Nevada	74-1884980
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
55 Waugh Drive, Suite 1000
Houston, Texas	77007
(Address of principal executive offices)	(Zip Code)

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock — $.10 Par Value Per Share		New York Stock Exchange

Large accelerated filer	T	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

			Page
PART I
	Item 1. Business		4
THE COMPANY			4
Documents and Information Available on Web Site			4
BUSINESS AND PROPERTY			5
MARINE TRANSPORTATION			6
Marine Transportation Industry Fundamentals			7
Inland Tank Barge Industry			7
Coastal Tank Barge Industry			8
Competition in the Tank Barge Industry			9
Products Transported			9
Demand Drivers in the Tank Barge Industry			10
Marine Transportation Operations			11
Contracts and Customers			14
Employees			14
Properties			14
Governmental Regulations			15
Environmental Regulations			16
DIESEL ENGINE SERVICES			18
Marine Operations			18
Marine Customers			19
Marine Competitive Conditions			19
Power Generation Operations			19
Power Generation Customers			20
Power Generation Competitive Conditions			20
Land-Based Operations			20
Land-Based Customers			21
Land-Based Competitive Conditions			21
Employees			21
Properties			21
Executive Officers of the Registrant			22
	Item 1A. Risk Factors		24
	Item 1B. Unresolved Staff Comments		29
	Item 2. Properties		29
	Item 3. Legal Proceedings		29
	Item 4. Mine Safety Disclosures		31
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		31
	Item 6. Selected Financial Data		32
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk		55
	Item 8. Financial Statements and Supplementary Data		57
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		57
	Item 9A. Controls and Procedures		57
PART III
	Items 10 Through 14		58
PART IV
	Item 15. Exhibits and Financial Statement Schedules		94

		2014				2013				2012
Revenues from unaffiliated customers:
Marine transportation		$	1,770,684			$	1,713,167			$	1,408,893
Diesel engine services			795,634				529,028				703,765
Consolidated revenues		$	2,566,318			$	2,242,195			$	2,112,658
Operating profits:
Marine transportation		$	429,864			$	408,255			$	311,755
Diesel engine services			60,063				42,767				66,386
General corporate expenses			(14,896	)			(15,728	)			(13,294	)
Gain (loss) on disposition of assets			781				888				(14	)
			475,812				436,182				364,833
Equity in earnings of affiliates			384				348				276
Other income (expense)			(345	)			20				(198	)
Interest expense			(21,461	)			(27,872	)			(24,385	)
Earnings before taxes on income		$	454,390			$	408,678			$	340,526
Identifiable assets:
Marine transportation		$	3,317,696			$	3,046,692			$	2,951,723
Diesel engine services			736,129				576,472				647,986
			4,053,825				3,623,164				3,599,709
Investment in affiliates			2,539				2,156				1,808
General corporate assets			85,545				57,197				51,611
Consolidated assets		$	4,141,909			$	3,682,517			$	3,653,128

Class of equipment		Number in class				Average age (in years)				Barrel capacities
Inland tank barges (owned and leased):
Regular double hull:
20,000 barrels and under			370				14.8				4,234,000
Over 20,000 barrels			446				12.3				12,517,000
Specialty double hull			68				37.5				1,011,000
Total inland tank barges			884				15.3				17,762,000
Inland towboats (owned and chartered):
800 to 1300 horsepower			88				36.7
1400 to 1900 horsepower			82				33.0
2000 to 2400 horsepower			47				16.6
2500 to 3200 horsepower			16				41.4
3300 to 4800 horsepower			11				35.5
Greater than 5000 horsepower			2				42.0
Spot charters (chartered trip to trip)			1			─
Total inland towboats			247				32.1
Coastal tank barges (owned and leased):
Double hull:
30,000 barrels and under			7				21.7				160,000
50,000 to 70,000 barrels			13				14.0				650,000
80,000 to 90,000 barrels			27				14.5				2,231,000
100,000 to 110,000 barrels			6				8.5				630,000
120,000 to 150,000 barrels			10				19.7				1,282,000
Over 150,000 barrels			6				24.2				1,023,000
Total coastal tank barges			69				16.2				5,976,000
Coastal tugboats (owned and chartered):
1000 to 1900 horsepower			8				29.3
2000 to 2900 horsepower			6				39.7
3000 to 3900 horsepower			15				35.6
4000 to 4900 horsepower			24				26.0
5000 to 6900 horsepower			12				34.9
Greater than 7000 horsepower			9				20.2
Total coastal tugboats			74				30.1
										Deadweight Tonnage
Offshore dry-bulk cargo barges (owned)			6				22.9				113,000
Offshore tugboats and docking tugboat (owned and chartered)			8				26.9

		2014								2013								2012
		Amounts				%				Amounts				%				Amounts				%
Manufacturing		$	261,553				33	%		$	110,053				21	%		$	206,183				29	%
Overhauls and service			366,477				46				283,209				53				358,626				51
Direct parts sales			167,604				21				135,766				26				138,956				20
		$	795,634				100	%		$	529,028				100	%		$	703,765				100	%

Name		Age		Positions and Offices
Joseph H. Pyne		67		Chairman of the Board
David W. Grzebinski		53		President and Chief Executive Officer
C. Andrew Smith		44		Executive Vice President and Chief Financial Officer
Joseph H. Reniers		40		Senior Vice President– Diesel Engine Services and Marine Facility Operations
William G. Ivey		71		President – Marine Transportation Group
James F. Farley		63		President – Kirby Offshore Marine
Michael W. Coulter		56		President – United
Dorman L. Strahan		58		President – Kirby Engine Systems
Ronald A. Dragg		51		Vice President, Controller and Assistant Secretary
Amy D. Husted		46		Vice President – Legal
David R. Mosley		50		Vice President and Chief Information Officer
Mark K. Forbes		57		Vice President – Human Resources
Renato A. Castro		43		Treasurer

		Sales Price
		High				Low
2015
First Quarter (through February 20, 2015)		$	82.91			$	70.89
2014
First Quarter			106.93				92.86
Second Quarter			117.18				96.00
Third Quarter			124.12				114.11
Fourth Quarter			117.78				78.84
2013
First Quarter			78.04				61.41
Second Quarter			82.84				71.44
Third Quarter			89.19				79.15
Fourth Quarter			99.41				82.16

Period		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans				Maximum Amount that May Yet Be Purchased Under the Plan
October 1 – October 31, 2014			—				—				—				—
November 1 – November 30, 2014			—				—				—				—
December 1 – December 31, 2014			187,000			$	81.75				—			$	84,679,000
Total			187,000			$	81.75				—

		December 31,
		2014				2013				2012				2011				2010
Revenues:
Marine transportation		$	1,770,684			$	1,713,167			$	1,408,893			$	1,194,607			$	915,046
Diesel engine services			795,634				529,028				703,765				655,810				194,511
		$	2,566,318			$	2,242,195			$	2,112,658			$	1,850,417			$	1,109,557
Net earnings attributable to Kirby		$	282,006			$	253,061			$	209,438			$	183,026			$	116,249
Net earnings per share attributable to Kirby common stockholders:
Basic		$	4.95			$	4.46			$	3.75			$	3.35			$	2.16
Diluted		$	4.93			$	4.44			$	3.73			$	3.33			$	2.15
Common stock outstanding:
Basic			56,674				56,354				55,466				54,191				53,331
Diluted			56,867				56,552				55,674				54,413				53,466

		December 31,
		2014				2013				2012				2011				2010
Property and equipment, net		$	2,589,498			$	2,370,803			$	2,315,165			$	1,822,173			$	1,118,161
Total assets		$	4,141,909			$	3,682,517			$	3,653,128			$	2,960,411			$	1,794,937
Long-term debt, including current portion		$	716,700			$	749,150			$	1,135,110			$	802,005			$	200,134
Total equity		$	2,264,913			$	2,022,153			$	1,707,054			$	1,454,158			$	1,159,139

		2014				2013				% Change 2013 to 2014				2012				% Change 2012 to 2013
Marine transportation revenues		$	1,770,684			$	1,713,167				3	%		$	1,408,893				22	%
Costs and expenses:
Costs of sales and operating expenses			1,053,390				1,029,040				2				848,540				21
Selling, general and administrative			119,087				112,272				6				105,934				6
Taxes, other than on income			14,324				14,026				2				12,807				10
Depreciation and amortization			154,019				149,574				3				129,857				15
			1,340,820				1,304,912				3				1,097,138				19
Operating income		$	429,864			$	408,255				5	%		$	311,755				31	%
Operating margins			24.3	%			23.8	%							22.1	%

Markets Serviced		2014 Revenue Distribution		Products Moved		Drivers
Petrochemicals		47%		Benzene, Styrene, Methanol, Acrylonitrile, Xylene, Caustic Soda, Butadiene, Propylene		Consumer non-durables —70% Consumer durables — 30%
Black Oil		25%		Residual Fuel Oil, Coker Feedstock, Vacuum Gas Oil, Asphalt, Carbon Black Feedstock, Crude Oil, Ship Bunkers		Fuel for Power Plants and Ships, Feedstock for Refineries, Road Construction
Refined Petroleum Products		25%		Gasoline, No. 2 Oil, Jet Fuel, Heating Oil, Naphtha, Diesel Fuel, Ethanol		Vehicle Usage, Air Travel, Weather Conditions, Refinery Utilization
Agricultural Chemicals		3%		Anhydrous Ammonia, Nitrogen-Based Liquid Fertilizer, Industrial Ammonia		Corn, Cotton and Wheat Production, Chemical Feedstock Usage

		2014				2013				% Change 2013 to 2014				2012				% Change 2012 to 2013
Diesel engine services revenues		$	795,634			$	529,028				50	%		$	703,765				(25	)%
Costs and expenses:
Costs of sales and operating expenses			641,492				419,765				53				561,122				(25	)
Selling, general and administrative			80,309				53,595				50				62,560				(14	)
Taxes, other than on income			2,307				1,805				28				1,667				8
Depreciation and amortization			11,463				11,096				3				12,030				(8	)
			735,571				486,261				51				637,379				(24	)
Operating income		$	60,063			$	42,767				40	%		$	66,386				(36	)%
Operating margins			7.5	%			8.1	%							9.4	%

Markets Serviced		2014 Revenue Distribution		Customers
Land-Based		72%		Land-Based Oilfield Services, Oil and Gas Operators and Producers, Compression, On-and Off-Highway Transportation
Marine		19%		Inland River Carriers — Dry and Liquid, Offshore Towing — Dry and Liquid, Offshore Oilfield Services — Drilling Rigs & Supply Boats, Harbor Towing, Dredging, Great Lakes Ore Carriers
Power Generation		9%		Standby Power Generation, Pumping Stations

		2014				2013				% Change 2013 to 2014				2012				% Change 2012 to 2013
Equity in earnings of affiliates		$	384			$	348				10	%		$	276				26	%
Other income (expense)			(345	)			20				—	%			(198	)			—	%
Noncontrolling interests			(2,602	)			(3,238	)			(20	)%			(3,181	)			2	%
Interest expense			(21,461	)			(27,872	)			(23	)%			(24,385	)			14	%

		2014				2013				% Change 2013 to 2014				2012				% Change 2012 to 2013
Assets:
Current assets		$	803,154			$	544,006				48	%		$	596,256				(9	)%
Property and equipment, net			2,589,498				2,370,803				9				2,315,165				2
Investment in affiliates			2,539				2,156				18				1,808				19
Goodwill			591,405				591,405				—				596,030				(1	)
Other assets			155,313				174,147				(11	)			143,869				21
		$	4,141,909			$	3,682,517				12	%		$	3,653,128				1	%
Liabilities and stockholders’ equity:
Current liabilities		$	594,027			$	345,989				72	%		$	355,020				(3	)%
Long-term debt-less current portion			600,000				749,150				(20	)			1,070,110				(30	)
Deferred income taxes			595,769				544,110				9				426,096				28
Other long-term liabilities			87,200				21,115				313				94,848				(78	)
Total equity			2,264,913				2,022,153				12				1,707,054				18
		$	4,141,909			$	3,682,517				12	%		$	3,653,128				1	%

Liability Derivatives		Balance Sheet Location		2014				2013
Derivatives designated as hedging instruments under ASC 815:
Foreign currency contracts		Other accrued liabilities		$	—			$	59
Foreign currency contracts		Other long-term liabilities			—				—
Interest rate contracts		Other accrued liabilities			—				—
Total derivatives designated as hedging instruments under ASC 815				$	—			$	59
Total liability derivatives				$	—			$	59

Derivatives in ASC 815 Cash		Location of Gain (Loss) Reclassified from Accumulated OCI into Income		Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
Flow Hedging Relationships:		(Effective Portion)		2014				2013				2012
Interest rate contracts		Interest expense		$	—			$	1,486			$	7,716
Foreign exchange contracts		Cost of sales and operating expenses			145				(23	)			346
Total				$	145			$	1,463			$	8,062

Derivatives in ASC 815 Cash		Location of Gain (Loss) Reclassified from Accumulated OCI into Income		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Flow Hedging Relationships:		(Effective Portion)		2014				2013				2012
Interest rate contracts		Interest expense		$	—			$	(1,389	)		$	(8,321	)
Foreign exchange contracts		Cost of sales and operating expenses			121				—				19
Total				$	121			$	(1,389	)		$	(8,302	)

