10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             .

Commission file number: 1-6311

Tidewater Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation) 72-0487776 (I.R.S. Employer Identification No.)

601 Poydras St., Suite 1900

New Orleans, Louisiana         70130

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:         (504) 568-1010

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

Large accelerated filer x     Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

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

49,823,682 shares of Tidewater Inc. common stock $.10 par value per share were outstanding on October 26, 2012. Registrant has no other class of common stock outstanding.

1

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and par value data)
ASSETS		September 30, 2012	March 31, 2012
Current assets:
Cash and cash equivalents	$	136,729	320,710
Trade and other receivables, net		333,284	309,468
Marine operating supplies		56,131	53,850
Other current assets		15,637	10,072
Total current assets		541,781	694,100
Investments in, at equity, and advances to unconsolidated companies		50,108	46,077
Properties and equipment:
Vessels and related equipment		4,063,067	3,952,468
Other properties and equipment		93,893	93,107
		4,156,960	4,045,575
Less accumulated depreciation and amortization		1,144,937	1,139,810
Net properties and equipment		3,012,023	2,905,765
Goodwill		297,822	297,822
Other assets		120,354	117,854
Total assets	$	4,022,088	4,061,618
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		89,560	74,115
Accrued expenses		144,446	134,953
Accrued property and liability losses		3,395	3,636
Other current liabilities		26,040	26,225
Total current liabilities		263,441	238,929
Long-term debt		890,000	950,000
Deferred income taxes		214,515	214,627
Accrued property and liability losses		3,436	3,150
Other liabilities and deferred credits		130,419	128,555
Commitments and Contingencies (Note 7)
Stockholders’ equity:
Common stock of $0.10 par value, 125,000,000 shares authorized, issued 49,823,682 shares at September 30, 2012 and 51,250,995 shares at March 31, 2012		4,982	5,125
Additional paid-in capital		112,606	102,726
Retained earnings		2,421,991	2,437,836
Accumulated other comprehensive loss		(19,302)	(19,330)
Total stockholders’ equity		2,520,277	2,526,357
Total liabilities and stockholders’ equity	$	4,022,088	4,061,618

The accompanying notes are an integral part of the consolidated financial statements.

2

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(In thousands, except share and per share data)
	Quarter Ended September 30,					Six Months Ended September 30,
	2012			2011		2012			2011
Revenues:
Vessel revenues	$	309,822			248,412		599,916			501,727
Other marine revenues		2,096			2,482		6,450			3,774
		311,918			250,894		606,366			505,501
Costs and expenses:
Vessel operating costs		177,055			161,290		342,883			313,592
Costs of other marine revenues		1,585			2,031		5,108			3,262
Depreciation and amortization		36,047			33,807		71,831			67,556
Goodwill impairment		---			30,932		---			30,932
General and administrative		41,867			37,773		82,531			75,354
Gain on asset dispositions, net		(1,833	)		(9,458)		(2,671	)		(11,175)
		254,721			256,375		499,682			479,521
Operating income (loss)		57,197			(5,481)		106,684			25,980
Other income (expenses):
Foreign exchange gain (loss)		529			1,659		(1,222	)		2,473
Equity in net earnings of unconsolidated companies		3,357			3,456		5,720			5,945
Interest income and other, net		1,128			766		1,847			1,956
Interest and other debt costs		(7,148	)		(4,766)		(14,735	)		(8,827)
		(2,134	)		1,115		(8,390	)		1,547
Earnings (loss) before income taxes		55,063			(4,366)		98,294			27,527
Income tax expense		13,707			510		24,082			7,845
Net earnings (loss)	$	41,356			(4,876)		74,212			19,682
Basic earnings (loss) per common share	$	0.84			(0.10)		1.49			0.38
Diluted earnings (loss) per common share	$	0.83			(0.10)		1.48			0.38
Weighted average common shares outstanding		49,392,973			51,296,924		49,792,212			51,287,644
Dilutive effect of stock options and restricted stock		232,097			---		214,291			---
Adjusted weighted average common shares		49,625,070			51,296,924		50,006,503			51,287,644
Cash dividends declared per common share	$	0.25			0.25		0.50			0.50

The accompanying notes are an integral part of the consolidated financial statements.

3

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except share and per share data)
	Quarter Ended September 30,					Six Months Ended September 30,
	2012		2011			2012			2011
Net earnings	$	41,356		(4,876	)		74,212			19,682
Other comprehensive income/(loss):
Unrealized gains/(losses) on available-for-sale securities		419		(980	)		(205	)		(1,001)
Amortization of loss on derivative contract		117		117			233			233
Total comprehensive income	$	41,892		(5,739	)		74,240			18,914

The accompanying notes are an integral part of the consolidated financial statements.

4

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)
	Six Months Ended September 30,
	2012		2011
Operating activities:
Net earnings	$	74,212		19,682
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		71,831		67,556
Provision (benefit) for deferred income taxes		(4,372)		(20,819)
Gain on asset dispositions, net		(2,671)		(11,175)
Goodwill impairment		---		30,932
Equity in earnings of unconsolidated companies, net of dividends		(4,031)		629
Compensation expense - stock-based		10,320		4,944
Excess tax benefits on stock options exercised		(95)		(124)
Changes in assets and liabilities, net:
Trade and other receivables		(20,707)		(15,008)
Marine operating supplies		(2,281)		(2,769)
Other current assets		(5,565)		(4,653)
Accounts payable		16,195		(1,751)
Accrued expenses		6,176		8,204
Accrued property and liability losses		(241)		(21)
Other current liabilities		1,134		7,272
Other liabilities and deferred credits		3,508		2,639
Other, net		2,846		1,644
Net cash provided by operating activities		146,259		87,182
Cash flows from investing activities:
Proceeds from sales of assets		9,977		23,392
Additions to properties and equipment		(189,826)		(155,058)
Other		(1,338)		1,224
Net cash used in investing activities		(181,187)		(130,442)
Cash flows from financing activities:
Principal payments on debt		(60,000)		(40,000)
Debt borrowings		---		165,000
Debt issuance costs		---		(234)
Proceeds from exercise of stock options		938		725
Cash dividends		(25,058)		(25,889)
Excess tax benefits on stock options exercised		95		124
Stock repurchases		(65,028)		---
Net cash (used in) provided by financing activities		(149,053)		99,726
Net change in cash and cash equivalents		(183,981)		56,466
Cash and cash equivalents at beginning of period		320,710		245,720
Cash and cash equivalents at end of period	$	136,729		302,186
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	19,259		19,605
Income taxes	$	27,075		24,444
Non-cash investing activities:
Additions to properties and equipment	$	6,724		11,833

See Notes to Unaudited Condensed Consolidated Financial Statements.

5

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)
	Common     stock			Additional paid-in capital		Retained earnings			Accumulated other comprehensive loss			Total
Balance at March 31, 2012	$	5,125			102,726		2,437,836			(19,330	)		2,526,357
Total comprehensive income		---			---		74,212			28			74,240
Stock option activity		3			2,148		---			---			2,151
Cash dividends declared		---			---		(25,169	)		---			(25,169)
Retirement of common stock		(140	)		---		(64,888	)		---			(65,028)
Amortization/cancellation of restricted stock units		---			3,867		---			---			3,867
Amortization/cancellation of restricted stock		(6	)		3,865		---			---			3,859
Balance at September 30, 2012	$	4,982			112,606		2,421,991			(19,302	)		2,520,277
Balance at March 31, 2011	$	5,188			90,204		2,436,736			(18,184	)		2,513,944
Total comprehensive income		---			---		19,682			(768	)		18,914
Issuance of restricted stock		2			---		---			---			2
Stock option activity		---			2,882		---			---			2,882
Cash dividends declared		---			---		(25,944	)		---			(25,944)
Amortization/cancellation of restricted stock		---			2,762		---			---			2,762
Balance at September 30, 2011	$	5,190			95,848		2,430,474			(18,952	)		2,512,560

The accompanying notes are an integral part of the consolidated financial statements.

6

TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)    INTERIM FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements for the interim periods presented herein have been prepared in conformity with United States generally accepted accounting principles and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the unaudited condensed consolidated financial statements at the dates and for the periods indicated as required by Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC). Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 21, 2012.

The unaudited condensed consolidated financial statements include the accounts of Tidewater Inc. and its subsidiaries. Intercompany balances and transactions are eliminated in consolidation. The company uses the equity method to account for equity investments over which the company exercises significant influence but does not exercise control and is not the primary beneficiary. All per share information included in this document is on a diluted earnings per share basis.

Reclassifications

The company made certain reclassifications to prior period amounts to conform to the current year presentation. These reclassifications did not have a material effect on the consolidated statement of financial position, results of operations or cash flows.

(2)    STOCKHOLDERS’ EQUITY

Common Stock Repurchase Program

On May 17, 2012, the company’s Board of Directors authorized the company to spend up to $200.0 million to repurchase shares of its common stock in open-market or privately-negotiated transactions. The effective period for this authorization is July 1, 2012 through June 30, 2013. The company uses its available cash and, when considered advantageous, borrowings under its revolving credit facility, or other borrowings, to fund any share repurchases. The company evaluates share repurchase opportunities relative to other investment opportunities and in the context of current conditions in the credit and capital markets. At September 30, 2012, the entire $200.0 million remains available to repurchase shares under the May 2012 share repurchase program.

In May 2011, the Board of Directors replaced its then existing July 2009 share repurchase program with a $200.0 million repurchase program that was in effect through June 30, 2012. The company was authorized to repurchase shares of its common stock in open-market or privately-negotiated transactions. The authorization of the May 2011 repurchase program ended on June 30, 2012, and the company utilized $100.0 million of the $200.0 million authorized.

The aggregate cost of common stock repurchased, along with number of shares repurchased, and average price paid per share is as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Aggregate cost of common stock repurchased	$	---		---		65,028		---
Shares of common stock repurchased		---		---		1,400,500		---
Average price paid per common share	$	---		---		46.43		---

7

TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Dividends

The declaration of dividends is at the discretion of the company’s Board of Directors. The Board of Directors declared the following dividends for the quarters and six-month periods ended September 30:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except dividend per share)	2012		2011		2012		2011
Dividends declared	$	12,544		12,975		25,169		25,944
Dividend per share		0.25		0.25		0.50		0.50

(3)    INCOME TAXES

Income tax expense for interim periods is based on estimates of the effective tax rate for the entire fiscal year. The effective tax rate applicable to pre-tax earnings, for the quarters and the six-month periods ended September 30, is as follows:

	Quarter Ended September 30,					Six Months Ended September 30,
	2012			2011		2012			2011
Effective tax rate applicable to pre-tax earnings		24.9	%		11.7%		24.5	%		28.5%

The effective tax rate was lower during the six months ended September 30, 2012, as compared to the six months ended September 30, 2011, primarily because of the current expected mix of pre-tax earnings between the company’s United States (U.S.) and international businesses and an expectation for lower estimated operating margin in certain jurisdictions that tax on the basis of deemed profits. In addition, the 24.5% effective tax rate for the six months ended September 30, 2012 is lower than the U.S. statutory income tax rate of 35% primarily because the company has not recognized a U.S. deferred tax liability associated with temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration.

The company’s balance sheet at September 30, 2012 reflects the following in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes:

(In thousands)	September 30,           2012
Tax liabilities for uncertain tax positions	$	15,970
Income tax payable		21,899

The tax liabilities for uncertain tax positions are attributable to a permanent establishment issue related to a foreign joint venture. Penalties and interest related to income tax liabilities are included in income tax expense. Income tax payable is included in other current liabilities.

Unrecognized tax benefits, which would lower the effective tax rate if realized at September 30, 2012, are as follows:

(In thousands)	September 30,           2012
Unrecognized tax benefit related to state tax issues	$	8,736
Interest receivable on unrecognized tax benefit related to state tax issues		64

With limited exceptions, the company is no longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for years prior to 2005. The company has ongoing examinations by various U.S. federal, state and foreign tax authorities and does not believe that the results of these examinations will have a material adverse effect on the company’s financial position or results of operations.

8

TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(4)    EMPLOYEE BENEFIT PLANS

U.S. Defined Benefit Pension Plan

The company has a defined benefit pension plan (pension plan) that covers certain U.S. citizen employees and employees who are permanent residents of the United States. Benefits are based on years of service and employee compensation. In December 2009, the Board of Directors amended the pension plan to discontinue the accrual of benefits once the plan was frozen on December 31, 2010. On that date, previously accrued pension benefits under the pension plan were frozen for the approximately 60 active employees who participated in the plan. This change did not affect benefits earned by participants prior to January 1, 2011. The active employees who participated in the pension plan have become participants in the company’s defined contribution retirement plan effective January 1, 2011. These changes have provided the company with more predictable retirement plan costs and cash flows. By changing to a defined contribution plan and freezing the benefits accrued under the predecessor defined benefit plan, the company’s future benefit obligations and requirements for cash contributions for the frozen pension plan are reduced. Losses associated with the curtailment of the pension plan were immaterial. The company did not contribute to the defined benefit pension plan during the quarters and six-month periods ended September 30, 2012 and 2011, and does not expect to contribute to the plan during the remaining quarters of fiscal 2013.

Supplemental Executive Retirement Plan

The company also offers a non-contributory, defined benefit supplemental executive retirement plan (supplemental plan) that provides pension benefits to certain employees in excess of those allowed under the company’s tax-qualified pension plan. A Rabbi Trust has been established for the benefit of participants in the supplemental plan. The Rabbi Trust assets, which are invested in a variety of marketable securities (none of which is Tidewater stock), are recorded at fair value with unrealized gains or losses included in other comprehensive income. Effective March 4, 2010, the supplemental plan was closed to new participation. The supplemental plan is a non-qualified plan and, as such, the company is not required to make contributions to the supplemental plan. The company did not contribute to the supplemental plan during the quarters and six-month periods ended September 30, 2012 and 2011.

As a result of the May 31, 2012 retirement of Dean E. Taylor, former President and Chief Executive Officer of Tidewater Inc., Mr. Taylor is expected to receive in December 2012 an estimated $12.6 million lump sum distribution in full settlement and discharge of his supplemental executive retirement plan benefit. A settlement loss, which is currently estimated to be $4.4 million, will be recorded at the time of distribution.

Investments held in a Rabbi Trust for the benefit of participants in the supplemental plan are included in other assets at fair value. The following table summarizes the carrying value of the trust assets, including unrealized gains or losses at September 30, 2012 and March 31, 2012:

(In thousands)	September 30,     2012		March 31,     2012
Investments held in Rabbi Trust	$	16,904		17,366
Unrealized gains (losses) in fair value of trust assets		46		251
Unrealized gains (losses) in fair value of trust assets are net of income tax expense of		25		135
Obligations under the supplemental plan		32,063		30,633

The unrealized gains or losses in the fair value of the trust assets, net of income tax expense, are included in accumulated other comprehensive income (other stockholders’ equity). To the extent that trust assets are liquidated to fund benefit payments, gains or losses, if any, will be recognized at that time. The company’s obligations under the supplemental plan are included in ‘accrued expenses’ and ‘other liabilities and deferred credits’ on the consolidated balance sheet.

9

TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Postretirement Benefit Plan

Qualified retired employees currently are covered by a program which provides limited health care and life insurance benefits. Costs of the program are based on actuarially determined amounts and are accrued over the period from the date of hire to the full eligibility date of employees who are expected to qualify for these benefits. This plan is funded through payments as benefits are required.

Net Periodic Benefit Costs

The net periodic benefit cost for the company’s U.S. defined benefit pension plan and the supplemental plan (referred to collectively as “Pension Benefits”) and the postretirement health care and life insurance plan (referred to collectively as “Other Benefits”) is comprised of the following components:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Pension Benefits:
Service cost	$	273		219		546		438
Interest cost		1,072		1,103		2,144		2,206
Expected return on plan assets		(687)		(644)		(1,374)		(1,288)
Amortization of prior service cost		12		12		24		24
Recognized actuarial loss		448		440		896		880
Net periodic benefit cost	$	1,118		1,130		2,236		2,260
Other Benefits:
Service cost	$	119		139		238		278
Interest cost		309		345		618		690
Amortization of prior service cost		(508)		(508)		(1,016)		(1,016)
Recognized actuarial (gain) loss		---		(1)		---		(2)
Net periodic benefit cost	$	(80)		(25)		(160)		(50)

(5)    INDEBTEDNESS

Revolving Credit and Term Loan Agreement

Borrowings under the company’s $575 million amended and restated revolving credit facility (“credit facility”), which includes a $125 million term loan (“term loan”) and a $450 million revolving line of credit (“revolver”) bear interest at the company’s option at the greater of (i) prime or the federal funds rate plus 0.50 to 1.25%, or (ii) Eurodollar rates plus margins ranging from 1.50 to 2.25%, based on the company’s consolidated funded debt to total capitalization ratio. Commitment fees on the unused portion of the facilities range from 0.15 to 0.35% based on the company’s funded debt to total capitalization ratio. The facilities provide for a maximum ratio of consolidated debt to consolidated total capitalization of 55%, and a minimum consolidated interest coverage ratio (essentially consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the four prior fiscal quarters to consolidated interest charges for such period) of 3.0. All other terms, including the financial and negative covenants, are customary for facilities of its type and consistent with the prior agreement in all material respects. The company’s credit facility matures in January 2016.

In July 2011, the credit facility was amended to allow 365 days (originally 180 days) from the closing date (“delayed draw period”) to make multiple draws under the term loan. In January 2012, the company elected to borrow the entire $125 million available under the term loan facility and used the proceeds to fund working capital and for general corporate purposes. Principal repayments on the term loan borrowings are payable in quarterly installments beginning in the quarter ending September 30, 2013 in amounts equal to 1.25% of the total outstanding borrowings as of July 26, 2013. Approximately $140 million of principal repayments due in the quarter ending September 30, 2013 are classified as long term debt in the accompanying balance sheet at September 30, 2012 because the company has the ability and intent to fund this with the revolver.

10

TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The company has $125 million in term loan borrowings outstanding at September 30, 2012 (whose fair value approximates the carrying value because the borrowings bear interest at variable Eurodollar rates plus a margin on leverage), and the entire $450 million of the revolver was available for future financing needs, with no outstanding borrowings at September 30, 2012, or March 31, 2012 (Level 2 inputs as defined in the accounting guidance).

Senior Debt Notes

The determination of fair value includes an estimated credit spread between our long term debt and treasuries with similar matching expirations. The credit spread is determined based on comparable publicly traded companies in the oilfield service segment with similar credit ratings (Level 2 inputs as defined in the accounting guidance).

August 2011 Senior Notes

On August 15, 2011, the company issued $165 million of senior unsecured notes to a group of institutional investors. A summary of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,         2012		March 31, 2012
Aggregate debt outstanding	$	165,000		165,000
Weighted average remaining life in years		8.1		8.6
Weighted average coupon rate on notes outstanding		4.42%		4.42%
Fair value of debt outstanding		181,716		166,916

The multiple series of notes were originally issued with maturities ranging from approximately eight to 10 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a minimum ratio of debt to consolidated total capitalization that does not exceed 55%.

September 2010 Senior Notes

On October 15, 2010, the company completed the sale of $310 million of senior unsecured notes, and the sale of an additional $115 million of notes was completed on December 30, 2010. A summary of the aggregate amount of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,     2012		March 31, 2012
Aggregate debt outstanding	$	425,000		425,000
Weighted average remaining life in years		7.1		7.6
Weighted average coupon rate on notes outstanding		4.25%		4.25%
Fair value of debt outstanding		463,344		430,339

The multiple series of these notes were originally issued with maturities ranging from five to 12 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a minimum ratio of debt to consolidated total capitalization that does not exceed 55%.

Included in accumulated other comprehensive income at September 30, 2012 and March 31, 2012, is an after-tax loss of $3.1 million ($4.8 million pre-tax), and $3.3 million ($5.1 million pre-tax), respectively, relating to the purchase of interest rate hedges, which are cash flow hedges, in July 2010 in connection with the September 2010 senior notes offering. The interest rate hedges settled in August 2010 concurrent with the pricing of the senior unsecured notes. The hedges met the effectiveness criteria and their acquisition costs are being amortized over the term of the individual notes matching the term of the hedges to interest expense.

11

TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 2003 Senior Notes

In July 2003, the company completed the sale of $300 million of senior unsecured notes. A summary of the aggregate amount of remaining senior unsecured notes that were issued in July 2003 and outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,     2012		March 31, 2012
Aggregate debt outstanding	$	175,000		235,000
Weighted average remaining life in years		1.2		1.4
Weighted average coupon rate on notes outstanding		4.47%		4.43%
Fair value of debt outstanding		180,332		240,585

The multiple series of notes were originally issued with maturities ranging from seven to 12 years. These notes can be retired in whole or in part prior to maturity for a redemption price equal to the principal amount of the notes redeemed plus a customary make-whole premium. The terms of the notes provide for a maximum ratio of consolidated debt to total capitalization of 55%.

Debt Costs

The company capitalizes a portion of its interest costs incurred on borrowed funds used to construct vessels. Interest and debt costs incurred, net of interest capitalized, for the quarters and the six-month periods ended September 30, are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Interest and debt costs incurred, net of interest capitalized	$	7,148		4,766		14,735		8,827
Interest costs capitalized		2,913		4,188		5,736		8,598
Total interest and debt costs	$	10,061		8,954		20,471		17,425

(6)    EARNINGS PER SHARE

The components of basic and diluted earnings per share for the quarters and the six-month periods ended September 30, are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Net Income available to common shareholders (A)	$	41,356		(4,876)		74,212		19,682
Weighted average outstanding shares of common stock, basic (B)		49,392,973		51,296,924		49,792,212		51,287,644
Dilutive effect of options and restricted stock awards and units		232,097		---		214,291		---
Weighted average common stock and equivalents (C)		49,625,070		51,296,924		50,006,503		51,287,644
Earnings per share, basic (A/B)	$	0.84		(0.10)		1.49		0.38
Earnings per share, diluted (A/C)	$	0.83		(0.10)		1.48		0.38
Additional information:
Antidilutive incremental options and restricted stock awards and units		54,694		281,129		51,864		298,328

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(7)    COMMITMENTS AND CONTINGENCIES

Vessel Commitments

The table below summarizes the company’s various vessel commitments to acquire and construct new vessels, by vessel type, as of September 30, 2012:

(In thousands, except vessel count)	Number of Vessels		Total     Cost		Invested         Through          09/30/12		Remaining           Balance           09/30/12
Vessels under construction:
Deepwater platform supply vessels		17	$	541,596		188,160		353,436
Towing-supply/supply		4		75,072		13,811		61,261
Crewboats and other		7		72,692		41,760		30,936
Total vessels under construction		28		688,854		243,731		445,633
Vessels to be purchased:
Deepwater platform supply vessels		2		47,476		7,043		40,433
Total vessels to be purchased		2		47,476		7,043		40,433
Total vessel commitments		30	$	736,840		250,774		485,066

The total cost of the various vessel new-build commitments includes contract costs and other incidental costs. The company has vessels under construction at a number of different shipyards around the world. The deepwater vessels under construction range between 3,000 and 6,360 deadweight tons (DWT) of cargo capacity, while the towing supply/supply vessels under construction have 7,100 brake horsepower (BHP). Scheduled delivery for the new-build vessels will begin in October 2012, with delivery of the final new-build vessel expected in January 2015.

Regarding the vessels to be purchased, the company took possession of both PSVs in October 2012. The first PSV has 3,500 DWTs of cargo capacity and the second PSV has 3,100 DWTs of cargo capacity. As of September 30, 2012, the company had invested $7.0 million to acquire these two vessels.

With its commitment to modernizing its fleet through its vessel construction and acquisition program over the past decade, the company is replacing its older fleet of vessels with fewer, larger and more efficient vessels, while also enhancing the size and capabilities of the company’s fleet. These efforts will continue, with the company anticipating that it will use its future operating cash flows, existing borrowing capacity and new borrowings or lease arrangements to fund current and future commitments in connection with the fleet renewal and modernization program. The company continues to evaluate its fleet renewal program, whether through new construction or acquisitions, relative to other investment opportunities and uses of cash, including the current share repurchase authorization, and in the context of current conditions in the credit and capital markets.

Currently the company is experiencing substantial delay with one fast, crew/supply boat under construction in Brazil that was originally scheduled to be delivered in September 2009. On April 5, 2011, pursuant to the vessel construction contract, the company sent the subject shipyard a letter initiating arbitration in order to resolve disputes of such matters as the shipyard’s failure to achieve payment milestones, its failure to follow the construction schedule, and its failure to timely deliver the vessel. The company has suspended construction on the vessel and both parties continue to pursue that arbitration. The company has third party credit support in the form of insurance coverage for 90% of the progress payments made on this vessel, or all but approximately $2.4 million of the carrying value of the accumulated costs through September 30, 2012.

The company generally requires shipyards to provide third party credit support in the event that vessels are not completed and delivered timely and in accordance with the terms of the shipbuilding contracts. That third party credit support typically guarantees the return of amounts paid by the company, and generally takes the form of refundment guarantees or standby letters of credit issued by major financial institutions located in the country of the shipyard. While the company seeks to minimize its shipyard credit risk by requiring these instruments, the ultimate return of amounts paid by the company in the event of shipyard default is still subject to the creditworthiness of the shipyard and the provider of the credit support, as well as the company’s ability

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to successfully pursue legal action to compel payment of these instruments. When third party credit support is not available or cost effective, the company endeavors to limit its credit risk by minimizing pre-delivery payments and through other contract terms with the shipyard.

Two vessels under construction at a domestic shipyard have fallen substantially behind schedule. The shipyard notified the company that the shipyard should be entitled to a delay in the delivery dates and an increase in the contract price for both vessels because the company was late in completing and providing the shipyard with detailed design drawings of the vessel. The detailed design drawings were developed for the company by a third party designer. While the company believes that other factors also contributed to the delay, the company and the shipyard reached an agreement during the quarter ended September 30, 2012 which includes an increase in the contract price of each vessel, one or more change orders for each hull, among other modifications to the contract terms and the extension of the delivery dates of the two vessels by approximately seven and eight months, respectively.

Merchant Navy Officers Pension Fund

A subsidiary of the company is a participating employer in an industry-wide multi-employer retirement fund in the United Kingdom, known as the Merchant Navy Officers Pension Fund (MNOPF). The company has been informed by the Trustee of the MNOPF that the Fund has a deficit that will require contributions from the participating employers. The amount and timing of the company’s share of the fund’s deficit depends on a number of factors, including updated calculations of the total fund deficit, theories of contribution imposed as determined by and within the scope of the Trustee’s authority, the number of then participating solvent employers, and the final formula adopted to allocate the required contribution among such participating employers. The amount payable to MNOPF based on assessments was $4.1 million and $6.7 million at September 30, 2012 and March 31, 2012, respectively, all of which has been accrued. No additional liabilities were recorded during the six months ended September 30, 2012, and $2.5 million of payments were made during the six months ended September 30, 2012. Payments totaling $2.0 million were made into the fund during the quarter ended September 30, 2011.

In the future, the fund’s Trustee may claim that the company owes additional amounts for various reasons, including negative fund investment returns or the inability of other assessed participating employers to contribute their share of respective allocations, failing which, the company and other solvent participating employers will be asked for additional contributions. In October 2010, the Trustee advised the company of its intention to accelerate previously agreed installment payments for the company and other participating employers in the scheme. The company objected to that decision and has reached an agreement with the Trustee to pay the total remaining assessments (aggregating to $4.1 million as of September 30, 2012) in installments through October 2014.

Sonatide Joint Venture

The company has previously disclosed that its existing Sonatide joint venture agreement with Sonangol had been extended to December 31, 2012 to allow ongoing joint venture restructuring negotiations to continue.

The company is continuing discussions with Sonangol to restructure the existing joint venture and overall commercial relationship, although important and fundamental issues in the parties’ efforts to restructure the existing relationship remain outstanding and unresolved. While the parties had several constructive meetings during the quarter ended September 30, 2012, the parties did not make significant progress during the quarter in resolving those issues. If negotiations relating to the Sonatide joint venture are ultimately unsuccessful, the company will work toward an orderly wind up of the joint venture, and the company is preparing itself for that possibility. Based on prior conduct between the parties during this period of uncertainty, we believe that the joint venture would be allowed to honor existing vessel charter agreements through their contract terms. Even though the global market for offshore supply vessels is currently reasonably well balanced, with offshore vessel supply approximately equal to offshore vessel demand, there would likely be negative financial impacts associated with the wind up of the existing joint venture and the possible redeployment of vessels to other markets, including mobilization costs and costs to redeploy Tidewater shore-based employees to other areas,

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in addition to lost revenues associated with potential downtime between vessel contracts. These financial impacts could, individually or in the aggregate, be material to our results of operations and cash flows for the periods when such costs would be absorbed. If there is a need to redeploy vessels which are currently deployed in Angola to other international markets, Tidewater believes that there is sufficient demand for these vessels at prevailing market day rates.

Sonangol continues to express a willingness to consider some further contracting activity by the Sonatide joint venture. During the quarter ended September 30, 2012, the Sonatide joint venture entered into two short term contracts, both of which have now expired.

During the nine months ended September 30, 2012, the company redeployed vessels from its Angolan operations to other markets and also transferred vessels into its Angolan operations from other markets. The net reduction in the number of vessels operating in its Angolan operations during this nine month period was not significant. The vessels that were redeployed outside its Angolan operations during the nine months ended September 30, 2012 were chartered at new day rates that were comparable to, or higher than their respective expiring contracts in Angola, in part because of generally improving markets for these vessels.

For the six months ended September 30, 2012, Tidewater’s Angolan operations generated vessel revenues of approximately $134.3 million, or 22%, of its consolidated vessel revenue, from an average of approximately 86 Tidewater-owned vessels that are marketed through the Sonatide joint venture (11 of which were stacked on average during the six months ended September 30, 2012), and, for the six months ended September 30, 2011, generated vessel revenues of approximately $127.8 million, or 25%, of consolidated vessel revenue, from an average of approximately 95 Tidewater-owned vessels (13 of which were stacked on average during the six months ended September 30, 2011). For the year ended March 31, 2012, Tidewater’s Angolan operations generated vessel revenues of approximately $254 million, or 24%, of its consolidated vessel revenue, from an average of approximately 93 Tidewater-owned vessels (14 of which were stacked on average in fiscal 2012), and, for the year ended March 31, 2011, generated vessel revenues of approximately $237 million, or 23%, of consolidated vessel revenue, from an average of approximately 97 vessels (13 of which were stacked on average in fiscal 2011).

In addition to the company’s Angolan operations, which reflect the results of Tidewater-owned vessels marketed through the Sonatide joint venture (owned 49% by Tidewater), ten vessels and other assets are owned by the Sonatide joint venture. As of September 30, 2012 and March 31, 2012, the carrying value of Tidewater’s investment in the Sonatide joint venture, which is included in “Investments in, at equity, and advances to unconsolidated companies,” is approximately $50 million and $46 million, respectively.

Brazilian Customs

In April 2011, two Brazilian subsidiaries of Tidewater were notified by the Customs Office in Macae, Brazil that they were jointly and severally being assessed fines of 155.0 million Brazilian reais (approximately $76.4 million as of September 30, 2012). The assessment of these fines is for the alleged failure of these subsidiaries to obtain import licenses with respect to 17 Tidewater vessels that provided Brazilian offshore vessel services to Petrobras, the Brazilian national oil company, over a three-year period ending December 2009. After consultation with its Brazilian tax advisors, Tidewater and its Brazilian subsidiaries believe that vessels that provide services under contract to the Brazilian offshore oil and gas industry are deemed, under applicable law and regulations, to be temporarily imported into Brazil, and thus exempt from the import license requirement. The Macae Customs Office has now, without a change in the underlying applicable law or regulations, taken the position that the temporary importation exemption is only available to new, and not used, goods imported into Brazil and therefore it was improper for the company to deem its vessels as being temporarily imported. The fines have been assessed based on this new interpretation of Brazilian customs law taken by the Macae Customs Office. After consultation with its Brazilian tax advisors, the company believes that the assessment is without legal justification and that the Macae Customs Office has misinterpreted applicable Brazilian law on duties and customs. The company is vigorously contesting these fines (which it has neither paid nor accrued for) and, based on the advice of its Brazilian counsel, believes that it has a high probability of success with respect to the overturn of the entire amount of the fines, either at the administrative appeal level or, if necessary, in Brazilian courts. In December 2011,

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an administrative appeals board issued a decision that disallowed 149.0 million Brazilian reais (approximately $73.4 million as of September 30, 2012) of the total fines sought by the Macae Customs Office. The full decision is subject to further administrative appellate review, and the company understands that this further full review by a secondary appellate board is ongoing. The company is contesting the decision with respect to the remaining 6.0 million Brazilian reais (approximately $3.0 million as of September 30, 2012) in fines. The company believes that the ultimate resolution of this matter will not have a material effect on the consolidated financial statements.

Potential for Future Brazilian State Tax Assessment

The company is aware that a Brazilian state in which the company has operations has notified two of the company’s competitors that they are liable for unpaid taxes (and penalties and interest thereon) for failure to pay state import taxes with respect to vessels that such competitors operate within the coastal waters of such state pursuant to charter agreements. The import tax being asserted is equal to a percentage (which could be as high as 16% for vessels entering that state’s waters prior to December 31, 2010 and 3% thereafter) of the affected vessels’ declared values. The company understands that the two companies involved are contesting the assessment through administrative proceedings before the taxing authority.

The company’s two Brazilian subsidiaries have not been similarly notified by the Brazilian state that it has an import tax liability related to its vessel activities imported through that state. Although the company has been advised by its Brazilian tax counsel that substantial defenses would be available if a similar tax claim were asserted against the company, if an import tax claim were to be asserted, it could be for a substantial amount given that the company has had substantial and continuing operations within the territory of the state (although the amount could fluctuate significantly depending on the administrative determination of the taxing authority as to the rate to apply, the vessels subject to the levy and the time periods covered). In addition, under certain circumstances, the company might be required to post a bond or other adequate security in the amount of the assessment (plus any interest and penalties) if it became necessary to challenge the assessment in a Brazilian court. The statute of limitations for the Brazilian state to levy an assessment of the import tax is five years from the date of a vessel’s entry into Brazil. The company has not yet determined the potential tax assessment, and according to the Brazilian tax counsel, chances of defeating a possible claim/notification from the State authorities in court are probable. To obtain legal certainty and predictability for future charter agreements and because the company was importing two vessels to start new charters in Brazil, the company filed two suits on August 22, 2011 and April 5, 2012, respectively, against the Brazilian state and judicially deposited the respective state tax for these newly imported vessels. As of September 30, 2012, no accrual has been recorded for any liability associated with any potential future assessment for previous periods based on management’s assessment, after consultation with Brazilian counsel, that a liability for such taxes was not probable.

Venezuelan Operations

The company has previously reported that in May 2009 the Venezuelan National Assembly enacted a law (the Reserve Law) whereby the Bolivarian Republic of Venezuela (Venezuela) reserved to itself assets and services related to maritime activities on Lake Maracaibo. In May 2009, Petróleos de Venezuela, S.A. (PDVSA), the Venezuelan national oil company, invoking the Reserve Law, took possession of (a) 11 of the company’s vessels that were then supporting PDVSA operations in the Lake Maracaibo region, (b) the company’s shore-based facility adjacent to Lake Maracaibo and (c) certain other related assets. In July 2009, Petrosucre, S.A. (Petrosucre), a subsidiary of PDVSA, took control of four additional company vessels. As a consequence of these measures, the company (i) no longer has possession or control of those assets, (ii) no longer operates them or provides support for their operations, and (iii) no longer has any other vessels or operations in Venezuela. The company recorded a $43.7 million charge in fiscal 2010 to account for the vessel seizures, net of insurance recoveries, and provides for accounts receivables due from PDVSA and Petrosucre.

As a result of these actions, the company filed with the International Centre for Settlement of Investment Disputes (ICSID) a Request for Arbitration against the Republic of Venezuela seeking compensation for the

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expropriation of the company’s Venezuelan investments. On January 24, 2011, the arbitration tribunal, appointed under the ICSID Convention to resolve the investment dispute, held its first session on procedural issues in Washington, D.C. The arbitration tribunal established a briefing and hearing schedule related to jurisdictional issues. The briefing and hearings on jurisdiction concluded on March 1, 2012. The company expects the arbitration tribunal to issue a written ruling on jurisdictional issues prior to the end of calendar 2012. To the extent that the arbitration tribunal finds a basis for jurisdiction over this dispute, the company intends to continue diligently to prosecute its claim in the arbitration. While the company believes, after consultation with its advisors, that it is entitled to full reparation for the losses suffered as a result of the actions taken by the Republic, there can be no assurances that the company will prevail in the arbitration.

Completion of Internal Investigation and Settlements with United States and Nigerian Agencies

The company has previously reported that special counsel engaged by the company’s Audit Committee had completed an internal investigation into certain Foreign Corrupt Practices Act (FCPA) matters and reported its findings to the Audit Committee. The substantive areas of the internal investigation have been reported publicly by the company in prior filings.

