Statements contained in this Form 10-Q that are not historical facts, including,
but not limited to, any projections contained herein, are forward-looking
statements and involve a number of risks and uncertainties. Such statements
involve risks and uncertainties. Such statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "anticipate,"
"estimate," or "continue," or the negative thereof or other variations thereon
or comparable terminology. The actual results of the future events described in
such forward-looking statements in this Form 10-Q could differ materially from
those stated in such forward-looking statements. Among the factors that could
cause actual results to differ materially are: adverse economic conditions,
industry competition and other competitive factors, adverse weather conditions
such as high water, low water, tropical storms, hurricanes, tsunamis, fog and
ice, tornados, COVID-19 or other pandemics, marine accidents, lock delays, fuel
costs, interest rates, construction of new equipment by competitors, government
and environmental laws and regulations, and the timing, magnitude and number of
acquisitions made by the Company.  For a more detailed discussion of factors
that could cause actual results to differ from those presented in
forward-looking statements, see Item 1A-Risk Factors found in the Company's
Annual Report on Form 10­K for the year ended December 31, 2020. Forward-looking
statements are based on currently available information and the Company assumes
no obligation to update any such statements.



For purposes of Management's Discussion, all net earnings (loss) per share attributable to Kirby common stockholders are "diluted earnings (loss) per share." The weighted average number of common shares applicable to diluted earnings (loss) per share were as follows (in thousands):





                                        Three months ended June 30,             Six months ended June 30,
                                         2021                 2020              2021                2020
Weighted average number of common
stock - diluted                             60,274               59,937            60,220              59,898




Overview



The Company is the nation's largest domestic tank barge operator, transporting
bulk liquid products throughout the Mississippi River System, on the Gulf
Intracoastal Waterway, coastwise along all three United States coasts, and in
Alaska and Hawaii. The Company transports petrochemicals, black oil, refined
petroleum products and agricultural chemicals by tank barge. Through its
distribution and services segment, the Company provides after-market service and
parts for engines, transmissions, reduction gears and related equipment used in
oilfield services, marine, power generation, on-highway, and other industrial
applications. The Company also rents equipment including generators, industrial
compressors, railcar movers, and high capacity lift trucks for use in a variety
of industrial markets, and manufactures and remanufactures oilfield service
equipment, including pressure pumping units, for land-based oilfield service
customers.


The following table summarizes key operating results of the Company (in thousands, except per share amounts):





                                        Three months ended June 30,           Six months ended June 30,
                                         2021                 2020               2021             2020
Total revenues                      $      559,624       $      541,159     $    1,056,474     $ 1,185,085
Net earnings (loss) attributable
to Kirby                            $       10,190       $       25,002     $        6,815     $  (322,239 )
Net earnings (loss) per share
attributable to Kirby common
stockholders - diluted              $         0.17       $         0.42     $         0.11     $     (5.38 )
Net cash provided by operating
activities                                                                  $      197,818     $   242,144
Capital expenditures                                                        $       38,369     $    92,830




The 2020 first quarter included $561,274,000 before taxes, $433,341,000 after
taxes, or $7.24 per share, non-cash charges related to inventory write-downs,
impairment of long-lived assets, including intangible assets and property and
equipment, and impairment of goodwill in the distribution and services segment.
See Note 7, Impairments and Other Charges in the financial statements for
additional information. In addition, the 2020 first quarter was favorably
impacted by an income tax benefit of $50,824,000, or $0.85 per share related to
net operating losses generated in 2018 and 2019 used to offset taxable income
generated between 2013 and 2017. See Note 9, Taxes on Income in the financial
statements for additional information.



Cash provided by operating activities for the 2021 first six months decreased
primarily due to lower revenues and operating income in the marine
transportation segment, partially offset by the receipt of a tax refund of
$119,493,000, including accrued interest, for the Company's 2019 federal tax
return. For the 2021 first six months, capital expenditures of $38,369,000
included $31,118,000 in the marine transportation segment and $7,251,000 in the
distribution and services segment and corporate, more fully described under cash
flow and capital expenditures below.



                                       16

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The Company projects that capital expenditures for 2021 will be in the
$125,000,000 to $145,000,000 range. The 2021 construction program will consist
of approximately $15,000,000 for the construction of new inland towboats,
$95,000,000 to $110,000,000 primarily for capital upgrades and improvements to
existing marine equipment and facilities, and $15,000,000 to $20,000,000 for new
machinery and equipment, facilities improvements, and information technology
projects in the distribution and services segment and corporate.



The Company's debt-to-capitalization ratio decreased to 29.1% at June 30, 2021
from 32.2% at December 31, 2020, primarily due to repayments under the Revolving
Credit Facility in the 2021 first six months and an increase in total equity,
primarily due to the amortization of unearned share-based compensation for the
2021 first six months of $9,148,000 and net earnings attributable to Kirby of
$6,815,000, partially offset by tax withholdings of $2,853,000 on restricted
stock and RSU vestings. The Company's debt outstanding as of June 30, 2021 and
December 31, 2020 is detailed in Long-Term Financing below.

