PENSION, OTHER POSTRETIREMENT BENEFIT PLANS AND BENEFIT LIABILITIES | NOTE 15 — PENSION, OTHER POSTRETIREMENT BENEFIT PLANS AND BENEFIT LIABILITIES For the years ended December 31, 2022 and 2021, pension and other benefit liabilities are included in other liabilities on the consolidated balance sheets. Pension Plans In connection with the November 2006 acquisition of Maritrans, the Company assumed the obligations under the defined benefit retirement plan of Maritrans Inc. (“the Maritrans Plan”). As of December 31, 2006, the Company froze the benefits under the Maritrans Plan. At December 31, 2022, the Maritrans Plan is the only defined benefit pension plan in existence at the Company. The Maritrans Plan was noncontributory and covered substantially all shore-based employees and substantially all of the seagoing supervisors who were supervisors in 1984, or who were hired in, or promoted into, supervisory roles between 1984 and 1998 for that period of time. Beginning in 1999, the seagoing supervisors’ retirement benefits are provided through contributions to an industry-wide, multiemployer union sponsored pension plan. Upon retirement, those seagoing supervisors are entitled to retirement benefits from the Maritrans Plan for service periods between 1984 and 1998 and from the multiemployer union sponsored plan for other covered periods. Retirement benefits are based primarily on years of service and average compensation for the five consecutive plan years that produce the highest results. Multiemployer Pension and Postretirement Benefit Plans The Company’s subsidiaries are parties to collective-bargaining agreements that require them to make contributions to three jointly managed (Company and union) multiemployer pension plans covering seagoing personnel of U.S. Flag vessels. All three plans, the American Maritime Officers (“AMO”) Pension Plan, the Seafarers Pension Plan (“SIU”) and the Marine Engineers’ Beneficial Association (“MEBA”) Defined Benefit Pension Plan, are deemed individually significant by management. Plan level information is available in the public domain for each of the multiemployer pension plans the Company participates in. The table below provides additional information about the Company’s participation in the above multi-employer pension plans: SCHEDULE OF MULTIEMPLOYER PLANS Pension Protection Act Contributions made Pension Plan EIN / Pension 2022 2021 Rehabilitation 2022 2021 AMO Pension Plan 13-1936709 Green (1) Green (1) None $ 453 $ 795 MEBA Pension Plan 51-6029896 Green (1) Green (1) None 3,172 2,748 Seafarers Pension Plan 13-6100329 Green (1) Green (1) None 295 222 Total contributions $ 3,920 $ 3,765 (1) A “Yellow” Zone Status plan is a plan that has a funding ratio between 65 80 80 The plan years for the three union plans end as follows: MEBA and SIU on December 31 and AMO on September 30. The Company has no future minimum contribution requirements under the three multiemployer pension plans shown above as of December 31, 2022 and any future contributions are subject to negotiations between the employers and the unions. ERISA requires employers who are contributors to U.S. multiemployer plans to continue funding their allocable share of each plan’s unfunded vested benefits in the event of withdrawal from or termination of such plans. Based on information received from the trustees of the SIU Pension Plan, the Company is not subject to withdrawal liabilities under that plan. Based on the actuarial report received from the trustees of the MEBA Pension Plan, as of December 31, 2021, the Company’s estimated withdrawal liability would have been approximately $33,016 h y $19,694 no The SIU – Tug Agreement and AMO collective bargaining agreements for OSG expire in March 2024. The ATC MEBA collective bargaining agreement expires in May 2024 and the SIU – Tanker Agreement for OSG and MEBA for the Parent Company collective bargaining agreements expire in June 2027. Postretirement Benefit Plans The Company also provides certain postretirement health care and life insurance benefits to qualifying domestic retirees and their eligible dependents (“OSG Postretirement Plan”). The health care plan for shore-based employees and their dependents and seagoing licensed deck officers (“Deck Officers”) and their dependents is contributory at retirement, while the life insurance plan for all employees is noncontributory. In general, postretirement medical coverage is provided to shore-based employees hired prior to January 1, 2005 and all Deck Officers who retire and have met minimum age and service requirements under a formula related to total years of service. The Company no longer provides prescription drug coverage to its retirees or their beneficiaries once they reach age 65. The Company does not currently fund these benefit arrangements and has the right to amend or terminate the health care and life insurance benefits at any time. Information with respect to the domestic pension and postretirement benefit plans for which the Company uses a December 31 measurement date, follow: SCHEDULE OF BENEFIT OBLIGATIONS IN EXCESS OF FAIR VALUE OF PLAN ASSETS Pension Benefits Other Benefits At December 31, 2022 2021 2022 2021 Change in benefit obligation: Benefit obligation at beginning of year $ 45,470 $ 48,979 $ 5,537 $ 5,871 Cost of benefits earned (service cost) — — 180 203 Interest cost on benefit obligation 1,218 1,120 153 165 Actuarial gains (9,625 ) (1,868 ) (1,939 ) (435 ) Benefits paid (2,750 ) (2,761 ) (220 ) (267 ) Plan Amendments — — — — Acquisition — — — — Benefit obligation at year end 34,313 45,470 3,711 5,537 Change in plan assets: Fair value of plan assets at beginning of year 44,872 