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form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2012

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-7615

KIRBY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		74-1884980
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

55 Waugh Drive, Suite 1000,
Houston, TX		77007
(Address of principal executive offices)		(Zip Code)

(713) 435-1000

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

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

The number of shares outstanding of the registrant’s Common Stock, $.10 par value per share, on November 2, 2012 was 55,904,000.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED BALANCE SHEETS

(Unaudited)

ASSETS

	September 30, 2012			December 31, 2011
	($ in thousands)
Current assets:
Cash and cash equivalents	$	5,143		$	16,249
Accounts receivable:
Trade – less allowance for doubtful accounts		299,435			303,087
Other		34,966			32,060
Inventories – net		166,605			130,130
Prepaid expenses and other current assets		35,084			33,617
Deferred income taxes		13,800			14,186

Total current assets		555,033			529,329

Property and equipment		2,837,790			2,618,268
Less accumulated depreciation		(873,939	)		(796,095	)

Property and equipment – net		1,963,851			1,822,173

Goodwill – net		486,153			483,468
Other assets		120,575			125,441
Total assets	$	3,125,612		$	2,960,411

See accompanying notes to condensed financial statements.

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED BALANCE SHEETS

(Unaudited)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	September 30, 2012			December 31, 2011
Current liabilities:	($ in thousands)
Current portion of long-term debt	$	58,500		$	39,005
Income taxes payable		5,991			4,124
Accounts payable		131,772			158,855
Accrued liabilities		110,648			117,262
Deferred revenues		20,752			39,554

Total current liabilities		327,663			358,800

Long-term debt – less current portion		723,470			763,000
Deferred income taxes		357,351			292,355
Other long-term liabilities		96,417			92,098

Total long-term liabilities		1,177,238			1,147,453

Contingencies and commitments		—			—

Equity:
Kirby stockholders’ equity:
Common stock, $.10 par value per share. Authorized 120,000,000 shares, issued 59,276,000 shares		5,928			5,928
Additional paid-in capital		364,610			357,294
Accumulated other comprehensive income – net		(51,386	)		(56,176	)
Retained earnings		1,381,191			1,229,641
Treasury stock – at cost, 3,372,000 at September 30, 2012 and 3,532,000 at December 31, 2011		(91,667	)		(94,162	)
Total Kirby stockholders’ equity		1,608,676			1,442,525
Noncontrolling interests		12,035			11,633
Total equity		1,620,711			1,454,158

Total liabilities and equity	$	3,125,612		$	2,960,411

See accompanying notes to condensed financial statements.

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF EARNINGS

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	($ in thousands, except per share amounts)
Revenues:
Marine transportation	$	349,771		$	351,206		$	1,027,923		$	859,495
Diesel engine services		171,553			212,376			572,184			440,777
Total revenues		521,324			563,582			1,600,107			1,300,272

Costs and expenses:
Costs of sales and operating expenses		344,990			378,520			1,075,265			858,928
Selling, general and administrative		44,473			52,780			140,772			121,284
Taxes, other than on income		3,455			3,244			11,276			10,468
Depreciation and amortization		35,729			36,827			107,400			90,233
Loss (gain) on disposition of assets		40			(97	)		(1	)		(71	)
Total costs and expenses		428,687			471,274			1,334,712			1,080,842

Operating income		92,637			92,308			265,395			219,430
Other income (expense)		(56)			(6	)		123			123
Interest expense		(6,056	)		(5,974	)		(17,797	)		(12,085	)

Earnings before taxes on income		86,525			86,328			247,721			207,468
Provision for taxes on income		(32,794	)		(32,734	)		(93,676	)		(78,745	)

Net earnings		53,731			53,594			154,045			128,723
Less: Net earnings attributable to noncontrolling interests		(676	)		(860	)		(2,495	)		(1,867	)

Net earnings attributable to Kirby	$	53,055		$	52,734		$	151,550		$	126,856

Net earnings per share attributable to Kirby common stockholders:
Basic	$	.95		$	.95		$	2.71		$	2.33
Diluted	$	.95		$	.94		$	2.70		$	2.33

See accompanying notes to condensed financial statements.

