Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 20182019
 
 OR 
¨
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 001-31617
Bristow Group Inc.
(Exact name of registrant as specified in its charter) 
Delaware 72-0679819
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification Number)
  
2103 City West Blvd.,3151 Briarpark Drive,
4thFloorSuite 700
Houston, Texas
 
77042
(Zip Code)
(Address of principal executive offices)  
Registrant’s telephone number, including area code: (713) 267-7600
Securities registered pursuant to Section 12(b) of the Act: 
Title of each ClassclassTrading symbol(s) Name of each exchange on which registered
Common Stock ($.01 par value) N/A
None(1)
_____
(1) Prior to May 13, 2019, the registrant’s Common Stock was traded on the New York Stock ExchangeExchange.
Securities registered pursuant to Section 12(g) of the Act: NONE  
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES  ¨    NO  þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 
YES  ¨    NO  þ
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 for 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  þ¨ NO  ¨þ
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                   YESYES�� þ NO¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer¨Accelerated filerþNon-accelerated filer¨Smaller reporting company¨Emerging growth company¨
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES  ¨    NO  þ
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant, based upon the closing price on the New York Stock Exchange, as of September 30, 20172018 was $301,657,750.$429,521,408.
The number of shares outstanding of the registrant’s Common Stock as of May 18, 2018October 25, 2019 was 35,649,881.35,918,916.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant’s Definitive Proxy Statement, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the Registrant’s fiscal year, are incorporated by reference under Part III of this Form 10-K.None.

BRISTOW GROUP INC.
INDEX — ANNUAL REPORT (FORM 10-K)
 
  Page
 
 
   
  
   
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
  
   
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
   
  
   
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
  
   
Item 15.
Item 16.

BRISTOW GROUP INC.
ANNUAL REPORT (FORM 10-K)
INTRODUCTION
This Annual Report on Form 10-K is filed by Bristow Group Inc., which we refer to as Bristow Group or the Company.
We use the pronouns “we”, “our” and “us” and the term “Bristow Group” to refer collectively to Bristow Group and its consolidated subsidiaries and affiliates, unless the context indicates otherwise. We also own interests in other entities that we do not consolidate for financial reporting purposes, which we refer to as unconsolidated affiliates, unless the context indicates otherwise. Bristow Group, Bristow Aviation Holdings Limited (“Bristow Aviation”), our consolidated subsidiaries and affiliates, and the unconsolidated affiliates are each separate legal entities, and our use of the terms “we”, “our” and “us” does not suggest that we have abandoned their separate identities or the legal protections given to them as separate legal entities. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ended March 31, 20182019 is referred to as “fiscal year 2018”2019”.
We are a Delaware corporation incorporated in 1969. Our executive offices are located at 2103 City West Blvd., 4th Floor,3151 Briarpark Drive, Suite 700, Houston, Texas 77042. Our telephone number is (713) 267-7600.
Our website address is http://www.bristowgroup.com. We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this Annual Report. All of our periodic report filings with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for fiscal periods ended on or after December 15, 2002 are made available, free of charge, through our website, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports. These reports are available through our website as soon as reasonably practicable after we electronically file or furnish such material to the SEC. In addition, the public may readSEC maintains an Internet site that contains reports, proxy and copy any materials weinformation statements and other information regarding issuers that file electronically with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or on the SEC’s Internet website located at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.www.sec.gov.
FORWARD-LOOKING STATEMENTS
This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our clients,customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”, “would”, “could”, “should” or other similar words; however, all statements in this Annual Report, other than statements of historical fact or historical financial results, are forward-looking statements.
Our forward-looking statements reflect our views and assumptions on the date we are filing this Annual Report regarding future events and operating performance. We believe that they are reasonable, but they involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Accordingly, you should not put undue reliance on any forward-looking statements.
You should consider the following key factors when evaluating these forward-looking statements:
risks and uncertainties relating to our Chapter 11 Cases (as defined herein), including but not limited to: our ability to obtain Bankruptcy Court (as defined herein) approval with respect to motions in the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and our various constituents; the impact of Bankruptcy Court rulings in the Chapter 11 Cases; the ultimate outcome of the Chapter 11 Cases in general; the length of time we will operate under the Chapter 11 Cases; attendant risks associated with restrictions on our ability to pursue our business strategies; risks associated with third-party motions in the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on our liquidity; the cancellation of our common stock in the Chapter 11 Cases; the potential material adverse effect of claims that are not discharged in the Chapter 11 Cases; uncertainty regarding our ability to retain key personnel; and uncertainty and continuing risks associated with our ability to achieve our stated goals and continue as a going concern;
our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure;

adverse changes in our ability to obtain financing or enter into definitive agreements with respect to financings on terms that are favorable to us;
the possibility that we may be unable to maintain compliance with covenants in our financing agreements;
fluctuations in worldwide prices of and demand for oil and natural gas;
fluctuations in levels of oil and natural gas exploration, development and production activities;
fluctuations in the demand for our services;
the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
the possibility that we may impair our long-lived assets, including goodwill, inventory, property and equipment and investments in unconsolidated affiliates;
the possibility that the major oil companies do not expand internationally and offshore;
the possibility that we may be unable to defer payment on certain aircraft into future fiscal years or take delivery of certain aircraft later than initially scheduled;
the possibility that we may impair our long-lived assets, including goodwill, property and equipment and investments in unconsolidated affiliates;
the possibility of changes in tax and other laws and regulations;
the possibility that the major oil companies do not continue to expand internationally and offshore;
the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;

the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
general economic conditions, including the capital and credit markets;
fluctuations in worldwide prices of and demand for oil and natural gas;
the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;
the possibility of significant changes in foreign exchange rates and controls, including as a result of voters in the U.K. having approved the exit of the U.K. (“Brexit”) from the European Union (“E.U.”);
the existenceimpact of competitors;continued uncertainty surrounding Brexit negotiations;
potential effects of increased competition;
the possibility that we may be unableinability to obtain financing or enter into definitive agreements with respectremediate the material weaknesses identified in internal controls over financial reporting relating to financings on terms that are favorable to us or maintain compliance with covenants in our financing agreements;
the possibility that we may lack sufficient liquidity or access to additional financing sources to continue to finance contractual commitments;monitoring control processes;
the existence of operating risks inherent in our business, including the possibility of declining safety performance;
the possibility of political instability, war or acts of terrorism in any of the countries where we operate;
the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of search and rescue (“SAR”) contract terms or delays in receiving payments;
the possibility that we or our suppliers may be unable to deliver new aircraft on time or on budget;
the possibility that we may be unable to acquire additional aircraft due to limited availability or unable to exercise aircraft purchase options;
the possibility that clientscustomers may reject our aircraft due to late delivery or unacceptable aircraft design or operability;
the possibility that we may be unable to successfully execute on our strategic priorities;
the significant changes in our stock price, the liquidity of the market for our common stock and the risk of future declines or fluctuations, including limitations caused by the delisting of our common stock from the New York Stock Exchange and the subsequent trading of our common stock in less established markets; and
the possibility that we do not achieve the anticipated benefits from the addition of new-technology aircraft to our fleet.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. For a more detailed description of risk factors, please see the risks and uncertainties described under Item 1A. “Risk Factors” included elsewhere in this Annual Report.
All forward-looking statements in this Annual Report are qualified by these cautionary statements and are only made as of the date of this Annual Report. We do not undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I
Item 1.    Business
Overview
We are the leading global industrial aviation services provider based on the number of aircraft operated. We have a long history in industrial aviation services through Bristow Helicopters Ltd. (“Bristow Helicopters”) and Offshore Logistics, Inc., which were founded in 1955 and 1969, respectively. We have major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore energy producing regions of the world, including Australia, Brazil, Canada, RussiaGuyana and Trinidad. We provide private sectorcommercial SAR services in Australia, Canada, Guyana, Norway, Russia, Trinidad and the United States. We provide public sector SAR services in the U.K. on behalf of the Maritime & Coastguard Agency.Agency (“MCA”). We also provide regional fixed wing scheduled and charter services in the U.K., Nigeria and Australia through our consolidated affiliates, Eastern Airways International Limited (“Eastern Airways”) andaffiliate, Capiteq Limited, operating under the name of Airnorth, respectively.Airnorth. These operations support our primary industrial aviation services operations in those markets, creating a more integrated logistics solution for our clients.customers. We also provided regional fixed wing scheduled and charter services in the U.K. through a consolidated affiliate, Eastern Airways International Limited (“Eastern Airways”), until our disposal of Eastern Airways on May 10, 2019.
On May 11, 2019 (the “Petition Date”), Bristow Group Inc. and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court the Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates (the “Original Plan”) and the Disclosure Statement related thereto. On August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates (as further modified on August 22, 2019 and September 30, 2019, the “Amended Plan”) and the Disclosure Statement related thereto (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On August 26, 2019, the Bankruptcy Court entered an order conditionally approving the Amended Disclosure Statement and approving the Debtors’ commencement of solicitation of votes on the Amended Plan. On September 16, 2019, the Debtors filed with the Bankruptcy Court a supplement to the Amended Plan, which included various documentation related to the Amended Plan, including, among other things, a form of warrant agreement, a form of registration rights agreement, a form of stockholders agreement and forms of organizational documents for the reorganized Company. Prior to the hearing to confirm the Amended Plan held on October 4, 2019, the Debtors filed additional documentation, including a partial list of the directors expected to be named to the reorganized Company and additional information about our post-emergence management incentive program. On October 8, 2019, the Bankruptcy Court entered an order (the “Confirmation Order”) approving the Amended Disclosure Statement and confirming the Amended Plan.
The Debtors expect that the effective date of the Amended Plan (the “Effective Date”) will occur as soon as all conditions precedent to the Amended Plan have been satisfied. Although the Debtors are targeting occurrence of the Effective Date as soon as reasonably practicable, the Debtors can make no assurances as to when, or ultimately if, the Amended Plan will become effective. It is also possible that technical amendments could be made to the Amended Plan prior to the Effective Date.
During fiscal year 2018,2019, we generated approximately 68%67% of our consolidated operating revenue from external clientscustomers from oil and gas operations, approximately 17%18% from U.K. SAR operations and approximately 15% from fixed wing services, including charter and scheduled airline services that support our global helicopter operations.
We conduct our business in one segment: industrial aviation services. The industrial aviation services segment operations are conducted primarily through two hubs that include four regions:
Europe Caspian,
Africa,
Americas, and
Asia Pacific.

We primarily provide industrial aviation services to a broad base of major integrated, national and independent offshore energy companies. Our clientscustomers charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our clientscustomers also charter our helicopters to transport time-sensitive equipment to these offshore locations. These clients’customers’ operating expenditures in the production sector are the principal source of our revenue, while their exploration and development capital expenditures provide a lesser portion of our revenue. The clientscustomers for SAR services include both the oil and gas industry, where our revenue is primarily dependent on our clients’customers’ operating expenditures, and governmental agencies, where our revenue is dependent on a country’s desire to privatize SAR and enter into long-term contracts.
Helicopters are generally classified as small (four to eight passenger capacity), medium (12 to 16 passenger capacity) and large (16 to 25 passenger capacity), each of which serves a different transportation need of the offshore energy industry. Medium and large helicopters, which can fly in a wider variety of operating conditions, over longer distances, at higher speeds and carry larger payloads than small helicopters, are most commonly used for crew changes on large offshore production facilities and drilling rigs. With these enhanced capabilities, medium and large helicopters have historically been preferred in international markets, where the offshore facilities tend to be larger, the drilling locations tend to be more remote, located in harsh environments and the onshore infrastructure tends to be more limited. Additionally, local governmental regulations in certain international markets require us to operate twin-engine medium and large aircraft in those markets. Global demand for medium and large helicopters is driven by drilling, development and production activity levels in deepwater locations throughout the world, as the medium and large aircraft are able to travel to these deepwater locations. Small helicopters are generally used for shorter routes and to reach production facilities that cannot accommodate medium and large helicopters. Historically, ourOur small helicopters have operatedoperate primarily over the shallow waters offshore in the U.S. Gulf of Mexico and Nigeria.Mexico. We are able to deploy our aircraft to the regions with the greatest demand, subject to the satisfaction of local governmental regulations. SAR operations utilize medium and large aircraft that are specially configured to conduct these types of operations in environments around the world. The commercial aircraft in our consolidated fleet are our primary source of revenue. To normalize the consolidated operating revenue of our commercial helicopter fleet for the different revenue productivity and cost, we developed a common weighted factor that combines large, medium and small commercial helicopters into a combined standardized number of revenue producing commercial aircraft assets. We call this measure Large AirCraft Equivalent (“LACE”). Our commercial large, medium and small helicopters, including owned and leased helicopters, are weighted as 100%, 50%, and 25%, respectively, to arrive at a single LACE number,

which excludes fixed wing aircraft, unconsolidated affiliate aircraft, aircraft held for sale and aircraft construction in process. We divide our operating revenue from commercial contracts relating to LACE aircraft, which excludes operating revenue from affiliates and reimbursable revenue, by LACE to develop a LACE rate, which is a standardized rate. 
The SAR market is continuing to evolve and we believe further outsourcing of public SAR services to the private sector will continue in the future, although the timing of these opportunities is uncertain. The clientscustomers for our SAR services include both the oil and gas industry and governmental agencies. We are pursuing other public and oil and gas SAR opportunities for multiple aircraft in various jurisdictions around the globe and other non-SAR government aircraft logistics opportunities.
Our business has traditionally been significantly dependent upon the level of offshore oil and gas exploration, development and production activity. We have begun diversificationdiversified with recent investments into other new business growth areas within the industrial aviation services to lessen the cyclical effects of a downturn in any one industry or economy. There are also additional markets for aviation services beyond the offshore energy industry and SAR, including air medical, agricultural support, corporate transportation, firefighting, military, police, tourism and traffic monitoring. The existence of these alternative markets enableshas historically enabled us to better manage our helicopter fleet by providing potential purchasers for older aircraft and for our excess aircraft during times of reduced demand in the offshore energy industry.
Additionally, we have fixed wing operations in the U.K., Nigeria and Australia that create a more integrated logistics solution for our global clientscustomers and further diversify our business. We conducted fixed wing operations of a similar nature in the U.K. until our disposal of Eastern Airways on May 10, 2019.
Most countries in which we operate limit foreign ownership of aviation companies. To comply with these regulations and at the same time expand internationally, we have formed or acquired interests in a number of foreign aviation operators. These investments typically combine a local ownership interest with our experience in providing industrial aviation services to the offshore energy industry. These arrangements have allowed us to expand operations while diversifying the risks and reducing the capital outlays associated with independent expansion. We lease some of our aircraft to a number of unconsolidated affiliates, which in turn provide industrial aviation services to clientscustomers locally.
We regularly engage in discussions with potential sellers and strategic partners regarding the possible purchase of assets, pursuit of joint ventures or other expansion opportunities that increase our position in existing markets or facilitate expansion into new markets. We may also divest portions of our business or assets to narrow our product linesservice offering and reduce our operational footprint to reducedecrease leverage and improve return on capital. These potential expansion opportunities and divestitures may consist

of both smaller transactions as well as larger transactions that could have a material impact on our financial position, cash flow and results of operations. We cannot predict the likelihood of completing, or the timing of, any such transactions.
The oil and gas business environment has experienced a significant downturn beginning duringvolatility since fiscal year 2015. Brent crude oil prices declined from approximately $106 per barrel atas of July 1, 2014 to a low of approximately $26 per barrel in February 2016, with an increase2016. A recovery in Brent crude oil prices followed to approximately $65$77 per barrel as of June 27, 2018 with another decline to approximately $44 per barrel as of December 27, 2018. Brent crude oil prices were approximately $60 per barrel as of March 31, 2018.2019. The decrease in oil prices beginning in fiscal year 2015 was driven by increased global supply primarily from unconventional oil resources in the U.S. Permian Basin and forecasts of reduced demand for crude oil resulting from weaker global economic growth in many regions of the world. The oil price decline negatively impacted the cash flow of our clientscustomers and resulted in their implementation of measures to reduce operational and capital costs, negatively impacting helicopter activity beginning in fiscal year 2015. These cost reductions have continued into fiscal year 20182019 and have impacted both the offshore production and the offshore exploration activity of our clients,customers resulting in a change in the industry with offshore production activity being impactedcontinued focus on supply chain efficiencies without a similar offsetting decease to a lesser extent. Although theour maintenance costs. The largest share of our revenue relates to oil and gas production andproduction; however, our largest contract, the contract with the U.K. Department for Transport (the “DfT”) to provide public sector SAR contract (as defined herein)services for all of the U.K. (the “U.K. SAR contract”), is not directly impacted by declining oil prices, theprices. The significant drop in the price of crude oil resulted in the rescaling, delay or cancellation of planned offshore projects whichand has negatively impacted our operations and could continue to negatively impact our operations in future periods.
The oil price environment is showing signs of stabilizing with crude oil prices at levels not seen sinceTo further reduce costs and make offshore drilling more economical, the end of calendar year 2014. We are seeing an increase in offshore market activity off of a very low base level with an increased number of working floaters and jackups in our core markets, including the U.S. Gulf of Mexico and North Sea. There have also been significant increases in front end engineering and design awards that, along with the stabilization of tie-back work and floating production storage and offloading unit utilization, has historically been a leading indicator of increased offshore activity. The helicopter transportation industry is benefiting from relatively low day rates for rigs, whichimplementing technology-driven solutions that could result in turn reduces ourincreased transportation needs initially but could result in decreased activity once complete. Recently, we have seen opportunities in market share gains rather than increased activity. Our oil and gas clients’ costsmarkets remain competitive as material cost reductions and generates increasedtechnological improvements have taken place in the offshore supply chain. The continued volatility of oil prices combined with the excess supply of aircraft could continue to impact the price and demand for offshore transportation like helicopters. As discussed elsewhere in this Annual Report, our success in reducing costshelicopters and our faster hub response has made us more competitive, and we are gaining market share in this new environment for short-cycle requirements created by the changing market; however, we are uncertain asmay continue to whether this increased activity will lead to a recovery in offshore spending, and an extended period of reduced offshore spending may have a material impact on our financial position, cash flow and results of operations.




As of March 31, 2018,2019, the aircraft in our fleet and the aircraft which we expectare obligated to take delivery of in the future and the aircraft which we have the option to acquire were as follows:
 Number of Aircraft   Number of Aircraft  
 Consolidated Affiliates 
Unconsolidated
Affiliates (3)
   Consolidated Affiliates 
Unconsolidated
Affiliates (3)
  
 Operating Aircraft           Operating Aircraft        
Type 
Owned
Aircraft
 
Leased
Aircraft
 
Aircraft
Held For
Sale
 
On
Order (1)
 
Under
Option (2)
 In Fleet 
Maximum
Passenger
Capacity
 
Owned
Aircraft
 
Leased
Aircraft (1)
 
Aircraft
Held For
Sale
 
On
Order (2)
 In Fleet 
Maximum
Passenger
Capacity
Large Helicopters:                          
AW189 2
 1
 
 
 4
 
 16
 2
 1
 
 
 
 16
AW189 U.K. SAR (4)
 7
 2
 
 4
 
 
 16
 7
 4
 
 4
 
 16
H175 
 
 
 22
 — 
 
 16
 
 
 
 22
 
 16
H225 (5)
 16
 8
 
 — 
 — 
 
 19
 16
 4
 
 — 
 
 19
Mil Mi-8 7
 
 
 — 
 — 
 
 20
 7
 
 
 — 
 
 20
Sikorsky S-92A (6)
 31
 35
 
 1
 
 12
 19
 31
 29
 
 
 11
 19
Sikorsky S-92A U.K. SAR 3
 11
 
 — 
 
 
 19
 3
 10
 
 — 
 
 19
 66
 57
 
 27
 4
 12
   66
 48
 
 26
 11
  
Medium Helicopters:                          
AW139 16
 10
 
 — 
 — 
 5
 12
 17
 8
 
 — 
 5
 12
AW139 U.K. SAR (7)
 
 4
 
 — 
 — 
 
 12
Bell 212 
 
 
 — 
 — 
 14
 12
 
 
 
 — 
 12
 12
Bell 412 3
 
 6
 — 
 — 
 15
 13
 2
 
 3
 — 
 13
 13
H155 
 
 1
 — 
 — 
 
 13
Sikorsky S-76 C/C++ 33
 9
 2
 — 
 — 
 24
 12
 35
 9
 
 — 
 22
 12
Sikorsky S-76D 10
 1
 
 
 
 
 12
 10
 1
 
 — 
 
 12
 62
 24
 9
 
 
 58
   64
 18
 3
 
 52
  
Small Helicopters:                          
AS350BB 
 
 
 — 
 — 
 1
 4
 
 
 
 — 
 2
 4
AW109 
 
 
 — 
 — 
 1
 4
 
 
 
 — 
 2
 4
Bell 206B (5)
 
 1
 
 — 
 — 
 2
 4
AW119 
 
 
 — 
 1
 7
Bell 206B 
 
 
 — 
 2
 4
Bell 206L Series 
 
 
 — 
 — 
 6
 6
 
 
 
 — 
 5
 6
Bell 407 22
 2
 
 — 
 — 
 
 6
 19
 2
 
 — 
 
 6
H135 
 
 
 — 
 — 
 3
 6
 
 
 
 — 
 5
 6
 22
 3
 
 
 
 13
   19
 2
 
 
 17
  
Fixed wing (8)
 29
 21
 2
 
 
 27
  
Fixed wing (6)
 33
 15
 
 
 30
  
Total 179
 105
 11
 27
 4
 110
   182
 83
 3
 26
 110
  
_______________
(1) 
For additional information regarding lease rejections, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Cash Requirements — Contractual Obligations, Commercial Commitments and Off Balance Sheet Arrangements” included elsewhere in this Annual Report.
(2)
In October 2019, the Bankruptcy Court approved our agreement with Airbus Helicopters S.A.S. to reject our aircraft purchase contract for 22 large aircraft. For additional information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Cash Requirements” included elsewhere in this Annual Report.

(2)
Represents aircraft which we have the option to acquire. If the options are exercised, the agreements provide that aircraft would be delivered over fiscal years 2019 through 2020. For additional information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Cash Requirements” included elsewhere in this Annual Report.
(3) 
Includes 4143 helicopters (primarily medium) and 2023 fixed wing aircraft owned and managed by Líder Táxi Aéreo S.A. (“Líder”), our unconsolidated affiliate in Brazil, 4136 helicopters and seven fixed wing aircraft owned by Petroleum Air Services (“PAS”), our unconsolidated affiliated in Egypt, and one helicopter operated by Cougar Helicopters Inc. (“Cougar”), our unconsolidated affiliate in Canada.
(4) 
Two of theThe four AW189 U.K. SAR configured aircraft on order are currentlywere being leased.leased as of March 31, 2019. One of the AW189s was purchased in August 2019.
(5) 
Four S-92AIn May 2019, we terminated our leases for four H225LP model aircraft one H225 aircraft and one Bell 206B aircraftthat were returned to lessors in April 2018.included within our fleet as of March 31, 2019.
(6) 
In April 2018, one S-92A U.K. SAR configured aircraft moved to Norway.
(7)
As of March 31, 2018, two of these leased aircraft were in the process of being redelivered to the lessor with the remaining two leased aircraft also expected to be redelivered to the lessor in fiscal year 2019.

(8)
Bristow Helicopters ownsowned a 100% interest in Eastern Airways. Eastern Airways operates a total of 3431 fixed wing aircraft in the Europe Caspian region and provides technical support for two fixed wing aircraft in the Africa region. Bristow Helicopters sold Eastern Airways on May 10, 2019. Additionally, Bristow Helicopters Australia Pty Ltd. (“Bristow Helicopters Australia”) owns a 100% interest in Airnorth. Airnorth operates a total of 14 fixed wing aircraft, which are included in the Asia Pacific region.

The following table presents the distribution of our operating revenue for fiscal year 20182019 and aircraft as of March 31, 20182019 among our regions:
   
Aircraft in Consolidated Fleet(1)(2)
       
Aircraft in Consolidated Fleet(1)(2)
    
 
Operating
Revenue for
Fiscal Year
2018
 Helicopters        
Operating
Revenue for
Fiscal Year
2019
 Helicopters       
 Small Medium Large 
Fixed
Wing
 Total 
Unconsolidated
Affiliates (3)
 Total Small Medium Large 
Fixed
Wing(4)
 
Total (4)
 
Unconsolidated
Affiliates (3)
 
Total(4)
  
Europe Caspian 55% 
 16
 82
 34
 132
 
 132
 58% 
 12
 74
 31
 117
 
 117
Africa 14% 9
 28
 4
 4
 45
 48
 93
 12% 1
 25
 7
 3
 36
 43
 79
Americas 17% 16
 41
 16
 
 73
 62
 135
 17% 20
 40
 13
 
 73
 67
 140
Asia Pacific 14% 
 10
 21
 14
 45
 
 45
 13% 
 8
 20
 14
 42
 
 42
Total 100% 25
 95
 123
 52
 295
 110
 405
 100% 21
 85
 114
 48
 268
 110
 378
                
_______________
(1) 
Includes 113 aircraft held for sale and 10583 leased aircraft as follows:
 
  
 Held for Sale Aircraft in Consolidated Fleet 
 
  
 Helicopters    
 
  
 Small Medium Large 
Fixed
Wing
 Total 
 Europe Caspian 
 2
 
 
 2
 
 Africa 
 3
 
 1
 4
 
 Americas 
 4
 
 
 4
 
 Asia Pacific 
 
 
 1
 1
 
 Total 
 9
 
 2
 11
 
             
 
  
 Leased Aircraft in Consolidated Fleet 
 
  
 Helicopters    
 
  
 Small Medium Large 
Fixed
Wing
 Total 
 Europe Caspian 
 6
 42
 15
 63
 
 Africa 
 1
 2
 2
 5
 
 Americas 3
 14
 6
 
 23
 
 Asia Pacific 
 3
 7
 4
 14
 
 Total 3
 24
 57
 21
 105
 
 
  
 Held for Sale Aircraft in Consolidated Fleet 
 
  
 Helicopters    
 
  
 Small Medium Large 
Fixed
Wing
 Total 
 Europe Caspian 
 
 
 
 
 
 Africa 
 
 
 
 
 
 Americas 
 3
 
 
 3
 
 Asia Pacific 
 
 
 
 
 
 Total 
 3
 
 
 3
 
             
 
  
 Leased Aircraft in Consolidated Fleet 
 
  
 Helicopters    
 
  
 Small Medium Large 
Fixed
Wing
 
Total(4)
 
 Europe Caspian 
 1
 35
 11
 47
 
 Africa 
 1
 3
 
 4
 
 Americas 2
 13
 4
 
 19
 
 Asia Pacific 
 3
 6
 4
 13
 
 Total 2
 18
 48
 15
 83
 
(2) 
The average age of our commercial helicopter fleet was approximately nineten years as of March 31, 2018.2019.
(3) 
The 110 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us.
(4)
Includes 31 aircraft (20 owned aircraft and 11 leased aircraft) operated by Eastern Airways, which was sold on May 10, 2019.

Our current number of LACE is 172160 and our historical LACE and LACE rate is as follows:
 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
 2018 2017 2016 2015 2014 2019 2018 2017 2016 2015
LACE 172 174 162 166 158 160 172 174 162 166
LACE Rate (in millions)(1) $6.80 $6.63 $8.85 $9.33 $9.34 $6.94 $6.74 $6.55 $8.60 $9.26
_______________
(1)
Results for prior years have been adjusted as discussed in Note 1 to the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
The following table presents the distribution of LACE helicopters owned and leased, and the percentage of LACE leased as of March 31, 2018.2019. The percentage of LACE leased is calculated by taking the total LACE for leased commercial helicopters divided by the total LACE for all commercial helicopters we operate, including both owned and leased.
LACE Percentage of LACE LeasedLACE Percentage of LACE Leased
Owned Aircraft Leased Aircraft Owned Aircraft Leased Aircraft 
Europe Caspian44
 45
 51%45
 36
 44%
Africa16
 3
 13%16
 4
 18%
Americas25
 14
 36%26
 11
 30%
Asia Pacific18
 9
 33%17
 8
 31%
Total103
 70
 40%103
 58
 36%
Region Operations
Europe Caspian
Based on the number of aircraft operating, we are one of the largest providers of industrial aviation services in the North Sea, where there are harsh weather conditions and geographically concentrated offshore facilities. As of March 31, 2018,2019, we operated our oil and gas operations in our Europe Caspian region from four bases in the U.K. and four bases in Norway. The offshore facilities in the Northern North Sea and Norwegian North Sea are large and require frequent crew change flight services. In the Southern North Sea, the facilities are generally smaller with some unmanned platforms requiring shuttle operations to up-man in the morning and down-man in the evening. We deploy the majority of the large aircraft in our consolidated fleet in the North Sea, where our clientscustomers are primarily major integrated and independent offshore energy companies. Our North Sea operations are subject to seasonality as drilling activity is lower during the winter months due to harsh weather and shorter days.
We provide commercial SAR services for a number of oil and gas companies operating in the Norwegian sector of the North Sea.
We have athe U.K. SAR contract with the U.K. Department for Transport (the “DfT”)DfT to provide public sector SAR services for all of the U.K. (the “U.K. SAR contract”).on behalf of the MCA. The U.K. SAR contract has a phased-in transition period that began in April 2015 and continued to July 2017, with a contract length of approximately ten years. We are currently operational at all ten bases as follows: Humberside and Inverness (April 2015), Caernarfon (July 2015), Lydd (August 2015), St. Athan (October 2015), Prestwick and Newquay (January 2016), Lee-on-Solent (March 2017), and two previously awarded Gap SAR bases of Sumburgh (June 2013) and Stornoway (July 2013). One Gap SAR base transitioned to the U.K. SAR contract on March 31, 2017 and the remaining Gap SAR base transitioned to the U.K. SAR contract on July 1, 2017.bases. Although the U.K. SAR contract calls for 11 U.K. SAR configured S-92s and 11 U.K. SAR configured AW189s, as of March 31, 2018,2019, we are servicing this contract utilizing the following U.K. SAR configured aircraft: 1413 S-92s (11 of which are leased), nine AW189s (two(ten of which are leased) and four AW139s (all four11 AW189s (four of which are leased).
Bristow Helicopters ownsowned a 100% interest in Eastern Airways, a regional fixed wing operator based in the U.K. Eastern Airways has approximately 650530 employees and its operations focus on providing scheduled and charter services targeting U.K. oil and gas transport. Eastern Airways operates 3431 fixed wing aircraft and provides technical support for two fixed wing aircraft operating in our Africa region. We believeOn May 10, 2019, we sold our investmentownership interest in Eastern Airways strengthensAirways. We retained our abilityownership stake in Humberside Airport and continue to provide a complete suite of point to point transportation services for existing European based passengers, expand industrial aviation services in certain areas likeconduct our SAR operations from the Shetland Islands and create a more integrated logistics solution for global clients.Humberside base.
Additionally, our Europe Caspian region includes operations in Turkmenistan. We operate one medium aircraft through our 51% interest in Turkmenistan Helicopters Limited, a Turkmenistan corporation that provides industrial aviation services to an international offshore energy company from a single location.

Africa
As of March 31, 2018,2019, most of the aircraft in our Africa region operated in Nigeria, where we are the largest provider of industrial aviation services to the offshore energy industry. We have historically deployed a combination of small, medium and large aircraft in Nigeria and service a client base comprised mostly of major integrated offshore energy companies. We have four operational bases located as follows: one in Lagos, one in Eket and two in Port Harcourt. The marketplace for our services had historically been concentrated predominantly in the oil rich swamp and shallow waters of the Niger Delta area. Morearea; however, more recently we have been undertaking work further offshore in support of deepwater exploration. Operations in Nigeria are subject to seasonality as the Harmattan, a dry and dusty trade wind, blows between the end of December and the middle of February. At times when the heavy amount of dust in the air severely limits visibility, our aircraft are unable to operate.
In October 2015, we began providing fixed wing services to provide end-to-end transportation services for principally oil and gas industry customers and currently operate two fixed wing aircraft in support of this service.
We own a 25% interest in PAS, an Egyptian corporation which provides helicopter and fixed wing transportation to the offshore energy industry. Additionally, spare fixed wing capacity is chartered to tourism operators. PAS operates 4136 helicopters and seven fixed wing aircraft from multiple locations. The remaining 75% interest in PAS is owned by the Egyptian General Petroleum Corporation.
Americas
As of March 31, 2018,2019, we operated from three operating facilities in the U.S. Gulf of Mexico. We are one of the largest suppliers of industrial aviation services in the U.S. Gulf of Mexico. Our clientscustomers in this region are mostly independent and major integrated offshore energy companies. The U.S. Gulf of Mexico is a major offshore energy producing region. The shallow water platforms are typically unmanned and are serviced by small aircraft. The deepwater platforms are serviced by medium and large aircraft. Among our strengths in this region, in addition to our operating facilities, are our advanced flight-following systems and our widespread and strategically located offshore fuel stations. Operations in the U.S. Gulf of Mexico are subject to seasonality as the months of December through March typically have more days of harsh weather conditions than the other months of the year. Additionally, during the months of June through November, tropical storms and hurricanes may reduce activity as we are unable to operate in the area of the storm.
We also operate a SAR base at the South Lafourche Airport in Galliano, Louisiana. From this base, we have twothree medium and one large aircraft that provide SAR and/or medical evacuation services to oil and gas operators.
Additionally, we operate seven medium and one large aircraft in Trinidad from a base located at Trinidad’s Piarco International Airport and threefour medium aircraft in Guyana from a base located at Ogle International Airport. Our clientscustomers in Trinidad and Guyana are primarily engaged in offshore energy activities. We also provide rescue and recovery services for our clientscustomers in Trinidad and Guyana.
We own a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), the largest offshore energy and SAR helicopter service provider in Atlantic Canada. Cougar has approximately 220230 employees and its operations are primarily focused on serving the offshore oil and gas industry off Canada’s Atlantic coast. We leased eightseven large helicopters and four shore-based facilities to Cougar as of March 31, 2018,2019, including state-of-the-art helicopter passenger, maintenance and SAR facilities located in Newfoundland and Labrador.
We also own a 41.9% economic interest in Líder, a provider of helicopter and corporate aviation services in Brazil. Líder has approximately 1,2501,050 employees and operates through five primary operating units: helicopter service, maintenance, chartering, ground handling and aircraft sales, and provides commercial SAR and medical evacuation services to the oil and gas industry. Líder’s fleet includes 4143 rotor wing and 2023 fixed wing aircraft (including owned and managed aircraft). Líder also has a vast network of bases located strategically in Brazil.Brazil, including locations in Macae, Rio de Janiero and Vitória, and is headquartered in Belo Horizonte, Brazil.
Asia Pacific
As of March 31, 2018,2019, we operated in Australia from three bases located in Western Australia, one base in Victoria and one base in Northern Territory. Our operating bases are located in the vicinity of the major offshore energy exploration and production fields in the North West Shelf, the Browse and Carnarvon basins of Western Australia and the Bass Straits in Victoria. Our clientscustomers in Australia are primarily major integrated offshore energy companies. Additionally, we provide SAR and medical evacuation services to the oil and gas industry in Australia and engineering support to the Republic of Singapore Air Force’s fleet of helicopters at their base in Oakey, Queensland. Operations in the Asia Pacific region during the months of November through April may be impacted by cyclones that may reduce activity as we are unable to operate in the area of the storm.

Bristow Helicopters Australia owns a 100% interest in Airnorth, a regional fixed wing operator based in Darwin, North Territory, Australia. Airnorth has approximately 250270 employees and its operations focus on providing both charter and scheduled services targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. Airnorth operates 14 fixed wing aircraft. We believe this investment strengthens our ability to provide point to point transportation services for existing Australian based passengers, expand industrial aviation services in certain areas in Southeast Asian markets and create a more integrated logistics solution for global clients.customers.
Additionally, as of March 31, 2019, we operateoperated seven large aircraft in Russia from three locations on Sakhalin Island, where we providehave provided industrial aviation services to international and domestic offshore energy companies and operatehave operated a local SAR service. In April and June 2019, we sold our ownership interests in two entities related to these operations. For further details, see Note 3 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
ClientsCustomers and Contracts
Our principal clientscustomers are major integrated, national and independent offshore energy companies and the U.K. Department for Transport.DfT. The following table presents our top ten clientscustomers in fiscal year 20182019 and their percentage contribution to our consolidated gross revenue during fiscal years 2019, 2018 2017 and 20162017 and includes any clientscustomers accounting for 10% or more of our consolidated gross revenue during such fiscal years.
 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
Client Name 2018 2017 2016 2019 2018 2017
U.K. Department for Transport 15.4% 13.6% 10.3% 16.5% 15.6% 13.7%
Statoil 7.6% 5.3% 3.7%
Chevron 6.4% 8.7% 11.4%
Equinor 8.7% 7.7% 5.3%
ConocoPhillips 6.3% 7.3% 7.6% 6.9% 6.4% 7.3%
Exxon Mobil 5.2% 4.3% 4.2%
IAC (1)
 4.8% 4.6% 5.6% 4.7% 4.9% 4.6%
BP 4.5% 8.2% 6.5% 3.3% 4.5% 8.2%
Cougar (2)
 4.3% 4.4% 3.6% 3.2% 3.5% 3.6%
Exxon Mobil 4.2% 4.1% 3.5%
Inpex 3.9% 3.4% 4.7% 3.2% 3.9% 3.4%
Aker BP ASA 2.9% 2.5% %
ENI 3.2% 3.0% 3.1% 2.8% 3.2% 3.0%
 60.6% 62.6% 60.0% 57.4% 56.5% 53.3%
_______________
(1)
IAC is the Integrated Aviation Consortium in the U.K. North Sea and comprisescurrently with active operations with three major oil companies: BP, CNR International, EnQuest and TAQA.
(2) 
As discussed above, we own a 40% economic interest in Cougar.
Our helicopter contracts are generally based on a two-tier rate structure consisting of a daily or monthly fixed fee plus additional fees for each hour flown. We also provide services to clientscustomers on an “ad hoc” basis, which usually entails a shorter notice period and shorter contract duration. Our charges for ad hoc services are generally based on an hourly rate, or a daily or monthly fixed fee plus additional fees for each hour flown. Generally, our ad hoc services have a higher margin than our other helicopter contracts due to supply and demand dynamics.
Generally, our oil and gas helicopter contracts are cancelable by the client with a notice period ranging from 30 to 180 days and in some cases up to one year. In the Americas region, we generally enter into short-term contracts for twelve months or less. Outside of the Americas, contractscontract terms are typically between two and five years in term.years. These long termlong-term contracts may also include escalation provisions allowing annual rate increases, which may be based on a fixed dollar or percentage increase, an increase in an agreed index or our actual substantiated increased costs, which we negotiate to pass along to clients.customers. Cost reimbursements from clientscustomers are recorded as reimbursable revenue with the related reimbursed cost recorded as reimbursable expense in our consolidated statements of operations.
Generally, SAR services contracts include a monthly standing charge, which average approximately 85% of the total contract revenue, and a monthly variable charge that covers flying, fuel and ancillary items, which average approximately 15% of the total contract revenue. See further details on the U.K. SAR contract in “— Region Operations — Europe Caspian.”
Our fixed wing services are generally provided through scheduled charter service or regular public transport service. For scheduled charter service, our contracts typically include variable rates based on the number of passengers, flights or flight hours. These agreements may also include a monthly standing charge; however, this is much less common as compared to helicopter contracts. We also provide charter services to clientscustomers on an “ad hoc” basis, which usually entails a shorter notice period and

shorter contract duration. Regular public transport service is provided through established daily or weekly flight schedules and is based upon individual ticket sales to customers.

Competition
The helicopter and fixed wing businesses are highly competitive throughout the world. We compete directly against multiple providers in almost all of our operating regions. We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf of Mexico and Australia, and a number of smaller local competitors in other markets. Globally, we have seen a recent increase in competitive pressure and new regulation that could impact our ability to win future work. Competition has intensified, and new competitors could enter our industry if they are willing to make a significant capital investment, have access to working capital, onshore and offshore bases, personnel and operating experience. These requirements can be achieved with the appropriate level of client support and commitment. In addition, while not the predominant practice, certain of our clientscustomers and potential clientscustomers in the offshore energy industry perform their own industrial aviation services.
In most situations, clientscustomers charter aircraft on the basis of competitive bidding. On limited occasions, our clientscustomers renew or extend existing contracts without employing a competitive bid process. Contracts are generally awarded based on a number of factors, including price, quality of service, operational experience, record of safety, quality and type of equipment, client relationship and professional reputation. Incumbent operators typically have a competitive advantage in the bidding process based on their relationship with the client, knowledge of the site characteristics and existing facilities to support the operations. Because certain of our clientscustomers in the offshore energy industry have the capability to perform their own industrial aviation services, our ability to increase charter rates may be limited under certain circumstances.
Code of Business Integrity
We have adopted a Code of Business Integrity (our “Code”) that applies to Bristow Group Inc. and all of its subsidiaries, affiliates and controlled joint ventures, including all directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees thereof. Our Code covers topics including, but not limited to, anti-corruption, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, compliance procedures and employee complaint procedures. Our Code is posted on our website, http://www.bristowgroup.com, under the “About Us” and “Vision, Mission, Values” caption. We will disclose any amendment to the Code or waiver with respect to our senior officers on our website or, alternatively, through the filing of a Form 8-K.
Safety, Industry Hazards and Insurance
Hazards such as severe weather and mechanical failures are inherent in the transportation industry and may result in the loss of equipment and revenue. It is possible that personal injuries and fatalities may occur. We believe our air accident rate per 100,000 flight hours, which has historically been lower than the reported global offshore energy production helicopter average data, indicates that we have consistently performed better than the industry average with respect to safety. InDuring fiscal year 2016,2019, we had one Sikorsky S-76C+ and one Sikorsky S-76C++ aircraft operated by us were involvedaccident in accidents. In onethe Gulf of these accidents, two of our crew members and four passengers were fatally injured. The second accidentMexico that resulted in no significant injuries or fatalities.the fatalities of a passenger and crew member. During fiscal years 2018 and 2017, we had no accidents that resulted in fatalities.
Our well-established global safety program called “Target Zero” focuses on improved safety performance. Our safety vision is to have zero accidents, zero harm to people, and zero harm to the environment. The key components to achieving this are to improve safety culture and individual behaviors, increase the level of safety reporting by the frontline employees, increase accountability for addressing identified hazards by the operational managers and provide for independent oversight of the operational safety programs.
We maintain hull and liability insurance which generally insures us against damage to our aircraft and the related liabilities which may be incurred as a result. We also carry insurance for war risk, expropriation and confiscation of the aircraft we use in certain of our international operations. Further, we carry various other liability and property insurance, including workers’ compensation, general liability, employers’ liability, auto liability, and property and casualty coverage. We believe that our insurance program is adequate to cover any claims ultimately incurred related to property damage and liability events.

Employees
As of March 31, 2018,2019, we employed 4,0583,716 employees. Many of our employees are represented under collective bargaining agreements. Periodically, certain groups of our employees who are not covered by a collective bargaining agreement consider entering into such an agreement. We believe that our relations with our employees are generally satisfactory.
The following table sets forth our main employee groups and status of the collective bargaining agreements:
Employee Group  Representatives  Status of Agreement  
Approximate Number of
Employees Covered
by Agreement as of
March 31, 20182019
U.K. Pilots  British Airline Pilots Association (“BALPA”)  Agreement expiredexpires in March 2017. Currently in negotiations.2020.  375380
U.K. Engineers and Staff  Unite  Agreement expired in March 2018.2019. Currently in negotiations.  560
Bristow Norway Pilots  Norsk FlygerforbundBristow Norway Flygerforening (“NALPA”); Parat Luftfart (“PARAT”BNF”)  Agreement expiresexpired in March 2019. Currently in negotiations.  190180
Bristow Norway Engineers  Norsk Helikopteransattes ForbundBristow Norge Teknisk Forening (“NU of HE”BNTF”)/BNTF  Agreement expires in September 2018.2019. Currently in negotiations.  130
Norway Administration, Rescumen and Traffic OperationsBristow Norway Ledeme (“BNL”), Bristow Norway Redningsmenn (“BNR”) and Bristow Norway Operations (“BNOP”)Agreements expire in September 2019, March 2021 and March 2020.100
Nigeria Junior and Senior Staff  National Union of Air Transport Employees; Air Transport Services Senior Staff Association of Nigeria  Agreements expiredAgreement expires in March 2017. Currently in negotiations.2021.  5040
Nigeria Pilots and Engineers  Nigerian Association of Airline Pilots and Engineers  We recognize this union for representation purposes, but there is no formal commitment to negotiate remuneration.Agreement expires in July 2020.  150160
North America Pilots  Office and Professional Employees International Union (“OPEIU”)  Agreement expired April 2015. Currently in negotiations.does not expire and is amendable every March.  130
Gulf of Mexico Mechanics OPEIU 
Agreement expired in April 2017. Currently in negotiations.does not expire and is amendable every April.

 190180
Australia BHA Pilots, BDI Engineers and BDI TradesmenStaff and StaffAustralia Engineers  Australian Federation of Air Pilots, Australian Licensed Aircraft Engineers Association (“ALAEA”), Australian Manufacturing Union (“AMWU”) and elected employee representativesAustralian Workers Union  Agreement for BHA pilots and BDI tradesmenengineers and staff expires in March 2020. Agreement for Australia engineers expires in October 2019. Australian Workers Union expired December 2018.  130120
Trinidad MechanicsFitters and Handlers  Fitters/HandlersOilfield Workers’ Trade Union (“OWTU”)  Agreements expired in MayOctober 2016. Currently in negotiations.  40
Airnorth Pilots Aircrew LogisticsAustralian Federation of Air Pilots Group Agreement expired in June 2008. Currently being rolled over on an annual basis.basis and in negotiations. 5060
Airnorth Engineers Australian Licensed Aircraft Logistics Engineers GroupAssociation (“ALAEA”) Agreement expired in June 2016. Currently being rolled over on an annual basis and in negotiations. 5040
Líder our unconsolidated affiliate in Brazil, employs approximately 1,2501,050 employees and Cougar our unconsolidated affiliate in Canada, employs approximately 220230 employees.

Governmental Regulation
United States
As a commercial operator of aircraft, our U.S. operations are subject to regulations under the Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”), and other laws. We carry persons and property in our helicopters under an Air Taxi Certificate granted by the U.S. Federal Aviation Administration (the “FAA”). The FAA regulates our U.S. flight operations and, in this respect, exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of our operations. The National Transportation Safety Board is authorized to investigate aircraft accidents and to recommend improved safety standards. Our U.S. operations are also subject to the Federal Communications Act of 1934 because we use radio facilities in our operations.
Under the Federal Aviation Act, it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are registered with the FAA and the FAA has issued an operating certificate to the operator. As a general rule, aircraft may be registered under the Federal Aviation Act only if the aircraft are owned or controlled by one or more citizens of the U.S. and an operating certificate may be granted only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to be a citizen of the U.S. only if at least 75% of its voting interests are owned or controlled by U.S. citizens, the president of the company is a U.S. citizen, two-thirds or more of the directors are U.S. citizens and the company is under the actual control of U.S. citizens. If persons other than U.S. citizens should come to own or control more than 25% of our voting interest or if any of the other requirements are not met, we have been advised that our aircraft may be subject to deregistration under the Federal Aviation Act, and we may lose our ability to operate within the U.S. Deregistration of our aircraft for any reason, including foreign ownership in excess of permitted levels, would have a material adverse effect on our ability to conduct certain operations within our Americas region operations. Therefore, our organizational documents currently provide for the automatic suspension of voting rights of shares of our outstanding voting capital stock owned or controlled by non-U.S. citizens, and our right to redeem those shares, to the extent necessary to comply with these requirements. As of March 31, 2018, approximately 6,214,000 shares ofBecause our common stock were held of record byis publicly traded, our foreign ownership may fluctuate on each trading day. Based on preliminary information, we believe that persons with foreign addresses. These shares representedaddresses and/or places of organization held approximately 17%32% of our total outstanding common stock as of March 31, 2018. Our foreignMay 10, 2019. Accordingly, in the event of any vote by our stockholders, the voting rights of shares held by non-U.S. citizens would be suspended pursuant to our organizational documents if such ownership may fluctuate on each trading day becauseremains above 25% of our total outstanding common stock is publicly traded.at the time of such vote.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), which generally prohibits us and our intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business.
We are subject to regulations imposed by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and other U.S. laws and regulations that prohibit dealings with sanctioned countries and certain other third parties.
We are also subject to the International Traffic in Arms Regulations (“ITAR”) that control the export and import of defense-related articles, services and technical data. ITAR dictates that information and material pertaining to defense and military related technologies may only be shared with U.S. persons or organizations unless authorization from the U.S. State Department is received or a special exemption is used. We are also subject to the Export Administration Regulations (the “EAR”) that control the export of commercial and “dual use” goods. Persons or organizations subject to U.S. jurisdiction may incur heavy fines if they violate ITAR or the EAR.
United Kingdom
Our operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and E.U. statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license issued by the Civil Aviation Authority (the “CAA”). The holder of an operating license must meet the ownership and control requirements of Council Regulation 2407/92.(EC) 1008/2008. To operate under this license, the company through which we conduct operations in the U.K., Bristow Helicopters, must be owned directly or through majority ownership by E.U. nationals, and must at all times be effectively controlled by them. To comply with these restrictions, we own only 49% of the ordinary shares of Bristow Aviation, the entity that owns Bristow Helicopters. In addition, we have a put/call agreement with the other two stockholders of Bristow Aviation which grants us the right to buy all of their Bristow Aviation ordinary shares (and grants them the right to require us to buy all of their shares). Under English law, to maintain Bristow Helicopters’Helicopter’s operating license, we would be required to find a qualified E.U. owner to acquire any of the Bristow Aviation shares that we have the right or obligation to acquire under the put/call agreement. In addition to our equity investment in Bristow Aviation, we own deferred stock, essentially a subordinated class of stock with no voting rights, and hold subordinated debt issued by Bristow Aviation. On March 14 and April 29, 2019, we received notices from the other two stockholders of Bristow Aviation of their intent to exercise their right to require us or a qualified E.U. investor to purchase their Bristow Aviation shares for £100,000 and £920,000, respectively, under our put/call agreement with those stockholders. As a result, in September 2019 and October 2019, 5% and 46%, respectively, of such shares have been purchased by Impigra Aviation Holdings Limited (“Impigra”), a qualified

E.U. investor. Impigra is a British company owned 100% by U.K. Bristow employees which now owns 51% of the ordinary shares of Bristow Aviation. Brexit is anticipated to require a qualified U.K. investor rather than a qualified E.U. investor. Impigra is expected to meet the requirements to satisfy a qualified U.K. investor requirement. For further details, see Note 3 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report (under the caption “Bristow Aviation Holdings Limited”).
The CAA regulates our U.K. flight operations and exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of those operations. The CAA often imposes improved safety standards. Under the Licensing of Air Carriers Regulations 1992, it is unlawful to operate certain aircraft for hire within the U.K. unless such aircraft are approved by the CAA. Changes in U.K. or E.U. statutes or regulations, administrative requirements or their interpretation may have a material adverse effect on our business or financial condition or on our ability to continue operations in the U.K.
Also, we are subject to the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), which creates criminal offenses for bribery and failing to prevent bribery. We are also subject to new U.K. corporate criminal offenses for failure to prevent the facilitation of tax evasion pursuant to the Criminal Finances Act 2017, which imposes criminal liability on a company where it has failed to prevent the criminal facilitation of tax evasion by a person associated with the company.
Additionally, we are obligated to comply with U.K. and E.U. Export Controls and Economic Sanctions. U.K. and E.U. regulations may prevent the export of certain controlled items to certain controlled persons or destinations. In some circumstances, export authorizations may be available in respect of such exports. A variety of penalties, both criminal and civil, may be imposed for breaches of these regulations.
Nigeria
Our operations in Nigeria are subject to the Nigerian Content Development Act 2010, which requires that oil and gas contracts be awarded to a company that is seen or perceived to have more “local content” than a “Foreign” competitor. Additionally, the Nigerian Content Development Act allows the monitoring board to penalize companies that do not meet these local content requirements up to 5% of the value of the contract.
Other
Our operations in other markets are subject to local governmental regulations that may limit foreign ownership of aviation companies. Because of these local regulations, we conduct some of our operations through entities in which citizens of such countries own a majority interest and we hold a noncontrolling interest, or under contracts which provide that we operate assets for the local companies and conduct their flight operations. Such contracts are used for our operations in Russia and Turkmenistan. Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on our business or financial condition or on our ability to continue operations in these areas.
Environmental
Our operations are subject to laws and regulations controlling the discharge of materials into the environment or otherwise relating to the protection of the environment. If we fail to comply with these environmental laws and regulations, administrative, civil and criminal penalties may be imposed, and we may become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. We may also be subject to civil claims arising out of a pollution event. These laws and regulations may expose us to strict, joint and several liability for the conduct of or conditions caused by others or for our own acts even though these actions were in compliance with all applicable laws at the time they were performed. To date, such laws and regulations have not had a material adverse effect on our business, results of operations or financial condition.
Increased public awareness and concern over the environment may result in future changes in the regulation of the offshore energy industry, which in turn could adversely affect us. The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment and there can be no assurance as to the effect of such regulation on our operations or on the operations of our clients.customers. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the cost of such compliance. We do not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on our business, financial position or results of operations. We cannot be certain that future events, such as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs. Below is a discussion of the material U.S. environmental laws and regulations that relate to our business. We believe that we are in substantial compliance with all of these environmental laws and regulations.

Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA or the Superfund law, and related state laws and regulations, strict, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include the owner and operator of a contaminated site where a hazardous substance release occurred and any company that transported, disposed of or arranged for the transport or disposal of hazardous substances, even from inactive operations or closed facilities that have been released into the environment. In addition, neighboring landowners or other third parties may file claims for personal injury, property damage and recovery of response cost. We currently own, lease, or operate properties and facilities that, in some cases, have been used for industrial activities for many years. Hazardous substances, wastes, or hydrocarbons may have been released on or under the properties owned or leased by us, or on or under other locations where such substances have been taken for disposal. In addition, some of these properties have been operated by third parties or by previous owners whose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons was not under our control. These properties and the substances disposed or released on them may be subject to CERCLA and analogous state statutes. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial activities to prevent future contamination. These laws and regulations may also expose us to liability for our acts that were in compliance with applicable laws at the time the acts were performed. We have been named as a potentially responsible party in connection with certain sites. See further discussion under Item 3. “Legal Proceedings” included elsewhere in this Annual Report.
In addition, since our operations generate wastes, including some hazardous wastes, we may be subject to the provisions of the Resource, Conservation and Recovery Act (“RCRA”) and analogous state laws that limit the approved methods of disposal for some types of hazardous and nonhazardous wastes and require owners and operators of facilities that treat, store or dispose of hazardous waste and to clean up releases of hazardous waste constituents into the environment associated with their operations. Some wastes handled by us that currently are exempt from treatment as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes. If this were to occur, we would become subject to more rigorous and costly operating and disposal requirements.
The Federal Water Pollution Control Act, also known as the Clean Water Act, and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into state waters or waters of the U.S. The discharge of pollutants into jurisdictional waters is prohibited unless the discharge is permitted by the U.S. Environmental Protection Agency (“EPA”) or applicable state agencies. Some of our properties and operations require permits for discharges of wastewater and/or stormwater, and we have a system in place for securing and maintaining these permits. In addition, the Oil Pollution Act of 1990 imposes a variety of requirements on responsible parties related to the prevention of oil spills and liability for damages, including natural resource damages, resulting from such spills in the waters of the U.S. A responsible party includes the owner or operator of a facility. The Clean Water Act and analogous state laws provide for administrative, civil and criminal penalties for unauthorized discharges and, together with the Oil Pollution Act, impose rigorous requirements for spill prevention and response planning, as well as substantial potential liability for the cost of removal, remediation, and damages in connection with any unauthorized discharges.
Some of our operations also result in emissions of regulated air pollutants. The Federal Clean Air Act and analogous state laws require permits for facilities that have the potential to emit substances into the atmosphere that could adversely affect environmental quality. Failure to obtain a permit or to comply with permit requirements could result in the imposition of substantial administrative, civil and even criminal penalties.
Our facilities and operations are also governed by laws and regulations relating to worker health and workplace safety, including the Federal Occupational Safety and Health Act, or OSHA. We believe that appropriate precautions are taken to protect our employees and others from harmful exposure to potentially hazardous materials handled and managed at our facilities, and that we operate in substantial compliance with all OSHA or similar regulations.
In addition, we could be affected by future laws or regulations imposed in response to concerns over climate change. Changes in climate change concerns, or in the regulation of such concerns, including greenhouse gas emissions, could subject us to additional costs and restrictions, including compliance costs and increased energy and raw materials costs.
Our operations outside of the U.S. are subject to similar foreign governmental controls relating to protection of the environment. We believe that, to date, our operations outside of the U.S. have been in substantial compliance with existing requirements of these foreign governmental bodies and that such compliance has not had a material adverse effect on our operations. There is no assurance, however, that future expenditures to maintain compliance will not become material.

Item 1A. Risk Factors
If you hold our securities or are considering an investment in our securities, you should carefully consider the following risks, together with the other information contained in this Annual Report.