		Payments Due By Period
		Total				Less Than 1 Year				2-3 Years				4-5 Years				After 5 Years
Long-term debt		$	716,700			$	116,700			$	100,000			$	—			$	500,000
Non-cancelable operating leases — barges			42,675				13,930				16,345				10,161				2,239
Non-cancelable operating leases — towing vessels			147,105				89,491				53,402				4,212				—
Non-cancelable operating leases — land, buildings and equipment			43,813				7,716				12,112				8,627				15,358
Barge and towing vessel construction contracts			262,209				157,811				104,398				—				—
		$	1,212,502			$	385,648			$	286,257			$	23,000			$	517,597

Liability Derivatives		Balance Sheet Location		2014				2013
Derivatives designated as hedging instruments under ASC 815:
Foreign currency contracts		Other accrued liabilities		$	—			$	59
Foreign currency contracts		Other long-term liabilities			—				—
Interest rate contracts		Other accrued liabilities			—				—
Total derivatives designated as hedging instruments under ASC 815				$	—			$	59
Total liability derivatives				$	—			$	59

Derivatives in ASC 815 Cash		Location of Gain (Loss)  Reclassified  from Accumulated OCI into  Income		Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
Flow Hedging Relationships:		(Effective Portion)		2014				2013				2012
Interest rate contracts		Interest expense		$	—			$	1,486			$	7,716
Foreign exchange contracts		Cost of sales and operating expenses			145				(23	)			346
Total				$	145			$	1,463			$	8,062

Derivatives in ASC 815 Cash		Location of Gain (Loss)  Reclassified  from Accumulated OCI into  Income		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Flow Hedging Relationships:		(Effective Portion)		2014				2013				2012
Interest rate contracts		Interest expense		$	—			$	(1,389	)		$	(8,321	)
Foreign exchange contracts		Cost of sales and operating expenses			121				—				19
Total				$	121			$	(1,389	)		$	(8,302	)

KPMG LLP

KPMG LLP

		2014				2013
		($ in thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	24,299			$	4,022
Accounts receivable:
Trade — less allowance for doubtful accounts of $8,887 ($5,055 in 2013)			417,325				311,549
Other			115,598				43,053
Inventories — net, at lower of average cost or market			192,354				135,887
Prepaid expenses and other current assets			43,016				40,037
Deferred income taxes			10,562				9,458
Total current assets			803,154				544,006
Property and equipment:
Marine transportation equipment			3,495,705				3,170,433
Land, buildings and equipment			221,693				205,460
			3,717,398				3,375,893
Accumulated depreciation			1,127,900				1,005,090
Property and equipment — net			2,589,498				2,370,803
Investment in affiliates			2,539				2,156
Goodwill			591,405				591,405
Other assets			155,313				174,147
Total assets		$	4,141,909			$	3,682,517
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		$	116,700			$	—
Income taxes payable			3,470				2,915
Accounts payable			222,020				177,375
Accrued liabilities:
Interest			5,610				5,494
Insurance premiums and claims			121,989				49,162
Employee compensation			42,056				42,613
Taxes — other than on income			13,694				12,160
Other			17,684				19,572
Deferred revenues			50,804				36,698
Total current liabilities			594,027				345,989
Long-term debt — less current portion			600,000				749,150
Deferred income taxes			595,769				544,110
Other long-term liabilities			87,200				21,115
Total long-term liabilities			1,282,969				1,314,375
Contingencies and commitments			—				—
Equity:
Kirby stockholders’ equity:
Common stock, $.10 par value per share. Authorized 120,000,000 shares, issued 59,776,000 in 2014 and 2013			5,978				5,978
Additional paid-in capital			428,475				410,615
Accumulated other comprehensive income — net			(61,037	)			(16,793	)
Retained earnings			1,974,146				1,692,140
Treasury stock — at cost, 2,906,000 shares in 2014 and 2,930,000 in 2013			(93,526	)			(81,254	)
Total Kirby stockholders’ equity			2,254,036				2,010,686
Noncontrolling interests			10,877				11,467
Total equity			2,264,913				2,022,153
Total liabilities and equity		$	4,141,909			$	3,682,517

		2014				2013				2012
		($ in thousands, except per share amounts)
Revenues:
Marine transportation		$	1,770,684			$	1,713,167			$	1,408,893
Diesel engine services			795,634				529,028				703,765
Total revenues			2,566,318				2,242,195				2,112,658
Costs and expenses:
Costs of sales and operating expenses			1,694,882				1,448,805				1,409,662
Selling, general and administrative			210,416				177,766				178,483
Taxes, other than on income			16,677				15,893				14,519
Depreciation and amortization			169,312				164,437				145,147
Loss (gain) on disposition of assets			(781	)			(888	)			14
Total costs and expenses			2,090,506				1,806,013				1,747,825
Operating income			475,812				436,182				364,833
Equity in earnings of affiliates			384				348				276
Other income (expense)			(345	)			20				(198	)
Interest expense			(21,461	)			(27,872	)			(24,385	)
Earnings before taxes on income			454,390				408,678				340,526
Provision for taxes on income			(169,782	)			(152,379	)			(127,907	)
Net earnings			284,608				256,299				212,619
Less: Net earnings attributable to noncontrolling interests			(2,602	)			(3,238	)			(3,181	)
Net earnings attributable to Kirby		$	282,006			$	253,061			$	209,438
Net earnings per share attributable to Kirby common stockholders:
Basic		$	4.95			$	4.46			$	3.75
Diluted		$	4.93			$	4.44			$	3.73

		2014				2013				2012
		($ in thousands)
Net earnings		$	284,608			$	256,299			$	212,619
Other comprehensive income (loss), net of taxes:
Pension and postretirement benefits			(44,294	)			43,274				(10,270	)
Foreign currency translation adjustments			(35	)			108				102
Change in fair value of derivative instruments			85				952				5,217
Total other comprehensive income (loss), net of taxes			(44,244	)			44,334				(4,951	)
Total comprehensive income, net of taxes			240,364				300,633				207,668
Net earnings attributable to noncontrolling interests			(2,602	)			(3,238	)			(3,181	)
Comprehensive income attributable to Kirby		$	237,762			$	297,395			$	204,487

		2014				2013				2012
		($ in thousands)
Cash flows from operating activities:
Net earnings		$	284,608			$	256,299			$	212,619
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization			169,312				164,437				145,147
Provision (credit) for doubtful accounts			3,577				1,260				(42	)
Provision for deferred income taxes			77,976				103,056				77,005
Loss (gain) on disposition of assets			(781	)			(888	)			14
Equity in earnings of affiliates, net of distributions and contributions			(384	)			(348	)			1,874
Amortization of unearned share-based compensation			11,591				11,621				9,796
Amortization of scheduled major maintenance costs			16,409				9,029				3,924
Increase (decrease) in cash flows resulting from changes in:
Accounts receivable			(176,544	)			2,235				(8,744	)
Inventory			(56,468	)			43,275				(46,372	)
Other assets			(11,783	)			(47,526	)			(5,180	)
Income taxes payable			(4,544	)			313				(4,347	)
Accounts payable			44,645				23,088				(10,484	)
Accrued and other liabilities			81,295				35,181				(49,480	)
Net cash provided by operating activities			438,909				601,032				325,730
Cash flows from investing activities:
Capital expenditures			(355,144	)			(253,227	)			(312,167	)
Acquisitions of businesses and marine equipment, net of cash acquired			(31,800	)			(3,643	)			(380,925	)
Proceeds from disposition of assets			10,393				33,982				19,651
Net cash used in investing activities			(376,551	)			(222,888	)			(673,441	)
Cash flows from financing activities:
Borrowings (payments) on bank credit facilities, net			75,550				(150,960	)			97,110
Borrowings on long-term debt			—				225,000				275,000
Payments on long-term debt			(108,000	)			(460,000	)			(39,005	)
Return of investment to noncontrolling interests			(3,192	)			(3,857	)			(2,728	)
Proceeds from exercise of stock options			7,519				6,635				8,932
Purchase of treasury stock			(15,321	)			—				—
Payment of contingent liability			(4,756	)			(5,000	)			—
Excess tax benefit from equity compensation plans			6,119				3,001				3,212
Net cash provided by (used in) financing activities			(42,081	)			(385,181	)			342,521
Increase (decrease) in cash and cash equivalents			20,277				(7,037	)			(5,190	)
Cash and cash equivalents, beginning of year			4,022				11,059				16,249
Cash and cash equivalents, end of year		$	24,299			$	4,022			$	11,059
Supplemental disclosures of cash flow information:
Cash paid during the year:
Interest		$	19,622			$	21,393			$	21,364
Income taxes		$	90,460			$	46,136			$	52,105
Noncash investing activity:
Stock issued in acquisitions		$	—			$	—			$	29,080
Cash acquired in acquisitions		$	—			$	—			$	2,301

		2014				2013				2012
		($ in thousands)
Common stock:
Balance at beginning of year		$	5,978			$	5,978			$	5,928
Issuance of shares in acquisition			—				—				50
Balance at end of year		$	5,978			$	5,978			$	5,978
Additional paid-in capital:
Balance at beginning of year		$	410,615			$	397,785			$	357,294
Issuance of shares in acquisition			—				—				29,030
Excess of proceeds received upon exercise of stock options and issuance of restricted stock over cost of treasury stock issued			8,345				8,276				6,716
Tax benefit realized from equity compensation plans			6,119				3,001				3,212
Issuance of restricted stock, net of forfeitures			(8,195	)			(10,068	)			(8,263	)
Amortization of unearned compensation			11,591				11,621				9,796
Balance at end of year		$	428,475			$	410,615			$	397,785
Accumulated other comprehensive income:
Balance at beginning of year		$	(16,793	)		$	(61,127	)		$	(56,176	)
Other comprehensive income (loss), net of taxes			(44,244	)			44,334				(4,951	)
Balance at end of year		$	(61,037	)		$	(16,793	)		$	(61,127	)
Retained earnings:
Balance at beginning of year		$	1,692,140			$	1,439,079			$	1,229,641
Net earnings attributable to Kirby for the year			282,006				253,061				209,438
Balance at end of year		$	1,974,146			$	1,692,140			$	1,439,079
Treasury stock:
Balance at beginning of year		$	(81,254	)		$	(86,747	)		$	(94,162	)
Purchase of treasury stock (187,000 in 2014)			(15,321	)			—				—
Cost of treasury stock issued upon exercise of stock options and issuance of restricted stock (211,000 in 2014, 261,000 in 2013 and 341,000 in 2012)			3,049				5,493				7,415
Balance at end of year		$	(93,526	)		$	(81,254	)		$	(86,747	)
Noncontrolling interests:
Balance at beginning of year		$	11,467			$	12,086			$	11,633
Net earnings attributable to noncontrolling interests			2,602				3,238				3,181
Return of investment to noncontrolling interests			(3,192	)			(3,857	)			(2,728	)
Balance at the end of year		$	10,877			$	11,467			$	12,086

		December 31, 2014				December 31, 2013
Finished goods		$	179,760			$	120,751
Work in process			12,594				15,136
		$	192,354			$	135,887

		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
December 31, 2013:
Assets:
Derivatives		$	—			$	—			$	—			$	—
Liabilities:
Derivatives		$	—			$	59			$	—			$	59
Contingent liabilities			—				—				4,903				4,903
		$	—			$	59			$	4,903			$	4,962

Liability Derivatives		Balance Sheet Location		2014				2013
Derivatives designated as hedging instruments under ASC 815:
Foreign currency contracts		Other accrued liabilities		$	—			$	59
Foreign currency contracts		Other long-term liabilities			—				—
Interest rate contracts		Other accrued liabilities			—				—
Total derivatives designated as hedging instruments under ASC 815				$	—			$	59
Total liability derivatives				$	—			$	59

		Location of Gain (Loss) Reclassified from Accumulated OCI into		Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
Derivatives in ASC 815 Cash		Income
Flow Hedging Relationships:		(Effective Portion)		2014				2013				2012
Interest rate contracts		Interest expense		$	—			$	1,486			$	7,716
Foreign exchange contracts		Cost of sales and operating expenses			145				(23	)			346
Total				$	145			$	1,463			$	8,062

Derivatives in ASC 815 Cash		Location of Gain (Loss) Reclassified from Accumulated OCI into Income		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Flow Hedging Relationships:		(Effective Portion)		2014				2013				2012
Interest rate contracts		Interest expense		$	—			$	(1,389	)		$	(8,321	)
Foreign exchange contracts		Cost of sales and operating expenses			121				—				19
Total				$	121			$	(1,389	)		$	(8,302	)

		2014				2013
Long-term debt, including current portion:
$150,000,000 senior notes Series A due February 27, 2020		$	150,000			$	150,000
$350,000,000 senior notes Series B due February 27, 2023			350,000				350,000
$540,000,000 term loan due July 1, 2016			100,000				208,000
$325,000,000 revolving credit facility due November 9, 2015			116,700				41,150
$10,000,000 credit line due June 29, 2015			—				—
		$	716,700			$	749,150

2015		$	116,700
2016			100,000
2017			—
2018			—
2019			—
Thereafter			500,000
		$	716,700

		2014				2013				2012
Earnings before taxes on income — United States		$	454,390			$	408,678			$	340,526
Provision for taxes on income:
Federal:
Current		$	81,953			$	41,008			$	41,297
Deferred			72,920				97,586				71,767
State and local			14,909				13,785				14,843
		$	169,782			$	152,379			$	127,907

		2014				2013				2012
United States income tax statutory rate			35.0	%			35.0	%			35.0	%
State and local taxes, net of federal benefit			2.2				2.2				2.8
Other – net			.2				.1				(.2	)
			37.4	%			37.3	%			37.6	%

