##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number 000-49717
  Crowley Maritime
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3148464(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)9487 Regency Square
    Boulevard,
    Jacksonville, FL(Address of principal
    executive offices)

32225(Zip Code)   Registrants telephone number, including area code:
 (904)
    727-2200
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredNone

None   Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, par value $.01 per share
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



CROWLEY
    MARITIME CORPORATION
  Form 10-K
    For the Year Ended December 31, 2006
    TABLE OF CONTENTS
  PagePART IItem 1.


Business


2Executive
    Officers


16Item 1A.


Risk
    Factors


16Item 1B.


Unresolved Staff
    Comments


21Item 2.


Properties


21Item 3.


Legal
    Proceedings


22Item 4.


Submission of
    Matters to a Vote of Security Holders


24PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer
    Purchases of Equity Securities


24Item 6.


Selected Financial
    Data


25Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


27Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


48Item 8.


Financial
    Statements and Supplementary Data


50Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


91Item 9A.


Controls and
    Procedures


91Item 9B.


Other
    Information


92PART IIIItem 10.


Directors and
    Executive Officers and Corporate Governance


93Item 11.


Executive
    Compensation


94Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


103Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


105Item 14.


Principal
    Accounting Fees and Services


106PART IVItem 15.


Exhibits, Financial
    Statement Schedules


108SIGNATURES


113EXHIBIT
    INDEX


115EX-3.4: AMENDED AND RESTATED BY-LAWSEX-10.9: SUMMARY OF NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION ARRANGEMENTSEX-21: SUBSIDIARIESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONS   i




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Form 10-K Exhibits (Form 10-K)
    
    changes in worldwide demand for petroleum products, chemicals
    and other cargo shipped by the Companys customers;
    the cyclical nature of the shipping markets in which the
    Companys Liner Services segment operates;
    the extent of salvage operations undertaken by the Company,
    costs incurred, successful completion, timing and the ultimate
    amount of the settlement or arbitration award;
    changes in domestic and foreign economic, political, military
    and market conditions;
    the effect of, and the costs of complying with, federal, state
    and foreign laws and regulations;
    the impact on the Companys business and financial
    condition of recent and future: (a) acquisitions by the
    Company; and (b) joint ventures to which the Company is or
    may become a party;
    fluctuations in fuel prices and the Companys ability to
    pass on increases in fuel costs to its customers;
    the Companys ongoing need to be timely in replacing or
    rebuilding certain of its tankers and barges currently used to
    carry petroleum products in its Petroleum Services segment and
    carry cargo and equipment (such as containers, trailers and
    chassis) in its Liner Services segment;
    competition for the Companys services in the various
    markets in which it operates;
    risks affecting the Companys ability to operate its
    vessels or carry out scheduled voyages, such as catastrophic
    marine disaster, adverse weather and sea conditions, and oil,
    chemical and other hazardous substance spills;
    the effect of pending asbestos or other toxic tort related
    litigation and related investigations and proceedings;
    the state of relations between the Company and its unionized
    work force, as well as the effects of possible strikes or other
    related job actions; and
    risks associated with the Companys foreign operations.      Form 10-K
 1




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##### Table of Contents



PART I  Item 1.
    Business.  (904) 727-2200. http://www.crowley.com Form 10-K.
  COMPANY
    OVERVIEW
    
    Liner Services provides ocean transportation services between
    designated ports in Puerto Rico, Central America and the
    Caribbean Islands, as well as a broad range of cargo
    transportation services including the carriage of containers,
    trailers, vehicles and oversized cargo.
    Logistics Services provides freight forwarding, ocean
    transportation services, airfreight services, warehousing and
    distribution services, customs clearance, trucking and other
    logistics optimization activities intended to create
    efficiencies in the carriage of goods for third parties.
    Marine Services provides ship assist and escort services
    (including ship assist, tanker escort, docking and related
    services, fire fighting, emergency towing and oil spill
    response) and specialized services on a worldwide basis to
    companies engaged in the exploration, production and
    distribution of oil and gas. Other services offered are turnkey
    project management for major infrastructure projects as well as
    logistics and inventory control services for the oil and gas
    industry. In addition, Marine Services also provides worldwide
    marine salvage and marine wreck removal services as well as
    vessel management services to third parties.
    Petroleum Services transports crude oil, petroleum products and
    chemicals among ports in the contiguous United States, Alaska
    and the Gulf of Mexico. Petroleum Services also operates a
    refined petroleum products distribution business in Alaska which
    utilizes, among other things, owned or leased tank farms, fuel
    distribution centers, gas stations and retail delivery.
    Petroleum Services also provides vessel management services to
    third parties.         2




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##### Table of Contents



NumberClass of Vessel

of VesselsOwned VesselsTankers


2580 RO/RO Barges


4730 RO/RO Barges


5Integrated Tug/Barge units


2Articulated Tug/Barge units


6Offshore Tugs


50Tractor Tugs


15River Tugs


271,000-5,999 DWT Barges


466,000-20,000 DWT Barges


27Miscellaneous Barges


2186Chartered VesselsOil Spill Recovery


56LO/LO Ships


4RO/RO Ships


11Miscellaneous Vessels


475Managed Vessels


23Total Vessels


284       Liner
    Services
   3




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##### Table of Contents



The
    Puerto Rico and Caribbean Islands Service
    
    ports in the United States North Atlantic and ports in Puerto
    Rico; and
    ports in the United States South Atlantic and ports in Puerto
    Rico, U.S. Virgin Islands, certain Caribbean Islands and
    the Bahamas.          The
    Latin America Service
    
    ports in the United States South Atlantic and ports in the
    Northern Zone of Central America, the Southern Zone of Central
    America, the Dominican Republic, Haiti, and Cuba; and
    ports in the Gulf of Mexico and ports in the Northern Zone of
    Central America.           4




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##### Table of Contents



MARINE
    TERMINALS AND CONTAINER YARDS
  Location

AcresJacksonville, Florida

82.0San Juan, Puerto Rico

82.3Port Everglades, Florida

68.5Pennsauken, New Jersey

59.0Panama City, Panama

9.6San Pedro Sula, Honduras

7.9Limon, Costa Rica

7.0Guatemala City, Guatemala

6.8St. Thomas, Virgin Islands

5.0Tegucigalpa, Honduras

4.4San Salvador, El Salvador

3.6Puerto Cortez, Honduras

3.6Soyapango, El Salvador

3.1Heredia, Costa Rica

2.8Santo Tomas, Guatemala

1.4   Logistics
    Services
    
    freight forwarding, ocean transportation and airfreight to
    points throughout the world;
    warehousing and distribution services, customs clearance and
    trucking within the United States and Central America; and
    full package activities intended to create efficiencies in the
    carriage of goods. 5




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##### Table of Contents



WAREHOUSE
    AND DISTRIBUTION SPACE
  Location

Square FeetMiami, Florida


147,850Guatemala City, Guatemala


73,930Jacksonville, Florida


34,000Export Salva, El Salvador


24,582Buena Vista, Honduras


20,659Mixco, Guatemala


12,917   Marine
    Services
             6




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Petroleum
    Services
       7




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and/or
   8




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ALASKA
    TANK FARMS
  Location

Storage Capacity(In barrels)Bethel


370,054Kotzebue


155,000Nome


115,000Captains Bay


60,000St. Michael


35,976Galena


28,114Nenana


26,483Fort Yukon


17,575Aniak


15,460St. Marys


12,314Hooper Bay


12,285McGrath


8,988Iliamna


6,743Glennallen


4,667Valdez


2,619Parks Highway


2,572Delta Junction


2,100Palmer


1,857Talkeetna


1,786Kenai


857Fairbanks


714Anchorage


429     Corporate
    Services
    SEASONALITY
   9




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CUSTOMERS
        COMPETITION
      Liner
    Services
   10




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Logistics
    Services
    Marine
    Services
      Petroleum
    Services
    GOVERNMENT
    REGULATION
    and/or
     11




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Jones
    Act
        Environmental
    Regulation
  200-mile
    Oil
    Pollution Act Of 1990
  200-mile
 12




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##### Table of Contents




    natural resources damages and the costs of assessment thereof;
    damages for injury to, or economic losses resulting from the
    destruction of, real and personal property;
    the net loss of taxes, royalties, rents, fees and profits by the
    United States government, and any state or political subdivision
    thereof;
    lost profits or impairment of earning capacity due to property
    or natural resources damage;
    the net costs of providing increased or additional public
    services necessitated by a spill response, such as protection
    from fire, safety or other hazards; and
    the loss of subsistence use of natural resources.       13




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Title XI
    Construction
    Reserve Fund
    Capital
    Construction Fund
       14




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International
      EMPLOYEES
   15




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EXECUTIVE
    OFFICERS    Principal Occupations and BusinessName of Executive
    Officer

Age

Experience During the Past Five
    YearsThomas B. Crowley, Jr.


40


Chairman of the Board of
    Directors, President and Chief Executive Officer of the Company
    since 1994.William A. Pennella


62


Vice Chairman of the Board of
    Directors of the Company since September 2000; Executive Vice
    President of the Company since January 1996.Daniel L. Warner


38


Senior Vice President and
    Treasurer of the Company since January 1, 2006; Vice
    President and Treasurer of the Company since June 2005; Finance
    Director of Puerto Rico and Caribbean Islands Services from
    February 2005 to June 2005; Finance Director of Logistics
    Services from November 2002 to February 2005; Senior Planning
    Analyst from November 2001 to November 2002.Arthur F. Mead III


40


Senior Vice President and General
    Counsel and Assistant Secretary of the Company since
    January 1, 2006; Vice President and General Counsel to
    Liner Services and Logistics Services from August 2005 to
    January 2006. Assistant General Counsel to the Company from
    January 2001 through August 2005.John C. Calvin


47


Senior Vice President and
    Controller of the Company since January 2005; Vice President and
    Controller of the Company from September 2000 to December 2004;
    Director of Corporate Planning of the Company from January 1999
    to September 2000.Susan L. Rodgers


57


Senior Vice President of
    Administration of the Company since January 2005; Vice
    President, Human Resources of the Company from January 1997 to
    December 2004.Richard L. Swinton


59


Vice President, Tax and Audit of
    the Company since September 2000; Controller of the Company from
    August 1994 to September 2000   Item 1A.
    Risk
    Factors.    Demand
    for our services is dependent on a number of factors beyond our
    control, which can negatively impact our operating
    results
    
    worldwide demand for petroleum and chemicals products and other
    cargo shipped by our customers; 16




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
    local and international political and economic conditions and
    policies; and
    weather conditions.    Liner
    Services is subject to economic factors and the cyclical nature
    of its business can cause fluctuations in earnings
    Fluctuation
    of fuel prices may influence our results
        The
    nature of Marine Services contracts may add volatility to our
    results of operations
    The
    Company faces intense competition that could adversely affect
    its ability to increase market share and could reduce its
    profitability
  and/or
   17




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The
    Company may incur significant costs, liabilities and penalties
    in complying with government regulations
      Petroleum
    Services deploys several vessels which, in their present
    condition, will not be permitted to carry petroleum products in
    United States waters as of certain dates occurring between 2010
    and 2015 which could impact profitability
    Liner
    Services vessels used in the Puerto Rico and Caribbean Island
    Service are reaching the end of their useful lives and failure
    to replace them could impact profitability
    Marine-related
    risks could lead to the disruption of our services and added
    liabilities
    Adverse
    outcomes in our asbestos-related lawsuits could harm our
    financial condition, results of operation and cash
    flows
   18




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and/or
  Insurance
    coverage may not protect the Company from all of the liabilities
    that could arise from the risks inherent in its
    businesses
      We
    depend on attracting and retaining qualified, skilled employees
    to operate our businesses and protect our know-how
      Actions
    by our unionized labor could harm our financial condition,
    results of operation or cash flows
    Our
    international operations pose additional risks that can
    negatively impact our financial condition, results of operations
    or cash flows
   19




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Other
    business risks, known and unknown, may impact our
    results
    
    manage our costs effectively;
    finance our operations and construct new vessels on acceptable
    terms;
    charter our vessels on acceptable terms; and
    manage these risks successfully.  There
    is no established public trading market for our stock so shares
    are difficult to sell
  over-the-counter
  Mr. Crowley
    can exercise control over all matters requiring stockholder
    approval and could make decisions about our business that
    conflict with other stockholders interests
    
    the composition of our board of directors and, through it, any
    determination with respect to our business direction and
    policies, including the appointment and removal of officers;
    any determinations with respect to mergers or other business
    combinations;
    our acquisition or disposition of assets;
    our financing arrangements; and
    the payment of dividends on our stock.   20




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Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.     21




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Item 3.
    Legal
    Proceedings.  General
    Litigation
    Asbestos
    Litigation
             22




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2006


2005


2004Number of claims filed


66



62



60Number of claims settled


5



6



12Number of claims dismissed


3



6



20Total settlements paid

$
83


$
93


$
6,488Average settlement

$
17


$
16


$
541Legal expenses paid

$
607


$
571


$
898Insurance proceeds received

$
6,377


$
77


$
298     Litigation
    Involving Directors
  Franklin
    Balance Sheet Investment Fund v. Crowley
    (Franklin),
 23




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  over-the-counter
  mark-up,
  HIGH


LOWFiscal Year Ended
    December 31, 2006Fourth Quarter

$
1,925


$
1,800Third Quarter

$
2,000


$
1,800Second Quarter

$
1,900


$
1,505First Quarter

$
1,505


$
1,500Fiscal Year Ended
    December 31, 2005Fourth Quarter

$
1,500


$
1,419Third Quarter

$
1,419


$
1,300Second Quarter

$
1,300


$
1,175First Quarter

$
1,175


$
1,100        24




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Maximum Number(or ApproximateTotal Number of


Dollar Value) ofTotal Number


Average


Shares (or Units)


Shares (or Units)of Shares


Price Paid


Purchased as part of


that May Yet Be(or Units)


per Share


Publicly Announced


Purchased Under thePeriod

Purchased


(or Unit)


