TIDEWATER INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended March 31, 2010, 2009 and 2008  (In thousands)  2010  2009  2008  Operating activities:  Net earnings $ 259,476 406,898 348,763 Adjustments to reconcile net earnings to net cash  provided by operating activities:  Depreciation and amortization 130,184 126,231 120,837 Provision (benefit) for deferred income taxes  569  12,889  6,680  Reversal of liabilities for uncertain tax positions  (36,110)  ---  ---  Gain on asset dispositions, net  (28,178)  (27,251)  (11,449)  Provision for Venezuelan operations, net  43,720  ---  ---  Equity in earnings of unconsolidated companies, less dividends  (3,336)  (10,048)  (9,788)  Compensation expense – stock based  8,740  10,868  11,473  Excess tax (benefit) liability on stock options exercised  (72)  555  (3,721)  Changes in assets and liabilities, net:  Trade and other receivables  (20,458)  (16,833)  (24,726)  Marine operating supplies  4,490  (2,358)  (1,467)  Other current assets (338) (1,157) 825 Accounts payable (12,657) (289) 16,003 Accrued expenses 6,119 13,280 9,944 Accrued property and liability losses  (712)  (751)  149  Other current liabilities (21,889) 2,733 17,824 Other liabilities and deferred credits  (3,115)  5,369  8,130  Other, net 1,828 3,753 (2,635) Net cash provided by operating activities  328,261  523,889  486,842  Cash flows from investing activities:  Proceeds from sales of assets  51,735  39,360  82,021  Proceeds from sales/leaseback of assets  101,755  ---  ---  Additions to properties and equipment  (451,973)  (473,675)  (354,022)  Other 1 260 --- Net cash used in investing activities  (298,482)  (434,055)  (272,001)  Cash flows from financing activities:  Principal payments on debt  ---  ---  ---  Principal payments on capitalized lease obligations  ---  (10,059)  (45,723)  Debt borrowings --- --- --- Debt issuance costs  (7,712)  (65)  (65)  Proceeds from exercise of stock options  1,872  6,588  46,359  Cash dividends (51,734) (51,521) (32,687) Excess tax benefit (liability) on stock options exercised  72  (555)  3,721  Stock repurchases --- (53,634) (310,047) Net cash used in financing activities  (57,502)  (109,246)  (338,442)  Net change in cash and cash equivalents  (27,723)  (19,412)  (123,601)  Cash and cash equivalents at beginning of year  250,793  270,205  393,806  Cash and cash equivalents at end of year  $  223,070  250,793  270,205  Supplemental disclosure of cash flow information:  Cash paid during the year for:  Interest $ 14,951 13,967 17,025 Income taxes $ 57,571 59,977 56,084 Non-cash financing activities:  Capital leases $ --- --- 33,876 See accompanying Notes to Consolidated Financial Statements. F-8