		2014				2013
Current deferred tax assets:
Compensated absences		$	854			$	782
Allowance for doubtful accounts			3,111				1,927
Insurance accruals			2,858				2,572
Other			3,739				4,177
		$	10,562			$	9,458
Non-current deferred tax assets and liabilities:
Deferred tax assets:
Postretirement health care benefits		$	2,795			$	3,015
Insurance accruals			3,325				2,781
Deferred compensation			10,157				9,526
Unrealized loss on derivative financial instruments			—				51
Unrealized loss on defined benefit plans			34,501				9,379
Operating loss carryforwards			515				5,699
Other			20,687				17,925
			71,980				48,376
Deferred tax liabilities:
Property			(547,388	)			(487,187	)
Deferred state taxes			(49,503	)			(46,798	)
Pension benefits			(11,198	)			(13,063	)
Goodwill and other intangibles			(37,936	)			(26,120	)
Other			(21,724	)			(19,318	)
			(667,749	)			(592,486	)
		$	(595,769	)		$	(544,110	)

		2014				2013				2012
Balance at beginning of year		$	949			$	1,045			$	1,532
Additions based on tax positions related to the current year			470				239				165
Additions for tax positions of prior years			39				114				53
Reductions for tax positions of prior years			(287	)			(413	)			(502	)
Settlements			—				(36	)			(203	)
Balance at end of year		$	1,171			$	949			$	1,045

		2014				2013				2012
Rental expense:
Marine equipment — barges		$	19,780			$	20,841			$	23,835
Marine equipment — towing vessels			136,331				124,877				97,428
Other buildings and equipment			9,146				10,298				9,952
Rental expense		$	165,257			$	156,016			$	131,215

		Land, Buildings				Marine Equipment
		And Equipment				Barges				Towing Vessels				Total
2015		$	7,716			$	13,930			$	89,491			$	111,137
2016			6,351				8,872				35,656				50,879
2017			5,761				7,473				17,746				30,980
2018			5,104				6,594				4,212				15,910
2019			3,523				3,567				—				7,090
Thereafter			15,358				2,239				—				17,597
		$	43,813			$	42,675			$	147,105			$	233,593

		2014				2013				2012
Compensation cost		$	11,591			$	11,621			$	9,796
Income tax benefit		$	4,358			$	4,370			$	3,644

		Outstanding Non- Qualified or Nonincentive Stock Awards				Weighted Average Exercise Price
Outstanding at December 31, 2011			445,674			$	36.81
Granted			99,906			$	65.80
Exercised			(191,955	)		$	35.65
Canceled or expired			(2,452	)		$	58.28
Outstanding at December 31, 2012			351,173			$	45.54
Granted			111,527			$	70.94
Exercised			(83,096	)		$	34.51
Canceled or expired			—			$	—
Outstanding at December 31, 2013			379,604			$	55.42
Granted			75,204			$	98.91
Exercised			(119,276	)		$	42.07
Canceled or expired			(12,576	)		$	68.89
Outstanding at December 31, 2014			322,956			$	69.95

		Options Outstanding																Options Exercisable
Range of Exercise Prices		Number Outstanding				Weighted Average Remaining Contractual Life in Years				Weighted Average Exercise Price				Aggregated Intrinsic Value				Number Exercisable				Weighted Average Exercise Price				Aggregated Intrinsic Value
$31.35 – $36.35			16,910				2.1			$	32.82								16,910			$	32.82
$46.74			56,629				3.1			$	46.74								56,629			$	46.74
$65.28 – $70.65			172,246				4.6			$	68.39								82,946			$	67.56
$86.96 – $96.85			37,730				6.1			$	93.89								655			$	86.96
$101.46 – $114.11			39,441				6.2			$	103.12							─				$	─
$31.35 – $114.11			322,956				4.6			$	69.95			$	4,863,000				157,140			$	56.40			$	3,829,000

		Unvested Restricted Stock Award Shares				Weighted Average Grant Date Fair Value Per Share
Nonvested balance at December 31, 2011			475,632			$	36.43
Granted			121,953			$	67.79
Vested			(168,166	)		$	35.43
Forfeited			(11,291	)		$	58.64
Nonvested balance at December 31, 2012			418,128			$	45.39
Granted			139,971			$	69.85
Vested			(149,162	)		$	44.30
Forfeited			(9,659	)		$	61.20
Nonvested balance at December 31, 2013			399,278			$	54.92
Granted			97,706			$	97.46
Vested			(141,870	)		$	45.64
Forfeited			(33,661	)		$	63.56
Nonvested balance at December 31, 2014			321,453			$	71.04

		Outstanding Non- Qualified or Nonincentive Stock Awards				Weighted Average Exercise Price
Outstanding at December 31, 2011			353,625			$	39.05
Granted			66,306			$	62.39
Exercised			(73,993	)		$	28.22
Outstanding at December 31, 2012			345,938			$	45.84
Granted			54,958			$	75.17
Exercised			(80,574	)		$	46.75
Outstanding at December 31, 2013			320,322			$	50.64
Granted			42,000			$	99.52
Exercised			(63,988	)		$	39.08
Outstanding at December 31, 2014			298,334			$	60.01

		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
$20.28 – $29.60			30,000				1.9			$	25.87								30,000			$	25.87
$35.17 – $36.82			32,048				1.3			$	36.09								32,048			$	36.09
$41.24 – $56.45			91,022				4.2			$	51.87								91,022			$	51.87
$61.89 – $62.48			54,306				5.8			$	62.37								54,306			$	62.37
$75.17 – $99.52			90,958				7.2			$	86.41								90,958			$	86.41
$20.28 – $99.52			298,334				4.9			$	60.01			$	6,975,000				298,334			$	60.01			$	6,975,000

		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			(11,783	)		$	62.26
Nonvested balance at December 31, 2012			348			$	62.99
Granted			10,536			$	75.65
Vested			(10,500	)		$	75.23
Nonvested balance at December 31, 2013			384			$	75.65
Granted			8,160			$	99.52
Vested			(8,252	)		$	98.41
Nonvested balance at December 31, 2014			292			$	99.52

		2014				2013				2012
Dividend yield		None				None				None
Average risk-free interest rate			2.0	%			1.1	%			1.1	%
Stock price volatility			33	%			34	%			33	%
Estimated option term		Six years or seven years				Six years or seven years				Six years or seven years

Asset Category		2014				2013				Current Minimum, Target and Maximum Allocation Policy
U.S. equity securities			52	%			51	%			30% — 50%— 70	%
International equity securities			18	%			21	%			0% — 20%— 30	%
Debt securities			30	%			28	%			15% — 30%— 55	%
Cash and cash equivalents			—	%			—	%			0% — 0%— 5	%
			100	%			100	%

																		Other Postretirement Benefits
		Pension Benefits																Postretirement
		Pension Plan								SERP								Welfare Plan
		2014				2013				2014				2013				2014				2013
Change in benefit obligation
Benefit obligation at beginning of year		$	249,960			$	266,911			$	1,529			$	1,746			$	2,307			$	2,854
Service cost			10,645				12,824				—				—				—				—
Interest cost			12,839				11,400				73				70				110				112
Actuarial loss (gain)			66,640				(35,767	)			180				(138	)			(1,065	)			(600	)
Gross benefits paid			(25,009	)			(5,408	)			(145	)			(149	)			(88	)			(59	)
Benefit obligation at end of year		$	315,075			$	249,960			$	1,637			$	1,529			$	1,264			$	2,307
Accumulated benefit obligation at end of year		$	241,592			$	200,577			$	1,637			$	1,529			$	—			$	—

Weighted-average assumption used to determine benefit obligation at end of year
Discount rate			4.1	%			5.0	%			4.1	%			5.0	%			4.1	%			5.0	%
Rate of compensation increase			4.25	%			4.25	%			—				—				—				—
Health care cost trend rate
Initial rate			—				—				—				—				7.0	%			7.0	%
Ultimate rate			—				—				—				—				5.0	%			5.0	%
Years to ultimate			—				—				—				—				2019				2018

Effect of one-percentage-point change in assumed health care cost trend rate on postretirement obligation
Increase		$	—			$	—			$	—			$	—			$	167			$	202
Decrease			—				—				—				—				(141	)			(178	)

Change in plan assets
Fair value of plan assets at beginning of year		$	254,523			$	217,811			$	—			$	—			$	—			$	—
Actual return on plan assets			12,761				42,120				—				—				—				—
Employer contribution			—				—				145				149				88				59
Gross benefits paid			(25,009	)			(5,408	)			(145	)			(149	)			(88	)			(59	)
Fair value of plan assets at end of year		$	242,275			$	254,523			$	—			$	—			$	—			$	—

																		Other Postretirement Benefits
		Pension Benefits																Postretirement
		Pension Plan								SERP								Welfare Plan
		2014				2013				2014				2013				2014				2013
Funded status at end of year
Fair value of plan assets		$	242,275			$	254,523			$	—			$	—			$	—			$	—
Benefit obligations			315,075				249,960				1,637				1,529				1,264				2,307
Funded status and amount recognized at end of year recognized at end of year		$	(72,800	)		$	4,563			$	(1,637	)		$	(1,529	)		$	(1,264	)		$	(2,307	)

Amounts recognized in the consolidated balance sheets
Noncurrent asset		$	—			$	4,563			$	—			$	—			$	—			$	—
Current liability			—				—				(141	)			(140	)			(83	)			(197	)
Long-term liability			(72,800	)			—				(1,496	)			(1,389	)			(1,181	)			(2,110	)

Amounts recognized in accumulated other comprehensive income
Net actuarial loss (gain)		$	104,795			$	32,760			$	566			$	402			$	(6,787	)		$	(6,364	)
Prior service cost (credit)			—				—				—				—				—				—
Accumulated other compensation income		$	104,795			$	32,760			$	566			$	402			$	(6,787	)		$	(6,364	)

		Pension Benefits
		Pension Plan								SERP
		2014				2013				2014				2013
Projected benefit obligation in excess of plan assets
Projected benefit obligation at end of year		$	315,075			$	—			$	1,637			$	1,529
Fair value of plan assets at end of year			242,275				—				—				—

	Pension Benefits
	Pension Plan								SERP
	2014				2013				2014				2013
Accumulated benefit obligation in excess of plan assets
Projected benefit obligation at end of year		$	—			$	—			$	1,637			$	1,529
Accumulated benefit obligation at end of year			—				—				1,637				1,529
Fair value of plan assets at end of year			—				—				—				—

																		Other Postretirement Benefits
		Pension Benefits																Postretirement
		Pension Plan								SERP								Welfare Plan
		2014				2013				2014				2013				2014				2013
Expected employer contributions
First year		$	8,400			$	—			$	143			$	144			$	84			$	202

																		Other Postretirement Benefits
		Pension Benefits																Postretirement
		Pension Plan								SERP								Welfare Plan
		2014				2013				2014				2013				2014				2013
Expected benefit payments (gross)
Year one		$	7,100			$	6,538			$	143			$	144			$	96			$	215
Year two			7,672				6,996				151				142				98				218
Year three			8,333				7,598				155				149				103				219
Year four			9,080				8,321				153				154				95				229
Year five			9,868				9,140				150				151				94				226
Next five years			62,666				59,242				621				663				445				976

																	Other Postretirement Benefits
	Pension Benefits																Postretirement
	Pension Plan								SERP								Welfare Plan
	2014				2013				2014				2013				2014				2013
Expected federal subsidy
Year one		$	—			$	—			$	—			$	—			$	(11	)		$	(13	)
Year two			—				—				—				—				(11	)			(13	)
Year three			—				—				—				—				(11	)			(13	)
Year four			—				—				—				—				(12	)			(12	)
Year five			—				—				—				—				(12	)			(12	)
Next five years			—				—				—				—				(55	)			(55	)

		Pension Benefits
		Pension Plan												SERP
		2014				2013				2012				2014				2013				2012
Components of net periodic benefit cost
Service cost		$	10,645			$	12,824			$	10,206			$	—			$	—			$	—
Interest cost			12,839				11,400				10,506				73				70				73
Expected return on plan assets			(18,858	)			(16,127	)			(12,872	)			—				—				—
Amortization:
Actuarial loss			701				8,276				7,395				16				19				14
Prior service credit			—				—				—				—				—				—
Net periodic benefit cost			5,327				16,373				15,235				89				89				87
Other changes in plan assets and benefit obligations recognized in other comprehensive income
Current year actuarial loss (gain)			72,737				(61,759	)			23,557				180				(138	)			131
Recognition of actuarial loss			(701	)			(8,276	)			(7,395	)			(16	)			(19	)			(14	)
Recognition of prior service credit			—				—				—				—				—				—
Total recognized in other comprehensive income			72,036				(70,035	)			16,162				164				(157	)			117
Total recognized in net periodic benefit cost and other comprehensive income		$	77,363			$	(53,662	)		$	31,397			$	253			$	(68	)		$	204

Weighted average assumptions used to determine net periodic benefit cost
Discount rate			5.0	%			4.1	%			4.6	%			5.0	%			4.1	%			4.6	%
Expected long-term rate of return on plan assets			7.5	%			7.5	%			7.5	%			—				—				—
Rate of compensation increase			4.25	%			4.25	%			4.25	%			—				—				—

		Pension Benefits
		Pension Plan				SERP
Actuarial loss		$	7,845			$	28
Prior service credit			—				—
		$	7,845			$	28