Plans or Programs


Plans or ProgramsOctober 1 - 31, 2006


93


$
2,220.83



N/A



N/ANovember 1 - 30, 2006


45



2,191.04



N/A



N/ADecember 1 - 31, 2006


220



2,074.96



N/A



N/A   Item 6.
    Selected
    Financial Data.   25




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SELECTED
    CONSOLIDATED FINANCIAL DATA
    (In thousands, except per share data)
  Year ended December 31,2006


2005


2004


2003


2002STATEMENT OF OPERATIONS DATA:Revenues

$
1,467,686


$
1,190,813


$
990,401


$
959,780


$
951,243Operating income


82,330



80,800



29,016



37,268



35,487Income from continuing operations


38,286



42,389



9,889



12,029



15,881Gain (loss) from discontinued
    operations, including gain/loss on disposal, net of tax


71



(3,513
)


15,026



1,212



1,391Cumulative effect of change in
    accounting principle, net of tax














(420
)


Net income


38,357



38,876



24,915



12,821



17,272Preferred stock dividends


(1,575
)


(1,575
)


(1,575
)


(1,575
)


(1,666
)Change in fair value of redeemable
    common stock


(2,480
)


(330
)










Net income attributable to common
    stockholders

$
34,302


$
36,971


$
23,340


$
11,246


$
15,606Basic Earnings Per Common Share:Income from continuing operations

$
255.79


$
300.94


$
61.45


$
77.04


$
104.51Gain (loss) from discontinued
    operations


0.53



(26.11
)


111.05



8.93



10.23Cumulative effect of change in
    accounting principle














(3.10
)


Net income

$
256.32


$
274.83


$
172.50


$
82.87


$
114.74Diluted Earnings Per Common Share:Income from continuing operations

$
222.77


$
260.54


$
61.21


$
74.28


$
97.31Gain (loss) from discontinued
    operations


0.44



(21.76
)


93.01



7.48



8.58Cumulative effect of change in
    accounting principle














(2.59
)


Net income

$
223.21


$
238.78


$
154.22


$
79.17


$
105.89   26




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As of December 31,2006


2005


2004


2003


2002BALANCE SHEET DATA:Current assets

$
381,781


$
287,779


$
366,935


$
370,728


$
233,293Non current assets


836,837



770,932



613,822



642,242



650,568Total assets

$
1,218,618


$
1,058,711


$
980,757


$
1,012,970


$
883,861Current liabilities

$
279,740


$
243,832


$
203,332


$
214,372


$
192,644Other non current liabilities


156,703



132,127



112,210



126,488



117,392Long-term debt, net of current
    portion


389,882



322,686



341,380



372,373



285,895Redeemable common stock


10,048



8,183



8,700



9,259



9,618Stockholders equity


382,245



351,883



315,135



290,478



278,312Total liabilities, redeemable
    common stock and stockholders equity

$
1,218,618


$
1,058,711


$
980,757


$
1,012,970


$
883,861   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    Executive
    Summary
  Acquisitions
    and Dispositions
    Acquisitions
  
    On January 1, 2006, the Company acquired all of the stock
    of Columbus Distributing, Inc. and Ev-Jo, Inc. (collectively
    CDI), a fuel distribution business in Alaska, for
    cash of $5.0 million, net of $.5 million cash
    acquired. The acquisition of CDI further expands the
    Companys Alaskan fuel distribution business and is
    reported under the Petroleum Services segment.
    On October 1, 2006, the Company acquired certain assets of
    Fast Fuel LLC, (Fast Fuel), a fuel distribution
    business in Alaska, for a purchase price of $1.5 million.
    The purchase of the Fast Fuel assets complements the
    Companys fuel distribution operations in Alaska and is
    reported under the Petroleum Services segment.
    In January 2007, the Company acquired the tanker escort business
    of SeaRiver Maritime, Inc. (SeaRiver), for a cash
    purchase price of $7.5 million consisting of bareboat
    charters for two vessels, a revenue sharing agreement, a pier
    lease agreement, customer list and a non-compete agreement.
    There were no fixed or tangible assets purchased in this
    acquisition. This purchase complements the Companys ship
    assist operations in the San Francisco Bay, California area
    and will be reported under the Marine Services segment.  Construction Contracts
  
    In February 2006, the Company entered into a construction
    contract for two heavy lift barges and in January 2007, the
    Company entered into a construction contract for one heavy lift
    barge for a combined contract price of $41.7 million
    (including cost of owner-furnished equipment). The Company
    intends to deploy these barges in its Marine Services segment
    during 2007.
    On September 1, 2006, the Company entered into a contract
    for the construction of four articulated tug/barge units
    (ATBs) at a contract price of $47.1 million
    each. Including the cost of owner-furnished equipment, the
    aggregate cost of constructing the four vessels is expected to
    be approximately $236.4 million. Over the 27




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last three years, the Company has contracted for a total of ten
    ATBs to be constructed, two of which were delivered in 2006.  Critical
    Accounting Policies
    Long-Lived
    Asset Depreciation, Amortization and Impairment
      Dry-docking
      Goodwill
    and Intangibles
  Goodwill and Other Intangible Assets,
 28




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Revenue
    Recognition
    
    Liner Services  revenue is recognized on the
    proportional performance basis over each voyage by load and
    discharge port.
    Logistics Services  revenue is recognized as services
    are provided.
    Marine Services  revenue is recognized as services
    are provided for ship assist and tanker escort, docking and
    related services. Management fees for third party vessel
    management services are recognized as services are provided.
    Revenue from other contracts is recognized as services are
    provided or on the proportional performance basis, depending on
    the type of service provided. See the accounting policy
    LOF Contract Cost Recoveries for revenue recognition
    related to LOF salvage contracts.
    Petroleum Services  revenues from fuel sales and
    management fees for third party vessel management services are
    recognized as services are provided. Revenue from ocean and
    river transportation contracts is recognized on the proportional
    performance basis. Revenue from long-term time charters of
    vessels with annual escalation clauses are recognized on the
    straight-line basis.    LOF
    Contract Cost Recoveries
   29




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e.g.
    Accounting for Contingencies
  Insurance
    Reserves
    Litigation
    and Environmental Reserves
     30




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Results
    of Operations
  Comparison
    of Consolidated Results of Operations for the Years Ended
    December 31, 2006 and 2005
    CONSOLIDATED
    STATEMENTS OF OPERATIONS
    (In thousands, except per share amounts)
  Year Ended December 31,2006


2005Revenues:Operating revenues

$
1,068,439


$
997,453Fuel sales


399,247



193,3601,467,686



1,190,813Expenses:Operating


929,707



854,423Cost of fuel sold


361,941



168,543General and administrative


35,548



37,293Depreciation and amortization


68,521



65,095Asset recoveries, net


(10,361
)


(15,341
)1,385,356



1,110,013Operating income


82,330



80,800Other income (expense):Interest income


2,322



3,335Interest expense


(22,187
)


(19,635
)Minority interest in consolidated
    subsidiaries


(69
)


(79
)Derivative losses, net


(1,032
)


Other income, net


1,582



1,368(19,384
)


(15,011
)Income from continuing operations
    before income taxes


62,946



65,789Income tax expense


(24,660
)


(23,400
)Income from continuing operations


38,286



42,389Discontinued operations:Gain (loss) from operations,
    including gain/loss on disposal, net of tax expense (benefit)


71



(3,513
)Net income


38,357



38,876Preferred stock dividends


(1,575
)


(1,575
)Change in fair value of redeemable
    common stock


(2,480
)


(330
)Net income attributable to common
    stockholders

$
34,302


$
36,971Basic earnings per common share

$
256.32


$
274.83Diluted earnings per common share

$
223.21


$
238.78  32




---



##### Table of Contents




    $24.0 million generated in our Liner Services segment as a
    result of an increase in rates which was partially offset by a
    decrease in container and noncontainer volumes;
    $17.0 million generated in our Marine Services segment by
    higher overall contract demand and utilization for the tug and
    barge fleet in the Gulf of Mexico, along the U.S. West
    Coast, and in Alaska;
    $10.1 million generated in our Petroleum Services segment
    primarily from the operations of Northland Fuel and CDI,
    acquired in September 2005 and January 2006, respectively;
    $7.9 million generated in our Marine Services segment from
    our ship assist, tanker escort, docking and related services
    provided on the U.S. West Coast and in Alaska as a result
    of increased tug volumes and rates;
    $6.8 million generated in our Marine Services segment from
    our marine salvage operations, primarily resulting from our
    acquisition of Titan Maritime, LLC (Titan) in
    October 2005;
    $6.8 million generated in our Marine Services segment from
    our ship management operations due to higher rates and increased
    levels of activity;
    $6.2 million generated in our Marine Services segment from
    increased activity in our Northern Alaskan land
    operations; and
    $3.6 million generated in our Logistics Services segment
    primarily due to increased demand for trucking, warehousing and
    ocean freight forwarding operations in the United States and
    increases in fuel surcharges.         33




---



##### Table of Contents



Accounting for the Impairment or
    Disposal of Long-Lived Assets
     34




---



##### Table of Contents



Comparison
    of Segment Results of Operations for the Years Ended
    December 31, 2006 and 2005
      SEGMENT
    REVENUES AND OPERATING INCOME
    (In thousands)
  Year ended December 31,2006


2005RevenuesLiner Services

$
663,095


$
639,093Logistics Services


51,704



48,062Marine Services


223,071



183,915Petroleum Services


529,816



319,743Total revenues

$
1,467,686


$
1,190,813Operating income (loss):Liner Services

$
55,737


$
45,743Logistics Services


2,136



(1,745
)Marine Services


3,721



20,621Petroleum Services


20,736



16,181Total operating income

$
82,330


$
80,800   Liner
    Services
     35




---



##### Table of Contents



Logistics
    Services
            Marine
    Services
     36




---



##### Table of Contents



Petroleum
    Services
       37




---



##### Table of Contents



38




---



##### Table of Contents



Comparison
    of Consolidated Results of Operations for the Years Ended
    December 31, 2005 and 2004
    CONSOLIDATED
    STATEMENTS OF OPERATIONS
    (In thousands, except per share amounts)
  Year Ended December 31,2005


2004Revenues:Operating revenues

$
997,453


$
903,517Fuel sales


193,360



86,8841,190,813



990,401Expenses:Operating


854,423



799,215Cost of fuel sold


168,543



71,932General and administrative


37,293



32,466Depreciation and amortization


65,095



62,618Asset recoveries, net


(15,341
)


(4,846
)1,110,013



961,385Operating income


80,800



29,016Other income (expense):Interest income


3,335



1,987Interest expense


(19,635
)


(20,165
)Minority interest in consolidated
    subsidiaries


(79
)


127Other income, net


1,368



1,024(15,011
)


(17,027
)Income from continuing operations
    before income taxes


65,789



11,989Income tax expense


(23,400
)


(2,100
)Income from continuing operations


42,389



9,889Discontinued operations:Gain (loss) from operations,
    including gain/loss on disposal, net of tax expense (benefit)


(3,513
)


15,026Net income


38,876



24,915Preferred stock dividends


(1,575
)


(1,575
)Change in fair value of redeemable
    common stock


(330
)


Net income attributable to common
    stockholders

$
36,971


$
23,340Basic earnings per common share

$
274.83


$
172.50Diluted earnings per common share

$
238.78


$
154.22     
    $51.4 million generated in our Liner Services segment as a
    result of an increase in rates which was partially offset by a
    decrease in container and noncontainer volumes; 39




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##### Table of Contents




    $14.5 million generated in our Marine Services segment by
    higher overall contract demand and utilization for the tug and
    barge fleet in the Gulf of Mexico, along the U.S. West
    Coast, and in Alaska;
    $8.9 million generated in our Marine Services segment from
    the operations of Titan, a marine salvage business acquired in
    October 2005; and
    $8.6 million generated in our Logistics Service segment
    caused by continued expansion of warehousing and distribution
    operations in Central America.                     40




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##### Table of Contents



Comparison
    of Segment Results of Operations for the Years ended
    December 31, 2005 and 2004
    SEGMENT
    REVENUES AND OPERATING INCOME
    (In thousands)
  Year ended December 31,2005


2004RevenuesLiner Services

$
639,093


$
587,689Logistics Services


48,062



38,440Marine Services


183,915



161,426Petroleum Services


319,743



202,846Total revenues

$
1,190,813


$
990,401Operating income (loss):Liner Services

$
45,743


$
26,633Logistics Services


(1,745
)


(5,638
)Marine Services


20,621



(1,202
)Petroleum Services


16,181



9,223Total operating income

$
80,800


$
29,016   Liner
    Services
     41




---



##### Table of Contents



Logistics
    Services
        Marine
    Services
     42




---



##### Table of Contents



Petroleum
    Services
                Liquidity
    and Capital Resources
  Liquidity
   43




---



##### Table of Contents



Financial
    Condition as of December 31, 2006
   44




---



##### Table of Contents



Financial
    Condition as of December 31, 2005
        Accounting
    for the Impairment or Disposal of Long-Lived Assets,
 45




---



##### Table of Contents



Capital
    Resources
  Contractual
    Obligations
    Payments due by Period(In thousands)Total


2007


2008-2009


2010-2011


ThereafterLong-term debt

$
430,823


$
40,941


$
125,365


$
38,893


$
225,624Interest on long-term debt


179,090



25,897



43,824



29,807



79,562Operating leases


267,104



76,522



105,183



44,931



40,468Other contractual commitments(1)


397,951



117,257



229,416



51,278



Total contractual obligations and
    other contractual commitments

$
1,274,968


$
260,617


$
503,788


$
164,909


$
345,654     (1)
    
    Other contractual commitments are related to remaining spending
    on the construction of 10 vessels, the purchase of
    1 vessel, leasehold improvements under an operating lease,
    software maintenance agreements and minimum purchased
    transportation.             46