Risks Related to Our Chapter 11 Cases
On May 11, 2019, Bristow Group Inc. and certain of its subsidiaries filed voluntary petitions commencing the Chapter 11 Cases under the Bankruptcy Code. The Chapter 11 Cases and the Restructuring may have a material adverse impact on our business, financial condition, results of operations, and cash flows. In addition, the Chapter 11 Cases and the Restructuring may have a material adverse impact on the trading price, and the Amended Plan will result in the cancellation and discharge of our securities, including our common stock. The Amended Plan governs distributions to and the recoveries of holders of our securities. 
As previously disclosed in our Current Report on Form 8-K filed with the SEC on April 15, 2019, we engaged financial and legal advisors to assist us in, among other things, analyzing various strategic financial alternatives to address our liquidity and capital structure, including strategic financial alternatives to restructure our indebtedness. These efforts led to the execution of a Restructuring Support Agreement (the “Initial RSA”) on May 10, 2019 and the commencement of the Chapter 11 Cases in the Bankruptcy Court on May 11, 2019. On June 27, 2019, the Initial RSA was amended and restated and on July 24, 2019 further amended and restated (as so amended and restated, the “Second Amended RSA”).
The Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations and liquidity. So long as the Chapter 11 Cases continue, our management may be required to spend a significant amount of time and effort dealing with the restructuring rather than focusing exclusively on our business operations. Bankruptcy Court protection and operating as debtors in possession also may make it more difficult to retain management and the key personnel necessary to the success and growth of our business. In addition, during the pendency of the Chapter 11 Cases, our customers and suppliers might lose confidence in our ability to reorganize our business successfully and may seek to establish alternative commercial relationships, which may cause, among other things, our suppliers, vendors, counterparties and service providers to renegotiate the terms of our agreements, attempt to terminate their relationship with us or require financial assurances from us. Although we remain committed to providing safe, reliable operations and we believe that we have sufficient resources to do so, customers may lose confidence in our ability to provide them the level of service they expect, resulting in a significant decline in our revenues, profitability and cash flow. 
Other significant risks include or relate to the following:
our ability to obtain the Bankruptcy Court’s approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession;
our ability to consummate a Chapter 11 plan and emerge from bankruptcy protection;
the effects of the filing of the Chapter 11 Cases on our business and the interest of various constituents, including our stockholders;
increased advisory costs to execute our reorganization;
our ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases;
Bankruptcy Court rulings in the Chapter 11 Cases as well as the outcome of other pending litigation and the outcome of the Chapter 11 Cases in general;
the length of time that we will operate with Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings;
third-party motions in the Chapter 11 Cases, which may interfere with our ability to consummate a Chapter 11 plan; and
the potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations.
Further, under Chapter 11, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond in a timely manner to certain events or take advantage of certain opportunities or to adapt to changing market or industry conditions.

Because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot predict or quantify the ultimate impact that events occurring during the Chapter 11 Cases may have on our business, cash flows, liquidity, financial condition and results of operations, nor can we predict the ultimate impact that events occurring during the Chapter 11 Cases may have on our corporate or capital structure. 
Delays in the Chapter 11 Cases may increase the risks of our being unable to reorganize our business and emerge from bankruptcy and increase our costs associated with the bankruptcy process.
On August 1, 2019, the Debtors filed with the Bankruptcy Court, pursuant to the Second Amended RSA, the Original Plan and the Disclosure Statement related thereto, on August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Plan and the Amended Disclosure Statement and on October 8, 2019, the Bankruptcy Court entered the Confirmation Order approving the Amended Disclosure Statement and confirming the Amended Plan; however, there can be no assurance that the Amended Plan will become effective in accordance with its terms. Prolonged Chapter 11 proceedings could adversely affect our relationships with customers, suppliers and employees, among other parties, which in turn could adversely affect our business, competitive position, financial condition, liquidity and results of operations and our ability to continue as a going concern. A weakening of our financial condition, liquidity and results of operations could adversely affect our ability to implement the Amended Plan (or any other Chapter 11 plan). If we are unable to consummate the Amended Plan, we may be forced to liquidate our assets.
Trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks.
All of our indebtedness is senior to the existing common stock in our capital structure. The Second Amended RSA and the Amended Plan contemplate that existing equity interests in Bristow Group Inc. will be cancelled and discharged in connection with the Chapter 11 Cases and will be entitled to no recovery. Accordingly, any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common stock.
The Second Amended RSA is subject to significant conditions and milestones that may be difficult for us to satisfy. 
There are certain material conditions we must satisfy under the Second Amended RSA, including the timely satisfaction of milestones in the Chapter 11 Cases, which include the consummation of the transactions contemplated by the Amended Plan. Our ability to timely complete such milestones is subject to risks and uncertainties, many of which are beyond our control.
The Amended Plan may not become effective.
Although the Amended Plan has been confirmed by the Bankruptcy Court, it may not become effective because it is subject to the satisfaction of certain conditions precedent (some of which are beyond our control). There can be no assurance that such conditions will be satisfied and, therefore, that the Amended Plan will become effective and that the Debtors will emerge from the Chapter 11 Cases as contemplated by the Amended Plan. If the Effective Date is delayed, the Debtors may not have sufficient cash available to operate their businesses. In that case, the Debtors may need new or additional post-petition financing, which may increase the cost of consummating the Amended Plan. There is no assurance of the terms on which such financing may be available or if such financing will be available. If the transactions contemplated by the Amended Plan are not completed, it may become necessary to amend the Amended Plan. The terms of any such amendment are uncertain and could result in material additional expense and result in material delays to the Chapter 11 Cases.
Even if the Amended Plan or another Chapter 11 plan of reorganization is consummated, we may not be able to achieve our stated goals. 
Even if the confirmed Amended Plan or any other Chapter 11 plan of reorganization is consummated, we may continue to face a number of risks, such as changes in economic conditions, changes in our industry, changes in demand for our services and increasing expenses. Some of these risks become more acute when a case under the Bankruptcy Code continues for a protracted period, despite having confirmed the Amended Plan, without indication of how or when the transactions under the Amended Plan or any other Chapter 11 Plan will actually close. As a result of these risks and others, we cannot guarantee that the Amended Plan or any other Chapter 11 plan of reorganization will achieve our stated goals. 
Furthermore, even if our debts are reduced or discharged through the Amended Plan or any other plan of reorganization, we may need to raise additional funds through public or private debt or equity financing or other various means to fund our business after the completion of the Chapter 11 Cases. Our access to additional financing may be limited, if it is available at all. Therefore, adequate funds may not be available when needed or may not be available on favorable terms, or at all. 
Therefore, even with the Amended Plan having been confirmed by the Bankruptcy Court, the Amended Plan may not become effective and thus, we cannot assure you of our ability to continue as a going concern.

Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.
We face uncertainty regarding the adequacy of our liquidity and capital resources and have extremely limited, if any, access to additional financing. In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. We cannot assure you that cash on hand and cash flow from operations will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases. Although we entered into the Term Loan Agreement (as defined herein) prior to our Chapter 11 Cases and the DIP Credit Agreement (as defined herein) for a $150.0 million New DIP Facility (as defined herein) in connection with the Chapter 11 Cases and the Amended Plan contemplates $385 million of new money equity financing through the Rights Offering (as defined herein) and either the Exit Facility or the Reinstated Facility (each as defined herein), we cannot assure you that such financing sources will be sufficient, that we will be able to secure additional interim financing or adequate exit financing sufficient to meet our liquidity needs (or if sufficient funds are available, that they will be offered to us on acceptable terms) or that we will successfully complete the Rights Offering.
Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to comply with the terms and conditions of any order governing the use of cash collateral that may be entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) our ability to access funds on escrow borrowed under the DIP Credit Agreement, (iii) our ability to maintain adequate cash on hand, (iv) our ability to generate cash flow from operations, (v) our ability to consummate the Amended Plan or other alternative restructuring transaction, and (vi) the cost, duration and outcome of the Chapter 11 Cases.
In certain limited instances, a Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code. 
Upon a showing of cause, the Bankruptcy Court may convert our Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code. In such event, a Chapter 7 trustee would be appointed or elected to liquidate our assets for distribution in accordance with the priorities established by the Bankruptcy Code. We believe that liquidation under Chapter 7 would result in significantly smaller distributions being made to our creditors than those provided for in the Amended Plan because of (i) the likelihood that the assets would have to be sold or otherwise disposed of in a distressed fashion over a short period of time rather than in a controlled manner and as a going concern, (ii) additional administrative expenses involved in the appointment of a Chapter 7 trustee, and (iii) additional expenses and claims, some of which would be entitled to priority, that would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of operations.
As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future performance, which may be volatile. 
During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses, contract rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases. In addition, if we emerge from Chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements. We also may be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting may be different from historical trends.
We may be subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our financial condition and results of operations. 
The Bankruptcy Court provides that the confirmation of a plan of reorganization discharges a debtor from, among other things, substantially all debts arising prior to consummation of a plan of reorganization. With few exceptions, all claims against the Debtors that arose prior to May 11, 2019 or before consummation of the Amended Plan (i) would be subject to compromise and/or treatment under the Amended Plan and/or (ii) would be discharged in accordance with the Bankruptcy Code and the terms of the Amended Plan. Subject to the terms of the Amended Plan and orders of the Bankruptcy Court, any claims not ultimately discharged pursuant to the Amended Plan could be asserted against the reorganized entities and may have an adverse effect on our financial condition and results of operations on a post-reorganization basis.

We may experience employee attrition as a result of the Chapter 11 Cases. 
As a result of the Chapter 11 Cases, we may experience employee attrition, and our employees may face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our financial condition, liquidity and results of operations. 
Risks Relating to Our ClientsCustomers and Contracts
The demand for our services is substantially dependent on the level of offshore oil and gas exploration, development and production activity.
We provide helicopter and fixed wing services to companies engaged in offshore oil and gas exploration, development and production activities. As a result, demand for our services, as well as our revenue and our profitability, are substantially dependent on the worldwide levels of activity in offshore oil and gas exploration, development and production. These activity levels are principally affected by trends in, and expectations regarding, oil and natural gas prices, as well as the capital expenditure budgets of offshore energy companies.companies and shifts in technology for energy exploration, development and production. The increase in U.S. onshore production in recent years resulting from onshore hydraulic fracturing activity and shale development has had a negative impact on the price of oil and the demand for our services. We cannot predict future exploration, development and production activity or oil and gas price movements. Historically, the prices for oil and gas and activity levels have been volatile and are subject to factors beyond our control, such as:
the supply of and demand for oil and gas and market expectations for such supply and demand;
actions of the Organization of Petroleum Exporting Countries and other oil producing countries to control prices or change production levels;
increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development;
general economic conditions, both worldwide and in particular regions;
governmental regulation;
the price and availability of alternative fuels;
weather conditions, including the impact of hurricanes and other weather-related phenomena;
advances in exploration, development and production technology;
the policies of various governments regarding exploration and development of their oil and gas reserves; and
the worldwide political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East, Nigeria or other geographic areas, or further acts of terrorism in the U.K., U.S. or elsewhere.
Additionally, an increase in onshore fracking, which generally does not require use of our services, could have an adverse effect on our operations. If onshore fracking were to meaningfully increase globally, and if it were to drive a meaningful increase in the supply of hydrocarbons without an increase in global demand, it could potentially adversely impact oil and natural gas prices and the level of activity in our offshore oil and gas markets and the demand for our industrial aviation services.
A focus by our clientscustomers on cost-saving measures rather than quality of service, which is how we differentiate ourselves from competition, could reduce the demand for our services.
Historically, we had the ability to secure profitable contracts by providing superior quality as compared to our competitors. However, offshore energy companies are continually seeking to implement measures aimed at greater cost savings, including efforts to accept lesser quality services, otherwise improve cost efficiencies with respect to air transportation services, or to provide other alternatives for transportation, such as boats. For example, these companies may reduce staffing levels on both old and new installations by using new technology to permit unmanned installations, may reduce the frequency of transportation of employees by increasing the length of shifts offshore, may change other aspects of how our services are scheduled and may consider other alternatives to our services to achieve cost savings. In addition, these companies could initiate their own helicopter, airplane or

other transportation alternatives. The continued implementation of these kinds of measures could reduce the demand or pricing for our services and have a material adverse effect on our business, financial condition and results of operations.

Our industry is highly competitive and cyclical, with intense price competition.
The helicopter and fixed wing businesses are highly competitive throughout the world. Chartering of such aircraft is often done on the basis of competitive bidding among those providers having the necessary equipment, operational experience and resources. Factors that affect competition in our industry include price, quality of service, operational experience, record of safety, quality and type of equipment, client relationship and professional reputation.
Our industry has historically been cyclical and is affected by the volatility of oil and gas price levels. There have been periods of high demand for our services, followed by periods of low demand for our services. Changes in commodity prices can have a significant effect on demand for our services, and periods of low activity intensify price competition in the industry and often result in our aircraft being idle for long periods of time.
We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf of Mexico, Australia, Canada and Brazil, and a number of smaller local competitors in other markets. Certain of our clientscustomers have the capability to perform their own air transportation operations or give business to our competitors should they elect to do so, which has a limiting effect on our rates.
As a result of significant competition, we must continue to provide safe and efficient service and we must continue to evolve our technology or we will lose market share, which could have a material adverse effect on our business, financial condition and results of operations due to the loss of a significant number of our clientscustomers or termination of a significant number of our contracts. See further discussion in Item 1. “Business — Competition” included elsewhere in this Annual Report.
We depend on a small number of large offshore energy industry clientscustomers for a significant portion of our revenue.
We derive a significant amount of our revenue from a small number of offshore energy companies. Our loss of one of these significant clients,customers, if not offset by sales to new or other existing clients,customers, could have a material adverse effect on our business, financial condition and results of operations. See further discussion in Item 1. “Business — ClientsCustomers and Contracts” included elsewhere in this Annual Report.
Our contracts often can be terminated or downsized by our clientscustomers without penalty.
Many of our fixed-term contracts contain provisions permitting early termination by the client at their convenience, generally without penalty, and with limited notice requirements. In addition, many of our contracts permit our clientscustomers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on the strength of our client contracts or the terms of those contracts.
Our U.K. SAR contract can be terminated and is subject to certain other rights of the DfT.
The U.K. SAR contract allows the DfT to cancel the contract for any reason upon notice and payment of a specified cancellation fee based on the number of bases reduced as a result of the exercise and the timing of the exercise. Although we have been in close contact with the DfT throughout the Chapter 11 Cases, the DfT may also terminate the U.K. SAR contract upon notice if the Company suffers an insolvency event, such as the appointment of a receiver in respect of assets of the Company, the making of any arrangement with its creditors or any similar event. Prior to any cancellation or termination of the contract, the DfT may also invite tenders to award a contract for the SAR services we provide to a replacement contractor. Additionally, the U.K. SAR contract grants the DfT the option to require us to transfer to the DfT, at termination or expiration, either the lease or the ownership of some or all of the helicopters that service the U.K. SAR contract. The DfT may alternatively require that we or the owner, as the case may be, transfer the lease or ownership of the helicopters to any replacement service provider. If the DfT wishes to transfer ownership it must pay a specified option exercise fee based on the value of the helicopters.  If the DfT wishes to transfer the lease it does not have to pay an option exercise fee. We currently lease the majoritya significant number of the aircraft that service the U.K. SAR contract. Although we are entitled to some compensation for termination or early expiration if we are not at fault, termination or early expiration of the U.K. SAR contract would result in a significant loss of expected revenue. Additionally, we do not have the right to transfer the ground facilities supporting the U.K. SAR contract to the replacement service provider. If alternative long-term uses were not identified for these facilities, we could incur recurring fixed expenses for these recently acquired, non-revenue producing assets if we were unable to sell them to a replacement contractor or other party in the event the U.K. SAR contract is terminated.

Our clientscustomers may shift risk to us.
We give to and receive from our clientscustomers indemnities relating to damages caused or sustained by us in connection with our operations. Our clients’customers’ changing views on risk allocation together with deteriorating market conditions could force us to accept greater risk to win new business, retain renewing business or could result in us losing business if we are not prepared to take such risks. To the extent that we accept such additional risk, and seek to insure against it, if possible, our insurance premiums could rise. If we cannot insure against such risks or otherwise choose not to do so, we could be exposed to catastrophic losses in the event such risks are realized.

We may not be able to obtain client contracts with acceptable terms covering some of our new helicopters, and some of our new helicopters may replace existing helicopters already under contract, which could adversely affect the utilization of our existing fleet.
We have ordered, and have options for, a substantial number ofAny new helicopters. Many of our new helicopters we order may not be covered by client contracts when they are delivered to us, and we cannot assure you as to when we will be able to utilize these new helicopters or on what terms. To the extent our helicopters are covered by a client contract when they are delivered to us, some of these contracts may be for a short term, requiring us to seek renewals more frequently. Alternatively, we expect that some of our clientscustomers may request new helicopters in lieu of our existing helicopters, which could adversely affect the utilization of our existing fleet.
Reductions in spending on industrial aviation services by government agencies could lead to modifications of SAR contract terms or delays in receiving payments, which could adversely impact our business, financial condition and results of operations.
Any reductions in the budgets of government agencies for spending on industrial aviation services, implementation of cost saving measures by government agencies, including the DfT, imposed modifications of contract terms or delays in collecting receivables owed to us by our government agency clientscustomers could have an adverse effect on our business, financial condition and results of operations.
In addition, there are inherent risks in contracting with government agencies. Applicable laws and regulations in the countries in which we operate may enable our government agency clientscustomers to (i) terminate contracts for convenience, (ii) reduce, modify or cancel contracts or subcontracts if requirements or budgetary constraints change, or (iii) terminate contracts or adjust their terms.
Our fixed operating expenses and long-term contracts with clientscustomers could adversely affect our business under certain circumstances.
Our profitability is directly related to demand for our services. Because of the significant expenses related to aircraft financing and leasing, crew wages and benefits, and insurance and maintenance programs, a substantial portion of our operating expenses are fixed and must be paid even when aircraft are not actively servicing clientscustomers and thereby generating revenue. A decrease in our revenue could therefore result in a disproportionate decrease in our earnings, as a substantial portion of our operating expense would remain unchanged. Similarly, the discontinuation of any rebates, discounts or preferential financing terms offered to us by manufacturers, lenders or lessors could have the effect of increasing our related expenses, and without a corresponding increase in our revenue, could negatively impact our results of operations.
Certain of our long-term aircraft services contracts contain price escalation terms and conditions. Although supplier costs, fuel costs, labor costs, insurance costs, and other cost increases are typically passed through to our clientscustomers through rate increases where possible, these escalations may not be sufficient to enable us to recoup increased costs in full and we may not be able to realize the full benefit of contract price escalations during a market downturn. There can be no assurance that we will be able to estimate costs accurately or recover increased costs by passing these costs on to our clients.customers. We may not be successful in identifying or securing cost escalations for other costs that may escalate during the applicable client contract term. In the event that we are unable to fully recover material costs that escalate during the terms of our client contracts, the profitability of our client contracts and our business, financial condition and results of operations could be materially and negatively affected.
Additionally, cost increases related to our airline scheduled service cannot be passed on to previously purchased air passenger tickets but may be passed on partially or wholly to future purchased tickets if the rates remain competitive to other competing airlines.

Risks Relating to Our Business
We have identified material weaknesses in our internal control over financial reporting, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, investor confidence in our company and the value of our securities.
As described in Part II. Item 9A. “Controls and Procedures” of this Annual Report, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2019 due to material weaknesses related to journal entries, debt covenant compliance, control environment and risk assessment. The material weaknesses did not result in any material misstatements to the financial statements.
A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As a result of such material weakness, our management concluded that our disclosure controls and procedures and internal control over financial reporting were not effective at a reasonable assurance level as of March 31, 2019.
To remediate the material weakness, we will continue the implementation of our remediation plan as described in Part II. Item 9A. “Controls and Procedures” of this Annual Report. Our remediation efforts are not yet complete. There can be no assurance as to when the remediation plan will be fully implemented or whether the remediation efforts will be successful.
Until our remediation plans are fully implemented, our management will continue to devote time and attention to these efforts. If we do not complete our remediation in a timely fashion, or at all, or if our remediation plans are inadequate, our future consolidated financial statements could contain errors that may be undetected. The existence of material weaknesses in the effectiveness of our internal control over financial reporting could also affect our ability to obtain financing or could increase the cost of any financing we obtain. The identification of such material weaknesses could also cause investors to lose confidence in the reliability of our financial statements and could result in a decrease in the value of our securities.
The consolidated financial statements included in this Annual Report on Form 10-K for the fiscal year ended March 31, 2019 contain disclosures that express substantial doubt about our ability to continue as a going concern.
The consolidated financial statements included in this Annual Report on Form 10-K for the fiscal year ended March 31, 2019 have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business and does not include any adjustments that might result from uncertainty about our ability to continue as a going concern. Such assumption may not be justified. Our liquidity has been negatively impacted by the prolonged downturn in the offshore oil and gas market, our levels of indebtedness, lease and aircraft purchase commitments and certain other commercial contracts. In addition, we have substantial interest payment obligations related to our debt and substantial lease and aircraft purchase commitments over the next twelve months. If we are unable to execute transactions to improve our financial condition, we do not believe we will have sufficient liquidity to conduct our business operations based on existing conditions and estimates during the next twelve months. Investors in our common stock may lose the entire value of their investment in our business. The inclusion of disclosures that express substantial doubt about our ability to continue as a going concern may negatively impact the trading price of our common stock and have an adverse impact on our relationship with third parties with whom we do business, including our customers, vendors and employees, and could make it challenging and difficult for us to raise additional debt or equity financing to the extent needed, on attractive terms or at all, all of which could have a material adverse impact on our business, financial condition and results of operations.
Our common stock has been delisted from the New York Stock Exchange.
Our common stock was previously listed on the New York Stock Exchange (the “NYSE”) under the symbol “BRS.” As a result of our failure to satisfy the continued listing requirements of the NYSE, on May 13, 2019, our common stock was delisted from the NYSE. Since May 14, 2019, our common stock has been trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “BRSWQ.” We can provide no assurance that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of our common stock on this market, whether the trading volume of our common stock will be sufficient to provide for an efficient trading market or whether quotes for our common stock will continue on this market in the future. See “— Risks Related to Our Chapter 11 Cases — Trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks.”

If certain transactions occur with respect to our capital stock, limitations may be imposed on our ability to utilize net operating loss carryforwards to reduce our income taxes.
Under federal income tax law, a corporation generally is permitted to carry forward net operating losses from prior tax years to offset taxable income, and correspondingly reduce federal income tax liability, in later tax years. We estimate having net operating loss carryforwards for federal income tax purposes of approximately $145.0 million as of March 31, 2019. Our ability to utilize our net operating loss carryforwards to offset future taxable income and reduce federal income tax liability is subject to certain requirements and restrictions. In particular, if we experience an “ownership change,” as defined in section 382 of the U.S. Internal Revenue Code, then our ability to use our net operating loss carryforwards may be substantially limited, which could have a negative impact on our financial position and results of operations. Generally, there is an “ownership change” if one or more shareholders owning 5% or more of a corporation’s common stock have aggregate increases in their ownership of such stock of more than 50% over a rolling three-year period. Thus, if certain transactions occur with respect to our capital stock (including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions) that result in a cumulative change of more than 50% of the ownership of capital stock over the relevant three-year period, an annual limitation would be imposed with respect to the ability to utilize our net operating loss carryforwards that existed at the time of the ownership change.
Under section 382 of the U.S. Internal Revenue Code, absent an application exception (including any exception available for ownership changes occurring in connection with a bankruptcy reorganization), if a corporation undergoes an “ownership change,” the amount of its net operating losses existing as of the time of the ownership change that may be utilized to offset future taxable income generally will be subject to an annual limitation equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate (plus an additional amount calculated based on certain “built in gains” in our assets that may be deemed to be realized within a 5-year period following any ownership change). Because the value of our stock can be subject to significant fluctuations in value, it is possible an ownership change would materially limit our ability to utilize our substantial net operating loss carryforwards in the future. As such, there can be no assurance that we will be able to utilize our net operating loss carryforwards to offset future taxable income.
On May 14, 2019, in connection with our Chapter 11 Cases, the Bankruptcy Court entered an order approving certain notification and hearing procedures for transfers of, and declarations of worthlessness with respect to, beneficial ownership of common stock (the “Order”). The Order is designed to protect our net operating loss carryforwards from the effect of a premature ownership change under section 382 of the Internal Revenue Code, and to preserve our ability to rely on certain favorable rules that can apply to ownership changes occurring in connection with the implementation of a bankruptcy plan of reorganization. The Order requires “substantial shareholders” and “50-percent shareholders” (each as defined therein), and certain persons that might become a substantial shareholder or 50-percent shareholder, to provide notice before making certain transfers of beneficial ownership of common stock or declaring its beneficial ownership of stock worthless for U.S. federal income tax purposes, respectively. After receiving notice, we are permitted to object, whereupon such action remains ineffective pending final resolution. Any action taken in violation of such procedures is void ab initio.
In order to support our business, we may require additional capital in the future that may not be available to us.
Our business is capital intensive, and to the extent we do not generate sufficient cash from operations, we will need to raise additional funds through bank debt, public or private debt, or equity financings to execute our growth strategy and to fund operating losses.funds. Adequate sources of capital funding may not be available when needed, or may not be available on favorable terms. If we raise additional funds by issuing equity or certain types of convertible debt securities, dilution to the holdings of existing stockholders may result. Further, if we raise additional debt financing, we will incur additional interest expense and the terms of such debt may be at less favorable rates than existing debt and could require the pledge of additional assets as security or subject us to financial and/or operating covenants that affect our ability to conduct our business. If funding is insufficient at any time in the future, we may be unable to acquire additional aircraft, take advantage of business opportunities, fund operating losses or respond to competitive pressures, any of which could harm our business, financial condition and results of operations. See discussion of our capital commitments in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Cash Requirements” included elsewhere in this Annual Report.
The vote by the United Kingdom to leave the E.U. could adversely affect us.
In a referendum held on June 23, 2016, voters in the U.K. approved Brexit.the exit of the U.K. from the E.U. On March 29, 2017, the U.K. government commenced the exit process under Article 50 of the Treaty of the European Union by notifying the European Council of the U.K.’s intention to leave the E.U. This notification startsstarted a two-year time period ending on March 29, 2019 for the U.K. and the remaining E.U. Member States to negotiate a withdrawal agreement. In March 2019, Prime Minister of the U.K. Theresa May and European leaders negotiated a delay for the Parliament of the United Kingdom to agree upon The Government’s Brexit Treaty, moving the date from March 29, 2019 to April 12, 2019. In April 2019, a further half-year extension was agreed between the U.K. and the remaining E.U. Members States until October 31, 2019. Negotiations remain ongoing to determine the future terms of the U.K.’s relationship with the E.U. Increased uncertainty surrounds future Brexit talks due to the
For fiscal years 2018, 2017
new leadership of the U.K. government following Theresa May’s resignation as Prime Minister on June 7, 2019 and 2016, approximately 37%, 36%the election of Boris Johnson on July 23, 2019 and 34%, respectively,subsequent actions by the U.K. government. The impact on the Company’s business as a result of our revenue was derived from contracts with customersBrexit will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations.
As a result of the referendum, the global markets and currencies have been adversely impacted, including a sharp decline in the U.K., and for fiscal years 2018, 2017 and 2016, approximately 18%, 16% and 16%, respectively,value of our revenue was derivedthe British pound sterling as compared to the U.S. dollar. Volatility in exchange rates resulting from contracts with customersBrexit is expected to continue in other European markets.
The consequences ofthe short term as the U.K. negotiates its exit from the E.U. In addition, Brexit together with the protracted negotiations around the terms of Brexit, could introduce significant uncertainties into global financial markets and adversely impact the regions in which we and our clients operate. In the long term, Brexit could also create uncertainty with respect to the legal and regulatory requirements to which we and our customers in the U.K. are subject and lead to potentially divergent national laws and regulations as the U.K. government determines which E.U. laws to modifyreplace or replace. Brexit also exacerbates the potential for additional referendums within the U.K., such asreplicate, and those laws and regulations may be cumbersome, difficult or costly in Scotland, which could lead to a breakup of the U.K, creating further legal and regulatory uncertainty.
The Brexit vote initially resulted in a significant decline in the value of British pound sterling. While the British pound sterling has since partially recovered as negotiations over the terms of Brexit have progressed, volatility in exchange rates remains possible. If the British pound sterling weakens once again, revenue under contracts denominated in British pound sterling will translate into fewer U.S. dollars. For fiscal years 2018 and 2017, revenue denominated in British pound sterling represented 35% and 34%compliance. Any of our revenue, respectively. The uncertainties surrounding Brexit and risks associated with the commencementthese effects of Brexit, among others, could have a material adverse effect on our current business and future growth.
We may undertake one or more significant corporate transactions that may not achieve their intended results, may adversely affect our financial condition and our results of operations or result in unforeseeable risks to our business.
We continuously evaluate the acquisition or disposition of operating businesses and assets and may in the future undertake one or more significant transactions. Any such transaction could be material to our business and could take any number of forms, including mergers, joint ventures and the purchase of equity interests. The consideration for such acquisitive transactions may include, among other things, cash, common stock or equity interests in us or our subsidiaries, or a contribution of equipment to obtain equity interests, and in conjunction with a transaction we might incur additional indebtedness. We also routinely evaluate the benefits of disposing of certain of our assets.
These transactions may present significant risks such as insufficient revenue to offset liabilities assumed, potential loss of significant revenue and income streams, increased or unexpected expenses, inadequate return of capital, regulatory or compliance issues, the triggering of certain covenants in our debt agreements (including accelerated repayment) and unidentified issues not discovered in due diligence. In addition, such transactions could distract management from current operations. As a result of the risks inherent in such transactions, we cannot guarantee that any such transaction will ultimately result in the realization of its anticipated benefits or that it will not have a material adverse effect on our business, financial condition and results of operations. If we were to complete such an acquisition, disposition, investment or other strategic transaction, we may require additional debt or equity financing that could result in a significant increase in our amount of debt and our debt service obligations or the number of outstanding shares of our common stock, thereby diluting holders of our common stock outstanding prior to such acquisition.

Changes in the method of determining the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates.
It is expected that a number of private-sector banks currently reporting information used to set LIBOR will stop doing so after 2021 when their current reporting commitment ends, which could either cause LIBOR to stop publication immediately or cause LIBOR’s regulator to determine that its quality has degraded to the degree that it is no longer representative of its underlying market.  It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will develop.  Borrowings under our current and future indebtedness may bear interest at rates tied to LIBOR.  In the future, we may need to renegotiate our existing indebtedness or incur other indebtedness, and the phase-out of LIBOR may negatively impact the terms of such indebtedness. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could have a material adverse effect on our financial position, results of operations, and liquidity.
Our operations involve a degree of inherent risk that may not be covered by our insurance and may increase our operating costs.
The operation of helicopters and fixed wing aircraft inherently involves a degree of risk. Hazards such as harsh weather and marine conditions, mechanical failures, facility fires and spare parts damage, pandemic outbreaks, crashes and collisions are inherent in our business and may result in personal injury, loss of life, damage to property and equipment, suspension or reduction of operations, reduced number of flight hours and the grounding of such aircraft or insufficient ground facilities or spare parts to support operations. In addition to any loss of property or life, our revenue, profitability and margins could be materially affected by an accident or asset damage.
We, or third parties operating our aircraft, may experience accidents or damage to our assets in the future. These risks could endanger the safety of both our own and our clients’customers’ personnel, equipment, cargo and other property, as well as the environment. If any of these events were to occur with equipment or other assets that we need to operate or lease to third parties, we could experience loss of revenue, termination of charter contracts, higher insurance rates, and damage to our reputation and client relationships. In addition, to the extent an accident occurs with aircraft we operate or to assets supporting operations, we could be held liable for resulting damages. Even where losses or liability for damages is covered by insurance, we may incur deductibles

and additional insurance premiums. The lack of sufficient insurance for an incident or accident could have a material adverse effect on our operations and financial condition.
Certain models of aircraft that we operate have also experienced accidents while operated by third parties. Most recently, onOn April 29, 2016, an incident occurred with an Airbus Helicopters EC225LP (also known as an H225) model helicopter operated by another helicopter company, which resulted in the loss of life for eleven passengers and two crew members in Norway. This incident resulted in the civil aviation authorities in the U.K. and Norway issuing safety directives that required the operators to suspend commercial operations of the affected aircraft pending determination of the root cause. Although the civil aviation authorities have since issued a safety directive providing for return to service, our H225 fleet of 2416 aircraft remains grounded globally as a result of this incident. If other operators experience accidents with aircraft models that we operate or lease, obligating us to take such aircraft out of service until the cause of the accident is rectified, we could lose revenue and clients.customers. In addition, safety issues experienced by a particular model of aircraft could result in clientscustomers refusing to use that particular aircraft model or a regulatory body grounding that particular aircraft model. The value of the aircraft model might also be permanently reduced in the market if the model were to be considered less desirable for future service and the inventory for such aircraft may be impaired.
We attempt to protect ourselves against financial losses and damage by carrying insurance, including hull and liability, general liability, workers’ compensation, and property and casualty insurance. Our insurance coverage is subject to deductibles and maximum coverage amounts, and we do not carry insurance against all types of losses, including business interruption. We cannot assure you that our existing coverage will be sufficient to protect against all losses, that we will be able to maintain our existing coverage in the future or that the premiums will not increase substantially. In addition, future terrorist activity, risks of war, accidents or other events could increase our insurance premiums. The loss of our liability insurance coverage, inadequate coverage from our liability insurance or substantial increases in future premiums could have a material adverse effect on our business, financial condition and results of operations.
Failure to maintain standards of acceptable safety performance may have an adverse impact on our ability to attract and retain clientscustomers and could adversely impact our reputation, operations and financial performance.
Our clientscustomers consider safety and reliability as two of the primary attributes when selecting a provider of air transportation services. If we fail to maintain standards of safety and reliability that are satisfactory to our clients,customers, our ability to retain current clientscustomers and attract new clientscustomers may be adversely affected. Accidents or disasters could impact client or passenger confidence in a particular fleet type, us or the air transportation services industry as a whole and could lead to a reduction in client contracts, particularly if such accidents or disasters were due to a safety fault in a type of aircraft used in our fleet. In addition, the loss of aircraft as a result of accidents could cause significant adverse publicity and the interruption of air services to our clients,customers, which could adversely impact our reputation, operations and financial results. Our aircraft have been involved in accidents in the past, some of which have included loss of life and property damage. We may experience similar accidents in the future.

Our diversification efforts into other industrial aviation services such as fixed wing, SAR, and unmanned aerial vehicle services may prove unsuccessful.
Our business has traditionally been significantly dependent upon the level of offshore oil and gas exploration, development and production activity. Although the company has begun diversification effortsdiversified with the award for the provision of SAR services in the U.K. and investmentsinvestment in Eastern Airways, Airnorth, and Sky-Futures, the effect of the downturn in the oil and gas industry has nevertheless negatively impacted our financial results and could continue to negatively impact our financial results in future periods. While diversification into other industrial aviation services is intended over the long term to grow the business and offset the cyclical nature of the underlying oil and gas business, we cannot be certain that diversification benefits associated with those lines of business will be realized at any point.
Our operations in certain regions of the world are subject to additional risks.
Operations in certain regions are subject to various risks inherent in conducting business in international locations, including:
political, social and economic instability, including risks of war, general strikes and civil disturbances;
physical and economic retribution directed at U.S. and foreign companies and personnel;
governmental actions that restrict payments or the movement of funds or result in the deprivation of contract rights;
violations of our Code;
adverse tax consequences;
fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability;    

potential noncompliance with a wide variety of laws and regulations, such as the FCPA, and similar non-U.S. laws and regulations, including the U.K. Bribery Act and Brazil’s Clean Companies Act (the “BCCA”);
the taking of property without fair compensation; and
the lack of well-developed legal systems in some countries that could make it difficult for us to enforce our contractual rights.
Historically, there has been continuing political and social unrest in Nigeria, where we derived 14%12%, 15%14% and 14%15% of our gross revenue during fiscal years 20182019, 20172018 and 20162017, respectively. In 2015, there was a change in the leadership in Nigeria. The current leadership is facing numerous challenges which, if not addressed, may cause political or social unrest and result in a lack of demand for our services in Nigeria and safety risks for our operations and our people. Our operations in Nigeria are subject to the Nigerian Content Development Act 2010, which requires that oil and gas contracts be awarded to a company that is seen or perceived to have more “local content” than a “Foreign” competitor. Additionally, the Nigerian Content Development Act allows the monitoring board to penalize companies that do not meet these local content requirements up to 5% of the value of the contract. In addition, the passage of the Nigerian Petroleum Industry Bill could lead to further uncertainty in demand in the region. Future unrest or legislation in Nigeria or our other operating regions could adversely affect our business, financial condition and results of operations in those regions. We cannot predict whether any of these events will continue to occur in Nigeria or occur elsewhere in the future.
We also have a joint venture operating in Sakhalin that may be negatively impacted by any further changes to current sanctions against Russia.

We are highly dependent upon the level of activity in the North Sea and to a lesser extent the U.S. Gulf of Mexico, which are mature exploration and production regions.
In fiscal years 20182019, 20172018 and 20162017, approximately 62%65%, 58%62% and 58%, respectively, of our gross revenue was derived from industrial aviation services provided to oil and gas clientscustomers operating in the North Sea and the U.S. Gulf of Mexico. The North Sea and the U.S. Gulf of Mexico are mature exploration and production regions that have undergone substantial seismic survey and exploration activity for many years. Because a large number of oil and gas properties in these regions have already been drilled, additional prospects of sufficient size and quality (including projected costs permitting economic development, given anticipated hydrocarbon prices) could be more difficult to identify. The ability of our clientscustomers to produce sufficient quantities to support the costs of exploration in different basins could impact the level of future activity in these regions. Generally, the production from these drilled oil and gas properties is declining. In the future, production may decline to the point that such properties are no longer economic to operate, in which case, our services with respect to such properties will no longer be needed. Oil and gas companies may not identify sufficient additional drilling sites to replace those that become depleted. In addition, the U.S. government’s exercise of authority under the Outer Continental Shelf Lands Act, as amended, to restrict the availability of offshore oil and gas leases together with the U.K. government’s exercise of authority could adversely impact exploration and production activity in the U.S. Gulf of Mexico and the U.K. North Sea, respectively.
If activity in oil and gas exploration, development and production in either the U.S. Gulf of Mexico or the North Sea materially declines, our business, financial condition and results of operations could be materially and adversely affected. We cannot predict the levels of activity in these areas.
We are exposed to credit risk.risk of our counterparties.
We are exposed to credit risk on our financial investments, which depends on the ability of our counterparties to fulfill their obligations to us. We manage credit risk by entering into arrangements with established counterparties and through the establishment of credit policies and limits, which are applied in the selection of counterparties.
Credit risk on financial instruments arises from the potential for counterparties to default on their contractual obligations and is limited to those contracts on which we would incur a loss in replacing the instrument. We monitor our concentration risk with counterparties on an ongoing basis. The carrying amount of financial assets represents the maximum credit exposure for financial assets.
Credit risk arises on our trade receivables from the unexpected loss in cash and earnings when a client cannot meet its obligation to us or when the value of any security provided declines. To mitigate trade credit risk, we have developed credit policies that include the review, approval and monitoring of new clients,customers, annual credit evaluations and credit limits. There can be no assurance that our risk mitigation strategies will be effective and that credit risk will not adversely affect our financial condition and results of operations.
In addition, the majority of our customers are engaged in oil and gas production, exploration and development. For fiscal year 2018,2019, we generated approximately 68%67% of our consolidated operating revenue from external clientscustomers from oil and gas operations. This concentration could impact our overall exposure to credit risk because changes in economic and industry conditions

that adversely affect the oil and gas industry could affect the credit worthiness of many of our customers. We generally do not require letters of credit or other collateral to support our trade receivables. Accordingly, a continued or additional downturn in the economic condition of the oil and gas industry could adversely impact our ability to collect our receivables and thus impact our business, financial condition and results of operations.
Our failure to dispose of aircraft through sales into the aftermarket could adversely affect us.
The management of our global aircraft fleet involves a careful evaluation of the expected demand for our services across global markets, including the type of aircraft needed to meet this demand. As offshore oil and gas drilling and production globally moves to deeper water, more medium and large aircraft and newer technology aircraft may be required. During a downturn in the oil and gas industry or as older aircraft models come off of current contracts and are replaced by new aircraft, our management evaluates our future needs for these aircraft models and ultimately the ability to recover our remaining investments in these aircraft through sales into the aftermarket. We depreciate our aircraft over their expected useful life to the expected salvage value to be received for the aircraft at the end of that life. However, depending on the market for aircraft, we may record gains or losses on aircraft sales. In certain instances where a cash return can be made on newer aircraft in excess of the expected return available through the provision of our services, we may sell newer aircraft. The number of aircraft sales and the amount of gains and losses recorded on these sales can bedepends on a wide variety of factors and is inherently unpredictable. In May 2016, a global competitor filed for Chapter 11 bankruptcy protection and announced its intention to reject leases resulting in the return of approximately 90 leased helicopters to lessors. ThisA significant return of aircraft by us or our competitors into an already oversupplied market could undermine our ability to dispose of our aircraft and could have a material adverse effect on our business, financial condition and results of operations.

Changes in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our tax returns could adversely affect our business, financial condition and results of operations.
Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or the interpretation or application thereof.  From time to time, the U.S. Congress and foreign, state and local governments consider legislation that could increase our effective tax rate or the effective tax rates of our consolidated affiliates. We cannot determine whether, or in what form, legislation will ultimately be enacted or what the impact of any such legislation could have on our profitability. If these or other changes to tax laws are enacted, our profitability could be negatively impacted.
Our future effective tax rates could also be adversely affected by changes in the valuation of our deferred tax assets and liabilities, changes in the mix of earnings in countries with differing statutory tax rates, the ultimate repatriation of earnings from foreign subsidiaries to the U.S., or by changes in tax treaties, regulations, accounting principles or interpretations thereof in one or more countries in which we operate. In addition, we are subject to the potential examination of our income tax returns by the Internal Revenue Service and other tax authorities where we file tax returns. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that such examinations will not have a material adverse effect on our business, financial condition and results of operations.
If our goodwill, intangible assets or investments in unconsolidated affiliates become impaired we may be required to record a significant charge to earnings.
We acquire other companies and intangible assets, and make investments in unconsolidated affiliates, and may not realize all of the economic benefit from those acquisitions or investments, which could cause an impairment of goodwill, intangibles or investments in unconsolidated affiliates. We review our intangible assets and investments in unconsolidated affiliates for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually.annually or when events or changes in circumstances indicate goodwill may be impaired. Factors that may be a change in circumstances, indicating that the carrying value of our goodwill, intangible assets or investments in unconsolidated affiliates may not be recoverable, include a decline in our stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in the industry in which we operate. For example, in fiscal yearsyear 2017, and 2016, we recognized lossesa loss of $8.7 million and $49.7 million, respectively, associated with the impairment of goodwill and other intangiblesfrom our acquisition of Eastern Airways as a result of the market downturn. In fiscal year 2018, we recorded an $85.7 million impairment to our investment in Líder in Brazil. We may be required to record significant additional charges in our consolidated financial statements during the period in which any impairment of our goodwill, intangible assets or investments in unconsolidated affiliates is determined, which could adversely affect our results of operations.

Foreign exchange risks and controls may affect our financial position and results of operations.
Through our operations outside the U.S., we are exposed to foreign currency fluctuations and exchange rate risks. As a result, a strong U.S. dollar may increase the local cost of our services that are provided under U.S. dollar-denominated contracts, which may reduce the demand for our services in foreign countries.
Because we maintain our financial statements in U.S. dollars, our financial results are vulnerable to fluctuations in the exchange rate between the U.S. dollar and foreign currencies, such as the British pound sterling, Australian dollar, euro, Norwegian kroner and Nigerian naira. In preparing our financial statements, we must convert all non-U.S. dollar results to U.S. dollars. The effect of foreign currency translation impacts our results of operations as a result of the translation of non-U.S. dollar results and is reflected as a component of stockholders’ investment, while the revaluation of certain monetary foreign currency transactions is credited or charged to income and reflected in other income (expense), net. Additionally, our earnings from unconsolidated affiliates, net of losses, are affected by the impact of changes in foreign currency exchange rates on the reported results of our unconsolidated affiliates, primarily the impact of changes in the Brazilian real and the U.S. dollar exchange rate on results for our affiliate in Brazil. Changes in exchange rates could cause significant changes in our financial position and results of operations in the future.
We operate in countries with foreign exchange controls including Brazil, Egypt, Nigeria, Russia and Turkmenistan. These controls may limit our ability to repatriate funds from our international operations and unconsolidated affiliates or otherwise convert local currencies into U.S. dollars. These limitations could adversely affect our ability to access cash from these operations.
See further discussion of foreign exchange risks and controls under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” included elsewhere in this Annual Report.

Our dependence on a small number of helicopter manufacturers and lessors poses a significant risk to our business and prospects, including when we seek to grow our business.
We contract with a small number of manufacturers and lessors for most of our aircraft expansion, replacement and leasing needs. If any of the manufacturers face production delays due to, for example, natural disasters, labor strikes or availability of skilled labor, we may experience a significant delay in the delivery of previously ordered aircraft. During these periods, we may not be able to obtain orders for additional aircraft with acceptable pricing, delivery dates or other terms. Also, we have operating leases for many of our helicopters. The number of companies that provide leasing for helicopters is limited. If any of these leasing companies face financial setbacks, we may experience delays or restrictions in our ability to lease aircraft. Delivery delays or our inability to obtain acceptable aircraft orders or lease aircraft could adversely affect our revenue and profitability and could jeopardize our ability to meet the demands of our clientscustomers and grow our business. For example, our efforts to successfully integrate AW189 aircraft into service for the U.K. SAR contract have beenwere delayed due to a product improvement plan with the aircraft. As a result, the original acceptance of four AW189 aircraft was pushed to later dates. We continue to meet our contractual obligations under the U.K. SAR contract through the utilization of other aircraft. Additionally, lack of availability of new aircraft resulting from a backlog in orders could result in an increase in prices for certain types of new and used helicopters.
If any of the helicopter manufacturers we contract with, the government bodies that regulate them or other parties identify safety issues with helicopter models we currently operate or that we intend to acquire, we may be required to suspend flight operations, as was done with the H225H225LP aircraft. If we are forced to suspend operations of helicopter models, our business, financial condition and results of operations during any period in which flight operations are suspended could be affected.
A shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopter and fixed wing aircraft and supplier cost increases could adversely affect us.
In connection with the required maintenance and repairs performed on our aircraft in order for them to stay fully operational and available for use in our operations, we rely on a few key vendors for the supply and overhaul of components fitted to our aircraft. These vendors have historically worked at or near full capacity supporting the aircraft production lines and the maintenance requirements of various government and civilian aircraft operators that may also operate at or near capacity in certain industries, including operators such as us who support the energy industry. Such conditions can result in backlogs in manufacturing schedules and some parts being in limited supply from time to time, which could have an adverse impact upon our ability to maintain and repair our aircraft. To the extent that these suppliers also supply parts for aircraft used by governments in military operations, parts delivery for our aircraft may be delayed. Our inability to perform timely maintenance and repairs can result in our aircraft being underutilized, which could have an adverse impact on our operating results and financial condition. Furthermore, our operations in remote locations, where delivery of these components and parts could take a significant period of time, may also impact our ability to maintain and repair our aircraft. While every effort is made to mitigate such impact, this may pose a risk to our operating results. Additionally, supplier cost increases for critical aircraft components and parts also pose a risk to our operating results. Cost increases for contracted services are passed through to our clientscustomers through rate increases where possible, including as a

component of contract escalation charges. However, as certain of our contracts are long-term in nature, cost increases may not be adjusted in our contract rates until the contracts are up for renewal.
Additionally, operation of a global fleet of aircraft requires us to carry spare parts inventory across our global operations to perform scheduled and unscheduled maintenance activity.  Changes in the aircraft model types of our fleet or the timing of exits from model types can result in inventory levels in excess of those required to support the fleet over the remaining life of the fleet.  Additionally, other parts may become obsolete or dormant given changes in use of parts on aircraft and maintenance needs.  These fleet changes or other external factors can result in impairment of inventory balances where we expect that excess, dormant or obsolete inventory will not recover its carrying value through sales to third parties or disposal.  

Our future growth depends significantly on the level of international oil and gas activity and our ability to operate outside of the North Sea and the U.S. Gulf of Mexico.
Our future growth will depend significantly on our ability to grow in our core markets and expand into markets outside of the North Sea and the U.S. Gulf of Mexico. Expansion of our business depends on our ability to operate in these other regions.
Expansion of our business outside of the North Sea and the U.S. Gulf of Mexico may be adversely affected by:
local regulations restricting foreign ownership of helicopter operators;
requirements to award contracts to local operators; and
the number and location of new drilling concessions granted by foreign governments.
We cannot predict the restrictions or requirements that may be imposed in the countries in which we operate. If we are unable to continue to operate or retain contracts in markets outside of the North Sea and the U.S. Gulf of Mexico, our operations outside of the North Sea and the U.S. Gulf of Mexico may not grow, and our future business, financial condition and results of operations may be adversely affected.
Our failure to attract and retain qualified personnel could have an adverse effect on us.
Loss of the services of key management personnel at our corporate and regional headquarters without being able to attract personnel of equal ability could have a material adverse effect upon us. Further, the Transportation Code in the U.S. and other statutes require our President and two-thirds of our board of directors and other managing officers be U.S. citizens. Our failure to attract and retain qualified executive personnel or for such executive personnel to work well together or as effective leaders in their respective areas of responsibility could have a material adverse effect on our current business and future growth.
Our ability to attract and retain qualified pilots, mechanics and other highly-trained personnel is an important factor in determining our future success. For example, many of our clientscustomers require pilots with very high levels of flight experience. The market for these experienced and highly-trained personnel is competitive and may become more competitive. Accordingly, we cannot assure you that we will be successful in our efforts to attract and retain such personnel. Some of our pilots, mechanics and other personnel, as well as those of our competitors, are members of military reserves who have been, or could be, called to active duty. If significant numbers of such personnel are called to active duty, it could reduce the supply of such workers and likely increase our labor costs. Additionally, the addition of new aircraft types to our fleet or a sudden change in demand for a specific aircraft type, as happened with the Sikorsky S-92 aircraft type in response to the H225 grounding, may require us to retain additional pilots, mechanics and other flight-related personnel.
A number of personnel departed the companyCompany during the current oil and gas industry downturn, and we may be unable to take advantage of current opportunities with our reduced workforce. We also may be unable to timely replace such personnel when the industry emerges from the current downturn.
These risks became heightened during the pending Chapter 11 Cases. Our failure to attract and retain qualified personnel could have a material adverse effect on our current business and future growth.
Labor problems could adversely affect us.
Certain of our employees in the U.K., Norway, Nigeria, the U.S. and Australia (collectively, about 54%57% of our employees) are represented under collective bargaining or union agreements with 86%78% of these employees being represented by collective bargaining agreements and/or unions that have expired or will expire in one year. Disputes over the terms of these agreements or our potential inability to negotiate acceptable contracts with the unions that represent our employees under these agreements could result in strikes, work stoppages or other slowdowns by the affected workers. Periodically, certain groups of our employees who are not covered under a collective bargaining agreement consider entering into such an agreement. Further, if our unionized workers

engage in an extended strike, work stoppage or other slowdown, other employees elect to become unionized, existing labor agreements are renegotiated, or future labor agreements contain terms that are unfavorable to us, we could experience a disruption of our operations or higher ongoing labor costs, which could adversely affect our business, financial condition and results of operations.
See Item 1. “Business — Employees” included elsewhere in this Annual Report for further discussion on the status of collective bargaining or union agreements.

Our operations are subject to weather-related and seasonal fluctuations.
Our operations can be impaired by harsh weather conditions. Poor visibility, high wind, heavy precipitation, sand storms and volcanic ash can affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours. A significant portion of our operating revenue is dependent on actual flight hours, and a substantial portion of our direct cost is fixed. Thus, prolonged periods of harsh weather can have a material adverse effect on our business, financial condition and results of operations. In addition, severe weather patterns, including those resulting from climate change, could affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours, which may have a material adverse effect on our business, financial condition and results of operations.
The fall and winter months have fewer hours of daylight, particularly in the North Sea and Canada. While some of our helicopters are equipped to fly at night, we generally do not do so. In addition, drilling activity in the North Sea and Canada is lower during the winter months than the rest of the year. Anticipation of harsh weather during this period causes many oil and gas companies to limit activity during the winter months. Consequently, flight hours are generally lower during these periods, typically resulting in a reduction in operating revenue during those months. Accordingly, our reduced ability to operate in harsh weather conditions and darkness may have a material adverse effect on our business, financial condition and results of operations.
The Harmattan, a dry and dusty West African trade wind, blows in Nigeria between the end of December and the middle of February. The heavy amount of dust in the air can severely limit visibility and block the sun for several days, comparable to a heavy fog. We are unable to operate aircraft during these harsh conditions. Consequently, flight hours may be lower during these periods resulting in reduced operating revenue, which may have a material adverse effect on our business, financial condition and results of operations.
In the U.S. Gulf of Mexico, the months of December through March typically have more days of harsh weather conditions than the other months of the year. Heavy fog during those months often limits visibility and flight activity. In addition, in the Gulf of Mexico, June through November is tropical storm and hurricane season, and in Australia, November through April is cyclone season. When a weather event is about to enter or begins developing in these regions, helicopter flight activity may increase because of evacuations of offshore workers. However, during such an event, we are unable to operate in the area of the storm. In addition, as a significant portion of our facilities are located along the coast of these regions, extreme weather may cause substantial damage to our property in these locations, including possibly aircraft. Additionally, we incur costs in evacuating our aircraft, personnel and equipment prior to tropical storms, hurricanes and cyclones.
Failure to develop or implement new technologies could affect our results of operations.
Many of the aircraft that we operate are characterized by changing technology, introductions and enhancements of models of aircraft and services and shifting client demands, including technology preferences. Our future growth and financial performance will depend in part upon our ability to develop, market and integrate new services and to accommodate the latest technological advances and client preferences. In addition, the introduction of new technologies or services that compete with our services could result in our revenue decreasing over time. If we are unable to upgrade our operations or fleet with the latest technological advances in a timely manner, or at all, our business, financial condition and results of operations could suffer.
We are increasingly dependent on information technology, and if we are unable to protect against service interruptions, data corruption, cyber attacks or network security breaches, our operations could be disrupted and our business could be negatively impacted.
Our business is increasingly dependent upon information technology networks and systems to process, transmit and store electronic and financial information, to capture knowledge of our business, and to communicate within our company and with clients,customers, suppliers, partners and other stakeholders. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, cyber attacks, telecommunication failures, user errors or catastrophic events. Our information technology systems are becoming increasingly integrated on a global basis, so damage, disruption or shutdown to the system could result in a more widespread impact. If our information technology systems suffer severe damage, disruption or shutdown, and our business continuity plans do not effectively resolve the issues in

a timely manner, we could experience business disruptions and transaction errors causing a material adverse effect on our business, financial condition and results of operations.

In addition, a breach or failure of our information technology systems could lead to potential unauthorized access and disclosure of confidential information, including the Personally Identifiable Information of our customers and employees, or violations of privacy or other laws. Any such breach could also lead to data loss, data corruption, communication interruption or other operational disruptions within our business. There is no assurance that we will not experience cyber attacks or security breaches and suffer losses in the future. As the methods of cyber attacks or security breaches continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any such event. Furthermore, the continuing and evolving threat of cyber attacks and security breaches has resulted in increased regulatory focus on prevention. To the extent we are subject to increased regulatory requirements, we may be required to expend additional resources to meet such requirements.
DowngradesOur business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy and data protection.
The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. New laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including the European Union General Data Protection Regulation, pose increasingly complex compliance challenges and potentially elevate our costs. Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our credit ratings could impact our ability to access capitalbusiness practices, increase the costs and materiallycomplexity of compliance, and adversely affect our business, financial condition and resultsbusiness. As noted above, we are also subject to the possibility of operations.
Credit rating agencies continually review their ratings for the companies that they follow, including us. Credit rating agencies also evaluate the industries incyber incidents or attacks, which we and our affiliates operate as a whole andthemselves may change their credit rating for us based on their overall view of such industries. Both Moody’s and Standard and Poor’s downgraded our ratings during 2017 as a result of the oil industry downturn and its effects on our financial results. There can be no assurance that any rating assigned to our currently outstanding public debt securities will remain in effect for any given period of time or that any such ratings will not be further lowered, suspended or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances so warrant.
A further downgrade of our credit ratings could, among other things:
limit our ability to access capital or otherwise adversely affect the availability of other new financing on favorable terms, if at all;
result in more restrictive covenants in agreements governing the termsa violation of any future indebtedness that we may incur;
cause us to refinance indebtedness with less favorable terms and conditions, which debt may require collateral and restrict, among other things, our ability to pay distributions or repurchase shares;
increase our cost of borrowing;
adversely affect the market price of our outstanding debt securities; and
impair our business, financial condition and results of operation.these laws.
We operate in many international areas through entities that we do not control and are subject to government regulation that limits foreign ownership of aircraft companies in favor of domestic ownership.
We conduct many of our international operations through entities in which we have a noncontrolling investment or through strategic alliances with foreign partners. For example, we have acquired interests in, or in some cases have lease and service agreements with, entities that operate aircraft in Brazil, Canada and Egypt. We provide engineering and administrative support to certain of these entities. We derive significant amounts of lease revenue, service revenue, equity earnings and dividend income from these entities. In fiscal years 20182019, 20172018 and 20162017, we received approximately $67.1$48.4 million, $71.5$56.1 million and $78.9$59.1 million, respectively, of revenue from the provision of aircraft and other services to unconsolidated affiliates. As a result of not owning a majority interest or maintaining voting control of our unconsolidated affiliates, we do not have the ability to control their policies, management or affairs. The interests of persons who control these entities or partners may differ from ours and may cause such entities to take actions that are not in our best interest. If we are unable to maintain our relationships with our partners in these entities, we could lose our ability to operate in these areas, potentially resulting in a material adverse effect on our business, financial condition and results of operations. Additionally, an operational incident involving one of the entities over which we do not have operational control may nevertheless cause us reputational harm.
We are subject to governmental regulation that limits foreign ownership of aircraft companies in favor of domestic ownership. Based on regulations in various markets in which we operate, our aircraft may be subject to deregistration and we may lose our ability to operate within these countries if certain levels of local ownership are not maintained. Deregistration of our aircraft for any reason, including foreign ownership in excess of permitted levels, could have a material adverse effect on our ability to conduct operations within these markets. We cannot assure you that there will be no changes in aviation laws, regulations or administrative requirements or the interpretations or applications thereof that could restrict or prohibit our ability to operate in certain regions. Any such restriction or prohibition on our ability to operate may have a material adverse effect on our business, financial condition and results of operations. See further discussion in Item 1. “Business — Governmental Regulation” included elsewhere in this Annual Report.