Special counsel has reported to the Department of Justice (DOJ) and the Securities and Exchange Commission the results of the investigation, and the company has entered into separate agreements with these two U.S. agencies to resolve the matters reported by special counsel. The company subsequently also entered into an agreement with the Federal Government of Nigeria (FGN) to resolve similar issues with the FGN. The company has previously reported the principal terms of these three agreements. Certain aspects of the agreement with the DOJ are set forth below.

Tidewater Marine International Inc. (“TMII”), a wholly-owned subsidiary of the company organized in the Cayman Islands, and the DOJ entered into a Deferred Prosecution Agreement (“DPA”). Pursuant to the DPA, the DOJ deferred criminal charges against TMII for a period of three years and seven days from the date of judicial approval of the Agreement, in return for: (a) TMII’s acceptance of responsibility for, and agreement not to contest or contradict the truthfulness of, the statement of facts and allegations contained in a three-count criminal information to be filed concurrently with the DPA; (b) TMII’s payment of a $7.35 million fine (which has been paid), (c) TMII’s and Tidewater Inc.’s compliance with certain undertakings relating to compliance with the FCPA and other applicable laws in connection with the company’s operations, and cooperation with domestic and foreign authorities in connection with the matters that are the subject of the DPA; (d) TMII’s and Tidewater Inc.’s agreement to continue to address any deficiencies in the company’s internal controls, policies and procedures relating to compliance with the FCPA and other applicable anti-corruption laws, if and to the extent not already addressed; and (e) Tidewater Inc.’s agreement to report to the DOJ in writing annually for the term of the DPA regarding remediation of the matters that are the subject of the DPA, the implementation of any enhanced internal controls, and any evidence of improper payments the company may have discovered during the term of the DPA. Tidewater submitted its first annual report to the DOJ in November 2011.

If TMII and Tidewater Inc. comply with the DPA during its term, the DOJ will not bring the charges set out in the information. In the event TMII or Tidewater Inc. breaches the DPA, the DOJ has discretion to extend its term for up to a year, or bring certain criminal charges against TMII as outlined in the DPA. A federal district court accepted the DPA on November 9, 2010.

Legal Proceedings

Various legal proceedings and claims are outstanding which arose in the ordinary course of business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, will not have a material adverse effect on the company’s financial position, results of operations, or cash flows.

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(8)    FAIR VALUE MEASUREMENTS

The company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 establishes a hierarchy for inputs used in measuring fair value. Fair value is calculated based on assumptions that market participants would use in pricing assets and liabilities and not on assumptions specific to the entity. The statement requires that each asset and liability carried at fair value be classified into one of the following categories:

Level 1:    Quoted market prices in active markets for identical assets or liabilities

Level 2:    Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3:    Unobservable inputs that are not corroborated by market data

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The company measures on a recurring basis and records at fair value investments held by participants in a supplemental executive retirement plan. The following table provides the fair value hierarchy for the plan assets measured at fair value as of September 30, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity securities:
Common stock	$	7,976		7,976		---		---
Preferred stock		11		11		---		---
Foreign stock		620		620		---		---
American depository receipts		1,943		1,893		50		---
Preferred American depository receipts		9		9		---		---
Real estate investment trusts		90		90		---		---
Debt securities:
Government debt securities		2,833		1,069		1,764		---
Open ended mutual funds		2,649		2,649		---		---
Cash and cash equivalents		883		(40)		923		---
Total	$	17,014		14,277		2,737		---
Other pending transactions		(110)		(110)		---		---
Total fair value of plan assets	$	16,904		14,167		2,737		---

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The following table provides the fair value hierarchy for the plan assets measured at fair value as of March 31, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity securities:
Common stock	$	8,248		8,248		---		---
Preferred stock		12		12		---		---
Foreign stock		542		542		---		---
American depository receipts		2,166		2,108		58		---
Preferred American depository receipts		8		8
Real estate investment trusts		139		139		---		---
Debt securities:
Government debt securities		2,891		1,219		1,672		---
Open ended mutual funds		2,690		2,690		---		---
Cash and cash equivalents		922		401		521		---
Total	$	17,618		15,367		2,251		---
Other pending transactions		(252)		(252)		---		---
Total fair value of plan assets	$	17,366		15,115		2,251		---

Other Financial Instruments

The company’s primary financial instruments consist of cash and cash equivalents, trade receivables and trade payables with book values that are considered to be representative of their respective fair values. The company periodically utilizes derivative financial instruments to hedge against foreign currency denominated assets and liabilities, currency commitments, or to lock in desired interest rates. These transactions are generally spot or forward currency contracts or interest rate swaps that are entered into with major financial institutions. Derivative financial instruments are intended to reduce the company’s exposure to foreign currency exchange risk and interest rate risk. The company enters into derivative instruments only to the extent considered necessary to address its risk management objectives and does not use derivative contracts for speculative purposes. The derivative instruments are recorded at fair value using quoted prices and quotes obtainable from the counterparties to the derivative instruments.

Cash Equivalents. The company’s cash equivalents, which are securities with maturities less than 90 days, are held in money market funds or time deposit accounts with highly rated financial institutions. The carrying value for cash equivalents is considered to be representative of its fair value due to the short duration and conservative nature of the cash equivalent investment portfolio.

Spot Derivatives. Spot derivative financial instruments are short-term in nature and generally settle within two business days. The fair value of spot derivatives approximates the carrying value due to the short-term nature of this instrument, and as a result, no gains or losses are recognized.

The company had seven foreign exchange spot contracts outstanding at September 30, 2012 which totaled an aggregate notional value of $1.6 million. These seven spot contracts settled by October 2, 2012. The company had one foreign exchange spot contract outstanding at March 31, 2012, which totaled a notional value of $1.0 million. The one spot contract settled by April 2, 2012.

Forward Derivatives. Forward derivative financial instruments are generally longer-term in nature but generally do not exceed one year. The accounting for gains or losses on forward contracts is dependent on the nature of the risk being hedged and the effectiveness of the hedge. Forward contracts are valued using counterparty quotations, and we validate the information obtained from the counterparties in calculating the ultimate fair values using the market approach and obtaining broker quotations. As such, these derivative contracts are classified as Level 2.

At September 30, 2012, the company had four British pound forward contracts outstanding, which are generally intended to hedge the company’s foreign exchange exposure relating to its MNOPF liability as disclosed in Note (7) and elsewhere in this document. The forward contracts have

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expiration dates between March 20, 2013 and September 30, 2013. The combined change in fair value of the forward contracts was approximately $0.1 million, all of which was recorded as a foreign exchange gain during the six months ended September 30, 2012, because the forward contracts did not qualify as hedge instruments. All changes in fair value of the forward contracts were recorded in earnings.

At March 31, 2012, the company had four British pound forward contracts outstanding, which were generally intended to hedge the company’s foreign exchange exposure relating to its MNOPF liability as disclosed in Note (7) and elsewhere in this document. The forward contracts expire at various times through March 2013. The combined change in fair value of the forward contracts was approximately $0.1 million, all of which was recorded as a foreign exchange gain during the fiscal year ended March 31, 2012, because the forward contracts did not qualify as hedge instruments. All changes in fair value of the forward contracts were recorded in earnings.

The following table provides the fair value hierarchy for the company’s other financial instruments measured as of September 30, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant     unobservable     inputs     (Level 3)
Cash equivalents	$	77,439		77,439		---		---
Long-term British pound forward derivative contracts		4,571		---		4,571		---
Total fair value of assets	$	82,010		77,439		4,571		---

The following table provides the fair value hierarchy for the company’s other financial instruments measured as of March 31, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant     unobservable     inputs     (Level 3)
Cash equivalents	$	288,446		288,446		---		---
Long-term British pound forward derivative contracts		7,042		---		7,042		---
Total fair value of assets	$	295,488		288,446		7,042		---

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Asset Impairments

The company accounts for long-lived assets in accordance with ASC 360-10-35, Impairment or Disposal of Long-Lived Assets. The company reviews the vessels in its active fleet for impairment whenever events occur or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. In such evaluation the estimated future undiscounted cash flows generated by an asset group are compared with the carrying amount of the asset group to determine if a write-down may be required. With respect to vessels that have not been stacked, we group together for impairment testing purposes vessels with similar operating and marketing characteristics. We also subdivide our groupings of assets with similar operating and marketing characteristics between our older vessels and newer vessels.

The company estimates cash flows based upon historical data adjusted for the company’s best estimate of expected future market performance, which, in turn, is based on industry trends. If an asset group fails the undiscounted cash flow test, the company uses the discounted cash flow method to determine the estimated fair value of each asset group and compares such estimated fair value (considered Level 3, as defined by ASC 360) to the carrying value of each asset group in order to determine if impairment exists. If impairment exists, the carrying value of the asset group is reduced to its estimated fair value.

In addition to the periodic review of its active long-lived assets for impairment when circumstances warrant, the company also performs a review of its stacked vessels and vessels withdrawn from service every six months or whenever changes in circumstances indicate that the carrying amount of a vessel may not be

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recoverable. Management estimates each stacked vessel’s fair value by considering items such as the vessel’s age, length of time stacked, likelihood of a return to active service, actual recent sales of similar vessels, among others, which are unobservable inputs. In certain situations we obtain an estimate of the fair value of the stacked vessel from third-party appraisers or brokers. The company records an impairment charge when the carrying value of a vessel withdrawn from service or a stacked vessel exceeds its estimated fair value. The estimates of fair value of stacked vessels are also subject to significant variability, are sensitive to changes in market conditions, and are reasonably likely to change in the future.

The below table summarizes the combined fair value of the assets that incurred impairments during the quarters and the six-month periods ended September 30, 2012 and 2011, along with the amount of impairment. The impairment charges were recorded in gain on asset dispositions, net.

	Quarter Ended                  September 30,				Six Months Ended         September 30,
(In thousands, except number of assets)	2012		2011		2012		2011
Amount of impairment incurred	$	790		256		3,564		2,570
Combined fair value of assets incurring impairment		1,192		—		8,602		3,913

(9) OTHER ASSETS, ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES AND DEFERRED CREDITS

A summary of other assets at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,   2012		March 31,     2012
Recoverable insurance losses	$	3,436		3,150
Deferred income tax assets		68,350		64,090
Deferred finance charges		5,935		6,797
Savings plans and supplemental plan		29,564		29,538
Noncurrent tax receivable		9,106		9,106
Other		3,963		5,173
	$	120,354		117,854

A summary of accrued expenses at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,     2012		March 31,     2012
Payroll and related payables	$	31,392		31,729
Commissions payable		15,390		14,309
Accrued vessel expenses		83,900		76,078
Accrued interest expense		8,085		8,095
Other accrued expenses		5,679		4,742
	$	144,446		134,953

A summary of other current liabilities at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,         2012		March 31,     2012
Taxes payable	$	24,608		23,791
Deferred credits - current		1,165		2,278
Dividend payable		267		156
	$	26,040		26,225

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TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of other liabilities and deferred credits at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,              2012		March 31,     2012
Postretirement benefits liability	$	27,946		27,809
Pension liabilities		43,150		40,875
Deferred gain on vessel sales		39,568		39,568
Other		19,755		20,303
	$	130,419		128,555

(10)    ACCOUNTING PRONOUNCEMENTS

From time to time new accounting pronouncements are issued by the FASB that are adopted by the company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the company’s consolidated financial statements upon adoption.

In September 2011, the FASB issued guidance on ASC 350, Intangibles-Goodwill and Other, for testing goodwill for impairment. The new guidance provides a company the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company’s assessment determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized for that reporting unit, if any. If the company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The guidance became effective for us on April 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

In June 2011, the FASB issued guidance on ASC 220, Comprehensive Income, regarding the presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders’ equity. Instead, a company is required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance also requires companies to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. In December 2011, the FASB issued guidance which indefinitely defers the guidance related to the presentation of reclassification adjustments. The guidance became effective for us on April 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU 2011-04”), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The guidance became effective for us on January 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

(11)    SEGMENT AND GEOGRAPHIC DISTRIBUTION OF OPERATIONS

The company follows the disclosure requirements of ASC 280, Segment Reporting. Operating business segments are defined as a component of an enterprise for which separate financial information is available and is evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

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TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We manage and measure our business performance in four distinct operating segments: Americas, Asia/Pacific, Middle East/North Africa, and Sub-Saharan Africa/Europe. These segments are reflective of how the company’s chief operating decision maker (CODM) reviews operating results for the purposes of allocating resources and assessing performance. The company’s CODM is its Chief Executive Officer.

The following table provides a comparison of revenues, vessel operating profit, depreciation and amortization, and additions to properties and equipment for the quarters and the six-month periods ended September 30, 2012 and 2011. Vessel revenues and operating costs relate to vessels owned and operated by the company while other operating revenues relate to the activities of the company’s shipyards, brokered vessels and other miscellaneous marine-related businesses.

		Quarter Ended				Six Months Ended
		September 30,				September 30,
(In thousands)		2012		2011		2012		2011
Revenues:
Vessel revenues:
Americas	$		82,316		81,892		159,966		162,569
Asia/Pacific			45,738		29,127		97,480		64,626
Middle East/N. Africa			32,051		24,810		64,501		50,867
Sub-Saharan Africa/Europe			149,717		112,583		277,969		223,665
			309,822		248,412		599,916		501,727
Other operating revenues			2,096		2,482		6,450		3,774
	$		311,918		250,894		606,366		505,501
Vessel operating profit:
Americas	$		9,506		9,530		19,698		21,384
Asia/Pacific			7,826		(4,776)		22,734		494
Middle East/N. Africa			6,280		(996)		12,562		(968)
Sub-Saharan Africa/Europe			44,330		21,631		71,426		43,855
			67,942		25,389		126,420		64,765
Corporate expenses			(12,484)		(9,361)		(22,951)		(18,882)
Goodwill impairment					(30,932)				(30,932)
Gain on asset dispositions, net			1,833		9,458		2,671		11,175
Other operating expense			(94)		(35)		544		(146)
Operating income (loss)	$		57,197		(5,481)		106,684		25,980
Foreign exchange gain (loss)			529		1,659		(1,222)		2,473
Equity in net earnings of unconsolidated companies			3,357		3,456		5,720		5,945
Interest income and other, net			1,128		766		1,847		1,956
Interest and other debt costs			(7,148)		(4,766)		(14,735)		(8,827)
Earnings (loss) before income taxes	$		55,063		(4,366)		98,294		27,527
Depreciation and amortization:
Americas	$		10,629		9,800		20,721		19,294
Asia/Pacific			4,833		5,039		9,946		10,153
Middle East/N. Africa			4,388		4,138		8,467		8,740
Sub-Saharan Africa/Europe			15,309		13,849		30,802		27,595
Corporate			888		981		1,895		1,774
	$		36,047		33,807		71,831		67,556
Additions to properties and equipment:
Americas	$		25,118		2,072		41,896		4,318
Asia/Pacific			5,071		277		5,165		857
Middle East/N. Africa			721		705		1,795		1,153
Sub-Saharan Africa/Europe			36,659		2,540		48,534		6,822
Corporate (A)			44,194		91,645		88,285		153,741
	$		111,763		97,239		185,675		166,891

(A) Included in Corporate are additions to properties and equipment relating to vessels currently under construction which have not yet been assigned to a non-corporate reporting segment as of the dates presented.

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TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a comparison of total assets at September 30, 2012 and March 31, 2012:

	September 30,		March 31,
(In thousands)	2012		2012
Total assets:
Americas	$	1,023,442		1,031,962
Asia/Pacific		613,480		654,357
Middle East/North Africa		449,452		405,625
Sub-Saharan Africa/Europe		1,456,216		1,519,124
		3,542,590		3,611,068
Investments in, at equity, and advances to unconsolidated companies		50,108		46,077
		3,592,698		3,657,145
Corporate (A)		429,390		404,473
	$	4,022,088		4,061,618

Note A: Included in Corporate are vessels currently under construction which have not yet been assigned to a non-corporate reporting segment. The vessel construction costs will be reported in Corporate until the earlier of the vessels being assigned to a non-corporate reporting segment or the vessels’ delivery. At September 30, 2012 and March 31, 2012, $242.8 million and $249.4 million, respectively, of vessel construction costs are included in Corporate.

The following table discloses the amount of revenue by segment, and in total for the worldwide fleet, along with the respective percentage of total vessel revenue for the quarters and the six-month periods ended September 30, 2012 and 2011:

		Quarter Ended								Six Months Ended
Revenue by vessel class		September 30,								September 30,
(In thousands)		2012		%		2011		%		2012		%		2011		%
Americas fleet:
Deepwater vessels	$		44,747		14%		36,639		15%		81,027		14%		73,044		15%
Towing-supply/supply			31,109		10%		36,648		15%		65,461		11%		72,334		14%
Other			6,460		2%		8,605		3%		13,478		2%		17,191		3%
Total	$		82,316		27%		81,892		33%		159,966		27%		162,569		32%
Asia/Pacific fleet:
Deepwater vessels	$		24,592		8%		12,264		5%		49,929		8%		28,193		6%
Towing-supply/supply			20,229		7%		15,870		6%		45,729		8%		34,314		7%
Other			917		<1%		993		<1%		1,822		<1%		2,119		<1%
Total	$		45,738		15%		29,127		12%		97,480		16%		64,626		13%
Middle East/N. Africa fleet:
Deepwater vessels	$		12,275		4%		11,782		5%		23,559		4%		22,533		4%
Towing-supply/supply			18,859		6%		11,616		5%		38,859		6%		25,090		5%
Other			917		<1%		1,412		1%		2,083		<1%		3,244		1%
Total	$		32,051		10%		24,810		10%		64,501		10%		50,867		10%
Sub-Saharan Africa/Europe fleet:
Deepwater vessels	$		67,696		22%		45,605		18%		130,311		22%		84,111		17%
Towing-supply/supply			63,548		20%		48,698		20%		112,560		20%		101,324		20%
Other			18,473		6%		18,280		7%		35,098		6%		38,230		8%
Total	$		149,717		48%		112,583		45%		277,969		47%		223,665		45%
Worldwide fleet:
Deepwater vessels	$		149,310		48%		106,290		43%		284,826		47%		207,881		41%
Towing-supply/supply			133,745		43%		112,832		45%		262,609		44%		233,062		46%
Other			26,767		9%		29,290		12%		52,481		9%		60,784		12%
Total	$		309,822		100%		248,412		100%		599,916		100%		501,727		100%

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TIDEWATER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(12)    GOODWILL

The company tests goodwill for impairment annually at the reporting unit level using carrying amounts as of December 31 or more frequently if events and circumstances indicate that goodwill might be impaired.

During fiscal 2012, the company changed its reportable segments during the quarter ended September 30, 2011 from International and United States to Americas, Asia/Pacific, Middle East/North Africa, and Sub-Saharan Africa/Europe. The company performed an interim goodwill impairment assessment prior to changing its reportable segments and determined there was no goodwill impairment.

Goodwill of approximately $49.4 million historically assigned to the United States segment was assigned to the Americas segment. Goodwill of approximately $279.4 million historically assigned to the International segment was allocated among the new reportable segments based on their relative fair values.

The company also performed an interim goodwill impairment assessment on the new reporting units using September 30, 2011 carrying values as prescribed in ASC 350, Intangibles-Goodwill and Other (ASC 350) and determined on the basis of the step one of the goodwill impairment test that the carrying value of its Middle East/North Africa unit exceeded its fair value thus triggering the second step of the goodwill analysis as then prescribed by ASC 350. An estimated goodwill impairment charge of $30.9 million was recorded during the quarter ended September 30, 2011. Step two of the assessment was completed during the quarter ended December 31, 2011 and there was no further adjustment to goodwill.

Goodwill by reportable segment at September 30, 2012 and at March 31, 2012 is as follows:

	September 30,		March 31,
(In thousands)	2012		2012
Americas	$	114,237		114,237
Asia/Pacific		56,283		56,283
Middle East/N. Africa		---		---
Sub-Saharan Africa/Europe		127,302		127,302
	$	297,822		297,822

(13)    SUBSEQUENT EVENTS

During October 2012, the company elected to repurchase, for a total $8.4 million, a platform supply vessel that it had sold and leased back during fiscal 2006. Please refer to the “Off-Balance Sheet Arrangements” section of Management Discussion and Analysis in Item 2 of this report for a discussion on the company’s sale/leaseback vessels.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Tidewater Inc.

New Orleans, Louisiana

We have reviewed the accompanying condensed consolidated balance sheet of Tidewater Inc. and subsidiaries (the “Company”) as of September 30, 2012, and the related condensed consolidated statements of earnings, comprehensive income, cash flows, and stockholders’ equity for the three-month and six-month periods ended September 30, 2012 and 2011. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Pubic Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Tidewater Inc. and subsidiaries as of March 31, 2012, and the related consolidated statements of earnings, stockholders’ equity and other comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated May 21, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

November 6, 2012

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS

FORWARD-LOOKING STATEMENT

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the company notes that this Quarterly Report on Form 10-Q and the information incorporated herein by reference contain certain forward-looking statements which reflect the company’s current view with respect to future events and financial performance. All such forward-looking statements are subject to risks and uncertainties, and the company’s future results of operations could differ materially from its historical results or current expectations reflected by such forward-looking statements. Some of these risks are discussed in this report and include, without limitation, volatility in worldwide energy demand and oil and gas prices; fleet additions by competitors and industry overcapacity; changes in capital spending by customers in the energy industry for offshore exploration, field development and production; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; uncertainty of global financial market conditions and difficulty in accessing credit or capital; acts of terrorism and piracy; significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation, especially in higher political risk countries where we operate; foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; and enforcement of laws related to the environment, labor and foreign corrupt practices.

Forward-looking statements, which can generally be identified by the use of such terminology as “may,” “expect,” “anticipate,” “estimate,” “forecast,” “believe,” “think,” “could,” “continue,” “intend,” “seek,” “plan,” and similar expressions contained in this report, are predictions and not guarantees of future performance or events. Any forward-looking statements are based on the company’s assessment of current industry, financial and economic information, which by its nature is dynamic and subject to rapid and possibly abrupt changes. The company’s actual results may differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments that affect us will be those that we anticipate and have identified. The forward-looking statements should be considered in the context of the risk factors listed above and discussed in Items 1, 1A, 2 and 7 included in the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the Securities and Exchange Commission (SEC) on May 21, 2012, and elsewhere in the Form 10-Q. Investors and prospective investors are cautioned not to rely unduly on such forward-looking statements, which speak only as of the date hereof. Management disclaims any obligation to update or revise any forward-looking statements contained herein to reflect new information, future events or developments.

In certain places in this report, we may refer to reports published by third parties that purport to describe trends or developments in energy production and drilling and exploration activity. The company does so for the convenience of our investors and potential investors and in an effort to provide information available in the market that will lead to a better understanding of the market environment in which the company operates. The company specifically disclaims any responsibility for the accuracy and completeness of such information and undertakes no obligation to update such information.

The following information contained in this Form 10-Q should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report and related disclosures and the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 21, 2012.

About Tidewater

We provide offshore service vessels and marine support services to the global offshore energy industry through the operation of a diversified fleet of marine service vessels. Tidewater manages and measures its business performance in four distinct operating segments: Americas, Asia/Pacific, Middle East/North Africa, and Sub-Saharan Africa/Europe, and has one of the broadest global operating footprints in the offshore energy industry. We operate vessels in most of the world’s significant offshore crude oil and natural gas

27

exploration and production regions. The company is also one of the most experienced international operators in the offshore energy industry having operated in many countries throughout the world over the last six decades. At September 30, 2012, the company had 333 vessels (of which 10 were owned by joint ventures, 61 were stacked and two were withdrawn from service) available to serve the global energy industry. The size and composition of the company’s offshore service vessel fleet includes vessels that are operated under joint ventures, as well as vessels that have been stacked or withdrawn from service. The company provides offshore vessel services in support of all phases of offshore exploration, field development and production, including towing of, and anchor handling for, mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; offshore construction, ROV operations, and seismic and subsea support; and a variety of specialized services such as pipe and cable laying.

Principal Factors That Drive Our Revenues

The company’s revenues, net earnings and cash flows from operations are largely dependent upon the activity level of its offshore marine vessel fleet. As is the case with many other energy service companies, our business activity is largely dependent on the level of drilling and exploration activity of our customers. Our customers’ business activity, in turn, is dependent on crude oil and natural gas prices, which fluctuate depending on expected future levels of supply and demand for crude oil and natural gas, and on estimates of the cost to find, develop and produce reserves.

The company’s revenues in all segments are driven primarily by the company’s fleet size, vessel utilization and day rates. Because a sizeable portion of the company’s operating costs and its depreciation does not change proportionally with changes in revenue, the company’s operating profit is largely dependent on revenue levels.

Principal Factors That Drive Our Operating Costs

Operating costs consist primarily of crew costs, repair and maintenance, insurance and loss reserves, fuel, lube oil and supplies and vessel operating lease expense.

Fleet size, fleet composition, geographic areas of operation, supply and demand for marine personnel, and local labor requirements are the major factors which affect overall crew costs in all segments. In addition, the company’s newer, more technologically sophisticated anchor handling towing supply vessels (AHTS) and platform supply vessels (PSVs) generally require a greater number of specially trained, more highly compensated fleet personnel than the company’s older, smaller and less sophisticated vessels. Competition for skilled crew personnel has intensified as new-build support vessels currently under construction increase the number of technologically sophisticated offshore vessels operating worldwide. It is expected that crew cost will likely increase as competition for skilled personnel intensifies.

The timing and amount of repair and maintenance costs are influenced by customer demand, vessel age and drydockings mandated by regulatory agencies. A certain number of periodic drydockings are required to meet regulatory requirements. The company will generally incur drydocking costs only if economically justified, taking into consideration the vessel’s age, physical condition, contractual obligations, current customer requirements and future marketability. When the company elects to forego a required drydocking, it stacks and occasionally sells the vessel because it is not permitted to work without valid regulatory certifications. When the company drydocks a productive vessel, the company not only foregoes vessel revenues and incurs drydocking costs, but also continues to incur vessel operating and depreciation costs. In any given period, vessel downtime associated with drydockings and major repairs and maintenance can have a significant effect on the company’s revenues and operating costs.

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At times, vessel drydockings take on an increased significance to the company and its financial performance. Older vessels may require more frequent and more expensive repairs and drydockings. Newer vessels (generally those built after 2000), which now account for a majority of the company’s revenues and vessel margin (vessel revenues less vessel operating costs), can also require expensive drydockings, even in the early years of a vessel’s useful life, due to the larger relative size and greater relative complexity of these vessels. Conversely, when the company stacks vessels, the number of drydockings in any period could decline. The combination of these factors can affect drydock costs, which are primarily included in repair and maintenance expense, and incrementally increase the volatility of the company’s revenues and operating income, thus making period-to-period comparisons more difficult.

Although the company attempts to efficiently manage its fleet drydocking schedule, changes in the demand for (and supply of) shipyard services can result in heavy workloads at shipyards and inflationary pressure on shipyard pricing. In recent years, increases in drydocking costs and days off hire (due to vessels being drydocked) have contributed to volatility in repair and maintenance costs and vessel revenue. In addition, some of the more recently constructed vessels are now experiencing their first or second required regulatory drydockings.

Insurance and loss reserves costs are dependent on a variety of factors, including the company’s safety record and pricing in the insurance markets, and can fluctuate over time. The company’s vessels are generally insured for up to their estimated fair market value in order to cover damage or loss resulting from marine casualties, adverse weather conditions, mechanical failure, collisions, and property losses to the vessel. The company also purchases coverage for potential liabilities stemming from third-party losses with limits that it believes are reasonable for its operations. Insurance limits are reviewed annually and third-party coverage is purchased based on the expected scope of ongoing operations and the cost of third-party coverage.

Fuel and lube costs can also fluctuate in any given period depending on the number and distance of vessel mobilizations, the number of active vessels off charter, drydockings, and changes in fuel prices.

The company also incurs vessel operating costs that are aggregated as “other” vessel operating costs. These costs consist of brokers’ commissions, training costs and other miscellaneous costs. Brokers’ commissions are incurred primarily in the company’s non-United States operations where brokers sometimes assist in obtaining work for the company’s vessels. Brokers generally are paid a percentage of day rates and, accordingly, commissions paid to brokers generally fluctuate in accordance with vessel revenue. Other costs include, but are not limited to, satellite communication fees, agent fees, port fees, canal transit fees, vessel certification fees, temporary vessel importation fees and any fines or penalties.

Challenges We Confront as a Global Offshore Vessel Company

We operate in many challenging operating environments around the world that present varying degrees of political, social, economic and other uncertainties. We operate in markets where risks of expropriation, confiscation or nationalization of our vessels or other assets, terrorism, piracy, civil unrest, changing foreign currency exchange rates and controls, and changing political conditions, may adversely affect our operations. Although the company takes what it believes to be prudent measures to safeguard its property, personnel and financial condition against these risks, it cannot eliminate entirely the foregoing risks, though the wide geographic dispersal of the company’s vessels helps reduce the potential impact of these risks. In addition, immigration, customs, tax and other regulations (and administrative and judicial interpretations thereof) can have a material impact on our ability to work in certain countries and on our operating costs.

In some international operating environments, local customs or laws may require the company to form joint ventures with local owners or use local agents. The company is dedicated to carrying out its international operations in compliance with the rules and regulations of the Office of Foreign Assets Control (OFAC), the Trading with the Enemy Act, the Foreign Corrupt Practices Act (FCPA), and other applicable laws and regulations. The company has adopted policies and procedures to mitigate the risks of violating these rules and regulations.

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Sonatide Joint Venture

The company has previously disclosed that its existing Sonatide joint venture agreement with Sonangol had been extended to December 31, 2012 to allow ongoing joint venture restructuring negotiations to continue.

The company is continuing discussions with Sonangol to restructure the existing joint venture and overall commercial relationship, although important and fundamental issues in the parties’ efforts to restructure the existing relationship remain outstanding and unresolved. While the parties had several constructive meetings during the quarter ended September 30, 2012, the parties did not make significant progress during the quarter in resolving those issues. If negotiations relating to the Sonatide joint venture are ultimately unsuccessful, the company will work toward an orderly wind up of the joint venture, and the company is preparing itself for that possibility. Based on prior conduct between the parties during this period of uncertainty, we believe that the joint venture would be allowed to honor existing vessel charter agreements through their contract terms. Even though the global market for offshore supply vessels is currently reasonably well balanced, with offshore vessel supply approximately equal to offshore vessel demand, there would likely be negative financial impacts associated with the wind up of the existing joint venture and the possible redeployment of vessels to other markets, including mobilization costs and costs to redeploy Tidewater shore-based employees to other areas, in addition to lost revenues associated with potential downtime between vessel contracts. These financial impacts could, individually or in the aggregate, be material to our results of operations and cash flows for the periods when such costs would be absorbed. If there is a need to redeploy vessels which are currently deployed in Angola to other international markets, Tidewater believes that there is sufficient demand for these vessels at prevailing market day rates.

Sonangol continues to express a willingness to consider some further contracting activity by the Sonatide joint venture. During the quarter ended September 30, 2012, the Sonatide joint venture entered into two short term contracts, both of which have now expired.

During the nine months ended September 30, 2012, the company redeployed seven vessels from its Angolan operations to other markets and also transferred vessels into its Angolan operations from other markets. The net reduction in the number of vessels operating in its Angolan operations during this nine month period was not significant. The vessels that were redeployed outside its Angolan operations during the nine months ended September 30, 2012 were chartered at new day rates that were comparable to, or higher than their respective expiring contracts in Angola, in part because of generally improving markets for these vessels.

For the six months ended September 30, 2012, Tidewater’s Angolan operations generated vessel revenues of approximately $134.3 million, or 22% of its consolidated vessel revenue, from an average of approximately 86 Tidewater-owned vessels that are marketed through the Sonatide joint venture (11 of which were stacked on average during the six months ended September 30, 2012), and, for the six months ended September 30, 2011, generated vessel revenues of approximately $127.8 million, or 25% of consolidated vessel revenue, from an average of approximately 95 Tidewater-owned vessels (13 of which were stacked on average during the six months ended September 30, 2011). For the year ended March 31, 2012, Tidewater’s Angolan operations generated vessel revenues of approximately $254 million, or 24% of its consolidated vessel revenue, from an average of approximately 93 Tidewater-owned vessels (14 of which were stacked on average in fiscal 2012), and, for the year ended March 31, 2011, generated vessel revenues of approximately $237 million, or 23% of consolidated vessel revenue, from an average of approximately 97 vessels (13 of which were stacked on average in fiscal 2011).

In addition to the company’s Angolan operations, which reflect the results of Tidewater-owned vessels marketed through the Sonatide joint venture (owned 49% by Tidewater), ten vessels and other assets are owned by the Sonatide joint venture. As of September 30, 2012 and March 31, 2012, the carrying value of Tidewater’s investment in the Sonatide joint venture, which is included in “Investments in, at equity, and advances to unconsolidated companies,” is approximately $50 million and $46 million, respectively.

International Labour Organization’s Maritime Labour Convention

The International Labour Organization’s Maritime Labour Convention, 2006 (the “Convention”) seeks to mandate globally, among other things, seafarer working conditions, ship accommodations, wages, conditions

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of employment, health and other benefits for all ships (and the seafarers on those ships) that are engaged in commercial activities. This Convention has now exceeded the requisite 30 countries needed for ratification.

The 32 countries that have ratified are: Antigua and Barbuda, Australia, the Bahamas, Benin, Bosnia and Herzegovina, Bulgaria, Canada, Croatia, Cyprus, Denmark, Gabon, Kiribati, Latvia, Liberia, Luxembourg, Marshall Islands, Marocco, Netherlands, Norway, Palau, Panama, Philippines, Poland, Russian Federation, Saint Kitts and Nevis, St. Vincent and the Grenadines, Singapore, Spain, Sweden, Switzerland, Togo and Tuvalu. Notably, although Gabon has submitted instruments of ratification, its registration for Member state social protection benefits is still pending. The aforementioned 32 countries represent more than 50% of the world’s vessel tonnage, and, as such the requisites for ratification were met in August of 2012 for this Convention to become law in August 2013 in those ratifying countries. Because the company maintains that this Convention is unnecessary in light of existing international labor laws that offer substantial equivalency to the labor provisions of the Convention, the company continues to work with flag state and industry representatives to object to further ratifications of this Convention. The company continues to assess its global seafarer labor relationships and to review its fleet operational practices in light of the Convention requirements. Where the Convention will apply, the company and its customers’ operations may be negatively affected by future compliance costs which cannot be reasonably estimated at this time.

Macroeconomic Environment and Outlook

The primary driver of our business (and revenues), is the level of our customers’ capital and operating expenditures for oil and natural gas exploration, field development and production. These expenditures, in turn, generally reflect our customers’ expectations for future oil and natural gas prices, economic growth, hydrocarbon demand and estimates of current and future oil and natural gas production. The prices of crude oil and natural gas are critical factors in exploration and production (E&P) companies’ decisions to contract drilling rigs and offshore service vessels in the various international markets or the U.S. GOM, with the various international markets being largely driven by supply and demand for crude oil, and the U.S. GOM being influenced both by the supply and demand for natural gas (primarily in regards to shallow water activity) and the supply and demand for crude oil (primarily in regards to deepwater activity).

Crude oil prices trended upward during the quarter ended September 30, 2012 because of renewed optimism that governmental economic stimulus plans that were initiated during the quarter in the U.S., the Euro-Zone and in China will provide the stimulation needed to lead to stronger economic growth globally (which, in turn, should increase demand for crude oil) and because of geopolitical tensions in the Middle East that have renewed concerns over potential oil shortages due to supply disruption if the tensions escalate. However, by the end of the September 2012 quarter, crude oil price volatility emerged as renewed concerns regarding prolonged levels of relatively high unemployment in the U.S. and other advanced economies, along with a worsening financial uncertainty in certain Euro-zone countries (despite reduced debt burdens in ailing European countries resulting from the sovereign debt purchases by the European Central Bank), and inflation risks in emerging economies creating market concerns that global demand for crude oil in the near term will soften. In addition, the Organization of Petroleum Exporting Companies (OPEC), expressed at its meeting held in June 2012 that it will strive to meet consumer demand, stabilize the crude oil market, and ensure a balanced global supply of crude oil by responding quickly to market developments as the long-term demand for crude oil is expected to grow. Tidewater anticipates that its longer-term utilization and day rate trends for its vessels will continue to be correlated with demand for, and the price of, crude oil, which in mid-October 2012, was trading around $91 per barrel for West Texas Intermediate (WTI) crude and around $114 per barrel for Intercontinental Exchange (ICE) Brent, up from $87 per barrel for WTI and $103 for ICE in mid-July 2012. High crude oil prices generally bode well for increases in drilling and exploration activity, which would support increases in demand for the company’s vessels. Conversely, downward pricing trends result in lower E&P expenditures by our customers, and accordingly, lower demand for the company’s vessels.