---



##### Table of Contents



Lease
    Receipts
    Payments due by Period(In thousands)Total


2007


2008-2009


2010-2011


ThereafterLease receipts

$
472,675


$
157,148


$
235,657


$
79,870


$
     Other
    Commercial Commitments
  Amount of CommitmentExpiration per Period(In thousands)Total


2007


2008-2009


2010-2011


ThereafterStandby letters of credit

$
42,464


$
24,363


$



$
18,101


$
          47




---



##### Table of Contents



Payments by Period(In thousands)Total


2007


2008-2009


2010-2011


ThereafterEnvironmental costs

$
5,278


$
951


$
1,310


$
1,944


$
1,073       Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Interest
    Rate Risk
    Accounting for Derivative
    Instruments and Hedging Activities,
   48




---



##### Table of Contents



Expected Fiscal Year of Maturity at December 31,
    2006:(Dollars in thousands)


Fair2007


2008


2009


2010


2011


Thereafter


Total


ValueLong-term debt:Fixed rate

$
17,059


$
19,353


$
12,248


$
12,454


$
12,675


$
148,623


$
222,412


$
223,574Average interest rate


5.8
%


5.7
%


5.9
%


6.0
%


6.0
%


5.9
%Variable rate

$
23,882


$
23,882


$
69,882


$
7,382


$
6,382


$
77,001


$
208,411


$
208,411Average interest rate


6.2
%


6.1
%


6.1
%


5.9
%


5.9
%


6.0
%   Commodity
    Prices
      Foreign
    Currency Risks
   49




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  Table
    of Contents
  Consolidated Financial Statements:Report of
    Independent Registered Public Accounting Firm


51Consolidated
    Statements of Operations for the Years Ended December 31,
    2006, 2005 and 2004


52Consolidated
    Balance Sheets as of December 31, 2006 and 2005


53Consolidated
    Statements of Stockholders Equity for the Years Ended
    December 31, 2006, 2005 and 2004


54Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


55Notes to
    Consolidated Financial Statements for the Years Ended
    December 31, 2006, 2005 and 2004


56Consolidated Financial Statement
    Schedules:Schedule II 
    Valuation and Qualifying Accounts for the Three Years Ended
    December 31, 2005


91  50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans.
  DELOITTE & TOUCHE LLP
 Certified Public Accountants
    51




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except per share amounts)
  2006


2005


2004Revenues:Operating revenues

$
1,068,439


$
997,453


$
903,517Fuel sales


399,247



193,360



86,8841,467,686



1,190,813



990,401Expenses:Operating


929,707



854,423



799,215Cost of fuel sold


361,941



168,543



71,932General and administrative


35,548



37,293



32,466Depreciation and amortization


68,521



65,095



62,618Asset recoveries, net


(10,361
)


(15,341
)


(4,846
)1,385,356



1,110,013



961,385Operating income


82,330



80,800



29,016Other income
    (expense):Interest income


2,322



3,335



1,987Interest expense


(22,187
)


(19,635
)


(20,165
)Minority interest in consolidated
    subsidiaries


(69
)


(79
)


127Derivative losses, net


(1,032
)






Other income, net


1,582



1,368



1,024(19,384
)


(15,011
)


(17,027
)Income from continuing
    operations before income taxes


62,946



65,789



11,989Income tax expense


(24,660
)


(23,400
)


(2,100
)Income from continuing
    operations


38,286



42,389



9,889Discontinued operations:Gain (loss) from operations,
    including gain/loss on disposal, net of tax expense (benefit)


71



(3,513
)


15,026Net income


38,357



38,876



24,915Preferred stock dividends


(1,575
)


(1,575
)


(1,575
)Change in fair value of redeemable
    common stock


(2,480
)


(330
)


Net income attributable to
    common stockholders

$
34,302


$
36,971


$
23,340Basic earnings per common share:Income from continuing operations

$
255.79


$
300.94


$
61.45Gain (loss) from discontinued
    operations


0.53



(26.11
)


111.05Net income

$
256.32


$
274.83


$
172.50Diluted earnings per common shareIncome from continuing operations

$
222.77


$
260.54


$
61.21Gain (loss) from discontinued
    operations


0.44



(21.76
)


93.01Net income

$
223.21


$
238.78


$
154.22    52




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSAs of December 31, 2006 and 2005 (In
    thousands, except share and per share amounts)
  2006


2005ASSETSCash and cash equivalents

$
65,722


$
33,948Receivables, net


186,799



200,607Inventory


53,598



37,744Prepaid expenses and other current
    assets


39,964



36,276LOF contract cost recoveries


24,798



Deferred income taxes


10,449



19,681Current assets of discontinued
    operations


451



523Accrued deposits






(41,000
)TOTAL CURRENT ASSETS


381,781



287,779Receivable from related party


12,021



11,540Goodwill


48,020



54,027Intangibles, net


29,904



19,651Other assets


51,541



36,568Capital construction fund


21,753



41,827Property and equipment, net


673,598



607,319TOTAL ASSETS

$
1,218,618


$
1,058,711LIABILITIES, REDEEMABLE COMMON
    STOCK AND STOCKHOLDERS EQUITYAccounts payable and accrued
    liabilities

$
137,033


$
122,186Accrued payroll and related expenses


45,674



48,710Insurance reserves


25,938



22,311Unearned revenue


28,967



15,974Current liabilities of discontinued
    operations


1,187



1,225Current portion of long-term debt


40,941



33,426TOTAL CURRENT LIABILITIES


279,740



243,832Deferred income taxes


121,805



110,002Other liabilities


34,736



22,032Minority interests in consolidated
    subsidiaries


162



93Long-term debt, net of current
    portion


389,882



322,686TOTAL LIABILITIES


826,325



698,645COMMITMENTS AND CONTINGENCIES
    (Notes 14, 20, 21, 22, 23, 24, 28)Redeemable common stock, 6,617 and
    5,075 shares issued and outstanding, respectively


14,601



9,450Unearned ESOP common stock, 2,588
    and 896 shares, respectively


(4,553
)


(1,267
)TOTAL REDEEMABLE COMMON STOCK


10,048



8,183STOCKHOLDERS EQUITY:Series A junior convertible
    preferred stock, $100 par value, 315,000 shares
    issued, authorized and outstanding


31,500



31,500Common voting stock, $.01 par
    value, 4,485,000 shares authorized; 83,234 and
    83,738 shares issued and outstanding, respectively


1



1Class N common non-voting
    stock, $.01 par value, 54,500 shares authorized;
    46,138 shares outstanding






Additional paid-in capital


63,755



64,277Retained earnings


294,076



260,063Accumulated other comprehensive
    loss, net of tax benefit of $4,160 and $2,225, respectively


(7,087
)


(3,958
)TOTAL STOCKHOLDERS EQUITY


382,245



351,883TOTAL LIABILITIES, REDEEMABLE
    COMMON STOCK AND STOCKHOLDERS EQUITY

$
1,218,618


$
1,058,711    53




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF STOCKHOLDERS
    EQUITYFor the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share amounts)
  Series A Junior




















AccumulatedConvertible








Class N


Additional





OtherPreferred Stock


Common Stock


Common Stock


Paid-in


Retained


ComprehensiveShares


Par Value


Shares


Par Value


Shares


Par Value


Capital


Earnings


Loss


TotalDecember 31, 2003


315,000


$
31,500



84,531


$
1



46,138


$



$
65,120


$
199,911


$
(6,054
)

$
290,478Stock retired from employee benefit
    plans










(309
)














(329
)


(53
)






(382
)Preferred stock dividends






























(1,575
)






(1,575
)Comprehensive Income:Net income






























24,915



Other comprehensive income:Reclassification adjustment for
    foreign currency translation losses included in net loss, net of
    tax expense of $729


































1,318Amortization of rate lock
    agreement, net of $214 tax expense


































381Total comprehensive income






































26,614December 31, 2004


315,000


$
31,500



84,222


$
1



46,138


$



$
64,791


$
223,198


$
(4,355
)

$
315,135Stock retired from employee benefit
    plans










(484
)














(514
)


(106
)






(620
)Change in fair value of redeemable
    common stock






























(330
)






(330
)Preferred stock dividends






























(1,575
)






(1,575
)Comprehensive Income:Net income






























38,876



Other comprehensive income:Amortization of rate lock
    agreement, net of $224 tax expense


































397Total comprehensive income






































39,273December 31, 2005


315,000


$
31,500



83,738


$
1



46,138


$



$
64,277


$
260,063


$
(3,958
)

$
351,883Stock retired from employee benefit
    plans










(504
)














(536
)


(289
)






(825
)Change in fair value of redeemable
    common stock






























(2,480
)






(2,480
)Preferred stock dividends






























(1,575
)






(1,575
)Adjustment for releasing ESOP shares


























14











14Comprehensive Income:Net income






























38,357



Other comprehensive income:Amortization of rate lock
    agreement, net of $196 tax expense


































347Fair value of interest rate swap,
    net of $687 tax benefit


































(1,121
)Total comprehensive income






































37,583Adjustment to initially apply FASB
    Statement No. 158, net of $1,444 tax benefit


































(2,355
)


(2,355
)December 31, 2006


315,000


$
31,500



83,234


$
1



46,138


$



$
63,755


$
294,076


$
(7,087
)

$
382,245    54




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFor the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands)
  2006


2005


2004OPERATING ACTIVITIES:Net income

$
38,357


$
38,876


$
24,915Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


68,521



65,095



62,618Dry-docking cost capitalized


(22,627
)


(8,687
)


(11,816
)LOF contract costs recoveries


(24,798
)






Amortization of deferred gain on
    the sale and leaseback of vessels


(420
)


(576
)


(576
)Asset recoveries, net


(10,361
)


(15,341
)


(4,846
)Change in fair value of derivatives


358







Change in cash surrender value of
    life insurance


(694
)


(542
)


(704
)Deferred income tax provision


17,809



9,922



3,070Changes in current assets and
    liabilities, net of acquisitions:Receivables, net


(5,972
)


9,339



(13,092
)Inventory, prepaid expenses and
    other current assets


(9,509
)


(1,014
)


(3,371
)Accounts payable and accrued
    liabilities


32,422



(527
)


4,165Accrued payroll and related expenses


(3,052
)


3,469



3,918Other


3,159



5,225



(3,060
)Net cash provided by operating
    activities  continuing operations


83,193



105,239



61,221Net cash provided by (used in)
    operating activities  discontinued operations


(472
)


10,064



2,443Net cash provided by operating
    activities


82,721



115,303



63,664INVESTING ACTIVITIES:Acquisitions, net of cash acquired


(5,491
)


(103,361
)


Property and equipment additions


(123,018
)


(113,957
)


(27,594
)Proceeds from asset dispositions


16,905



30,899



8,178Withdrawals (deposits) of
    restricted funds, net


(9,185
)


(555
)


1,944Contingent purchase price (paid)
    received, net


(241
)


(216
)


100Investment in joint venture










(1,000
)Loan to joint venture










(2,250
)Premiums paid on directors life
    insurance


(1,809
)


(1,809
)


(2,175
)Receipts on notes receivable, net


600



231



214Net cash used in investing
    activities  continuing operations


(122,239
)


(188,768
)


(22,583
)Net cash provided by (used in)
    investing activities  discontinued operations


506



(9,501
)


8,687Net cash used in investing
    activities


(121,733
)


(198,269
)


(13,896
)FINANCING ACTIVITIES:Proceeds from issuance of debt


122,305







Proceeds from Revolving Credit
    Agreement


69,000



20,000



Repayments on Revolving Credit
    Agreement


(79,000
)


(10,000
)


Payments on long-term debt


(37,262
)


(32,792
)


(41,198
)Payment of debt issuance costs


(702
)






(829
)Payment of preferred stock dividends


(1,575
)


(1,575
)


(1,575
)Loan to ESOP


(3,826
)


(1,414
)


Proceeds from issuance of common
    stock to ESOP


3,826



1,414



Retirement of common stock


(1,980
)


(1,615
)


(941
)Net cash provided by (used in)
    financing activities  continuing operations


70,786



(25,982
)


(44,543
)Net cash used in financing
    activities  discontinued operations










(21,079
)Net cash provided by (used in)
    financing activities


70,786



(25,982
)


(65,622
)Net increase (decrease) in cash and
    cash equivalents


31,774



(108,948
)


(15,854
)Cash and cash equivalents at
    beginning of period


33,948



142,896



158,750Cash and cash equivalents at end of
    period

$
65,722


$
33,948


$
142,896    55




---



##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
  NOTE 1 
    Summary
    of Significant Accounting Policies  Nature
    of Operations
    Principles
    of Consolidation
    Related
    Party
    Cash
    and Cash Equivalents
    Inventory
    Goodwill
  Goodwill and Other Intangible Assets,
  Intangibles
   56




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    Dry-docking
    Assets
    Contained in a Rabbi Trust
  Accounting for Certain Investments in
    Debt and Equity Securities.
  Property
    and Equipment
      Internal
    Use Software
   57




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    Revenue
    Recognition
    
    Liner Services  revenue is recognized on the
    proportional performance basis over each voyage by load and
    discharge port.
    Logistics Services  revenue is recognized as services
    are provided.
    Marine Services  revenue is recognized as services
    are provided for ship assist and tanker escort, docking and
    related services. Management fees for third party vessel
    management services are recognized as services are provided.
    Revenue from other contracts is recognized as services are
    provided or on the proportional performance basis, depending on
    the type of service provided. See the accounting policy
    LOF Contract Cost Recoveries for revenue recognition
    related to LOF salvage contracts.
    Petroleum Services  revenues from fuel sales and
    management fees for third party vessel management services are
    recognized as services are provided. Revenue from ocean and
    river transportation contracts is recognized on the proportional
    performance basis. Revenue from long-term time charters of
    vessels with annual escalation clauses are recognized on the
    straight-line basis.    LOF
    Contract Cost Recoveries
  Accounting for Contingencies
  Income
    Taxes
   58




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
   Earnings
    Per Common Share
    Insurance
    Environmental
    Costs
    Foreign
    Currency Translation
  non-U.S. subsidiaries
  Derivative
    Instruments
    Accounting for Derivative Instruments and Hedging
    Activities
 59




