Note 9 - Employee Retirement Plans

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Retirement Benefits [Text Block]

(9) EMPLOYEE RETIREMENT PLANS

Defined Benefit Pension Plan

We have a defined benefit pension plan (pension plan) that covers certain U.S. employees. On December 31, 2010, the pension plan was frozen and accrual of benefits was discontinued. We did not contribute to the plan during the years ended December 31, 2022, 2021 and 2020, respectively. We may contribute to this plan in 2023, but the amount, if any, has not been determined. We had defined benefit pension plans that covered a small number of current and former Norwegian employees. All Norwegian plan participants were transferred from our defined benefit plans into a defined contribution plan during 2020. Amounts contributed to these defined benefit plans were immaterial during the year ended December 31, 2020. 

Supplemental Executive Retirement Plan

We offered a non-contributory, defined benefit supplemental executive retirement plan (supplemental plan) that provides pension benefits to certain employees in excess of those allowed under our tax-qualified pension plan. The supplemental plan was closed to new participation in 2010 and was frozen effective January 1, 2018. We contributed $1.6 million for each of the years ended December 31, 2022, 2021 and 2020. Any future accrual of benefits under the supplemental plan or other contributions to the supplemental plan will be determined at our sole discretion.

Investment Strategies

U.S. Pension Plan

The obligations of our pension plan are supported by assets held in a trust for the payment of benefits. We are obligated to adequately fund the trust. For the pension plan assets, we have the following primary investment objectives: (1) closely match the cash flows from the plan’s investments from interest payments and maturities with the long-term financial obligations from the plan’s liabilities; and (2) enhance the plan’s investment returns without taking on undue risk by industries, maturities or geographies of the underlying investment holdings.

The plan has historically invested in a fixed income only strategy, however it was determined in 2020 that the portfolio should be more broadly diversified. The pension plan’s current target rate of return is 150 basis points above the simple average of the Bloomberg Barclays US Aggregate Bond Index return and the total return of the S&P 500 including dividends.

The fixed income portion of the pension plan investment portfolio is comprised primarily of US Government bonds. The remainder of the portfolio will include a well-diversified structure that will include a wide array of asset classes comprised of domestic equities with a small percentage allocated to foreign markets. Alternative investments are allowed but may not exceed 25% of the market value of the portfolio. Illiquid equity holdings, private placements or restricted equities are not permissible investments for the plan.

The cash flow requirements of the pension plan are analyzed at least annually. The plan does not invest in Tidewater stock.

Our policy for the pension plan is to contribute no less than the minimum required contribution by law and no more than the maximum deductible amount. The pension plan assets are periodically evaluated for concentration risks. As of December 31, 2022, we did not have any individual asset investments that comprised 10% or more of each plan’s overall assets.

U.S. Pension Plan Asset Allocations

The following table provides the actual asset allocations for the pension plan:

	Actual as of			Actual as of
	December 31, 2022			December 31, 2021
U.S. Pension plan:
Cash		3	%		2	%
Debt securities		28	%		34	%
Equity securities		69	%		64	%
Total		100	%		100	%

Fair Value of Pension Plans Assets

Tidewater’s plan assets are accounted for at fair value and are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement, except for investments for which fair value is measured using the net asset value per share expedient.

The following table provides the fair value hierarchy for our domestic pension plan measured at fair value as of December 31, 2022:

			Quoted prices in		Significant		Significant
			active		observable		unobservable		Measured at
(In Thousands)			markets		inputs		inputs		Net Asset
	Fair Value		(Level 1)		(Level 2)		(Level 3)		Value
Pension plan measured at fair value:
Equity securities, primarily exchange traded funds	$	31,196	$	26,847	$	1,147	$	3,202	$	—
Debt securities		12,928		3,434		9,494		—		—
Cash and cash equivalents		1,253		—		1,253		—		—
Total fair value of plan assets	$	45,377	$	30,281	$	11,894	$	3,202	$	—

The fair value hierarchy for the pension plans assets measured at fair value as of December 31, 2021, are as follows:

			Quoted prices in		Significant		Significant
			active		observable		unobservable		Measured at
(In Thousands)			markets		inputs		inputs		Net Asset
	Fair Value		(Level 1)		(Level 2)		(Level 3)		Value
Pension plan measured at fair value:
Equity securities, primarily exchange traded funds	$	36,240	$	36,240	$	—	$	—	$	—
Debt securities, primarily exchange traded funds		19,628		19,628		—		—		—
Cash and cash equivalents		911		—		911		—		—
Total fair value of plan assets	$	56,779	$	55,868	$	911	$	—	$	—

In 2022 the pension plan purchased $3.0 million in assets classified as level 3 securities under the fair value hierarchy.  The fair value of these investments was determined by nationally recognized, independent valuation firms.