We are subject to legal compliance risks.
As a global business, we are subject to complex laws and regulations in the U.S., the U.K. and other countries in which we operate. These laws and regulations relate to a number of aspects of our business, including anti-bribery and anti-corruption laws, import and export controls, sanctions against business dealings with certain countries and third parties, the payment of taxes, employment and labor relations, antitrust and fair competition, data privacy protections, securities regulation, and other regulatory requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and may sometimes conflict. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that could result in reduced revenue and profitability. Non-compliance could also result in significant fines, damages, and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the conduct of our business and damage our reputation. Certain violations of law could also result in suspension or debarment from

government contracts. We also incur additional legal compliance costs associated with our global regulations. In some foreign countries, particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited by laws such as the FCPA, the U.K. Bribery Act and the BCCA in Brazil, an anti-bribery law that is similar to the FCPA and U.K. Bribery Act. Although we implement policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors, agents, and business partners will not take action in violation with our internal policies. Any such violation of the law or even internal policies could have a material adverse effect on our business, financial condition and results of operations.
Actions taken by agencies empowered to enforce governmental regulations could increase our costs and reduce our ability to operate successfully.
Our operations are regulated by governmental agencies in the various jurisdictions in which we operate. These agencies have jurisdiction over many aspects of our business, including personnel, aircraft and ground facilities. Statutes and regulations in these jurisdictions also subject us to various certification and reporting requirements and inspections regarding safety, training and general regulatory compliance. Other statutes and regulations in these jurisdictions regulate the offshore operations of our clients.customers. The agencies empowered to enforce these statutes and regulations may suspend, curtail or require us to modify our operations. As previously reported, on April 29, 2016, another company’s EC 225LP (also known as an H225LP) model helicopter crashed near Turøy outside of Bergen, Norway resulting in the European Aviation Safety Agency (the “EASA”) issuing airworthiness directives prohibiting flight of H225LP and AS332L2 model aircraft. On July 20, 2017, the U.K. CAA and the Norway Aviation Agency (the “NCAA”) issued safety and operational directives that detail the conditions to apply for the safe return to service of H225LP and AS332L2 model aircraft, where operators wish to do so. We continue not to operate for commercial purposes our 2416 H225LP model aircraft. We are carefully evaluating next steps and demand for the H225LP model aircraft in our oil and gas and SAR operations worldwide, with the safety of passengers and crews remaining our highest priority. However, additional directive requirements in the future could present North Sea operators, including us, with significant operational challenges. A suspension or substantial curtailment of our operations for any prolonged period, and any substantial modification of our current operations, could have a material adverse effect on our business, financial condition and results of operations. See further discussion in Item 1. “Business — Government Regulation” and “Business - Environmental” included elsewhere in this Annual Report.
Adverse results of legal proceedings could materially and adversely affect our business, financial condition and results of operations.
We are currently subject to and may in the future be subject to legal proceedings and claims that arise out of the ordinary conduct of our business. Results of legal proceedings cannot be predicted with certainty. Irrespective of merit, litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. We may face significant monetary damages or injunctive relief against us that could materially adversely affect a portion of our business operations or materially and adversely affect our business, financial condition and results of operations should we not prevail in certain matters.
Negative publicity may adversely impact us.
Media coverage and public statements that insinuate improper actions by us, our unconsolidated affiliates, or other companies in our industry, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental investigations by regulators. Specifically, accidents involving any aircraft operated by us or a third-party operator could cause substantial adverse publicity affecting us specifically or our industry generally and could lead to the perception that our aircraft are not safe or reliable. In addition, negative publicity about our ability to continue as a going concern or in connection with the Chapter 11 Cases may cause us to lose existing or potential new customers and may negatively impact our efforts to establish and promote a positive image after emergence from the Chapter 11 Cases.
Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on our reputation, the morale of our employees and the willingness of passengers to fly on our aircraft and those of our competitors, which could adversely affect our business, financial condition and results of operations.

Environmental regulations and liabilities may increase our costs and adversely affect us.
Our operations are subject to U.S. federal, state and local, and foreign environmental laws and regulations that impose limitations on the discharge of pollutants into the environment and establish standards for the treatment, storage, recycling and disposal of toxic and hazardous wastes. The nature of the business of operating and maintaining aircraft requires that we use, store and dispose of materials that are subject to environmental regulation. Environmental laws and regulations change frequently, which makes it impossible for us to predict their cost or impact on our future operations. Liabilities associated with environmental matters

could have a material adverse effect on our business, financial condition and results of operations. We could be exposed to strict, joint and several liability for cleanup costs, natural resource damages and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Additionally, any failure by us to comply with applicable environmental laws and regulations may result in governmental authorities taking action against us that could adversely impact our operations and financial condition, including the:
issuance of administrative, civil and criminal penalties;
denial or revocation of permits or other authorizations;
imposition of limitations on our operations; and
performance of site investigatory, remedial or other corrective actions.
Changes in environmental laws or regulations, including laws relating to greenhouse gas emissions or other climate change concerns, could require us to devote capital or other resources to comply with those laws and regulations. These changes could also subject us to additional costs and restrictions, including increased fuel costs. In addition, such changes in laws or regulations could increase costs of compliance and doing business for our customers and thereby decrease the demand for our services. Because our business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas or limit drilling opportunities. For additional information, see Item 1. “Business — Environmental” and Item 3. “Legal Proceedings” included elsewhere in this Annual Report.
Regulations limit foreign ownership of our company, which could reduce the price of our common stock and cause owners of our common stock who are not U.S. persons to lose their voting rights.
Our restated certificate of incorporation provides that persons or entities that are not “citizens of the U.S.” (as defined in the Federal Aviation Act) shall not collectively own or control more than 25% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of shares owned by stockholders who are not citizens of the U.S. shall automatically be suspended, in the reverse chronological order of the dates and times of registry of such shares in our stock records, until the voting rights of a sufficient number thereof shall have been suspended so that the number of shares owned by stockholders who are not citizens of the U.S. that continue to have voting rights equals the greatest whole number that is less than or equal to the Permitted Foreign Ownership Percentage. Shares held by persons who are not citizens of the U.S. may lose their associated voting rights and be redeemed as a result of these provisions. Based on preliminary information, we believe that persons with foreign addresses and/or places of organization held approximately 32% of our total outstanding common stock as of May 10, 2019. Accordingly, in the event of any vote by our stockholders, the voting rights of shares held by non-U.S. citizens would be suspended pursuant to our organizational documents if such ownership remains above 25% of our total outstanding common stock at the time of such vote. These restrictions may have a material adverse impact on the liquidity or market value of our common stock because holders may be unable to transfer our common stock to persons who are not citizens of the U.S.

and because persons who are not citizens of the U.S. may be unable or unwilling to hold shares of our common stock the voting rights of which has been suspended.
If we do not restrict the amount of foreign ownership of our common stock, we might lose our status as a U.S. air carrier and be prohibited from operating aircraft in the U.S., which could adversely impact our business, financial condition and results of operations.
Since we hold the status of a U.S. air carrier under the regulations of both the U.S. Department of Transportation and the FAA and we engage in the operating and dry-leasing of aircraft in the U.S., we are subject to regulations pursuant to Title 49 of the Transportation Code (the “Transportation Code”) and other statutes (collectively, the “Aviation Acts”). The Transportation Code requires that certificates to engage in air transportation be held only by citizens of the U.S. as that term is defined in the relevant section of the Transportation Code. That section requires: (i) that our President and two-thirds of our board of directors and other managing officers be U.S. citizens; (ii) that at least 75% of our outstanding voting stock be owned by U.S. citizens; and (iii) that we must be under the actual control of U.S. citizens. Further, our aircraft operating in the U.S. must generally be registered in the U.S. In order to register such aircraft under the Aviation Acts, we must be owned or controlled by U.S. citizens. Although our restated certificate of incorporation and amended and restated by-laws contain provisions intended to ensure compliance with the provisions of the Aviation Acts, a failure to maintain compliance could result in the loss of our air carrier status prohibiting us from both operating as an air carrier and operating aircraft in the U.S. during any period in which we did not comply with these regulations, and thereby adversely affect our business, financial condition and results of operations.
Risks Relating to Our Level of Indebtedness
Our level of indebtedness could adversely affect our ability to obtain financing, impair our ability to fulfill our obligations under our indebtedness and limit our ability to adjust to changing market conditions.
We have substantial debt and substantial debt service requirements. As of March 31, 2018, we had approximately $1.5 billion of outstanding indebtedness, including long-term debt. In addition, on April 17, 2018, two of our subsidiaries entered into a new asset-backed revolving credit facility (the “ABL Facility”), which provides for commitments in an aggregate amount of $75 million, with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount of the ABL Facility may be increased from time to time to a total of as much as $100 million, subject to the satisfaction of certain conditions, and any such increase would be allocated among the borrower subsidiaries. Although certain of our debt agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions.
Our level of indebtedness may have important consequences to our business, including:
impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes;
requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes or to repurchase our debt upon a change of control;
subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including future borrowings under our ABL Facility;
increasing the possibility of an event of default under certain covenants contained in our debt agreements; and
limiting our ability to adjust to rapidly changing market conditions, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or our business than our competitors with less debt.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to refinance all or a portion of our existing debt or obtain additional financing. There is no assurance that any such refinancing could be possible or that any additional financing could be obtained. Our inability to obtain such refinancing or financing could have a material adverse effect on us.

To service our indebtedness and lease obligations we will continue to require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control.
Our ability to make scheduled payments of principal or interest with respect to our indebtedness and lease obligations will depend on our ability to generate cash and on our financial results. Our ability to generate cash depends on the demand for our services, which is subject to levels of activity in offshore oil and gas exploration, development and production, general economic conditions, the ability of our affiliates to generate and distribute cash flows, and financial, competitive, regulatory and other factors affecting our operations, many of which are beyond our control. We cannot assure you that our operations will generate sufficient cash flow or that future borrowings will be available to us under our ABL Facility or otherwise in an amount sufficient to enable us to pay our indebtedness or lease obligations or to fund our other liquidity needs.
Covenants in our debt agreements may restrict the manner in which we can operate our business.
The indentures governing our 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) and our 8.75% Senior Secured Notes due 2023 (the “8.75% Senior Secured Notes”) limit, among other things, our ability and the ability of our restricted subsidiaries to:
borrow money or issue guarantees;
pay dividends, redeem capital stock or make certain other restricted payments;
incur liens to secure indebtedness;
make certain investments;
sell certain assets;
enter into transactions with our affiliates; or
merge with another person or sell substantially all of our assets.
If we fail to comply with these and other covenants, we would be in default under our aggregate $200 million U.S. dollar equivalent loans from Lombard North Central Plc, a part of the Royal Bank of Scotland (the “Lombard Debt”), $200 million loan from the Macquarie Bank Limited (the “Macquarie Debt”), $230 million term loan credit agreement with PK AirFinance S.à r.l., as agent, and PK Transportation Finance Ireland Limited, as lender, and other lenders from time to time party thereto (the “PK Air Debt”) and ABL Facility (together, our “Credit Facilities”) and the indentures governing the 6¼% Senior Notes and the 8.75% Senior Secured Notes, and the principal and accrued interest on our outstanding indebtedness may become due and payable. In addition, our Credit Facilities and other debt agreements contain, and our future debt agreements may contain, similar and additional affirmative and negative covenants. Our Credit Facilities and the 8.75% Senior Secured Notes are secured by many of our assets (including most of our helicopters), and such assets may not be available to secure additional financings. As a result, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be considered beneficial to us.
Our debt agreements, including our Credit Facilities and the indentures governing the 6¼% Senior Notes, the 8.75% Senior Secured Notes and the 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”), also require us or certain of our subsidiaries, and our future credit facilities may require us or certain of our subsidiaries, to observe certain covenants. Our ability to observe certain of those covenants can be affected by events beyond our control, and we cannot assure you that we will be able to observe these covenants in the future. The breach of any of these covenants could result in a default under our other debt agreements. Upon the occurrence of an event of default under our Credit Facilities, any future credit facilities or the indentures governing the 6¼% Senior Notes, the 8.75% Senior Secured Notes and the 4½% Convertible Senior Notes, our creditors could elect to declare some or all amounts outstanding thereunder, including accrued interest or other obligations, to be immediately due and payable. There can be no assurance that our assets would be sufficient to repay all of our indebtedness in full.
The agreements governing certain of our indebtedness, including our Credit Facilities, the indentures governing the 6 ¼% Senior Notes, the 8.75% Senior Secured Notes and the 4½% Convertible Senior Notes contain cross-default provisions. Under these provisions, a default under one agreement governing our indebtedness may constitute a default under our other debt agreements.

Failure to comply with covenants contained in certain of our lease agreements could limit our ability to maintain our leased aircraft fleet and could adversely affect our business.
We have a significant amount of fixed obligations related to operating leases, including aircraft leases. The terms of our aircraft lease agreements contain covenants that impose certain limitations on us. Such lease agreements limit, among other things, our ability to utilize aircraft in certain jurisdictions and/or to sublease aircraft, and may contain restrictions upon a change of control. A breach of lease covenants could result in an obligation to repay amounts outstanding under the lease, including rent. A breach of lease covenants with respect to the return of aircraft to our lessors could also result in an obligation to pay holdover rent beyond the scheduled lease expiration date for such aircraft and/or increased maintenance and repair costs. If any such event occurs, we may not be able to pay all amounts due under the leases or to refinance such leases on terms satisfactory to us or at all, which could have a material adverse effect on our business, financial condition and results of operations.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The number and types of aircraft we operate are described in Item 1. “Business — Overview” above. In addition, we lease various office and operating facilities worldwide, including facilities at the Acadiana Regional Airport in New Iberia, Louisiana, the Redhill Aerodrome near London, England, the Aberdeen Airport, Scotland, along the U.S. Gulf of Mexico and in Bergen and Stavanger, Norway, and numerous residential locations near our operating bases or the bases of our affiliates in the U.K., Norway, Australia, Russia, Nigeria, Canada and Trinidad, which we use primarily for housing pilots and staff supporting those operations. We have ten SAR bases as follows: Caernarfon, Humberside, Inverness, Lee-on-Solent, Lydd, Newquay, Prestwick, St. Athan, Stornoway and Sumburgh. We also lease office space in a building in Houston, Texas, which we use as our corporate headquarters and for other business purposes. Eastern Airways ownsThrough Bristow Helicopters, we own a majority controlling stake in the Humberside Airport in Kirmington, United Kingdom. These facilities are generally suitable for our operations and can be replaced with other available facilities if necessary.
Additional information about our properties can be found in Note 78 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report (under the captions “Aircraft Purchase Contracts” and “Operating Leases”). A detail of our long-lived assets by geographic area as of March 31, 20182019 and 20172018 can be found in Note 1112 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Item 3. Legal Proceedings
Environmental Contingencies
The EPA has in the past notified us that we are a potential responsible party, or PRP, at three former waste disposal facilities that are on the National Priorities List of contaminated sites. Under the Superfund law, persons who are identified as PRPs may be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites. Although we have not yet obtained a formal release of liability from the EPA with respect to any of the sites, we believe that our potential liability in connection with these sites is not likely to have a material adverse effect on our business, financial condition and results of operations.
Sikorsky Lawsuit
On January 8, 2019, we filed suit in the District Court of Harris County, Texas against Sikorsky Aircraft Corporation (“Sikorsky”) for breach of contract, unjust enrichment and conversion as a result of Sikorsky terminating a sales agreement after we sought to delay delivery of a helicopter and retaining our $11.7 million deposit as liquidated damages. We are seeking a ruling that Sikorsky be required to return the deposit and provide an accurate calculation of its damages under the sales agreement. Sikorsky has challenged venue, and discovery related thereto is underway.
Huntington Lawsuit
On November 6, 2017, the Huntington National Bank (“Huntington”) filed suit against the Company and Bristow U.S. LLC in the U.S. District Court for the Southern District of New York (the “Southern District of New York Court”). Huntington alleges violation of an addendum of a lease agreement for failure to arrange for the enrollment of the aircraft engines in a maintenance agreement and seeks approximately $2.5 million in damages. We submitted a counterclaim for approximately $100,000 of costs related to storage, maintenance and insurance of the aircraft following the expiration of the lease. On March 1, 2019, the Southern District of New York Court denied Huntington’s motion for summary judgment. We initiated discovery; however, on May 16, 2019, the proceedings were stayed as a result of the Chapter 11 Cases. We have reached a settlement with Huntington to dismiss the claims upon mutually agreeable terms subject to Bankruptcy Court approval.
Federal Securities Class Action
Two purported class action complaints, Kokareva v. Bristow Group Inc., Case No. 4:19-cv-0509 and Lilienfield v. Bristow Group Inc., Case No. 4:19-cv-1064, were filed in the U.S. District Court for the Southern District of Texas (the “Southern District of Texas Court”) on February 14, 2019 and March 21, 2019, respectively. The complaints, which also name Jonathan E. Baliff and L. Don Miller as defendants, allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 arising out of the Company’s disclosures and alleged failure to make timely disclosure of inadequate monitoring control processes related to non-financial covenants within certain of its secured financing and lease agreements. On May 17, 2019, the Southern District of Texas Court appointed BRS Investor Group as Lead Plaintiff and consolidated both actions under Kokareva v. Bristow Group Inc., Case No. 4:19-cv-0509. 
When the Company filed the Chapter 11 Cases on May 11, 2019, the litigation against the Company was automatically stayed. The case was not automatically stayed against the individual defendants, but the parties agreed to a briefing schedule and submitted a scheduling stipulation to the Southern District of Texas Court on July 22, 2019. The Court entered a scheduling order on September 5, 2019, and the Plaintiffs Consolidated Class Action Complaint is due on November 5, 2019. After the plaintiffs file their Consolidated Class Action Complaint, the defendants will have until January 6, 2020 to file responsive pleadings, including a motion to dismiss. The defendants believe that the claims are without merit and intend to vigorously defend against them.
Stockholder Derivative Complaint
On June 7, 2019, Marilyn DeVault filed a Stockholder Derivative Complaint against Thomas N. Amonett, Gaurdie Banister Jr., Ian A. Godden, Lori A. Gobillot, A. William Higgins, Thomas C. Knudson, Biggs C. Porter, Jonathan E. Baliff, Stephen A. King, Matthew Masters, David C. Gompert, Bruce H. Stover, L. Don Miller, and Brian J. Allman (the “Derivative Defendants”) in the United States District Court for the District of Delaware. The complaint alleges breaches of fiduciary duties and violations of Section 10(b) of the Securities Exchange Act of 1934 arising out of Company disclosures and failing to have adequate monitoring control processes related to non-financial covenants within certain of our secured financing and lease agreements. The complaint also alleges waste of corporate assets, gross mismanagement, and unjust enrichment. On July 19, 2019, the parties submitted a Joint Stipulation to stay the case pending the resolution of any motion to dismiss filed in the actions in the Southern District of Texas Court. The Southern District of Texas Court entered an order to stay the case pursuant to this stipulation on August 1, 2019. The Derivative Defendants believe that the claims are without merit and intend to vigorously defend against them.


Other Matters
Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to various risk retention factors. We also are a defendant in certain claims and litigation arising out of operations in the normal course of business. In the opinion of management, uninsured losses, if any, will not be material to our financial position, results of operations or cash flows.
Item 4. Mine Safety Disclosures
None.

PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock iswas previously listed on the New York Stock Exchange (the “NYSE”)NYSE under the symbol “BRS”. The following table shows“BRS.” As a result of our failure to satisfy the rangecontinued listing requirements of prices forthe NYSE, on May 13, 2019, our common stock during each quarter of our last two fiscal years.
  Fiscal Year Ended March 31,
  2018 2017
  High Low High Low
First Quarter $15.24
 $6.21
 $23.62
 $10.80
Second Quarter 10.67
 6.36
 14.38
 9.17
Third Quarter 15.64
 8.22
 21.88
 9.46
Fourth Quarter 17.35
 12.32
 21.78
 12.55
Onwas delisted from the NYSE. Since May 18, 2018, the last reported sale price of14, 2019, our common stock has been trading on the NYSE was $18.57 per share.OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “BRSWQ.” As of May 18, 2018,October 25, 2019, there were 356352 holders of record of our common stock. Upon emergence from the Chapter 11 process under the Amended Plan, our common stock will be cancelled without any distribution to holders of our existing equity interests.
In August 2017, we suspended our quarterly dividend as part of a broader plan of reducing costs and improving liquidity. Prior to that, we paid quarterly dividends of $0.07 per share during the first quarter of fiscal year 2018 and each quarter of fiscal year 2017. During fiscal years 2018 and 2017, we paid dividends totaling $2.5 million and $9.8 million, respectively, to our shareholders. The declaration of future dividends is at the discretion of our board of directors and subject to our results of operations, financial condition, cash requirements and other factors and restrictions under applicable law, and our debt agreements. In addition, the payment of any future dividends is restricted during the Chapter 11 process.
We did not repurchase any shares of our common stock during fiscal years 20182019 or 2017.2018.


The following graph compares the cumulative 5-year total shareholder return on our common stock relative to the cumulative total returns of the S&P 500 index, the PHLX Oil Service Sector index and the Simmons Offshore Transportation Services Group. We have included the Simmons Offshore Transportation Services Group as management reviews this data internally and believes that this comparison is most representative to our peer group. The graph assumes that the value of the investment in our common stock and in each of the indices (including reinvestment of dividends) was $100 on March 31, 20132014 and tracks it through March 31, 2018.2019.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*
Among Bristow Group Inc., the S&P 500 Index, the PHLX Oil Service Sector Index,
and the Simmons Offshore Transportation Services Group


chart-90952af232805f81952.jpgchart-42048b64614653efb93.jpg
*$100 invested on March 31, 20132014 in stock or index, including reinvestment of dividends.
Fiscal year ending March 31.
    
 March 31, 2013 March 31, 2014 March 31, 2015 March 31, 2016 March 31, 2017 March 31, 2018 March 31, 2014 March 31, 2015 March 31, 2016 March 31, 2017 March 31, 2018 March 31, 2019
Bristow Group Inc. $100.00
 $116.15
 $85.30
 $30.58
 $25.08
 $21.65
 $100.00
 $73.44
 $26.33
 $21.59
 $18.64
 $1.59
S&P 500 Index $100.00
 $121.86
 $137.37
 $139.82
 $163.83
 $186.75
 $100.00
 $112.73
 $114.74
 $134.45
 $153.26
 $167.81
PHLX Oil Service Sector Index $100.00
 $126.50
 $96.35
 $80.04
 $91.98
 $79.86
 $100.00
 $67.05
 $57.47
 $62.51
 $50.81
 $36.11
Simmons Offshore Transportation Services Group $100.00
 $120.86
 $78.60
 $52.72
 $54.65
 $55.60
 $100.00
 $65.03
 $43.62
 $45.21
 $46.00
 $38.84

Item 6. Selected Financial Data
The following table contains our selected historical consolidated financial data. You should read this table along with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the related notes thereto, all of which are included elsewhere in this Annual Report. 
 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
 
2018(1)
 
2017(2)
 
2016(3)
 
2015(4)
 
2014(5)
 
2019(1)
 
2018(2)(3)
 
2017(2)(4)
 
2016(2)(5)
 
2015(6)
                    
 (In thousands, except per share data) (In thousands, except per share data)
Statement of Income Data: (6)
                    
Gross revenue $1,444,962
 $1,400,502
 $1,715,513
 $1,858,669
 $1,669,582
 $1,369,662
 $1,433,975
 $1,388,082
 $1,702,079
 $1,847,609
Net income (loss) attributable to Bristow Group $(195,658) $(170,536) $(72,442) $84,300
 $186,737
 $(336,847) $(194,684) $(169,562) $(72,442) $84,300
Basic earnings (loss) per common share $(5.54) $(4.87) $(2.12) $2.40
 $5.15
 $(9.42) $(5.52) $(4.84) $(2.12) $2.40
Diluted earnings (loss) per common share $(5.54) $(4.87) $(2.12) $2.37
 $5.09
 $(9.42) $(5.52) $(4.84) $(2.12) $2.37
Cash dividends declared per share $0.07
 $0.28
 $1.09
 $1.28
 $1.00
 $
 $0.07
 $0.28
 $1.09
 $1.28
 March 31, March 31,
 2018 2017 2016 2015 2014 2019 2018 2017 2016 2015
                    
 (In thousands) (In thousands)
Balance Sheet Data: (6)(7)
                    
Total assets $3,165,002
 $3,113,847
 $3,262,945
 $3,230,720
 $3,398,257
 $2,652,599
 $3,170,359
 $3,118,230
 $3,266,354
 $3,230,720
Debt (7)(8)
 $1,513,999
 $1,293,364
 $1,140,889
 $864,422
 $841,302
 $1,448,624
 $1,513,999
 $1,293,364
 $1,140,889
 $864,422
_______________
(1) 
Results for fiscal year 2019 include a loss on impairment of $117.2 million ($101.1 million, net of tax), $11.9 million ($11.0 million, net of tax) for organizational restructuring costs, $32.8 million ($25.9 million, net of tax) for transaction costs, $1.0 million ($0.8 million, net of tax) for CEO retirement costs and tax items of $62.7 million. Additional discussion of these items and other significant items in fiscal year 2019 is included under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Overview of Operating Results — Fiscal Year 2019 Compared to Fiscal Year 2018” included elsewhere in this Annual Report.
(2)
Results for prior years have been adjusted as discussed in Note 1 to the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
(3)
Results for fiscal year 2018 include an impairment of our investment in Líder of $85.7 million ($58.7 million, net of tax), $23.6 million ($17.6 million, net of tax) for organizational restructuring costs, $3.1 million ($($2.1 million,, net of tax) from early extinguishment of debt, impairment of inventories of $5.7 million ($4.6 million, net of tax) and tax items of $22.9 million. Additional discussion of these items and other significant items in fiscal year 2018 is included under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Overview of Operating Results — Fiscal Year 20182019 Compared to Fiscal Year 2017”2018” included elsewhere in this Annual Report.
(2)(4) 
Results for fiscal year 2017 include goodwill impairment charges of $8.7 million ($7.1 million, net of tax and noncontrolling interest), $10.4 million ($6.8 million, net of tax) in additional depreciation due to fleet changes, $20.9 million ($15.0 million, net of tax) for organizational restructuring costs, impairment of inventories of $7.6 million ($5.4 million, net of tax) and tax items of $59.5 million. Additional discussion of these items and other significant items in fiscal year 2017 is included under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Overview of Operating Results — Fiscal Year 2018 Compared to Fiscal Year 2017” included elsewhere in this Annual Report.
(3)(5) 
Results for fiscal year 2016 include goodwill and intangible asset impairment charges of $49.7 million ($38.0 million, net of tax and noncontrolling interest), $28.7 million ($20.6 million, net of tax) in additional depreciation due to fleet changes, $27.0 million ($19.1 million, net of tax) for organizational restructuring costs, impairment of inventories of $5.4 million ($4.0 million, net of tax) and tax valuation allowances of $20.1 million. Additional discussion of these items and other significant items in fiscal year 2016 is included under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Overview of Operating Results — Fiscal Year 2017 Compared to Fiscal Year 2016” included elsewhere in this Annual Report.
(4)(6) 
Results for fiscal year 2015 include a gain on the sale of Helideck Certification Agency (“HCA”) of $3.9 million ($2.5 million, net of tax), impairment of inventories of $7.2 million ($5.7 million, net of tax) and $10.4 million ($8.0 million, net of tax) in additional depreciation due to fleet changes.
(5)
Results for fiscal year 2014 include a gain on the sale of the FBS Limited, FB Heliservices Limited and FB Leasing Limited (collectively, the “FB Entities”) of $103.9 million ($67.9 million, net of tax), $12.7 million ($8.3 million net of tax) in charges related to the cancellation of a potential financing, a $12.7 million ($10.1 million, net of tax) write-down of inventory spare parts to the lower of cost or market value, $13.6 million ($8.8 million, net of tax) in lower earnings from Líder resulting primarily from a tax amnesty payment Líder made to the Brazilian government, $8.6 million ($6.6 million, net of tax) related to losses from a hangar fire, $5.5 million ($6.5 million, net of tax) in restructuring costs, $4.8 million ($3.1 million, net of tax) of Chief Executive Officer succession and officer separation costs and $0.6 million ($0.4 million, net of tax) of goodwill impairment charges.
(6)(7) 
Results of operations and financial position of companies that we have acquired have been included beginning on the respective dates of acquisition and include Airnorth (January 2015) and Eastern Airways (February 2014). On November 1, 2017, we sold our 100% interest in Bristow Academy, Inc. (“Bristow Academy”), on July 14, 2013, we sold our 50% interest in the FB Entities and on November 21, 2014, we sold our 50% interest in HCA.
(7)(8) 
Includes long-term debt and current maturities of long-term debt excluding unamortized debt issuance costs.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with “Forward-Looking Statements,” Item 1A. “Risk Factors” and our Consolidated Financial Statements for fiscal years 2019, 2018 2017 and 2016,2017, and the related notes thereto, all of which are included elsewhere in this Annual Report.
Executive Overview
This Executive Overview only includes what management considers to be the most important information and analysis for evaluating our financial condition and operating performance. It provides the context for the discussion and analysis of the financial information that follows and does not disclose every item impacting our financial condition and operating performance.
See discussion of our business and the operations within our industrial aviation services segment under Item 1. “Business — Overview” included elsewhere in this Annual Report.
On the Petition Date, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court the Original Plan and the Disclosure Statement related thereto. On August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Plan and the Amended Disclosure Statement. On August 26, 2019, the Bankruptcy Court entered an order conditionally approving the Amended Disclosure Statement and approving the Debtors’ commencement of solicitation of votes on the Amended Plan. On September 16, 2019, the Debtors filed with the Bankruptcy Court a supplement to the Amended Plan, which included various documentation related to the Amended Plan, including, among other things, a form of warrant agreement, a form of registration rights agreement, a form of stockholders agreement and forms of organizational documents for the reorganized Company. Prior to the hearing to confirm the Amended Plan held on October 4, 2019, the Debtors filed additional documentation, including a partial list of the directors expected to be named to the reorganized Company and additional information about our post-emergence management incentive program. On October 8, 2019, the Bankruptcy Court entered the Confirmation Order approving the Amended Disclosure Statement and confirming the Amended Plan.
The Debtors expect that the Effective Date will occur as soon as all conditions precedent to the Amended Plan have been satisfied. Although the Debtors are targeting occurrence of the Effective Date as soon as reasonably practicable, the Debtors can make no assurances as to when, or ultimately if, the Amended Plan will become effective. It is also possible that technical amendments could be made to the Amended Plan prior to the Effective Date.
During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases. In addition, we have incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases.
Our Strategy
Our goal is to further strengthen our market position as the leading global industrial aviation services provider to the offshore energy industry and public and private sector SAR.provider. To do this, we will pursue efficiencies and new opportunities in our core markets, address oversupply and market saturation by diversifying our portfolio, and drive innovation throughout our businesses and industry.
As we move into fiscal year 2019, we will continue to transform our business to create financial sustainability, defined as positive cash flow, reduced leverage and an ability to refinance fiscal year 2023 note maturities in absence of an offshore market recovery. Continued innovation and greater cost efficiencies will be required beyond fiscal year 2019 as we move from sustainability to profitability.
Specifically, we will continue to employ our “STRIVE” strategy as follows:
Sustain Target Zero Safety Culture. Safety will always be our number one focus. We continue to deliver Target Zerostrong operational safety performance with regard to our air accidentsacross the group and maintain a ground recordable injury rate that places us in the upper tier of our peer companies in oilfield services and aviation. We seek to continuously improve our safety systems and processes to allow us to become even safer and to build confidence in our industry and among our regulators with respect to the safety of helicopter transportation globally.
We recently completed a global survey of safety culture and organizational effectiveness with our employees reporting that despite the historic industry downturn for oil and gas, our Target Zero safety culture remains intact and strong, especially at the local base level.
Train and Develop our People. We continue to invest in employee training to ensure that we have the best workforce in the industry. We believe that the skills, talent and dedication of our employees are our most important assets, and we plan to continue to invest in them, especially in entry level learning, the continued control and ownership of certain training assets, and creation of leadership programming.
Renew Commercial Strategy and Operational Excellence. We are in the process of renewing both our commercial strategy to improve revenue productivity across our global markets and our operational strategy to serve our clients safely, reliably and efficiently. We believe that we need to renew these strategies in order to thrive in an economy that is undergoing long-term structural change. Our new Europe and Americas hub structure discussed elsewhere in this Annual Report has allowed us to achieve reductions in general and administrative expenses down to approximately 12% of revenue. Further, our hub structure allows us to take advantage of short-cycle work, which we define as short-term demand requests from our oil and gas clients for contracts measured in months rather than years. Our ability to service this demand led to significant outperformance versus internal expectations across many of our regions during fiscal year 2018.
Improve Balance Sheet and Return on Capital. Wecontinually seek to continue to improve our balance sheet and liquidity and reduce our capital costs, with a goal of reduced financing leverage (including lower levels of debt and leases), and a return to profitability and improvement of return on invested capital. To achieve this we have historically practiced the principal of prudentprofitability. In order to strengthen our balance sheet management and have proactively managed our liquidity position with cash flows from operations, as well as external financings. These external financings have includedachieve a more sustainable debt profile, we filed for Chapter 11 protection on the use of operating leases for a target of approximately 35% of our LACE. The target recognizes that we will have variability above or below the target of approximately 5% of our LACE due to timing of leases, purchases, disposals and lease terminations. As of March 31, 2018, commercial helicopters under operating leases accounted for 40% of our LACE. See “Liquidity and Capital Resources —Financial Condition and Sources of Liquidity” included elsewhere in this Annual Report for further discussion of our capital structure and liquidity.
Petition Date.

Value Added Acquisitions and Divestitures. We intend to pursue value-added acquisitions with a focus on oil and gas transportation and search and rescue that not just make us bigger but better; that generate cost efficiencies that position us to thrive in an economy that is undergoing long-term structural change. We may also divest portions of our business or assets to narrow our product lines and reduce our operational footprint to reduce leverage and improve return on capital.capital and liquidity. We also intend to continue to utilize portfolio and fleet optimization. Consistent with our ongoing process to rationalize and simplify our business and global aircraft fleet, we sold 11

aircraft for proceeds of $48.3 million during fiscal year 2018. We currently have 112018 and sold eight aircraft during fiscal year 2019 for $11.0 million. As of March 31, 2019, we had three aircraft held for sale and the average age of our fleet is approximately nineten years. Additionally, our critical short and long-term goal is to significantly reduce our aircraft rent expense. During fiscal year 2018 andSince April 2018,1, 2017, we have returned foureleven Airbus H225s and sixnine Sikorsky S-92s. The reduction ofS-92s to lessors. We intend to further reduce aircraft rent expense from thesethrough lease returns is just beginningrejections and is a fundamental plankcontract amendments allowed under Chapter 11 protection. Also, we disposed of our ongoing strategy to return to profitability.
ExecuteEastern Airways on Bristow Transformation. Our new Europe and Americas hub structure has allowed for global alignment with faster local market response and increased cost efficiency. Also, as discussed elsewhere in this Annual Report, we reached agreements with OEMs during fiscal year 2018 to achieve $136 million in recoveries.
May 10, 2019.
Market Outlook
Our core business is providing industrial aviation services primarily to the worldwide offshore oil and gas industry. We also provide public and private sectorcommercial SAR services and fixed wing transportation services. Our global operations and critical mass of helicopters provide us with geographic and clientcustomer diversity which helps mitigate risks associated with a single market or client.customer.
The oil and gas business environment has experienced a significant downturn beginning duringvolatility since fiscal year 2015. Brent crude oil prices declined from approximately $106 per barrel atas of July 1, 2014 to a low of approximately $26 per barrel in February 2016, with an increase2016. A recovery in Brent crude oil prices followed to approximately $65$77 per barrel as of June 27, 2018 with another decline to approximately $44 per barrel as of December 27, 2018. Brent crude oil prices were approximately $60 per barrel as of March 31, 2018.2019. The decrease in oil prices beginning in fiscal year 2015 was driven by increased global supply primarily from unconventional oil resources in the U.S. Permian Basin and forecasts of reduced demand for crude oil resulting from weaker global economic growth in many regions of the world. The oil price decline negatively impacted the cash flow of our clientscustomers and resulted in their implementation of measures to reduce operational and capital costs, negatively impacting helicopter activity beginning in fiscal year 2015. These cost reductions have continued into fiscal year 20182019 and have impacted both the offshore production and the offshore exploration activity of our clients,customers resulting in a change in the industry with offshore production activity being impactedcontinued focus on supply chain efficiencies without a similar offsetting decease to a lesser extent. Although theour maintenance costs. The largest share of our revenue relates to oil and gas production andproduction; however, our largest contract, the U.K. SAR contract, (as defined herein), is not directly impacted by declining oil prices, theprices. The significant drop in the price of crude oil resulted in the rescaling, delay or cancellation of planned offshore projects whichand has negatively impacted our operations and could continue to negatively impact our operations in future periods.
The oil price environment is showing signs of stabilizing with crude oil prices at levels not seen sinceTo further reduce costs and make offshore drilling more economical, the end of calendar year 2014. We are seeing an increase in offshore market activity off of a very low base level with an increased number of working floaters and jackups in our core markets, including the U.S. Gulf of Mexico and North Sea. There have also been significant increases in front end engineering and design awards that, along with the stabilization of tie-back work and floating production storage and offloading unit utilization, has historically been a leading indicator of increased offshore activity. The helicopter transportation industry is benefiting from relatively low day rates for rigs, whichimplementing technology-driven solutions that could result in turn reduces ourincreased transportation needs initially but could result in decreased activity once complete. Recently, we have seen opportunities in market share gains rather than increased activity. Our oil and gas clients’ costsmarkets remain competitive as material cost reductions and generates increasedtechnological improvements have taken place in the offshore supply chain. The continued volatility of oil prices combined with the excess supply of aircraft could continue to impact the price and demand for offshore transportation like helicopters. Our success in reducing costshelicopters and our faster hub response has made us more competitive, and we are gaining market share in this new environment for short-cycle requirements created by the changing market; however, we are uncertain asmay continue to whether this increased activity will lead to a recovery in offshore spending, and an extended period of reduced offshore spending may have a material impact on our financial position, cash flow and results of operations.
The SAR market is continuing to evolve and we believe further outsourcing of public SAR services to the private sector will continue in the future, although the timing of these opportunities is uncertain. The clientscustomers for our SAR services include both the oil and gas industry and governmental agencies. We are pursuing other public and oil and gas SAR opportunities for multiple aircraft in various jurisdictions around the globe and other non-SAR government aircraft logistics opportunities.

Like many of our competitors and other service providers to exploration and production companies, we responded to the constraints in the market during the past four years by implementing cost efficiencies both in our global operations as well as in our corporate headquarters, comprehensively reviewing operational and commercial dealings, exploring value-additive acquisitions and dispositions and developing strategic initiatives. We pursued a strategy of maximizing liquidity and financial flexibility through asset-level borrowings and secured equipment lease transactions. Together with revenue from operations, this additional liquidity allowed us to service our debt and provided a runway to maintain operations through the downturn.
Additionally, we have takentook the following actions in an effort to address the downturn:
We continue to seek ways to operate more efficiently in the current market and work with our clients to improve the efficiency of their operations. As discussed above, inIn early fiscal year 2018, we took additional steps to increase cost efficiency by optimizing our operations around two primary geographical hubs in key areas of our business, Europe and the Americas.
We increased our financial flexibility by entering into new secured equipment financings that resulted in aggregate proceeds of $630 million funded in fiscal years 2017 and 2018. Additionally, in fiscal year 2018, we completed the sale of $143.8 million of the 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”) and completed the sale of $350 million of the 8.75% Senior Secured Notes.Notes due 2023 (the “8.75% Senior Secured Notes”). In April 2018, we entered into a new asset-backed revolving credit facility (“ABL Facility. For further details, seeFacility”) as discussed in Note 45 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report and under “—Recent Events” below.Report.
We worked with our original equipment manufacturers (“OEMs”) to defer approximately $190 million of capital expenditures relating to fiscal years 2018 through 2020 into fiscal year 2020 and beyond and more recently deferred

approximately $110 million in capital expenditures for fiscal years 2019 to 2023 into fiscal year 2024 and beyond. We achieved $136.0$136 million in cost recoveries from OEMs related to ongoing aircraft issues, of which $125 million was recovered in fiscal year 2018 and $11 million was recovered in May 2018.
We took significant steps to reduce general and administrative costs that included downsizing our corporate office and the size of our senior management team. Consistent with our STRIVE strategy,We believe we are better positioned to win contracts because we are a more nimble, regionally focused and cost efficient business.
In August 2017, we suspended our quarterly dividend as part of a broader plan of reducing costs and improving liquidity. By suspending this $0.07 per share quarterly dividend, we expectexpected to preserve approximately $10 million of cash annually.
Ultimately, however, given the continuing challenges in the offshore oil and gas industry and other matters impacting liquidity, the rate at which the Company’s cash position was declining began to increase, and the Company evaluated its strategic alternatives for the benefit of all its stakeholders, including its customers, employees, creditors and other investors. The fundamental shifts in the energy markets and in particular, offshore drilling, have required the Company to re-think its strategic business plan to restructure with an eye toward an inevitable consolidation in the market for helicopter services. While the Company has maintained its leading market share, industry demand has declined precipitously, rendering existing business models unsustainable and creating substantial overcapacity in the marketplace.
On the Petition Date, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court the Original Plan and the Disclosure Statement related thereto. On August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Plan and the Amended Disclosure Statement. On August 26, 2019, the Bankruptcy Court entered an order conditionally approving the Amended Disclosure Statement and approving the Debtors’ commencement of solicitation of votes on the Amended Plan. On September 16, 2019, the Debtors filed with the Bankruptcy Court a supplement to the Amended Plan, which included various documentation related to the Amended Plan, including, among other things, a form of warrant agreement, a form of registration rights agreement, a form of stockholders agreement and forms of organizational documents for the reorganized Company. Prior to the hearing to confirm the Amended Plan held on October 4, 2019, the Debtors filed additional documentation, including a partial list of the directors expected to be named to the reorganized Company and additional information about our post-emergence management incentive program. On October 4, 2019, the Bankruptcy Court approved the Amended Disclosure Statement and indicated that it would confirm the Amended Plan. On October 8, 2019, the Bankruptcy Court entered the Confirmation Order approving the Amended Disclosure Statement and confirming the Amended Plan.
The Debtors expect that the Effective Date will occur as soon as all conditions precedent to the Amended Plan have been satisfied. Although the Debtors are targeting occurrence of the Effective Date as soon as reasonably practicable, the Debtors can make no assurances as to when, or ultimately if, the Amended Plan will become effective. It is also possible that technical amendments could be made to the Amended Plan prior to the Effective Date.
The effects of offshore oil and gas market pressures have been felt by nearly all companies in the helicopter service industry. Including the Debtors’ Chapter 11 Cases, there have been five large chapter 11 proceedings involving helicopter services and leasing companies in the last few years.
Recent Events
ABL FacilityRestructuring Support Agreement — On April 17, 2018, two of our subsidiariesMay 10, 2019, we entered into a new ABL Facility, which provides for commitments in an aggregate amount of $75 million,the Initial RSA with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount of the ABL Facility may be increased from time to time to a total of as much as $100 million, subject to the satisfaction of(i) certain conditions, and any such increase would be allocated among the borrower subsidiaries. The ABL Facility matures in five years, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited.
8.75% Senior Secured Notes — On March 6, 2018, we issued and sold $350 million of the 8.75% Senior Secured Notes. The 8.75% Senior Secured Notes bear interest at a rate of 8.75% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2018. The 8.75% Senior Secured Notes will mature on March 1, 2023, subject to earlier mandatory redemption if more than $125 million principal amount of the 6¼% Senior Notes plus the principal amount of any indebtedness incurred to refinance the 6¼% Senior Notes that matures or is required to be repaid prior to June 1, 2023 remains outstanding as of June 30, 2022. The proceedsholders of the 8.75% Senior Secured Notes were used, among other things, to repayand (ii) the then-remaining $52.6 millionguarantors of our $350 million term loan (the “Term Loan”), to cash collateralize certain outstanding letters of credit existing under our $400 million revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes. We terminated the Term Loan and the Revolving Credit Facility in March 2018. Additional details regarding the 8.75% Senior Secured Notes (the “Secured Guarantors”), to support a restructuring of the Term LoanCompany (the “Restructuring”). On June 27, 2019, we entered into an amendment and restatement of the Revolving Credit Facility are provided in Note 4 inInitial RSA. On July 24, 2019, we entered into the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
Second Amended RSA with a group of holders representing approximately 99.3% of the 8.75% Senior Secured Notes (the “Supporting Secured Noteholders”), the Secured Guarantors and a group of holders representing approximately 73.6% (the “Supporting Unsecured Noteholders” and, together with the Supporting Secured Noteholders, the “Supporting Noteholders”) of the 6¼% Convertible Senior Notes — On December 18, 2017, we issued due 2022 (the “6¼% Senior Notes”) and sold $143.8 million of 4½% Convertible Senior Notes. The proceeds were used to repay $89.6 million of the Term Loan and to pay $10.1 million of the cost of the convertible note hedge transactions entered into in connection with the 4½% Convertible Senior Notes combined (together, the “Unsecured Notes”). The Second Amended RSA contemplates that we will implement the Restructuring on the amended terms set forth in the term sheet contained in an exhibit to the Second Amended RSA (the “Restructuring Term Sheet”) pursuant to the Chapter 11 plan and the various related transactions set forth in or contemplated by the Restructuring Term Sheet, the DIP Term Sheet (as defined herein) and the other restructuring documents attached to the Second Amended RSA.

Pursuant to the terms of the Second Amended RSA and the Restructuring Term Sheet:
holders of claims arising from the Unsecured Notes (the “Unsecured Notes Claims”) will receive their pro rata share of (i) if they are accredited investors, (x) new equity interests of the Company, as reorganized pursuant to the Chapter 11 plan (the “Reorganized Equity”) equal to 11% of the Reorganized Equity (“Unsecured Equity Pool”), subject to dilution for the management incentive plan (“MIP”) and (v) up to $347.5 million of the Rights Offering (the “Unsecured Rights”), or (ii) if they are not accredited investors, the Unsecured Cash Pool (as defined below) and, in each case, the Unsecured Notes will be cancelled and discharged;
holders of claims arising from the 8.75% Senior Secured Notes (the “Secured Notes Claims”) will receive payment of their Secured Notes Claims in full consisting of (i) cash equal to 97% of their Secured Notes Claims, plus (ii) their pro rata share of up to $37.5 million of the Rights Offering (the “Secured Rights”), and the 8.75% Senior Secured Notes will be cancelled and discharged;
holders of unsecured claims (other than the Unsecured Notes Claims and general unsecured trade vendor claims) (the “General Unsecured Claims”) will receive their pro rata share of (i) if they are accredited investors, at their option, (a) the Unsecured Equity Pool and (b) the Unsecured Rights or (ii) if they are accredited investors who decline the treatment set forth in the preceding clause (i) or if they are not accredited investors, cash in an amount agreed upon by the Company and the Required Backstop Parties (as defined in the Second Amended RSA) (the “Unsecured Cash Pool”), distributed pro rata to all holders of General Unsecured Claims who opt to receive cash under this clause (ii);
holders of claims under the 2019 Term Loan (as defined herein) shall either receive payment in cash in full or have their commitments with respect to the 2019 Term Loan replaced, or amended and reinstated, in any case secured by a first lien on substantially all assets of the Company, with the remainder availablesame maturity and interest rate as in the 2019 Term Loan, and the 2019 Term Loan will be cancelled and discharged;
holders of claims under the New DIP Facility are expected to be satisfied and discharged in full in exchange for Reorganized Equity;
an ad hoc group of holders of the Unsecured Notes (the “Unsecured Notes Ad Hoc Group”) and an ad hoc group of holders of the 8.75% Senior Secured Notes (the “Secured Notes Ad Hoc Group”) have agreed to backstop $347.5 million and $37.5 million, respectively, of a total $385 million new money rights offering (the “Rights Offering”) of the Reorganized Equity;
the existing equity interests in the Company will be cancelled and discharged;
the Secured Notes Ad Hoc Group and the Unsecured Notes Ad Hoc Group have filed a statement affirmatively supporting the Company’s Fiscal Year 2020 Performance Incentive Plan and Fiscal Year 2020 Non-Executive Incentive Plan in the form presented before the Bankruptcy Court;
between 5% and 10% of the Reorganized Equity on a fully diluted basis will be reserved for a Management Incentive Plan; and
the Debtors will conduct a marketing process to raise a senior secured or unsecured revolving, term loan or notes facility in an aggregate principal amount of at least $75 million, provided that such facility shall be used to repay the 2019 Term Loan in cash, in full.
The Second Amended RSA contains certain covenants on the part of each of the Company and the Supporting Noteholders, including limitations on the Supporting Noteholders’ ability to pursue alternative transactions, commitments by the Supporting Noteholders to vote in favor of the Chapter 11 plan and commitments of the Company and the Supporting Noteholders to negotiate in good faith to finalize the documents and agreements governing the Chapter 11 plan. The Second Amended RSA also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Second Amended RSA.
Term Loan AgreementOn May 10, 2019, we entered into a Term Loan Credit Agreement, dated the same date (the “Term Loan Agreement”), by and among the Company and Bristow Holdings Company Ltd. III (“BHC III”), as borrowers, certain subsidiaries of the Company as guarantors party thereto, the lenders from time to time party thereto (initially, certain holders of the 8.75% Senior Secured Notes), and Ankura Trust Company, LLC, as administrative agent (the “Term Loan Agent”), for a senior secured term loan of $75 million (the “2019 Term Loan”). Immediately upon entering into the Term Loan Agreement, and prior to the Petition Date, the Company and BHC III borrowed the full amount thereunder, the net proceeds of which may be used only in compliance with a cash flow forecast required pursuant to the terms of the Term Loan Agreement, which the Company expects

will be used for general corporate purposes. Additional details regardingpurposes, including to fund the 4½% Convertible Senior Notes are provided in Note 4working capital and liquidity requirements of the Company during the pendency of the Chapter 11 Cases. The full principal amount of the 2019 Term Loan is due May 10, 2022. At the Company’s election, borrowings under the 2019 Term Loan will bear interest at either (x) the Eurodollar Rate (as defined in the “NotesTerm Loan Agreement) plus 7% or (y) the Base Rate (as defined in the Term Loan Agreement) plus 6%. The initial borrowings under the 2019 Term Loan will be Eurodollar Rate loans with monthly interest payments. The 2019 Term Loan is secured by a lien on certain specified collateral, including, among other things, equity pledges of 35% of the equity interests in certain of the Company’s first-tier foreign subsidiaries (the remaining 65% of such entities have been previously pledged under the 8.75% Senior Secured Notes), 100% of the equity of BHC III and Bristow International Panama S. de RL, and two newly formed special-purpose vehicles, as well as a junior lien on certain collateral securing the 8.75% Senior Secured Notes. Pursuant to Consolidated Financial Statements” included elsewherethe DIP Order (as defined herein), the DIP Credit Agreement and the related collateral documents, liens on assets of the Debtors securing the obligations under the 2019 Term Loan will rank junior in this Annual Report.priority to liens under the DIP Credit Agreement and liens on assets of the non-Debtor subsidiaries of the Company under the 2019 Term Loan will rank senior in priority to liens under the DIP Credit Agreement. The borrowers have the option in connection with the consummation of a Reorganization Plan (as defined in the Term Loan Agreement) that is satisfactory to the lenders to require that the 2019 Term Loan be converted into equity of the Company upon consummation of such Reorganization Plan, subject to certain conditions. The Term Loan Agreement contains customary pre-payment requirements.
The Term Loan Agreement contains certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments, modifications to material agreements, transactions with affiliates and fundamental changes. In addition, the Term Loan Agreement requires that, on the delivery of each Variance Report (as defined in the Term Loan Agreement), total operating disbursements and total receipts of the Company and its subsidiaries for certain specified periods shall not exceed (with respect to disbursements) or be less than (with respect to total receipts) the aggregate amount forecasted therefor for such period by more (with respect to disbursements) or less (with respect to total receipts) than a specified percentage of the forecasted amount. The Term Loan Agreement also contains customary affirmative covenants and customary representations and warranties.
The Term Loan Agreement specifies certain customary events of default, including, among others, failure to pay principal or interest on the 2019 Term Loan when due, the breach of representations or warranties in any material respect, non-performance of other covenants and obligations, judgments, the occurrence of certain ERISA events and certain change of control events. The filing of the Chapter 11 Cases neither constitutes an event of default nor accelerates the maturity of the Company’s indebtedness under the Term Loan Agreement.
On June 6, 2019, we entered into Amendment No. 1 to the Term Loan Agreement (the “First Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the lenders party thereto. Among other things, the First Term Loan Amendment extended the deadline for delivery to the administrative agent and the lenders of (i) the annual audit report of the borrower and its subsidiaries for the fiscal year ended March 31, 2019 from 90 days to 120 days after the end of such fiscal year and (ii) monthly unaudited consolidated financial statements of the borrower and its subsidiaries from 10 days to 20 business days after the end of each month.
On August 22, 2019, we entered into Amendment No. 2 to the Term Loan Agreement (the “Second Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the Term Loan Agent. The Second Term Loan Amendment amended the Term Loan Agreement in order to clarify the definition of Pledged Aircraft under the Term Loan Agreement.
On August 26, 2019, in connection with the entry into the DIP Credit Agreement, we entered into Amendment No. 3 to the Term Loan Agreement (the “Third Term Loan Amendment”), dated the same date, by and among the Company, BHC III, the lenders party thereto and the Term Loan Agent. The Third Term Loan Amendment amended the Term Loan Agreement in order to, among other things, permit the entry into the DIP Credit Agreement, the incurrence of indebtedness thereunder and the granting of related liens thereunder, and make certain other conforming changes.
On September 30, 2019, we entered into Amendment No. 4 to the Term Loan Agreement (the “Fourth Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the Term Loan Agent. The Fourth Term Loan Amendment amended the Term Loan Agreement in order to extend the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Debtor-in-Possession Commitment LetterIn connection with the Chapter 11 Cases and pursuant to a Commitment Letter, dated May 10, 2019, from the lenders party thereto and agreed to by the Company and BHC III (together, the “DIP Borrowers”), the Secured Notes Ad Hoc Group agreed to provide the DIP Borrowers with a superpriority senior secured debtor-in-possession credit facility in an aggregate principal amount of $75 million. On June 27, 2019, the DIP Borrowers entered into a new Commitment

Letter (the “New DIP Commitment Letter”) with the lenders party thereto, pursuant to which the Secured Notes Ad Hoc Group and the Unsecured Notes Ad Hoc Group agreed to provide the DIP Borrowers with a superpriority senior secured debtor-in-possession credit facility comprised of loans in an aggregate principal amount of $150 million (the “New DIP Facility”), on the terms set forth in the DIP Facility Term Sheet attached thereto (the “DIP Term Sheet”).
Rejection of HeliFleet Leases - During the Chapter 11 Cases, the Company identified cost savings to be achieved through a fleet reduction by eliminating leased helicopters that were idle, carried above-market lease payments or that could be replaced with other helicopters within Bristow’s fleet. On June 14, 2019, the Bankruptcy Court entered an order (the “HeliFleet Order”) authorizing the Debtors to reject nine separate Aircraft Lease Agreements, dated as of December 20, 2005 (as amended from time to time), entered into by Bristow U.S. LLC, as lessee, and HeliFleet 2013-01, LLC (“HeliFleet”), as lessor, expiring September 1, 2023 (the “HeliFleet Leases”). Under the HeliFleet Leases, HeliFleet was the lessor of nine S-76C+ helicopters (the “HeliFleet Helicopters”) and the engines installed thereon. Under the terms of the HeliFleet Order, Bristow U.S. LLC will return the HeliFleet Helicopters to HeliFleet.
Tax Cuts and Jobs ActBackstop Commitment Agreement — On December 22, 2017,July 24, 2019, the presidentCompany entered into a Backstop Commitment Agreement (the “Backstop Commitment Agreement”) with the other parties thereto (the “Commitment Parties”), pursuant to which the Commitment Parties have agreed to backstop a total $385 million new money rights offering (the “Rights Offering”) of new equity interests of the United States signed into law tax legislation commonly knownCompany, as reorganized (the “Reorganized Company”) pursuant to the Tax CutsAmended Plan. In accordance with the Amended Plan and Jobs Actcertain Rights Offering procedures filed as part of the Amended Plan, the Company will grant the Supporting Noteholders, including certain Commitment Parties who are Unsecured Noteholders (the “Act”“Unsecured Commitment Parties”) or Secured Noteholders (the “Secured Commitment Parties”), and holders of certain other unsecured claims (collectively with the Unsecured Noteholders, the “Unsecured Claims”), the right to purchase shares of common stock of the Reorganized Company (the “Common Shares”) and shares of Series A Convertible Preferred Stock of the Reorganized Company (the “Preferred Shares” and, together with the Common Shares, the “Rights Offering Shares”), which will be comprised of 91.825% of Common Shares and 8.175% of Preferred Shares, for an aggregate purchase price of, in the case of the Unsecured Claims, $347.5 million (the “Unsecured Rights Offering Amount”) and, in the case of the Secured Noteholders, $37.5 million (the “Secured Rights Offering Amount” and, together with the Unsecured Rights Offering Amount, the “Rights Offering Amount”)). The Act includes numerous changesUnder the Backstop Commitment Agreement, the Commitment Parties have agreed to purchase any Rights Offering Shares that are not duly subscribed for pursuant to the Rights Offering (the “Unsubscribed Shares”) at the Per Equity Share Purchase Price (as defined in existing U.S. tax law, including (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) requiring companiesBackstop Commitment Agreement).
Under the Backstop Commitment Agreement, the Debtors have agreed to pay (i) on the earlier of the closing date of the transactions contemplated by the Backstop Commitment Agreement or the termination of the Backstop Commitment Agreement, a one-time transition taxbackstop commitment fee (the “Backstop Commitment Fee”) in, at the election of the Commitment Parties, Common Shares or Preferred Shares equal to 10% of (a) the Unsecured Rights Offering Amount to the Unsecured Commitment Parties and (b) the Secured Rights Offering Amount to the Secured Commitment Parties and (ii) both as promptly as reasonably practicable after entry of the BCA Approval Order (as defined in the Backstop Commitment Agreement) and on a monthly basis thereafter, all reasonably incurred and documented professional fees of the Commitment Parties. In certain unrepatriated earningscircumstances where the Backstop Commitment Agreement has been terminated, the Backstop Commitment Fee will be reduced to an amount in cash equal to 5% of foreign subsidiaries; (3) generally eliminating U.S. federal income taxesthe Rights Offering Amount. The Backstop Commitment Fee will be issued to the Commitment Parties pro rata based on dividendsthe amount of their respective backstop commitments.
The rights to purchase Rights Offering Shares (excluding Unsubscribed Shares) in the Rights Offering will be issued in reliance upon the exemption from foreign subsidiaries; (4)the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to section 1145 of the Bankruptcy Code. A portion of the Common Shares issued in the Rights Offering will be issued in reliance upon such exemption, and a portion of the Common Shares and all of the Preferred Shares will be issued in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof or another available exemption from registration thereunder. The offer and sale of the Unsubscribed Shares purchased by the Commitment Parties pursuant to the Backstop Commitment Agreement will be made in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof or another available exemption from registration thereunder. As a condition to the closing of the transactions contemplated by the Backstop Commitment Agreement, the Reorganized Company will enter into a registration rights agreement with certain Commitment Parties requiring the Reorganized Company to register the Commitment Parties’ securities under the Securities Act.
The Commitment Parties’ commitments to backstop the Rights Offering and the other transactions contemplated by the Backstop Commitment Agreement are conditioned upon satisfaction of all applicable conditions set forth therein. The issuances of Rights Offering Shares pursuant to the Rights Offering and the Backstop Commitment Agreement are conditioned upon, among other things, confirmation of the Amended Plan by the Bankruptcy Court (which occurred on October 8, 2019) and the Amended Plan’s effectiveness.