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
      Use of
    Estimates
    New
    Accounting Standards
  06-3, How
    Taxes Collected from Customers and Remitted to Governmental
    Authorities Should be Presented in the Income Statement (That
    Is, Gross Versus Net Presentation). 06-3 06-03
  Accounting for Uncertainty in Income Taxes, an interpretation
    of FASB Statement No. 109 Accounting for Income
    Taxes.
  Fair Value Measurements
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans
 60




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
      NOTE 2 
    Acquisitions of Businesses
  2006
    Acquisitions
  Business Combinations
    2005
    Acquisitions
     61




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
           2006


2005Acquisitions


AcquisitionsAssets:Receivables

$
2,828


$
39,813Inventory


137



28,074Prepaid expenses and other current
    assets


38



872Goodwill






952Intangibles


2,391



18,240Other assets


177



200Property and equipment


3,076



58,631Liabilities:Accounts payable and accrued
    liabilities


(1,587
)


(26,493
)Accrued payroll and related
    expenses


(16
)


(1,020
)Insurance reserves






(16
)Unearned revenue






(3,348
)Current portion of long-term debt


(468
)


(963
)Deferred income taxes






(2,391
)Other long-term liabilities


(140
)


(3,934
)Long-term debt






(568
)Total purchase price

$
6,436


$
108,049  62




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    2006


2005


2004Revenues

$
1,471,189


$
1,386,779


$
1,211,915Net income

$
37,963


$
39,776


$
28,202Less preferred stock dividends


(1,575
)


(1,575
)


(1,575
)Less change in fair value of
    redeemable common stock


(2,480
)


(330
)


Net income for basic earnings per
    common share


33,908



37,871



26,627Plus preferred stock dividends


1,575



1,575



1,575Net income for diluted earnings
    per common share

$
35,483


$
39,446


$
28,202Basic earnings per common share

$
253.38


$
281.52


$
196.80Diluted earnings per common share

$
220.76


$
244.35


$
174.57     NOTE 3 
    Discontinued Operations
  Accounting for the Impairment or
    Disposal of Long-Lived Assets Reporting the Results of
    Operations  Reporting the Effects of Disposal of a
    Segment of a Business, and Extraordinary, Unusual and
    Infrequently Occurring Events and Transactions.
  2006


2005


2004Revenues

$



$
6,950


$
36,952Income (loss) from discontinued
    operations before taxes

$
(395
)

$
(6,234
)

$
24,431Gain (loss) on disposal


506



721



(5
)Income tax benefit (expense)


(40
)


2,000



(9,400
)Net gain (loss) from discontinued
    operations

$
71


$
(3,513
)

$
15,026  63




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    2006


2005Receivables, net

$



$
175Prepaid expenses and other current
    assets


451



348Current assets of discontinued
    operations

$
451


$
523Accounts payable and accrued
    liabilities

$
1,187


$
1,146Insurance reserves






79Current liabilities of
    discontinued operations

$
1,187


$
1,225   NOTE 4 
    Restricted Cash
    NOTE 5 
    Receivables, net
    2006


2005Trade receivables

$
171,084


$
185,369Less allowance for doubtful
    accounts


(9,916
)


(12,380
)Trade receivables, net


161,168



172,989Other receivables


25,674



27,768Less allowance for doubtful
    accounts


(43
)


(150
)Other receivables, net


25,631



27,618$
186,799


$
200,607       NOTE 6 
    LOF Contract Cost Recoveries
   64




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
     NOTE 7 
    Receivable from Related Party
        NOTE 8 
    Goodwill
    SegmentPetroleum


MarineServices


Services


ConsolidatedBalance at December 31, 2004

$
44,786


$



$
44,786Acquisition of Northland Fuel


8,483







8,483Acquisition of Titan






758



758Balance at December 31, 2005


53,269



758



54,027Purchase adjustments(1)


5,451







5,451Allocation to identifiable
    intangible assets(2)


(10,700
)


(758
)


(11,458
)Balance at December 31, 2006

$
48,020


$



$
48,020  65




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    (1)
    
    Purchase accounting adjustments consist of adjustments for
    environmental cost accruals, asset retirement obligations,
    deferred taxes and other working capital adjustments.(2)
    
    During the second and third quarters of 2006, the Company
    completed its analyses in order to determine the fair value of
    identifiable intangible assets related to the acquisitions of
    Titan and Northland Fuel, respectively.    NOTE 9 
    Intangibles
    RemainingWeighted Average


Gross





NetAmortization


Carrying


Accumulated


BookPeriod


Amount


Amortization


Value2006Intangible assets subject to
    amortization:Deferred financing costs


15.7 years


$
15,273


$
5,284


$
9,989Non-compete agreements


1.9 years



1,727



701



1,026Customer lists


19.7 years



16,345



2,718



13,627Fuel supply agreements


9.0 years



1,958



196



1,76214.3 years


$
35,303


$
8,899


$
26,404Intangible assets not subject
    to amortization:Trademarks





$
3,500


$



$
3,5002005Intangible assets subject to
    amortization:Deferred financing costs


16.7 years


$
14,571


$
4,230


$
10,341Non-compete agreement


4.8 years



3,000



150



2,850Customer lists


7.9 years



7,932



1,472



6,46012.1 years


$
25,503


$
5,852


$
19,651    66




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
     2007

$
2,9492008


2,6202009


1,9202010


1,6212011


1,576   NOTE 10 
    Directors Life Insurance
    NOTE 11 
    Construction Reserve Fund
        NOTE 12 
    Capital Construction Fund
     67




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    2006


2005Cash and cash equivalents

$
66


$
827Qualified receivables


21,424



Accrued interest receivable


263



Accrued deposits






41,000Total CCF

$
21,753


$
41,827     NOTE 13 
    Property and Equipment, net
    2006


2005Floating equipment

$
910,888


$
838,348Other operating equipment


183,588



165,867Buildings, leasehold improvements
    and other


108,663



107,149Construction in progress


94,394



84,4151,297,533



1,195,779Less accumulated depreciation and
    amortization


(623,935
)


(588,460
)Total property and equipment

$
673,598


$
607,319         NOTE 14 
    Leases
    and Lease Commitments   68




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
     Payments


Receipts2007

$
76,522


$
157,1482008


64,688



137,5512009


40,495



98,1062010


27,370



61,7272011


17,561



18,143Thereafter


40,468



$
267,104


$
472,675       NOTE 15 
    Long-Term
    Debt    2006


2005United States
    Government-guaranteed ship-financing bonds and notes
    (Title XI), collateralized by vessels with a net book value
    of $197,623 at December 31, 2006, bearing interest from
    4.96% to 6.75%, payable in installments through 2027

$
175,621


$
184,659Debt collateralized by vessels
    with a net book value of $162,502 at December 31, 2006,
    bearing interest from 5.35% to 7.12%, payable in installments
    through 2018


203,798



141,653Debt collateralized by equipment
    with a net book value of $32,744 at December 31, 2006,
    bearing interest from 6.15% to 6.56%, payable in installments
    through 2016


34,256



Industrial revenue bonds, with
    variable interest rates of 3.55% to 3.87% at December 31,
    2006, principal balance of $10,200 payable in installments
    through 2013, and principal balance of $4,000 payable in 2014


13,100



14,200Revolving Credit Agreement,
    collateralized by vessels with a net book value of $36,699 at
    December 31, 2006, bearing interest of 5.35% based on LIBOR
    plus 1.375%






10,000Other, bearing interest at 8.25%,
    payable in installments through 2022


4,048



5,600430,823



356,112Less current portion


(40,941
)


(33,426
)$
389,882


$
322,686  69




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
            2007

$
40,9412008


43,2352009


82,1302010


19,8362011


19,057Thereafter


225,624$
430,823    70




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
   NOTE 16 
    Income Taxes
    2006


2005


2004Current:Federal

$



$
7,416


$
(3,892
)State


450



1,016



293Foreign


6,401



5,046



2,629Total current


6,851



13,478



(970
)Deferred:Federal


16,403



9,139



2,828State


1,406



783



242Total deferred


17,809



9,922



3,070$
24,660


$
23,400


$
2,100     2006


2005


2004Federal income tax on income at
    the statutory rate of 35%

$
22,031


$
23,026


$
4,196Excess of book over tax
    depreciation on assets constructed with CCF


443



658



691State and foreign income tax less
    federal income tax benefit


2,620



2,102



250Nondeductible expenses


131



(50
)


141Net change in tax reserves






(3,982
)


(3,516
)Valuation allowance on foreign
    losses


(223
)


1,772



Other


(342
)


(126
)


338$
24,660


$
23,400


$
2,100  71




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    2006


2005Deferred tax assets:Non-deductible reserves

$
23,417


$
24,666Other Comprehensive Income


4,160



2,225Intangibles






985Other






2,434Foreign losses


2,920



3,143Tax credits


3,236



33,733



33,453Valuation allowance


(2,920
)


(3,143
)30,813



30,310Deferred tax liabilities:Excess of book carrying values
    over tax bases of depreciable assets


(124,237
)


(98,519
)Capital Construction Fund accrued
    deposits






(15,580
)Drydocking


(9,044
)


(4,988
)LOF contract cost recoveries


(3,681
)


Intangibles


(2,855
)


Foreign subsidiaries


(2,352
)


(1,544
)(142,169
)


(120,631
)Net deferred tax liability


(111,356
)


(90,321
)Current asset


10,449



19,681Long-term liability

$
(121,805
)

$
(110,002
)       NOTE 17 
    Fair Value of Financial Instruments
  and/or and/or
 72




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
     
    Cash and cash equivalents, marketable securities, and restricted
    cash  The Company places its temporary cash
    investments with high credit quality financial institutions and,
    by policy, limits the amount of credit exposure to any one
    financial institution. The carrying amounts reported in the
    Consolidated Balance Sheets for these items approximate fair
    value at December 31, 2006 and 2005.
    Trade receivables  Concentrations of credit risk with
    respect to trade receivables are limited due to the large number
    of customers comprising the Companys customer base, and
    their dispersion across many diverse industries and geographies.
    The carrying amounts reported in the Consolidated Balance Sheets
    for trade receivables approximate fair value at
    December 31, 2006 and 2005.
    Long-term debt  Valuations for long-term debt are
    determined based on borrowing rates currently available to the
    Company for loans with similar terms and maturities. At
    December 31, 2006, the estimated fair value of the
    Companys debt, with a carrying value of $430,823 is
    $431,985. At December 31, 2005, the estimated fair value of
    the Companys debt, with a carrying value of $356,112 is
    $363,189.
    Interest rate swaps  Interest rate swaps are recorded
    at fair value, representing the estimated amount that the
    Company would receive or pay to terminate the swaps at the
    reporting date.  NOTE 18 
    Derivative Instruments
        NOTE 19 
    Stockholders Equity
  Preferred
    Stock
   73




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    Earnings
    Per Common Share
    2006


2005


2004Numerator:Income from continuing operations

$
38,286


$
42,389


$
9,889Less preferred stock dividends


(1,575
)


(1,575
)


(1,575
)Less change in fair value of
    redeemable common stock


(2,480
)


(330
)


Income for basic earnings per
    common share fromcontinuing operations


34,231



40,484



8,314Gain (loss) from discontinued
    operations


71



(3,513
)


15,026Net income for basic earnings per
    common share


34,302



36,971



23,340Plus preferred stock dividends


1,575



1,575



1,575Net income for diluted earnings
    per common share

$
35,877


$
38,546


$
24,915Denominator:Basic weighted average shares


133,823



134,525



135,302Effect of dilutive
    securities  convertible preferred stock


26,906



26,906



26,250Diluted weighted average shares


160,729



161,431



161,552   Accumulated
    Other Comprehensive Income (Loss)
    AdjustmentAmortization


Fair value


to initiallyof rate lock


of interest


apply FASBagreement


rate swap


Statement
    No. 158


TotalBalance at December 31, 2004

$
(4,355
)

$



$



$
(4,355
)Current period change


397











397Balance at December 31, 2005


(3,958
)










(3,958
)Current period change


347



(1,121
)


(2,355
)


(3,129
)Balance at December 31, 2006

$
(3,611
)

$
(1,121
)

$
(2,355
)

$
(7,087
)  74




---



##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
  NOTE 20 
    Employee Benefit Plans
    2006


2005


2004Company benefit plans

$
7,977


$
7,119


$
5,416Non-Company sponsored benefit plans


11,846



11,318



11,406$
19,823


$
18,437


$
16,822     Crowley
    Retirement Income System Plans
    Deferred
    Compensation Plan
         75




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    2006


2005Prepaid expenses and other current
    assets

$
847


$
1,745Other assets


13,306



9,926Accrued payroll and related
    expenses


678



1,330Other liabilities


7,031



5,037     Retirement
    Stock Plan
    Employee
    Stock Ownership Plan
       76




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
           2006


2005ESOP shares released


400



ESOP shares committed to be
    released


12



104Unearned ESOP shares


2,588



896ESOP shares retired


(2
)


Total shares held by ESOP


2,998



1,000Fair value of unearned ESOP shares

$
4,733


$
1,267   Stock
    Savings Plan
   77




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
   89-11, Sponsors Balance Sheet Classification of Capital Stock
    with a Put Option Held by an Employee Stock Ownership Plan.
    NOTE 21 
    Postretirement
    Plan  Postretirement
    Medical, Dental and Life Insurance Expense
    2006


2005Net periodic cost:Service cost

$
365


$
337Interest cost


582



579Amortization of transition
    obligation


307



307Recognized net actuarial loss


260



270Net periodic benefit cost

$
1,514


$
1,493Actuarial
    assumptions:Discount rate


5.75
%


6.00
%Healthcare cost trend rate assumed
    for next year


9.63
%


9.91
%Rate to which the cost trend rate
    is assumed to decline (the ultimate trend rate)


5.28
%


5.30
%Year that the rate reaches the
    ultimate trend rate


2015



2015  78




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
  Postretirement
    Medical, Dental and Life Insurance Obligation
  2006