Plan Assets and Obligations

Changes in combined plan assets and obligations and the funded status of the U.S. defined benefit pension plan, Norway’s defined benefit pension plan (discontinued in the fourth quarter of 2020), and the supplemental plan (Pension Benefits), are as follows:

(In Thousands)	Year Ended December 31,
	2022			2021			2020
Change in benefit obligation:
Benefit obligation at beginning of the period	$	84,308		$	88,960		$	91,654
Service cost		—			—			112
Interest cost		2,313			2,168			2,907
Benefits paid		(5,667	)		(5,693	)		(5,990	)
Actuarial (gain) loss (A)		(16,681	)		(1,127	)		5,277
Settlement		—			—			(4,407	)
Foreign currency exchange rate changes		—			—			(593	)
Benefit obligation at end of the period	$	64,273		$	84,308		$	88,960
Change in plan assets:
Fair value of plan assets at beginning of the period	$	56,779		$	56,495		$	59,625
Actual return		(7,337	)		4,374			6,890
Actuarial loss		—			—			18
Administrative expenses		—			—			(49	)
Employer contributions		1,603			1,603			1,615
Benefits paid		(5,667	)		(5,693	)		(5,990	)
Settlement		—			—			(5,000	)
Foreign currency exchange rate changes		—			—			(614	)
Fair value of plan assets at end of the period		45,378			56,779			56,495
Unfunded status at end of the period	$	(18,895	)	$	(27,529	)	$	(32,465	)
Net amount recognized in the balance sheet consists of:
Current liabilities	$	(1,575	)	$	(1,578	)	$	(1,524	)
Noncurrent liabilities		(17,320	)		(25,951	)		(30,941	)
Net amount recognized	$	(18,895	)	$	(27,529	)	$	(32,465	)

     (A) The change in the actuarial (gain) loss for the three years ended December 31, 2022 was primarily attributable to changes in the discount rate.

The following table provides combined information for pension plans with an accumulated benefit obligation in excess of plan assets (includes both the pension plans and supplemental plan):

(In Thousands)	December 31,		December 31,
	2022		2021
Projected and accumulated benefit obligation	$	64,273	$	84,308
Fair value of plan assets		45,378		56,779

Net periodic combined benefit cost for the pension plans and the supplemental plan includes the following components:

(In Thousands)	Year Ended December 31,
	2022			2021			2020
Service cost	$	—		$	—		$	109
Interest cost		2,313			2,168			2,907
Expected return on plan assets		(3,006	)		(2,174	)		(2,191	)
Administrational expenses		—			—			49
Payroll tax of net pension costs		—			—			14
Amortization of net actuarial losses		63			145			(5	)
Settlement/curtailment loss		—			—			738
Net periodic pension cost	$	(630	)	$	139		$	1,621

The components of the net periodic combined pension cost, except for the service costs are included in the caption “Interest income and other, net.” Service costs are included in the caption “Vessel operating costs.”

Other changes in combined plan assets and benefit obligations recognized in other comprehensive (income) loss include the following components:

	Pension Benefits
(In Thousands)	Year Ended December 31,
	2022			2021			2020
Total net gain recognized in other comprehensive (income) loss	$	(6,404	)	$	(3,472	)	$	(568	)

We do not expect to recognize any unrecognized actuarial (loss) gain or unrecognized prior service credit (cost) as a component of net periodic benefit costs during the next year.

Discount rates of 5.47% and 2.85% were used to determine net benefit obligations as of December 2022 and 2021, respectively.

Assumptions used to determine net periodic benefit costs are as follows:

	Pension Benefits
	2022			2021
Discount rate		2.9	%		2.5	%
Expected long-term rate of return on assets		5.5	%		4.0	%

To develop the expected long-term rate of return on assets assumption, we considered the current level of expected returns on various asset classes. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected return on plan assets assumption for the portfolio.

Based upon the assumptions used to measure our qualified pension benefit obligations at December 31, 2022, we expect that the combined benefits for the pension and the supplemental plan to be paid over the next ten years will be as follows:

	Pension
Year ending December 31, (In Thousands)	Benefits
2023	$	5,841
2024		5,792
2025		5,727
2026		5,634
2027		5,513
2028 – 2032		25,440
Total 10-year estimated future benefit payments	$	53,947

Defined Contribution Plans

Retirement Contributions

We ceased contributing to the employee retirement plan effective January 1, 2018. Any future employer contributions to this plan will be determined at our discretion.

401(k) Savings Contribution

Upon meeting various citizenship, age and service requirements, employees are eligible to participate in a defined contribution savings plan and can contribute from 2% to 75% of their base salary to an employee benefit trust. Effective October 31, 2021, we matched, in cash, 50% of the first 6% of eligible compensation deferred by the employee. For the years ended December 31, 2022 and 2021, we contributed $0.3 million and $0.1 million, respectively.

The plan held no shares of Tidewater common stock for the years ended December 31, 2022 and 2021, respectively.

Other Plans

A non-qualified supplemental savings plan is provided to executive officers who defer additional eligible compensation that cannot be deferred under the existing 401(k) plan due to IRS limitations. An optional company match or contribution of restoration benefits was ceased effective January 1, 2018.

We also provide retirement benefits to our eligible non-U.S. citizen employees working outside their respective country of origin pursuant to a self-directed multinational defined contribution retirement plan provided the employees were not enrolled in any home country pension or retirement program. Participants could contribute 1% to 50% of their base salary. A company match was ceased prior to January 1, 2018.

Multi-employer Pension Obligations

Certain of our current and former U.K. subsidiaries are participating in two multi-employer retirement funds known as the Merchant Navy Officers Pension Fund, or MNOPF and the Merchant Navy Ratings Pension Fund or MNRPF. At December 31, 2022 and 2021, we had recorded $1.3 million and $0.9 million, respectively, related to these liabilities. An actuarial firm calculates the status of the funds every several years. The last assessment was completed in March 2021 for the MNOPF Plan and March 2020 for the MNRPF Plan and the plan assets exceed 90% of the projected benefit obligations for both plans. We expense $0.2 million per annum for these plans.