Natural gas prices continue to be relatively weak due to the rise in production of unconventional gas resources in North America (in part due to increases in onshore shale production resulting from technological advancements in horizontal drilling and hydraulic fracturing) and the commissioning of a number of new, large, Liquefied Natural Gas (LNG) exporting facilities around the world, which have contributed to an oversupplied natural gas market. The price of natural gas continued to trend higher during the quarter ended September 30, 2012 as the supply and demand balance for natural gas tightened due to increased demand

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for natural gas as a result of the industrial sector switching from coal to gas. In addition, some production shut-ins of natural gas dry wells occurred, but to date such shut-ins have not yet had a significant impact on natural gas pricing, in part because a considerable amount of natural gas is being derived as a byproduct of drilling crude oil and natural gas liquids-oriented wells in liquid rich basins onshore, which is contributing to an oversupplied market. As of mid-October 2012, natural gas was trading in the U.S. in the $3.40 to $3.60 per Mcf range which is up from the $2.85 to $2.95 range in mid-July 2012. Oversupplied natural gas inventories in the U.S. exert downward pricing pressures on natural gas prices in the U.S. Prolonged periods of oversupply of natural gas (whether from conventional or unconventional natural gas production or gas produced as a byproduct of crude oil production) will likely continue to suppress prices for natural gas, although over the longer term, relatively low natural gas prices may also lead to increased demand for the resource. High onshore gas production along with a prolonged downturn in natural gas prices can negatively impact the offshore exploration and development plans of E&P companies, which in turn, would suppress demand for offshore support vessel services, primarily in the Americas segment (specifically our U.S. operations where natural gas is the more prevalent exploitable hydrocarbon resource).

Deepwater activity continues to be a significant segment of the global offshore crude oil and natural gas markets, and deepwater activity has also been a source of growth for the company. Deepwater activity in non-U.S. markets did not experience significant negative effects from the 2008-2009 global economic recession, largely because deepwater oil and gas development typically involves significant capital investment and multi-year development plans. Such projects are generally underwritten by the participating exploration, field development and production companies using relatively conservative assumptions relating to crude oil and natural gas prices. These projects are, therefore, considered less susceptible to short-term fluctuations in the price of crude oil and natural gas. During the past few years, worldwide rig construction increased as rig owners capitalized on the high worldwide demand for drilling and lower shipyard construction and financing costs. Reports published by IHS-Petrodata in mid-October 2012 indicate that the worldwide movable offshore drilling rig count (currently estimated at approximately 862, approximately 45% of which are designed to operate in deeper waters), will increase as approximately 200 new-build offshore rigs that are currently on order and under construction, most of which will be delivered within the next three years. Of the estimated 862 movable offshore rigs worldwide, approximately 630 are currently working. It is further estimated that approximately 54% of the new-build rigs are being built to operate in deeper waters, suggesting that the number of rigs designed to operate in deeper waters could grow in the coming years to nearly 50% of the market. Investment is also being made in the floating production unit market, with approximately 72 new floating production units currently under construction and expected to be delivered primarily over the next three years to supplement the current approximately 354 floating production units worldwide.

According to IHS-Petrodata, the global offshore supply vessel market in mid-October 2012 had 439 new-build offshore support vessels (platform supply vessels and anchor handlers only) under construction, most of which are expected to be delivered to the worldwide offshore vessel market within the next two and one half years. The current worldwide fleet of these classes of vessels is estimated at 2,808 vessels, of which Tidewater estimates more than 10% are stacked.

An increase in worldwide vessel capacity without a corresponding increase in vessel demand would tend to have the effect of lowering charter rates. The effects of vessel oversupply are particularly acute when reduced market prices for oil lead to lower levels of exploration, field development and production activity. The worldwide offshore marine vessel industry, however, also has a large number of aged vessels including over 700 vessels, or approximately 26%, of the worldwide offshore fleet, that are at least 25 years old and nearing or exceeding original expectations of their estimated economic lives. These older vessels, up to fifty percent of which Tidewater estimates are already stacked, could potentially be removed from the market within the next few years if the cost of extending the vessels’ lives is not economically justifiable. Although the future attrition rate of these aging vessels cannot be determined with certainty, the company believes that the retirement of a sizeable portion of these aged vessels could mitigate the potential combined negative effects of new-build vessels on vessel utilization and vessel pricing. Additional vessel demand could also be created by the addition of new drilling rigs and floating production units that are expected to be delivered and become operational over the next few years, which should help minimize the possible negative effects of the new-build offshore support vessels being added to the offshore support vessel fleet.

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Fiscal 2013 Second Quarter Business Highlights

During the first half of fiscal 2013, the company continued its focus on maintaining its competitive advantages and its market share in international markets where it operates, and continued to modernize its vessel fleet to increase future earnings capacity while removing from active service certain older, or traditional vessels that currently have fewer market opportunities. Key elements of the company’s strategy continue to be the preservation of its strong financial position and the maintenance of adequate liquidity to fund the expansion of its fleet of newer vessels. Operating management focused on safe operations, minimizing unscheduled downtime, and maintaining disciplined cost control.

At September 30, 2012, the company had 321 owned or chartered vessels (excluding joint-venture vessels and vessels withdrawn from service) in its fleet with an average age of 12.9 years. The average age of 222 newer vessels that have been acquired or constructed since calendar year 2000 as part of the company’s new-build and acquisition program is 5.6 years. The remaining 99 vessels have an average age of 29.4 years. During the six months ended September 30, 2012 and 2011, the company’s newer vessels generated $547.9 million and $422.1 million, respectively, of revenue and accounted for 97%, or $248.2 million, and 91%, or $171.5 million, respectively, of total vessel margin (vessel revenues less vessel operating costs). Vessel operating costs associated with the company’s new vessels exclude depreciation of $61.3 million and $53.0 million, respectively, during the same comparative periods.

The company’s consolidated net earnings for the first half of fiscal 2013 increased 277%, or $54.5 million, as compared to the same period in fiscal 2012, primarily due to an approximate 20% increase in total revenues, which was partially offset by a 9%, or $29.3 million, increase in vessel operating costs, and a $16.2 million, or 207%, increase in income tax expense as a result of incurring higher earnings before taxes during the comparative periods as disclosed in Note (3) of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report. In addition, a $30.9 million non-cash goodwill impairment ($22.1 million after-tax, or $0.43 per share) was recorded during the second quarter of fiscal year 2012 on the company’s Middle East/North Africa segment as disclosed in Note (12) of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report. The company recorded $606.4 million in revenues during the first half of fiscal 2013, which is an increase of $100.9 million over the revenue earned during the same period of fiscal 2012, due to a 17% increase in our total average day rates and an approximate seven percentage point increase in total vessel utilization. Increases in average day rates is attributable to higher demand for our vessels as a result of increased E&P activity by our customers due to upward trending oil prices as well as the operation of newer, more sophisticated vessels.

Vessel revenues generated by the company’s Americas segment decreased 2%, or $2.6 million, during the first half of fiscal 2013 as compared to the revenues earned during the same period in fiscal 2012, primarily due to a $6.9 million and $3.7 million decrease in revenues earned on the towing supply/supply and other classes of vessels, respectively. These decreases in revenue were partially offset by an $8.0 million increase in revenue generated by the deepwater vessels during the same comparable periods. Americas-based vessel operating costs decreased a modest 1%, or $0.9 million, during the first half of fiscal 2013 as compared to the same period in fiscal 2012.

Vessel revenues generated by our Asia/Pacific segment increased 51%, or $32.9 million, during the first six months of fiscal 2013 as compared to the revenues earned during the same period in fiscal 2012, due to a 22 percentage point increase in utilization rates and a 73% increase in average day rates on the deepwater vessels (providing a $21.7 million increase in deepwater vessel revenues) along with a 10% increase in average day rates on the towing supply/supply vessels (which provided an $11.4 million increase in revenue on this class). Vessel operating costs for the Asia/Pacific segment increased 21%, or $9.8 million, during the same comparative periods.

Vessel revenues generated by our Middle East/North Africa segment increased 27%, or $13.6 million, during the first six months of fiscal 2013 as compared to the revenues earned during the same period in fiscal 2012, primarily due to a 20 percentage point increase in utilization rates and a 22% increase in the average day rates on the towing supply/supply vessels operating in this segment. During the first half of fiscal 2013, vessel operating costs for the Middle East/North Africa segment decreased 4%, or $1.4 million, as compared to the same period in fiscal year 2012.

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Vessel revenues generated by our Sub-Saharan Africa/Europe segment increased 24%, or $54.3 million, during the first six months of fiscal 2013 as compared to the revenues earned during the same period in fiscal 2012, primarily due to a $46.2 million increase in deepwater vessel revenue as a result of a 17% increase in average day rates and an increase in the number of deepwater vessels operating in this segment resulting from the addition of new vessels and vessels mobilizing into this segment. Also included in the fiscal 2013 second quarter revenues are retroactive rate increases (retroactive to January 1, 2012) on certain vessel charter agreements for which the company recognized a total of $7.4 million of revenues related to services provided during the six-months ended June 30, 2012. Revenue on the towing supply/supply class of vessel contributed $11.2 million to the increase of revenue during the same comparative periods due to a 12% increase in average day rates. Vessel operating costs for the Sub-Saharan Africa/Europe segment increased 17%, or $21.8 million, during the same comparative periods.

A more complete discussion of each of the above segment highlights is included in the “Results Of Operations” section below.

Results of Operations

We manage and measure our business performance in four distinct operating segments which are based on our geographical organization: Americas, Asia/Pacific, Middle East/North Africa, and Sub-Saharan Africa/Europe. The following table compares vessel revenues and vessel operating costs (excluding general and administrative expenses, depreciation expense, and gains on asset dispositions, net) for the company’s owned and operated vessel fleet and the related percentage of vessel revenue for the quarters and the six-month periods ended September 30, 2012 and 2011 and for the quarter ended June 30, 2012:

																		Quarter
		Quarter Ended								Six Months Ended								Ended
		September 30,								September 30,								June 30,
(In thousands)		2012		%		2011		%		2012		%		2011		%		2012		%
Vessel revenues:
Americas	$		82,316		27%		81,892		33%		159,966		27%		162,569		32%		77,650		27%
Asia/Pacific			45,738		15%		29,127		12%		97,480		16%		64,626		13%		51,742		18%
Middle East/N. Africa			32,051		10%		24,810		10%		64,501		11%		50,867		10%		32,450		11%
Sub-Saharan Africa/Europe			149,717		48%		112,583		45%		277,969		46%		223,665		45%		128,252		44%
	$		309,822		100%		248,412		100%		599,916		100%		501,727		100%		290,094		100%
Vessel operating costs:
Crew costs	$		90,811		29%		78,364		31%		178,115		30%		159,488		32%		87,304		30%
Repair and maintenance			32,754		11%		27,149		11%		59,978		10%		49,209		10%		27,224		9%
Insurance and loss reserves			3,810		1%		5,374		2%		9,161		2%		10,671		2%		5,351		2%
Fuel, lube and supplies			19,269		6%		21,394		9%		37,012		6%		37,761		7%		17,743		6%
Vessel operating leases			4,403		1%		4,491		2%		8,895		1%		8,983		2%		4,492		2%
Other			26,008		9%		24,518		10%		49,722		8%		47,480		9%		23,714		8%
	$		177,055		57%		161,290		65%		342,883		57%		313,592		62%		165,828		57%

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The following table compares other operating revenues and costs related to third-party activities of the company’s shipyards, brokered vessels and other miscellaneous marine-related activities for the quarters and the six-month periods ended September 30, 2012 and 2011 and for the quarter ended June 30, 2012:

									Quarter
	Quarter Ended				Six Months Ended				Ended
	September 30,				September 30,				June 30,
(In thousands)	2012		2011		2012		2011		2012
Other operating revenues	$	2,096		2,482		6,450		3,774		4,354
Costs of other operating revenues		1,585		2,031		5,108		3,262		3,523

The following table presents vessel operating costs by the company’s segments, the related segment vessel operating costs as a percentage of segment vessel revenues, total vessel operating costs and the related total vessel operating costs as a percentage of total vessel revenues for the quarters and the six-month periods ended September 30, 2012 and 2011 and for the quarter ended June 30, 2012.

																		Quarter
		Quarter Ended								Six Months Ended								Ended
		September 30,								September 30,								June 30,
(In thousands)		2012		%		2011		%		2012		%		2011		%		2012		%
Vessel operating costs:
Americas:
Crew costs	$		29,610		36%		28,766		35%		57,357		36%		58,616		36%		27,747		36%
Repair and maintenance			10,725		13%		9,069		11%		18,837		12%		17,337		11%		8,112		10%
Insurance and loss reserves			761		1%		2,042		2%		2,189		1%		3,320		2%		1,428		2%
Fuel, lube and supplies			5,108		6%		5,388		7%		10,320		6%		9,174		6%		5,212		7%
Vessel operating leases			822		1%		910		1%		1,733		1%		1,821		1%		911		1%
Other			6,008		7%		5,925		7%		9,551		6%		10,574		7%		3,543		5%
			53,034		64%		52,100		63%		99,987		62%		100,842		63%		46,953		60%
Asia/Pacific:
Crew costs	$		19,793		43%		12,502		43%		38,322		39%		26,320		41%		18,529		36%
Repair and maintenance			3,019		7%		4,150		14%		5,627		6%		6,079		9%		2,608		5%
Insurance and loss reserves			425		1%		609		2%		527		1%		1,229		2%		102		<1%
Fuel, lube and supplies			3,274		7%		4,844		17%		6,447		7%		7,588		12%		3,173		6%
Other			2,289		5%		2,432		8%		4,743		5%		4,668		7%		2,454		5%
			28,800		63%		24,537		84%		55,666		58%		45,884		71%		26,866		52%
Middle East/N. Africa:
Crew costs	$		9,241		29%		8,024		32%		18,901		29%		16,179		32%		9,660		30%
Repair and maintenance			2,911		9%		4,657		19%		5,470		8%		7,196		14%		2,559		8%
Insurance and loss reserves			625		2%		725		3%		1,531		2%		2,034		4%		906		3%
Fuel, lube and supplies			2,925		9%		2,925		12%		5,027		8%		7,208		14%		2,102		6%
Vessel operating leases			507		2%		506		2%		1,013		2%		872		2%		506		2%
Other			1,690		5%		2,182		9%		4,522		7%		4,396		9%		2,832		9%
			17,899		56%		19,019		77%		36,464		56%		37,885		75%		18,565		57%
Sub-Saharan Africa/Europe:
Crew costs	$		32,167		21%		29,072		26%		63,535		23%		58,373		26%		31,368		24%
Repair and maintenance			16,099		11%		9,273		8%		30,044		11%		18,597		8%		13,945		11%
Insurance and loss reserves			1,999		1%		1,998		2%		4,914		2%		4,088		2%		2,915		2%
Fuel, lube and supplies			7,962		5%		8,237		7%		15,218		5%		13,791		6%		7,256		6%
Vessel operating leases			3,074		2%		3,075		3%		6,149		2%		6,290		3%		3,075		2%
Other			16,021		11%		13,979		12%		30,906		11%		27,842		12%		14,885		12%
			77,322		51%		65,634		58%		150,766		54%		128,981		57%		73,444		57%
Total operating costs	$		177,055		57%		161,290		64%		342,883		57%		313,592		62%		165,828		57%

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The following table compares operating income and other components of earnings before income taxes and its related percentage of total revenue for the quarters and the six-month periods ended September 30, 2012 and 2011 and for the quarter ended June 30, 2012.

																										Quarter
		Quarter Ended												Six Months Ended												Ended
		September 30,												September 30,												June 30,
(In thousands)		2012			%			2011			%			2012			%			2011			%			2012			%
Vessel operating profit:
Americas	$		9,506			3%			9,530			4%			19,698			3%			21,384			4%			10,192			3%
Asia/Pacific			7,826			3%			(4,776	)		(2%	)		22,734			4%			494			<1%			14,908			5%
Middle East/N. Africa			6,280			2%			(996	)		(<1%	)		12,562			2%			(968	)		(<1%	)		6,282			2%
Sub-Saharan Africa/Europe			44,330			14%			21,631			9%			71,426			12%			43,855			9%			27,096			9%
			67,942			22%			25,389			10%			126,420			21%			64,765			13%			58,478			20%
Corporate expenses			(12,484	)		(4%	)		(9,361	)		(4%	)		(22,951	)		(4%	)		(18,882	)		(4%	)		(10,467	)		(4%)
Goodwill impairment			---			---			(30,932	)		(12%	)		---			---			(30,932	)		(6%	)		---			---
Gain on asset dispositions, net			1,833			1%			9,458			4%			2,671			<1%			11,175			2%			838			<1%
Other operating expenses			(94	)		<1%			(35	)		(<1%	)		544			<1%			(146	)		(<1%	)		638			<1%
Operating income (loss)			57,197			18%			(5,481	)		(2%	)		106,684			17%			25,980			5%			49,487			17%
Foreign exchange gain (loss)			529			<1%			1,659			1%			(1,222	)		(<1%	)		2,473			<1%			(1,751	)		(<1%)
Equity in net earnings of unconsolidated companies			3,357			1%			3,456			1%			5,720			1%			5,945			1%			2,363			1%
Interest income and other, net			1,128			<1%			766			<1%			1,847			<1%			1,956			<1%			719			<1%
Interest and other debt costs			(7,148	)		(2%	)		(4,766	)		(2%	)		(14,735	)		(2%	)		(8,827	)		(2%	)		(7,587	)		(3%)
Earnings (loss) before income taxes	$		55,063			18%			(4,366	)		(2%	)		98,294			16%			27,527			5%			43,231			15%

Americas Segment Operations. Americas-based vessel revenues, during the second quarter of fiscal 2013 were comparable to the second quarter of fiscal 2012. Although Americas-based vessel revenue was comparable during this period, increases in revenues generated by the deepwater vessels were almost offset by lower revenues generated by the towing supply/supply and other vessel classes. Revenues earned on the deepwater vessels increased $8.1 million, or 22%, due to an increased number of vessels operating in this segment as a result of newly-delivered vessels added to the segment and because vessels transferred into the Americas segment from other segments. In addition, average day rates on the deepwater vessels increased 14% during the same comparative periods. Revenue on the towing supply/supply vessels decreased 15%, or $5.5 million, during the same comparative periods, primarily due to 5% lower average day rates and to less vessels operating in the segment due to vessel sales, while the other class of vessels incurred a 25%, or $2.1 million, reduction in revenue, during the same comparative periods, due primarily to a 5% decrease in average day rates on this class of vessel in the segment.

Americas-based vessel revenues during the six-month period ended September 30, 2012, decreased 2%, or $2.6 million, as compared to the six-month period ended September 30, 2011, primarily due to a decrease in revenue on the towing supply/supply vessels and the other vessels. Revenue on the towing supply/supply vessels decreased 10%, or $6.9 million, due to a 2% decrease in average day rates and to a fewer number of towing supply/supply vessels operating in this segment. Revenue on the other vessel class decreased $3.7 million, or 22%, due to a 3% decrease in average day rates and to a fewer number of other vessels operating in this segment due to vessel sales. Increases in deepwater vessel revenue partially offset declines in revenue incurred by the towing supply/supply and other vessels operating in this segment. Deepwater vessel revenue increased 11%, or $8.0 million, during the six-month period ended September 30, 2012 as compared to the same period during fiscal 2012, due to a 6% increase in average day rates and due to an increased number of newly delivered vessels operating in this segment and because vessels transferred into the Americas segment from other segments.

Total utilization rates for the Americas-based vessels increased 5 percentage points, during the first half of fiscal 2013 as compared to the first half in fiscal 2012; however, this increase is primarily a result of the sale of 25 older, stacked vessels from the Americas fleet during the eighteen month period ended September 30, 2012. Vessel utilization rates are calculated by dividing the number of days a vessel works by the number of days the vessel is available to work. As such, stacked vessels depressed utilization rates during the comparative periods because stacked vessels are considered available to work, and as such, are included in the calculation of utilization rates. Within the Americas segment, the company continued to stack, and in

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some cases dispose of, vessels that could not find attractive charters. At the beginning of fiscal 2013, the company had 21 Americas-based stacked vessels. During the first six months of fiscal 2013, the company stacked five additional vessels, sold one vessel from the previously stacked vessel fleet and put one previously stacked vessel back to work resulting in a total of 24 stacked Americas-based vessels as of September 30, 2012.

Operating profit for the Americas-based vessels during the second quarter of fiscal 2013 was comparable to the second quarter of fiscal 2012. Vessel operating profit decreased 8%, or $1.7 million, during the six month period ended September 30, 2012 as compared to the six-month period ended September 30, 2011, due to lower revenues, higher depreciation expense and lower general and administrative expense. General and administrative expenses, during the first six months of fiscal 2013 decreased 7%, or $1.5 million, as compared to the same period in fiscal 2012, due to lower administrative payroll and benefits, professional services and office and property costs during the current period. Depreciation expense increased 7%, or $1.4 million, during the first six months of fiscal 2013 as compared to the same period in fiscal 2012, due to an increased number of vessels operating in this segment as discussed above. Vessel operating costs during the quarters and six-month periods ended September 30, 2012 were comparable to the vessel operating costs incurred during the same periods in fiscal 2012.

Americas-based vessel revenues increased 6%, or $4.7 million, during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013, primarily due to a 23%, or $8.5 million, increase in deepwater vessel revenue due to the addition of one new vessel, because four vessels transferred into the Americas segment from other segments, and due to a 10% increase in average day rates. Deepwater vessel revenues were partially offset by a 9%, or $3.2 million, decrease in revenue on the towing supply/supply vessels, during the same comparative periods, due to a five percentage point decrease in utilization rates.

Operating profit for the Americas-based vessels decreased 7%, or $0.7 million, during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013, due to 13%, or $6.1 million, higher vessel operating costs (primarily crew costs, repair and maintenance costs, and other vessel costs) and higher depreciation expense. Higher revenues and lower general and administrative expenses partially offset increases in vessel operating costs and higher depreciation expense.

Crew costs increased 7%, or $1.9 million, during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013, due to crew wage increases as well as the addition of deepwater vessels operating in the segment. Crew wage pressures in the U.S. GOM have resulted from a shortage of qualified crew personnel for the company’s large, deepwater vessels which require highly skilled and licensed personnel. Crew availability in the U.S. offshore vessel market has, in part, been impacted by drilling operators trying to staff newer generation drilling platforms and drillships, most of which have dynamic positioning (DP) capabilities, with former vessel crew personnel that have DP licenses. This required vessel owning companies, such as ours, to increase crew wages to retain and attract qualified personnel effective June 1 2012. There has also been an increase in the number of deepwater vessels operating in the area as a result of vessels being transferred in from other segments and the addition of a newly delivered vessel. Repair and maintenance costs increased $2.6 million, or 32%, during the same comparative periods, due to a greater number of drydockings being performed during the current period. Depreciation expense increased 5%, or $0.5 million, during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013, due to a greater number of vessels operating in this segment. General and administrative expenses decreased12%, or $1.3 million, during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013, primarily due to decreases in administrative benefits and other administrative personnel related costs.

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Asia/Pacific Segment Operations. Asia/Pacific-based vessel revenues increased 57% and 51%, or $16.6 million and $32.9 million, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively, primarily due to higher revenues earned on the deepwater vessels. Deepwater vessel revenue increased a respective $12.3 million and $21.7 million, or 101% and 77%, during the same comparative periods, respectively, due to a 104% and 73% increase in average day rates and a 22 percentage points increase in utilization rates, respectively, as vessels were put to work following the resolution of delays on certain customer projects. Also, revenue on the towing supply/supply vessels increased $4.4 million and $11.4 million, or 27% and 33%, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively, due to a 16 and 14 percentage points increase in utilization rates, respectively, and 6% and 10% higher average day rates, respectively, a result of stronger demand for this class of vessel in this segment.

Within the Asia/Pacific segment, the company continued dispose of vessels that could not find attractive charters. At the beginning of fiscal 2013, the company had 16 Asia/Pacific-based stacked vessels. During the first six months of fiscal 2013, the company stacked no additional vessels and sold four vessels from the previously stacked vessel fleet, resulting in a total of 12 stacked Asia/Pacific-based vessels as of September 30, 2012.

Asia/Pacific-based vessel operating profit increased $12.6 million, or 264%, and $22.2 million, or 4,502%, during the quarter and six-month period ended September 30, 2012 as compared to same periods in fiscal 2012, respectively, due to higher revenues which were partially offset by $4.3 million and $9.8 million, or 17% and 21%, respectively, increase in vessel operating costs (primarily crew costs) during the same comparative periods. Crew costs increased 58% and 46%, or $7.3 million and $12.0 million, respectively, during the quarter and six-month period ended September 2012 as compared to the same periods during fiscal 2012, due to increases in crew personnel operating in Australia due to an increased number of vessels operating in that area after delays on certain customer projects ended. Also, general and administrative expenses increased 13%, or $1.0 million, during the six months ended September 30, 2012 as compared to the same period in fiscal 2012, due to pay increases for administrative personnel.

Asia/Pacific-based vessel revenues decreased 12%, or $6.0 million, during the quarter ended September 30, 2012 as compared to the quarter ended June 30, 2012, primarily due to the departure of a towing supply/supply vessel from the segment and an 11% decrease in average day rates on the towing supply/supply vessels, which together resulted in a 21%, or $5.3 million, decline in revenue. Additionally, two deepwater vessels were transferred to other operating segments during the current period which caused a 3%, or $0.7 million, decrease in revenue on the deepwater vessels during the quarter ended September 30, 2012 as compared to the quarter ended June 30, 2012.

Operating profit for the Asia/Pacific-based vessels decreased 48%, or $7.1 million, during the quarter ended September 30, 2012 as compared to the quarter ended June 30, 2012, primarily due to lower revenues and 7%, or $1.9 million, higher vessel operating costs (primarily crew costs). Crew costs increased 7%, or $1.3 million, during the same comparative periods, primarily due to increases in crew costs resulting from the accrual of bonuses related to the completion of a project in Australia.

Middle East/North Africa Segment Operations. Middle East/North Africa-based vessel revenues increased 29% and 27%, or $7.2 million and $13.6 million, respectively, during the quarter and the six-month period ended September 30, 2012 as compared to the quarter and the six-month period ended September 30, 2011, respectively. These increases are primarily attributable to increases in revenues from the towing supply/supply vessels of 62% and 55%, or $7.2 million and $13.8 million, respectively, during the same comparative periods, respectively, due to 22 and 20 percentage point increases in utilization rates and a 16% and 22% increase in average day rates, respectively, resulting from the resolution of delays in the acceptance of and cancellations of other vessels as part of a multi-vessel package committed to charter hire contracts with one customer in the Middle East.

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At the beginning of fiscal 2013, the company had seven Middle East/North Africa-based stacked vessels, and during the first six months of fiscal 2013, the company did not add to or sell vessels from the previously stacked vessel fleet, resulting in a total of seven stacked Middle East/North Africa-based vessels as of September 30, 2012.

Middle East/North Africa-based vessel operating profit increased $7.3 million and $13.5 million, or 730% and 1,398%, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, due to higher revenues, $1.1 million and $1.4 million, or 6% and 4%, respectively, lower vessel operating costs, respectively (primarily repairs and maintenance costs during the quarters ended September 30 comparative periods, and primarily repairs and maintenance costs and fuel, lube and supplies costs partially offset by higher crew costs during the comparative six-month periods ended September 30), partially offset by higher general and administrative expenses.

Repairs and maintenance costs decreased by 37% and 24%, or $1.7 million, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, due to fewer drydockings being performed during the current periods.

Fuel, lube and supplies costs decreased by $2.2 million, or 30%, during the six-month period ended September 30, 2012 as compared to the same period in fiscal year 2012, due to a higher number of vessels mobilizing into the segment during the first six months of fiscal 2012 than in the current six-month period. Crew costs increased $2.7 million, or 17%, during the six-month period ended September 30, 2012 as compared to the same period during fiscal 2012, due to an increase in crew personnel assigned to this segment related to the addition of vessels as a result of the scaling up of operations in this segment related to a multi-vessel package committed to charter hire contracts with one customer.

General and administrative expenses increased 32% and 35%, or $0.8 million and $1.8 million, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, due to an increase in administrative payroll and benefit costs (resulting from an increase in the number of administrative personnel operating in the segment), office and property costs, as well as, travel expenses.

Middle East/North Africa-based vessel revenues and operating profit during the second quarter of fiscal 2013 were comparable to the first quarter of fiscal 2013.

Sub-Saharan Africa/Europe Segment Operations. Sub-Saharan Africa/Europe-based vessel revenues increased 33% and 24%, or $37.1 million and $54.3 million, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively. The deepwater vessels generated 48% and 55%, or $22.1 million and $46.2 million, respectively, of the revenue increases. In addition, revenues attributable to towing supply/supply vessels increased by 30% and 11%, or $14.9 million and $11.2 million, respectively, during these same comparable periods, respectively, due to a 19% and 11% increase in average day rates, respectively. Revenues on the deepwater vessels and towing supply/supply vessels increased during the same comparative periods, due to an increase in the number of deepwater and towing supply/supply vessels operating in this segment as a result of new vessel deliveries and the transfer of vessels into this segment. Also included in fiscal 2013 second quarter revenues are retroactive rate increases (retroactive to January 1, 2012) on certain vessel charter agreements for which the company recognized a total of $7.4 million of revenues related to services provided during the six-months ended June 30, 2012.

Total utilization rates for the Sub-Saharan Africa/Europe-based vessels increased 4 percentage points during the first half of fiscal 2013 as compared to the first half in fiscal 2012; however, this increase is a result of the sale of 19 older, stacked vessels from the Sub-Saharan Africa/Europe-based vessel fleet during the eighteen month period ended September 30, 2012. Within the Sub-Saharan Africa/Europe segment, the company also continued to stack, and in some cases dispose of, vessels that could not find attractive charters. At the beginning of fiscal 2013, the company had 23 Sub-Saharan Africa/Europe-based stacked vessels. During the

39

first six months of fiscal 2013, the company stacked three additional vessels and sold eight vessels from the previously stacked vessel fleet, resulting in a total of 18 stacked Sub-Saharan Africa/Europe-based vessels as of September 30, 2012.

Sub-Saharan Africa/Europe-based vessel operating profit increased $22.7 million and $27.6 million, or 105% and 63%, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively, primarily due to higher revenues ($7.4 million of which relates to retroactive rate increases noted above) which were partially offset by a respective $11.7 million and $21.8 million, or 18% and 17%, increase in vessel operating costs (primarily crew costs, repair and maintenance costs, and other vessel costs) and higher depreciation expense.

Crew costs increased by 11% and 9%, or $3.1 million and $5.2 million, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively, due to a greater number of crew personnel assigned to this segment related to an increase in the number of deepwater vessels and towing supply/supply vessels operating in this segment. Repair and maintenance costs increased $6.8 million and $11.4 million, or 74% and 62%, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively, due to a greater number of drydockings being performed during the current periods. Other vessel costs increased by 15% and 11%, or $2.0 million and $3.1 million, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, respectively, due to an increase broker commissions and training costs. Depreciation expense increased 11%, or $1.5 million, and 12%, or $3.2 million, during the quarter and six-month period ended September 30, 2012 as compared to the same period during fiscal 2012, respectively, due to an increase in the number of vessels operating in this segment.

Sub-Saharan Africa/Europe-based vessel revenues increased 17%, or $21.5 million, during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013 primarily due to a 30%, or $14.5 million, increase in revenue generated by the towing supply/supply vessels due to a 20% increase in average day rates during the same comparable periods. Also included in the fiscal 2013 second quarter revenues are retroactive rate increases (retroactive to January 1, 2012) on certain vessel charter agreements for which the company recognized a total of $7.4 million of revenues related to services provided during the six-months ended June 30, 2012.

Operating profit for the Sub-Saharan Africa/Europe-based vessels increased 64%, or $17.2 million, during the quarter ended September 30, 2012 as compared to the quarter ended June 30, 2012, primarily due to revenue increases. These revenue increases were partially offset by increased vessel operating costs of 5%, or $3.9 million (primarily repair and maintenance costs and other vessel costs). Repair and maintenance costs increased $2.2 million, or 15%, during the quarter ended September 30, 2012 as compared to the quarter ended June 30, 2012, due to an increased number of drydockings. Other vessel costs increased 8%, or $1.1 million, during the same comparative periods, due to an increase in brokers’ commissions.

Other Items. Insurance and loss reserves expense decreased $1.6 million and $1.5 million, or 29% and 14%, respectively, during the quarter and six-month period ended September 30, 2012 as compared to the same periods during fiscal 2012, due to improved safety results and loss management efforts.

Gain on asset dispositions, net for the first half of fiscal 2013 decreased $8.5 million, or 76%, as compared to the same period in fiscal 2012, primarily due to fewer vessels being sold during the first half of fiscal 2013 as compared to the first half of fiscal 2012. Gain on asset dispositions, net was $1.0 million, or 119%, higher during the second quarter of fiscal 2013 as compared to the first quarter of fiscal 2013, because the current quarter incurred a $0.8 million impairment charge as compared to a $2.8 million impairment charge incurred during the quarter ended June 30, 2012. In addition, the current quarter had $1.0 million lower gains earned due to fewer vessels being sold as compared to the prior quarter. Dispositions of vessels can vary from quarter to quarter; therefore, gains on sales of assets may, and usually do fluctuate significantly from period to period.

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The below table summarizes the combined fair value of the assets that incurred impairments during the quarters and the six-month periods ended September 30, 2012 and 2011, along with the amount of impairment. The impairment charges were recorded in gain on asset dispositions, net.

	Quarter Ended         September 30,				Six Months Ended       September 30,
(In thousands, except number of assets)	2012		2011		2012		2011
Amount of impairment incurred	$	790		256		3,564		2,570
Combined fair value of assets incurring impairment		1,192		---		8,602		3,913

Vessel Class Revenue and Statistics by Segment

Vessel utilization is determined primarily by market conditions and to a lesser extent by drydocking requirements. Vessel day rates are determined by the demand created largely through the level of offshore exploration, field development and production spending by energy companies relative to the supply of offshore service vessels. Suitability of equipment and the degree of service provided may also influence vessel day rates. Vessel utilization rates are calculated by dividing the number of days a vessel works during a reporting period by the number of days the vessel is available to work in the reporting period. Stacked vessels depress utilization rates because stacked vessels are considered available to work, and as such, are included in the calculation of utilization rates. Average day rates are calculated by dividing the revenue a vessel earns during a reporting period by the number of days the vessel worked in the reporting period.

Vessel utilization and average day rates are calculated on all vessels in service (which includes stacked vessels and vessels in drydock) but do not include vessels withdrawn from service (two vessels at September 30, 2012) or vessels owned by joint ventures (10 vessels at September 30, 2012).