2005Change in benefit
    obligation:Benefit obligation, beginning of
    plan year

$
10,497


$
10,044Service cost


365



337Interest cost


582



579Plan participants
    contributions


74



Actuarial (gain)/loss


(1,407
)


206Benefits paid


(873
)


(669
)Benefit obligation, end of plan
    year

$
9,238


$
10,497Net amount
    recognized:Funded status

$
(9,238
)

$
(10,497
)Unrecognized net actuarial loss






3,620Unrecognized transition obligation






2,153Net liability recognized

$
(9,238
)

$
(4,724
)Actuarial
    Assumptions:Discount rate


6.00
%


5.75
%     1% Increase


1% DecreaseEffect on postretirement benefit
    obligation

$
599


$
(571
)Effect on total service cost and
    interest cost

$
89


$
(79
)   Plans
    with Accumulated Benefit Obligation Greater than Plan
    Assets
    Expected
    Cash Flows
  Employer
    Contributions:2007 (expected) to plan
    participants

$
835Expected benefit
    payments:2007

$
8352008


9142009


1,0442010


9932011


1,0022012-2016


4,697  79




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
  Application
    of SFAS No. 158
    Incremental EffectOther liabilities

$
3,799Deferred income taxes


(1,444
)Total liabilities


2,355Accumulated other comprehensive
    income


(2,355
)Total stockholders equity


(2,355
)   Employers Accounting for
    Postretirement Benefits Other Than Pensions.
  NOTE 22 
    Environmental
    Costs    2007

$
9512008


6732009


6372010


8412011


1,103Thereafter


1,073$
5,278     NOTE 23 
    Litigation  General
    Litigation
   80




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
    Asbestos
    Litigation
               81




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
        2006


2005


2004Number of claims filed


66



62



60Number of claims settled


5



6



12Number of claims dismissed


3



6



20Total settlements paid

$
83


$
93


$
6,488Average settlement

$
17


$
16


$
541Legal expenses paid

$
607


$
571


$
898Insurance proceeds received

$
6,377


$
77


$
298     Litigation
    Involving Directors
  Franklin
    Balance Sheet Investment Fund v. Crowley
    (Franklin),
 82




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
   NOTE 24 
    Commitments and Contingencies
              2007

$
117,2572008


125,8832009


103,5332010


51,2782011


$
397,951    83




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
  NOTE 25 
    Additional Cash Flow Information
    2006


2005


2004Interest

$
23,605


$
19,756


$
19,031Income taxes


7,373



9,339



8,715       NOTE 26 
    Financial
    Information by Segment and Geographic Area  Segment
    Information
  Disclosures about Segments of an
    Enterprise and Related Information.
           84




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
     85




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
     Liner


Logistics


Marine


Petroleum


Segment








ConsolidatedServices


Services


Services


Services


Total


Other


Elimination


Total2006Operating revenues

$
663,095


$
51,704


$
223,071


$
130,569


$
1,068,439










$
1,068,439Fuel sales














399,247



399,247











399,247Intersegment revenues


8,917



241



49,179



182



58,519


$
104,227


$
(162,746
)


Depreciation and amortization


14,452



854



10,123



18,701



44,130



24,391







68,521Asset recoveries, net


(745
)


(2,780
)


(6,777
)


(59
)


(10,361
)










(10,361
)Operating income


55,737



2,136



3,721



20,736



82,330











82,330Gain (loss) from discontinued
    operations, net of tax


(171
)






315



(73
)


71











71Assets






















1,218,618







1,218,618Total expenditures for additions to
    long-lived assets






















123,018







123,0182005Operating revenues

$
639,093


$
48,062


$
183,915


$
126,383


$
997,453










$
997,453Fuel sales














193,360



193,360











193,360Intersegment revenues


6,766



59



48,838







55,663


$
109,419


$
(165,082
)


Depreciation and amortization


14,064



1,581



10,447



16,517



42,609



22,486







65,095Asset recoveries, net


(4,466
)


(55
)


(10,257
)


(563
)


(15,341
)










(15,341
)Operating income (loss)


45,743



(1,745
)


20,621



16,181



80,800











80,800Gain (loss) from discontinued
    operations, net of tax


(43
)


(8
)


303



(3,765
)


(3,513
)










(3,513
)Assets






















1,058,711







1,058,711Total expenditures for additions to
    long-lived assets






















113,957







113,9572004Operating revenues

$
587,689


$
38,440


$
161,426


$
115,962


$
903,517










$
903,517Fuel sales














86,884



86,884











86,884Intersegment revenues


3,005



485



39,310







42,800


$
107,588


$
(150,388
)


Depreciation and amortization


11,236



1,605



10,895



15,675



39,411



23,207







62,618Asset recoveries, net


(667
)


46



(4,253
)


28



(4,846
)










(4,846
)Operating income


26,633



(5,638
)


(1,202
)


9,223



29,016











29,016Gain (loss) from discontinued
    operations, net of tax


2,987



(1,809
)






13,848



15,026











15,026Assets






















980,757







980,757Total expenditures for additions to
    long-lived assets






















27,594







27,594   Geographic
    Area Information
   86




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
      United


All Foreign


ConsolidatedStates


Countries


Total2006Revenues

$
1,277,134


$
190,552


$
1,467,686Property and equipment, net

$
664,238


$
9,360


$
673,5982005Revenues

$
1,011,774


$
179,039


$
1,190,813Property and equipment, net

$
596,332


$
10,987


$
607,3192004Revenues

$
829,279


$
161,122


$
990,401Property and equipment, net

$
490,317


$
3,672


$
493,989   NOTE 27 
    Quarterly Results of Operations (Unaudited)
    Quarter EndedMarch 31


June 30


Sept. 30


Dec. 312006Revenues

$
328,622


$
354,371


$
440,671


$
344,022Operating income

$
19,992


$
8,200


$
35,261


$
18,877Income from continuing operations

$
9,959


$
2,042


$
17,319


$
8,966Gain (loss) from discontinued
    operations, net of tax


(51
)


250



(18
)


(110
)Net income

$
9,908


$
2,292


$
17,301


$
8,856Basic earnings per common share:Income from continuing operations

$
71.34


$
(6.21
)

$
126.64


$
64.20Gain (loss) from discontinued
    operations


(0.38
)


1.87



(0.13
)


(0.82
)Net income

$
70.96


$
(4.34
)

$
126.51


$
63.38Diluted earnings per common share:Income from continuing operations

$
61.74


$
(6.21
)

$
108.08


$
55.89Gain (loss) from discontinued
    operations


(0.32
)


1.87



(0.11
)


(0.69
)Net income

$
61.42


$
(4.34
)

$
107.97


$
55.20 87




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
  Quarter EndedMarch 31


June 30


Sept. 30


Dec. 312005Revenues

$
239,207


$
266,926


$
343,822


$
340,858Operating income

$
7,827


$
14,311


$
29,020


$
29,642Income from continuing operations

$
2,153


$
10,087


$
15,968


$
14,181Gain (loss) from discontinued
    operations, net of tax


(313
)


319



(3,301
)


(218
)Net income

$
1,840


$
10,406


$
12,667


$
13,963Basic earnings per common share:Income from continuing operations

$
13.04


$
69.50


$
115.94


$
102.80Gain (loss) from discontinued
    operations


(2.32
)


2.37



(24.57
)


(1.62
)Net income

$
10.72


$
71.87


$
91.37


$
101.18Diluted earnings per common share:Income from continuing operations

$
13.04


$
60.62


$
99.44


$
88.07Gain (loss) from discontinued
    operations


(2.32
)


1.98



(20.56
)


(1.35
)Net income

$
10.72


$
62.60


$
78.88


$
86.72   Fourth
    Quarter 2006 Significant Events:
        Fourth
    Quarter 2005 Significant Events:
     88




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##### Table of Contents



CROWLEY
    MARITIME CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31, 2006, 2005 and 2004 (In
    thousands, except share and per share amounts)
   NOTE 28 Subsequent
    Events
  Acquisition
    Commitments
    Disposal
    of Asset
    No-Cure-No-Pay
    (Non-LOF) Salvage Contract
   89




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##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTSFor
    the Three Years Ended December 31, 2006(In thousands)



Allowance
    for Bad Debts: Balance at


Charged to





Recoveries,


Balance atBeginning


Costs and


Other


Deductions


EndYear

of Year


Expenses


Adjustments(1)


Chargeoffs


of Year2004

$
9,121


$
2,635


$
1,152


$
(4,530
)

$
8,3782005


8,378



3,816



3,262



(2,926
)


12,5302006


12,530



2,833



2,085



(7,489
)


9,959     (1)
    
    Adjustments represent allowances (recoveries) for contractual
    adjustments, which are recorded as adjustments to revenues.  2006
    compared with 2005
    2005
    compared with 2004
    Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.    Rule 13a-15(e) Form 10-K,
 91




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##### Table of Contents



Form 10-Q/A
      
    we developed procedures to review all revenue-based leases for
    escalation clauses to determine if such revenue shall be
    recognized on a straight-line basis; and
    we developed procedures to provide additional review over the
    accounting for inventory to ensure that inventory is stated at
    the lower of cost or market.    Rule 13a-15(d)
    Item 9B.
    Other
    Information.   92




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers and Corporate Governance.  Directors
    and Executive Officers of the Company
    Principal Occupations and Business

DirectorName of Director

Age

Experience During the Past Five
    Years

SincePhilip E. Bowles


55


President of Bowles Farming
    Company, Inc. since 1980; Managing Partner of B&N Minerals
    Partnership since 1982; and Director and Secretary of Midland
    Tractor Company from 1980 until 2003.


1986Molly M. Crowley


68


Self-employed real estate investor.


1994Thomas B. Crowley, Jr.


40


Chairman of the Board of Directors,


1994President and Chief Executive
    Officer of the Company since 1994.Gary L. Depolo


71


Self-employed; Director of Sutter


1994Health since 2002; Director of
    Alta Bates Summit Medical Center since 1997; advisory board
    member to Foster Farms Poultry Company from 1992 until 2002.Earl T. Kivett


59


Retired; former partner in
    Bain &


2002Company where Mr. Kivett was
    employed for nearly 23 years and served as a member of
    Bain & Companys worldwide board of directors from
    1989 to 2001.William A. Pennella


62


Vice Chairman of the Board of
    Directors of the Company since September 2000; Executive Vice
    President of the Company since January 1996.


2000Leland S. Prussia


78


Self-employed economic consultant
    and financial advisor from 1987 to the present.


1994William P. Verdon


66


Senior Vice President and General


2005Counsel of Crowley from 1992
    through December 2005; consultant to the Company since
    January 1, 2006.Cameron W. Wolfe, Jr.


67


Partner, Orrick,
    Herrington & Sutcliffe LLP from October 1964 through
    January 2005; Of Counsel, Orrick, Herrington &
    Sutcliffe LLP from February 1, 2005 to present.


1989    93




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##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
    Audit
    Committee
    Audit
    Committee Financial Expert
    Item 11.
    Executive
    Compensation.  Compensation
    Discussion and Analysis
  Philosophy
    and Objectives
    
    Align the compensation program design with Company goals, key
    performance measures and expectations of the Company and each
    business unit;
    Attract and retain experienced high-quality executives from
    industry in general and the marine transportation industry in
    particular;
    Reward executives for superior performance measured by the
    Companys financial results, strategic achievements and
    individual contributions to the overall progress of the Company,
    while balancing the interests of our three key
    stakeholders  employees, customers and stockholders; 94




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##### Table of Contents




    Reinforce strategic and business plans that will keep the
    Company in a position for profitable long-term growth;
    Balance short-term and long-term performance and compensation;
    and
    Enhance stockholder value over time.  Components
    of Compensation
    Roles
    of the Board, the Compensation Committee, the Executive
    Compensation Subcommittee and Management
    Comparative
    Compensation
  1
    1
 95




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##### Table of Contents



Base
    Salaries
      Bonus
     96




---



##### Table of Contents



Deferred
    Compensation
          Crowley
    Maritime Corporation Retirement Income System Plan
    (CRISP)
    Crowley
    Maritime Corporation Employee Stock Ownership Plan
    (ESOP)
   97




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##### Table of Contents



Perquisites
      Compensation
    of Executives
    Summary
    Compensation Table
  Non-EquityIncentive Plan







All OtherName and Principal Position


Year



Salary ($)



Bonus ($)



Compensation ($)







Compensation($)







Total ($)(a)


(b)



(c)



(d)



(g)







(i)







(j)Thomas B. Crowley, Jr.