		Other Postretirement Benefits
		Postretirement Welfare Plan
		2014				2013				2012
Components of net periodic benefit cost
Service cost		$	—			$	—			$	—
Interest cost			110				112				133
Amortization:
Actuarial gain			(649	)			(620	)			(618	)
Prior service cost			—				—				—
Net periodic benefit cost			(539	)			(508	)			(485	)
Other changes in benefit obligations recognized in other comprehensive income
Current year actuarial gain			(1,065	)			(600	)			(235	)
Recognition of actuarial gain			649				620				618
Recognition of prior service cost			—				—				—
Adjustment for actual Medicare Part D reimbursement			(8	)			(5	)			(10	)
Total recognized in other comprehensive income			(424	)			15				373
Total recognized in net periodic benefit cost and other comprehensive income		$	(963	)		$	(493	)		$	(112	)

Weighted average assumptions used to determine net periodic benefit cost
Discount rate			5.0	%			4.1	%			4.6	%
Health care cost trend rate:
Initial rate			7.0	%			7.5	%			7.5	%
Ultimate rate			5.0	%			5.0	%			5.0	%
Years to ultimate			2018				2018				2017

Effect of one-percentage-point change in assumed health care cost trend rate on aggregate service and interest cost
Increase		$	7			$	10			$	13
Decrease			(6	)			(9	)			(11	)

		Other Postretirement Benefits
		Postretirement Welfare Plan
Actuarial gain		$	(690	)
Prior service cost			—
		$	(690	)

		2014												2013												2012
		Gross Amount				Income Tax (Provision) Benefit				Net Amount				Gross Amount				Income Tax (Provision) Benefit				Net Amount				Gross Amount				Income Tax (Provision) Benefit				Net Amount
Pension and postretirement benefits (a):
Amortization of net actuarial loss		$	68			$	(26	)		$	42			$	7,675			$	(2,942	)		$	4,733			$	6,791			$	(2,603	)		$	4,188
Actuarial gains (losses)			(71,843	)			27,507				(44,336	)			62,503				(23,962	)			38,541				(23,443	)			8,985				(14,458	)
Foreign currency translation adjustments			(35	)			—				(35	)			108				—				108				102				—				102
Change in fair value of derivative instruments (b):
Unrealized gains (losses)			24				(9	)			15				2,851				(996	)			1,855				16,364				(5,775	)			10,589
Reclassified to net earnings			121				(51	)			70				(1,389	)			486				(903	)			(8,302	)			2,930				(5,372	)
Total		$	(71,665	)		$	27,421			$	(44,244	)		$	71,748			$	(27,414	)		$	44,334			$	(8,488	)		$	3,537			$	(4,951	)

		2014				2013				2012
Net earnings attributable to Kirby		$	282,006			$	253,061			$	209,438
Undistributed earnings allocated to restricted shares			(1,643	)			(1,819	)			(1,618	)
Income available to Kirby common stockholders — basic			280,363				251,242				207,820
Undistributed earnings allocated to restricted shares			1,643				1,819				1,618
Undistributed earnings reallocated to restricted shares			(1,637	)			(1,813	)			(1,612	)
Income available to Kirby common stockholders — diluted		$	280,369			$	251,248			$	207,826
Shares outstanding:
Weighted average common stock issued and outstanding			57,006				56,762				55,897
Weighted average unvested restricted stock			(332	)			(408	)			(431	)
Weighted average common stock outstanding — basic			56,674				56,354				55,466
Dilutive effect of stock options			193				198				208
Weighted average common stock outstanding — diluted			56,867				56,552				55,674
Net earnings per share attributable to Kirby common stockholders:
Basic		$	4.95			$	4.46			$	3.75
Diluted		$	4.93			$	4.44			$	3.73

		Three Months Ended
		March 31, 2014				June 30, 2014				September 30, 2014				December 31, 2014
Revenues		$	589,246			$	628,054			$	680,721			$	668,297
Costs and expenses			482,443				501,556				552,642				554,646
Gain on disposition of assets			51				527				47				156
Operating income			106,854				127,025				128,126				113,807
Other income (expense)			(236	)			123				27				125
Interest expense			(5,618	)			(5,469	)			(5,225	)			(5,149	)
Earnings before taxes on income			101,000				121,679				122,928				108,783
Provision for taxes on income			(37,989	)			(45,768	)			(45,715	)			(40,310	)
Net earnings			63,011				75,911				77,213				68,473
Less: Net earnings attributable to noncontrolling interests			(765	)			(919	)			(496	)			(422	)
Net earnings attributable to Kirby		$	62,246			$	74,992			$	76,717			$	68,051
Net earnings per share attributable to Kirby common stockholders:
Basic		$	1.09			$	1.32			$	1.34			$	1.19
Diluted		$	1.09			$	1.31			$	1.34			$	1.19

		Three Months Ended
		March 31, 2013				June 30, 2013				September 30, 2013				December 31, 2013
Revenues		$	558,785			$	563,908			$	551,105			$	568,397
Costs and expenses			458,904				455,193				432,991				459,813
Gain (loss) on disposition of assets			(32	)			537				223				160
Operating income			99,849				109,252				118,337				108,744
Other income			75				101				60				132
Interest expense			(7,988	)			(7,219	)			(6,694	)			(5,971	)
Earnings before taxes on income			91,936				102,134				111,703				102,905
Provision for taxes on income			(34,384	)			(38,342	)			(42,007	)			(37,646	)
Net earnings			57,552				63,792				69,696				65,259
Less: Net earnings attributable to noncontrolling interests			(974	)			(699	)			(573	)			(992	)
Net earnings attributable to Kirby		$	56,578			$	63,093			$	69,123			$	64,267
Net earnings per share attributable to Kirby common stockholders:
Basic		$	1.00			$	1.11			$	1.22			$	1.13
Diluted		$	1.00			$	1.11			$	1.21			$	1.13

		2014				2013				2012
Revenues:
Marine transportation		$	1,770,684			$	1,713,167			$	1,408,893
Diesel engine services			795,634				529,028				703,765
		$	2,566,318			$	2,242,195			$	2,112,658
Segment profit (loss):
Marine transportation		$	429,864			$	408,255			$	311,755
Diesel engine services			60,063				42,767				66,386
Other			(35,537	)			(42,344	)			(37,615	)
		$	454,390			$	408,678			$	340,526
Total assets:
Marine transportation		$	3,317,696			$	3,046,692			$	2,951,723
Diesel engine services			736,129				576,472				647,986
Other			88,084				59,353				53,419
		$	4,141,909			$	3,682,517			$	3,653,128
Depreciation and amortization:
Marine transportation		$	154,019			$	149,574			$	129,857
Diesel engine services			11,463				11,096				12,030
Other			3,830				3,767				3,260
		$	169,312			$	164,437			$	145,147
Capital expenditures:
Marine transportation		$	340,315			$	237,964			$	274,351
Diesel engine services			7,486				4,658				20,477
Other			7,343				10,605				17,339
		$	355,144			$	253,227			$	312,167

		2014				2013				2012
General corporate expenses		$	(14,896	)		$	(15,728	)		$	(13,294	)
Interest expense			(21,461	)			(27,872	)			(24,385	)
Gain (loss) on disposition of assets			781				888				(14	)
Other income			39				368				78
		$	(35,537	)		$	(42,344	)		$	(37,615	)

		2014				2013				2012
General corporate assets		$	85,545			$	57,197			$	51,611
Investment in affiliates			2,539				2,156				1,808
		$	88,084			$	59,353			$	53,419

Exhibit Number		Description of Exhibit
3.1*		— Restated Articles of Incorporation of the Company with all amendments to date.
3.2*		— Bylaws of the Company, as amended to date.
10.1		— Second Amended and Restated Credit Agreement, dated November 9, 2010 among Kirby Corporation, JPMorgan Chase Bank, N.A. as Administrative Agent, and the banks named therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on November 12, 2010).
10.2		— First Amendment to Credit Agreement dated as of May 31, 2011 among Kirby Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks named therein (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Commission on June 3, 2011).
10.3		— Credit Agreement dated as of May 31, 2011 among Kirby Corporation, Wells Fargo Bank National Association, as administrative agent, and the banks named therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on June 3, 2011).

Exhibit Number		Description of Exhibit
10.4		— Commitment Increase Agreements dated as of August 30, 2012 among Kirby Corporation, JP Morgan Chase Bank, N.A., as Administrative Agent, and each of the Increasing Banks named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.5		— Note Purchase Agreement dated December 13, 2012 among Kirby Corporation and the purchasers named therein relating to $500,000,000 in Senior Notes (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 20, 2012).
10.6†		— Deferred Compensation Plan for Key Employees (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005).
10.7†		— Annual Incentive Plan Guidelines for 2014 (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).
10.8†*		— Annual Incentive Plan Guidelines for 2015.
10.9†*		— 2000 Nonemployee Director Stock Plan.
10.10†*		— 2005 Stock and Incentive Plan.
10.11†		— Form of Nonincentive Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 001-07615).
10.12†		— Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 001-07615).
10.13†		— Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 001-07615).
10.14†*		— Nonemployee Director Compensation Program.
21.1*		— Consolidated Subsidiaries of the Registrant.
23.1*		— Consent of Independent Registered Public Accounting Firm.
31.1*		— Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2*		— Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32*		— Certification Pursuant to 18 U.S.C. Section 1350 (As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).

Exhibit Number		Description of Exhibit
101.INS**		— XBRL Instance Document
101.SCH**		— XBRL Taxonomy Extension Schema Document
101.CAL**		— XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		— XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB**		— XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		— XBRL Taxonomy Extension Presentation Linkbase Document

	KIRBY CORPORATION
	(REGISTRANT)
	By:	/s/ C. ANDREW SMITH
		C. Andrew Smith
		Executive Vice President and Chief Financial Officer

Signature		Capacity		Date
/s/ JOSEPH H. PYNE		Chairman of the Board and Director		February 23, 2015
Joseph H. Pyne
/s/ DAVID W. GRZEBINSKI		President, Chief Executive Officer and		February 23, 2015
David W. Grzebinski		Director
		(Principal Executive Officer)
/s/ C. ANDREW SMITH		Executive Vice President and		February 23, 2015
C. Andrew Smith		Chief Financial Officer
		(Principal Financial Officer)
/s/ RONALD A. DRAGG		Vice President, Controller and Assistant		February 23, 2015
Ronald A. Dragg		Secretary (Principal Accounting Officer)
/s/ RICHARD J. ALARIO		Director		February 23, 2015
Richard J. Alario
/s/ C. SEAN DAY		Director		February 23, 2015
C. Sean Day
/s/ BOB G. GOWER		Director		February 23, 2015
Bob G. Gower
/s/ WILLIAM M. LAMONT, JR.		Director		February 23, 2015
William M. Lamont, Jr.
/s/ MONTE J. MILLER		Director		February 23, 2015
Monte J. Miller
/s/ RICHARD R. STEWART		Director		February 23, 2015
Richard R. Stewart
/s/ WILLIAM M. WATERMAN		Director		February 23, 2015
William M. Waterman

Exhibit Number		Description of Exhibit
3.1*		— Restated Articles of Incorporation of the Company with all amendments to date.
3.2*		— Bylaws of the Company, as amended to date.
10.8†*		— Annual Incentive Plan Guidelines for 2015.
10.9†*		— 2000 Nonemployee Director Stock Plan.
10.10†*		— 2005 Stock and Incentive Plan.
10.14†*		— Nonemployee Director Compensation Program.
21.1*		— Consolidated Subsidiaries of the Registrant.
23.1*		— Consent of Independent Registered Public Accounting Firm.
31.1*		— Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2*		— Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32*		— Certification Pursuant to 18 U.S.C. Section 1350 (As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
101.INS**		— XBRL Instance Document
101.SCH**		— XBRL Taxonomy Extension Schema Document
101.CAL**		— XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		— XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB**		— XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		— XBRL Taxonomy Extension Presentation Linkbase Document

	ARTICLES OF INCORPORATION
	OF
	KIRBY JAMAICA, INC.
	FILED AT THE REQUEST OF
	C T  Corporation 3 years
	P. O. Box  807
	Dallas, Texas 75221
		January 31, 1969
	(date)
	JOHN KOONTZ.Secretary of State
	(by) deputy secretary of state

	No.	246-69

	Filing Fee $	150.00
			324

 

ARTICLES OF INCORPORATION

OF

KIRBY JAMAICA, INC.

 

 FIRST: The name of the corporation is KIRBY JAMAICA, INC.

 

 SECOND: Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada.

 

 THIRD: The Corporation may engage in any lawful activity including, by way of partial enumeration and not by way of limitation, the following:

 

 To enter into, maintain, operate or carry on in any or all of its branches the business of exploring for, producing, developing, mining, processing, refining, treating, handling, marketing or dealing in, petroleum, oil, natural gas, asphalt, bituminous rock, sulphur and any and all other minerals, whether similar or dissimilar, and any and all products or by-products which may be derived from such substances, or any of them; and for all or any of such purposes to acquire, own, lease, operate or otherwise deal in or with oil or gas wells, tanks, storage facilities, gathering systems, pipelines, processing plants, mines, samplers, refineries, smelters, crushers, mills, wharves, watercraft, aircraft, tank cars, communication systems, machinery, equipment and any and all other kinds and types

 

of real or personal property that may in anywise be deemed necessary, convenient or advisable in connection with the carrying on of such business or any branch thereof.

 

 To purchase, or otherwise acquire, or invest in, own, mortgage, pledge, sell, assign, transfer, or otherwise dispose of, in whole or in part, oil, gas and mineral leases and interests therein, fee lands, mineral interests in lands, mining claims, applications or options to acquire oil, gas or mineral leases, royalty interests, overriding royalty interests, net profits interests, production payments and any other interest in lands or any interest created by contract or otherwise which entitles the owner or owners thereof to participate in any way in, or obtain any advantage from, the production or sale of oil, gas or other minerals whether similar or dissimilar.

