in 2004 and 2003 and major oil spill response activities occurred in those same years. Helicopter Services, which commenced operations January 1, 2003, approximated cash flow breakeven in 2004 and incurred a modest cash flow loss in 2003.

Investing Activities

        Our capital expenditure activities in recent years reflect our strategy to diversify our asset base by allocating capital into assets of differing industries. In recent years, we have sold vessels to reduce our overall exposure to older assets in Offshore Marine Services and have acquired other vessels to adjust the mix of our fleet. We have also significantly expanded our investment in inland barging assets in recent years and are committed to acquiring newer, more capable helicopter equipment for servicing the offshore oil and gas industry.

        Cash flows from investing activities increased in the Current Year Quarter primarily from increased proceeds from equipment and marketable securities sales and decreased deposits in construction reserve funds for future purchase of vessels or barges. These additional cash flows were partially offset by an increase in equipment purchases. We sold 10 vessels and other equipment and acquired 25 new

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dry cargo covered hopper barges, 7 new chemical tank barges and 1 new offshore support vessel in the Current Year Quarter.

        In 2004, capital expenditures increased 24% to $200.1 million, and in 2003, capital expenditures increased 16% to $161.8 million. Sixteen vessels, 333 barges and 6 helicopters were acquired in 2004. Ten vessels, 91 barges and 12 helicopters were acquired in 2003. Cash flows from the sale of equipment, principally vessels, decreased 53% to $67.9 million in 2004 and 12% to $143.8 million in 2003. We sold 43 vessels in 2004 and 56 vessels in 2003. Vessels sold in 2004 and 2003 included 26 and 28 utility vessels, respectively. With continued weak demand and operating losses in Offshore Marine Services' utility vessel fleet, we decided in 2003 to divest of this vessel type. Subsequent to December 31, 2004, we sold 7 offshore support vessels for aggregate consideration of $95.1 million. An additional vessel is expected to be sold on or about March 21, 2005.

        For many years, we have maintained construction reserve funds with the U.S. Maritime Administration that were established pursuant to Section 511 of the Merchant Marine Act, 1936, as amended. In accordance with this statute, we have been permitted to deposit vessel sale proceeds into construction reserve fund accounts for purposes of acquiring new U.S.-flag vessels and thereby qualifying for temporary deferral of taxable gains realized from sale of vessels. We and the U.S. Maritime Administration control these accounts jointly. From date of deposit, withdrawals from the jointly controlled construction reserve fund accounts are subject to prior written approval of the U.S. Maritime Administration, and the funds on deposit must be committed for expenditure within three years or be released for our general use. In prior years, we have used these funds to acquire vessels and, in 2004, have also used some of the funds to acquire barges. Any such gains from vessel sales previously deferred would become immediately taxable upon release to us of sale proceeds that were deposited into jointly controlled construction reserve fund accounts. We set-aside cash in construction reserve fund accounts during both 2004 and 2003. At December 31, 2004 we held $144.0 million in construction reserve funds.

        Cash used in investing activities for corporate acquisition transactions increased $110.4 million in 2004 and $7.6 million in 2003. We acquired Era in 2004 and Foss Environmental Services Company in 2003. Investing activities with Offshore Marine Services' joint ventures provided cash flows of $10.1 million in 2004 and $5.5 million in 2003 resulting from the repayment of loans and distribution of dividends to us. The net results of marketable securities sale/purchase transactions and derivative transactions used cash flows of $50.0 million in 2004 and provided cash flows of $47.4 million in 2003.

        Our unfunded capital commitments as of March 31, 2005 for 4 new and 4 used offshore support vessels, 20 new dry cargo covered hopper barges, 9 new chemical tank barges, 32 new helicopters and other equipment totaled $356.5 million. Of these commitments, we have has the right to terminate our purchase obligation relating to 20 helicopters without liability other than the payment of liquidated damages. Deliveries of the offshore support vessels, dry cargo covered hopper barges, chemical tank barges and other equipment are expected throughout 2005. Deliveries of the 32 helicopters are expected from 2005 through 2009.

        In addition to the purchase commitments discussed above, we have placed refundable deposits on 13 additional new helicopters.

Stock and Debt Repurchases

        In 2004, 2003 and 2002, we acquired 370,490, 1,518,116 and 459,700 shares of Common Stock for treasury, respectively, at an aggregate cost of $14.9 million, $56.5 million and $18.5 million, respectively. As of December 31, 2004, $43.3 million of repurchase authority granted by our board of directors remains available for the acquisition of additional shares of Common Stock and our 7.2% Notes and 5⁷/8% Notes. Securities are acquired from time to time through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

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        During the Current Year Quarter, we acquired a total of 84,647 shares of Common Stock for treasury at an aggregate cost of $5.6 million. As of March 31, 2005, $37.7 million of repurchase authority granted by our board of directors remains available for acquisition of additional shares of Common Stock and our 7.2% Notes and our 5⁷/8% Notes.

Period		Total Number Of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Value of Shares that may Yet be Purchased under the Plans or Programs (in thousands)
10/01/04–10/31/04		—			N/A		—		$	43,264
11/01/04–11/30/04		—			N/A		—		$	43,264
12/01/04–12/31/04		—			N/A		—		$	43,264
01/01/05–01/31/05		—			N/A		—		$	43,264
02/01/05–02/28/05		7,687		$	62.95		7,687		$	42,781
03/01/05–03/31/05		76,960		$	65.97		76,960		$	37,704

Financial Position and Capital Resources

        Financial Position.    Our total assets were $1.8 billion as of March 31, 2005. Our combined cash, available-for-sale securities and construction reserve funds increased 24% to $615.2 million and represented 35% of total assets at quarter end. Net property and equipment decreased 9% to $845.4 million and represented 48% of total assets at quarter end. Net working capital increased 20% to $545.5 million. Our total assets increased 26% to $1.8 billion in 2004. Net property and equipment rose 25% to $926 million in 2004, representing 52% of total assets at year end and increased as a result of those factors discussed above in investing activities. Working capital increased 24% to $456.2 million due primarily to (i) our sale in December of our 2.875% Notes, (ii) cash provided from current operations, (iii) increased trade accounts receivable that resulted from the response to a major oil spill in December, the Era acquisition, barge fleet growth, and improved vessel activity in the second half of the year and (iv) the inclusion of Era's regional airline "held for sale" assets in prepaid and other assets. These increases were partly offset by (i) net cash used in capital asset investing activities, (ii) cash paid to acquire Era, (iii) cash set aside in construction reserve funds, (iv) purchases of Common Stock (v) an increase in current debt obligations related to a vessel purchase, (vi) an increase in accounts payable and accrued expenses resulting from those factors affecting trade accounts receivable discussed above and (vii) increases in accrued liabilities related to the short sale of securities.

        Financing.    We generally borrow on a long-term basis, and our long-term debt obligations at each of March 31, 2005 and December 31, 2004 totaled $582.4 million as compared to $332.2 million at December 31, 2003. Long-term debt increased in 2004 with SEACOR's completion in December of the sale of $250.0 million aggregate principal amount of our 2.875% Notes. In addition to its 2.875% Notes, SEACOR's outstanding long-term debt at December 31, 2004 primarily included $200.0 million owing under its 5⁷/8% Notes and $134.5 million owing under its 7.2% Notes.

        In 2003, we reduced the amount of our debt obligations principally with repayment of amounts owing under our 5³/8% Notes, 7.2% Notes and notes due former stockholders of an acquired company. Through the sale of our 5⁷/8% notes and repayment of various other outstanding debts in 2002 and 2003, we increased the average life of our funded debt obligations, extending the dates on which principal repayment obligations fall due.

        On December 20, 2004, we took delivery of an offshore marine vessel and, under the terms of a lease then purchase arrangement, the builder has in substance provided us with $13.2 million of short-term financing with respect to the vessel's purchase price. We are required to make minimal monthly lease payments until June 2005, when we are obligated to purchase vessel at a fixed price.

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        We have $196.2 million available for use under a five year, non-reducing, unsecured revolving credit facility that terminates in February 2007. Advances under this revolving credit facility are available for general corporate purposes. Interest on advances will be charged at a rate per annum of LIBOR plus an applicable margin of 65 to 150 basis points based upon our credit rating as determined by Standard and Poor's and Moody's. Adjustments to the applicable margin are the only consequence of a change in our credit rating. We are not required to maintain a credit rating under the terms of the facility agreement, and if we do not maintain a credit rating, the applicable margin would be determined by financial ratios. The revolving credit facility contains various restrictive covenants covering interest coverage, secured debt to total capitalization, funded debt to total capitalization ratios, the maintenance of a minimum level of consolidated net worth, as well as other customary covenants, representations and warranties, funding conditions and events of default. The revolving credit facility contains no repayment triggers. During 2004, we borrowed and repaid outstanding advances totaling $50.0 million. As of December 31, 2004, we had outstanding letters of credit of $3.8 million advanced under our revolving credit facility.

        We use major capital markets and bank financing to meet certain of our financing requirements. We have not historically experienced difficulty in obtaining financing or refinancing existing debt. We manage our debt portfolio in response to changes in interest rates by periodically retiring, redeeming and repurchasing debt.

        Short and Long-Term Liquidity Requirements.    We anticipate we will continue to generate positive cash flows from operations in the near term and these cash flows will be adequate to meet our working capital requirements and contribute toward defraying costs of our capital expenditures. As in the past and in further support of our acquisition and capital expenditure programs, we intend to sell vessels, enter into sale and leaseback transactions for vessels, utilize construction reserve funds, utilize borrowing capacity under our revolving credit facility, or a combination thereof. To the extent we rely on existing cash balances, proceeds from the sale of available-for-sale securities or construction reserve funds, our liquidity would be reduced.

        Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for working capital, capital expenditures and a reasonable return on shareholders' investment. We believe that earning such operating profits will permit us to maintain our access to favorably priced debt, equity and/or off-balance sheet financing arrangements. With the cyclical nature of the energy business and the recent adverse effect it has had on our results of operations and cash flows, we have adopted a strategy of reducing our overall dependency on this industry and reinvesting certain of our capital resources in Inland River Services.

Off-Balance Sheet Arrangements

        At December 31, 2004, we guaranteed up to $8.7 million with respect to amounts owing pursuant to a vessel charter agreement between our Mexican joint venture and the owner of the chartered vessels. Our guarantee declines over the life of the charter and terminates in 2009.

        At December 31, 2004, we guaranteed up to $4.1 million with respect to amounts owing pursuant to a vessel charter agreement between a U.S. joint venture entity in which we own a 50% interest and the owner of the chartered vessel. Our guarantee declines over the life of the charter and terminates in 2008.

        At December 31, 2004, we guaranteed up to $1.1 million with respect to amounts owing pursuant to a vessel charter agreement between our Chilean joint venture entity in which we own a 50% interest and the owner of the chartered vessel. Our guarantee declines over the life of the charter and terminates in 2008.

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        At December 31, 2004, we guaranteed up to $1.5 million with respect to amounts owed by Singapore joint venture entity in which we own a 50% interest under a five-year banking facility to finance the construction of two new crew boats. The vessels are to be used to perform a five-year contract with a major oil company in Brunei.

        At December 31, 2004, we guaranteed up to $1.4 million as security for the performance of a contract between SESMEKE Ltd., a joint venture in which we have a 50% interest, with Botas International Limited for the provision of oil spill response and related services in Turkey to the Baku-Tblisis-Ceyhan Crude Oil Export Pipeline. Provision of this performance guaranty was a condition to the contract in Turkey.

Contractual Obligations and Commercial Commitments

        The following table summarizes our contractual obligations and other commercial commitments and their aggregate maturities as of December 31, 2004.

		Payments Due By Period
(in thousands)		Total			Less than 1 Year			1–3 Years			3–5 Years			After 5 Years
Contractual Obligations:
Long-term Debt(1)		$	878,337		$	42,027		$	57,268		$	188,919		$	590,123
Capital Purchase Obligations(2)			270,593			62,825			108,611			99,157			—
Operating Leases(3)			79,602			22,932			31,814			16,279			8,577
Purchase Obligations(4)			4,798			4,798			—			—			—
Other(5)			5,112			—			1,645			681			2,786
		$	1,238,442		$	132,582		$	199,338		$	305,036		$	601,486
Other Commercial Commitments:
Joint Venture Guarantees(6)			16,810			3,790			5,487			7,533			—
Letters of Credit			3,837			3,075			762			—			—
			20,647			6,865			6,249			7,533			—
		$	1,259,089		$	139,447		$	205,587		$	312,569		$	601,486

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(1)

Maturities of our borrowings and interest payments based on contractual terms.

(2)

Capital purchase obligations represent commitments for the purchase of property, plant and equipment. These commitments are not recorded as liabilities on our balance sheet at December 31, 2004 as we have not yet received the goods or taken title to the property. Subsequent to December 31, 2004, we committed to purchase one new and four used offshore marine vessels and twenty new dry cargo barges for $101.4 million.

(3)

Primarily leases of vessels, helicopters and barges.

(4)

Includes our purchase order commitments outstanding at December 31, 2004 with respect to goods and services to be acquired in the ordinary course of business. These orders are fulfilled by our vendors within short-time horizons.

(5)

Other primarily includes deferred compensation arrangements, refundable deposits and statutorily defined severance obligations.

(6)

Includes guarantees of amounts owing by entities in which we own 50% or less under charter arrangements with vessel owners, a loan agreement for the construction of two vessels and an oil spill response service contract. In the case of guarantees relating to the charter arrangements and

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loan agreement, obligations thereunder decline over time. The guarantees terminate at various dates through 2009.

Effects of Inflation

        Our operations expose us to the effects of inflation. Although we do not consider the effects of inflation to be material to our operating revenues or income from continuing operations, in the event that inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating and financing costs.

Related Party Transactions

        We manage barge pools as part of our Inland River Services segment. Pursuant to the pooling agreements, operating revenues and expenses of participating barges in a pool are combined and the net results are allocated to participating barge owners based upon the number of days any one participating owner's barges bear to the total number of days of all barges participating in a pool. Mr. Fabrikant, the Chief Executive Officer of SEACOR, companies controlled by Mr. Fabrikant and trusts for the benefit of Mr. Fabrikant's two children own barges that participated in the barge pools managed by us prior to our acquisition of SCF and since then, they have continued to participate in that barge pool. In 2004, 2003 and 2002, Mr. Fabrikant and his affiliates earned $0.6 million, $0.4 million and $0.4 million, respectively, of net barge pool results (after payment of $0.1 million, $0.1 million and $0.1 million, respectively, in management fees to us). As of December 31, 2004 and 2003, we owed Mr. Fabrikant and his affiliates $0.3 million and $0.2 million, respectively, for undistributed net barge pool results. Mr. Fabrikant and his affiliates participate in the barge pool on the same terms and conditions as other pool participants who are unrelated to us.

        During the second quarter of 2004 pursuant to a provision agreed in connection with our acquisition of Stirling Shipping Holdings Limited in May 2001, we entered into a revenue sharing pooling agreement with Harrisons (Offshore) Limited ("Harrisons"), a Scottish company in which Mr. James Cowderoy, a director of SEACOR, is a shareholder and managing director. Under the pooling agreement, the revenue from two supply vessels owned by us and two supply vessels owned by Harrisons operating in the North Sea was shared pursuant to an agreed allocation formula and Seacor was paid a fee for commercially managing the pool. During 2004, Harrisons earned approximately $0.3 million of additional revenues under the pooling agreement and we earned approximately $0.04 million of management fees. As of December 31, 2004, there was $0.2 million of unpaid pooling allocations due to Harrisons from us under the terms of the pooling agreement. There was no activity under the pooling agreement in 2003 and 2002. The pooling agreement was terminated in February 2005.

Contingencies

        In connection with an examination of our income tax returns for fiscal years 2000 and 2001, the Internal Revenue Service ("IRS") previously indicated that it was considering whether to propose a change in the manner in which vessel assets are classified for purposes of depreciation and asserted deficiencies with respect to the deduction of certain other expenses. Settlements have been reached with the IRS on all outstanding issues resulting in no material impact to our financial position or results of operations.

        In the normal course of our business, we become involved in various litigation matters including, among other things, claims by third parties for alleged property damages, personal injuries and other matters. While we believe we have meritorious defenses against these claims, management has used estimates in determining our potential exposure and has recorded reserves in our financial statements related thereto where appropriate. It is possible that a change in our estimates of that exposure could

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occur, but we do not expect such changes in estimated costs will have a material effect on our financial position or results of our operations.

New Accounting Pronouncement

        On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of the SFAS 123 disclosure of pro forma net income and earnings per share, as reported in "Note 1—Nature of Operations and Accounting Policies". We will adopt the provisions of Statement 123(R) on January 1, 2006 using the "modified prospective" approach, recognizing compensation expense for all unvested employee stock options as of that date and for all subsequent employee stock options granted thereafter.

Quantitative and Qualitative Disclosures about Market Risk

        We have foreign currency exchange risks primarily related to our vessel operations that are conducted from ports located in the United Kingdom where our functional currency is Pounds Sterling. Net consolidated assets of £86.5 million, are included in our consolidated balance sheet, after translation to U.S. dollars, at December 31, 2004. In addition, SEACOR has provided cash advances to these operations of $44.4 million, or £23.2 million, as of December 31, 2004. SEACOR considers these advances to be intercompany loans with payment expected in the foreseeable future. A 10% weakening in the exchange rate of the Pound Sterling against the U.S. dollar as of December 31, 2004 would reduce other comprehensive income by approximately $8.8 million, net of tax, due to translation and would reduce income by approximately $2.0 million, net of tax, due to foreign currency losses on the revaluing of intercompany advance transactions.

        At December 31, 2004, we held available-for-sale securities with a fair value of $137.0 million, including $55.5 million in fixed income investments and $81.5 million in equity securities. The fixed income investments were comprised of $39.9 million in United States Treasury notes maturing within two years and $15.6 million in corporate notes maturing within nine years. From time to time, we may increase our level of investment in fixed income securities that have included U.S. government bonds, U.K. government bonds, state and municipal bonds, and corporate notes with maturities ranging from a few months to many years. The fair value of such investments fluctuates based on the general level of interest rates and the creditworthiness of the issuers of the securities. When making substantial investments in fixed income securities, we manage our risk associated with these investments by maintaining a ladder of maturities and analyzing the creditworthiness of issuers. Our equity securities primarily include positions in energy, marine, and other related businesses, including a significant position in ENSCO. We monitor our investments in available-for-sale securities on a regular basis and dispose of investments when we judge the risk profile to be too high or when we believe that the investments have reached an attractive valuation. A 10% decline in the value of available-for-sale securities as of December 31, 2004 would reduce other comprehensive income by $8.9 million, net of tax.

        In order to partially hedge the fluctuation in market value for part of our common stock position in ENSCO that resulted from the Chiles Merger, we entered into various transactions (commonly known as "costless collars") during 2002 with a major financial institution on 1,000,000 shares of

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ENSCO common stock. The costless collar transactions were terminated in the second quarter of 2003 with neither party having a payment obligation under these transactions.

        At December 31, 2004, we held positions in short sales of marketable equity securities with a fair value of $22.1 million. Our short sales of marketable equity securities primarily include positions in energy, marine, and other related businesses. A 10% increase in the value of equity securities underlying our short sale positions as of December 31, 2004 would reduce income and comprehensive income by $1.4 million, net of tax.

        Our debt is primarily in fixed interest rate instruments. While the fair value of these debt instruments will vary with changes in interest rates, we have fixed most of our cash flow requirements and operations are not significantly affected by interest rate fluctuations. Our only significant variable rate debt instrument is our revolving credit facility, under which we had no outstanding borrowings at December 31, 2004. While available for liquidity requirements, we have not historically utilized significant portions of the revolving credit facility for any extended period of time and thus has not been significantly impacted by fluctuations in interest rates.

        In order to reduce our cost of capital, we entered into swap agreements during the fourth quarter of 2001 and second quarter of 2002 with a major financial institution with respect to $41.0 million of our 7.2% Notes. Under each such agreement, the financial institution agreed to pay to us an amount equal to interest paid on the notional amount of the 7.2% Notes subject to such agreement, and we agreed to pay to such financial institution an amount equal to the London Interbank Offered rate plus a margin of 95 basis points on the agreed upon price of such notional amount of the 7.2% Notes as set forth in the applicable swap agreement. During the fourth quarter of 2003, we terminated the swap agreements and the financial institution paid us $3.5 million, representing the amount by which the fair market value of the notional amount of the 7.2% Notes subject to such swap agreements on such date exceeded the agreed upon price of such notional amount as set forth in such swap agreements.

        We have entered into forward exchange and futures contracts with respect to Norwegian Kroners, Pounds Sterling, Euros, Japanese Yen, Singapore Dollars and Hong Kong Dollars. The Norwegian Kroner contracts enabled us to buy Norwegian Kroners in the future at fixed exchange rates, which could have offset possible consequences of changes in foreign exchange had we conducted business in Norway. The Pound Sterling, Euro, Yen, Singapore Dollar and Hong Kong Dollar contracts enable us to buy Pounds Sterling, Euros, Yen, Singapore Dollars and Hong Kong Dollars in the future at fixed exchange rates, which could offset possible consequences of changes in foreign exchange rates with respect to our business conducted in Europe and the Far East. As of December 31, 2004, we had recognized but unrealized derivative income of $0.2 million with respect to our agreements to purchase within two months 86.0 million Singapore Dollars. Our positions relating to other currencies were not material at December 31, 2004.

        We have entered into and settled various positions in natural gas and crude oil via swaps, options and futures contracts pursuant to which, on each applicable settlement date, we receive or pay an amount, if any, by which a contract price for a swap, an option or a futures contract exceeds the settlement price quoted on the New York Mercantile Exchange ("NYMEX") or receive or pay the amount, if any, by which the settlement price quoted on the NYMEX exceeds the contract price. The general purpose of these hedge transactions is to provide value to us should the price of natural gas and crude oil decline, which over time, if sustained, would lead to a decline in our offshore assets' market values and cash flows. As of December 31, 2004, our positions relating to these commodities were not significant.

        We have entered into and settled various positions in U.S. treasury notes and bonds via futures or options futures and rate-lock agreements on U.S. treasury notes pursuant to which, on each applicable settlement date, we receive or pay an amount, if any, by which a contract price for an option or a futures contract exceeds the settlement price quoted on the Chicago Board of Trade ("CBOT") or receive or pay the amount, if any, by which the settlement price quoted on the CBOT exceeds the contract price. The general purpose of these hedge transactions is to provide value to us should the price of U.S. treasury notes and bonds decline, leading to generally higher interest rates which, if sustained over time, might lead to higher interest costs for us. As of December 31, 2004, our positions relating to these interest rate instruments were not significant.

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BUSINESS

        We are in the business of owning, operating, investing in, marketing and remarketing equipment, primarily in the offshore oil and gas and marine transportation industries. We also provide emergency environmental response and related services. We operate a diversified fleet of offshore support vessels and helicopters servicing oil and gas exploration, development and production facilities worldwide. We also operate a fleet of inland river barges transporting grain and other bulk commodities on the U.S. inland waterways. The environmental services segment provides oil spill response, handles environmental remediation projects and offers related consulting services worldwide to those who store, transport, produce or handle petroleum products and environmentally hazardous materials.

Segment and Geographic Information

        Our operations are divided among the following four business segments: "Offshore Marine Services;" "Environmental Services;" "Inland River Services;" and "Helicopter Services." We also have additional activities which are referred to and described under "Other." "Other" primarily includes equity in earnings of 50% or less companies unrelated to our reportable segments and Era's regional airline business which is held for sale. Financial data for segment and geographic areas is reported in Note 14 to our consolidated financial statements included elsewhere in this prospectus

Offshore Marine Services

Business

        Offshore Marine Services (58%, 78% and 91% of consolidated operating revenues in 2004, 2003 and 2002, respectively) operates a diversified fleet of offshore support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide. Vessels in this service are employed to deliver cargo and personnel to offshore installations, handle anchors for drilling rigs and other marine equipment, support offshore construction and maintenance work and provide standby safety support and oil spill response services. From time to time, Offshore Marine Services provides specialist services supporting projects, such as well stimulation, seismic data gathering and freight hauling. Offshore Marine Services also offers logistics services in support of offshore oil and gas exploration, development and production operations of its customers, including shorebase, marine transport and other supply chain management services.

Equipment and Services

        The following types of vessels comprise Offshore Marine Services' fleet as of December 31 in the indicated years. "Owned vessels" are those 100% owned by us, which were either constructed and delivered new from shipyards or purchased from competitors. "Joint ventured vessels" are those owned by entities in which we are not the sole owner. "Leased-in vessels" are generally those which have been sold to an institutional lessor and then leased back. "Pooled vessels" are owned and operated by entities not affiliated with Offshore Marine Services, but the revenues or profits of which are shared with the revenues and profits of certain vessels owned by Offshore Marine Services based upon an agreed formula. "Managed vessels" are also owned by entities not affiliated with us but are operated by Offshore Marine Services for a fee and no revenues or profits are shared with Offshore Marine Services. At the end of this section we provide a glossary of the types of vessels listed below and an explanation of the services they perform.

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        The following table sets forth the percent of our consolidated operating revenues earned by vessel type and certain other business activities of Offshore Marine Services for each year indicated:

        As of December 31, 2004, the average age of Offshore Marine Services' owned fleet was 12.3 years. Excluding standby safety vessels, the fleet's average age was 9.6 years. We believe that after vessels have been in service for approximately 20 years the level of expenditures necessary to satisfy

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required marine certification standards escalate and, in some instances, may not be economically justifiable. Depending on developments in offshore drilling and marine technology the marketability of vessels may decline over time as well.

Glossary of Vessel Types

        Listed below is a description of each of the vessel types referred to above.

        Anchor handling towing supply ("AHTS") vessels are equipped with winches capable of carrying and handling chain, wire, and associated mooring equipment. They are used primarily for towing, positioning and mooring drilling rigs and other marine equipment by lifting and setting anchors on the sea bottom. These vessels also have the capability to deliver cargo, but are usually less efficient delivery "vehicles" than supply boats of comparable size. The defining characteristics of AHTS vessels are horsepower ("BHP") and size of winch in terms of "line pull" and wire storage capacity. Generally, only larger, more powerful AHTS vessels can service rigs in deep water of over 2,500 feet while smaller AHTS vessels can not work in deeper water. Four of Offshore Marine Services' AHTS vessels can work in water of over 4,000 feet in depth. Most modern AHTS vessels are equipped with dynamic positioning ("DP") systems that enable them to maintain a fixed position in close proximity to a rig without the use of tie-up lines.

        Crew boats move personnel to and from offshore installations. Historically, crew boats transported people and were also used to deliver "light" cargo such as personal effects, small machinery, and small quantities of fuel and water. These boats also served as field stand-by vessels, moving personnel between platforms and providing an emergency stand-by service under certain circumstances. Crew vessels built prior to 1990 are generally 100 to 130 feet in length and are capable of 20 knots in light condition and calm seas. Vessels built since 1998, also referred to as Fast Support Vessels ("FSV"), range from 130 to 200 feet in length and generally can develop a speed of 25 knots and may attain speeds of 35 knots. Modern FSVs have enhanced cargo carrying capacities, including in some instances, the capacity to support some phases of drilling operations. Vessels supporting drilling and working in deep water are usually equipped with DP capabilities.

        Geophysical, freight and other vessels generally have specialized features adapting them to their specific function, such as large deck space, high electrical generating capacity, high maneuverability and unique thrusters, extra berthing facilities and long-range cruising capabilities. Special project activities include well stimulation, seismic data gathering, freight hauling services and accommodation services.

        Mini-supply vessels range from 125 to 155 feet in length and typically carry deck cargo, liquid mud, methanol, diesel fuel and water. These vessels are well suited for production support, construction projects, maintenance work and certain drilling support activities.

        Standby safety vessels typically remain on location proximate to offshore rigs and production facilities to respond to emergencies. These vessels carry special equipment to rescue personnel and are equipped to provide first aid and shelter. In some cases, these vessels perform a dual role, functioning as supply vessels. Offshore Marine Services' standby safety vessels operate in the United Kingdom sector of the North Sea.

        Supply vessels range in length from 166 to 255 feet and are used to deliver cargo to rigs and platforms where drilling and work-over activity is underway or to support construction work delivering pipe to vessels performing underwater installations. Supply vessels are distinguished from other vessels by the total carrying capacity (deadweight: "dwt"), available square feet (meters) of clear deck space, below-deck capacity for storage of mud and cement used in the drilling process and tank storage for water and fuel oil. Speed is not generally a factor but the ability to hold station in open water and moderately rough seas is a key factor in differentiating supply vessels. To improve station keeping ability, certain supply vessels have DP capabilities.

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        Towing supply vessels perform similar cargo delivery functions to those handled by supply vessels. They are, however, equipped with more powerful engines (4-8,000 horsepower) and deck mounted winches, giving them the added capability to perform general towing functions, buoy setting and limited anchor handling work. Offshore Marine Services' towing supply vessels are primarily used in international operations supporting jack-up drilling rigs.

        Utility vessels range in length from 96 to 125 feet in length and are used to service offshore production facilities and also support offshore maintenance and construction work. We no longer own or operate utility vessels since we disposed of all of the remaining vessels of this type during 2004.

Markets

        The demand for vessels is affected by the level of offshore exploration and drilling activities, which, in turn, is influenced by a number of factors. Industry expectations as to future oil and gas commodities prices are an important determinative factor in exploration and drilling expenditures. Also important are our customers' assessments of offshore drilling prospects as compared with land-based opportunities. Assessment of costs, geological opportunity and political stability in host countries are all factors in our customers' decision-making. Thus, a variety of political and economic factors beyond our control, including worldwide demand for oil and natural gas, the ability of the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain production levels and pricing, the level of production of non-OPEC countries, the relative exchange rates for the U.S. dollar, the benchmark for worldwide oil pricing, and various governments' policies regarding exploration and development of their oil and natural gas reserves affect the demand for drilling services. All these factors ultimately impact demand for our vessel services. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of current market conditions.

        Each of the markets in which Offshore Marine Services operates is highly competitive. The most important competitive factors are pricing and the availability of equipment to fit customer requirements at such time as the equipment is needed. Other factors considered important by customers include service and reputation, flag preference, local marine operating conditions, the ability to provide and maintain logistical support given the complexity of a project and the cost of moving equipment from one market to another.

        We operate vessels in five principal geographic regions. From time to time, vessels are relocated between these regions to meet customer demand for equipment. The table below sets forth vessel types by geographic market. In order to enter new markets, enhance our marketing capabilities and facilitate operations in certain foreign markets, we often participate in joint ventures in those markets. This allows for expansion of both our fleet and operations while diversifying risks and reducing capital outlays associated with such expansion.

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        United States.    At December 31, 2004, 100 vessels were operating in the U.S., including 67 owned, 28 leased-in, 4 joint ventured and 1 pooled. Offshore Marine Services' expertise in this market is deepwater anchor handling with a fleet of AHTS vessels and production support with a fleet of crew and mini-supply vessels. This is a highly volatile market because oil company programs tend to be of short-term duration and influenced by the near term price of natural gas. In addition, a large number

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of public and private offshore marine service companies are active in this market and they compete largely on price alone.

        Latin America & Mexico.    At December 31, 2004, 34 vessels were operating in Latin America and Mexico, including 13 owned, and 21 joint ventured. Mexico is our largest market in this area. Offshore Marine Services participates in this market through a joint venture, Maritima Mexicana, S.A., which operates one of the largest fleets in the area. The market is controlled by the Mexican national oil company, Petroleos Mexicanos ("Pemex"), and vessel services are provided either directly to Pemex or to its subcontractors. The level of activity is largely influenced by Mexican government policies and finances. In recent years there has been a great expansion in the level of activity, but activity is expected to moderate as the Mexican presidential elections approach in 2006.

        North Sea.    At December 31, 2004, 32 vessels were operating in the North Sea, including 24 owned, 3 joint ventured, and 5 managed-in. The North Sea fleet primarily provides standby safety services. Demand in the North Sea market for standby services developed in 1991 after the United Kingdom promulgated legislation requiring offshore operations to maintain higher specification standby safety vessels. The legislation requires a vessel to "stand by" to provide a means of evacuation and rescue for platform and rig personnel in the event of an emergency at an offshore installation. The North Sea is a highly regulated market. Until recently, offshore oil and gas operations in this region were concentrated in the super major oil companies thereby confining activity to a limited number of customers. Smaller oil companies are now taking over mature operating properties from those major oil companies. We expect activity to increase in this market as the smaller companies establish operations in this region and are encouraged to increase production due to high oil and gas prices.

        Offshore Marine Services entered into a contract to sell four platform supply vessels and one anchor handling towing supply vessel services operating in this market. As of March 11, 2005, four of the vessels had been sold and delivered to the buyer and the last is expected to be sold on or about March 21, 2005.

        West Africa.    At December 31, 2004, 27 vessels were operating in West Africa, including 26 owned, and 1 bareboat chartered-in. Our largest market in this area is Nigeria where we work in co-operation with a Nigerian company, West Africa Offshore ("WAO"). The Nigerian market is dominated primarily by the super major oil companies, ExxonMobil, Shell, and Total and is characterized by large scale, multi-year projects. There is also a significant political component behind investment decisions as the Nigerian national oil company, NNPC, is a participant in almost all offshore development. The remainder of our vessels located in this region operate from ports in the Republic of the Congo, Cameroon, Gabon and Equatorial Guinea. In addition to operations in West Africa, we have one vessel operating in South Africa.

        Asia.    At December 31, 2004, 7 vessels were operating in Asia, including 6 owned, and 1 joint ventured. Offshore Marine Services' vessels operating in this area generally support exploration programs and therefore follow the rigs to their locations in the region. To date, the largest market in this area has been Indonesia. In the last few years, we have invested in vessels capable of specialty operations such as supporting the operation of remote operated vehicles (ROV), telecommunications cable laying/repair and offshore accommodation. We compete against a large number of local and international companies in this market.

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        Other Foreign.    At December 31, 2004, 12 vessels were operating in Other Foreign regions, including 2 owned, and 10 joint ventured. In addition to those referred to above, we have vessels owned by joint ventures that are serving the offshore oil and gas industry in Egypt and Greece.

Competitive Conditions.

        Although there are many suppliers of offshore marine services, management believes only one company, Tidewater, Inc., operates in all of Offshore Marine Services' major geographic markets. Tidewater, Inc. has a substantially greater percentage of the offshore marine market share compared to that of Offshore Marine Services and its other competitors.

Customers and Contractual Arrangements

        Offshore Marine Services' principal customers are major integrated oil companies, large independent oil and gas exploration and production companies and emerging independent companies. Consolidation of oil and gas companies through mergers and acquisitions over the past several years has further concentrated and generally limited Offshore Marine Services' customer base. Although there was no single customer responsible for 10% or more of Offshore Marine Services' operating revenues in 2004, our 10 largest customers accounted for approximately 50% of our operating revenues. The loss of any one or more of its most significant customers would have a material adverse effect on Offshore Marine Services. The percentage of operating revenues attributable to any individual customer varies from time to time, depending on the level of oil and gas exploration undertaken by a particular customer, and other factors, many of which are beyond Offshore Marine Services' control.

        The majority of the vessels in the fleet are chartered to customers under arrangements where the customer charters or leases a vessel at a daily rate of hire. Usually the customer pays for fuel and we are responsible for the actual operation of the vessel and all other vessel operating expenses. Alternatively, customers charter vessels under "bareboat" charter agreements. Pursuant to these agreements, we provide only the vessel to the customer, and the customer provides for the vessel's operating expenses and generally assumes all risk of operation. Therefore, the daily rate of hire under a bareboat charter agreement is lower than that under a time charter agreement. Charter periods may vary widely from several days to several years.

Industry Hazards and Insurance

        Offshore marine vessel operations involve inherent risks associated with hazards, such as adverse weather conditions, collisions, fire, and mechanical failures, which may result in injury to personnel, damage to equipment, loss of operating revenues and increased costs. We maintain hull, liability, marine war risk, general liability, workers compensation and other insurance customary in the industry.

Government Regulation

        Offshore Marine Services operations are subject to significant federal, state and local regulations, as well as international conventions. Its domestically registered vessels are subject to the jurisdiction of the U.S. Coast Guard (the "Coast Guard"), the National Transportation Safety Board, the U.S. Customs Service and the U.S. Maritime Administration, as well as to rules of private industry organizations such as the American Bureau of Shipping. These agencies and organizations establish safety standards and are authorized to investigate vessels and accidents and to recommend improved maritime safety standards. Moreover, to ensure compliance with applicable safety regulations, the Coast Guard is authorized to inspect vessels at will.

        Offshore Marine Services is also subject to the Shipping Act, 1916, as amended (the "1916 Act"), and the Merchant Marine Act of 1920, as amended (the "1920 Act," and together with the 1916 Act, the "Shipping Acts"), which govern, among other things, the ownership and operation of vessels used to carry cargo between U.S. ports. The Shipping Acts require that vessels engaged in the U.S. coastwise

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trade be owned by U.S. citizens and built in the U.S. For a corporation engaged in the U.S. coastwise trade to be deemed a U.S. citizen: (i) the corporation must be organized under the laws of the U.S. or of a state, territory or possession thereof, (ii) each of the president or other chief executive officer and the chairman of the board of directors of such corporation must be a U.S. citizen, (iii) no more than a minority of the number of directors of such corporation necessary to constitute a quorum for the transaction of business can be non-U.S. citizens and (iv) at least 75% of the interest in such corporation must be owned by U.S. "citizens" (as defined in the Shipping Acts). Should we fail to comply with the U.S. citizenship requirements of the Shipping Acts, we would be prohibited from operating our vessels in the U.S. coastwise trade during the period of such non-compliance.

        To facilitate compliance with the Shipping Acts, our Restated Certificate of Incorporation: (i) limits the aggregate percentage ownership by non-U.S. citizens of any class of our capital stock (including the Common Stock) to 22.5% of the outstanding shares of each such class to ensure that such foreign ownership will not exceed the maximum percentage permitted by applicable maritime law (presently 25.0%) and authorizes the Board of Directors, under certain circumstances, to increase the foregoing percentage to 24.0%, (ii) requires institution of a dual stock certification system to help determine such ownership and (iii) permits the Board of Directors to make such determinations as reasonably may be necessary to ascertain such ownership and implement such limitations. In addition, our Amended and Restated By-Laws provide that the number of foreign directors shall not exceed a minority of the number necessary to constitute a quorum for the transaction of business and restrict any officer who is not a U.S. citizen from acting in the absence or disability of the Chairman of the Board of Directors and Chief Executive Officer and the President, all of whom must be U.S. citizens.

        Offshore Marine Services operates vessels registered in the following foreign jurisdictions: St. Vincent and the Grenadines, Vanuatu, the Cayman Islands, France, Chile, Egypt, Bahamas, Isle of Man, Greece, Panama, Argentina, Mexico, the United Kingdom, and the Marshall Islands. The vessels registered in these jurisdictions are subject to the laws of the applicable jurisdiction as to ownership, registration, manning and safety of vessels. In addition, the vessels are subject to the requirements of a number of international conventions that are applicable to vessels depending on their jurisdiction of registration. Among the more significant of these conventions are: (i) the 1978 Protocol Relating to the International Convention for the Prevention of Pollution from Ships, (ii) the International Convention on the Safety of Life at Sea, 1974 and 1978 Protocols, and (iii) the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978. We believe that our vessels registered in foreign jurisdictions are in compliance with all applicable material regulations and have all licenses necessary to conduct their business. In addition, vessels operated as standby safety vessels in the North Sea are subject to the requirements of the Department of Transport of the United Kingdom pursuant to the United Kingdom Safety Act.

Environmental Compliance

        Vessels routinely transport diesel fuel to offshore rigs and platforms and carry diesel fuel for their own use, certain bulk chemical materials used in drilling activities, rig-generated wastes for delivery to waste disposal contractors onshore and liquid mud which contains oil and oil by-products. These operations are subject to a variety of federal and analogous state statutes concerning matters of environmental protection. Statutes and regulations that govern the discharge of oil and other pollutants onto navigable waters include the Oil Pollution Act of 1990, as amended ("OPA 90"), and the Clean Water Act of 1972, as amended (the "Clean Water Act"). The Clean Water Act imposes substantial potential liability for the costs of remediating releases of petroleum and other substances in reportable quantities. State laws analogous to the Clean Water Act also specifically address the accidental release of petroleum in reportable quantities.

        OPA 90, which amended the Clean Water Act, increased the limits on liability for oil discharges at sea, although such limits do not apply in certain listed circumstances. In addition, some states have enacted legislation providing for unlimited liability under state law for oil spills occurring within their

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boundaries. Other environmental statutes and regulations governing offshore marine operations include, among other things, the Resource Conservation and Recovery Act, as amended ("RCRA"), which regulates the generation, transportation, storage and disposal of on-shore hazardous and non-hazardous wastes; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), which imposes strict and joint and several liability for the costs of remediating historical environmental contamination; and the Outer Continental Shelf Lands Act, as amended ("OCSLA"), which regulates oil and gas exploration and production activities on the Outer Continental Shelf.

        In addition to these federal and state laws, local laws and regulations and certain international treaties to which the U.S. is a signatory, such as MARPOL 73/78, Offshore Marine Services is subject to various requirements governing waste disposal and water and air pollution.

Risks of Foreign Operations

        For the years ended December 31, 2004, 2003 and 2002 approximately 56%, 54% and 51%, respectively, of Offshore Marine Services' operating revenues were derived from foreign operations. Foreign operations are subject to various risks inherent in conducting business in foreign nations. These risks include, among others, political instability, potential vessel seizure, nationalization of assets, terrorist attacks, fluctuating currency values, hard currency shortages, controls on currency exchange, the repatriation of income or capital, import-export quotas and other forms of public and governmental regulation, all of which are beyond our control. It is not possible to predict whether any of these conditions or events might develop in the future. The occurrence of any one or more of such conditions or events could have a material adverse effect on our financial condition and results of operations.