2006



$
839,145



$




$
2,056,510




(1)



$
1,149,199




(2)



$
4,044,854Chairman of the Board of Directors,
    President and Chief Executive OfficerJohn C. Calvin



2006




200,295









166,000




(3)




23,182




(4)




389,477Senior Vice President and ControllerWilliam A. Pennella



2006




431,250









423,490




(5)




13,200




(4)




867,940Vice Chairman of the Board and
    Executive Vice PresidentSusan L. Rodgers



2006




206,910









171,500




(6)




23,424




(4)




401,834Senior Vice President of
    AdministrationArthur F. Mead III



2006




203,775




20,000




164,000




(7)




23,306




(4)




411,081Senior Vice President, General
    Counsel and Assistant Secretary     (1)
    
    Represents $880,150 under the bonus component of the MIP and
    $1,176,360 under the deferred compensation component of the MIP,
    and represents 104.0% and 139.0%, respectively, of his salary
    (as of April 1), for amounts payable under MIP for
    achievement of an Operating Margin of 4.9%.(2)
    
    Includes for Mr. Crowley certain perquisite expenses paid
    by the Company in the amount of $54,094 for tax consulting,
    $6,382 for club dues, $3,485 for auto allowance, $13,200 in
    contributions by the Company to Mr. Crowleys CRISP
    account, $1,070,190 paid to Mr. Crowley pursuant to the
    terms and conditions of the Settlement Agreement, which payments
    represent the interest payable by Mr. Crowley in accordance
    with the terms of a financing he arranged in conjunction with
    the Settlement Agreement, as adjusted by the Company so that the
    after-tax amount received by Mr. Crowley equals the
    interest he must pay in accordance with the terms of the
    financing (see Item 13. Certain Relationships and
    Related Transactions, and Director Independence) and
    $1,848 for premiums paid by the Company for group term life
    insurance.(3)
    
    Represents $79,000 under the bonus plan and $87,000 under the
    DCP and represents 39.4% and 43.4%, respectively, of his salary,
    the amounts payable under the bonus plan and the DCP for the
    group of which Mr. Calvin is a member for achievement of an
    Operating Margin of 4.9%.(4)
    
    Includes for Mr. Calvin, contributions by the Company to
    his CRISP account of $12,609, group term life insurance of
    $1,361, and payment in lieu of specific perquisites of $9,213.
    Includes for Mr. Pennella, 98




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##### Table of Contents



contributions by the Company to his CRISP account of $13,200.
    Mr. Pennellas perquisites were less than $10,000.
    Includes for Ms. Rodgers, contributions by the Company to
    her CRISP account of $12,807, group term life insurance of
    $1,404, and payment in lieu of specific perquisites of $9,213.
    Includes for Mr. Mead, contributions by the Company to his
    CRISP account of $12,713, group term life insurance of $1,380,
    and payment in lieu of specific perquisites of $9,213.(5)
    
    Represents $234,600 under the bonus plan and $188,890 under the
    DCP and represents 54.4% and 43.8%, respectively, of his salary,
    the amounts payable under the bonus plan and the DCP for the
    group of which Mr. Pennella is a member for achievement of
    an Operating Margin of 4.9%.(6)
    
    Represents $81,500 under the bonus plan and $90,000 under the
    DCP and represents 39.4% and 43.5%, respectively, of her salary,
    the amounts payable under the bonus plan and the DCP for the
    group of which Ms. Rodgers is a member for achievement of
    an Operating Margin of 4.9%.(7)
    
    Represents $79,000 under the bonus plan and $85,000 under the
    DCP and represents 38.8% and 41.7%, respectively, of his salary,
    the amounts payable under the bonus plan and the DCP for the
    group of which Mr. Mead is a member for achievement of an
    Operating Margin of 4.9%.    Grants of
    Plan-Based Awards
  Estimated Future Payouts Under Non-Name


Grant Date



Equity Incentive Plan AwardsThreshold ($)



Target ($)



Maximum ($)(a)


(b)



(c)



(d)



(e)Thomas B. Crowley Jr.(1)



3/7/06



$
169,260



$
803,985



$
1,227,135Thomas B. Crowley Jr.(2)



3/7/06




211,575




1,100,190




1,523,340John C. Calvin(3)



3/8/06




10,015




70,103




120,177John C. Calvin(4)



3/8/06




60,089




70,103




160,236William A. Pennella(3)



3/8/06




21,113




211,125




380,025William A. Pennella(4)



3/8/06




126,675




147,788




380,025Susan L. Rodgers(3)



3/8/06




10,346




72,419




124,146Susan L. Rodgers(4)



3/8/06




62,073




72,419




165,528Arthur F. Mead III(3)



3/8/06




10,189




71,321




122,265Arthur F. Mead III(4)



3/8/06




61,133




71,321




163,020     (1)
    
    Represents potential bonus payable to Mr. Crowley under the
    MIP. The actual amount paid appears under Non-Equity
    Incentive Plan Compensation in the Summary Compensation
    Table.(2)
    
    Represents potential deferred compensation for Mr. Crowley
    under the MIP. The actual amount paid appears under
    Non-Equity Incentive Plan Compensation in the
    Summary Compensation Table.(3)
    
    Represents potential bonus payable to Messrs. Calvin,
    Pennella, and Mead and Ms. Rodgers. The actual amount paid
    appears under Non-Equity Incentive Plan Compensation
    in the Summary Compensation Table.(4)
    
    Represents potential DCP payable to Messrs. Calvin,
    Pennella, and Mead and Ms. Rodgers. The actual amount paid
    appears under Non-Equity Incentive Plan Compensation
    in the Summary Compensation.   99




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##### Table of Contents



Nonqualified
    Deferred Compensation
  Registrant



Aggregate



Aggregate



AggregateContributions



Earnings in



Withdrawals/



Balance at LastName


in Last FY ($)



Last FY ($)



Distributions ($)



FYE ($)(a)


(c)(1)



(d)(2)



(e)



(f)(4)Thomas B. Crowley, Jr.


$
1,176,360



$
880,189



$




$
10,186,438John C. Calvin



87,000




21,045




51,708




326,507William A. Pennella



188,890




76,071




174,455




974,194Susan L. Rodgers



90,000




32,933




58,783




379,870Arthur F. Mead III



85,000




1,833









136,833     (1)
    
    Represents Company contributions to Messrs. Calvin,
    Pennella and Mead and Ms. Rodgers under the DCP and to
    Mr. Crowley under the deferred compensation component of
    the MIP.(2)
    
    Represents the amount of aggregate interest and dividends
    accrued for each named executive officers account. The
    aggregate amounts reflect the investment models chosen by each
    participant and the amounts in each participants account.(3)
    
    Represents withdrawals and distributions from the accounts of
    Messrs. Calvin and Pennella and Ms. Rodgers based on
    their prior elections.(4)
    
    Represents aggregate balance in each of the named executive
    officers accounts as of December 31, 2006.   100




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##### Table of Contents



Compensation
    of Directors
      Director
    Compensation
  Fees Earned or



All OtherName


Paid in Cash ($)



Compensation ($)







Total ($)(a)(1)


(b)(2)



(g)(3)







(h)Philip E. Bowles


$
55,400



$









$
55,400Molly M. Crowley



44,250














44,250Gary L. Depolo



53,900














53,900Earl T. Kivett



53,900




15,165




(3
)



69,065Leland S. Prussia



53,900














53,900William P. Verdon



34,250




440,410




(4
)



474,660Cameron W. Wolfe, Jr.



47,250




10,320




(3
)



57,570     (1)
    
    Officers and employees of the Company who are also directors are
    not entitled to director compensation. Therefore,
    Messrs. Crowley and Pennella received no director
    compensation.(2)
    
    Represents fees from retainer and attendance at Board of
    Director meetings and committee meetings.(3)
    
    Represents payment of premiums for health insurance.(4)
    
    Represents a distribution from the DCP in the amount of $210,616
    after retirement as an officer and employee of the Company,
    consulting fees of $200,004 (see Item 13. Certain
    Relationships and Related Transactions, 101




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##### Table of Contents



and Director Independence), payment of premiums of $19,470
    for life insurance and payment of premiums of $10,320 for health
    insurance.  Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
  Form 10-K.
   
 Philip E. Bowles      
 
 Gary L. Depolo   102




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    SERIES A JUNIORCLASS N


CONVERTIBLECOMMON STOCK


COMMON SHARES


PREFERRED STOCKNUMBER





NUMBER





NUMBEROF





OF





OFSHARES


PERCENT


SHARES


PERCENT


SHARES


PERCENTOWNED


OF


OWNED


OF


OWNED


OFNAME

(1)


CLASS


(1)


CLASS


(1)


CLASSThe Mechanics Bank of Richmond(2)


32,601



36.3
%


46,138



100
%


225,848



71.7
%Stockholder Group(3)


9,836



10.9
%










Franklin Advisory Services, LLC(4)


6,582



7.3
%














Thomas B. Crowley, Jr.(5)


44,270



49.3
%


46,138



100
%


314,794



99.9
%Philip E. Bowles


3,389



3.8
%














Molly M. Crowley(6)


32,601



36.3
%


46,138



100
%


225,848



71.7
%Gary L. Depolo






















Earl T. Kivett






















William A. Pennella(7)


38




*














Leland S. Prussia






















William P. Verdon






















Cameron W. Wolfe, Jr.






















Arthur F. Mead III(8)


13




*














John C. Calvin(9)


25




*














Susan L. Rodgers(10)


52




*














Christine Crowley(11)


5,039



5.6
%










15,211



4.8
%Crowley Asset
    Management, L.P.(12)


4,355



4.8
%










15,211



4.8
%Crowley Retirement Stock Plan


8,075



9.0
%














All directors and executive
    officers as a group (15 persons)


47,832



53.2
%


46,138



100
%


314,794



99.9
%     *
    
    Less than one percent.  (1)
    
    Unless otherwise indicated in the footnotes, includes all shares
    with respect to which each person, directly or indirectly,
    through any contract, arrangement, understanding, relationship
    or otherwise, has or shares the power to vote or to direct
    voting of such shares or to dispose or to direct the disposition
    of such shares. Except as otherwise disclosed herein, neither
    the Company nor, to the best of the Companys knowledge,
    any of its affiliates, directors or executive officers, is party
    to any contract, arrangement, understanding or relationship
    concerning the transfer or voting of the Companys stock,
    joint ventures, loan or option agreements, puts or 103




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##### Table of Contents



calls, guaranties of loans, guaranties against loss or the
    giving or withholding of proxies, consents or authorizations.(2)
    
    Includes 32,601 shares of common stock, 46,138 shares
    of Class N common shares and 225,848 shares of
    Series A Junior Convertible Preferred Stock held by the
    Thomas B. Crowley Marital Trust over which The Mechanics Bank of
    Richmond shares dispositive power with Molly M. Crowley and
    Thomas B. Crowley, Jr. The Banks address is 1999
    Harrison Street, Suite 100, Lake Merritt Plaza Building,
    Oakland, California 94612.(3)
    
    A Schedule 13D filed with the Securities and Exchange
    Commission on November 30, 2004 as amended by Amendment
    No. 1 thereto filed on December 27, 2005 (as so
    amended the Schedule 13D), identifies certain
    stockholders of the Company (the Stockholder Group)
    who may be deemed to be a group for purposes
    of
    Regulation 13D-G
    under the Securities Exchange Act of 1934, as amended, as a
    result of their agreement to file and pursue a lawsuit
    against the Company and its directors and that this Stockholder
    Group may be deemed to beneficially own, collectively, an
    aggregate of 9,386 shares of common stock. The
    Schedule 13D states that Franklin Advisory Services, LLC
    (FAS) beneficially owns, and has sole voting and
    sole dispositive power with respect to, 6,582 shares of
    common stock. The Schedule 13D also states that Franklin
    Resources, Inc., Charles B. Johnson and Rupert H.
    Johnson, Jr. each beneficially own  and disclaim
    beneficial ownership of  these same shares due to
    their relationships with FAS. The Schedule 13D also states
    that the following stockholders beneficially own the following
    numbers of shares of common stock: P. Oppenheimer Investment
    Partnership, LP (1,484 shares), Oppenheimer-Close
    International, Ltd. (110 shares), Wynnefield Partners Small
    Cap Value, L.P. (370), Wynnefield Partners Small Cap Value, L.P.
    I (460 shares), Wynnefield Small Cap Value Offshore Fund,
    Ltd. (330), Channell Partnership II L.P. (33 shares),
    Wynnefield Capital Management LLC (830 shares), Wynnefield
    Capital, Inc. (330 shares), Nelson Obus
    (1,201 shares), Joshua Landes (1,160 shares) and John
    H. Norberg, Jr. (9 shares). The Schedule 13D also
    identifies certain other entities and individuals who, by virtue
    of their relationships to the foregoing entities and
    individuals, also may be deemed beneficially to own certain of
    the foregoing shares. The Schedule 13D also states that:
    (a) certain of the entities and individuals identified
    therein disclaim membership in a group with the
    others who are identified in the Schedule 13D; and
    (b) the following parties have the following addresses:
    FAS  One Parker Plaza, 9th Floor, Fort Lee,
    New Jersey 07024; Franklin Resources, Inc., Charles Johnson and
    Rupert Johnson  One Franklin Parkway, San Mateo,
    California
    94403-1906;
    P. Oppenheimer Investment Partnership LP and Oppenheimer-Close
    International, Ltd.  119 West 57th Street,
    Suite 1515, New York, New York 10019; and Wynnefield
    Partners Small Cap Value, L.P., Wynnefield Partners Small Cap
    Value, L.P. I, Wynnefield Small Cap Value Offshore Fund,
    Ltd., Channell Partnership II L.P., Wynnefield Capital
    Management, LLC, Wynnefield Capital, Inc., Nelson Obus, and
    Joshua Landes  450 Seventh Avenue, Suite 509,
    New York, New York 10123 and John H. Norberg, Jr. P.O.
    Box 8511, Rancho Santa Fe, California 92067.(4)
    
    See note 3 above for information relating to FAS.(5)
    
    Includes 32,601 shares of common stock, 46,138 shares
    of Class N common shares and 225,848 shares of
    Series A Junior Convertible Preferred Stock held by the
    Thomas B. Crowley Marital Trust over which Thomas B.
    Crowley, Jr. has sole voting power and shares dispositive
    power with Molly M. Crowley and The Mechanics Bank of Richmond;
    684 shares of common stock held by Christine Crowley, who
    is Thomas B. Crowley, Jr.s spouse, over which Thomas
    B. Crowley, Jr. has shared voting power and dispositive
    power with Christine Crowley; 278 shares of common stock
    held by the Crowley Foundation over which Thomas B.
    Crowley, Jr. has sole voting and investment power;
    6,352 shares of common stock and 73,735 shares of
    Series A Junior Convertible Preferred Stock held by trusts
    for the benefit of Thomas B. Crowley, Jr. and members of
    his family as to which he has voting or investment power;
    4,355 shares of common stock and 15,211 shares of
    Series A Junior Convertible Preferred Stock held by Crowley
    Asset Management, L.P. over which he shares voting and
    investment power with his spouse, Christine Crowley.(6)
    
    Includes 32,601 shares of common stock, 46,138 shares
    of Class N common shares and 225,848 shares of
    Series A Junior Convertible Preferred Stock held by the
    Thomas B. Crowley Marital Trust over which Molly M. Crowley
    shares dispositive power with Thomas B. Crowley, Jr. and
    The Mechanics Bank of Richmond. 104