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The following tables compare revenues, day-based utilization percentages and average day rates by vessel class and in total for the quarters and the six-month periods ended September 30, 2012 and 2011 and the quarter ended June 30, 2012:

		Quarter Ended September 30,					Six Months Ended September 30,				Quarter Ended June 30,
		2012			2011		2012		2011		2012
REVENUES BY VESSEL CLASS (In thousands):
Americas fleet:
Deepwater vessels	$		44,747			36,639		81,027		73,044		36,280
Towing-supply/supply			31,109			36,648		65,461		72,334		34,352
Other			6,460			8,605		13,478		17,191		7,018
Total	$		82,316			81,892		159,966		162,569		77,650
Asia/Pacific fleet:
Deepwater vessels	$		24,592			12,264		49,929		28,193		25,337
Towing-supply/supply			20,229			15,870		45,729		34,314		25,500
Other			917			993		1,822		2,119		905
Total	$		45,738			29,127		97,480		64,626		51,742
Middle East/N. Africa fleet:
Deepwater vessels	$		12,275			11,782		23,559		22,533		11,284
Towing-supply/supply			18,859			11,616		38,859		25,090		20,000
Other			917			1,412		2,083		3,244		1,166
Total	$		32,051			24,810		64,501		50,867		32,450
Sub-Saharan Africa/Europe fleet:
Deepwater vessels	$		67,696			45,605		130,311		84,111		62,615
Towing-supply/supply			63,548			48,698		112,560		101,324		49,012
Other			18,473			18,280		35,098		38,230		16,625
Total	$		149,717			112,583		277,969		223,665		128,252
Worldwide fleet:
Deepwater vessels	$		149,310			106,290		284,826		207,881		135,516
Towing-supply/supply			133,745			112,832		262,609		233,062		128,864
Other			26,767			29,290		52,481		60,784		25,714
Total	$		309,822			248,412		599,916		501,727		290,094
UTILIZATION:
Americas fleet:
Deepwater vessels			70.7	%		73.5		72.1		72.2		73.7
Towing-supply/supply			48.2			46.9		50.8		45.0		53.4
Other			72.5			66.3		76.5		68.4		80.5
Total			58.6	%		56.8		60.9		55.5		63.3
Asia/Pacific fleet:
Deepwater vessels			81.2	%		59.6		87.4		65.5		92.6
Towing-supply/supply			52.2			36.3		53.6		39.3		54.9
Other			100.0			79.3		74.1		89.6		58.7
Total			58.7	%		42.8		60.7		46.8		62.5
Middle East/N. Africa fleet:
Deepwater vessels			91.8	%		91.6		92.7		83.7		93.6
Towing-supply/supply			71.2			49.7		74.2		53.8		77.2
Other			34.5			50.0		38.4		56.6		42.2
Total			69.9	%		57.4		72.4		59.6		75.0
Sub-Saharan Africa/Europe fleet:
Deepwater vessels			83.0	%		88.1		83.6		85.0		84.1
Towing-supply/supply			67.8			54.6		64.1		55.7		60.3
Other			79.9			80.0		78.2		82.0		76.6
Total			75.4	%		69.2		73.3		69.6		71.3
Worldwide fleet:
Deepwater vessels			79.8	%		79.3		81.4		77.5		83.1
Towing-supply/supply			59.9			48.1		60.0		49.2		60.0
Other			74.7			74.1		74.4		76.7		74.2
Total			67.8	%		60.2		68.1		60.9		68.4

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		Quarter Ended September 30,				Six Months Ended September 30,				Quarter Ended June 30,
		2012		2011		2012		2011		2012
AVERAGE VESSEL DAY RATES:
Americas fleet:
Deepwater vessels	$		28,450		24,863		27,213		25,587		25,829
Towing-supply/supply			14,103		14,786		14,120		14,404		14,135
Other			6,094		6,408		6,038		6,221		5,987
Total	$		17,012		15,466		16,247		15,279		15,508
Asia/Pacific fleet:
Deepwater vessels	$		42,037		20,619		36,411		21,073		32,225
Towing-supply/supply			12,663		11,974		13,491		12,261		14,229
Other			9,972		6,807		9,959		6,464		9,945
Total	$		20,109		14,098		19,717		14,476		19,384
Middle East/N. Africa fleet:
Deepwater vessels	$		18,359		17,466		18,624		17,784		18,920
Towing-supply/supply			9,857		8,513		9,834		8,079		9,812
Other			4,812		5,117		4,946		5,220		5,056
Total	$		11,561		10,716		11,441		10,185		11,325
Sub-Saharan Africa/Europe fleet:
Deepwater vessels	$		25,235		20,375		23,919		20,386		22,643
Towing-supply/supply			15,721		13,121		14,707		13,176		13,572
Other			5,236		4,779		5,063		4,896		4,884
Total	$		14,602		11,518		13,875		11,397		13,113
Worldwide fleet:
Deepwater vessels	$		27,102		21,338		25,749		21,687		24,406
Towing-supply/supply			13,705		12,706		13,377		12,519		13,054
Other			5,496		5,240		5,373		5,276		5,250
Total	$		15,384		12,771		14,827		12,631		14,275

The following tables compare vessel day-based utilization percentages, average day rates and the number of active vessels (excluding stacked vessels) for the company’s new vessels (defined as vessels acquired or constructed since calendar year 2000 as part of its new-build and acquisition program) and its older, or traditional, vessels for the quarters and the six-month periods ended September 30, 2012 and 2011 and for the quarter ended June 30, 2012:

	Quarter Ended     September 30,					Six Months Ended September 30,				Quarter Ended June 30,
	2012			2011		2012		2011		2012
UTILIZATION:
Americas fleet:
New vessels		79.8	%		85.6		82.4		86.2		85.3
Traditional vessels		36.1			36.2		38.9		35.6		41.8
Total		58.6	%		56.8		60.9		55.5		63.3
Asia/Pacific fleet:
New vessels		84.2	%		69.8		89.1		75.1		93.6
Traditional vessels		---			8.2		---		12.6		---
Total		58.7	%		42.8		60.7		46.8		62.5
Middle East/N. Africa fleet:
New vessels		84.8	%		58.6		87.1		63.7		89.5
Traditional vessels		37.5			55.9		41.8		55.0		46.0
Total		69.9	%		57.4		72.4		59.6		75.0
Sub-Saharan Africa/Europe fleet:
New vessels		86.8	%		86.8		85.3		87.4		83.7
Traditional vessels		36.7			33.7		34.1		33.7		31.6
Total		75.4	%		69.2		73.3		69.6		71.3
Worldwide fleet:
New vessels		84.7	%		80.5		85.5		82.4		86.2
Traditional vessels		32.0			33.5		32.5		34.2		33.0
Total		67.8	%		60.2		68.1		60.9		68.4

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		Quarter Ended September 30,				Six Months Ended September 30,				Quarter Ended June 30,
		2012		2011		2012		2011		2012
AVERAGE VESSEL DAY RATES:
Americas fleet:
New vessels	$		20,771		19,469		19,952		19,166		19,119
Traditional vessels			8,203		8,650		8,265		9,142		8,318
Total	$		17,012		15,466		16,247		15,279		15,508
Asia/Pacific fleet:
New vessels	$		20,109		15,028		19,717		15,902		19,384
Traditional vessels			---		3,953		---		4,143		---
Total	$		20,109		14,098		19,717		14,476		19,384
Middle East/N. Africa fleet:
New vessels	$		12,453		13,562		12,420		13,002		12,388
Traditional vessels			7,179		6,759		7,183		6,483		7,186
Total	$		11,561		10,716		11,441		10,185		11,325
Sub-Saharan Africa/Europe fleet:
New vessels	$		15,332		12,134		14,523		12,020		13,680
Traditional vessels			8,773		8,313		8,563		8,141		8,331
Total	$		14,602		11,518		13,875		11,397		13,113
Worldwide fleet:
New vessels	$		16,660		14,291		16,064		14,190		15,466
Traditional vessels			8,258		7,970		8,187		7,979		8,121
Total	$		15,384		12,771		14,827		12,631		14,275
AVERAGE VESSEL COUNT (EXCLUDING STACKED VESSELS):
Americas fleet:
New vessels			46		41		45		40		43
Traditional vessels			19		27		20		28		21
Total			65		68		65		68		64
Asia/Pacific fleet:
New vessels			29		29		30		29		31
Traditional vessels			---		4		---		3		1
Total			29		33		30		32		32
Middle East/N. Africa fleet:
New vessels			28		25		28		24		27
Traditional vessels			8		13		8		15		8
Total			36		38		36		39		35
Sub-Saharan Africa/Europe fleet:
New vessels			114		103		114		103		115
Traditional vessels			14		20		15		22		15
Total			128		123		129		125		130
Worldwide fleet:
New vessels			218		198		217		196		216
Traditional vessels			40		64		43		68		45
Total			258		262		260		264		261

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Vessel Count, Dispositions, Acquisitions and Construction Programs

The following table compares the average number of vessels by class and geographic distribution for the quarters and the six-month periods ended September 30, 2012 and 2011 and for the quarter ended June 30, 2012:

	Quarter Ended September 30,				Six Months Ended September 30,				Quarter Ended June 30,
	2012		2011		2012		2011		2012
Americas fleet:
Deepwater vessels		24		22		23		22		21
Towing-supply/supply		50		57		50		61		50
Other		16		22		16		22		16
Total		90		101		89		105		87
Less stacked vessels		25		33		24		37		23
Active vessels		65		68		65		68		64
Asia/Pacific fleet:
Deepwater vessels		8		11		9		11		9
Towing-supply/supply		33		40		34		39		36
Other		1		2		1		2		2
Total		42		53		44		52		47
Less stacked vessels		13		20		14		20		15
Active vessels		29		33		30		32		32
Middle East/N. Africa fleet:
Deepwater vessels		8		8		8		8		7
Towing-supply/supply		29		30		29		32		29
Other		6		6		6		6		6
Total		43		44		43		46		42
Less stacked vessels		7		6		7		7		7
Active vessels		36		38		36		39		35
Sub-Saharan Africa/Europe fleet:
Deepwater vessels		35		27		35		27		36
Towing-supply/supply		65		74		66		75		66
Other		48		52		48		52		49
Total		148		153		149		154		151
Less stacked vessel		20		30		20		29		21
Active vessels		128		123		129		125		130
Active owned or chartered vessels		258		262		260		264		261
Stacked vessels		65		89		65		93		66
Total owned or chartered vessels		323		351		325		357		327
Vessels withdrawn from service		2		2		2		3		2
Joint-venture and other		10		10		10		10		10
Total		335		363		337		370		339

Owned or chartered vessels include vessels that were stacked by the company. The company considers a vessel to be stacked if the vessel crew is disembarked and limited maintenance is being performed on the vessel. The company reduces operating costs by stacking vessels when management does not foresee opportunities to profitably or strategically operate the vessels in the near future. Vessels are stacked when market conditions warrant and they are no longer considered stacked when they are returned to active service, sold or otherwise disposed. When economically practical marketing opportunities arise, the stacked vessels can be returned to service by performing any necessary maintenance on the vessel and either rehiring or returning fleet personnel to operate the vessel. Although not currently fulfilling charters, stacked vessels are considered to be in service and are included in the calculation of the company’s utilization statistics. The company had 61, 78 and 66 stacked vessels at September 30, 2012 and 2011 and June 30, 2012, respectively. Most of the vessels stacked are being marketed for sale and are not expected to return to the active fleet, primarily due to their age.

Vessels withdrawn from service are not included in the company’s utilization statistics.

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The following is a summary of net properties and equipment at September 30, 2012 and March 31, 2012:

	September 30, 2012				March 31, 2012
	Number         Of Vessels		Carrying Value		Number         of Vessels		Carrying Value
	(In thousands)						(In thousands)
Owned vessels in active service		249	$	2,684,126		251	$	2,567,321
Stacked vessels		61		35,520		67		34,768
Vessels withdrawn from service		2		633		2		633
Marine equipment and other assets under construction				255,898				261,679
Other property and equipment				39,846				41,364
Totals		312	$	3,012,023		320	$	2,905,765

Vessel Dispositions

The company seeks opportunities to sell and/or scrap its older vessels when market conditions warrant and opportunities arise. The majority of the company’s vessels are sold to buyers who do not compete with the company in the offshore energy industry. The following is a summary of the number of vessels disposed of by vessel type and segment during the six months ended September 30:

	Six Months Ended September 30,
	2012		2011
Number of vessels disposed by vessel type:
Anchor handling towing supply		7		28
Platform supply vessel		4		6
Other		5		2
Total		16		36
Number of vessels disposed by segment:
Americas		2		15
Asia/Pacific		5		3
Middle East/North Africa		1		11
Sub-Saharan Africa/Europe		8		7
Total		16		36

Vessel Deliveries and Acquisitions

During the first half of fiscal 2013, the company took delivery of four newly-built vessels and acquired four vessels from third parties. Two of the delivered vessels are 286-foot, deepwater, PSVs, both of which were constructed at an international shipyard for a total cost of $58.7 million. The other two vessels delivered during the first half of fiscal 2013 are towing supply/supply class, AHTS vessels that have 8,200 brake horse power (BHP). These two vessels were constructed at different international shipyards for a total cost of $47.5 million. The company also acquired three deepwater, PSVs and one towing supply/supply class PSV for a total cost of $75.3 million. These vessels range between 220-feet to 250-feet. The acquired towing supply/supply class PSV vessel was originally sold and leased back in fiscal year 2006. The company elected to repurchase this vessel from the lessor for a total $8.9 million in September 2012. Please refer to the “Off-Balance Sheet Arrangements” section of Management Discussion and Analysis of this report for a discussion on the company’s sale/leaseback vessels.

During fiscal 2012, the company took delivery of 13 newly-built vessels and acquired 11 vessels from third parties. Six of the newly-built vessels are towing supply/supply class, AHTS vessels and seven are deepwater class PSVs. The six AHTS vessels were constructed at two different international shipyards for $94.2 million and have between 5,150 and 8,200 BHP. One 266-foot deepwater PSV was constructed at the company’s own shipyard, Quality Shipyards, L.L.C., for a cost of $36.1 million. The other six deepwater, PSVs measure 286-feet and were constructed at the same international shipyard for $172.3 million. The company also acquired a 246-foot and a 250-foot deepwater PSV for a total cost of $41.6 million and nine 5,150 BHP towing supply/supply class, AHTS vessels for a total cost of $108.7 million.

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Vessel Commitments at September 30, 2012

At September 30, 2012, the company had four 7,100 BHP towing supply/supply vessels under construction at an international shipyard, for a total expected cost of $75.1 million. The vessels are expected to be delivered beginning in July 2014 with final delivery of the last vessel in November 2014. As of September 30, 2012, the company had invested $13.8 million for these vessels.

The company is also committed to the construction of two 246-foot, one 261-foot, eight 275-foot, four 286-foot and two 300-foot deepwater platform supply vessels (PSVs) for a total estimated cost of $541.6 million. One U.S. located shipyard is constructing the 261-foot deepwater class vessel and a different U.S. shipyard is constructing the two 300-foot deepwater PSVs. Two different international shipyards are each constructing four 275-foot deepwater PSVs, and a fourth international shipyard is constructing the three 286-foot deepwater PSVs. The 261-foot deepwater platform supply vessel has an expected delivery in March 2014. The eight 275-foot deepwater class vessels are expected to be delivered beginning in January 2014, with final delivery of the eighth vessel in January 2015. The company took delivery of the first 286-foot deepwater class vessels in October 2012 with final delivery of the last 286-foot vessel scheduled for March 2013. The two 300-foot deepwater class vessels are scheduled for delivery in August and December 2013. As of September 30, 2012, $188.2 million was invested in these 17 vessels.

Two vessels under construction at a domestic shipyard have fallen substantially behind schedule. The shipyard notified the company that the shipyard should be entitled to a delay in the delivery dates and an increase in the contract price for both vessels because the company was late in completing and providing the shipyard with detailed design drawings of the vessel. The detailed design drawings were developed for the company by a third party designer. While the company believes that other factors also contributed to the delay, the company and the shipyard reached an agreement during the quarter ended September 30, 2012 which includes an increase in the contract price of each vessel, one or more change orders for each hull, among other modifications to the contract terms and the extension of the delivery dates of the two vessels by approximately seven and eight months, respectively.

The company is also committed to the construction of one 175-foot, fast supply boat, four water jet crewboats, and two 215-foot specialty vessels for a cost of $72.7 million. Three separate international shipyards are constructing these vessels. The company is experiencing a substantial delay with the fast supply boat, which is under construction in Brazil and was originally scheduled to be delivered in September 2009. On April 5, 2011, pursuant to the vessel construction contract, the company sent the subject shipyard a letter initiating arbitration in order to resolve disputes of such matters as the shipyard’s failure to achieve payment milestones, its failure to follow the construction schedule, and its failure to timely deliver the vessel. The company continues to pursue arbitration of these issues. The four water jet crewboats are expected to be delivered in February, April and June of 2013. As of September 30, 2012, the company had invested $41.8 million for the construction of these vessels.

At September 30, 2012, the company agreed to purchase two PSVs for an aggregate approximate total purchase price of $47.5 million. The company took possession of both PSVs in October 2012 for $19.2 and 28.3 million, respectively. The first PSV has 3,500 DWTs of cargo capacity and the second PSV has 3,100 DWTs of cargo capacity. As of September 30, 2012, the company had invested $7.0 million to acquire these two vessels.

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Vessel Commitments Summary at September 30, 2012

The table below summarizes the various vessel commitments by vessel class and type as of September 30, 2012:

	Non-U.S. Built								U.S. Built
Vessel class and type	Number of Vessels		Total Cost		Invested Through 09/30/12		Remaining Balance 09/30/12		Number of Vessels		Total Cost		Invested Through 09/30/12		Remaining     Balance     09/30/12
In thousands, except number of vessels:
Deepwater platform supply vessels		16	$	436,178		129,205		306,973		3		152,894		65,998		86,896
Towing-supply/supply vessels		4		75,072		13,811		61,261		---		---		---		---
Crewboats and other		7		72,696		41,760		30,963		---		---		---		---
Totals		27	$	583,946		184,776		399,170		3		152,894		65,998		86,896

The table below summarizes by vessel class and vessel type the number of vessels expected to be delivered by quarter along with the expected cash outlay (in thousands) of the various vessel commitments as discussed above:

	Quarter Period Ended
Vessel class and type	12/12		03/13		06/13		09/13		12/13		Thereafter
Deepwater platform supply vessels		4		2		---		1		1		11
Towing-supply/supply vessels		---		---		---		---		---		4
Crewboats and other		---		2		2		1		2		---
Totals		4		4		2		2		3		15
(In thousands)
Expected quarterly cash outlay	$	107,326		35,398		26,543		42,820		33,379		240,610 (A)

(A) The $240,610 of ‘Thereafter’ vessel construction obligations is expected to be paid out as follows: $69,494 in the remaining quarter of fiscal 2014 and $171,116 during fiscal 2015.

The company believes it has sufficient liquidity and financial capacity to support the continued investment in new vessels, assuming customer demand, acquisition and shipyard economics and other considerations justify such an investment. The company continues to evaluate its fleet renewal program, whether through new construction or acquisitions, relative to other investment opportunities and uses of cash, including the current share repurchase authorization, and in the context of its financial position and conditions in the credit and capital markets. In recent years, the company has funded vessel additions with available cash, operating cash flow, revolving credit facility borrowings, a bank term loan, various leasing arrangements, and funds provided by the sale of senior unsecured notes as disclosed in Note (5) of Notes to Condensed Consolidated Financial Statements. The company has $486.1 million in unfunded capital commitments associated with the 28 vessels currently under construction and the two vessel purchase commitments at September 30, 2012.

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General and Administrative Expenses

Consolidated general and administrative expenses and its related percentage of total revenue for the quarters and the six-month periods ended September 30 and June 30 consist of the following components:

		Quarter Ended September 30,								Six Months Ended September30,								Quarter Ended June 30,
(In thousands)		2012		%		2011		%		2012		%		2011		%		2012		%
Personnel	$		26,347		8%		21,655		9%		51,502		8%		44,023		9%		25,155		9%
Office and property			6,288		2%		5,818		2%		12,315		2%		11,565		2%		6,027		2%
Sales and marketing			2,209		1%		2,243		1%		4,587		1%		4,401		1%		2,378		1%
Professional services			4,288		1%		5,653		2%		8,652		1%		10,596		2%		4,365		1%
Other			2,735		1%		2,404		1%		5,475		1%		4,769		1%		2,739		1%
	$		41,867		13%		37,773		15%		82,531		13%		75,354		15%		40,664		14%

General and administrative expenses, during the second quarter of fiscal 2013, were 10.8%, or $4.1 million, higher than the second quarter of fiscal 2012, primarily due to increases in personnel expenses which increased 21.7%, or $4.7 million, and higher office and property expenses which increased 8.1%, or $0.5 million. These increases were offset by a 24.1%, or $1.4 million, reduction in professional services expenses.

General and administrative expenses were higher by approximately 9.5%, or $7.2 million, during the six-month period ended September 30, 2012, as compared to the same period in fiscal 2012, primarily due to higher personnel expenses and higher office and property expenses. These increases were offset by a reduction in professional service costs.

General and administrative expenses during the second quarter of fiscal 2013 were comparable to the first quarter of fiscal 2013

Liquidity, Capital Resources and Other Matters

The company’s current ratio, level of working capital and amount of cash flows from operations for any year are primarily related to fleet activity, vessel day rates and the timing of collections and disbursements. Vessel activity levels and vessel day rates are, among other things, dependent upon the supply/demand relationship for offshore vessels, which tend to follow the level of oil and natural gas exploration and production. Variations from year-to-year in these items are primarily the result of market conditions.

Availability of Cash

At September 30, 2012, the company had $136.7 million in cash and cash equivalents, of which $75.2 million was held by foreign subsidiaries. The company currently intends that earnings by foreign subsidiaries will be indefinitely reinvested in foreign jurisdictions in order to fund strategic initiatives (such as investment, expansion and acquisitions), fund working capital requirements and repay debt (both third-party and intercompany) of its foreign subsidiaries in the normal course of business. Moreover, the company does not currently intend to repatriate earnings of foreign subsidiaries to the United States because cash generated from the company’s domestic businesses and credit available under its domestic financing facilities, as well as the repayment of intercompany liabilities from foreign subsidiaries, are currently sufficient (and are expected to continue to be sufficient for the foreseeable future) to fund the cash needs of its operations in the United States. However, if, in the future, cash and cash equivalents held by foreign subsidiaries are needed to fund the company’s operations in the United States, the repatriation of such amounts to the United States could result in a significant incremental tax liability in the period in which the decision to repatriate occurs. Payment of any incremental tax liability would reduce the cash available to the company to fund its operations by the amount of taxes paid.

Our objective in financing our business is to maintain adequate financial resources and access to sufficient levels of liquidity. Cash and cash equivalents, future net cash provided by operating activities and the company’s revolving credit facilities provide the company, in our opinion, with sufficient liquidity to meet our

49

liquidity requirements, including required payments on vessel construction currently in progress and payments required to be made in connection with current vessel purchase commitments.

Indebtedness

Revolving Credit and Term Loan Agreement. Borrowings under the company’s $575 million amended and restated revolving credit facility (“credit facility”), which includes a $125 million term loan (“term loan”) and a $450 million revolving line of credit (“revolver”) bear interest at the company’s option at the greater of (i) prime or the federal funds rate plus 0.50 to 1.25%, or (ii) Eurodollar rates plus margins ranging from 1.50 to 2.25%, based on the company’s consolidated funded debt to total capitalization ratio. Commitment fees on the unused portion of the facilities range from 0.15 to 0.35% based on the company’s funded debt to total capitalization ratio. The facilities provide for a maximum ratio of consolidated debt to consolidated total capitalization of 55% and a minimum consolidated interest coverage ratio (essentially consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the four prior fiscal quarters to consolidated interest charges for such period) of 3.0. All other terms, including the financial and negative covenants, are customary for facilities of its type and consistent with the prior agreement in all material respects. The company’s credit facility matures in January 2016.

In July 2011, the credit facility was amended to allow 365 days (originally 180 days) from the closing date (“delayed draw period”) to make multiple draws under the term loan. In January 2012, the company elected to borrow the entire $125 million available under the term loan facility and used the proceeds to fund working capital and for general corporate purposes. Principal repayments on the term loan borrowings are payable in quarterly installments beginning in the quarter ending September 30, 2013 in amounts equal to 1.25% of the total outstanding borrowings as of July 26, 2013. Approximately $140 million of principal repayments due in the quarter ending September 30,2013 are classified as long term debt in the accompanying balance sheet at September 30, 2012 because the company has the ability and intent to fund this with the revolver.

The company has $125 million in term loan borrowings outstanding at September 30, 2012 (whose fair value approximates the carrying value because the borrowings bear interest at variable Eurodollar rates plus a margin on leverage), and the entire $450 million of the revolver was available for future financing needs, with no outstanding borrowings at September 30, 2012, or March 31, 2012.

August 2011 Senior Notes. On August 15, 2011, the company issued $165 million of senior unsecured notes to a group of institutional investors. A summary of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

	September 30,		March 31,
(In thousands, except weighted average data)	2012		2012
Aggregate debt outstanding	$	165,000		165,000
Weighted average remaining life in years		8.1		8.6
Weighted average coupon rate on notes outstanding		4.42%		4.42%
Fair value of debt outstanding		181,716		166,916

The multiple series of notes were originally issued with maturities ranging from approximately eight to 10 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a minimum ratio of debt to consolidated total capitalization that does not exceed 55%.

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September 2010 Senior Notes. On October 15, 2010, the company completed the sale of $310 million of senior unsecured notes, and the sale of an additional $115 million of notes was completed on December 30, 2010. A summary of the aggregate amount of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

	September 30,		March 31,
(In thousands, except weighted average data)	2012		2012
Aggregate debt outstanding	$	425,000		425,000
Weighted average remaining life in years		7.1		7.6
Weighted average coupon rate on notes outstanding		4.25%		4.25%
Fair value of debt outstanding		463,344		430,339

The multiple series of these notes were originally issued with maturities ranging from five to 12 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a minimum ratio of debt to consolidated total capitalization that does not exceed 55%.

Included in accumulated other comprehensive income at September 30, 2012 and March 31, 2012, is an after-tax loss of $3.1 million ($4.8 million pre-tax, and $3.3 million ($5.1 million pre-tax), respectively, relating to the purchase of interest rate hedges, which are cash flow hedges, in July 2010 in connection with the September 2010 senior notes offering. The interest rate hedges settled in August 2010 concurrent with the pricing of the senior unsecured notes. The hedges met the effectiveness criteria and their acquisition costs are being amortized over the term of the individual notes matching the term of the hedges to interest expense.

July 2003 Senior Notes. In July 2003, the company completed the sale of $300 million of senior unsecured notes. A summary of the aggregate amount of remaining senior unsecured notes that were issued in July 2003 and outstanding at September 30, 2012 and March 31, 2012, is as follows:

	September 30,		March 31,
(In thousands, except weighted average data)	2012		2012
Aggregate debt outstanding	$	175,000		235,000
Weighted average remaining life in years		1.2		1.4
Weighted average coupon rate on notes outstanding		4.47%		4.43%
Fair value of debt outstanding		180,332		240,585

The multiple series of notes were originally issued with maturities ranging from seven to 12 years. These notes can be retired in whole or in part prior to maturity for a redemption price equal to the principal amount of the notes redeemed plus a customary make-whole premium. The terms of the notes provide for a maximum ratio of consolidated debt to total capitalization of 55%.

Interest and Debt Costs

The company capitalizes a portion of its interest costs incurred on borrowed funds used to construct vessels. Interest and debt costs incurred, net of interest capitalized, for the quarters and the six-month periods ended September 30, 2012 and 2011 are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Interest and debt costs incurred, net of interest capitalized	$	7,148		4,766		14,735		8,827
Interest costs capitalized		2,913		4,188		5,736		8,598
Total interest and debt costs	$	10,061		8,954		20,471		17,425

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Total interest and debt costs were higher, during the quarter and the six-month periods ended September 30, 2012 than the same periods in fiscal 2012, because of an increase in interest expense related to the issuance of $165 million senior notes during the quarter ended September 30, 2011 and the $125 million term loan as discussed above. Also, the relative-portion of interest cost capitalized during the quarter and the six-month period ended September 30, 2012 was lower than the same periods in fiscal 2012 due to a decrease in the level of investments in the company’s new construction program during the comparative periods.

Share Repurchases

On May 17, 2012, the company’s Board of Directors authorized the company to spend up to $200.0 million to repurchase shares of its common stock in open-market or privately-negotiated transactions. The effective period for this authorization is July 1, 2012 through June 30, 2013. The company uses its available cash and, when considered advantageous, borrowings under its revolving credit facility, or other borrowings, to fund any share repurchases. The company evaluates share repurchase opportunities relative to other investment opportunities and in the context of current conditions in the credit and capital markets. At September 30, 2012, the entire $200.0 million remains available to repurchase shares under the May 2012 share repurchase program.

In May 2011, the Board of Directors replaced its then existing July 2009 share repurchase program with a $200.0 million repurchase program that was in effect through June 30, 2012. The company was authorized to repurchase shares of its common stock in open-market or privately-negotiated transactions. The authorization of the May 2011 repurchase program ended on June 30, 2012, and the company utilized $100.0 million of the $200.0 million authorized.

The cash paid for common stock repurchased, along with number of shares repurchased, and average price paid per share is as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Cash paid for common stock repurchased	$	---		---		65,028		---
Shares of common stock repurchased		---		---		1,400,500		---
Average price paid per common share	$	---		---		46.43		---

Dividends

The declaration of dividends is at the discretion of the company’s Board of Directors. The Board of Directors declared the following dividends for the quarters and six-month periods ended September 30:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except dividend per share)	2012		2011		2012		2011
Dividends declared	$	12,544		12,975		25,169		25,944
Dividend per share		0.25		0.25		0.50		0.50

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Operating Activities

Net cash provided by operating activities for any period will fluctuate according to the level of business activity for the applicable period.

Net cash provided by operating activities for the six months ended September 30, is as follows:

(In thousands)	2012			Change			2011
Net earnings	$	74,212			54,530			19,682
Depreciation and amortization		71,831			4,275			67,556
Provision (benefit) for deferred income taxes		(4,372	)		16,447			(20,819)
Gain on asset dispositions, net		(2,671	)		8,504			(11,175)
Goodwill impairment		---			(30,932	)		30,932
Changes in operating assets and liabilities		1,065			5,508			(4,443)
Other non-cash items		6,194			745			5,449
Net cash provided by operating activities	$	146,259			59,077			87,182

Cash flows from operations increased $59.1 million, or 68%, to $146.3 million, during the six months ended September 30, 2012 as compared to $87.2 million during the six months ended September 30, 2011, due primarily to an increase in net earnings, a goodwill impairment charge incurred in fiscal 2012, a decrease in the benefit for deferred income taxes due to an increase in pretax income and because the prior year included a $13.1 million tax benefit related to the goodwill impairment charge, and to changes in net operating assets and liabilities; specifically, a increase in trade and other receivable balances (because of $71.7 million increase in cash collections due to the timing of payments from customers and $66.9 million higher billings to customers due to an increase in business activity), a $17.9 million increase in trade payables due to the timing of payments which provided cash, and a $2.0 million decrease in accrued expenses due to the timing of accruals.

Investing Activities

Net cash used in investing activities for the six months ended September 30, is as follows:

(In thousands)	2012			Change			2011
Proceeds from the sale of assets	$	9,977			(13,415	)		23,392
Additions to properties and equipment		(189,826	)		(34,768	)		(155,058)
Other		(1,338	)		(2,562	)		1,224
Net cash used in investing activities	$	(181,187	)		(50,745	)		(130,442)

Investing activities for the six months ended September 30, 2012 used $181.2 million of cash, which is primarily attributed to $189.8 million of additions to properties and equipment partially offset by $10.0 million in proceeds from the sales of assets. Additions to properties and equipment were comprised of approximately $17.8 million in capitalized major repair costs, $171.2 million for the construction and purchase of offshore marine vessels and $0.8 million in other properties and equipment purchases.

Investing activities for the six months ended September 30, 2011, used $130.4 million of cash, which is attributed to $155.0 million of additions to properties and equipment partially offset by $23.4 million in proceeds from the sales of assets. Additions to properties and equipment were comprised of approximately $13.9 million in capitalized major repair costs, $138.9 million for the construction and purchase of offshore marine vessels, and $2.2 million in other properties and equipment purchases

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Financing Activities

Net cash provided by (used in) financing activities for the six months ended September 30, is as follows:

(In thousands)		2012			Change			2011
Principal payments on debt	$		(60,000	)		(20,000	)		(40,000)
Debt borrowings			---			(165,000	)		165,000
Debt issuance costs			---			234			(234)
Proceeds from exercise of stock options			938			213			725
Cash dividends			(25,058	)		831			(25,889)
Excess tax benefit on stock options exercised			95			(29	)		124
Stock repurchases			(65,028	)		(65,028	)		---
Net cash used in financing activities	$		(149,053	)		(248,779	)		(99,726)

Financing activities for the six months ended September 30, 2012 used $149.1 million of cash, which is primarily the result of $65.0 million used to repurchase the company’s common stock, $60.0 million used to repay debt, and $25.1 million used for the quarterly payment of common stock dividends of $0.25 per common share. Uses of cash were slightly offset by $0.9 million of proceeds from the issuance of common stock resulting from stock option exercises and $95.0 thousand tax benefit on stock options exercised during the quarter.

Financing activities for the six months ended September 30, 2011, provided $99.7 million of cash, which included $165.0 million of privately placed unsecured debt borrowings, $0.7 million of proceeds from the issuance of common stock resulting from stock option exercises, and $0.1 million tax benefit on stock options exercised during the quarter. Proceeds were partially offset by $40.0 million used to repay debt and $25.9 million used for the quarterly payment of common stock dividends of $0.25 per common share, and $0.2 million of debt issuance costs.

Other Liquidity Matters

Vessel Construction. With its commitment to modernizing its fleet through its vessel construction and acquisition program over the past decade, the company is replacing its older fleet of vessels with fewer, larger and more efficient vessels, while also enhancing the size and capabilities of the company’s fleet. These efforts will continue, with the company anticipating that it will use its future operating cash flows, existing borrowing capacity and new borrowings or lease arrangements to fund current and future commitments in connection with the fleet renewal and modernization program. The company continues to evaluate its fleet renewal program, whether through new construction or acquisitions, relative to other investment opportunities and uses of cash, including the current share repurchase authorization, and in the context of current conditions in the credit and capital markets.

At September 30, 2012, the company had approximately $136.7 million of cash and cash equivalents. In addition, there was $450.0 million of credit facilities available at September 30, 2012

Currently the company is experiencing substantial delay with one fast, crew/supply boat under construction in Brazil that was originally scheduled to be delivered in September 2009. On April 5, 2011, pursuant to the vessel construction contract, the company sent the subject shipyard a letter initiating arbitration in order to resolve disputes of such matters as the shipyard’s failure to achieve payment milestones, its failure to follow the construction schedule, and its failure to timely deliver the vessel. The company has suspended construction on the vessel and both parties continue to pursue that arbitration. The company has third party credit support in the form of insurance coverage for 90% of the progress payments made on this vessel, or all but approximately $2.4 million of the carrying value of the accumulated costs through September 30, 2012.

The company generally requires shipyards to provide third party credit support in the event that vessels are not completed and delivered in accordance with the terms of the shipbuilding contracts. That third party credit support typically guarantees the return of amounts paid by the company, and generally takes the form of refundment guarantees or standby letters of credit issued by major financial institutions located in the country of the shipyard. While the company seeks to minimize its shipyard credit risk by requiring these instruments, the ultimate return of amounts paid by the company in the event of shipyard default is still subject to the

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creditworthiness of the shipyard and the provider of the credit support, as well as the company’s ability to successfully pursue legal action to compel payment of these instruments. When third party credit support is not available or cost effective, the company endeavors to limit its credit risk by requiring cash deposits and through other contract terms with the shipyard and other counterparties.

Two vessels under construction at a domestic shipyard have fallen substantially behind schedule. The shipyard notified the company that the shipyard should be entitled to a delay in the delivery dates and an increase in the contract price for both vessels because the company was late in completing and providing the shipyard with detailed design drawings of the vessel. The detailed design drawings were developed for the company by a third party designer. While the company believes that other factors also contributed to the delay, the company and the shipyard reached an agreement during the quarter ended September 30, 2012 which includes an increase in the contract price of each vessel, one or more change orders for each hull, among other modifications to the contract terms and the extension of the delivery dates of the two vessels by approximately seven and eight months, respectively.

Merchant Navy Officers Pension Fund. A subsidiary of the company is a participating employer in an industry-wide multi-employer retirement fund in the United Kingdom, known as the Merchant Navy Officers Pension Fund (MNOPF). The company has been informed by the Trustee of the MNOPF that the Fund has a deficit that will require contributions from the participating employers. The amount and timing of the company’s share of the fund’s deficit depends on a number of factors, including updated calculations of the total fund deficit, theories of contribution imposed as determined by and within the scope of the Trustee’s authority, the number of then participating solvent employers, and the final formula adopted to allocate the required contribution among such participating employers. The amount payable to MNOPF based on assessments was $4.1 million and $6.7 million at September 30, 2012 and March 31, 2012, respectively, all of which has been accrued. No additional liabilities were recorded during the six months ended September 30, 2012, and $2.5 million of payments were made during the six months ended September 30, 2012. Payments totaling $2.0 million were made into the fund during the quarter ended September 30, 2011.

In the future, the fund’s Trustee may claim that the company owes additional amounts for various reasons, including negative fund investment returns or the inability of other assessed participating employers to contribute their share of respective allocations, failing which, the company and other solvent participating employers will be asked for additional contributions. In October 2010, the Trustee advised the company of its intention to accelerate previously agreed installment payments for the company and other participating employers in the scheme. The company objected to that decision and has reached an agreement with the Trustee to pay the total remaining assessments (aggregating $4.1 million as of September 30, 2012) in installments through October 2014.

Brazilian Customs. In April 2011, two Brazilian subsidiaries of Tidewater were notified by the Customs Office in Macae, Brazil that they were jointly and severally being assessed fines of 155.0 million Brazilian reais (approximately $76.4 million as of September 30, 2012). The assessment of these fines is for the alleged failure of these subsidiaries to obtain import licenses with respect to 17 Tidewater vessels that provided Brazilian offshore vessel services to Petrobras, the Brazilian national oil company, over a three-year period ending December 2009. After consultation with its Brazilian tax advisors, Tidewater and its Brazilian subsidiaries believe that vessels that provide services under contract to the Brazilian offshore oil and gas industry are deemed, under applicable law and regulations, to be temporarily imported into Brazil, and thus exempt from the import license requirement. The Macae Customs Office has now, without a change in the underlying applicable law or regulations, taken the position that the temporary importation exemption is only available to new, and not used, goods imported into Brazil and therefore it was improper for the company to deem its vessels as being temporarily imported. The fines have been assessed based on this new interpretation of Brazilian customs law taken by the Macae Customs Office. After consultation with its Brazilian tax advisors, the company believes that the assessment is without legal justification and that the Macae Customs Office has misinterpreted applicable Brazilian law on duties and customs. The company is vigorously contesting these fines (which it has neither paid nor accrued for) and, based on the advice of its Brazilian counsel, believes that it has a high probability of success with respect to the overturn of the entire amount of the fines, either at the administrative appeal level or, if necessary, in Brazilian courts. In December 2011, an administrative appeals board issued a decision that disallowed 149.0 million Brazilian reais (approximately

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$73.4 million as of September 30, 2012) of the total fines sought by the Macae Customs Office. The full decision is subject to further administrative appellate review, and the company understands that this further full review by a secondary appellate board is ongoing. The company is contesting the decision with respect to the remaining 6.0 million Brazilian reais (approximately $3.0 million as of September 30, 2012) in fines. The company believes that the ultimate resolution of this matter will not have a material effect on the consolidated financial statements.