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	($ in thousands)

Net earnings	$	53,731		$	53,594		$	154,045		$	128,723
Other comprehensive income (loss), net of taxes:
Pension and postretirement benefits		1,048			350			769			567
Foreign currency translation adjustments		(257	)	(2		)		190		(2		)
Change in fair value of derivative instruments		1,331			1,851			3,831			3,359
Total comprehensive income (loss), net of taxes		2,122			2,199			4,790			3,924

Total comprehensive income, net of taxes		55,853			55,793			158,835			132,647
Net earnings attributable to noncontrolling interests		(676	)		(860	)		(2,495	)		(1,867	)

Comprehensive income attributable to Kirby	$	55,177		$	54,933		$	156,340		$	130,780

See accompanying notes to condensed financial statements.

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended September 30,
	2012			2011
	($ in thousands)
Cash flows from operating activities:
Net earnings	$	154,045		$	128,723
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization		107,400			90,233
Provision for deferred income taxes		59,665			45,383
Amortization of unearned share-based compensation		7,331			7,107
Other		2,784			103
Decrease in cash flows resulting from changes in operating assets and liabilities, net		(84,997	)		(56,223	)
Net cash provided by operating activities		246,228			215,326

Cash flows from investing activities:
Capital expenditures		(255,887	)		(163,210	)
Acquisitions of businesses and marine equipment, net of cash acquired		−			(816,767	)
Retirement of interest rate swaps assumed in acquisition		−			(14,803	)
Proceeds from disposition of assets		15,165			3,967
Other		−			(10	)
Net cash used in investing activities		(240,722	)		(990,823	)

Cash flows from financing activities:
Borrowings on bank credit facilities, net		5,970		83,310
Borrowings on long-term debt		−		531,645
Payments on long-term debt		(26,005	)		(26,561	)
Proceeds from exercise of stock options		3,173			349
Excess tax benefit from equity compensation plans		2,342			789
Other		(2,092	)		(1,270	)
Net cash provided by (used in) financing activities		(16,612)			588,262
Decrease in cash and cash equivalents		(11,106	)		(187,235	)
Cash and cash equivalents, beginning of year		16,249			195,600
Cash and cash equivalents, end of period	$	5,143		$	8,365

Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest	$	15,928		$	11,324
Income taxes	$	29,353		$	19,156
Noncash investing activity:
Stock issued in acquisition	$	−		$	113,019
Cash acquired in acquisition	$	−		$	4,044

See accompanying notes to condensed financial statements.

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In the opinion of management, the accompanying unaudited condensed financial statements of Kirby Corporation and consolidated subsidiaries (the “Company”) contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2012 and December 31, 2011, and the results of operations for the three months and nine months ended September 30, 2012 and 2011.

(1)	BASIS FOR PREPARATION OF THE CONDENSED FINANCIAL STATEMENTS

The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies normally included in annual financial statements, have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

(2)	ACCOUNTING STANDARDS ADOPTIONS

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU 2011-05 requires entities to present components of comprehensive income in either a single continuous statement of comprehensive income or two separate but consecutive statements that would include reclassification adjustments for items that are reclassified from other comprehensive income (“OCI”) to net income on the face of the financial statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU 2011-05 in the first quarter of 2012 did not have an impact on the Company’s consolidated financial statements except that the Company has applied these provisions to its presentation of consolidated financial statements.

In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). The amendments to the Codification in ASU 2011-12 are effective at the same time as the amendments in ASU 2011-05, so that entities will not be required to comply with the presentation requirements in ASU 2011-05 that ASU 2011-12 is deferring. The amendments are being made to allow the FASB time to reevaluate whether to present on the face of the financial statements the effects of reclassifications out of accumulated OCI on the components of net income and OCI for all periods presented. ASU 2011-12 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU 2011-12 did not have a material impact on the Company’s consolidated financial statements.

(3)	ACQUISITIONS

On December 15, 2011, the Company completed the purchase of the coastal tank barge fleet of Seaboats, Inc. and affiliated companies (“Seaboats”) consisting of three 80,000 barrel coastal tank barges and tugboats for $42,745,000 in cash. The three coastal tank barges and tugboats currently operate along the United States East Coast and had an average age of five years.