On September 30, 2019, we entered into a current inclusionlimited waiver and amendment to the Backstop Commitment Agreement (the “BCA Amendment”), dated the same date, by and between the Company, on behalf of itself and each of the other Debtors, and certain Commitment Parties. The BCA Amendment extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Debtor-in-Possession Credit Agreement In connection with the Chapter 11 Cases and pursuant to the New DIP Commitment Letter, on July 25, 2019, the Debtors filed a motion seeking, among other things, interim and final approval of the proposed Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) among the Company, as lead borrower, BHC III, as co-borrower (together with the Company, the “DIP Borrowers”), the other Debtors and guarantors party thereto and other guarantors from time to time party thereto (collectively, the “DIP Obligors”), the financial institutions or other entities from time to time party thereto, and Ankura Trust Company, LLC, as administrative agent and collateral agent (the “DIP Agent”). On August 21, 2019, the Bankruptcy Court entered a final order (the “DIP Order”), which, among other things, approved the DIP Credit Agreement, and on August 26, 2019, the Company entered into the DIP Credit Agreement. The DIP Credit Agreement contains the following terms:
a term loan facility in U.S. federal taxable incomean aggregate principal amount of $150 million, the full amount of which was drawn at closing, the proceeds of which, net of applicable commitment fees, were deposited into an escrow account and pledged to the lenders to secure the obligations under the DIP Credit Agreement;
proceeds of the term loan facility may be used by the DIP Borrowers (i) to provide working capital to the Company and fund the costs of the administration of the Chapter 11 Cases and the consummation of the Approved Reorganization (as defined in the DIP Credit Agreement), (ii) to finance the Tender Offer (as defined herein) and to pay fees and expenses associated therewith and (iii) as otherwise agreed in writing by the lenders;
the maturity date of the DIP Credit Agreement is the earliest of (i) August 21, 2020, (ii) as directed by the lenders following and during the continuation of any event of default and (iii) the Effective Date;
interest will be payable monthly in arrears and will initially accrue at a rate per annum equal to the Eurodollar Rate (as defined in the DIP Credit Agreement) plus 6.00%;
the obligations and liabilities of the DIP Obligors owed to the DIP Agent and lenders under the DIP Credit Agreement and related loan documents will be entitled to joint and several super-priority administrative expense claims against the Company and the DIP Obligors that are Debtors in their respective Chapter 11 Cases, subject to limited exceptions provided for in the DIP Order and the DIP Credit Agreement, and will be secured by (i) a first priority security interest and lien on all unencumbered property of the Company and the DIP Obligors that are Debtors, subject to limited exceptions provided for in the DIP Credit Agreement and the DIP Order, (ii) a first priority, priming security interest and lien on all property of the Company and the DIP Obligors that are Debtors securing the 8.75% Senior Secured Notes and the 2019 Term Loan, subject to limited exceptions provided for in the DIP Order and the DIP Credit Agreement (the “Primed Liens”), (iii) a junior security interest and lien on the collateral securing the obligations of the non-Debtor subsidiaries of the Company pledged to secure such parties’ obligations under the 2019 Term Loan and on all property (other than property subject to the existing security interests of certain earningsexisting equipment financing facilities) of controlled foreign corporations;the Company and (5) eliminating the corporate alternative minimum tax (“AMT”DIP Obligors that are Debtors that is subject to (a) a valid, perfected and non-avoidable lien as of the Petition Date (other than the Primed Liens and liens relating to certain excluded aircraft) or (b) valid liens (other than the Primed Liens) that are perfected subsequent to the Petition Date, in each case subject to limited exceptions provided for in the DIP Order and in the DIP Credit Agreement; and
customary affirmative and negative covenants, prepayment events, events of default and other provisions.
On September 30, 2019, we entered into Amendment No. 1 to the DIP Credit Agreement (the “DIP Credit Agreement Amendment”), dated the same date, among the Company, BHC III and the DIP Agent. The DIP Credit Agreement Amendment amended the DIP Credit Agreement to extend the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Tender Offer — On August 12, 2019, we commenced a tender offer (the “Tender Offer”) and changing how existing AMT credits can be realized. The Act also includes the following provisionsto purchase for cash our outstanding 8.75% Senior Secured Notes, up to an aggregate principal amount that will be applicablenot result in an aggregate purchase price (including accrued and unpaid interest to, us beginning in fiscal year 2019: (1) creationbut not including, the settlement date) that exceeds $75,000,000. On September 11, 2019, we completed the Tender Offer, purchasing $74.8 million aggregate principal amount of a new minimum tax on basethe 8.75% Senior Secured Notes for $74.8 million, plus accrued and unpaid interest of $0.2 million, using borrowings under the DIP Credit Agreement.

erosionFiscal Year 2020 Incentive Plans — In connection with the Chapter 11 Cases, on August 22, 2019, the Bankruptcy Court entered an order approving the Company’s Fiscal Year 2020 Performance Incentive Plan and anti-abuse; (2) creationFiscal Year 2020 Non-Executive Incentive Plan.
Replacement of additional limitations on deductible businessTrustee — On September 11, 2019, the Company entered into the Seventh Supplemental Indenture, dated the same date (“Seventh Supplemental Indenture”), to the Indenture, dated as of June 17, 2008, among the Company, the guarantors named therein and U.S. Bank National Association (“U.S. Bank”), as trustee (the “Base Indenture”). Under the Seventh Supplemental Indenture, Wilmington Trust, National Association (“Wilmington Trust”) replaced U.S. Bank as trustee, registrar, paying agent, custodian, conversion agent and bid solicitation agent under the Base Indenture.
Omnibus Agreement — On October 3, 2019, the Company entered into an Omnibus Agreement (the “Omnibus Agreement”), dated the same date, among Bristow Equipment Leasing Ltd., as borrower, PK Transportation Finance Ireland Limited (“PK Transportation”), as lender, PK AirFinance S.à r.l. (“PK AirFinance”), as agent for the lender and as security trustee for the MAG Agent and the MAG Parties (each as defined in the PK Credit Agreement), PK AirFinance and PK Transportation. Pursuant to the Omnibus Agreement, among other matters, the parties have agreed, effective upon satisfaction of the conditions precedent set forth in the Omnibus Agreement (the “Omnibus Effective Date”), to amend the PK Credit Agreement to, among other things, extend the maturity date of the 24 loans made under the PK Credit Agreement by 18 months to January 27, 2025 and increase the principal amount of the loans in an aggregate amount of approximately $17.3 million. The Omnibus Agreement also updates the amortization schedule as of October 3, 2019 to provide that, among other things, only interest expense; and (3) creation of additional limitationswill be payable on the utilization of net operating loss carryforwards.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accountingloans for the effectsix months following the Omnibus Effective Date, with a balloon amount of approximately $104,.2 million due on the maturity date. If the loans are refinanced by full prepayment during the six-month period following the Effective Date, no prepayment penalty will be due. Each loan is secured by an aircraft which has been pledged as collateral for the loans.
The Omnibus Agreement also provides that the Borrower Guarantee and Indemnity Cap (as defined in the PK Credit Agreement) will be reduced by the amount of increased principal when paid. In addition, the Omnibus Agreement adjusts the information covenants under the PK Credit Agreement such that the Company shall provide a copy of the changesannual audit report for each fiscal year for the Company and its subsidiaries as soon as available and in any event within 90 days after the end of such fiscal year of the Company (or, in the Act. case of the fiscal year ended March 31, 2019, by October 31, 2019), and quarterly financial statements of the Company and its subsidiaries within 45 days after the end of each fiscal quarter of the Company (or, in the case of each of the fiscal quarters ended June 30, 2019 and September 30, 2019, by December 31, 2019). In the Omnibus Agreement, PK Transportation also agreed to waive certain events of default arising from breaches of covenants in other agreements as a result of the Chapter 11 Cases and failure to provide its financial statements by their required due dates.
Macquarie Term Sheet — On October 3, 2019, the Bankruptcy Court approved a term sheet (the “Macquarie Term Sheet”) among the Company, as guarantor, Bristow U.S. LLC, as borrower and lessee, BriLog Leasing Ltd., as lessee, Macquarie Bank Limited, as administrative agent and security agent, Macquarie Leasing LLC, as lender and owner participant, and Macquarie Rotorcraft Leasing Holdings Limited, as owner participant, pursuant to which, among other matters, the parties agreed to enter into definitive documentation at emergence for an amendment to the term loan credit agreement, dated as of February 1, 2017, among Bristow U.S. LLC, the several banks, other financial institutions and other lenders from time to time party thereto and Macquarie Bank Limited, as administrative agent and as security agent (the “Macquarie Credit Agreement”). Such amendment will, among other things, extend the maturity date of the loan made under the Macquarie Credit Agreement by 12 months to March 6, 2023.
The measurement period ends when a company has obtained, prepared and analyzeddefinitive documentation contemplated by the Macquarie Term Sheet will also (a) adjust the information necessarycovenants under the Macquarie Credit Agreement such that the Company shall provide a copy of the annual audit report for each fiscal year for the Company and its subsidiaries as soon as available and in any event within 90 days after the end of such fiscal year of the Company (or, in the case of the fiscal year ended March 31, 2019, by October 31, 2019), and quarterly financial statements of the Company and its subsidiaries within 45 days after the end of each fiscal quarter of the Company (or, in the case of each of the fiscal quarters ended June 30, 2019 and September 30, 2019, by December 31, 2019) and (b) cause obligations under existing leases involving the parties to finalize its accounting, but cannot extend beyond one year. For the Macquarie Term Sheet to be secured with the collateral securing the Macquarie Credit Agreement.
Exit Financing On October 8, 2019, the Bankruptcy Court entered the Confirmation Order approving the Amended Disclosure Statement and confirming the Amended Plan. In addition to the Rights Offering, the Amended Plan contemplates that (i) the reorganized Company and/or certain other reorganized Debtors will enter into a new secured credit facility in an aggregate principal amount of up to $100 million (the “Exit Facility”) on the Effective Date and (ii) if the Debtors do not enter into the Exit Facility on or prior to the Effective Date, the reorganized Debtors will enter into a reinstated secured term loan facility in an aggregate principal amount of up to $75 million (the “Reinstated Facility”).
Going Concern — The significant risks and uncertainties related to the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern. In addition, each of the commencement of the Chapter 11 Cases and the delivery

of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as amended by the amendment thereto (the “Amended 10-K”), with a going concern qualification or explanation constituted an event of default under certain of our provision for income taxes includessecured equipment financings, giving those secured equipment lenders the impactright to accelerate repayment of decisions regarding the applicable debt, subject to Chapter 11 protections, and triggering cross-default and/or cross-acceleration provisions in substantially all of our other debt instruments should that right to accelerate repayment be exercised. The Company expects to continue operations in the normal course during the pendency of the Chapter 11 Cases. The consolidated financial statements included herein have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty.
Eastern Airways and Humberside Airport — Bristow Helicopters, together with its legal and financial advisors, pursued various impactstransactions to exit the Eastern Airways business, which made negative contributions to our Adjusted EBITDA in each of tax reformthe last three fiscal years, including pursuing a sales process with several third parties over an extended period. On May 10, 2019, Bristow Helicopters completed the sale of all of the shares of Eastern Airways to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related disclosures. Consistent with guidanceagreements, Bristow Helicopters contributed approximately £17.1 million to Eastern Airways as working capital, OIHL acquired Eastern Airways, Bristow Helicopters retained its controlling ownership of the shares in SAB 118, we recorded provisional amounts for the transition tax on undistributed earnings of $52.9 million, which was partially offset by foreign tax credits of $22.6 million. We also recorded $53.0 million tax benefit asHumberside International Airport Limited that it previously held through Eastern Airways and certain intercompany balances between Bristow Helicopters and Eastern Airways were written off. As a result of the revaluationtransaction, OIHL now owns and operates Eastern Airways, which had previously operated as a separate unit within Bristow Group, and Bristow Helicopters maintains its controlling interest in Humberside Airport, from which Bristow Helicopters provides U.K. search and rescue services.
The EAIL Purchase Agreement contained customary representations and warranties. OIHL agreed to certain covenants with respect to non-solicitation of directors, officers or employees of Bristow Helicopters for a period of 12 months. Pursuant to the terms of the EAIL Purchase Agreement, Bristow Helicopters has the right to appoint an observer to the board of directors of Eastern Airways for an initial period of 12 months following the sale. Eastern Airways also agreed to provide certain transition services for a minimum of 12 months from the date of the completion of the transaction.
Rejection and Deferral of Purchase of H175s — On May 1, 2019, we entered into an amendment to our net deferred tax liabilities. Additional details regardingagreement with Airbus Helicopters S.A.S. for the Actpurchase of 22 H175 helicopters, which includes five aircraft that can be cancelled by us prior to the delivery dates. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates for such helicopters for 18 months from the previous schedule, with the first three helicopters now scheduled for delivery in the second half of fiscal year 2022. The postponement in deliveries resulted in various amendments to the payment terms under the purchase agreement including the deferral of approximately $110.0 million in capital expenditures scheduled for fiscal years 2019 to 2023 into fiscal years 2024 and beyond. Our capital commitments related to these H175 helicopters now total approximately $14.0 million for fiscal years 2020 and 2021. In connection with this amendment, the overall purchase price of these helicopters has been increased by $18.4 million to account for inflation. On October 3 2019, the Bankruptcy Court entered an order approving an agreement with Airbus Helicopters S.A.S. to reject our aircraft purchase contract for the 22 H175 helicopters.
Columbia Transaction — On November 9, 2018, we entered into a definitive agreement to acquire Columbia Helicopters Inc. (“Columbia”) for $496.75 million in cash and 6.2 million shares of common stock of the Company. On February 11, 2019, we announced that Bristow and Columbia mutually agreed to terminate our agreement to acquire Columbia. In connection with the termination, we paid $20 million to Columbia. Bristow, Columbia and Columbia’s shareholders agreed to release each other from all claims in connection with the purchase agreement and the impactrelated transactions.
CEO Transition — On November 9, 2018, the Company announced the retirement of Jonathan E. Baliff, who served as President and Chief Executive Officer of the Company. Mr. Baliff stepped down from the position of President effective November 9, 2018, while continuing to serve as Chief Executive Officer. Thomas N. Amonett, Vice-Chairman of the Board of Directors of Bristow (the “Board”), was appointed to serve as the interim President of the Company during the CEO transition process. On February 11, 2019, the Company entered into a Retirement and Consulting Agreement (the “Retirement and Consulting Agreement”) with Mr. Baliff. Under the Retirement and Consulting Agreement, Mr. Baliff ceased to serve as Chief Executive Officer of the Company and resigned from the Board effective February 28, 2019. Effective upon Mr. Baliff’s retirement and until the appointment of a new Chief Executive Officer, the Board named Mr. Amonett, the Vice-Chairman of the Board and interim President of the Company, to the additional role of interim Chief Executive Officer.
On March 1, 2019, the Company announced that L. Don Miller, Senior Vice President and Chief Financial Officer of the Company, had been appointed to succeed Mr. Baliff as President and Chief Executive Officer of the Company, effective as of the close of business on us are provided inFebruary 28, 2019. Mr. Miller joined the Board concurrently with the effectiveness of his appointment as President and Chief Executive Officer. Mr. Amonett, who has been serving as the interim President of the Company, was appointed to the role of Executive Vice Chairman of the Board, effective upon the effectiveness of Mr. Miller’s appointment. Brian J. Allman,

Vice President and Chief Accounting Officer of the Company, was appointed to succeed Mr. Miller as Senior Vice President and Chief Financial Officer.
For further details, see Note 8 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
We are continuingBrexit — In a referendum held on June 23, 2016, voters in the U.K. approved the exit of the U.K. from the E.U. On March 29, 2017, the U.K. government commenced the exit process under Article 50 of the Treaty of the European Union by notifying the European Council of the U.K.’s intention to analyze additional informationleave the E.U. This notification started a two-year time period that ended on March 29, 2019 for the U.K. and the remaining E.U. Member States to negotiate a withdrawal agreement. The U.K. and the E.U. were unable to negotiate a formal withdrawal agreement, and the Brexit date was extended until April 12, 2019 and further extended until October 31, 2019, although Brexit may become effective before such date under certain specified circumstances. Negotiations remain ongoing to determine the final impact as well as other impactsfuture terms of the Act. Any adjustments recordedU.K.’s relationship with the E.U. The impact on the Company’s business as a result of Brexit will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations.
As a result of the referendum, the global markets and currencies have been adversely impacted, including a sharp decline in the value of the British pound sterling as compared to the provisional amounts willU.S. dollar. Volatility in exchange rates resulting from Brexit is expected to continue in the short term as the U.K. negotiates its exit from the E.U. In addition, Brexit could create uncertainty with respect to the legal and regulatory requirements to which we and our customers in the U.K. are subject and lead to potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate, and those laws and regulations may be includedcumbersome, difficult or costly in incometerms of compliance. Any of these effects of Brexit, among others, could have a material adverse effect on our current business and future growth.
Loss on impairment — Prior to September 30, 2018, we had been actively marketing our H225 aircraft with the expectation of a substantial return of the aircraft to oil and gas service. However, market conditions and more significantly, the recent development of alternative opportunities outside of our traditional oil and gas service for our H225 aircraft and our decision to pursue those opportunities during the three months ended September 30, 2018, indicated a substantial return to oil and gas service within our operations was not likely. Therefore, as of September 30, 2018, we concluded that cash flows associated with our H225 helicopters were largely independent from operationsthe cash flows associated with the remainder of our oil and gas related property and equipment (“oil and gas asset group”) and should be tested for impairment as a stand-alone asset group. In accordance with Accounting Standard Codification (“ASC”) 360-10, we performed an adjustmentimpairment analysis for our stand-alone H225 asset group and determined that the forecasted cash flows over the remaining useful life of the asset group were insufficient to recover the carrying value of the asset group. We determined the fair value of the H225 asset group to be $116.4 million and recorded an impairment charge of $87.5 million during fiscal year 2019. In addition, we performed a review of our H225 aircraft related inventory and recorded an impairment charge of $8.9 million during fiscal year 2019 financial statements.to record the inventory at the lower of cost or net realizable value.
Bristow Academy sale — On November 1, 2017, The removal of the H225 aircraft from our oil and gas asset group and changes in our forecasted cash flows for that asset group as of September 30, 2018 indicated the need for the performance of a recoverability analysis of the oil and gas asset group. In accordance with ASC 360-10, we soldestimate future undiscounted cash flows to test the recoverability of our 100% interestoil and gas asset group, which largely consists of our oil and gas related held for use aircraft. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services, rates and anticipated aircraft disposal values. We determined that the estimated future undiscounted cash flows exceeded the carrying value for our oil and gas asset group as of September 30, 2018, and no impairment was recorded on these assets. Future declines in Bristow Academy,operating performance, aircraft disposal values, anticipated business outlook, or projected aircraft deliveries currently accounted for as construction in progress may reduce our estimated future undiscounted cash flows and result in impairment of our oil and gas asset group.
 In addition, changes in our forecasted cash flows as of September 30, 2018 indicated the need for the performance of a recoverability analysis for the airline related assets of Eastern Airways. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of the airline related assets of Eastern Airways for potential impairment. In accordance with ASC 360-10-35, we estimate future undiscounted cash flows to test the recoverability of the assets, which largely consists of our held for use aircraft and related rotable spare parts. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services and rates. We determined that the estimated future undiscounted cash flows were below the carrying value for our airline related assets of Eastern Airways as of September 30, 2018.  We determined the fair value of the asset group to be $20.5 million and recorded an impairment charge of $17.5 million during fiscal year 2019.  As part of our impairment review of the airline assets of Eastern Airways during fiscal year 2019, we recorded impairments of $3.0 million related to the remaining intangible assets and $0.3 million related to inventory.

The subsequent event filing of the Chapter 11 Cases, largely driven by the prolonged downturn in the offshore oil and gas industry, was identified as an indicator of potential impairment for conditions that could have existed at March 31, 2019, for our oil and gas asset group, necessitating the performance of a recoverability analysis of the oil and gas asset group. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of our oil and gas asset group, which largely consists of our oil and gas related held for use aircraft. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services, rates and anticipated aircraft disposal values. We determined that the estimated future undiscounted cash flows exceeded the carrying value for our oil and gas asset group as of March 31, 2019, and no impairment was recorded on these assets. Future declines in operating performance, aircraft disposal values, anticipated business outlook, or projected aircraft deliveries currently accounted for as construction in progress may reduce our estimated future undiscounted cash flows and result in impairment of our oil and gas asset group. We will continue to executeassess the impact the Chapter 11 Cases will have on future recoverability analysis. In addition, we may elect to take certain actions allowed as a result of the Chapter 11 Cases which may have an adverse impact on our priority to optimize our business portfolio to improve our competitive position duringestimated future undiscounted cash flows, including the market downturn. The sales price is a minimumrejection of $1.5 million to be received over a maximum of four years with potential additional consideration based on Bristow Academy’s financial performance.
The sale includes Bristow Academy’s entire operation, including training facilities, helicopters and related personnel, at Titusville, Florida, and Minden, Nevada. The sale does not impact recurrent training of Bristow flight crews for ongoing commercial operations. Initial type rating and recurrent pilot training for commercial operations will continue at Bristow’s flight-simulator training facilities located in Aberdeen, Scotland, and New Iberia, Louisiana, supplemented with the use of other globally located training centers.certain aircraft purchase contracts.
The sale of this non-core business resulted in totalEastern Airways on May 10, 2019, was identified as an indicator of potential impairment for conditions that could have existed at March 31, 2019, necessitating the performance of a recoverability analysis for the airline related assets of Eastern Airways. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of the airline related assets of Eastern Airways for potential impairment. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services and rates. We determined that the estimated future undiscounted cash flows were below the carrying value for our airline related assets of Eastern Airways as of March 31, 2019. We determined the fair value of the asset group at March 31, 2019 to be consistent with those values utilized to record impairment charges recorded in the fiscal yearat September 30, 2018, and therefore, no further impairment was required as of $7.2 million, which resulted from the combined loss on the sale and relatedMarch 31, 2019.
No further triggers to review our assets for impairment exist as of assets included in loss on disposal of assets on our consolidated statement of operations.
With the completion of this sale and similar dispositions of non-core assets in prior fiscal years, we have streamlined our business to focus on our core oil and gas, SAR and fixed wing businesses globally. No significant non-core assets outside of these key areas of concentration remain upon completion of this sale.March 31, 2019.
Fleet updates— As previously reported, on April 29, 2016, another company’s EC 225LP (also known as an H225LP) model helicopter crashed near Turøy outside of Bergen, Norway resulting in the EASA issuing airworthiness directives prohibiting flight of H225LP and AS332L2 model aircraft. On July 20, 2017, the U.K. CAA and NCAA issued safety and operational directives thatwhich detail the conditions to apply for the safe return to service of H225LP and AS332L2 model aircraft, where operators wish to do so. On July 5, 2018, the Accident Investigation Board Norway issued its final investigation report on the accident. The report cited a fatigue fracture within the epicyclic module of the main gear box as the cause of the accident, and issued safety recommendations in a number of areas, including gearbox design and certification requirements, failure tolerance, and continued airworthiness of the AS332L2 and the H225LP helicopters. We continue not to operate for commercial purposes our 24 H225LP model aircraft. Weaircraft, and we are carefully evaluating next steps and demand for the H225LP model aircraft in our oil and gas and SAR operations worldwide, with the safety of passengers and crews remaining our highest priority. In May 2019, we terminated our leases for four H225LP model aircraft that were included within our fleet as of March 31, 2019. Recent third-party market transactions and the development of alternative opportunities outside of our traditional oil and gas services for our H225 aircraft indicated a substantial return to oil and gas service within our operations was not likely. See Loss on Impairment above for further details.
Separately, our efforts to successfully integrate AW189 aircraft into service for the U.K. SAR contract have been delayedwere successful with the fifth and final base operational on May 1, 2019. As a result of the delays due to a product improvement plan with the aircraft. As a result,aircraft, the original acceptance of four AW189 aircraft will bewere pushed to later dates. We continue to meet our contractual obligations under the U.K. SAR contract through the utilization of other aircraft.All four AW189s have been accepted and are in service.
During fiscal year 2018, we reached agreements with OEMs to recover $136.0 million related to ongoing aircraft issues mentioned above, of which $125.0 million was recovered during fiscal year 2018 and $11.0 million was recovered in May 2018.during fiscal year 2019. For further details on the accounting for these recoveries,treatment, see Note 34 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

PK Air Debt — On July 17, 2017, a wholly-owned subsidiary entered into a term loan credit agreement with PK AirFinance S.à r.l., as agent, and PK Transportation Finance Ireland Limited, as lender, and other lenders from time to time party thereto, which provided for commitments in an aggregate amount of up to $230 million to make up to 24 term loans, each of which term loans shall be made in respect of an aircraft to be pledged as collateral for all of the term loans. The term loans also will be secured by a pledge of all shares of the borrower and any other assets of the borrower, and will be guaranteed by the Company. The financing funded in September 2017 and proceeds from the financing were used to repay $17.0 million of the $200 million of term loan commitments (the “Term Loan Credit Facility”), $93.7 million of the Term Loan and $103.0 million of the Revolving Credit Facility. Additionally, in October 2017, we paid off the remaining $28.9 million of the Term Loan Credit Facility.
Structural and leadership changes — As discussed under “— Our Strategy” above, on June 8, 2017, we announced structural and leadership changes with two geographical hubs in key areas of business, Europe and the Americas. These changes resulted in a more regionally focused, cost efficient and competitive business positioned to win more contracts. We believe these changes will result in a smaller, more nimble company, with the same intense focus on delivering safe, reliable service to customers, and positioned for future growth and profitability.
Our Europe hub includes Africa, Asia, Australia, Norway, U.K., Turkmenistan and the Middle East. Our Americas hub includes the U.S. Gulf of Mexico, Guyana, Trinidad, Canada and Brazil, and had included Bristow Academy prior to its sale on November 1, 2017. Despite these structural changes, we are still operating primarily out of the four operating regions previously discussed and therefore have not made any changes to the regional disclosure of results for our industrial aviation services segment operations in this Annual Report.
The structural change into two primary hubs is expected to generate significant cost savings, in part through lower general and administrative costs. In conjunction with this announcement, we also announced a number of leadership changes, which included the elimination of certain management roles and other corporate positions.
The decision by Nigeria’s central bank to move to market-driven foreign currency trading — On June 20, 2016, Nigeria’s central bank abandoned its 16-month peg to the U.S. dollar, which resulted in a 38% devaluation of the naira versus the U.S. dollar from June 20 to June 30, 2016 and an additional 21% further devaluation of the naira versus the U.S. dollar from June 30, 2016 to March 31, 2018. For discussion of the impact of changes in foreign currency exchange rates, including the naira, on our results, see “— Overview of Operating Results — Fiscal Year 2018 Compared to Fiscal Year 2017” included elsewhere in this Annual Report.
Impact of fleet changes — The management of our global aircraft fleet involves a careful evaluation of the expected demand for industrial aviation services across global energy markets, including the type of aircraft needed to meet this demand. As offshore oil and gas drilling and production globally moves to deeper water, more medium and large aircraft and newer technology aircraft may be required. As older aircraft models come off of current contracts and are replaced by new aircraft, our management evaluates our future needs for these aircraft models and ultimately the ability to recover our remaining investments in these aircraft through sales into the aftermarket. We depreciate our aircraft over their expected useful life to the expected salvage value to be received for the aircraft at the end of that life. Depending on the market for aircraft or changes in the expected future use of aircraft within our fleet, we may record gains or losses on aircraft sales, impairment charges for aircraft operating or held for sale, or accelerate or increase depreciation on aircraft used in our operations. In certain instances where a cash return can be made on newer aircraft in excess of the expected return available through the provision of industrial aviation services, we may sell newer aircraft. The number of aircraft sales and the amount of gains and losses recorded on these sales is unpredictable. While aircraft sales are common in our business and are reflected in our operating results, gains and losses on aircraft sales may result in our operating results not reflecting the ordinary operating performance of our primary business, which is providing industrial aviation services to our clients. The gains and losses on aircraft sales and any impairment charges are not included in the calculation of adjusted EBITDA, adjusted net income (loss) or adjusted earnings (loss) per share.
In recent years, we have seen deterioration in market sales for aircraft resulting mostly from an increase in idle aircraft and reduced demand across the offshore energy market. While other markets exist for certain aircraft model types, including utility, firefighting, government, VIP transportation and tourism, the market for certain model type aircraft slowed. As a result of these market changes, we recorded impairment charges of $15.9 million related to eight held for sale aircraft during fiscal year 2018, $12.5 million related to 14 held for sale aircraft during fiscal year 2017 and $29.6 million related to 16 held for sale aircraft during fiscal year 2016. Additionally, due to changes in estimated salvage values for our fleet of operational aircraft and other changes in the timing of exiting certain aircraft from our operations, we recorded an additional $10.4 million and $28.7 million in depreciation expense during fiscal years 2017 and 2016, respectively.

Selected Regional Perspectives
We own an approximate 20% voting interest and a 41.9% economic interest in Líder, a provider of helicopter and executive aviation services in Brazil. Brazil represents a significant part of long term helicopter industry demand due to its concentration and size of its offshore oil reserves. However, in the short term, Brazil and, specifically, Petrobras continue to evidence uncertainty as the price of oil and Petrobras’ restructuring efforts have impacted the helicopter industry. The Brazilian government has revisited the regulations on the oil and gas industry and made significant changes to the Brazilian market, including removing the requirement that Petrobras have 30% participation on all exploratory blocks, removing the requirement that Petrobras be the operator of all pre-salt blocks and approving the next round of licensing for new exploration blocks (six years after the last successful round). In addition, the Brazilian government is currently reviewing local content requirements, which has led other operators (including international oil companies) to initiate drilling activities. Petrobras’ new management has implemented a five-year business and

management plan focused on divestment, mostly of its non-core businesses. Overall, the long-term Brazilian market outlook has improved with future opportunities for growth although Líder faces significant competition from a number of global and local helicopter service providers.
Líder’s management has significantly decreased their future financial projections as a result of recent tender awards announced by Petrobras.Petrobras in early calendar year 2018. Petrobras represented 64% and 66% of Líder’s operating revenue in calendar years 2017 and 2016, respectively. This significant decline in future forecasted results, coupled with previous declining financial results, triggered our review of our investment in Líder for potential impairment as of March 31, 2018. Based on the estimated fair value of our investment, we recorded an $85.7 million impairment as of March 31, 2018. Our remaining investment in Líder as of March 31, 20182019 is $62.3$50.8 million. Despite this impairment driven by an overall reduction in financial performance, Líder’s management expects to benefit from the recovery in the Brazilian market over the long-term. As of March 31, 2018,2019, we have no aircraft on lease to Líder.
In addition to uncertainty surrounding future financial performance, currency fluctuations continue to make it difficult to predict the earnings from our Líder investment. These currency fluctuations, which primarily do not impact Líder’s cash flow from operations, had a significant negative impact on Líder’s results in recent years, impacting our earnings (losses) from unconsolidated affiliates. Earnings (losses) from unconsolidated affiliates, net of losses, on our consolidated statements of operations, is included in calculating adjusted EBITDA, adjusted net income (loss) and adjusted diluted earnings (loss) per share.
We are subject to competition and the political environment in the countries where we operate. In Nigeria, we have seen an increase in competitive pressure and the application of existing local content regulations that could impact our ability to win future work at levels previously anticipated. In order to properly and fully embrace new regulations, we have made a number of key changes to our operating model in Nigeria, while maintaining safety as our number one priority at all times. The objectives of these changes being (a) enhancing the level of continued compliance by each of Bristow Helicopters Nigeria Ltd. (“BHNL”) and Pan African Airlines Nigeria Ltd. (“PAAN”) with local content regulations, (b) the streamlining of our operations in Nigeria, including an ongoing consolidation of operations of BHNL and BGI Aviation Technical Services Nigeria Limited (“BATS”) in order to achieve cost savings and efficiencies in our operations, and (c) each of BHNL and PAAN committing to continue to apply and use all key Bristow Group standards and policies, including without limitation our Target Zero safety program, our Code of Business Integrity and our Operations Manuals. As a result of these changes, our ability to continue to consolidate BHNL and PAAN under the current accounting requirements could change.
We conduct business in various foreign countries, and as such, our cash flows and earnings are subject to fluctuations and related risks from changes in foreign currency exchange rates. During fiscal year 2018,2019, our primary foreign currency exposure was related to the British pound sterling, the euro, the Australian dollar, the Norwegian kroner and the Nigerian naira and our unconsolidated affiliates foreign currency exposure is primarily related to the Brazilian real. For further details on this exposure and the related impact on our results of operations, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” and Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Overview of Operating Results
Results for prior years have been adjusted as discussed in Note 1 to the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
The following table presents our operating results and other statement of operations information for the applicable periods:
Fiscal Years Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Years Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2019 2018 
              
(In thousands, except per share
amounts, percentages and flight hours)
(In thousands, except per share
amounts, percentages and flight hours)
Gross revenue:              
Operating revenue$1,384,424
 $1,347,850
 $36,574
 2.7 %$1,307,907
 $1,373,437
 $(65,530) (4.8)%
Reimbursable revenue60,538
 52,652
 7,886
 15.0 %61,755
 60,538
 1,217
 2.0 %
Total gross revenue1,444,962
 1,400,502
 44,460
 3.2 %1,369,662
 1,433,975
 (64,313) (4.5)%
  
      
    
Operating expense:  
      
    
Direct cost1,123,168
 1,103,984
 (19,184) (1.7)%1,079,747
 1,123,287
 43,540
 3.9 %
Reimbursable expense59,346
 50,313
 (9,033) (18.0)%59,482
 59,346
 (136) (0.2)%
Depreciation and amortization124,042
 118,748
 (5,294) (4.5)%124,899
 124,042
 (857) (0.7)%
General and administrative184,987
 195,367
 10,380
 5.3 %182,113
 184,987
 2,874
 1.6 %
Total operating expense1,491,543
 1,468,412
 (23,131) (1.6)%1,446,241
 1,491,662
 45,421
 3.0 %
  

      

    
Loss on impairment(91,400) (16,278) (75,122) *
(117,220) (91,400) (25,820) (28.2)%
Loss on disposal of assets(17,595) (14,499) (3,096) (21.4)%(27,843) (17,595) (10,248) (58.2)%
Earnings from unconsolidated affiliates, net of losses6,738
 6,945
 (207) (3.0)%4,317
 18,699
 (14,382) (76.9)%
  

      

    
Operating loss(148,838) (91,742) (57,096) (62.2)%(217,325) (147,983) (69,342) (46.9)%
  

      

    
Interest expense, net(77,060) (49,919) (27,141) (54.4)%(110,076) (77,060) (33,016) (42.8)%
Other expense, net(3,076) (2,641) (435) (16.5)%(8,898) (2,957) (5,941) *
  

 

    

 

  
Loss before benefit (provision) for income taxes(228,974) (144,302) (84,672) (58.7)%
Benefit (provision) for income taxes30,891
 (32,588) 63,479
 *
Loss before benefit for income taxes(336,299) (228,000) (108,299) (47.5)%
Benefit for income taxes161
 30,891
 (30,730) (99.5)%
  

 

    

 

  
Net loss(198,083) (176,890) (21,193) (12.0)%(336,138) (197,109) (139,029) (70.5)%
Net loss attributable to noncontrolling interests2,425
 6,354
 (3,929) (61.8)%
Net (income) loss attributable to noncontrolling interests(709) 2,425
 (3,134) (129.2)%
Net loss attributable to Bristow Group$(195,658) $(170,536) $(25,122) (14.7)%$(336,847) $(194,684) $(142,163) (73.0)%
  

      

    
Diluted loss per common share$(5.54) $(4.87) $(0.67) (13.8)%$(9.42) $(5.52) $(3.90) (70.7)%
Operating margin (1)
(10.8)% (6.8)% (4.0)% (58.8)%(16.6)% (10.8)% (5.8)% (53.7)%
Flight hours (2)
178,329
 165,252
 13,077
 7.9 %162,712
 178,329
 (15,617) (8.8)%
  
      
    
Non-GAAP financial measures: (3)
  
      
    
Adjusted EBITDA$105,427
 $71,084
 $34,343
 48.3 %$92,837
 $106,401
 $(13,564) (12.7)%
Adjusted EBITDA margin (1)
7.6 % 5.3 % 2.3 % 43.4 %7.1 % 7.7 % (0.6)% (7.8)%
Adjusted net loss$(75,007) $(74,525) $(482) (0.6)%$(112,994) $(74,033) $(38,961) (52.6)%
Adjusted diluted loss per share$(2.13) $(2.13) $
  %$(3.16) $(2.10) $(1.06) (50.5)%

Fiscal Years Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Years Ended
March 31,
 
Favorable
(Unfavorable)
2017 2016 2018 2017 
              
(In thousands, except per share
amounts, percentages and flight hours)
(In thousands, except per share
amounts, percentages and flight hours)
Gross revenue:              
Operating revenue$1,347,850
 $1,629,547
 $(281,697) (17.3)%$1,373,437
 $1,335,430
 $38,007
 2.8 %
Reimbursable revenue52,652
 85,966
 (33,314) (38.8)%60,538
 52,652
 7,886
 15.0 %
Total gross revenue1,400,502
 1,715,513
 (315,011) (18.4)%1,433,975
 1,388,082
 45,893
 3.3 %
              
Operating expense:              
Direct cost1,103,984
 1,227,541
 123,557
 10.1 %1,123,287
 1,103,087
 (20,200) (1.8)%
Reimbursable expense50,313
 81,824
 31,511
 38.5 %59,346
 50,313
 (9,033) (18.0)%
Depreciation and amortization118,748
 136,812
 18,064
 13.2 %124,042
 118,748
 (5,294) (4.5)%
General and administrative195,367
 224,645
 29,278
 13.0 %184,987
 195,367
 10,380
 5.3 %
Total operating expense1,468,412
 1,670,822
 202,410
 12.1 %1,491,662
 1,467,515
 (24,147) (1.6)%
              
Loss on impairment(16,278) (55,104) 38,826
 70.5 %(91,400) (16,278) (75,122) *
Loss on disposal of assets(14,499) (30,693) 16,194
 52.8 %(17,595) (14,499) (3,096) (21.4)%
Earnings from unconsolidated affiliates, net of losses6,945
 261
 6,684
 *
18,699
 20,339
 (1,640) (8.1)%
              
Operating loss(91,742) (40,845) (50,897) (124.6)%(147,983) (89,871) (58,112) (64.7)%
              
Interest expense, net(49,919) (34,128) (15,791) (46.3)%(77,060) (49,919) (27,141) (54.4)%
Other expense, net(2,641) (4,258) 1,617
 38.0 %(2,957) (3,538) 581
 16.4 %
              
Loss before benefit (provision) for income taxes(144,302) (79,231) (65,071) (82.1)%(228,000) (143,328) (84,672) (59.1)%
Benefit (provision) for income taxes(32,588) 2,082
 (34,670) *
30,891
 (32,588) 63,479
 *
              
Net loss(176,890) (77,149) (99,741) (129.3)%(197,109) (175,916) (21,193) (12.0)%
Net loss attributable to noncontrolling interests6,354
 4,707
 1,647
 35.0 %2,425
 6,354
 (3,929) (61.8)%
Net loss attributable to Bristow Group(170,536) (72,442) (98,094) (135.4)%$(194,684) $(169,562) $(25,122) (14.8)%
Accretion of redeemable noncontrolling interests
 (1,498) 1,498
 *
Net loss attributable to common stockholders$(170,536) $(73,940) $(96,596) (130.6)%
              
Diluted loss per common share$(4.87) $(2.12) $(2.75) (129.7)%$(5.52) $(4.84) $(0.68) (14.0)%
Operating margin (1)
(6.8)% (2.5)% (4.3)% (172.0)%(10.8)% (6.7)% (4.1)% (61.2)%
Flight hours (2)
165,252
 191,850
 (26,598) (13.9)%178,329
 165,252
 13,077
 7.9 %
              
Non-GAAP financial measures:(3)
              
Adjusted EBITDA$71,084
 $205,523
 $(134,439) (65.4)%$106,401
 $72,058
 $34,343
 47.7 %
Adjusted EBITDA margin (1)
5.3 % 12.6 % (7.3)% (57.9)%7.7 % 5.4 % 2.3 % 42.6 %
Adjusted net income (loss)$(74,525) $51,308
 $(125,833) (245.3)%
Adjusted diluted earnings (loss) per share$(2.13) $1.45
 $(3.58) (246.9)%
Adjusted net loss$(74,033) $(73,551) $(482) (0.7)%
Adjusted diluted loss per share$(2.10) $(2.10) $
  %
_______________ 
* percentage change too large to be meaningful or not applicable
(1) 
Operating margin is calculated as operating income (loss) divided by operating revenue. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by operating revenue.
(2) 
Excludes flight hours from Bristow Academy and unconsolidated affiliates. Includes flight hours from Eastern Airways and Airnorth fixed wing operations in the U.K., Nigeria and Australia for fiscal years 2019, 2018 and 2017 of 35,773, 43,192 and 2016 of 43,192, 39,873, and 41,473, respectively.

(3) 
These financial measures have not been prepared in accordance with GAAPgenerally accepted accounting principles (“GAAP”) and have not been audited or reviewed by our independent registered public accounting firm. These financial measures are therefore considered non-GAAP financial measures. Adjusted EBITDA is calculated by taking our net income (loss) and adjusting for interest expense, depreciation and amortization, benefit (provision) for income taxes, gain (loss) on disposal of assets and any special items during the reported periods. See further discussion of our use of the adjusted EBITDA metric below. Adjusted net income (loss) and adjusted diluted earnings (loss) per share are each adjusted for gain (loss) on disposal of assets and any special items during the reported periods. As discussed below, management believes these non-GAAP financial measures provide meaningful supplemental information regarding our results of operations. A description of the adjustments to and reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures is as follows:
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
(In thousands, except per share amounts)(In thousands, except per share amounts)
Net loss$(198,083) $(176,890) $(77,149)$(336,138) $(197,109) $(175,916)
Loss on disposal of assets17,595
 14,499
 30,693
27,843
 17,595
 14,499
Special items (i)
115,027
 31,277
 82,063
162,894
 115,027
 31,277
Depreciation and amortization124,042
 118,748
 136,812
124,899
 124,042
 118,748
Interest expense77,737
 50,862
 35,186
113,500
 77,737
 50,862
Provision (benefit) for income taxes(30,891) 32,588
 (2,082)(161) (30,891) 32,588
Adjusted EBITDA$105,427
 $71,084
 $205,523
$92,837
 $106,401
 $72,058
          
Benefit (provision) for income tax$30,891
 $(32,588) $2,082
$161
 $30,891
 $(32,588)
Tax benefit on loss on disposal of assets42,943
 (6,476) (8,665)(5,430) 42,943
 (6,476)
Tax provision (benefit) on special items(58,016) 49,342
 (8,996)38,546
 (58,016) 49,342
Adjusted benefit (provision) for income tax$15,818
 $10,278
 $(15,579)
Adjusted benefit for income tax$33,277
 $15,818
 $10,278
          
Effective tax rate (ii)
13.5% (22.6)% 2.6%% 13.5% (22.7)%
Adjusted effective tax rate (ii)
17.0% 11.7 % 25.1%22.9% 17.1% 11.8 %
          
Net loss attributable to Bristow Group$(195,658) $(170,536) $(72,442)$(336,847) $(194,684) $(169,562)
Loss on disposal of assets (iii)
60,538
 8,023
 22,028
22,413
 60,538
 8,023
Special items (i) (iii)
60,113
 87,988
 101,722
201,440
 60,113
 87,988
Adjusted net income (loss)$(75,007) $(74,525) $51,308
Adjusted net loss$(112,994) $(74,033) $(73,551)
          
Diluted loss per share$(5.54) $(4.87) $(2.12)$(9.42) $(5.52) $(4.84)
Loss on disposal of assets (iii)
1.72
 0.23
 0.62
0.63
 1.72
 0.23
Special items (i) (iii)
1.70
 2.51
 2.92
5.64
 1.70
 2.51
Adjusted diluted earnings (loss) per share (iv)
(2.13) (2.13) 1.45
Adjusted diluted loss per share (iv)
(3.16) (2.10) (2.10)
_______________ 
(i) 
See information about special items during fiscal years 2019, 2018 and 2017 under “Fiscal Year 2019 Compared to Fiscal Year 2018” and 2016 under “Fiscal Year 2018 Compared to Fiscal Year 2017” and “Fiscal Year 2017 Compared to Fiscal Year 2016” below.
(ii) 
Effective tax rate is calculated by dividing benefit (provision) for income tax by pretax net income. Adjusted effective tax rate is calculated by dividing adjusted benefit (provision) for income tax by adjusted pretax net income (loss). Tax expense (benefit) on loss on disposal of asset and tax expense (benefit) on special items is calculated using the statutory rate of the entity recording the loss on disposal of asset or special item.
(iii) 
These amounts are presented after applying the appropriate tax effect to each item and dividing by the weighted average shares outstanding during the related period to calculate the earnings per share impact.
(iv) 
Adjusted diluted earningsloss per share is calculated using the diluted weighted average number of shares outstanding of 35,740,933, 35,288,579 35,044,040 and 34,893,84435,044,040 for fiscal years 2019, 2018 2017 and 2016,2017, respectively.

Management believes that adjusted EBITDA, adjusted benefit (provision) for income taxes, adjusted net income (loss)loss and adjusted diluted earnings (loss)loss per share (collectively, the “Non-GAAP measures”) provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and regional performance.
Adjusted EBITDA provides us with an understanding of one aspect of earnings before the impact of investing and financing transactions and income taxes. Adjusted EBITDA should not be considered a measure of discretionary cash available to us for investing in the growth of our business.
AdjustedAs prescribed by the SEC, when adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to adjusted EBITDA is net income (loss). Management does not analyze interest expense and income taxes on a regional level; therefore, the most directly comparable GAAP financial measure to adjusted EBITDA when performance is discussed on a regional level is operating income (loss).
Adjusted net loss and adjusted diluted earnings (loss)loss per share present our consolidated results excluding asset dispositions and special items that do not reflect the ordinary earnings of our operations. Adjusted benefit (provision) for income taxes excludes the tax impact of these items. We believe that these measures are useful supplemental measures because net incomeloss and adjusted diluted earningsloss per share include asset disposition effects and special items and benefit (provision) for income taxes include the tax impact of these items, and inclusion of these items does not reflect the ongoing operational earnings of our business.
The Non-GAAP measures are not calculated or presented in accordance with GAAP and other companies in our industry may calculate these measures differently than we do. As a result, these financial measures have limitations as analytical and comparative tools and you should not consider these measures in isolation, or as a substitute for analysis of our results as reported under GAAP. In calculating these financial measures, we make certain adjustments that are based on assumptions and estimates that may prove to be inaccurate. In addition, in evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of the Non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or special items.
Some of the additional limitations of adjusted EBITDA are:
Adjusted EBITDA does not reflect our current or future cash requirements for capital expenditures;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debts; and
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements.

The following table presents region adjusted EBITDA and adjusted EBITDA margin discussed in “— Region Operating Results,” and consolidated adjusted EBITDA and adjusted EBITDA margin for fiscal years 2019, 2018 2017 and 2016:2017:
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
(In thousands, except percentages)(In thousands, except percentages)
Adjusted EBITDA:          
Europe Caspian$81,503
 $45,163
 $123,952
$74,924
 $81,503
 $45,163
Africa52,419
 51,553
 60,371
29,285
 52,419
 51,553
Americas41,010
 39,952
 71,958
32,267
 41,984
 40,926
Asia Pacific(1,424) (5,026) 28,361
(4,874) (1,424) (5,026)
Corporate and other(68,081) (60,558) (79,119)(38,765) (68,081) (60,558)
Consolidated adjusted EBITDA$105,427
 $71,084
 $205,523
$92,837
 $106,401
 $72,058
          
Adjusted EBITDA margin:          
Europe Caspian10.6 % 6.4 % 15.3%9.8 % 10.6 % 6.4 %
Africa27.3 % 25.8 % 24.2%18.7 % 27.3 % 25.8 %
Americas17.4 % 18.1 % 24.8%14.6 % 18.6 % 19.7 %
Asia Pacific(0.7)% (2.3)% 10.4%(2.8)% (0.7)% (2.3)%
Consolidated adjusted EBITDA margin7.6 % 5.3 % 12.6%7.1 % 7.7 % 5.4 %
The following table presents reconciliation of adjusted EBITDA by region and adjusted EBITDA margin and rent expense by region for fiscal year 2019:
  Europe Caspian Africa Americas Asia Pacific Corporate and other Loss on disposal of assets Total
               
  (In thousands, except percentages)
Operating income (loss) $12,874
 $13,499
 $3,530
 $(23,645) $(195,740) $(27,843) $(217,325)
Depreciation and amortization expense 50,737
 16,113
 28,300
 16,735
 13,014
   124,899
Interest income 104
 4
 3
 86
 3,227
   3,424
Other income (expense), net (10,851) (331) 176
 (4,340) 6,448
   (8,898)
Special items and loss on disposal of assets 22,060
 
 258
 6,290
 134,286
 27,843
 190,737
Adjusted EBITDA $74,924
 $29,285
 $32,267
 $(4,874) $(38,765) $
 $92,837
               
Adjusted EBITDA margin 9.8% 18.7% 14.6% (2.8)%     7.1%
               
Rent expense $122,282
 $9,657
 $23,122
 $31,040
 $6,215
   $192,316


The following table presents reconciliation of adjusted EBITDA by region depreciation and amortizationadjusted EBITDA margin and rent expense by region for fiscal years 2018, 2017 and 2016:year 2018:
 Fiscal Year Ended March 31,
2018 2017 2016
      
 (In thousands)
Depreciation and amortization:     
Europe Caspian$48,854
 $39,511
 $41,509
Africa13,705
 16,664
 29,337
Americas27,468
 32,727
 36,371
Asia Pacific19,695
 19,091
 20,526
Corporate and other14,320
 10,755
 9,069
Total depreciation and amortization$124,042
 $118,748
 $136,812
      
Rent expense:     
Europe Caspian$134,158
 $134,072
 $136,377
Africa8,557
 8,101
 7,456
Americas24,920
 23,015
 21,016
Asia Pacific32,908
 39,759
 37,053
Corporate and other8,148
 7,661
 9,938
Total rent expense$208,691
 $212,608
 $211,840
  Europe Caspian Africa Americas Asia Pacific Corporate and other Loss on disposal of assets Total
               
  (In thousands, except percentages)
Operating income (loss) $22,624
 $32,326
 $(72,083) $(24,290) $(88,965) $(17,595) $(147,983)
Depreciation and amortization expense 48,854
 13,705
 27,468
 19,695
 14,320
   124,042
Interest income 17
 90
 107
 89
 374
   677
Other income (expense), net 3,603
 (1,720) 434
 (795) (4,479)   (2,957)
Special items and loss on disposal of assets 6,405
 8,018
 86,058
 3,877
 10,669
 17,595
 132,622
Adjusted EBITDA $81,503
 $52,419
 $41,984
 $(1,424) $(68,081) $
 $106,401
               
Adjusted EBITDA margin 10.6% 27.3% 18.6% (0.7)%     7.7%
               
Rent expense $134,158
 $8,557
 $24,920
 $32,908
 $8,148
   $208,691
The following table presents reconciliation of adjusted EBITDA by region and adjusted EBITDA margin and rent expense by region for fiscal year 2017:
  Europe Caspian Africa Americas Asia Pacific Corporate and other Loss on disposal of assets Total
               
  (In thousands, except percentages)
Operating income (loss) $14,665
 $30,179
 $5,198
 $(20,870) $(104,544) $(14,499) $(89,871)
Depreciation and amortization expense 39,511
 16,664
 32,727
 19,091
 10,755
   118,748
Interest income 23
 417
 106
 136
 261
   943
Other income (expense), net (19,142) (147) 1,648
 (427) 14,530
   (3,538)
Special items and loss on disposal of assets 10,106
 4,440
 1,247
 (2,956) 18,440
 14,499
 45,776
Adjusted EBITDA $45,163
 $51,553
 $40,926
 $(5,026) $(60,558) $
 $72,058
               
Adjusted EBITDA margin 6.4% 25.8% 19.7% (2.3)%     5.4%
               
Rent expense $134,072
 $8,101
 $23,015
 $39,759
 $7,661
   $212,608
Fiscal Year 20182019 Compared to Fiscal Year 20172018
Operating revenue from external clientscustomers by line of service was as follows:
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2019 2018 
              
(In thousands, except percentages)(In thousands, except percentages)
Oil and gas services$947,462
 $956,649
 $(9,187) (1.0)%$877,938
 $936,475
 $(58,537) (6.3)%
U.K. SAR services222,965
 189,555
 33,410
 17.6 %232,722
 222,965
 9,757
 4.4 %
Fixed wing services209,719
 191,609
 18,110
 9.5 %195,412
 209,719
 (14,307) (6.8)%
Corporate and other4,278
 10,037
 (5,759) (57.4)%1,835
 4,278
 (2,443) (57.1)%
Total operating revenue$1,384,424
 $1,347,850
 $36,574
 2.7 %$1,307,907
 $1,373,437
 $(65,530) (4.8)%
We reported a net loss of $336.8 million and $194.7 million and a diluted loss per share of $9.42 and $5.52 for fiscal years 2019 and 2018, respectively. The year-over-year increase in net loss and diluted loss per share was primarily driven by a decrease in revenue, higher interest expense, lower benefit for income taxes, increased loss due to impairment and disposal of assets, lower

earnings from unconsolidated affiliates and increased other expense, partially offset by lower direct cost and general and administrative expense.
Revenue decreased 4.5%, or $64.3 million, year-over-year, primarily driven by a decrease in oil and gas services and fixed wing services. Our oil and gas services experienced declines in our Africa region, Asia Pacific region, U.K. operations within our Europe Caspian region and Canada operations within our Americas region. Our fixed wing services experienced declines at Eastern Airways and Airnorth. The decreases in oil and gas services and fixed wing services were partially offset by an increase in U.K. SAR services revenue primarily due to a one-time benefit of $7.6 million in OEM cost recoveries recognized in fiscal year 2019. See further discussion of operating revenue by region under “— Region Operating Results.” In addition to operational impacts, revenue was negatively affected by $17.2 million in fiscal year 2019 compared to fiscal year 2018 due to changes in foreign currency exchange rates. On May 10, 2019, we sold Eastern Airways. See further discussion of the sale under “— Recent Events.”
Interest expense, net, increased 42.8%, or $33.0 million, year-over-year primarily due to an increase in borrowings and an increase in amortization of debt discount, partially offset by an increase in interest income as a result of an increase in cash and cash invested at higher rates. Additionally, during fiscal year 2018, we wrote-off $3.0 million of deferred financing fees related to the early extinguishment of debt, which did not recur in fiscal year 2019.
Benefit for income taxes decreased $30.7 million year-over-year primarily due to valuation allowances on deferred tax assets in fiscal year 2019 compared to benefits related to the revaluation of net deferred tax liabilities to a lower tax rate as a result of the Tax Cuts and Jobs Act (the “Act”), partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act in fiscal year 2018. For further details on income tax expense, see “— Region Operating Results — Taxes” included elsewhere in this Annual Report.
Loss on impairment for fiscal year 2019 includes $87.5 million and $8.9 million impairment of H225 aircraft and inventory, respectively, and $20.8 million impairment of Eastern Airways assets, including $17.5 million, $3.0 million and $0.3 million for aircraft and equipment, intangible assets and inventory, respectively. Loss on impairment for fiscal year 2018 includes an $85.7 million impairment of our investment in Líder and $5.7 million of inventory impairments.
Loss on disposal of assets increased $10.2 million to a loss of $27.8 million for fiscal year 2019 from a loss of $17.6 million for fiscal year 2018. The loss on disposal of assets in fiscal year 2019 included $14.7 million of contract termination costs for an aircraft purchase contract that was terminated and aircraft options that were cancelled, $8.1 million for impairment of assets held for sale and a loss of $5.0 million from the sale or disposal of aircraft and other equipment. The loss on disposal of assets in fiscal year 2018 included impairment charges of $8.7 million related to assets held for sale, a loss of $1.7 million from the sale or disposal of aircraft and other equipment and a $7.2 million impairment and loss on disposal related to the Bristow Academy sale.
Earnings from unconsolidated affiliates, net of losses, decreased $14.4 million to earnings of $4.3 million for fiscal year 2019 from earnings of $18.7 million in fiscal year 2018. The decrease primarily resulted from losses from our investment in Líder of $2.1 million for fiscal year 2019 compared to earnings of $7.2 million in fiscal year 2018 primarily due to a decline in activity and an unfavorable impact of foreign currency exchange rates. Our earnings from Líder in fiscal years 2019 and 2018 were reduced by the unfavorable impact of foreign currency exchange rate changes of $4.2 million and $2.0 million, respectively. Also, our earnings from our investment in Cougar decreased $5.0 million from fiscal year 2019 to fiscal year 2018 due to a decline in activity.
Direct cost decreased 3.9%, or $43.5 million, year-over-year, primarily due to a $41.3 million reduction in salaries and benefits from lower headcount across all regions as a result of organizational restructuring efforts and a $15.5 million decrease in rent expense from the return of leased aircraft, partially offset by a $9.9 million increase in fuel primarily resulting from an increase in fuel prices and a $3.4 million increase in various other direct costs.
General and administrative expense decreased 1.6%, or $2.9 million, year-over-year, primarily due to a $25.0 million decrease in compensation expense (primarily due to decreases of $14.8 million in short-term and long-term incentive compensation costs and $7.6 million and $2.6 million in severance costs and salaries and benefits, respectively, due to a reduction in headcount across all regions from organizational restructuring efforts) and an $11.0 million decrease in information technology, travel, training and various other expenses. These decreases were mostly offset by a $13.1 million increase in professional fees incurred in fiscal year 2019 for the Columbia transaction and related financing transactions and a $20.0 million termination fee paid in February 2019.
Other expense, net increased $5.9 million primarily due to higher foreign currency transaction losses in fiscal year 2019 and an increase in pension related costs in fiscal year 2019. For further details on other income (expense), net, see “— Region Operating Results — Other Income (Expense), Net” included elsewhere in this Annual Report.
Fiscal year 2019 results benefited from the realization of $18.9 million of OEM cost recoveries realized as a one-time benefit of $7.6 million in U.K. SAR operating revenue, a $7.9 million reduction in rent expense (included in direct cost) and a $3.4 million reduction in direct cost. Fiscal year 2018 benefited from a reduction in rent expense of $16.6 million included in direct costs related

to OEM cost recoveries. For further details, see Note 4 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
The net loss for fiscal year 2019 was significantly impacted by the following special items:
Loss on impairment totaling $117.2 million ($101.1 million net of tax), or $2.83 per share, including:
$87.5 million and $8.9 million impairment of H225 aircraft and inventory, respectively, and
$20.8 million impairment of Eastern Airways assets, including $17.5 million, $3.0 million and $0.3 million for aircraft and equipment, intangible assets and inventory, respectively,
Non-cash tax expense of $62.7 million, or $1.75 per share, including $51.0 million from valuation allowances on deferred tax assets and $11.6 million from the Act,
Transaction costs of $32.8 million ($25.9 million net of tax), or $0.72 per share, included in general and administrative expense, resulting from the Columbia transaction and related financing transactions, including a $20.0 million termination fee paid in February 2019,
Organizational restructuring costs of $11.9 million ($11.0 million net of tax), or $0.31 per share, included in direct cost and general and administrative expense, resulting from separation programs across our global organization designed to increase efficiency and reduce costs, and
CEO retirement costs of $1.0 million ($0.8 million net of tax), or $0.02 per share, included in general and administrative expense.
Excluding the special items described above and the loss on disposal of assets, adjusted net loss and adjusted diluted loss per share were $113.0 million and $3.16, respectively, for fiscal year 2019. These adjusted results compare to adjusted net loss and adjusted diluted loss per share of $74.0 million and $2.10, respectively, for fiscal year 2018. Adjusted EBITDA decreased to $92.8 million in fiscal year 2019 from $106.4 million in fiscal year 2018.
The year-over-year change in adjusted EBITDA was primarily driven by the decline in oil and gas revenue and lower earnings from unconsolidated affiliates in fiscal year 2019, partially offset by a decrease in direct costs and general and administrative expense. The year-over-year change in adjusted net loss and adjusted diluted loss per share was impacted by the same items that impacted adjusted EBITDA as well as higher interest expense, partially offset by a more favorable adjusted effective tax rate in fiscal year 2019.
The table below presents the year-over-year impact of changes in foreign currency exchange rates.
 Fiscal Years Ended March 31, Favorable (Unfavorable)
 2019 2018 
      