Environmental Services

Business

        Until November 2003, Environmental Services (23%, 11% and 6% of consolidated operating revenues in 2004, 2003 and 2002, respectively) primarily provided contractual oil spill response and other professional emergency preparedness services to those who store, transport, produce or handle petroleum and certain non-petroleum oils as required by OPA 90, various state and municipal regulations and international maritime conventions. These services include training, consulting and supervision for emergency preparedness, response and crisis management. The business is conducted through our wholly owned subsidiaries, National Response Corporation ("NRC"), The O'Brien's Group, Inc. and SEACOR Environmental Services International Ltd. ("SESI").

        In November 2003, NRC acquired Foss Environmental Services Company and changed this company's name to NRC Environmental Services Inc. ("NRCES"). NRCES operates primarily on the west coast of the U.S. and, in addition to the above described emergency response services, provides industrial and marine cleaning services, petroleum storage tank removal and site remediation, transportation and disposal of hazardous waste, and environmental equipment and product sales.

Equipment and Services

        Emergency Response Services.    Environmental Services employs trained personnel and maintains specialized equipment positioned in the U.S. and in certain international locations to respond to oil spills, emergencies and other projects as required by its customers. NRC maintains a fleet of 13 vessels and 6 barges outfitted with specialized equipment on the east, gulf, and west coasts of the U.S. as well as in the Caribbean and Hawaii. It also has established a network of approximately 175 independent oil spill response contractors that may assist it by providing equipment and personnel. Operating revenues earned from emergency response services approximated 12%, 4% and 0% of consolidated revenues for the years ended December 31, 2004, 2003, and 2002, respectively.

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        Retainer Services.    Environmental Services offers retainer services to the maritime community, such as operators of tank and non-tank vessels, and chemical carriers, and to owners of facilities, such as refineries, pipelines, exploration and production platforms, power plants and storage tank terminals. Retainer services include access to professional management and specialized equipment necessary to respond to an oil or chemical spill emergency.

        Consulting Services.    Environmental Services has developed customized training programs for industrial companies to educate personnel on the prevention of and response to oil spills, handling of hazardous materials releases, fire fighting, security incidents and other crisis-related events as well as the associated risks. We plan and participate in customer oil and chemical spill response and other risk exercises and develop and maintain vessel and facility response and security plans. We also conduct and assist with vessel inspections, as well as security assessments of vessels and facilities. All of these services are offered throughout the U.S. and internationally, both on a stand-alone basis and as part of our base retainer services.

        Industrial and Remediation Services.    Through NRCES and its network of independent oil spill response contractors, Environmental Services provides hazardous waste management, industrial and marine cleaning services, salvage support, petroleum storage tank removal and site remediation services, primarily in the U.S. We also market and sell environmental equipment and products.

Markets

        The market for contractual oil spill response and other related training and consulting services in the U.S. resulted from the enactment of OPA 90 legislation passed by the U.S. Congress after the Exxon Valdez oil spill in Alaska. OPA 90 requires that all tank vessels operating within the Exclusive Economic Zone of the United States and all facilities and pipelines handling oil that could have a spill affecting the navigable waters of the U.S. develop a plan to respond to a "worst case" oil spill and ensure by contract or other approved means the ability to respond to such a spill. Certain states have enacted similar oil spill laws and regulations, most notably California, Washington and Alaska. The United Nations' MARPOL 73/78 regulation also subjects companies to various requirements governing waste disposal and water and air pollution.

        The international market is characterized by two distinct operating environments—developed and developing nations. In developed nations, the environmental regulations generally are mature and governments usually respond to oil spills with public resources and then recover their costs from the responsible parties. In developing nations where global oil exploration and production exists, there is less oil spill response infrastructure and, accordingly, Environmental Services is seeking to develop opportunities to work with international oil and gas exploration and producing companies.

Customers and Contractual Arrangements

        Environmental Services offers its services primarily to the domestic and international shipping community, major oil companies, independent exploration and production companies, power generating operators, industrial companies and airports. Services are provided pursuant to contracts generally ranging from one month to ten years. In addition to our retainer customers, we provide training, exercise and response services for oil spills, chemical releases, terrorist acts and natural disasters to others, including, under certain circumstances, local, state and federal agencies such as the U.S. Coast Guard.

        Environmental Services has more than 2,300 customers, and management does not believe that it is dependent on a single or few customers.

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Competitive Conditions

        The principal competitive factors in the environmental service business are price, customer service, reputation, experience, and operating capabilities. Management believes that the lack of uniform regulatory development and enforcement on a federal and state level in the U.S. has reduced demand for services provided by Environmental Services, thereby putting downward pressure on market rates. In the U.S., NRC faces competition primarily from the Marine Spill Response Corporation, a non-profit corporation funded by the major integrated oil companies, other non-profit industry cooperatives and also from smaller commercial contractors who target specific market niches. Our environmental consulting business faces competition from a number of relatively small privately-held spill management companies. Internationally, competition for both oil spill response and emergency preparedness and management comes from a few well-known private companies and regional oil industry cooperatives.

Government Regulation

        NRC is "classified" by the U.S. Coast Guard as an Oil Spill Removal Organization ("OSRO") for every port in the continental U.S., Hawaii and the Caribbean. The OSRO classification process is strictly voluntary. Vessel owners and other customers subject to OPA 90 who utilize classified OSROs are exempt from the requirement to list their response resources in their plans. The classification process permits the Coast Guard and these customers to evaluate an OSRO's potential to respond to and recover oil spills of various types and sizes in different operating environments and geographic locations.

        In addition to the Coast Guard, the Environmental Protection Agency ("EPA"), the Office of Pipeline Safety, the Minerals Management Service division of the Department of Interior, and individual states regulate vessels, facilities, and pipelines in accordance with the requirements of OPA 90 or under analogous state law. There is currently little uniformity among the regulations issued by these agencies.

        When responding to third-party oil spills, Environmental Services enjoys immunity from liability under federal law and some state laws for any spills arising from its response efforts, except for deaths or personal injuries or in the event of gross negligence or willful misconduct. It also obtains contractual indemnity and liability release terms similar to the immunity provision discussed above from its customers. In addition, we maintain insurance coverage against such claims arising from our response operations. It considers the limits of liability adequate, although there can be no assurance that such coverage will be sufficient to cover future claims that may arise.

Risks of Foreign Operations

        Environmental Services operates worldwide. Services include oil spill response, training, exercise support and special projects in assessing risk of spills, response preparedness, strategies and resource requirements to multinational oil companies, governments and industry. For the years ended December 31, 2004, 2003 and 2002 approximately 8%, 40% and 9%, respectively, of Environmental Services' operating revenues were derived from its foreign operations. A significant increase in operating revenues earned from foreign operations in 2003 resulted from spill response, spill management, containment, and remediation services provided in support of Operation Iraqi Freedom.

        Environmental Services' foreign operations are subject to various risks inherent in conducting business in foreign nations. These risks include, among others, political instability, terrorist attacks, the repatriation of income or capital and other forms of public and governmental regulation, all of which are beyond our control. It is not possible to predict whether any of these conditions or events might develop in the future.

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Inland River Services

Business

        Inland River Services (14%, 7% and 3% of consolidated operating revenues in 2004, 2003 and 2002, respectively) is primarily engaged in the operation of a fleet of dry cargo barges principally on the Mississippi and Ohio Rivers and their tributaries, and the Gulf Intracoastal Waterways which parallel the U.S. Gulf of Mexico coast ("U.S. inland waterways") transporting a range of dry-bulk commodities such as grain, coal, aggregate, ore, steel, scrap and fertilizers. As of December 31, 2004, Inland River Services operated a fleet of 1,072 dry cargo barges, of which 674 are owned, 182 chartered-in, 210 managed and six joint ventured. Certain of Inland River Services' barging activities are supported by three wholly-owned towboats. These towboats are operated by a third party. Inland River Services also owns 20 10,000 barrel chemical and product tank barges that are operated by a third party in the transportation of liquid bulk cargoes, such as lube oils, solvents and glycols, on the U. S. inland waterways.

        Inland River Services commenced operations in the third quarter of 2000 with 43 owned, 11 joint ventured and 208 managed dry cargo barges when we acquired SCF Corporation ("SCF"), a company that owned, operated and managed dry cargo barges since 1983. Over the past four years, Inland River Services fleet has grown substantially.

Equipment and Services

        Most of the dry cargo barges owned by us are pooled with other barges owned by third parties through a pooling arrangement that we manage. Under this arrangement, operating revenues and expenses are pooled except for insurance, maintenance and repair costs. Each barge owner is responsible for the capital and financing costs of its own equipment in the pool.

        The fleet of dry cargo barges consists of open and covered hopper barges. Open hopper barges are used to transport non-grain, non-water sensitive commodities such as coal, aggregate and scrap. Covered hopper barges are more versatile because they can also carry water sensitive products, such as grain, ores, alloys, cements and fertilizer. Each dry cargo barge in our fleet is capable of transporting on average approximately 1,500 to 2,000 (1,350 to 1,800 MT) tons of cargo. Carrying capacity of each barge at any particular time is determined by water depth and hull size of the barge.

        Dry cargo barges are unmanned and are moved on the U.S. inland waterways by vessels known in the trade as "towboats." The combination of a towboat and dry cargo barges is commonly referred to as a "tow." Tows range in size from fifteen barges to as many as forty barges. Tows pass through lock and dam systems on most river segments. The number of dry cargo barges included in a tow depends on a variety of factors, including the horsepower of the towboat, river width and navigational conditions, the direction of travel, and the mix of loaded and empty barges in the tow. We have ownership interests in towboats as shown below. They are operated by a third party on the U.S. inland waterways for others. Inland River Services contracts with third parties to move its dry cargo barges on a spot basis, meaning that the rates it pays for barge movements are market driven. Towing prices fluctuate with demand, rising with higher volumes and higher fuel costs.

        Typical dry cargo barge movements usually consist of shifting a clean, empty barge from a fleeting location to a loading facility to load a non-grain commodity or to a shallow draft port for loading with grain. It is then moved from the loading location to a tow and moved in that tow either northbound or southbound to its destination for unloading. After unloading it is shifted to a fleeting area for cleaning and repair if needed before being moved again for loading. Some barges are moved empty in a tow to loading ports some distance away from the port of discharge of its last cargo. Typically, grain cargos move southbound and non-grain cargos move northbound.

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        The following table sets forth the number of dry cargo barges owned and/or operated by Inland River Services, towboats and tank barges.

		At December 31,
Fleet Structure
		2004		2003		2002
Dry Cargo Barges:
Owned:
Open		231		126		110
Covered		443		243		185
Total Owned		674		369		295
Managed(1)		210		235		229
Chartered-in		182		174		—
Joint Ventured(2)		6		6		11
Total Fleet		1,072		784		535
Chemical Tank Barges		20		—		—
Towboats(3)		6		3		—

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(1)

See Management's Discussion and Analysis of Financial Condition and Results of Operations—Inland River Services" for a discussion of managed barges.

(2)

50% owned.

(3)

Three 6,250 horsepower towboats were acquired in December 2003 and are bareboat chartered-out. We and a minority partner jointly own three 6,250 horsepower towboats which were acquired in July 2004.

Markets

        Dry cargo barges provide one of the nation's most cost effective methods for transporting cargoes for many bulk commodity shippers. Our primary dry cargo barge customers include major U.S. agricultural and industrial companies. Dry cargo commodities usually transported in barges on the U.S. inland waterways include coal, petroleum byproducts, grain and byproducts, fertilizers, both raw steel commodities and finished steel, nonferrous minerals and construction materials. Grains rank as the primary export, coal and petroleum products are predominately moved domestically, and fertilizer, steel, and construction materials are both imported and moved domestically within the U.S. inland waterways.

        The inland river barge business is cyclical with many variables affecting profitability. It is largely influenced by global trade, where demand for services can be affected by both U.S. supply and demand as well as international supply and demand for similar products. For example, reduced yields in grain production can affect the amount of cargo being moved and can affect its competitiveness in the world market which in turn can affect the amount being moved. In addition, the cost of ocean freight can also directly affect the movement of U.S. grain to some export markets. As the cost of ocean freight rises, rail shipments of grain destined for Asian markets to ports in the Pacific Northwest have a competitive advantage over the longer voyages out of the Gulf of Mexico. Foreign competition for world grain trade can affect U.S. exports. In times of high world grain stocks when foreign production is abundant, U.S. exports can be negatively affected, and in times of tight world stocks when foreign production may not be ample, U.S. exports can be brisk. In addition, freight rates for export grain transportation are affected by seasonality of shipments and overall export demand. The recent growth in worldwide demand for iron ore, steel, steel byproducts, coal, petroleum, and other bulk commodities has prompted a rise in demand for barge transportation in both the export and import trades. The exports of grain and other commodities can also be affected by the strength or weakness of the U.S. dollar, volatility of foreign economies, and changes in the level of foreign competition.

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        Most of Inland River Services business activities are in the short-term and spot markets, and therefore, its earnings are subject to fluctuations in market rates. We occasionally seek to enter into long-term contracts to provide a level of stable cash flows and moderate the affect of market fluctuations.

Seasonality

        The upper Mississippi River usually closes to barge traffic from mid-December to mid-March; ice hinders the navigation of barge traffic on the upper Mississippi River, the Illinois River and the upper Ohio River. Adverse river conditions due to high water resulting from excessive rainfall, or low water caused by drought, can also impact operations by limiting the speed at which tows travel the U.S. inland waterways, the number of barges included in tows, and the quantity of cargo that is loaded in the barges. The volume of grain transported from the Midwest to the Gulf of Mexico, primarily for export, is highest during the harvest season from mid-August through late November. The harvest season is particularly significant because pricing tends to peak during these months.

Competitive Conditions

        The barge business has been consolidating for many years. We believe that there are five major domestic companies that operate over 1,000 barges each, with three of those, namely American Commercial Barge Lines, AEP- Memco and Ingram Barge Company, operating over 2,000 barges each. There are also four mid-sized barge companies that operate more than 500 but less than 1,000 barges. We estimate that the nine largest operators control approximately 80% of the total capacity in the barge industry.

        We compete on the basis of price and equipment availability. The inland barging business is very competitive. Primary competitors are other barge lines, railroads and trucks. Competition among barge lines intensifies as barge supply exceeds demand. Year to year changes in operating conditions, such as weather and lock delays and closures, can significantly affect barge availability by increasing or decreasing barge loading capacity. As discussed above, fluctuations in imports and exports also affect the demand for barges and competition in the domestic barge business.

Customers and Contractual Arrangements

        The principal customers for Inland River Services are major agricultural companies and industrial companies. The ten largest customers accounted for approximately 60% of Inland River Services' revenues in 2004.

        Most of the barges in the fleet are employed under contracts of affreightment with customers. A contract of affreightment is an agreement to transport cargo from one point to another for a specified rate per ton. Contracts of affreightment can be for a short-term or longer-term duration, ranging anywhere from one voyage to several years. Under longer-term contracts, the undertaking can be an agreement to transport a minimum number of tons of cargo or to meet certain transportation needs for a particular customer. Some of the barges are bareboat chartered out to third parties for a fixed payment of hire per day for the duration of the charter. These contracts tend to be longer, ranging in term from one to five years.

Government Regulation

        Inland River Services operations are subject to federal, state and local regulations. The tank barges that are managed by a third party are subject to inspection by the U.S. Coast Guard on a periodic basis and carry certificates of inspection. Inland River Services, like Offshore Marine Services, is also subject to the Shipping Acts which govern, among other things, the ownership and operation of vessels used to carry cargo between U.S. ports. The Shipping Acts require that the barges engaged in the U.S. coastwise trade be owned by U.S. citizens and built in the U.S. For a further discussion of these requirements see "Business—Offshore Marine Services—Government Regulation."

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Helicopter Services

Business

        Helicopter Services (6%, 5% and 0% of consolidated operating revenues in 2004, 2003 and 2002, respectively) commenced operations in December 2002 with the acquisition of Houston based helicopter owner/operator Tex-Air. Before the acquisition of Era, Tex-Air operated 46 helicopters including one leased from Era primarily servicing the offshore oil and gas exploration, development and production industry from its bases in Texas and Louisiana. Following the acquisition of Era at the end of 2004, in addition to services to the offshore oil and gas industry from bases in Alabama, Louisiana, Texas and Alaska, we now provide agricultural and forestry support services and flight-seeing tour services from our newly acquired bases in Nevada and Alaska. We also lease aircraft to third parties for operation by those parties.

Equipment and Services

        Following the Era acquisition on December 31, 2004, 81 aircraft were acquired by Helicopter Services for a total fleet of 127 helicopters. The helicopter operations of Tex-Air and Era will be merged and will operate under the name "Era Helicopters, LLC." At December 31, 2004, Helicopter Services' operations were based only in the United States.

        As a result of the Era acquisition, our helicopter fleet includes 10 aircraft operated in support of firefighting and other services provided to governmental agencies in the western United States and 14 aircraft that are used in flightseeing tour services. These services are managed from our base facilities located in Nevada and our bases in the Juneau and Denali Park areas in Alaska.

        Helicopter Services operates Federal Aviation Administration ("FAA") approved maintenance repair stations in Anchorage, Alaska and Lake Charles, Louisiana and is a factory approved service facility or center for Bell Helicopter Textron American Eurocopter and Turbomeca. Since 1987, Era has manufactured and marketed, from its Gulf Coast Division facility in Lake Charles, Louisiana, a composite external auxiliary fuel tank for use on several helicopter types, including the Bell 205, 212 and 412, the military "Huey" and the Eurocopter BK-117. The tank system provides enhanced flight range with nominal drag while increasing the passenger capacity. Sales to date have been to both civilian and military customers. Other aircraft accessories are also manufactured at the facility.

        The composition of Helicopter Services' fleet as of December 31, 2004 and some of the characteristics of the individual types of helicopters are as follows:

Manufacturer			Model		Number		Engine		Passenger Capacity
	Light Helicopters:
Bell			206 B Series		10		Single		4
Eurocopter			EC120		9		Single		4
Eurocopter			AS 350 Types		38		Single		5–6
Agusta			A119		7		Single		7
Eurocopter			AS355 Types		3		Twin		5
Eurocopter			BO-105		22		Twin		4–5
Agusta			A109		1		Twin		7
					90
	Medium Helicopters:
Sikorsky			S-76 Types		7		Twin		6–12
Eurocopter			EC155		2		Twin		12
Bell			Bell 212/412		23		Twin		13
					32
	Heavy Helicopters:
Eurocopter			AS332L Super Puma		2		Twin		19
Sikorsky			S-61		3		Twin		19
					5
					127

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        Helicopter Services owns 109 of the 127 helicopters listed above, it leases 17 helicopters under operating leases and it manages one helicopter for a third party's account.

        The flightseeing tourist services are provided on a contract basis or "block space basis" with cruise lines and via direct bookings with hotels, travel agents and individual passengers. These services are operated out of Juneau and from areas near Denali National Park. Other helicopter services to the oil and mining industries are provided on a contract or charter basis from bases in Valdez, Anchorage, the Kenai area and Deadhorse, Alaska. These services are somewhat seasonal in nature, peaking during the months of May through September when weather conditions are more conducive to operations.

        Operations in the U.S. Gulf of Mexico largely support the offshore oil and gas exploration, development and production industry. With the Era acquisition, services are provided from the corporate office in Lake Charles, Louisiana and from bases in the Louisiana cities of Morgan City, Cameron, Abbeville, Venice, Fourchon, Houma, Schriever and Johnson's Bayou, the Texas cities of Galveston and Sabine Pass and from Theodore, Alabama.

        Era's principal aircraft bases in Alaska are a fixed-wing air service center at Ted Stevens Anchorage International Airport, with two adjacent hangars housing its helicopter operations and training and accounting operations. Era also maintains smaller helicopter facilities in Alaska at Deadhorse and Valdez. Era also owns properties in Juneau and Denali Park, Alaska.

        We have contracts to purchase 32 helicopters estimated to cost $259 million over the next five years. We expect to accept delivery of four medium crew change helicopters and four single engine helicopters in 2005, six medium and three light twin engine helicopters in 2006 and fifteen medium crew change helicopters during 2007 through 2009. After giving effect to deposits and progress payments already made, our remaining commitments are $37 million for aircraft in 2005 and $208 million for aircraft in 2006 and later. Of these purchase commitments, Helicopter Services has the right to terminate the purchase agreement relating to twenty Bell/Agusta Aerospace AB139 medium twin-engine helicopters at any time with regard to undelivered aircraft without liability thereunder other than payment of liquidated damages. In addition to the purchase commitments discussed above, we have placed refundable deposits on 10 light twin engine and 3 heavy twin engine helicopters.

Markets

        At this time, Helicopter Services' principal market for its transportation services is the oil and gas industry with offshore operations in the Gulf of Mexico. The customers and locations are similar to those serviced by Offshore Marine Services and the market and Helicopter Services opportunities there are subject to the same cycles and pressures as described above. See "Business—Offshore Marine Services—Market." In addition, Helicopter Services provides firefighting services to governmental agencies in the western United States, flightseeing operations in Alaska and utility and offshore services in Alaska.

Seasonality

        A significant portion of Helicopter Services' oil and gas operating revenues and profits is dependent on actual flight hours. Prolonged periods of adverse weather and the effect of fewer hours of daylight can adversely impact our operating results. Several types of weather-related and seasonal occurrences impact Helicopter Services, including poor weather conditions, tropical storm season in the Gulf of Mexico, the number of hours of daylight and winter in Alaska. In general, the winter months of December through February in the Gulf of Mexico and October through April in Alaska have more days of adverse weather conditions than the other months of the year and, in the Gulf of Mexico, June through November is tropical storm season. During tropical storms, we are unable to operate in the area of the storm although flight activity may increase due to the evacuation to land of offshore workers. In addition, many of our base facilities are located along the Gulf of Mexico coast and

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tropical storms may cause damage to our property. The fall and winter months have fewer hours of daylight. Consequently, flight hours are generally lower at these times.

        Our firefighting and flightseeing operations are also seasonal operations. Firefighting activity generally commences late in the second quarter and may continue into the fourth quarter, depending on climactic conditions in any given year. Flightseeing activity is generally from late May until early September. Certain costs associated with these businesses are year round. Consequently, financial performance for these businesses is uneven.

Competitive Conditions

        The helicopter transportation business is highly competitive. There are two major competitors, Petroleum Helicopters, Inc. and Offshore Logistics, Inc., and several smaller competitors operating in this market. In addition, several customers in the Gulf of Mexico operate their own helicopter fleets. We are the third largest independent helicopter company operating in the Gulf of Mexico, one of the largest operators of flightseeing helicopters in Alaska, and a significant operator of firefighting aircraft in the western United States. In most instances, an operator must have an acceptable safety record, demonstrated reliability, type and availability of equipment and quality of service to participate in bidding for work. Among operators who have met these criteria, customers typically make their final choice based on price.

Customers and Contractual Arrangements

        Helicopter Services charters its helicopters to utility and oil and gas customers primarily through master service agreements, term contracts and day-to-day charter arrangements. Master service agreements require incremental payments above a fixed fee based upon flight hours flown, have fixed terms ranging from one month to five years and generally are cancelable upon 30-days notice. Term contracts and day-to-day charter arrangements are generally non-cancelable without cause and call for a combination of a monthly or daily fixed rental fee plus a charge based on flight hours flown. Day to day charter arrangements are generally based on either an hourly or daily rate. Our rate structure on utility and oil and gas contracts limits our exposure to increases in fuel costs over a pre-agreed level with our customers. Fuel costs in excess of these levels are passed through to our customers. With respect to flightseeing aircraft, we allocate block space to cruise lines and sell seats directly to customers. At December 31, 2004, Tex-Air had 46 helicopters operating under master service agreements or term contracts with customers. Our principal customers in the Gulf of Mexico are oil companies of varying sizes and production management companies. In Alaska, our principal customers are oil companies and cruise lines' passengers. The principal customer for our firefighting activities is the United States government.

        There are also other markets for our helicopter transportation services that include oil and gas industry support activities abroad, medical transportation, agricultural support and general aviation activities. Our activity in these markets is very limited. We have two aircraft providing air medical transportation and one operating abroad under lease to a third party. While we do not focus on these markets today, such markets do provide a source of aircraft during times of high demand in the oil and gas industry and are potential users of our excess aircraft during time of reduced demand for aircraft in our core markets.

Industry Hazards and Insurance

        In general, helicopter operations are potentially hazardous and may result in incidents or accidents, the risks of which are inherent in the helicopter transportation industry. These hazards may result in injury to personnel or loss of equipment and operating revenues. We conduct training and safety programs to minimize these hazards. Helicopter Services maintains insurance coverage for liability to other parties, as well as for damage to its aircraft. There can be no assurance that our liability coverage

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will be adequate to cover all claims that may arise. There is also no assurance that we will be able to maintain its existing coverage or that operating revenues will not be adversely affected by these hazards in the future.

Government Regulation

        Helicopter Services is subject to regulations pursuant to the Federal Aviation Act of 1958, as amended, and other statutes as it carries persons and properties in its helicopters pursuant to a FAR Part 135 Air Taxi Certificate granted by the FAA. The FAA regulates flight operations and, in this respect, has jurisdiction over Helicopter Services personnel, aircraft, ground facilities and certain technical aspects of its operations. In addition to the FAA, the National Transportation Safety Board is authorized to investigate aircraft accidents and to recommend improved safety standards and, because of the use of radio facilities in its operations, we are also subject to the Communications Act of 1934.

        Helicopter Services is subject to federal, state and local laws and regulations relating to the protection of the environment. The nature of the business of operating and maintaining helicopters requires that Helicopter Services use, store and dispose of materials that are subject to these laws and regulations. The environmental protection requirements have become more stringent in recent years; however, management believes these laws and regulations will not have a material adverse effect on Helicopter Services.

Other Activities

        Globe Wireless.    In 1998, we acquired an interest in the predecessor of Globe Wireless, L.L.C. ("Globe Wireless") and own beneficially approximately 38% of the voting equity of Globe Wireless. Globe Wireless operates a worldwide network of high frequency radio stations. The network of stations is a wireless data network initially targeted at the maritime industry that supports Internet messaging, telex and facsimile communications. Globe Wireless also provides satellite messaging and voice communication services to the maritime industry. We record Globe's results using the equity method of accounting.

        Other Joint Ventures.    Also in 1998, we entered into a joint venture with an established private ship-owning and ship-management company in which we own a 50% interest. The joint venture currently owns and operates a 52,000 dwt handy-max bulk carrier built in 2001. In 2003, we made a $6.0 million minority equity investment in a California-based company that designs and manufactures water treatment systems for sale or lease. We record the results of these joint ventures using the equity method of accounting.

        Regional Airline.    In addition to helicopter operations, Era operates a scheduled regional airline service in Alaska encompassing the transportation of passengers, mail and cargo. We intend to sell the regional airline service and are actively seeking purchasers. Era also operates the largest Fixed Base Operation at Ted Stevens Anchorage International Airport, selling fuel and providing ground services to transient corporate aircraft.

        Chiles.    Chiles Offshore Inc. ("Chiles") was formed in 1997 for the purpose of constructing, owning and operating ultra-premium jackup drilling rigs. We consolidated the reporting of financial information of Chiles from its inception until its initial public offering of common stock in September 2000 (the "Chiles IPO") and thereafter using the equity method. Consequently, our consolidated results for 1997 through the Chiles IPO in 2000 included in revenues, expenses and operating income, amounts reflecting its pro-rata share of ownership of Chiles during that period; thereafter, until Chiles merged with ENSCO International Incorporated ("ENSCO"), its net results were reflected in equity income.

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        In the merger of Chiles with ENSCO on August 7, 2002 (the "Chiles Merger"), we received $5.25 cash and 0.6575 shares of ENSCO common stock for each share of Chiles' common stock we owned at the time of the merger. We received $25.4 million in cash and 3,176,646 shares of ENSCO's common stock, valued at $73.4 million on the date of merger, and recognized an after-tax gain of $12.9 million, or $0.61 per diluted share. Following the Chiles Merger, we began accounting for the ENSCO shares we own as available-for-sale securities and now record changes in their market value each period as adjustments to other comprehensive income.

Environmental Compliance

        Our operations are subject to federal, state and local laws and regulations controlling the discharge of materials into the environment or otherwise relating to the protection of the environment. We make expenditures we believe to be necessary and seek to comply, in all material respects, with these laws to avoid liability for environmental damage. Compliance with existing environmental laws has not had a material adverse effect on our results of operations. However, future changes in environmental regulations with respect to the oil and gas industry could adversely affect us.

Employees

        As of December 31, 2004, we employed directly and indirectly through crewing or manning agreements approximately 3,900 individuals. All indirect employees support offshore marine vessel operations. In Nigeria, a joint venture company assists with vessel management and, at December 31, 2004, employed approximately 150 individuals. Also at December 31, 2004, our North Sea operations were provided approximately 400 seamen through various manning agencies.

        Unions represent seamen employed in the United Kingdom and West Africa, employees of an Offshore Marine Services' joint venture in Nigeria and certain individuals employed in Environmental Services. Furthermore, in recent years, maritime labor unions have attempted to organize seamen employed by Offshore Marine Services in its U.S. Gulf of Mexico operations. Although we are not aware of any current union-organizing activities for U.S. seamen employed by Offshore Marine Services, the unionization of our domestic seamen could arise in the future.

Legal Proceedings

        We are involved in various legal and other proceedings, which are ordinary routine litigation incidental to the conduct of our business. We believe that none of these proceedings, if adversely determined, would have a material adverse effect on our financial condition or results of operations.

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MANAGEMENT

        Our by-laws provide that directors are elected annually to serve until the next Annual Meeting of Stockholders or until their earlier resignation or removal and our officers serve at the pleasure of the Board of Directors. The name, age and offices held by each of our directors and executive officers at December 31, 2004 were as follows:

Name		Age		Position
Charles Fabrikant		60		Chairman of the Board of Directors, President and Chief Executive Officer
Randall Blank		55		Executive Vice President and Chief Financial Officer
Dick Fagerstal		44		Senior Vice President, Corporate Development and Treasurer
Milton Rose		60		Vice President of the Company and President and Chief Operating Officer of Offshore Marine Services—Americas Division
Alice Gran		55		Senior Vice President and General Counsel
John Gellert		35		Senior Vice President
Andrew Strachan		57		Vice President
Lenny Dantin		52		Vice President and Chief Accounting Officer
Andrew R. Morse(1)(2)		59		Director
Michael E. Gellert		73		Director
Stephen Stamas(1)(2)		74		Director
Richard M. Fairbanks, III(2)(3)		64		Director
Pierre de Demandolx(2)		64		Director
John C. Hadjipateras(1)(2)		54		Director
Oivind Lorentzen(2)(3)		54		Director
James A. F. Cowderoy		45		Director
Steven J. Wisch(2)(3)		43		Director

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(1)

Member of the Compensation Committee.

(2)

Member of the Nominating and Corporate Governance Committee.

(3)

Member of the Audit Committee.

        Charles Fabrikant is President, Chief Executive Officer and Chairman of the Board, and has been a director of SEACOR and several of its subsidiaries since 1989. Mr. Fabrikant is also a Director of Diamond Offshore Drilling, Inc., a contract oil and gas driller. He is also President of Fabrikant International Corporation ("FIC"), a privately owned corporation engaged in marine investments. FIC may be deemed an affiliate of ours. Mr. Fabrikant is a licensed attorney admitted to practice in the State of New York and in the District of Columbia.

        Randall Blank has been Executive Vice President and Chief Financial Officer since December 1989 and has been the Secretary of SEACOR since October 1992. From December 1989 to

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October 1992, Mr. Blank was Treasurer of SEACOR. In addition, Mr. Blank has been a director of certain of SEACOR's subsidiaries since January 1990 and, since October 1997, has been the Chief Executive Officer of its Environmental Services Division. Mr. Blank is a director of Globe Wireless, and prior to the Chiles Merger, Mr. Blank served as a director of Chiles.

        Dick Fagerstal has been Senior Vice President, Corporate Development and Treasurer since February 2003 and has served as Treasurer since May 2000. From August 1997 to February 2003, Mr. Fagerstal served as Vice President of Finance. Mr. Fagerstal has also served as a director of certain of SEACOR's subsidiaries since August 1997. Prior to the Chiles Merger, Mr. Fagerstal served as a director, Senior Vice President and Chief Financial Officer of Chiles.

        Milton Rose has been Vice President of SEACOR and President and Chief Operating Officer of Offshore Marine Services—Americas Division since January 1993. Mr. Rose also serves as a director of various SEACOR joint ventures.

        Alice Gran has been Senior Vice President and General Counsel. Ms. Gran is responsible for managing legal, insurance and certain risk management functions. Ms. Gran joined SEACOR in July 1998 and is a licensed attorney admitted to practice in the District of Columbia.

        John Gellert has been Senior Vice President since June 2004. Mr. Gellert's primary responsibility is running the domestic and international divisions of Offshore Marine Services. From 2000 to June 2004, Mr. Gellert served as Vice President in charge of worldwide chartering. Mr. Gellert has been an employee of SEACOR since 1992. Mr. Gellert's father, Michael Gellert, is a director of SEACOR.

        Andrew Strachan has been Vice President since April 1997 and a director and officer of certain SEACOR subsidiaries since December 1996.

        Lenny Dantin has been Vice President and Chief Accounting Officer since March 1991. From October 1992 to May 2000, Mr. Dantin was Treasurer of SEACOR. In addition, Mr. Dantin has been an officer and director of certain of SEACOR's subsidiaries since January 1990.

        Andrew R. Morse has been Senior Vice President—Investments at the Morse Group at UBS Financial Services Inc., a New York-based investment banking firm, since October 2001. Mr. Morse was Senior Vice President—Investments of Salomon Smith Barney Inc. of New York, an investment banking firm, and Smith Barney Inc., its predecessor, from March 1993 to October 2001. Mr. Morse sits on numerous philanthropic boards.

        Michael E. Gellert has been one of two general partners of Windcrest Partners, a New York-based investment partnership, for more than the past five years. Mr. Gellert is currently a director of the following public corporations: Six Flags, Inc.; Devon Energy Corp.; Humana Inc.; Smith Barney World Funds, Inc.; Travelers Series Fund, Inc.; and Dalet Technologies.

        Stephen Stamas is retired. He served as the Chairman of The American Assembly of Columbia University, a New York-based not-for-profit organization involved in the study of public affairs, from 1987 until March 2003. Mr. Stamas was the Chairman of the New York Philharmonic from 1989 until 1996 and Vice Chairman of The Rockefeller University from 1995 until November 1999. He is Chairman Emeritus and a director of the Greenwall Foundation. From 1973 to 1986, he served as Corporate Vice President of Exxon Corporation.

        Richard M. Fairbanks, III has been a Counselor at the Center for Strategic and International Studies, a Washington, D.C.-based research organization, since April 2000, where he served as Managing Director for Domestic and International Issues from 1994 until April 1999, and President and Chief Executive Officer from May 1999 to April 2000. Mr. Fairbanks was the Managing Partner of the Washington, D.C. office of Paul, Hastings, Janofsky & Walker LLP (a law partnership) from 1985 to 1992, when he became Senior Counsel, a position he held until 1994. Mr. Fairbanks is also a director of GATX Corporation and SPACEHAB, Inc. He formerly served as an Ambassador-at-Large for the United States from 1982 to 1985 and was International Chairman of the Pacific Economic Cooperation

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Council. Mr. Fairbanks is admitted to practice law in the District of Columbia and before the United States Supreme Court.

        Pierre de Demandolx has been a general partner of DPH Conseils, a Paris-based shipping and energy consulting company since October 2003. He had previously served as a general partner of the company from 1997 to 1999. From April 1999 until October 2003, Mr. de Demandolx was the Managing Director of Petroleum Development and Diversification, a London-based consulting agency. From 1995 until September 2001, he was a director of Compagnie Nationale de Navigation ("CNN"), a Paris-based public shipping company owned by Compagnie Maritime Belge. Mr. de Demandolx was the Chief Executive Officer of CNN from September 1990 to June 1996. From 1996 until October 1997, Mr. de Demandolx was the Chairman of the Board of Héli-Union, a Paris-based helicopter transportation company.

        John C. Hadjipateras founded Eagle Ocean Inc., a Stamford, Connecticut-based marine transportation agency concentrating in vessel sales and purchases, chartering, insurance and finance, and has served as its President since its inception in 1980. He is also Managing Director of Eagle Financial Partners, LLC, a venture capital management company founded in 1998, and was Managing Director of Peninsular Maritime Ltd. a shipbrokerage firm, from 1972 until 1993. From 1974 until 1999, Mr. Hadjipateras was a Council member of INTERTANKO, the International Association of Independent Tanker Owners. From 1985 until 1989 he was a Board Member of the Greek Shipping Co-operation Committee, and is currently a Director of KIDSCAPE LTD., and a Member of the Board of Advisors to the Faculty of Language and Linguistics of Georgetown University.

        Oivind Lorentzen has been the President of the Northern Navigation America Inc., a Greenwich Connecticut-based investment and ship owning company concentrating in specialized transportation and structured finance since 1990. From 1979 to 1990 Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and currently sits on its Board of Directors. Mr. Lorentzen is also a director of Blue Danube Inc.

        James A. F. Cowderoy has been the Chairman of Harrisons (Clyde) Ltd., a Glasgow-based ship owning and ship management company, since May 2002. Mr. Cowderoy served as Managing Director of SEACOR International Ltd., a subsidiary of ours, from May 2001 until April 2002. Mr. Cowderoy was Managing Director of Stirling Shipping Company Ltd., a private offshore shipping company based in Glasgow from 1995 until its acquisition by us in May 2001. Mr. Cowderoy is also a director of the North of England P&I Association Ltd. and Marine Shipping Mutual Insurance Company Ltd.

        Steven J. Wisch has been President of Related Investments, a New York-based private investment firm, since November 2003. From December 2001 through August 2002 Mr. Wisch was Chief Operating Officer of The 9/11 United Services Group, a New York-based not-for-profit organization. In December 2001 Mr. Wisch retired as a Partner and Managing Director of Goldman, Sachs & Co., an international investment bank, where he was employed from 1983 through 1985 and from 1987 through December 2001.

Audit Committee

        The Board of Directors has established a standing Audit Committee. The Audit Committee assists the Board in fulfilling its responsibility to oversee management's conduct of our financial reporting process, including the selection of our outside auditors, the review of the financial reports and other financial information provided by us to any governmental or regulatory body, the public or other users thereof, our systems of internal accounting and financial controls and the annual independent audit of our financial statements.

        The current members of the Audit Committee are Messrs. Fairbanks, Lorentzen and Wisch. The Board has determined that all members of the Audit Committee are "independent" and "financially literate" under the rules of the New York Stock Exchange currently applicable to us and are "independent" under the independence criteria established by the Audit Committee members. The

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Board has further determined that Mr. Lorentzen is an "Audit Committee Financial Expert" within the meaning of the regulations of the Securities and Exchange Commission, and is independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the rules promulgated by the SEC under the Exchange Act.

Executive Compensation

Summary Compensation Table

        The following table sets forth certain compensation information regarding compensation awarded to, earned by and paid to our Chief Executive Officer and each other executive officer required under SEC rules to be included herein (the "Named Executive Officers") in respect of the fiscal year ended December 31, 2004.

		Annual Compensation						Long-Term Compensation
Position(s)		Year		Salary ($)		Bonus ($)(1)		Restricted Stock Awards ($)(2)		Number of Securities Underlying Options (#)(3)		All Other Compensation ($)(4)
Charles Fabrikant(5) Chairman of the Board, President, and Chief Executive Officer		2004 2003 2002		525,000 525,000 525,000		1,250,000 125,000 1,250,000		986,100 344,400 1,459,500		30,000 30,000 30,000		6,150 6,000 5,500
Randall Blank(6) Chief Financial Officer, Executive Vice President, and Secretary		2004 2003 2002		335,000 335,000 335,000		200,000 100,000 350,000		276,108 137,760 216,840		10,000 10,000 7,500		6,150 6,000 5,500
Dick Fagerstal(7) Senior Vice President, Corporate Development and Treasurer		2004 2003 2002		280,000 280,000 250,000		150,000 62,500 265,000		197,220 107,625 271,050		10,000 5,000 10,000		6,150 6,000 5,500
John Gellert(8) Senior Vice President		2004 2003 2002		155,000 155,000 145,000		75,000 62,500 80,000		230,090 96,863 242,813		15,000 10,000 10,000		6,150 6,000 5,500
Alice Gran(9) Senior Vice President and General Counsel		2004 2003 2002		260,000 235,000 235,000		60,000 40,000 80,000		98,610 34,440 62,550		4,000 3,000 1,500		10,975 11,365 11,900

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(1)

Sixty percent (60%) of the bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Any outstanding balance is payable upon the death, disability, termination without "cause" of the employee, or the occurrence of a "change-in-control" of the Company.

(2)

The value indicated is based on the number of shares awarded and the stock price on the issuance date. We provided to the Named Executive Officers three types of Restricted Stock Awards. Each award of Three-Year Restricted Stock ("Three-Year Stock") vests in three equal annual installments, commencing approximately on the first anniversary of the date of award. Each award of One-Year Restricted Stock ("One-Year Stock") vests approximately one year from the date of the award. Each award of Five-Year Restricted Stock ("Five-Year Stock") vests in five equal annual installments commencing on the first anniversary of the date of the award. Each type of restricted stock vests immediately upon the death, disability, termination "without cause" of the employee, or the occurrence of a "change-in-control" of the Company. If cash dividends are paid

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by us, holders of restricted stock are entitled to receive such dividends whether or not the shares of restricted stock have vested.

(3)

Stock option grants include options granted (or which we have agreed to grant in installments during 2005) on March 11, 2005 as compensation for fiscal year 2004, all to be issued under the 2003 Share Incentive Plan.