Marine Transportation





For the 2021 second quarter and first six months, the Company's marine
transportation segment generated 59% and 60%, respectively, of the Company's
revenues. The segment's customers include many of the major petrochemical and
refining companies that operate in the United States. Products transported
include intermediate materials used to produce many of the end products used
widely by businesses and consumers - plastics, fiber, paints, detergents, oil
additives and paper, among others, as well as residual fuel oil, ship bunkers,
asphalt, gasoline, diesel fuel, heating oil, crude oil, natural gas condensate,
and agricultural chemicals. Consequently, the Company's marine transportation
business is directly affected by the volumes produced by the Company's
petroleum, petrochemical and refining customer base.



The following table summarizes the Company's marine transportation fleet:





                                                                   June 30,
                                                               2021        2020
Inland tank barges:
Owned                                                           1,002       1,079
Leased                                                             44          52
Total                                                           1,046       1,131
Barrel capacity (in millions)                                    23.4       

25.6



Active inland towboats (quarter average):
Owned                                                             218         265
Chartered                                                          42          59
Total                                                             260         324

Coastal tank barges:
Owned                                                              42          45
Leased                                                              1           2
Total                                                              43          47
Barrel capacity (in millions)                                     4.0         4.5

Coastal tugboats:
Owned                                                              38          40
Chartered                                                           3           4
Total                                                              41          44

Offshore dry-bulk cargo barges (owned)                              4       

4

Offshore tugboats and docking tugboat (owned and chartered) 5


    5




The Company also owns shifting operations and fleeting facilities for dry cargo
barges and tank barges on the Houston Ship Channel and in Freeport, Texas, a
shipyard for building towboats and performing routine maintenance near the
Houston Ship Channel, as well as a two-thirds interest in Osprey Line, L.L.C.,
which transports project cargoes and cargo containers by barge.



During the 2021 first six months, the Company retired 17 inland tank barges and
returned three leased barges. The net result was a decrease of 20 inland tank
barges and approximately 644,000 barrels of capacity.



                                       17

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The Company's marine transportation segment's revenues for the 2021 second
quarter and first six months decreased 13% and 19%, respectively, and operating
income decreased 64% and 80%, respectively, compared with the 2020 second
quarter and first six months revenues and operating income. The decreases were
primarily due to reduced barge utilization in the inland and coastal markets as
well as reduced term and spot pricing in the inland market when compared to
2020, however, the year over year spot contract price decrease for the 2021
second quarter was partially offset by spot contract prices improving
approximately 10% from the 2021 first quarter to the 2021 second quarter. The
decreases were partially offset by the addition of the Savage Inland Marine, LLC
("Savage") fleet acquired on April 1, 2020. The 2021 first six months was also
heavily impacted by Winter Storm Uri during the first quarter which shut down
many Gulf Coast refineries and chemical plants for an extended period of time
starting in mid-February. These emergency shutdowns resulted in significantly
reduced liquids production and lower volumes for the Company's inland marine
transportation market during the 2021 first quarter. The 2021 and 2020 first
quarters were also impacted by poor operating conditions including seasonal wind
and fog along the Gulf Coast, flooding on the Mississippi River, and various
lock closures along the Gulf Intracoastal Waterway, in addition to ice on the
Illinois River during the 2021 first quarter and increased shipyard days on
large capacity coastal vessels during the 2020 first quarter. For the 2021
second quarter and first six months, the inland tank barge fleet contributed 76%
and 75%, respectively, and the coastal fleet contributed 24% and 25%,
respectively, of marine transportation revenues. For the 2020 second quarter and
first six months, the inland tank barge fleet contributed 80% and 79%,
respectively, and the coastal fleet contributed 20% and 21%, respectively, of
marine transportation revenues.



Inland tank barge utilization levels averaged in the mid-70% range during the
2021 first quarter and the low to mid-80% range during the 2021 second quarter.
In 2020, inland tank barge utilization levels averaged in the low to mid-90%
range during the 2020 first quarter and the mid-80% range during the 2020 second
quarter. The 2021 first six months and the 2020 second quarter were impacted by
reduced demand as a result of the COVID-19 pandemic and the resulting economic
slowdown. The 2021 second quarter was favorably impacted by the Colonial
Pipeline outage in May.  The 2021 first six months was also impacted by reduced
volumes as a result of Winter Storm Uri during the first quarter. The 2020 first
quarter experienced strong demand from petrochemicals, black oil, and refined
petroleum products customers. In addition, extensive delay days due to poor
operating conditions and lock maintenance projects in the 2020 first quarter
slowed the transport of customer cargoes and contributed to strong utilization.



Coastal tank barge utilization levels averaged in the mid-70% range during the
2021 first quarter and the low to mid-70% range during the 2021 second quarter.
Coastal tank barge utilization levels averaged in the low to mid-80% range
during the 2020 first quarter and the mid-70% range during the 2020 second
quarter. The 2021 first six months and the 2020 second quarter were impacted by
reduced demand as a result of the COVID-19 pandemic and the resulting economic
slowdown.  Barge utilization in the coastal marine fleet continued to be
impacted by the oversupply of smaller tank barges in the coastal industry in
2021 and 2020.