 

 To transport oil, gas and other similar and dissimilar minerals, as well as any and all refinements and by-products thereof, and also any and all types and kinds of equipment, supplies, materials, machinery, goods, wares, and merchandise and property, and to buy, exchange, construct, contract for, lease and in any and all other ways acquire, take, hold, and own any and all required easements, transportation equipment and facilities, including gathering lines and pipelines, and to manage, maintain and operate the same, and to sell, mortgage, lease or otherwise dispose of the same.

 

 To engage in the business of drilling, boring and sinking wells for the extraction and production of petroleum, gas and any other useful or valuable substances or products either for itself or for others through any type of contracts

 

or arrangements deemed beneficial to the corporation, and to manufacture, acquire, own, use, maintain and operate drilling rigs, derricks, drills, bits, casing, pipe, explosives and any articles, materials, machinery, equipment and property used for or in connection with the said business of the corporation.

 

 To lay, construct, purchase or otherwise acquire, own, lease, develop, improve, maintain and operate a pipe line or pipe lines; to transport by means of such pipe line or pipe lines, natural gas, manufactured gas, combinations of natural gas and manufactured gas, petroleum, refined petroleum products, and all kinds of products and by-products of gas and oil whether purchased, produced or sold by the corporation or by others; and to sell, convey or otherwise dispose of such pipe line or pipe lines.

 

 To conduct and engage in a scientific business, including prospecting, exploring and computing by electric, physical, mechanical and other means for the discovery and location in, upon or above the earth, and the detecting of oil, gas, rock, minerals and objects of every kind; and the conducting of research and scientific tests and experiments.

 

 To engage in the business of managing, supervising and operating all types of oil, gas and mineral properties; to negotiate and consummate, for itself or for others, leases and contracts with respect to all such property; to enter into contracts and arrangements, either as principal or as agent, for the operation, conduct and improvement of any property managed, supervised or operated by the corporation; to furnish financial, management and other services to others; to purchase or otherwise acquire, own, use, improve,

 

maintain, sell, lease, or otherwise dispose of any articles, materials, machinery, equipment and property used for or in connection with the business of the corporation; and to engage in and conduct, or authorize, license, and permit others to engage in and conduct, any business, or activity incident, necessary, advisable, or advantageous to the ownership of oil, gas and other mineral properties managed, supervised or operated by the corporation.

 

 To guarantee the payment of the principal of and interest upon notes, debentures, bonds, or other evidences of indebtedness, of any kind or character of any corporation, joint stock company, syndicate, association, firm, trust or person whatsoever.

 

 To engage in any lawful activity and to manufacture purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

 

 To hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises and to take the sane by devise or bequest.

 

 To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

 

 To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country

 

patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

 

 The objects and purposes specified in the foregoing clauses shall except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in these articles of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

 

 FOURTH: The amount of the total authorized capital stock of the corporation is One Million Dollars ($1,000,000.00) consisting of one million (1,000,000) shares of common stock of the par value of One Dollar ($1.00) each.

 

 No stockholder of this corporation shall by reason of his holding shares of any class have any preemptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the Board of Directors, in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares

 

of any class of this corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class either in whole or in part, to the existing stockholders of any class.

 

 FIFTH: The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this corporation, provided that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three (3) but not less than the number of stockholders.

 

 The names and post office addresses of the first board of directors, which shall be three (3) in number, are as follows:

	NAME					POST OFFICE ADDRESS
Jeff Montgomery				1200		First City National Bank Bldg. Houston, Texas
Warren F. Johnston				1200		First City National Bank Bldg. Houston, Texas
Paul W. pond				1200		First City National Bank Bldg. Houston, Texas

 

 SIXTH: The capital shall not be subject to assessment to pay the debts of the corporation.

 

 SEVENTH: The name and post office address of each of the incorporators signing the articles of incorporation are as follows:

 

	NAME				POST OFFICE ADDRESS
D. R. Allen				Republic National Bank Building Dallas, Texas
H. C. Broadt				Republic National Bank Building Dallas, Texas
T. R. Bohannon				Republic National Bank Building Dallas, Texas

 

 EIGHTH: The Corporation is to have perpetual existence.

 

 NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

 

 Subject to the by-laws, if any, adopted by the stockholders, to make, alter or amend the by-laws of the corporation.

 

 To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

 

 By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

 

 When and as authorized by the affirmative vote of

 

stockholders holding stock entitling them to exercise a majority of the voting power given at a stockholder’s meeting called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will, and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best Interests of the corporation. No vote or consent of the stockholders, however, shall be required for a transfer of assets by way of mortgage or in trust or in pledge to secure indebtedness of the corporation.

 

 TENTH: Meetings of stockholders and directors may be held outside the State of Nevada in the manner provided for by the by-laws. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

 

 ELEVENTH: No contract or other transaction between the corporation and any other corporation and no other act of the corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of the corporation are pecuniarily or otherwise interested in such contract, transaction or other act, or are directors or officers of such other corporation. Any director of the corporation, individually, or any firm or

 

association of which any such director may be a member, may be a party to, or may be pecuniarily or otherwise interested, in, any contract or transaction of the corporation, provided that the fact that he individually or such firm or association is so interested shall be disclosed or shall have been known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction shall be taken; and any director of the corporation who is a director or officer of such other corporation or who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such contract or transaction, and may vote thereat to authorize any such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested, every director of the corporation being hereby relieved from any disability which might other wise prevent him from carrying out transactions with or contracting with the corporation for the benefit of himself or any firm, corporation, association, trust or organization in which or with which he may be in anywise interested or connected.

 

 TWELFTH: All of this corporation’s directors and officers and former directors and officers and all persons who may have served at this corporation’s request as a director or officer of another corporation in which this corporation owns shares of capital stock or of which this

 

corporation is a creditor, shall be indemnified against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of this corporation [ILLEGIBLE], of such other corporation, except in relation to matters as to which any such director or officer or for [ILLEGIBLE] or director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconjust. The foregoing right to indemnity shall Include reimbursement of amounts and expenses paid or incurred in settlement of any such action, suite or proceeding if settlement thereof or a plea of nolo contendere (or other plea of substantially the same Import and effect) in the opinion of counsel for this corporation appears to be in the interest of this corporation. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or under any by-laws, agreement, vote of stockholders or otherwise.

 

 THIRTEENTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed by statute, or by the articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

 WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of

 

incorporation, hereby declaring; and certifying that the facts herein stated are true, and accordingly have here-unto set our hands this 29th day of January, 1969.

	D. R. Allen
	H. C. Broadt
	T. R. Bohannon

STATE OF TEXAS	X
		SS:
COUNTY OF DALLAS	X

 

 On this 29th day of January, 1969, before me, the undersigned, a Notary Public in and for the county and state aforesaid, personally appeared D. R. Allen, H. C. Broadt end T. R. Bohannon, known to me to be the persons described in and who executed the foregoing instrument and who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned.

 

 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

	Notary Public
(Seal)

 

	CERTIFICATE OF AMENDMENT TO
	ARTICLES OF INCORPORATION OF
	KIRBY JAMAICA, INC.
	FILED AT THE REOUEST OF
	Woodbum, Formon, Wedge, Blakey, Foloon & Hug
	Attorneys-at law
	One East First Street, Rano, Nevada 89501
		June 7, 1992
		(date)
	JOHN KOONTZ Secretary of State
	(by) deputy secretary of state

	No	246-69

	Filing Fee $	15.00
			324

 

	CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF KIRBY JAMAICA, INC.

Kirby Jamaica, Inc., a corporation organized under the laws of the State of Nevada, by its President and Assistant Secretary does hereby certify:
	1.     That the Board of Directors of said corporation, at a meeting duly convened and held on the 2nd day of June, 1972, passed a resolution declaring that it is advisable and in the best interest of the Corporation that its Articles of Incorporation be amended as follows:
		“RESOLVED, that Article First of said Articles of Incorporation be amended to read as follows:
		“FIRST: The name of the corporation is Kirby Petroleum Co. of Jamaica.”
	2.     That the number of shares outstanding and entitled to vote on an amendment to the Articles of Incorporation is 1,000 shares; that the said change by amendment has been consented to and authorized by the written consent of the shareholder holding at least a majority of each class of stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, the said Kirby Jamaica, Inc. has caused this certificate to be signed by its President and its Assistant Secretary and its corporate seal to be hereto affixed this 2nd day of June, 1972.

	KIRBY JAMAICA, INC.
	By
		Warren F. Johnston, President
	By
		Myron H. Newman, Assistant Secretary

 

STATE OF TEXAS	)
COUNTY OF HARRIS	)

 

 On this 2nd day of June, 1972, personally appeared before me, [ILLEGIBLE], a Notary Public in and for the county and state aforesaid, WARREN F. JOHNSTON and [ILLEGIBLE] known to me to be respectively the President and Assistant Secretary of KIRBY JAMAICA, INC., a corporation organized and existing under the laws of the State of Nevada, who executed the foregoing instrument on behalf of said corporation, and upon oath, did depose and say that he, the said WARREN F. JOHNSTON, is the President and that he, the said [ILLEGIBLE], is the Assistant Secretary of said corporation; that they are acquainted with the seal of said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; that the signatures to said instrument were made by officers of said corporation as indicated after said signatures; and that the said corporation executed the said instrument freely and voluntarily and for the uses and purposes therein mentioned.

 

 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in the County of Harris in the State of Texas, the day and year in this certificate first above written.

	Notary Public in and for
	Harris County, Texas

 

My Commission Expires:

June 1, 1973

 

CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
KIRBY PETROLEUM CO. OF JAMAICA
FILED AT THE REQUEST OF

	CT Corporation System
	P.O. Box 807
	Dallas, Texas 75221
			January 20, 1975
			(date)

	Wm. D. SWACKHAMER, Secretary of State
	(by) deputy secretary of state
	No	246-69
	Filing Fee $		20.00
					324

 

 

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

 

KIRBY PETROLEUM CO. OF JAMAICA, a corporation organized under the laws of the State of Nevada, by its president and ASST secretary, does hereby certify:

 

1.        That the board of directors of said corporation at a meeting duly convened and held on the 14th day of November, 1974, passed a resolution declaring that the following change and amendment in the Articles of Incorporation is advisable.

 

        RESOLVED that Article First of said Articles of Incorporation be amended to read as follows:

 

        “First: The name of the corporation is KIRBY EXPLORATION COMPANY”.

 

2.        That the number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is one thousand (1,000); that the said change and amendment has been consented to and authorized by the written consent of stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.

 

IN WITNESS WHEREOF, the said KIRBY PETROLEUM CO. OF JAMAICA has caused this certificate to be signed by its president and its ASST secretary and its corporate seal to be hereto affixed this 18 day of November, 1974.

	KIRBY PETROLEUM CO. OF JAMAICA
	By
		President
	By
		Asst Secretary

 

(SEAL)

 

STATE OF TEXAS	)
	)     ss:
COUNTY OF ILLEGIBLE	)

 

 On [ILLEGIBLE] 18, 1774 personally appeared before me, a Notary Public, [ILLEGIBLE] and [ILLEGIBLE] who acknowledged that they executed the above instrument.

	(Notary Public)

 

(SEAL)

 

	CERTIFICATE OF AMENDMENT
	TO
	ARTICLES OF INCORPORATION
	OF
	KIRBY EXPLORATION COMPANY
	FILED AT THE REQUEST OF
	Woodbum, Formon, Wedge, Blakey, Folsom & Hug
	Attorneys-at-Low
	One East First Street, Rena, Nevada 89501

 

		JUN 13 1976
		(date)
	Wm. D. SWACKHAMER, Secretary of State
	(by) deputy secretary of state

	No	246-69

	Filing Fees $	450.00
			324

 

	CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

 

           KIRBY EXPLORATION COMPANY, a corporation organized under the laws of the State of Nevada, by its president and secretary, does hereby certify:

 

           1. That the board of directors of said corporation by unanimous consent dated the 23rd day of March, 1976, passed a resolution declaring that the following changes and amendments in the Articles of Incorporation are advisable:

	RESOLVED, that Article Fourth of the Articles of Incorporation of this corporation be amended to read as follows:
	“FOURTH: The amount of the total authorized capital stock of the corporation is Four Million (4,000,000) shares of common Stock of the per value of $1.00 per share.
	“No stockholder of this corporation shall by reason of his holding shares of any class have any preemptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder other than such rights, if any, as the Board of Directors in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may cause to be issued shares of any class of this corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class without offering any such shares or other securities either in whole or in part to the existing stockholders of any class.”

 

	RESOLVED, that the first paragraph of Article Fifth of the Articles of Incorporation of this corporation be amended to read as follows:
	“FIFTH: The members of the governing board shall be styled directors and the number thereof shall be not less than three (3) nor more than fifteen (15), the exact number to be fixed as provided by the by-laws of the corporation, provided, that the number so fixed as provided by the by-laws may be increased or decreased within the limit above specified from time to time as provided by the by-laws.”
	RESOLVED, that Article Twelfth of the Articles of Incorporation of this corporation be amended to read as follows:
	“TWELFTH: 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contandere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, ha had reasonable cause to believe that his conduct was unlawful.
	“2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good

 

	faith and in a manner which he reasonably believed to be in or not opposed to the best interest, of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for gross negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
	“3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action suit or proceeding referred to in sections 1 and 2 of this Article Twelfth, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with such defense.
	“4. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article Twelfth.
	“5. The indemnification provided by this Article Twelfth:
	“(a) Does not exclude any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and
	“(b) Shall continue as to a person who has caused to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
	“6. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article Twelfth.”

 

 2. That the number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 1,000; that the number of shares voted for the amendment was 1,000; that the number of shares voted against the amendment was 0.