(4)

"All Other Compensation" includes contributions made by us to match pre-tax elective deferral contributions (included under Salary) made by Messrs. Fabrikant, Blank, Fagerstal and Gellert and Ms. Gran under the SEACOR Savings Plan, a defined contribution plan established by us effective July 1, 1994 which meets the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code").

(5)

Mr. Fabrikant was granted restricted stock awards as follows: for 2004, 10,000 shares of Five-Year Stock and 5,000 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated March 11, 2005; for 2003, 3,000 shares of Five-Year Stock and 5,000 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated February 25, 2004; and for 2002, 30,000 shares of Five-Year Stock and 5,000 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated January 15, 2003. At December 31, 2004, Mr. Fabrikant held 38,000 shares of restricted stock having a value of $2,029,200 based upon a closing price of $53.40 per share of common stock on December 31, 2004.

(6)

Mr. Blank was granted restricted stock awards as follows: for 2004, 2,000 shares of Five-Year Stock and 2,200 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated March 11, 2005; for 2003, 1,000 shares of Five-Year Stock and 2,200 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated February 25, 2004; and for 2002, 3,000 shares of Five-Year Stock and 2,200 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated January 15, 2003. At December 31, 2004, Mr. Blank held 6,600 shares of restricted stock having a value of $352,440 based upon a closing price of $53.40 per share of common stock on December 31, 2004.

(7)

Mr. Fagerstal was granted restricted stock awards as follows: for 2004, 1,500 shares of Five-Year Stock and 1,500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated March 11, 2005; for 2003, 1,000 shares of Five-Year Stock and 1,500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated February 25, 2004; and for 2002, 5,000 shares of Five-Year Stock and 1,500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated January 15, 2003. At December 31, 2004, Mr. Fagerstal held 7,500 shares of restricted stock having a value of $400,500 based upon the closing price of $53.40 per share of common stock on December 31, 2004.

(8)

Mr. Gellert was granted restricted stock awards as follows: for 2004, 2,000 shares of Five-Year Stock and 1,500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated March 11, 2005. At December 31, 2004, Mr. Gellert held 6,550 shares of restricted stock having a value of $349,770 based upon the closing price of $53.40 per share of common stock on December 31, 2004

(9)

Ms. Gran was granted restricted stock awards as follows: for 2004, 1,000 shares of Five-Year Stock and 500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated March 11, 2005; for 2003, 300 shares of Five-Year Stock and 500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated February 25, 2004; and for 2002, 1,000 shares of Five-Year Stock and 500 shares of One-Year Stock pursuant to a Restricted Stock Agreement dated January 15, 2003. At December 31, 2004, Ms. Gran held 1,766 shares of restricted stock having a value of $94,304 based upon a closing price of $53.40 per share of common stock on December 31, 2004.

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Stock Options

        On April 18, 1996 and May 14, 2003, SEACOR's stockholders adopted the 1996 Share Incentive Plan and the 2003 Share Incentive Plan, respectively (collectively, the "Plans"). The Plans provide for the grant of options to purchase shares of common stock and for the grant of stock appreciation rights, restricted stock awards, performance awards and stock units to officers and key employees of ours. The Plans are administered by the Compensation Committee of the Board. Each option or share granted to an officer or employee must be evidenced by an agreement containing terms and provisions established by the Compensation Committee in accordance with the Plans.

Option Grants in 2004

        The following table shows all grants of options to acquire shares of common stock in 2004 to the Named Executive Officers.

		Individual Grants
										Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
		Number of Securities Underlying Options Granted (#)
				Percent of Total Options Granted to Employees in Fiscal Year(1)(%)		Exercise or Base Price ($/Sh)
Name								Expiration Date
										5%($)		10%($)
Charles Fabrikant		7,500		6.2		43.05		2/25/14		203,265		515,236
		7,500		6.2		40.04		2/25/14		183,008		460,509
		7,500		6.2		43.34		2/25/14		191,696		478,915
		7,500		6.2		53.58		2/25/14		229,181		568,477
Randall Blank		2,500		2.1		43.05		2/25/14		67,775		171,745
		2,500		2.1		40.04		2/25/14		61,003		153,503
		2,500		2.1		43.34		2/25/14		63,899		159,638
		2,500		2.1		53.58		2/25/14		76,394		189,492
Dick Fagerstal		1,250		1.0		43.05		2/25/14		33,878		85,873
		1,250		1.0		40.04		2/25/14		30,501		76,752
		1,250		1.0		43.34		2/25/14		31,949		79,819
		1,250		1.0		53.58		2/25/14		38,197		94,746
John Gellert		2,500		2.1		43.05		2/25/14		67,755		171,745
		2,500		2.1		40.04		2/25/14		61,003		153,503
		2,500		2.1		43.34		2/25/14		63,899		159,638
		2,500		2.1		53.58		2/25/14		76,394		189,492
Alice Gran		750		0.6		43.05		2/25/14		20,327		51,524
		750		0.6		40.04		2/25/14		18,301		46,051
		750		0.6		43.34		2/25/14		19,170		47,892
		750		0.6		53.58		2/25/14		22,918		56,848

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(1)

The options were granted pursuant to our 2003 Share Incentive Plan to all of our directors at an exercise price equal to the fair market value of the shares of common stock on the date of grant. The grant date of the options is February 25, 2004 and they were issued and the exercise date was determined on various dates during 2004. These options become exercisable at the rate of 25% per year commencing March 4, 2005.

(2)

The potential realizable values represent future opportunity and have not been reduced to reflect the time value of money. The amounts shown under these columns are the result of calculations at the 5% and 10% rates required by the Securities and Exchange Commission, and are not intended to forecast future appreciation of the shares of common stock and are not necessarily indicative of the values that may be realized by the named executive officer.

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value Table(1)

        The following table sets forth certain information with respect to stock option exercises by Named Executive Officers during 2004, and the exercisable and unexercisable options they held at year-end.

Name		Shares Acquired on Exercise(#)		Value Realized ($)		Number of Securities Underlying Unexercised Options at Fiscal Year-End(#) Exercisable/Unexercisable		Value of Unexercised In-the-Money Options at Fiscal Year-End($) Exercisable/ Unexercisable(2)
Charles Fabrikant		—		—		309,750/54,000		8,209,673/625,965
Randall Blank		—		—		54,500/16,000		1,311,306/177,598
Dick Fagerstal		—		—		43,550/13,000		941,440/166,443
John Gellert		—		—		11,500/18,000		220,478/207,735
Alice Gran		—		—		4,903/4,200		100,461/43,824

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(1)

Based on a December 31, 2004 closing price of our common stock of $53.40 per share.

(2)

Excludes options issued in 2005 in respect of 2004 performance.

        We have no employment contracts or formal remuneration arrangements with any of the Named Executive Officers.

Compensation of Directors

        Directors who are officers of ours receive no remuneration by reason of such directorship and are not compensated for attending meetings of the Board or standing committees thereof. Directors who are not officers of ours receive an annual retainer of $15,000 and $1,500 for every regular and special Board and Committee meeting, respectively, that they attend.

        The SEACOR 2003 Non-Employee Director Share Incentive Plan was approved by stockholders at the 2003 Annual Meeting and is administered by the Board of Directors or by a committee designated by the Board. Under the 2003 Non-Employee Director Share Incentive Plan, each member of the Board who is not an employee of SEACOR is granted options and common stock.

        On the date of each annual meeting of the stockholders of SEACOR through 2007, each non-employee Director is granted an option to purchase 3,000 shares of common stock, subject to adjustment. The exercise price of the options granted is the fair market value per share of common Stock on the date the options are granted. Options granted under the 2003 Non-Employee Director Share Incentive Plan will be exercisable at any time following the earlier of the first anniversary of, or the first annual meeting of SEACOR's stockholders after, the date of grant, for a period of up to ten years from date of grant. Subject to the accelerated vesting of options upon a non-employee Director's death or disability or the change in control of SEACOR, if a non-employee Director's service as a director of SEACOR is terminated, his or her options that are not then exercisable will terminate. A non-employee Director's options that are vested but not exercised may, subject to certain exceptions, be exercised (i) within three months after the date of termination of service as a director in cases of termination by reason of voluntary retirement, failure of SEACOR to nominate such director for re-election or failure of such director to be re-elected by stockholders after nomination by SEACOR, or (ii) within one year in the case of termination of service as a director by reason of death or disability. On the date of each Annual Meeting of Stockholders of SEACOR, each non-employee Director in office immediately following such annual meeting is granted the right to receive 500 shares of common stock with such shares to be delivered in four equal installments of 125 shares on the date of such annual meeting and on the dates that are three, six, and nine months thereafter (each such installment of shares, until the delivery date thereof, "Unvested Stock Award"). If a Non-Employee

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Director's service as a director of SEACOR terminates for any reason, any and all Unvested Stock Awards shall terminate.

Compensation Committee Interlocks and Insider Participation

        The Compensation Committee's current members are Messrs. Hadjipateras, Morse and Stamas, and each member of the Compensation Committee is an independent director. No member of the Compensation Committee: (i) was an officer or employee of ours or any subsidiary during 2004; (ii) was formerly an officer of SEACOR or any of its subsidiaries; (iii) served on the board of directors of any other company any of whose executive officers served on SEACOR's Compensation Committee or Board, or (iv) had any other relationship requiring disclosure by us under applicable SEC rules.

Equity Compensation Plan Information

Plan Category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		772,815		$	32.92		953,596
Equity compensation plans not approved by security holders		—			—		—
Total		772,815		$	32.92		953,596

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding beneficial ownership of the Common Stock by: (i) all persons (including any "group" as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) who were known by us to be the beneficial owners of more than 5% of the outstanding common stock, (ii) each director of ours, (iii) each executive officer of ours named in the Summary Compensation Table set forth below under "Executive Compensation," and (iv) all directors and executive officers of ours as a group (17 persons). Except where otherwise indicated in the footnotes to the table, all beneficial ownership information set forth below is as of July 15, 2005.

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(2)		Percentage of Class
Charles Fabrikant(3)		961,766		3.9	%
Randall Blank(4)		91,269		*
Dick Fagerstal (5)		62,965		*
John Gellert(6)		53,111		*
Alice N. Gran(7)		17,278		*
Milton Rose(8)		17,327		*
James A. F. Cowderoy(9)		55,832		*
Pierre de Demandolx(10)		16,000		*
Richard M. Fairbanks, III(11)		33,000		*
Michael E. Gellert(12)		225,858		1.2	%
John C. Hadjipateras(13)		15,600		*
Oivind Lorentzen(14)		20,000		*
Andrew R. Morse(15)		40,031		*
Stephen Stamas(16)		17,500		*
Steven J. Wisch		13,600		*
Dimensional Fund Advisors Inc.(17) 1299 Ocean Avenue Santa Monica, California 90401		1,322,990		5.3	%
Porter Felleman(18) 666 Fifth Avenue New York, New York 10103		2,072,200		8.4	%
T. Rowe Price Associates, Inc.(19) 100 East Pratt Street Baltimore, Maryland 21202		1,239,600		5.0	%
C/R Marine GP Corp.(20) c/o Riverstone Holdings LLC 712 Fifth Avenue, 19th Floor New York, New York 10019		1,479,535		6.0	%
Nautilus Acquisition, L.P.(21) c/o Credit Suisse First Boston Private Equity, Inc. Eleven Madison Avenue New York, New York 10010		3,184,360		12.9	%
All directors and executive officers as a group (17 persons)		1,661,933		6.7	%

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*

Less than 1.0%.

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(1)

Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o SEACOR Holdings Inc., 11200 Richmond Avenue, Suite 400, Houston, Texas 77082.

(2)

The information contained in the table above reflects "beneficial ownership" of the common stock within the meaning of Rule 13d-3 under the Exchange Act. Unless otherwise indicated, all shares of common stock are held directly with sole voting and dispositive power. Beneficial ownership information reflected in the table above includes shares issuable upon the exercise of outstanding stock options exercisable within 60 days after the date of this prospectus.

(3)

Includes 503,221 shares of common stock which Mr. Fabrikant may be deemed to own through his interest in, and control of (i) Fabrikant International Corporation ("FIC"), of which he is President, the record owner of 372,727 shares of common stock, (ii) Fabrikant International Profit Sharing Trust, of which he is the trustee, the record owner of 19,680 shares of common stock, (iii) the E Trust, of which he is Trustee, the record owner of 3,789 shares of common stock, (iv) the H Trust, of which he is trustee, the record owner of 3,789 shares of common stock and (v) VSS Holding Corporation ("VSS Holdings"), of which he is President and sole stockholder, the record owner of 103,236 shares of common stock. Also includes 194,250 shares of common stock issuable upon the exercise of options exercisable within 60 days and 35,400 shares of restricted stock over which Mr. Fabrikant exercises sole voting power.

(4)

Includes 43,000 shares of common stock issuable upon the exercise of options exercisable within 60 days and 6,800 shares of restricted stock over which Mr. Blank exercises sole voting power.

(5)

Includes 46,550 shares of common stock issuable upon the exercise of options exercisable within 60 days and 6,800 shares of restricted stock over which Mr. Fagerstal exercises sole voting power.

(6)

Includes 15,500 shares of common stock issuable upon the exercise of options exercisable within 60 days and 7,300 shares of restricted stock over which Mr. Gellert exercises sole voting power.

(7)

Includes 5,803 shares of common stock issuable upon the exercise of options exercisable within 60 days and 2,340 shares of restricted stock over which Ms. Gran exercises sole voting power.

(8)

Includes 3,900 shares of common stock issuable upon the exercise of options exercisable within 60 days and 960 shares of restricted stock over which Mr. Rose exercises sole voting power.

(9)

Includes 6,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(10)

Includes 15,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(11)

Includes 15,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(12)

Includes 120,000 shares of common stock owned by Windcrest Partners, of which Mr. Gellert is one of two general partners, and 15,000 shares of Common Stock issuable upon the exercise of options exercisable within 60 days.

(13)

Includes 2,000 shares of common stock which Mr. Hadjipateras may be deemed to own through a trust held for his children of which he is the trustee, and 600 shares of common stock owned by his daughter of which he is custodian until her 21st birthday. Also includes 12,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(14)

Includes 9,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(15)

Includes 15,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(16)

Includes 15,000 shares of common stock issuable upon the exercise of options exercisable within 60 days.

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(17)

According to a Schedule 13G filed on February 9, 2005, by Dimensional Fund Advisors Inc. ("Dimensional Fund Advisors"), Dimensional Fund Advisors has sole voting and/or dispositive power with respect to such shares, but disclaims beneficial ownership of such shares.

(18)

According to a Schedule 13G filed on February 14, 2005 jointly by a group consisting of A. Alex Porter, Paul Orlin, Geoffrey Hulme, Jonathan W. Friedland and CF Advisors, LLC, these reporting persons have shared voting and dispositive power as to the following number of shares: A. Alex Porter: 2,072,200; Paul Orlin: 2,072,200; Geoffrey Hulme: 2,026,300; Jonathan W. Friedland: 2,026,300 and CF Advisors, LLC: 1,165,600.

(19)

According to a Schedule 13G filed on February 11, 2005 by T. Rowe Price Associates, Inc. ("T. Rowe Price"), T. Rowe Price has sole voting power with respect to 186,300 shares and sole dispositive power with respect to 1,239,600 shares. According to such Schedule 13G, these securities are owned by various individual and institutional investors for which T. Rowe Price serves as investment adviser with power to direct investments and/or sole power to vote securities. T. Rowe Price expressly disclaims beneficial ownership of such securities.

(20)

According to a Schedule 13G filed on July 15, 2005 jointly by a group consisting of C/R Marine Domestic Partnership, L.P., C/R Marine Non-U.S. Partnership, L.P., C/R Marine Coinvestment, L.P., C/R Marine Coinvestment II, L.P. and C/R Marine GP Corp., these reporting persons have shared voting and dispositive pwoer as to the following number of shares: C/R Marine Domestic Partnership, L.P.: 328,30; C/R Marine Non-U.S. Partnership, L.P.: 1,012,285; C/R Marine Coinvestment, L.P.: 138,173 and C/R Marine Coinvestment II, L.P.: 697. Each of the foregoing entities disclaims beneficial ownership of any shares of Common Stock owned by any other of the foregoing entities. As the sole general partner of each of the foregoing entities, C/R Marine GP Corp. is the beneficial owner of 1,479,535 shares of Common Stock and exercises investment discretion and control over the Common Stock held by each of the foregoing entities, and may be deemed to have the power to dispose or direct the disposition of the shares of Common Stock that each of the foregoing entities holds and to vote or direct the vote of such shares of Common Stock. William 3. Conway, Jr., Daniel A. D'Aniello, David M. Rubenstein, Pierre F. Lapeyre, Jr., David M. Leuschen and Jim H. Derryberry, as the sole stockholders of C/R Marine GP Corp., may be deemed to share beneficial ownership of the share shown as beneficially owned by the foregoing entities and C/R Marine GP Corp. Such persons disclaim any such beneficial ownership.

(21)

According to a Schedule 13G filed on July 7, 2005 jointly by a group consisting of Nautilus Acquisition L.P. ("Nautilus"), Nautilus Intermidiary, L.P. ("Nautilus Intermediary"), Nautilus AIV, L.P. ("Nautilus AIV"), Nautilus GO, LLC ("Nautilus Special GP"), Credit Suisse First Boston, Private Equity, Inc. ("CSFBPE" and, togehter with Nautilus, Nautilus Intermediary, Nautilus AIV and Nautilus Special GP, the "Nautilus Entities"), Merkur-Nautilus Holdings, LLC ("Merkur-Nautilus"), Tunrham-Nautilus Holdings, LLC ("Turnham-Nautilus"), Martin Merkur ("Merkur"), Robert C. Turnham, Jr. ("Turnham"), W.M. Craig ("Craig") and Credit Suisse (the "Bank"), on behalf of itself and its subsidiaries, to the extent they constitute the Credit Suisse First Boston business unit, excluding Asset Management (the "CSFB Entities"), each of the Nautilus Entities has shared voting and dispositive power with respect to the shares of Common Stock held by Nautilus. However, the partnership agreements of each of Nautilus, Nautilus Intermediary, and Nautilus AIV grants, directly or indirectly, the ultimate voting and dispositive power with respect to the shares of Common Stock held by Nautilus to Nautilus Special GP. The CSFB Entities disclaim beneficial ownership of the Common Stock. Merkur-Nautilus, Turnham-Nautilus, Merkur, Turnham and Craig disclaim beneficial ownership of the share of Common Stock held by Nautilus. The address of the principal business office of Nautilus Special GP, Turnham-Nautilus and Turnham is 808 Travis Street, Suite 1320 Houston, Texas 77002. The address of the principal business office of Merkur-Nautilus and Merkur is 2188 Clover Court East Meadow, New York 11554. The address of Craig is 1716 NW Farewell Drive Bend, Oregon. The address of the principal business office of the Bank is Uetilbergstrasse 231 P.O. Box 900 CH 8070 Zurich, Switzerland.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        SCF Barge Pools.    SCF Marine Inc. ("SCF") manages and operates inland river barges for third parties under pooling arrangements, including certain inland river barges owned by Mr. Fabrikant, companies controlled by Mr. Fabrikant (FIC, FIC Barge Line Inc. and VSS Holdings), Mr. Fabrikant's mother, and trusts established for the benefit of Mr. Fabrikant's two children. In 2004, the income earned by Mr. Fabrikant and these affiliates totaled an aggregate of $704,360 ($70,885, $376,475, $51,4486, $178,593 and $16,048 to each of Mr. Fabrikant, FIC, FIC Barge Line Inc., VSS Holdings and Mr. Fabrikant's mother, respectively, and $5,455 to each of the trusts), net of management fees earned by SCF of $111,776.

        SCF Towboat III.    SCF Management Services Inc. manages certain barges owned by SCF Towboat III, LP, a limited partnership of which 14.25% is owned by FIC. In 2003, SCF Towboat III, LP paid to SCF Management Services Inc. management fees of $3,870.

        Bond Participation.    We participate in an investment of certain bonds that are held in the name of VSS Holdings. In connection with this arrangement, VSS Holdings paid to us $4,637 as its participatory share of interest paid under the bonds and $2,512 as its participatory share of principal repayments received during 2003.

        Employment of John Gellert.    John Gellert, son of Michael E. Gellert, a director of SEACOR, is a Senior Vice President of SEACOR and a Named Executive Officer. As compensation for his services as an executive of SEACOR during 2004, Mr. Gellert was paid salary of $155,000 and was awarded a cash bonus of $75,000. Mr. Gellert's salary in 2005 has been paid at a rate of $180,000 per annum. In 2004 Mr. Gellert was also granted 2,250 restricted shares of common stock and options to purchase 10,000 shares of common stock in recognition of his service in 2003. In 2005, Mr. Gellert was granted 3,500 shares of restricted common stock and options to purchase 15,000 shares of common stock in recognition of his service in 2004. All options and restricted common stock vest over time periods ranging from one year to five years.

        Harrisons (Offshore) Limited Revenue Sharing Agreement.    During the second quarter of 2004 pursuant to a provision agreed in connection with our acquisition of Stirling Shipping Holdings Limited in May 2001, we entered into a revenue sharing pooling agreement with Harrisons (Offshore) Limited ("Harrisons"), a Scottish company in which Mr. James Cowderoy, a director of SEACOR, is a shareholder and managing director. Under the pooling agreement, the revenue from two supply vessels owned by us and two supply vessels owned by Harrisons operating in the North Sea was shared pursuant to an agreed allocation formula and Seacor was paid a fee for commercially managing the pool. During 2004, Harrisons earned approximately $0.3 million of additional revenues under the pooling agreement and we earned approximately $0.04 million of management fees. As of December 31, 2004, there was $0.2 million of unpaid pooling allocations due to Harrisons from us under the terms of the pooling agreement. There was no activity under the pooling agreement in 2003 and 2002. The pooling agreement was terminated in February 2005.

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DESCRIPTION OF CAPITAL STOCK

        Our authorized capital stock is 40,000,000 shares of common stock, $0.01 par value, and 10,000,000 shares of preferred stock, $0.01 par value. At July 15, 2005, 24,779,910 shares of common stock and no shares of preferred stock were outstanding. In addition to the summary of our capital stock that follows, we encourage you to review our restated certificate of incorporation, as amended, and amended and restated bylaws, each of which we have filed with the SEC.

        Our certificate of incorporation restricts the amount of our equity securities that may be beneficially owned by foreign persons.

        Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a plurality of the shares of common stock entitled to vote in any election of directors may elect directors. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive proportionately our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

Anti-takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws

        Certain provisions of our certificate of incorporation and bylaws, which we summarize in the following paragraphs, may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

        Our certificate of incorporation requires the affirmative vote of the holders of not less than 66²/3% of the voting power of our outstanding shares to approve any merger, consolidation or similar business combination transaction in which we are not the surviving corporation or in which our shares are exchanged for or changed into other securities, cash or other property, or any combination thereof.

        Our certificate of incorporation provides that stockholders may take action by written consent, but only if the holders of at least 66²/3% of the voting power of our outstanding shares so consent. Special meetings of stockholders may be called only by the chairman of the board of directors, the president or a majority of the board of directors.

        Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders or at a special meeting of stockholders, must provide timely notice of their proposals to the secretary in writing. To be timely as to bringing business before an annual meeting of stockholders, a stockholder's notice must be delivered to or mailed and received at our principal executive offices not less than 90 calendar days prior to the anniversary of the previous year's annual meeting of stockholders (or, if there was no prior annual meeting, not less than 90 calendar days before the second Tuesday in May of the current year). If the date of the annual meeting of stockholders has been changed to be more than 20 days earlier than or 60 days after such anniversary, for notice by the stockholder to be timely, we must receive such notice not later than the later of:

•

90 days prior to such annual meeting of stockholders, or



•

the seventh day following the date on which notice of the date of the meeting is given to stockholders or made public, whichever occurs first.

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        To be timely as to nominating candidates for election as directors, a stockholder's notice must be delivered or mailed and received by our secretary not less than, with respect to an election at an annual meeting, 90 calendar days prior to the anniversary of the previous year's annual meeting, or, if there was no prior annual meeting not less than 90 calendar days prior to the third Tuesday in October of the current year. With respect to an election at a special meeting of stockholders, our secretary must receive the stockholder's notice not less than the close of business on the fifth calendar day following the date on which notice of the meeting is given to stockholders. Our bylaws also specify certain requirements as to the form and content of a stockholder's notice both as to bringing business before an annual meeting of stockholders and as to nominating candidates for election as directors. These provisions could have the effect of delaying stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

        Our certificate of incorporation and our bylaws require the affirmative vote of the holders of not less than 66²/3% of the voting power of our outstanding shares to amend or adopt provisions inconsistent with several of the provisions described that may have an anti-takeover effect.

        The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or otherwise.

        The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage.

Limitation of Liability and Indemnification Matters

        As permitted by applicable Delaware law, our restated certificate of incorporation includes a provision to eliminate the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to limited exceptions. In addition, our bylaws provide that we are required to indemnify our officers and directors under a variety of circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we are required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified. We have also obtained insurance in amounts commensurate with similar public companies covering our directors and officers from claims made in connection with their serving as our directors and officers. We believe that these indemnification provisions are necessary to attract and retain qualified persons as directors and officers.

        At present, we are not aware of any pending or threatened litigation or proceeding involving a director, officer, employee or agent of ours in which indemnification would be required or permitted.

        Insofar as indemnification for liabilities arising under the Securities Act of may be granted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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PLAN OF DISTRIBUTION

        The shares offered hereby may be sold from time to time directly by the selling stockholders or, alternatively, through underwriters, broker-dealers or agents. The shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction) (i) on any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association on which the shares may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents, or (iv) "at the market" to or through market makers or into an existing market for the shares. The selling stockholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling stockholders or borrowed from the selling stockholders or others to settle those sales or to close out any related open borrowing of stock, and may use securities received from the selling stockholders in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

        Some or all of the shares covered by this prospectus may be sold to or through an underwriter or underwriters. Any shares sold in that manner will be acquired by the underwriters for their own accounts and may be resold at different times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The shares may be offered to the public through underwriting syndicates represented by one or more managing underwriters or may be offered to the public directly by one or more underwriters. Any public offering price and any discounts or concessions allowed or paid to dealers may be changed at different times. Under agreements which may be entered into by the selling stockholders, underwriters who participate in the distribution of the shares may be entitled to indemnification by the selling stockholders against certain liabilities, including liabilities under the Securities Act. Some of the underwriters or agents and their associates may be customers of, engage in transactions with and perform services for us or the selling stockholders in the ordinary course of business.

EXPERTS

        Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedule at December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, as set forth in their reports. We have included our financial statements and schedule in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.

        Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements of Seabulk International, Inc. at December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, as set forth in their report. We have included the financial statements of Seabulk International, Inc. in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.

83

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LEGAL MATTERS

        Certain legal matters relating to the shares of common stock that may be offered pursuant to this prospectus will be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.

WHERE YOU CAN FIND MORE INFORMATION

        We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), under which we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials that we have filed with the SEC at the SEC's public reference room located at 450 Fifth Street, N.W, Room 1024, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings also are available to the public on the SEC's website at http://www.sec.gov, which contains reports, proxies and information statements and other information regarding issuers that file electronically. In addition, our SEC filings are available on our website at http://www.seacorholdings.com.

        You may request a copy of these filings at no cost by writing or telephoning us at the following address:

SEACOR Holdings Inc.
INVESTOR RELATIONS
460 Park Avenue, 12th Floor
New York, NY 10022

84

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Consolidated Financial Statements of SEACOR Holdings Inc.
Audited Consolidated Financial Statements:
	Report of Independent Registered Public Accounting Firm		F-2
	Consolidated Balance Sheets as of December 31, 2004 and 2003		F-3
	Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002		F-4
	Consolidated Statements of Changes in Equity for the years ended December 31, 2004, 2003 and 2002		F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002		F-7
	Notes to Consolidated Financial Statements		F-8
Unaudited Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004		F-39
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004		F-40
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004		F-41
	Notes to Condensed Consolidated Financial Statements		F-42

Consolidated Financial Statements of Seabulk International, Inc. and Subsidiaries

Audited Consolidated Financial Statements:
	Report of Independent Registered Public Accounting Firm		F-47
	Consolidated Balance Sheets as of December 31, 2004 and 2003		F-48
	Consolidated Statements of Operations for the years ended December 31, 2004, 2003, and 2002		F-49
	Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003, and 2002		F-50
	Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2004, 2003, and 2002		F-52
	Notes to Consolidated Financial Statements		F-54
Unaudited Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2005 and 2004		F-92
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2005, and 2004		F-93
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005, and 2004		F-94
	Notes to Condensed Consolidated Financial Statements		F-95

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors of SEACOR Holdings Inc.

        We have audited the accompanying consolidated balance sheets of SEACOR Holdings Inc. (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SEACOR Holdings Inc. at December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, based on criteria established in "Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2005 expressed an unqualified opinion thereon.

		/s/ Ernst & Young LLP
New Orleans, Louisiana March 14, 2005

F-2

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

				December 31,
				2004			2003
ASSETS
Current Assets:
	Cash and cash equivalents			$	214,389		$	263,135
	Available-for-sale securities				136,992			48,856
	Receivables:
		Trade, net of allowance for doubtful accounts of $3,357 and $2,800 in 2004 and 2003, respectively			162,986			81,491
		Other			30,064			27,185
	Deferred income taxes				1,747			—
	Prepaid expenses and other				52,543			23,551
		Total current assets			598,721			444,218
Investments, at Equity, and Receivables from 50% or Less Owned Companies					47,870			59,848
Property and Equipment:
	Vessels and equipment				872,979			822,871
	Barges				180,234			89,046
	Helicopters				106,939			37,284
	Construction in progress				30,458			47,134
	Equipment, furniture, fixtures, vehicles and other				45,651			25,368
					1,236,261			1,021,703
	Accumulated depreciation				(310,674	)		(283,487	)
					925,587			738,216
Construction Reserve Funds					144,006			126,140
Other Assets					49,825			34,189
				$	1,766,009		$	1,402,611
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Current portion of long-term debt			$	13,228		$	93
	Accounts payable and accrued expenses				63,461			30,333
	Accrued wages and benefits				14,017			12,840
	Accrued interest				6,041			5,759
	Accrued income taxes				2,634			4,337
	Deferred income taxes				—			4,092
	Accrued liability-short sale of securities				22,070			3,680
	Other current liabilities				21,035			16,381
		Total current liabilities			142,486			77,515
Long-Term Debt					582,367			332,179
Deferred Income Taxes					211,542			190,704
Deferred Income and Other Liabilities					28,988			29,858
Minority Interest in Subsidiaries					6,869			1,909
Stockholders' Equity:
	Common stock, $.01 par value, 40,000,000 shares authorized; 24,545,428 and 24,466,010 shares issued in 2004 and 2003, respectively				245			245
	Additional paid-in capital				412,210			408,828
	Retained earnings				551,273			531,384
	Less 6,237,932 and 5,884,971 shares held in treasury in 2004 and 2003, respectively,at cost				(197,850	)		(183,531	)
	Unamortized restricted stock				(2,423	)		(2,998	)
	Accumulated other comprehensive income:
		Cumulative translation adjustments			18,296			12,994
		Unrealized gain on available-for-sale securities			12,006			3,524
		Total stockholders' equity			793,757			770,446
				$	1,766,009		$	1,402,611

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

F-3

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

			For the years ended December 31,
			2004			2003			2002
Operating Revenues			$	491,860		$	406,209		$	403,158
Costs and Expenses:
	Operating expenses			354,163			287,290			249,892
	Administrative and general			61,425			57,684			53,265
	Depreciation and amortization			57,834			55,506			56,244
				473,422			400,480			359,401
Gains on Asset Sales				10,234			17,522			8,635
Operating Income				28,672			23,251			52,392
Other Income (Expense):
	Interest income			8,422			7,531			8,833
	Interest expense			(22,485	)		(19,313	)		(17,064	)
	Debt extinguishments			—			(2,091	)		(2,338	)
	Gain on sale of Chiles Offshore Inc. shares			—			—			19,719
	Derivative income (loss), net			1,166			2,389			(5,043	)
	Foreign currency transaction gains, net			1,537			3,739			6,281
	Marketable securities sale gains, net			6,435			6,595			3,218
	Other, net			539			(652	)		144
				(4,386	)		(1,802	)		13,750
Income Before Income Tax Expense, Minority Interest and Equity in Earnings of 50% or Less Owned Companies				24,286			21,449			66,142
Income Tax Expense:
	Current			1,368			618			6,007
	Deferred			7,205			9,778			17,027
				8,573			10,396			23,034
Income Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies				15,713			11,053			43,108
Minority Interest in Net Income of Subsidiaries				(483	)		(517	)		(226	)
Equity in Earnings of 50% or Less Owned Companies				4,659			1,418			3,705
Net Income			$	19,889		$	11,954		$	46,587
Basic Earnings Per Common Share			$	1.09		$	0.63		$	2.33
Diluted Earnings Per Common Share			$	1.08		$	0.63		$	2.28
Weighted Average Common Shares
	Basic			18,305,937			19,012,899			19,997,625
	Diluted			18,609,373			19,279,568			21,057,877

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

F-4

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SEACOR HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except share data)

					Common Stock			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Unamortized Restricted Stock			Accumulated Other Comprehensive Income			Comprehensive Income
Balance, December 31, 2003					$	245		$	408,828		$	531,384		$	(183,531	)	$	(2,998	)	$	16,518
	—Net income for fiscal year 2004					—			—			19,889			—			—			—		$	19,889
	—Issuance of common stock:
			Tex-Air Helicopters, Inc. acquisition			—			268			—			—			—			—			—
			Employee Stock Purchase Plan			—			—			—			674			—			—			—
			Exercise of stock options			—			1,287			—			—			—			—			—
			Director stock awards			—			189			—			—			—			—			—
			Issuance of restricted stock			—			1,647			—			—			(1,648	)		—			—
	—Amortization of restricted stock					—			—			—			—			2,141			—			—
	—Cancellation of restricted stock, 1,666 shares					—			(9	)		—			(73	)		82			—			—
	—Net currency translation adjustments					—			—			—			—			—			5,302			5,302
	—Change in unrealized gains on available-for-sale securities					—			—			—			—			—			8,482			8,482
	—Purchase of treasury shares					—			—			—			(14,920	)		—			—			—
Balance, December 31, 2004					$	245		$	412,210		$	551,273		$	(197,850	)	$	(2,423	)	$	30,302		$	33,673
Balance, December 31, 2002					$	243		$	403,590		$	519,430		$	(127,587	)	$	(2,217	)	$	11,492
	—Net income for fiscal year 2003					—			—			11,954			—			—			—		$	11,954
	—Issuance of common stock:
			Employee Stock Purchase Plan			—			—			—			670			—			—			—
			Exercise of stock options			1			1,543			—			—			—			—			—
			Director stock awards			—			116			—			—			—			—			—
			Issuance of restricted stock			1			3,585			—			—			(3,716	)		—			—
	—Amortization of restricted stock					—			—			—			—			2,855			—			—
	—Cancellation of restricted stock, 1,857 shares					—			(8	)		—			(72	)		80			—			—
	—Net currency translation adjustments					—			—			—			—			—			7,244			7,244
	—Change in unrealized gains on available-for-sale securities					—			—			—			—			—			(2,218	)		(2,218	)
	—Conversion of 53/8% Convertible Subordinated Notes due 2006					—			2			—			—			—			—			—
	—Purchase of treasury shares					—			—			—			(56,542	)		—			—			—
Balance, December 31, 2003					$	245		$	408,828		$	531,384		$	(183,531	)	$	(2,998	)	$	16,518		$	16,980

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

F-5

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					Common Stock			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Unamortized Restricted Stock			Accumulated Other Comprehensive Income			Comprehensive Income
Balance, December 31, 2001					$	238		$	384,857		$	472,843		$	(109,638	)	$	(1,985	)	$	(2,617	)
	—Net income for fiscal year 2002					—			—			46,587			—			—			—		$	46,587
	—Issuance of common stock:
			Tex-Air Helicopters, Inc. acquisition			1			2,726			—			—			—			—			—
			Employee Stock Purchase Plan			—			—			—			693			—			—			—
			Exercise of stock options			1			3,380			—			—			—			—			—
			Issuance of restricted stock			1			2,655			—			—			(2,675	)		—			—
			Settlement of equity forward transaction			2			9,998			—			—			—			—			—
	—Amortization of restricted stock					—			—			—			—			2,309			—			—
	—Cancellation of restricted stock, 2,850 shares					—			—			—			(134	)		134			—			—
	—Net currency translation adjustments					—			—			—			—			—			8,224			8,224
	—Change in unrealized gains on available-for-sale securities					—			—			—			—			—			5,885			5,885
	—Conversion of 53/8% Convertible Subordinated Notes due 2006					—			1			—			—			—			—			—
	—Change in share of book value of investment in Chiles Offshore Inc.					—			(27	)		—			—			—			—			—
	—Purchase of treasury shares					—			—			—			(18,508	)		—			—			—
Balance, December 31, 2002					$	243		$	403,590		$	519,430		$	(127,587	)	$	(2,217	)	$	11,492		$	60,696

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

F-6

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

					For the years ended December 31,
					2004			2003			2002
Cash Flows from Operating Activities:
	Net income				$	19,889		$	11,954		$	46,587
	Depreciation and amortization					57,834			55,506			56,244
	Restricted stock amortization					2,141			2,855			2,309
	Director stock awards					189			116			—
	Debt discount amortization, net					229			326			522
	Bad debt expense					1,519			829			9
	Deferred income taxes					7,205			9,778			17,027
	Equity in net earnings of 50% or less owned companies					(4,659	)		(1,418	)		(3,705	)
	Extinguishment of debt					—			2,091			1,520
	Derivative (income) loss					(1,166	)		(2,389	)		5,043
	Foreign currency transaction gains, net					(1,537	)		(3,739	)		(6,281	)
	Gain from sale of available-for-sale securities, net					(6,435	)		(6,595	)		(3,218	)
	Impairment on other investments					—			1,254			—
	Gain on sale of Chiles Offshore Inc. shares					—			—			(19,719	)
	Gain from equipment sales or retirements, net					(10,234	)		(17,522	)		(8,635	)
	Amortization of deferred income on sale and leaseback transactions					(6,525	)		(6,342	)		(7,396	)
	Minority interest in income of subsidiaries					483			517			226
	Other, net					592			450			6,931
		Changes in operating assets and liabilities:
		(Increase) decrease in receivables				(56,100	)		3,559			(2,075	)
		(Increase) decrease in prepaid expenses and other assets				5,644			(4,433	)		(13,600	)
		Increase (decrease)in accounts payable, accrued and other liabilities				23,907			(1,801	)		(4,994	)
			Net cash provided by operations			32,976			44,996			66,795
Cash Flows from Investing Activities:
	Purchases of property and equipment					(200,052	)		(161,842	)		(139,706	)
	Proceeds from the sale of marine vessels, other equipment and property					67,904			143,797			128,669
	Investments in and advances to 50% or less owned companies					(575	)		(7,992	)		(22	)
	Principal payments on notes due from 50% or less owned companies					3,447			1,875			20,665
	Dividends received from 50% or less owned companies					1,545			11,569			1,889
	Proceeds from sale of investment in 50% or less owned companies					5,667			—			—
	Investment in third party note receivable					(5,352	)		—			—
	Purchase of third party contracts					(2,893	)		—			—
	Net increase in construction reserve funds					(17,866	)		(30,880	)		(39,970	)
	Proceeds from sale of available-for-sale securities					157,267			84,255			63,519
	Purchases of available-for-sale securities					(207,551	)		(40,161	)		(49,603	)
	Cash settlements of derivative transactions					257			3,330			(5,712	)
	Acquisitions, net of cash acquired					(118,113	)		(7,756	)		(113	)
	Cash proceeds from sale of Chiles Offshore Inc. shares					—			—			25,365
	Other, net					(257	)		2,064			1,186
			Net cash provided by (used in) investing activities			(316,572	)		(1,741	)		6,167
Cash Flows from Financing Activities:
	Payments on long-term debt					(50,124	)		(71,557	)		(93,801	)
	Premium paid with 53/8% Note extinguishment					—			(632	)		—
	Proceeds from issuance of long-term debt, net of offering costs					294,807			107			197,067
	Common stock acquired for treasury					(14,920	)		(56,542	)		(18,508	)
	Stock options exercised					1,222			936			1,754
	Other, net					740			163			693
			Net cash provided by (used in) financing activities			231,725			(127,525	)		87,205
Effects of Exchange Rate Changes on Cash and Cash Equivalents						3,125			5,359			1,485
Net Increase (Decrease) in Cash and Cash Equivalents						(48,746	)		(78,911	)		161,652
Cash and Cash Equivalents, beginning of period						263,135			342,046			180,394
Cash and Cash Equivalents, end of period					$	214,389		$	263,135		$	342,046

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

F-7

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SEACOR HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    NATURE OF OPERATIONS AND ACCOUNTING POLICIES:

        Nature of Operations.    SEACOR Holdings Inc. ("SEACOR") and its subsidiaries (collectively referred to as the "Company") is in the business of owning, operating, investing in, marketing and remarketing equipment, primarily in the offshore oil and gas and marine transportation industries. The Company also provides emergency environmental response and related services. The Company operates a diversified fleet of offshore support vessels and helicopters servicing oil and gas exploration, development and production facilities worldwide. The Company also operates a fleet of inland river barges transporting grain and other bulk commodities on the U.S. inland waterways. The environmental services segment provides oil spill response, handles environmental remediation projects and offers related consulting services worldwide to those who store, transport, produce or handle petroleum products and environmentally hazardous materials.