On July 1, 2011, the Company completed the acquisition of K-Sea Transportation Partners L.P. (“K-Sea”), an operator of tank barges and tugboats participating in the coastal transportation primarily of refined petroleum products in the United States. The total value of the transaction was $603,427,000, excluding transaction fees, consisting of $227,617,000 of cash paid to K-Sea common and preferred unit holders and the general partner, $262,791,000 of cash to retire K-Sea’s outstanding debt, and $113,019,000 through the issuance of 1,939,234 shares of Company common stock valued at $58.28 per share, the Company’s closing share price on July 1, 2011.

On April 17, 2012, the Company changed the name of K-Sea to Kirby Offshore Marine, LLC (“Kirby Offshore Marine”) to more fully integrate the Company’s coastal operations with the Company’s inland marine transportation operations. The acquired company is referred to in this report as either K-Sea or Kirby Offshore Marine, depending on the context.

On the acquisition date, Kirby Offshore Marine’s fleet, comprised of 57 coastal tank barges with a capacity of 3.8 million barrels and 63 tugboats, operated along the East Coast, West Coast and Gulf Coast of the United States, as well as in Alaska and Hawaii. Kirby Offshore Marine’s tank barge fleet, 54 of which were double hulled and had an average age of approximately nine years, is one of the youngest fleets in the coastal trade. Kirby Offshore Marine’s customers include major oil companies and refiners, many of which are current Company customers for inland tank barge services. Kirby Offshore Marine has operating facilities in New York, Philadelphia, Seattle and Honolulu.

On April 15, 2011, the Company purchased United Holdings LLC (“United”), a distributor and service provider of engine and transmission related products for the oil and gas services, power generation and on-highway transportation industries, and manufacturer of oilfield service equipment. The purchase price was $271,192,000 in cash, plus a three-year earnout provision for up to an additional $50,000,000 payable in 2014, dependent on achieving certain financial targets. United, headquartered in Oklahoma City, Oklahoma with 21 locations across seven states, distributes and services equipment and parts for Allison Transmission (“Allison”), MTU Detroit Diesel (“MTU”), Daimler Trucks NA (“Daimler”), and other diesel and natural gas engines. United also manufactures oilfield service equipment, including pressure pumping units. United’s principal customers are oilfield service companies, oil and gas operators and producers, compression companies and on-highway transportation companies.

On February 24, 2011, the Company purchased 21 inland and offshore tank barges and 15 inland towboats and offshore tugboats from Enterprise Marine Services LLC (“Enterprise”) for $53,200,000 in cash. Enterprise provided transportation and delivery services for ship bunkers (engine fuel) to cruise ships, container ships and freighters primarily in the Miami, Port Everglades and Cape Canaveral, Florida area, the three largest cruise ship ports in the United States, as well as Tampa, Florida, Mobile, Alabama and Houston, Texas.

On February 9, 2011, the Company purchased from Kinder Morgan Petcoke, L.P. (“Kinder Morgan”) for $4,050,000 in cash a 51% interest in Kinder Morgan’s shifting operation and fleeting facility for dry cargo barges and tank barges on the Houston Ship Channel. Kinder Morgan retained the remaining 49% interest and the Company will manage the operation. In addition, the Company purchased a towboat from Kinder Morgan for $1,250,000 in cash.

The following unaudited pro forma results present consolidated financial information as if the United and K-Sea acquisitions had been completed as of January 1, 2011. The pro forma results do not include the acquisitions of Seaboats, Enterprise and Kinder Morgan described above as the effect of these acquisitions would not be materially different from the Company’s actual results.

The pro forma results include the amortization associated with the acquired intangible assets, interest expense associated with the debt used to fund a portion of the acquisitions, the impact of the additional shares issued in connection with the K-Sea acquisition, the impact of certain fair value adjustments such as depreciation adjustments related to adjustments to property and equipment and standardization of accounting policies. The pro forma results do not include any cost savings or potential synergies related to the acquisitions nor any integration costs. The pro forma results should not be considered indicative of the results of operations or financial position of the combined companies had the acquisitions been consummated as of January 1, 2011 and are not necessarily indicative of results of future operations of the Company.