 (in thousands, except per share amounts)
Revenue impact    $(17,233)
Operating expense impact    22,847
Year-over-year income statement translation    5,614
      
Transaction losses included in other income (expense), net$(5,163) $(2,580) (2,583)
Líder foreign exchange impact included in earnings from unconsolidated affiliates(4,163) (1,956) (2,207)
Total$(9,326) $(4,536) (4,790)
      
Pre-tax income statement impact    824
Less: Foreign exchange impact on depreciation and amortization and interest expense    146
Adjusted EBITDA impact    $970
      
Net income impact (tax affected)    $1,134
Earnings per share impact    $0.03

As discussed above, our results for fiscal year 2019 were impacted by a number of special items. In fiscal year 2018, special items that impacted our results included organizational restructuring costs, loss on impairment (investment in unconsolidated affiliates and inventory), early extinguishment of debt and tax items. For further details on the special items impacting fiscal year 2018, see “— Fiscal Year 2018 Compared to Fiscal Year 2017” below. The items noted in fiscal years 2019 and 2018 have been identified as special items as they are not considered by management to be part of ongoing operations when assessing and measuring the operational and financial performance of the Company. The impact of these items on adjusted EBITDA, adjusted net loss and adjusted diluted loss per share is as follows:
 
Fiscal Year Ended
March 31, 2019
 Adjusted
EBITDA
 
Adjusted
Net Loss
 
Adjusted
Diluted Loss
Per Share
      
 (In thousands, except per share amounts)
Loss on impairment$117,220
 $101,105
 $2.83
Transaction cost32,800
 25,912
 0.72
Organizational restructuring costs11,897
 10,984
 0.31
CEO retirement cost977
 772
 0.02
Tax items
 62,667
 1.75
Total special items$162,894
 $201,440
 5.64
      
 
Fiscal Year Ended
March 31, 2018
 Adjusted
EBITDA
 
Adjusted
Net Loss
 
Adjusted
Diluted Loss
Per Share
      
 (In thousands, except per share amounts)
Loss on impairment$91,400
 $63,222
 $1.79
Organizational restructuring costs23,627
 17,633
 0.50
Early extinguishment of debt
 2,123
 0.06
Tax items
 (22,865) (0.65)
Total special items$115,027
 $60,113
 1.70

Fiscal Year 2018 Compared to Fiscal Year 2017
Operating revenue from external customers by line of service was as follows:
 
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
 2018 2017 
        
 (In thousands, except percentages)
Oil and gas services$936,475
 $944,229
 $(7,754) (0.8)%
U.K. SAR services222,965
 189,555
 33,410
 17.6 %
Fixed wing services209,719
 191,609
 18,110
 9.5 %
Corporate and other4,278
 10,037
 (5,759) (57.4)%
Total operating revenue$1,373,437
 $1,335,430
 $38,007
 2.8 %
We reported a net loss of $194.7 million and $169.6 million and a diluted loss per share of $5.52 and $4.84 for fiscal years 2018 and 2017, respectively. The year-over-year increase in net loss and diluted loss per share was primarily driven by a higher loss on impairment, a decline in oil and gas services revenue and higher interest expense. These unfavorable changes were partially offset by higher revenue from U.K. SAR and fixed wing services in fiscal year 2018 discussed below, a tax benefit in fiscal year 2018 compared to tax expense in fiscal year 2017 and a decrease in general and administrative expense.
Revenue increased 3.3%, or $45.9 million, year-over-year, primarily driven by the increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018 and the increase in operating revenue from our fixed wing services in our Europe Caspian, Asia Pacific and Africa regions. These increases were partially offset by a decrease in our oil and gas services driven by declines in our Africa and Asia Pacific regions, partially offset by increases in oil and gas services in our Americas and Europe Caspian regions. See further discussion of operating revenue by region under “— Region Operating Results.” In addition to operational impacts, changes in foreign currency exchange rates during fiscal year 2018 resulted in $14.1$14.2 million of the increase year-over-year in gross revenue.
We reported aInterest expense, net, loss of $195.7increased 54.4%, or $27.1 million, and $170.5 million and a diluted loss per share of $5.54 and $4.87 for fiscal years 2018 and 2017, respectively. The year-over-year, primarily due to an increase in net loss and diluted loss per share was primarily driven by ainterest expense resulting from an increase in borrowings at higher loss on impairment, the decline in oil and gas services revenue and higher interest expense. These unfavorable changes were partially offset by the higher revenue from U.K. SAR and fixed wing services in fiscal year 2018 discussed above, a tax benefit in fiscal year 2018 compared to tax expense in fiscal year 2017borrowing rates and a decrease in general and administrative expense.
The net loss forcapitalized interest resulting from lower average construction in progress. Additionally, during fiscal year 2018, was significantly impacted by the following items:
Loss on impairment totaling $91.4 million, including:
Impairment of investment in unconsolidated affiliates of $85.7 million ($58.7 million net of tax) related to impairment of our investment in Líder in Brazil, and
Impairment of inventories of $5.7 million ($4.6 million net of tax);

Organizational restructuring costs of $23.6 million ($17.6 million net of tax), which includes severance expense of $22.3 million related to separation programs across our global organization designed to increase efficiency and reduce costs and other restructuring costs of $1.3 million; $11.6 million of restructuring costs are included in direct costs and $12.0 million are included in general and administrative expense; and
Early extinguishment of debt of $3.1 million ($2.1 million net of tax) included in interest expense, which includeswe wrote-off $3.0 million related to write-off of deferred financing fees and $0.1 million related to write-off of discount on debt; partially offset by
A non-cash benefit of $22.9 million from tax items, including a $53.0 million benefit related to the early extinguishment of debt.
Benefit (provision) for income taxes increased $63.5 million year-over-year, primarily due to revaluation of net deferred tax liabilities to a lower tax rate as a result of the Act and net reversal of valuation allowances on deferred tax assets of $2.6 million,assets. These benefits were partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act of $30.3 million and a one-time non-cash tax expense of $2.4 million fromdue to the repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions.
Additionally, we had a loss For further details on disposal of assets of $17.6 million ($60.5 million net ofincome tax including an additional $40.1 millionexpense, see “— Region Operating Results — Taxes” included elsewhere in tax resulting from the repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions) during fiscal year 2018 primarily related to $15.9 million for impairment charges on assets held for sale (including a $7.2 million impairment and loss on disposal related to the Bristow Academy sale).
Excluding the special items described above and the loss on disposal of assets, adjusted net loss and adjusted diluted loss per share were $75.0 million and $2.13, respectively, for fiscal year 2018. These adjusted results compare to adjusted net loss and adjusted diluted loss per share of $74.5 million and $2.13, respectively, for fiscal year 2017. Adjusted EBITDA increased to $105.4 million in fiscal year 2018 from $71.1 million in fiscal year 2017.
The year-over-year increase in adjusted EBITDA was primarily driven by higher revenue from U.K. SAR and fixed wing services in fiscal year 2018 discussed above and a decrease in general and administrative expense primarily from lower salaries and benefits in fiscal year 2018. These favorable changes were partially offset by the decline in oil and gas revenue discussed above. Adjusted net loss and diluted earnings per share were impacted by the same items that impacted adjusted EBITDA, as well as increased tax benefit offset by higher interest expense. Results for fiscal year 2018 were also positively impacted by a reduction in rent expense of $16.6 million included in direct costs related to OEM cost recoveries.
The table below presents the year-over-year impact of changes in foreign currency exchange rates.
 Fiscal Years Ended March 31, Favorable (Unfavorable)
 2018 2017 
      
 (in thousands, except per share amounts)
Revenue impact    $14,150
Operating expense impact    (16,178)
Year-over-year income statement translation    (2,028)
      
Transaction losses included in other income (expense), net$(2,580) $(2,948) 368
Líder foreign exchange impact included in earnings from unconsolidated affiliates(1,956) (3,193) 1,237
Total$(4,536) $(6,141) 1,605
      
Pre-tax income statement impact    (423)
Less: Foreign exchange impact on depreciation and amortization and interest expense    1,282
Adjusted EBITDA impact    $859
      
Net income impact (tax affected)    $2,993
Earnings per share impact    $0.08
Direct costs increased 1.7%, or $19.2 million, year-over-year primarily due to a $21.4 increase in maintenance expense and a $13.7 million increase in fuel, both of which are primarily due to an increase in activity, partially offset by a $6.1 million decrease in freight costs due to higher shipping costs incurred during fiscal year 2017 in our Africa region to move aircraft back to the U.S. to be sold, a $5.7 million decrease in rent expense primarily due to OEM credits and $4.1 million decrease in various other costs.
Reimbursable expense increased 18.0%, or $9.0 million, primarily due to new contracts in Australia and Norway.

Depreciation and amortization increased 4.5%, or $5.3 million, to $124.0 million for fiscal year 2018 from $118.7 million for fiscal year 2017. This increase in depreciation and amortization expense is primarily due to additional new aircraft and information technology costs being capitalized and depreciated in fiscal year 2018, partially offset by a $2.8 million reduction in depreciation expense related to OEM cost recoveries. Additionally, we recorded accelerated depreciation of $10.4 million in fiscal year 2017 as a result of fleet changes for older aircraft.
General and administrative expense decreased 5.3%, or $10.4 million, in fiscal year 2018, as compared to fiscal year 2017 primarily due to a $7.2 million decrease in compensation expense from lower salaries and benefits due to a reduction in corporate headcount and a $5.3 million decrease in professional fees, partially offset by a $2.1 million increase in various other costs primarily including rent expense.this Annual Report.
Loss on impairment for fiscal year 2018 includes the items discussed above. Loss on impairment for fiscal year 2017 includes $8.7 million of goodwill impairment related to Eastern Airways and $7.6 million of inventory impairments.
Loss on disposal of assets increased $3.1 million to a loss of $17.6 million for fiscal year 2018 from a loss of $14.5 million for fiscal year 2017. The loss on disposal of assets in fiscal year 2018 included impairment charges of $8.7 million related to assets held for sale, a loss of $1.7 million from the sale or disposal of aircraft and other equipment and a $7.2 million impairment and loss on disposal related to the Bristow Academy sale. During fiscal year 2017, the loss on disposal of assets included impairment charges of $12.5 million related to assets held for sale and a loss of $2.0 million from the sale or disposal of aircraft and other equipment.
Earnings from unconsolidated affiliates, net of losses, decreased $0.2$1.6 million to earnings of $6.7$18.7 million for fiscal year 2018 from earnings of $6.9$20.3 million in fiscal year 2017. The decrease primarily resulted from reduced earnings from our investmentinvestments in Cougar of $1.5 million (primarily due to a decline in activity), and Líder in Brazil of $7.2$0.9 million for fiscal year 2018 compared to $8.1 million in fiscal year 2017 primarily(primarily due to a decline in activity, partially offset by less of an unfavorable impact of foreign currency exchange rates.rates), partially offset by higher dividend received from our investment in Petroleum Air Services of $0.5 million. Our earnings from Líder in fiscal years 2018 and 2017 were reduced by the unfavorable impact of foreign currency exchange rate changes of $2.0 million and $3.2 million, respectively.
Interest expense, net,Direct costs increased 54.4%1.8%, or $27.1$20.2 million, year-over-year, primarily due to a $21.4 increase in maintenance expense and a $13.7 million increase in fuel, both of which are primarily due to an increase in interest expense resulting from an increase in borrowings at higher borrowing rates andactivity, partially offset by a $6.1 million decrease in capitalized interest resulting from lower average construction in progress. Additionally,freight costs due to higher shipping costs incurred during fiscal year 2017 in our Africa region to move aircraft back to the U.S. to be sold, a $5.7 million decrease in rent expense primarily due to OEM credits and $3.1 million decrease in various other costs.

Reimbursable expense increased 18.0%, or $9.0 million, primarily due to new contracts in Australia and Norway.
Depreciation and amortization increased 4.5%, or $5.3 million, to $124.0 million for fiscal year 2018 we wrote-off $3.0from $118.7 million of deferred financing feesfor fiscal year 2017. This increase in depreciation and amortization expense is primarily due to additional new aircraft and information technology costs being capitalized and depreciated in fiscal year 2018, partially offset by a $2.8 million reduction in depreciation expense related to the early extinguishmentOEM cost recoveries. Additionally, we recorded accelerated depreciation of debt.$10.4 million in fiscal year 2017 as a result of fleet changes for older aircraft.
General and administrative expense decreased 5.3%, or $10.4 million, year-over-year, primarily due to a $7.2 million decrease in compensation expense from lower salaries and benefits due to a reduction in corporate headcount and a $5.3 million decrease in professional fees, partially offset by a $2.1 million increase in various other costs primarily including rent expense.
Other income (expense),expense, net increased $0.4decreased $0.6 million to other expense of $3.1$3.0 million for fiscal year 2018 compared to other expense of $2.6$3.5 million for fiscal year 2017 primarily due to higher foreign currency transaction losseslower pension related costs in fiscal year 2018 compared to fiscal year 2017. For further details on other income (expense), net, see “— Region Operating Results — Other Income (Expense), Net” included elsewhere in this Annual Report.
For further detailsThe net loss for fiscal year 2018 was significantly impacted by the following items:
Loss on incomeimpairment totaling $91.4 million, including:
Impairment of investment in unconsolidated affiliates of $85.7 million ($58.7 million net of tax) related to impairment of our investment in Líder, and
Impairment of inventories of $5.7 million ($4.6 million net of tax);
Organizational restructuring costs of $23.6 million ($17.6 million net of tax), which includes severance expense of $22.3 million related to separation programs across our global organization designed to increase efficiency and reduce costs and other restructuring costs of $1.3 million; $11.6 million of restructuring costs are included in direct costs and $12.0 million are included in general and administrative expense; and
Early extinguishment of debt of $3.1 million ($2.1 million net of tax) included in interest expense, which includes $3.0 million related to write-off of deferred financing fees and $0.1 million related to write-off of discount on debt; partially offset by
A non-cash benefit of $22.9 million from tax items, including a $53.0 million benefit related to the revaluation of net deferred tax liabilities to a lower tax rate as a result of the Act and net reversal of valuation allowances on deferred tax assets of $2.6 million, partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act of $30.3 million and a one-time non-cash tax expense see “— Region Operatingof $2.4 million from repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions.
Excluding the special items described above and the loss on disposal of assets, adjusted net loss and adjusted diluted loss per share were $74.0 million and $2.10, respectively, for fiscal year 2018. These adjusted results compare to adjusted net loss and adjusted diluted loss per share of $73.6 million and $2.10, respectively, for fiscal year 2017. Adjusted EBITDA increased to $106.4 million in fiscal year 2018 from $72.1 million in fiscal year 2017.
The year-over-year increase in adjusted EBITDA was primarily driven by higher revenue from U.K. SAR and fixed wing services in fiscal year 2018 and a decrease in general and administrative expense primarily from lower salaries and benefits in fiscal year 2018, partially offset by the decline in oil and gas revenue. Adjusted net loss and diluted earnings per share were impacted by the same items that impacted adjusted EBITDA, as well as increased tax benefit offset by higher interest expense. Results — Taxes”for fiscal year 2018 were also positively impacted by a reduction in rent expense of $16.6 million included elsewhere in this Annual Report.direct costs related to OEM cost recoveries.

The table below presents the year-over-year impact of changes in foreign currency exchange rates.
 Fiscal years ended March 31, Favorable (Unfavorable)
 2018 2017 
      
 (in thousands, except per share amounts)
Revenue impact    $14,150
Operating expense impact    (16,178)
Year-over-year income statement translation    (2,028)
      
Transaction gains (losses) included in other income (expense), net$(2,580) $(2,948) 368
Líder foreign exchange impact included in earnings from unconsolidated affiliates(1,956) (3,193) 1,237
Total$(4,536) $(6,141) 1,605
      
Pre-tax income statement impact    (423)
Less: Foreign exchange impact on depreciation and amortization and interest expense    1,282
Adjusted EBITDA impact    $859
      
Net income impact (tax affected)    $2,993
Earnings per share impact    $0.08
As discussed above, our results for fiscal year 2018 were impacted by a number of special items. In fiscal year 2017,, special items that impacted our results included organizational restructuring costs, loss on impairment (goodwill and inventories), additional depreciation expense resulting from fleet changes, the reversal of Airnorth contingent consideration and tax items. For further details on the special items impacting fiscal year 2017, see “— Fiscal Year 2017 Compared to Fiscal Year 2016” below. The items noted in fiscal years 2018 and 2017 have been identified as special items as they are not considered by management to be part of ongoing operations when assessing and measuring the operational and financial performance of the Company. The impact of these items on adjusted EBITDA, adjusted net loss and adjusted diluted loss per share is as follows:
 
Fiscal Year Ended
March 31, 2018
 Adjusted
EBITDA
 
Adjusted
Net Loss
 
Adjusted
Diluted Loss
Per Share
      
 (In thousands, except per share amounts)
Loss on impairment$91,400
 $63,222
 $1.79
Organizational restructuring costs23,627
 17,633
 0.50
Early extinguishment of debt
 2,123
 0.06
Tax items
 (22,865) (0.65)
Total special items$115,027
 $60,113
 1.70
      
 
Fiscal Year Ended
March 31, 2017
 Adjusted
EBITDA
 
Adjusted
Net Loss
 
Adjusted
Diluted Loss
Per Share
      
 (In thousands, except per share amounts)
Organizational restructuring costs$20,897
 $14,998
 $0.43
Loss on impairment16,278
 12,566
 0.35
Additional depreciation expense resulting from fleet changes
 6,843
 0.19
Reversal of Airnorth contingent consideration(5,898) (5,898) (0.17)
Tax items
 59,479
 1.70
Total special items$31,277
 $87,988
 2.51
Fiscal Year 2017 Compared to Fiscal Year 2016
As discussed under “— Market Outlook” above, the oil and gas industry experienced a significant downturn beginning in fiscal year 2015 that resulted in a significant decrease in gross revenue for our oil and gas and fixed wing services in fiscal year 2017 compared to fiscal year 2016. This decline in revenue was partially offset by the start-up of the U.K. SAR contract in April 2015 with seven bases coming online in fiscal year 2016 and an eighth base coming online in fiscal year 2017.
Operating revenue from external clients by line of service was as follows:
 
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
 2017 2016 
        
 (In thousands, except percentages)
Oil and gas services$956,649
 $1,222,501
 $(265,852) (21.7)%
Fixed wing services191,609
 208,538
 (16,929) (8.1)%
U.K. SAR services189,555
 177,230
 12,325
 7.0 %
Corporate and other10,037
 21,278
 (11,241) (52.8)%
Total operating revenue$1,347,850
 $1,629,547
 $(281,697) (17.3)%
In addition to operational decreases, changes in foreign currency exchange rates during fiscal year 2017 resulted in $80.3 million of the decrease year-over-year.
We reported a net loss of $170.5 million and $72.4 million and diluted loss per share of $4.87 and $2.12 for fiscal years 2017 and 2016, respectively. The year-over-year increase in net loss and diluted loss per share primarily resulted from the decline in oil and gas revenue discussed above, higher interest expense as a result of additional borrowings and increased income tax charges, partially offset by a lower loss on impairment, a lower loss from disposal of assets, lower depreciation and amortization expense due to less accelerated depreciation and less of an unfavorable impact from changes in foreign currency exchange rates.

The net loss for fiscal year 2017 was significantly impacted by the following items:
Organizational restructuring costs of $20.9 million ($15.0 million net of tax), which includes severance expense of $16.9 million related to separation programs across our global organization designed to increase efficiency and reduce costs and other restructuring costs of $4.0 million; $7.6 million of the restructuring costs are included in direct costs and $13.3 million are included in general and administrative expense,
Loss on disposal of assets of $14.5 million ($8.0 million net of tax) and on inventory of $7.6 million ($5.4 million net of tax) included in loss on impairment,
Reversal of $5.9 million ($5.9 million net of tax) of contingent consideration related to the Airnorth acquisition, and
Tax items of $59.5 million that include a one-time non-cash tax effect from repositioning of certain aircraft from one tax jurisdiction to another related to financing transactions resulting in additional income tax expense of $22.5 million and non-cash adjustments related to the valuation of deferred tax assets of $37.0 million.
Excluding these items, adjusted net loss and adjusted diluted loss per share were $74.5 million and $2.13, respectively, for fiscal year 2017. These adjusted results compare to adjusted net income and adjusted diluted earnings per share of $51.3 million and $1.45, respectively, for fiscal year 2016. Adjusted EBITDA, which excludes these items with the exception of accelerated depreciation and the tax items, also decreased year-over-year to $71.1 million in fiscal year 2017 from $205.5 million in fiscal year 2016. The year-over-year decrease in each of these measures primarily resulted from the decline in oil and gas revenue across all regions discussed above partially offset by less of an unfavorable impact from changes in foreign currency exchange rates year-over-year. See further discussion of operating results by region under “—Region Operating Results —Fiscal Year 2017 Compared to Fiscal Year 2016” included elsewhere in this Annual Report.
The table below presents the year-over-year impact of changes in foreign currency exchange rates.
 Fiscal years ended March 31, Favorable (Unfavorable)
 2017 2016 
      
 (in thousands, except per share amounts)
Revenue impact    $(80,251)
Operating expense impact    71,994
Year-over-year income statement translation    (8,257)
      
Transaction gains (losses) included in other income (expense), net$(2,948) $(4,340) 1,392
Líder foreign exchange impact included in earnings from unconsolidated affiliates(3,193) (22,447) 19,254
Total$(6,141) $(26,787) 20,646
      
Pre-tax income statement impact    12,389
Less: Foreign exchange impact on depreciation and amortization and interest expense    (821)
Adjusted EBITDA impact    $11,568
      
Net income impact (tax affected)    $7,346
Earnings per share impact    $0.21
The most significant impacts were from larger losses in fiscal year 2016 from the revaluation of balance sheet assets and liabilities into the functional currencies of legal entities through which we operate globally presented as transaction losses within other income (expense), net, and a larger impact in fiscal year 2016 on our earnings from unconsolidated affiliates as results related to Líder were impacted by a 8.4% devaluation of the Brazilian real versus the U.S. dollar in fiscal year 2016. This favorable year-over-year change was partially offset by the unfavorable income statement translation impact from the depreciating British pound sterling due to Brexit on the translation of our results in our Europe Caspian region, partially offset by a favorable impact on our results of the devalued naira in our Africa region.

Direct costs decreased 10.1%, or $123.6 million, year-over-year primarily due to the benefit of organizational restructuring efforts reflected in a $63.4 million decrease in salaries and benefits resulting from lower headcount across all regions, a $7.0 million decrease in insurance expense, an $8.6 million decrease in inventory consignment fees and a $5.8 million decrease in training, travel and meals expense. Also, during fiscal year 2017, we determined the contingent consideration related to the Airnorth acquisition accrued in the purchase price was no longer probable of being paid out and we reversed $5.9 million of an accrued liability to direct costs. Additionally, bad debt expense decreased by $5.8 million primarily related to bad debt expense recorded in fiscal year 2016 related to two clients in our Africa region and a client in our Asia Pacific region.
Reimbursable expense decreased 38.5%, or $31.5 million, primarily due to a decline in activity and a contract amendment in our Europe Caspian region.
Depreciation and amortization decreased 13.2%, or $18.1 million, to $118.7 million for fiscal year 2017 from $136.8 million for fiscal year 2016. This decrease in depreciation and amortization expense is primarily due to a decrease in accelerated depreciation of $18.3 million as a result of fleet changes for older aircraft in fiscal year 2016, partially offset by an increase in depreciation expense due to additional aircraft and information technology costs being capitalized and depreciated in fiscal year 2017.
General and administrative expense decreased 13.0%, or $29.3 million, primarily due to a decrease of $8.8 million in salaries and benefits, a decrease of $6.3 million in professional fees and a decrease of $14.2 million in other general and administrative expenses, including information technology expenses, training, travel, recruitment and various other expenses from cost reduction initiatives. The reduction in salaries and benefits is primarily due to lower salaries and benefits of $13.8 million due to lower headcount in fiscal year 2017 from cost reduction initiatives, partially offset by higher management bonuses of $5.0 million in fiscal year 2017 due to no management bonuses being awarded in fiscal year 2016.
Loss on impairment for fiscal year 2017 included $8.7 million of goodwill impairment related to Eastern Airways and $7.6 million of inventory impairments. Loss on impairment for fiscal year 2016 included $41.6 million of goodwill impairment related to the Bristow Norway reporting unit and Eastern Airways within our Europe Caspian region ($25.2 million), Bristow Academy reporting unit within Corporate and other ($10.2 million) and the Africa reporting unit ($6.2 million), $8.1 million impairment of intangible assets of Eastern Airways and $5.4 million of inventory impairments.
Loss on disposal of assets decreased $16.2 million to a loss of $14.5 million for fiscal year 2017 from a loss of $30.7 million for fiscal year 2016. The loss on disposal of assets in fiscal year 2017 included impairment charges of $12.5 million related to 14 held for sale aircraft and a loss of $2.0 million from the sale of 14 aircraft and other equipment. During fiscal year 2016, the loss on disposal of assets included impairment charges of $29.6 million related to 16 held for sale aircraft and a loss of $1.1 million from the sale of 35 aircraft and other equipment.
Earnings from unconsolidated affiliates, net of losses, increased $6.7 million to earnings of $6.9 million for fiscal year 2017 from earnings of $0.3 million in fiscal year 2016. The increase primarily resulted from earnings from our investment in Líder in Brazil of $8.1 million for fiscal year 2017 compared to $0.1 million in losses in fiscal year 2016 primarily due to less of an unfavorable impact of foreign currency exchange rates, partially offset by a decline in activity. Our earnings from Líder in fiscal years 2017 and 2016 were reduced by the unfavorable impact of foreign currency exchange rate changes of $3.2 million and $22.4 million, respectively.
Interest expense, net, increased 46.3%, or $15.8 million, year-over-year primarily due to an increase in interest expense resulting from an increase in borrowings and an increase in amortization of debt fees.
Other income (expense), net decreased $1.6 million to other expense of $2.6 million for the fiscal year 2017 compared to other expense of $4.3 million for the fiscal year 2016 primarily due to lower foreign currency transaction losses in fiscal year 2017 compared to fiscal year 2016. For further details on other income (expense), net, see “— Region Operating Results — Other Income (Expense), Net” included elsewhere in this Annual Report.
For further details on income tax expense, see “— Region Operating Results — Taxes” included elsewhere in this Annual Report.

As discussed above, our results for fiscal year 2017 were impacted by a number of special items. In fiscal year 2016, special items that impacted our results included organizational restructuring costs, additional depreciation expense resulting from fleet changes, loss on impairment (including impairments of inventories, goodwill and intangible assets), tax items and accretion of redeemable noncontrolling interests. The items noted in fiscal years 2017 and 2016 have been identified as special items as they are not considered by management to be part of ongoing operations when assessing and measuring the operational and financial performance of the Company. The impact of these items on adjusted EBITDA, adjusted net income and adjusted diluted earnings per share is as follows:
Fiscal Year Ended
March 31, 2016
Fiscal Year Ended
March 31, 2017
Adjusted
EBITDA
 
Adjusted
Net Income
 
Adjusted
Diluted  Earnings
Per Share
Adjusted
EBITDA
 
Adjusted
Net Income
 
Adjusted
Diluted Loss
Per Share
          
(In thousands, except per share amounts)(In thousands, except per share amounts)
Organizational restructuring costs$26,959
 $19,094
 0.54
$20,897
 $14,998
 $0.43
Additional depreciation expense resulting from fleet changes
 20,577
 0.58

 6,843
 0.19
Loss on impairment55,104
 41,983
 1.19
16,278
 12,566
 0.35
Reversal of Airnorth contingent consideration(5,898) (5,898) (0.17)
Tax items
 20,068
 0.57

 59,479
 1.70
Accretion of redeemable noncontrolling interests
 
 0.04
Total special items$82,063
 $101,722
 2.92
$31,277
 $87,988
 2.51

Region Operating Results
The following tables set forth certain operating information for the regions comprising our industrial aviation services segment. Intercompany lease revenue and expense are eliminated from our segment reporting, and depreciation expense of aircraft is presented in the region that operates the aircraft.
Set forth below is a discussion of operations of our regions. Our consolidated results are discussed under “— Overview of Operating Results” above.
Europe Caspian
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Operating revenue$765,412
 $710,581
 $809,914
 $54,831
 7.7 % $(99,333) (12.3)%$764,496
 $765,412
 $710,581
 $(916) (0.1)% $54,831
 7.7 %
Earnings from unconsolidated affiliates, net of losses$191
 $273
 $310
 $(82) (30.0)% $(37) (11.9)%$161
 $191
 $273
 $(30) (15.7)% $(82) (30.0)%
Operating income$22,774
 $13,840
 $50,406
 $8,934
 64.6 % $(36,566) (72.5)%$12,874
 $22,624
 $14,665
 $(9,750) (43.1)% $7,959
 54.3 %
Operating margin3.0% 1.9% 6.2% 1.1% 57.9 % (4.3)% (69.4)%1.7% 3.0% 2.1% (1.3)% (43.3)% 0.9% 42.9 %
Adjusted EBITDA$81,503
 $45,163
 $123,952
 $36,340
 80.5 % $(78,789) (63.6)%$74,924
 $81,503
 $45,163
 $(6,579) (8.1)% $36,340
 80.5 %
Adjusted EBITDA margin10.6% 6.4% 15.3% 4.2% 65.6 % (8.9)% (58.2)%9.8% 10.6% 6.4% (0.8)% (7.5)% 4.2% 65.6 %
Rent expense$134,158
 $134,072
 $136,377
 $(86) (0.1)% $2,305
 1.7 %$122,282
 $134,158
 $134,072
 $11,876
 8.9 % $(86) (0.1)%
Loss on impairment$4,525
 $8,706
 $33,263
 $4,181
 48.0 % $24,557
 73.8 %$20,801
 $4,525
 $8,706
 $(16,276) *
 $4,181
 48.0 %
_______________ 
* percentage change too large to be meaningful or not applicable
The Europe Caspian region comprises all of our operations and affiliates in Europe, including oil and gas operations in the U.K. and Norway, Eastern Airways fixed wing operations and public sector SAR operations in the U.K. and our operations in Turkmenistan.
Fiscal Year 2019 Compared to Fiscal Year 2018
Operating revenue decreased year-over-year primarily due to an increase of $9.8 million from U.K. SAR, including a one-time $7.6 million benefit from OEM cost recoveries and $9.6 million in Norway as a result of increased activity, mostly offset by an $13.0 million decrease in U.K. oil and gas as a result of decreased activity and a $9.3 million decrease from Eastern Airways as a result of decreased activity. Eastern Airways contributed $109.2 million and $118.5 million in operating revenue for fiscal years 2019 and 2018, respectively. A substantial portion of our revenue in the Europe Caspian region is contracted in the British pound sterling, which depreciated against the U.S. dollar in fiscal year 2019. As a result, included within the amounts of operational impacts described above, revenue was negatively impacted by $8.0 million in fiscal year 2019 compared to fiscal year 2018.
In addition to the $7.6 million of OEM cost recoveries discussed above, fiscal year 2019 benefited from OEM cost recoveries related to ongoing aircraft issues that resulted in a $4.9 million reduction in rent expense (included in direct cost) and a $3.4 million reduction in direct cost. Fiscal year 2018 benefited from OEM cost recoveries that resulted in a $9.9 million reduction in rent expense (included in direct cost).
We recorded foreign currency exchange losses of $7.2 million in fiscal year 2019 and foreign currency exchange gains of $4.3 million in fiscal year 2018 from the revaluation of assets and liabilities on British pound sterling functional currency entities as of March 31, 2019 and 2018, respectively, which is recorded in other income (expense), net and included in adjusted EBITDA. Net of translation and revaluation impacts, adjusted EBITDA was negatively impacted by $11.8 million and positively impacted by $9.2 million resulting from the changes in foreign currency exchange rates during fiscal years 2019 and 2018, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign currency exchange volatility in future periods.
During fiscal year 2019, we recorded $20.8 million for impairment of Eastern Airways assets, including $17.5 million, $3.0 million and $0.3 million for aircraft and equipment, intangible assets and inventory, respectively. During fiscal year 2018, we recorded inventory impairment charges of $4.5 million at Eastern Airways. These charges were recorded as a direct reduction in the value of spare parts inventory to record them at net realizable value. The impairments recorded in fiscal years 2019 and 2018 are included in operating income but were adjusted for in our calculation of adjusted EBITDA. For further details, see Notes 1

and 4 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report. Also, we recorded severance expense related to organizational restructuring efforts of $1.3 million and $1.9 million for fiscal years 2019 and 2018, respectively, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
The decrease in operating income and operating margin from fiscal year 2018 was primarily due to the increase in impairments of Eastern Airways assets discussed above, partially offset by the increase in revenue discussed above and the larger benefit from OEM cost recoveries in fiscal year 2019. Adjusted EBITDA and adjusted EBITDA margin decreased in fiscal year 2019 primarily due to the unfavorable year-over-year impacts from changes in foreign currency exchange rates and decrease in operating revenue, partially offset by the larger benefit from OEM cost recoveries in fiscal year 2019. Eastern Airways contributed a negative $17.3 million and negative $6.9 million in adjusted EBITDA for fiscal years 2018 and 2017, respectively.
On May 10, 2019, we sold Eastern Airways. For further details, see “— Recent Events” above.
Fiscal Year 2018 Compared to Fiscal Year 2017
The increase in operatingOperating revenue in fiscal year 2018increased $54.8 million year-over-year, primarily resulted from an increase in Norway of $35.6 million primarily due to an increase in activity and short-term contracts, an increase of $33.4 million from the start-up of U.K. SAR bases, a favorable year-over-year impact of changes in foreign currency exchange rates of $11.4 million and an increase in fixed wing revenue of $8.1 million. Partially offsetting these increases was a decrease in U.K. oil and gas revenue of $33.8 million resulting from the continued impact of the industry downturn on drilling activity. Eastern Airways contributed $118.5 million and $110.4 million in operating revenue for fiscal years 2018 and 2017, respectively.
During fiscal year 2018, we recorded a reduction to rent expense of $9.9 million in our Europe Caspian region related to OEM cost recoveries. This item is included in operating income and adjusted EBITDA in fiscal year 2018. During fiscal year 2018, we recorded inventory impairment charges of $4.5 million for our fixed wing operations at Eastern Airways as a result of changes in expected future utilization of aircraft within those operations. These charges were recorded as a direct reduction in the value of spare parts inventory to record them at net realizable value. Additionally, during fiscal year 2017, we recorded an impairment charge of $8.7 million for the remaining goodwill related to Eastern Airways. Both the inventory and goodwill impairments are included in operating income but were adjusted for in our calculation of adjusted EBITDA. For further details, see NotesNote 1 and 3 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report. Also, we recorded severance expense related to organizational restructuring efforts of $1.9 million and $1.4 million for fiscal years 2018 and 2017, respectively, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
A substantial portion of our revenue in the Europe Caspian region is contracted in the British pound sterling, which depreciated significantly against the U.S. dollar in fiscal year 2017 as a result of Brexit. We recorded a foreign currency exchange gains of $4.3 million in fiscal year 2018 and foreign currency exchange losses of $18.5 million in fiscal year 2017 from the revaluation of assets and liabilities on British pound sterling functional currency entities as of March 31, 2018 and 2017, respectively, which is recorded in other income (expense), net and included in adjusted EBITDA. Net of the translation and revaluation impacts, adjusted EBITDA was positively impacted by $9.2 million and negatively impacted by $35.6 million resulting from the changes in exchange rates during fiscal years 2018 and 2017, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign currency exchange volatility in future periods.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in fiscal year 2018 primarily due to the increase in operating revenue, the benefit to rent expense in fiscal year 2018 related to OEM cost recoveries and the impact of favorable changes in foreign currency exchange rates. These benefits were partially offset by increased salaries and benefits and maintenance expense year-over-year due to the increase in activity. Eastern Airways contributed a negative $6.9 million and negative $4.5 million in adjusted EBITDA for fiscal years 2018 and 2017, respectively.
Fiscal Year 2017 Compared to Fiscal Year 2016
The year-over-year decrease in operating revenue primarily resulted from the impact of changes in foreign currency exchange rates which reduced operating revenue by $79.4 million, decreased activity levels with our oil and gas clients due to the downturn in the industry which reduced operating revenue by $28.1 million, and the end of an oil and gas contract that began in late fiscal year 2015 and ended in late fiscal year 2016 that contributed $51.3 million in additional operating revenue in fiscal year 2016. Partially offsetting these decreases was an increase in operating revenue (on a foreign exchange neutral basis) from the start-up of U.K. SAR bases of $41.5 million. Eastern Airways contributed $110.4 million and $133.5 million in operating revenue and negative $4.5 million and positive $13.6 million in adjusted EBITDA for fiscal years 2017 and 2016, respectively.
The movement of exchange rates decreased operating revenue, operating income and adjusted EBITDA by $79.4 million, $26.7 million and $35.1 million, respectively, from translation of results compared to fiscal year 2016. Additionally, we recorded foreign exchange losses of $18.5 million and $11.1 million as of March 31, 2017 and 2016, respectively, from the revaluation of assets and liabilities on British pound sterling functional currency entities which is recorded in other income (expense), net and included in adjusted EBITDA. Including both the translation and revaluation impacts, adjusted EBITDA was reduced by $35.1 million and $9.0 million during fiscal year 2017 and 2016, respectively, resulting from changes in foreign exchange rates.
Additionally, during fiscal year 2017, we recorded an impairment of $8.7 million for the remaining goodwill related to Eastern Airways. During fiscal year 2016, we recorded impairments of goodwill and intangibles of $21.2 million relating to Eastern Airways and impairment of goodwill for operations in Norway of $12.1 million. These impairment charges contributed to a portion of the decline in operating income in fiscal years 2017 and 2016, but were adjusted for in our calculation of adjusted EBITDA. For additional details on the impairment of goodwill and intangibles, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
The decrease in operating margin and adjusted EBITDA margin is primarily a result of the impact from the downturn in the offshore energy industry, which was only partially offset by the start-up of the U.K. SAR bases and cost reduction activities.
Africa
 
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
 2018 2017 2016 2018 vs 2017 2017 vs 2016
              
 (In thousands, except percentages)
Operating revenue$191,830
 $200,104
 $249,545
 $(8,274) (4.1)% $(49,441) (19.8)%
Earnings from unconsolidated affiliates, net of losses$2,518
 $2,068
 $2,068
 $450
 21.8 % $
  %
Operating income$32,326
 $30,179
 $19,702
 $2,147
 7.1 % $10,477
 53.2 %
Operating margin16.9% 15.1% 7.9% 1.8% 11.9 % 7.2% 91.1 %
Adjusted EBITDA$52,419
 $51,553
 $60,371
 $866
 1.7 % $(8,818) (14.6)%
Adjusted EBITDA margin27.3% 25.8% 24.2% 1.5% 5.8 % 1.6% 6.6 %
Rent expense$8,557
 $8,101
 $7,456
 $(456) (5.6)% $(645) (8.7)%
Loss on impairment$
 $
 $6,179
 $
 *
 $6,179
 *
_______________ 
* percentage change too large to be meaningful or not applicable
 
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
 2019 2018 2017 2019 vs 2018 2018 vs 2017
              
 (In thousands, except percentages)
Operating revenue$156,704
 $191,830
 $200,104
 $(35,126) (18.3)% $(8,274) (4.1)%
Earnings from unconsolidated affiliates, net of losses$2,518
 $2,518
 $2,068
 $
  % $450
 21.8 %
Operating income$13,499
 $32,326
 $30,179
 $(18,827) (58.2)% $2,147
 7.1 %
Operating margin8.6% 16.9% 15.1% (8.3)% (49.1)% 1.8% 11.9 %
Adjusted EBITDA$29,285
 $52,419
 $51,553
 $(23,134) (44.1)% $866
 1.7 %
Adjusted EBITDA margin18.7% 27.3% 25.8% (8.6)% (31.5)% 1.5% 5.8 %
Rent expense$9,657
 $8,557
 $8,101
 $(1,100) (12.9)% $(456) (5.6)%
The Africa region comprises all of our operations and affiliates on the African continent, including Nigeria and Egypt.

Fiscal Year 2019 Compared to Fiscal Year 2018
Operating revenue for Africa decreased year-over-year, due to an overall net decrease in activity and the end of certain contracts, including a contract that expired on March 31, 2018. The decrease was partially offset by an increase in fixed wing services in Africa that generated $10.5 million and $7.4 million of operating revenue for fiscal years 2019 and 2018, respectively.
Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin decreased as a result of the decrease in operating revenue in fiscal year 2019, which was partially offset by a decrease in direct cost and general and administrative expenses due to the decrease in activity described above. Additionally, during fiscal year 2018, we recorded $8.0 million in severance expense resulting from voluntary and involuntary separation programs as part of our restructuring efforts, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
With the conclusion of the recent elections, we anticipate a measure of stability in the political environment through the medium term and increased drilling activities; however, we are also seeing increased pressure to benchmark and standardize commercial rates across multiple contracts, which may affect the profitability of contracts in Nigeria.
Fiscal Year 2018 Compared to Fiscal Year 2017
Operating revenue for Africa decreased in fiscal year 2018year-over-year, primarily due to an overall net decrease in activity compared to fiscal year 2017. Activity declined withand the end of certain clients and certain contracts ended, reducing revenue by $17.0 million, whichcontracts. The decrease in activity was only partially offset by an increase in activity with other clients increasing revenue by $5.5 million. Additionally, fixed wing services in Africa that generated $7.4 million and $4.2 million of operating revenue for fiscal years 2018 and 2017, respectively.
Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in fiscal year 2018 primarily due to a $7.3 million decline in direct costs, partially offset by the decrease in revenue discussed above. Additionally, operating income and operating margin improved in fiscal year 2018 due to lower depreciation expense. During fiscal year 2017, we recorded $6.0 million of accelerated depreciation expense related to aircraft where management made the decision to exit these model types earlier than originally anticipated. The year-over-year devaluation of the Nigerian naira also benefited adjusted EBITDA by $1.4 million compared to fiscal year 2017 as expenses denominated in Nigerian naira translated into less U.S. dollars for reporting purposes.
During fiscal years 2018 and 2017, we recorded $8.0 million and $4.5 million, respectively, in severance expense resulting from voluntary and involuntary separation programs as part of our restructuring efforts, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
On March 31, 2018, a significant contract in this region expired and was not renewed. Additionally, changing regulations and political environment have made, and are expected to continue to make, our operating results for Nigeria unpredictable. Market uncertainty related to the oil and gas downturn has continued in this region, putting smaller clients under increasing pressure as their activity declined, which reduced our activity levels and overall pricing. Although we continue to implement cost reduction measures, we currently expect the financial results for this region to decline in fiscal year 2019.
Fiscal Year 2017 Compared to Fiscal Year 2016
Operating revenue for Africa decreased in fiscal year 2017 primarily due to an overall decrease in activity resulting from the downturn of the oil and gas industry. The decreased activity levels reduced revenue by $59.7 million, which was only partially offset by $7.5 million from new contracts and increased activity on a contract. Additionally, Eastern Airways began providing fixed wing services in Africa in October 2015, which generated $4.2 million and $0.2 million of operating revenue for fiscal years 2017 and 2016, respectively. A majority of our revenue in our Africa region is contracted at fixed U.S. dollar rates, resulting in minimal exposure to the devalued Nigerian naira upon translation into U.S. dollars for reporting purposes.
Operating income and operating margin for the Africa region were significantly impacted by an impairment of goodwill of $6.2 million during fiscal year 2016, which resulted from lower forecasted results for future periods due to the ongoing oil and gas industry downturn. For additional details on the impairment of goodwill, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
Operating income, operating margin and adjusted EBITDA margin increased in fiscal year 2017 primarily due to a $35.8 million decrease in direct costs and a $7.5 million decrease in general and administrative expenses, partially offset by the decrease in revenue discussed above. Operating expenses were $17.7 million lower in fiscal year 2017 due to the devaluation of the Nigerian naira which resulted in naira-based expenses translating into fewer U.S. dollars. Also, during fiscal year 2016, we recorded $4.7 million in bad debt expense related to two clients in this region. Operating income and operating margin in fiscal year 2017 also benefited from a decrease in depreciation and amortization expense as a result of a lower amount of accelerated depreciation of $6.0 million versus $16.8 million in fiscal year 2016. Adjusted EBITDA declined as the impact to decreased revenue was only partially offset by cost reduction activities and the favorable exchange rate impact in fiscal year 2017 compared to fiscal year 2016.
During fiscal years 2017 and 2016, we recorded $4.5 million and $5.2 million, respectively, in severance expense resulting from voluntary and involuntary separation programs as part of our restructuring efforts, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
The increase of operating margin and adjusted EBITDA margin is primarily related to the reduction of operating expense due to the devaluation of the Nigerian naira and cost reduction activities, partially offset by the reduction in revenue due to the downturn of the oil and gas industry.

Americas
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Operating revenue$236,364
 $220,544
 $290,299
 $15,820
 7.2 % $(69,755) (24.0)%$221,528
 $225,377
 $208,124
 $(3,849) (1.7)% $17,253
 8.3 %
Earnings from unconsolidated affiliates, net of losses$4,302
 $5,207
 $(2,117) $(905) (17.4)% $7,324
 346.0 %$2,041
 $16,263
 $18,601
 $(14,222) *
 $(2,338) (12.6)%
Operating income (loss)$(73,057) $4,224
 $34,463
 $(77,281) *
 $(30,239) (87.7)%$3,530
 $(72,083) $5,198
 $75,613
 *
 $(77,281) *
Operating margin(30.9)% 1.9% 11.9% (32.8)% *
 (10.0)% (84.0)%1.6% (32.0)% 2.5% 33.6 % *
 (34.5)% *
Adjusted EBITDA$41,010
 $39,952
 $71,958
 $1,058
 2.6 % $(32,006) (44.5)%$32,267
 $41,984
 $40,926
 $(9,717) (23.1)% $1,058
 2.6 %
Adjusted EBITDA margin17.4 % 18.1% 24.8% (0.7)% (3.9)% (6.7)% (27.0)%14.6% 18.6 % 19.7% (4.0)% (21.5)% (1.1)% (5.6)%
Rent expense$24,920
 $23,015
 $21,016
 $(1,905) (8.3)% $(1,999) (9.5)%$23,122
 $24,920
 $23,015
 $1,798
 7.2 % $(1,905) (8.3)%
Loss on impairment$85,683
 $
 $
 $(85,683) *
 $
 *
$
 $85,683
 $
 $85,683
 *
 $(85,683) *
_______________ 
* percentage change too large to be meaningful or not applicable
The Americas region comprises all our operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Trinidad and the U.S. Gulf of Mexico.
Fiscal Year 2019 Compared to Fiscal Year 2018
Operating revenue decreased year-over-year, primarily due to a decrease of $6.6 million from Canada and a decrease of $5.0 million in intra-region operating revenue from decreased activity in Africa, partially offset by an increase of $7.8 million from higher activity with our U.S. Gulf of Mexico oil and gas customers.
Earnings from unconsolidated affiliates, net of losses, decreased $14.2 million year-over-year, primarily due to a $9.2 million decrease in earnings from our investment in Líder resulting from a decrease in activity and an unfavorable impact of foreign currency exchange rates and a $5.0 million decrease in earnings from our investment in Cougar resulting from a decrease in activity. Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin were negatively impacted by unfavorable foreign currency exchange rate changes, which decreased our earnings from our investment in Líder by $4.2 million in fiscal year 2019 and $2.0 million in fiscal year 2018. During fiscal year 2018, we recorded an $85.7 million impairment of our investment in Líder, which impacted operating income and operating margin, but is excluded from the calculation of adjusted EBITDA and adjusted EBITDA margin. See further discussion about our investment in Líder and the Brazil market in “— Executive Overview — Market Outlook” included elsewhere in this Annual Report.
The increases in operating income and operating margin resulted from the impairment of our investment in Líder in fiscal year 2018 as discussed above. The decrease in adjusted EBITDA primarily resulted from the decrease in revenue and earnings from unconsolidated affiliates discussed above, partially offset by a $4.7 million decrease in general and administrative expenses (primarily due to lower salaries and benefits of $1.6 million and lower franchise taxes of $1.3 million) and a $1.8 million decrease in rent expense due to lease returns. Additionally, we recorded severance expense, related to organizational restructuring efforts, of $0.3 million and $0.4 million for fiscal years 2019 and 2018, respectively, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
Fiscal Year 2018 Compared to Fiscal Year 2017
Operating revenue increased in fiscal year 2018year-over-year, primarily due to an increase in activity in our U.S. Gulf of Mexico oil and gas operations, which increased operating revenue by $11.8 million, and an increase of $8.1 million in additional operating revenue from the SAR consortium in the U.S. Gulf of Mexico, partially offset by a decrease of $4.4 million in operating revenue in Trinidad due to lower activity.
Earnings from unconsolidated affiliates, net of losses, decreased $0.9$2.3 million in fiscal year 2018year-over-year, primarily due to a $1.5 million decrease in earnings from our investment in Cougar resulting from a decrease in activity and a $0.9 million decrease in earnings from our investment in Líder in Brazil resulting from a decrease in activity, partially offset by less of an unfavorable impact of foreign currency exchange rates. Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin were negatively impacted by unfavorable foreign currency exchange rate changes, which decreased our earnings from our investment in Líder by $2.0 million in fiscal year 2018 and $3.2 million in fiscal year 2017. During fiscal year 2018, we recorded an $85.7 million impairment of our investment in Líder, which impacted operating income and operating margin, but is excluded from the calculation

of adjusted EBITDA and adjusted EBITDA margin. See further discussion about our investment in Líder and the Brazil market in “— Executive Overview — Market Outlook” included elsewhere in this Annual Report.
The decreases in operating income and operating margin resulted from the impairment of our investment in Líder as discussed above. The increase in adjusted EBITDA resulted primarily from the increase in operating revenue discussed above, partially offset by an increase in maintenance expense of $8.2 million primarily due to an increase in activity, the decrease in earnings from unconsolidated affiliates discussed above and an increase in rent expense of $1.9 million primarily due to an increase in number of leased aircraft. During fiscal year 2017, we recorded accelerated depreciation expense on aircraft exiting our fleet of $3.9 million. Additionally, we recorded severance expense related to organizational restructuring efforts of $0.4 million and $1.2 million for fiscal years 2018 and 2017, respectively. Depreciation and amortization, including accelerated depreciation, and severance expense recorded in fiscal years 2018 and 2017 were excluded from adjusted EBITDA and adjusted EBITDA margin. The decrease in adjusted EBITDA margin is primarily due to the decrease in earnings from unconsolidated affiliates and the increase in rent expense, partially offset by the increase in revenue.
Fiscal Year 2017 Compared to Fiscal Year 2016
Operating revenue decreased in fiscal year 2017 primarily due to a decline in activity in our U.S. Gulf of Mexico operations resulting from the oil and gas industry downturn that reduced operating revenue by $64.6 million, a decrease of $7.5 million in Brazil due to fewer aircraft leased to Líder and a decrease in Suriname of $5.2 million due to the end of a contract. These decreases were partially offset by a new contract in Guyana, which increased operating revenue by $6.5 million.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin were negatively impacted by unfavorable exchange rate changes in fiscal years 2017 and 2016, which reduced our earnings from our investment in Líder by $3.2 million and $22.4 million in fiscal year 2017 and 2016, respectively. Excluding this impact, in fiscal year 2017 and 2016, earnings from our investment in Líder would have been $11.3 million and $22.3 million, respectively, operating income for the Americas region would have been $7.3 million (3.3% operating margin) and $56.9 million (19.6% operating margin), respectively, and adjusted EBITDA for the Americas region would have been $43.1 million (19.6% adjusted EBITDA margin) and $94.4 million (32.5% adjusted EBITDA margin), respectively. This year-over-year decrease in the Americas region’s operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin primarily resulted from a decline in revenue due to the decline in activity discussed above and reduced pre-foreign exchange earnings from our investment in Líder, partially offset by a decrease in direct costs, including an $11.2 million decrease in maintenance expense and an $8.0 million decrease in salaries and benefits due to cost reduction initiatives.
During fiscal years 2017 and 2016, we recorded accelerated depreciation expense on aircraft exiting our fleet of $3.9 million and $6.0 million, respectively, and we recorded severance expense related to organizational restructuring efforts of $1.2 million and $2.1 million, respectively. Depreciation and amortization, including accelerated depreciation, and severance expense recorded during fiscal years 2017 and 2016 were excluded from adjusted EBITDA and adjusted EBITDA margin.
Asia Pacific
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Operating revenue$201,190
 $217,772
 $272,054
 $(16,582) (7.6)% $(54,282) (20.0)%$176,079
 $201,190
 $217,772
 $(25,111) (12.5)% $(16,582) (7.6)%
Operating income (loss)$(24,290) $(20,870) $4,073
 $(3,420) (16.4)% $(24,943) *
Operating loss$(23,645) $(24,290) $(20,870) $645
 2.7 % $(3,420) (16.4)%
Operating margin(12.1)% (9.6)% 1.5% (2.5)% (26.0)% (11.1)% *
(13.4)% (12.1)% (9.6)% (1.3)% (10.7)% (2.5)% (26.0)%
Adjusted EBITDA$(1,424) $(5,026) $28,361
 $3,602
 71.7 % $(33,387) (117.7)%$(4,874) $(1,424) $(5,026) $(3,450) *
 $3,602
 71.7 %
Adjusted EBITDA margin(0.7)% (2.3)% 10.4% 1.6 % 69.6 % (12.7)% (122.1)%(2.8)% (0.7)% (2.3)% (2.1)% *
 1.6 % 69.6 %
Rent expense$32,908
 $39,759
 $37,053
 $6,851
 17.2 % $(2,706) (7.3)%$31,040
 $32,908
 $39,759
 $1,868
 5.7 % $6,851
 17.2 %
_______________ 
* percentage change too large to be meaningful or not applicable
The Asia Pacific region comprises all our operations and affiliates in Australia and Asia, including Malaysia, Sakhalin, and our fixed wing operations through Airnorth in Australia.
Fiscal Year 2019 Compared to Fiscal Year 2018
Operating revenue decreased year-over-year, primarily due to a decrease in oil and gas services of $18.1 million primarily due to the end of short-term contracts in Australia and an $8.1 million decrease from our fixed wing operations at Airnorth, partially offset by an increase of $1.2 million in Sakhalin. Airnorth contributed $75.7 million and $83.8 million in operating revenue for fiscal years 2019 and 2018, respectively. Additionally, revenue decreased by $8.7 million in fiscal year 2019 compared to fiscal year 2018 due to unfavorable changes in foreign currency exchange rates.
Operating loss decreased in fiscal year 2019 primarily due to a $16.7 million decrease in salaries and benefits resulting from organizational restructuring efforts and a $1.9 million decrease in rent expense due to lease returns, partially offset by a decrease in operating revenue discussed above and a $2.6 million increase in maintenance expense at Airnorth. Adjusted EBITDA and adjusted EBITDA margin decreased in fiscal year 2019 primarily due to an unfavorable year-over-year impact from changes in foreign currency exchange rates. Changes in foreign currency exchange rates negatively impacted adjusted EBITDA by $3.8 million compared to fiscal year 2018 primarily due to an increase in foreign currency exchange rate losses of $3.5 million in fiscal year 2019 compared to fiscal year 2018. Airnorth contributed a negative $4.0 million and positive $7.2 million in adjusted EBITDA in fiscal years 2019 and 2018, respectively.
Additionally, during fiscal years 2019 and 2018, we recorded $6.3 million and $3.9 million, respectively, in severance expense related to organizational restructuring efforts, which is excluded from adjusted EBITDA and adjusted EBITDA margin.
Fiscal Year 2018 Compared to Fiscal Year 2017
Operating revenue decreased in fiscal year 2018year-over-year, primarily due to $17.2 million of operating revenue earned upon cancellation of a contract in fiscal year 2017 that did not recur in fiscal year 2018 (see discussion below) and the ending of short-term oil and gas contracts in Australia resulting in a decrease in operating revenue of $15.9 million, partially offset by an increase of $6.7 million from our fixed wing operations at Airnorth, an increase of $5.0 million in Sakhalin and a favorable foreign currency

exchange rate impact of $4.8 million. Airnorth contributed $83.8 million and $77.1 million, respectively, in operating revenue for fiscal years 2018 and 2017, respectively.
During March 2017, we came to an agreement with a client for which we had incurred significant start-up costs on a project in Australia that was cancelled prior to contract commencement. In connection with the cancellation, we agreed to a termination fee with the client of $11.1 million, which is recorded in operating revenue in fiscal year 2017, and contributed $11.1 million in operating income and adjusted EBITDA in fiscal year 2017. Additionally, we had previously deferred revenue and costs of $6.1 million each related to this contract, which are included in operating revenue and direct costs in fiscal year 2017.