Potential for Future Brazilian State Tax Assessment. The company is aware that a Brazilian state in which the company has operations has notified two of the company’s competitors that they are liable for unpaid taxes (and penalties and interest thereon) for failure to pay state import taxes with respect to vessels that such competitors operate within the coastal waters of such state pursuant to charter agreements. The import tax being asserted is equal to a percentage (which could be as high as 16% for vessels entering that state’s waters prior to December 31, 2010 and 3% thereafter) of the affected vessels’ declared values. The company understands that the two companies involved are contesting the assessment through administrative proceedings before the taxing authority.

The company’s two Brazilian subsidiaries have not been similarly notified by the Brazilian state that it has an import tax liability related to its vessel activities imported through that state. Although the company has been advised by its Brazilian tax counsel that substantial defenses would be available if a similar tax claim were asserted against the company, if an import tax claim were to be asserted, it could be for a substantial amount given that the company has had substantial and continuing operations within the territory of the state (although the amount could fluctuate significantly depending on the administrative determination of the taxing authority as to the rate to apply, the vessels subject to the levy and the time periods covered). In addition, under certain circumstances, the company might be required to post a bond or other adequate security in the amount of the assessment (plus any interest and penalties) if it became necessary to challenge the assessment in a Brazilian court. The statute of limitations for the Brazilian state to levy an assessment of the import tax is five years from the date of a vessel’s entry into Brazil. The company has not yet determined the potential tax assessment, and according to the Brazilian tax counsel, chances of defeating a possible claim/notification from the State authorities in court are probable. To obtain legal certainty and predictability for future charter agreements and because the company was importing two vessels to start new charters in Brazil, the company filed two suits on August 22, 2011 and April 5, 2012, respectively, against the Brazilian state and judicially deposited the respective state tax for these newly imported vessels. As of September 30, 2012, no accrual has been recorded for any liability associated with any potential future assessment for previous periods based on management’s assessment, after consultation with Brazilian counsel, that a liability for such taxes was not probable.

Shareholder Derivative Suit. In mid-February 2011, an individual claiming to be a Tidewater shareholder filed a shareholder derivative suit in the U.S. District Court for the Eastern District of Louisiana. The defendants in the suit were individual directors and certain officers of Tidewater Inc. Tidewater Inc. was also a nominal defendant in the lawsuit. The suit asserted various causes of action, including breach of fiduciary duty, against the individual defendants in connection with the facts and circumstances giving rise to the settlements with the DOJ and SEC and sought a number of remedies against the individual defendants and the company as a result. For a discussion of the settlements with the DOJ and SEC regarding matters arising under the United States Foreign Corrupt Practices Act, refer to the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 21, 2012. While the company incurred costs in connection with the defense of this law suit, the suit did not seek monetary damages against the company. The individual defendants and the company retained legal counsel.

On July 2, 2012, the presiding judge in this case, Judge Milazzo, dismissed the shareholder derivative suit but gave the plaintiff an opportunity to file an amended complaint. On July 23, 2012 and in lieu of filing an amended complaint, the plaintiff brought a motion to stay the U.S. District Court proceedings pending resolution of a demand by the plaintiff on the company’s Board of Directors to conduct an independent investigation and bring claims against the individual defendants. By letter dated July 23, 2012, plaintiff made this demand on the company’s Board of Directors. On August 7, 2012, the individual defendants and the company filed oppositions to the motion to stay and sought dismissal of the suit with prejudice. The presiding judge has yet to rule on the plaintiff’s motion to stay.

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Supplemental Retirement Plan. As a result of the May 31, 2012 retirement of Dean E. Taylor, former President and Chief Executive Officer of Tidewater Inc., Mr. Taylor is expected to receive in December 2012 an estimated $12.6 million lump sum distribution in full settlement and discharge of his supplemental executive retirement plan benefit. A settlement loss, which is currently estimated to be $4.4 million, will be recorded at the time of distribution.

Legal Proceedings. Various legal proceedings and claims are outstanding which arose in the ordinary course of business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, will not have a material adverse effect on the company’s financial position, results of operations, or cash flows.

Contractual Obligations and Other Commercial Commitments

The following table summarizes the company’s consolidated contractual obligations as of September 30, 2012 for the remaining months of fiscal 2013, and the next four fiscal years and thereafter, and the effect such obligations, inclusive of interest costs, are expected to have on the company’s liquidity and cash flows in future periods:

(In thousands)	Payments Due by Fiscal Year
	Total		2013		2014		2015		2016		2017		More Than     5 Years
Vessel purchase obligations	$	40,433		40,433		---		---		---		---		---
Vessel construction obligations		445,123		101,890		174,468		168,765		---		---		---
Total obligations	$	485,556		142,323		174,468		168,765		---		---		---

A discussion regarding the company’s vessel construction commitments is disclosed in the “Vessel Count, Dispositions, Acquisitions and Construction Programs” section above. The company did not have any other material changes in its contractual obligations and commercial commitments other than in the ordinary course of business since the end of fiscal 2012. Refer to the company’s Annual Report on Form 10-K for additional information regarding the company’s contractual obligations and commercial commitments.

Off-Balance Sheet Arrangements

Fiscal 2010 Sale/Leaseback

In June 2009, the company sold five vessels to four unrelated third-party companies, and simultaneously entered into bareboat charter agreements for the vessels with the purchasers. In July 2009, the company sold an additional vessel to an unrelated third-party company, and simultaneously entered into a bareboat charter agreement with that purchaser.

The sale/leaseback transactions resulted in proceeds to the company of approximately $101.8 million and a deferred gain of $39.6 million. The aggregate carrying value of the six vessels was $62.2 million at the dates of sale. The leases on the five vessels sold in June 2009 will expire June 30, 2014, and the lease on the vessel sold in July 2009 will expire July 30, 2014. The company is accounting for the transactions as sale/leaseback transactions with operating lease treatment and expenses lease payments over the five year charter hire operating lease terms.

Under the sale/leaseback agreements, the company has the right to either re-acquire the six vessels at 75% of the original sales price or cause the owners to sell the vessels to a third-party under an arrangement where the company guarantees approximately 84% of the original lease value to the third party purchaser. The company will recognize the deferred gain as income if it does not exercise its option to purchase the six vessels at the end of the operating lease term. If the company exercises its option to purchase these vessels, the deferred gain will reduce the vessels’ stated cost after exercising the purchase option.

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Fiscal 2006 Sale/Leaseback

In March 2006, the company entered into agreements to sell five of its vessels that were under construction at the time to Banc of America Leasing & Capital LLC (BOAL&C), an unrelated third party, for $76.5 million and simultaneously entered into bareboat charter agreements with BOAL&C upon the vessels’ delivery to the market. Construction on these five vessels was completed at various times between March 2006 and March 2008, at which time the company sold the respective vessels and simultaneously entered into bareboat charter agreements.

The company accounted for all five transactions as sale/leaseback transactions with operating lease treatment. Accordingly, the company did not record the assets on its books and the company is expensing periodic lease payments. The operating lease for all five charter hire agreements were for eight year terms. The company has the option to extend the respective bareboat charter agreements three times, each for a period of 12 months. At the end of the basic term (or extended option periods), the company has an option to purchase each of the vessels at its then fair market value or to redeliver the vessel to its owner.

The bareboat charter agreements on the first two vessels, whose original expiration dates were in calendar year 2014, have ended in September and October 2012 because the company exercised its option to repurchase these vessels as discussed below. The bareboat charter agreements on the third and fourth vessels expire in 2015 and the company has the option to extend the bareboat charter agreements three times, each for a period of 12 months, which would provide the company the opportunity to extend the operating leases through calendar year 2018. The bareboat charter agreement on the fifth vessel expires in 2016. The company has the option to extend the bareboat charter agreements three times, each for a period of 12 months, which would provide the company the opportunity to extend the operating leases through calendar year 2019.

The company may purchase each of the vessels at their fixed amortized values, as outlined in the bareboat charter agreements, at the end of the fifth year, and again at the end of the seventh year, from the commencement dates of the respective charter agreements. The company may also purchase each of the vessels at a mutually agreed upon price at any time during the lease term. In September 2012, the company elected to repurchase one of its leased vessels from the lessor for a total $8.9 million. In addition, during October 2012, the company repurchased a second platform supply vessel, for a total $8.4 million. Refer to Note (13) of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Future Minimum Lease Payments

As of September 30, 2012, the future minimum lease payments for the vessels under the operating lease terms are as follows:

Fiscal year ending (In thousands)		Fiscal 2010 Sale/Leaseback		Fiscal 2006 Sale/Leaseback		Total
Remaining six months of 2013	$		5,351		2,935		8,286
2014			10,703		5,853		16,556
2015			2,836		4,825		7,661
2016			---		2,304		2,304
Thereafter			---		---		---
Total future lease payments	$		18,890		15,917		34,807

For the quarters and the six-month periods ended September 30, 2012 and 2011, the company expensed approximately $4.4 million and $4.5 million and $8.9 million and $9.0 million, respectively, on all of its bareboat charter arrangements.

Goodwill

For information regarding the $30.9 million non-cash goodwill impairment recorded during the quarter ended September 30, 2011, please refer to Note (12) of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

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Application of Critical Accounting Policies and Estimates

The company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the Securities and Exchange Commission on May 21, 2012, describes the accounting policies that are critical to reporting the company’s financial position and operating results and that require management’s most difficult, subjective or complex judgments. This Quarterly Report on Form 10-Q should be read in conjunction with the discussion contained in the company’s Annual Report on Form 10-K for the year ended March 31, 2012, regarding these critical accounting policies.

New Accounting Pronouncements

For information regarding the effect of new accounting pronouncements, refer to Note (10) of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Effects of Inflation

Day-to-day operating costs are generally affected by inflation. Because the energy services industry requires specialized goods and services, general economic inflationary trends may not affect the company’s operating costs. The major impact on operating costs is the level of offshore exploration, field development and production spending by energy exploration and production companies. As spending increases, prices of goods and services used by the energy industry and the energy services industry will increase. Future increases in vessel day rates may shield the company from the inflationary effects on operating costs.

The company’s newer technologically sophisticated AHTS vessels and PSVs generally require a greater number of specially trained fleet personnel than the company’s older, smaller vessels. Competition for skilled crews will likely intensify, particularly in international markets, as new-build vessels currently under construction enter the global fleet. Concerns regarding shortages in skilled labor become an increasing concern globally, during calendar year 2011, global wages in the energy industry have risen approximately 6% per analyst reports. Increases in local wages is another developing trend regarding wage inflation, especially in South America where local wages have trended higher and are now on par or have exceeded wages earned by the expatriate employee work force. If competition for personnel intensifies, the market for experienced crews could exert upward pressure on wages, which would likely increase the company’s crew costs.

Strong fundamentals in the global energy industry experienced in the past few years have also increased the activity levels at shipyards worldwide until the calendar year 2008-2009 global recession. The price of steel then peaked in 2011 due to increased worldwide demand for the metal, which demand has since declined due to the weakening of steel consumption and global economic industrial activity as a whole. The price of steel continues to be high by historical standards. If the price of steel declines, the cost of new vessels will result in lower capital expenditures and depreciation expenses, which taken by themselves would increase our future operating profits.

Environmental Compliance

During the ordinary course of business, the company’s operations are subject to a wide variety of environmental laws and regulations that govern the discharge of oil and pollutants into navigable waters. Violations of these laws may result in civil and criminal penalties, fines, injunction and other sanctions. Compliance with the existing governmental regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment has not had, nor is expected to have, a material effect on the company. Environmental laws and regulations are subject to change however, and may impose increasingly strict requirements and, as such, the company cannot estimate the ultimate cost of complying with such potential changes to environmental laws and regulations.

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All vessels over 79 feet in registered length, regardless of flag, that are operating as a means of transportation within the inland and offshore waters of the U.S. (but not beyond the three nautical mile territorial sea limit) must comply with the Environmental Protection Agency’s National Pollutant Discharge Elimination System (NPDES) Vessel General Permit (VGP) for discharges incidental to the normal operation of vessels. For our vessels, that includes ballast water, bilge water, graywater, cooling water, chain locker effluent, deck wash down and runoff, cathodic protection, and other such type runoff. The company believes that it is in full compliance with the VGP.

The company is also involved in various legal proceedings that relate to asbestos and other environmental matters. In the opinion of management, based on current information, the amount of ultimate liability, if any, with respect to these proceedings is not expected to have a material adverse effect on the company’s financial position, results of operations, or cash flows. The company is proactive in establishing policies and operating procedures for safeguarding the environment against any hazardous materials aboard its vessels and at shore-based locations. Whenever possible, hazardous materials are maintained or transferred in confined areas in an attempt to ensure containment if accidents occur. In addition, the company has established operating policies that are intended to increase awareness of actions that may harm the environment.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk refers to the potential losses arising from changes in interest rates, foreign currency fluctuations and exchange rates, equity prices and commodity prices including the correlation among these factors and their volatility. The company is primarily exposed to interest rate risk and foreign currency fluctuations and exchange risk. The company enters into derivative instruments only to the extent considered necessary to meet its risk management objectives and does not use derivative contracts for speculative purposes.

Interest Rate Risk and Indebtedness

Changes in interest rates may result in changes in the fair market value of the company’s financial instruments, interest income and interest expense. The company’s financial instruments that are exposed to interest rate risk are its cash equivalents and long-term borrowings. Due to the short duration and conservative nature of the cash equivalent investment portfolio, the company does not expect any material loss with respect to its investments. The book value for cash equivalents is considered to be representative of its fair value.

Revolving Credit and Term Loan Agreement

Please refer to the “Liquidity, Capital Resources and Other Matters” section of this report for a discussion on the company’s revolving credit and term loan agreement and outstanding senior notes.

At September 30, 2012, the company had a $125.0 million outstanding term loan. The fair market value of this debt approximates the carrying value because the borrowings bear interest at variable Eurodollar rates plus a margin based on leverage, which together currently approximate 2.0% percent (1.75% margin plus 0.25% Eurodollar rate). A one percentage point change in the Eurodollar interest rate on the $125.0 million term loan borrowings at September 30, 2012 would change the company’s interest costs by approximately $1.25 million annually.

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Senior Notes

Please refer to the “Liquidity, Capital Resources and Other Matters” section of this report for a discussion on the company’s outstanding senior notes debt.

Because the senior notes outstanding at September 30, 2012 bear interest at fixed rates, interest expense would not be impacted by changes in market interest rates. The following table discloses how the estimated fair value of our respective senior notes, as of September 30, 2012, would change with a 100 basis-point increase or decrease in market interest rates:

(In thousands)		Outstanding Value		Estimated Fair Value		100 Basis Point Increase		100 Basis Point Decrease
August 2011			165,000		181,716		169,880		194,549
September 2010			425,000		463,344		435,989		492,852
July 2003			175,000		180,332		178,185		182,527
Total	$		765,000		825,392		784,054		869,928

Foreign Exchange Risk

The company’s financial instruments that can be affected by foreign currency fluctuations and exchange risks consist primarily of cash and cash equivalents, trade receivables and trade payables denominated in currencies other than the U.S. dollar. The company periodically enters into spot and forward derivative financial instruments as a hedge against foreign currency denominated assets and liabilities, currency commitments, or to lock in desired interest rates. Spot derivative financial instruments are short-term in nature and settle within two business days. The fair value of spot derivatives approximates the carrying value due to the short-term nature of this instrument, and as a result, no gains or losses are recognized. Forward derivative financial instruments are generally longer-term in nature but generally do not exceed one year. The accounting for gains or losses on forward contracts is dependent on the nature of the risk being hedged and the effectiveness of the hedge. Forward contracts are valued using counterparty quotations, and we validate the information obtained from the counterparties in calculating the ultimate fair values. As such, these derivative contracts are classified as Level 2.

Derivatives

The company had seven foreign exchange spot contracts outstanding at September 30, 2012, which totaled an aggregate notional value of $1.6 million. These seven spot contracts settled by October 2, 2012. The company had one foreign exchange spot contract outstanding at March 31, 2012, which totaled an aggregate notional value of $1.0 million. The one spot contract settled by April 2, 2012.

At September 30, 2012, the company had four British pound forward contracts outstanding totaling $4.6 million, which are generally intended to hedge the company’s foreign exchange exposure relating to its MNOPF liability as disclosed in Note (7) and elsewhere in this document. The forward contracts have expiration dates between March 20, 2013 and September 20, 2013. The combined change in fair value of the forward contracts was approximately $0.1 million, all of which was recorded as a foreign exchange gain during the six months ended September 30, 2012, because the forward contracts did not qualify as hedge instruments. All changes in fair value of the forward contracts were recorded in earnings.

At March 31, 2012, the company had four British pound forward contracts outstanding totaling $7.0 million, which were generally intended to hedge the company’s foreign exchange exposure relating to its MNOPF liability as disclosed in Note (7) and elsewhere in this document. The forward contracts expire at various times through March 2013. The combined change in fair value of the forward contracts was approximately $0.1 million, all of which was recorded as a foreign exchange gain during the fiscal year ended March 31, 2012, because the forward contracts did not qualify as hedge instruments. All changes in fair value of the forward contracts were recorded in earnings.

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Other

Due to the company’s international operations, the company is exposed to foreign currency exchange rate fluctuations and exchange rate risks on all charter hire contracts denominated in foreign currencies. For some of our international contracts, a portion of the revenue and local expenses are incurred in local currencies with the result that the company is at risk of changes in the exchange rates between the U.S. dollar and foreign currencies. We generally do not hedge against any foreign currency rate fluctuations associated with foreign currency contracts that arise in the normal course of business, which exposes us to the risk of exchange rate losses. To minimize the financial impact of these items the company attempts to contract a significant majority of its services in U.S. dollars. In addition, the company attempts to minimize its financial impact of these risks by matching the currency of the company’s operating costs with the currency of the revenue streams when considered appropriate. The company continually monitors the currency exchange risks associated with all contracts not denominated in U.S. dollars.

ITEM 4.    CONTROLS AND PROCEDURES

CEO and CFO Certificates

Included as exhibits to this Quarterly Report on Form 10-Q are “Certifications” of the Chief Executive Officer and the Chief Financial Officer. The first form of certification is required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This section of the Quarterly Report contains the information concerning the controls evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (“Exchange Act’), such as this report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, any control system, no matter how well conceived and followed, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met.

The company evaluated, under the supervision and with the participation of the company’s management, including the company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, as amended), as of the end of the period covered by this report. Based on that evaluation, the company’s Chairman of the Board, President and Chief Executive Officer along with the company’s Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) that is required to be disclosed in the reports the company files and submits under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There was no change in the company’s internal control over financial reporting that occurred during the quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Shareholder Derivative Suit

In mid-February 2011, an individual claiming to be a Tidewater shareholder filed a shareholder derivative suit in the U.S. District Court for the Eastern District of Louisiana. The defendants in the suit were individual directors and certain officers of Tidewater Inc. Tidewater Inc. was also a nominal defendant in the lawsuit. The suit asserted various causes of action, including breach of fiduciary duty, against the individual defendants in connection with the facts and circumstances giving rise to the settlements with the DOJ and SEC and sought a number of remedies against the individual defendants and the company as a result. For a discussion of the settlements with the DOJ and SEC regarding matters arising under the United States Foreign Corrupt Practices Act, refer to the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 21, 2012. While the company incurred costs in connection with the defense of this law suit, the suit did not seek monetary damages against the company. The individual defendants and the company retained legal counsel.

On July 2, 2012, the presiding judge in this case, Judge Milazzo, dismissed the shareholder derivative suit but gave the plaintiff an opportunity to file an amended complaint. On July 23, 2012 and in lieu of filing an amended complaint, the plaintiff brought a motion to stay the U.S. District Court proceedings pending resolution of a demand by the plaintiff on the company’s Board of Directors to conduct an independent investigation and bring claims against the individual defendants. By letter dated July 23, 2012, plaintiff made this demand on the company’s Board of Directors. On August 7, 2012, the individual defendants and the company filed oppositions to the motion to stay and sought dismissal of the suit with prejudice. The presiding judge has yet to rule on the plaintiff’s motion to stay.

Various legal proceedings and claims are outstanding which arose in the ordinary course of business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, will not have a material adverse effect on the company’s financial position, results of operations, or cash flows.

ITEM 1A.  RISK FACTORS

There have been no material changes to the risk factors as previously disclosed in Item 1A in the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the Securities and Exchange Commission on May 21, 2012.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common Stock Repurchase Program

On May 17, 2012, the company’s Board of Directors authorized the company to spend up to $200.0 million to repurchase shares of its common stock in open-market or privately-negotiated transactions. The effective period for this authorization is July 1, 2012 through June 30, 2013. The company uses its available cash and, when considered advantageous, borrowings under its revolving credit facility, or other borrowings, to fund any share repurchases. The company evaluates share repurchase opportunities relative to other investment opportunities and in the context of current conditions in the credit and capital markets.

No amounts were expended from inception of the May 2012 authorized program through September 30, 2012, and the entire $200.0 million remains available to repurchase shares under the May 2012 share repurchase program at September 30, 2012.

In May 2011, the Board of Directors replaced its then existing July 2009 share repurchase program with a $200.0 million repurchase program that was in effect through June 30, 2012. The company was authorized to repurchase shares of its common stock in open-market or privately-negotiated transactions. The authorization of the May 2011 repurchase program ended on June 30, 2012, and the company utilized $100.0 million of the $200.0 million authorized.

63

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    RESERVED

None.

ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this quarterly report on
Form 10-Q.

64

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

TIDEWATER INC.

(Registrant)

Date: November 6, 2012	/s/ Jeffrey M. Platt
	Jeffrey M. Platt
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

Date: November 6, 2012	/s/ Quinn P. Fanning
	Quinn P. Fanning
	Executive Vice President and Chief Financial Officer

Date: November 6, 2012	/s/ Craig J. Demarest
	Craig J. Demarest
	Vice President, Principal Accounting Officer and Controller

65

EXHIBIT INDEX

Exhibit Number	Description
10.1*+	Tidewater Inc. Company Performance Executive Officer Annual Incentive Plan for Fiscal Year 2013.
10.2*+	Tidewater Inc. Individual Performance Executive Officer Annual Incentive Plan for Fiscal Year 2013.
15*	Letter re Unaudited Interim Financial Information
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
	Sarbanes-Oxley Act of 2002.
101*	Interactive Data File.

* Filed herewith

+ Indicates a management contract or compensatory plan or arrangement.

66

EX-10.1

EXHIBIT 10.1

TIDEWATER INC.

COMPANY PERFORMANCE EXECUTIVE OFFICER

ANNUAL INCENTIVE PLAN

FOR FISCAL YEAR 2013

I. PLAN OBJECTIVE

The primary objective of the Tidewater Inc. Company Performance Executive Officer Annual Incentive Plan (the “Executive Incentive Plan” or the “Plan”) is to reward Tidewater’s executive officers for their assistance in helping Tidewater Inc. (the “Company”) achieve its financial and operating goals for the fiscal year. The Plan links a significant element of potential variable annual compensation to the accomplishment of these goals.

The Compensation Committee of the Board of Directors established the Plan to maximize Tidewater’s deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 162(m)”), provided that such actions are consistent with its philosophy and in the best interest of Tidewater and its stockholders. At the Company’s 2008 Annual Meeting of Stockholders, the stockholders approved the material terms of the performance goals applicable to the Plan in order to qualify amounts paid as performance-based compensation under Section 162(m). The provisions of this Plan document operate in conjunction with, and are subject to the material terms of, the Plan approved by the stockholders at the 2008 Annual Meeting. The stockholders will be asked to reapprove the performance goals at the 2013 Annual Meeting of Stockholders in accordance with the requirements of Section 162(m). The provisions hereof are subject to the material terms of the Plan as last approved by the stockholders. Notwithstanding the provisions of Section 162(m), the Compensation Committee may award compensation outside of the Plan that is not fully tax deductible, if the Compensation Committee determines that such award is consistent with its philosophy and in the best interest of Tidewater and its stockholders. Such compensation issued outside of the Plan shall include, but not be limited to, the Tidewater Inc. Individual Performance Annual Incentive Plan (the “Individual Performance Plan”), which is a separate plan providing annual awards based upon an evaluation of individual performance.

II. ADMINISTRATION

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company; provided that all of the members of the Compensation Committee qualify as “outside directors” under Section 162(m). If all of the members do not so qualify, the Plan shall be administered by a special subcommittee of the Compensation Committee, all of the members of which qualify as “outside directors” under Section 162(m). The term “Committee” shall be used herein to refer to the committee that is currently authorized to administer the Plan. The authority of the Committee shall include, in particular, authority to:

A. designate participants and target award percentages for a particular year;

B. establish performance goals and metrics for a particular year;

C. consider the achievement of the performance goals and metrics and whether any payment will be made hereunder;

D. establish regulations for the administration of the Plan and make all determinations deemed necessary for the administration of the Plan; and

E. approve payments to the extent performance goals and metrics have been achieved.

The Committee may use its discretion to reduce or to eliminate, but not to increase, the bonus amount payable to a participant under the Plan formula.

III. BASIC PLAN CONCEPT

The Plan concept focuses upon Tidewater’s performance in the areas of financial, safety, and individual performance.

IV. ELIGIBILITY CRITERIA

The Committee has designated all of the Company’s executive officers (Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Executive Vice President – General Counsel, and Executive Vice President – Chief Investment Relations Officer) as participants in this Plan. The Committee has determined that the participants in this Plan and in the Company’s Management Annual Incentive Plan shall constitute the “specified employees” of the Company under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”).

V. PERFORMANCE MEASURES AND STANDARDS

The performance goals approved by the Company’s stockholders at the 2008 Annual Meeting of Stockholders included financial and safety metrics and the Committee has designed an annual bonus program for fiscal 2013 under which potential bonuses will be based upon those factors.

VI. AWARD OPPORTUNITIES

The Committee has specified target incentive awards for each participant. These amounts are determined based upon each eligible participant’s base salary in effect on June 29, 2012 multiplied by the target percent associated with the participant’s position within the Company. This percentage increases or decreases based upon performance above or below the target. If a participant has a change in position during the fiscal year, that participant’s target percentage will be adjusted prospectively and his or her annual award will be calculated on a pro rata basis (based on the number of days the participant served at each position). The annual award to a participant under this Plan may not exceed $3 million.

VII. COMPANY PERFORMANCE CRITERIA

For this fiscal year, the Company performance annual bonus amount will be based upon economic value-added growth (“EVA”) and safety. At target performance levels, each performance component would generate the following:

EVA	50% of target bonus
Safety	25% of target bonus

The remaining 25% of the target bonus amount will be eligible for payment under the Individual Performance Plan. At EVA and safety levels above and below the target levels, the 50%/25% relationship will change. The EVA bonus declared shall not exceed 3.5 times target. The safety portion of the bonus shall not exceed 2 times target for pre-approved metrics indicating exceptional performance.

VIII.  DETERMINATION OF BONUS AMOUNT

The performance criteria described below will be used to determine potential annual bonus amounts. No later than June 29, 2012, the financial and safety performance goals for the 2013 fiscal year will be established by the Compensation Committee in writing or will be reflected in minutes of a Compensation Committee meeting.

A. Financial Criteria. Economic Value Added (“EVA”) equals net operating profit after taxes (“NOPAT”), less a charge for capital employed. NOPAT equals revenues less operating expenses (including depreciation) and taxes on operating profit. The capital charge equals capital employed multiplied by the weighted average cost of debt and equity.

Certain adjustments to NOPAT will be made in determining EVA. Accordingly, the following items reported in the Company’s consolidated statement of earnings will be added to or subtracted from NOPAT as reported in order to determine EVA for purposes of the Plan:

1. cumulative effect of accounting changes;

2. extraordinary items, as that term is defined in Accounting Principles Board Opinion #30;

3. discontinued operations;

4. unusual or infrequently occurring items (less the amount of related income taxes), as that term is used in Accounting Principles Board Opinion #30; and

5. all other items that resulted in adjustment to the EVA calculation for purposes of determining the annual bonuses paid by the Company for prior fiscal years.

The EVA target is set at $5 million improvement in EVA per year.

The Committee is under no obligation to declare or pay a financial portion of the bonus. The declared EVA portion of the bonus for a participant may not exceed 3.5 times the target financial portion.

B. Safety Criteria. The safety performance measurement is determined by achievement of the Company’s overall established safety performance goals for the fiscal year, established in writing by the Committee by inclusion with the minutes of a Committee meeting or by written consent no later than June 29, 2012. Under this performance measure, potential payout is directly correlated with the Total Recordable Incident Rate (TRIR) for the current fiscal year. “Total Recordable Incident Rate” is defined as follows:

(Loss Time Accidents + Recordable Incidents)  X   200,000 (man hours)	=	Total Recordable Incident Rate per 200,000 man hours of exposure
Total Man Hour Exposure

Non-job related deaths will not count toward the TRIR. A TRIR below a certain level will permit a safety payment to a participant in an amount that is greater than 25% of the pool funding amount, which under the pre-established formula may not exceed 200% of the target pool funding amount (25% of total bonus), except the Committee may determine not to award all or a portion of this additional amount. Pro-rating will be permitted. The safety performance portion of the Plan operates independently from the financial portion. The Committee may determine not to pay the safety portion of the bonus, because of the occurrence of one or more fatalities or for any other reason.

IX. TERMINATION OF EMPLOYMENT

A. If a participant’s employment is terminated because the participant dies or if the participant becomes disabled, as “disability” is defined in Section 409A, unless otherwise determined by the Committee, the participant or, in the case of death, the participant’s estate or heirs, shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon the level of satisfaction of the performance criteria in effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any such bonus shall be paid to the participant or, in the case of death, to the participant’s estate or heirs, under Article X at the same time as the bonus for such fiscal year is paid to participants who continue to be employed.

B. If a participant’s employment is terminated because the participant Retires (as defined below) or is terminated by the Company without Cause (as defined below), and such termination constitutes a “separation from service” under Section 409A, unless otherwise determined by the Committee, the participant shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon the performance criteria in effect for such year and the percentage of salary applicable to such participant’s bonus. Any such bonus shall be paid to the participant as provided in Article X on the date on which the annual bonus is paid to participants whose employment did not terminate.

C. If a participant’s employment is terminated due to a voluntary resignation by the participant or if the participant is involuntarily terminated by the Company for Cause, no pro rata bonus shall be paid for the fiscal year in which termination occurs, unless otherwise determined by the Committee in its discretion, in which case the pro rata bonus will not exceed the amount that would be due based upon the performance criteria in effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any bonus so awarded shall be paid to the participant as provided in Article IX.B.

D. Certain Definitions.

1. A participant is deemed to have “Retired” for purposes of the Plan, if the participant’s employment terminates, other than as a result of a termination by the Company for Cause, at age 55 or later with at least ten years of service with the Company or at age 65 or later with at least five years of service with the Company.

2. “Cause” for purposes of this Plan shall be determined in the sole discretion of the Board of Directors of the Company and shall mean:

a. the willful and continued failure of the participant to substantially perform the participant’s duties with the Company or its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the participant by the Board of Directors of the Company which specifically identifies the manner in which the Board believes that the participant has not substantially performed the participant’s duties, or

b. the willful engaging by the participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.

For purposes of this provision, no act or failure to act, on the part of the participant, shall be considered “willful” unless it is done, or omitted to be done, by the participant in bad faith or without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or its affiliates or based upon the advice of counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company or its affiliates.

X. AWARD PAYMENTS

Awards determined by the Committee to be paid hereunder will be paid in cash no later than the June 15, 2013, unless deferred by a participant under a separate benefit plan of the Company.

XI. MISCELLANEOUS

A. Nothing in this Plan shall confer upon a participant any right to continue in the employment of the Company, or to interfere in any way with the right of the Company to terminate the participant’s employment relationship with the Company at any time. Participation provides no guarantee that any bonus will be paid. The success of the Company as measured by the achievement of financial and safety goals shall determine the extent to which participants may receive bonuses hereunder, in the discretion of the Committee. Participation in the Plan is not a right, but a privilege, subject to annual review by the Company. The Company retains the right to withhold payment from any participant who violates Company policies or for any other reason. The Company also has the right to recover any amounts paid under the Plan if (i) the amount paid was based on the achievement of financial results that were subsequently the subject of a restatement, (ii) the participant is subject to the Company’s Executive Compensation Recovery Policy; (iii) the participant engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iv) the effect of the wrongdoing was to increase the amount of bonus or incentive compensation. Any participant accepts any payment hereunder subject to such recovery rights of the Company. The Company may, if it chooses, effect such recovery by withholding from other amounts due to the participant by the Company.

B. The Plan shall be governed by and construed in accordance with the laws of the State of Louisiana.

C. If any term or provision of the Plan shall at any time or to any extent be invalid, illegal, or unenforceable in any respect as written, the participant and the Company intend for any court construing the Plan to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the remainder of the Plan, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of the Plan shall be valid and enforced to the fullest extent permitted by law.

D. The Company has no obligation to make any payments hereunder. Any payments made shall be in the sole discretion of the Committee. The Company shall have no obligation to set aside, earmark, or invest any fund or money with which to pay bonuses under the Plan.

E. The payment made hereunder are intended to comply with, or be exempt from, the requirements of Section 409A and the terms of the Plan related thereto shall

be construed accordingly. Payments hereunder that are subject to Section 409A shall not be accelerated unless permitted under Section 409A.

F. The Company shall have the right to terminate the Plan at any time in its sole discretion. Upon termination, the participant shall have no right to receive any amounts hereunder. Payout of any amount subject to Section 409A shall not occur earlier than provided herein, except to the extent permitted by Section 409A.

G. The Company shall deduct from any payment made hereunder all applicable federal and state income and employment taxes.

H. Prior to any payout hereunder, the Committee shall approve management’s calculation of the amount of the payout value of the award to be paid to each participant as a result of the achieved performance goals.

I. The Committee shall not increase the amount payable to a participant under this Plan to an amount that is higher than the amount payable under the formula established by the Compensation Committee in accordance with the requirements of Section 162(m). Nothing in this Plan precludes the Company from making additional payments or special awards to a participant outside of the Plan that may or may not qualify as “performance-based” compensation under Section 162(m), provided that such payment or award does not affect the qualification of any bonus paid or payable under the Plan as “performance-based” compensation.

EXECUTED this 30th day of October, 2012, with effect from March 14, 2012.

WITNESSES:	TIDEWATER INC.
	By:	/s/    Bruce D. Lundstrom
		Bruce D. Lundstrom Executive Vice President, Secretary and General Counsel

EX-10.2

EXHIBIT 10.2

TIDEWATER INC.

INDIVIDUAL PERFORMANCE EXECUTIVE OFFICER

ANNUAL INCENTIVE PLAN

FOR FISCAL YEAR 2013

I. PLAN OBJECTIVE

The primary objective of the Tidewater Inc. Individual Performance Executive Officer Annual Incentive Plan (the “Plan”) is to reward Tidewater Inc.’s (the “Company”) executive officers for their individual performance. The Plan links a significant element of potential variable annual compensation to the accomplishment of individual goals established for each participant.

The Compensation Committee of the Board of Directors (the “Committee”) established the Plan to provide a mechanism to add an individual performance-based annual incentive award to the compensation of executive officers who participate in Tidewater Inc.’s (the “Company”) Company Performance Executive Officer Annual Incentive Plan (the “Company Performance Plan”). The Company Performance Plan is formula-based and designed to qualify as “performance-based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

II. ADMINISTRATION

The Plan shall be administered by the Committee, except that the Chief Executive Officer shall have certain administrative powers as provided herein. The authority of the Committee shall include, in particular, authority to:

A. designate participants and target award percentages;

B. after considering recommendations from the Chief Executive Officer, establish individual performance goals and objectives;

C. determine the individual performance multiple of between 0 and 2 times the target award percentage;

D. consider the achievement of the individual performance goals and objectives and other performance factors for the Chief Executive Officer and the amount of any payment hereunder; and

E. establish regulations for the administration of the Plan and make all determinations deemed necessary for the administration of the Plan.

The Chief Executive Officer shall consider the achievement of the individual performance goals and objectives and other performance factors for Plan participants other than himself and whether the participant shall receive the entire Committee approved individual performance multiple or a lesser amount.

The Committee may also use its discretion to reduce or to eliminate, but not to increase, the maximum bonus amount payable to any participant under the Plan for a particular year.

III. BASIC PLAN CONCEPT

The Plan is designed to reward executive officers for their individual accomplishments and performance.

IV. ELIGIBILITY CRITERIA

Eligibility for participation in the Plan is limited to those executive officers who participate in the Company Performance Plan.

V. AWARD OPPORTUNITIES AND PERFORMANCE MEASURES

For the 2013 fiscal year, the Committee will specify potential target incentive award amounts for each participant. These amounts are determined based upon each eligible participant’s base salary in effect as of June 29, 2012 multiplied by the target percent established by the Committee.

The Committee, or the Chief Executive Officer with respect to participants other than the Chief Executive Officer, shall establish particular individual performance goals for each participant. The goals may be subjective or objective.