During both the 2021 second quarter and first six months, approximately 65% of
marine transportation's inland revenues were under term contracts and 35% were
spot contract revenues. During the 2020 second quarter and first six months,
approximately 65% and 60%, respectively, of marine transportation's inland
revenues were under term contracts and 35% and 40%, respectively, were spot
contract revenues. Inland time charters during the 2021 second quarter and first
six months represented 57% and 59%, respectively, of the inland revenues under
term contracts compared with 68% and 67% in the 2020 second quarter and first
six months, respectively. During both the 2021 second quarter and first six
months, approximately 80% of the coastal revenues were under term contracts and
20% were spot contract revenues. During both the 2020 second quarter and first
six months, approximately 85% of coastal revenues were under term contracts, and
15% were under spot contract revenues. Coastal time charters represented
approximately 85% of coastal revenues under term contracts during both the 2021
second quarter and first six months compared with approximately 90% during both
the 2020 second quarter and first six months. Term contracts have contract terms
of 12 months or longer, while spot contracts have contract terms of less than 12
months.





                                       18

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The following table summarizes the average range of pricing changes in term and spot contracts renewed during 2021 compared to contracts renewed during the corresponding quarter of 2020:





                                 Three months ended
                           March 31, 2021   June 30, 2021
Inland market:
Term decrease                 (7)% - (9)%     (6)% - (8)%
Spot decrease               (25)% - (30)%   (10)% - (15)%
Coastal market (a):
Term increase (decrease)        No change       No change
Spot increase (decrease)        No change       No change




(a)
Spot and term contract pricing in the coastal market are contingent on various
factors including geographic location, vessel capacity, vessel type, and product
serviced.



Effective January 1, 2021, annual escalators for labor and the producer price
index on a number of inland multi-year contracts resulted in rate increases on
those contracts of approximately 3%, excluding fuel.



The marine transportation segment operating margin was 5.6% for the 2021 second
quarter compared with 13.5% for the 2020 second quarter and 3.2% for the 2021
first six months compared to 13.0% for the 2020 first six months.



Distribution and Services



The Company, through its distribution and services segment, sells genuine
replacement parts, provides service mechanics to overhaul and repair engines,
transmissions, reduction gears and related oilfield services equipment, rebuilds
component parts or entire diesel engines, transmissions and reduction gears and
related equipment used in oilfield services, marine, power generation,
on-highway and other industrial applications. The Company also rents equipment
including generators, industrial compressors, railcar movers, and high capacity
lift trucks for use in a variety of industrial markets, and manufactures and
remanufactures oilfield service equipment, including pressure pumping units, for
land-based oilfield service customers.



For the 2021 second quarter and first six months, the distribution and services
segment generated 41% and 40%, respectively, of the Company's revenues, of which
83% and 86%, respectively, was generated from service and parts and 17% and 14%,
respectively, from manufacturing. The results of the distribution and services
segment are largely influenced by the economic cycles of the oilfield service
and oil and gas operator and producer markets, marine, power generation,
on-highway, and other industrial markets.



Distribution and services revenues for the 2021 second quarter and first six
months increased 42% and 5%, respectively, and operating income increased 144%
and 187%, respectively, compared with the 2020 second quarter and first six
months revenues and operating income. In the commercial and industrial market,
the increases in the 2021 second quarter compared to the 2020 second quarter
were primarily attributable to improved economic activity across the U.S. which
resulted in higher business levels in the on-highway and power generation
businesses.  The marine repair business was down slightly compared to the 2020
second quarter and first six months due to reduced service activity.  The
commercial and industrial market 2021 first six months was impacted by Winter
Storm Uri with reduced activity levels at many locations across the Southern
U.S. during the first quarter.  For the 2021 second quarter and first six
months, the commercial and industrial market contributed 62% and 65%,
respectively, of the distribution and services revenues.



In the oil and gas market, revenues increased compared to the 2020 second
quarter and first six months due to higher oilfield activity which resulted in
increased demand for new and overhauled engines, transmissions, parts, and
service.  The manufacturing business also experienced increases in orders and
deliveries of new and remanufactured pressure pumping equipment.  The oil and
gas market 2021 first six months was impacted by Winter Storm Uri with reduced
activity levels at many locations across Texas and Oklahoma during the first
quarter.  For the 2021 second quarter and first six months, the oil and gas
market contributed 38% and 35%, respectively, of the distribution and services
revenues.



The distribution and services segment operating margin for the 2021 second
quarter was 2.7% compared with (8.8)% for the 2020 second quarter and 2.1% for
the 2021 first six months compared to (2.6)% for the 2020 first six months. The
2020 second quarter results were adversely impacted by the bankruptcy of a large
oil and gas customer, resulting in a $3,339,000 bad debt expense charge and
severance expenses of $1,354,000 as a result of workforce reductions.



                                       19

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Outlook



Although the recent spike in COVID-19 cases in pockets of the U.S. and around
the world has created some uncertainty which could slow the pace of the economic
recovery, the Company expects further growth in both marine transportation and
distribution and services during the second half of 2021 as the U.S. and
international economies reopen.  Increasing supply chain and labor constraints
and delays of key components, particularly in distribution and services, could
defer some product sales and manufacturing deliveries in the second half of the
year.