Operating income and operating margin decreased primarily due to decreased activity, which was only partially offset by a decrease in direct costs, including a decrease of $8.1 million in salaries and benefits and a reduction in rent expense of $6.7 million related to OEM cost recoveries. Additionally, operating income and operating margin benefited in fiscal year 2017 from the contract cancellation billing in March 2017 discussed above. During fiscal years 2018 and 2017, we recorded $3.9 million and $2.9 million, respectively, in severance expense related to organizational restructuring activities. The severance expense is not included in adjusted EBITDA or adjusted EBITDA margin for fiscal years 2018 and 2017. Also, during fiscal year 2017, we determined the contingent consideration related to Airnorth acquisition accrued in the purchase price was no longer probable of being paid out and we reversed $5.9 million of an accrued liability to direct costs. The reversal of this contingent consideration is not included in adjusted EBITDA for fiscal year 2017. Adjusted EBITDA and adjusted EBITDA margin improved primarily due the reduction in salaries and benefits and rent expense discussed above, partially offset by the termination fee of $11.1 million recorded in fiscal year 2017. Airnorth contributed $7.2 million and $7.1 million in adjusted EBITDA in fiscal years 2018 and 2017, respectively.
Fiscal Year 2017 Compared to Fiscal Year 2016
Operating revenue decreased in fiscal year 2017 by $72.3 million primarily due to the ending of short-term oil and gas contracts in Australia and a $4.3 million decrease due to a short-term contract in South Korea in fiscal year 2016, partially offset by additional operating revenue of $17.2 million earned upon cancellation of a contract in fiscal year 2017 (see discussion above) and a $1.7 million increase for Airnorth. A significant portion of our revenue in the Asia Pacific region is contracted in the Australian dollar, which strengthened against the U.S. dollar in fiscal year 2017, resulting in an increase in revenue of $3.4 million year-over-year. Airnorth contributed $77.1 million and $75.4 million, respectively, in operating revenue and $7.1 million and $12.4 million, respectively, in adjusted EBITDA for fiscal years 2017 and 2016.
Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin decreased primarily due to decreased activity which was only partially offset by a decrease in direct costs, including a decrease of $7.7 million in salaries and benefits and a decrease of $9.4 million in maintenance expense, and the contract cancellation billing in March 2017. During fiscal year 2016, we recorded additional depreciation expense of $5.3 million for four large aircraft operating in this region due to management’s decision to exit these fleet types earlier than originally anticipated, and during fiscal years 2017 and 2016, we recorded $2.9 million and $2.3 million, respectively, in severance expense related to organizational restructuring activities. The severance expense is not included in adjusted EBITDA or adjusted EBITDA margin for fiscal years 2017 and 2016. Also, during fiscal year 2017, we determined the contingent consideration related to Airnorth acquisition accrued in the purchase price was no longer probable of being paid out and we reversed $5.9 million of an accrued liability to direct costs. The reversal of this continent consideration is not included in adjusted EBITDA for fiscal year 2017.
Corporate and Other
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Operating revenue$4,305
 $10,369
 $23,487
 $(6,064) (58.5)% $(13,118) (55.9)%$1,837
 $4,305
 $10,369
 $(2,468) (57.3)% $(6,064) (58.5)%
Earnings from unconsolidated affiliates, net of losses$(273) $(603) $
 $330
 54.7 % $(603) *
$(403) $(273) $(603) $(130) (47.6)% $330
 *
Operating loss$(88,996) $(104,616) $(118,796) $15,620
 14.9 % $14,180
 11.9 %$(195,740) $(88,965) $(104,544) $(106,775) (120.0)% $15,579
 14.9 %
Adjusted EBITDA$(68,081) $(60,558) $(79,119) $(7,523) (12.4)% $18,561
 23.5 %$(38,765) $(68,081) $(60,558) $29,316
 43.1 % $(7,523) (12.4)%
Rent expense$8,148
 $7,661
 $9,938
 $(487) (6.4)% $2,277
 22.9 %$6,215
 $8,148
 $7,661
 $1,933
 23.7 % $(487) (6.4)%
Loss on impairment$1,192
 $7,572
 $15,662
 $6,380
 84.3 % $8,090
 51.7 %$96,419
 $1,192
 $7,572
 $(95,227) *
 $6,380
 84.3 %
_______________ 
* percentage change too large to be meaningful or not applicable
Corporate and other includes our supply chain management and corporate costs that have not been allocated out to other regions and our Bristow Academy operations prior to the sale of Bristow Academy on November 1, 2017.
Fiscal Year 2019 Compared to Fiscal Year 2018
Operating revenue decreased year-over-year, primarily due to the sale of Bristow Academy.
Operating loss for fiscal year 2019 includes impairments of $87.5 million and $8.9 million for the impairment of H225 aircraft and inventory, respectively. For further details, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report. The impairments are excluded from adjusted EBITDA and adjusted EBITDA margin.
Operating loss increased year-over-year, primarily due to the H225 aircraft and inventory impairments discussed above and transaction costs of $32.8 million resulting from the Columbia transaction and related financing transactions, including a $20.0 million termination fee paid in February 2019. Adjusted EBITDA improved primarily due to foreign currency transaction gains of $6.5 million for fiscal year 2019 compared to foreign currency transaction losses of $4.4 million for fiscal year 2018, the sale of Bristow Academy, which generated negative adjusted EBITDA of $3.9 million in fiscal year 2018 and a $15.2 million decrease in general and administrative expenses excluding CEO retirement, organizational restructuring and transaction costs primarily due to a decrease in short-term and long-term incentive compensation costs.
During fiscal year 2019, we recorded $1.0 million for CEO retirement costs and during fiscal years 2019 and 2018, we recorded $1.4 million and $9.5 million, respectively, related to organizational restructuring costs. The CEO retirement costs, organization restructuring costs, impairment costs, and Columbia transaction and termination fee are excluded from adjusted EBITDA.

Fiscal Year 2018 Compared to Fiscal Year 2017
Operating revenue decreased in fiscal year 2018year-over-year, primarily due to a decline in Bristow Academy revenue of $3.8 million and decrease in third-party part sales of $2.3 million.
Operating loss for fiscal years 2018 and 2017 were most significantly impacted by $1.2 million and $7.6 million, respectively, of inventory impairment charges and a $9.3 million reduction in general and administrative expenses primarily due to reduction in headcount and the sale of Bristow Academy, partially offset by the decline in revenue discussed above. Adjusted EBITDA decreased primarily due to foreign currency transaction losses of $4.4 million for fiscal year 2018 versus foreign currency transaction gains of $14.5 million for fiscal year 2017. The change in foreign currency impacts was partially offset by overall cost reduction activities that decreased general and administrative expenses as discussed above.
During fiscal years 2018 and 2017, we recorded $9.5 million and $10.9 million related to organizational restructuring costs, respectively, which, along with the inventory impairment charges discussed above, are excluded from adjusted EBITDA.
Fiscal Year 2017 Compared to Fiscal Year 2016
Operating revenue decreased in fiscal year 2017 primarily due to a decline in Bristow Academy revenue of $9.7 million due to a decline in military training and a decrease in third-party part sales of $3.1 million.
Operating loss and adjusted EBITDA improved in fiscal year 2017 primarily due to cost reduction activities that lowered general and administrative costs, including a reduction in salaries and benefits of $4.8 million, professional fees of $5.1 million and other costs of $4.5 million, partially offset by a decline in revenue discussed above. Additionally, fiscal year 2016 operating loss included the impairment of goodwill for Bristow Academy of $10.2 million. Also, in fiscal year 2017, adjusted EBITDA benefited from the favorable impact of changes in foreign currency exchange rates on our Corporate results of $10.9 million compared to fiscal year 2016.
During fiscal years 2017 and 2016, we recorded $10.9 million and $7.7 million, respectively, related to organizational restructuring costs, and fiscal years 2017 and 2016 include $7.6 million and $5.4 million, respectively, of inventory impairments, and fiscal year 2016 includes the impairment of $10.2 million of Bristow Academy’s goodwill, all of which are included in operating loss and excluded from adjusted EBITDA.
Gain (loss)Loss on disposal of assets
The loss on disposal of assets in fiscal year 2019 included $14.7 million of contract termination costs for an aircraft purchase contract that was terminated, $8.1 million for impairment of assets held for sale related to five held for sale aircraft and a loss of $5.0 million from the sale or disposal of eight aircraft and other equipment. The loss on disposal of assets in fiscal year 2018 included impairment charges of $8.7 million related to eight held for sale aircraft, losses of $1.7 million from the sale or disposal of 11 aircraft and other equipment and $7.2 million impairment and loss on disposal related to the Bristow Academy disposal group. The loss on disposal of assets in fiscal year 2017 included impairment charges of $12.5 million related to 14 held for sale aircraft and losses of $2.0 million from the sale or disposal of 14 aircraft and other equipment. The loss on disposal of assets in fiscal year 2016 included impairment charges of $29.6 million related to 16 held for sale aircraft, partially offset by gains of $1.1 million from the sale of 35 aircraft and other equipment.

Interest Expense, Net
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Interest income$677
 $943
 $1,058
 $(266) (28.2)% $(115) (10.9)%$3,424
 $677
 $943
 $2,747
 *
 $(266) (28.2)%
Interest expense(71,393) (53,666) (42,039) (17,727) (33.0)% (11,627) (27.7)%(102,769) (71,393) (53,666) (31,376) (43.9)% (17,727) (33.0)%
Amortization of debt discount(1,701) (1,606) (1,000) (95) (5.9)% (606) (60.6)%(6,337) (1,701) (1,606) (4,636) *
 (95) (5.9)%
Amortization of debt fees(8,048) (5,759) (2,722) (2,289) (39.7)% (3,037) (111.6)%(6,820) (8,048) (5,759) 1,228
 15.3 % (2,289) (39.7)%
Capitalized interest3,405
 10,169
 10,575
 (6,764) (66.5)% (406) (3.8)%2,426
 3,405
 10,169
 (979) (28.8)% (6,764) (66.5)%
Interest expense, net$(77,060) $(49,919) $(34,128) $(27,141) (54.4)% $(15,791) (46.3)%$(110,076) $(77,060) $(49,919) $(33,016) (42.8)% $(27,141) (54.4)%
_______________ 
* percentage change too large to be meaningful or not applicable
Interest expense, net increased in fiscal year 2019 compared to fiscal year 2018 primarily due to an increase in borrowings, partially offset by an increase in interest income as a result an increase in cash and cash invested at higher rates. Also, we issued convertible debt in December 2017 resulting in an increase in amortization of debt discount in fiscal year 2019 compared to fiscal year 2018. Interest expense, net increased in fiscal year 2018 compared to fiscal year 2017 primarily due to an increase in borrowings at higher borrowing rates and lower capitalized interest resulting from lower average construction in progress. Additionally, during fiscal year 2018, we wrote-off $3.0 million of deferred financing fees related to the early extinguishment of debt. Interest expense, net increased in fiscal year 2017 compared to fiscal year 2016 primarily due to an increase in borrowings and an increase in amortization of debt fees.

Other Income (Expense), Net
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Foreign currency gains (losses) by region:       ��                  
Europe Caspian$4,328
 $(18,511) $(11,127) $22,839
 123.4 % $(7,384) (66.4)%$(7,159) $4,328
 $(18,511) $(11,487) (265.4)% $22,839
 123.4 %
Africa(1,720) (148) (421) (1,572) *
 273
 64.8 %(331) (1,720) (148) 1,389
 *
 (1,572) *
Americas56
 1,682
 (1,050) (1,626) (96.7)% 2,732
 260.2 %176
 56
 1,682
 120
 214.3 % (1,626) (96.7)%
Asia Pacific(795) (427) 1,307
 (368) (86.2)% (1,734) (132.7)%(4,340) (795) (427) (3,545) *
 (368) (86.2)%
Corporate and other(4,449) 14,456
 6,951
 (18,905) (130.8)% 7,505
 108.0 %6,491
 (4,449) 14,456
 10,940
 245.9 % (18,905) (130.8)%
Foreign currency losses(2,580) (2,948) (4,340) 368
 12.5 % 1,392
 32.1 %(5,163) (2,580) (2,948) (2,583) (100.1)% 368
 12.5 %
Pension-related costs(3,839) 119
 (897) (3,958) *
 1,016
 113.3 %
Other(496) 307
 82
 (803) (261.6)% 225
 274.4 %104
 (496) 307
 600
 121.0 % (803) (261.6)%
Other income (expense), net$(3,076) $(2,641) $(4,258) $(435) (16.5)% $1,617
 38.0 %$(8,898) $(2,957) $(3,538) $(5,941) (200.9)% $581
 16.4 %
_______________ 
* percentage change too large to be meaningful or not applicable
Other income (expense), net for the periods presented above were most significantly impacted by foreign currency gains (losses). The foreign currency gains (losses) within other income (expense), net are reflected within the results (below operating income) of the regions shown in the table above. Also, pension-related costs include interest costs, amortization of pension-related costs from prior periods, and the gains or losses on plan assets and are included in our Europe Caspian region results (below operating income). Additionally, during the fiscal year 2018, we recorded a provision related to a non-operational contract matter with a client.client in other income.
Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will ultimately be settled into the functional currency of the legal entity holding the asset or liability. The most significant items revalued are denominated in U.S. dollars on entities with British pound sterling and Nigerian naira functional currencies and denominated in British pound sterling on entities with U.S. dollar functional currencies with transaction gains or losses primarily resulting from the strengthening or weakening of the U.S. dollar versus those other currencies.

Taxes
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
Fiscal Year Ended
March 31,
 
Favorable
(Unfavorable)
2018 2017 2016 2018 vs 2017 2017 vs 20162019 2018 2017 2019 vs 2018 2018 vs 2017
                          
(In thousands, except percentages)(In thousands, except percentages)
Effective tax rate (1)
13.5% (22.6)% 2.6% 36.1% *
 (25.2)% *
% 13.5% (22.7)% (13.5)% (100.0)% 36.2% *
Net foreign tax on non-U.S. earnings$2,640
 $5,165
 $5,079
 $2,525
 48.9 % $(86) (1.7)%$(2,570) $2,640
 $5,165
 $5,210
 *
 $2,525
 48.9 %
Expense (benefit) of foreign earnings indefinitely reinvested abroad$18,770
 $1,546
 $(12,634) $(17,224) *
 $(14,180) *
$14,874
 $18,463
 $1,205
 $3,589
 19.4 % $(17,258) *
Change in valuation allowance$(2,575) $37,043
 $20,068
 $39,618
 *
 $(16,975) (84.6)%$51,028
 $(2,575) $37,043
 $(53,603) *
 $39,618
 *
Benefit of foreign tax deduction in the U.S.$
 $(3,540) $(2,092) $(3,540) (100.0)% $1,448
 69.2 %$(127) $
 $(3,540) $127
 *
 $(3,540) (100.0)%
Expense from change in tax contingency$5,351
 $238
 $382
 $(5,113) *
 $144
 37.7 %$(2,345) $5,351
 $238
 $7,696
 *
 $(5,113) *
Impact of stock based compensation$1,773
 $
 $
 $(1,773) *
 $
 *
$1,565
 $1,773
 $
 $208
 11.7 % $(1,773) *
Foreign statutory rate reduction$
 $240
 $(901) $240
 100.0 % $(1,141) (126.6)%$
 $
 $240
 $
 *
 $240
 100.0 %
Impact of goodwill impairment$
 $1,467
 $9,333
 $1,467
 100.0 % $7,866
 84.3 %$
 $
 $1,467
 $
 *
 $1,467
 100.0 %
U.S. statutory rate reduction$(52,990) $
 $
 $52,990
 *
 $
 *
$(19,033) $(52,990) $
 $(33,957) (64.1)% $52,990
 *
One-time transition tax$30,323
 $
 $
 $(30,323) *
 $
 *
$30,671
 $30,323
 $
 $(348) (1.1)% $(30,323) *
_______________ 
(1) 
The effective tax rate for fiscal year 2017 represents income tax expense rate on a pre-tax net loss for the fiscal year. Due to pre-tax losses for fiscal years 2018 and 2016, the effective tax rates for those fiscal years represent the income tax benefit rate recorded for the periods.
* percentage change too large to be meaningful or not applicable
A portion of our aircraft fleet is owned directly or indirectly by our wholly owned Cayman Island subsidiaries. Our foreign operations combined with our leasing structure provided a material benefit to the effective tax rates for fiscal years 2019, 2018 2017 and 2016.2017. In fiscal year 2017, our unfavorable permanent differences, such as valuation allowances and non-tax deductible goodwill write-off had the effect of increasing our income tax expense and reducing our effective tax rate applied to pre-tax losses. Also, our effective tax rates for fiscal years 2019, 2018 2017 and 20162017 benefited from the permanent investment outside the U.S. of foreign earnings, upon which no U.S. tax had been provided until the deemed repatriation of foreign earnings under the Act.
Fiscal Year 2019 Compared to Fiscal Year 2018
Our effective income tax rate for fiscal year 2019 is 0.0%, which includes $51.0 million of tax expense for an increase in valuation allowances and a one-time non-cash transition tax expense of $11.6 million as a result of the Act.
Fiscal Year 2018 Compared to Fiscal Year 2017
Our effective income tax rate for fiscal year 2018 is 13.5%, which includes a $53.0 million benefit related to the revaluation of net deferred tax liabilities to a lower tax rate as a result of the Act and net reversal of valuation allowances on deferred tax assets of $2.6 million. This benefit was partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act of $30.3 million and a one-time non-cash tax expense of $42.5 million due to the repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions.
Fiscal Year 2017 Compared to Fiscal Year 2016
Our effective income tax rate for fiscal year 2017 is (22.6)(22.7)% representing the income tax expense rate on a pre-tax net loss for the fiscal year, which includes $37.0 million of tax expense for an increase in valuation allowance, a one-time non-cash tax effect from repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions resulting in additional income tax expense of $22.5 million, $0.2 million of tax expense due to the revaluation of our deferred taxes as a result of the enactment of a tax rate reduction in the U.K. and Norway and $3.5 million tax benefit due to the deduction of foreign tax in lieu of foreign tax credits. Our effective income tax rate for fiscal year 2016 is 2.6% representing the income tax benefit rate for the fiscal year, which was reduced by $20.1 million of tax expense for an increase in valuation allowance and increased by $0.9 million of tax benefit due to the revaluation of our deferred taxes as a result of the enactment of a tax rate reduction in the U.K. and a $2.1 million tax benefit due to the deduction of foreign tax in lieu of foreign tax credits.

Noncontrolling Interest
Net loss attributable to noncontrolling interest decreasedinterests increased to $2.4 million for fiscal year 2018 compared to $6.4 million for fiscal year 2017 primarily due to higher earnings from Eastern Airways during fiscal year 2018 compared to fiscal year 2017. Net loss attributable to noncontrolling interests increased to $6.4 million forDuring fiscal year 2017 compared to $4.7 million for fiscal year 2016 due to lower earnings from2018, we purchased the outstanding noncontrolling interest of Eastern Airways during fiscal year 2017 compared to fiscal year 2016.Airways.
Liquidity and Capital Resources
Cash Flows
Operating Activities
Net cash used in operating activities was $109.4 million and $19.5 million during fiscal yearyears 2019 and 2018, respectively, and net cash provided by operating activities was $11.5 million and $118.2 million during fiscal years 2017 and 2016, respectively.year 2017. Changes in non-cash working capital used $37.3 million and $20.0 million in cash flows during fiscal yearyears 2019 and 2018, respectively, and generated $18.4 million and $23.0 million in cash flows during fiscal years 2017 and 2016, respectively.year 2017. The decline in cash flows from operations for fiscal year 20182019 compared to fiscal year 20172018 is due to a higher use of cash before working capital changes of $72.6 million primarily due to lower revenue in fiscal year 2019 and an increase in cash used in working capital of $17.3 million. Also, cash before working capital changes for fiscal year 2019 includes a $20 million termination fee paid in February 2019 related to the change in non-cash working capital.Columbia acquisition. Cash flows used by operating activities for fiscal year 2018 includes proceeds of $30.5 million related to OEM cost recoveries, of which $22.4 million is included in cash flows from operations before working capital changes and $8.1 million is included in working capital changes, which was partially offset by cash payments of $19.8 million for cash collateralization of letters of credit included in working capital changes. Cash flows provided by operating activities decreased inchanges for fiscal year 2017 compared to fiscal year 2016 due to the decreased earnings that resulted from the decline in oil and gas activity across all regions.2018.
Investing Activities
Cash flows used in investing activities were $26.1 million and $116.3 million for fiscal years 2019 and 2017, respectively, and cash flows provided by investing activities were $96.9 million for fiscal year 2018 and cash flows used in investing activities were $116.3 million and $316.8 million for fiscal years 2017 and 2016, respectively.2018. Cash was used primarily for capital expenditures as follows:
    
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
Number of aircraft delivered:          
Medium5
 5
 1
1
 5
 5
Large
 
 3
SAR aircraft
 4
 4

 
 4
Total aircraft5
 9
 8
1
 5
 9
Capital expenditures (in thousands):          
Aircraft and related equipment$32,418
 $127,447
 $285,530
$35,315
 $32,418
 $127,447
Other13,869
 7,663
 86,845
5,587
 13,869
 7,663
Total capital expenditures$46,287
 $135,110
 $372,375
$40,902
 $46,287
 $135,110
In addition to these capital expenditures, investing cash flows were impacted by the following items during the last three fiscal years:
Fiscal Year 2019 — During fiscal year 2019, we received proceeds of $13.8 million primarily from the sale or disposal of eight aircraft and certain other equipment.
Fiscal Year 2018 — During fiscal year 2018, we received proceeds of $48.7 million primarily from the sale or disposal of 11 aircraft and certain other equipment. Also, during fiscal year 2018, cash flows from investing activities includes $94.5 million related to OEM cost recoveries.
Fiscal Year 2017 — During fiscal year 2017, we received proceeds of $18.5 million primarily from the sale or disposal of 14 aircraft and certain other equipment.
Fiscal Year 2016 — DuringFinancing Activities
Cash flows used in financing activities were $63.1 million in fiscal year 2016, we received $30.8 million in proceeds primarily from the sale or disposal of 32 aircraft2019 and certain other equipment (including $13.4 million in insurance recoveries) and $29.2 million from the sale of three aircraft, which we subsequently leased back.
Financing Activities
We generated cash flows fromprovided by financing activities ofwere $189.0 million $106.7 million and $189.4$106.7 million during fiscal years 2018 and 2017, respectively.
During fiscal year 2019, we used cash to repay debt of $61.1 million and 2016, respectively.debt financing fees of $2.6 million.

During fiscal year 2018, we received $174.8 million from borrowings on our Revolving$400 million revolving credit facility (the “Revolving Credit Facility,Facility”), $230 million from borrowings on our term loan credit agreement with PK AirFinance, as agent, and PK Transportation, as lender (the “PK Air Debt,Debt”), $143.8 million from the sale of our 4½% Convertible Senior Notes and $346.6 million from the sale of our 8.75% Senior Secured Notes. During fiscal year 2018, we used cash to repay debt of $671.6 million, paid $20.6 million of deferred financing fees and paypaid dividends of $2.5 million on our common stock. Additionally, during fiscal year 2018, we paid $40.4 million for the purchase of the 4½% Convertible Senior Notes call option, and simultaneously received $30.3 million for the issuance of warrants.
During fiscal year 2017, we received $300.6 million from borrowings on our Revolving Credit Facility, $200 million from thetwo, seven-year British pound sterling funded secured equipment term loans with Lombard DebtNorth Central Plc (the “Lombard Debt”) and $200 million from thea five-year secured equipment term loan with Macquarie Debt.Bank Limited (the “Macquarie Debt”). During fiscal year 2017, we used cash to repay debt of $570.3 million and pay dividends of $9.8 million on our common stock.
During fiscal year 2016, we received $580.9 million from borrowings on our Revolving Credit Facility, $200 million from borrowings on our Term Loan Credit Facility and $127.4 million from borrowings on our Term Loan. During fiscal year 2016, we used cash to repay debt of $677.0 million and pay dividends of $38.1 million on our common stock.
Future Cash Requirements
Debt Obligations
Total debt (excluding unamortized discounts and debt issuance costs) as of March 31, 20182019 was $1.6$1.5 billion, of which $62.8 millionsubstantially all was classified as current. The following table summarizes the contractual maturity dates for our significant debt as of March 31, 2018:2019 and does not reflect the impact of Chapter 11 Cases, which accelerated the maturity dates of such debt:
Debt Maturity Date
Macquarie Debt March 7, 2022
6 ¼% Senior Notes(1)
 October 15, 2022
8.75% Senior Secured Notes
March 1, 2023 (1)
March 1, 2023
4½% Convertible Senior Notes(1)
 June 1, 2023
PK Air Debt July 13 and 27, 2023
Lombard Debt December 29, 2023 and January 23, 2024
_______________
(1) 
The 8.75% Senior Secured NotesThese notes will mature on March 1, 2023, subjectbe discharged upon emergence from the Chapter 11 Cases pursuant to earlier mandatory redemption if more than $125 million principal amount of the 6¼% Senior Notes plus the principal amount of any indebtedness incurred to refinance the 6¼% Senior Notes that matures or is required to be repaid prior to June 1, 2023 remains outstanding as of June 30, 2022. For further details, see Note 4 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.Amended Plan.
On April 17, 2018, twoSee further discussion of outstanding debt as of March 31, 2019 and our subsidiaries entered into a new ABL Facility, which provides for commitmentsdebt issuances and our debt redemptions in an aggregate amount of $75 million, with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount of the ABL Facility may be increased from time to time to a total of as much as $100 million, subject to the satisfaction of certain conditions, and any such increase would be allocated among the borrower subsidiaries. The ABL Facility matures in five years, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. For further details, see Note 45 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
See further discussion of outstanding debt as of March 31, 2018 and our debt issuances and our debt redemptions in Note 4 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
Pension Obligations
As of March 31, 2018,2019, we had recorded on our balance sheet a net $36.8$25.7 million pension liability related to the Bristow Helicopters Limited and Bristow International Aviation (Guernsey) Limited (“BIAGL”) pension plans. The liability represents the excess of the present value of the defined benefit pension plan liabilities over the fair value of plan assets that existed at that date. The minimum funding rules of the U.K. require the employer to agree to a funding plan with the plans’ trustee for securing that the pension plan has sufficient and appropriate assets to meet its technical provisions liabilities. In addition, where there is a shortfall in assets against this measure, we are required to make scheduled contributions in amounts sufficient to bring the plan up to 100% funded as quickly as can be reasonably afforded. The employer contributions for the main U.K. pension plan for fiscal years 2019, 2018 and 2017 and 2016 were £12.7 million ($16.6 million), £12.8 million ($17.0 million), £12.4 million ($15.5 million), and £12.4 million ($17.815.5 million), respectively. See further discussion of our pension plans in Note 910 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Contractual Obligations, Commercial Commitments and Off Balance Sheet Arrangements
We have various contractual obligations that are recorded as liabilities on our consolidated balance sheet. Other items, such as certain purchase commitments, interest payments and other executory contracts are not recognized as liabilities on our consolidated balance sheet but are included in the table below. For example, we are contractually committed to make certain minimum lease payments for the use of property and equipment under operating lease agreements.
The following table summarizes our significant contractual obligations and other commercial commitments on an undiscounted basis as of March 31, 20182019 and the future periods in which such obligations are expected to be settled in cash.cash based on the contractual terms and has not been amended to classify substantially all of our long-term debt as current for any possible accelerations as discussed in Note 5 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report and does not reflect the impact of Chapter 11 Cases and the resulting acceleration of substantially all of our long-term debt. In addition, the table reflects the timing of principal and interest payments on outstanding borrowings as of March 31, 2018.2019. Additional details regarding these obligations are provided in Notes 4, 5, 76, 8 and 910 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
  Payments Due by Period  Payments Due by Period
 Fiscal Year Ending March 31,  Fiscal Year Ending March 31,
Total 2019 
2020 -
2021
 
2022 -
2023
 
2024 and
beyond
Total 2020 
2021 -
2022
 
2023 -
2024
 
2025 and
beyond
                 
(In thousands)
Contractual obligations:          Contractual obligations:          
Long-term debt and short-term borrowings:          Long-term debt and short-term borrowings:          
Principal (1)
 $1,553,742
 $62,808
 $103,617
 $971,897
 $415,420
Principal (1)
 $1,482,030
 $52,756
 $234,224
 $1,195,050
 $
Interest (2)
 454,425
 96,458
 185,582
 163,767
 8,618
Interest (2)
 367,168
 97,182
 183,536
 86,450
 
Aircraft operating leases (3)
 366,210
 158,763
 164,805
 37,966
 4,676
Aircraft operating leases (3)
 242,241
 121,516
 99,034
 21,691
 
Other operating leases (4)
 75,422
 9,959
 16,577
 16,156
 32,730
Other operating leases (4)
 76,143
 11,367
 18,611
 16,909
 29,256
Pension obligations (5)
 59,537
 17,985
 35,660
 5,892
 
Pension obligations (5)
 38,219
 16,517
 21,702
 
 
Aircraft purchase obligations (6) (7)
 483,397
 19,912
 171,281
 175,518
 116,686
Aircraft purchase obligations (6)(7)(8)
 443,696
 62,319
 70,350
 163,198
 147,829
Other purchase obligations (8)(9)
 48,344
 48,344
 
 
 
Other purchase obligations (8)(9)
 37,789
 37,789
 
 
 
Total contractual cash obligations $3,041,077
 $414,229
 $677,522
 $1,371,196
 $578,130
Total contractual cash obligations $2,687,286
 $399,446
 $627,457
 $1,483,298
 $177,085
Other commercial commitments:          Other commercial commitments:          
Letters of credit (9)
 $22,075
 $22,075
 $
 $
 $
Letters of credit (9)
 $14,409
 $14,409
 $
 $
 $
Contingent consideration (10)
 3,068
 3,068
 
 
 
Total commercial commitments $14,409
 $14,409
 $
 $
 $
Total commercial commitments $25,143
 $25,143
 $
 $
 $
_______________
(1) 
Excludes unamortized discountsdiscount of $39.8$33.4 million and unamortized debt issuance costcosts of $27.5$21.8 million.
(2) 
Interest payments for variable rate interest debt are based on interest rates as of March 31, 2018.2019.
(3) 
Represents separate operating leases for aircraft.
(4) 
Represents minimum rental payments required under non-aircraft operating leases that have initial or remaining non-cancelable lease terms in excess of one year.
(5) 
Represents expected funding for defined benefit pension benefitsplans in future periods. These amounts are undiscounted and are based on the expectation that the U.K. pension plan will be fully funded in approximately fourfive years. As of March 31, 2018,2019, we had recorded on our balance sheet a net $36.8$25.7 million pension liability associated with these obligations. The timing of the funding is dependent on actuarial valuations and resulting negotiations with the plan trustees.
(6) 
Includes $4.4 millionOn May 1, 2019, we entered into an amendment to our agreement with Airbus Helicopters for final paymentsthe purchase of 22 H175 helicopters which includes five aircraft that can be cancelled by us prior to the delivery dates. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates for aircraft delivered duringsuch helicopters for 18 months from the previous schedule with the first three helicopters now scheduled for delivery in the second half of fiscal year 2018 that2022. The postponement in deliveries resulted in various amendments to the payment terms under the purchase agreement including the deferral of approximately $110.0 million in capital expenditures scheduled for fiscal years 2019 to 2023 into fiscal years 2024 and beyond. In connection with this amendment, the overall purchase price of these helicopters has been increased by $18.4 million to account for inflation. The impact of this amendment is included in accounts payable as of March 31, 2018.the table above.
(7) 
Includes $98.0$94.1 million for five aircraft orders that can be cancelled prior to delivery dates. As of March 31, 2018,2019, we have made non-refundable deposits of $4.5 million related to these aircraft.
(8)
In October 2019, the Bankruptcy Court approved our agreement with Airbus Helicopters S.A.S. to reject our aircraft purchase contract for 22 large aircraft. As a result, we have no further obligation to make payments under this agreement.

(9) 
Other purchase obligations primarily represent unfilled purchase orders for aircraft parts and non-cancelable power-by-the-hour maintenance commitments. For further details on the non-cancelable power-by-the-hour maintenance commitments, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report. In connection with the Bristow Norway acquisition in October 2008, we granted the former partner in this joint venture an option that if exercised would require us to acquire up to five aircraft at fair value upon the expiration of the lease terms for such aircraft. One of the options was exercised in December 2009 and two of the options expired. The remaining aircraft leases expire in August 2018. We are currently unable to estimate the fair value of these aircraft; therefore, the table above does not include any amounts relating to this potential commitment. While we do not currently expect to be required to purchase these aircraft, the former joint venture partner has until May 31, 2018 to notify us. If the joint venture partner does not exercise its option, it is our intent to return the aircraft after the leases expire in August 2018.

Subject to certain exceptions, under the Bankruptcy Code, we may assume, assign or reject certain executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and satisfaction of certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves us of performing our future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease will require us to cure existing monetary and non-monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease in this Annual Report on Form 10-K, including where applicable a quantification of the obligations under any such executory contract or unexpired lease, is qualified by any overriding assumption or rejection rights we have under the Bankruptcy Code. Further, nothing herein is or shall be deemed to be an admission with respect to any claim amounts or calculations arising from the rejection of any executory contract or unexpired lease and we expressly reserve all our rights with respect thereto.
(9)
As of the date of this Annual Report on Form 10-K, we have filed motions to reject certain leases and we continue to evaluate if we will seek to assume or reject additional leases or purchase contracts in connection with the Chapter 11 Cases. Any decision to assume or reject any leases or purchase contracts will be made by our management in consideration of then-existing economic, market and legal conditions and other relevant considerations, subject to the Bankruptcy Court and potentially other approvals.
As of March 31, 2018, we had outstanding letters of credit that we had collateralized with certificates of deposit totaling $19.8 million included in accounts receivable from non-affiliates on our consolidated balance sheets.
(10)
Includes $3.1 million related to Airnorth. The Airnorth purchase agreement includes a potential earn-out of A$17 million ($13.0 million) to be paid over four years. During fiscal year 2016, a portion of the first year earn-out payment of A$2 million ($1.5 million) was paid as Airnorth achieved agreed performance targets. The second and third year earn-out performance targets were not met. The remaining Airnorth earn-out, which is contingent upon both the achievement of agreed performance targets and the continued employment of the selling shareholders, will be included as general and administrative expense in our consolidated statements of operations as earned. The earn-out for Airnorth is remeasured to fair value at each reporting date until the contingency is resolved and any changes in estimated fair value are recorded as accretion expense included in interest expense on our consolidated statements of operations.
Financial Condition and Sources of Liquidity
The following table summarizes our capital structure and sources of liquidity as of March 31, 20182019 and 20172018 (in thousands):
March 31,March 31,
2018 20172019 2018
Capital structure:      
8.75% Senior Secured Notes$346,610
 $
$347,400
 $346,610
4½% Convertible Senior Notes107,397
 
112,944
 107,397
6¼% Senior Notes401,535
 401,535
401,535
 401,535
Term Loan
 261,907
Term Loan Credit Facility
 45,900
Revolving Credit Facility
 139,100
Lombard Debt211,087
 196,832
183,450
 211,087
Macquarie Debt185,028
 200,000
171,028
 185,028
PK Air Debt230,000
 
212,041
 230,000
Other Debt32,342
 48,090
20,226
 32,342
Total debt (1)
1,513,999
 1,293,364
1,448,624
 1,513,999
Stockholders’ investment1,183,093
 1,294,232
812,367
 1,183,501
Total capital$2,697,092
 $2,587,596
$2,260,991
 $2,697,500
Liquidity:      
Cash$380,223
 $96,656
$178,055
 $380,223
Undrawn borrowing capacity on Revolving Credit Facility (2)(3)

 260,320
Undrawn borrowing capacity on ABL Facility (2)
6,597
 
Total liquidity$380,223
 $356,976
$184,652
 $380,223
Adjusted debt to equity ratio (4)
165.8% 145.8%
Adjusted debt to equity ratio (3)
223.9% 166.5%
_______________
(1) 
Total debt excludes unamortized debt issuance costs.
(2)
The Revolving Credit Facility was terminated on March 6, 2018. For further details, see Note 4 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
(3) 
On April 17, 2018, two of our subsidiaries entered into a new ABL Facility, which provides for commitments in an aggregate amount of up to $75 million with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. For further details, see Note 45 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
(4)(3) 
As of March 31, 20182019 and 2017,2018, adjusted debt includes balance sheet debt of $1.5$1.4 billion and $1.3$1.5 billion, respectively, excluding unamortized debt issuance costs, the net present value of operating leases of $388.3$315.7 million and $520.0$388.3 million, respectively, letters of credit, bank guarantees and financial guarantees of $22.1$14.4 million and $12.0$22.1 million, respectively, and the net unfunded pension liability of $36.8$25.7 million and $61.6$36.8 million, respectively. Adjusted debt to equity ratio is a non-GAAP financial measure that management believes provides meaningful supplemental information regarding our financial position.
We manage our liquidity through generation of cash from operations while assessing our funding needs on an ongoing basis. Historically, while we have generated cash from operations, financing cash flows also have been a significant source of liquidity over the past several years. The significant factors that affect our overall liquidity include cash from or used to fund operations, capital expenditure commitments, debt service, pension funding, adequacy of bank lines of credit and our ability to attract capital on satisfactory terms.

As of March 31, 2018,2019, approximately 25%47% our cash balances are held outside the U.S. and are generally used to meet the liquidity needs of our non-U.S. operations. Most of our cash held outside the U.S. could be repatriated to the U.S., and any such repatriation could be subject to additional foreign taxes. As a result of the Act, we have provided for U.S. federal income taxes on undistributed foreign earnings. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional tax in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations. For further details, see Note 9 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
We expectThe Company’s liquidity outlook has recently changed. Given the continuing challenges in the offshore oil and gas industry and other matters impacting liquidity, the rate at which the Company’s cash position was declining began to increase. It became necessary for the Company to evaluate all our strategic alternatives. On May 11, 2019, the Debtors filed Chapter 11 Cases in the Bankruptcy Court seeking relief under the Bankruptcy Code. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The significant risks and uncertainties related to the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern. In addition, each of the commencement of the Chapter 11 Cases and the delivery of the Amended 10-K with a going concern qualification or explanation constituted an event of default under certain of our secured equipment financings, giving those secured equipment lenders the right to accelerate repayment of the applicable debt, subject to Chapter 11 protections, and triggering cross-default and/or cross-acceleration provisions in substantially all of our other debt instruments should that our cash on depositright to accelerate repayment be exercised.
As a result of the facts and circumstances discussed above, the Company has classified substantially all debt balances of approximately $1.4 billion as of March 31, 2019 as short-term borrowings and current maturities of long-term debt on our consolidated balance sheet.
On May 18, 201810, 2019, we entered into the Initial RSA with (i) certain holders of approximately $361.8the 8.75% Senior Secured Notes and (ii) the Secured Guarantors, to support the Restructuring. On July 24, 2019, we entered into the Second Amended RSA, which amended and restated the Initial RSA, with the Supporting Secured Noteholders, the Secured Guarantors and the Supporting Unsecured Noteholders. The Second Amended RSA contemplates that we will implement the Restructuring on the amended terms set forth in the Restructuring Term Sheet pursuant to the Chapter 11 plan and the various related transactions set forth in or contemplated by the Restructuring Term Sheet, the DIP Term Sheet and the other restructuring documents attached to the Second Amended RSA.
The Second Amended RSA contains certain covenants on the part of each of the Company and the Supporting Noteholders, including limitations on the Supporting Noteholders’ ability to pursue alternative transactions, commitments by the Supporting Noteholders to vote in favor of the Chapter 11 plan and commitments of the Company and the Supporting Noteholders to negotiate in good faith to finalize the documents and agreements governing the Chapter 11 plan. The Second Amended RSA also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Second Amended RSA.
On May 10, 2019, we entered into the Term Loan Agreement for the $75 million 2019 Term Loan. Immediately upon entering into the Term Loan Agreement, and prior to the Petition Date, the Company and BHC III borrowed the full amount thereunder, the net proceeds from aircraft sales,of which may be used only in compliance with a cash flow forecast required pursuant to the terms of the Term Loan Agreement, which the Company expects will be used for general corporate purposes, including to fund the working capital and available borrowing capacity under our ABL Facility described under “Executive Overviewliquidity requirements of the Company during the pendency of the Chapter 11 Cases. We entered into the First Term Loan Amendment, the Second Term Loan Amendment, the Third Term Loan Amendment and the Fourth Term Loan Amendment on June 6, 2019, August 22, 2019, August 26, 2019 and September 30, 2019, respectively. For further details, see — Recent Events — ABL Facility”, as well as any future financings (which may include additional equipment financingsTerm Loan Agreement” above.
On August 26, 2019, we entered into the DIP Credit Agreement. The DIP Credit Agreement provides for a term loan facility in an aggregate principal amount of $150 million, the full amount of which was drawn at closing, the proceeds of which, net of applicable commitment fees, were deposited into an escrow account and capital market transactions), will be sufficientpledged to satisfy our operating needs, existing capital commitments and other contractual cash obligations. However, we may require capital in excessthe lenders to secure the obligations under the DIP Credit Agreement. Proceeds of the term loan facility may be used by the DIP Borrowers (i) to provide working capital to the Company and fund the costs of the administration of the Chapter 11 Cases and the consummation of the Approved Reorganization (as defined in the DIP Credit Agreement), (ii) to finance the Tender Offer and to pay fees and expenses associated therewith and (iii) as otherwise agreed in writing by the lenders. We entered into the DIP Credit Agreement Amendment on September 30, 2019. For further details, see “— Recent Events — Debtor-in-Possession Credit Agreement” above.
On August 12, 2019, we commenced the Tender Offer to purchase for cash our outstanding 8.75% Senior Secured Notes, up to an aggregate principal amount available from these sourcesthat will not result in an aggregate purchase price (including accrued and unpaid interest to, but not including, the settlement date) that exceeds $75,000,000. On September 11, 2019, we may needcompleted the Tender Offer, purchasing $74.8 million aggregate principal amount of the 8.75% Senior Secured Notes for $74.8 million, plus accrued and unpaid interest of $0.2 million, using borrowings under the DIP Credit Agreement.

On October 8, 2019, the Bankruptcy Court entered the Confirmation Order approving the Amended Disclosure Statement and confirming the Amended Plan. The Debtors expect that the Effective Date will occur as soon as all conditions precedent to seek additional sourcesthe Amended Plan have been satisfied. Although the Debtors are targeting occurrence of liquidity, complete aircraft salesthe Effective Date as soon as reasonably practicable, the Debtors can make no assurances as to when, or defer capital expenditures in orderultimately if, the Amended Plan will become effective. It is also possible that technical amendments could be made to have sufficient liquiditythe Amended Plan prior to satisfy operating needs, existing capital commitments and other contractual obligations.the Effective Date.
Exposure to Currency Fluctuations
See our discussion of the impact of market risk, including our exposure to currency fluctuations, on our financial position and results of operations discussed under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” included elsewhere in this Annual Report.


Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, whereas, in other circumstances, U.S. GAAP requires us to make estimates, judgments and assumptions that we believe are reasonable based upon information available. We base our estimates and judgments on historical experience, professional advice and various other sources that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. We believe that of our significant accounting policies, as discussed in Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report, the following involve a higher degree of judgment and complexity. Our management has discussed the development and selection of critical accounting policies and estimates with the Audit Committee of our board of directors and the Audit Committee has reviewed our disclosure.
Taxes
Our annual tax provision is based on expected taxable income, statutory rates and tax planning opportunities available to us in the various jurisdictions in which we operate. The determination and evaluation of our annual tax provision and tax positions involves the interpretation of the tax laws in the various jurisdictions in which we operate and requires significant judgment and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions and tax credits. Changes in tax laws, regulations, agreements, tax treaties and foreign currency exchange restrictions or our level of operations or profitability in each jurisdiction would impact our tax liability in any given year. We also operate in many jurisdictions where the tax laws relating to the offshore oil service industry are open to interpretation which could potentially result in tax authorities asserting additional tax liabilities. While our annual tax provision is based on the best information available at the time, a number of years may elapse before the ultimate tax liabilities in the various jurisdictions are determined.
We recognize foreign tax credits available to us to offset the U.S. income taxes due on income earned from foreign sources. These credits are limited by the total income tax on the U.S. income tax return as well as by the ratio of foreign source income in each statutory category to total income. In estimating the amount of foreign tax credits that are realizable, we estimate future taxable income in each statutory category. These estimates are subject to change based on changes in the market conditions in each statutory category and the timing of certain deductions available to us in each statutory category. We periodically reassess these estimates and record changes to the amount of realizable foreign tax credits based on these revised estimates. Changes to the amount of realizable foreign tax credits can be significant given any material change to our estimates on which the realizability of foreign tax credits is based.

We maintain reserves for estimated income tax exposures in jurisdictions of operation. The expenses reported for these taxes, including our annual tax provision, include the effect of reserve provisions and changes to reserves that we consider appropriate, as well as related interest. Tax exposure items primarily include potential challenges to intercompany pricing, disposition transactions and the applicability or rate of various withholding taxes. These exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to conclude that a revision of past estimates is appropriate. We believe that an appropriate liability has been established for estimated exposures. However, actual results may differ materially from these estimates. We review these liabilities quarterly. During fiscal year 2019, we had releases of reserves for estimated tax exposures of $2.3 million and during fiscal years 2018 2017 and 2016,2017, we had accruals and releases of reserves for estimated tax exposures of $5.4 million $0.2 million and $0.4$0.2 million, respectively. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of our provision for income taxes. As of March 31, 20182019 and 2017,2018, we had $6.7$4.3 million and $1.3$6.7 million, respectively, of unrecognized tax benefits, all of which would have an impact on our effective tax rate, if recognized.
We do not believe it is possible to reasonably estimate the potential effect of changes to the assumptions and estimates identified because the resulting change to our tax liability, if any, is dependent on numerous factors which cannot be reasonably estimated. These include, among others, the amount and nature of additional taxes potentially asserted by local tax authorities; the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local courts; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change in other countries. Our experience has been that the estimates and assumptions we have used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide and the potential exists that the tax resulting from the resolution of current and potential future tax controversies may differ materially from the amounts accrued.
Judgment is required in determining whether deferred tax assets will be realized in full or in part. When it is estimated to be more-likely-than-not that all or some portion of specific deferred tax assets, such as foreign tax credit carryovers or net operating loss carry forwards, will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that are estimated to not be realizable. As of March 31, 2018,2019, we have established deferred tax assets for foreign taxes we expect to be realizable. Our ability to realize the benefit of our deferred tax assets requires that we achieve certain future earnings levels

prior to the expiration of our foreign tax credit carryforwards. In the event that our earnings performance projections or future financial conditions do not indicate that we will be able to benefit from our deferred tax assets, valuation allowances would be established following the “more-likely-than-not” criteria. We periodically evaluate our ability to utilize our deferred tax assets and, in accordance with accounting guidance related to accounting for income taxes, will record any resulting adjustments that may be required to deferred income tax expense in the period for which an existing estimate changes. If our facts or financial results were to change, thereby impacting the likelihood of establishing and then realizing the deferred tax assets, judgment would have to be applied to determine changes to the amount of the valuation allowance in any given period. Such changes could result in either a decrease or an increase in our provision for income taxes, depending on whether the change in judgment resulted in an increase or a decrease to the valuation allowance. We continually evaluate strategies that could allow for the future utilization of our deferred tax assets.
We consider the earnings of certain foreign subsidiaries to be indefinitely invested outside the U.S. on the basis of estimates that future cash generation will be sufficient to meet future U.S. cash needs and specific plans for foreign reinvestment of those earnings. As such, as of March 31, 2018,2019, we have not provided for deferred taxes on the unremitted earnings of certain foreign subsidiaries that are indefinitely invested abroad of $517.9$442.0 million. Pursuant to the Act, these earnings were subject to the mandatory one-time transition tax and eligible to be repatriated to the U.S. without additional U.S. tax. Although these foreign earnings have been deemed to be repatriated from a U.S. federal income tax perspective, we have not yet completed our assessment of the U.S. tax reform on our plans to reinvest foreign earnings and as such have not changed our prior conclusion that the unremitted earnings are indefinitely reinvested. Accordingly, we have not provided deferred taxes on these unremitted earnings. If our expectations were to change, withholding and other applicable taxes incurred upon repatriation, if any, are not expected to have a significant impact on our results of operations.
WePursuant to the Act, as of March 31, 2018, we have provided U.S. federal income taxes as part of the mandatory one-time transition tax. Although these foreign earnings have been deemed to be repatriated from a U.S. federal income tax perspective, we have not changed our prior conclusion that the unremitted earnings are indefinitely reinvested. Accordingly, we have not provided for deferredincremental U.S. federal income taxes in circumstances where we expect that, due to the structureand foreign withholding taxes on these unremitted earnings of operations and applicable law, the operations in such jurisdictions will not give rise to future tax consequences. certain foreign subsidiaries.
Should our expectations change regarding the expected future tax consequences, we may be required to record additional U.S. federal deferred income taxes that could have a material adverse effect on our consolidated financial position, resultsresult of operations and cash flows.
On June 23, 2016, the U.K. voted to leave the E.U. The exact nature, process and timing of the U.K.’s exit from the E.U. are unknown. This has to date created business uncertainty: The U.K.’s future approach to E.U. freedom of movement; market volatility; fluctuations in foreign exchange rates; changes to commodity prices; interest rates; and potential changes to existing double tax treaties, all of which may impact us. Although it is too early to quantify the precise impact of the U.K.’s exit from the E.U., we will continue to monitor the economic consequences of the referendum.

Property and Equipment
Our net property and equipment represents 65%69% of our total assets as of March 31, 2018.2019. We determine the carrying value of these assets based on our property and equipment accounting policies, which incorporate our estimates, assumptions, and judgments relative to capitalized costs, useful lives and salvage values of our assets.
Our property and equipment accounting policies are also designed to depreciate our assets over their estimated useful lives. The assumptions and judgments we use in determining the estimated useful lives and residual values of our property and equipment reflect both historical experience and expectations regarding future operations, utilization and performance of our assets. The use of different estimates, assumptions and judgments in the establishment of property and equipment accounting policies, especially those involving the useful lives and residual values of our aircraft, would likely result in materially different net book values of our assets and results of operations.
Useful lives and residual values of aircraft are difficult to estimate due to a variety of factors, including changes in operating conditions or environment, the introduction of technological advances in aviation equipment, changes in market or economic conditions, including changes in demand for certain types of aircraft, and changes in laws or regulations affecting the aviation or offshore oil and gas industry. We evaluate the remaining useful lives of our aircraft when certain events occur that directly impact our assessment of their remaining useful lives. Our consideration of ultimate residual value takes into account current expectations of fair market value and the expected time to ultimate disposal. The determination of the ultimate value to be received upon sale depends largely upon the condition of the aircraft and the flight time left on the aircraft and major components until the next major maintenance check is required. The future value also depends on the aftermarket that exists as of that date, which can differ substantially over time.
We review our property and equipment for impairment when events or changes in circumstances indicate that the carrying value of assets or asset groups may be impaired or when reclassifications are made between property and equipment and assets held for sale.

Asset impairment evaluations for held for use asset groups are based on estimated undiscounted cash flows for the asset group being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, we would be required to recognize an impairment loss. When determining fair value, we utilize various assumptions, including projections of future cash flows. A change in these underlying assumptions will cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts. In such event, we would then be required to record a corresponding charge, which would reduce our earnings. We continue to evaluate our estimates and assumptions and believe that our assumptions, which include an estimate of future cash flows based upon the anticipated performance of the underlying contracts, are appropriate. Impairment evaluations for assets held for sale are based on estimates derived from historical experience with sales, recent transactions involving similar assets, quoted market prices for similar assets and condition and location of aircraft to be sold.
Supply and demand are the key drivers of aircraft idle time and our ability to contract our aircraft at economical rates. During periods of oversupply, it is not uncommon for us to have aircraft idled for extended periods of time, which could be an indication that an asset group may be impaired. In most instances our aircraft could be used interchangeably. In addition, our aircraft are generally equipped to operate throughout the world. Because our aircraft are mobile, we may move aircraft from a weak geographic market to a stronger geographic market if an adequate opportunity arises to do so. As such, our aircraft are considered to be interchangeable within classes or asset groups and accordingly, our impairment evaluation is made by asset group. Additionally, our management periodically makes strategic decisions related to our fleet that involve the possible removal of all or a substantial portion of specific aircraft types from our fleet, at which time these aircraft are reclassified to held for sale and subsequently sold or otherwise disposed of.
For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal date.
Where a determination has been made to exit an entire asset group, the asset group is reviewed for potential impairment. An impairment loss is recorded in the period in which it is determined that the aggregate carrying amount of assets within an asset group is not recoverable. This requires us to make judgments regarding long-term forecasts of future revenue and cost related to the assets subject to review. In turn, these forecasts are uncertain in that they require assumptions about demand for our services, future market conditions and technological developments. Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Given the nature of these evaluations and their application to specific asset groups and specific times, it is not possible to reasonably quantify the impact of changes in these assumptions.

Pension Benefits
Pension obligations are actuarially determined and are affected by assumptions including discount rates, compensation increases and employee turnover rates. The recognition of these obligations through the statement of operations is also affected by assumptions about expected returns on plan assets. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liabilities as necessary.
Three of the most critical assumptions are the expected long-term rate of return on plan assets, the assumed discount rate and the mortality rate. We evaluate our assumptions regarding the estimated long-term rate of return on plan assets based on historical experience and future expectations on investment returns, which are calculated by our third-party investment advisor utilizing the asset allocation classes held by the plans’ portfolios. We utilize a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for our U.K. plans. We base mortality rates utilized on actuarial research on these rates, which are adjusted to allow for expected mortality within our industry segment and, where available, individual plan experience data. Changes in these and other assumptions used in the actuarial computations could impact our projected benefit obligations, pension liabilities, pension expense and other comprehensive income. We base our determination of pension expense on a fair value valuation of assets and an amortization approach for assessed gains and losses that reduces year-to-year volatility. This approach recognizes investment and other actuarial gains or losses over the average remaining lifetime of the plan members. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets.
Allowance for Doubtful Accounts
We establish allowances for doubtful accounts on a case-by-case basis when we believe the payment of amounts owed to us is unlikely to occur. In establishing these allowances, we consider a number of factors, including our historical experience, changes in our client’s financial position and restrictions placed on the conversion of local currency to U.S. dollars, as well as disputes with clientscustomers regarding the application of contract provisions to our services.
We derive a significant portion of our revenue from services to major integrated oil and gas companies and government-owned or government-controlled oil and gas companies. Our receivables are concentrated in certain oil-producing countries. We

generally do not require collateral or other security to support client receivables. If the financial condition of our clientscustomers was to deteriorate or their access to freely-convertible currency was restricted, resulting in impairment of their ability to make the required payments, additional allowances may be required.
Inventory Allowance
We maintain inventory that primarily consists of spare parts to service our aircraft. We establish an allowance to distribute the cost of spare parts expected to be on hand at the end of an aircraft type’s life over the service lives of the related equipment, taking into account the estimated salvage value of the parts. Also, we periodically review the condition and continuing usefulness of the parts to determine whether the realizable value of this inventory is lower than its book value. Parts related to aircraft types that our management has determined will no longer be included in our fleet or will be substantially reduced in our fleet in future periods are specifically reviewed. If our valuation of these parts is significantly lower than the book value of the parts, an additional provision may be required.
Contingent Liabilities
We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities. Income for each reporting period includes revisions to contingent liability reserves resulting from different facts or information which becomes known or circumstances which change and affect our previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information which becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current period. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized.