At the end of fiscal 2013, the Committee will approve the overall individual performance multiple for the Plan for the fiscal year, which may be between 0 and 2 times target. The individual performance multiple will be multiplied by each participant’s target incentive award amount to determine a participant’s individual payout amount. The individual payout amount may then be reduced for a particular participant below the established individual performance multiple based on an evaluation of that participant’s individual performance. The annual award to a participant under this Plan may not exceed 2 times target.

VI. TERMINATION OF EMPLOYMENT

A. If a participant’s employment is terminated because the participant dies or if the participant becomes disabled, as “disability” is defined in Section 409A, unless otherwise determined by the Committee, the participant or, in the case of death, the participant’s estate or heirs, shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon target level performance in effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any such bonus shall be paid to the participant or, in the case of death, to the participant’s estate or heirs under Article VII at the same time as the bonus for such fiscal year is paid to participants who continue to be employed.

B. If a participant’s employment is terminated because the participant Retires (as defined below) or is terminated by the Company without Cause (as defined below), and such termination constitutes a “separation from service” under Section 409A, unless otherwise determined by the Committee, the participant shall be paid a pro rata bonus for the fiscal year in which termination occurs based upon target level performance in effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary

amount paid to the participant for the portion of the year that the participant was employed. Any such bonus shall be paid to the participant as provided in Article VII on the date on which the annual bonus is paid to participants whose employment did not terminate.

C. If a participant’s employment is terminated due to a voluntary resignation by the participant or if the participant is involuntarily terminated by the Company for Cause, no pro rata bonus shall be paid for the fiscal year in which termination occurs, unless otherwise determined by the Committee in its discretion, in which case the pro rata bonus will not exceed the amount that would be due based upon target level performance in effect for such year and the percentage of salary applicable to such participant’s bonus, but applied to the actual salary amount paid to the participant for the portion of the year that the participant was employed. Any bonus so awarded shall be paid to the participant as provided in Article VIII at the same time as the bonus for such fiscal year is paid to participants who continue to be employed.

D. A participant is deemed to have “Retired” for purposes of the Plan, if the participant’s employment terminates, other than as a result of a termination by the Company for Cause, at age 55 or later with at least ten years of service with the Company or at age 65 or later with at least five years of service with the Company.

E. “Cause” for purposes of this Plan shall be determined in the sole discretion of the Board of Directors of the Company and shall mean:

1. the willful and continued failure of the participant to substantially perform the participant’s duties with the Company or its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the participant by the Board of Directors of the Company which specifically identifies the manner in which the Board believes that the participant has not substantially performed the participant’s duties, or

2. the willful engaging by the participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.

For purposes of this provision, no act or failure to act, on the part of the participant, shall be considered “willful” unless it is done, or omitted to be done, by the participant in bad faith or without reasonable belief that the participant’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of a senior officer of the Company or its affiliates or based upon the advice of counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by the participant in good faith and in the best interests of the Company or its affiliates.

VII. AWARD PAYMENTS

Awards determined by the Committee to be paid hereunder will be paid in cash no later than June 15, 2013, unless deferred by a participant under a separate benefit plan of the Company.

VIII.  MISCELLANEOUS

A. Nothing in this Plan shall confer upon a participant any right to continue in the employment of the Company, or to interfere in any way with the right of the Company to terminate the participant’s employment relationship with the Company at any time. Participation provides no guarantee that any bonus will be paid. Participation in the Plan is not a right, but a privilege, subject to annual review by the Company. The Company retains the right to withhold payment from any participant who violates Company policies or for any other reason. The Company also has the right to recover any amounts paid under the Plan if (i) the amount paid was based on the achievement of financial results that were subsequently the subject of a restatement, (ii) the participant is subject to the Company’s Executive Compensation Recovery Policy, (iii) the participant engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iv) the effect of the wrongdoing was to increase the amount of bonus or incentive compensation. Any participant accepts any payment hereunder subject to such recovery rights of the Company. The Company may, if it chooses, effect such recovery by withholding from other amounts due to the participant by the Company.

B. The Plan shall be governed by and construed in accordance with the laws of the State of Louisiana.

C. If any term or provision of the Plan, shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, the participant and the Company intend for any court construing the Plan to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the remainder of the Plan, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby and each term and provision of the Plan shall be valid and enforced to the fullest extent permitted by law.

D. The Company has no obligation to make any payments hereunder. Any payments made shall be in the sole discretion of the Committee. The Company shall have no obligation to set aside, earmark, or invest any fund or money with which to pay bonuses under the Plan.

E. The payments made hereunder are intended to comply with an exception from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, applicable to a short-term deferral and the terms of the Plan related thereto shall be construed accordingly.

F. The Company shall have the right to terminate the Plan at any time in its sole discretion. Upon termination, the participant shall have no right to receive any amounts hereunder.

G. The Company shall deduct from any payment made hereunder all applicable federal and state income and employment taxes.

H. The Committee shall not increase the amount payable to a participant under this Plan to an amount that is higher than the amount determined as provided in Article V. This Plan has no relationship to the Company Performance Plan or any amount earned thereunder.

EXECUTED this 30th day of October, 2012, with effect from March 14, 2012.

WITNESSES:	TIDEWATER INC.
	By:	/s/    Bruce D. Lundstrom
		Bruce D. Lundstrom Executive Vice President, General Counsel, and Secretary

EX-15

EXHIBIT 15

November 6, 2012

Tidewater Inc.:

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Tidewater Inc. and subsidiaries for the periods ended September 30, 2012 and 2011, as indicated in our report dated November 6, 2012; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, is incorporated by reference in Registration Statements No. 333-164847, No. 333-32729, No. 333-66054, and No. 333-136407 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

New Orleans, Louisiana

67

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF

1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey M. Platt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tidewater Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2012	/s/ Jeffrey M. Platt
	Jeffrey M. Platt
	President and Chief Executive Officer

68

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF

1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Quinn P. Fanning, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tidewater Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2012	/s/ Quinn P. Fanning
	Quinn P. Fanning
	Executive Vice President and Chief Financial Officer

69

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tidewater Inc. (the “company”) on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), We, Jeffrey M. Platt, President and Chief Executive Officer, and Quinn P. Fanning, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company

Date: November 6, 2012	/s/ Jeffrey M. Platt
	Jeffrey M. Platt
	President and Chief Executive Officer

Date: November 6, 2012	/s/ Quinn P. Fanning
	Quinn P. Fanning
	Executive Vice President and Chief Financial Officer

A signed original of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated

70

XML

Schedule Of Carrying Value Of Trust Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Investments held in Rabbi Trust	$ 16,904	$ 17,366
Unrealized gains (losses) in fair value of trust assets	46	251
Unrealized gains (losses) in fair value of trust assets are net of income tax expense of	25	135
Obligations under the supplemental plan	$ 32,063	$ 30,633

XML

Schedule Of Fair Value Plan Assets Measured (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	$ 17,014	$ 17,618
Other pending transactions	(110)	(252)
Total fair value of plan assets	16,904	17,366
Equity Securities Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	7,976	8,248
Equity Securities, Other
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	11	12
Foreign Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	620	542
American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	1,943	2,166
Real Estate Investment Trusts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	90	139
US Treasury and Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	2,833	2,891
Open Ended Mutual Funds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	2,649	2,690
Cash and Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	883	922
Preferred American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	9	8
Quoted Prices In Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	14,277	15,367
Other pending transactions	(110)	(252)
Total fair value of plan assets	14,167	15,115
Quoted Prices In Active Markets (Level 1) | Equity Securities Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	7,976	8,248
Quoted Prices In Active Markets (Level 1) | Equity Securities, Other
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	11	12
Quoted Prices In Active Markets (Level 1) | Foreign Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	620	542
Quoted Prices In Active Markets (Level 1) | American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	1,893	2,108
Quoted Prices In Active Markets (Level 1) | Real Estate Investment Trusts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	90	139
Quoted Prices In Active Markets (Level 1) | US Treasury and Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	1,069	1,219
Quoted Prices In Active Markets (Level 1) | Open Ended Mutual Funds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	2,649	2,690
Quoted Prices In Active Markets (Level 1) | Cash and Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	(40)	401
Quoted Prices In Active Markets (Level 1) | Preferred American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	9	8
Significant Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	2,737	2,251
Other pending transactions
Total fair value of plan assets	2,737	2,251
Significant Observable Inputs (Level 2) | Equity Securities Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Observable Inputs (Level 2) | Equity Securities, Other
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Observable Inputs (Level 2) | Foreign Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Observable Inputs (Level 2) | American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	50	58
Significant Observable Inputs (Level 2) | Real Estate Investment Trusts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Observable Inputs (Level 2) | US Treasury and Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	1,764	1,672
Significant Observable Inputs (Level 2) | Open Ended Mutual Funds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Observable Inputs (Level 2) | Cash and Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets	923	521
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Other pending transactions
Total fair value of plan assets
Significant Unobservable Inputs (Level 3) | Equity Securities Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | Equity Securities, Other
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | Foreign Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | Real Estate Investment Trusts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | US Treasury and Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | Open Ended Mutual Funds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | Cash and Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets
Significant Unobservable Inputs (Level 3) | Preferred American Depository Receipts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of plan assets

XML

Commitments And Contingencies (Merchant Navy Officers Pension Fund) - Additional Information (Detail) (Merchant Navy Officers Pension Fund, USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Mar. 31, 2012
Merchant Navy Officers Pension Fund
Commitments and Contingencies Disclosure [Line Items]
Pension liabilities		$ 4.1	$ 6.7
Total payments paid to the fund	2.0	2.5
Outstanding deficit contributions to be paid		$ 4.1

XML

Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended				6 Months Ended	12 Months Ended
	Sep. 30, 2012 D Contract	Apr. 02, 2012 Contract	Mar. 31, 2012 Contract	Oct. 02, 2012 Subsequent Event Contract	Sep. 30, 2012 British Pound Forward Contracts Contract	Mar. 31, 2012 British Pound Forward Contracts Contract
Derivatives, Fair Value [Line Items]
Cash equivalents maturity period, days	90
Number of contracts outstanding	7		1		4	4
Notional amount of derivatives	$ 1.6		$ 1.0
Number of contracts settled		1		7
Expiration dates					Between March 20, 2013 and September 30, 2013
Change in fair value					$ 0.1	$ 0.1

XML

Schedule Of Vessel Commitments (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Sep. 30, 2012 Vessel
Significant Purchase and Supply Commitment [Line Items]
Number of vessels under construction	28
Estimated Total Cost, under construction	$ 688,854
Invested, under construction	243,731
Remaining Balance, under construction	445,633
Number of Vessels to be purchased	2
Estimated Total cost, to be purchased	47,476
Invested, to be purchased	7,043
Remaining Balance, to be purchased	40,433
Number of Vessels, commitments	30
Estimated Total Cost, commitments	736,840
Invested, commitments	250,774
Remaining Balance, commitments	485,066
Towing-Supply/Supply
Significant Purchase and Supply Commitment [Line Items]
Number of vessels under construction	4
Estimated Total Cost, under construction	75,072
Invested, under construction	13,811
Remaining Balance, under construction	61,261
Deepwater Platform Supply Vessels
Significant Purchase and Supply Commitment [Line Items]
Number of vessels under construction	17
Estimated Total Cost, under construction	541,596
Invested, under construction	188,160
Remaining Balance, under construction	353,436
Number of Vessels to be purchased	2
Estimated Total cost, to be purchased	47,476
Invested, to be purchased	7,043
Remaining Balance, to be purchased	40,433
Crew Boats And Other
Significant Purchase and Supply Commitment [Line Items]
Number of vessels under construction	7
Estimated Total Cost, under construction	72,692
Invested, under construction	41,760
Remaining Balance, under construction	$ 30,936

XML

Schedule Of Dividends Declared (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Stockholders' Equity [Abstract]
Dividends declared	$ 12,544	$ 12,975	$ 25,169	$ 25,944
Dividend per share	$ 0.25	$ 0.25	$ 0.50	$ 0.50

XML

Summary of Gain on Assets Disposition (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Fair Value Measurements And Disclosures [Abstract]
Amount of impairment incurred	$ 790	$ 256	$ 3,564	$ 2,570
Combined fair value of assets incurring impairment	$ 1,192		$ 8,602	$ 3,913

XML

Earnings Per Share (Tables)

6 Months Ended

Sep. 30, 2012

Components Of Basic And Diluted Earnings Per Share

The components of basic and diluted earnings per share for the quarters and the six-month periods ended September 30, are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Net Income available to common shareholders (A)	$	41,356		(4,876)		74,212		19,682
Weighted average outstanding shares of common stock, basic (B)		49,392,973		51,296,924		49,792,212		51,287,644
Dilutive effect of options and restricted stock awards and units		232,097		---		214,291		---
Weighted average common stock and equivalents (C)		49,625,070		51,296,924		50,006,503		51,287,644
Earnings per share, basic (A/B)	$	0.84		(0.10)		1.49		0.38
Earnings per share, diluted (A/C)	$	0.83		(0.10)		1.48		0.38
Additional information:
Antidilutive incremental options and restricted stock awards and units		54,694		281,129		51,864		298,328

XML

Commitments And Contingencies (Brazilian Customs) - Additional Information (Detail) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Apr. 30, 2011 BRL Vessel	Sep. 30, 2012 USD ($)	Sep. 30, 2012 BRL
Commitments and Contingencies Disclosure [Line Items]
Fines assessed	155.0	$ 76.4
Number of Tidewater vessels that the subsidiaries failed to obtain import licenses from	17
Disallowed amount of total fines by the administrative appeals board		73.4	149.0
Remaining Amount of Fines Contested		$ 3.0	6.0

XML

Indebtedness - Senior Debt Notes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended	1 Months Ended				6 Months Ended	12 Months Ended	1 Months Ended			6 Months Ended
	Aug. 15, 2011 August 2011 Senior Unsecured Notes	Sep. 30, 2012 August 2011 Senior Unsecured Notes	Aug. 31, 2011 August 2011 Senior Unsecured Notes Minimum Y	Aug. 31, 2011 August 2011 Senior Unsecured Notes Maximum Y	Dec. 31, 2010 September 2010 Senior Unsecured Notes	Oct. 15, 2010 September 2010 Senior Unsecured Notes	Sep. 30, 2012 September 2010 Senior Unsecured Notes	Mar. 31, 2012 September 2010 Senior Unsecured Notes	Dec. 30, 2010 September 2010 Senior Unsecured Notes Minimum Y	Dec. 30, 2010 September 2010 Senior Unsecured Notes Maximum Y	Jul. 31, 2003 July 2003 Senior Unsecured Notes	Sep. 30, 2012 July 2003 Senior Unsecured Notes	Sep. 30, 2012 July 2003 Senior Unsecured Notes Minimum Y	Sep. 30, 2012 July 2003 Senior Unsecured Notes Maximum Y
Debt [Line Items]
Sale of debt outstanding	$ 165				$ 115	$ 310					$ 300
Debt instrument maturity, in years			8	10					5	12
Consolidated debt to consolidated total capitalization, ratio		55.00%					55.00%					55.00%
After-tax loss relating to interest rate hedges							3.1	3.3
Pre-tax loss relating to interest rate hedges							$ 4.8	$ 5.1
Debt instrument maturity, in years													7	12

XML

Schedule Of Unrecognized Tax Benefits Which Would Lower The Effective Tax Rate If Realized (Detail) (State and Local Jurisdiction, USD $) In Thousands, unless otherwise specified	6 Months Ended
	Sep. 30, 2012
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Unrecognized tax benefit related to state tax issues	$ 8,736
Interest receivable on unrecognized tax benefit related to state tax issues	$ 64

XML

Commitments And Contingencies (Venezuelan Operations ) - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended	1 Months Ended
	Dec. 31, 2010	May 31, 2009 Venezuelan National Oil Company Vessel	Jul. 31, 2009 Petrosucre S Vessel
Commitments and Contingencies Disclosure [Line Items]
Number of vessels seized		11	4
Recorded charge for vessels seized	$ 43.7

XML

Goodwill - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended					3 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2012	Mar. 31, 2012	Jun. 30, 2011 United States Segment	Jun. 30, 2011 International Segment	Sep. 30, 2011 Middle East/N. Africa
Goodwill [Line Items]
Goodwill			$ 297,822	$ 297,822	$ 49,400	$ 279,400
Goodwill impairment charge	$ 30,932	$ 30,932					$ 30,900

XML

Other Liabilities And Deferred Credits (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Other Assets, Accrued Expenses, Other Current Liabilities, And Other Liabilities And Deferred Credits [Abstract]
Postretirement benefits liability	$ 27,946	$ 27,809
Pension liabilities	43,150	40,875
Deferred gain on vessel sales	39,568	39,568
Other	19,755	20,303
Other liabilities and deferred credits	$ 130,419	$ 128,555

XML

Commitments And Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2012 Vessel	Sep. 30, 2012 Minimum	Sep. 30, 2012 Maximum	Sep. 30, 2012 Fast, Crew/Supply Boat Vessel	Sep. 30, 2012 Towing-Supply/Supply Vessel	Sep. 30, 2012 Deepwater Platform Supply Vessels Vessel T	Sep. 30, 2012 Deepwater Platform Supply Vessels Platform Supply Vessels Planned For Possession In October 2012 First PSV T	Sep. 30, 2012 Deepwater Platform Supply Vessels Platform Supply Vessels Planned For Possession In October 2012 Second PSV T
Significant Purchase and Supply Commitment [Line Items]
Significant commitment, new construction brake horsepower					7,100
Significant commitment, new construction deadweight tons capacity range, low						3,000
Significant commitment, new construction deadweight tons capacity range, high						6,360
Significant commitment, new construction final delivery date	January 2015
Significant commitment vessels to be possessed, dead weight tons capacity							3,500	3,100
Significant commitment vessels to be acquired, invested amount	$ 7.0
Number of vessels under construction	28			1	4	17
Insurance coverage for the progress payments made on the vessel by the third party credit support				90.00%
Insurance coverage by the third party credit support for the carrying value of the accumulated costs				$ 2.4
Contract extension delivery period of two vessels		7 months	8 months

XML

Stockholders' Equity

6 Months Ended

Sep. 30, 2012

Stockholders' Equity

(2)    STOCKHOLDERS’ EQUITY

Common Stock Repurchase Program

On May 17, 2012, the company’s Board of Directors authorized the company to spend up to $200.0 million to repurchase shares of its common stock in open-market or privately-negotiated transactions. The effective period for this authorization is July 1, 2012 through June 30, 2013. The company uses its available cash and, when considered advantageous, borrowings under its revolving credit facility, or other borrowings, to fund any share repurchases. The company evaluates share repurchase opportunities relative to other investment opportunities and in the context of current conditions in the credit and capital markets. At September 30, 2012, the entire $200.0 million remains available to repurchase shares under the May 2012 share repurchase program.

In May 2011, the Board of Directors replaced its then existing July 2009 share repurchase program with a $200.0 million repurchase program that was in effect through June 30, 2012. The company was authorized to repurchase shares of its common stock in open-market or privately-negotiated transactions. The authorization of the May 2011 repurchase program ended on June 30, 2012, and the company utilized $100.0 million of the $200.0 million authorized.

The aggregate cost of common stock repurchased, along with number of shares repurchased, and average price paid per share is as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Aggregate cost of common stock repurchased	$	---		---		65,028		---
Shares of common stock repurchased		---		---		1,400,500		---
Average price paid per common share	$	---		---		46.43		---

Dividends

The declaration of dividends is at the discretion of the company’s Board of Directors. The Board of Directors declared the following dividends for the quarters and six-month periods ended September 30:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except dividend per share)	2012		2011		2012		2011
Dividends declared	$	12,544		12,975		25,169		25,944
Dividend per share		0.25		0.25		0.50		0.50

XML

Segment and Geographic Distribution of Operations - Additional Information (Detail)	6 Months Ended
	Sep. 30, 2012 Segment
Segment Reporting Information [Line Items]
Number of operating segments	4

XML

Schedule Of Aggregate Amount Of Senior Unsecured Notes Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Sep. 30, 2012 Y	Mar. 31, 2012 Y
August 2011 Senior Unsecured Notes
Debt [Line Items]
Aggregate debt outstanding	$ 165,000	$ 165,000
Weighted average remaining life in years	8.1	8.6
Weighted average coupon rate on notes outstanding	4.42%	4.42%
Fair value of debt outstanding	181,716	166,916
September 2010 Senior Unsecured Notes
Debt [Line Items]
Aggregate debt outstanding	425,000	425,000
Weighted average remaining life in years	7.1	7.6
Weighted average coupon rate on notes outstanding	4.25%	4.25%
Fair value of debt outstanding	463,344	430,339
July 2003 Senior Unsecured Notes
Debt [Line Items]
Aggregate debt outstanding	175,000	235,000
Weighted average remaining life in years	1.2	1.4
Weighted average coupon rate on notes outstanding	4.47%	4.43%
Fair value of debt outstanding	$ 180,332	$ 240,585

XML

Segment and Geographic Distribution of Operations (Tables)

6 Months Ended

Sep. 30, 2012

Segment Information, Geographical Data And Major Customers

The following table provides a comparison of revenues, vessel operating profit, depreciation and amortization, and additions to properties and equipment for the quarters and the six-month periods ended September 30, 2012 and 2011. Vessel revenues and operating costs relate to vessels owned and operated by the company while other operating revenues relate to the activities of the company’s shipyards, brokered vessels and other miscellaneous marine-related businesses.

		Quarter Ended				Six Months Ended
		September 30,				September 30,
(In thousands)		2012		2011		2012		2011
Revenues:
Vessel revenues:
Americas	$		82,316		81,892		159,966		162,569
Asia/Pacific			45,738		29,127		97,480		64,626
Middle East/N. Africa			32,051		24,810		64,501		50,867
Sub-Saharan Africa/Europe			149,717		112,583		277,969		223,665
			309,822		248,412		599,916		501,727
Other operating revenues			2,096		2,482		6,450		3,774
	$		311,918		250,894		606,366		505,501
Vessel operating profit:
Americas	$		9,506		9,530		19,698		21,384
Asia/Pacific			7,826		(4,776)		22,734		494
Middle East/N. Africa			6,280		(996)		12,562		(968)
Sub-Saharan Africa/Europe			44,330		21,631		71,426		43,855
			67,942		25,389		126,420		64,765
Corporate expenses			(12,484)		(9,361)		(22,951)		(18,882)
Goodwill impairment					(30,932)				(30,932)
Gain on asset dispositions, net			1,833		9,458		2,671		11,175
Other operating expense			(94)		(35)		544		(146)
Operating income (loss)	$		57,197		(5,481)		106,684		25,980
Foreign exchange gain (loss)			529		1,659		(1,222)		2,473
Equity in net earnings of unconsolidated companies			3,357		3,456		5,720		5,945
Interest income and other, net			1,128		766		1,847		1,956
Interest and other debt costs			(7,148)		(4,766)		(14,735)		(8,827)
Earnings (loss) before income taxes	$		55,063		(4,366)		98,294		27,527
Depreciation and amortization:
Americas	$		10,629		9,800		20,721		19,294
Asia/Pacific			4,833		5,039		9,946		10,153
Middle East/N. Africa			4,388		4,138		8,467		8,740
Sub-Saharan Africa/Europe			15,309		13,849		30,802		27,595
Corporate			888		981		1,895		1,774
	$		36,047		33,807		71,831		67,556
Additions to properties and equipment:
Americas	$		25,118		2,072		41,896		4,318
Asia/Pacific			5,071		277		5,165		857
Middle East/N. Africa			721		705		1,795		1,153
Sub-Saharan Africa/Europe			36,659		2,540		48,534		6,822
Corporate (A)			44,194		91,645		88,285		153,741
	$		111,763		97,239		185,675		166,891

(A) Included in Corporate are additions to properties and equipment relating to vessels currently under construction which have not yet been assigned to a non-corporate reporting segment as of the dates presented.

Comparison of Total Assets

The following table provides a comparison of total assets at September 30, 2012 and March 31, 2012:

	September 30,		March 31,
(In thousands)	2012		2012
Total assets:
Americas	$	1,023,442		1,031,962
Asia/Pacific		613,480		654,357
Middle East/North Africa		449,452		405,625
Sub-Saharan Africa/Europe		1,456,216		1,519,124
		3,542,590		3,611,068
Investments in, at equity, and advances to unconsolidated companies		50,108		46,077
		3,592,698		3,657,145
Corporate (A)		429,390		404,473
	$	4,022,088		4,061,618

Note A: Included in Corporate are vessels currently under construction which have not yet been assigned to a non-corporate reporting segment. The vessel construction costs will be reported in Corporate until the earlier of the vessels being assigned to a non-corporate reporting segment or the vessels’ delivery. At September 30, 2012 and March 31, 2012, $242.8 million and $249.4 million, respectively, of vessel construction costs are included in Corporate.

Schedule of Segment Reporting Information Revenue by Vessel Class

The following table discloses the amount of revenue by segment, and in total for the worldwide fleet, along with the respective percentage of total vessel revenue for the quarters and the six-month periods ended September 30, 2012 and 2011:

		Quarter Ended								Six Months Ended
Revenue by vessel class		September 30,								September 30,
(In thousands)		2012		%		2011		%		2012		%		2011		%
Americas fleet:
Deepwater vessels	$		44,747		14%		36,639		15%		81,027		14%		73,044		15%
Towing-supply/supply			31,109		10%		36,648		15%		65,461		11%		72,334		14%
Other			6,460		2%		8,605		3%		13,478		2%		17,191		3%
Total	$		82,316		27%		81,892		33%		159,966		27%		162,569		32%
Asia/Pacific fleet:
Deepwater vessels	$		24,592		8%		12,264		5%		49,929		8%		28,193		6%
Towing-supply/supply			20,229		7%		15,870		6%		45,729		8%		34,314		7%
Other			917		<1%		993		<1%		1,822		<1%		2,119		<1%
Total	$		45,738		15%		29,127		12%		97,480		16%		64,626		13%
Middle East/N. Africa fleet:
Deepwater vessels	$		12,275		4%		11,782		5%		23,559		4%		22,533		4%
Towing-supply/supply			18,859		6%		11,616		5%		38,859		6%		25,090		5%
Other			917		<1%		1,412		1%		2,083		<1%		3,244		1%
Total	$		32,051		10%		24,810		10%		64,501		10%		50,867		10%
Sub-Saharan Africa/Europe fleet:
Deepwater vessels	$		67,696		22%		45,605		18%		130,311		22%		84,111		17%
Towing-supply/supply			63,548		20%		48,698		20%		112,560		20%		101,324		20%
Other			18,473		6%		18,280		7%		35,098		6%		38,230		8%
Total	$		149,717		48%		112,583		45%		277,969		47%		223,665		45%
Worldwide fleet:
Deepwater vessels	$		149,310		48%		106,290		43%		284,826		47%		207,881		41%
Towing-supply/supply			133,745		43%		112,832		45%		262,609		44%		233,062		46%
Other			26,767		9%		29,290		12%		52,481		9%		60,784		12%
Total	$		309,822		100%		248,412		100%		599,916		100%		501,727		100%

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Other Assets, Accrued Expenses, Other Current Liabilities and Other Liabilities and Deffered Credits (Tables)

6 Months Ended

Sep. 30, 2012

Schedule Of Other Assets

A summary of other assets at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,   2012		March 31,     2012
Recoverable insurance losses	$	3,436		3,150
Deferred income tax assets		68,350		64,090
Deferred finance charges		5,935		6,797
Savings plans and supplemental plan		29,564		29,538
Noncurrent tax receivable		9,106		9,106
Other		3,963		5,173
	$	120,354		117,854

Schedule Of Accrued Expenses

A summary of accrued expenses at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,     2012		March 31,     2012
Payroll and related payables	$	31,392		31,729
Commissions payable		15,390		14,309
Accrued vessel expenses		83,900		76,078
Accrued interest expense		8,085		8,095
Other accrued expenses		5,679		4,742
	$	144,446		134,953

Schedule of Other Current Liabilities

A summary of other current liabilities at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,         2012		March 31,     2012
Taxes payable	$	24,608		23,791
Deferred credits - current		1,165		2,278
Dividend payable		267		156
	$	26,040		26,225

Schedule Of Other Liabilities And Deferred Credits

A summary of other liabilities and deferred credits at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,              2012		March 31,     2012
Postretirement benefits liability	$	27,946		27,809
Pension liabilities		43,150		40,875
Deferred gain on vessel sales		39,568		39,568
Other		19,755		20,303
	$	130,419		128,555

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Schedule Of Fair Value Other Financial Instruments Measured (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 77,439	$ 288,446
Long-term British pound forward derivative contracts	4,571	7,042
Total fair value of assets	82,010	295,488
Quoted Prices In Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	77,439	288,446
Total fair value of assets	77,439	288,446
Significant Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term British pound forward derivative contracts	4,571	7,042
Total fair value of assets	$ 4,571	$ 7,042

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Debt Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Indebtedness [Abstract]
Interest and debt costs incurred, net of interest capitalized	$ 7,148	$ 4,766	$ 14,735	$ 8,827
Interest costs capitalized	2,913	4,188	5,736	8,598
Total interest and debt costs	$ 10,061	$ 8,954	$ 20,471	$ 17,425

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Goodwill (Tables)

6 Months Ended

Sep. 30, 2012

Schedule of Goodwill by Reportable Segment

Goodwill by reportable segment at September 30, 2012 and at March 31, 2012 is as follows:

	September 30,		March 31,
(In thousands)	2012		2012
Americas	$	114,237		114,237
Asia/Pacific		56,283		56,283
Middle East/N. Africa		---		---
Sub-Saharan Africa/Europe		127,302		127,302
	$	297,822		297,822

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Stockholders' Equity - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended	1 Months Ended	6 Months Ended
	May 31, 2011 May 2011 Authorized Amount	Jun. 30, 2012 May 2011 Authorized Amount	May 31, 2012 May 2012 Authorized Amount	Sep. 30, 2012 May 2012 Authorized Amount
Stockholders Equity Note [Line Items]
Amount authorized to repurchase shares	$ 200.0		$ 200.0
Remaining amount of authorized for repurchase				200.0
Stock repurchase program utilized amount		$ 100.0

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Interim Financial Statements

6 Months Ended

Sep. 30, 2012

Interim Financial Statements

(1)    INTERIM FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements for the interim periods presented herein have been prepared in conformity with United States generally accepted accounting principles and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the unaudited condensed consolidated financial statements at the dates and for the periods indicated as required by Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC). Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the company’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 21, 2012.

The unaudited condensed consolidated financial statements include the accounts of Tidewater Inc. and its subsidiaries. Intercompany balances and transactions are eliminated in consolidation. The company uses the equity method to account for equity investments over which the company exercises significant influence but does not exercise control and is not the primary beneficiary. All per share information included in this document is on a diluted earnings per share basis.

Reclassifications

The company made certain reclassifications to prior period amounts to conform to the current year presentation. These reclassifications did not have a material effect on the consolidated statement of financial position, results of operations or cash flows.

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Schedule Of Common Stock Repurchased And Average Price Paid Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Stockholders' Equity [Abstract]
Aggregate cost of common stock repurchased			$ 65,028
Shares of common stock repurchased			1,400,500
Average price paid per common share			$ 46.43

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Schedule Of Net Periodic Postretirement Health Care And Life Insurance Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Pension Plan and Supplemental Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 273	$ 219	$ 546	$ 438
Interest cost	1,072	1,103	2,144	2,206
Expected return on plan assets	(687)	(644)	(1,374)	(1,288)
Amortization of prior service cost	12	12	24	24
Recognized actuarial (gain) loss	448	440	896	880
Net periodic benefit cost	1,118	1,130	2,236	2,260
Other Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	119	139	238	278
Interest cost	309	345	618	690
Amortization of prior service cost	(508)	(508)	(1,016)	(1,016)
Recognized actuarial (gain) loss		(1)		(2)
Net periodic benefit cost	$ (80)	$ (25)	$ (160)	$ (50)

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Commitments And Contingencies (Completion of Internal Investigation and Settlements with United States and Nigerian Agencies) - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012
Commitments and Contingencies [Line Items]
Deferred prosecution agreement fine	$ 7.35

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Current assets:
Cash and cash equivalents	$ 136,729	$ 320,710
Trade and other receivables, net	333,284	309,468
Marine operating supplies	56,131	53,850
Other current assets	15,637	10,072
Total current assets	541,781	694,100
Investments in, at equity, and advances to unconsolidated companies	50,108	46,077
Properties and equipment:
Vessels and related equipment	4,063,067	3,952,468
Other properties and equipment	93,893	93,107
Properties and equipment, gross	4,156,960	4,045,575
Less accumulated depreciation and amortization	1,144,937	1,139,810
Net properties and equipment	3,012,023	2,905,765
Goodwill	297,822	297,822
Other assets	120,354	117,854
Total Assets	4,022,088	4,061,618
Current liabilities:
Accounts payable	89,560	74,115
Accrued expenses	144,446	134,953
Accrued property and liability losses	3,395	3,636
Other current liabilities	26,040	26,225
Total current liabilities	263,441	238,929
Long-term debt	890,000	950,000
Deferred income taxes	214,515	214,627
Accrued property and liability losses	3,436	3,150
Other liabilities and deferred credits	130,419	128,555
Commitments and Contingencies (Note 7)
Stockholders' equity:
Common stock of $0.10 par value, 125,000,000 shares authorized, issued 49,823,682 shares at September 30, 2012 and 51,250,995 shares at March 31, 2012	4,982	5,125
Additional paid-in capital	112,606	102,726
Retained earnings	2,421,991	2,437,836
Accumulated other comprehensive loss	(19,302)	(19,330)
Total stockholders' equity	2,520,277	2,526,357
Total liabilities and stockholders' equity	$ 4,022,088	$ 4,061,618

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Earning Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Earnings Per Share Basic And Diluted [Line Items]
Net Income available to common shareholders (A)	$ 41,356	$ (4,876)	$ 74,212	$ 19,682
Weighted average outstanding shares of common stock, basic (B)	49,392,973	51,296,924	49,792,212	51,287,644
Dilutive effect of options and restricted stock awards and units	232,097		214,291
Weighted average common stock and equivalents (C)	49,625,070	51,296,924	50,006,503	51,287,644
Earnings per share, basic (A/B)	$ 0.84	$ (0.10)	$ 1.49	$ 0.38
Earnings per share, diluted (A/C)	$ 0.83	$ (0.10)	$ 1.48	$ 0.38
Antidilutive incremental options and restricted stock awards and units	54,694	281,129	51,864	298,328

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Operating activities:
Net earnings	$ 74,212	$ 19,682
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	71,831	67,556
Provision (benefit) for deferred income taxes	(4,372)	(20,819)
Gain on asset dispositions, net	(2,671)	(11,175)
Goodwill impairment		30,932
Equity in earnings of unconsolidated companies, net of dividends	(4,031)	629
Compensation expense - stock-based	10,320	4,944
Excess tax benefits on stock options exercised	(95)	(124)
Changes in assets and liabilities, net:
Trade and other receivables	(20,707)	(15,008)
Marine operating supplies	(2,281)	(2,769)
Other current assets	(5,565)	(4,653)
Accounts payable	16,195	(1,751)
Accrued expenses	6,176	8,204
Accrued property and liability losses	(241)	(21)
Other current liabilities	1,134	7,272
Other liabilities and deferred credits	3,508	2,639
Other, net	2,846	1,644
Net cash provided by operating activities	146,259	87,182
Cash flows from investing activities:
Proceeds from sales of assets	9,977	23,392
Additions to properties and equipment	(189,826)	(155,058)
Other	(1,338)	1,224
Net cash used in investing activities	(181,187)	(130,442)
Cash flows from financing activities:
Principal payments on debt	(60,000)	(40,000)
Debt borrowings		165,000
Debt issuance costs		(234)
Proceeds from exercise of stock options	938	725
Cash dividends	(25,058)	(25,889)
Excess tax benefits on stock options exercised	95	124
Stock repurchases	(65,028)
Net cash (used in) provided by financing activities	(149,053)	99,726
Net change in cash and cash equivalents	(183,981)	56,466
Cash and cash equivalents at beginning of period	320,710	245,720
Cash and cash equivalents at end of period	136,729	302,186
Cash paid during the period for:
Interest	19,259	19,605
Income taxes	27,075	24,444
Non-cash investing activities:
Additions to properties and equipment	$ 6,724	$ 11,833

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Schedule Of Accrued Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Other Assets, Accrued Expenses, Other Current Liabilities, And Other Liabilities And Deferred Credits [Abstract]
Payroll and related payables	$ 31,392	$ 31,729
Commissions payable	15,390	14,309
Accrued vessel expenses	83,900	76,078
Accrued interest expense	8,085	8,095
Other accrued expenses	5,679	4,742
Accrued expenses	$ 144,446	$ 134,953

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Income Taxes - Additional Information (Detail)	6 Months Ended
	Sep. 30, 2012
Income Tax [Line Items]
Effective income tax rate	24.50%
Statutory income tax rate	35.00%

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Comparison of Total Assets (Parenthetical) (Detail) (Corporate Vessels, USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Corporate Vessels
Segment Reporting Information [Line Items]
Construction costs	$ 242.8	$ 249.4

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Income Taxes (Tables)

6 Months Ended

Sep. 30, 2012

Schedule Of Tax Rate Applicable To Pre-Tax Earnings

The effective tax rate applicable to pre-tax earnings, for the quarters and the six-month periods ended September 30, is as follows:

	Quarter Ended September 30,					Six Months Ended September 30,
	2012			2011		2012			2011
Effective tax rate applicable to pre-tax earnings		24.9	%		11.7%		24.5	%		28.5%

Schedule Of Uncertain Tax Positions And Income Tax Payable

The company’s balance sheet at September 30, 2012 reflects the following in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes:

(In thousands)	September 30,           2012
Tax liabilities for uncertain tax positions	$	15,970
Income tax payable		21,899

Schedule Of Unrecognized Tax Benefits Which Would Lower The Effective Tax Rate If Realized

Unrecognized tax benefits, which would lower the effective tax rate if realized at September 30, 2012, are as follows:

(In thousands)	September 30,           2012
Unrecognized tax benefit related to state tax issues	$	8,736
Interest receivable on unrecognized tax benefit related to state tax issues		64

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Schedule Of Uncertain Tax Position And Income Tax Payable (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012
Income Taxes [Abstract]
Tax liabilities for uncertain tax positions	$ 15,970
Income tax payable	$ 21,899

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Indebtedness (Tables)

6 Months Ended

Sep. 30, 2012

Debt Costs

Interest and debt costs incurred, net of interest capitalized, for the quarters and the six-month periods ended September 30, are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Interest and debt costs incurred, net of interest capitalized	$	7,148		4,766		14,735		8,827
Interest costs capitalized		2,913		4,188		5,736		8,598
Total interest and debt costs	$	10,061		8,954		20,471		17,425

August 2011 Senior Notes

Schedule Of Aggregate Amount Of Senior Unsecured Notes Outstanding

August 2011 Senior Notes

On August 15, 2011, the company issued $165 million of senior unsecured notes to a group of institutional investors. A summary of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,         2012		March 31, 2012
Aggregate debt outstanding	$	165,000		165,000
Weighted average remaining life in years		8.1		8.6
Weighted average coupon rate on notes outstanding		4.42%		4.42%
Fair value of debt outstanding		181,716		166,916

September 2010 Senior Notes

Schedule Of Aggregate Amount Of Senior Unsecured Notes Outstanding

September 2010 Senior Notes

On October 15, 2010, the company completed the sale of $310 million of senior unsecured notes, and the sale of an additional $115 million of notes was completed on December 30, 2010. A summary of the aggregate amount of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,     2012		March 31, 2012
Aggregate debt outstanding	$	425,000		425,000
Weighted average remaining life in years		7.1		7.6
Weighted average coupon rate on notes outstanding		4.25%		4.25%
Fair value of debt outstanding		463,344		430,339

July 2003 Senior Notes

Schedule Of Aggregate Amount Of Senior Unsecured Notes Outstanding

July 2003 Senior Notes

In July 2003, the company completed the sale of $300 million of senior unsecured notes. A summary of the aggregate amount of remaining senior unsecured notes that were issued in July 2003 and outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,     2012		March 31, 2012
Aggregate debt outstanding	$	175,000		235,000
Weighted average remaining life in years		1.2		1.4
Weighted average coupon rate on notes outstanding		4.47%		4.43%
Fair value of debt outstanding		180,332		240,585

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Schedule of Goodwill by Reportable Segment (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Goodwill [Line Items]
Goodwill	$ 297,822	$ 297,822
Americas
Goodwill [Line Items]
Goodwill	114,237	114,237
Asia/Pacific
Goodwill [Line Items]
Goodwill	56,283	56,283
Sub-Saharan Africa/Europe
Goodwill [Line Items]
Goodwill	$ 127,302	$ 127,302

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Condensed Consolidated Statements of Stockholders' Equity (USD $) In Thousands	Total	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive loss
Balance at Mar. 31, 2011	$ 2,513,944	$ 5,188	$ 90,204	$ 2,436,736	$ (18,184)
Total comprehensive income	18,914			19,682	(768)
Issuance of restricted stock	2	2
Stock option activity	2,882		2,882
Cash dividends declared	(25,944)			(25,944)
Amortization/cancellation of restricted stock	2,762		2,762
Balance at Sep. 30, 2011	2,512,560	5,190	95,848	2,430,474	(18,952)
Balance at Mar. 31, 2012	2,526,357	5,125	102,726	2,437,836	(19,330)
Total comprehensive income	74,240			74,212	28
Stock option activity	2,151	3	2,148
Cash dividends declared	(25,169)			(25,169)
Retirement of common stock	(65,028)	(140)		(64,888)
Amortization/cancellation of restricted stock units	3,867		3,867
Amortization/cancellation of restricted stock	3,859	(6)	3,865
Balance at Sep. 30, 2012	$ 2,520,277	$ 4,982	$ 112,606	$ 2,421,991	$ (19,302)

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	125,000,000	125,000,000
Common stock, issued	49,823,682	51,250,995

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Accounting Pronouncements

6 Months Ended

Sep. 30, 2012

Accounting Pronouncements

(10)    ACCOUNTING PRONOUNCEMENTS

From time to time new accounting pronouncements are issued by the FASB that are adopted by the company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the company’s consolidated financial statements upon adoption.