 

 IN WITNESS WHEREOF, KIRBY EXPLORATION COMPANY has caused this certificate to be signed by its president and its secretary and its corporate seal to be hereto affixed this 23rd day of March, 1976.

	KIRBY EXPLORATION COMPANY
	By
		President
	By
		Secretary

(SEAL)
STATE OF TEXAS	)(
	)(
COUNTY OF HARRIS	)(

 

 BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared Robert R. Hillery and Myron H. Newman, who, being by me first duly sworn, declared that they are the president and secretary, respectively, of Kirby Exploration Company, that they signed the foregoing document as president and secretary, respectively, of the corporation, and that they executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

 

 GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of March, 1976.

	Notary Public in and for
	County, Texas

 

My Commission Expires: June 1, 1977

 

	RESTATED
	ARTICLES OF INCORPORATION
	OF
	KIRBY EXPLORATION COMPANY
	FILED AT THE REQUEST OF
	Woodbum, Forman, Wedge, Blokey, Folsom & Hug
	Attorneys-of-Law
	One East First Street, Reno, Nevada 89501
		JUN 18 [ILLEGIBLE]
		(date)
	Wm. D. SWACKHAMER, Secretary of State
	(by) deputy secretary of state

	No	246-69

	Filing Fee $	50.00
			324

 

	RESTATED ARTICLES OF INCORPORATION OF KIRBY EXPLORATION COMPANY

 

 FIRST: The name of the corporation is KIRBY EXPLORATION COMPANY.

 

 SECOND: Its principal office in the State of Nevada is Located at One East First Street, Reno, Washoe County, Nevada. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada.

 

 THIRD: The corporation may engage in any lawful activity including, by way of partial enumeration and not by way of limitation, the following:

 

 To enter into, maintain, operate or carry on in any or all of its branches the business of exploring for, producing, developing, mining, processing, refining, treating, handling, marketing or dealing in, petroleum, oil, natural gas, asphalt, bituminous rock, sulphur and any and all other minerals, whether similar or dissimilar, and any and all products or by-products which may be derived from such substances, or any of them; and for all or any of such purposes to acquire, own, lease, operate or otherwise deal in or with oil or gas wells, tanks, storage facilities, gathering systems, pipelines, processing plants, mines, samplers, refineries, smelters, crushers, mills, wharves, watercraft, aircraft, tank cars, communication systems, machinery, equipment and any and all other kinds and types of real or personal property that may in anywise be deemed necessary, convenient or advisable in connection with the carrying on of such business or any branch thereof.

 

 To purchase, or otherwise acquire, or invest in, own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, in whole or in part, oil, gas and mineral leases and interests therein, fee lands, mineral interests in lands, mining claims, applications or options to acquire oil, gas or mineral leases, royalty interests, overriding royalty interests, net profits interests, production payments and any other interest in lands or any interest created by contract or otherwise which entitles the owner or owners thereof to participate in any way in, or obtain any advantage from, the production or sale of oil, gas or other minerals whether similar or dissimilar.

 

 To transport oil, gas and other similar and dissimilar minerals, as well as any and all refinements and by-products thereof, and also any and all types and kinds of equipment, supplies, materials, machinery, goods, wares, and merchandise and property, and to buy, exchange, construct, contract for, lease and in any and all other ways acquire, take, hold and own any and all required easements, transportation equipment and facilities, including gathering lines and pipelines, and to manage, maintain and operate the same, and to sell, mortgage, lease or otherwise dispose of the same.

 

 To engage in the business of drilling, boring and sinking wells -for the extraction and production of petroleum, gas and any other useful or valuable substances or products either for itself or for others through any type of contracts or arrangements deemed beneficial to the corporation, and to manufacture, acquire, own, use, maintain and operate drilling rigs, derricks, drills, bits, casing, pipe, explosives and any articles, materials, machinery, equipment and property used for or in connection with the said business of the corporation.

 

 To lay, construct, purchase or otherwise acquire, own, lease, develop, improve, maintain and operate a pipe line or pipe lines; to transport by means of such pipe line or pipe lines, natural gas, manufactured gas, combinations of natural gas and manufactured gas, petroleum, refined petroleum products, and all kinds of products and by-products of gas and oil whether purchased, produced or sold by the corporation or by others; and to sell, convey or otherwise dispose of such pipe line or pipe lines.

 

 To conduct and engage in a scientific business, including prospecting, exploring and computing by electric, physical, mechanical and other means for the discovery and location in, upon or above the earth, and the detecting of oil, gas, rock, minerals and objects of every kind; and the conducting of research and scientific tests and experiments.

 

 To engage in the business of managing, supervising and operating all types of oil, gas and mineral properties; to negotiate and consummate, for itself or for others, leases and contracts with respect to all such property; to enter into contracts and arrangements, either as principal or as agent, for the operation, conduct and improvement of any property managed, supervised or operated by the corporation; to furnish financial, management and other services to others; to purchase or otherwise acquire, own, use, improve, maintain, sell, lease or otherwise dispose of any articles, materials, machinery, equipment and property used for or in connection with the business of the corporation; and to engage in and conduct, or authorize, license and permit others to engage in and conduct any business or activity incident, necessary, advisable or

 

advantageous to the ownership of oil, gas and other wineral properties managed, supervised or operated by the corporation.

 

 To guarantee the payment of the principal of and interest upon notes, debentures, bonds, or other evidences of indebtedness, of any kind or character, of any corporation, joint stock company, syndicate, association, firm, trust or person whatsoever.

 

 To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares, and merchandise and personal property of every class and description.

 

 To hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises and to take the same by devise or bequest.

 

 To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

 

 To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United states or any foreign country patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

 

 The objects and purposes specified in the foregoing clauses shall except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the

 

terms of any other clause in these Articles of Incorporation, but the objects and purposes specified in each of the foregoing clauses of this Article shall be regarded as independent objects and purposes.

 

 FOURTH: The amount of the total authorized capital stock of the corporation is Four Million (4,000,000) shares of Common Stock of the par value of $1.00 per share.

 

 No stockholder of this corporation shall by reason of his holding shares of any class have any preemptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder other than such rights, if any, as the Board of Directors in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may cause to be issued shares of any class of this corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class without offering any such shares or other securities either in whole or in part to the existing stockholders of any class.

 

 FIFTH: The members of the governing board shall be styled directors and the number thereof shall be not less than three (3) nor more than fifteen (15), the exact number to be fixed as provided by the by-laws of the corporation, provided, that the number so fixed as provided by the by-laws may be increased or decreased within the limit above specified from time to time as provided by the by-laws.

 

 The names and post office addresses of the first Board of Directors, which shall be three (3) in number, are as follows:

	NAME				POST OFFICE ADDRESS
Jeff Montgomery				1200 First City National Bank Bldg. Houston, Texas
Warren F. Johnston				1200 First City National Bank Bldg. Houston, Texas
Paul W. Pond				1200 First City National Bank Bldg. Houston, Texas

 

 SIXTH: The capital shall not be subject to assessment to pay the debts of the corporation.

 

 SEVENTH: The name and post office address of each of the incorporators signing the Articles of Incorporation are as follows :

	NAMe				POST OFFice ADDRESS
D. R. Allen				Republic National Bank Building Dallas, Texas
H. C. Broadt				Republic National Bank Building Dallas, Texas
T. R. Bohannon				Republic National Bank Building Dallas, Texas

 

 EIGHTH: The corporation is to have perpetual existence.

 

 NINTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

 

 Subject to the by-laws, if any, adopted by the stockholders to make, alter or amend the by-laws of the corporation.

 

 To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

 

 By resolution passed by a majority of the whole Board, to designate one or more committees, each committee to consist of two or more of the Directors of thecorporation which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and my authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

 

 When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise a majority of the voting power given at a stockholders’ meeting called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its

 

good will, and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the corporation. No vote or consent of the stockholders, however, shall be required for a transfer of assets by way of mortgage or in trust or in pledge to secure indebtedness of the corporation.

 

 TENTH: Meetings of stockholders and Directors may be held outside the State of Nevada in the manner provided for by the by-laws. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the corporation.

 

 ELEVENTH: No contract or other transaction between the corporation and any other corporation and no other act of the corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the Directors of the corporation are pecuniarily or otherwise interested in such contract, transaction or other act, or are directors or officers of such other corporation. Any Director of the corporation, individually, or any firm or association of which any such Director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation, provided that the fact that he individually or such firm or association is so interested shall be disclosed or shall have been known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction shall be taken; and any Director of the corporation who is a director or

 

officer of such other corporation or who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such contract or transaction, and may vote thereat to authorize any such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested, every Director of the corporation being hereby relieved from any disability which might otherwise prevent him from carrying out transactions with or contracting with the corporation for the benefit of himself or any firm, corporation, association, trust or organization in which or with which he may be in anywise interested or connected.

 

 TWELFTH: 1. The corporation shall indemnify any person who was or is a party or is threatened. to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, Judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or

 

upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

 

 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the beet interests of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be Lieble for gross negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 1 and 2 of this Article Twelfth, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with such defense.

 

 4. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article Twelfth.

 

 5. The indemnification provided by this Article Twelfth:

 

 (a) Does not exclude any other rights to which, a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and

 

 (b) Shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

 6. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the

 

request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article Twelfth.

 

 THIRTEENTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

STATE OF TEXAS	)
	)
COUNTY OF HARRIS	)

 

The undersigned, Robert R. Hillery, President of Kirby Exploration Company, and Myron H. Newman, Secretary of Kirby Exploration Company, being duly sworn, depose and say that they have been authorized to execute the foregoing certificate by resolution of the Board of Directors of Kirby Exploration Company adopted on March 27, 1976, and that the foregoing certificate correctly sets forth the text of the Articles of Incorporation of Kirby Exploration Company as amended to date.

	Robert R. Hillery, President
	Kirby Exploration Company
	Myron H. Newman, Secretary
	Kirby Exploration Company

 

 SUBSCRIBED AND SWORN TO before me this 23^rd day of March, 1976.

	Notary Public in and for
	Harris County, Texas

 

		Filing Fee: $20.00
		BY: woodburn, Wedge, Blakey
		Jeppson
		One East First st.
		Reno, Nevada 89501

	CERTIFICATE OF AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION OF KIRBY EXPLORATION COMPANY

 

 KIRBY EXPLORATION COMPANY, a corporation organized under the laws of the State of Nevada, by its President and Secretary, does hereby certify:

 

 SECTION ONE: The name of the Corporation is KIRBY EXPLORATION COMPANY.

 

 SECTION TWO: That the Board of Directors of said Kirby Exploration Company by unanimous written consent, dated as of the 25th day of March, 1981, adopted a resolution declaring that it would be advisable to amend Article FOURTH of the Restated Articles of Incorporation of Kirby Exploration Company increasing the authorized shares of common capital stock of Kirby Exploration Company from 4,000,000 shares of common capital stock with the par value of One Dollar ($1.00) per share to 40,000,000 shares of common capital stock of the par value of Ten Cents ($0.10) per share, and they therefore called for submission of such resolution to the shareholders at the Annual Meeting to take action thereon.

 

 SECTION THREE: That, pursuant to such call of the Board of Directors, and upon notice given to each shareholders entitled to vote on an amendment to the Restated Articles of Incorporation, an Annual Meeting of the Shareholders of Kirby Exploration Company was held on April 21, 1981, in Houston, Texas. The number of shares of Kirby Exploration Company outstanding and entitled to vote at the time of such meeting was 1,596,946 shares of common stock. The number of shares which voted for such amendment to the Restated Articles of Incorporation was l,044,351 shares of common stock representing 65.4%of the shares entitled to vote and the number of shares of common stock which voted against such amendment was 1,407 shares of common stock representing .09% of the common stock entitled to vote thereon. Such amendment read as follows:

	The first sentence of Article FOURTH of the Restated Articles of Incorporation of Kirby Exploration Company is amended to read as follows:
		“The amount of the total authorized capital stock of the corporation is Forty Million (40,000,000) shares of common stock of the par value of Ten Cents ($.10) per share.”

 

 SECTION FOUR: That upon the filing of such amendment each share of the presently authorized common stock of Kirby Exploration Company of the par value of One Dollar ($1.00) per share will be changed into ten (10) shares of the new common stock of said Kirby Exploration Company of the par value of Ten Cents ($0.10) per share.

 

 IN WITNESS WHEREOF, the said Kirby Exploration Company has caused this instrument to be executed by its President and Secretary, duly authorized, and its corporate seal affixed hereto, this 22nd day of April, 1981.

	George A. Peterkin, Jr President
(Corporate Seal)
	Henry Gilchrist, Secretary

 

THE STATE OF TEXAS	)
	)
COUNTY OF HARRIS	)

 

 BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared GEORGE A. PETERKIN, JR., President of Kirby Exploration Company, the corporation executing the foregoing instrument, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein stated and declared that the statements therein contained are true.

 

 IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22nd day of April, 1981.

		Notary Pub1ic in and for
		Harris County, Texas
My Commission Expires:
November 30, 1984

THE STATE OF TEXAS:	)
	)
COUNTY OF HARRIS	)

 

 BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared HENRY GILCHRIST, Secretary of Kirby Exploration Company, the corporation executing the foregoing instrument, and being first duly sworn, acknowledge that he signed the foregoing instrument in the capacity therein stated and declared that the statements therein contained are true.

 

 IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22nd day of April, 1981.