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##### Table of Contents



(7)
    
    These shares are held by Mr. Pennella under the
    Companys Retirement Stock Plan, Stock Savings Plan and
    Employee Stock Ownership Plan.(8)
    
    These shares are held by Mr. Mead under the Companys
    Employee Stock Ownership Plan.(9)
    
    These shares are held by Mr. Calvin under the
    Companys Retirement Stock Plan, Stock Savings Plan and
    Employee Stock Ownership Plan.(10)
    
    These shares are held by Ms. Rodgers under the
    Companys Retirement Stock Plan, Stock Savings Plan and
    Employee Stock Ownership Plan.(11)
    
    Includes 684 shares of common stock held by Christine
    Crowley and 4,355 shares of common stock and
    15,211 shares of Series A Junior Convertible Preferred
    Stock held by Crowley Asset Management, L.P. over which
    Christine Crowley shares voting and investment power with her
    spouse, Thomas B. Crowley, Jr.(12)
    
    Christine Crowley, the spouse of Thomas B. Crowley, Jr., is
    the general partner of Crowley Asset Management, L.P. and shares
    voting and investment power over the shares held by the
    partnership with her spouse, Thomas B. Crowley, Jr.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.       105




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services.  Accounting
    Fees
    2006


2005Audit fees(1)

$
1,312,734


$
988,933Audit-related fees(2)


45,000



210,730Tax fees(3)


438,200



446,910All Other Fees(4)


107,777



269,731Total Fees

$
1,903,711


$
1,916,304     (1)
    
    Audit fees represent fees for: (a) professional services
    provided for the audit of our financial statements and review of
    our quarterly financial statements; and (b) audit services
    provided for other statutory or regulatory filings.(2)
    
    Audit-related fees consist principally of fees for audits of
    financial statements of certain employee benefit plans, due
    diligence services related to acquisitions and divestitures and
    other attestation services.(3)
    
    Tax fees consist of fees for tax compliance, tax planning and
    tax advice.(4)
    
    All other fees consist of fees for general consulting, including
    principally assistance provided to the Company to help it comply
    with certain requirements of Sarbanes Oxley.  Pre-Approval
    Policy
   106




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##### Table of Contents



case-by-case
 107




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.    Consolidated financial statements:
  Consolidated financial statement
    schedules:
  Exhibits.
  Form 10-K
  ExhibitNumber

Description2
.1

Acquisition Agreement for MTL
    Petrolink Corp. by and among Marine Transport Corporation, as
    Seller, American Eagle Tankers Inc. Limited, as Buyer, and
    Crowley Maritime Corporation, as Guarantor, dated April 29,
    2002 (incorporated by reference to Exhibit No. 2.1 to
    the registrants Registration Statement on
    Form 10-12G/A
    filed on June 4, 2002, File
    No. 000-49717.)2
.2.1

Purchase and Sale of the Fuel
    Business of Northland Fuel LLC Purchase Agreement, dated as of
    July 9, 2004, between Crowley Marine Services, Inc.,
    Northland Fuel LLC, Yukon Fuel Company and Northland Vessel
    Leasing Company LLC (incorporated by reference to
    Exhibit No. 2.1 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2004, File
    No. 000-49717.)(a)2
.2.2

Amendment No. 1 to Purchase
    Agreement dated as of October 13, 2004, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.3 to the
    registrants
    Form 10-Q
    for the quarter ended September 30, 2004, File
    No. 000-49717.)2
.2.3

Amendment No. 2 to Purchase
    Agreement dated as of November 22, 2004, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.5 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2004,
    File
    No. 000-49717.)2
.2.4

Amendment No. 3 to Purchase
    Agreement dated as of January 14, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.6 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.5

Amendment No. 4 to Purchase
    Agreement dated as of January 21, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.7 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.6

Amendment No. 5 to Purchase
    Agreement dated as of January 28, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.8 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.7

Amendment No. 6 to Purchase
    Agreement dated as of February 4, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.9 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.) 108




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##### Table of Contents



ExhibitNumber

Description2
.2.8

Amendment No. 7 to Purchase
    Agreement, dated as of February 10, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.10 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.9

Amendment No. 8 to Purchase
    Agreement, dated as of September 6, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.11 to the
    registrants
    Form 8-K
    Current Report dated as of September 6, 2005, File
    No. 000-49717.)(b)2
.2.10

Amendment No. 9 to Purchase
    Agreement, dated as of December 5, 2005, by and between
    Crowley Marine Services, Inc., Fuel Holding Company LLC (f/k/a
    Northland Fuel LLC), YF Company and NV Fuel LLC (f/k/a Northland
    Vessel Leasing Company LLC) (incorporated by reference to
    Exhibit No. 2.2.10 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.11

Amendment No. 10 to Purchase
    Agreement, dated as of January 18, 2006, by and between
    Crowley Marine Services, Inc., Fuel Holding Company LLC (f/k/a
    Northland Fuel LLC), YF Company and NV Fuel LLC (f/k/a Northland
    Vessel Leasing Company LLC) (incorporated by reference to
    Exhibit No. 2.2.11 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.12

Amendment No. 11 to Purchase
    Agreement, dated as of January 30, 2006, by and between
    Crowley Marine Services, Inc., Fuel Holding Company LLC (f/k/a
    Northland Fuel LLC), YF LLC (f/k/a Yukon Fuel Company
    LLC) and NV Fuel LLC (incorporated by reference to
    Exhibit No. 2.2.12 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.13

Post-Closing Agreement, dated as
    of January 30, 2006, by and between Crowley Marine
    Services, Inc., Fuel Holding Company LLC (f/k/a Northland Fuel
    LLC), YF LLC (f/k/a Yukon Fuel Company LLC), NV Fuel LLC (f/k/a
    Northland Vessel Leasing Company LLC) and Barge Lines LLC
    (f/k/a Yutana Barge Lines LLC) (incorporated by reference to
    Exhibit No. 2.2.13 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.14

Post-Closing Agreement, dated as
    of February 22, 2006, by and between Crowley Marine
    Services, Inc., Fuel Holding Company LLC (f/k/a Northland Fuel
    LLC), YF LLC (f/k/a Yukon Fuel Company LLC), NV Fuel LLC (f/k/a
    Northland Vessel Leasing Company LLC) and Barge Lines LLC
    (f/k/a Yutana Barge Lines LLC) (incorporated by reference to
    Exhibit No. 2.2.14 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.3.1

Asset Purchase Agreement dated as
    of July 9, 2004 by and between Yutana Barge Lines, LLC and
    Crowley Marine Services, Inc. (incorporated by reference to
    Exhibit No. 2.2 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2004, File
    No. 000-49717.)(a)2
.3.2

Amendment No. 1 to Asset
    Purchase Agreement between Crowley Marine Services, Inc. and
    Yutana Barge Lines, LLC (incorporated by reference to
    Exhibit No. 10.2 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2005, File
    No. 000-49717.)(a)3
.1

Certificate of Amendment of
    Restated Certificate of Incorporation of Crowley Maritime
    Corporation dated as of May 23, 1994 (incorporated by
    reference to Exhibit No. 3.1 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.) 109




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##### Table of Contents



ExhibitNumber

Description3
.2

Certificate of Amendment of
    Restated Certificate of Incorporation of Crowley Maritime
    Corporation dated as of July 31, 1992 (incorporated by
    reference to Exhibit No. 3.2 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)3
.3

Restated Certificate of
    Incorporation of Crowley Maritime Corporation (incorporated by
    reference to Exhibit No. 3.3 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)3
.4

Amended and Restated By-Laws as of
    February 27, 2007 of Crowley Maritime Corporation4
.1

Form of Common Stock certificate
    (incorporated by reference to Exhibit No. 4.1 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)10
.1

Agreement for Contract Services
    between Crowley Maritime Corporation and William P. Verdon
    (incorporated by reference to Exhibit No. 10.1 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)#10
.2

Crowley Maritime Corporation
    Deferred Compensation Plan as amended and restated (incorporated
    by reference to Exhibit No. 10.2 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.3

Crowley Maritime Corporation
    Deferred Compensation Plan Trust Agreement as amended
    (incorporated by reference to Exhibit No. 10.3 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.4

Individual Executive Benefit
    Agreement between Crowley Maritime Corporation and James B.
    Rettig (incorporated by reference to Exhibit No. 10.5
    to the registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.1

Second Amendment to Split Dollar
    Life Insurance Agreement between Crowley Maritime Corporation
    and Thomas B. Crowley, Jr., as Trustee of the Thomas B.
    Crowley, Jr. Revocable Trust u/t/a dtd. July 1, 1998
    by and between Thomas B. Crowley, Jr., as trustor and as
    trustee, dated as of July 20, 1998 (incorporated by
    reference to Exhibit No. 10.8 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.2

Split Dollar Life Insurance
    Agreement (1035 Exchange Policy) between Crowley Maritime
    Corporation and Thomas B. Crowley, Jr. dated as of
    July 20, 1998 (incorporated by reference to
    Exhibit No. 10.9 to the registrants Registration
    Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.3

Split Dollar Life Insurance
    Agreement (New Policies) between Crowley Maritime Corporation
    and Thomas B. Crowley, Jr. dated as of July 20, 1998
    (incorporated by reference to Exhibit No. 10.10 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.4

Split Dollar Life Insurance
    Agreement between Crowley Maritime Corporation, Thomas B.
    Crowley, Jr. and Christine S. Crowley, as Distributing
    Trustee of the 1998 Crowley Family Generation 
    Skipping Trust u/t/d dtd/ November 12, 1998 by and between
    Thomas B. Crowley, Jr., as trustor and as trustee, dated as
    of November 24, 1998 (incorporated by reference to
    Exhibit No. 10.11 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)# 110




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##### Table of Contents



ExhibitNumber

Description10
.6

Settlement Agreement, dated as of
    December 23, 2003, between Crowley Maritime Corporation and
    Thomas B. Crowley, Jr. (incorporated by reference to
    Exhibit No. 10.14 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)#(b)10
.7

Crowley Maritime Corporation 2004
    Management Incentive Plan, dated March 10, 2004
    (incorporated by reference to Exhibit No. 10.15 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)#10
.8

Description of Crowley Maritime
    Corporation Bonus Plan For Executives Whose Direct Annual
    Compensation is Less Than $1.0 Million (incorporated by
    reference to Exhibit No. 10.17 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2004,
    File
    No. 000-49717.)#10
.9

Summary of Named Executive Officer
    and Director Compensation Arrangements#10
.10.1

$95,000,000 Second Amended and
    Restated Credit Agreement Dated February 27, 2004
    (incorporated by reference to Exhibit No. 10.1.2 to
    the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)10
.10.2

Joinder Agreement (increasing the
    amount to $115,000,000), dated April 4, 2006, to Second
    Amended and Restated Credit Agreement dated February 27,
    2004 (incorporated by reference to Exhibit No. 10.1 to
    the registrants
    Form 10-Q
    for the quarter ended March 31, 2006, File
    No. 000-49717.)(a)10
.11.1

Loan Agreement dated
    December 24, 2003 Providing for a Secured Term Loan up to
    $115,000,000 between Crowley Marine Services, Inc., as Borrower,
    the Banks and Financial Institutions listed on Schedule I
    hereto, as Lenders, and Den Norske Bank ASA, and Crowley
    Maritime Corporation, as Guarantor, and Amendment No. 1
    thereto made as of March 15, 2004 (incorporated by
    reference to Exhibit No. 4.2 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)(a)(c)10
.11.2

Amendment No. 2 to Loan
    Agreement dated December 24, 2003 Providing for a Secured
    Term Loan of up to $115,000,000 between Crowley Marine Service
    Inc., as Borrower, the Banks of Financial Institutions listed on
    Schedule 1 to the Loan Agreement, as Lenders, and DNB NOR
    BANK ASA, and Crowley Maritime Corporation, as Guarantor, dated
    June 30, 2004 (incorporated by reference to
    Exhibit No. 4.2 to the registrants
    Form 10-Q
    for the quarter ended June 30, 2004, File
    No. 000-49717.)10
.12

Vessel Construction Contract,
    dated as of June 2, 2004, between VT Halter Marine Inc., a
    Delaware corporation, and Vessel Management Services, Inc., a
    Delaware corporation (incorporated by reference to
    Exhibit No. 10.1 to the registrants
    Form 10-Q
    for the quarter ended June 30, 2004, File
    No. 000-49717.)10
.13

Vessel Construction Contract
    entered into as of August 23, 2005, by and between VT
    Halter Marine, Inc. and Vessel Management Services, Inc.
    (incorporated by reference to Exhibit No. 10.1 to the
    registrants
    Form 10-Q
    for the quarter ended September 30, 2005, File
    No. 000-49717.)(a)10
.14

Vessel Construction Contract,
    dated August 29, 2006, between VT Halter Marine, Inc., a
    Delaware corporation, and Vessel Management Services, Inc., a
    Delaware corporation (incorporated by reference to
    Exhibit No. 10.1 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2006, File
    No. 000-49717.)(a)11


Statement regarding computation of
    per share earnings (incorporated herein by reference to
    Note 19 of the Notes to Consolidated Financial Statements
    in Item 8. Financial Statements and Supplementary
    Data) 111




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##### Table of Contents



ExhibitNumber

Description21


Subsidiaries of Crowley Maritime
    Corporation31
.1

Rules 13a-14(a)
    and 15d-14a
    Certification (Principal Executive Officer)31
.2

Rules 13a-14(a)
    and 15d-14a
    Certification (Principal Financial Officer)32
.1