The following table sets forth the Company’s pro forma revenues, net earnings attributable to Kirby, basic net earnings per share and fully diluted net earnings per share attributable to Kirby common stockholders (unaudited and in thousands, except per share amounts):

	Nine months ended September 30,
	2012		2011 Pro forma
Revenues	$	1,600,107	$	1,555,759
Net earnings attributable to Kirby	$	151,550	$	122,317
Net earnings per share attributable to Kirby common stockholders:
Basic	$	2.71	$	2.20
Diluted	$	2.70	$	2.19

(4)	INVENTORIES

The following table presents the details of inventories as of September 30, 2012 and December 31, 2011 (in thousands):

	September 30, 2012		December 31, 2011
Finished goods	$	148,583	$	111,931
Work in process		18,022		18,199
	$	166,605	$	130,130

(5)	FAIR VALUE MEASUREMENTS

The accounting guidance for using fair value to measure certain assets and liabilities establishes a three tier value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little, if any, market data exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis at September 30, 2012 (in thousands):

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Assets:
Derivatives	$	—	$	—	$	—	$	—

Liabilities:
Derivatives	$	—	$	3,656	$	—	$	3,656
Contingent earnout liability		—		—		26,500		26,500
	$	—	$	3,656	$	26,500	$	30,156

The following table summarizes the assets and liabilities measured at fair value on a recurring basis at December 31, 2011 (in thousands):

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Assets:
Derivatives	$	—	$	—	$	—	$	—

Liabilities:
Derivatives	$	—	$	9,597	$	—	$	9,597
Contingent earnout liability		—		—		22,600		22,600
	$	—	$	9,597	$	22,600	$	32,197

The fair value of the Company’s derivative instruments is more fully described below in Note 6, Derivative Instruments.

In connection with the acquisition of United on April 15, 2011, United’s former owners are eligible to receive a three-year earnout provision for up to an additional $50,000,000 payable in 2014, dependent on achieving certain financial targets. The fair value of the contingent earnout liability recorded at the acquisition date was $16,300,000. The fair value of the earnout is based on a valuation of the estimated fair value of the liability after probability weighting and discounting various potential payments. The increase (decrease) in the fair value of the earnout liability of $(400,000) and $3,900,000 for the three months and nine months ended September 30, 2012, respectively, was charged to selling, general and administrative expense. As of September 30, 2012, the Company had recorded an earnout liability of $26,500,000.

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities have carrying values that approximate fair value due to the short-term maturity of these financial instruments. The Company is of the opinion that amounts included in the consolidated financial statements for outstanding debt materially represent the fair value of such debt due to their variable interest rates.

Certain assets are measured at fair value on a nonrecurring basis and therefore are not included in the table above. These assets are adjusted to fair value when there is evidence of impairment. During the nine months ended September 30, 2012, there was no indication that the Company’s long-lived assets were impaired, and accordingly, measurement at fair value was not required.

(6)	DERIVATIVE INSTRUMENTS

The Company recognizes all derivative instruments at fair value in the balance sheet as either assets or liabilities. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation, which is established at the inception date of a derivative. For derivative instruments designated as cash flow hedges, changes in fair value, to the extent the hedge is effective, are recognized in OCI until the hedged item is recognized in earnings. Hedge effectiveness is measured at least quarterly based on the cumulative difference between the fair value of the derivative contract and the hedged item over time. Any change in fair value resulting from ineffectiveness is recognized immediately in earnings.

Interest Rate Risk Management

From time to time, the Company has utilized and expects to continue to utilize derivative financial instruments with respect to a portion of its interest rate risks to achieve a more predictable cash flow by reducing its exposure to interest rate fluctuations. These transactions generally are interest rate swap agreements and are entered into with large multinational banks. Derivative financial instruments related to the Company’s interest rate risks are intended to reduce the Company’s exposure to increases in the benchmark interest rates underlying the Company’s floating rate senior notes, variable rate term loan and variable rate bank revolving credit facility.