		Notary Public in and for
		Harris County, Texas
My Commission Expires:
November 30, 1984

 

		FILING FEE: $6,600 By: C T CORPORATION SYSTEM SUITE #1600 ONE FAST FIRST STREET RENO, NEVADA 89501

	CERTIFICATE OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION OF KIRBY EXPLORATION COMPANY

 

 KIRBY EXPLORATION COMPANY, a Nevada corporation, by its Vice President and Assistant Secretary does hereby certify:

I.	The Board of Directors of the Corporation adopted a resolution setting forth the amendments in the Restated Articles of Incorporation hereinafter set forth and declaring their advisability, and called an annual meeting of the shareholders entitled to vote for the consideration of such amendments.
II.	Thereafter, on the 25th day of April, 1984 upon notice given to each stockholder of record entitled to vote on an amendment to the Restated Articles of Incorporation as provided by law, an annual meeting of the stockholders of the Corporation was held, at which meeting 16,733,420 shares of the common stock of the Corporation, being approximately 69.7% of the issued and outstanding common stock of the Corporation, voted in favor of the amendment contained in III.A below, and 13,506,753 shares of common stock of the Corporation, being approximately 56.3% of the issued and outstanding common stock of the Corporation, voted in favor of the amendment contained in III. B below.
III.	The Amended Articles of Incorporation of the Corporation are hereby amended as follows:
	A.	Article First of the Amended Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
		“FIRST: The name of the corporation is KIRBY EXPLORATION COMPANY, INC.”
	B.	Article Fourth of the Amended Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

 

 “FOURTH:      1.     The total number of shares of all classes of stock which the corporation shall have authority to issue is 80,000,000, consisting of (1) 20,000,000 shares of Preferred Stock, par value $1.00 per share (“Preferred Stock”), and (2) 60,000,000 shares of Common Stock, par value $0.10 per share (“Common Stock”).

 

2.     The Board of Directors is hereby expressly authorized, by resolution or resolutions from time to time adopted, to provide, out of the unissued shares of Preferred Stock, for the issuance of serial Preferred Stock. Before any shares of any such series are issued, the Board of Directors shall fix and state, and hereby is expressly empowered to fix, by resolution or resolutions, the designations, preferences, and relative, participating, optional or other special rights of the shares of each such series, and the qualifications, limitations or restrictions thereon, including but not limited to, determination of any of the following:

(a)	the designation of such series, the number of shares to constitute such series and the stated value thereof if different from the par value thereof;
(b)	whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be full or limited;
(c)	the dividends, if any, payable on such series and at what rates, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of this class;
(d)	whether the shares of such series shall be subject to redemption by the corporation, and, if so, prices and other terms and conditions of such redemption;

 

(e)	the amount or amounts payable upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the corporation;
(f)	whether the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
(g)	whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of this class or any other class or classes of securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h)	the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the corporation of, the Common Stock or shares of stock of any other class or any other series of this class;
(i)	the conditions or restrictions, if any, upon the creation of indebtedness of the corporation or upon the issue of any additional stock, including additional shares of such series or any other series of this class or of any other class; and
(j)	any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.

 

 The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. All shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof shall be cumulative. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing series by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series. The Board of Directors may decrease the number of shares of Preferred Stock designated for any existing series by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series, and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

3.     Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record on all matters on which stockholders generally are entitled to vote. Subject to the provisions of law and the rights of the Preferred Stock and any other class or series of stock having a preference as to dividends over the Common Stock then outstanding, dividends may be paid on the Common Stock out of assets legally available for dividends, but only at such times and in such amounts as the Board of Directors shall determine and declare. Upon the dissolution, liquidation or winding up of the corporation, after any preferential amounts to be distributed to the holders of the Preferred Stock and any other class or series of stock having a preference over the Common Stock then outstanding have been paid or declared and set apart for payment, the holders of the Common Stock shall be entitled to receive all the remaining assets of the corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively.

 

4.     No stockholder of this corporation shall by reason of his holding shares of any class have

 

any preemptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any shares or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder other than such rights, if any, as the Board of Directors in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may cause to be issued shares of any class of this corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class without offering any such shares or other securities either in whole or in part to the existing stockholders of any class.”

 

 IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the Vice President and Assistant Secretary of the Corporation as of the 11th day of September, 1984.

	Vice President
	Assistant Secretary

 

STATE OF TEXAS	[ILLEGIBLE]
COUNTY OF HARRIS	[ILLEGIBLE]

 

 On this 11th day of September, 1984, before me appeared Myron H. illegible to so personally known, who, being by me duly sworn, did say that he is the Vice President of KIRBY EXPLORATION COMPANY, a Nevada corporation, and acknowledged that the statements contained in the foregoing Certificate of Amendment are true and correct.

	Notary Public

My commission expires:

STATE OF TEXAS	[ILLEGIBLE]
COUNTY OF HARRIS	[ILLEGIBLE]

 

 On this 11th day of September, 1984, before me appeared Steve Holcomb, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of KIRBY EXPLORATION COMPANY, a Nevada corporation, and acknowledged that the statements contained in the foregoing Certificate of Amendment are true and correct.

	Notary Public

My commission expires:

 

		FILING FEE:      $50.00
	BY:	PRENTICE HALL CORPORATE SERV
		ROOM E
		502 EAST JOHN STREET
		CARSON CITY, NEVADA      89701

	CERTIFICATE OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION OF KIRBY EXPLORATION COMPANY, INC.

 

 KIRBY EXPLORATION COMPANY, INC., a Nevada corporation (the “Corporation”), by its President and Secretary does hereby certify:

I.	The Board of Directors of the Corporation adopted resolutions setting forth the amendments below in III.A and III.B (the “Amendments”) to the Restated Articles of Incorporation  of the Corporation, as amended (the “Restated Articles of  Incorporation”), directed that the Amendments be submitted  to a vote of the stockholders and called an annual meeting  of the stockholders entitled to vote for the consideration  of the Amendments.
II.	Thereafter, on the 26th day of April, 1988, upon notice given to each stockholder of record entitled to vote on an amendment to the Restated Articles of incorporation as provided by law, an annual meeting of the stockholders of the Corporation was held, at which meeting 17,684,863 shares of the common stock of the Corporation, being approximately 74.0% of the issued and outstanding common stock of the Corporation, voted in favor of the amendment contained in III.A below, and 17,422,597 shares of common stock of the Corporation, being approximately 72.9% of the issued and outstanding common stock of the Corporation, voted in favor of the amendment contained in III.B below.
III.	The Restated Articles of Incorporation are hereby amended as follows:
	A.	Article Twelfth is amended to read in its entirety as follows:
		“TWELFTH: 1.          The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including

 

		attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
		2.          The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, Joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification shall not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
		3.          To the extent that a director, officer, employee or agent of a corporation has been successful on the, merits or otherwise in defense of any action, suit or proceeding referred to in sections 1 and. 2 of this Article Twelfth, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

 

		4.          Any indemnification under sections 1 and 2 of this Article Twelfth, unless ordered by a court or advanced pursuant to section 5 of this Article Twelfth, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination muse be made:
			(a)          By the stockholders;
			(b)          By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
			(c)          If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or
			(d)          If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
		5.          The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section 5 of this Article. Twelfth do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
		6.          The indemnification and advancement of expenses provided by this Article Twelfth:
			(a)          Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under these articles of incorporation or any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 2 of this Article Twelfth or for the advancement of expenses of any director or officer, if a final adjudication establishes that his acts or

 

			omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
			(b)          Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
		7.          The corporation may purchase and maintain insurance or make other financial arrangements on be-half of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising. out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
		8.          The other financial arrangements made by the corporation pursuant to section 7 of this Article Twelfth may include the following:
			(a)          The creation of a trust fund.
			(b)          The establishment of a program of self-insurance.
			(c)          The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation.
			(d)          The establishment of a letter of credit, guaranty or surety.
		No financial arrangement made pursuant to this section may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
		9.           Any insurance or other financial arrangement made on behalf of a person pursuant to this Article Twelfth may be provided by the corporation or any other person approved by the board of directors, even if all or part of the otter person’s stock or other securities is owned by the corporation.

 

		10.        In the absence of fraud:
			(a)      The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Article Twelfth and the choice of the person to provide the Insurance or other financial arrangement shall be conclusive; and
			(b)        The insurance or other financial arrangement:
				(1)          Is not void or voidable; and
			(2)         Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.”
	B.	Article Thirteenth is renumbered as Article Fourteenth and a now Article Thirteenth is added to read in its entirety as follows:
		“THIRTEENTH: No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any of such director or officer occurring on or after April 26, 1988, and to the extent permitted under applicable law, occuring prior to April 26, 1988, except, that the foregoing provision shall not eliminate or limit the liability of a director or officer for:
			(a)        acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or
			(b)        the payments of dividends in violation of Section 78.300 of the Nevada Revised Statutes.
		Neither the amendment nor repeal of this Article Thirteenth, nor the adoption of any provision of the Restated Articles of incorporation inconsistent with this Article Thirteenth, shall eliminate or reduce the effect of this Article Thirteenth with respect to any matter occurring, or any cause of action, suit or claim that, but for this Article Thirteenth would accrue or arise, prior to such amendment, repeal or adoption of any inconsistent provision.”

 

 IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the President and Secretary of the Corporation as of the 28^th day of June, 1988.

	George A. Peterkin, Jr., President
	Henry Gilchrist, Secretary

 

THE STATE OF TEXAS	$
	$
COUNTY OF HARRIS	$

 

 On this 28^th day of June,.1988, before me appeared George A. Peterkin, Jr, to me personally known, who, being by me duly sworn, did say that he is the President of KIRBY EXPLORATION COMPANY, INC., a Nevada corporation, and acknowledged that the statements contained in the foregoing Certificate of Amendment are true and correct.

		Notary Public in and for
		The State of Texas
		Soe Keller
My Commission expires:
[ILLEGIBLE] 30, 1988

THE STATE OF TEXAS	$
	$
COUNTY OF HARRIS	$

 

 On this 28^th day of June, 1988, before me appeared Henry Gilchrist, to me personally known, who, being by me duly sworn, did say that he is the Secretary of KIRBY EXPLORATION COMPANY, INC., a Nevada corporation, and acknowledged that the statements contained in the foregoing Certificate of Amendment are true and correct.

		Notary Public in and for
		The State of Texas
		BARBARA ANN RICH
My Commission expires:
02/28/89

 

	CERTIFICATE OF AMENDMENT OF RESTATED ARTICLES OF INCORPORATION OF KIRBY EXPLORATION COMPANY, INC.	FILING PER- 75.00 TS REC. C46495    PRENTICE HALL    502 E. JOHN ST RM. E    CARSON CITY, NV 89701

 

 KIRBY EXPLORATION COMPANY, INC., a Nevada corporation (the “Corporation”), by its President and Secretary does hereby certify:

	I.	The Board of Directors of the Corporation adopted resolutions setting forth the amendment below in III (The “Amendment”) to the Restated Articles of Incorporation of the Corporation, as amended (the “Restated Articles of Incorporation”), directed that the Amendment be submitted to a vote of the stockholders and called an annual meeting of the stockholders entitled to vote for the consideration of the Amendment.
	II.	Thereafter, on the 24th day of April, 1990, upon notice given to each stockholder of record entitled to vote on an amendment to the Restated Articles of Incorporation as provided by law, an annual meeting of the stockholders of the Corporation was held, at which meeting 18,531,750 shares of the common stock of the Corporation, being approximately 81.6% of the issued and outstanding common stock of the Corporation, voted in favor of the amendment contained in III below.
	III.	Article First of the Restated Articles of Incorporation is hereby amended to read in its entirety as follows:

	“FIRST: The name of the corporation is KIRBY CORPORATION.”

	IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the President and Secretary of the Corporation as of the 24th day of April, 1990.

	George A. Peterkin, Jr., President
	Henry Gilchrist, Secretary

 

 

THE STATE OF TEXAS	$
	$
COUNTY OP HARRIS	$

 

On this 24th day of April, 1990, before me appeared George A. PeterKin, Jr., to me personally known, who, being by me duly sworn, did say that he is the President of KIRBY EXPLORATION COMPANY, INC., a Nevada corporation, and acknowledged that the statements contained in the foregoing Certificate of Amendment are true and correct.

	Notary Public in and for The State of Texas
	Print Name

My Commission expires:
November 30, 1992
THE STATE OF TEXAS	$
	$
COUNTY OF HARRIS	$

 

On this 24th day of April, 1990, before me appeared Henry Gilchrist, to me personally known, who, being by me duly sworn, did say that he is the Secretary of KIRBY EXPLORATION COMPANY, INC., a Nevada corporation, and acknowledged that the statements contained in the foregoing Certificate of Amendment are true and correct.

	Notary Public in and for The State of Texas
	Print Name

 

My Commission expires:
November 30, 1992

 

	ARTICLES OF MERGER OF KIRBY MARINE TRANSPORTATION CORPORATION INTO KIRBY CORPORATION

 

FIRST: Kirby Corporation, a Nevada corporation (“Kirby”), owns all of outstanding shares of each class of Kirby Marine Transportation Corporation, a Texas corporation (“KMTC”).

 

SECOND: A Plan of Merger has been adopted by Kirby pursuant to which KMTC is to be merged into Kirby.

 

THIRD: Approval of the owners of neither Kirby nor KMTC was required.

 

FOURTH: The complete executed Plan of Merger is on file at the place of business of Kirby located at 1775 St. James Place, Suite 200, Houston, Texas 77056, and a copy Of the Plan will be furnished by Kirby, on request and without cost, to any owner of any entity which is a party to this merger.