In the inland marine transportation market, barge utilization in July improved
into the mid-80% range and is expected to gradually increase into the high 80%
to 90% range during the second half of 2021.  This increase in activity should
yield further improvements in the spot market, which currently represents
approximately 35% of inland revenue, and contribute favorably to revenues and
operating margins.  During the balance of 2021 and into 2022, term contracts
that renewed lower during the last several quarters should gradually reset to
reflect the improved market conditions.  Overall, inland revenues are expected
to increase in the second half of the year with inland operating margins in the
low double digits for the third quarter and further operating margin improvement
expected in the fourth quarter subject to seasonal weather disruptions and
potential COVID-19 issues slowing the economic recovery.



As of June 30, 2021, the Company estimated there were approximately 4,000 inland
tank barges in the industry fleet, of which approximately 350 were over 30 years
old and approximately 260 of those over 40 years old. The Company estimates that
approximately 60 to 75 new tank barges have been ordered for delivery in 2021
and many older tank barges, including an expected 26 by the Company, will be
retired, dependent on 2021 market conditions. Historically, 75 to 150 older
inland tank barges are retired from service each year industry-wide.  The extent
of the retirements is dependent on petrochemical and refinery production levels,
and crude oil and natural gas condensate movements, both of which can have a
direct effect on industry-wide tank barge utilization, as well as term and spot
contract rates.



In the coastal marine transportation market, market conditions are expected to
remain challenging for the remainder of the year, but increasing demand for
refined products is expected to contribute to modest improvement in spot market
activity levels.  As a result, the Company expects coastal barge utilization to
increase into the mid-70% range with the third and fourth quarter revenues and
operating margins modestly improved compared to the 2021 second quarter.



As of June 30, 2021, the Company estimated there were approximately 275 tank
barges operating in the 195,000 barrels or less coastal industry fleet, the
sector of the market in which the Company operates, and approximately 20 of
those were over 25 years old. The Company is aware of one announced small
specialized coastal ATB in the 195,000 barrels or less category that was
delivered in the 2021 first quarter with no further coastal barges currently
under construction.



The results of the distribution and services segment are largely influenced by
the cycles of the land-based oilfield service and oil and gas operator and
producer markets, marine, power generation, on-highway and other industrial
markets.  In the commercial and industrial market, continued economic
improvements are expected to contribute to enhanced activity levels in the
on-highway and power generation markets.  Third quarter results are also
expected to benefit from seasonal summer increases in demand for back-up power
generation rental equipment and Thermo King products and service.  These gains
are expected to be partially offset by modest seasonal reductions in marine
repair activity.



In the distribution and services oil and gas market, favorable commodity prices
and increasing well completions activity are expected to drive increased demand
for new transmissions, service, and parts for the duration of the year.  In
manufacturing, new orders for environmentally friendly pressure pumping and frac
related power generation equipment, as well as remanufacturing of existing
conventional equipment, is expected to boost demand in the second half of the
year.  Overall, compared to 2020, full year distribution and services revenues
are expected to increase by 15% to 25% with positive operating margins in the
low to mid-single digits.


While the COVID-19 pandemic has adversely impacted the Company's business, to date, it has not materially adversely impacted its ability to conduct its operations in either business segment. The Company has maintained business continuity and expects to continue to do so.





Acquisition



During the six months ended June 30, 2021, the Company purchased four inland
tank barges from a leasing company for $7,470,000 in cash. The Company had been
leasing the barges prior to the purchase. Financing of the purchase was through
cash provided by operating activities.

                                       20

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Results of Operations


The following table sets forth the Company's marine transportation and distribution and services revenues and the percentage of each to total revenues for the comparable periods (dollars in thousands):





                          Three months ended June 30,                          Six months ended June 30,
                   2021          %          2020          %           2021           %           2020           %
Marine
transportation   $ 332,887         59 %   $ 380,987         70 %   $   633,838         60 %   $   784,244         66 %
Distribution
and services       226,737         41       160,172         30         422,636         40         400,841         34
                 $ 559,624        100 %   $ 541,159        100 %   $ 1,056,474        100 %   $ 1,185,085        100 %




Marine Transportation



The following table sets forth the Company's marine transportation segment's
revenues, costs and expenses, operating income, and operating margin (dollars in
thousands):



                               Three months ended June 30,                 

Six months ended June 30,


                            2021            2020        % Change          2021          2020        % Change
Marine transportation
revenues                 $   332,887      $ 380,987           (13 )%   $  633,838     $ 784,244           (19 )%

Costs and expenses:
Costs of sales and
operating expenses           229,959        244,990            (6 )       444,084       510,885           (13 )
Selling, general and
administrative                28,272         26,816             5          58,850        58,740             -
Taxes, other than on
income                         8,677         11,122           (22 )        15,406        20,545           (25 )
Depreciation and
amortization                  47,501         46,684             2          95,080        91,983             3
                             314,409        329,612            (5 )       613,420       682,153           (10 )
Operating income         $    18,478      $  51,375           (64 )%   $   20,418     $ 102,091           (80 )%
Operating margins                5.6 %         13.5 %                         3.2 %        13.0 %



Marine Transportation Revenues

The following table shows the marine transportation markets serviced by the Company, the marine transportation revenue distribution, products moved and the drivers of the demand for the products the Company transports:





                 2021 Second      2021 Six
                   Quarter         Months
   Markets         Revenue        Revenue
   Serviced      Distribution   Distribution        Products Moved             Drivers
Petrochemicals       50%            50%        Benzene, Styrene,           Consumer
                                               Methanol, Acrylonitrile,    non-durables -
                                               Xylene, Naphtha, Caustic    70%, Consumer
                                               Soda, Butadiene,            durables - 30%
                                               Propylene
Black Oil            26%            26%        Residual Fuel Oil, Coker    Fuel for Power
                                               Feedstock, Vacuum Gas       Plants and
                                               Oil, Asphalt, Carbon        Ships, Feedstock
                                               Black Feedstock, Crude      for Refineries,
                                               Oil, Natural Gas            Road
                                               Condensate, Ship Bunkers    Construction
Refined              20%            20%        Gasoline, No. 2 Oil, Jet    Vehicle Usage,
Petroleum                                      Fuel, Heating Oil, Diesel   Air Travel,
Products                                       Fuel, Ethanol               Weather
                                                                           Conditions,
                                                                           Refinery
                                                                           Utilization
Agricultural          4%             4%        Anhydrous Ammonia,          Corn, Cotton and
Chemicals                                      Nitrogen - Based Liquid     Wheat
                                               Fertilizer, Industrial      Production,
                                               Ammonia                     Chemical
                                                                           Feedstock Usage




                                       21

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The Company's marine transportation segment's revenues for the 2021 second
quarter and first six months decreased 13% and 19%, respectively, compared with
the 2020 second quarter and first six months revenues. The decrease was
primarily due to reduced barge utilization in the inland and coastal markets as
well as reduced term and spot pricing in the inland market when compared to
2020, however, the year over year spot contract price decrease for the 2021
second quarter was partially offset by spot contract prices improving
approximately 10% from the 2021 first quarter to the 2021 second quarter. The
decrease was partially offset by the addition of the Savage fleet acquired on
April 1, 2020. The 2021 first six months was also heavily impacted by Winter
Storm Uri during the first quarter which shut down many Gulf Coast refineries
and chemical plants for an extended period of time starting in mid-February.
These emergency shutdowns resulted in significantly reduced liquids production
and lower volumes for the Company's inland marine transportation market during
the 2021 first quarter. The 2021 and 2020 first quarters were also impacted by
poor operating conditions including seasonal wind and fog along the Gulf Coast,
flooding on the Mississippi River, and various lock closures along the Gulf
Intracoastal Waterway, in addition to ice on the Illinois River during the 2021
first quarter and increased shipyard days on large capacity coastal vessels
during the 2020 first quarter. For the 2021 second quarter and first six months,
the inland tank barge fleet contributed 76% and 75%, respectively, and the
coastal fleet contributed 24% and 25%, respectively, of marine transportation
revenues. For the 2020 second quarter and first six months, the inland tank
barge fleet contributed 80% and 79%, respectively, and the coastal fleet
contributed 20% and 21%, respectively, of marine transportation revenues.



Inland tank barge utilization levels averaged in the mid-70% range during the
2021 first quarter and the low to mid-80% range during the 2021 second quarter.
In 2020, inland tank barge utilization levels averaged in the low to mid-90%
range during the 2020 first quarter and the mid-80% range during the 2020 second
quarter. The 2021 first six months and the 2020 second quarter were impacted by
reduced demand as a result of the COVID-19 pandemic and the resulting economic
slowdown. The 2021 second quarter was favorably impacted by the Colonial
Pipeline outage in May.  The 2021 first six months was also impacted by reduced
volumes as a result of Winter Storm Uri during the first quarter.  The 2020
first quarter experienced strong demand from petrochemicals, black oil, and
refined petroleum products customers. In addition, extensive delay days due to
poor operating conditions and lock maintenance projects in the 2020 first
quarter slowed the transport of customer cargoes and contributed to strong
utilization.



Coastal tank barge utilization levels averaged in the mid-70% range during the
2021 first quarter and the low to mid-70% range during the 2021 second quarter.
Coastal tank barge utilization levels averaged in the low to mid-80% range
during the 2020 first quarter and the mid-70% range during the 2020 second
quarter. The 2021 first six months and the 2020 second quarter were impacted by
reduced demand as a result of the COVID-19 pandemic and the resulting economic
slowdown.  Barge utilization in the coastal marine fleet continued to be
impacted by the oversupply of smaller tank barges in the coastal industry in
2021 and 2020.



The petrochemical market, the Company's largest market, contributed 50% of
marine transportation revenues for both the 2021 second quarter and first six
months reflecting reduced volumes from Gulf Coast petrochemical plants for both
domestic consumption and to terminals for export destinations as a result of the
COVID-19 pandemic.  During the 2021 first quarter, as much as 80% of U.S.
chemical plant capacity was offline at the peak of Winter Storm Uri,
contributing to significantly reduced volumes and revenues; however, volumes and
revenues sequentially improved in the 2021 second quarter as chemical plants
resumed full operations by May.