Goodwill Impairment
We perform a test for impairment of our goodwill annually as of March 31 and whenever events or circumstances indicate impairment may have occurred. We typically first assess qualitative factors to determine if it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount and if a quantitative assessment should be performed. An entity may also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The qualitative factors typically considered during our assessment include the capital markets environment, global economic conditions, the demand for helicopter services, changes in our results of operations, the magnitude of the excess of fair value over the carrying amount of each reporting unit as determined in prior years’ quantitative testing and other factors.
We estimate the implied fair value of the reporting units using a variety of valuation methods, including the income and market approaches. The determination of estimated fair value require us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the reporting units, such as projected demand for our services and rates.
The income approach is based on a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. The future cash flows are projected based on our estimates of future rates for our services, utilization, operating costs, capital requirements, growth rates and terminal values. Forecasted rates and utilization take into account current market conditions and our anticipated business outlook. Operating costs are forecasted using a combination of our historical average operating costs and expected future costs, including ongoing cost reduction initiatives. Capital requirements in the discounted cash flow model are based on management’s estimates of future capital costs resulting from expected market demand in future periods. The estimated capital requirements include cash outflows for new aircraft, infrastructure and improvements. A terminal period is used to reflect our estimate of stable, perpetual growth. The future cash flows are discounted using a market-participant risk-adjusted weighted average cost of capital (“WACC”) for each of the reporting units and in total. These assumptions are derived from unobservable inputs and reflect management’s judgments and assumptions.
The market approach is based upon the application of price-to-earnings multiples to management’s estimates of future earnings adjusted for a control premium. Management’s earnings estimates are derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach.
For purposes of the goodwill impairment test, we calculate thea reporting units’unit’s estimated fair values as the average ofvalue utilizing the values calculated under the income approach and the market approach. As of March 31, 2018,2019, we had goodwill related to Airnorth. We performed a qualitativequantitative analysis and concluded it is more likely than not that the fair value of Airnorth is not less than the carrying value and, therefore, did not perform a quantitative analysis for Airnorth.value. Changes in assumptions used in the fair value calculation, such as changes to our forecasted results of operations, could result in an estimated reporting unit fair value that is below the carrying value, which may give rise to an impairment of goodwill.
We
During fiscal years 2019, 2018 and 2017, we did not evaluate the estimated fair value of our reporting units compared to our market capitalization.capitalization because the reporting units with goodwill did not represent a significant portion of our business. The estimates used to determine the fair value of the reporting units discussed above reflect management’s best estimates. Changes in the assumptionassumptions used in the fair value calculationcalculations could result in an estimated reporting unit fair value that is below the carrying value, which may give rise to an impairment of goodwill.
Recent Accounting Pronouncements
See Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report for discussion of recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk and interest rates as discussed below. The sensitivity analyses presented do not consider the effects that such adverse changes may have on overall economic activity, nor do they consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ. See the notes to our consolidated financial statements included in Item 8 of this Annual Report for a description of our accounting policies and other information related to these financial instruments.

Foreign Currency Risk
Through our foreign operations, we are exposed to currency fluctuations and exchange rate risks. The majority of our revenue and expense from our North Sea operations are in British pound sterling. Approximately 35% of our gross revenue for fiscal year 20182019 was translated for financial reporting purposes from British pound sterling into U.S. dollars. In addition, some of our contracts to provide services internationally provide for payment in foreign currencies. Our foreign currency exchange rate risk is even greater when our revenue is denominated in a currency different from the associated costs. We attempt to minimize our foreign currency exchange rate exposure by contracting the majority of our services other than our North Sea operations in U.S. dollars. During fiscal yearyears 2019 and 2018, we entered into foreign currency put option contracts of £5 million per month through November 2018February 2020 to protect against a portion of our foreign currency exchange risks related to our operating income. See Note 67 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report for discussion of these hedging transactions. During fiscal yearsyear 2017, and 2016, we did not enter into hedging transactions to protect against foreign currency exchange risks related to our operating income.

Throughout fiscal years 2019, 2018 2017 and 2016,2017, our primary foreign currency exposure has been to the British pound sterling, the euro, the Australian dollar, the Norwegian kroner, and the Nigerian naira. The value of these currencies has fluctuated relative to the U.S. dollar as indicated in the following table:
  Fiscal Years Ended March 31, 
  2018 2017 2016 
 One British pound sterling into U.S. dollars      
 High1.43
 1.48
 1.59
 
 Average1.33
 1.31
 1.51
 
 Low1.24
 1.21
 1.39
 
 At period-end1.40
 1.25
 1.44
 
 One euro into U.S. dollars      
 High1.25
 1.15
 1.16
 
 Average1.17
 1.10
 1.10
 
 Low1.06
 1.04
 1.06
 
 At period-end1.23
 1.07
 1.14
 
 One Australian dollar into U.S. dollars      
 High0.81
 0.78
 0.81
 
 Average0.77
 0.75
 0.74
 
 Low0.74
 0.72
 0.68
 
 At period-end0.77
 0.76
 0.77
 
 One Norwegian kroner into U.S. dollars      
 High0.1305
 0.1253
 0.1367
 
 Average0.1233
 0.1198
 0.1210
 
 Low0.1152
 0.1145
 0.1114
 
 At period-end0.1274
 0.1164
 0.1209
 
 One Nigerian naira into U.S. dollars      
 High0.0033
 0.0050
 0.0050
 
 Average0.0029
 0.0036
 0.0050
 
 Low0.0027
 0.0029
 0.0050
 
 At period-end0.0028
 0.0033
 0.0050
 
  Fiscal Years Ended March 31, 
  2019 2018 2017 
 One British pound sterling into U.S. dollars      
 High1.43
 1.43
 1.48
 
 Average1.31
 1.33
 1.31
 
 Low1.25
 1.24
 1.21
 
 At period-end1.30
 1.40
 1.25
 
 One euro into U.S. dollars      
 High1.24
 1.25
 1.15
 
 Average1.16
 1.17
 1.10
 
 Low1.12
 1.06
 1.04
 
 At period-end1.12
 1.23
 1.07
 
 One Australian dollar into U.S. dollars      
 High0.78
 0.81
 0.78
 
 Average0.73
 0.77
 0.75
 
 Low0.70
 0.74
 0.72
 
 At period-end0.71
 0.77
 0.76
 
 One Norwegian kroner into U.S. dollars      
 High0.1290
 0.1305
 0.1253
 
 Average0.1202
 0.1233
 0.1198
 
 Low0.1136
 0.1152
 0.1145
 
 At period-end0.1161
 0.1274
 0.1164
 
 One Nigerian naira into U.S. dollars      
 High0.0028
 0.0033
 0.0050
 
 Average0.0028
 0.0029
 0.0036
 
 Low0.0027
 0.0027
 0.0029
 
 At period-end0.0028
 0.0028
 0.0033
 
_______________ 
Source: FactSet and Oanda.com

Our earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of our unconsolidated affiliates. Earnings from unconsolidated affiliates, net of losses, decreased by $4.2 million, $2.0 million $3.2 million and $22.4$3.2 million during fiscal years 2019, 2018 2017 and 2016,2017, respectively, as a result of the impact of changes in foreign currency exchange rates on the earnings of our unconsolidated affiliates, primarily the impact of changes in the Brazilian real to U.S. dollar exchange rate on earnings for our affiliate in Brazil. The value of the Brazilian real has fluctuated relative to the U.S. dollar as indicated in the following table:
  Fiscal Years Ended March 31, 
  2018 2017 2016 
 One Brazilian real into U.S. dollars      
 High0.3244
 0.3267
 0.3437
 
 Average0.3108
 0.3036
 0.2816
 
 Low0.2995
 0.2702
 0.2378
 
 At period-end0.3009
 0.3150
 0.2822
 
  Fiscal Years Ended March 31, 
  2019 2018 2017 
 One Brazilian real into U.S. dollars      
 High0.3020
 0.3244
 0.3267
 
 Average0.2649
 0.3108
 0.3036
 
 Low0.2390
 0.2995
 0.2702
 
 At period-end0.2570
 0.3009
 0.3150
 
_______________ 
Source: FactSet and Oanda.com
We estimate that the fluctuation of these currencies for fiscal year 20182019 versus fiscal year 20172018 had the following effect on our financial condition and results of operations (in thousands): 
Revenue$14,150
 $(17,233) 
Operating expense(16,178) 22,847
 
Earnings from unconsolidated affiliates, net of losses1,237
 (2,207) 
Non-operating expense368
 (2,583) 
Income before provision for income taxes(423) 824
 
Provision from income taxes3,416
 310
 
Net income2,993
 1,134
 
Cumulative translation adjustment30,196
 (36,562) 
Total stockholders’ investment$33,189
 $(35,428) 
A hypothetical 10% change in the average U.S. dollar exchange rate relative to other currencies would have affected our revenue, operating expense and operating income for fiscal year 20182019 as follows:
British
pound
sterling
 Euro 
Australian
dollar
 Norwegian kroner Nigerian Naira
British
pound
sterling
 Euro 
Australian
dollar
 Norwegian kroner Nigerian Naira
Revenue3.5 % 0.1% 1.1% (1.0)% 0.1%3.5 % % 1.0% 1.1 % 0.1%
Operating expense2.6 % 0.1% 1.2% 1.0 % 0.2%2.8 % 0.1% 1.0% 1.0 % 0.2%
Operating income(26.7)% 2.5% 3.4% 3.0 % 4.0%(2.2)% 0.6% 0.5%  % 1.1%
The effect of the hypothetical change in foreign currency exchange rates ignores the effect this movement may have on other variables, including competitive risk. If it were possible to quantify the impact of competitive risk, the results could be different from the sensitivity effects shown above. In addition, all currencies may not uniformly strengthen or weaken relative to the U.S. dollar. In reality, some currencies may weaken while others may strengthen.
In the past three fiscal years, our stockholders’ investment has decreased by $16.9$33.3 million as a result of translation adjustments. Changes in foreign currency exchange rates could cause significant changes in our financial position and results of operations in the future.
As a result of the changes in foreign currency exchange rates, we recorded foreign currency transaction losses of $5.2 million, $2.6 million $2.9 million and $4.3$2.9 million during fiscal years 2019, 2018 2017 and 2016,2017, respectively.
A hypothetical 10% decrease in the value of the foreign currencies in which our business is denominated relative to the U.S. dollar as of March 31, 20182019 would result in a $35.8$16.4 million decrease in the fair value of our net monetary liabilities denominated in currencies other than U.S. dollars.

Credit Risk
The market for our services and products is primarily the offshore oil and gas industry, and our clientscustomers consist primarily of major integrated, national and independent oil and gas producers. Additionally, we provide public sector SAR services in the U.K. to the DfT. We perform ongoing credit evaluations of our clientscustomers and have not historically required collateral. We maintain allowances for potential credit losses.
Cash equivalents, which consist of funds invested in highly-liquid debt instruments with original maturities of 90 days or less, are held by major banks or investment firms, and we believe that credit risk in these instruments is minimal. We also manage our credit risk by not entering into complex financial transactions or those with a perceived high level of credit risk.
For more information on the impact of the global market conditions see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Market Outlook” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financial Condition and Sources of Liquidity” included elsewhere in this Annual Report.
Interest Rate Risk
As of March 31, 2018,2019, we had $1.5$1.4 billion of debt outstanding, of which $654.5$577.6 million carried a variable rate of interest. The market value of our fixed rate debt fluctuates with changes in interest rates. The fair value of our debt has been estimated in accordance with the accounting standard regarding fair value.value and has not been updated for any possible acceleration clauses. The fair value of our fixed rate long-term debt is estimated based on quoted market prices. The carrying and fair value of our long-term debt, including the current portion and excluding unamortized debt issuance costs, are as follows (in thousands):
  March 31, 
  2018 2017 
  
Carrying
Value
 Fair Value 
Carrying
Value
 Fair Value 
 6¼% Senior Notes due 2022$401,535
 $325,243
 $401,535
 $323,236
 
 
4½% Convertible Senior Notes due 2023 (1)
107,397
 158,772
 
 
 
 
8.75% Senior Secured Notes due 2023 (2)
346,610
 353,500
 
 
 
 Term Loan
 
 261,907
 261,907
 
 Term Loan Credit Facility
 
 45,900
 45,900
 
 Revolving Credit Facility
 
 139,100
 139,100
 
 Lombard Debt211,087
 211,087
 196,832
 196,832
 
 Macquarie Debt185,028
 185,028
 200,000
 200,000
 
 PK Air Debt230,000
 230,000
 
 
 
 Airnorth Debt13,832
 13,832
 16,471
 16,471
 
 Eastern Airways Debt14,519
 14,519
 15,326
 15,326
 
 Other Debt3,991
 3,991
 16,293
 16,293
 
  $1,513,999
 $1,495,972
 $1,293,364
 $1,215,065
 
  March 31, 
  2019 2018 
  
Carrying
Value
 Fair Value 
Carrying
Value
 Fair Value 
 6¼% Senior Notes due 2022$401,535
 $75,288
 $401,535
 $325,243
 
 
4½% Convertible Senior Notes due 2023 (1)
112,944
 28,923
 107,397
 158,772
 
 
8.75% Senior Secured Notes due 2023 (2)
347,400
 252,000
 346,610
 353,500
 
 Lombard Debt183,450
 183,450
 211,087
 211,087
 
 Macquarie Debt171,028
 171,028
 185,028
 185,028
 
 PK Air Debt212,041
 212,041
 230,000
 230,000
 
 Airnorth Debt11,058
 11,058
 13,832
 13,832
 
 Eastern Airways Debt
 
 14,519
 14,519
 
 Other Debt9,168
 9,168
 3,991
 3,991
 
  $1,448,624
 $942,956
 $1,513,999
 $1,495,972
 
_____________ 
(1) The carrying value is net of unamortized discount of $36.4$30.8 million as of March 31, 2018.2019.
(2) The carrying value is net of unamortized discount of $3.4$2.6 million as of March 31, 2018.2019.
If prevailing market interest rates had been 1% higher as of March 31, 2018,2019, and all other factors affecting our debt remained the same, the fair value of the 6¼% Senior Notes, 4½% Convertible Senior Notes and 8.75% Senior Secured Notes would have decreased by $32.6$9.6 million, or 3.9%2.7%. Under comparable sensitivity analysis as of March 31, 2017,2018, the fair value of the 6 ¼%6¼% Senior Notes, 4½% Convertible Senior Notes and 8.75% Senior Secured Notes would have decreased by $13.9$32.6 million, or 4.3%3.9%.

Item 8. Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The
To the Stockholders and Board of Directors and Stockholders
Bristow Group Inc.:

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Bristow Group Inc. and subsidiaries (the Company) as of March 31, 20182019 and 2017, and2018, the related consolidated statements of operations, comprehensive loss, cash flows, and stockholders’ investment and redeemable noncontrolling interest for each of the years in the three-year period ended March 31, 2018,2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2018,2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated May 23, 2018October 28, 2019, expressed an unqualifiedadverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and its liquidity outlook, along with the risks and uncertainties related to its Chapter 11 voluntary petition, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers as of April 1, 2018 due to the adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2003.
Houston, Texas
May 23, 2018October 28, 2019

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018
2017
20162019
2018
2017
          
(In thousands, except per share amounts)(In thousands, except per share amounts)
Gross revenue:









Operating revenue from non-affiliates$1,317,295

$1,276,374

$1,550,638
$1,259,529

$1,317,295

$1,276,374
Operating revenue from affiliates67,129

71,476

78,909
48,378

56,142

59,056
Reimbursable revenue from non-affiliates60,538

52,652

85,966
61,755

60,538

52,652

1,444,962

1,400,502

1,715,513
1,369,662

1,433,975

1,388,082

Operating expense:









Direct cost1,123,168

1,103,984

1,227,541
1,079,747

1,123,287

1,103,087
Reimbursable expense59,346

50,313

81,824
59,482

59,346

50,313
Depreciation and amortization124,042

118,748

136,812
124,899

124,042

118,748
General and administrative184,987

195,367

224,645
182,113

184,987

195,367

1,491,543

1,468,412

1,670,822
1,446,241

1,491,662

1,467,515

Loss on impairment(91,400) (16,278) (55,104)(117,220) (91,400) (16,278)
Loss on disposal of assets(17,595)
(14,499)
(30,693)(27,843)
(17,595)
(14,499)
Earnings from unconsolidated affiliates, net of losses6,738

6,945

261
4,317

18,699

20,339

Operating loss(148,838)
(91,742)
(40,845)(217,325)
(147,983)
(89,871)
          
Interest expense, net(77,060) (49,919) (34,128)(110,076) (77,060) (49,919)
Other expense, net(3,076)
(2,641)
(4,258)(8,898)
(2,957)
(3,538)
Loss before benefit (provision) for income taxes(228,974)
(144,302)
(79,231)(336,299)
(228,000)
(143,328)
Benefit (provision) for income taxes30,891

(32,588)
2,082
161

30,891

(32,588)
Net loss(198,083)
(176,890)
(77,149)(336,138)
(197,109)
(175,916)
Net loss attributable to noncontrolling interests2,425

6,354

4,707
Net (income) loss attributable to noncontrolling interests(709)
2,425

6,354
Net loss attributable to Bristow Group(195,658)
(170,536)
(72,442)$(336,847)
$(194,684)
$(169,562)
Accretion of redeemable noncontrolling interests
 
 (1,498)
Net loss attributable to common stockholders$(195,658) $(170,536) $(73,940)

Loss per common share:









Basic$(5.54)
$(4.87)
$(2.12)$(9.42)
$(5.52)
$(4.84)
Diluted$(5.54)
$(4.87)
$(2.12)$(9.42)
$(5.52)
$(4.84)

Cash dividends declared per common share$0.07

$0.28

$1.09
$

$0.07

$0.28
The accompanying notes are an integral part of these consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
(In thousands)(In thousands)
Net loss$(198,083) $(176,890) $(77,149)$(336,138) $(197,109) $(175,916)
Other comprehensive loss:          
Currency translation adjustments25,927
 (21,636) (21,604)(36,382) 25,927
 (21,636)
Pension liability adjustment, net of tax (benefit) provision of ($2.6 million), $4.0 million and $4.4 million, respectively12,333
 (11,511) 705
Unrealized loss on cash flow hedges, net of tax benefit of $0.1 million, zero and zero, respectively(346) 
 
Pension liability adjustment, net of tax (benefit) provision of ($1.6 million), ($2.6 million), and $4.0 million, respectively(5,291) 12,333
 (11,511)
Unrealized loss on cash flow hedges, net of tax (benefit) provision of $0.1 million, ($0.1 million) and zero, respectively(42) (346) 
Total comprehensive loss(160,169) (210,037) (98,048)(377,853) (159,195) (209,063)
          
Net loss attributable to noncontrolling interests2,425
 6,354
 4,707
Net (income) loss attributable to noncontrolling interests(709) 2,425
 6,354
Currency translation adjustments attributable to noncontrolling interests4,269
 (5,311) 1,409
(180) 4,269
 (5,311)
Total comprehensive loss attributable to noncontrolling interests6,694
 1,043
 6,116
Total comprehensive (income) loss attributable to noncontrolling interests(889) 6,694
 1,043
Total comprehensive loss attributable to Bristow Group(153,475) (208,994) (91,932)$(378,742) $(152,501) $(208,020)
Accretion of redeemable noncontrolling interests
 
 (1,498)
Total comprehensive loss attributable to common stockholders$(153,475) $(208,994) $(93,430)
The accompanying notes are an integral part of these consolidated financial statements.


BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
March 31,March 31,
2018
20172019
2018
      
(In thousands)(In thousands)
ASSETS
Current assets:





Cash and cash equivalents$380,223

$96,656
$178,055

$380,223
Accounts receivable from non-affiliates233,386

198,129
203,631

233,386
Accounts receivable from affiliates13,594

8,786
13,160

13,594
Inventories129,614

124,911
121,308

129,614
Assets held for sale30,348

38,246
5,350

30,348
Prepaid expenses and other current assets47,234

41,143
44,009

47,234
Total current assets834,399

507,871
565,513

834,399
Investment in unconsolidated affiliates126,170

210,162
118,203

131,527
Property and equipment – at cost:





Land and buildings250,040

231,448
244,273

250,040
Aircraft and equipment2,511,131

2,622,701
2,497,622

2,511,131

2,761,171

2,854,149
2,741,895

2,761,171
Less – Accumulated depreciation and amortization(693,151)
(599,785)(907,715)
(693,151)

2,068,020

2,254,364
1,834,180

2,068,020
Goodwill19,907

19,798
18,436

19,907
Other assets116,506

121,652
116,267

116,506
Total assets$3,165,002

$3,113,847
$2,652,599

$3,170,359
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
LIABILITIES AND STOCKHOLDERS’ INVESTMENTLIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:





Accounts payable$101,270

$98,215
$99,573

$101,270
Accrued wages, benefits and related taxes62,385

59,077
48,151

67,334
Income taxes payable8,453

15,145
3,646

8,453
Other accrued taxes7,378

9,611
6,729

7,378
Deferred revenue15,833

19,911
11,932

15,833
Accrued maintenance and repairs28,555

22,914
24,337

28,555
Accrued interest16,345

12,909
17,174

16,345
Other accrued liabilities65,978

46,679
38,679

65,978
Deferred taxes

830
Short-term borrowings and current maturities of long-term debt56,700

131,063
1,418,630

1,475,438
Total current liabilities362,897

416,354
1,668,851

1,786,584
Long-term debt, less current maturities1,429,834

1,150,956
8,223

11,096
Accrued pension liabilities37,034

61,647
25,726

37,034
Other liabilities and deferred credits36,952

28,899
26,229

36,952
Deferred taxes115,192

154,873
111,203

115,192
Commitments and contingencies (Note 7)


Redeemable noncontrolling interest
 6,886
Commitments and contingencies (Note 8)


Stockholders’ investment:





Common stock, $.01 par value, authorized 90,000,000; outstanding: 35,526,625 and 35,213,991 shares (exclusive of 1,291,441 treasury shares)382

379
Common stock, $.01 par value, authorized 90,000,000; outstanding: 35,918,916 and 35,526,625 shares (exclusive of 1,291,441 treasury shares)386

382
Additional paid-in capital852,565

809,995
862,020

852,565
Retained earnings793,783

991,906
455,598

794,191
Accumulated other comprehensive loss(286,094)
(328,277)(327,989)
(286,094)
Treasury shares, at cost (2,756,419 shares)(184,796)
(184,796)(184,796)
(184,796)
Total Bristow Group stockholders’ investment1,175,840

1,289,207
805,219

1,176,248
Noncontrolling interests7,253

5,025
7,148

7,253
Total stockholders’ investment1,183,093

1,294,232
812,367

1,183,501
Total liabilities, redeemable noncontrolling interest and stockholders’ investment$3,165,002

$3,113,847
Total liabilities and stockholders’ investment$2,652,599

$3,170,359
The accompanying notes are an integral part of these consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
(In thousands)(In thousands)
Cash flows from operating activities:  
Net loss$(198,083) $(176,890) $(77,149)$(336,138) $(197,109) $(175,916)
Adjustments to reconcile loss to net cash provided by operating activities:          
Depreciation and amortization124,042
 118,748
 136,812
124,899
 124,042
 118,748
Deferred income taxes(49,334) 15,720
 (51,643)(14,454) (49,334) 15,720
Write-off of deferred financing fees2,969
 923
 

 2,969
 923
Discount amortization on long-term debt1,701
 1,606
 1,000
6,337
 1,701
 1,606
Loss on disposal of assets17,595
 14,499
 30,693
27,843
 17,595
 14,499
Loss on impairment91,400
 16,278
 55,104
117,220
 91,400
 16,278
Deferral of lease payments3,991
 
 
5,094
 3,991
 
Stock-based compensation10,436
 12,352
 21,181
6,382
 10,436
 12,352
Equity in earnings from unconsolidated affiliates less than (in excess of) dividends received(3,780) (4,438) 2,619
3,806
 (4,754) (5,412)
Increase (decrease) in cash resulting from changes in:          
Accounts receivable(32,459) 23,759
 46,608
19,197
 (32,459) 23,759
Inventories(2,154) (1,958) (3,380)(7,473) (2,154) (1,958)
Prepaid expenses and other assets11,913
 1,267
 493
1,543
 11,913
 1,267
Accounts payable(3,385) 15,052
 13,316
4,487
 (3,385) 15,052
Accrued liabilities6,070
 (19,713) (34,035)(55,058) 6,070
 (19,713)
Other liabilities and deferred credits(466) (5,668) (23,388)(13,122) (466) (5,668)
Net cash provided by (used in) operating activities(19,544) 11,537
 118,231
(109,437) (19,544) 11,537
Cash flows from investing activities:          
Capital expenditures(46,287) (135,110) (372,375)(40,902) (46,287) (135,110)
Proceeds from asset dispositions48,740
 18,471
 60,035
13,813
 48,740
 18,471
Investment in unconsolidated affiliate
 
 (4,410)
Proceed from sale of consolidated affiliate965
 
 
Proceeds from OEM cost recoveries94,463
 
 

 94,463
 
Deposit received on aircraft held for sale
 290
 

 
 290
Net cash provided by (used in) investing activities96,916
 (116,349) (316,750)(26,124) 96,916
 (116,349)
Cash flows from financing activities:          
Proceeds from borrowings896,874
 708,267
 928,802
470
 896,874
 708,267
Payment of contingent consideration
 (10,000) (9,453)
 
 (10,000)
Debt issuance costs(20,560) (8,010) (5,139)(2,599) (20,560) (8,010)
Repayment of debt and debt redemption premiums(671,567) (570,328) (677,003)(61,052) (671,567) (570,328)
Purchase of 4½% Convertible Senior Notes call option(40,393) 
 

 (40,393) 
Proceeds from issuance of warrants30,259
 
 

 30,259
 
Partial prepayment of put/call obligation(49) (49) (55)(54) (49) (49)
Acquisition of noncontrolling interests
 
 (7,309)
Dividends paid to noncontrolling interest(331) (2,533) (153)(580) (331) (2,533)
Common stock dividends paid(2,465) (9,831) (38,076)
 (2,465) (9,831)
Issuance of common stock2,830
 
 
Repurchases for tax withholdings on vesting of equity awards(2,740) (835) (2,205)(2,157) (2,740) (835)
Net cash provided by financing activities189,028
 106,681
 189,409
Net cash provided by (used in) financing activities(63,142) 189,028
 106,681
Effect of exchange rate changes on cash and cash equivalents17,167
 (9,523) 9,274
(3,465) 17,167
 (9,523)
Net increase (decrease) in cash and cash equivalents283,567
 (7,654) 164
(202,168) 283,567
 (7,654)
Cash and cash equivalents at beginning of period96,656
 104,310
 104,146
380,223
 96,656
 104,310
Cash and cash equivalents at end of period$380,223
 $96,656
 $104,310
$178,055
 $380,223
 $96,656
Supplemental disclosure of non-cash investing activities:     
Deferred sale leaseback advance$
 $
 $18,285
Completion of deferred sale leaseback$
 $
 $(74,480)
Aircraft sold for future spare parts and maintenance$
 $
 $1,228
Aircraft purchased with short-term borrowings$
 $
 $24,394
     

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

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT AND REDEEMABLE NONCONTROLLING INTEREST
(In thousands, except share amounts)
  Total Bristow Group Stockholders’ Investment      Total Bristow Group Stockholders’ Investment    
Redeemable Noncontrolling Interest 
Common
Stock
(Shares)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Noncontrolling
Interests
 
Total
Stockholders’
Investment
Redeemable Noncontrolling Interest 
Common
Stock
(Shares)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Noncontrolling
Interests
 
Total
Stockholders’
Investment
March 31, 2015$26,223
 34,838,374
 $376
 $781,837
 $1,284,442
 $(270,329) $(184,796) $7,256
 $1,618,786
Issuance of common stock
 138,369
 1
 18,784
 
 
 
 
 18,785
Acquisition of noncontrolling interest(5,467) 
 
 552
 
 
 
 
 552
Distributions paid to noncontrolling interests
 
 
 
 
 
 
 (55) (55)
Dividends paid to noncontrolling interest
 
 
 
 (153) 
 
 
 (153)
Common stock dividends ($1.09 per share)
 
 
 
 (38,076) 
 
 
 (38,076)
Currency translation adjustments(1,070) 
 
 
 
 
 
 2,479
 2,479
Net income(5,711) 
 
 
 (72,442) 
 
 1,004
 (71,438)
Accretion of noncontrolling interests1,498
 
 
 
 (1,498) 
 
 
 (1,498)
Other comprehensive loss
 
 
 
 
 (19,490) 
 
 (19,490)
March 31, 201615,473
 34,976,743
 377
 801,173
 1,172,273
 (289,819) (184,796) 10,684
 1,509,892
$15,473
 34,976,743
 $377
 $801,173
 $1,170,733
 $(289,819) $(184,796) $10,684
 $1,508,352
Issuance of common stock
 237,248
 2
 8,822
 
 
 
 
 8,824

 237,248
 2
 8,822
 
 
 
 
 8,824
Distributions paid to noncontrolling interests
 
 
 
 
 
 
 (49) (49)
 
 
 
 
 
 
 (49) (49)
Dividends paid to noncontrolling interest
 
 
 
 
 
 
 (2,533) (2,533)
 
 
 
 
 
 
 (2,533) (2,533)
Common stock dividends ($0.28 per share)
 
 
 
 (9,831) 
 
 
 (9,831)
 
 
 
 (9,831) 
 
 
 (9,831)
Currency translation adjustments(1,739) 
 
 
 
 
 
 (3,572) (3,572)(1,739) 
 
 
 
 
 
 (3,572) (3,572)
Net loss(6,848) 
 
 
 (170,536) 
 
 495
 (170,041)
Net income(6,848) 
 
 
 (169,562) 
 
 495
 (169,067)
Other comprehensive loss
 
 
 
 
 (38,458) 
 
 (38,458)
 
 
 
 
 (38,458) 
 
 (38,458)
March 31, 20176,886
 35,213,991
 379
 809,995
 991,906
 (328,277) (184,796) 5,025
 1,294,232
6,886
 35,213,991
 379
 809,995
 991,340
 (328,277) (184,796) 5,025
 1,293,666
Issuance of common stock
 312,634
 3
 9,805
 
 
 
 
 9,808

 312,634
 3
 9,805
 
 
 
 
 9,808
Acquisition of noncontrolling interests(6,121) 
 
 6,121
 
 
 
 
 6,121
(6,121) 
 
 6,121
 
 
 
 
 6,121
Reclassification from redeemable noncontrolling interest to noncontrolling interests(835) 
 
 
 
 
 
 835
 835
(835) 
 
 
 
 
 
 835
 835
Equity component of 4½% Convertible Senior Notes issued
 
 
 36,778
 
 
 
 
 36,778

 
 
 36,778
 
 
 
 
 36,778
Purchase of 4½% Convertible Senior Notes call option
 
 
 (40,393) 
 
 
 
 (40,393)
 
 
 (40,393) 
 
 
 
 (40,393)
Proceeds from issuance of warrants
 
 
 30,259
 
 
 
 
 30,259
Proceeds from warrant
 
 
 30,259
 
 
 
 
 30,259
Distributions paid to noncontrolling interests
 
 
 
 
 
 
 (49) (49)
 
 
 
 
 
 
 (49) (49)
Dividends paid to noncontrolling interest
 
 
 
 
 
 
 (331) (331)
 
 
 
 
 
 
 (331) (331)
Common stock dividends ($0.07 per share)
 
 
 
 (2,465) 
 
 
 (2,465)
 
 
 
 (2,465) 
 
 
 (2,465)
Currency translation adjustments4,163
 
 
 
 
 
 
 106
 106
4,163
 
 
 
 
 
 
 106
 106
Net loss(4,093) 
 
 
 (195,658) 
 
 1,667
 (193,991)(4,093) 
 
 
 (194,684) 
 
 1,667
 (193,017)
Other comprehensive loss
 
 
 
 
 42,183
 
 
 42,183
March 31, 2018
 35,526,625
 382
 852,565
 794,191
 (286,094) (184,796) 7,253
 1,183,501
Adoption of new accounting guidance (1)

 
 
 
 (1,746) 
 
 
 (1,746)
Issuance of common stock
 392,291
 4
 8,863
 
 
 
 
 8,867
Tax impact of 4½% Convertible Senior Notes
 
 
 592
 
 
 
 
 592
Distributions paid to noncontrolling interests
 
 
 
 
 
 
 (54) (54)
Dividends paid to noncontrolling interest
 
 
 
 
 
 
 (580) (580)
Currency translation adjustments
 
 
 
 
 
 
 (180) (180)
Net loss
 
 
 
 (336,847) 
 
 709
 (336,138)
Other comprehensive income
 
 
 
 
 42,183
 
 
 42,183

 
 
 
 
 (41,895) 
 
 (41,895)
March 31, 2018$
 35,526,625
 $382
 $852,565
 $793,783
 $(286,094) $(184,796) $7,253
 $1,183,093
March 31, 2019$
 35,918,916
 $386
 $862,020
 $455,598
 $(327,989) $(184,796) $7,148
 $812,367
_____________
(1)
Cumulative-effect adjustment upon the adoption of new accounting guidance related to current and deferred income taxes for intra-entity transfer of assets other than inventory. For further details, see Note 1.
The accompanying notes are an integral part of these consolidated financial statements.

BRISTOW GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations
Bristow Group Inc., a Delaware corporation (together with its consolidated entities, unless the context requires otherwise, “Bristow Group”, the “Company”, “we”, “us”, or “our”), is the leading provider of industrial aviation services to the worldwide offshore energy industry based on the number of aircraft operated. With a fleet of 405378 aircraft as of March 31, 2018,2019, including 110 held by unconsolidated affiliates, we and our affiliates conduct major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore energy producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. We and our affiliates also provide private sector search and rescue (“SAR”) services in Australia, Canada, Norway, Russia, Trinidad and the United States, and public sector SAR services in the U.K. on behalf of the Maritime & Coastguard Agency. Certain of our affiliates also provide regional fixed wing scheduled and charter services in the U.K., Nigeria and Australia.Australia and until May 10, 2019 in the U.K.
Basis of Presentation
The consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities after elimination of all significant intercompany accounts and transactions. Investments in affiliates in which we have a majority voting interest and entities that meet the criteria of Variable Interest Entities (“VIEs”) of which we are the primary beneficiary are consolidated. See discussion of VIEs in Note 2.3. We apply the equity method of accounting for investments in entities if we have the ability to exercise significant influence over an entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest entity criteria, but for which we are not deemed to be the primary beneficiary. We apply the cost method of accounting for investments in other entities if we do not have the ability to exercise significant influence over the unconsolidated affiliate. These investments in private companies are carried at cost and are adjusted only for capital distributions and other-than-temporary declines in value. Dividends from cost method investments are recognized in earnings from unconsolidated affiliates, net of losses, when paid.
Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ended March 31, 20182019 is referred to as fiscal year 20182019.
Certain reclassifications of prior period information have been made to conform to the presentation of the current period information as a result of an adoption of a required accounting standard. In prior period financial statements, we had included employee taxes paid for withheld shares as a cash flow operating activity.pension-related costs (which include interest costs, amortization of pension-related costs from prior periods, and the gains or losses on plan assets) in direct cost. During fiscal year 2018,2019, we have reclassified employee taxes paid for withheld sharesthese pension-related costs to be presented as a cash flow financing activityincluded in other income (expense) as a result of the adoption of new accounting standards effective April 1, 2017.2018. These reclassifications had no effect on our consolidated statements of operationscash flows or our consolidated balance sheetsheets as previously reported.

94

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Immaterial Corrections to Prior Period Financial Information
The consolidated statements of operations, consolidated statements of comprehensive loss, consolidated balance sheets and consolidated statements of changes in stockholders’ investment and redeemable noncontrolling interest reflect immaterial adjustments to the historical balances in investment in unconsolidated affiliates, retained earnings, revenue and earnings from unconsolidated affiliates, net of losses for the years ended March 31, 2017, 2018 and 2019. The adjustment stems from our initial purchase price accounting for our Cougar Helicopters Inc. (“Cougar”) acquisition in October 2012 and subsequent accounting for the maintenance support services agreement and intangible asset. We made these adjustments in accordance with GAAP to reclassify a portion of the earnings from the maintenance support services agreement recorded as revenue to earnings from unconsolidated affiliates and to change the amortization period of the intangible asset included in the Cougar investment from 20 years to an indefinite life. We evaluated the materiality of the errors from both a quantitative and qualitative perspective and concluded that the errors were immaterial to our prior period interim and annual consolidated financial statements. Since the revisions were not material to any prior period interim or annual consolidated financial statements, no amendments to previously filed interim or annual periodic reports were required. Consequently, we revised the historical consolidated financial information presented herein. Given the historical nature of the adjustments, we recorded a correction within the consolidated statements of stockholders’ investment and redeemable noncontrolling interest to retained earnings for March 31, 2016 and 2017 of $3.4 million and $4.4 million, respectively. In addition, below are amounts as reported and as adjusted for each year presented (in thousands, except per share amounts):
 March 31, 2018      
 As reported Adjustment As restated      
            
Investment in unconsolidated affiliates$126,170
 $5,357
 $131,527
      
Retained earnings$788,834
 $5,357
 $794,191
      
Total Bristow Group stockholders’ investment$1,170,891
 $5,357
 $1,176,248
      
Total stockholders’ investment$1,178,144
 $5,357
 $1,183,501
      
            
 For the year ended March 31, 2018 For the year ended March 31, 2017
 As reported Adjustment As restated As reported Adjustment As restated
            
Revenue$1,444,962
 $(10,987) $1,433,975
 $1,400,502
 $(12,420) $1,388,082
Earnings from unconsolidated affiliates, net of losses$6,738
 $11,961
 $18,699
 $6,945
 $13,394
 $20,339
Operating loss$(148,957) $974
 $(147,983) $(90,845) $974
 $(89,871)
Loss before provision for income taxes$(228,974) $974
 $(228,000) $(144,302) $974
 $(143,328)
Net loss$(198,083) $974
 $(197,109) $(176,890) $974
 $(175,916)
Net loss attributable to Bristow Group$(195,658) $974
 $(194,684) $(170,536) $974
 $(169,562)
Basic loss per common share$(5.54) $0.02
 $(5.52) $(4.87) $0.03
 $(4.84)
Diluted loss per common share$(5.54) $0.02
 $(5.52) $(4.87) $0.03
 $(4.84)
Total comprehensive loss$(160,169) $974
 $(159,195) $(210,037) $974
 $(209,063)
Total comprehensive loss attributable to Bristow Group$(153,475) $974
 $(152,501) $(208,994) $974
 $(208,020)
There was no impact to net cash provided by (used in) operating activities, investing activities or financing activities reported within the consolidated statement of cash flows for the fiscal years ended March 31, 2017 and 2018 or any prior period.

95

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Going Concern, Bankruptcy and Restructuring Support Agreement
The Company’s liquidity outlook has recently changed, resulting in substantial doubt about the Company’s ability to continue as a going concern. On May 11, 2019 (the “Petition Date”), Bristow Group Inc. and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On May 10, 2019, we entered into a restructuring support agreement (the “Initial RSA”) with (i) certain holders of the Company’s 8.75% Senior Secured Notes due 2023 (the “8.75% Senior Secured Notes”) and (ii) the guarantors of the 8.75% Senior Secured Notes (the “Secured Guarantors”), to support a restructuring of the Company (the “Restructuring”). On June 27, 2019, we entered into an amendment and restatement of the Initial RSA and on July 24, 2019, we entered into a second amendment and restatement thereof (as so amended and restated, the “Second Amended RSA”), with a group of holders representing approximately 99.3% of the 8.75% Senior Secured Notes (the “Supporting Secured Noteholders”), the Secured Guarantors and a group of holders representing approximately 73.6% (together with the Supporting Secured Noteholders, the “Supporting Noteholders”) of the 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) and the 4½% Convertible Senior Notes due 2023 combined (the “4½% Convertible Senior Notes” and, together with the 6¼% Senior Notes, the “Unsecured Notes”). The Second Amended RSA contemplates that we will implement the Restructuring on the amended terms set forth in the term sheet contained in an exhibit to the Second Amended RSA (the “Restructuring Term Sheet”) pursuant to a Chapter 11 plan of reorganization and the various related transactions set forth in or contemplated by the Restructuring Term Sheet, the DIP Term Sheet (as defined herein) and the other restructuring documents attached to the Second Amended RSA.
The Second Amended RSA contains certain covenants on the part of each of the Company and the Supporting Noteholders, including limitations on the Supporting Noteholders’ ability to pursue alternative transactions, commitments by the Supporting Noteholders to vote in favor of the Chapter 11 plan and commitments of the Company and the Supporting Noteholders to negotiate in good faith to finalize the documents and agreements governing the Chapter 11 plan. The Second Amended RSA also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Second Amended RSA.
The Company expects to continue operations in the normal course during the pendency of the Chapter 11 Cases.
On August 1, 2019, the Debtors filed with the Bankruptcy Court the Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates and the Disclosure Statement related thereto. On August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates (as further modified on August 22, 2019, the “Amended Plan”) and the Disclosure Statement related thereto (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On August 26, 2019, the Bankruptcy Court entered an order conditionally approving the Amended Disclosure Statement and approving the Debtors’ commencement of solicitation of votes on the Amended Plan. On September 16, 2019, the Debtors filed with the Bankruptcy Court a supplement to the Amended Plan, which included various documentation related to the Amended Plan, including, among other things, a form of warrant agreement, a form of registration rights agreement, a form of stockholders agreement and forms of organizational documents for the reorganized Company. Prior to the hearing to confirm the Amended Plan held on October 4, 2019, the Debtors filed additional documentation, including a partial list of the directors expected to be named to the reorganized Company and additional information about our post-emergence management incentive program. On October 4, 2019, the Bankruptcy Court approved the Amended Disclosure Statement and indicated that it would confirm the Amended Plan. On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the Amended Plan.
The Debtors expect that the effective date of the Amended Plan (the “Effective Date”) will occur as soon as all conditions precedent to the Amended Plan have been satisfied. Although the Debtors are targeting occurrence of the Effective Date as soon as reasonably practicable, the Debtors can make no assurances as to when, or ultimately if, the Amended Plan will become effective. It is also possible that technical amendments could be made to the Amended Plan prior to the Effective Date.
The consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of substantial doubt as to the Company’s ability to continue as a going concern.

96

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Summary of Significant Accounting Policies
Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Areas where accounting estimates are made by management include:
Allowances for doubtful accounts;
Inventory allowances;
Property and equipment;
Goodwill, intangible and other long-lived assets;
Pension benefits;
Contingent liabilities; and
Taxes.
Cash and Cash Equivalents — Our cash equivalents include funds invested in highly-liquid debt instruments with original maturities of 90 days or less.

79

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounts Receivable — Trade and other receivables are stated at net realizable value. We grant short-term credit to our clients,customers, primarily major integrated, national and independent oil and gas companies. We establish allowances for doubtful accounts on a case-by-case basis when a determination is made that the required payment is unlikely to occur. In establishing these allowances, we consider a number of factors, including our historical experience, change in our clients’customers’ financial position and restrictions placed on the conversion of local currency into U.S. dollars, as well as disputes with clientscustomers regarding the application of contract provisions to our services. Also included in accounts receivable as of March 31, 2019 and 2018 is $0.7 million and $19.8 million, respectively, for cash collateralization of letters of credit.
The following table is a rollforward of the allowance for doubtful accounts from non-affiliates (in thousands):
     
 Fiscal Year Ended March 31,
 2018 2017 2016
Balance – beginning of fiscal year$4,498
 $5,562
 $859
Additional allowances1,463
 575
 6,638
Write-offs and collections(2,657) (1,639) (1,935)
Balance – end of fiscal year$3,304
 $4,498
 $5,562
During fiscal year 2016, the allowance for doubtful accounts for non-affiliates was increased primarily for amounts due from two clients in Nigeria and one client in Australia for which we no longer believed collection was probable.
 Fiscal Year Ended March 31,
 2019 2018 2017
Balance – beginning of fiscal year$3,304
 $4,498
 $5,562
Additional allowances1,073
 1,463
 575
Write-offs and collections(2,760) (2,657) (1,639)
Balance – end of fiscal year$1,617
 $3,304
 $4,498
As of March 31, 20182019 and 2017,2018, there were no allowances for doubtful accounts related to accounts receivable due from affiliates.
Inventories — Inventories are stated at the lower of average cost or net realizable value and consist primarily of spare parts. The following table is a rollforward of the allowance related to dormant, obsolete and excess inventory (in thousands):
     
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
Balance – beginning of fiscal year$21,514
 $27,763
 $45,414
$26,030
 $21,514
 $27,763
Impairment of inventories
 7,572
 5,439

 
 7,572
Additional allowances6,355
 1,617
 192
2,140
 6,355
 1,617
Inventory disposed and scrapped(3,353) (14,635) (22,428)(7,427) (3,353) (14,635)
Foreign currency effects1,514
 (803) (854)(1,295) 1,514
 (803)
Balance – end of fiscal year$26,030
 $21,514
 $27,763
$19,448
 $26,030
 $21,514
During fiscal years 2019, 2018 2017 and 2016,2017, we increased our inventory allowance by $2.1 million, $6.4 million $1.6 million and $0.2$1.6 million, respectively, as a result of our periodic assessment of inventory that was dormant or obsolete within our operational fleet of aircraft. For discussion of impairment of inventories, see Loss on Impairment below. The impairment of inventories is included in loss on impairment and additional allowances are included in direct costs on our consolidated statements of operations.

97

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Prepaid Expenses and Other Current Assets — As of March 31, 20182019 and 2017,2018, prepaid expenses and other current assets included the short-term portion of contract acquisition and pre-operating costs totaling $10.8$9.8 million and $9.7$10.8 million, respectively, related to SAR contracts in the U.K. and two client contracts in Norway. These contract acquisition and pre-operating costs are recoverable under the contracts and are being expensed over the terms of the contracts. During fiscal years 20182019 and 2017,2018, we expensed $11.4$10.1 million and $16.9$11.4 million, respectively, due to the start-up of these contracts and the cancellation of a contract in Australia.
Property and Equipment — Property and equipment are stated at cost. Property and equipment includes construction in progress, primarily consisting of progress payments on aircraft purchases, in-process aircraft modification, equipment and facility construction, of $67.7$51.7 million and $199.3$67.7 million as of March 31, 20182019 and 20172018, respectively. Interest costs applicable to the construction of qualifying assets are capitalized as a component of the cost of such assets.

80

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of aircraft generally range from 5 to 15 years, and the residual value used in calculating depreciation of aircraft generally ranges from 30% to 50% of cost. The estimated useful lives for buildings on owned properties range from 15 to 30 years. Other depreciable assets are depreciated over estimated useful lives ranging from 3 to 15 years, except for leasehold improvements which are depreciated over the lesser of the useful life of the improvement or the lease term (including any period where we have options to renew if it is probable that we will renew the lease). The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and the resulting gains or losses are included in gain (loss) on disposal of assets.
We capitalize betterments and improvements to our aircraft and depreciate such costs over the remaining useful lives of the aircraft. Betterments and improvements increase the life or utility of an aircraft. 
For further details on property and equipment, see Note 3.4.
Goodwill — Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill has an indefinite useful life and is not amortized but is assessed for impairment annually or when events or changes in circumstances indicate that a potential impairment exists.
Goodwill of $19.9$18.4 million and $19.8$19.9 million as of March 31, 20182019 and 20172018, respectively, related to our Asia Pacific reporting units wereunit was as follows (in thousands):
Europe Caspian Asia Pacific TotalTotal
March 31, 2016$10,026
 $19,964
 $29,990
Foreign currency translation(1,320) (166) (1,486)
Impairments(8,706) 
 (8,706)
March 31, 2017
 19,798
 19,798
$19,798
Foreign currency translation
 109
 109
109
March 31, 2018$
 $19,907
 $19,907
19,907
Foreign currency translation(1,471)
March 31, 2019$18,436
 
Accumulated goodwill impairment of $50.9 million as of both March 31, 20182019 and 20172018 related to our reporting units as follows (in thousands):
 Europe Caspian Africa Americas Corporate and other Total
March 31, 2016$(25,177) $(6,179) $(576) $(10,223) $(42,155)
Impairments(8,706) 
 
 
 (8,706)
March 31, 2017(33,883) (6,179) (576) (10,223) (50,861)
Impairments
 
 
 
 
March 31, 2018$(33,883) $(6,179) $(576) $(10,223) $(50,861)
Europe Caspian$(33,883)
Africa(6,179)
Americas(576)
Corporate and other(10,223)
Total accumulated goodwill impairment$(50,861)
For further discussion of impairment of goodwill, see Loss on Impairment below.

8198

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Intangible Assets — Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values. Intangible assets by type were as follows (in thousands):
Client
contracts
 
Client
relationships
 Trade name and trademarks Internally developed software Licenses Total
Client
relationships
 Trade name and trademarks Internally developed software Licenses Total
                    
Gross Carrying AmountGross Carrying Amount
March 31, 2016$8,170
 $12,779
 $5,008
 $1,149
 $752
 $27,858
Foreign currency translation(1) (27) (525) (87) (6) (646)
March 31, 20178,169
 12,752
 4,483
 1,062
 746
 27,212
$12,752
 $4,483
 $1,062
 $746
 $19,043
Foreign currency translation
 25
 395
 45
 9
 474
25
 395
 45
 9
 474
March 31, 2018$8,169
 $12,777
 $4,878
 $1,107
 $755
 $27,686
12,777
 4,878
 1,107
 755
 19,517
Foreign currency translation(98) (259) (13) (2) (372)
March 31, 2019$12,679
 $4,619
 $1,094
 $753
 $19,145
                    
Accumulated AmortizationAccumulated Amortization
March 31, 2016$(8,062) $(10,600) $(636) $(480) $(601) $(20,379)
Amortization expense(93) (471) (272) (205) (56) (1,097)
March 31, 2017(8,155) (11,071) (908) (685) (657) (21,476)$(11,071) $(908) $(685) $(657) $(13,321)
Amortization expense(14) (301) (305) (230) (62) (912)(301) (305) (230) (62) (898)
March 31, 2018$(8,169) $(11,372) $(1,213) $(915) $(719) $(22,388)(11,372) (1,213) (915) (719) (14,219)
Impairments
 (2,933) (72) 
 (3,005)
Amortization expense(234) (142) (107) (34) (517)
March 31, 2019$(11,606) $(4,288) $(1,094) $(753) $(17,741)
                    
Weighted average remaining contractual life, in years0.0
 4.7
 12.0
 0.8
 0.6
 5.8
6.8
 *
 0.0
 0.0
 6.8
_____________ 
*Trade name and trademarks relating to Airnorth were determined to have indefinite useful lives and therefore were not amortized, but instead are tested for impairment on an annual basis.
Future amortization expense of intangible assets for each of the fiscal years ending March 31 are as follows (in thousands):
 
2019$780
2020476
$158
2021476
158
2022476
158
2023477
158
2024158
Thereafter2,613
614
$5,298
$1,404
The Bristow Norway and Eastern Airways International Limited (“Eastern Airways”) acquisitions, completed in October 2008 and February 2014, respectively, included in our Europe Caspian region, resulted in intangible assets for client contracts, client relationships, trade names and trademarks, internally developed software and licenses. On May 10, 2019, we sold Eastern Airways. The Capiteq Limited, operating under the name Airnorth, acquisition completed in January 2015, included in our Asia Pacific region, resulted in intangible assets for client contracts, client relationships and trade name and trademarks. For discussion of impairment of long-lived assets, including purchased intangibles subject to amortization, see Loss on Impairment below.
Other Assets — In addition to the intangible assets discussed above, other assets primarily include deferred tax assets of $42.6$52.0 million and $34.8$42.6 million as of March 31, 20182019 and 2017,2018, respectively, and the long-term portion of contract acquisition and pre-operating costs totaling $50.6$37.1 million and $51.1$50.6 million as of March 31, 20182019 and 2017,2018, respectively, related to SAR contracts in the U.K. and two client contracts in Norway, which are recoverable under the contracts and are being expensed over the life of the contracts.

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Contingent Liabilities — We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities. Results for each reporting period include revisions to contingent liability reserves resulting from different facts or information which becomes known or circumstances which change and affect our previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information which becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current period. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized. Legal costs are expensed as incurred.

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Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized in gain (loss) on disposal of assets when we have received proof of loss documentation or are otherwise assured of collection of these amounts.
Some of our acquisitions include a provision that provides for additional consideration to be paid to the sellers of the acquired company based on the achievement of specified performance thresholds.  In such cases, we record the obligations to pay those amounts at fair value at the acquisition date and include such obligations in the consideration transferred. We assess the estimated fair value of the contractual obligation to pay the contingent consideration on a quarterly basis and any changes in estimated fair value are recorded as accretion expense included in depreciation and amortization on our consolidated statements of operations. In other cases, additional consideration is based on the achievement of performance thresholds and continued employment with the Company. In these cases, we record such amounts in general and administrative expense when such additional consideration is earned.
Loss on Impairment
Loss on impairment includes the following (in thousands):
  Fiscal Year Ended March 31, 
  2018 2017 2016 
 Impairment of inventories$5,717
 $7,572
 $5,439
 
 Impairment of investment in unconsolidated affiliates85,683
 
 
 
 Impairment of goodwill
 8,706
 41,579
 
 Impairment of other long-lived assets
 
 8,086
 
  $91,400
 $16,278
 $55,104
 
 Fiscal Year Ended March 31,
 2019 2018 2017
Impairment of property and equipment$104,939
 $
 $
Impairment of inventories9,276
 5,717
 7,572
Impairment of investment in unconsolidated affiliates
 85,683
 
Impairment of intangibles3,005
 
 
Impairment of goodwill
 
 8,706
 $117,220
 $91,400
 $16,278
For details on our analysis of impairment of property and equipment, inventories, investment in unconsolidated affiliates, goodwill and other long-lived assets, see discussion below.
Property and equipment Prior to September 30, 2018, we had been actively marketing our H225 aircraft with the expectation of a substantial return of the aircraft to oil and gas service. However, market conditions and more significantly, the recent development of alternative opportunities outside of our traditional oil and gas service for our H225 aircraft and our decision to pursue those opportunities during the three months ended September 30, 2018, indicated a substantial return to oil and gas service within our operations was not likely. Therefore, as of September 30, 2018, we concluded that cash flows associated with our H225 helicopters were largely independent from the cash flows associated with the remainder of our oil and gas related property and equipment (“oil and gas asset group”) and should be tested for impairment as a stand-alone asset group. In accordance with Accounting Standard Codification (“ASC”) 360-10, we performed an impairment analysis for our stand-alone H225 asset group and determined that the forecasted cash flows over the remaining useful life of the asset group were insufficient to recover the carrying value of the asset group. We determined the fair value of the H225 asset group to be $116.4 million and recorded an impairment charge of $87.5 million. In addition, we performed a review of our H225 aircraft related inventory and recorded an impairment charge of $8.9 million to record the inventory at the lower of cost or net realizable value. These impairments are included in our Corporate and other region in Note 12. The inputs used in our fair value estimates were from Level 3 of the fair value hierarchy discussed in Note 6.
  The removal of the H225 aircraft from our oil and gas asset group and changes in our forecasted cash flows for that asset group as of September 30, 2018 indicated the need for the performance of a recoverability analysis of the oil and gas asset group. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of our oil and gas asset group, which largely consists of our oil and gas related held for use aircraft. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services, rates and anticipated aircraft disposal values. We determined that the estimated future undiscounted cash flows exceeded the carrying value for our oil and gas asset group as of September 30, 2018, and no impairment was recorded on these assets.