        Basis of Consolidation.    The consolidated financial statements include the accounts of SEACOR and its majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

        The Company employs the equity method of accounting for investments in business ventures when it has the ability to exercise significant influence over the operating and financial policies of the ventures. Significant influence is generally deemed to exist if the Company has between 20% and 50% of the voting rights of an investee. The Company reports its investments in and advances to equity investees in the Consolidated Balance Sheets as "Investments, at Equity, and Receivables from 50% or Less Owned Companies." The Company reports its share of earnings or losses of equity investees in the Consolidated Statements of Income as "Equity in Earnings of 50% or Less Owned Companies."

        The Company employs the cost method of accounting for investments in other business ventures that the Company does not have the ability to exercise significant influence. These investments are in private companies, carried at cost, and are adjusted only for other-than-temporary declines in fair value and capital distributions.

        Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Revenue Recognition.    The Company's offshore marine services segment earns and recognizes revenues primarily from the time charter-out and bareboat charter-out of vessels to customers based upon daily rates of hire. A time charter is a lease arrangement under which the Company provides a vessel to a customer and is responsible for all crewing, insurance and other operating expenses. In a bareboat charter, the Company provides only the vessel to the customer, and the customer assumes responsibility to provide for all of the vessel's operating expenses and generally assumes all risk of operation. Vessel charters may range from several days to several years.

        The Company's environmental services segment earns revenues primarily from retainer contracts, spill response activities, consulting fees and industrial and remediation services. Retainer fees are charged to customers for ensuring, by contract, the availability of oil spill response services and equipment at predetermined rates. Such retainer fees are generally recognized ratably over the terms of the contract. Retainer services include employing staff to supervise a response to an oil spill and maintaining specialized equipment. Retainer agreements with vessel owners generally range from one to three years while retainer arrangements with facility owners can be as long as ten years. Spill response revenues are recognized as contracted services are provided and are dependent on the magnitude and number of individual spill responses. Consequently, spill response revenues may vary greatly between comparable periods. Consulting fees are earned from the preparation of customized training programs, the planning of and participation in

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customer oil spill response drill programs, response exercises and other special projects and are recognized as the services are provided based on contract terms. Industrial and remediation services are provided on both a time and material basis and on a fixed fee bid basis and are recognized as the services are provided based on contract terms. For both time and material contracts and fixed fee contracts, the total fees charged are dependent upon the scope of work to be accomplished and the labor and equipment to carry it out.

        The Company's inland river services segment earns revenues primarily from voyage affreightment with customers being charged an established rate per ton for committed barge space to transport cargo from a point of origin to a point of destination during a specific time. Such revenues are generally recognized over the progress of the voyage. In addition, revenues are also earned from cargo stored aboard a barge and when a barge is chartered-out to a third party.

        The Company's helicopter services segment earns revenue primarily through master service agreements, term contracts and day-to-day charter arrangements. Master service agreements require customers to make incremental payments based on usage, have fixed terms ranging from one month to five years, and generally are cancelable upon notice by either party in 30 days. Term contracts and day-to-day charter arrangements are generally non-cancelable and call for a combination of a monthly or daily fixed rental fee plus a charge based on usage. Rental fee revenues are recognized ratably over the contract term and revenues for helicopter usage are recognized as the services are performed.

        Cash Equivalents.    Cash equivalents refer to securities with maturities of three months or less when purchased.

        Accounts Receivable.    Customers of offshore support vessel services and helicopter transportation services are primarily major and large independent oil and gas exploration and production companies. Oil spill, emergency response and remediation services are provided to tank vessel owner/operators, refiners, terminals, municipalities, exploration and production facilities and pipeline operators. Barge customers are primarily major agricultural and industrial companies based within the United States. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its accounts receivable balances and makes provisions for probable doubtful accounts. Accounts receivable are deemed uncollectible and removed from accounts receivable and allowance for doubtful accounts when collection efforts have been exhausted.

        Derivatives.    All of the Company's derivative positions are stated at fair value. Gains and losses associated with changes in derivative fair value are reported on a current basis in the Consolidated Statements of Income as "Derivative income (loss), net".

        Concentrations of Credit Risk.    The Company is exposed to concentrations of credit risks relating to its accounts receivable due from customers in the industries described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have been within management's expectations. The Company is also exposed to concentrations of credit risks associated with its cash and cash equivalents, its available-for-sale securities, and its derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved.

        Property and Equipment.    Equipment, stated at cost, is depreciated over the estimated useful lives of the assets using the straight-line method. New equipment is depreciated over 20 years for offshore support vessels and related equipment, over 20 years for inland river dry cargo and chemical tank barges, generally over 12 years for helicopters and related equipment, and over 2 to 15 years for all other equipment.

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Depreciable life of acquired used equipment is generally based on the life of new equipment described above less years already in service, except for standby vessels where a longer life is used. Depreciation expense totaled $57,544,000, $55,501,000 and $56,239,000 in 2004, 2003 and 2002, respectively.

        Effective January 1, 2003, the Company changed its estimated residual value for newly constructed supply vessels, towing and supply vessels, and anchor handling towing supply vessels from 10% to 5%. The effect on income of this change in accounting estimate was not material.

        Vessel, helicopter and barge maintenance and repair costs and the costs of routine drydock inspections performed on vessels are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of vessels and helicopters as well as major renewals or improvements to other properties are capitalized. Certain interest costs incurred during the construction of equipment was capitalized as part of the assets' carrying values and are being amortized to expense over such assets estimated useful lives. Capitalized interest totaled $645,000, $2,272,000 and $1,092,000 in 2004, 2003 and 2002, respectively.

        Impairment of Long-Lived Assets.    The Company tests its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of any asset or asset group may not be recoverable. As of December 31, 2004, the Company was not aware of any indicators of impairment.

        Business Combinations.    As discussed in Note 5, business combinations completed by the Company have been accounted for under the purchase method of accounting. The cost of each acquired operation is allocated to the assets acquired and liabilities assumed based on their estimated fair values. These estimates are revised during an allocation period as necessary when, and if, information becomes available to further define and quantify the value of the assets acquired and liabilities assumed. The allocation period does not exceed beyond one year from the date of the acquisition. Should information become available after the allocation period, those items are included in operating results. The cost of an enterprise acquired in a business combination includes the direct cost of the acquisition. The operating results of entities acquired are included in the Consolidated Statements of Income from the completion date of the applicable transaction.

        Goodwill.    Goodwill represents the excess of purchase price over fair value of net assets acquired in business combinations and is subjected to annual impairment testing. Based on its impairment test of each defined reporting unit as of December 31, 2004, the Company has determined that the carrying value of goodwill was not impaired.

        Deferred Financing Costs.    Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method. Deferred financing costs amortization expense totaled $483,000, $474,000 and $526,000 in 2004, 2003 and 2002, respectively, is included in the Consolidated Statements of Income as "Interest Expense."

        Self-insurance Liabilities.    The Company maintains business insurance programs with significant self-insured retention primarily relating to its offshore support vessels. In addition, the Company maintains self-insured health benefit plans for its participating employees. The Company limits its exposure to the business insurance programs and health benefit plans by maintaining stop-loss and aggregate liability coverage. Self-insurance losses for claims filed and claims incurred but not reported are accrued based upon the Company's historical loss experience. To the extent that estimated self-insurance losses differ from actual losses realized, the Company's insurance reserves could differ significantly and may result in either higher or lower insurance expense in future periods.

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        Income Taxes.    Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized, except for a special one-time dividends received deduction on the repatriation of certain foreign earnings expected to occur in 2005 as described below. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred assets will not be realized. Deferred taxes are not provided on undistributed earnings of certain non-U.S. subsidiaries and business ventures because the Company considers those earnings to be indefinitely reinvested abroad.

        As a result of the American Jobs Creation Act of 2004, the Company believes it will be in the position to repatriate, for a limited time, accumulated foreign earnings at an effective federal tax rate of 5.25%, which would result in tax obligations significantly less than the deferred taxes previously provided for its unremitted earnings of foreign subsidiaries. The Company is exploring the full impact of the legislation and expects to finalize its repatriation plan during the second quarter of 2005; however, the income tax benefit of such repatriation plan cannot be reasonably estimated at this time. In accordance with FASB Staff Position FAS 109-2, the Company will recognize the income tax benefit of this special one-time dividends received deduction during the period that the Company has decided on a plan for repatriation. As part of the repatriation plan, a portion of the earnings that are currently considered to be permanently invested abroad may be repatriated. At December 31, 2004, the Company had approximately $25.6 million of such earnings for which no U.S. income taxes had been provided.

        Deferred Income.    The Company has entered into vessel sale and leaseback transactions and has sold vessels to business ventures in which it holds an equity ownership interest. Certain of the gains realized from these transactions were not immediately recognized in income and have been reported in the Consolidated Balance Sheets as "Deferred Income and Other Liabilities." In sale and leaseback transactions, gains were deferred to the extent of the present value of minimum lease payments and are being amortized to income as reductions in rental expense over the applicable lease terms. In business venture sale transactions, gains were deferred to the extent of the Company's ownership interest with amortization to income over the applicable vessels' depreciable lives and to the extent of Company purchase financing with amortization to income on the installment method.

(in thousands)
Balance at December 31, 2003		$	25,899
Deferred income from 2004 vessel sales			1,461
2004 amortization of deferred income			(7,284	)
Currency translation and other			(18	)
Balance at December 31, 2004		$	20,058

        Foreign Currency Translation.    The assets, liabilities and results of operations of certain SEACOR subsidiaries are measured using the currency of the primary foreign economic environment within which they operate, their functional currency. Upon consolidating these subsidiaries with SEACOR, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the balance sheet date and their revenues and expenses at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries' financial statements are reported in the Consolidated Balance Sheets as "Accumulated other comprehensive income."

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        Foreign Currency Transactions.    Certain SEACOR subsidiaries enter into transactions denominated in currencies other than their functional currency. Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the Consolidated Statements of Income as "Foreign currency transaction gains, net" in the period in which the currency exchange rates change.

        Earnings Per Share.    Basic earnings per common share were computed based on the weighted-average number of common shares issued and outstanding for the relevant periods. Diluted earnings per common share were computed based on the weighted-average number of common shares issued and outstanding plus all potentially dilutive common shares that would have been outstanding in the relevant periods assuming the vesting of restricted stock grants and the issuance of common shares for stock options and convertible subordinated notes through the application of the treasury stock and if-converted methods. Certain options and share awards, 95,010, 364,805 and 69,300 in 2004, 2003 and 2002, respectively, were excluded from the computation of diluted earnings per share as the effect would have been antidilutive.

(in thousands, except share data)				Income			Shares		Per Share
FOR THE YEAR ENDED 2004
	Basic Earnings Per Share:
		Net income		$	19,889		18,305,937		$	1.09
	Effect of Dilutive Securities:
		Options and restricted stock			—		163,369
		Convertible securities			189		140,067
	Diluted Earnings Per Share:
		Net income available to common stockholders plus assumed conversions		$	20,078		18,609,373		$	1.08
FOR THE YEAR ENDED 2003
	Basic Earnings Per Share:
		Net income		$	11,954		19,012,899		$	0.63
	Effect of Dilutive Securities:
		Options and restricted stock			—		163,308
		Convertible securities			167		103,361
	Diluted Earnings Per Share:
		Net income available to common stockholders plus assumed conversions		$	12,121		19,279,568		$	0.63
FOR THE YEAR ENDED 2002
	Basic Earnings Per Share:
		Net income		$	46,587		19,997,625		$	2.33
	Effect of Dilutive Securities:
		Options and restricted stock			—		257,538
		Convertible securities			1,463		802,714
	Diluted Earnings Per Share:
		Net income available to common stockholders plus assumed conversions		$	48,050		21,057,877		$	2.28

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        Comprehensive Income.    Comprehensive income is defined as the total of net income and all other changes in equity of an enterprise that result from transactions and other economic events of a reporting period other than transactions with owners. The Company has chosen to disclose Comprehensive Income in the Consolidated Statements of Changes in Equity. The Company's other comprehensive income was comprised of net currency translation adjustments and unrealized holding gains and losses on available-for-sale securities. Income taxes allocated to each component of other comprehensive income during the years indicated are as follows:

(in thousands)			Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
FOR THE YEAR ENDED 2004
Foreign currency translation adjustments			$	8,157		$	(2,855	)	$	5,302
Unrealized gains on available-for-sale securities:
	Unrealized holding gains arising during period			22,268			(7,794	)		14,474
	Less—reclassification adjustment for gains included in net income			(9,218	)		3,226			(5,992	)
Other comprehensive income			$	21,207		$	(7,423	)	$	13,784
FOR THE YEAR ENDED 2003
Foreign currency translation adjustments			$	11,145		$	(3,901	)	$	7,244
Unrealized gains on available-for-sale securities:
	Unrealized holding gains arising during period			3,117			(1,091	)		2,026
	Less—reclassification adjustment for gains included in net income			(6,529	)		2,285			(4,244	)
Other comprehensive income			$	7,733		$	(2,707	)	$	5,026
FOR THE YEAR ENDED 2002
Foreign currency translation adjustments			$	12,652		$	(4,428	)	$	8,224
Unrealized gains on available-for-sale securities:
	Unrealized holding gains arising during period			12,272			(4,295	)		7,977
	Less—reclassification adjustment for gains included in net income			(3,218	)		1,126			(2,092	)
Other comprehensive income			$	21,706		$	(7,597	)	$	14,109

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        Stock Compensation.    Under Statement of Financial Accounting Standards No. 123 ("SFAS 123"), companies could either adopt a "fair value method" of accounting for its stock based compensation plans or continue to use the "intrinsic value method" as prescribed by APB Opinion No. 25. The Company has elected to continue accounting for its stock compensation plans using the intrinsic value method. Had compensation costs for the plans been determined using a fair value method consistent with SFAS 123, the Company's net income and earnings per share would have been reduced to the following pro forma amounts for the following years ended December 31:

(in thousands, except share and option data)		2004			2003			2002
Net income, as reported		$	19,889		$	11,954		$	46,587
Add: stock based compensation included in net income			1,515			1,931			1,501
Less: stock based compensation using fair value method			(2,353	)		(3,163	)		(3,498	)
Net income, Pro forma		$	19,051		$	10,722		$	44,590
Basic earnings per common share:
As reported		$	1.09		$	0.63		$	2.33
Pro forma			1.04			0.56			2.23
Diluted earnings per share:
As reported		$	1.08		$	0.63		$	2.28
Pro forma			1.03			0.56			2.19
Weighted average fair value of options granted		$	13.86		$	13.99		$	20.03
Weighted average fair value of restricted stock granted		$	43.20		$	41.44		$	43.53
Weighted average fair value of stock granted to non-employee directors		$	43.37		$	38.62		$	—

        The effects of applying a fair value method consistent with SFAS 123 in this pro forma disclosure are not indicative of future events and the Company anticipates that it will award additional stock based compensation in future periods.

        The fair value of each option granted during the periods presented is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: (a) no dividend yield, (b) weighted average expected volatility of 28.6%, 37.2% and 38.8% in the years 2004, 2003 and 2002, respectively, (c) weighted average discount rates of 3.56%, 2.93% and 3.76% in the years 2004, 2003 and 2002, respectively, and (d) expected lives of five years.

        New Accounting Pronouncement.    On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123 (R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Statement 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had the Company adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of the SFAS 123 disclosure of pro forma net income and earnings per share presented above. The Company will adopt the provisions of Statement 123 (R) on July 1, 2005 using the "modified prospective" approach, recognizing compensation expense for

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all unvested employee stock options as of that date and for all subsequent employee stock options granted thereafter.

        Reclassifications.    Certain reclassifications of prior year information have been made to conform to the presentation of current year information.

2.    FINANCIAL INSTRUMENTS:

			December 31, 2004						December 31, 2003
(in thousands)			Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
ASSETS:
	Cash and cash equivalents		$	214,389		$	214,389		$	263,135		$	263,135
	Available-for-sale securities			136,992			136,992			48,856			48,856
	Collateral deposits and notes receivable			9,439			9,439			3,652			3,652
	Notes receivable from business ventures			1,616			see below			2,568			see below
	Construction reserve funds			144,006			144,006			126,140			126,140
	Business ventures, carried at cost			1,000			see below			700			see below
	Derivative instruments			568			568			338			338
LIABILITIES:
	Long-term debt, including current portion			595,595			605,055			332,272			357,490
	Short-sale of securities			22,070			22,070			3,680			3,680

        The carrying value of cash, cash equivalents and collateral cash deposits approximates fair value. The carrying value of construction reserve funds, primarily consisting of auction rate certificates, approximates fair value. The fair values of the Company's available-for-sale securities, notes receivable, derivative instruments, long-term debt, and short-sales of marketable securities were estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar type of arrangements. It was not practicable to estimate the fair value of the Company's notes receivable with business ventures because the timing of settlement of these notes is not certain. It was not practicable to estimate the fair value of the Company's historical cost investments in business ventures because of the lack of a quoted market price and the inability to estimate fair value without incurring excessive costs. Considerable judgment was required in developing certain of the estimates of fair value and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

3.    DERIVATIVE INSTRUMENTS:

        The Company has entered into and settled various positions in forward exchange, option and future contracts that are considered speculative with respect to Norwegian Kroners, Pounds Sterling, Euros, Japanese Yen, Hong Kong Dollar and Singapore Dollar. The Norwegian Kroner contracts enabled the Company to buy Norwegian Kroners in the future at fixed exchange rates which could have offset possible consequences of changes in foreign exchange had the Company decided to conduct business in Norway. The Pound Sterling, Euro, Yen, Hong Kong Dollar and Singapore Dollar contracts enable the Company to buy Pounds Sterling, Euros, Yen, Hong Kong Dollars and Singapore Dollars in the future at fixed exchange rates which could offset possible consequences of changes in foreign exchange of the Company's business conducted in Europe and the Far East. Resulting gains or losses from these transactions are reported in the

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Consolidated Statements of Income as "Derivative income (loss), net" as they do not meet the criteria for hedge accounting. For the years ended December 31, 2004, 2003 and 2002, the Company recognized net gains of $1,790,000, $1,343,000 and $674,000, respectively, from these forward exchange, option and future contracts. At December 31, 2004, the fair market value of the Company's speculative outstanding currency positions, consisting of Pound Sterling, Euro, Japanese Yen and Singapore Dollar contracts, was an unrealized gain of $554,000 included in the Consolidated Balance Sheets as "Other receivables."

        The Company has entered into and settled various positions in natural gas and crude oil via swaps, options and future contracts pursuant to which, on each applicable settlement date, the Company receives or pays an amount, if any, by which a contract price for a swap, an option or a futures contract exceeds the settlement price quoted on the New York Mercantile Exchange ("NYMEX") or receives or pays the amount, if any, by which the settlement price quoted on the NYMEX exceeds the contract price. The general purpose of these transactions is to provide value to the Company should the price of natural gas and crude oil decline which over time, if sustained, would lead to a decline in the Company's offshore assets' market values and cash flows. Resulting gains or losses from these transactions are reported in the Consolidated Statements of Income as "Derivative income (loss), net" as they do not meet the criteria for hedge accounting. For the years ended December 31, 2004, 2003 and 2002, the Company has recognized net losses of $241,000, net losses of $743,000 and net gains of $406,000, respectively, from these commodity transactions. At December 31, 2004, the fair market value of the Company's positions in commodity contracts was an unrealized gain of $50,000 included in the Consolidated Balance Sheets as "Other receivables."

        The Company has entered into and settled various positions in U.S. treasury notes and bonds via futures or options on futures and rate-lock agreements on U.S. treasury notes pursuant to which, on each applicable settlement date, the Company receives or pays an amount, if any, by which a contract price for an option or a futures contract exceeds the settlement price quoted on the Chicago Board of Trade ("CBOT") or receives or pays the amount, if any, by which the settlement price quoted on the CBOT exceeds the contract price. The general purpose of these transactions is to provide value to the Company should the price of U.S. treasury notes and bonds decline leading to generally higher interest rates which, if sustained over time, might lead to a higher interest cost for the Company. Resulting gains or losses from these transactions are reported in the Consolidated Statements of Income as "Derivative income (loss), net" as they do not meet the criteria for hedge accounting. For the years ended December 31, 2004, 2003 and 2002, the Company recognized net losses of $250,000, net gains of $52,000 and net losses of $8,312,000, respectively, with respect to derivative positions in U.S. treasury obligations. At December 31, 2004, the Company had no outstanding position for derivative positions in U.S. treasury obligations.

        During 2004, the Company entered into other speculative derivative positions, primarily options on publicly traded equity securities. For the year ended December 31, 2004, the Company has recognized net losses of $133,000 from these other transactions. At December 31, 2004, the fair market value of the Company's other speculative derivative positions was an unrealized loss of $36,000 included in the Consolidated Balance Sheets as "Other receivables."

        In order to reduce its cost of capital, the Company entered into swap agreements with a major financial institution with respect to $41,000,000 of its 7.2% Senior Notes due 2009 (the 7.2% Notes"). Pursuant to each such agreement and subsequent extensions, such financial institution agreed to pay to the Company an amount equal to interest paid on the notional amount of the 7.2% Notes subject to such agreement, and the Company agreed to pay to such financial institution an amount equal to an agreed upon reduced interest rate on the price of such notional amount of the 7.2% Notes, as set forth in the

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applicable swap agreements. Upon termination of each swap agreement, the financial institution agreed to pay to the Company the amount, if any, by which the fair market value of the notional amount of the 7.2% Notes subject to such swap agreements on such date exceeded the agreed upon price of such notional amount as set forth in such swap agreements, and the Company agreed to pay to such financial institution the amount, if any, by which the agreed upon price of such notional amount exceeded the fair market value of such notional amount on such date. All of the swap agreements have been terminated. For the years ended December 31, 2003 and 2002, the Company recorded gains of $49,000 and $3,877,000, respectively, with respect to these swap agreements in the Condensed Consolidated Statements of Income as "Derivative income (loss), net."

        In order to partially hedge the fluctuation in market value for part of the Company's common stock investment in ENSCO International Incorporated ("ENSCO") acquired in connection with the Chiles Merger (see discussion in Note 5), the Company entered into various transactions (commonly known as "costless collars") during 2002 with a major financial institution on 1,000,000 shares of ENSCO common stock. The effect of these transactions was that the Company would be guaranteed a minimum value of approximately $24.35 and a maximum value of approximately $29.80 per share of ENSCO, at expiration. These costless collars have expired and, as the share value of ENSCO's common stock was between $24.35 and $29.80 at expiration, neither party had a payment obligation under these transactions. For the years ended December 31, 2003 and 2002, the Company recorded a gain of $1,688,000 and a loss of $1,688,000, respectively, with respect to these costless collars in the Condensed Consolidated Statement of Income as "Derivative income (loss), net".

4.    MARKETABLE SECURITIES:

        Marketable equity securities with readily determinable fair values and debt securities are classified by the Company as investments in available-for-sale securities. Available-for-sale securities are current assets representing the investment of cash available for current operations. These investments are reported at their fair values with unrealized holding gains and losses included in the Consolidated Balance Sheets as "Accumulated other comprehensive income." The cost and fair value of marketable securities were as follows:

						Gross Unrealized Holding
Type of Securities			Amortized Cost									Fair Value
						Gains			Losses
			(in thousands)
December 31, 2004:
	Corporate debt securities		$	14,832		$	793		$	—		$	15,625
	Equity securities			103,690			17,950			(273	)		121,367
			$	118,522		$	18,743		$	(273	)	$	136,992
December 31, 2003:
	Corporate debt securities		$	1,793		$	630		$	(15	)	$	2,408
	Equity securities			41,640			5,229			(421	)		46,448
			$	43,433		$	5,859		$	(436	)	$	48,856

        At December 31, 2004, the corporate debt securities have contractual maturities in 2012 and 2013.

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        For the years ended December 31, 2004, 2003 and 2002, the sale of available-for-sale securities resulted in gross realized gains of $9,963,000, $6,845,000 and $4,342,000, respectively, and gross realized losses of $745,000, $316,000 and $1,903,000, respectively. The specific identification method was used to determine the cost of available-for-sale securities in computing realized gains and losses.

        Short sales of marketable equity securities are temporary trading positions held by the Company in anticipation of short-term market movements. The liabilities arising from these positions are reported at fair value with both realized and unrealized gains and losses included in the Consolidated Statement of Income as "Marketable securities sale gains, net." For the years ended December 31, 2004, 2003 and 2002, short sales of marketable securities resulted in gross realized and unrealized gains of $2,083,000, $772,000 and $1,026,000, respectively, and gross realized and unrealized losses of $4,866,000, $706,000 and $247,000, respectively.

5.    ACQUISITIONS AND DISPOSITIONS:

        Era Acquisition.    On December 31, 2004, the Company acquired all of the issued and outstanding shares of Era Aviation, Inc. ("Era") for $118,125,000, subject to working capital adjustments. As a result of this transaction, the Company acquired 81 helicopters and 16 fixed wing aircraft. The Company intends to combine Era's helicopter business within its existing helicopter services segment and has begun a process to sell Era's regional airline service consisting of its fixed wing aircraft. As the sale of the regional aircraft service is expected to occur in 2005, the preliminary purchase price allocation includes assets held for sale of $21,621,000 and related liabilities of $6,199,000 included in the Consolidated Balance Sheets as "Prepaid expenses and other" and "Other current liabilities", respectively.

        NRCES Acquisition.    On October 31, 2003, the Company acquired all of the issued and outstanding shares of NRC Environmental Services Inc. ("NRCES"—formerly Foss Environmental Services, Inc.) for $7,769,000. The selling stockholder of NRCES has the opportunity to receive additional consideration of up to $41,000,000 based upon certain performance standards over a period following the date of the acquisition through December 31, 2008. This additional consideration, if paid, will be allocated to fixed assets and goodwill. As of December 31, 2004, no additional consideration has been paid.

        Yarnell Acquisition.    On June 30, 2003, the Company acquired a controlling interest in Yarnell Marine, LLC ("Yarnell") for $248,000. Prior to this transaction, the Company had a 50% interest in this business venture and accounted for its investment using the equity method.

        Tex-Air Acquisition.    During 2002, the Company acquired 20% of the issued and outstanding shares of Tex-Air Helicopters, Inc. ("Tex-Air") through two separate cash transactions totaling $225,000. On December 31, 2002, the Company acquired the remaining 80% of the issued and outstanding shares of Tex-Air's in a stock-for-stock transaction whereby the Company issued 68,292 shares of SEACOR's common stock, par value $.01 per share, ("Common Stock") valued at $3,033,000. The Company repaid Tex-Air's acquired long-term debt of $6,662,000 in 2002 and 2003. During 2004, all contingent consideration associated with the acquisition was settled with minimal impact to the Company's initial purchase price allocation, including 6,097 escrow shares issued as security for the selling stockholder's obligations under the purchase agreement and additional consideration earned for operating performance. The additional consideration of $170,000 earned for operating performance will be paid with SEACOR's Common Stock in three equal yearly installments beginning in 2005.

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        Unaudited Pro forma Information.    The following unaudited pro forma information has been prepared as if the acquisitions of Era, NRCES and Yarnell had occurred as of January 1, 2003. This pro forma information has been prepared for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition taken place on the dates indicated, nor does it purport to be indicative of the future operating results of the Company.

		Year ended December 31,
(in thousands, except per share data, unaudited)
		2004			2003
Operating Revenues		$	618,860		$	560,348
Net income			14,289			11,575
Basic earnings per share			0.78			0.61
Diluted earnings per share			0.78			0.61

        Purchase Price Allocation.    The following table summarizes the allocation of the purchase price during the following periods related to all of the Company's acquisitions:

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(a)

The purchase price is net of cash acquired, totaling $1,106,000, $261,000 and $302,000 in 2004, 2003 and 2002, respectively, and includes acquisition costs, totaling $1,094,000, $92,000 and $190,000 in 2004, 2003 and 2002, respectively.

        Vessel Construction.    Since January 1, 2002, the Company completed the construction of 16 crew, 2 anchor handling towing supply, 1 mini-supply, 3 supply and 4 towing supply vessels at an approximate aggregate cost of $200,288,000.

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        Vessel Dispositions.    The table below sets forth, during the fiscal years indicated, the number of vessels sold by type of service. At December 31, 2004, 29 vessels previously sold pursuant to sale and leaseback transactions remain chartered-in to the Company.

Type of Vessel		2004		2003		2002
Anchor handling towing supply		1		2		4
Crew		3		16		10
Mini-supply		1		2		—
Standby safety		—		1		3
Supply		4		1		2
Towing supply		6		6		6
Utility		27		28		5
Project		1		—		1
		43		56		31

        Subsequent to December 31, 2004, the Company sold 1 anchor handling towing supply, 5 supply, and 2 crew vessels for $94,721,000, resulting in gains of $11,072,000.

        Other Major Equipment Additions.    Since January 1, 2002, the Company has accepted delivery of 604 newly constructed barges, 6 used towboats, 8 new helicopters, and 5 used helicopters for an approximate aggregate cost of $207,580,000.

        Chiles Disposition.    On August 7, 2002, the stockholders of Chiles Offshore Inc. ("Chiles") approved a merger with ENSCO and the merger was completed. Pursuant to the terms of the merger agreement, Chiles' stockholders received $5.25 and 0.6575 shares of ENSCO common stock for each share of Chiles' common stock they owned at the time of the merger. Upon completion of this merger, the Company received $25,365,000 in cash and 3,176,646 shares of ENSCO's common stock, valued at $73,444,000 on date of close, and recognized an after-tax gain of $12,817,000, or $0.61 per diluted share.

        Prior to the merger, the Company accounted for its investment in Chiles common shares using the equity method. The Company received approximately $2,006,000 in 2002 for management and legal services provided to Chiles.

6.    INVESTMENTS, AT EQUITY, AND RECEIVABLES FROM 50% OR LESS OWNED COMPANIES:

        Investments, carried at equity, and advances to 50% or less owned companies were as follows:

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        Combined Condensed Financials.    Summarized unaudited financial information for the Company's investments, at equity, is as follows:

			Year ended December 31,
			2004			2003			2002
Equity Investees, excluding Chiles:
	Operating revenues		$	149,321		$	122,388		$	112,725
	Operating income			13,777			10,892			16,601
	Net income			10,424			7,110			8,690
Chiles:
	Operating revenues			—			—			58,405
	Operating income			—			—			4,184
	Net income			—			—			7,326

        At December 31, 2004, cumulative net undistributed losses of 50% or less owned companies accounted for by the equity method included in the Company's consolidated retained earnings was $12,077,000.

        TMM Joint Venture.    In 1994, the Company and Grupo TMM, S.A., a Mexican corporation, ("TMM") organized a joint venture to serve the Mexican offshore market. At December 31, 2004, the joint venture operated 26 vessels, 12 owned and 14 chartered-in, including 11 vessels provided by the Company and 3 vessels provided by other vessel owners. Since commencement of operations, the Company has sold 12 of its vessels to the joint venture.

        The Company guarantees up to 40% of obligations for nonpayment that may arise from the bareboat charter-in of three vessels by the TMM joint venture. At December 31, 2004, the Company's guarantee was limited to approximately $8,712,000 and terminates upon completion of the charters, expected in 2008 and 2009. A $750,000 promissory note previously issued the Company as partial payment by the TMM joint venture for the purchase of a vessel from the Company was repaid in 2003. Revenues earned by the Company from the charter of vessels and management services provided the TMM joint venture in 2004, 2003 and 2002 totaled $21,415,000, $11,264,000 and $7,041,000, respectively. Revenues earned by the TMM joint venture from management services provided to the Company in 2004, 2003 and 2002 totaled $2,732,000, $779,000 and $193,000, respectively. During 2003, the joint venture paid the Company an $8,000,000 dividend.

        Globe Wireless L.L.C.    Globe Wireless L.L.C. ("Globe Wireless") and its subsidiaries operate a worldwide network of high frequency radio stations. The network of stations is a wireless data network initially targeted at the maritime industry that supports Internet messaging, telex and facsimile communications. Globe Wireless also provides satellite messaging and voice communication services to the maritime industry. Globe Wireless has experienced negative cash flow; however, the Company

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presently expects Globe Wireless can achieve operating cash break-even without requiring additional equity funding from its shareholders. There can be no assurances that Globe Wireless' future operations will be successful. Should Globe Wireless be unable to meet its funding requirements, SEACOR would be required to commit additional funding or record an impairment charge with respect to its investment.

        Globe Wireless provides the Company's offshore marine business segment with a "ship-to-shore" communication network and has provisioned and installed certain computer hardware, software and electronic equipment aboard its vessels. In fiscal 2004, 2003 and 2002, the Company paid approximately $1,160,000, $1,525,000 and $1,904,000, respectively, to Globe Wireless for services and merchandise provided the Company.

        Pelican Offshore Services Pte Ltd.    In 2000, the Company and Penguin Boat International Limited, a Singapore corporation, ("Penguin") formed a joint venture, Pelican Offshore Services Pte Ltd, also a Singapore corporation ("Pelican"), with each party owning 50% of the venture. In 2004, the Company sold its interest in Pelican to Penguin for $4,751,000 and Pelican repaid its then outstanding advances to the Company of $2,269,000.

        Ultragas Joint Venture.    In 1996, the Company acquired an equity interest in Ultragas Smit Lloyd Ltda and certain other affiliated entities ("Ultragas") that own and operate vessels. Since 1996, the Company and Sociedad Naviera Ultragas Ltda, the Company's joint venture partner in Ultragas and its affiliated companies, formed additional corporations for purposes of owning and operating additional vessels. As of December 31, 2004, this joint venture operated 5 vessels in Chile, Argentina and Brazil, 4 owned and 1 chartered-in.

        The Company guarantees up to 50% of obligations for nonpayment that may arise from the bareboat charter-in of one vessel by the Ultragas joint venture. At December 31, 2004, the Company's guarantee was limited to approximately $1,133,000 and terminates upon completion of the charter in 2005.

        Other.    The Company's other business ventures include offshore marine businesses that own 12 vessels and charter-in an additional vessel, environmental services businesses, an entity that develops and sells software to the ship brokerage and shipping industry, and a corporation that owns a Handymax Dry-Bulk ship.

        At December 31, 2004, loans of $1,789,000 were payable to the Company from certain of these joint ventures. The Company is guarantor of up to $4,073,000 with respect to amounts owing pursuant to a vessel charter between a joint venture in which the Company owns a 50% interest and the vessel owner. The Company's guarantee declines over the life of the charter and terminates in 2008. The Company is also a guarantor of up to $1,530,000 with respect to amounts owed by a joint venture, in which the Company owns 50%, under a five-year banking facility and of up to $1,362,000 with respect to security for the contract performance by another joint venture in which the Company owns 50%. During 2004, 2003 and 2002, the Company received dividends totaling $1,545,000, $2,520,000 and $1,889,000, respectively, from its other business ventures.

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7.    CONSTRUCTION RESERVE FUNDS:

        The Company has established, pursuant to Section 511 of the Merchant Marine Act, 1936, as amended, joint depository construction reserve fund accounts with the Maritime Administration. In accordance with this statute, the Company has been permitted to deposit proceeds from the sale of certain vessels into the joint depository construction reserve fund accounts for purposes of acquiring newly constructed U.S.-flag vessels and qualifying for the Company's temporary deferral of taxable gains realized from the sale of the vessels. From date of deposit, withdrawals from the joint depository construction reserve fund accounts are subject to prior written approval 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. Construction reserve funds are classified as non-current assets as the Company has the intent and ability to maintain the funds for more than one year and/or use the funds to acquire fixed assets. Income from vessel sales previously deferred would become immediately taxable upon release to the Company of sale proceeds that were deposited into joint depository construction reserve funds.

8.    INCOME TAXES:

        Income before income taxes, minority interest and equity in net earnings of 50% or less owned companies derived from the United States and foreign operations for the years ended December 31, are as follows:

        The Company files a consolidated U.S. federal tax return. Income tax expense (benefit) consisted of the following components for the years ended December 31:

        The following table reconciles the difference between the statutory federal income tax rate for the Company to the effective income tax rate:

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        The components of the net deferred income tax liabilities for the years ended December 31 were as follows:

        As of December 31, 2004, the Company has not recognized a deferred tax liability on $25,629,000 of undistributed earnings for certain non-U.S. subsidiaries and business ventures because it considers those earnings to be indefinitely reinvested abroad. Due to the complexities involved, it was not practicable to estimate the deferred tax liability of these indefinitely reinvested earnings without incurring excessive costs. As of December 31, 2004, the Company has net operating loss carryforwards approximating $39,934,000 that expire in 2023 and 2024 and has alternative minimum tax credits of $1,209,000 that carryforward indefinitely.

        The Jobs Creation Act of 2004 extended the carryforward period for foreign tax credits from five to ten years and the Company's foreign tax credit carryforwards of $7,421,000 as of December 31, 2004 will now expire from 2010 through 2015. As a result, the valuation allowance previously provided on the foreign tax credits of $916,000 due to expire in 2005 was reversed in the Company's deferred tax provision for the year ended December 31, 2004.

        The Company believes it is more likely than not that the Company's net operating loss carryforwards and foreign tax credit carryforwards will be utilized through the turnaround of existing temporary differences, future earnings, tax strategies or a combination thereof.

        For employee stock options that are exercised, the Company receives an income tax benefit based on the difference between the option exercise price and the fair market value of the stock at the time the option is exercised. For employee restricted stock grants, the Company receives an income tax benefit or accrues additional taxes based on the difference between the fair market value of the stock at the time of grant and at the time of vesting. The combined benefit, which is recorded in stockholders' equity, was $65,000, $478,000 and $1,608,000 in 2004, 2003 and 2002, respectively.

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9.    LONG-TERM DEBT:

        Long-term debt balances, maturities and interest rates are as follows as of December 31:

        Maturities of long-term debt following December 31, 2004 are as follows:

        7.2% Senior Notes.    The Company's 7.2% Notes were issued under an indenture (the "1997 Indenture") between the Company and First Trust National Association, as trustee. Interest on the 7.2% Notes is payable semi-annually on March 15 and September 15 of each year. The 7.2% Notes may be redeemed at any time at the option of the Company, in whole or from time to time in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of redemption plus a "make-whole" premium, if any, relating to the then prevailing Treasury Yield and the remaining life of the 7.2% Notes. The 1997 Indenture contains covenants including, among others, limitations on liens and sale and leasebacks of certain Principal Properties, as defined in the 1997 Indenture, and certain restrictions on the Company consolidating with or merging into any other Person, as defined in the 1997 Indenture.

        5⁷/8% Senior Notes.    The Company's 5⁷/8% Notes were issued under a supplemental indenture dated as of September 27, 2002 to the base indenture relating to SEACOR's senior debt securities, dated as of January 10, 2001, between SEACOR and U.S. Bank National Association, as trustee. Interest on the 5⁷/8% Notes is payable semiannually on April 1 and October 1 of each year. The 5⁷/8% Notes may be redeemed at any time, in whole or in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption, plus a specified "make-whole" premium.

        2.875% Convertible Senior Debentures.    On December 17, 2004, the Company completed the sale of $250,000,000 aggregate principal amount of its 2.875% Convertible Debentures due December 15, 2024. Interest on the Debentures is payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2005. Beginning December 15, 2011, contingent interest is payable during any subsequent semi-annual interest period if the average market price of the Debentures is equal to or exceeds 120% of their principal amount. The amount of contingent interest payable for any such period will be equal to 0.35% per annum of such average market value of the Debentures. The Debentures are convertible into shares of the Company's common stock at any time at an initial conversion price of $73.15 per share of common stock. After December 20, 2009, the Debentures may be redeemed at any

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time, in whole or in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. On December 15 of 2011, 2014 and 2019, the holders of the debentures may require the Company to purchase for cash all or part of their debentures at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase. The Company incurred $5,193,000 of net underwriting fees associated with this transaction.

        Obligation due vessel builder.    On December 20, 2004, the Company took delivery of an offshore marine vessel and, under the terms of a lease purchase arrangement, the builder has provided the Company with short-term financing of the vessel's purchase price. The Company is required to make minimal monthly lease payments that began in December 2004 and is obligated to purchase the vessel at a fixed price on June 18, 2005. As of December 31, 2004, the carrying value of the lease purchase vessel approximates the total obligations under the lease.

        Revolving Credit Facility.    The Company syndicated a $200,000,000, non-reducing, unsecured revolving credit facility maturing on February 5, 2007. Advances under this revolving credit facility are available for general corporate purposes. Interest on advances will be charged at a rate per annum of LIBOR plus an applicable margin of 65 to 150 basis points based upon the Company's credit rating as determined by Standard and Poor's and Moody's. Adjustments to the applicable margin are the only consequence of a change in the Company's credit rating. The Company is not required to maintain a credit rating under the terms of the facility agreement, and if the Company does not maintain a credit rating, the applicable margin would be determined by financial ratios. The revolving credit facility contains various restrictive covenants covering interest coverage, secured debt to total capitalization, funded debt to total capitalization ratios, the maintenance of a minimum level of consolidated net worth, as well as other customary covenants, representations and warranties, funding conditions and events of default. The revolving credit facility contains no repayment triggers. During 2004, the Company borrowed and repaid outstanding advances totaling $50,000,000. As of December 31, 2004 and 2003, the Company had outstanding letters of credit of $3,837,000 and $1,275,000, respectively, advanced under the revolving credit facility. As of December 31, 2004, the Company had $196,163,000 available for future borrowings under the revolving credit facility and was in compliance with all restrictive covenants.