 

FIFTH: Kirby designates the following address as the address to which fee Secretary of State of the State of Nevada is to mail any process served on it against Kirby:

	The Corporation Trust Company of Nevada
	One East First Street
	Reno, Washoe County, Nevada

 

SIXTH: This merger shall be effective on January 1, 2000.

 

Dated: December 21, 1999.

	KIRBY CORPORATION
	By
		Mark R. Buese Senior Vice President
	By
		Thomas G. Adler Secretary
	KIRBY MARINE TRANSPORTATION CORPORATION
	By
		Mark R. Buese
		Vice President - Administration

 

CERTIFICATE OF DESIGNATION establishing Series A Junior Participating Preferred Stock of KIRBY CORPORATION

 

Pursuant to Sections 78.195 and 78.1955 of the Nevada Revised Statutes

 

Kirby Corporation, a Nevada corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation at a meeting duly called and held on July 18, 2000.

 

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Restated Articles of Incorporation, a series of Preferred Stock, par value $1.00 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

 

Series A Junior Participating Preferred Stock

 

1.          Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

 

2.          Dividends and Distributions.

 

(A)        Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the 15th day of February, May, August and November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as

 

defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $.10 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the fist Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock The “Adjustment Number” shall initially be 100. In the event the Corporation shall at any time after July 18, 2000 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event

 

(B)        The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

 

(C)        Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

 

3.            Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

 

(A)          Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.

 

(B)          Except as otherwise provided herein, in the Restated Articles of Incorporation or by law, the holders of shares of Series A Junior Participating Preferred Stock, the holders of shares of any other class or series entitled to vote with the Common Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

 

(C)(i)       If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, tile occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment During each default period, (1) the number of Directors shall be increased by two, effective as of the time of election of such Directors as herein provided, and (2) the holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) upon which these or like voting rights have been conferred and are exercisable (the “Voting Preferred Stock”) with dividends in arrears in an amount equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two Directors.

 

(ii)          During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right

 

(iii)         Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

 

(iv)         In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been, elected by. such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

 

(v)         Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the number of Directors shall be such number as may be provided for in the Restated Articles of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Restated Articles of incorporation or Bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

 

(D)        Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

 

4.           Certain Restrictions.

 

(A)        Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not

 

(i)          declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

 

(ii)         declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

 

(iii)        redeem or purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity

 

with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Junior Participating Preferred Stock, or to all such holders and the holders of any such shares ranking on a parity therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

 

(B)         The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

 

5.          Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.

 

6.          Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Junior Participating Preferred Stock Liquidation Preference”). Following the payment of the full amount of the Series A Junior Participating Preferred Stock Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Junior Participating Preferred Stock Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Junior Participating Preferred Stock Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively.

 

(B)        In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Junior Participating Preferred Stock Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the

 

Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

 

(C)         Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but (he sale, lease or conveyance of all or substantially all the Corporation’s assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

 

7.          Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination, share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

 

8.         Redemption. (A) The Corporation, at its option, may redeem shares of the Series A Junior Participating Preferred Stock in whole at any time and in part from time to time, at a redemption price equal to the Adjustment Number times the current per share market price (as such term is hereinafter defined) of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated dividends to me date of such redemption. The “current per share market price” on any date shall be deemed to be the average of the closing price per share of such Common Stock for the ten consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Stock is determined during a period following the announcement of (A) a dividend or distribution on the Common Stock other than a regular quarterly cash dividend or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of such ten Trading Day period, then, and in each such case, the current per share market price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sales price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on die New York Stock Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but sales price information is reported for such security, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System(“NASDAQ”) or such other self-regulatory organization or registered securities information processor (as such terms are used under the Securities Exchange Act of 1934, as amended) that then reports information concerning the Common Stock, or, if sales price information is not so reported, the average of the high bid and low asked prices in the over-the-counter market on such day, as reported by NASDAQ or such other entity, or, if on any such date we Common Stock is not quoted by any such entity, the average of the closing bid and asked prices

 

as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Corporation. If on any such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Corporation shall be used. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but is quoted by NASDAQ, a day on which NASDAQ reports trades, or, if the Common Stock is not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the Commonwealth of Massachusetts are not authorized or obligated by law or executive order to close.

 

(B)          In the event that fewer than all the outstanding shares of the Series A Junior Participating Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by me Board of Directors or by any other method mat may be determined by the Board of Directors in its sole discretion to be equitable.

 

(C)          Notice of any such redemption shall be given by mailing to the holders of the shares of Series A Junior Participating Preferred Stock to be redeemed a notice of such redemption, first class postage prepaid, not later than the fifteenth day and not earlier than the sixtieth day before the date fixed for redemption, at their last address as the same shall appear upon the books of the Corporation. Each such notice shall state: (i)the redemption date; (ii) the number of shares to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the close of business on such redemption date. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder received such notice, and failure duly to give such notice by mail, or any detect in such notice, to any holder of Series A Junior Participating Preferred Stock shall not affect the validity of the proceedings for the redemption of any other shares of Series A Junior Participating Preferred Stock that are to be redeemed. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If fewer than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

 

(D)          The shares of Series A Junior Participating Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fund.

 

9.             Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

 

10.            Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Restated Articles of Incorporation of the Corporation shall not

 

9.           Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

 

10.        Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Restated Articles of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

 

11.         Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the foregoing as true this 18^th day of July, 2000.

	KIRBY CORPORATION
	By:
		J. H. Pyne, President
	By:
		Thomas G. Adler, Secretary

STATE OF TEXAS	)(
	)(
COUNTY OF HARRIS	)(

The foregoing instrument was acknowledged before me, on the 18^th day of July, 2000, by J. H. Pyne, President, and Thomas G. Adler, Secretary, of Kirby Corporation, a Nevada Corporation, on behalf of the corporation.

 

Given under my hand and official seal this 18^th day of July, 2000.

		Notary Public in and for the State of Texas
My commission expires:
12-15-2003

	DEAN HELLER
	Secretary of State
	204 North Carson Street, Suite 1
	Carson City, Nevada [ILLEGIBLE]
	(775) 684 5708		Filed in the office of	Document Number
	Website: [ILLEGIBLE]			20060296100-06
				Filing Date and Time
			Dean Heller	05/09/2006 1:00 PM
Certificate of Change Pursuant to NRS 78.209			Secretary of State	Entity Number
			State of Nevada	C246-1969

[ILLEGIBLE]

Certificate of Change filed Pursuant to NRS 78.209
FOR Nevada Profit Corporation

1. Name of corporation: Kirby Corporation
2. The board of directors have adopted a resolution pursuant to NR8 78.207 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the per value, if any, of each class or series, if any, of shares before the change: 60,000,000 shares of Common Stock, par value $.10 par share, and 20,000,000 shares of preferred stock, par value $1.00 par share.
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 120,000,000 shares of Common stock, par value $.10 par share, and 20,000,000 shares of preferred stock, par value $1.00 per shares.
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: One additional share of common stock will be issued with respect to each currently outstanding share of Common Stock.
6. The provisions, if any, for the issuance of traditional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: N/A
7. Effective date-of filing (optional): 5:00 p.m. (CDT) on May 10, 2006
[ILLEGIBLE]
8. Officer Signature:			Vice President-Investor Relations
	Signature		Title

IMPORTANT: Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada secretary of State [ILLEGIBLE]

 

	ROSS MILLER
	Secretary of State
	204 North Carson Street, Suite 1
	Carson City, Nevada 89701-4520
	(775) 684 5708		Filed in the office of	Document Number
	Website: www.nvsos.gov			20100601948-21
				Filing Date and Time
			Ross Miller	08/11/2010 11:55 AM
Certificate of Withdrawal of Certificate of Designation (PURSUANT TO NRS 78.1955(6))			Secretary of State	Entity Number
			State of Nevada	C246-1969

 

USE BLACK INK ONLY • DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Withdrawal of
Certificate of Designation
for Nevada Profit Corporations
(Pursuant to NRS 78.1955(6))

1. Name of corporation:

KIRBY CORPORATION

(the “Corporation”)

 

2. Following is the resolution by the board of directors authorizing the withdrawal of Certificate of Designation establishing the classes or series of stock:

WHEREAS, the Board previously, pursuant to the authority granted to it in the Corporation’s Restated Articles of Incorporation (the “Articles of Incorporation”) and in connection with the approval of the Rights Agreement, designated, out of the authorized preferred stock of the Corporation, 1,000,000 shares of preferred stock as Series A Junior Participating Preferred Stock, which is described in the Certificate of Designation of the Preferred Stock (the “Certificate of Designation”) filed on July 24, 2000 with the Secretary of State of the State of Nevada (the “Secretary of State”);

WHEREAS, pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”), when no shares of a series of stock are outstanding a corporation may file a certificate which states that no shares of the class or series at outstanding and which contains the resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock;

WHEREAS, when such certificate becomes effective, it Shall have the affect of amending the articles of incorporation so as to eliminate from the articles of incorporation all matters set forth in the certificate of designation with respect to such series of stock; and

CONTINUATION ON ADDITIONAL PAGE

 

3. No shares of the class or series of stock being withdrawn are outstanding.

 

4. Signature: (required)

X
Signature of Officer Secretary of Kirby Corporation

 

Filing Fee: $175.00

 

IMPORTANT: Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada secretary of State Withdrawal of Designation
	Revised 3-12-09
NY101-05/25/2009 CT System Online

 

CONTINUATION:

 

WHEREAS, the Board has determined that it is in the best interests of the Corporation and its stockholders to file a certificate pursuant to Section 78.1955 of the NRS with the Secretary of State to withdraw the Certificate of Designation and eliminate from the Articles of Incorporation all descriptions of and references to the voting and other powers, preferences and relative, participating, optional or other rights of the shares of the Preferred Stock, and the qualifications, limitations and restrictions thereof (a “Certificate of Withdrawal”);

 

RESOLVED that the Board hereby authorizes the withdrawal of the Certificate of Designation and the elimination of the Preferred Stock.

 

RESOLVED that all matters set forth in the Certificate of Designation with respect to the Preferred Stock be eliminated from the Articles of Incorporation.

 

RESOLVED that the Authorized Officers are hereby authorized and directed to file a Certificate of Withdrawal with the office of the Secretary of State setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designation with respect to the Preferred Stock shall be eliminated from the Articles of incorporation.

 

 

---

	Domicile of Incorporation
KIRBY CORPORATION – PARENT AND REGISTRANT	Nevada
SUBSIDIARIES OF THE PARENT AND REGISTRANT
Kirby Corporate Services, LLC	Delaware
KIM Holdings, Inc.	Delaware
Kirby Terminals, Inc.	Texas
Sabine Transportation Company	Delaware
AFRAM Carriers, Inc.	Delaware
Kirby Engine Systems, Inc.	Delaware
Kirby Tankships, Inc.	Delaware
Kirby Ocean Transport Company	Delaware
Kirby Offshore Marine, LLC	Delaware
K Equipment, LLC	Texas
CONTROLLED CORPORATIONS
KIM Partners, LLC (Subsidiary of KIM Holdings, Inc.)	Louisiana
Kirby Inland Marine, LP (KIM Holdings, Inc. 1% General Partner, KIM Partners, LLC 99% Limited Partner)	Delaware
Greens Bayou Fleeting, LLC (51%)	Texas
Dixie Carriers, Inc. (subsidiary of Kirby Inland Marine, LP)	Texas
Marine Systems, Inc. (subsidiary of Kirby Engine Systems, Inc.)	Louisiana
Engine Systems, Inc. (subsidiary of Kirby Engine Systems, Inc.)	Delaware
Osprey Line, L.L.C. (66 2/3%)	Texas
United Holdings LLC (subsidiary of Kirby Engine Systems, Inc.)	Delaware
United Engines LLC (subsidiary of United Holdings LLC)	Colorado
UE Powertrain GP LLC (subsidiary of United Holdings LLC) (dba Buck’s Engines)	Texas
UE Manufacturing LLC (subsidiary of United Holdings LLC)	Colorado
UE Compression LLC (subsidiary of United Holdings LLC)	Colorado
Thermo King of Houston, LP (subsidiary of United Holdings LLC)	Texas
San Antonio Thermo King, Inc. (subsidiary of Thermo King of Houston, LP)	Texas
UE Powertrain LP (subsidiary of United Holdings LLC and UE Powertrain GP LLC)	Texas
Kirby Offshore Marine Operating, LLC (subsidiary of Kirby Offshore Marine, LLC)	Delaware
Kirby Offshore Marine Hawaii, LLC (subsidiary of Kirby Offshore Marine Operating, LLC)	Delaware
Kirby Offshore Marine Pacific, LLC (subsidiary of Kirby Offshore Marine Operating, LLC)	Delaware
Kirby Offshore Marine, Inc. (subsidiary of Kirby Offshore Marine Operating, LLC)	Delaware
Inversiones Kara Sea SRL (subsidiary of Kirby Offshore Marine Operating, LLC)	Venezuela
K-Sea Canada Holdings, Inc. (subsidiary of Kirby Offshore Marine, Inc.)	Delaware
K-Sea Canada Corp. (subsidiary of K-Sea Canada Holdings, Inc.)	Nova Scotia
Penn Maritime Inc. (subsidiary of Kirby Offshore Marine, LLC)	Delaware

KPMG LLP

	/s/ DAVID W. GRZEBINSKI
	David W. Grzebinski
	President and Chief Executive Officer

	/s/ C. ANDREW SMITH
	C. Andrew Smith
	Executive Vice President and Chief Financial Officer

	/s/ DAVID W. GRZEBINSKI
	David W. Grzebinski
	President and Chief Executive Officer
	/s/ C. ANDREW SMITH
	C. Andrew Smith
	Executive Vice President and Chief Financial Officer