The black oil market, which contributed 26% of marine transportation revenues
for both the 2021 second quarter and first six months, reflected reduced demand
as refinery production levels and the export of refined petroleum products and
fuel oils declined as a result of the COVID-19 pandemic.  During the 2021 first
quarter, U.S. refinery utilization dropped to near 40% during the peak of Winter
Storm Uri, contributing to significantly reduced volumes and revenues; however,
refinery utilization increased back to near 90% in the 2021 second quarter
contributing to sequentially increased volumes and revenues.  During the 2021
second quarter and first six months, the Company continued to transport crude
oil and natural gas condensate produced from the Permian Basin as well as
reduced volumes from the Eagle Ford shale formation in Texas, both along the
Gulf Intracoastal Waterway with inland vessels and in the Gulf of Mexico with
coastal equipment. Additionally, the Company transported volumes of Utica
natural gas condensate downriver from the Mid-Atlantic to the Gulf Coast and
Canadian and Bakken crude downriver from the Midwest to the Gulf Coast.



The refined petroleum products market, which contributed 20% of marine
transportation revenues for both the 2021 second quarter and first six months,
reflected lower volumes in both the inland and coastal markets as a result of
reduced demand related to the COVID-19 pandemic.  In addition, during the 2021
first quarter, U.S. refinery utilization dropped to near 40% during the peak of
Winter Storm Uri, contributing to significantly reduced volumes and revenues;
however, refinery utilization increased back to near 90% in the 2021 second
quarter contributing to sequentially increased volumes and revenues.



The agricultural chemical market, which contributed 4% of marine transportation
revenues for both the 2021 second quarter and first six months, saw modest
reductions in demand for transportation of both domestically produced and
imported products, primarily due to reduced demand associated with the COVID-19
pandemic.



                                       22

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For the 2021 second quarter, the inland operations incurred 2,922 delay days, 4%
more than the 2,815 delay days that occurred during the 2020 second quarter. For
the first six months of 2021, the inland operations incurred 5,776 delay days,
21% fewer than the 7,305 delay days that occurred during the 2020 first six
months. Delay days measure the lost time incurred by a tow (towboat and one or
more tank barges) during transit when the tow is stopped due to weather, lock
conditions, or other navigational factors. Delay days for the 2021 and 2020
first six months reflected poor operating conditions due to heavy wind and fog
along the Gulf Coast, high water conditions on the Mississippi River System, and
closures of key waterways as a result of lock maintenance projects during the
2021 and 2020 first quarters. The decrease in delay days in the 2021 first six
months reflects reduced volumes and barge utilization compared to the 2020 first
six months while the increase in delay days in the 2021 second quarter reflects
significant lock closures along the Gulf Intracoastal Waterway compared to the
2020 second quarter.



During both the 2021 second quarter and first six months, approximately 65% of
marine transportation's inland revenues were under term contracts and 35% were
spot contract revenues. During the 2020 second quarter and first six months,
approximately 65% and 60%, respectively, of marine transportation's inland
revenues were under term contracts and 35% and 40%, respectively, were spot
contract revenues. Inland time charters during the 2021 second quarter and first
six months represented 57% and 59%, respectively, of the inland revenues under
term contracts compared with 68% and 67% in the 2020 second quarter and first
six months, respectively. During both the 2021 second quarter and first six
months, approximately 80% of the coastal revenues were under term contracts and
20% were spot contract revenues. During both the 2020 second quarter and first
six months, approximately 85% of coastal revenues were under term contracts, and
15% were under spot contract revenues. Coastal time charters represented
approximately 85% of coastal revenues under term contracts during both the 2021
second quarter and first six months compared with approximately 90% during both
the 2020 second quarter and first six months.



The following table summarizes the average range of pricing changes in term and spot contracts renewed during 2021 compared to contracts renewed during the corresponding quarter of 2020:





                                 Three months ended
                           March 31, 2021   June 30, 2021
Inland market:
Term decrease                 (7)% - (9)%     (6)% - (8)%
Spot decrease               (25)% - (30)%   (10)% - (15)%
Coastal market (a):
Term increase (decrease)        No change       No change
Spot increase (decrease)        No change       No change




(a)
Spot and term contract pricing in the coastal market are contingent on various
factors including geographic location, vessel capacity, vessel type, and product
serviced.



Effective January 1, 2021, annual escalators for labor and the producer price
index on a number of inland multi-year contracts resulted in rate increases on
those contracts of approximately 3%, excluding fuel.



Marine Transportation Costs and Expenses





Costs and expenses for the 2021 second quarter and first six months decreased 5%
and 10%, respectively, compared with the 2020 second quarter and first six
months. Costs of sales and operating expenses for the 2021 second quarter and
first six months decreased 6% and 13%, respectively, compared with the 2020
second quarter and first six months, respectively, primarily due to cost
reductions across the segment, including a reduction in towboats during the 2020
last nine months and the 2021 first quarter and a reduction in maintenance
expenses, partially offset by the addition of the Savage fleet in April 2020.



The inland marine transportation fleet operated an average of 260 towboats
during the 2021 second quarter, of which an average of 42 were chartered,
compared with 324 during the 2020 second quarter, of which an average of 59 were
chartered. The decrease was primarily due to chartered towboats released during
the 2020 last six months and the 2021 first quarter. Generally, as demand or
anticipated demand increases or decreases, as new tank barges are added to or
removed from the fleet, as chartered towboat availability changes, or as weather
or water conditions dictate, the Company charters in or releases chartered
towboats in an effort to balance horsepower needs with current requirements. The
Company has historically used chartered towboats for approximately one-fourth of
its horsepower requirements.