10.    COMMON STOCK:

        In 2004, 2003 and 2002, the Company acquired 370,490, 1,518,116 and 459,700 shares of Common Stock for treasury, respectively, at an aggregate cost of $14,920,000, $56,542,000, and $18,508,000, respectively. As of December 31, 2004, $43,264,000 of repurchase authority granted by the Company's Board of Directors remains available for the acquisition of additional shares of Common Stock and the Company's 7.2% Notes and 5⁷/8% Notes. Securities are acquired from time to time through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

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11.    BENEFIT PLANS:

        SEACOR Savings Plan.    The Company provides a defined contribution plan to its employees. The Company's contribution is currently limited to 50% of the employee's first 6% of wages invested in such defined contribution plan and is subject to annual review by the Board of Directors. The Company's contributions to the plan were $1,144,000, $1,072,000 and $1,106,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

        Employee Stock Incentive Plans.    SEACOR's stockholders approved the 1992 Non-Qualified Stock Option Plan, the 1996 Share Incentive Plan, and the 2003 Share Incentive Plan (collectively, the "Plans") to provide for the grant of options to purchase shares of Common Stock, stock appreciation rights, restricted stock awards, performance awards and stock units to key officers and employees of the Company. The Compensation Committee of the Board of Directors administers the Plans. The exercise price per share of options granted cannot be less than 100% of the fair market value of Common Stock at the date of grant under the Plans. Options granted under the Plans expire no later than the tenth anniversary of the date of grant. A total of 2,500,000 shares of Common Stock have been reserved for issuance upon adoption of the Plans. Restricted stock and options to purchase shares of Common Stock totaling 132,175 and 183,955 shares were granted pursuant to the Plans during 2004 and 2003, respectively. As of December 31, 2004, there were 861,971 shares available for future grant under the Plans.

        On March 11, 2005, the Compensation Committee granted to certain officers and key employees of the Company 56,585 restricted shares of Common Stock with an aggregate market value of $3,720,000 on the grant date. Also on March 11, 2005, the Compensation Committee granted to certain officers and key employees of the Company, or conditionally agreed to grant in installments during 2005, options to purchase an aggregate of 107,900 shares of Common Stock. The exercise price of the options granted on March 11, 2005 was $65.74 per share of Common Stock. The options that the Compensation Committee agreed to conditionally grant in installments during 2005 will have an exercise price of the fair market value per share of Common Stock on the date of each installment.

        Employee Stock Purchase Plan.    SEACOR's stockholders approved the 2000 Employee Stock Purchase Plan (the "Stock Purchase Plan") that permits SEACOR to offer Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of Common Stock on the first day of the offering period or (ii) the fair market value of Common Stock on the last day of the offering period. Common Stock will be available for purchase under the Stock Purchase Plan for six-month offering periods. The Stock Purchase Plan is intended to comply with Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), but is not intended to be subject to Section 401(a) of the Code or the Employee Retirement Income Security Act of 1974. The Board of Directors of SEACOR may amend or terminate the Stock Purchase Plan at any time; however, no increase in the number of shares of Common Stock reserved for issuance under the Stock Purchase Plan may be made without stockholder approval. A total of 300,000 shares of Common Stock have been reserved for issuance under the Stock Purchase Plan during the ten years following its adoption. During 2004 and 2003, a total of 19,195 and 21,142 shares, respectively, of Common Stock were issued from treasury pursuant to the Stock Purchase Plan. As of December 31, 2004, there were 224,056 shares available for future issuance pursuant to the Stock Purchase Plan.

        Non-employee Director Stock Incentive Plan.    SEACOR's stockholders approved the 2003 Non-Employee Director Share Incentive Plan ("Non-Employee Share Incentive Plan") under which each member of the Board of Directors who is not an employee of SEACOR will be granted

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automatically a stock option to purchase 3,000 shares of Common Stock on the date of each annual meeting of the stockholders of SEACOR commencing with the 2003 Annual Meeting of Stockholders of SEACOR. The exercise price of the options granted under the Non-Employee Director Plan will be equal to 100% of the fair market value per share of Common Stock on the date the options are granted. Options granted under the Non-Employee Share Incentive Plan will be exercisable at any time following the earlier of the first anniversary of, or the first annual meeting of SEACOR's stockholders after, the date of grant, for a period of up to ten years from date of grant. Subject to the accelerated vesting of options upon a non-employee Director's death or disability or the change in control of SEACOR, if a non-employee Director's service as a director of SEACOR is terminated, his or her options will terminate with respect to the shares of Common Stock as to which such options are not then exercisable. A non-employee Director's options that are vested but not exercised may, subject to certain exceptions, be exercised within three months after the date of termination of service as a director in the case of termination by reason of voluntary retirement, failure of SEACOR to nominate such director for re-election or failure of such director to be re-elected by stockholders after nomination by SEACOR, or within one year in the case of termination of service as a director by reason of death or disability. Also on the date of each Annual Meeting of Stockholders of SEACOR, each Non-Employee Director in office immediately following such annual meeting shall be granted the right to receive 500 shares of Common Stock with such shares to be delivered to such Non-Employee Director in four equal installments as follows: 125 shares on the date of such annual meeting and 125 shares on the dates that are three, six, and nine months thereafter (each such installment of shares, until the delivery date thereof, being referred to as an "Unvested Stock Award"); provided, however, if a Non-Employee Director's service as a director of SEACOR terminates for any reason, any and all Unvested Stock Awards shall terminate and become null and void. A total of 150,000 shares of Common Stock have been reserved under the Non-Employee Share Incentive Plan. During 2004 and 2003, options were granted for the purchase of 27,000 and 24,000 shares of Common Stock, respectively, and 4,375 and 3,000 shares of Common Stock were issued, respectively, under the Non-Employee Share Incentive Plan. As of December 31, 2004, there were 91,625 shares available for future issuance pursuant to the Non-Employee Share Incentive Plan.

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        Share Award Transactions.    The following transactions have occurred in connection with the employee stock incentive plans and the non-employee director stock incentive plans during the years ended December 31:

				2004					2003					2002
				Number of Shares		Wt'ed Avg. Exercise/ Grant Price			Number of Shares		Wt'ed Avg. Exercise/ Grant Price			Number of Shares		Wt'ed Avg. Exercise/ Grant Price
Stock Option Activities—Outstanding, at beginning of year				706,619		$	31.25		657,894		$	28.27		807,752		$	25.05
		Granted		121,025		$	43.49		118,300		$	38.13		21,900		$	48.69
		Exercised		(36,894	)	$	33.13		(66,075	)	$	14.16		(150,458	)	$	11.66
		Canceled		(17,935	)	$	37.75		(3,500	)	$	26.80		(21,300	)	$	44.38
	Outstanding, at end of year			772,815		$	32.92		706,619		$	31.25		657,894		$	28.27
	Options exercisable at year end			581,033		$	30.10		555,226		$	28.42		530,062		$	25.01
Restricted stock awards granted				38,150		$	43.20		89,655		$	41.44		61,460		$	43.53
Director stock awards granted				4,375		$	43.37		3,000		$	38.62		—		$	—
Shares available for future grant				953,596					1,097,542					243,140

        The following table summarizes certain information about the options outstanding at December 31, 2004 grouped into three exercise price ranges:

		Exercise Price Range
		$6.43—$12.50			$20.50—$30.71			$31.00—$53.58
Options outstanding at December 31, 2004			165,833			104,678			502,304
Weighted-average exercise price		$	11.65		$	29.64		$	40.63
Weighted-average remaining contractual life (years)			0.27			3.25			8.42
Options exercisable at December 31, 2004			165,833			104,678			310,522
Weighted average exercise price of exercisable options		$	11.65		$	29.64		$	40.11

        On date of issue, the market value of restricted shares issued to certain officers and key employees of the Company is recorded in Stockholders' Equity as Unamortized Restricted Stock and then amortized to expense over defined vesting periods using the straight-line method. During 2004, 2003 and 2002, compensation cost recognized in connection with restricted stock awards totaled $2,141,000, $2,855,000 and $2,309,000, respectively. At December 31, 2004, there were 96,450 shares of unvested restricted stock outstanding at a weighted average price of $42.45. Of the unvested shares outstanding, 47,091, 16,081, 14,866, 14,816 and 3,596 shares will vest in 2005, 2006, 2007, 2008 and 2009, respectively.

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12.    RELATED PARTY TRANSACTIONS:

        The Company manages barge pools as part of its Inland River Services segment. Pursuant to the pooling agreements, operating revenues and expenses of participating barges in a pool are combined and the net results are allocated to participating barge owners based upon the number of days any one participating owner's barges bear to the total number of days of all barges participating in a pool. Mr. Fabrikant, the Chief Executive Officer of SEACOR, companies controlled by Mr. Fabrikant and trusts for the benefit of Mr. Fabrikant's two children own barges that participated in the barge pools managed by the Company prior to the Company's acquisition of SCF and since then, they have continued to participate in the barge pool. In 2004, 2003 and 2002, Mr. Fabrikant and his affiliates earned $593,000, $369,000 and $434,000, respectively, of net barge pool results (after payment of $112,000, $91,000 and $87,000, respectively, in management fees to the Company). As of December 31, 2004 and 2003, the Company owed Mr. Fabrikant and his affiliates $341,000 and $150,000, respectively, for undistributed net barge pool results. Mr. Fabrikant and his affiliates participate in the barge pool on the same terms and conditions as other pool participants who are unrelated to the Company.

        During the second quarter of 2004 pursuant to a provision agreed in connection with the Company's acquisition of Stirling Shipping Holdings Limited in May 2001, the Company entered into a revenue sharing pooling agreement with Harrisons (Offshore) Limited ("Harrisons"), a Scottish company in which Mr. James Cowderoy, a director of SEACOR, is a shareholder and managing director. Under the pooling agreement, the revenue from two supply vessels owned by the Company and two supply vessels owned by Harrisons operating in the North Sea was shared pursuant to an agreed allocation formula and Seacor was paid a fee for commercially managing the pool. During 2004, Harrisons earned $261,000 of additional revenues under the pooling agreement and the Company earned $39,000 of management fees. As of December 31, 2004, there was $187,000 of unpaid pooling allocations due to Harrisons from the Company under the terms of the pooling agreement and $7,000 of unpaid management fees due to the Company from Harrisons. There was no activity under the pooling agreement in 2003 and 2002. The pooling agreement was terminated in February 2005.

13.    COMMITMENTS AND CONTINGENCIES:

        Based upon the Company's commitments at December 31, 2004 to purchase 3 new offshore marine vessels, 25 new dry cargo barges, 16 new chemical tank barges, 32 new helicopters and other equipment, future capital expenditures will approximate $270,593,000. The Company has the right to terminate its commitments at any time with regard to undelivered helicopters without liability to seller other than payment of liquidated damages. Equipment is to be delivered over the next five years with anticipated expenditures of the following:

        Subsequent to December 31, 2004, the Company committed to purchase one new and 4 used offshore marine vessels and 20 new dry cargo barges for $101,376,000.

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        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 financial position, results of its operations or cash flows.

        As of December 31, 2004, the Company leases 29 offshore marine vessels, resulting primarily from sale-leaseback transactions, 17 helicopters, 182 barges and certain facilities and equipment. These leasing agreements have been classified as operating leases for financial reporting purposes and related rental fees are charged to expense over the lease term as they become payable. Vessel leases generally contain purchase and lease renewal options at fair market value or rights of first refusal with respect to the sale or lease of the vessels and range in duration from 1 to 6 years. Certain of the gains realized from various sale-leaseback transactions, totaling $1,285,000, $5,201,000 and $13,822,000 in 2004, 2003 and 2002, respectively, have been deferred in the Consolidated Balance Sheets and are being credited to income as reductions in rental expense over the lease terms. The total rental expense for the Company's operating leases in 2004, 2003 and 2002 totaled $24,195,000, $24,372,000 and $18,783,000 respectively. Future minimum payments under operating leases that have a remaining term in excess of one year at December 31, 2004:

14.    MAJOR CUSTOMERS AND SEGMENT DATA:

        Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has identified the following reporting segments:

        Offshore Marine Services.    Offshore Marine Services operates a diversified fleet of offshore support vessels primarily servicing offshore oil and gas exploration, development and production facilities worldwide. Vessels in this service are employed to deliver cargo and personnel to offshore installations, handle anchors for drilling rigs and other marine equipment, support offshore construction and maintenance work and provide standby safety support and oil spill response services. From time to time, Offshore Marine Services provides specialist services supporting projects, such as well stimulation,

F-31

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seismic data gathering and freight hauling. Offshore Marine Services also offers logistics services in support of offshore oil and gas exploration, development and production operations of its customers, including shorebase, marine transport and other supply chain management services.

        Environmental Services.    Environmental Services provides contractual oil spill response and other professional emergency preparedness services to those who store, transport, produce or handle petroleum and certain non-petroleum oils as required by OPA 90, various state and municipal regulations and international maritime conventions. These services include training, consulting and supervision for emergency preparedness, response and crisis management. The business is conducted through its wholly owned subsidiaries, National Response Corporation ("NRC"), The O'Brien's Group, Inc. and Seacor Environmental Services International Ltd. ("SESI"), formerly International Response Corporation ("IRC"). Beginning with its acquisition in November 2003, NRCES operates primarily on the west coast of the U.S. and, in addition to the above described emergency response services, provides industrial and marine cleaning services, petroleum storage tank removal and site remediation, transportation and disposal of hazardous waste, and environmental equipment and product sales.

        Inland River Services.    Inland River Services is primarily engaged in the operation of a fleet of dry cargo barges principally on the Mississippi and Ohio Rivers and their tributaries, and the Gulf Intracoastal Waterways which parallel the U.S. Gulf of Mexico coast ("U.S. inland waterways") transporting a range of dry-bulk commodities such as grain, coal, aggregate, ore, steel, scrap and fertilizers. As of December 31, 2004, Inland River Services operated a fleet of 1,072 dry cargo barges, of which 674 are owned, 182 chartered-in, 210 managed and six joint ventured. Certain of Inland River Services' barging activities are supported by three wholly-owned towboats. These towboats are operated by a third party. Inland River Services also owns 20 10,000 barrel chemical and product tank barges that are operated by a third party in the transportation of liquid bulk cargoes, such as lube oils, solvents and glycols, on the U.S. inland waterways.

        Helicopter Services.    Helicopter Services commenced operations in December 2002 with the acquisition of Houston based helicopter owner/operator Tex-Air. Before the acquisition of Era, Tex-Air operated 46 helicopters including one leased from Era primarily servicing the offshore oil and gas exploration, development and production industry from its bases in Texas and Louisiana. Following the acquisition of Era at the end of 2004, in addition to services to the offshore oil and gas industry from bases in Alabama, Louisiana, Texas and Alaska, we now provide agricultural and forestry support services and flight-seeing tour services from our newly acquired bases in Nevada and Alaska. The Company also leases aircraft to third parties for operation by those parties.

        Other Activities.    Other business activities of the Company primarily include equity in earnings of 50% or less owned companies unrelated to the reporting segments identified above and Era's regional airline service (see Note 5).

F-32

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        The Inland River Services segment and the Helicopter Services segment are separately reported below due to their increased significance resulting from capital expansion. Certain reclassifications of prior year information have been made to conform to the current year's reportable segment presentation. Reportable segment profit (loss), assets and capital expenditures are as follows:

For the Year Ended December 31, 2004 (in thousands)			Offshore Marine Services			Environmental Services			Inland River Services			Helicopter Services			Other Activities			Total
Operating Revenues:
	External customers		$	286,219		$	115,014		$	66,568		$	24,059		$	—		$	491,860
	Intersegment			502			—			—			3,121			—			3,623
				286,721			115,014			66,568			27,180			—			495,483
Operating Expense				(201,465	)		(89,625	)		(40,711	)		(25,985	)		—			(357,786	)
Administrative and general				(32,610	)		(10,560	)		(1,858	)		(1,713	)		(2	)		(46,743	)
Depreciation and amortization				(43,340	)		(2,779	)		(7,214	)		(4,233	)		—			(57,566	)
Gain (loss) on Asset Sales				10,076			(65	)		111			407			—			10,529
Other income (expense), primarily foreign currency				1,639			(41	)		—			30			—			1,628
Equity in earnings (losses) of 50% or less owned companies				4,838			523			—			—			(702	)		4,659
Reportable Segment Profit (Loss)			$	25,859		$	12,467		$	16,896		$	(4,314	)	$	(704	)		50,204
Corporate																			(15,330	)
Other income (expense) not included above																			(6,014	)
Equity in earnings of 50% or less owned companies																			(4,659	)
Segment Eliminations																			85
Income before Taxes, Minority Interest and Equity Earnings																		$	24,286
Assets:
	Equity Investments		$	23,753		$	777		$	—		$	—		$	23,340		$	47,870
	Goodwill			12,646			14,264			1,493			352			—			28,755
	Other Segment Assets			695,516			78,483			206,238			170,580			21,621			1,172,438
			$	731,915		$	93,524		$	207,731		$	170,932		$	44,961			1,249,063
	Corporate																		516,946
																		$	1,766,009
Capital Expenditures:
	Segment		$	72,555		$	4,914		$	94,616		$	27,070		$	—			199,155
	Corporate																		897
																		$	200,052

F-33

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For the Year Ended December 31, 2003 (in thousands)			Offshore Marine Services			Environmental Services			Inland River Services			Helicopter Services			Other Activities			Total
Operating Revenues:
	External customers		$	315,822		$	44,045		$	27,653		$	18,553		$	136		$	406,209
	Intersegment			294			—			206			2,051			—			2,551
				316,116			44,045			27,859			20,604			136			408,760
Operating Expense				(228,231	)		(24,405	)		(17,017	)		(19,710	)		(235	)		(289,598	)
Administrative and general				(35,082	)		(8,086	)		(1,434	)		(1,671	)		(69	)		(46,342	)
Depreciation and amortization				(46,425	)		(2,509	)		(3,875	)		(2,372	)		—			(55,181	)
Gain (loss) on Asset Sales				17,866			83			(311	)		(100	)		—			17,538
Other income (expense), primarily foreign currency				5,055			(7	)		(886	)		(87	)		(1,190	)		2,885
Equity in earnings (losses) of 50% or less owned companies				2,306			(56	)		—			—			(832	)		1,418
Reportable Segment Profit (Loss)			$	31,605		$	9,065		$	4,336		$	(3,336	)	$	(2,190	)		39,480
Corporate																			(11,926	)
Other income (expense) not included above																			(4,687	)
Equity in earnings of 50% or less owned companies																			(1,418	)
Segment Eliminations																			—
Income before Taxes, Minority Interest and Equity Earnings																		$	21,449
Assets:
	Equity Investments		$	33,891		$	(10	)	$	—		$	—		$	25,967		$	59,848
	Goodwill			12,646			14,264			1,493			305			—			28,708
	Other Segment Assets			683,193			26,898			102,795			44,953			68			857,907
			$	729,730		$	41,152		$	104,288		$	45,258		$	26,035			946,463
	Corporate																		456,148
																		$	1,402,611
Capital Expenditures:
	Segment		$	93,673		$	2,086		$	34,727		$	30,799		$	—			161,285
	Corporate																		557
																		$	161,842

F-34

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For the Year Ended December 31, 2002 (in thousands)			Offshore Marine Services			Environmental Services			Inland River Services			Helicopter Services			Other Activities			Total
Operating Revenues:
	External customers		$	367,914		$	22,087		$	12,395		$	—		$	762		$	403,158
	Intersegment			55			—			212			—			—			267
				367,969			22,087			12,607			—			762			403,425
Operating Expense				(233,486	)		(10,387	)		(6,074	)		—			—			(249,947	)
Administrative and general				(33,806	)		(7,404	)		(1,101	)		—			—			(42,311	)
Depreciation and amortization				(51,079	)		(3,280	)		(1,928	)		—			42			(56,245	)
Gain (loss) on Asset Sales				8,625			10			—			—			—			8,635
Other income (expense), primarily foreign currency				6,307			—			129			—			(11	)		6,425
Equity in earnings (losses) of 50% or less owned companies				5,353			(37	)		—			—			(1,611	)		3,705
Reportable Segment Profit (Loss)			$	69,883		$	989		$	3,633		$	—		$	(818	)		73,687
Corporate																			(11,165	)
Other income (expense) not included above																			7,325
Equity in earnings of 50% or less owned companies																			(3,705	)
Segment Eliminations																			—
Income before Taxes, Minority Interest and Equity Earnings																		$	66,142
Assets:
	Equity Investments		$	39,155		$	83		$	—		$	—		$	22,121		$	61,359
	Goodwill			12,646			14,172			1,523			—			—			28,341
	Other Segment Assets			859,010			12,386			74,956			13,328			—			959,680
			$	910,811		$	26,641		$	76,479		$	13,328		$	22,121			1,049,380
	Corporate																		437,727
																		$	1,487,107
Capital Expenditures:
	Segment		$	94,037		$	1,284		$	43,989		$	—		$	—			139,310
	Corporate																		396
																		$	139,706

        In 2004, 2003 and 2002, the Company did not earn revenues from a single customer that was greater than or equal to 10% of total revenues. For the years ended December 31, 2004, 2003 and 2002, approximately 34%, 46% and 47%, respectively, of the Company's operating revenues were derived from its foreign operations. The Company's foreign operations, primarily contained in its offshore marine services and environmental services segments, are subject to various risks inherent in conducting business in foreign nations. These risks include, among others, political instability, potential vessel seizure, nationalization of assets, terrorist attacks, currency restrictions and exchange rate fluctuations, import-export quotas and other forms of public and governmental regulations, all of which are beyond the control of the Company. Although historically the Company's operations have not been affected materially by such conditions or events, it is not possible to predict whether any such conditions or events might develop in the future. The occurrence of any one or more of such conditions or events could have a material adverse effect on the Company's financial condition and

F-35

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results of operations. Revenues attributed to geographic areas were based upon the country in which the Company provided its services to customers.

			For the year ended December 31,
(in thousands)
			2004			2003			2002
Revenues:
	United States of America		$	322,967		$	217,677		$	212,291
	United Kingdom			73,232			71,996			83,033
	Nigeria			27,953			26,329			36,130
	Other			67,708			90,207			71,704
			$	491,860		$	406,209		$	403,158

        The Company long-lived assets are primarily its property and equipment that are employed in various geographical regions of the world. Certain of the Company's long-lived vessel assets, primarily its offshore marine service fleet, may be redeployed among the Company's geographical areas of operation. The following represents the Company's property and equipment based upon the assets' physical location as of the end of each applicable period presented.

			As of December 31,
(in thousands)
			2004			2003			2002
Property and Equipment:
	United States of America		$	584,387		$	387,948		$	365,474
	United Kingdom			111,993			131,508			182,741
	Mexico			103,336			80,910			15,547
	Nigeria			35,962			46,142			42,121
	Other			89,909			91,708			132,085
			$	925,587		$	738,216		$	737,968

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15.    SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS:

			For the year ended December 31,
(in thousands)
			2004			2003			2002
Income taxes paid			$	3,623		$	5,341		$	15,435
Income taxes refunded				8,109			10,000			—
Interest paid				22,135			22,421			16,194
Schedule of Non-Cash Investing and Financing Activities:
	Obligation due builder of offshore marine vessel			13,218			—			—
	Cancellation of sales-type lease			—			1,710			—
	Exchange of assets with affiliate			—			170			—
	Conversion of 53/8% Notes—Common Stock			—			2			1
	Acquisition of Tex-Air with—Common Stock			268			—			2,727
	—Assumption of debt			—			—			6,662

16.    OTHER ASSETS:

		December 31,
(in thousands)
		2004			2003
Goodwill		$	28,755		$	28,708
Deferred financing costs, net of amortization			7,338			2,627
Notes receivable			6,362			1,135
Intangible asset, net of amortization			4,566			—
Business venture investments, carried at cost			1,000			700
Refundable deposits			1,804			902
Other			—			117
Total other assets		$	49,825		$	34,189

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17.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

        Selected financial information for interim periods are presented below. Earnings per share are computed independently for each of the quarters presented and the sum of the quarterly earnings per share may not necessarily equal the total for the year.

		Quarter Ended
(in thousands, except per share data)
		Dec. 31,			Sept. 30,			June 30,			March 31,
2004:
Operating Revenues		$	181,997		$	116,486		$	97,403		$	95,974
Operating income (loss)			23,398			7,981			1,748			(4,455	)
Net income (loss)			19,316			3,364			173			(2,964	)
Basic earnings (loss) per common share		$	1.06		$	0.18		$	0.01		$	(0.16	)
Diluted earnings (loss) per common share		$	1.03		$	0.18		$	0.01		$	(0.16	)
2003:
Operating Revenues		$	100,956		$	103,234		$	105,159		$	96,860
Operating income			1,775			6,232			9,052			6,192
Net income (loss)			(1,730	)		2,897			6,443			4,344
Basic earnings (loss) per common share		$	(0.09	)	$	0.16		$	0.34		$	0.22
Diluted earnings (loss) per common share		$	(0.09	)	$	0.15		$	0.33		$	0.22

18.    SUBSEQUENT EVENT (UNAUDITED):

        On March 16, 2005, SEACOR announced that it had signed a definitive merger agreement with Seabulk International, Inc. ("Seabulk"). The Boards of Directors of both companies have unanimously approved the transaction. Under the terms of the merger agreement, Seabulk's stockholders will, subject to limited adjustments, receive 0.2694 of a share of our common stock plus cash of $4.00 for each issued and outstanding share of Seabulk common stock. In certain circumstances, the portion of the merger consideration payable in cash may be reduced and shares of Seacor common stock, having a value on the closing date equal to the cash reduction, may be substituted therefor.

        The merger is expected to close by the end of the second quarter of 2005, subject to approval by Seabulk's stockholders of the merger and SEACOR's stockholders of the issuance of shares of common stock in the merger, the receipt of certain regulatory approvals and the satisfaction of customary closing conditions, in accordance with terms of the merger agreement.

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SEACOR HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data, unaudited)

				March 31, 2005			December 31, 2004
ASSETS
Current Assets:
	Cash and cash equivalents			$	395,401		$	214,389
	Available-for-sale securities				74,858			136,992
	Trade and other receivables, net of allowance for doubtful accounts of $3,539 and $3,357, respectively				164,848			193,050
	Prepaid expenses and other current assets				54,148			54,290
		Total current assets			689,255			598,721
Investments, at Equity, and Receivables from 50% or Less Owned Companies					48,284			47,870
Property and Equipment					1,129,306			1,236,261
	Less accumulated depreciation				(283,920	)		(310,674	)
		Net property and equipment			845,386			925,587
Construction Reserve Funds					144,894			144,006
Other Assets					51,134			49,825
				$	1,778,953		$	1,766,009
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Current portion of long-term debt			$	12,983		$	13,228
	Accounts payable and accrued expenses				49,621			63,461
	Other current liabilities				81,093			65,797
		Total current liabilities			143,697			142,486
Long-Term Debt					582,416			582,367
Deferred Income Taxes					208,862			211,542
Deferred Income and Other Liabilities					24,888			28,988
Minority Interest in Subsidiaries					7,158			6,869
Stockholders' Equity:
	Common stock, $.01 par value, 24,755,130 and 24,545,428 shares issued at March 31, 2005 and December 31, 2004				248			245
	Additional paid-in capital				421,150			412,210
	Retained earnings				569,864			551,273
	Treasury stock, 6,313,235 and 6,237,932 shares at March 31, 2005 and December 31, 2004, at cost				(203,065	)		(197,850	)
	Unamortized restricted stock compensation				(5,566	)		(2,423	)
	Accumulated other comprehensive income—
		Cumulative translation adjustments			16,629			18,296
		Unrealized gain on available-for-sale securities			12,672			12,006
		Total stockholders' equity			811,932			793,757
				$	1,778,953		$	1,766,009

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

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SEACOR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data, unaudited)

			Three Months Ended March 31,
			2005			2004
Operating Revenues			$	165,185		$	95,974
Costs and Expenses:
	Operating expenses			115,601			75,030
	Administrative and general			18,495			15,076
	Depreciation and amortization			18,282			13,961
				152,378			104,067
Gains on Asset Sales				13,516			3,638
Operating Income (Loss)				26,323			(4,455	)
Other Income (Expense):
	Interest income			3,679			1,379
	Interest expense			(7,591	)		(5,378	)
	Derivative income (loss), net			(1,590	)		79
	Foreign currency transaction gains (losses), net			(549	)		466
	Marketable securities sale gains, net			6,234			2,749
	Other, net			200			119
				383			(586	)
Income (Loss) Before Income Tax Expense (Benefit), Minority Interest in Loss of Subsidiaries and Equity in Earnings of 50% or Less Owned Companies				26,706			(5,041	)
Income Tax Expense (Benefit)				9,740			(1,502	)
Income (Loss) Before Minority Interest in Loss of Subsidiaries and Equity in Earnings of 50% or Less Owned Companies				16,966			(3,539	)
Minority Interest in Loss of Subsidiaries				34			5
Equity in Earnings of 50% or Less Owned Companies				1,617			570
Income (Loss) from Continuing Operations				18,617			(2,964	)
Loss from Discontinued Operations, net of $14 in taxes				(26	)		—
Net Income (Loss)			$	18,591		$	(2,964	)
Basic Earnings (Loss) Per Common Share:
	Income (Loss) from Continuing Operations		$	1.02		$	(0.16	)
	Loss from Discontinued Operations			—			—
	Net Income (Loss)		$	1.02		$	(0.16	)
Diluted Earnings (Loss) Per Common Share:
	Income (Loss) from Continuing Operations		$	0.90		$	(0.16	)
	Loss from Discontinued Operations			—			—
	Net Income (Loss)		$	0.90		$	(0.16	)
Weighted Average Common Shares:
	Basic			18,248,707			18,467,580
	Diluted			21,908,283			18,467,580

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

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SEACOR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

				Three Months Ended March 31,
				2005			2004
Net Cash Provided by Operating Activities				$	42,816		$	6,370
Cash Flows from Investing Activities:
	Purchase of property and equipment				(34,307	)		(18,818	)
	Proceeds from equipment sales				104,569			7,037
	Purchase of available-for-sale securities				(21,342	)		(21,645	)
	Proceeds from sale of available-for-sale securities				93,880			22,717
	Investments in and advances to 50% or less owned companies				(140	)		(12	)
	Principal payments on notes due from 50% or less owned companies				80			523
	Dividends received from 50% or less owned companies				1,150			123
	Net increase in construction reserve funds				(888	)		(19,736	)
	Cash settlements of derivative transactions				128			(71	)
		Net cash provided by (used in) investing activities			143,130			(29,882	)
Cash Flows from Financing Activities:
	Payments of long-term debt				(255	)		(32	)
	Proceeds from share award plans				2,474			433
	Common stock acquired for treasury				(5,561	)		(4,085	)
	Dividends paid to minority interest holders				(28	)		(41	)
		Net cash used in financing activities			(3,370	)		(3,725	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents					(1,564	)		1,461
Net Increase (Decrease) in Cash and Cash Equivalents					181,012			(25,776	)
Cash and Cash Equivalents, Beginning of Period					214,389			263,135
Cash and Cash Equivalents, End of Period				$	395,401		$	237,359

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

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

1.     Basis of Presentation

        The condensed consolidated financial information for the three months ended March 31, 2005 and 2004 has been prepared by the Company and was not audited by its independent registered public accounting firm. The condensed consolidated financial statements include the accounts of SEACOR Holdings Inc. and its majority owned subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to present fairly the Company's financial position as of March 31, 2005 and its results of operations and cash flows for the three months ended March 31, 2005 and 2004. Results of operations for the interim periods presented are not necessarily indicative of the 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 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 fiscal year ended December 31, 2004.

        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.

        Certain reclassifications of prior period information have been made to conform to the current period presentation.

2.     Seabulk Merger

        On March 16, 2005, SEACOR announced its signing of a definitive merger agreement with Seabulk International, Inc. ("Seabulk"). The Boards of Directors of both companies have unanimously approved the transaction. Under the terms of the merger agreement, Seabulk's stockholders will, subject to limited adjustments, receive 0.2694 of a share of SEACOR common stock, par value $0.01 per share ("Common Stock"), plus cash of $4.00 for each issued and outstanding share of Seabulk common stock. In certain circumstances, the portion of the merger consideration payable in cash may be reduced and shares of Common Stock, having a value on the closing date equal to the cash reduction, may be substituted therefor.

        The aggregate equity value of the transaction is approximately $532.0 million, based on SEACOR issuing 6,641,270 shares of Common Stock at a closing share price of $65.28 on March 16, 2005 plus additional cash consideration of $98.6 million. In addition, approximately $471.0 million in net debt obligations will be assumed by SEACOR.

        The merger is expected to close in accordance with the terms of the merger agreement by the end of the second quarter of 2005 subject to the approval by Seabulk's stockholders of the merger, the approval of SEACOR's stockholders of the issuance of shares of Common Stock to effect the merger, and the satisfaction of customary closing conditions. On April 22, 2005, SEACOR was granted early termination of the waiting period under Hart-Scott-Rodino Antitrust Improvements Act.

3.     Equipment Acquisitions and Dispositions

        Equipment delivered to the Company during the three months ended March 31, 2005 included 25 new dry cargo covered hopper barges, 7 new chemical tank barges and 1 new offshore support vessel

F-42

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for aggregate consideration of $17.9 million. The Company sold 10 vessels and other equipment during the three months ended March 31, 2005 for aggregate consideration of $104.6 million.

4.     Era Aviation, Inc. Acquisition

        On December 31, 2004, the Company acquired all of the issued and outstanding shares of Era Aviation, Inc. ("Era") for $118.1 million. As a result of this transaction, the Company acquired 81 helicopters and 16 fixed wing aircraft. The acquired fixed wing business is presently being marketed for sale. The final purchase price allocation has not been completed and is subject to, among other things, working capital adjustments and the fair value determination of the fixed wing business. The Company does not expect this transaction to result in the recognition of goodwill.

        The operating results of the fixed wing business, including $8.5 million of operating revenues earned in the three months ended March 31, 2005, have been reported as "Discontinued Operations" in the Company's "Statement of Operations." At March 31, 2005, assets and related liabilities of the fixed wing business, amounting to $23.0 million and $6.5 million, respectively, and one acquired Era helicopter, valued at $2.1 million, were held for sale by the Company. Held for sale assets and related liabilities have been reported in "Prepaid expenses and other current assets" and "Other current liabilities", respectively, in the Condensed Consolidated Balance Sheets.

5.     Commitments

        The Company's unfunded capital commitments as of March 31, 2005 for 4 new and 4 used offshore support vessels, 20 new dry cargo covered hopper barges, 9 new chemical tank barges, 32 new helicopters and other equipment totaled $356.5 million. Of these commitments, the Company has the right to terminate its purchase obligation relating to 20 helicopters without liability other than the payment of liquidated damages. Deliveries of the offshore support vessels, dry cargo covered hopper barges, chemical tank barges and other equipment are expected throughout 2005. Deliveries of the 32 helicopters are expected from 2005 through 2009.

        In addition to the purchase commitments discussed above, the Company has placed refundable deposits on 13 additional new helicopters.

        The Company has guaranteed the payment of amounts owed by certain of its joint ventures under vessel charter agreements that expire through 2009. In addition, the Company has guaranteed amounts owed by certain of its joint ventures for a banking facility and a performance guarantee. As of March 31, 2005, the total amount guaranteed by the Company was $15.7 million.

6.     Long-Term Debt

        As of March 31, 2005, the Company had $196.2 million available under its five year, non-reducing, unsecured $200.0 million revolving credit facility that terminates in February 2007.

7.     Deferred Income Taxes

        As a result of the American Jobs Creation Act of 2004, the Company believes it will be in the position to repatriate, for a limited time, accumulated foreign earnings at an effective federal tax rate of 5.25%, which would result in tax obligations significantly less than the deferred taxes previously provided for its unremitted earnings of foreign subsidiaries. The Company is exploring the full impact of the legislation and will finalize its repatriation plan during 2005. In accordance with FASB Staff Position FAS 109-2, the Company will recognize the income tax benefit of this special one-time dividends received deduction during the period that the Company has decided on a plan for repatriation.

F-43

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8.     Stock and Debt Repurchases

        During the three months ended March 31, 2005, the Company acquired a total of 84,647 shares of Common Stock for treasury at an aggregate cost of $5.6 million. As of March 31, 2005, $37.7 million of repurchase authority granted by the Company's Board of Directors remains available for acquisition of additional shares of Common Stock, the Company's 7.2% Senior Notes Due 2009 ("7.2% Notes") and its 5⁷/8% Senior Notes due 2012 ("5⁷/8% Notes"). Securities are acquired from time to time through open market purchases, privately negotiated transactions or otherwise, depending on market conditions.

9.     Earnings (Loss) Per Common Share

        Basic earnings (loss) per common share were computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings (loss) per common share were computed based on the weighted average number of common shares issued and outstanding plus all potentially dilutive common shares that would have been outstanding in the relevant periods assuming the vesting of restricted stock grants and the issuance of common shares for stock options and convertible subordinated notes through the application of the treasury stock and if-converted methods. Diluted earnings (loss) per common share exclude certain options and share awards, totaling 83,560 and 327,454 in the three months ended March 31, 2005 and 2004, respectively, as the effect of their inclusion in the computation would have been antidilutive.

				Net income (loss)			Average O/S Shares		Per Share
For the Three Months Ended March 31, 2005:
	Basic earnings per common share			$	18,591,000		18,248,707		$	1.02
	Effect of dilutive securities—
		Options and restricted stock			—		241,951
		Convertible securities			1,210,000		3,417,625
	Diluted earnings per common share			$	19,801,000		21,908,283		$	0.90
For the Three Months Ended March 31, 2004:
	Basic loss per common share			$	(2,964,000	)	18,467,580		$	(0.16	)
	Effect of dilutive securities—
		Options and restricted stock			—		—
	Diluted loss per common share			$	(2,964,000	)	18,467,580		$	(0.16	)

10.   Comprehensive Income

        For the three months ended March 31, 2005 and 2004, comprehensive income (loss) was $17.6 million and ($0.9 million), respectively. Other comprehensive income (loss) consisted of gains and losses from foreign currency translation adjustments and unrealized holding gains and losses on available-for-sale securities.

11.   Stock Compensation

        Under Statement of Financial Accounting Standards No. 123 ("SFAS 123"), companies could either adopt a "fair value method" of accounting for its stock based compensation plans or continue to use the "intrinsic value method" as prescribed by APB Opinion No. 25. The Company has elected to continue accounting for its stock compensation plans using the intrinsic value method. Had compensation costs for the plans been determined using a fair value method consistent with SFAS 123,

F-44

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the Company's net income (loss) and earnings per share would have been reduced to the following pro forma amounts:

			For the Three Months Ended March 31,
(in thousands, except per share data)
			2005			2004
Net income (loss), as reported			$	18,591		$	(2,964	)
Add: stock based compensation using intrinsic value method				419			416
Less: stock based compensation using fair value method				(565	)		(643	)
Net income (loss), pro forma			$	18,445		$	(3,191	)
Basic earnings (loss) per common share:
	As reported		$	1.02		$	(0.16	)
	Pro forma			1.01			(0.17	)
Diluted earnings (loss) per common share:
	As reported		$	0.90		$	(0.16	)
	Pro forma			0.90			(0.17	)

        The effects of applying a fair value method consistent with SFAS 123 in this pro forma disclosure are not indicative of future events and the Company anticipates that it will award additional stock based compensation in future periods.

12.   New Accounting Pronouncement

        On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123 (R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Statement 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The impact of adopting Statement 123 (R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had the Company adopted Statement 123 (R) in prior periods, the impact of that standard would have approximated the impact of the SFAS 123 disclosure of pro forma net income and earnings per share presented in Note 11. The Company will adopt the provisions of Statement 123 (R) on January 1, 2006 using the "modified prospective" approach, recognizing compensation expense for all unvested employee stock options as of that date and for all subsequent employee stock options granted thereafter.

13.   Segment Information

        Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Certain reclassifications of prior period information have been made to conform to the current period's reportable segment presentation. The Company's basis of measurement of segment profit or loss has

F-45

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not changed from those previously described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

(in thousands)			Offshore Marine Services			Environmental Services			Inland River Services			Helicopter Services			Other			Total
For the Three Months Ended March 31, 2005
Operating Revenues:
	External customers		$	80,324		$	35,893		$	25,530		$	21,236		$	2,202		$	165,185
	Intersegment			26			—			—			363			74			463
				80,350			35,893			25,530			21,599			2,276			165,648
Operating expenses				(52,850	)		(26,655	)		(14,772	)		(20,333	)		(1,454	)		(116,064	)
Administrative and general				(7,501	)		(3,811	)		(508	)		(2,180	)		(401	)		(14,401	)
Depreciation and amortization				(10,670	)		(860	)		(2,597	)		(4,066	)		—			(18,193	)
Gains (losses) on asset sales				12,923			(3	)		11			585			—			13,516
Other income (expense), primarily foreign currency				(540	)		7			(65	)		72			50			(476	)
Equity in earnings of 50% or less owned companies				1,096			291			—			—			230			1,617
Reportable Segment Profit (Loss)			$	22,808		$	4,862		$	7,599		$	(4,323	)	$	701			31,647
Corporate																			(4,188	)
Other income (expense) not included above																			859
Equity in earnings of 50% or less owned companies																			(1,617	)
Segment eliminations																			5
Income before Minority Interest, Taxes and Equity Earnings																		$	26,706
For the Three Months Ended March 31, 2004
Operating Revenues:
	External customers		$	65,974		$	16,392		$	8,576		$	5,032		$	—		$	95,974
	Intersegment			42			—			—			795			—			837
				66,016			16,392			8,576			5,827			—			96,811
Operating expenses				(51,392	)		(12,219	)		(5,990	)		(6,207	)		—			(75,808	)
Administrative and general				(8,498	)		(2,669	)		(408	)		(635	)		(2	)		(12,212	)
Depreciation and amortization				(11,071	)		(547	)		(1,235	)		(1,026	)		—			(13,879	)
Gains (losses) on asset sales				3,420			(3	)		73			148			—			3,638
Other income (expense), primarily foreign currency				556			(2	)		—			—			—			554
Equity in earnings of 50% or less owned companies				1,336			—			—			—			(766	)		570
Reportable Segment Profit (Loss)			$	367		$	952		$	1,016		$	(1,893	)	$	(768	)		(326	)
Corporate																			(3,005	)
Other income (expense) not included above																			(1,140	)
Equity in earnings of 50% or less owned companies																			(570	)
Loss before Minority Interest, Taxes and Equity Earnings																		$	(5,041	)

F-46

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Seabulk International, Inc. and Subsidiaries

        We have audited the accompanying consolidated balance sheets of Seabulk International, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, cash flows, and changes in stockholders' equity, for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Seabulk International, Inc. and Subsidiaries at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

        As described in Note 2, the Company restated the accompanying consolidated statements of cash flows for the years ended December 31, 2003 and 2002.