From time to time, the Company hedges its exposure to fluctuations in short-term interest rates under its variable rate bank revolving credit facility and floating rate senior notes by entering into interest rate swap agreements. The interest rate swap agreements are designated as cash flow hedges, therefore, the changes in fair value, to the extent the swap agreements are effective, are recognized in OCI until the hedged interest expense is recognized in earnings. The current swap agreements effectively convert the Company’s interest rate obligation on the Company’s variable rate senior notes from quarterly floating rate payments based on the London Interbank Offered Rate (“LIBOR”) to quarterly fixed rate payments. As of September 30, 2012, the Company had a total notional amount of $200,000,000 of interest rate swaps designated as cash flow hedges for its variable rate senior notes as follows (dollars in thousands):

Notional Amount		Effective date	Termination date	Fixed pay rate			Receive rate
$	100,000	March 2006	February 2013		5.45	%	Three-month LIBOR
$	50,000	November 2008	February 2013		3.50	%	Three-month LIBOR
$	50,000	May 2009	February 2013		3.795	%	Three-month LIBOR

Foreign Currency Risk Management

From time to time, the Company has utilized and expects to continue to utilize derivative financial instruments with respect to its forecasted foreign currency transactions to attempt to reduce the risk of its exposure to foreign currency rate fluctuations in its transactions denominated in foreign currency. These transactions, which relate to foreign currency obligations for the purchase of equipment from foreign suppliers or foreign currency receipts from foreign customers, generally are forward contracts or purchased call options and are entered into with large multinational banks.

As of September 30, 2012, the Company had a forward contract with a notional amount of $469,000 to hedge its exposure to foreign currency rate fluctuations in expected foreign currency transactions. This contract expires in the first quarter of 2014. This forward contract is designated as a cash flow hedge, therefore, the changes in fair value, to the extent the forward contract is effective, is recognized in OCI until the forward contract expires and is recognized in costs of sales and operating expenses.

Fair Value of Derivative Instruments

The following table sets forth the fair value of the Company’s derivative instruments recorded as liabilities located on the consolidated balance sheet at September 30, 2012 and December 31, 2011 (in thousands):

Liability Derivatives	Balance Sheet Location	September 30, 2012		December 31, 2011
Derivatives designated as hedging instruments under ASC 815:

Foreign currency contracts	Other accrued liabilities	$	26	$	363
Foreign currency contracts	Other long-term liabilities	─			32
Interest rate contracts	Other accrued liabilities		3,630	─
Interest rate contracts	Other long-term liabilities	─			9,202
Total derivatives designated as hedging instruments under ASC 815		$	3,656	$	9,597
Total liability derivatives		$	3,656	$	9,597

Fair value amounts were derived as of September 30, 2012 and December 31, 2011 utilizing fair value models of the Company and its counterparties on the Company’s portfolio of derivative instruments. These fair value models use the income approach that relies on inputs such as yield curves, currency exchange rates and forward prices. The fair value of the Company’s derivative instruments is described above in Note 5, Fair Value Measurements.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Any ineffectiveness related to the Company’s hedges was not material for any of the periods presented.

The following table sets forth the location and amount of gains and losses on the Company’s derivative instruments in the consolidated statements of earnings for the three months and nine months ended September 30, 2012 and 2011 (in thousands):

		Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)				Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	Location of Gain (Loss) Reclassified from	Three months ended				Three months ended
Derivatives in ASC 815 Cash	Accumulated OCI into Income	September 30,				September 30,
Flow Hedging Relationships:	(Effective Portion)	2012		2011		2012			2011
Interest rate contracts	Interest expense	$	1,950	$	1,994	$	(2,092	)	$	(2,183	)

Foreign exchange contracts	Cost and sales of operating expenses		110		951		21			30

Total		$	2,060	$	2,945	$	(2,071	)	$	(2,153	)

		Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)				Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	Location of Gain (Loss) Reclassified from	Nine months ended				Nine months ended
Derivatives in ASC 815 Cash	Accumulated OCI into Income	September 30,				September 30,
Flow Hedging Relationships:	(Effective Portion)	2012		2011		2012			2011
Interest rate contracts	Interest expense	$	5,573	$	4,649	$	(6,192	)	$	(6,460	)

Foreign exchange contracts	Cost and sales of operating expenses		359		400		19			(13)

Total		$	5,932	$	5,049	$	(6,173	)	$	(6,473	)

The Company anticipates $2,359,000 of net losses on interest rate swap agreements included in accumulated OCI will be transferred into earnings over the next year based on current interest rates. Gains or losses on interest rate swap agreements offset increases or decreases in rates of the underlying debt, which results in a fixed rate for the underlying debt. The Company also expects none of its net loss on a foreign currency contract included in accumulated OCI will be transferred into earnings over the next year based on the maturity date of the forward contract.