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During the 2021 second quarter, the inland operations consumed 11.8 million
gallons of diesel fuel compared to 13.5 million gallons consumed during the 2020
second quarter. The average price per gallon of diesel fuel consumed during the
2021 second quarter was $2.06 per gallon compared with $1.12 per gallon for the
2020 second quarter. During the 2021 first six months, the inland operations
consumed 22.6 million gallons of diesel fuel compared to 26.1 million gallons
consumed during the 2020 first six months. The average price per gallon of
diesel fuel consumed during the 2021 first six months was $1.86 per gallon
compared with $1.55 per gallon for the 2020 first six months. Fuel escalation
and de-escalation clauses on term contracts are designed to rebate fuel costs
when prices decline and recover additional fuel costs when fuel prices rise;
however, there is generally a 30 to 90 day delay before contracts are adjusted.
Spot contracts do not have escalators for fuel.



Selling, general and administrative expenses for the 2021 second quarter increased 5% and was flat for the first six months compared with the 2020 second quarter and first six months. The increase in the 2021 second quarter was primarily due to higher incentive compensation accruals.





Taxes, other than on income, for the 2021 second quarter and first six months
decreased 22% and 25%, respectively, compared with the 2020 second quarter and
first six months, primarily due to lower property taxes on marine transportation
equipment and lower waterway use taxes.



Depreciation and amortization for the 2021 second quarter and first six months
increased 2% and 3%, respectively, compared to the 2020 second quarter and first
six months. The increase in the 2021 first six months reflects the acquisition
of the Savage fleet in April 2020.



Marine Transportation Operating Income and Operating Margin





Marine transportation operating income for the 2021 second quarter and first six
months decreased 64% and 80%, respectively, compared with the 2020 second
quarter and first six months. The 2021 second quarter operating margin was 5.6%
compared with 13.5% for the 2020 second quarter. The 2021 first six months
operating margin was 3.2% compared with 13.0% for the 2020 first six months. The
decreases in operating income and operating margin were primarily due to reduced
barge utilization in the inland and coastal markets as well as decreased term
and spot contract pricing in the inland market, each as a result of a reduction
in demand due to the COVID-19 pandemic as well as the impact of reduced volumes
as a result of Winter Storm Uri, partially offset by cost reductions throughout
the organization, including chartered towboats released during the 2020 last
nine months and the 2021 first quarter.



Distribution and Services


The following table sets forth the Company's distribution and services segment's revenues, costs and expenses, operating income (loss), and operating margin (dollars in thousands):





                               Three months ended June 30,                  

Six months ended June 30,


                            2021           2020         % Change        2021          2020         % Change
Distribution and
services revenues        $   226,737     $ 160,172             42 %   $ 422,636     $ 400,841              5 %

Costs and expenses:
Costs of sales and
operating expenses           180,096       128,549             40       329,223       316,222              4
Selling, general and
administrative                32,987        37,225            (11 )      69,475        75,197             (8 )
Taxes, other than on
income                         1,658         1,912            (13 )       3,150         3,882            (19 )
Depreciation and
amortization                   5,840         6,633            (12 )      11,721        15,969            (27 )
                             220,581       174,319             27       413,569       411,270              1
Operating income
(loss)                   $     6,156     $ (14,147 )          144 %   $   9,067     $ (10,429 )          187 %
Operating margins                2.7 %        (8.8 )%                       2.1 %        (2.6 )%




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Distribution and Services Revenues





The following table shows the markets serviced by the Company's distribution and
services segment, the revenue distribution, and the customers for each market:



                            2021 Second      2021 Six
                              Quarter         Months
                              Revenue        Revenue
    Markets Serviced        Distribution   Distribution              Customers
Commercial and Industrial       62%            65%        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, Pleasure Crafts, On
                                                          and Off-Highway Transportation,
                                                          Power Generation, Standby Power
                                                          Generation, Pumping Stations,
                                                          Mining
Oil and Gas                     38%            35%        Oilfield Services, Oil and Gas
                                                          Operators and Producers




Distribution and services revenues for the 2021 second quarter and first six
months increased 42% and 5%, respectively compared with the 2020 second quarter
and first six months revenues. In the commercial and industrial market, the
increase in the 2021 second quarter compared to the 2020 second quarter was
primarily attributable to improved economic activity across the U.S. which
resulted in higher business levels in the on-highway and power generation
businesses.  The marine repair business was down slightly compared to the 2020
second quarter and first six months due to reduced service activity.  The
commercial and industrial market 2021 first six months was impacted by Winter
Storm Uri with reduced activity levels at many locations across the Southern
U.S. during the first quarter.  For the 2021 second quarter and first six
months, the commercial and industrial market contributed 62% and 65%,
respectively, of the distribution and services revenues.



In the oil and gas market, revenues increased compared to the 2020 second
quarter and first six months due to higher oilfield activity which resulted in
increased demand for new and overhauled engines, transmissions, parts, and
service. The manufacturing business also experienced increases in orders and
deliveries of new and remanufactured pressure pumping equipment.  The oil and
gas market 2021 first six months was impacted by Winter Storm Uri with reduced
activity levels at many locations across Texas and Oklahoma during the first
quarter.  For the 2021 second quarter and first six months, the oil and gas
market contributed 38% and 35%, respectively, of the distribution and services
revenues.