/s/ Ernst & Young LLP
Certified Public Accountants

Fort Lauderdale, Florida
February 25, 2005

F-47

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

					December 31,
					2004			2003
Assets
Current assets:
	Cash and cash equivalents				$	18,949		$	7,399
	Restricted cash					35,681			28,458
	Trade accounts receivable net of allowance for doubtful accounts of $5,649 in 2004 and $4,321 in 2003, respectively					55,209			49,599
	Other receivables					3,784			10,730
	Marine operating supplies					7,868			8,155
	Prepaid expenses and other current assets					3,627			3,045
		Total current assets				125,118			107,386
Vessels and equipment, net						598,793			527,026
Deferred costs, net						45,053			48,486
Other						17,824			11,542
		Total assets			$	786,788		$	694,440
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable				$	14,918		$	18,805
	Current maturities of long-term debt					16,653			11,037
	Current obligations under capital leases					3,708			3,521
	Accrued interest					4,875			5,812
	Accrued liabilities and other					35,321			37,363
		Total current liabilities				75,475			76,538
Long-term debt						325,965			258,217
Senior notes						152,906			151,472
Obligations under capital leases						28,568			32,246
Other liabilities						4,879			3,136
		Total liabilities				587,793			521,609
Commitments and contingencies
Minority interest						—			476
Stockholders' equity:
	Preferred stock, no par value—authorized 5,000; issued and outstanding, none					—			—
	Common stock—$.01 par value, authorized 40,000 shares; 23,446 and 23,347 shares issued and outstanding in 2004 and 2003, respectively					234			233
	Additional paid-in capital					259,843			259,134
	Accumulated other comprehensive income					55			—
	Unearned compensation					(758	)		(699	)
	Accumulated deficit					(60,379	)		(86,313	)
		Total stockholders' equity				198,995			172,355
			Total liabilities and stockholders' equity		$	786,788		$	694,440

See notes to consolidated financial statements.

F-48

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

				Year Ended December 31,
				2004			2003			2002
Revenue				$	352,328		$	316,558		$	323,997
Vessel and voyage expenses:
	Crew payroll and benefits				88,893			86,409			88,473
	Charter hire				13,848			9,575			7,607
	Repairs and maintenance				26,560			27,282			30,345
	Insurance				11,915			13,285			11,385
	Fuel and consumables				30,316			25,405			28,365
	Port charges and other				20,912			17,720			16,383
					192,444			179,676			182,558
General and administrative					37,526			38,043			38,657
Depreciation, amortization and drydocking					66,132			65,373			66,376
Write-down of assets held for sale					—			1,219			—
Gain on disposal of assets					(4,116	)		(1,463	)		(1,364	)
	Income from operations				60,342			33,710			37,770
Other income (expense):
	Interest expense				(33,888	)		(33,853	)		(44,715	)
	Interest income				309			355			475
	Minority interest in (gains) losses of subsidiaries				(419	)		147			219
	Loss on early extinguishment of debt				—			(1,567	)		(27,823	)
	Other, net				4,624			481			(154	)
		Total other income (expense), net			(29,374	)		(34,437	)		(71,998	)
	Income (loss) before provision for income taxes				30,968			(727	)		(34,228	)
Provision for income taxes					5,034			4,238			4,642
	Net income (loss)			$	25,934		$	(4,965	)	$	(38,870	)
Net income (loss) per common share:
	Net income (loss) per common share—basic			$	1.11		$	(0.21	)	$	(2.72	)
	Net income (loss) per common share—diluted			$	1.09		$	(0.21	)	$	(2.72	)
	Weighted average common shares outstanding—basic				23,264			23,176			14,277
	Weighted average common shares outstanding—diluted				23,761			23,176			14,277

See notes to consolidated financial statements.

F-49

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

						As of December 31,
						2004			2003			2002
									(as restated, see Note 2)
Operating activities:
	Net income (loss)					$	25,934		$	(4,965	)	$	(38,870	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
			Depreciation and amortization of vessels and equipment				40,537			42,330			43,711
			Expenditures for drydocking				(22,931	)		(31,539	)		(23,441	)
			Amortization of drydocking costs				25,595			23,043			22,665
			Amortization of discount on long-term debt and deferred financing costs				1,701			1,531			4,249
			Amortization of unearned compensation				255			238			99
			Provision for (recovery of) bad debts				1,774			(79	)		(93	)
			Gain on disposal of assets				(4,116	)		(1,463	)		(1,364	)
			Loss on early extinguishment of debt				—			1,567			27,823
			Minority interest in gains (losses) of subsidiaries				419			(147	)		(219	)
			Write-down of assets held for sale				—			1,219			—
			Senior and notes payable issued for payment of interest and fees				—			—			626
			Other non-cash items				60			—			551
Changes in operating assets and liabilities:
			Trade accounts and other receivables				(438	)		(8,404	)		12,043
			Other current and long-term assets				(3,517	)		1,099			(4,129	)
			Accounts payable and other liabilities				(6,128	)		13,893			(6,039	)
				Net cash provided by operating activities			59,145			38,323			37,612
Investing activities:
	Purchases of vessels and equipment						(112,740	)		(30,683	)		(3,753	)
	Proceeds from disposals of assets						6,363			9,425			12,675
	Investment in joint venture						(300	)		(400	)		—
	Acquisition of minority interest						(2,410	)		—			—
			Net cash (used in) provided by investing activities				(109,087	)		(21,658	)		8,922

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

				Year Ended December 31,
				2004			2003			2002
				(as restated, see Note 2)
Financing activities:
	Net payments of revolving credit facility				—			—			(9,000	)
	Payments of prior credit facility				—			(148,179	)		(125	)
	Proceeds from prior credit facility				—			—			178,800
	Payments of prior Senior notes				—			—			(101,499	)
	Proceeds from 2003 Senior Notes				—			150,000			—
	Proceeds of Private placement, net of issuance costs				—			—			90,901
	Payments on Amended Credit Facility				(1,483	)		—			—
	Proceeds from Amended Credit Facility				20,000			—			—
	Payments of long-term debt				(7,856	)		(7,408	)		(165,817	)
	Proceeds from long-term debt				69,851			8,622			—
	Payments of Title XI bonds				(7,148	)		(7,378	)		(7,166	)
	Retirement of Title XI bonds				—			(11,181	)		—
	Payments of deferred financing costs under prior credit facility				—			(88	)		(4,128	)
	Payments of deferred financing costs under Senior notes and amended credit facility				(285	)		(5,458	)		—
	Payments of other deferred financing costs				(1,269	)		(226	)		—
	Net proceeds from sale leaseback				—			13,274			—
	Payments of obligations under capital leases				(3,491	)		(9,422	)		(2,986	)
	Proceeds from exercise of stock options				396			307			42
	Proceeds from exercise of warrants				—			2			1
	Increase in restricted cash				(7,223	)		(9,675	)		(12,435	)
		Net cash provided by (used in) financing activities			61,492			(26,810	)		(33,412	)
Change in cash and cash equivalents					11,550			(10,145	)		13,122
Cash and cash equivalents at beginning of period				$	7,399		$	17,544		$	4,422
Cash and cash equivalents at end of period				$	18,949		$	7,399		$	17,544
Supplemental schedule of non-cash investing and financing activities:
	Obligation for fair market value of interest rate swap			$	1,434		$	1,472		$	—
	Vessels exchanged for drydock expenditures			$	—		$	—		$	900
	Senior and notes payable issued for payment of accrued interest and fees			$	—		$	—		$	626
	Issuance of restricted common stock			$	314		$	838		$	—
Supplemental disclosures:
	Interest paid			$	33,315		$	27,780		$	40,085
	Income taxes paid			$	3,646		$	4,169		$	4,537

See notes to consolidated financial statements.

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands)

					Common Stock
										Additional Paid-In Capital
					Shares		Amount
Balance at December 31, 2001					10,506		$	105		$	167,259
Comprehensive loss:
	Net loss				—			—			—
	Translation adjustment				—			—			—
		Total comprehensive loss			—			—			—
Common stock issued upon Private Placement, net of issuance costs of $9,160					12,500			125			90,715
Common stock issued upon exercise of warrants					112			1			—
Common stock issued upon exercise of options					6			—			42
Amortization of unearned compensation					—			—			—
Balance at December 31, 2002					23,124		$	231		$	258,016
Comprehensive loss:
	Net loss				—			—			—
	Translation adjustment				—			—			—
			Total comprehensive loss		—			—			—
Issuance costs related to Private Placement					—			—			(27	)
Common stock issued upon exercise of warrants					51			—			2
Common stock issued upon exercise of options					57			1			306
Restricted common stock issued to officers					115			1			837
Amortization of unearned compensation					—			—			—
Balance at December 31, 2003					23,347		$	233		$	259,134
Comprehensive income:
	Net income:				—			—			—
	Foreign currency item				—			—			—
		Total comprehensive income:			—			—			—
Common stock issued upon exercise of warrants					1			—			—
Common stock issued upon exercise of options					67			1			395
Restricted common stock issued to officers					31			—			314
Amortization of unearned compensation					—			—			—
Other comprehensive income					—			—			—
Balance at December 31, 2004					23,446		$	234		$	259,843

See notes to consolidated financial statements.

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands)

					Accumulated Other Comprehensive Income (Loss)			Unearned Compensation			(Accumulated Deficit)			Total
Balance at December 31, 2001					$	(1	)	$	(198	)	$	(42,478	)	$	124,687
Comprehensive loss:
	Net loss					—			—			(38,870	)		(38,870	)
	Translation adjustment					1			—			—			1
			Total comprehensive loss			—			—			—			(38,869	)
Common Stock issued upon Private Placement, net of issuance costs of $9,160						—			—			—			90,840
Common stock issued upon exercise of warrants						—			—			—			1
Common stock issued upon exercise of options						—			—			—			42
Amortization of unearned compensation						—			99			—			99
Balance at December 31, 2002					$	—		$	(99	)	$	(81,348	)	$	176,800
Comprehensive loss:
	Net loss					—			—			(4,965	)		(4,965	)
	Translation adjustment					—			—			—			—
		Total comprehensive loss				—			—			—			(4,965	)
Issuance costs related to Private Placement						—			—			—			(27	)
Common stock issued upon exercise of warrants						—			—			—			2
Common stock issued upon exercise of options						—			—			—			307
Restricted common stock issued to officers						—			(838	)		—			—
Amortization of unearned compensation						—			238			—			238
Balance at December 31, 2003					$	—		$	(699	)	$	(86,313	)	$	172,355
Comprehensive income:
	Net income:					—			—			25,934			25,934
	Foreign currency item					55			—			—			55
		Total comprehensive income:				—			—			—			25,989
Common stock issued upon exercise of warrants						—			—			—			—
Common stock issued upon exercise of options						—			—			—			396
Restricted common stock issued to officers						—			(314	)		—			—
Amortization of unearned compensation						—			255			—			255
Balance at December 31, 2004					$	55		$	(758	)	$	(60,379	)	$	198,995

See notes to consolidated financial statements.

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

        Seabulk International, Inc. and subsidiaries (collectively, the "Company") provide marine support, tanker and towing services, serving primarily the energy and chemical industries. The Company operates offshore energy support vessels, principally in the U.S. Gulf of Mexico, the Arabian Gulf, offshore West Africa, Southeast Asia, and South America. The Company's fleet of tankers transports petroleum products, specialty chemicals and crude oil primarily in the U.S. domestic trade, with two foreign-flag product tankers in foreign trade. The Company also provides commercial tug services in several ports primarily in the southeastern U.S.

        The Company derives substantial revenue from international operations, primarily under U.S. dollar-denominated contracts with major international oil companies. Risks associated with operating in international markets include vessel seizure, foreign exchange restrictions, foreign taxation, political instability, nationalization, civil disturbances, and other risks that may limit or disrupt markets.

        The accompanying consolidated financial statements include the accounts of Seabulk International, Inc. and its subsidiaries, both majority and wholly-owned. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

2. Summary of Significant Accounting Policies

        Restatement.    The Company recently reviewed its financial statement presentation and disclosure in response to comments received from the staff of the Securities and Exchange Commission (the "SEC") in a normal periodic review of the Company's filings. As a result, the Company is restating the accompanying 2003 and 2002 consolidated statements of cash flows to classify expenditures for drydocking, $31.5 million and $23.4 million, respectively, as an operating activity rather than an investing activity.

        Revenue.    Revenue is generally recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, pricing is fixed or determinable and collection is reasonably assured. For the majority of the offshore energy and towing segments, revenues are recorded on a daily basis as services are rendered. For the tankers segment, revenue is earned under time charters, bareboat charters, consecutive voyage charters or affreightment/voyage contracts. Revenue from time charters and bareboat charters is earned and recognized on a daily basis. Certain time charters contain performance provisions, which provide for decreased fees based upon actual performance against established targets such as speed and fuel consumption. Recorded revenue is based on actual performance. Affreightment/voyage contracts are contracts for cargoes that are committed on a 12 to 30 month basis, with minimum and maximum cargo tonnages specified over the period at fixed or escalating rates per ton. Revenue and voyage expenses for the affreightment contracts and consecutive voyage charters are recognized based upon the percentage of voyage completion. The percentage of voyage completion is based on the number of voyage days worked at the balance sheet date divided by the total number of days expected on the voyage.

        Cash and Cash Equivalents.    The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents consist of money market instruments and overnight investments. The credit risk associated with cash and cash equivalents is considered low due to the high credit quality of the financial institutions.

        Restricted Cash.    At December 31, 2004 and 2003, restricted cash consisted of cash generated from the operations of our five U.S.-flag double-hull tankers (see Note 3) and fixed deposits required in our

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foreign locations that allow our banks to issue short-term tender bonds. The bonds are issued during the process of securing contracts and have expiration dates ranging from three months to one year. Upon expiration of the bonds, the funds are returned to the Company. The Company reclassified approximately $27.0 million from cash and cash equivalents to restricted cash in the consolidated balance sheet as of December 31, 2003, related to the five U.S.-flag double-hull tankers, to conform to the 2004 presentation. Additionally, the Company has a certificate of deposit in the amount of $2.2 million as of December 31, 2004 and 2003, which was required in the financing of a Brazilian vessel acquired in October 2004 (see Note 6). The certificate of deposit is classified as long-term restricted cash and is included in other assets in the accompanying consolidated balance sheets. The Company reclassified $2.2 million related to the certificate of deposit from restricted cash to other assets in the consolidated balance sheet as of December 31, 2003 to conform to the 2004 presentation.

        Accounts Receivable.    Substantially all of the Company's accounts receivable are due from international oil companies and their subcontractors in the drilling industry. The Company performs ongoing credit evaluations of its trade customers and generally does not require collateral. Expected credit losses are provided for in the consolidated financial statements Two customers each accounted for 7% of the Company's total revenue for the years ended December 31, 2004 and 2003. During the years ended December 31, 2004, 2003 and 2002, the Company wrote off accounts receivable of approximately $0.4 million, $2.4 million and $0.6 million, respectively.

        Insurance Claims Receivable.    Insurance claims receivable represent costs incurred in connection with insurable incidents for which the Company expects it is probable it will be reimbursed by the insurance carriers, subject to applicable deductibles. Deductible amounts related to covered incidents are generally expensed in the period of occurrence of the incident. Expenses incurred for insurable incidents in excess of deductibles are recorded as receivables pending the completion of all repair work and the administrative claims process. The credit risk associated with insurance claims receivable is considered low due to the high credit quality and funded status of the insurance clubs in which the Company participates. Insurance claims receivable, included in other receivables in the accompanying consolidated balance sheets, approximated $1.2 million and $4.0 million at December 31, 2004 and 2003, respectively.

        Marine Operating Supplies.    Such amounts consist of fuel and supplies that are recorded at cost less a reserve for obsolescence and are charged to operating expenses as consumed.

        Impairment of Long-Lived Assets.    The Company accounts for the impairment of long-lived assets under the provisions of Statement of Financial Accounting Standards ("SFAS") SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"), which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the estimated undiscounted cash flows to be generated by those assets are less than the assets' carrying value. If the carrying value of the assets will not be recoverable, as determined by the estimated undiscounted cash flows, the carrying value of the assets is reduced to fair value. Generally, fair value will be determined using valuation techniques such as expected discounted cash flows or appraisals, as appropriate. The Company did not recognize an impairment loss in 2004 and 2002 related to assets held for use or sale. An impairment loss of $1.2 million was recognized in 2003 related to assets held for sale.

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        Assets Held for Sale.    It is Company policy to make available for sale vessels and equipment considered by management as excess and no longer necessary for the operations of the Company. In accordance with SFAS 144, these assets are valued at the lower of carrying value or fair value less costs to sell. Also, depreciation expense for these assets is discontinued at the time of the reclassification. Total assets held for sale (primarily assets in the offshore energy segment) were approximately $0.3 million and $0.4 million at December 31, 2004 and 2003, respectively, and are included in other assets in the accompanying consolidated balance sheets.

        Vessels and Equipment.    Vessels and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. At the time property is disposed of, the assets and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in operating income. Major renewals and betterments that extend the life of the vessels and equipment are capitalized. Interest incurred on debt related to newbuild vessels is capitalized. Maintenance and repairs are expensed as incurred except for drydocking expenditures.

        Vessels under capital leases are amortized over the lesser of the lease term or their estimated useful lives. Included in vessels and equipment at December 31, 2004 and 2003 are vessels under capital leases of approximately $48.1 million and $55.4 million, net of accumulated amortization of approximately $5.7 million and $6.4 million, respectively.

        Listed below are the estimated useful lives of vessels and equipment at December 31, 2004:

---

(1)

Range in years is determined by the Oil Pollution Act of 1990 and other factors.

        Deferred Costs.    Deferred costs primarily represent drydocking and financing costs. Substantially all of the Company's vessels must be periodically drydocked and pass inspections to maintain their operating classification, as mandated by maritime regulations. Costs incurred to drydock the vessels are deferred and amortized over the period to the next drydocking, generally 24 to 36 months. Drydocking costs are comprised of painting the vessel hull and sides, recoating cargo and fuel tanks, and performing other engine and equipment maintenance activities to bring the vessels into compliance with classification standards. Deferred financing costs are amortized over the term of the related borrowings using the effective interest method. At December 31, 2004 and 2003, deferred costs included unamortized drydocking costs of approximately $32.4 million and $35.2 million, respectively, and net deferred financing costs of $12.7 million and $13.2 million, respectively.

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        Accrued Liabilities and Other.    Accrued liabilities included in current liabilities at December 31 consist of the following (in thousands):

        Stock-Based Compensation.    As permitted by SFAS No. 123, Accounting for Stock-Based Compensation("SFAS 123"), the Company has elected to follow Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and related interpretations in accounting for its employee stock-based transactions. Under APB 25, compensation expense is calculated at the time of option grant based upon the difference between the exercise price of the option and the fair market value of the Company's common stock at the date of grant recognized over the vesting period.

        Had compensation expense for stock option grants been determined based on the fair value at the grant date for awards consistent with the methods of SFAS 123, the Company's net income (loss) would have decreased/(increased) to the pro forma amounts presented below for 2004, 2003 and 2002:

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        Income Taxes.    The Company files a consolidated tax return with substantially all corporate subsidiaries. In addition, subsidiaries doing business in foreign countries file separate income tax returns in foreign jurisdictions, where applicable. Each subsidiary organized as a partnership files a separate tax return. Deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

        Income Tax Contingencies.    Our future effective tax rate is based on estimates of expected income, statutory tax rates and tax planning strategies. Significant judgment is required in determining our effective tax rate and the ultimate resolution of our tax return positions. Despite our belief that our tax return positions are correct, our policy is to establish accruals for tax contingencies that may arise in future years as a result of examination by tax authorities. Our tax accruals are analyzed periodically and adjustments are made as events occur to warrant such adjustment.

        Net Income (Loss) Per Share.    Net income (loss) per common share is computed in accordance with SFAS No. 128, Earnings Per Share ("SFAS 128"), which requires the reporting of both net income (loss) per common share and diluted net income (loss) per common share. The calculation of net income (loss) per common share is based on the weighted average number of common shares outstanding and therefore excludes any dilutive effect of stock options and warrants while diluted net income (loss) per common share includes the dilutive effect of all applicable stock options and warrants.

        Foreign Currency Translation.    In accordance with SFAS No. 52, Foreign Currency Translation ("SFAS 52"), assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the rate of exchange at the balance sheet date, while revenue and expenses are translated at the weighted average rates prevailing during the respective years. Components of stockholders' equity are translated at historical rates. Substantially all of the Company's foreign subsidiaries use the U.S. dollar as their functional currency and substantially all external transactions are denominated in U.S. dollars. For 2002 translation adjustments were deferred in accumulated other comprehensive loss, which is a separate component of stockholders' equity. Transaction gains and losses resulting from changes in exchange rates for 2004, 2003 and 2002 were insignificant and are included in other, net in the accompanying consolidated statements of operations.

        Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods. Significant estimates have been made by management, including the allowance for doubtful accounts, useful lives and valuation of vessels and equipment, realizability of deferred tax assets and certain accrued liabilities. Actual results may differ from those estimates.

        Comprehensive Income (Loss).    SFAS No. 130, Reporting Comprehensive Income ("SFAS 130"), establishes standards for the reporting and display of comprehensive income (loss), which is defined as the change in equity arising from non-owner sources. Comprehensive income (loss) is reflected in the consolidated statement of changes in stockholders' equity. In addition to net income (loss), total comprehensive income (loss) includes a gain on a foreign currency forward contract of approximately

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$55,000 in 2004 (see Note 6) and a foreign currency translation adjustment of approximately $1,000 in 2002.

        Reclassifications.    Certain previously reported amounts have been reclassified to conform to the 2004 presentation.

        Derivative Instruments.    The Company follows the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, ("SFAS 133") which establishes accounting and reporting standards for derivative instruments and hedging activities. The statement requires that derivative instruments be measured at fair value and recognized as either assets or liabilities on the balance sheet (see Note 14).

        Fair Value of Financial Instruments.    The estimated fair values of financial instruments recognized in the accompanying consolidated balance sheets or disclosed within these notes to the consolidated financial statements have been determined using available market information, information from unrelated third party financial institutions and appropriate valuation methodologies, primarily discounted projected cash flows. However, considerable judgment is required when interpreting market information and other data to develop estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that could be realized in a current market exchange.

        Recent Pronouncements.    In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, a revised Share-Based Payment ("SFAS 123R"), a revision effective for the Company's third quarter of fiscal 2005. SFAS 123R requires companies to expense in their consolidated statement of operations the estimated fair value of employee stock options and similar awards. The Company currently uses the intrinsic value method to value stock options, and accordingly, no compensation expense has been recognized for stock options since the Company grants stock options with exercise prices equal to or greater than the Company's common stock market price on the date of the grant. The Company will adopt the provisions of SFAS 123R using a modified prospective application. Under the modified prospective application, Statement 123R will apply to new awards and to awards that are outstanding on the effective date and are subsequently modified or cancelled. Compensation expense for unvested stock-based awards will be recognized over the remaining vesting period. Depending on the model used to calculate stock-based compensation expense in the future, the implementation of certain other requirements of SFAS 123R and additional option grants expected to be made in the future, the pro forma disclosure discussed previously may not be indicative of the stock-based compensation expense that will be recognized in the Company's future consolidated financial statements. The Company is in the process of determining the impact adopting SFAS 123R will have on its consolidated financial position and consolidated results of operations.

        In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets ("SFAS 153"), an amendment of APB Opinion No. 29, Accounting for NonMonetary Transactions ("APB 29"). APB 29 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged, however certain exceptions apply. SFAS 153 amends APB 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The Company's adoption of SFAS 153 is not expected to have a material impact on the Company's consolidated financial position and consolidated results of operations.

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        In June 2001, the Accounting Standards Executive Committee ("AcSEC") of the American Institute of Certified Public Accountants ("AICPA") issued an exposure draft of a proposed Statement of Position ("SOP") entitled Accounting for Certain Costs and Activities Related to Property, Plant and Equipment. Under the proposed SOP, the Company would expense major maintenance costs as incurred and be prohibited from deferring cost of a planned maintenance activity. Currently, the costs incurred to drydock the Company's vessels are deferred and amortized on a straight-line basis over the period of the next drydocking, generally 24 to 36 months. At its April 14, 2004 meeting, the FASB voted not to clear the AcSEC's proposed SOP. In February 2005, the FASB asked its staff to further research the issue, specifically with regard to how the project's scope could be limited.

3. Long-Term Debt

        Long-term debt at December 31 consists of the following (in thousands):

        On August 5, 2003, the Company completed the offering of $150.0 million of Senior Notes (the "2003 Senior Notes") due 2013 through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S. The net proceeds of the offering were used to repay a portion of the Company's indebtedness under a prior $180.0 million credit facility. Interest on the 2003 Senior Notes is payable semi-annually in arrears. The 2003 Senior Notes are senior unsecured obligations guaranteed by certain of the Company's U.S. subsidiaries. The 2003 Senior Notes are subject to certain covenants, including, among other things, limiting the Parent's and certain U.S. subsidiaries' ability to incur additional indebtedness or issue preferred stock, pay dividends to stockholders, and make investments or sell assets under certain conditions. On October 31, 2003, the Company filed a registration statement with the SEC to register substantially identical senior notes to be exchanged for the 2003 Senior Notes pursuant to a registration rights agreement, so that the 2003 Senior Notes may be eligible for trading in the public markets. On November 13, 2003, the registration statement was declared effective and the Company completed the exchange offer on December 16, 2003. In October 2003, the Company entered into an interest rate swap agreement related to the 2003 Senior Notes (see Note 14). As of December 31, 2004 and 2003, the market value of the interest rate swap was approximately $2.9 million and $1.5 million, respectively, and is included in other assets in the accompanying consolidated balance sheets.

        In connection with the 2003 Senior Notes offering, the Company amended and restated its $180.0 million credit facility. The amended credit facility consists of a revolving credit facility with an original amount available of $80.0 million and has a five-year maturity (the "Amended Credit Faciltiy"). The Amended Credit Facility is subject to semi-annual reductions commencing February 5, 2004. The principal reductions on the Amended Credit Facility are as follows: $4.0 million each February and August from 2004 through 2007, and $48.0 million in 2008. As of December 31, 2004 and 2003 the

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outstanding borrowings on the Amended Credit Facility were $70.9 million and $33.9 million, respectively, including outstanding letters of credit of $22.4 million and $3.9 million, respectively. Available borrowings under the Amended Credit Facility were approximately $1.1 million as of December 31, 2004. Interest on the Amended Credit Facility is payable monthly, with a variable interest rate. The rate is either LIBOR or a base rate plus a margin based upon certain financial ratios of the Company (6.21% at December 31, 2004). It is secured by first liens on certain of the Company's vessels (excluding vessels financed with Title XI financing and some of its other vessels), second liens on two vessels, and stock of certain subsidiaries and is guaranteed by certain subsidiaries (see Note 17). The Amended Credit Facility is subject to various financial covenants, including minimum ratios of adjusted EBITDA to adjusted interest expense and a minimum ratio of adjusted funded debt to adjusted EBITDA, minimum adjusted tangible net worth, and minimum fair market value of the Company's vessels.

Early Extinguishment of Debt

        In connection with amending and restating its prior $180.0 million credit facility in 2003, the Company wrote off approximately 45% of the unamortized financing costs of the prior credit facility. The total amount written off was approximately $1.1 million. In connection with the 2003 Senior Notes offering, the Company paid $11.2 million to retire the debt of certain towing vessels financed with Title XI financing. As a result of this early retirement, the Company wrote off $400,000 of unamortized financing costs and paid an early retirement premium of $226,000. The Company recorded a gain on extinguishment of debt of $125,000 related to the refinancing of two offshore vessels in December 2003.

Title XI Financing Bonds

        The Company's five double-hull product and chemical tankers are financed through Title XI Government Guaranteed Ship Financing Bonds. There are a total of seven bonds with interest rates ranging from 6.50% to 7.54% that require principal amortization through June 2024. The aggregate outstanding principal balance of the bonds was $206.0 million and $211.0 million at December 31, 2004 and 2003, respectively. Principal payments during 2004, 2003 and 2002 were $5.0 million, $4.7 million and $4.4 million, respectively, and interest payments were $14.5 million, $14.8 million and $15.1 million, respectively.

        Covenants under the Title XI Bond agreements contain financial tests which, if not met by the five double-hull tanker companies, among other things (1) restrict the withdrawal of capital; (2) restrict certain payments, including dividends, increases in employee compensation and payments of other indebtedness; (3) limit the incurrence of additional indebtedness; and (4) prohibit the five double-hull tanker companies from making certain investments or acquiring additional fixed assets. The five double-hull vessels have a net book value of $208.7 million as of December 31, 2004. In the event of default, all of the vessels, in addition to the assignment of earnings on one vessel, serve as collateral on the United States Government guarantee of the Title XI Bonds.

        The five double-hull vessel companies are required to make deposits to a Title XI reserve fund based on a percentage of net income attributable to the operations of the five double-hull tankers, as defined by the Title XI financial agreement. Cash held in a Title XI reserve fund is invested by the trustee of the fund, and any income earned thereon is either paid to the double-hull companies or retained in the reserve fund. Withdrawals from the Title XI reserve fund may be made for limited purposes, subject to prior approval from MARAD. In the second quarter of 2003, the first deposits to the reserve fund were made in the amount of $3.8 million and, in the first quarter of 2004, the second

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deposits to the reserve fund were made in the amount of $4.7 million. These deposits are included in other assets in the accompanying balance sheets. According to the Title XI financial agreement, the Company is restricted from distributing excess cash from the five double-hull tankers until certain working capital levels have been reached and maintained. Accordingly, at December 31, 2004 and 2003, the Company had approximately $32.9 million and $27.0 million in restricted cash, which is restricted for use for the operations of the five double-hull tankers and cannot be used to fund the Company's general working capital requirements. In 2004, the five double-hull tankers distributed approximately $3.9 million to the Company for general working capital purposes. The Company expects to receive $10.0 million during the first quarter of 2005 from the double-hull tankers for working capital purposes.

        As of December 31, 2004 and 2003, other Title XI debt of approximately $3.0 million and $5.1 million, respectively, was collateralized by first preferred mortgages on two non-double-hull product tankers and bears interest at rates ranging from 5.9% to 10.1%. The debt is due in semi-annual principal and interest payments through December 2006. Under the terms of this other Title XI debt, the Company is required to maintain a minimum level of working capital, as defined, and comply with certain other financial covenants. During 2004, 2003 and 2002, $2.2 million, $13.7 million and $2.8 million, respectively, in principal and $0.4 million, $1.4 million and $1.7 million, respectively, in interest were paid on this debt. The debt on one of the vessels will be completely paid off in March 2005.

Notes Payable

        The Company has one promissory note relating to the purchase of equity interests in the double-hull product tankers. The note bears interest at 8.5%. Quarterly principal and interest payments are due through January 2006. The promissory note is collateralized by securities of certain subsidiaries. The outstanding balance of the promissory note was $2.6 million and $4.7 million as of December 31, 2004 and 2003, respectively.

        In March 2004, the Company obtained two notes payable in the amount of $24.8 million each, the proceeds of which were used to purchase two four-year old, foreign-flagged, double-hulled product tankers. Each note payable is divided into two tranches. Tranche A, in the principal amount of $21.7 million, bears interest at LIBOR, which is reset monthly, plus 1.75% (4.0% at December 31, 2004) and requires quarterly principal and interest payments through March 2011. Tranche B, in the principal amount of $3.1 million, bears interest at LIBOR, which is reset monthly, plus 4.0% (6.2% at December 31, 2004) and requires quarterly principal and interest payments through March 2007. The notes payable are collateralized by first mortgages on the tankers. The notes payable contain certain restrictive financial covenants that, among other things, require minimum levels of EBITDA and tangible net worth, as defined in the notes payable agreements. As of December 31, 2004, the Company was in compliance with such covenants. The outstanding balance of the notes payable was approximately $45.5 million as of December 31, 2004. During 2004, approximately $4.1 million in principal and approximately $1.3 million in interest were paid on the notes payable.

        In July 2004, the Company entered into a loan agreement for the Singapore dollar equivalent of $10.8 million with an unrelated financial services company to finance the construction of the Seabulk Angola (see Note 6). During the construction of the vessel the Company is required to make monthly interest payments based on the one month LIBOR rate plus 4.0% (6.6% as of December 31, 2004). At the time of vessel completion and acceptance, the construction loan will convert to a permanent loan whereby the Company will be required to make monthly interest and principal payments in 120

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installments. The permanent loan bears interest at the one month LIBOR rate plus 3.68%. As of December 31, 2004, the outstanding balance under the loan agreement was approximately $4.3 million.

        In October 2004, the Company entered into a loan agreement for $14.3 million with an unrelated financial services company to finance the construction of the Seabulk Luanda (see Note 6). During the construction of the vessel the Company is required to make monthly interest payments based on the one month LIBOR rate plus 4.0% (6.6% as of December 31, 2004). At the time of vessel completion and acceptance, the construction loan will convert to a permanent loan whereby the Company will be required to make monthly interest and principal payments in 120 installments. The permanent loan bears interest at the one month LIBOR rate plus 3.68%. As of December 31, 2004, the outstanding balance under the loan agreement was approximately $3.0 million.

        In July 2004, the Company entered into a loan agreement with Banco Nacional de Desenvolvimento Economico e Social ("BNDES") of Brazil, a government-owned company, to finance the construction of the Seabulk Brasil and Seabulk Angra (see Note 6). The loan in the principal amount of $29.9 million is divided into two Subcredits, "A" and "B", in the amounts of $15.0 million and $14.9 million, respectively. Progress payments for Subcredits A and B are demandable at various dates monthly for sixteen year terms with final installments due May 2021 and August 2021, respectively. The loan bears interest at the rate of 4.0% per annum and as of December 31, 2004 the outstanding balance under the loan agreement was $13.0 million.

        The Company has various promissory notes relating to the previous acquisition and construction of various vessels. The promissory notes are collateralized by mortgages on certain vessels and bear interest at rates ranging from 4.0% to 8.1%. The debt is due in monthly installments of principal and interest through December 2018. The outstanding balance of the notes was $16.7 million and $18.4 million as of December 31, 2004 and 2003, respectively.

        The Company has letters of credit outstanding in the amount of approximately $22.4 million and $3.9 million as of December 31, 2004 and 2003, respectively, which expire on various dates through December 2025.

        The aggregate annual future principal payments due on the long-term debt are as follows (in thousands):

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4. Capital Leases

        The Company operates certain vessels and other equipment under leases that are classified as capital leases. The future minimum lease payments under capital leases, including obligations under sale-leaseback transactions, together with the present value of the net minimum lease payments are as follows (in thousands):

5. Commitments and Contingencies

Lease Commitments

        The Company leases its office facilities and certain vessels under operating lease agreements, which expire at various dates through 2013. Certain leases include escalation clauses for adjusting rentals to reflect changes in price indicies. Rent expense was approximately $9.0 million, $6.3 million and $4.5 million for the years ended December 31, 2004, 2003 and 2002, respectively. The aggregate annual future payments due under non-cancelable operating leases with remaining terms in excess of one year are as follows (in thousands):

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Sublease

        The Company subleases certain office space in Tampa, Florida. The sublease in Tampa is expected to terminate in December 2006. There are no renewal or escalation clauses relating to the sublease.

        The future minimum receipts under the sublease are as follows (in thousands):

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, the Company has filed three reports with and submitted documents to the Office of Foreign Asset Control ("OFAC") of the U.S. Department of Treasury. 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 of the Company's vessels which called in the Sudan for several months in 1999 and January 2000, and charters with third parties involving several of the Company's vessels which called in Iran in 1998. In March 2003, the Company received notification from OFAC that the case had been referred to its Civil Penalties Division. Should OFAC determine that these activities constituted violations of laws or regulations, civil penalties, including fines, could be assessed against the Company and/or certain individuals who knowingly participated in such activities. 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 the Company's consolidated balance sheets or consolidated results of operations.

        The Company was sued by Maritime Transport Development Corporation ("MTDC") in January 2002 in Florida state court in Broward County alleging broker commissions due since 1998 from charters on three of its vessels, the Seabulk Magnachem, Seabulk Challenge and Seabulk Pride, under an alleged broker commission agreement. MTDC was controlled by the founders of our predecessor company. The claim allegedly continues to accrue. The amount alleged to be due is over $800,000, but is subject to offset claims and defenses by the Company. The Company is vigorously defending such charges, but the Company cannot predict the ultimate outcome.

        As of February 20, 2004, the Company switched its mutual protection and indemnity ("P&I") marine insurance policies from Steamship Mutual ("Steamship") to West of England Association ("West of England"). Under the Company's P&I policies, the Company could be liable for additional premiums to cover any investment losses and reserve shortfalls experienced by its marine insurance clubs; however, additional premiums can only be assessed for open policy years. Steamship and West of England close a policy year three years after the policy year has ended. Completed policy years 2002 and 2003 are still open for Steamship, and policy year 2004 is open for West of England. There have been no additional premiums assessed for these policy years, and the Company believes it is unlikely that additional premiums for those policy years will be assesed. The Company will record a liability for any such additional premiums if and when they are assessed and the amount can be reasonably estimated.

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        In order to cover potential future additional insurance calls made by Steamship for 2002 and 2003, the Company was required to post a letter of credit in the amount of $1.9 million to support such potential additional calls as a condition to its departure from Steamship. The letter of credit will be returned if no additional insurance calls are made. Potential claims liabilities are recorded as insurance expense reserves when they become probable and can be reasonably estimated.

        P&I insurance premiums were approximately $7.5 million, $9.3 million and $7.0 million for the years ended December 31, 2004, 2003 and 2002, respectively. The Company's hull and machinery insurance renewed in October 2004. The Company maintains high levels of self-insurance for P&I and hull and machinery risks through the use of substantial deductibles and self-insured retentions.

        From time to time the Company is also party to personal injury and property damage claims litigation arising in the ordinary course of our business. Protection and indemnity marine liability insurance covers large claims in excess of the substantial deductibles and, for 2002 and 2003, substantial self-insured retentions.

        At December 31, 2004 and 2003, approximately 20% and 19%, respectively, of the Company's employees were members of national maritime labor unions or are subject to collective bargaining agreements. Management considers relations with employees to be satisfactory; however, the deterioration of these relations could have an adverse effect on the Company's operating results.

        In March 2004, the Company received $400,000 from the settlement of litigation over a previous joint venture partner and $4.5 million from the settlement of litigation against two of its suppliers. The settlement against its suppliers represents reimbursement for certain direct expenses and economic losses that adversely affected operating results. The $4.5 million in proceeds is recorded in other, net in the accompanying consolidated statement of operations.

6. Vessels and Equipment

        Vessels and equipment are summarized below (in thousands):

        During 2004, the Company sold 11 offshore energy support vessels, including one which had been held-for-sale, for an aggregate total of $6.4 million and a gain of approximately $4.1 million. The Company sold 18 offshore energy support vessels and three tugs during 2003 for an aggregate total of $9.0 million and a gain of approximately $1.5 million. During 2002, the Company sold 17 vessels for a total of $6.8 million and a gain of approximately $55,000.

        During 2004, the Company incurred interest cost of $34.9 million, of which approximately $1.0 million was capitalized. During 2003, the Company incurred interest cost of $33.9 million, of which approximately $90,000 was capitalized.

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Vessel Acquisitions

        In January 2004, the Company entered into a contract with Labroy Shipbuilding and Engineering Pte. Ltd. of Singapore for the construction of a terminal support tug to be named Seabulk Angola for delivery in March 2005 for the Singapore dollar equivalent of U.S. $10.8 million. The Company also entered into a forward exchange contract intended to fully hedge its foreign currency commitment (see Note 2). Under the forward contract, the Company will purchase Singapore dollars at various rates from February 2004 through March 2005 in conjunction with the progress payment dates as required by the construction agreement. In July 2004, the Company entered into a loan agreement to finance the construction of the vessel (see Note 3). The vessel will be employed on a long-term contract in Angola.

        In March 2004, the Company completed the purchase of two four-year-old, foreign-flag, double-hull product tankers from World-Wide Shipping of Singapore for a total purchase price of approximately $62.0 million. The purchase price was funded by a combination of bank borrowings and available cash (see Note 3). The tankers are modern double-hull vessels suitable for worldwide trading. The Company took delivery of the two vessels in March and April 2004. Both vessels have been placed in an international product tanker pool.

        In May 2004, the Company entered into a contract with Labroy Shipbuilding and Engineering Pte. Ltd. for the construction of an anchor handling tug supply vessel to be named Seabulk Luanda for delivery in mid-2005. In October 2004, the Company entered into a loan agreement to finance the construction of the anchor handling tug supply vessel (see Note 3). The vessel will be employed on a long-term contract in Angola.

        In May 2004, the Company entered into a contract with Jaya Shipbuilding and Engineering Pte. Ltd. of Singapore for the construction of a multi-purpose offshore supply vessel with a four-point mooring system. The vessel, named Seabulk Advantage, was delivered in December 2004. The vessel cost was $8.6 million. The purchase price was paid with available cash.

        In July 2004, the Company entered into a loan agreement with Banco Nacional de Desenvolvimento Economico e Social ("BNDES") of Brazil, a government-owned company, to finance the construction of two offshore supply vessels (see Note 3). The vessels were constructed by Estaleiro Promar I Reparos Navais Ltda ("Promar") and are on charter with Petrobas in Brazil. The Company took delivery of the Seabulk Brasil in October 2004 and the Seabulk Angra in January 2005.