(7)	LONG-TERM DEBT

On August 30, 2012, the Company’s unsecured revolving credit facility (“Revolving Credit Facility”) with a syndicate of banks, with JPMorgan Chase Bank, N.A. as the administrative agent bank, was increased to $325,000,000 from $250,000,000. The Revolving Credit Facility allowed for the increase in the commitments from the banks subject to the consent of each bank that elected to participate in the increased commitment. The Revolving Credit Facility was used to finance the Allied Transportation Company (“Allied”) acquisition on November 1, 2012. The details of the Allied acquisition are described in Note 15, Subsequent Events.

(8)	STOCK AWARD PLANS

The Company has share-based compensation plans which are described below. The compensation cost that has been charged against earnings for the Company’s stock award plans and the income tax benefit recognized in the statement of earnings for stock awards for the three months and nine months ended September 30, 2012 and 2011 were as follows (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Compensation cost	$	2,842	$	2,617	$	7,331	$	7,107
Income tax benefit	$	1,086	$	1,002	$	2,801	$	2,722

The Company has an employee stock award plan for selected officers and other key employees, which provides for the issuance of stock options, restricted stock and performance awards payable in cash or stock. The exercise price for each option equals the fair market value per share of the Company’s common stock on the date of grant. The terms of the options granted prior to January 25, 2010 are five years and vest ratably over three years. Options granted on or after January 25, 2010 have terms of seven years and vest ratably over three years. No performance awards payable in stock have been made under the plan. At September 30, 2012, 2,909,069 shares were available for future grants under the employee plan and no outstanding stock options under the employee plan were issued with stock appreciation rights.

On February 15, 2012, the Board of Directors approved amendments to the employee plan, subject to stockholder approval, to (1) increase the number of shares that may be issued under the plan from 3,000,000 shares to 5,000,000 shares and (2) increase the maximum amount of cash that may be paid to any participant pursuant to any performance awards under the plan during any calendar year from $3,000,000 to $5,000,000. The amendments were approved by the stockholders at the Annual Meeting of Stockholders held on April 24, 2012.

The following is a summary of the stock option activity under the employee plan described above for the nine months ended September 30, 2012:

	Outstanding Non- Qualified or Nonincentive Stock Options			Weighted Average Exercise Price
Outstanding at December 31, 2011		445,674		$	36.81
Granted		99,906		$	65.80
Exercised		(39,581	)	$	48.57
Forfeited		(2,452	)	$	58.28
Outstanding at September 30, 2012		503,547		$	41.54

The following table summarizes information about the Company’s outstanding and exercisable stock options under the employee plan at September 30, 2012:

	Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic Value
$23.98 - $32.56	226,450		2.7	$	27.72				193,115	$	26.90
$34.40 - $36.35	24,000		1.7	$	34.73				22,666	$	34.63
$46.74 - $48.65	153,191		3.6	$	47.20				86,137	$	47.55
$65.28 - $66.72	99,906		6.4	$	65.80				─	$	─
$23.98 - $66.72	503,547		3.7	$	41.54	$	6,921,000		301,918	$	35.38	$	6,613,000

The following is a summary of the restricted stock award activity under the employee plan described above for the nine months ended September 30, 2012:

	Unvested Restricted Stock Award Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested balance at December 31, 2011		475,632		$	36.43
Granted		121,103		$	67.85
Vested		(166,266	)	$	35.49
Forfeited		(10,052	)	$	59.05
Nonvested balance at September 30, 2012		420,417		$	45.32

The Company has a director stock award plan for nonemployee directors of the Company which provides for the issuance of stock options and restricted stock. The director plan provides for the automatic grants of stock options and restricted stock to nonemployee directors on the date of first election as a director and after each annual meeting of stockholders. In addition, the director plan allows for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee at the option of the director. The exercise prices for all options granted under the plan are equal to the fair market value per share of the Company’s common stock on the date of grant. The terms of the options are ten years. The options granted to a director when first elected vest immediately. The options granted and restricted stock issued after each annual meeting of stockholders vest six months after the date of grant. Options granted and restricted stock issued in lieu of cash director fees vest in equal quarterly increments during the year to which they relate. At September 30, 2012, 685,535 shares were available for future grants under the director plan. The director stock award plan is intended as an incentive to attract and retain qualified and competent independent directors.