Distribution and Services Costs and Expenses





Costs and expenses for the 2021 second quarter and first six months increased
27% and 1%, respectively, compared with the 2020 second quarter and first six
months. Costs of sales and operating expenses for the 2021 second quarter and
first six months increased 40% and 4%, respectively, compared with the 2020
second quarter and first six months, reflecting higher demand in the on-highway
and power generation businesses in commercial and industrial markets in the 2021
second quarter. The increase also reflects higher demand for new and overhauled
transmissions and related parts and service and increased demand for new
pressure pumping equipment in the oil and gas market.



Selling, general and administrative expenses for the 2021 second quarter and
first six months decreased 11% and 8%, respectively, compared to the 2020 second
quarter and first six months.  The decrease was primarily due to a bad debt
expense charge of $3,339,000 as a result of the bankruptcy of a large oil and
gas customer and $1,354,000 of severance expense as a result of workforce
reductions each during the 2020 second quarter.



Depreciation and amortization for the 2021 second quarter and first six months
decreased 12% and 27%, respectively, compared to the 2020 second quarter and
first six months.  The decrease during the 2021 first six months was primarily
due to lower amortization of intangible assets other than goodwill, which were
impaired during the 2020 first quarter.  The decrease during the 2021 second
quarter also reflected certain equipment and leasehold improvements acquired
from Stewart & Stevenson LLC becoming fully depreciated during 2020.



                                       25

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Distribution and Services Operating Income (Loss) and Operating Margin





Operating income for the distribution and services segment for the 2021 second
quarter and first six months increased 144% and 187%, respectively, compared
with the 2020 second quarter and first six months. The operating margin for the
2021 second quarter was 2.7% compared with (8.8)% for the 2020 second quarter
and 2.1% for the 2021 first six months compared to (2.6)% for the 2020 first six
months. The results reflect increased business levels in both the commercial and
industrial and oil and gas markets and a return to profitability, partially
offset by higher costs and expenses.



(Gain) Loss on Disposition of Assets





The Company reported a net gain on disposition of assets of $2,119,000 for the
2021 second quarter compared with a net loss of $189,000 for the 2020 second
quarter. The Company reported a net gain on disposition of assets of $4,252,000
for the 2021 first six months and $303,000 for the 2020 first six months. The
net gains and loss were primarily from sales of marine equipment.



Other Income and Expenses


The following table sets forth impairments and other charges, other income, noncontrolling interests, and interest expense (dollars in thousands):





                             Three months ended June 30,                    

Six months ended June 30,


                          2021            2020        % Change         2021           2020         % Change
Impairments and
other charges          $         -      $       -             - %    $       -     $ (561,274 )         (100 )%
Other income           $     2,523      $   2,290            10 %    $   6,314     $    5,013             26 %
Noncontrolling
interests              $      (162 )    $    (261 )         (38 )%   $    (417 )   $     (539 )          (23 )%
Interest expense       $   (10,706 )    $ (12,708 )         (16 )%   $ (21,672 )   $  (25,507 )          (15 )%



Impairments and Other Charges





Impairments and other charges in the 2020 first six months includes $561,274,000
before taxes, $433,341,000 after taxes, or $7.24 per share, non-cash charges
related to inventory write-downs, impairment of long-lived assets, including
intangible assets and property and equipment, and impairment of goodwill in the
distribution and services segment. See Note 7, Impairments and Other Charges in
the financial statements for additional information.



Other Income



Other income for the 2021 and 2020 second quarters includes income of $2,325,000
and $1,467,000, respectively, and the 2021 and 2020 first six months includes
income of $4,308,000 and $3,639,000, respectively, for all components of net
benefit costs except the service cost component related to the Company's defined
benefit plans. Other income for the 2021 first six months also includes interest
income from the Company's 2019 federal income tax refund received in February
2021.



Interest Expense



The following table sets forth average debt and average interest rate (dollars
in thousands):



                          Three months ended June 30,          Six months ended June 30,
                             2021               2020              2021             2020
Average debt            $     1,330,618      $ 1,700,111     $    1,373,873     $ 1,571,072
Average interest rate               3.2 %            3.0 %              3.1 %           3.2 %




Interest expense for the 2021 second quarter and first six months decreased 16%
and 15%, respectively, compared with the 2020 second quarter and first six
months, primarily due to a lower average debt outstanding as a result of debt
repayments since the 2020 first quarter. There was no capitalized interest
excluded from interest expense during the 2021 or 2020 first six months.



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(Provision) Benefit for Taxes on Income





During the 2020 second quarter and first six months, pursuant to provisions of
the CARES Act, net operating losses generated during 2018 through 2020 were used
to offset taxable income generated between 2013 through 2017.  Net operating
losses carried back to tax years 2013 through 2017 were applied at the higher
federal statutory tax rate of 35% compared to the statutory rate of 21% in
effect at June 30, 2020.  The Company generated an effective tax rate benefit in
the 2020 second quarter and first six months as a result of such carrybacks.

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