        In October 2004, the Company entered into a contract with Labroy Shipbuilding and Engineering Pte. Ltd. of Singapore for the construction of four anchor handling tug supply vessels with an option for four additional vessels. The four vessels are to be built at a combined cost of approximately $43.7 million with delivery scheduled in 2006. The vessels are expected to work under long-term contracts in West Africa and Southeast Asia.

        In October 2004, the Company entered into a contract with Centurion Marine Offshore, L.L.C. to exchange four of the Company's offshore vessels for one offshore energy support vessel. The transaction is a like-kind exchange of assets of equal value and is a tax-free transaction to the Company. The Company delivered the four vessels, at a combined market value of approximately $4.4 million and simultaneously took delivery of the Seabulk Carmen in January 2005.

        In December 2004, the Company purchased the minority interest in a partnership that owns the Seabulk America, a chemical product carrier. The Company owned a 67% equity interest and purchased the 33% interest owned by Stolt Tankers (U.S.A.), Inc. for $2.4 million. The minority interest acquisition was accounted for under the purchase method of accounting and, accordingly, the excess of

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the purchase price over the minority interest acquired of $1.5 million was allocated to vessels and equipment.

7. Joint Venture Agreements

        In March 2003, the Company formed a joint venture company in Nigeria, named Modant Seabulk Nigeria Limited, with CTC International, Inc., a company owned by Nigerian interests. The Company has a 40% interest in Modant Seabulk Nigeria Limited. The Company also sold five of its crewboats operating in Nigeria to joint venture vessel-owning companies related to CTC International in April 2003 for $2 million. The Company invested $400,000 of the sale proceeds and acquired a 20% interest in these joint venture vessel-owning companies. In July 2003, the five crewboats were reflagged into the Nigerian registry. The Company has not guaranteed any debt of the joint venture, nor is the Company required to provide additional funding. As of December 31, 2004 and 2003, the Company's investment in the joint venture was $0.5 million and is included in other assets in the accompanying consolidated balance sheets.

        In September 2003, the Company entered into a joint venture agreement called Angobulk Sarl with Angola Drilling Company. The agreement has since been terminated by the parties.

8. Stock Option and Equity Ownership Plans

        In December 1999, the Company adopted the Hvide Marine Incorporated Stock Option Plan (the "1999 Plan"), a stock option plan which provided certain key employees of the Company the right to acquire shares of common stock. Pursuant to the 1999 Plan, 500,000 shares of the Company's common stock were reserved for issuance to the participants in the form of nonqualified stock options. The options expire no later than 10 years from the date of the grant.

        On June 15, 2000, the Company adopted the Amended and Restated Equity Ownership Plan (the "Plan"). The Plan amends and restates in its entirety the 1999 Plan. Pursuant to the Plan, 800,000 shares of the Company's stock were reserved for issuance to participants in the form of nonqualified or incentive stock options, restricted stock grants and other stock related instruments, subject to adjustment to reflect stock dividends, recapitalizations, reorganizations and other changes in the capital structure. In December 2001, the Compensation Committee agreed to amend the Plan by authorizing and reserving for issuance an additional 500,000 shares to be eligible for grants under the Plan, bringing the total under the Plan to 1,300,000 shares. In February 2003, the Compensation Committee increased the number of shares eligible for grants to 2,300,000 shares. The Committee's action was approved by the shareholders at the Company's Annual Meeting of Shareholders held on May 16, 2003. The vesting period and certain other terms of stock options granted under the Plan are determined by the Compensation Committee. The Plan requires that the option price may not be less than 100% of the fair market value on the date of grant. The options expire no later than 10 years from the date of grant. There were 147,000 and 530,000 options granted under the Plan in 2004 and 2003, respectively, and no options were granted in 2002. In addition, there were 31,400 and 115,000 shares of restricted stock granted in 2004 and 2003, respectively. The Company amortizes the value of the restricted stock over the three-year vesting period. The Company recognized stock compensation expense of approximately $255,000, $238,000 and $99,000 in 2004, 2003 and 2002, respectively, related to restricted stock.

        On June 15, 2000, the Company also adopted the Stock Option Plan for Directors (the "Directors Plan"). Pursuant to the Directors Plan, as of December 31, 2004, an aggregate of 360,000 shares of

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common stock are authorized and reserved for issuance, subject to adjustments to reflect stock dividends, reorganizations, and other changes in the capital structure of the Company. Under the Stock Option Plan for Directors, each director not employed by the Company is granted annual stock options exercisable for 4,000 shares. The Chairman of the Board of Directors, if not an employee of the Company, is entitled to receive annual stock options for 8,000 shares. In 2002 each of the continuing outside directors was granted options to purchase 4,000 shares, and each of the four previous directors who resigned upon the Company's equity transaction in September 2002 were also granted options to purchase 4,000 shares, with the exception of the former chairman, who was granted 8,000 shares. In his initial year, a director is granted options to purchase 10,000 shares. The six new directors were eligible for initial grants of options to purchase 10,000 shares on the Annual Meeting date in 2004 and the continuing directors, with the exception of Mr. Kurz, were eligible for grants of options to purchase 4,000 shares. Under the Directors Plan, the option price for each option granted is required to be 100% of the fair market value of common stock on the day of grant. Options granted under the Directors Plan totaled 36,000, 72,000 and 32,000 during 2004, 2003 and 2002, respectively.

        The following table of data is presented in connection with the stock option plans:

		Year Ended December 31,
		2004					2003					2002
		Number of options		Weighted average exercise price			Number of options		Weighted average exercise price			Number of options		Weighted average exercise price
Options outstanding at beginning of period		1,203,000		$	7.35		774,502		$	6.84		822,000		$	6.91
Granted		183,000			9.78		602,000			7.85		32,000			6.19
Exercised		(66,170	)		5.98		(57,169	)		5.37		(6,667	)		6.31
Cancelled		(40,332	)		9.10		(116,333	)		7.49		(72,831	)		7.48
Options outstanding at end of period		1,279,498			7.71		1,203,000			7.35		774,502			6.84
Options exercisable at end of period		733,086			7.16		571,513			7.00		562,856			7.30
Options available for future grants at end of period		1,029,096			—		1,203,164			—		618,831			—

        Summarized information about stock options outstanding as of December 31, 2004 is as follows:

Exercise Price Range		Number of Options Outstanding		Remaining Life (In Years)		Weighted Average Exercise Price			Number of Options Exercisable		Weighted Average Exercise Price
Under $6.25		97,832		7.03		$	4.50		97,832		$	4.50
$6.25 to $7.29		446,333		6.42			6.60		341,671			6.40
$7.30 to $8.00		422,333		7.81			7.92		163,583			7.80
$8.01 to $10.00		255,000		8.98			9.45		72,000			8.61
Over $10.00		58,000		1.96			12.47		58,000			12.47

        The weighted average fair value of options granted under the Company's stock option plans during 2004, 2003 and 2002 was $7.85, $5.58, and $4.91 respectively.

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        The fair value of each option is estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions applied to grants in 2004, 2003 and 2002:

        The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models, in management's opinion, do not necessarily provide a reliable single measure of the fair value of the Company's stock options.

        Effective October 14, 2004, the Company amended the stock option agreements for all of the vested and unvested awards, whereby the option exercise period was extended from 12 months to 36 months in the event of termination within two years of a change in control, as defined in the plan. In accordance with FASB Interpretation No. 44 Accounting for Certain Transactions involving Stock Compensation, the amendment to the agreements is considered a modification of the award and accordingly the intrinsic value of the option award shall be measured at the date of the modification and any intrinsic value in excess of the amount measured at the original measurement date shall be recognized as compensation cost if the separation event occurs. As of December 31, 2004 the intrinsic value in excess of the amount measured at the original measurement date was $4.1 million and, if a separation event occurred within two years of a change in control, would be recognized as compensation expense in the accompanying consolidated statement of operations.

9. Employee Benefit Plans

        The Company sponsors a retirement plan and trust (the "Plan") established pursuant to Section 401(k) of the Internal Revenue Code, which covers substantially all administrative and non-union employees. Subject to certain dollar limitations, employees may contribute a percentage of their salaries to this Plan, and the Company will match a portion of the employees' contributions. Profit sharing contributions by the Company to the Plan are discretionary. Additionally, the Company contributes to various union-sponsored, collectively bargained pension plans for certain crew members in the tankers and towing segments. The plans are not administered by the Company, and contributions are determined in accordance with provisions of negotiated labor contracts. The expense resulting from Company contributions to the Plan and various union-sponsored plans amounted to approximately $4.0 million, $3.7 million and $3.5 million for the years ended December 31, 2004, 2003 and 2002, respectively.

        In February 2003, the Company established an Executive Deferred Compensation Plan for highly compensated employees. Under the Plan, such employees may elect to defer up to 50% of their salary and 100% of bonuses and grants of restricted Company stock for periods of at least five years or until retirement. Income tax on deferred amounts is payable when distributed to the employee after such

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deferral periods. The Company is permitted to make contributions to the Plan. Salary, bonus and restricted stock deferred under the Plan are funded by the Company into a trust for the benefit of the eligible employees, which together with an outside consultant/administrator, administers the Plan.

10. Income Taxes

        The United States and foreign components of income (loss) before provision for income taxes are as follows (in thousands):

        Foreign income taxes are levied on gross receipts. The components of the provision for income tax expense (benefit) are as follows (in thousands):

        A reconciliation of U.S. Federal income tax attributable to continuing operations computed at the U.S. federal statutory tax rates to income tax expense (benefit) is:

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        The tax effect of temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):

			As of December 31,
			2004			2003
Deferred income tax assets:
	Allowance for doubtful accounts		$	2,019		$	919
	Goodwill			11,853			13,321
	Accrued compensation			929			698
	Foreign tax credit carryforwards			28,987			21,967
	Accrued supplemental insurance premiums			71			71
	Net operating loss carryforwards			145,350			147,300
	Other			543			1,662
	Total deferred income tax assets			189,752			185,938
	Less: valuation allowance			(62,374	)		(78,311	)
	Net deferred income tax assets			127,378			107,627
Deferred income tax liabilities:
	Property differences			114,280			94,060
	Deferred drydocking costs			11,574			12,364
	Other			1,524			1,203
	Total deferred income tax liabilities			127,378			107,627
	Net deferred income tax assets		$	—		$	—

        SFAS No. 109, Accounting for Income Taxes ("SFAS 109") requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management determined that a valuation allowance of approximately $62.4 million and $78.3 million was necessary at December 31, 2004, and 2003, respectively, to reduce the deferred tax assets to the amount that will more likely than not be realized. After application of the valuation allowance, the Company's net deferred tax assets and liabilities were zero at December 31, 2004 and 2003. The net change in the total valuation allowance was a decrease of approximately $15.9 million in 2004 and an increase of approximately $3.1 million and $9.9 million in 2003 and 2002, respectively.

        In 2002, the Job Creation and Worker Assistance Act of 2002 was signed into law, which allowed a 2001 federal net operating loss to be carried back five years instead of two years. This new law allowed the Company to carry back its 2001 federal net operating loss into the five-year carryback period. The Company received a refund of approximately $2.0 million related to the net operating loss carryback in 2004.

        The Company has a basis for tax purposes in excess of its basis for financial reporting purposes that will generate additional income tax deductions in future periods. As of December 31, 2004, the Company had net operating loss carryforwards of approximately $406.6 million, which are available to offset future federal taxable income through the year 2023. The Company also has foreign tax credit carryforwards, due to expire in years 2005 through 2008, of approximately $29.0 million, which are available to reduce future federal income tax liability.

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        Section 382 of the Internal Revenue Code outlines restrictions on the utilization of net operating losses. When a "change of ownership" occurs, as broadly defined by Section 382, the Company is subject to an annual limitation on the usage of its net operating loss carryforwards that existed before that date. In September 2002, the issuance of stock resulted in a "change of ownership" under Section 382. The Company believes these annual limitations are significantly large enough as to not restrict its ability to utilize the majority of its net operating loss carryforwards against future earnings to reduce its future federal income tax liability.

        The Company estimates its income tax expense and liabilities annually. These liabilities generally are not finalized with the individual taxing authorities until several years after the end of the annual period for which income taxes have been estimated. Settlement of open tax years, as well as tax issues in other countries where the Company conducts its businesses, is not expected to have a material effect on the consolidated financial position or liquidity of the Company, and in the opinion of management, adequate provision has been made for income and franchise taxes for all years under examination or subject to future examination.

11. Stockholders' Equity

        Pursuant to the articles of incorporation of the Company, as amended in 2002, there are 40 million shares of common stock authorized for issuance.

        In December 1999, as part of the Company's reorganization under Chapter 11 bankruptcy, the holders of the Predecessor Company's Senior Notes received 9.8 million shares of Company common stock. The holders of Senior Notes received 536,193 common stock purchase warrants (the "Noteholder Warrants"). The warrants have a seven and one-half year term and an exercise price of $0.01 per warrant. Also in connection with the former Senior Notes, the Company issued an additional 187,668 Noteholder Warrants to an investment advisor. The warrants have a seven and one-half year term and an exercise price of $0.01 per warrant. During the years ended December 31, 2004 and 2003, approximately 1,000 and 51,000 Noteholder Warrants were exercised. The amount of outstanding Noteholder Warrants amounted to approximately 158,000 at December 31, 2004 and 159,000 at December 31, 2003. The weighted average contractual life is 2.5 years at December 31, 2004.

        All of the Company's outstanding warrants contain customary anti-dilution provisions for issuances of common stock, splits, combinations and certain other events, as defined. In addition, the outstanding warrants have certain registration rights, as defined.

        The Company is authorized to issue 5 million shares of preferred stock, no par value per share. The Company has no present plans to issue such shares.

        At December 31, 2004, approximately 1,279,000 shares of Common Stock were outstanding and reserved for issuance under the Company's Amended and Restated Equity Ownership Plan and the Stock Option Plan for Directors.

        On September 13, 2002, the Company completed the private placement of 12.5 million shares of newly issued Seabulk Common Stock at a cash price of $8.00 per share (the "Private Placement") to a group of investors including an entity associated with DLJ Merchant Banking Partners III, L.P., an affiliate of CSFB Private Equity, and entities associated with Carlyle/Riverstone Global Energy and Power Fund I, L.P., an affiliate of The Carlyle Group of Washington, D.C. The stock issuance was approved by the Company's Shareholders at a Special Meeting held on September 5, 2002.

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        The new investors also purchased, for $8.00 per share, 5.1 million of the Company's Common Stock and Common Stock purchase warrants beneficially owned by accounts managed by Loomis, Sayles & Co., L.P., an SEC-registered investment advisor. Taken together, the two transactions gave the new investors approximately 76% of the Company's outstanding common stock. Pursuant to the agreement with the investors, the Company's Board of Directors was restructured to permit the new investors to hold a majority of seats on the Board and to give minority shareholders certain minority rights.

12. Net Income (Loss) Per Share

        The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts):

		Year Ended December 31,
		2004			2003			2002
Numerator:
Numerator for basic and diluted income (loss) per share—net income (loss) available to common shareholders		$	25,934		$	(4,965	)	$	(38,870	)
Denominator:
Denominator weighted average income (loss) per share—basic			23,264			23,176			14,277
Denominator weighted average income (loss) per share—diluted			23,761			23,176			14,277
Net income (loss) per common share—basic		$	1.11		$	(0.21	)	$	(2.72	)
Net income (loss) per common share—diluted		$	1.09		$	(0.21	)	$	(2.72	)

        The weighted average diluted common shares outstanding for fiscal 2004 includes approximately 283,000 stock options, 158,000 warrants and 56,000 shares of restricted stock. The weighted average diluted common shares outstanding for fiscal 2003 and 2002 excludes 1,203,000 and 774,502 stock options, respectively, and 409,000 and 406,000 warrants in 2003 and 2002, respectively. The common stock equivalents in 2003 and 2002 are excluded as they are anti-dilutive due to the Company's net losses for 2003 and 2002.

13. Segment and Geographic Data

        The Company organizes its business principally into three segments. The accounting policies of the reportable segments are the same as those for the consolidated financial statements (Note 2). The Company does not have significant intersegment transactions.

        These segments and their respective operations are as follows:

Offshore Energy Support (Seabulk Offshore)—Offshore energy support includes vessels operating in U.S. and foreign locations used primarily to transport materials, supplies, equipment and personnel to drilling rigs and to support the construction, positioning and ongoing operations of oil and gas production platforms.

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Marine Transportation Services (Seabulk Tankers)—Tankers include 10 U.S.-flag product tankers and two foreign-flag product tankers. The U.S.-flag oceangoing vessels are used to transport petroleum, chemicals, and crude products, primarily from chemical manufacturing plants, refineries and storage facilities along the U.S. Gulf coast to industrial users and distribution facilities in and around the Gulf of Mexico, Atlantic and Pacific coast ports. Certain of the vessels also transport crude oil within Alaska and among Alaska, the Pacific coast and Hawaiian ports. One U.S.-flag vessel and the two foreign-flag vessels operate in the foreign trade.

Towing (Seabulk Towing)—Harbor and offshore towing services are provided by tugs to vessels utilizing the ports in which the tugs operate, and to vessels at sea to the extent required by offshore commercial contract opportunities and by environmental regulations, casualty or other emergencies.

        The Company evaluates performance by operating segment. Within the offshore energy support segment, the Company conducts additional performance evaluation of vessels marketed in U.S. and foreign locations. Resources are allocated based on segment profit or loss from operations, before interest and taxes.

        Revenue by segment and geographic area consists only of services provided to external customers, as reported in the consolidated Statements of Operations. Income from operations by geographic area represents net revenue less applicable costs and expenses related to that revenue. Unallocated expenses are primarily comprised of general and administrative expenses of a corporate nature. Unallocated expenses are primarily comprised of general and administrative expenses of corporate nature. Identifiable assets represent those assets used in the operations of each segment or geographic area, and unallocated assets generally include corporate assets.

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        The following schedule presents segment information about the Company's operations (in thousands):

				Year Ended December 31,
				2004			2003			2002
Revenue
	Offshore energy support			$	164,360		$	160,716		$	171,479
	Tankers				147,828			119,002			121,371
	Towing				40,582			37,257			31,475
	Eliminations(1)				(442	)		(417	)		(328	)
		Total		$	352,328		$	316,558		$	323,997
Vessel and voyage expenses
	Offshore energy support			$	96,791		$	100,001		$	99,572
	Tankers				72,765			59,371			64,151
	Towing				23,330			20,721			18,909
	General corporate				—			—			254
	Eliminations(1)				(442	)		(417	)		(328	)
		Total		$	192,444		$	179,676		$	182,558
Depreciation, amortization, drydocking and write-down of assets held for sale
	Offshore energy support			$	37,674		$	41,701		$	43,305
	Tankers				24,416			19,455			18,159
	Towing				3,766			3,793			3,222
	General corporate				276			1,643			1,690
		Total		$	66,132		$	66,592		$	66,376
Income from operations
	Offshore energy support			$	15,789		$	990		$	10,209
	Tankers				46,957			36,267			35,669
	Towing				8,667			7,678			4,847
	General corporate				(11,071	)		(11,225	)		(12,955	)
		Total		$	60,342		$	33,710		$	37,770
Net income (loss)
	Offshore energy support			$	(1,710	)	$	(16,097	)	$	(16,912	)
	Tankers				28,123			19,354			17,346
	Towing				5,533			4,511			(151	)
	General corporate				(6,012	)(3)		(12,733	)(2)		(39,153	)(2)
		Total		$	25,934		$	(4,965	)	$	(38,870	)

---

(1)

Elimination of intersegment towing revenue and intersegment tankers operating expenses of $0.4 million, $0.4 million and $0.3 million for the years ended December 31, 2004, 2003 and 2002, respectively.

(2)

Includes loss on early extinguishment of debt of $1.7 million and $27.8 million in 2003 and 2002, respectively (see Note 3).

(3)

Includes proceeds from the settlement of litigation, in which the Company received a total of $4.5 million from two of its suppliers in 2004 (see Note 5).

F-76

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        The Company is engaged in providing marine support and transportation services in the United States and foreign locations. The Company's foreign operations are conducted on a worldwide basis, primarily in West Africa, the Arabian Gulf, Southeast Asia, Mexico, and South America with assets that are highly mobile. These operations are subject to risks inherent in operating in such locations.

        The foreign-flag offshore vessels and the two foreign-flag tankers move regularly and routinely from one country to another, sometimes in different continents depending on the charter party. Because of this asset mobility, revenue and long-lived assets attributable to the Company's foreign operations in any one country are not material, as defined in SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS 131").

        There were no individual customers from whom the Company derived more than 10% of its total revenue for the years ended December 31, 2004, 2003, and 2002.

F-77

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        The following table presents selected financial information pertaining to the Company's geographic operations for 2004, 2003 and 2002 (in thousands):

				Year Ended December 31,
				2004			2003			2002
Revenue
	Domestic			$	225,503		$	197,612		$	200,008
	Foreign
		West Africa			85,498			79,680			84,576
		Middle East			26,255			24,650			23,683
		Southeast Asia			15,072			14,616			15,730
Consolidated revenue				$	352,328		$	316,558		$	323,997

				Consolidated Balance Sheet Information as of December 31,
				2004			2003
Identifiable assets
	Domestic			$	600,175		$	516,773
	Foreign
		West Africa			117,303			123,918
		Middle East			27,064			28,164
		Southeast Asia			6,208			8,410
	Other				36,038			17,175
		Total		$	786,788		$	694,440
Vessels and equipment
	Domestic			$	648,214		$	544,370
	Foreign
		West Africa			121,022			120,049
		Middle East			17,770			16,637
		Southeast Asia			15,090			17,268
					802,096			698,324
	General corporate				8,955			8,882
					811,051			707,206
	Less: accumulated depreciation				(212,258	)		(180,180	)
		Total		$	598,793		$	527,026

F-78

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14. Fair Value of Financial Instruments

        The following methods and assumptions were used to estimate the fair value of financial instruments included in the following categories:

        Cash, Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Accrued Liabilities.    The carrying amounts reported in the balance sheet approximate fair value due to the short-term nature of such instruments.

        Amended Credit Facility and Title XI.    The amended credit facility and Title XI obligations provide for interest and principal payments at various rates and dates as discussed in Note 3. The Company estimates the fair value of such obligations using a discounted cash flow analysis at estimated market rates.

        Interest Rate Swap and Related 2003 Senior Notes.    In October 2003, the Company entered into a ten-year interest rate swap agreement with its Amended Credit Facility lender and other members of its lending group. The Company entered into the swap transaction "at-market," and as a result there was no exchange of a premium at the initial date of the transaction. Through this derivative instrument, which covers a notional amount of $150.0 million, the Company effectively converted the interest rate on its outstanding 2003 Senior Notes due August 2013 to a floating rate based on LIBOR. The Company designated the interest rate swap as a fair-value hedge of fixed-rate interest-bearing debt, and is accounting for the change in fair value of the interest rate swap in accordance with the shortcut method outlined in SFAS 133, whereby the carrying amount of the 2003 Senior Notes are adjusted by the same amount as the change in fair value of the interest rate swap (see Note 3). As of December 31, 2004, the effective floating interest rate was 6.79% and increased to 7.88% effective February 15, 2005. The floating rate is adjusted semi-annually in February and August of each year. The swap agreement is secured by a second lien on the assets that secure the Company's amended and restated credit facility.

        Notes Payable and Capital Lease Obligations.    The carrying amounts reported in the balance sheet approximate fair value as the interest rates either adjust based on LIBOR, or in the case of fixed rate borrowings, are consistent with the Company's current borrowing rate.

        The following table presents the carrying value and fair value of the financial instruments at December 31 (in millions):

15. Liquidity

        At December 31, 2004, the Company had cash and cash equivalents on hand of $18.9 million and working capital of approximately $49.6 million which includes $35.7 million in restricted cash (see Note 2). The Company's main sources of liquidity are from operations, borrowings under our Amended Credit Facility, and proceeds from the sale of vessels with marginal operating performance. In 2004,

F-79

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cash from operations totaled $59.1 million, which was $20.8 million greater than 2003. At December 31, 2004, availability under our Amended Credit Facility was approximately $1.1 million (see Note 3). Additionally, the Company received $6.4 million from the sale of vessels during 2004 (see Note 6). The Company believes cash from operations will continue to be a meaningful source of liquidity. Furthermore the Company relies on external financing to fund a substantial portion of the purchase price of new vessels to its fleet. The Company believes it will obtain commitments from various lenders to fund at least 80% of the cost of vessels it has contracted to purchase.

        The Company's capital requirements arise primarily from its need to service debt, fund working capital, maintain and improve its vessels, and make vessel acquisitions. The Company expects that cash flow from operations will continue to be a significant source of funds for its working capital and capital requirements.

        During 2004, the Company incurred $135.7 million in capital improvements for drydocking costs and fleet additions. Approximately $22.9 million was for drydockings and approximately $112.7 million was for fleet additions including newbuild vessels and vessel acquisitions. The Company incurred approximately $12.9 million for the construction of the Seabulk Angola and the Seabulk Luanda, approximately $27.6 million for the construction of the Seabulk Brasil and the Seabulk Angra, approximately $9.4 million for the construction of the Seabulk Advantage, and approximately $62.0 million for the purchase of the Seabulk Reliant and the Seabulk Trust, the two new international tankers added to our fleet in March and April 2004. The vessels were funded by a combination of borrowings and available cash.

        The Company's expected 2005 capital requirements for drydocking costs is $30.7 million. The Company's expected 2005 capital requirements for newbuild vessels and fleet improvements is $20.3 million, which includes $6.6 million for four anchor handling tug supply vessels the Company agreed to construct for approximately $43.7 million (see Note 6).

        The Company's Amended Credit Facility contains certain restrictive financial covenants that, among other things, require minimum levels of EBITDA, as defined in the credit agreement, and tangible net worth. A covenant was amended as of February 26, 2004 to allow the Company a greater degree of flexibility under the debt/EBITDA ratio. The Company is in compliance with all such covenants at December 31, 2004.

16. Selected Quarterly Financial Information (unaudited)

        The following information is presented as supplementary financial information for 2004 and 2003 (in thousands, except per share information):

Year Ended December 31, 2004			First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue			$	82,534		$	87,203		$	89,361		$	93,230
Income from operations				10,400			12,548			16,791			20,603
Net income(a)				5,650			2,721			6,813			10,750
Net income per common share—basic and diluted(b):
	Net income—basic		$	0.24		$	0.12		$	0.29		$	0.46
	Net income—diluted		$	0.24		$	0.12		$	0.29		$	0.45

F-80

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Year Ended December 31, 2003			First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue			$	77,229		$	79,924		$	79,670		$	79,735
Income from operations(c)				10,830			12,378			9,477			1,025
Net income (loss)(d)				1,586			2,660			(1,876	)		(7,335	)
Net income (loss) per common share—basic and diluted(b)
	Net income (loss)—basic		$	0.07		$	0.11		$	(0.08	)	$	(0.32	)
	Net income (loss)—diluted		$	0.07		$	0.11		$	(0.08	)	$	(0.32	)

---

(a)

Includes $4.5 million in proceeds from the settlement of litigation in the first quarter of 2004 (see Note 5).

(b)

The sum of the four quarters' income (loss) per share may not equal the annual earnings per share, as the quarterly quarterly computations are independent of the annual computation.

(c)

Includes write-down of assets held for sale of $1.2 million, an increase in repairs and maintenance of $1.8 million related to drydockings and the write-off of bad debts of approximately $1.9 million in the fourth quarter of 2003.

(d)

Includes loss on early extinguishment of debt of $1.7 million in the third quarter of 2003 (see Note 3).

17. Supplemental Condensed Consolidated Financial Information

        The Restricted Subsidiaries as to which financial information is included in the table below are subsidiaries of the Company that are subject to the terms and conditions of the Indenture governing the Senior Notes. Only certain of the Restricted Subsidiaries (representing the domestic restricted subsidiaries and referred to in the Indenture as the "Guarantor Subsidiaries"), jointly and severally guarantee the Notes on a senior unsecured basis. The Non-guarantor Unrestricted Subsidiaries as to which financial information is included in the table below are the subsidiary entities that own the five U.S.-flag double hull tankers which are financed by the Title XI debt with recourse to the tankers and the subsidiaries that own them. These entities are designated as "Non-Recourse" or "Unrestricted" subsidiaries under the Indenture and do not guarantee the Notes.

F-81

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        Supplemental financial information for the Company and its guarantor restricted subsidiaries, non-guarantor restricted subsidiaries and non-guarantor unrestricted subsidiaries for the notes is presented below.

Condensed Consolidating Balance Sheet
(in thousands)
As of December 31, 2004

				Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries(a)			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents			$	8,265		$	4,983		$	—		$	5,701		$	—		$	—		$	18,949
	Restricted cash				—			—			—			2,756			32,925			—			35,681
	Trade accounts receivable, net				35			17,797			—			32,207			5,170			—			55,209
	Other receivables				1,003			2,430			—			204			147			—			3,784
	Marine operating supplies				79			2,503			—			2,700			2,586			—			7,868
	Due from affiliates				—			66,330			—			119,375			3,372			(189,077	)		—
	Prepaid expenses and other				2,005			285			—			1,239			98			—			3,627
		Total current assets			11,387			94,328			—			164,182			44,298			(189,077	)		125,118
Vessels and equipment, net					46,072			216,200			—			127,848			208,673			—			598,793
Deferred costs, net					14,546			6,625			—			15,438			8,444			—			45,053
Investments in affiliates					525,588			14,644			—			364			82,611			(623,207	)		—
Other					7,231			813			—			1,177			8,603			—			17,824
		Total assets		$	604,824		$	332,610		$	—		$	309,009		$	352,629		$	(812,284	)	$	786,788
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable			$	4,802		$	1,159		$	—		$	8,957		$	—		$	—		$	14,918
	Current maturities of long-term debt				3,799			7,065			—			436			5,353			—			16,653
	Current obligations under capital leases				1,093			2,615			—			—			—			—			3,708
	Accrued interest.				4,008			159			—			5			703			—			4,875
	Due to affiliates				161,144			—			—			—			—			(161,144	)		—
	Accrued liabilities and other				8,854			4,676			—			17,929			3,862			—			35,321
		Total current liabilities			183,700			15,674			—			27,327			9,918			(161,144	)		75,475
Long-term debt					57,544			53,275			—			14,480			200,666			—			325,965
Senior notes					152,906			—			—			—			—			—			152,906
Obligations under capital leases					10,476			18,092			—			—			—			—			28,568
Due to affiliates					—			27,935			—			—			—			(27,935	)		—
Other liabilities					2,851			242			—			1,740			46			—			4,879
		Total liabilities			407,477			115,218			—			43,547			210,630			(189,079	)		587,793
Commitments and contingencies
Minority interest					—			—			—			—			—			—			—
Total stockholders' equity					197,347			217,392			—			265,462			141,999			(623,205	)		198,995
		Total liabilities and stockholders' equity		$	604,824		$	332,610		$	—		$	309,009		$	352,629		$	(812,284	)	$	786,788

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(a)

In December 2004, the Company purchased the minority interest in a partnership that owns the Seabulk America (see Note 6). Subsequent to the acquisition, all Guarantor Restricted Subsidiaries are wholly-owned subsidiaries of the Company.

F-82

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Condensed Consolidating Balance Sheet
(in thousands)
As of December 31, 2003

				Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents			$	217		$	452		$	1,030		$	5,700		$	—		$	—		$	7,399
	Restricted cash				—			—			—			1,478			26,980			—			28,458
	Trade accounts receivable, net				(296	)		13,686			822			34,161			1,226			—			49,599
	Other receivables				3,739			3,338			16			2,799			838			—			10,730
	Marine operating supplies				121			1,575			482			3,504			2,473			—			8,155
	Due from affiliates				—			73,837			—			120,556			3,377			(197,770	)		—
	Prepaid expenses and other				960			365			19			1,505			196			—			3,045
		Total current assets			4,741			93,253			2,369			169,703			35,090			(197,770	)		107,386
Vessels and equipment, net					34,998			138,211			29,893			106,401			217,523			—			527,026
Deferred costs, net					13,869			9,347			1,022			14,202			10,046			—			48,486
Investments in affiliates					506,250			2,214			—			—			—			(508,464	)		—
Due from affiliates					30,069			—			—			—			—			(30,069	)		—
Other					3,907			2,234			—			1,562			3,839			—			11,542
		Total assets		$	593,834		$	245,259		$	33,284		$	291,868		$	266,498		$	(736,303	)	$	694,440
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable			$	5,256		$	2,658		$	—		$	9,504		$	1,387		$	—		$	18,805
	Current maturities of long-term debt				4,250			1,650			—			139			4,998			—			11,037
	Current obligations under capital leases				1,039			2,482			—			—			—			—			3,521
	Accrued interest				5,079			100			—			—			633			—			5,812
	Due to affiliates				194,184			—			63			—			—			(194,247	)		—
	Accrued liabilities and other				11,395			3,010			415			20,293			2,250			—			37,363
		Total current liabilities			221,203			9,900			478			29,936			9,268			(194,247	)		76,538
Long-term debt					35,575			14,665			—			1,958			206,019			—			258,217
Senior Notes					151,472			—			—			—			—			—			151,472
Obligations under capital leases					11,569			20,677			—			—			—			—			32,246
Due to affiliates					—			—			30,069			—			—			(30,069	)		—
Other liabilities					1,660			273			—			1,157			46			—			3,136
		Total liabilities			421,479			45,515			30,547			33,051			215,333			(224,316	)		521,609
Commitments and contingencies
Minority interest					—			—			—			—			—			476			476
	Total stockholders' equity.				172,355			199,744			2,737			258,817			51,165			(512,463	)		172,355
		Total liabilities and stockholders' equity		$	593,834		$	245,259		$	33,284		$	291,868		$	266,498		$	(736,303	)	$	694,440

F-83

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Condensed Consolidating Statement of Operations
(in thousands)
Year Ended December 31, 2004

		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries(a)			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Revenue		$	44,565		$	105,237		$	—		$	128,773		$	74,195		$	(442	)	$	352,328
Vessel and voyage expenses			26,591			60,547			—			71,508			34,240			(442	)		192,444
General and administrative			11,994			9,297			—			14,708			1,527			—			37,526
Depreciation, amortization and drydocking			8,191			19,864			—			27,144			10,933			—			66,132
Gain on disposal of assets			—			(605	)		—			(3,511	)		—			—			(4,116	)
Income (loss) from operations			(2,211	)		16,134			—			18,924			27,495			—			60,342
Other (expense) income, net			4,348			(10,068	)		—			(7,850	)		(15,385	)		(419	)		(29,374	)
Income before income taxes			2,137			6,066			—			11,074			12,110			(419	)		30,968
Provision for income taxes			—			—			—			5,034			—			—			5,034
Net income		$	2,137		$	6,066		$	—		$	6,040		$	12,110		$	(419	)	$	25,934

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(a)

In December 2004, the Company purchased the minority interest in a partnership that owns the Seabulk America (see Note 6). Subsequent to the acquisition, all Guarantor Restricted Subsidiaries are wholly-owned subsidiaries of the Company.

Condensed Consolidating Statement of Operations
(in thousands)
Year Ended December 31, 2003

		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Revenue		$	44,264		$	78,637		$	13,662		$	119,466		$	60,946		$	(417	)	$	316,558
Vessel and voyage expenses			25,453			54,459			8,616			66,264			25,301			(417	)		179,676
General and administrative			10,912			10,206			894			14,349			1,682			—			38,043
Depreciation, amortization and drydocking			8,250			15,710			2,988			28,629			9,796			—			65,373
Write-down of assets held for sale			—			1,219			—			—			—			—			1,219
Gain on disposal of assets			—			(1,136	)		—			(327	)		—			—			(1,463	)
Income (loss) from operations			(351	)		(1,821	)		1,164			10,551			24,167			—			33,710
Other expense, net			(1,268	)		(8,588	)		(1,616	)		(7,428	)		(15,684	)		147			(34,437	)
Income (loss) before income "taxes			(1,619	)		(10,409	)		(452	)		3,123			8,483			147			(727	)
Provision for income taxes			—			—			—			4,238			—			—			4,238
Net income (loss)		$	(1,619	)	$	(10,409	)	$	(452	)	$	(1,115	)	$	8,483		$	147		$	(4,965	)

F-84

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Condensed Consolidating Statement of Operations
(in thousands)
Year Ended December 31, 2002

		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Revenue		$	43,604		$	82,881		$	12,352		$	123,989		$	61,284		$	(113	)	$	323,997
Vessel and voyage expenses			26,398			54,329			7,783			67,546			26,615			(113	)		182,558
General and administrative			12,257			10,333			885			13,534			1,648			—			38,657
Depreciation, amortization and drydocking			7,952			17,453			2,313			29,127			9,531			—			66,376
(Gain) loss on disposal of assets, net			—			(1,901	)		—			537			—			—			(1,364	)
Income (loss) from operations			(3,003	)		2,667			1,371			13,245			23,490			—			37,770
Other expense, net			(30,576	)		(11,474	)		(2,043	)		(11,895	)		(16,010	)		—			(71,998	)
Income (loss) before provision for income taxes			(33,579	)		(8,807	)		(672	)		1,350			7,480			—			(34,228	)
Provision (benefit) for income taxes			(1,520	)		—			—			6,162			—			—			4,642
Net income (loss)		$	(32,059	)	$	(8,807	)	$	(672	)	$	(4,812	)	$	7,480		$	—		$	(38,870	)

F-85

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Condensed Consolidating Statement of Cash Flows
(in thousands)
Year Ended December 31, 2004

		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries(a)
Operating activities:
Net cash provided by operating activities		$	8,330		$	11,375		$	—
Investing activities:
Purchases of vessels and equipment			(20,220	)		(62,706	)		—
Proceeds from disposals of assets			—			1,011			—
Investment in joint venture			—			—			—
Acquisition of minority interest						—			—
Net cash used in investing activities			(20,220	)		(61,695	)		—
Financing activities:
Payments on Amended Credit Facility			(1,483	)		—			—
Proceeds from Amended Credit Facility			20,000			—			—
Payments of long-term debt			(2,100	)		(5,756	)		—
Proceeds from long-term debt			7,252			62,599			—
Payments of Title XI bonds			(2,142	)		—			—
Payments of other deferred financing costs			(661	)		(570	)		—
Payments of deferred financing costs under 2003 Senior Notes and Amended Credit Facility			(285	)		—			—
Payments of obligations under capital leases			(1,039	)		(2,452	)		—
Proceeds from exercise of stock options			396			—			—
Proceeds from exercise of warrants			—			—			—
Increase in restricted cash			—			—			—
Net cash provided by (used in) financing activities			19,938			53,821			—
Change in cash and cash equivalents			8,048			3,501			—
Cash and cash equivalents at beginning of period		$	217		$	1,482		$	—
Cash and cash equivalents at end of period		$	8,265		$	4,983		$	—

---

(a)

In December 2004, the Company purchased the minority interest in a partnership that owns the Seabulk America (see Note 6). Subsequent to the acquisition, all Guarantor Restricted Subsidiaries are wholly-owned subsidiaries of the Company.