On February 15, 2012, the Board of Directors approved amendments to the director plan, subject to stockholder approval, to increase the number of shares that may be issued under the plan from 1,000,000 shares to 1,500,000 shares. The amendment was approved by the stockholders at the Annual Meeting of Stockholders held on April 24, 2012.

The following is a summary of the stock option activity under the director plan described above for the nine months ended September 30, 2012:

	Outstanding Non- Qualified or Nonincentive Stock Options			Weighted Average Exercise Price
Outstanding at December 31, 2011		353,625		$	39.05
Granted		56,306		$	62.48
Exercised		(43,993	)	$	28.41
Outstanding at September 30, 2012		365,938		$	43.94

The following table summarizes information about the Company’s outstanding and exercisable stock options under the director plan at September 30, 2012:

	Options Outstanding							Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic Value
$12.69 - $17.88	30,000		1.2	$	15.81				30,000	$	15.81
$20.28 - $29.60	48,000		5.1	$	26.10				48,000	$	26.10
$35.17 - $36.82	74,036		4.0	$	35.86				74,036	$	35.86
$41.24 - $62.48	213,902		7.9	$	54.68				158,748	$	51.97
$12.69 - $62.48	365,938		6.2	$	43.94	$	4,151,000		310,784	$	40.65	$	4,548,000

The following is a summary of the restricted stock award activity under the director plan described above for the nine months ended September 30, 2012:

	Unvested Restricted Stock Award Shares			Weighted Average Grant Date Fair Value Per Share
Nonvested balance at December 31, 2011		1,748		$	58.07
Granted		10,383		$	62.99
Vested		(2,438	)	$	59.46
Nonvested balance at September 30, 2012		9,693		$	62.99

The total intrinsic value of all stock options exercised under all of the Company’s plans was $1,985,000 and $1,477,000 for the nine months ended September 30, 2012 and 2011, respectively. The actual tax benefit realized for tax deductions from stock option exercises was $758,000 and $565,000 for the nine months ended September 30, 2012 and 2011, respectively.

The total intrinsic value of all the restricted stock vestings under all of the Company’s plans was $11,214,000 and $7,221,000 for the nine months ended September 30, 2012 and 2011, respectively. The actual tax benefit realized for tax deductions from restricted stock vestings was $4,284,000 and $2,766,000 for the nine months ended September 30, 2012 and 2011, respectively.

As of September 30, 2012, there was $2,796,000 of unrecognized compensation cost related to nonvested stock options and $15,315,000 related to restricted stock. The stock options are expected to be recognized over a weighted average period of approximately 1.2 years and restricted stock over approximately 2.9 years. The total fair value of options vested was $1,339,000 and $1,452,000 during the nine months ended September 30, 2012 and 2011, respectively. The fair value of the restricted stock vested was $11,214,000 and $7,221,000 for the nine months ended September 30, 2012 and 2011, respectively.

The weighted average per share fair value of stock options granted during the nine months ended September 30, 2012 and 2011 was $22.15 and $18.84, respectively. The fair value of the stock options granted during the nine months ended September 30, 2012 and 2011 was $3,461,000 and $3,081,000, respectively. The Company currently uses treasury stock shares for restricted stock grants and stock option exercises. The fair value of each stock option was determined using the Black-Scholes option pricing model. The key input variables used in valuing the options during the nine months ended September 30, 2012 and 2011 were as follows:

	Nine months ended September 30,
	2012	2011
Dividend yield	None	None
Average risk-free interest rate	1.1%	2.4%
Stock price volatility	33%	33%
Estimated option term	Six years or seven years	Six years or seven years