In September 2011, the FASB issued guidance on ASC 350, Intangibles-Goodwill and Other, for testing goodwill for impairment. The new guidance provides a company the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company’s assessment determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized for that reporting unit, if any. If the company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The guidance became effective for us on April 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

In June 2011, the FASB issued guidance on ASC 220, Comprehensive Income, regarding the presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders’ equity. Instead, a company is required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance also requires companies to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. In December 2011, the FASB issued guidance which indefinitely defers the guidance related to the presentation of reclassification adjustments. The guidance became effective for us on April 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU 2011-04”), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The guidance became effective for us on January 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

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Document and Entity Information	6 Months Ended
	Sep. 30, 2012	Oct. 26, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	TDW
Entity Registrant Name	TIDEWATER INC
Entity Central Index Key	0000098222
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		49,823,682

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Segment and Geographic Distribution of Operations

6 Months Ended

Sep. 30, 2012

Segment and Geographic Distribution of Operations

(11)    SEGMENT AND GEOGRAPHIC DISTRIBUTION OF OPERATIONS

The company follows the disclosure requirements of ASC 280, Segment Reporting. Operating business segments are defined as a component of an enterprise for which separate financial information is available and is evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

We manage and measure our business performance in four distinct operating segments: Americas, Asia/Pacific, Middle East/North Africa, and Sub-Saharan Africa/Europe. These segments are reflective of how the company’s chief operating decision maker (CODM) reviews operating results for the purposes of allocating resources and assessing performance. The company’s CODM is its Chief Executive Officer.

The following table provides a comparison of revenues, vessel operating profit, depreciation and amortization, and additions to properties and equipment for the quarters and the six-month periods ended September 30, 2012 and 2011. Vessel revenues and operating costs relate to vessels owned and operated by the company while other operating revenues relate to the activities of the company’s shipyards, brokered vessels and other miscellaneous marine-related businesses.

		Quarter Ended				Six Months Ended
		September 30,				September 30,
(In thousands)		2012		2011		2012		2011
Revenues:
Vessel revenues:
Americas	$		82,316		81,892		159,966		162,569
Asia/Pacific			45,738		29,127		97,480		64,626
Middle East/N. Africa			32,051		24,810		64,501		50,867
Sub-Saharan Africa/Europe			149,717		112,583		277,969		223,665
			309,822		248,412		599,916		501,727
Other operating revenues			2,096		2,482		6,450		3,774
	$		311,918		250,894		606,366		505,501
Vessel operating profit:
Americas	$		9,506		9,530		19,698		21,384
Asia/Pacific			7,826		(4,776)		22,734		494
Middle East/N. Africa			6,280		(996)		12,562		(968)
Sub-Saharan Africa/Europe			44,330		21,631		71,426		43,855
			67,942		25,389		126,420		64,765
Corporate expenses			(12,484)		(9,361)		(22,951)		(18,882)
Goodwill impairment					(30,932)				(30,932)
Gain on asset dispositions, net			1,833		9,458		2,671		11,175
Other operating expense			(94)		(35)		544		(146)
Operating income (loss)	$		57,197		(5,481)		106,684		25,980
Foreign exchange gain (loss)			529		1,659		(1,222)		2,473
Equity in net earnings of unconsolidated companies			3,357		3,456		5,720		5,945
Interest income and other, net			1,128		766		1,847		1,956
Interest and other debt costs			(7,148)		(4,766)		(14,735)		(8,827)
Earnings (loss) before income taxes	$		55,063		(4,366)		98,294		27,527
Depreciation and amortization:
Americas	$		10,629		9,800		20,721		19,294
Asia/Pacific			4,833		5,039		9,946		10,153
Middle East/N. Africa			4,388		4,138		8,467		8,740
Sub-Saharan Africa/Europe			15,309		13,849		30,802		27,595
Corporate			888		981		1,895		1,774
	$		36,047		33,807		71,831		67,556
Additions to properties and equipment:
Americas	$		25,118		2,072		41,896		4,318
Asia/Pacific			5,071		277		5,165		857
Middle East/N. Africa			721		705		1,795		1,153
Sub-Saharan Africa/Europe			36,659		2,540		48,534		6,822
Corporate (A)			44,194		91,645		88,285		153,741
	$		111,763		97,239		185,675		166,891

(A) Included in Corporate are additions to properties and equipment relating to vessels currently under construction which have not yet been assigned to a non-corporate reporting segment as of the dates presented.

The following table provides a comparison of total assets at September 30, 2012 and March 31, 2012:

	September 30,		March 31,
(In thousands)	2012		2012
Total assets:
Americas	$	1,023,442		1,031,962
Asia/Pacific		613,480		654,357
Middle East/North Africa		449,452		405,625
Sub-Saharan Africa/Europe		1,456,216		1,519,124
		3,542,590		3,611,068
Investments in, at equity, and advances to unconsolidated companies		50,108		46,077
		3,592,698		3,657,145
Corporate (A)		429,390		404,473
	$	4,022,088		4,061,618

Note A: Included in Corporate are vessels currently under construction which have not yet been assigned to a non-corporate reporting segment. The vessel construction costs will be reported in Corporate until the earlier of the vessels being assigned to a non-corporate reporting segment or the vessels’ delivery. At September 30, 2012 and March 31, 2012, $242.8 million and $249.4 million, respectively, of vessel construction costs are included in Corporate.

The following table discloses the amount of revenue by segment, and in total for the worldwide fleet, along with the respective percentage of total vessel revenue for the quarters and the six-month periods ended September 30, 2012 and 2011:

		Quarter Ended								Six Months Ended
Revenue by vessel class		September 30,								September 30,
(In thousands)		2012		%		2011		%		2012		%		2011		%
Americas fleet:
Deepwater vessels	$		44,747		14%		36,639		15%		81,027		14%		73,044		15%
Towing-supply/supply			31,109		10%		36,648		15%		65,461		11%		72,334		14%
Other			6,460		2%		8,605		3%		13,478		2%		17,191		3%
Total	$		82,316		27%		81,892		33%		159,966		27%		162,569		32%
Asia/Pacific fleet:
Deepwater vessels	$		24,592		8%		12,264		5%		49,929		8%		28,193		6%
Towing-supply/supply			20,229		7%		15,870		6%		45,729		8%		34,314		7%
Other			917		<1%		993		<1%		1,822		<1%		2,119		<1%
Total	$		45,738		15%		29,127		12%		97,480		16%		64,626		13%
Middle East/N. Africa fleet:
Deepwater vessels	$		12,275		4%		11,782		5%		23,559		4%		22,533		4%
Towing-supply/supply			18,859		6%		11,616		5%		38,859		6%		25,090		5%
Other			917		<1%		1,412		1%		2,083		<1%		3,244		1%
Total	$		32,051		10%		24,810		10%		64,501		10%		50,867		10%
Sub-Saharan Africa/Europe fleet:
Deepwater vessels	$		67,696		22%		45,605		18%		130,311		22%		84,111		17%
Towing-supply/supply			63,548		20%		48,698		20%		112,560		20%		101,324		20%
Other			18,473		6%		18,280		7%		35,098		6%		38,230		8%
Total	$		149,717		48%		112,583		45%		277,969		47%		223,665		45%
Worldwide fleet:
Deepwater vessels	$		149,310		48%		106,290		43%		284,826		47%		207,881		41%
Towing-supply/supply			133,745		43%		112,832		45%		262,609		44%		233,062		46%
Other			26,767		9%		29,290		12%		52,481		9%		60,784		12%
Total	$		309,822		100%		248,412		100%		599,916		100%		501,727		100%

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Condensed Consolidated Statements of Earnings (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenues:
Vessel revenues	$ 309,822	$ 248,412	$ 599,916	$ 501,727
Other marine revenues	2,096	2,482	6,450	3,774
Total revenues	311,918	250,894	606,366	505,501
Costs and expenses:
Vessel operating costs	177,055	161,290	342,883	313,592
Costs of other marine revenues	1,585	2,031	5,108	3,262
Depreciation and amortization	36,047	33,807	71,831	67,556
Goodwill impairment		30,932		30,932
General and administrative	41,867	37,773	82,531	75,354
Gain on asset dispositions, net	(1,833)	(9,458)	(2,671)	(11,175)
Total costs and expenses	254,721	256,375	499,682	479,521
Operating income (loss)	57,197	(5,481)	106,684	25,980
Other income (expenses):
Foreign exchange gain (loss)	529	1,659	(1,222)	2,473
Equity in net earnings of unconsolidated companies	3,357	3,456	5,720	5,945
Interest income and other, net	1,128	766	1,847	1,956
Interest and other debt costs	(7,148)	(4,766)	(14,735)	(8,827)
Total other income (expenses)	(2,134)	1,115	(8,390)	1,547
Earnings (loss) before income taxes	55,063	(4,366)	98,294	27,527
Income tax expense	13,707	510	24,082	7,845
Net earnings (loss)	$ 41,356	$ (4,876)	$ 74,212	$ 19,682
Basic earnings (loss) per common share	$ 0.84	$ (0.10)	$ 1.49	$ 0.38
Diluted earnings (loss) per common share	$ 0.83	$ (0.10)	$ 1.48	$ 0.38
Weighted average common shares outstanding	49,392,973	51,296,924	49,792,212	51,287,644
Dilutive effect of stock options and restricted stock	232,097		214,291
Adjusted weighted average common shares	49,625,070	51,296,924	50,006,503	51,287,644
Cash dividends declared per common share	$ 0.25	$ 0.25	$ 0.50	$ 0.50

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Indebtedness

6 Months Ended

Sep. 30, 2012

Indebtedness

(5)    INDEBTEDNESS

Revolving Credit and Term Loan Agreement

Borrowings under the company’s $575 million amended and restated revolving credit facility (“credit facility”), which includes a $125 million term loan (“term loan”) and a $450 million revolving line of credit (“revolver”) bear interest at the company’s option at the greater of (i) prime or the federal funds rate plus 0.50 to 1.25%, or (ii) Eurodollar rates plus margins ranging from 1.50 to 2.25%, based on the company’s consolidated funded debt to total capitalization ratio. Commitment fees on the unused portion of the facilities range from 0.15 to 0.35% based on the company’s funded debt to total capitalization ratio. The facilities provide for a maximum ratio of consolidated debt to consolidated total capitalization of 55%, and a minimum consolidated interest coverage ratio (essentially consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the four prior fiscal quarters to consolidated interest charges for such period) of 3.0. All other terms, including the financial and negative covenants, are customary for facilities of its type and consistent with the prior agreement in all material respects. The company’s credit facility matures in January 2016.

In July 2011, the credit facility was amended to allow 365 days (originally 180 days) from the closing date (“delayed draw period”) to make multiple draws under the term loan. In January 2012, the company elected to borrow the entire $125 million available under the term loan facility and used the proceeds to fund working capital and for general corporate purposes. Principal repayments on the term loan borrowings are payable in quarterly installments beginning in the quarter ending September 30, 2013 in amounts equal to 1.25% of the total outstanding borrowings as of July 26, 2013. Approximately $140 million of principal repayments due in the quarter ending September 30, 2013 are classified as long term debt in the accompanying balance sheet at September 30, 2012 because the company has the ability and intent to fund this with the revolver.

The company has $125 million in term loan borrowings outstanding at September 30, 2012 (whose fair value approximates the carrying value because the borrowings bear interest at variable Eurodollar rates plus a margin on leverage), and the entire $450 million of the revolver was available for future financing needs, with no outstanding borrowings at September 30, 2012, or March 31, 2012 (Level 2 inputs as defined in the accounting guidance).

Senior Debt Notes

The determination of fair value includes an estimated credit spread between our long term debt and treasuries with similar matching expirations. The credit spread is determined based on comparable publicly traded companies in the oilfield service segment with similar credit ratings (Level 2 inputs as defined in the accounting guidance).

August 2011 Senior Notes

On August 15, 2011, the company issued $165 million of senior unsecured notes to a group of institutional investors. A summary of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,         2012		March 31, 2012
Aggregate debt outstanding	$	165,000		165,000
Weighted average remaining life in years		8.1		8.6
Weighted average coupon rate on notes outstanding		4.42%		4.42%
Fair value of debt outstanding		181,716		166,916

The multiple series of notes were originally issued with maturities ranging from approximately eight to 10 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a minimum ratio of debt to consolidated total capitalization that does not exceed 55%.

September 2010 Senior Notes

On October 15, 2010, the company completed the sale of $310 million of senior unsecured notes, and the sale of an additional $115 million of notes was completed on December 30, 2010. A summary of the aggregate amount of these notes outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,     2012		March 31, 2012
Aggregate debt outstanding	$	425,000		425,000
Weighted average remaining life in years		7.1		7.6
Weighted average coupon rate on notes outstanding		4.25%		4.25%
Fair value of debt outstanding		463,344		430,339

The multiple series of these notes were originally issued with maturities ranging from five to 12 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a minimum ratio of debt to consolidated total capitalization that does not exceed 55%.

Included in accumulated other comprehensive income at September 30, 2012 and March 31, 2012, is an after-tax loss of $3.1 million ($4.8 million pre-tax), and $3.3 million ($5.1 million pre-tax), respectively, relating to the purchase of interest rate hedges, which are cash flow hedges, in July 2010 in connection with the September 2010 senior notes offering. The interest rate hedges settled in August 2010 concurrent with the pricing of the senior unsecured notes. The hedges met the effectiveness criteria and their acquisition costs are being amortized over the term of the individual notes matching the term of the hedges to interest expense.

July 2003 Senior Notes

In July 2003, the company completed the sale of $300 million of senior unsecured notes. A summary of the aggregate amount of remaining senior unsecured notes that were issued in July 2003 and outstanding at September 30, 2012 and March 31, 2012, is as follows:

(In thousands, except weighted average data)	September 30,     2012		March 31, 2012
Aggregate debt outstanding	$	175,000		235,000
Weighted average remaining life in years		1.2		1.4
Weighted average coupon rate on notes outstanding		4.47%		4.43%
Fair value of debt outstanding		180,332		240,585

The multiple series of notes were originally issued with maturities ranging from seven to 12 years. These notes can be retired in whole or in part prior to maturity for a redemption price equal to the principal amount of the notes redeemed plus a customary make-whole premium. The terms of the notes provide for a maximum ratio of consolidated debt to total capitalization of 55%.

Debt Costs

The company capitalizes a portion of its interest costs incurred on borrowed funds used to construct vessels. Interest and debt costs incurred, net of interest capitalized, for the quarters and the six-month periods ended September 30, are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Interest and debt costs incurred, net of interest capitalized	$	7,148		4,766		14,735		8,827
Interest costs capitalized		2,913		4,188		5,736		8,598
Total interest and debt costs	$	10,061		8,954		20,471		17,425

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Employee Benefit Plans

6 Months Ended

Sep. 30, 2012

Employee Benefit Plans

(4)    EMPLOYEE BENEFIT PLANS

U.S. Defined Benefit Pension Plan

The company has a defined benefit pension plan (pension plan) that covers certain U.S. citizen employees and employees who are permanent residents of the United States. Benefits are based on years of service and employee compensation. In December 2009, the Board of Directors amended the pension plan to discontinue the accrual of benefits once the plan was frozen on December 31, 2010. On that date, previously accrued pension benefits under the pension plan were frozen for the approximately 60 active employees who participated in the plan. This change did not affect benefits earned by participants prior to January 1, 2011. The active employees who participated in the pension plan have become participants in the company’s defined contribution retirement plan effective January 1, 2011. These changes have provided the company with more predictable retirement plan costs and cash flows. By changing to a defined contribution plan and freezing the benefits accrued under the predecessor defined benefit plan, the company’s future benefit obligations and requirements for cash contributions for the frozen pension plan are reduced. Losses associated with the curtailment of the pension plan were immaterial. The company did not contribute to the defined benefit pension plan during the quarters and six-month periods ended September 30, 2012 and 2011, and does not expect to contribute to the plan during the remaining quarters of fiscal 2013.

Supplemental Executive Retirement Plan

The company also offers a non-contributory, defined benefit supplemental executive retirement plan (supplemental plan) that provides pension benefits to certain employees in excess of those allowed under the company’s tax-qualified pension plan. A Rabbi Trust has been established for the benefit of participants in the supplemental plan. The Rabbi Trust assets, which are invested in a variety of marketable securities (none of which is Tidewater stock), are recorded at fair value with unrealized gains or losses included in other comprehensive income. Effective March 4, 2010, the supplemental plan was closed to new participation. The supplemental plan is a non-qualified plan and, as such, the company is not required to make contributions to the supplemental plan. The company did not contribute to the supplemental plan during the quarters and six-month periods ended September 30, 2012 and 2011.

As a result of the May 31, 2012 retirement of Dean E. Taylor, former President and Chief Executive Officer of Tidewater Inc., Mr. Taylor is expected to receive in December 2012 an estimated $12.6 million lump sum distribution in full settlement and discharge of his supplemental executive retirement plan benefit. A settlement loss, which is currently estimated to be $4.4 million, will be recorded at the time of distribution.

Investments held in a Rabbi Trust for the benefit of participants in the supplemental plan are included in other assets at fair value. The following table summarizes the carrying value of the trust assets, including unrealized gains or losses at September 30, 2012 and March 31, 2012:

(In thousands)	September 30,     2012		March 31,     2012
Investments held in Rabbi Trust	$	16,904		17,366
Unrealized gains (losses) in fair value of trust assets		46		251
Unrealized gains (losses) in fair value of trust assets are net of income tax expense of		25		135
Obligations under the supplemental plan		32,063		30,633

The unrealized gains or losses in the fair value of the trust assets, net of income tax expense, are included in accumulated other comprehensive income (other stockholders’ equity). To the extent that trust assets are liquidated to fund benefit payments, gains or losses, if any, will be recognized at that time. The company’s obligations under the supplemental plan are included in ‘accrued expenses’ and ‘other liabilities and deferred credits’ on the consolidated balance sheet.

Postretirement Benefit Plan

Qualified retired employees currently are covered by a program which provides limited health care and life insurance benefits. Costs of the program are based on actuarially determined amounts and are accrued over the period from the date of hire to the full eligibility date of employees who are expected to qualify for these benefits. This plan is funded through payments as benefits are required.

Net Periodic Benefit Costs

The net periodic benefit cost for the company’s U.S. defined benefit pension plan and the supplemental plan (referred to collectively as “Pension Benefits”) and the postretirement health care and life insurance plan (referred to collectively as “Other Benefits”) is comprised of the following components:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Pension Benefits:
Service cost	$	273		219		546		438
Interest cost		1,072		1,103		2,144		2,206
Expected return on plan assets		(687)		(644)		(1,374)		(1,288)
Amortization of prior service cost		12		12		24		24
Recognized actuarial loss		448		440		896		880
Net periodic benefit cost	$	1,118		1,130		2,236		2,260
Other Benefits:
Service cost	$	119		139		238		278
Interest cost		309		345		618		690
Amortization of prior service cost		(508)		(508)		(1,016)		(1,016)
Recognized actuarial (gain) loss		---		(1)		---		(2)
Net periodic benefit cost	$	(80)		(25)		(160)		(50)

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Employee Benefit Plans (Tables)

6 Months Ended

Sep. 30, 2012

Schedule of Carrying Value of The Trust Assets, Including Unrealized Gains or Losses

The following table summarizes the carrying value of the trust assets, including unrealized gains or losses at September 30, 2012 and March 31, 2012:

(In thousands)	September 30,     2012		March 31,     2012
Investments held in Rabbi Trust	$	16,904		17,366
Unrealized gains (losses) in fair value of trust assets		46		251
Unrealized gains (losses) in fair value of trust assets are net of income tax expense of		25		135
Obligations under the supplemental plan		32,063		30,633

Schedule of Net Periodic Benefit Cost

The net periodic benefit cost for the company’s U.S. defined benefit pension plan and the supplemental plan (referred to collectively as “Pension Benefits”) and the postretirement health care and life insurance plan (referred to collectively as “Other Benefits”) is comprised of the following components:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Pension Benefits:
Service cost	$	273		219		546		438
Interest cost		1,072		1,103		2,144		2,206
Expected return on plan assets		(687)		(644)		(1,374)		(1,288)
Amortization of prior service cost		12		12		24		24
Recognized actuarial loss		448		440		896		880
Net periodic benefit cost	$	1,118		1,130		2,236		2,260
Other Benefits:
Service cost	$	119		139		238		278
Interest cost		309		345		618		690
Amortization of prior service cost		(508)		(508)		(1,016)		(1,016)
Recognized actuarial (gain) loss		---		(1)		---		(2)
Net periodic benefit cost	$	(80)		(25)		(160)		(50)

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Goodwill

6 Months Ended

Sep. 30, 2012

Goodwill

(12)    GOODWILL

The company tests goodwill for impairment annually at the reporting unit level using carrying amounts as of December 31 or more frequently if events and circumstances indicate that goodwill might be impaired.

During fiscal 2012, the company changed its reportable segments during the quarter ended September 30, 2011 from International and United States to Americas, Asia/Pacific, Middle East/North Africa, and Sub-Saharan Africa/Europe. The company performed an interim goodwill impairment assessment prior to changing its reportable segments and determined there was no goodwill impairment.

Goodwill of approximately $49.4 million historically assigned to the United States segment was assigned to the Americas segment. Goodwill of approximately $279.4 million historically assigned to the International segment was allocated among the new reportable segments based on their relative fair values.

The company also performed an interim goodwill impairment assessment on the new reporting units using September 30, 2011 carrying values as prescribed in ASC 350, Intangibles-Goodwill and Other (ASC 350) and determined on the basis of the step one of the goodwill impairment test that the carrying value of its Middle East/North Africa unit exceeded its fair value thus triggering the second step of the goodwill analysis as then prescribed by ASC 350. An estimated goodwill impairment charge of $30.9 million was recorded during the quarter ended September 30, 2011. Step two of the assessment was completed during the quarter ended December 31, 2011 and there was no further adjustment to goodwill.

Goodwill by reportable segment at September 30, 2012 and at March 31, 2012 is as follows:

	September 30,		March 31,
(In thousands)	2012		2012
Americas	$	114,237		114,237
Asia/Pacific		56,283		56,283
Middle East/N. Africa		---		---
Sub-Saharan Africa/Europe		127,302		127,302
	$	297,822		297,822

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Fair Value Measurements

6 Months Ended

Sep. 30, 2012

Fair Value Measurements

(8)    FAIR VALUE MEASUREMENTS

The company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, for financial assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 establishes a hierarchy for inputs used in measuring fair value. Fair value is calculated based on assumptions that market participants would use in pricing assets and liabilities and not on assumptions specific to the entity. The statement requires that each asset and liability carried at fair value be classified into one of the following categories:

Level 1:    Quoted market prices in active markets for identical assets or liabilities

Level 2:    Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3:    Unobservable inputs that are not corroborated by market data

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The company measures on a recurring basis and records at fair value investments held by participants in a supplemental executive retirement plan. The following table provides the fair value hierarchy for the plan assets measured at fair value as of September 30, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity securities:
Common stock	$	7,976		7,976		---		---
Preferred stock		11		11		---		---
Foreign stock		620		620		---		---
American depository receipts		1,943		1,893		50		---
Preferred American depository receipts		9		9		---		---
Real estate investment trusts		90		90		---		---
Debt securities:
Government debt securities		2,833		1,069		1,764		---
Open ended mutual funds		2,649		2,649		---		---
Cash and cash equivalents		883		(40)		923		---
Total	$	17,014		14,277		2,737		---
Other pending transactions		(110)		(110)		---		---
Total fair value of plan assets	$	16,904		14,167		2,737		---

The following table provides the fair value hierarchy for the plan assets measured at fair value as of March 31, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity securities:
Common stock	$	8,248		8,248		---		---
Preferred stock		12		12		---		---
Foreign stock		542		542		---		---
American depository receipts		2,166		2,108		58		---
Preferred American depository receipts		8		8
Real estate investment trusts		139		139		---		---
Debt securities:
Government debt securities		2,891		1,219		1,672		---
Open ended mutual funds		2,690		2,690		---		---
Cash and cash equivalents		922		401		521		---
Total	$	17,618		15,367		2,251		---
Other pending transactions		(252)		(252)		---		---
Total fair value of plan assets	$	17,366		15,115		2,251		---

Other Financial Instruments

The company’s primary financial instruments consist of cash and cash equivalents, trade receivables and trade payables with book values that are considered to be representative of their respective fair values. The company periodically utilizes derivative financial instruments to hedge against foreign currency denominated assets and liabilities, currency commitments, or to lock in desired interest rates. These transactions are generally spot or forward currency contracts or interest rate swaps that are entered into with major financial institutions. Derivative financial instruments are intended to reduce the company’s exposure to foreign currency exchange risk and interest rate risk. The company enters into derivative instruments only to the extent considered necessary to address its risk management objectives and does not use derivative contracts for speculative purposes. The derivative instruments are recorded at fair value using quoted prices and quotes obtainable from the counterparties to the derivative instruments.

Cash Equivalents. The company’s cash equivalents, which are securities with maturities less than 90 days, are held in money market funds or time deposit accounts with highly rated financial institutions. The carrying value for cash equivalents is considered to be representative of its fair value due to the short duration and conservative nature of the cash equivalent investment portfolio.

Spot Derivatives. Spot derivative financial instruments are short-term in nature and generally settle within two business days. The fair value of spot derivatives approximates the carrying value due to the short-term nature of this instrument, and as a result, no gains or losses are recognized.

The company had seven foreign exchange spot contracts outstanding at September 30, 2012 which totaled an aggregate notional value of $1.6 million. These seven spot contracts settled by October 2, 2012. The company had one foreign exchange spot contract outstanding at March 31, 2012, which totaled a notional value of $1.0 million. The one spot contract settled by April 2, 2012.

Forward Derivatives. Forward derivative financial instruments are generally longer-term in nature but generally do not exceed one year. The accounting for gains or losses on forward contracts is dependent on the nature of the risk being hedged and the effectiveness of the hedge. Forward contracts are valued using counterparty quotations, and we validate the information obtained from the counterparties in calculating the ultimate fair values using the market approach and obtaining broker quotations. As such, these derivative contracts are classified as Level 2.

At September 30, 2012, the company had four British pound forward contracts outstanding, which are generally intended to hedge the company’s foreign exchange exposure relating to its MNOPF liability as disclosed in Note (7) and elsewhere in this document. The forward contracts have

expiration dates between March 20, 2013 and September 30, 2013. The combined change in fair value of the forward contracts was approximately $0.1 million, all of which was recorded as a foreign exchange gain during the six months ended September 30, 2012, because the forward contracts did not qualify as hedge instruments. All changes in fair value of the forward contracts were recorded in earnings.

At March 31, 2012, the company had four British pound forward contracts outstanding, which were generally intended to hedge the company’s foreign exchange exposure relating to its MNOPF liability as disclosed in Note (7) and elsewhere in this document. The forward contracts expire at various times through March 2013. The combined change in fair value of the forward contracts was approximately $0.1 million, all of which was recorded as a foreign exchange gain during the fiscal year ended March 31, 2012, because the forward contracts did not qualify as hedge instruments. All changes in fair value of the forward contracts were recorded in earnings.

The following table provides the fair value hierarchy for the company’s other financial instruments measured as of September 30, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant     unobservable     inputs     (Level 3)
Cash equivalents	$	77,439		77,439		---		---
Long-term British pound forward derivative contracts		4,571		---		4,571		---
Total fair value of assets	$	82,010		77,439		4,571		---

The following table provides the fair value hierarchy for the company’s other financial instruments measured as of March 31, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant     unobservable     inputs     (Level 3)
Cash equivalents	$	288,446		288,446		---		---
Long-term British pound forward derivative contracts		7,042		---		7,042		---
Total fair value of assets	$	295,488		288,446		7,042		---

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Asset Impairments

The company accounts for long-lived assets in accordance with ASC 360-10-35, Impairment or Disposal of Long-Lived Assets. The company reviews the vessels in its active fleet for impairment whenever events occur or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. In such evaluation the estimated future undiscounted cash flows generated by an asset group are compared with the carrying amount of the asset group to determine if a write-down may be required. With respect to vessels that have not been stacked, we group together for impairment testing purposes vessels with similar operating and marketing characteristics. We also subdivide our groupings of assets with similar operating and marketing characteristics between our older vessels and newer vessels.

The company estimates cash flows based upon historical data adjusted for the company’s best estimate of expected future market performance, which, in turn, is based on industry trends. If an asset group fails the undiscounted cash flow test, the company uses the discounted cash flow method to determine the estimated fair value of each asset group and compares such estimated fair value (considered Level 3, as defined by ASC 360) to the carrying value of each asset group in order to determine if impairment exists. If impairment exists, the carrying value of the asset group is reduced to its estimated fair value.

In addition to the periodic review of its active long-lived assets for impairment when circumstances warrant, the company also performs a review of its stacked vessels and vessels withdrawn from service every six months or whenever changes in circumstances indicate that the carrying amount of a vessel may not be recoverable. Management estimates each stacked vessel’s fair value by considering items such as the vessel’s age, length of time stacked, likelihood of a return to active service, actual recent sales of similar vessels, among others, which are unobservable inputs. In certain situations we obtain an estimate of the fair value of the stacked vessel from third-party appraisers or brokers. The company records an impairment charge when the carrying value of a vessel withdrawn from service or a stacked vessel exceeds its estimated fair value. The estimates of fair value of stacked vessels are also subject to significant variability, are sensitive to changes in market conditions, and are reasonably likely to change in the future.

The below table summarizes the combined fair value of the assets that incurred impairments during the quarters and the six-month periods ended September 30, 2012 and 2011, along with the amount of impairment. The impairment charges were recorded in gain on asset dispositions, net.

	Quarter Ended                  September 30,				Six Months Ended         September 30,
(In thousands, except number of assets)	2012		2011		2012		2011
Amount of impairment incurred	$	790		256		3,564		2,570
Combined fair value of assets incurring impairment		1,192		—		8,602		3,913

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Schedule Of Other Current Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Other Assets, Accrued Expenses, Other Current Liabilities, And Other Liabilities And Deferred Credits [Abstract]
Taxes payable	$ 24,608	$ 23,791
Deferred credits - current	1,165	2,278
Dividend payable	267	156
Other current liabilities	$ 26,040	$ 26,225

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Earnings Per Share

6 Months Ended

Sep. 30, 2012

Earnings Per Share

(6)    EARNINGS PER SHARE

The components of basic and diluted earnings per share for the quarters and the six-month periods ended September 30, are as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Net Income available to common shareholders (A)	$	41,356		(4,876)		74,212		19,682
Weighted average outstanding shares of common stock, basic (B)		49,392,973		51,296,924		49,792,212		51,287,644
Dilutive effect of options and restricted stock awards and units		232,097		---		214,291		---
Weighted average common stock and equivalents (C)		49,625,070		51,296,924		50,006,503		51,287,644
Earnings per share, basic (A/B)	$	0.84		(0.10)		1.49		0.38
Earnings per share, diluted (A/C)	$	0.83		(0.10)		1.48		0.38
Additional information:
Antidilutive incremental options and restricted stock awards and units		54,694		281,129		51,864		298,328

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Commitments and Contingencies

6 Months Ended

Sep. 30, 2012

Commitments and Contingencies

(7)    COMMITMENTS AND CONTINGENCIES

Vessel Commitments

The table below summarizes the company’s various vessel commitments to acquire and construct new vessels, by vessel type, as of September 30, 2012:

(In thousands, except vessel count)	Number of Vessels		Total     Cost		Invested         Through          09/30/12		Remaining           Balance           09/30/12
Vessels under construction:
Deepwater platform supply vessels		17	$	541,596		188,160		353,436
Towing-supply/supply		4		75,072		13,811		61,261
Crewboats and other		7		72,692		41,760		30,936
Total vessels under construction		28		688,854		243,731		445,633
Vessels to be purchased:
Deepwater platform supply vessels		2		47,476		7,043		40,433
Total vessels to be purchased		2		47,476		7,043		40,433
Total vessel commitments		30	$	736,840		250,774		485,066

The total cost of the various vessel new-build commitments includes contract costs and other incidental costs. The company has vessels under construction at a number of different shipyards around the world. The deepwater vessels under construction range between 3,000 and 6,360 deadweight tons (DWT) of cargo capacity, while the towing supply/supply vessels under construction have 7,100 brake horsepower (BHP). Scheduled delivery for the new-build vessels will begin in October 2012, with delivery of the final new-build vessel expected in January 2015.