F-86

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Condensed Consolidating Statement of Cash Flows
(in thousands)
Year Ended December 31, 2004

		Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net cash provided by operating activities		$	26,044		$	13,396		$	—		$	59,145
Investing activities:
Purchases of vessels and equipment			(29,779	)		(35	)		—			(112,740	)
Proceeds from disposal of assets			5,352			—			—			6,363
Investment in joint venture			(300	)		—			—			(300	)
Acquisition of minority interest			—			(2,410	)		—			(2,410	)
Net cash used in investing activities			(24,727	)		(2,445	)		—			(109,087	)
Financing activities:
Payments on Amended Credit Facility			—			—			—			(1,483	)
Proceeds from Amended Credit Facility			—			—			—			20,000
Payments of long-term debt			—			—			—			(7,856	)
Proceeds from long-term debt			—			—			—			69,851
Payments of Title XI bonds			—			(5,006	)		—			(7,148	)
Payments of other deferred financing costs			(38	)		—			—			(1,269	)
Payments of deferred financing costs under 2003 Senior Notes and Amended Credit Facility			—			—			—			(285	)
Payments of obligations under capital leases			—			—			—			(3,491	)
Proceeds from exercise of stock options			—			—			—			396
Proceeds from exercise of warrants			—			—			—			—
Increase in restricted cash			(1,278	)		(5,945	)		—			(7,223	)
Net cash provided by (used in) financing activities			(1,316	)		(10,951	)		—			61,492
Change in cash and cash equivalents			1			—			—			11,550
Cash and cash equivalents at beginning of period		$	5,700		$	—		$	—		$	7,399
Cash and cash equivalents at end of period		$	5,701		$	—		$	—		$	18,949

F-87

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Condensed Consolidating Statement of Cash Flows
(in thousands)
Year Ended December 31, 2003

		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities		$	(9,958	)	$	12,850		$	1,028
Investing activities:
Purchases of vessels and equipment			(1,388	)		(1,314	)		(11	)
Proceeds from disposals of assets			—			4,380			—
Investment in joint venture			—			—			—
Net cash provided by (used in) investment activities			(1,388	)		3,066			(11	)
Financing activities:
Payments of prior credit facility			(148,179	)		—			—
Proceeds from 2003 Senior Notes			150,000			—			—
Payments of long-term debt			(5,436	)		(1,972	)		—
Proceeds from long-term debt			—			6,525			—
Payment of other deferred financing costs			—			(106	)		—
Payments of Title XI bonds			(2,150	)		(549	)		—
Retirement of Title XI bonds			—			(11,181	)		—
Payment of deferred financing costs under prior credit facility			(88	)		—			—
Payments of deferred financing costs under 2003 Senior Notes and Amended Credit Facility			(5,458	)		—			—
Net proceeds from sale leaseback			13,274			—			—
Payments of obligations under capital leases			(828	)		(8,594	)		—
Proceeds from exercise of stock options			307			—			—
Proceeds from exercise of warrants			2			—			—
Increase in restricted cash			(2,197	)		—			—
Net cash provided by (used in) financing activities			(753	)		(15,877	)		—
Change in cash and cash equivalents			(12,099	)		39			1,017
Cash and cash equivalents at beginning of period		$	12,316		$	413		$	13
Cash and cash equivalents at end of period		$	217		$	452		$	1,030

F-88

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Condensed Consolidating Statement of Cash Flows
(in thousands)
Year Ended December 31, 2003

		Non-Guarantor Restricted Subsidiaries			Non-Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net cash provided by (used in) operating activities		$	22,216		$	12,187		$	—		$	38,323
Investing activities:
Purchases of vessels and equipment			(27,798	)		(172	)		—			(30,683	)
Proceeds from disposals of assets			5,045			—			—			9,425
Investment in joint venture			(400	)		—			—			(400	)
Net cash provided by (used in) investing activities			(23,153	)		(172	)		—			(21,658	)
Financing activities:
Payments of prior credit facility			—			—			—			(148,179	)
Proceeds from 2003 Senior Notes			—			—			—			150,000
Payments of long-term debt			—			—			—			(7,408	)
Proceeds from long-term debt			2,097			—			—			8,622
Payments of other deferred financing costs			(120	)		—			—			(226	)
Payments of Title XI bonds			—			(4,679	)		—			(7,378	)
Retirement of Title XI bonds			—			—			—			(11,181	)
Payments of deferred financing costs under prior credit facility			—			—			—			(88	)
Payments of deferred financing costs under 2003 Senior Notes and Amended Credit Facility			—			—			—			(5,458	)
Net proceeds from sale leaseback			—			—			—			13,274
Payments of obligations under capital leases			—			—			—			(9,422	)
Proceeds from exercise of stock options			—			—			—			307
Proceeds from exercise of warrants			—			—			—			2
Increase in restricted cash			(142	)		(7,336	)		—			(9,675	)
Net cash provided by (used in) financing activities			1,835			(12,015	)		—			(26,810	)
Change in cash and cash equivalents			898			—			—			(10,145	)
Cash and cash equivalents at beginning of period		$	4,802		$	—		$	—		$	17,544
Cash and cash equivalents at end of period		$	5,700		$	—		$	—		$	7,399

F-89

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Condensed Consolidating Statement of Cash Flows
(in thousands)
Year Ended December 31, 2002

		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities		$	23,811		$	(2,144	)	$	248
Investing activities:
Purchases of vessels and equipment			(315	)		(2,837	)		(249	)
Proceeds from disposals of assets			252			10,049			—
Net cash provided by (used in) investing activities			(63	)		7,212			(249	)
Financing activities:
Net payments of revolving credit facility			(9,000	)		—			—
Payments of prior credit facility			(125	)		—			—
Proceeds from prior credit facility			178,800			—			—
Payments of prior Senior Notes			(101,499	)		—			—
Payments of long-term debt			(164,524	)		(1,293	)		—
Proceeds of Private Placement, net of issuance costs			90,901			—			—
Payments of Title XI bonds			(2,150	)		(646	)		—
Payments of deferred financing costs under prior credit facility			(4,128	)		—			—
Payments of obligations under capital leases			—			(2,986	)		—
Proceeds from exercise of warrants			1			—			—
Proceeds from exercise of stock options			42			—			—
Increase in restricted cash			—			—			—
Net cash used in financing activities			(11,682	)		(4,925	)		—
Change in cash and cash equivalents			12,066			143			(1	)
Cash and cash equivalents at beginning of period		$	250		$	270		$	14
Cash and cash equivalents at end of period		$	12,316		$	413		$	13

F-90

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Condensed Consolidating Statement of Cash Flows
(in thousands)
Year Ended December 31, 2002

		Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net cash provided by (used in) operating activities		$	(1,108	)	$	16,805		$	—		$	37,612
Investing activities:
Purchases of vessels and equipment			(352	)		—			—			(3,753	)
Proceeds from disposals of assets			2,374			—			—			12,675
Net cash provided by (used in) investing activities			2,022			—			—			8,922
Financing activities:
Net payments of revolving credit facility			—			—			—			(9,000	)
Payments of prior credit facility			—			—			—			(125	)
Proceeds for prior credit facility			—			—			—			178,800
Payments of prior Senior Notes			—			—			—			(101,499	)
Payments of long-term debt			—			—			—			(165,817	)
Proceeds of Private Placement, net of issuance costs			—			—			—			90,901
Payments of Title XI bonds			—			(4,370	)		—			(7,166	)
Payments of deferred financing costs under prior credit facility			—			—			—			(4,128	)
Payments of obligations under capital leases			—			—			—			(2,986	)
Proceeds from exercise of warrants			—			—			—			1
Proceeds from exercise of stock options			—			—			—			42
Increase in restricted cash			—			(12,435	)		—			(12,435	)
Net cash used in financing activities			—			(16,805	)		—			(33,412	)
Change in cash and cash equivalents			914			—			—			13,122
Cash and cash equivalents at beginning of period		$	3,888		$	—		$	—		$	4,422
Cash and cash equivalents at end of period		$	4,802		$	—		$	—		$	17,544

18. Subsequent Event (UNAUDITED)

        On March 16, 2005, Seabulk announced that it had signed a definitive merger agreement with Seacor Holdings, Inc. ("Seacor"). The Boards of Directors of both companies have unanimously approved the transaction. Under the terms of the merger agreement, Seabulk's stockholders will, subject to limited adjustments, receive 0.2694 of a share of Seacor common stock plus cash of $4.00 for each issued and outstanding share of Seabulk common stock. In certain circumstances, the portion of the merger consideration payable in cash may be reduced and shares of Seacor common stock, having a value on the closing date equal to the cash reduction, may be substituted therefor.

        The merger is expected to close by the end of the second quarter of 2005, subject to approval by Seabulk's stockholders of the merger and Seacor's stockholders of the issuance of shares of its common stock in the merger, the receipt of certain regulatory approvals and the satisfaction of customary closing conditions, in accordance with terms of the merger agreement.

F-91

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except par value data)

					March 31, 2005			December 31, 2004
Assets
Current assets:
	Cash and cash equivalents				$	31,310		$	18,949
	Restricted cash					30,350			35,681
	Trade accounts receivable, net of allowance for doubtful accounts of $5,881 and $5,649 in 2005 and 2004, respectively					51,848			55,209
	Other receivables					4,121			3,784
	Marine operating supplies					8,081			7,868
	Prepaid expenses and other					4,163			3,627
		Total current assets				129,873			125,118
Vessels and equipment, net						596,626			598,793
Deferred costs, net						41,976			45,053
Other						21,173			17,824
		Total assets			$	789,648		$	786,788
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable				$	10,126		$	14,918
	Current maturities of long-term debt					16,429			16,653
	Current obligations under capital leases					3,531			3,708
	Accrued interest					6,265			4,875
	Accrued liabilities and other					35,333			35,321
		Total current liabilities				71,684			75,475
Long-term debt						323,714			325,965
Senior notes						148,006			152,906
Obligations under capital leases						27,841			28,568
Other liabilities						7,663			4,879
		Total liabilities				578,908			587,793
Commitments and contingencies
Stockholders' equity:
	Preferred stock, no par value-authorized 5,000; issued and outstanding, none					—			—
	Common stock—$.01 par value, authorized 40,000 shares; 23,620 and 23,446 shares issued and outstanding in 2005 and 2004, respectively					236			234
	Additional paid-in capital					261,746			259,843
	Accumulated other comprehensive income					31			55
	Unearned compensation					(2,074	)		(758	)
	Accumulated deficit					(49,199	)		(60,379	)
		Total stockholders' equity				210,740			198,995
			Total liabilities and stockholders' equity		$	789,648		$	786,788

See notes to condensed consolidated financial statements.

F-92

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

				Three Months Ended March 31,
				2005			2004
Revenue				$	95,581		$	82,534
Vessel and voyage expenses:
	Crew payroll and benefits				22,600			22,581
	Charter hire				4,892			3,587
	Repairs and maintenance				4,645			6,198
	Insurance				3,181			2,620
	Fuel and consumables				7,283			7,015
	Port charges and other				5,326			4,906
					47,927			46,907
General and administrative					9,568			9,425
Depreciation, amortization and drydocking					16,520			15,790
Loss on disposal of assets, net					130			12
	Income from operations				21,436			10,400
Other income (expense):
	Interest expense				(9,426	)		(8,069	)
	Interest income				146			66
	Minority interest in losses of subsidiaries				—			78
	Other, net				(8	)		4,524
		Total other expense, net			(9,288	)		(3,401	)
Income before provision for income taxes					12,148			6,999
Provision for income taxes					968			1,349
		Net income		$	11,180		$	5,650
Net income per common share:
		Net income per common share—basic		$	0.48		$	0.24
		Net income per common share—diluted		$	0.46		$	0.24
		Weighted average common shares outstanding—basic			23,327			23,249
		Weighted average common shares outstanding—diluted			24,273			23,795

See notes to condensed consolidated financial statements.

F-93

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

						Three Months Ended March 31,
						2005			2004
									(as restated, see Note 1)
Operating activities:
	Net income					$	11,180		$	5,650
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization of vessels and equipment				9,903			9,900
			Expenditures for drydocking				(3,943	)		(4,628	)
			Amortization of drydocking costs				6,617			5,890
			Amortization of discount on long-term debt and financing costs				418			412
			Amortization of unearned compensation				194			—
			Provision for bad debts				432			1,643
			Loss on disposal of assets				130			12
			Minority interest in losses of subsidiaries				—			(78	)
			Other				—			51
			Changes in operating assets and liabilities:
				Trade accounts and other receivables			2,592			1,360
				Other current and long-term assets			(9,157	)		(5,465	)
				Accounts payable and other liabilities			(623	)		(3,264	)
		Net cash provided by operating activities					17,743			11,483
Investing activities:
	Proceeds from disposals of assets						2,250			601
	Purchases of vessels and equipment						(9,973	)		(71,040	)
		Net cash used in investing activities					(7,723	)		(70,439	)
Financing activities:
	Proceeds from Amended Credit Facility						—			20,000
	Payments on Amended Credit Facility						(5,500	)		—
	Proceeds from long-term debt.						5,799			49,600
	Payments of long-term debt						(2,324	)		(843	)
	Payments of Title XI bonds						(450	)		(450	)
	Payments of obligations under capital leases						(904	)		(865	)
	Payments of deferred financing costs related to 2003 Senior Notes and Amended Credit Facility						—			(95	)
	Payments of other deferred financing costs						(6	)		(506	)
	Proceeds from exercise of stock options						395			167
	Decrease (increase) in restricted cash						5,331			(3,617	)
	Net cash provided by financing activities						2,341			63,391
	Change in cash and cash equivalents						12,361			4,435
	Cash and cash equivalents at beginning of period						18,949			7,399
	Cash and cash equivalents at end of period					$	31,310		$	11,834
Supplemental schedule of non-cash investing and financing activities:
	Obligation for fair market value of interest rate swap					$	1,994		$	4,891

See notes to condensed consolidated financial statements.

F-94

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SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 (Unaudited)

1.    Organization and Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. The consolidated balance sheet at December 31, 2004 has been derived from the audited financial statements at that date. The unaudited condensed consolidated financial statements and the consolidated balance sheet do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments which, in the opinion of management, are considered necessary for the fair presentation of the results of operations for the periods shown are of a normal recurring nature and have been reflected in the unaudited condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. The information included in these unaudited condensed consolidated financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this report and the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K and Form 10-K/A Amendment No. 1 for the fiscal year ended December 31, 2004. For the three months ended March 31, 2005, the Company's components of comprehensive income include net income and a foreign currency forward contract for approximately $24,000. For the three months ended March 31, 2004, except for net income, the Company had no material components of comprehensive income.

        Certain financial statement reclassifications have been made to conform prior period data to the 2005 financial statement presentation.

        The Company recently reviewed its financial statement presentation and disclosure in response to comments received from the staff of the Securities and Exchange Commission (the "SEC") in a normal periodic review of the Company's filings. As a result, the Company is restating the accompanying 2004 condensed consolidated statement of cash flows to classify expenditures for drydocking of $4.6 million as an operating activity rather than an investing activity.

2.    Merger

        On March 16, 2005, SEACOR Holdings Inc., a Delaware corporation ("SEACOR"), entered into a merger agreement (the "Merger Agreement") with Seabulk International, Inc., a Delaware corporation ("Seabulk" or the "Company"), SBLK Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of SEACOR ("Merger Sub") and CORBULK LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SEACOR ("LLC"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger Sub will merge with and into Seabulk, with Seabulk continuing as the surviving corporation and a direct, wholly owned subsidiary of SEACOR (the "Merger"). The structure of the Merger could be modified such that Seabulk could merge with and into LLC, with LLC continuing as the surviving entity and a direct, wholly owned subsidiary of SEACOR, depending on the share price of SEACOR stock. As part of the transaction, entities associated with DLJ Merchant Banking Partners III, L.P. and Carlyle/Riverstone Global Energy and Power Fund I, L.P., who collectively own approximately 75% of Seabulk's common shares, have entered into an agreement to support the transaction.

F-95

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        At the effective time and as a result of the Merger, Seabulk stockholders will be entitled to receive in exchange for each issued and outstanding share of Seabulk common stock (i) $4.00 in cash and (ii) 0.2694 shares of SEACOR common stock. In certain circumstances, the portion of the merger consideration payable in cash may be reduced and shares of SEACOR common stock, having a value on the closing date equal to the cash reduction, may be substituted therefor. The closing prices of SEACOR and Seabulk shares on Wednesday, March 16, 2005, were $65.28 and $16.73, respectively. All outstanding Seabulk stock options will be assumed by SEACOR. Each such option for Seabulk common stock will then become exercisable for SEACOR common stock under the exchange ratio, plus the cash component.

        Seabulk and SEACOR have made customary representations, warranties and covenants in the Merger Agreement. The completion of the Merger is subject to approval by the stockholders of each of Seabulk and SEACOR and the satisfaction of customary conditions, including regulatory approvals. As part of the transaction, entities associated with DLJ Merchant Banking Partners III, L.P. and Carlyle/Riverstone Global Energy and Power Fund I, L.P., who collectively own approximately 75% of Seabulk's common shares, have entered into an agreement to support the transaction.

        The Merger Agreement contains certain termination rights for both SEACOR and Seabulk and further provides that, upon termination of the Merger Agreement under specified circumstances, Seabulk may be required to pay SEACOR a termination fee of up to $21.3 million and SEACOR may be required to pay Seabulk a termination fee of up to $5 million.

        On April 22, 2005, the Company announced the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, thereby satisfying one of the key conditions to the completion of the merger.

3.    Vessel Purchases, Sales and Operations

        In January 2005, the Company took delivery of and began to operate the Seabulk Angra, an offshore supply vessel, under a time charter with Petrobras in Brazil. The vessel brings the total number of vessels operating in the Brazil market to three under charter with Petrobras.

        In January 2005, the Company took delivery of and began to operate the Seabulk Carmen, a supply boat, in the U.S. Gulf of Mexico. The transaction to acquire the Seabulk Carmen was a like-kind exchange of assets of equal value and was a tax-free transaction to the Company, in which the Company delivered three older crew boats and one older geophysical vessel in exchange for the Seabulk Carmen.

        In March 2005, the Company sold the Seabulk Veritas, an offshore support vessel operating in the U.S Gulf of Mexico. Proceeds from the sale of the vessel were $200,000. The gain on the sale of the vessel was approximately $45,000.

        In March 2005, the Company sold the Seabulk Neptune, an anchor handling tug operating in West Africa. Proceeds from the sale of the vessel were approximately $200,000. The loss on the sale of the vessel was approximately $148,000.

        In March 2005, the Company delivered the Seabulk Winn, a crew boat operating in the U.S. Gulf of Mexico, and $550,000 in exchange for the C/Crusader, a supply boat, and the assignment of a purchase and sale agreement. The Company subsequently sold the C/Crusader under the terms of the assigned purchase

F-96

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and sale agreement for proceeds of approximately $1.9 million. The transaction was a like-kind exchange of assets of equal value and was a tax free-transaction to the Company.

4.    Income Taxes

        For the three months ended March 31, 2005 and 2004, a tax provision was computed using an estimated annual effective tax rate of 35%. A corresponding reduction in the valuation allowance was recorded. Management has recorded a valuation allowance at March 31, 2005 and 2004 to reduce the net deferred tax assets to an amount that is likely to be realized. After application of the valuation allowance, the net deferred tax assets are zero. The current provision for income taxes for the three-month period ended March 31, 2005 represents expected tax obligations on foreign-source revenue and includes a benefit of $0.5 million related to the acceptance by the Internal Revenue Service of the Company's refund request related to the 1997 tax year. The current provision for income taxes for the three-month period ended March 31, 2004 represents expected tax obligations on foreign-source revenue.

5.    Net Income per Common Share

        The following table sets forth the computation of basic and diluted net income per share for the periods indicated:

        The weighted average diluted common shares outstanding for the three months ended March 31, 2004 excludes 74,000 options as these common stock equivalents are antidilutive.

F-97

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6.    Segment and Geographic Data

        The Company organizes its business principally into three segments. The Company does not have significant intersegment transactions. These segments and their respective operations are as follows:

Offshore Energy Support (Seabulk Offshore) - Offshore energy support includes vessels operating in U.S. and foreign locations used primarily to transport materials, supplies, equipment and personnel to drilling rigs and to support the construction, positioning and ongoing operations of oil and gas production platforms.

Marine Transportation Services (Seabulk Tankers) - Marine transportation services includes 10 U.S.-flag product tankers and two foreign-flag product tankers. The U.S.-flag oceangoing vessels are used to transport petroleum, chemicals, and crude products, primarily from chemical manufacturing plants, refineries and storage facilities along the U.S. Gulf Coast to industrial users and distribution facilities in and around the Gulf of Mexico, Atlantic and Pacific Coast ports. Certain of the vessels also transport crude oil within Alaska and among Alaska, the Pacific Coast and Hawaiian ports. One U.S.-flag vessel and the two foreign-flag vessels operate in the foreign trade.

Towing(Seabulk Towing) - Harbor and offshore towing services are provided by tugs to vessels utilizing the ports in which the tugs operate, and to vessels at sea to the extent required by offshore commercial contract opportunities and by environmental regulations, casualty or other emergencies.

        The Company evaluates performance by operating segment. Within the offshore energy support segment, the Company conducts additional performance evaluations of vessels marketed in U.S. and foreign locations. Resources are allocated based on segment profit or loss from operations, before interest and taxes.

        Revenue by segment and geographic area consists only of services provided to external customers as reported in the Statements of Operations. Income from operations by geographic area represents net revenue less applicable costs and expenses related to that revenue.

F-98

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        The following schedule presents segment and geographic information about the Company's operations (in thousands):

				Three Months Ended March 31,
				2005			2004
Revenue
	Offshore energy support			$	45,347		$	39,583
	Marine transportation services				38,659			33,462
	Towing				11,654			9,578
	Eliminations(1)				(79	)		(89	)
		Total		$	95,581		$	82,534
Vessel and voyage expenses
	Offshore energy support			$	24,329		$	25,205
	Marine transportation services				17,561			16,853
	Towing				6,116			4,938
	Eliminations(1)				(79	)		(89	)
		Total		$	47,927		$	46,907
Depreciation, amortization and drydocking
	Offshore energy support			$	8,840		$	9,545
	Marine transportation services				6,596			5,294
	Towing				1,013			885
	General corporate				71			66
		Total		$	16,520		$	15,790
Income (loss) from operations
	Offshore energy support			$	7,916		$	(902	)
	Marine transportation services				13,637			10,445
	Towing				3,078			2,494
	General corporate				(3,195	)		(1,637	)
		Total		$	21,436		$	10,400
Net income (loss)
	Offshore energy support			$	2,700		$	(5,113	)
	Marine transportation services				8,969			6,167
	Towing				2,185			1,727
	General corporate				(2,674	)		2,869
		Total		$	11,180		$	5,650
Geographic revenue
	Americas(2)			$	61,189		$	50,682
	Foreign
		West Africa			21,125			22,246
		Middle East			7,882			5,838
		Southeast Asia			5,385			3,768
Consolidated geographic revenue				$	95,581		$	82,534

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⁽¹⁾

Eliminations of intersegment towing revenue and intersegment marine transportation operating expenses.

⁽²⁾

Americas consist of vessels operating in the United States, the Gulf of Mexico, South America and the Caribbean.

F-99

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7. Commitments and 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, the Company has filed three reports with and submitted documents to the Office of Foreign Asset Control ("OFAC") of the U.S. Department of Treasury. 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 of the Company's vessels which called in the Sudan for several months in 1999 and January 2000, and charters with third parties involving several of the Company's vessels which called in Iran in 1998. In March 2003, the Company 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 the Company and/or certain individuals who knowingly participated in such activities. 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 financial position or results of operations.

        The Company was sued by Maritime Transport Development Corporation ("MTDC") in January 2002 in Florida state court in Broward County alleging broker commissions due since 1998 from charters on three of its vessels, the Seabulk Magnachem, Seabulk Challenger and Seabulk Pride, under an alleged broker commission agreement. MTDC was controlled by the founders of our predecessor company. The claim allegedly continues to accrue. The amount alleged to be due is over $800,000, but is subject to offset claims and defenses by the Company. The Company is vigorously defending such charges, but the Company cannot predict the ultimate outcome.

        As of February 20, 2004, the Company switched its mutual protection and indemnity ("P&I") marine insurance policies from Steamship Mutual ("Steamship") to West of England Association ("West of England"). Under the Company's P&I policies, the Company could be liable for additional premiums to cover investment losses and reserve shortfalls experienced by its marine insurance clubs; however, additional premiums can only be assessed for open policy years. Steamship and West of England close a policy year three years after the policy year has ended. Completed policy years 2002 and 2003 are still open for Steamship and policy year 2004 is open for West of England. There have been no additional premiums assessed for these policy years and the Company believes it is unlikely that additional premiums for those policy years will be assessed. The Company will record a liability for any such additional premiums if and when they are assessed and the amount can be reasonably estimated.

        In order to cover potential future additional insurance calls made by Steamship for 2002 and 2003, the Company was required to post a letter of credit in the amount of approximately $1.9 million to support such potential additional calls as a condition to its departure from Steamship. The letter of credit will be returned if no additional insurance calls are made. Potential claims liabilities are recorded as insurance expense reserves when they become probable and can be reasonably estimated.

        P&I insurance premiums were approximately $2.1 million and $1.5 million for the three months ended March 31, 2005 and 2004, respectively. The Company's hull and machinery insurance renewed in October 2004. Additionally, the Company maintains high levels of self-insurance for P&I and hull and machinery risks through the use of substantial deductibles and self-insured retentions.

F-100

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        From time to time, the Company is party to personal injury and property damage claims litigation arising in the ordinary course of our business. Protection and indemnity marine liability insurance covers large claims in excess of the substantial deductibles and self-insured retentions.

8. Stock-Based Compensation

        As permitted by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), the Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25") and related interpretations in accounting for its employee stock-based transactions and has complied with the disclosure requirements of SFAS No. 123. Under APB No. 25, compensation expense is calculated at the time of option grant based upon the difference between the exercise prices of the option and the fair market value of the Company's common stock at the date of grant recognized over the vesting period.

        The Company uses the Black-Scholes option valuation model to determine the fair value of options granted under the Company's stock option plans. Had compensation expense for the stock option grants been determined based on the fair value at the grant date for awards consistent with the methods of SFAS No. 123, the Company's net income would have decreased to the pro forma amounts presented below:

			Three Months Ended March 31,
			2005			2004
Net income, as reported			$	11,180		$	5,650
Stock-based compensation expense determined under the fair value method				(447	)		(376	)
Pro forma net income			$	10,733		$	5,274
Net income per common share:
	Basic-as reported		$	0.48		$	0.24
	Basic-pro forma		$	0.46		$	0.23
	Diluted-as reported		$	0.46		$	0.24
	Diluted-pro forma		$	0.44		$	0.22

        Effective October 14, 2004, the Company amended the stock option agreements for all of the vested and unvested awards, whereby the option exercise period was extended from 12 months to 36 months in the event of termination within two years of a change in control, as defined in the plan. In accordance with FASB Interpretation No. 44 Accounting for Certain Transactions involving Stock Compensation, the amendment to the agreements is considered a modification of the award and accordingly the intrinsic value of the option award shall be measured at the date of the modification and any intrinsic value in excess of the amount measured at the original measurement date shall be recognized as compensation cost if the separation event occurs. As of December 31, 2004 the intrinsic value in excess of the amount measured at the original measurement date was $4.1 million and, if a separation event occurred within two years of a change in control, would be recognized as compensation expense in the accompanying condensed consolidated statement of operations.

F-101

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9. Recent Accounting Pronouncements

        In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment ("SFAS No. 123R"), which requires companies to expense in their consolidated statements of operations the estimated fair value of employee stock options and similar awards. The Company currently uses the intrinsic value method to value stock options, and accordingly, no compensation expense has been recognized for stock options since the Company grants stock options with exercise prices equal to or greater that the Company's common stock market price on the date of the grant. The Company will adopt the provisions of SFAS No. 123R using the modified prospective application. Under the modified prospective application, SFAS No. 123R will apply to new awards and to awards that are outstanding on the effective date and are subsequently modified or cancelled. Compensation expense for unvested stock-based awards will be recognized over the remaining vesting period. Depending on the model used to calculate stock-based compensation expense in the future, the implementation of certain other requirements of SFAS No. 123R and additional option grants expected to be made in the future, the pro forma disclosure discussed previously may not be indicative of the stock-based compensation expense that will be recognized in the Company's future consolidated financial statements. In April 2005, the FASB delayed the implementation of SFAS No. 123R from the next reporting period beginning after June 15, 2005 until the beginning of the Company's next fiscal year. The Company is in the process of determining the impact adopting SFAS No. 123R will have on its consolidated financial position and consolidated results of operations.

        In December 2004, the FASB issued Statement of Financial Accounting Standard No. 153, Exchanges of Nonmonetary Assets("SFAS No. 153"), an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions ("APB No. 29"). APB No. 29 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged, however certain exceptions apply. SFAS No. 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The Company's adoption of SFAS No. 153 is not expected to have a material impact on the Company's consolidated financial position and consolidated results of operations.

10. Supplemental Condensed Consolidated Financial Information

        The Restricted Subsidiaries as to which financial information is included in the tables below are subsidiaries of the Company that are subject to the terms and conditions of the Indenture governing the 2003 Senior Notes. Only certain of the Restricted Subsidiaries (representing the domestic restricted subsidiaries and referred to in the Indenture as the "Guarantor Subsidiaries"), jointly and severally guarantee the 2003 Senior Notes, on a senior unsecured basis. The Non-guarantor Unrestricted Subsidiaries as to which financial information is included in the tables below are the subsidiary entities that own the five U.S.-flag double-hull product tankers which are financed by the U.S. Maritime Administration backed Title XI debt with recourse to the five tankers and the subsidiaries that own them. These entities are designated as "Non-Recourse" or "Unrestricted" subsidiaries under the Indenture and do not guarantee the 2003 Senior Notes.

F-102

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        Supplemental financial information for the Company and its guarantor restricted subsidiaries, non-guarantor restricted subsidiaries and non-guarantor unrestricted subsidiaries under the 2003 Senior Notes is presented below.

				Condensed Consolidating Balance Sheet (in thousands) As of March 31, 2005
				Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents			$	22,955		$	986		$	7,369		$	—		$	—		$	31,310
	Restricted cash				—			—			2,756			27,594			—			30,350
	Trade accounts receivable, net				366			18,294			30,046			3,142			—			51,848
	Other receivables				1,313			2,257			360			191			—			4,121
	Marine operating supplies				(698	)		3,178			3,118			2,483			—			8,081
	Prepaid expenses and other				1,806			514			1,321			522			—			4,163
		Total current assets			25,742			25,229			44,970			33,932			—			129,873
Vessels and equipment, net					54,371			210,543			125,260			206,452			—			596,626
Deferred costs, net					12,902			8,099			13,211			7,764			—			41,976
Investments in affiliates					525,413			—			—			—			(525,413	)		—
Due from affiliates					—			50,282			127,080			3,698			(181,060	)		—
Other					5,807			712			1,549			13,105			—			21,173
		Total assets		$	624,235		$	294,865		$	312,070		$	264,951		$	(706,473	)	$	789,648
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable			$	938		$	3,003		$	6,185		$	—		$	—		$	10,126
	Current maturities of long-term debt				3,350			7,067			659			5,353			—			16,429
	Current obligations under capital leases				1,108			2,423			—			—			—			3,531
	Accrued interest				1,878			161			6			4,220			—			6,265
	Accrued liabilities and other				8,265			4,931			19,775			2,362			—			35,333
		Total current liabilities			15,539			17,585			26,625			11,935						71,684
Long-term debt					56,688			51,507			14,853			200,666			—			323,714
Senior Notes					148,006			—			—			—			—			148,006
Obligations under capital leases					10,192			17,649			—			—			—			27,841
Due to affiliates					177,536			—			—			—			(177,536	)		—
Other liabilities					5,534			238			1,846			45			—			7,663
		Total liabilities			413,495			86,979			43,324			212,646			(177,536	)		578,908
Commitments and contingencies					—			—			—			—			—			—
Total stockholders' equity					210,740			207,886			268,746			49,027			(528,937	)		210,740
	Total liabilities and stockholders' equity			$	624,235		$	294,865		$	312,070		$	264,951		$	(706,473	)	$	789,648

F-103

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				Condensed Consolidating Balance Sheet (in thousands) As of December 31, 2004
				Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents			$	8,265		$	4,983		$	5,701		$	—		$	—		$	18,949
	Restricted cash				—			—			2,756			32,925			—			35,681
	Trade accounts receivable, net				35			17,797			32,207			5,170			—			55,209
	Other receivables				1,003			2,430			204			147			—			3,784
	Marine operating supplies				79			2,503			2,700			2,586			—			7,868
	Due from affiliates				—			66,330			119,375			3,372			(189,077	)		—
	Prepaid expenses and other				2,005			285			1,239			98			—			3,627
		Total current assets			11,387			94,328			164,182			44,298			(189,077	)		125,118
Vessels and equipment, net					46,072			216,200			127,848			208,673			—			598,793
Deferred costs, net					14,546			6,625			15,438			8,444			—			45,053
Investments in affiliates					525,588			14,644			364			82,611			(623,207	)		—
Other					7,231			813			1,177			8,603			—			17,824
	Total assets			$	604,824		$	332,610		$	309,009		$	352,629		$	(812,284	)	$	786,788
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable			$	4,802		$	1,159		$	8,957		$	—		$	—		$	14,918
	Current maturities of long-term debt				3,799			7,065			436			5,353			—			16,653
	Current obligations under capital leases				1,093			2,615			—			—			—			3,708
	Accrued interest				4,008			159			5			703						4,875
	Due to affiliates				161,144			—			—			—			(161,144	)		—
	Accrued liabilities and other				8,854			4,676			17,929			3,862			—			35,321
		Total current liabilities			183,700			15,674			27,327			9,918			(161,144	)		75,475
Long-term debt					57,544			53,275			14,480			200,666			—			325,965
Senior Notes					152,906			—			—			—			—			152,906
Obligations under capital leases					10,476			18,092			—			—			—			28,568
Due to affiliates					—			27,935			—			—			(27,935	)		—
Other liabilities					2,851			242			1,740			46			—			4,879
	Total liabilities				407,477			115,218			43,547			210,630			(189,079	)		587,793
Commitments and contingencies
	Total stockholders' equity				197,347			217,392			265,462			141,999			(623,205	)		198,995
		Total liabilities and stockholders' equity		$	604,824		$	332,610		$	309,009		$	352,629		$	(812,284	)	$	786,788

F-104

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		Condensed Consolidating Statement of Operations (in thousands) Three Months Ended March 31, 2005
		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries(a)			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Revenue		$	11,827		$	30,504		$	—		$	35,240		$	18,089		$	(79	)	$	95,581
Vessel and voyage expenses			6,589			15,704			—			18,306			7,407			(79	)		47,927
General and administrative			3,473			2,401			—			3,263			431			—			9,568
Depreciation, amortization and Drydocking			2,294			5,082			—			6,365			2,779			—			16,520
(Gain) loss on disposal of assets, net			—			(18	)		—			148			—			—			130
Income (loss) from operations			(529	)		7,335			—			7,158			7,472			—			21,436
Other expense			(449	)		(2,770	)		—			(2,399	)		(3,670	)		—			(9,288	)
Income (loss) before income taxes			(978	)		4,565			—			4,759			3,802			—			12,148
Provision for income taxes			(507	)		—			—			1,475			—			—			968
Net income (loss)		$	(471	)	$	4,565		$	—		$	3,284		$	3,802		$	—		$	11,180

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^(a)

In December 2004, the Company purchased the minority interest in a partnership that owns the Seabulk America. Subsequent to the acquisition, all Guarantor Restricted Subsidiaries are wholly-owned subsidiaries of the Company.

F-105

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		Condensed Consolidating Statement of Operations (in thousands) Three Months Ended March 31, 2004
		Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Non- Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Revenue		$	11,913		$	17,345		$	3,319		$	32,118		$	17,928		$	(89	)	$	82,534
Vessel and voyage expenses			6,057			11,851			2,190			18,484			8,414			(89	)		46,907
General and administrative			1,852			2,564			210			4,455			344			—			9,425
Depreciation, amortization and Drydocking			1,717			3,871			821			6,684			2,697			—			15,790
(Gain) loss on disposal of assets, net			—			(1	)		—			13			—			—			12
Income (loss) from operations			2,287			(940	)		98			2,482			6,473			—			10,400
Other income (expense)			4,428			(1,900	)		(337	)		(1,752	)		(3,918	)		78			(3,401	)
Income (loss) before income taxes			6,715			(2,840	)		(239	)		730			2,555			78			6,999
Provision for income taxes			—			—			—			1,349			—			—			1,349
Net income (loss)		$	6,715		$	(2,840	)	$	(239	)	$	(619	)	$	2,555		$	78		$	5,650

F-106

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			Condensed Consolidating Statement of Cash Flows (in thousands) Three Months Ended March 31, 2005
			Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries(a)
Net cash provided by (used in) operating activities			$	24,330		$	(3,032	)	$	—
Investing activities:
	Proceeds from sales of vessels and equipment			—			2,050			—
	Purchases of vessels and equipment			(8,459	)		(610	)		—
	Net cash (used in) provided by investing activities			(8,459	)		1,440			—
Financing activities:
	Proceeds from Amended Credit Facility			—			—			—
	Payments on Amended Credit Facility			(5,500	)		—			—
	Proceeds from long-term debt			5,170			33			—
	Payments of long-term debt			(525	)		(1,799	)		—
	Payments of Title XI bonds			(450	)		—			—
	Payments of obligations under capital leases			(269	)		(635	)		—
	Payment of other deferred financing costs			(2	)		(4	)		—
	Proceeds from exercise of stock options			395			—			—
	Decrease in restricted cash			—			—			—
	Net cash (used in) provided by financing activities			(1,181	)		(2,405	)		—
	Increase (decrease) in cash and cash equivalents			14,690			(3,997	)		—
	Cash and cash equivalents at beginning of period			8,265			4,983			—
	Cash and cash equivalents at end of period		$	22,955		$	986		$	—

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^(a)

In December 2004, the Company purchased the minority interest in a partnership that owns the Seabulk America. Subsequent to the acquisition, all Guarantor Restricted Subsidiaries are wholly-owned subsidiaries of the Company.

F-107

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			Condensed Consolidating Statement of Cash Flows (in thousands) Three Months Ended March 31, 2005
			Non-Guarantor Restricted Subsidiaries			Non-Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Net cash provided by (used in) operating activities			$	1,776		$	(5,331	)	$	—		$	17,743
Investing activities:
	Proceeds from sales of vessels and equipment			200			—			—			2,250
	Purchases of vessels and equipment			(904	)		—			—			(9,973	)
	Net cash (used in) provided by investing activities			(704	)		—			—			(7,723	)
Financing activities:
	Proceeds from Amended Credit Facility			—			—			—			—
	Payments on Amended Credit Facility			—			—			—			(5,500	)
	Proceeds from long-term debt			596			—			—			5,799
	Payments of long-term debt			—			—			—			(2,324	)
	Payments of Title XI bonds			—			—			—			(450	)
	Payments of obligations under capital leases			—			—			—			(904	)
	Payment of other deferred financing costs			—			—			—			(6	)
	Proceeds from exercise of stock options			—			—			—			395
	Decrease in restricted cash			—			5,331			—			5,331
	Net cash (used in) provided by financing activities			596			5,331			—			2,341
	Increase (decrease) in cash and cash equivalents			1,668			—			—			12,361
	Cash and cash equivalents at beginning of period			5,701			—			—			18,949
	Cash and cash equivalents at end of period		$	7,369		$	—		$	—		$	31,310

F-108

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			Condensed Consolidating Statement of Cash Flows (in thousands) Three Months Ended March 31, 2004
			Parent			Wholly Owned Guarantor Restricted Subsidiaries			Non-Wholly Owned Guarantor Restricted Subsidiaries
Net cash (used in) provided by operating activities			$	(16,904	)	$	13,702		$	(271	)
Investing activities:
	Proceeds from sales of vessels and equipment			—			1			—
	Purchases of vessels and equipment			(21	)		(62,026	)		—
	Net cash (used in) provided by investing activities			(21	)		(62,025	)		—
Financing activities:
	Proceeds from Amended Credit Facility			20,000			—			—
	Payments of long-term debt			(525	)		(318	)		—
	Proceeds from long-term debt			—			49,600			—
	Payments of Title XI bonds			(450	)		—			—
	Payments of obligations under capital leases			(254	)		(611	)		—
	Payments of deferred financing costs related to 2003 Senior Notes and Amended Credit Facility			(95	)		—			—
	Payment of other deferred financing costs			—			(506	)		—
	Proceeds from the exercise of stock options			167			—			—
	Increase in restricted cash			—			—			—
	Net cash provided by (used in) financing activities			18,843			48,165			—
	Increase (decrease) in cash and cash equivalents			1,918			(158	)		(271	)
	Cash and cash equivalents at beginning of period			217			452			1,030
	Cash and cash equivalents at end of period		$	2,135		$	294		$	759

F-109

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			Condensed Consolidating Statement of Cash Flows (in thousands) Three Months Ended March 31, 2004
			Non-Guarantor Restricted Subsidiaries			Non-Guarantor Unrestricted Subsidiaries			Eliminations			Consolidated Total
Net cash (used in) provided by operating activities			$	11,321		$	3,635		$	—		$	11,483
Investing activities:
	Proceeds from sales of vessels and equipment			600			—			—			601
	Purchases of vessels and equipment			(8,975	)		(18	)		—			(71,040	)
	Net cash (used in) provided by investing activities			(8,375	)		(18	)		—			(70,439	)
Financing activities:
	Proceeds from Amended Credit Facility			—			—			—			20,000
	Payments of long-term debt			—			—			—			(843	)
	Proceeds from long-term debt			—			—			—			49,600
	Payments of Title XI bonds			—			—			—			(450	)
	Payments of obligations under capital leases			—			—			—			(865	)
	Payments of deferred financing costs related to 2003 Senior Notes and Amended Credit Facility			—			—			—			(95	)
	Payment of other deferred financing costs			—			—			—			(506	)
	Proceeds from the exercise of stock options			—			—			—			167
	Increase is restricted cash			—			(3,617	)		—			(3,617	)
	Net cash provided by (used in) financing activities			—			(3,617	)		—			63,391
	Increase (decrease) in cash and cash equivalents			2,946			—			—			4,435
	Cash and cash equivalents at beginning of period			5,700			—			—			7,399
	Cash and cash equivalents at end of period		$	8,646		$	—		$	—		$	11,834

F-110

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PROSPECTUS

4,663,895 Shares

  SEACOR Holdings Inc.

Common Stock

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TABLE OF CONTENTS
SUMMARY
Overview
Recent Developments
RISK FACTORS
Risks Related to the Seabulk Merger
Risks Related to Seabulk's Business
Risks Related to our Business
Risk Related to our Common Stock
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
SELLING STOCKHOLDERS
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL DATA
Unaudited Condensed Combined Pro Forma Balance Sheet As of March 31, 2005 (in thousands)
Notes to Unaudited Condensed Combined Pro Forma Balance Sheet As of March 31, 2005
Unaudited Condensed Combined Pro Forma Statement of Income For the Three Months Ended March 31, 2005 (in thousands, except per share data)
Notes to Unaudited Condensed Combined Pro Forma Statement of Income For the Three Months Ended March 31, 2005
Unaudited Condensed Combined Pro Forma Statement of Income For the Year Ended December 31, 2004 (in thousands, except per share data)
Notes to Unaudited Condensed Combined Pro Forma Statement of Income For the Year Ended December 31, 2004
SELECTED HISTORICAL FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CAPITAL STOCK
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SEACOR HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
SEACOR HOLDINGS INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share data)
SEACOR HOLDINGS INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except share data)
SEACOR HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
SEACOR HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data, unaudited)
SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share data, unaudited)
SEACOR HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)
SEACOR HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except par value data)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidating Balance Sheet (in thousands) As of December 31, 2004
Condensed Consolidating Balance Sheet (in thousands) As of December 31, 2003
Condensed Consolidating Statement of Operations (in thousands) Year Ended December 31, 2004
Condensed Consolidating Statement of Operations (in thousands) Year Ended December 31, 2003
Condensed Consolidating Statement of Operations (in thousands) Year Ended December 31, 2002
Condensed Consolidating Statement of Cash Flows (in thousands) Year Ended December 31, 2003
Condensed Consolidating Statement of Cash Flows (in thousands) Year Ended December 31, 2002
Condensed Consolidating Statement of Cash Flows (in thousands) Year Ended December 31, 2002
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except par value data)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands)
SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005 (Unaudited)
PROSPECTUS