Section 1350 Certifications     (a)
    Certain schedules and exhibits listed in the table of contents
    for this agreement have been omitted. Copies thereof will be
    furnished supplementally to the Securities and Exchange
    Commission upon request.  (b)
    Schedule A (Policies on Life of the Survivor of Thomas B.
    and Molly Crowley) and Schedule B (Bank Loan) have been
    omitted. Copies thereof will be furnished supplementally to the
    Securities and Exchange Commission upon request.  (c)
    Neither the Company nor its subsidiaries are parties to any
    other instrument with respect to long-term debt for which the
    securities authorized thereunder exceeds 10% of the total assets
    of the Company and its subsidiaries on a consolidated basis.
    Copies of instruments with respect to long-term debt of lesser
    amounts will be provided to the Securities and Exchange
    Commission upon request.#
    Management contract or compensatory plan or arrangement.    Regulation S-K
    Form 10-K.
 112




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##### Table of Contents



SIGNATURES    CROWLEY MARITIME CORPORATION
  By:
    /s/  Thomas
    B. Crowley           By:
    /s/  Thomas
    B. Crowley, Jr.          By:
    /s/  John
    C. Calvin         By:
    /s/  William
    A. Pennella  
     113




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##### Table of Contents



By:
    /s/  Philip
    E. Bowles        By:
    /s/  Molly
    M. Crowley        By:
    /s/  Gary
    L. Depolo        By:
    /s/  Earl
    T. Kivett        By:
    /s/  Leland
    S. Prussia        By:
    /s/  William
    P. Verdon        By:
    /s/  Cameron
    W. Wolfe, Jr.      114




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description2
.1

Acquisition Agreement for MTL
    Petrolink Corp. by and among Marine Transport Corporation, as
    Seller, American Eagle Tankers Inc. Limited, as Buyer, and
    Crowley Maritime Corporation, as Guarantor, dated April 29,
    2002 (incorporated by reference to Exhibit No. 2.1 to
    the registrants Registration Statement on
    Form 10-12G/A
    filed on June 4, 2002, File
    No. 000-49717.)2
.2.1

Purchase and Sale of the Fuel
    Business of Northland Fuel LLC Purchase Agreement, dated as of
    July 9, 2004, between Crowley Marine Services, Inc.,
    Northland Fuel LLC, Yukon Fuel Company and Northland Vessel
    Leasing Company LLC (incorporated by reference to
    Exhibit No. 2.1 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2004, File
    No. 000-49717.)(a)2
.2.2

Amendment No. 1 to Purchase
    Agreement dated as of October 13, 2004, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.3 to the
    registrants
    Form 10-Q
    for the quarter ended September 30, 2004, File
    No. 000-49717.)2
.2.3

Amendment No. 2 to Purchase
    Agreement dated as of November 22, 2004, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.5 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2004,
    File
    No. 000-49717.)2
.2.4

Amendment No. 3 to Purchase
    Agreement dated as of January 14, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.6 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.5

Amendment No. 4 to Purchase
    Agreement dated as of January 21, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.7 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.6

Amendment No. 5 to Purchase
    Agreement dated as of January 28, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.8 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.7

Amendment No. 6 to Purchase
    Agreement dated as of February 4, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.9 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.8

Amendment No. 7 to Purchase
    Agreement, dated as of February 10, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.10 to the
    registrants
    Form 10-Q
    for the quarter ended March 31, 2005, File
    No. 000-49717.)2
.2.9

Amendment No. 8 to Purchase
    Agreement, dated as of September 6, 2005, by and between
    Crowley Marine Services, Inc., Northland Fuel LLC, Yukon Fuel
    Company and Northland Vessel Leasing Company LLC (incorporated
    by reference to Exhibit No. 2.11 to the
    registrants
    Form 8-K
    Current Report dated as of September 6, 2005, File
    No. 000-49717.)(b)2
.2.10

Amendment No. 9 to Purchase
    Agreement, dated as of December 5, 2005, by and between
    Crowley Marine Services, Inc., Fuel Holding Company LLC (f/k/a
    Northland Fuel LLC), YF Company and NV Fuel LLC (f/k/a Northland
    Vessel Leasing Company LLC) (incorporated by reference to
    Exhibit No. 2.2.10 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.) 115




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##### Table of Contents



ExhibitNumber

Description2
.2.11

Amendment No. 10 to Purchase
    Agreement, dated as of January 18, 2006, by and between
    Crowley Marine Services, Inc., Fuel Holding Company LLC (f/k/a
    Northland Fuel LLC), YF Company and NV Fuel LLC (f/k/a Northland
    Vessel Leasing Company LLC) (incorporated by reference to
    Exhibit No. 2.2.11 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.12

Amendment No. 11 to Purchase
    Agreement, dated as of January 30, 2006, by and between
    Crowley Marine Services, Inc., Fuel Holding Company LLC (f/k/a
    Northland Fuel LLC), YF LLC (f/k/a Yukon Fuel Company
    LLC) and NV Fuel LLC (incorporated by reference to
    Exhibit No. 2.2.12 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.13

Post-Closing Agreement, dated as
    of January 30, 2006, by and between Crowley Marine
    Services, Inc., Fuel Holding Company LLC (f/k/a Northland Fuel
    LLC), YF LLC (f/k/a Yukon Fuel Company LLC), NV Fuel LLC (f/k/a
    Northland Vessel Leasing Company LLC) and Barge Lines LLC
    (f/k/a Yutana Barge Lines LLC) (incorporated by reference to
    Exhibit No. 2.2.13 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.2.14

Post-Closing Agreement, dated as
    of February 22, 2006, by and between Crowley Marine
    Services, Inc., Fuel Holding Company LLC (f/k/a Northland Fuel
    LLC), YF LLC (f/k/a Yukon Fuel Company LLC), NV Fuel LLC (f/k/a
    Northland Vessel Leasing Company LLC) and Barge Lines LLC
    (f/k/a Yutana Barge Lines LLC) (incorporated by reference to
    Exhibit No. 2.2.14 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)2
.3.1

Asset Purchase Agreement dated as
    of July 9, 2004 by and between Yutana Barge Lines, LLC and
    Crowley Marine Services, Inc. (incorporated by reference to
    Exhibit No. 2.2 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2004, File
    No. 000-49717.)(a)2
.3.2

Amendment No. 1 to Asset
    Purchase Agreement between Crowley Marine Services, Inc. and
    Yutana Barge Lines, LLC (incorporated by reference to
    Exhibit No. 10.2 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2005, File
    No. 000-49717.)(a)3
.1

Certificate of Amendment of
    Restated Certificate of Incorporation of Crowley Maritime
    Corporation dated as of May 23, 1994 (incorporated by
    reference to Exhibit No. 3.1 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)3
.2

Certificate of Amendment of
    Restated Certificate of Incorporation of Crowley Maritime
    Corporation dated as of July 31, 1992 (incorporated by
    reference to Exhibit No. 3.2 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)3
.3

Restated Certificate of
    Incorporation of Crowley Maritime Corporation (incorporated by
    reference to Exhibit No. 3.3 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)3
.4

Amended and Restated By-Laws as of
    February 27, 2007 of Crowley Maritime Corporation4
.1

Form of Common Stock certificate
    (incorporated by reference to Exhibit No. 4.1 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)10
.1

Agreement for Contract Services
    between Crowley Maritime Corporation and William P. Verdon
    (incorporated by reference to Exhibit No. 10.1 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2005,
    File
    No. 000-49717.)#10
.2

Crowley Maritime Corporation
    Deferred Compensation Plan as amended and restated (incorporated
    by reference to Exhibit No. 10.2 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)# 116




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##### Table of Contents



ExhibitNumber

Description10
.3

Crowley Maritime Corporation
    Deferred Compensation Plan Trust Agreement as amended
    (incorporated by reference to Exhibit No. 10.3 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.4

Individual Executive Benefit
    Agreement between Crowley Maritime Corporation and James B.
    Rettig (incorporated by reference to Exhibit No. 10.5
    to the registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.1

Second Amendment to Split Dollar
    Life Insurance Agreement between Crowley Maritime Corporation
    and Thomas B. Crowley, Jr., as Trustee of the Thomas B.
    Crowley, Jr. Revocable Trust u/t/a dtd. July 1, 1998
    by and between Thomas B. Crowley, Jr., as trustor and as
    trustee, dated as of July 20, 1998 (incorporated by
    reference to Exhibit No. 10.8 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.2

Split Dollar Life Insurance
    Agreement (1035 Exchange Policy) between Crowley Maritime
    Corporation and Thomas B. Crowley, Jr. dated as of
    July 20, 1998 (incorporated by reference to
    Exhibit No. 10.9 to the registrants Registration
    Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.3

Split Dollar Life Insurance
    Agreement (New Policies) between Crowley Maritime Corporation
    and Thomas B. Crowley, Jr. dated as of July 20, 1998
    (incorporated by reference to Exhibit No. 10.10 to the
    registrants Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.5.4

Split Dollar Life Insurance
    Agreement between Crowley Maritime Corporation, Thomas B.
    Crowley, Jr. and Christine S. Crowley, as Distributing
    Trustee of the 1998 Crowley Family Generation 
    Skipping Trust u/t/d dtd/ November 12, 1998 by and between
    Thomas B. Crowley, Jr., as trustor and as trustee, dated as
    of November 24, 1998 (incorporated by reference to
    Exhibit No. 10.11 to the registrants
    Registration Statement on
    Form 10-12G
    filed on April 1, 2002, File
    No. 000-49717.)#10
.6

Settlement Agreement, dated as of
    December 23, 2003, between Crowley Maritime Corporation and
    Thomas B. Crowley, Jr. (incorporated by reference to
    Exhibit No. 10.14 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)#(b)10
.7

Crowley Maritime Corporation 2004
    Management Incentive Plan, dated March 10, 2004
    (incorporated by reference to Exhibit No. 10.15 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)#10
.8

Description of Crowley Maritime
    Corporation Bonus Plan For Executives Whose Direct Annual
    Compensation is Less Than $1.0 Million (incorporated by
    reference to Exhibit No. 10.17 to the
    registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2004,
    File
    No. 000-49717.)#10
.9

Summary of Named Executive Officer
    and Director Compensation Arrangements#10
.10.1

$95,000,000 Second Amended and
    Restated Credit Agreement Dated February 27, 2004
    (incorporated by reference to Exhibit No. 10.1.2 to
    the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)10
.10.2

Joinder Agreement (increasing the
    amount to $115,000,000), dated April 4, 2006, to Second
    Amended and Restated Credit Agreement dated February 27,
    2004 (incorporated by reference to Exhibit No. 10.1 to
    the registrants
    Form 10-Q
    for the quarter ended March 31, 2006, File
    No. 000-49717.)(a)10
.11.1

Loan Agreement dated
    December 24, 2003 Providing for a Secured Term Loan up to
    $115,000,000 between Crowley Marine Services, Inc., as Borrower,
    the Banks and Financial Institutions listed on Schedule I
    hereto, as Lenders, and Den Norske Bank ASA, and Crowley
    Maritime Corporation, as Guarantor, and Amendment No. 1
    thereto made as of March 15, 2004 (incorporated by
    reference to Exhibit No. 4.2 to the registrants
    Form 10-K
    Annual Report for the fiscal year ended December 31, 2003,
    File
    No. 000-49717.)(a)(c) 117




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##### Table of Contents



ExhibitNumber

Description10
.11.2

Amendment No. 2 to Loan
    Agreement dated December 24, 2003 Providing for a Secured
    Term Loan of up to $115,000,000 between Crowley Marine Service
    Inc., as Borrower, the Banks of Financial Institutions listed on
    Schedule 1 to the Loan Agreement, as Lenders, and DNB NOR
    BANK ASA, and Crowley Maritime Corporation, as Guarantor, dated
    June 30, 2004 (incorporated by reference to
    Exhibit No. 4.2 to the registrants
    Form 10-Q
    for the quarter ended June 30, 2004, File
    No. 000-49717.)10
.12

Vessel Construction Contract,
    dated as of June 2, 2004, between VT Halter Marine Inc., a
    Delaware corporation, and Vessel Management Services, Inc., a
    Delaware corporation (incorporated by reference to
    Exhibit No. 10.1 to the registrants
    Form 10-Q
    for the quarter ended June 30, 2004, File
    No. 000-49717.)10
.13

Vessel Construction Contract
    entered into as of August 23, 2005, by and between VT
    Halter Marine, Inc. and Vessel Management Services, Inc.
    (incorporated by reference to Exhibit No. 10.1 to the
    registrants
    Form 10-Q
    for the quarter ended September 30, 2005, File
    No. 000-49717.)(a)10
.14

Vessel Construction Contract,
    dated August 29, 2006, between VT Halter Marine, Inc., a
    Delaware corporation, and Vessel Management Services, Inc., a
    Delaware corporation (incorporated by reference to
    Exhibit No. 10.1 to the registrants
    Form 10-Q
    for the quarter ended September 30, 2006, File
    No. 000-49717.)(a)11


Statement regarding computation of
    per share earnings (incorporated herein by reference to
    Note 19 of the Notes to Consolidated Financial Statements
    in Item 8. Financial Statements and Supplementary
    Data)21


Subsidiaries of Crowley Maritime
    Corporation31
.1

Rules 13a-14(a)
    and 15d-14a
    Certification (Principal Executive Officer)31
.2

Rules 13a-14(a)
    and 15d-14a
    Certification (Principal Financial Officer)32
.1

Section 1350 Certifications     (a)
    
    Certain schedules and exhibits listed in the table of contents
    for this agreement have been omitted. Copies thereof will be
    furnished supplementally to the Securities and Exchange
    Commission upon request.(b)
    
    Schedule A (Policies on Life of the Survivor of Thomas B.
    and Molly Crowley) and Schedule B (Bank Loan) have been
    omitted. Copies thereof will be furnished supplementally to the
    Securities and Exchange Commission upon request.(c)
    
    Neither the Company nor its subsidiaries are parties to any
    other instrument with respect to long-term debt for which the
    securities authorized thereunder exceeds 10% of the total assets
    of the Company and its subsidiaries on a consolidated basis.
    Copies of instruments with respect to long-term debt of lesser
    amounts will be provided to the Securities and Exchange
    Commission upon request.#
    
    Management contract or compensatory plan or arrangement. 118