Regarding the vessels to be purchased, the company took possession of both PSVs in October 2012. The first PSV has 3,500 DWTs of cargo capacity and the second PSV has 3,100 DWTs of cargo capacity. As of September 30, 2012, the company had invested $7.0 million to acquire these two vessels.

With its commitment to modernizing its fleet through its vessel construction and acquisition program over the past decade, the company is replacing its older fleet of vessels with fewer, larger and more efficient vessels, while also enhancing the size and capabilities of the company’s fleet. These efforts will continue, with the company anticipating that it will use its future operating cash flows, existing borrowing capacity and new borrowings or lease arrangements to fund current and future commitments in connection with the fleet renewal and modernization program. The company continues to evaluate its fleet renewal program, whether through new construction or acquisitions, relative to other investment opportunities and uses of cash, including the current share repurchase authorization, and in the context of current conditions in the credit and capital markets.

Currently the company is experiencing substantial delay with one fast, crew/supply boat under construction in Brazil that was originally scheduled to be delivered in September 2009. On April 5, 2011, pursuant to the vessel construction contract, the company sent the subject shipyard a letter initiating arbitration in order to resolve disputes of such matters as the shipyard’s failure to achieve payment milestones, its failure to follow the construction schedule, and its failure to timely deliver the vessel. The company has suspended construction on the vessel and both parties continue to pursue that arbitration. The company has third party credit support in the form of insurance coverage for 90% of the progress payments made on this vessel, or all but approximately $2.4 million of the carrying value of the accumulated costs through September 30, 2012.

The company generally requires shipyards to provide third party credit support in the event that vessels are not completed and delivered timely and in accordance with the terms of the shipbuilding contracts. That third party credit support typically guarantees the return of amounts paid by the company, and generally takes the form of refundment guarantees or standby letters of credit issued by major financial institutions located in the country of the shipyard. While the company seeks to minimize its shipyard credit risk by requiring these instruments, the ultimate return of amounts paid by the company in the event of shipyard default is still subject to the creditworthiness of the shipyard and the provider of the credit support, as well as the company’s ability

to successfully pursue legal action to compel payment of these instruments. When third party credit support is not available or cost effective, the company endeavors to limit its credit risk by minimizing pre-delivery payments and through other contract terms with the shipyard.

Two vessels under construction at a domestic shipyard have fallen substantially behind schedule. The shipyard notified the company that the shipyard should be entitled to a delay in the delivery dates and an increase in the contract price for both vessels because the company was late in completing and providing the shipyard with detailed design drawings of the vessel. The detailed design drawings were developed for the company by a third party designer. While the company believes that other factors also contributed to the delay, the company and the shipyard reached an agreement during the quarter ended September 30, 2012 which includes an increase in the contract price of each vessel, one or more change orders for each hull, among other modifications to the contract terms and the extension of the delivery dates of the two vessels by approximately seven and eight months, respectively.

Merchant Navy Officers Pension Fund

A subsidiary of the company is a participating employer in an industry-wide multi-employer retirement fund in the United Kingdom, known as the Merchant Navy Officers Pension Fund (MNOPF). The company has been informed by the Trustee of the MNOPF that the Fund has a deficit that will require contributions from the participating employers. The amount and timing of the company’s share of the fund’s deficit depends on a number of factors, including updated calculations of the total fund deficit, theories of contribution imposed as determined by and within the scope of the Trustee’s authority, the number of then participating solvent employers, and the final formula adopted to allocate the required contribution among such participating employers. The amount payable to MNOPF based on assessments was $4.1 million and $6.7 million at September 30, 2012 and March 31, 2012, respectively, all of which has been accrued. No additional liabilities were recorded during the six months ended September 30, 2012, and $2.5 million of payments were made during the six months ended September 30, 2012. Payments totaling $2.0 million were made into the fund during the quarter ended September 30, 2011.

In the future, the fund’s Trustee may claim that the company owes additional amounts for various reasons, including negative fund investment returns or the inability of other assessed participating employers to contribute their share of respective allocations, failing which, the company and other solvent participating employers will be asked for additional contributions. In October 2010, the Trustee advised the company of its intention to accelerate previously agreed installment payments for the company and other participating employers in the scheme. The company objected to that decision and has reached an agreement with the Trustee to pay the total remaining assessments (aggregating to $4.1 million as of September 30, 2012) in installments through October 2014.

Sonatide Joint Venture

The company has previously disclosed that its existing Sonatide joint venture agreement with Sonangol had been extended to December 31, 2012 to allow ongoing joint venture restructuring negotiations to continue.

The company is continuing discussions with Sonangol to restructure the existing joint venture and overall commercial relationship, although important and fundamental issues in the parties’ efforts to restructure the existing relationship remain outstanding and unresolved. While the parties had several constructive meetings during the quarter ended September 30, 2012, the parties did not make significant progress during the quarter in resolving those issues. If negotiations relating to the Sonatide joint venture are ultimately unsuccessful, the company will work toward an orderly wind up of the joint venture, and the company is preparing itself for that possibility. Based on prior conduct between the parties during this period of uncertainty, we believe that the joint venture would be allowed to honor existing vessel charter agreements through their contract terms. Even though the global market for offshore supply vessels is currently reasonably well balanced, with offshore vessel supply approximately equal to offshore vessel demand, there would likely be negative financial impacts associated with the wind up of the existing joint venture and the possible redeployment of vessels to other markets, including mobilization costs and costs to redeploy Tidewater shore-based employees to other areas,

in addition to lost revenues associated with potential downtime between vessel contracts. These financial impacts could, individually or in the aggregate, be material to our results of operations and cash flows for the periods when such costs would be absorbed. If there is a need to redeploy vessels which are currently deployed in Angola to other international markets, Tidewater believes that there is sufficient demand for these vessels at prevailing market day rates.

Sonangol continues to express a willingness to consider some further contracting activity by the Sonatide joint venture. During the quarter ended September 30, 2012, the Sonatide joint venture entered into two short term contracts, both of which have now expired.

During the nine months ended September 30, 2012, the company redeployed vessels from its Angolan operations to other markets and also transferred vessels into its Angolan operations from other markets. The net reduction in the number of vessels operating in its Angolan operations during this nine month period was not significant. The vessels that were redeployed outside its Angolan operations during the nine months ended September 30, 2012 were chartered at new day rates that were comparable to, or higher than their respective expiring contracts in Angola, in part because of generally improving markets for these vessels.

For the six months ended September 30, 2012, Tidewater’s Angolan operations generated vessel revenues of approximately $134.3 million, or 22%, of its consolidated vessel revenue, from an average of approximately 86 Tidewater-owned vessels that are marketed through the Sonatide joint venture (11 of which were stacked on average during the six months ended September 30, 2012), and, for the six months ended September 30, 2011, generated vessel revenues of approximately $127.8 million, or 25%, of consolidated vessel revenue, from an average of approximately 95 Tidewater-owned vessels (13 of which were stacked on average during the six months ended September 30, 2011). For the year ended March 31, 2012, Tidewater’s Angolan operations generated vessel revenues of approximately $254 million, or 24%, of its consolidated vessel revenue, from an average of approximately 93 Tidewater-owned vessels (14 of which were stacked on average in fiscal 2012), and, for the year ended March 31, 2011, generated vessel revenues of approximately $237 million, or 23%, of consolidated vessel revenue, from an average of approximately 97 vessels (13 of which were stacked on average in fiscal 2011).

In addition to the company’s Angolan operations, which reflect the results of Tidewater-owned vessels marketed through the Sonatide joint venture (owned 49% by Tidewater), ten vessels and other assets are owned by the Sonatide joint venture. As of September 30, 2012 and March 31, 2012, the carrying value of Tidewater’s investment in the Sonatide joint venture, which is included in “Investments in, at equity, and advances to unconsolidated companies,” is approximately $50 million and $46 million, respectively.

Brazilian Customs

In April 2011, two Brazilian subsidiaries of Tidewater were notified by the Customs Office in Macae, Brazil that they were jointly and severally being assessed fines of 155.0 million Brazilian reais (approximately $76.4 million as of September 30, 2012). The assessment of these fines is for the alleged failure of these subsidiaries to obtain import licenses with respect to 17 Tidewater vessels that provided Brazilian offshore vessel services to Petrobras, the Brazilian national oil company, over a three-year period ending December 2009. After consultation with its Brazilian tax advisors, Tidewater and its Brazilian subsidiaries believe that vessels that provide services under contract to the Brazilian offshore oil and gas industry are deemed, under applicable law and regulations, to be temporarily imported into Brazil, and thus exempt from the import license requirement. The Macae Customs Office has now, without a change in the underlying applicable law or regulations, taken the position that the temporary importation exemption is only available to new, and not used, goods imported into Brazil and therefore it was improper for the company to deem its vessels as being temporarily imported. The fines have been assessed based on this new interpretation of Brazilian customs law taken by the Macae Customs Office. After consultation with its Brazilian tax advisors, the company believes that the assessment is without legal justification and that the Macae Customs Office has misinterpreted applicable Brazilian law on duties and customs. The company is vigorously contesting these fines (which it has neither paid nor accrued for) and, based on the advice of its Brazilian counsel, believes that it has a high probability of success with respect to the overturn of the entire amount of the fines, either at the administrative appeal level or, if necessary, in Brazilian courts. In December 2011, an administrative appeals board issued a decision that disallowed 149.0 million Brazilian reais (approximately $73.4 million as of September 30, 2012) of the total fines sought by the Macae Customs Office. The full decision is subject to further administrative appellate review, and the company understands that this further full review by a secondary appellate board is ongoing. The company is contesting the decision with respect to the remaining 6.0 million Brazilian reais (approximately $3.0 million as of September 30, 2012) in fines. The company believes that the ultimate resolution of this matter will not have a material effect on the consolidated financial statements.

Potential for Future Brazilian State Tax Assessment

The company is aware that a Brazilian state in which the company has operations has notified two of the company’s competitors that they are liable for unpaid taxes (and penalties and interest thereon) for failure to pay state import taxes with respect to vessels that such competitors operate within the coastal waters of such state pursuant to charter agreements. The import tax being asserted is equal to a percentage (which could be as high as 16% for vessels entering that state’s waters prior to December 31, 2010 and 3% thereafter) of the affected vessels’ declared values. The company understands that the two companies involved are contesting the assessment through administrative proceedings before the taxing authority.

The company’s two Brazilian subsidiaries have not been similarly notified by the Brazilian state that it has an import tax liability related to its vessel activities imported through that state. Although the company has been advised by its Brazilian tax counsel that substantial defenses would be available if a similar tax claim were asserted against the company, if an import tax claim were to be asserted, it could be for a substantial amount given that the company has had substantial and continuing operations within the territory of the state (although the amount could fluctuate significantly depending on the administrative determination of the taxing authority as to the rate to apply, the vessels subject to the levy and the time periods covered). In addition, under certain circumstances, the company might be required to post a bond or other adequate security in the amount of the assessment (plus any interest and penalties) if it became necessary to challenge the assessment in a Brazilian court. The statute of limitations for the Brazilian state to levy an assessment of the import tax is five years from the date of a vessel’s entry into Brazil. The company has not yet determined the potential tax assessment, and according to the Brazilian tax counsel, chances of defeating a possible claim/notification from the State authorities in court are probable. To obtain legal certainty and predictability for future charter agreements and because the company was importing two vessels to start new charters in Brazil, the company filed two suits on August 22, 2011 and April 5, 2012, respectively, against the Brazilian state and judicially deposited the respective state tax for these newly imported vessels. As of September 30, 2012, no accrual has been recorded for any liability associated with any potential future assessment for previous periods based on management’s assessment, after consultation with Brazilian counsel, that a liability for such taxes was not probable.

Venezuelan Operations

The company has previously reported that in May 2009 the Venezuelan National Assembly enacted a law (the Reserve Law) whereby the Bolivarian Republic of Venezuela (Venezuela) reserved to itself assets and services related to maritime activities on Lake Maracaibo. In May 2009, Petróleos de Venezuela, S.A. (PDVSA), the Venezuelan national oil company, invoking the Reserve Law, took possession of (a) 11 of the company’s vessels that were then supporting PDVSA operations in the Lake Maracaibo region, (b) the company’s shore-based facility adjacent to Lake Maracaibo and (c) certain other related assets. In July 2009, Petrosucre, S.A. (Petrosucre), a subsidiary of PDVSA, took control of four additional company vessels. As a consequence of these measures, the company (i) no longer has possession or control of those assets, (ii) no longer operates them or provides support for their operations, and (iii) no longer has any other vessels or operations in Venezuela. The company recorded a $43.7 million charge in fiscal 2010 to account for the vessel seizures, net of insurance recoveries, and provides for accounts receivables due from PDVSA and Petrosucre.

As a result of these actions, the company filed with the International Centre for Settlement of Investment Disputes (ICSID) a Request for Arbitration against the Republic of Venezuela seeking compensation for the

expropriation of the company’s Venezuelan investments. On January 24, 2011, the arbitration tribunal, appointed under the ICSID Convention to resolve the investment dispute, held its first session on procedural issues in Washington, D.C. The arbitration tribunal established a briefing and hearing schedule related to jurisdictional issues. The briefing and hearings on jurisdiction concluded on March 1, 2012. The company expects the arbitration tribunal to issue a written ruling on jurisdictional issues prior to the end of calendar 2012. To the extent that the arbitration tribunal finds a basis for jurisdiction over this dispute, the company intends to continue diligently to prosecute its claim in the arbitration. While the company believes, after consultation with its advisors, that it is entitled to full reparation for the losses suffered as a result of the actions taken by the Republic, there can be no assurances that the company will prevail in the arbitration.

Completion of Internal Investigation and Settlements with United States and Nigerian Agencies

The company has previously reported that special counsel engaged by the company’s Audit Committee had completed an internal investigation into certain Foreign Corrupt Practices Act (FCPA) matters and reported its findings to the Audit Committee. The substantive areas of the internal investigation have been reported publicly by the company in prior filings.

Special counsel has reported to the Department of Justice (DOJ) and the Securities and Exchange Commission the results of the investigation, and the company has entered into separate agreements with these two U.S. agencies to resolve the matters reported by special counsel. The company subsequently also entered into an agreement with the Federal Government of Nigeria (FGN) to resolve similar issues with the FGN. The company has previously reported the principal terms of these three agreements. Certain aspects of the agreement with the DOJ are set forth below.

Tidewater Marine International Inc. (“TMII”), a wholly-owned subsidiary of the company organized in the Cayman Islands, and the DOJ entered into a Deferred Prosecution Agreement (“DPA”). Pursuant to the DPA, the DOJ deferred criminal charges against TMII for a period of three years and seven days from the date of judicial approval of the Agreement, in return for: (a) TMII’s acceptance of responsibility for, and agreement not to contest or contradict the truthfulness of, the statement of facts and allegations contained in a three-count criminal information to be filed concurrently with the DPA; (b) TMII’s payment of a $7.35 million fine (which has been paid), (c) TMII’s and Tidewater Inc.’s compliance with certain undertakings relating to compliance with the FCPA and other applicable laws in connection with the company’s operations, and cooperation with domestic and foreign authorities in connection with the matters that are the subject of the DPA; (d) TMII’s and Tidewater Inc.’s agreement to continue to address any deficiencies in the company’s internal controls, policies and procedures relating to compliance with the FCPA and other applicable anti-corruption laws, if and to the extent not already addressed; and (e) Tidewater Inc.’s agreement to report to the DOJ in writing annually for the term of the DPA regarding remediation of the matters that are the subject of the DPA, the implementation of any enhanced internal controls, and any evidence of improper payments the company may have discovered during the term of the DPA. Tidewater submitted its first annual report to the DOJ in November 2011.

If TMII and Tidewater Inc. comply with the DPA during its term, the DOJ will not bring the charges set out in the information. In the event TMII or Tidewater Inc. breaches the DPA, the DOJ has discretion to extend its term for up to a year, or bring certain criminal charges against TMII as outlined in the DPA. A federal district court accepted the DPA on November 9, 2010.

Legal Proceedings

Various legal proceedings and claims are outstanding which arose in the ordinary course of business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, will not have a material adverse effect on the company’s financial position, results of operations, or cash flows.

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Other Assets, Accrued Expenses, Other Current Liabilities and Other Liabilities and Deffered Credits

6 Months Ended

Sep. 30, 2012

Other Assets, Accrued Expenses, Other Current Liabilities and Other Liabilities and Deffered Credits

(9) OTHER ASSETS, ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES AND DEFERRED CREDITS

A summary of other assets at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,   2012		March 31,     2012
Recoverable insurance losses	$	3,436		3,150
Deferred income tax assets		68,350		64,090
Deferred finance charges		5,935		6,797
Savings plans and supplemental plan		29,564		29,538
Noncurrent tax receivable		9,106		9,106
Other		3,963		5,173
	$	120,354		117,854

A summary of accrued expenses at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,     2012		March 31,     2012
Payroll and related payables	$	31,392		31,729
Commissions payable		15,390		14,309
Accrued vessel expenses		83,900		76,078
Accrued interest expense		8,085		8,095
Other accrued expenses		5,679		4,742
	$	144,446		134,953

A summary of other current liabilities at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,         2012		March 31,     2012
Taxes payable	$	24,608		23,791
Deferred credits - current		1,165		2,278
Dividend payable		267		156
	$	26,040		26,225

A summary of other liabilities and deferred credits at September 30, 2012 and March 31, 2012 is as follows:

(In thousands)	September 30,              2012		March 31,     2012
Postretirement benefits liability	$	27,946		27,809
Pension liabilities		43,150		40,875
Deferred gain on vessel sales		39,568		39,568
Other		19,755		20,303
	$	130,419		128,555

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Comparison of Total Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012		Mar. 31, 2012
Segment Reporting Information [Line Items]
Marine assets	$ 3,542,590		$ 3,611,068
Investments in, at equity, and advances to unconsolidated companies	50,108		46,077
Total segment assets	3,592,698		3,657,145
Corporate	429,390	[1]	404,473	[1]
Total Assets	4,022,088		4,061,618
Americas
Segment Reporting Information [Line Items]
Marine assets	1,023,442		1,031,962
Asia/Pacific
Segment Reporting Information [Line Items]
Marine assets	613,480		654,357
Middle East/N. Africa
Segment Reporting Information [Line Items]
Marine assets	449,452		405,625
Sub-Saharan Africa/Europe
Segment Reporting Information [Line Items]
Marine assets	$ 1,456,216		$ 1,519,124

[1] Included in Corporate are vessels currently under construction which have not yet been assigned to a non-corporate reporting segment. The vessel construction costs will be reported in Corporate until the earlier of the vessels being assigned to a non-corporate reporting segment or the vessels' delivery. At September 30, 2012 and March 31, 2012, $242.8 million and $249.4 million, respectively, of vessel construction costs are included in Corporate.

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Schedule Of Segment Reporting Information, Revenue By Vessel Class (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	$ 309,822	$ 248,412	$ 599,916	$ 501,727
Americas Fleet Deepwater Vessels
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	44,747	36,639	81,027	73,044
Percentage of revenue	14.00%	15.00%	14.00%	15.00%
Americas Fleet Towing-Supply/Supply
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	31,109	36,648	65,461	72,334
Percentage of revenue	10.00%	15.00%	11.00%	14.00%
Americas Fleet Other
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	6,460	8,605	13,478	17,191
Percentage of revenue	2.00%	3.00%	2.00%	3.00%
Americas Fleet
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	82,316	81,892	159,966	162,569
Percentage of revenue	27.00%	33.00%	27.00%	32.00%
Asia and Pacific Fleet Deepwater Vessels
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	24,592	12,264	49,929	28,193
Percentage of revenue	8.00%	5.00%	8.00%	6.00%
Asia/Pacific Fleet Towing-Supply/Supply
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	20,229	15,870	45,729	34,314
Percentage of revenue	7.00%	6.00%	8.00%	7.00%
Asia And Pacific Other
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	917	993	1,822	2,119
Asia And Pacific Other | Maximum
Segment and Geographic Distribution of Operations [Line Items]
Percentage of revenue	1.00%	1.00%	1.00%	1.00%
Asia/Pacific Fleet
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	45,738	29,127	97,480	64,626
Percentage of revenue	15.00%	12.00%	16.00%	13.00%
Middle East/N.Africa Fleet Deepwater Vessels
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	12,275	11,782	23,559	22,533
Percentage of revenue	4.00%	5.00%	4.00%	4.00%
Middle East/N. Africa Fleet Towing-Supply/Supply
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	18,859	11,616	38,859	25,090
Percentage of revenue	6.00%	5.00%	6.00%	5.00%
Middle East/N. Africa
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	917	1,412	2,083	3,244
Percentage of revenue		1.00%		1.00%
Middle East/N. Africa | Maximum
Segment and Geographic Distribution of Operations [Line Items]
Percentage of revenue	1.00%		1.00%
Middle East/N.Africa Other
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	32,051	24,810	64,501	50,867
Percentage of revenue	10.00%	10.00%	10.00%	10.00%
Sub-Saharan Africa/Europe Fleet Deepwater Vessels
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	67,696	45,605	130,311	84,111
Percentage of revenue	22.00%	18.00%	22.00%	17.00%
Sub-Saharan Africa/Europe Fleet Towing-Supply/Supply
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	63,548	48,698	112,560	101,324
Percentage of revenue	20.00%	20.00%	20.00%	20.00%
Sub Saharan Africa And Europe Fleet Other
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	18,473	18,280	35,098	38,230
Percentage of revenue	6.00%	7.00%	6.00%	8.00%
Sub-Saharan Africa/Europe Fleet
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	149,717	112,583	277,969	223,665
Percentage of revenue	48.00%	45.00%	47.00%	45.00%
Worldwide Fleet Deepwater Vessels
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	149,310	106,290	284,826	207,881
Percentage of revenue	48.00%	43.00%	47.00%	41.00%
Worldwide Fleet Towing-Supply/Supply
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	133,745	112,832	262,609	233,062
Percentage of revenue	43.00%	45.00%	44.00%	46.00%
Worldwide Fleet Other
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	26,767	29,290	52,481	60,784
Percentage of revenue	9.00%	12.00%	9.00%	12.00%
Worldwide Fleet
Segment and Geographic Distribution of Operations [Line Items]
Vessel revenues	$ 309,822	$ 248,412	$ 599,916	$ 501,727
Percentage of revenue	100.00%	100.00%	100.00%	100.00%

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Segment Information, Geographical Data and Major Customers (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Segment Reporting Information [Line Items]
Vessel revenues	$ 309,822		$ 248,412		$ 599,916		$ 501,727
Other operating revenues	2,096		2,482		6,450		3,774
Total revenues	311,918		250,894		606,366		505,501
Vessel operating profit	67,942		25,389		126,420		64,765
Corporate expenses	(12,484)		(9,361)		(22,951)		(18,882)
Depreciation and amortization	36,047		33,807		71,831		67,556
Goodwill impairment			(30,932)				(30,932)
Additions to properties and equipment					189,826		155,058
Gain on asset dispositions, net	1,833		9,458		2,671		11,175
Other operating expense	(94)		(35)		544		(146)
Operating income (loss)	57,197		(5,481)		106,684		25,980
Foreign exchange gain (loss)	529		1,659		(1,222)		2,473
Equity in net earnings of unconsolidated companies	3,357		3,456		5,720		5,945
Interest income and other, net	1,128		766		1,847		1,956
Interest and other debt costs	(7,148)		(4,766)		(14,735)		(8,827)
Earnings (loss) before income taxes	55,063		(4,366)		98,294		27,527
Additions to properties and equipment	111,763		97,239		185,675		166,891
Americas
Segment Reporting Information [Line Items]
Vessel revenues	82,316		81,892		159,966		162,569
Vessel operating profit	9,506		9,530		19,698		21,384
Depreciation and amortization	10,629		9,800		20,721		19,294
Additions to properties and equipment	25,118		2,072		41,896		4,318
Asia/Pacific
Segment Reporting Information [Line Items]
Vessel revenues	45,738		29,127		97,480		64,626
Vessel operating profit	7,826		(4,776)		22,734		494
Depreciation and amortization	4,833		5,039		9,946		10,153
Additions to properties and equipment	5,071		277		5,165		857
Middle East/N. Africa
Segment Reporting Information [Line Items]
Vessel revenues	32,051		24,810		64,501		50,867
Vessel operating profit	6,280		(996)		12,562		(968)
Depreciation and amortization	4,388		4,138		8,467		8,740
Additions to properties and equipment	721		705		1,795		1,153
Sub-Saharan Africa/Europe
Segment Reporting Information [Line Items]
Vessel revenues	149,717		112,583		277,969		223,665
Vessel operating profit	44,330		21,631		71,426		43,855
Depreciation and amortization	15,309		13,849		30,802		27,595
Additions to properties and equipment	36,659		2,540		48,534		6,822
Corporate
Segment Reporting Information [Line Items]
Depreciation and amortization	888		981		1,895		1,774
Additions to properties and equipment	$ 44,194	[1]	$ 91,645	[1]	$ 88,285	[1]	$ 153,741	[1]

[1] Included in Corporate are additions to properties and equipment relating to vessels currently under construction which have not yet been assigned to a non-corporate reporting segment as of the dates presented.

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Schedule Of Tax Rate Applicable To Pre-Tax Earnings, Effective Tax Rate (Detail)	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Tax [Abstract]
Effective tax rate applicable to pre-tax earnings	24.90%	11.70%	24.50%	28.50%

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Commitments And Contingencies (Potential For Future Brazilian State Tax Assessment) - Additional Information (Detail)	6 Months Ended
	Sep. 30, 2012 Y
Commitments and Contingencies Disclosure [Line Items]
Number of competitors notified	2
Statute of limitations, years	5
Maximum, Prior To December 31, 2010
Commitments and Contingencies Disclosure [Line Items]
Import tax, percentage	16.00%
Maximum, After December 31, 2010
Commitments and Contingencies Disclosure [Line Items]
Import tax, percentage	3.00%

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Stockholders' Equity (Tables)

6 Months Ended

Sep. 30, 2012

Schedule Of Common Stock Repurchased And Average Price Paid Per Share

The aggregate cost of common stock repurchased, along with number of shares repurchased, and average price paid per share is as follows:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except share and per share data)	2012		2011		2012		2011
Aggregate cost of common stock repurchased	$	---		---		65,028		---
Shares of common stock repurchased		---		---		1,400,500		---
Average price paid per common share	$	---		---		46.43		---

Schedule Of Dividends Declared

The Board of Directors declared the following dividends for the quarters and six-month periods ended September 30:

	Quarter Ended September 30,				Six Months Ended September 30,
(In thousands, except dividend per share)	2012		2011		2012		2011
Dividends declared	$	12,544		12,975		25,169		25,944
Dividend per share		0.25		0.25		0.50		0.50

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Commitments and Contingencies (Tables)

6 Months Ended

Sep. 30, 2012

Schedule Of Vessel Commitments

The table below summarizes the company’s various vessel commitments to acquire and construct new vessels, by vessel type, as of September 30, 2012:

(In thousands, except vessel count)	Number of Vessels		Total     Cost		Invested         Through          09/30/12		Remaining           Balance           09/30/12
Vessels under construction:
Deepwater platform supply vessels		17	$	541,596		188,160		353,436
Towing-supply/supply		4		75,072		13,811		61,261
Crewboats and other		7		72,692		41,760		30,936
Total vessels under construction		28		688,854		243,731		445,633
Vessels to be purchased:
Deepwater platform supply vessels		2		47,476		7,043		40,433
Total vessels to be purchased		2		47,476		7,043		40,433
Total vessel commitments		30	$	736,840		250,774		485,066

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Commitments And Contingencies (Sonatide Joint Venture) - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended			6 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Mar. 31, 2012	Sep. 30, 2012 ANGOLA Contract	Sep. 30, 2012 Sonatide joint venture Vessel	Mar. 31, 2012 Sonatide joint venture	Sep. 30, 2012 Sonatide joint venture ANGOLA Vessel	Sep. 30, 2011 Sonatide joint venture ANGOLA Vessel	Mar. 31, 2012 Sonatide joint venture ANGOLA Vessel	Mar. 31, 2011 Sonatide joint venture ANGOLA Vessel
Commitments and Contingencies Disclosure [Line Items]
Number of vessel contracts entered						2
Number of vessel contracts expired						2
Vessel revenues	$ 309,822	$ 248,412	$ 599,916	$ 501,727					$ 134,300	$ 127,800	$ 254,000	$ 237,000
Percentage of Angolan operation revenue									22.00%	25.00%	24.00%	23.00%
Number of vessels operating in Angola							10		86	95	93	97
Number of vessels stacked in Angola									11	13	14	13
Ownership Interest In Joint Venture							49.00%
Investments in, at equity, and advances to unconsolidated companies	$ 50,108		$ 50,108		$ 46,077		$ 50,000	$ 46,000

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Indebtedness - Revolving Credit and Term Loan Agreement - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Sep. 30, 2012	Mar. 31, 2012
Debt [Line Items]
Term loan	$ 0	$ 0
Consolidated debt to consolidated total capitalization, ratio	55
Principal repayments due on long term debt	140
Current Credit Facility
Debt [Line Items]
Revolving credit facility	575
Term loan, draws, limit in days	180
Revolving credit facility, remaining borrowing capacity	450
New Credit Facility
Debt [Line Items]
Term loan	125
Revolving line of credit	450
Interest coverage ratio	3.0
Credit facility expiration date	2016-01
Amended term loan draws limit in days	365
Percentage of payment on credit facility term loan portion	1.25%
New Credit Facility | Minimum
Debt [Line Items]
Commitment fee percentage on unused portion	0.15%
New Credit Facility | Maximum
Debt [Line Items]
Commitment fee percentage on unused portion	0.35%
Prime or Federal Funds | Minimum
Debt [Line Items]
Revolving credit rate	0.50%
Prime or Federal Funds | Maximum
Debt [Line Items]
Revolving credit rate	1.25%
Eurodollar Rates | Minimum
Debt [Line Items]
Revolving credit rate	1.50%
Eurodollar Rates | Maximum
Debt [Line Items]
Revolving credit rate	2.25%
Term Loan Facility
Debt [Line Items]
Term loan, available borrowing facility	125
Term loan borrowings outstanding	$ 125

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net earnings	$ 41,356	$ (4,876)	$ 74,212	$ 19,682
Other comprehensive income/(loss):
Unrealized gains/(losses) on available-for-sale securities	419	(980)	(205)	(1,001)
Amortization of loss on derivative contract	117	117	233	233
Total comprehensive income	$ 41,892	$ (5,739)	$ 74,240	$ 18,914

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Income Taxes

6 Months Ended

Sep. 30, 2012

Income Taxes

(3)    INCOME TAXES

Income tax expense for interim periods is based on estimates of the effective tax rate for the entire fiscal year. The effective tax rate applicable to pre-tax earnings, for the quarters and the six-month periods ended September 30, is as follows:

	Quarter Ended September 30,					Six Months Ended September 30,
	2012			2011		2012			2011
Effective tax rate applicable to pre-tax earnings		24.9	%		11.7%		24.5	%		28.5%

The effective tax rate was lower during the six months ended September 30, 2012, as compared to the six months ended September 30, 2011, primarily because of the current expected mix of pre-tax earnings between the company’s United States (U.S.) and international businesses and an expectation for lower estimated operating margin in certain jurisdictions that tax on the basis of deemed profits. In addition, the 24.5% effective tax rate for the six months ended September 30, 2012 is lower than the U.S. statutory income tax rate of 35% primarily because the company has not recognized a U.S. deferred tax liability associated with temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration.

The company’s balance sheet at September 30, 2012 reflects the following in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes:

(In thousands)	September 30,           2012
Tax liabilities for uncertain tax positions	$	15,970
Income tax payable		21,899

The tax liabilities for uncertain tax positions are attributable to a permanent establishment issue related to a foreign joint venture. Penalties and interest related to income tax liabilities are included in income tax expense. Income tax payable is included in other current liabilities.

Unrecognized tax benefits, which would lower the effective tax rate if realized at September 30, 2012, are as follows:

(In thousands)	September 30,           2012
Unrecognized tax benefit related to state tax issues	$	8,736
Interest receivable on unrecognized tax benefit related to state tax issues		64

With limited exceptions, the company is no longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for years prior to 2005. The company has ongoing examinations by various U.S. federal, state and foreign tax authorities and does not believe that the results of these examinations will have a material adverse effect on the company’s financial position or results of operations.

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Schedule Of Other Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Mar. 31, 2012
Other Assets, Accrued Expenses, Other Current Liabilities, And Other Liabilities And Deferred Credits [Abstract]
Recoverable insurance losses	$ 3,436	$ 3,150
Deferred income tax assets	68,350	64,090
Deferred finance charges	5,935	6,797
Savings plans and supplemental plan	29,564	29,538
Noncurrent tax receivable	9,106	9,106
Other	3,963	5,173
Other assets	$ 120,354	$ 117,854

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Subsequent Events - Additional Information (Detail) (Subsequent Event, Deepwater Platform Supply Vessels, USD $) In Millions, unless otherwise specified	Oct. 31, 2012
Subsequent Event | Deepwater Platform Supply Vessels
Subsequent Event [Line Items]
Total cost of vessel elected to repurchase	$ 8.4

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Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2012

Schedule of Fair Value Assets and Liabilities Measured on a Recurring Basis

The following table provides the fair value hierarchy for the plan assets measured at fair value as of September 30, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity securities:
Common stock	$	7,976		7,976		---		---
Preferred stock		11		11		---		---
Foreign stock		620		620		---		---
American depository receipts		1,943		1,893		50		---
Preferred American depository receipts		9		9		---		---
Real estate investment trusts		90		90		---		---
Debt securities:
Government debt securities		2,833		1,069		1,764		---
Open ended mutual funds		2,649		2,649		---		---
Cash and cash equivalents		883		(40)		923		---
Total	$	17,014		14,277		2,737		---
Other pending transactions		(110)		(110)		---		---
Total fair value of plan assets	$	16,904		14,167		2,737		---

The following table provides the fair value hierarchy for the plan assets measured at fair value as of March 31, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity securities:
Common stock	$	8,248		8,248		---		---
Preferred stock		12		12		---		---
Foreign stock		542		542		---		---
American depository receipts		2,166		2,108		58		---
Preferred American depository receipts		8		8
Real estate investment trusts		139		139		---		---
Debt securities:
Government debt securities		2,891		1,219		1,672		---
Open ended mutual funds		2,690		2,690		---		---
Cash and cash equivalents		922		401		521		---
Total	$	17,618		15,367		2,251		---
Other pending transactions		(252)		(252)		---		---
Total fair value of plan assets	$	17,366		15,115		2,251		---

Schedule Of Fair Value Other Financial Instruments Measured

The following table provides the fair value hierarchy for the company’s other financial instruments measured as of September 30, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant     unobservable     inputs     (Level 3)
Cash equivalents	$	77,439		77,439		---		---
Long-term British pound forward derivative contracts		4,571		---		4,571		---
Total fair value of assets	$	82,010		77,439		4,571		---

The following table provides the fair value hierarchy for the company’s other financial instruments measured as of March 31, 2012:

(In thousands)	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant     unobservable     inputs     (Level 3)
Cash equivalents	$	288,446		288,446		---		---
Long-term British pound forward derivative contracts		7,042		---		7,042		---
Total fair value of assets	$	295,488		288,446		7,042		---

Schedule Of Fair Value Assets And Liabilities Measured On Nonrecurring Basis

The impairment charges were recorded in gain on asset dispositions, net.

	Quarter Ended                  September 30,				Six Months Ended         September 30,
(In thousands, except number of assets)	2012		2011		2012		2011
Amount of impairment incurred	$	790		256		3,564		2,570
Combined fair value of assets incurring impairment		1,192		—		8,602		3,913

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Employee Benefit Plans - Additional Information (Detail) (USD $)	6 Months Ended
	Sep. 30, 2012 Person	Sep. 30, 2011
Employee Retirement Plans [Abstract]
Number of employers participated in defined benefit plan	60
Defined benefit plan, employer contributions	$ 0	$ 0
Chief Executive Officer
Employee Retirement Plans [Abstract]
Settlement loss that will be recorded at the time of distribution	4,400,000
Chief Executive Officer | Next Fiscal Year
Employee Retirement Plans [Abstract]
Distribution in settlement of plan obligation	$ 12,600,000

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Subsequent Events

6 Months Ended

Sep. 30, 2012

Subsequent Events

(13)    SUBSEQUENT EVENTS

During October 2012, the company elected to repurchase, for a total $8.4 million, a platform supply vessel that it had sold and leased back during fiscal 2006. Please refer to the “Off-Balance Sheet Arrangements” section of Management Discussion and Analysis in Item 2 of this report for a discussion on the company’s sale/leaseback vessels.