(9)	OTHER COMPREHENSIVE INCOME

The Company’s changes in other comprehensive income for the three months and nine months ended September 30, 2012 and 2011 were as follows (in thousands):

	Three months ended September 30,
	2012						2011
	Gross Amount		Income Tax (Provision) Benefit		Net Amount		Gross Amount		Income Tax (Provision) Benefit			Net Amount

Pension and postretirement benefits	$	1,698	$	(650)	$	1,048	$	568	$	(218)		$	350
Foreign currency translation adjustments		(257)		—		(257)		(2)		—			(2)
Change in fair value of derivative instruments		2,060		(729)		1,331		2,946		(1,095	)		1,851
Total	$	3,501	$	(1,379)	$	2,122	$	3,512	$	(1,313	)	$	2,199

	Nine months ended September 30,
	2012							2011
	Gross Amount		Income Tax (Provision) Benefit			Net Amount		Gross Amount		Income Tax (Provision) Benefit			Net Amount

Pension and postretirement benefits	$	1,242	$	(473)		$	769	$	915	$	(348	)	$	567
Foreign currency translation adjustments		190		—			190		(2)		—			(2)
Change in fair value of derivative instruments		5,932		(2,101	)		3,831		5,228		(1,869	)		3,359
Total	$	7,364	$	(2,574	)	$	4,790	$	6,141	$	(2,217	)	$	3,924

(10)	SEGMENT DATA

The Company’s operations are classified into two reportable business segments as follows:

Marine Transportation — Marine transportation principally by United States flag vessels of liquid cargoes throughout the United States inland waterway system, along all three United States coasts, Alaska and Hawaii and, to a lesser extent, United States coastal transportation of dry-bulk cargoes. The principal products transported include petrochemicals, black oil products, refined petroleum products and agricultural chemicals.

Diesel Engine Services — Provides after-market services for medium-speed and high-speed diesel engines, reduction gears and ancillary products for marine and power generation applications, and distributes and services high-speed diesel engines, transmissions, pumps and compression products, and manufactures and remanufactures oilfield service equipment, including pressure pumping units, for the land-based pressure pumping and oilfield service markets.

The following table sets forth the Company’s revenues and profit or loss by reportable segment for the three months and nine months ended September 30, 2012 and 2011 and total assets as of September 30, 2012 and December 31, 2011 (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Revenues:
Marine transportation	$	349,771		$	351,206		$	1,027,923		$	859,495
Diesel engine services		171,553			212,376			572,184			440,777
	$	521,324		$	563,582		$	1,600,107		$	1,300,272
Segment profit (loss):
Marine transportation	$	81,695		$	78,109		$	221,915		$	189,168
Diesel engine services		14,603			21,180			53,275			45,397
Other		(9,773	)		(12,961	)		(27,469	)		(27,097	)
	$	86,525		$	86,328		$	247,721		$	207,468

	September 30, 2012		December 31, 2011
Total assets:
Marine transportation	$	2,434,920	$	2,307,821
Diesel engine services		641,117		608,886
Other		49,575		43,704
	$	3,125,612	$	2,960,411

The following table presents the details of “Other” segment loss for the three months and nine months ended September 30, 2012 and 2011 (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011

General corporate expenses	$	(3,621	)	$	(7,078	)	$	(9,796	)	$	(15,206	)
Gain (loss) on disposition of assets		(40)			97			1			71
Interest expense		(6,056	)		(5,974	)		(17,797	)		(12,085	)
Other income (expense)		(56)			(6	)		123			123
	$	(9,773	)	$	(12,961	)	$	(27,469	)	$	(27,097	)

The following table presents the details of “Other” total assets as of September 30, 2012 and December 31, 2011 (in thousands):

	September 30, 2012		December 31, 2011
General corporate assets	$	45,642	$	40,022
Investment in affiliates		3,933		3,682
	$	49,575	$	43,704

(11)	TAXES ON INCOME

Earnings before taxes on income and details of the provision for taxes on income for the three months and nine months ended September 30, 2012 and 2011 were as follows (in thousands):

Three months ended September 30,		Nine months ended September 30,
2012	2011	2012	2011