42,216 — — Actual return on plan assets (7,054 ) 5,257 — — Employer contributions — 160 — 267 Benefits paid (2,750 ) (2,761 ) — (267 ) Fair value of plan assets at year end 35,068 44,872 — — Funded/(unfunded status) at December 31 $ 755 $ (598 ) $ (3,711 ) $ (5,537 ) Information for defined benefit pension plans with accumulated benefit obligations in excess of plan assets follows: SCHEDULE OF ACCUMULATED BENEFIT OBLIGATIONS IN EXCESS OF FAIR VALUE OF PLAN ASSETS At December 31, 2022 2021 Projected benefit obligation $ 34,313 $ 45,470 Accumulated benefit obligation 34,313 45,470 Fair value of plan assets 35,068 44,872 Information for defined benefit pension plans and other postretirement benefit plans net periodic (benefit)/cost follows: SCHEDULE OF NET BENEFIT COSTS For the year ended December 31, 2022 2021 2022 2021 Pension Benefits Other Benefits For the year ended December 31, 2022 2021 2022 2021 Components of expense: Cost of benefits earned $ — $ — $ 180 $ 203 Interest cost on benefit obligation 1,218 1,120 153 165 Expected return on plan assets (3,152 ) (2,970 ) — — Amortization of prior-service costs — — (722 ) (722 ) Recognized net actuarial loss — 335 (27 ) — Net periodic benefit cost $ (1,934 ) $ (1,515 ) $ (416 ) $ (354 ) The weighted-average assumptions used to determine benefit obligations follow: SCHEDULE OF ASSUMPTIONS USED Pension Benefits Other Benefits At December 31, 2022 2021 2022 2021 Discount rate 5.45 % 2.80 % 5.65 % 3.10 % The selection of a single discount rate for the Maritrans Plan was derived from bond yield curves, which the Company believed as of such dates to be appropriate for ongoing plans with a long duration, such as the Maritrans Plan, and that generally mirror the type of high yield bond portfolio the Company could acquire to offset its obligations under the Maritrans Plan. The weighted-average assumptions used to determine net periodic benefit cost follow: SCHEDULE OF ASSUMPTIONS USED Pension Benefits Other Benefits For the year ended December 31, 2022 2021 2022 2021 Discount rate 2.80 % 2.35 % 3.10 % 2.90 % Expected (long-term) return on plan assets 7.25 % 7.25 % — — The assumed health care cost trend rate for measuring the benefit obligation included in Other Benefits above is an increase of 6.50 4.75 Expected benefit payments for the following ten years are as follows: SCHEDULE OF EXPECTED BENEFIT PAYMENTS Pension Benefits Other Benefits 2023 $ 2,907 $ 225 2024 2,978 222 2025 3,033 212 2026 3,034 223 2027 2,986 230 2028-2032 13,737 1,236 Total $ 28,675 $ 2,348 The expected long-term rate of return on plan assets is based on the current and expected asset allocations. Additionally, the long-term rate of return is based on historical returns, investment strategy, inflation expectations and other economic factors. The expected long-term rate of return is then applied to the market value of plan assets. The fair values of the Company’s pension plan assets, which are valued based Level 1 inputs, at December 31, 2022 and 2021, by asset category are as follows: SCHEDULE OF CHANGES IN FAIR VALUE OF PLAN ASSETS Fair Value Level 1 At December 31, 2022 2021 Cash and cash equivalents $ 659 $ 822 Equity securities: Large cap exchange traded fund 12,744 17,005 Small company - mid value 2,140 2,868 Small company - mid growth 2,099 2,724 International value 2,625 3,181 International growth 2,694 3,360 Fixed income and preferred stock: Short duration bond 5,973 — Intermediate term bond fund 6,111 14,870 Small company - mid value - preferred stock 23 42 Total $ 35,068 $ 44,872 Plan fiduciaries of the Retirement Plan of Maritrans, Inc. set investment policies, strategies and oversee its investment allocation, which includes selecting investment managers and setting long term strategic targets. The primary strategic investment objective is to maximize total return while maintaining a broadly diversified portfolio for the primary purpose of satisfying obligations for future benefit payments. Equities are the primary holdings of the Retirement Plan of Maritrans, Inc. Other investments, including fixed income investments, provide diversification, and, in certain cases, lower the volatility of returns. In general, equity can range from 55 75 25 45 5 During the year ended December 31, 2022, the Company did not make any contributions to the Maritrans Plan and contributed $160 Defined Contribution Plans The Company also had defined contribution plans covering all eligible employees. Contributions are limited to amounts allowable for income tax purposes. Commencing in 2006, employer contributions include both employer contributions made regardless of employee contributions and matching contributions to the plans. All contributions to the plans are at the discretion of the Company. The Company’s contributions to the plan were $ 3,304 2,415 The Company also has an unfunded, nonqualified supplemental savings plan covering highly compensated U.S. shore-based employees of the Company, which was terminated in connection with the Company’s filing for bankruptcy in 2012. This plan provided for levels of hypothetical employer contributions that would otherwise have been made under the Company’s defined contribution plans in the absence of limitations imposed by income tax regulations. The Company’s unfunded obligations under this plan at December 31, 2022 and 2021 were not material. Benefit Liabilities As part of the acquisition of Alaska Tanker Company in 2020, the Company assumed liabilities related to a deferred compensation plan. The deferred compensation plan was an unfunded, nonqualified plan that allowed eligible employees to defer up to 100 50 5 20 7,177 10,727 1,006 2,640 6,171 8,087 |