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The subsequent event filing of the Chapter 11 Cases, largely driven by the prolonged downturn in the offshore oil and gas industry, was identified as an indicator of potential impairment for conditions that could have existed at March 31, 2019 for our oil and gas asset group, necessitating the performance of a recoverability analysis of the oil and gas asset group. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of our oil and gas asset group, which largely consists of our oil and gas related held for use aircraft. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services, rates and anticipated aircraft disposal values. We determined that the estimated future undiscounted cash flows exceeded the carrying value for our oil and gas asset group as of March 31, 2019, and no impairment was recorded on these assets. Future declines in operating performance, aircraft disposal values, anticipated business outlook, or projected aircraft deliveries currently accounted for as construction in progress may reduce our estimated future undiscounted cash flows and result in impairment of our oil and gas asset group. We will continue to assess the impact the Chapter 11 Cases will have on future recoverability analysis. In addition, we may elect to take certain actions allowed as a result of the Chapter 11 Cases which may have an adverse impact on our estimated future undiscounted cash flows, including the rejection of certain aircraft purchase contracts.
 In addition, changes in our forecasted cash flows as of September 30, 2018 indicated the need for the performance of a recoverability analysis for the airline related assets of Eastern Airways. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of the airline related assets of Eastern Airways for potential impairment. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services and rates. We determined that the estimated future undiscounted cash flows were below the carrying value for our airline related assets of Eastern Airways as of September 30, 2018.  We determined the fair value of the asset group to be $20.5 million and recorded an impairment charge of $17.5 million.  As part of our impairment review of the airline assets of Eastern Airways, we also recorded impairments of $3.0 million related to the remaining intangible assets and $0.3 million related to inventory in fiscal year 2019. These impairments are included in our Europe and Caspian region in Note 12. The inputs used in our fair value estimates were from Level 3 of the fair value hierarchy discussed in Note 6.
The sale of Eastern Airways on May 10, 2019 was identified as an indicator of potential impairment for conditions that could have existed at March 31, 2019, necessitating the performance of a recoverability analysis for the airline related assets of Eastern Airways. In accordance with ASC 360-10, we estimate future undiscounted cash flows to test the recoverability of the airline related assets of Eastern Airways for potential impairment. The determination of estimated future undiscounted cash flows required us to use significant unobservable inputs, including assumptions related to projected demand for services and rates. We determined that the estimated future undiscounted cash flows were below the carrying value for our airline related assets of Eastern Airways as of March 31, 2019.  We determined the fair value of the asset group at March 31, 2019 to be consistent with those values utilized to record impairment charges at September 30, 2018, and therefore, no further impairment was required as of March 31, 2019.
No further triggers to review our assets for impairment exist as of March 31, 2019.
Inventories During fiscal years 2019, 2018 2017 and 2016,2017, we recorded impairment charges of $9.3 million, $5.7 million $7.6 million and $5.4$7.6 million, respectively, to write-down certain spare parts within inventories to market value. As discussed above, in fiscal year 2019 we performed a review of our H225 aircraft related inventory and recorded an impairment charge of $8.9 million to record the inventory at the lower of cost or net realizable value and as part of our impairment review of the airline assets of Eastern Airways, we also recorded impairment of $0.3 million. The impairment charges in fiscal year 2018 were recorded to impair inventory used in our training fleet at Bristow Academy, Inc. (“Bristow Academy”) ($1.2 million) and our fixed wing operations at Eastern Airways ($4.5 million) as a result of changes in expected future utilization of aircraft within those operations. TheseThe charges in both fiscal years 2019 and 2018 were recorded as a direct reduction in the value of spare parts inventories to record them at net realizable value. The impairment charges in fiscal year 2017 were recorded primarily due to a change in estimate of consumption of inventory and the continued decline in the secondary market for inventory resulting from our decision to cease operation of certain older model aircraft within our fleet in fiscal year 2017. The impairment chargescharge recorded in fiscal year 2016 related primarily to spare parts held for a large aircraft model where we decided to accelerate removal from our fleet by the end of fiscal year 2016. As we had intended to operate these model types longer in certain markets, we identified excess inventory that would not be used on our aircraft and therefore needed to be sold or otherwise disposed of. The charges recorded in fiscal years 2017 and 2016 werewas recorded as additional allowances required against spare parts supporting the specific aircraft model types.
Investment in Unconsolidated Affiliates — We perform regular reviews of each investee’s financial condition, the business outlook for its products and services, and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties raising capital to continue operations, and when we expect the decline to be other-than-temporary, the investment is written down to fair value. Actual results may vary from estimates due to the uncertainty regarding the projected financial performance of investees, the severity and expected duration of declines in value, and the available liquidity in the capital markets to support the continuing operations of the investees in which we have investments. In fiscal year 2018, we recorded an $85.7 million impairment to our investment in Líder Táxi Aéreo S.A. (“Líder”) in our Americas region. For further details, see below. We did not recognize any impairment charges related to our investments in unconsolidated affiliates in fiscal years 20172019 and 2016.2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


We own an approximate 20% voting interest and a 41.9% economic interest in Líder, a provider of helicopter and executive aviation services in Brazil. Líder’s management has significantly decreased their future financial projections as a result of recent tender awards announced by their largest client, Petrobras. This significant decline in future forecasted results, coupled with previous declining financial results, triggered our review of the investment for potential other-than-temporary impairment as of March 31, 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We estimated the fair value of our investment in Líder as of March 31, 2018 using a variety of valuation methods, including the income and market approaches. The determination of estimated fair value required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the investment, such as projected demand for services and rates.
The income approach was based on a discounted cash flow model, which utilized present values of cash flows to estimate fair value. The future cash flows were projected based on estimates of future rates for services, utilization, operating costs, capital requirements, growth rates and terminal values. Forecasted rates and utilization take into account current market conditions and our anticipated business outlook, both of which have been impacted by the adverse changes in the offshore energy business environment from the current downturn. Operating costs were forecasted using a combination of historical average operating costs and expected future costs, including ongoing cost reduction initiatives. Capital requirements in the discounted cash flow model were based on management’s estimates of future capital costs resulting from expected market demand in future periods. The estimated capital requirements included cash outflows for new aircraft, infrastructure and improvements. A terminal period was used to reflect our estimate of stable, perpetual growth. The future cash flows were discounted using a market-participant risk-adjusted weighted average cost of capital (“WACC”). These assumptions were derived from unobservable inputs and reflect management’s judgments and assumptions.
The market approach was based upon the application of price-to-earnings multiples to management’s estimates of future earnings. Management’s earnings estimates were derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach.
For purposes of the Líder impairment test, we calculated the estimated fair value as the weighted average of the values calculated under the income approach and the market approach.
Goodwill As discussed above, we test goodwill for impairment on an annual basis or when events or changes in circumstances indicate that a potential impairment exists. For the purposes of performing an analysis of goodwill, we evaluate whether there are reporting units below the reporting segment we disclose for segment reporting purposes by assessing whether our regional management typically reviews results and whether discrete financial information exists at a lower level.
During the three months ended September 30, 2015, we noted rapid and significant declines in the market value of our common stock and an overall reduction in expected operating results resulting from the downturn in the oil and gas industry due to reduced crude oil prices. The impact on our results was reflected in an increase in the number of idle aircraft and reduction in forecasted results across our global oil and gas helicopter operations, and was reflected in reduced operating revenue for our business for the three months ended September 30, 2015, when excluding growth from the U.K. SAR contract and the addition of Airnorth. Based on these factors, we concluded that the fair value of our goodwill could have fallen below its carrying value and that an interim period analysis of goodwill was required.
We performed our analysis of goodwill for the following reporting units as of September 30, 2015, with goodwill as reflected below prior to any impairment recorded:    
Bristow Norway, within our Europe Caspian region, which included $12.1 million of goodwill;
Eastern Airways, within our Europe Caspian region, which included $24.6 million of goodwill;
Airnorth, within our Asia Pacific region, which included $21.9 million of goodwill;
Our Africa region, which included $5.9 million of goodwill; and
Bristow Academy, within Corporate and other, which included $10.2 million of goodwill.
We performed the interim impairment test of goodwill across the reporting units discussed above, noting that the estimated fair values of Eastern Airways, Airnorth and our Africa region exceeded the carrying values. The estimated fair values of Bristow Norway and Bristow Academy were below their carrying values, resulting in an impairment of all of the goodwill for those reporting units of $22.3 million reflected in loss on impairment in our statement of operations during fiscal year 2016. We updated the impairment analysis as of March 31, 2016 for the Eastern Airways, Airnorth and our Africa region. The estimated fair value of Airnorth exceeded the carrying value. The estimated fair value of Eastern Airways and our Africa region was below the carrying value, resulting in an impairment of a portion of the goodwill for Eastern Airways of $13.1 million and all of the goodwill for Africa of $6.2 million reflected in our loss on impairment in our statement of operations during fiscal year 2016.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the three months ended December 31, 2016, we noted an overall reduction in expected operating results for Eastern Airways from the continued downturn in the oil and gas market and performed an interim impairment test of goodwill for Eastern Airways. Based on this factor, we concluded that the fair value of our goodwill could have fallen below its carrying value and that an interim period analysis of goodwill was required.
We performed the interim impairment test of goodwill for Eastern Airways as of December 31, 2016, noting that the estimated fair value of Eastern Airways was below its carrying value, resulting in an impairment of all of the remaining goodwill related to Eastern Airways and a loss of $8.7 million reflected in loss on impairment in our statement of operations for fiscal year 2017.
The only remaining goodwill recorded as of March 31, 2019 and 2018 relates to Airnorth within our Asia Pacific region. As of March 31, 2019, we elected to perform a quantitative analysis to determine if the fair value of the reporting unit was less than its carrying value, necessitating the impairment of goodwill. The quantitative analysis demonstrated a fair value in excess of the reporting unit’s carrying value and no impairment of goodwill was necessary. We did not have any triggering events to test Airnorth for impairment during fiscal years 2018 or 2017.year 2018.
We estimated the implied fair value of the reporting units using a variety of valuation methods, including the income and market approaches. The determination of estimated fair value required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the reporting units, such as projected demand for our services and rates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income approach was based on a discounted cash flow model, which utilized present values of cash flows to estimate fair value. The future cash flows were projected based on our estimates of future rates for our services, utilization, operating costs, capital requirements, growth rates and terminal values. Forecasted rates and utilization take into account current market conditions and our anticipated business outlook, both of which have been impacted by the adverse changes in the offshore energy business environment from the current downturn. Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, including ongoing cost reduction initiatives. Capital requirements in the discounted cash flow model were based on management’s estimates of future capital costs resulting from expected market demand in future periods. The estimated capital requirements included cash outflows for new aircraft, infrastructure and improvements. A terminal period was used to reflect our estimate of stable, perpetual growth. The future cash flows were discounted using a market-participant risk-adjusted WACC for each of the reporting units individually and in the aggregate. These assumptions were derived from unobservable inputs and reflect management’s judgments and assumptions.
The market approach was based upon the application of price-to-earnings multiples to management’s estimates of future earnings adjusted for a control premium. Management’s earnings estimates were derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach.
For purposes of the Eastern Airways goodwill impairment test, we calculated the reporting units’unit’s estimated fair value as the average of the values calculated under the income approach and the market approach.approach and for the Airnorth goodwill impairment test, we calculated the reporting unit’s estimated fair value under the income approach and cross-checked the result to earnings multiples implied by the trading of comparable companies and historical transitions.
During fiscal year 2016,years 2019, 2018 and 2017, we evaluateddid not evaluate the estimated fair value of our reporting units compared to our market capitalization. The aggregate fair values of our reporting units exceeded our market capitalization and we believe the resulting implied control premium was reasonable based on recent market transactions within our industry or other relevant benchmark data. During fiscal years 2018 and 2017, this calculation was not performed because the reporting unitunits with goodwill did not represent a significant portion of our business.
The estimates used to determine the fair value of the reporting units discussed above reflect management’s best estimates, and we believe they are reasonable. Future declines in the reporting units’ operating performance or our anticipated business outlook may reduce the estimated fair value of these reporting units and result in additional impairments. Factors that could have a negative impact on the fair value include, but are not limited to:
decreases in estimated rates and utilization due to greater-than-expected market pressures, downtime and other risks associated with offshore energy operations;
sustained declines in our common stock price;
decreases in revenue due to our inability to attract and retain skilled personnel;
changes in worldwide offshore energy transportation supply and demand, competition or technology;
changes in future levels of drilling activity and expenditures, whether as a result of global capital markets and liquidity, prices of oil and natural gas or otherwise, which may cause our clientscustomers to further reduce offshore production and drilling activities;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

possible cancellation or suspension of contracts as a result of mechanical difficulties, performance or other reasons;
inability to manage costs during the current downturn and in future periods;
increases in the market-participant risk-adjusted WACC; and
declines in anticipated growth rates.
Adverse changes in one or more of these factors could result in additional goodwill impairment in future periods.
Other Long-lived Assets — Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of an asset group to be held and used exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. See discussion of impairment of property and equipment above and in Note 4. See discussion of assets held for sale and property and equipment in Note 3. During4. As part of our impairment review of the airline assets of Eastern Airways during fiscal year 2016,2019, we also recorded an impairmentimpairments of our Eastern Airways purchased intangibles in our Europe Caspian region of $8.1$3.0 million related to our client relationships. In fiscal year 2016, we noted an overall reduction in expected operating results for Eastern Airways from the continued downturn in the oil and gas market and performed impairment tests of intangibles for Eastern Airways. The fair value of Eastern Airways intangibles was estimated using the income approach. The income approach indicates value for a subject asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required market rate of return that reflects the relative risk of achieving the cash flows and the time value of money.
Other Accrued Liabilities — Other accrued liabilities of $66.0 million and $46.7 million as of March 31, 2018 and 2017, respectively, includes the following (in thousands):
 March 31,
 2018 2017
Accrued lease costs$11,708
 $5,601
Deferred OEM cost recovery (1)
8,082
 
Eastern overdraft liability8,989
 5,829
Accrued property and equipment4,874
 3,546
Deferred gain on sale leasebacks1,305
 1,655
Other operating accruals31,020
 30,048
 $65,978
 $46,679
_______________
(1)
See Note 3 for further details on deferred original equipment manufacturer (“OEM”) cost recovery.
Deferred Sale Leaseback Advance — During fiscal year 2014, we received payment of approximately $106.1 million for progress payments we had made on seven aircraft under construction, and we assigned any future payments due on these construction agreements to the purchaser. As we had the obligation and intent to lease the aircraft back from the purchaser upon completion, we recorded a liability equal to the cash received and additional payments made by the purchaser totaling $147.4 million, with a corresponding increase to construction in progress. During fiscal year 2015, we took delivery and entered into leases for five of the aircraft and removed a total of $183.7 million and $182.6 million from construction in progress and deferred sale leaseback advance, respectively, on our consolidated balance sheet. During fiscal year 2016, we took delivery and entered into leases for the remaining two aircraft and removed a total of $75.8 million and $74.3 million from construction in progress and deferred sale leaseback advance, respectively, on our consolidated balance sheet. As of March 31, 2016, the construction in progress and deferred sale leaseback advance liability related to these deferred sale leaseback transactions were removed from our consolidated balance sheet.
Revenue Recognition — In general, we recognize revenue when it is both realized or realizable and earned. We consider revenue to be realized or realizable and earned when the following conditions exist: there is persuasive evidence of an arrangement (generally a client contract exists); the services or products have been performed or delivered to the client; the sales price is fixed or determinable; and collection has occurred or is probable.intangible assets discussed above.

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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue from helicopter services, including SAR services, is recognized based on contractual ratesOther Accrued Liabilities — Other accrued liabilities of $38.7 million and $66.0 million as the related services are performed. The charges under these contracts are generally based on a two-tier rate structure consisting of a daily or monthly fixed fee plus additional fees for each hour flown. These contracts are for varying periodsMarch 31, 2019 and generally permit the client to cancel the contract before the end of the term. We also provide services to clients on an “ad hoc” basis, which usually entails a shorter contract notice period and duration. The charges for ad hoc services are based on an hourly rate or a daily or monthly fixed fee plus additional fees for each hour flown. In order to offset potential increases in operating costs, our long-term contracts may provide for periodic increases in the contractual rates charged for our services. We recognize the impact of these rate increases when the criteria outlined above have been met. This generally2018, respectively, includes written recognition from the clients that they are in agreement with the amount of the rate escalation. Cost reimbursements from clients are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on our consolidated statements of operations.
Eastern Airways and Airnorth primarily earn revenue through charter and scheduled airline services and provision of airport services (Eastern Airways only). Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Revenue is recognized at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Airport services revenue is recognized when earned.
Prior to the sale on November 1, 2017, Bristow Academy, our helicopter training unit, primarily earned revenue from military training, flight training provided to individual students and ground school courses. We recognized revenue from these sources using the same revenue recognition principles described above as services were provided. We consider revenue to be realized or realizable and earned when the following conditions exist: there is persuasive evidence(in thousands):
 March 31,
 2019 2018
Accrued lease costs$6,017
 $11,708
Deferred OEM cost recovery (1)
3,997
 8,082
Eastern overdraft liability (2)

 8,989
Accrued property and equipment997
 4,874
Deferred gain on sale leasebacks1,305
 1,305
Other operating accruals26,363
 31,020
 $38,679
 $65,978
_______________
(1)
See Note 4 for further details on deferred original equipment manufacturer (“OEM”) cost recovery.
(2)
Eastern Airways overdraft liability related to its revolving credit facility, which matured on December 31, 2018.
Revenue Recognition — See Note 2 for a discussion of an arrangement (generally a contract exists); the services have been performed or delivered to the client or student; the sales price is fixed and determinable; and collection has occurred or is probable.revenue recognition.
Pension Benefits — See Note 910 for a discussion of our accounting for pension benefits.
Maintenance and Repairs — We generally charge maintenance and repair costs, including major aircraft component overhaul costs, to earnings as the costs are incurred. However, certain major aircraft components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as power-by-the hour maintenance agreements. Under these agreements, we are charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur. To the extent that we have not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on our consolidated balance sheets. From time to time, we receive credits from our original equipment manufacturers as settlement for additional labor and maintenance expense costs incurred for aircraft performance issues. We record these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services. The cost of certain major overhauls on owned fixed-wing aircraft operated by Eastern Airways and Airnorth are capitalized when incurred and depreciated over the period until the next expected major overhaul. The cost of major overhauls on leased fixed-wing aircraft operated by Eastern Airways and Airnorth are charged to maintenance and repair costs when incurred.
Taxes — We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of our assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. We record a valuation reserve when we believe that it is more likely than not that any deferred income tax asset created will not be realized.
In assessing the realizability of deferred income tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which such temporary differences become deductible.
We recognize tax benefits attributable to uncertain tax positions when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The benefit from a position that has surpassed the more-likely-than-not threshold is the largest amount of benefit that is more than 50% likely to be realized upon settlement. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of benefit (provision) for income taxes in our statement of operations.

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Foreign Currency — In preparing our financial statements, we must convert all non-U.S. dollar currencies to U.S. dollars. Balance sheet information is presented based on the exchange rate as of the balance sheet date, and statement of operations information is presented based on the average foreign currency exchange rate for the period. The various components of stockholders’ investment are presented at their historical average exchange rates. The resulting difference after applying the different foreign currency exchange rates is the foreign currency translation adjustment, which is reported in stockholders’ investment as accumulated other comprehensive gains or losses. Foreign currency transaction gains and losses are recorded in other income (expense), net in our statement of operations and result from the effect of changes in exchange rates on transactions denominated

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in currencies other than a company’s functional currency, including transactions between consolidated companies. An exception is made where an intercompany loan or advance is deemed to be of a long-term investment nature, in which instance foreign currency transaction gains or losses are included as currency translation adjustments and are reported in stockholders’ investment as accumulated other comprehensive gains or losses. Changes in foreign currency exchange rates could cause significant changes in our financial position and results of operations in the future.
As a result of changes in foreign currency exchange rates, we recorded foreign currency transaction losses of approximately $5.2 million, $2.6 million $2.9 million and $4.3$2.9 million during fiscal years 20182019, 20172018 and 20162017, respectively. Our earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of our unconsolidated affiliates. During fiscal years 20182019, 20172018 and 20162017, earnings from unconsolidated affiliates, net of losses, decreased by $4.2 million, $2.0 million $3.2 million and $22.4$3.2 million, respectively, as a result of the impact of changes in foreign currency exchange rates on the earnings of our unconsolidated affiliates, primarily the impact of changes in the Brazilian real to U.S. dollar exchange rate on earnings for our affiliate in Brazil. See further discussion of foreign exchange risks and controls under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” included elsewhere in this Annual Report.
Derivative Financial Instruments — See Note 67 for a discussion of our accounting for derivative financial instruments.
Incentive Compensation — See Note 910 for a discussion of our accounting for incentive compensation arrangements.
Interest Income (Expense), Net — During fiscal years 2019, 2018 2017 and 2016,2017, interest expense, net consisted of the following (in thousands):
  Fiscal Year Ended March 31, 
  2018 2017 2016 
 Interest income$677
 $943
 $1,058
 
 Interest expense(77,737) (50,862) (35,186) 
 Interest expense, net$(77,060) $(49,919) $(34,128) 
  Fiscal Year Ended March 31, 
  2019 2018 2017 
 Interest income$3,424
 $677
 $943
 
 Interest expense(113,500) (77,737) (50,862) 
 Interest expense, net$(110,076) $(77,060) $(49,919) 
Other Income (Expense), Net — The amounts for fiscal years 20182019, 20172018 and 20162017 primarily include the foreign currency transaction gains and losses described under “Foreign Currency” above.above and pension-related costs (which include interest costs, amortization of pension-related costs from prior periods, and the gains or losses on plan assets).
Accretion of Redeemable Noncontrolling Interest Accretion of redeemableRedeemable noncontrolling interest of $1.5 million for fiscal year 2016was related to put arrangements whereby the noncontrolling interest holders could require us to redeem the remaining shares of Airnorth (prior to repurchasing the remaining 15% of the outstanding shares in November 2015 discussed in Note 2) and Eastern Airways (prior to repurchasing the remaining 40% of the outstanding shares in January 2018 discussed Note 2)3) at a formula-based amount that is not considered fair value (the “redemption amount”). No accretion of redeemable noncontrolling interest was recorded in fiscal years 2018 or 2017. Redeemable noncontrolling interest was adjusted each period for comprehensive income, dividends attributable to the noncontrolling interest and changes in ownership interest, if any, such that the noncontrolling interest represented the proportionate share of Airnorth’s and Eastern Airways’ equity (the “carrying value”). Additionally, at each period end we were required to compare the redemption amount to the carrying value of the redeemable noncontrolling interest and record the redeemable noncontrolling interest at the higher of the two amounts, with a corresponding charge or credit directly to retained earnings. While this charge or credit did not impact net income (loss), it did result in a reduction or increase of income (loss) available to common shareholders in the calculation of earnings (loss) per share. In November 2015, we purchased the remaining 15% of the outstanding shares of Airnorth for A$7.3 million ($5.3 million) resulting in a reduction of $5.5 million to redeemable noncontrolling interest and an increase of $2.6 million to additional paid-in capital on our consolidated balance sheet. In January 2018, we acquired the remaining 40% of the outstanding shares of Eastern Airways for nominal consideration, resulting in a reduction of $6.1 million to redeemable noncontrolling interest and a corresponding increase to additional paid-in capital on our consolidated balance sheet.
Columbia Helicopters
On February 11, 2019, we announced that our agreement to acquire Columbia Helicopters, Inc. (“Columbia”) had been terminated by mutual agreement of the parties. In connection with the termination, we paid $20 million to Columbia, which is included as general and administrative expense in our consolidated statements of operations for fiscal year 2019. Upon termination of the acquisition agreement, the financing agreements related to the acquisition also terminated pursuant to their respective terms.

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Recent Accounting Pronouncements
We consider the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.
Adopted
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance on revenue recognition replacing the existing accounting standard and industry-specific guidance for revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The coreunderlying principle of the new standard is to recognize revenue to depict the transfer of promised goods or services to customers in anat the amount that reflects the consideration the entity expectsexpected to be entitled to in exchange for those goods or services through a five-step model. The new standard also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows arising from contracts with customers.collected. This new standard is effective for the Companyannual reporting periods beginning on April 1, 2018. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the balance sheet.after December 15, 2017. We adopted thisthe standard onas of April 1, 2018 utilizing the modified retrospective method. Underusing the modified retrospective method applied to open contracts and only to the version of adoption, prior year reported results are not recast; however, a cumulative-effect adjustment to retained earnings atthe contracts in effect as of April 1, 2018 is recorded, if applicable. In addition, quarterly disclosures will include comparative information for fiscal year 2018 financial statement line items under current guidance. To the extent applicable, upon adoption, we may be required to comply with expanded disclosure requirements, including the disaggregation of revenues to depict the nature and uncertainty of types of revenues, contract assets and liabilities, performance obligations, significant judgments and estimates affecting the amount and timing of revenue recognition, and determination of transaction prices. The adoption of this guidance did not result in a cumulative-effect adjustment on April 1, 2018.
In November 2015, the FASB issued accounting guidance that changed how deferred taxes are classified on an entity’s balance sheet. The accounting guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and early adoption is permitted. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively. If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. We adopted this accounting guidance using the prospective adjustment option effective April 1, 2017 and prior periods were not retrospectively adjusted. As of March 31, 2017, we had $0.1 million in current deferred taxes and $0.8 million in current deferred liabilities that were reclassified to noncurrent upon adoption of this accounting guidance.
In February 2016, the FASB issued accounting guidance which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. Additionally, this accounting guidance requires a modified retrospective transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain transition relief. We Prior period amounts have not yet adopted this standardbeen adjusted and are currently evaluating the effect this standard will havecontinue to be reflected in accordance with our historical accounting policy. There was no impact on our financial statements.
In March 2016, the FASB issued accounting guidance related to accounting for employee share-based payments. The accounting guidance is intended to simplify several aspects of accounting for share-based payment award transactions including income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and early adoption is permitted. We adopted this standard effective April 1, 2017. The requirements related to the tax consequences of share-based payments were applied prospectively and resulted in $1.8 million recorded as an increase to the income tax provision during fiscal year 2018. We elected to record forfeitures of share-based awards based on actual forfeitures, which did not have a material effect on our financial statements. The provisions related to the presentation of excess tax benefits on the statements of cash flows did not impact ourconsolidated financial statements as thereand no cumulative effect adjustment was no excess tax benefit recorded for the periods presented. The provisions related to presenting employee taxes paid for withheld shares as a cash flow financing activity required us to revise our prior period consolidated statement of cash flows by $0.8 million and $2.2 million with a decrease in net cash used in operating activities and a corresponding decrease in net cash provided by financing activities for fiscal years 2017 and 2016, respectively. None of the other provisions of the pronouncement had a material effect on our financial statements.

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recognized. For further details, see Note 2.
In October 2016, the FASB issued accounting guidance related to current and deferred income taxes for intra-entity transfer of assets other than inventory. This accounting guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and eliminates the exception for an intra-entity transfer of assetsan asset other than inventory. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. We have not yet adopted this accounting guidance effective April 1, 2018 using the modified retrospective method, through a cumulative-effect adjustment directly to retained earnings. Upon adoption, we increased deferred tax liabilities by approximately $1.7 million and are currently evaluating the effect this accounting guidance will have on our financial statements.recognized an offsetting decrease to retained earnings.
In January 2017, the FASB issued accounting guidance which clarifies the definition of a business with the objective of adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amendment provides criteria for determining when a transaction involves the acquisition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the transaction does not involve the acquisition of a business. If the criteria are not met, then the amendment requires that to be considered a business, the operation must include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The guidance may reduce the number of transactions accounted for as business acquisitions. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The amendments should be applied prospectively, and no disclosures are required at the effective date. We have not yet adopted this accounting guidance.guidance effective April 1, 2018. This accounting guidance has had no impact on our financial statements since adoption as we have not entered into any transactions during this period.
In March 2017, the FASB issued accounting guidance related to the presentation of net periodic pension cost and net periodic postretirementpost-retirement benefit cost. The accounting guidance requires employers to disaggregate the service cost component from the other components of net benefit cost and disclose the amount of net benefit cost that is included in the statement of operations or capitalized in assets, by line item. The accounting guidance requires employers to report the service cost component in the same line item(s) as other compensation costs and to report other pension-related costs (which include interest costs, amortization of pension-related costs from prior periods, and the gains or losses on plan assets) separately and exclude them from the subtotal of operating income. The accounting guidance also allows only the service cost component to be eligible for capitalization when applicable. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted as of the first interim period of an annual period for which interim or annual financial statements have not been issued. The accounting guidance requires application on a retrospective basis for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirementpost-retirement benefit cost in the statement of operations and on a prospective basis for the capitalization of the service cost component of net periodic pension cost and net periodic postretirementpost-retirement benefit in assets. We have not yet adopted this accounting guidance effective April 1, 2018, and are currently evaluating the effect this accounting guidance will have on our financial statements.statement of operations was retrospectively adjusted by $(0.1) million and $0.9 million with an increase (decrease) in direct cost and a corresponding debit or credit in other income (expense), net fiscal years 2018 and 2017, respectively.

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In May 2017, the FASB issued accounting guidance on determining which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted, and is applied prospectively to changes in terms or conditions of awards occurring on or after the adoption date. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will haveeffective April 1, 2018, with no impact on our financial statements.statements as there were no changes to the terms or conditions of share-based payment awards.
Not Yet Adopted
In August 2017,February 2016, the FASB issued new accounting guidance on derivatives and hedging, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and simplifies existing guidance in ordermaking targeted changes to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The two primary benefits resulting from these changes include the removal of the requirement to separately measure and report ineffectiveness and the ability to perform ongoing effectiveness assessments on a qualitative basis.lessor accounting. This accounting guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlierearly adoption permitted. We adoptedAdditionally, this accounting guidance in fiscal year 2018. Since there were no active hedge accounting relationships as of the adoption date, there were no adjusting entries required to adjust onrequires a modified retrospective basis.transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain transition relief. The guidance was updated on March 2018 to include an amendment that would allow us to consider the beginning of the period of adoption as the effective date of initial application of the standard. The standard will be implemented with an effective date of April 1, 2019. Based on the FASB transition guidance, we do not have to apply the disclosure requirement to periods prior to adoption. We will record a cumulative adjustment to retained earnings for the effect of the transition for the first year of adoption. We plan to elect the package of practical expedients to not re-evaluate existing lease contracts or lease classifications and therefore will not make changes to those leases already recognized on the consolidated balance sheet under ASC 840 until the leases are fully amortized, amended, or modified. In addition, we will not reassess initial direct costs for any existing leases and plan to elect the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year.  We plan to elect the practical expedient to not separate lease and non-lease components for all asset classes.

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TableWe completed a system implementation and have updated our accounting policies to meet the standard’s requirements. The Company estimates that there will be an increase to right-of-use assets with a corresponding and approximate increase in lease liabilities between $270.0 million to $290.0 million upon adoption. We expect the implementation of Contents
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the standard will have a minimal impact on the consolidated statements of operations and consolidated statements of cash flows.
In February 2018, the FASB issued new accounting guidance on income statement reporting of comprehensive income, specifically pertaining to reclassification of certain tax effects from accumulated other comprehensive income. This pronouncement is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2018, with early adoption permitted,permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.
In June 2018, the FASB issued an amendment to the accounting guidance related to accounting for employee share-based payments which clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This amendment is effective for annual periods beginning after December 15, 2018. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.
In August 2018, the FASB modified the disclosure requirements on fair value measurements. The amendment modifies, removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The amendment is effective for fiscal years ending after December 15, 2021 for public business entities and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements.    
In August 2018, the FASB modified disclosure requirements for employers that sponsor defined benefit pension plans. Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies disclosure requirements for projected benefit obligation (“PBO”) and accumulated benefit obligation (“ABO”) in excess of respective plan assets. The amendment is effective for fiscal years ending after December 15, 2020 for public business entities and early adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements.
In August 2018, the FASB issued new accounting guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. This guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with

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early adoption permitted. The guidance will be applied either retrospectively or prospectively to changes in terms or conditions of awards occurring on orall implementation costs incurred after the adoption date.date of adoption. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.
In MarchOctober 2018, the FASB issued new accountingamended the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to expand income tax accounting and disclosure guidanceconsider indirect interests held through related parties under common control on accounting for the income tax effects of tax legislation commonly knowna proportional basis rather than as the Tax Cuts and Jobs Act (the “Act”) and among other things allows forequivalent of a measurement perioddirect interest in its entirety (as currently required in generally accepted accounting principles). Therefore, these amendments likely will result in more decision makers not to exceed oneconsolidating VIEs. This amendment is effective beginning in our fiscal year for companies to finalize the provisional amounts recorded.2021 financial statements. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our disclosure requirements.

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Note 2 — REVENUE RECOGNITION
Revenue Recognition
In general, we recognize revenue when a service is provided or a good is sold to a customer and there is a contract. At contract inception, we assess the goods and services promised in our contracts with customers and identify all performance obligations for each distinct promise that transfers a good or service (or bundle of goods or services) to the customer. To identify the performance obligations, we consider all goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. Revenue is recognized when control of the identified distinct goods or services have been transferred to the customer, the transaction price is determined and allocated to the performed performance obligations and we have determined that collection has occurred or is probable of occurring.
A majority of our revenue from contracts with customers is currently generated through two types of contracts: helicopter services and fixed wing services. Each contract type has a single distinct performance obligation as described below.
Helicopter servicesOur customers major integrated, national and independent offshore energy companies charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our customers also charter our helicopters to transport time-sensitive equipment to these offshore locations. The customers for SAR services include both the oil and gas industry and governmental agencies. Revenue from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed.
A performance obligation arises under contracts with customers to render services and is the unit of account under the accounting guidance for revenue. Operating revenue from our oil and gas segment is derived mainly from fixed-term contracts with our customers, a substantial portion of which is competitively bid. A small portion of our oil and gas customer revenue is derived from providing services on an "ad-hoc" basis. Our fixed-term contracts typically have original terms of one year to seven years (subject to provisions permitting early termination by our customers). We account for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, we determined that each contract has a single distinct performance obligation. These services include a fixed monthly rate for a particular model of aircraft, and flight hour services, which represents the variable component of a typical contract with a customer. Rates for these services vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. Variable charges within our flight services contracts are not effective until a customer-initiated flight order is received and the actual hours flown are determined; therefore, the associated flight revenue generally cannot be reasonably and reliably estimated beforehand. A contract’s standalone selling prices are determined based upon the prices that we charge for our services rendered. Revenue is recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. We typically invoice customers on a monthly basis and the term between invoicing and when the payment is due is typically between 30 and 60 days. In order to offset potential increases in operating costs, our long-term contracts may provide for periodic increases in the contractual rates charged for our services. We recognize the impact of these rates when estimable and applicable, which generally includes written acknowledgment from the customers that they are in agreement with the amount of the rate escalation. Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on our consolidated statements of operations.
Taxes collected from customers and remitted to governmental authorities and revenue are reported on a net basis in our financial statements. Thus, we exclude taxes imposed on the customer and collected on behalf of governmental agencies to be remitted to these agencies from the transaction price in determining the revenue related to contracts with a customer.
Fixed wing servicesEastern Airways and Airnorth provide fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Within fixed wing services, we determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Eastern Airways was sold on May 10, 2019.

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Contract Assets, Liabilities and Receivables
We generally satisfy performance of contract obligations by providing helicopter and fixed wing services to our customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when we have a contract with a customer for which revenue has been recognized (i.e. services have been performed), but customer payment is contingent on a future event (i.e. satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenue in which advance consideration is received from customers for contracts where revenue is recognized on future performance of services.
As of March 31, 2019 and 2018, receivables related to services performed under contracts with customers were $164.7 million and $176.5 million, respectively. All receivables from non-affiliates and affiliates are broken out further in our consolidated balance sheets. During fiscal year 2019, we recognized $12.4 million of revenue from outstanding contract liabilities as of March 31, 2018. SeeContract liabilities related to services performed under contracts with customers was $10.0 million and $13.3 million as of March 31, 2019 and 2018, respectively. Contract liabilities are primarily generated by our fixed wing services where customers pay for tickets in advance of receiving our services and advanced payments from helicopter services customers. There were no contract assets as of March 31, 2019 and 2018.
For fiscal year 2019, there was $2.7 million of revenue recognized from satisfied performance obligations related to prior periods (for example, due to changes in transaction price).
Adoption Impact
In accordance with the new revenue standard requirements discussed in Note 81, the disclosure of the impact of adoption on our consolidated financial statements for fiscal year 2019 follow (in thousands):
  Fiscal Year ended March 31, 2019
  Balances After Adoption Balances without Adoption Effect of change
Revenue:      
Operating revenue from non-affiliates $1,239,117
 $1,259,529
 $(20,412)
Operating revenue from affiliates 23,099
 48,378
 (25,279)
Reimbursable revenue from non-affiliates 61,755
 61,755
 
Revenue from Contracts with Customers 1,323,971
 1,369,662
 (45,691)
Other revenue from non-affiliates 20,412
 
 20,412
Other revenue from affiliates 25,279
 
 25,279
Total Revenue $1,369,662
 $1,369,662
 $
No cumulative effect adjustment to retained earnings was required upon adoption on April 1, 2018.

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Remaining Performance Obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands).
  Remaining Performance Obligations
  Fiscal Year Ending March 31, Total
  2020 2021 2022 2023 2024 and thereafter 
             
Outstanding Service Revenue:            
Helicopter contracts $381,163
 $223,667
 $200,013
 $199,600
 $296,331
 $1,300,774
Fixed-wing contracts 1,521
 
 
 
 
 1,521
Total remaining performance obligation revenue $382,684
 $223,667
 $200,013
 $199,600
 $296,331
 $1,302,295
Although substantially all of our revenue is under contract, due to the nature of our business we do not have significant remaining performance obligations as our contracts typically include unilateral termination clauses that allow our customers to terminate existing contracts with a notice period of 30 to 180 days. The table above includes performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, our actual remaining performance obligation revenue is expected to be greater than what is reflected above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.
Other Considerations and Practical Expedients
We were awarded a government contract to provide SAR services for all of the U.K., which commenced in April 2015. We previously incurred costs related to this contract that generate or enhance the resources used to fulfill the performance obligation within the contract and the costs are expected to be recoverable. These contract acquisition and pre-operating costs qualify for capitalization. We amortize these capitalized contract acquisition and pre-operating costs related to the UK SAR contract and two customer contracts in Norway. We determined that an amortization method that allocates the capitalized costs on a relative basis to the revenue recognized is a reasonable and systematic basis for the amortization of the pre-operating costs asset. For further details.details on the short and long-term pre-operating cost balances, see Note 1.
We incur incremental direct costs for obtaining contracts through sales commissions paid to ticket agents to sell seats on regular public transportation flights for our fixed-wing services only. We utilize the practical expedient allowed by the FASB that permits us to expense the incremental costs of obtaining a contract when incurred, if the amortization period of the contract asset that we otherwise would have recognized is one year or less.
In addition, we have applied the tax practical expedient to exclude all taxes in the scope of the election from the transaction price and the invoice practical expedient that allows us to recognize revenue in the amount to which we have the right to invoice the customer and corresponds directly with the value to the customer of our performance completed to date.


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Note 23 — VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES
VIEs
A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate.
As of March 31, 2018,2019, we had interests in four VIEs of which we arewere the primary beneficiary, which are described below, and had no interests in VIEs of which we arewere not the primary beneficiary.
Bristow Aviation Holdings Limited — We own 49% of Bristow Aviation Holdings Limited’s (“Bristow Aviation”) common stock and a significant amount of its subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all of the outstanding shares in Bristow Helicopters Limited (“Bristow Helicopters”). Bristow Aviation’s subsidiaries provide industrial aviation services to clientscustomers primarily in the U.K, Norway, Australia, Nigeria and Trinidad and fixed wing services primarily in the U.K and Australia. Bristow Aviation is organized with three different classes of ordinary shares having disproportionate voting rights. The Company, Caledonia Investments plc (“Caledonia”) and a European Union investor (the “E.U. Investor”) ownowned 49%, 46% and 5%, respectively, of Bristow Aviation’s total outstanding ordinary shares as of March 31, 2019, although Caledonia hashad voting control over the E.U. Investor’s shares.
In addition to our ownership of 49% of Bristow Aviation’s outstanding ordinary shares, in May 2004, we acquired eight million shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per share ($14.4 million in total). We also have £91.0 million ($127.7118.6 million) principal amount of subordinated unsecured loan stock (debt) of Bristow Aviation bearing interest at an annual rate of 13.5% and payable semi-annually. Payment of interest on such debt has been deferred since its incurrence in 1996. Deferred interest accrues at an annual rate of 13.5% and aggregated $2.12.4 billion as of March 31, 2018.2019.
Our operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and E.U. statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license issued by the Civil Aviation Authority (the “CAA”). The Company, Caledonia,holder of an operating license must meet the ownership and control requirements of Council Regulation 2407/92. To operate under this license, the company through which we conduct operations in the U.K., Bristow Helicopters, must be owned directly or through majority ownership by E.U. Investornationals, and Bristow Aviation have entered into a shareholder agreement respecting, among other things, the compositionmust at all times be effectively controlled by them. Our ownership of the board of directors of Bristow Aviation. On matters coming before Bristow Aviation’s board, Caledonia’s representatives have a total of three votes and the two other directors have one vote each. In addition, Caledonia has the right to nominate two persons to our board of directors and to replace any such directors so nominated, provided that Caledonia owns (1) at least 1,000,000 shares of common stock of the Company or (2) at least 49% of the total outstandingordinary shares of Bristow Aviation.Aviation, the entity that owns Bristow Helicopters, is to comply with these restrictions.
Caledonia, the Company and the E.U. Investor also have entered into a put/call agreement under which, upon giving specified prior notice, we have the right to buy all the Bristow Aviation shares held by Caledonia and the E.U. Investor, who, in turn, each have the right to require us to purchase such shares. UnderAs discussed above, under current English law, we would be required, in order for Bristow Aviation to retain its operating license, to find a qualified E.U. investor to own any Bristow Aviation shares we have the right to acquire under the put/call agreement. The only restriction underIn addition, the put/call agreement limitinglimits our ability to exercise the put/call option isthrough a requirement to consult with the Civil Aviation Authority (the “CAA”)CAA in the U.K. regarding the suitability of the new holder of the Bristow Aviation shares. The put/call agreement does not contain any provisions should the CAA not approve the new E.U. investor. However, we would work diligently to find an E.U. investor suitable to the CAA. The amount by which we could purchase the shares of the other investors holding 51% of the equity of Bristow Aviation is fixed under the terms of the call option, and we have reflected this amount on our consolidated balance sheets as noncontrolling interest. On March 14, 2019, the E.U. Investor provided notice of his intent to exercise his right to require us or a qualified E.U. investor to purchase his Bristow Aviation shares for £100,000. In addition, on April 29, 2019, Caledonia provided notice of its intent to exercise its right to require us or a qualified E.U. investor to purchase its Bristow Aviation shares for £920,000, under our put/call agreement with this stockholder. As a result, in September 2019 and October 2019, 5% and 46%, respectively, of such shares have been purchased by Impigra Aviation Holdings Limited (“Impigra”), a qualified E.U. investor, with proceeds from two loans received from Bristow Holdings Company Ltd. III (“BHC III”), a Bristow subsidiary. Impigra, is a British company owned 100% by U.K. Bristow employees which now owns 51% of the ordinary shares of Bristow Aviation. There was no material change to the Bristow Aviation shareholders’ agreement or the put/call agreement which Impigra is now a party to. Impigra is also a VIE that we consolidate as the primary beneficiary and we eliminate the loans discussed above in consolidation. Brexit is anticipated to require a qualified U.K. investor rather than a qualified E.U. investor. Impigra is expected to meet the requirements to satisfy a qualified U.K. investor requirement.

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Furthermore, the call option provides a mechanism whereby the economic risk for the other investors is limited should the financial condition of Bristow Aviation deteriorate. The call option price is the nominal value of the ordinary shares held by the noncontrolling shareholders (£1.0 million as of March 31, 2018)2019) plus an annual guaranteed rate of return less any prepayments of such call option price and any dividends paid on the shares concerned. We can elect to pre-pay the guaranteed return element of the call option price wholly or in part without exercising the call option. No dividends have been paid by Bristow Aviation. We have accrued the annual return due to the other shareholders at a rate of sterling LIBOR plus 3% or 6% (prior to May 2004, the rate was fixed at 12%) by recognizing noncontrolling interest expense on our consolidated statements of operations, with a corresponding increase in noncontrolling interest on our consolidated balance sheets. Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on our consolidated balance sheets. The other investors have an option to put their shares in Bristow Aviation to us. The put option price is calculated in the same way as the call option price except that the guaranteed rate for the period to April 2004 was 10% per annum. If the put option is exercised, any pre-payments of the call option price are set off against the put option price.
Changes in the balance for the noncontrolling interest associated with Bristow Aviation are as follows (in thousands):
 Fiscal Year Ended March 31,
 2018 2017 2016
Balance – beginning of fiscal year$1,226
 $1,410
 $1,457
Payments to noncontrolling interest shareholders(49) (49) (55)
Noncontrolling interest expense50
 50
 55
Currency translation131
 (185) (47)
Balance – end of fiscal year$1,358
 $1,226
 $1,410

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 Fiscal Year Ended March 31,
 2019 2018 2017
Balance – beginning of fiscal year$1,358
 $1,226
 $1,410
Payments to noncontrolling interest shareholders(54) (49) (49)
Noncontrolling interest expense55
 50
 50
Currency translation(106) 131
 (185)
Balance – end of fiscal year$1,253
 $1,358
 $1,226
Bristow Aviation and its subsidiaries are exposed to similar operational risks and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information reflected on our consolidated balance sheets and statements of operations for Bristow Aviation and subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands):
 March 31,
 2018 2017
Assets   
Cash and cash equivalents$90,788
 $92,409
Accounts receivable256,735
 222,560
Inventories98,314
 90,190
Prepaid expenses and other current assets38,665
 50,016
Total current assets484,502
 455,175
Investment in unconsolidated affiliates3,608
 3,513
Property and equipment, net327,440
 306,831
Goodwill19,907
 19,798
Other assets231,884
 203,228
Total assets$1,067,341
 $988,545
Liabilities   
Accounts payable$292,893
 $146,841
Accrued liabilities140,733
 122,130
Accrued interest2,130,433
 1,891,305
Current maturities of long-term debt23,125
 18,578
Total current liabilities2,587,184
 2,178,854
Long-term debt, less current maturities479,571
 501,782
Accrued pension liabilities37,034
 61,647
Other liabilities and deferred credits7,342
 8,138
Deferred taxes26,252
 20,264
Redeemable noncontrolling interest
 6,886
Total liabilities$3,137,383
 $2,777,571
 Fiscal Year Ended March 31,
 2018 2017 2016
Revenue$1,241,223
 $1,209,019
 $1,441,834
Operating loss(65,254) (80,542) (57,780)
Net loss(322,752) (279,159) (279,309)
 March 31,
 2019 2018
Assets   
Cash and cash equivalents$83,499
 $90,788
Accounts receivable307,864
 256,735
Inventories85,977
 98,314
Prepaid expenses and other current assets36,646
 38,665
Total current assets513,986
 484,502
Investment in unconsolidated affiliates3,087
 3,608
Property and equipment, net281,944
 327,440
Goodwill18,436
 19,907
Other assets229,902
 231,884
Total assets$1,047,355
 $1,067,341
Liabilities   
Accounts payable$442,187
 $292,893
Accrued liabilities113,905
 140,733
Accrued interest2,399,704
 2,130,433
Current maturities of long-term debt85,287
 23,125
Total current liabilities3,041,083
 2,587,184
Long-term debt, less current maturities384,369
 479,571
Accrued pension liabilities25,726
 37,034
Other liabilities and deferred credits4,810
 7,342
Deferred taxes37,063
 26,252
Total liabilities$3,493,051
 $3,137,383

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 Fiscal Year Ended March 31,
 2019 2018 2017
Revenue$1,221,344
 $1,241,223
 $1,209,019
Operating loss(41,148) (65,254) (80,542)
Net loss(347,056) (322,752) (279,159)
Bristow Helicopters Nigeria Ltd. — Bristow Helicopters Nigeria Ltd. (“BHNL”) is a joint venture in Nigeria in which Bristow Helicopters owns a 48% interest, a Nigerian company owned 100% by Nigerian employees owns a 50% interest and an employee trust fund owns the remaining 2% interest as of March 31, 2018.2019. BHNL provides industrial aviation services to clientscustomers in Nigeria.
In order to be able to bid competitively for our services in the Nigerian market, we were required to identify local citizens to participate in the ownership of entities domiciled in the region. However, these owners do not have extensive knowledge of the aviation industry and have historically deferred to our expertise in the overall management and day-to-day operation of BHNL (including the establishment of operating and capital budgets and strategic decisions regarding the potential expansion of BHNL’s operations). We have also historically provided subordinated financial support to BHNL and will need to continue to do so unless and until BHNL acquires sufficient equity to permit itself to finance its activities without that additional support from us. As we have the power to direct the most significant activities affecting the economic performance and ongoing success of BHNL and hold a variable interest in the entity in the form of our equity investment and working capital infusions, we consolidate BHNL as the primary beneficiary. The employee-owned Nigerian entity referenced above purchased its 19% interest in BHNL in December 2013 with proceeds from a loan received from BGI Aviation Technical Services Nigeria Limited (“BATS”). In July 2014, the employee-owned Nigerian entity purchased an additional 29% interest with proceeds from a loan received from Bristow Helicopters (International) Limited (“BHIL”). In April 2015, Bristow Helicopters purchased an additional 8% interest in BHNL and the employee-owned Nigerian entity purchased an additional 2% interest with proceeds from a loan received from BHIL. Both BATS and BHIL are wholly-owned subsidiaries of Bristow Aviation. The employee-owned Nigerian entity is also a VIE that we consolidate as the primary beneficiary and we eliminate the loans discussed above in consolidation.
BHNL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the amounts for Bristow Aviation and its subsidiaries presented above.
Pan African Airlines Nigeria Ltd. — Pan African Airlines Nigeria Ltd. (“PAAN”) is a joint venture in Nigeria with local partners in which we own an interest of 50.17%. PAAN provides industrial aviation services to clientscustomers in Nigeria.
The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN, setting of operating and capital budgets and strategic decisions regarding the potential expansion of PAAN’s operations. Throughout the history of PAAN, our representation on the board and our secondment to PAAN of its managing director has enabled us to direct the key operational decisions of PAAN (without objection from the other board members). We have also historically provided subordinated financial support to PAAN. As we have the power to direct the most significant activities affecting the economic performance and ongoing success of PAAN and hold a variable interest in the form of our equity investment and working capital infusions, we consolidate PAAN as the primary beneficiary. However, as long as we own a majority interest in PAAN, the separate presentation of financial information in a tabular format for PAAN is not required.

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Other Significant Affiliates — Consolidated
In addition to the VIEs discussed above, we consolidate the entities described below, which were less than 100% owned during fiscal years 2019, 2018 2017 and/or 2016.2017.
Airnorth — As of March 31, 2018,2019, Bristow Helicopters Australia Pty Ltd. (“Bristow Helicopters Australia”) had a 100% interest in Airnorth, a regional fixed wing operator based in Darwin, Northern Territory, Australia with both scheduled and charter services that focus primarily on the energy and mining industries in northern and western Australia as well as international service to Dili, Timor-Leste. Airnorth’s fleet consists of 14 aircraft and its customer base includes many energy companies to which Bristow Group provides helicopter transportation services. In January 2015, Bristow Helicopters Australia acquired an 85% interest in Airnorth, for cash of A$30.3 million ($24.0 million). In November 2015, we purchased the remaining 15% of the outstanding shares of Airnorth for A$7.3 million ($5.3 million) through the exercise of a call option resulting in a reduction of $5.5 million to redeemable noncontrolling interests and an increase of $2.6 million to additional paid-in capital on our consolidated balance sheet. The terms of the purchase agreement for Airnorth included a potential earn out consideration of up to A$17.0 million ($13.0 million) to be paid over four years based in part on the achievement of specified financial performance thresholds and continued employment by the selling shareholders. A portion of the first year earn-out payment of $1.5 million was paid during fiscal year 2016 as Airnorth achieved agreed performance targets. Airnorth did not achieve the performance targets for the second year earn-out payment. In addition, we entered into an agreement with the other shareholders of Capiteq Limited that granted us the right after six months to buy all of their shares (and granted them the right after three years to require us to buy all of their shares) and included transfer restrictions and other customary provisions.

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Prior to the acquisition of the remaining 15% of outstanding shares of Airnorth in November 2015, redeemable noncontrolling interests included the third-party noncontrolling interests in Airnorth. The third-party noncontrolling interest holders held a written put option, which allowed them to sell their noncontrolling interest to Bristow Helicopters Australia at any time after the end of the third year after acquisition. In addition to the written put option, Bristow Helicopters Australia held a perpetual call option to acquire the noncontrolling interest after six months. Under each of these alternatives, the exercise price would be based on a contractually defined multiple of cash flows formula (the “Airnorth Redemption Value”), which is not a fair value measurement, and was payable in cash. As the written put option was redeemable at the option of the noncontrolling interest holders, and not solely within Bristow Helicopters Australia’s control, the noncontrolling interest in Airnorth was classified in redeemable noncontrolling interests between the stockholders’ investment and liabilities sections of the consolidated balance sheets. The initial carrying amount of the noncontrolling interest was the fair value of the noncontrolling interest as of the acquisition date.
The noncontrolling interest was adjusted each period for comprehensive income and dividends attributable to the noncontrolling interest and any changes in Bristow Helicopters Australia’s ownership interest in Airnorth, if any. An additional adjustment to the carrying value of the noncontrolling interest was required if the Airnorth Redemption Value exceeded the current carrying value. Changes in the carrying value of the noncontrolling interest related to a change in the Airnorth Redemption Value would be recorded against permanent equity and would not affect net income. While there was no impact on net income, the redeemable noncontrolling interest impacted our calculation of earnings per share. Utilizing the two-class method, we adjusted the numerator of the earnings per share calculation to reflect the changes in the excess, if any, of the Airnorth Redemption Value over the greater of (1) the noncontrolling interest carrying amount or (2) the fair value of the noncontrolling interest on a quarterly basis.
Changes in the balance for the redeemable noncontrolling interest related to Airnorth are as follows (in thousands):
Balance as of March 31, 2015$3,339
Noncontrolling interest expense788
Accretion of noncontrolling interest1,498
Currency translation(158)
Acquisition of remaining 15% of Airnorth(5,467)
Balance as of March 31, 2016$
Eastern Airways — As of March 31, 2018,2019, Bristow Helicopters had a 100% interest in Eastern Airways, a regional fixed wing operator based at Humberside Airport located in North Lincolnshire, England with both charter and scheduled services targeting U.K oil and gas industry transportation. In February 2014, Bristow Helicopters acquired a 60% interest in Eastern Airways. In January 2018, Bristow Helicopters acquired the remaining 40% of the outstanding shares of Eastern Airways for nominal consideration. Eastern Airways operates 3431 fixed wing aircraft and provides technical support for two fixed wing aircraft. The termsAs part of the purchase agreement for Eastern Airways included potential earn-out consideration of up to £6 million ($7.5 million) to be paid over a three-year period based on the achievement of specified financial performance thresholds through March 31, 2017. None of the earn-out targets were achieved. In addition,acquisition, Bristow Helicopters entered into agreements with the other shareholders of Eastern Airways that grant Bristow Helicopters the right to buy all of the Eastern Airways shares (and grant them the right after seven years to require Bristow Helicopters to buy all of their shares) and include transfer restrictions and other customary provisions.
The third-party noncontrolling interest holders, holdprior to our acquisition on the noncontrolling interest, held a written put option, which will allowallowed them to sell their noncontrolling interest to Bristow Helicopters at any time after the end of the seventh year after acquisition. In addition to the written put option, Bristow Helicopters holdsheld a perpetual call option to acquire the noncontrolling interest at any time. Under each of these alternatives, the exercise price will bewas based on a contractually defined multiple of cash flows formula (the “Eastern Redemption Value”), which is not a fair value measurement, and is payable in cash. As the written put option iswas redeemable at the option of the noncontrolling interest holders, and not solely within Bristow Helicopters control, the noncontrolling interest in Eastern Airways iswas classified in redeemable noncontrolling interests between the stockholders’ investment and liabilities sections of the consolidated balance sheets. The initial carrying amount of the noncontrolling interest was the fair value of the noncontrolling interest as of the acquisition date.

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The noncontrolling interest was adjusted each period for comprehensive income and dividends attributable to the noncontrolling interest and changes in Bristow Helicopters’ ownership interest in Eastern Airways, if any. An additional adjustment to the carrying value of the noncontrolling interest may have be required if the Eastern Redemption Value exceedsexceeded the current carrying value. Changes in the carrying value of the noncontrolling interest related to a change in the Eastern Redemption Value were recorded against permanent equity and did not affect net income. While there was no impact on net income, the redeemable noncontrolling interest impacted our calculation of earnings per share. Utilizing the two-class method, we adjusted the numerator of the earnings per share calculation to reflect the changes in the excess, if any, of the Eastern Redemption Value over the greater of (1) the noncontrolling interest carrying amount or (2) the fair value of the noncontrolling interest on a quarterly basis.


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Changes in the balance for the redeemable noncontrolling interest related to Eastern Airways are as follows (in thousands):
Balance as of March 31, 2015$22,885
Noncontrolling interest expense(6,499)
Currency translation(913)
Balance as of March 31, 201615,473
$15,473
Noncontrolling interest expense(6,848)(6,848)
Currency translation(1,739)(1,739)
Balance as of March 31, 20176,886
6,886
Noncontrolling interest expense(4,093)(4,093)
Currency translation4,163
4,163
Acquisition of remaining 40% of Eastern Airways(6,121)(6,121)
Reclassification to noncontrolling interest(835)(835)
Balance as of March 31, 2018$
$
Prior to our acquisition of the remaining 40% outstanding shares in fiscal year 2018, Eastern Airways was consolidated based on the rights to manage the day-to-day operations of the company which were granted under a shareholders’ agreement and our ability to buy all of their Eastern Airways shares under a put/call agreement.
Bristow Helicopters, together with its legal and financial advisors, pursued various transactions to exit the Eastern Airways business, which made negative contributions to our Adjusted EBITDA in each of the last three fiscal years, including pursuing a sales process with several third parties over an extended period. On May 10, 2019, Bristow Helicopters completed the sale of all of the shares of Eastern Airways to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, Bristow Helicopters contributed approximately £17.1 million to Eastern Airways as working capital, OIHL acquired Eastern Airways, Bristow Helicopters retained its controlling ownership of the shares in Humberside International Airport Limited that it previously held through Eastern Airways and certain intercompany balances between Bristow Helicopters and Eastern Airways were written off. As a result of the transaction, OIHL now owns and operates Eastern Airways, which had previously operated as a separate unit within Bristow Group, and Bristow Helicopters maintains its controlling interest in Humberside Airport, from which Bristow Helicopters provides U.K. SAR services.
The EAIL Purchase Agreement contained customary representations and warranties. OIHL agreed to certain covenants with respect to non-solicitation of directors, officers or employees of Bristow Helicopters for a period of 12 months. Pursuant to the terms of the EAIL Purchase Agreement, Bristow Helicopters has the right to appoint an observer to the board of directors of Eastern Airways for an initial period of 12 months following the sale. Eastern Airways also agreed to provide certain transition services for a minimum of 12 months from the date of the completion of the transaction.
Aviashelf — As of March 31, 2019, Bristow Aviation hashad an indirect 48.5% interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter company. Additionally, we ownowned 60% of two U.K. joint venture companies, Bristow Helicopters Leasing Ltd.Limited (“BHLL”) and Sakhalin Bristow Air Services Ltd. These two U.K. companies lease aircraft to Aviashelf which holds the client contracts for our Russian operations. Aviashelf is consolidated based on the ability of certain consolidated subsidiaries of Bristow Aviation to control the vote on a majority of the shares of Aviashelf, rights to manage the day to day operations of the company which were granted under a shareholders’ agreement, and our ability to acquire an additional 8.5% interest in Aviashelf under a put/call option agreement. In April 2019, we sold our 60% ownership interest in BHLL. In June 2019, we sold our 48.5% ownership interest in Aviashelf. In August 2019, we exercised the call option for the additional 8.5% interest in Aviashelf and immediately sold the interest to the same counterparty.

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Other Significant Affiliates — Unconsolidated
We have investments in other significant unconsolidated affiliates as described below.
Cougar — We own a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), the largest offshore energy and SAR helicopter service provider in Canada. Cougar’s operations are primarily focused on serving the offshore oil and gas industry off Canada’s Atlantic coast and in the Arctic. Cougar operates eight helicopters leased from us on a long-term basis. We also lease maintenance and SAR facilities located in St. John’s, Newfoundland and Labrador and Halifax, Nova Scotia to Cougar on a long-term basis. The terms of the purchase agreement for Cougar includeincluded a potential earn-out of $40 million payable over three years based on Cougar achieving certain agreed performance targets. The first year and second year earn-out payments of $6.0 million and $8.0 million were paid in March 2014 and April 2015, respectively, as Cougar achieved agreed performance targets. The third year earn-out was achieved as Cougar achieved agreed performance targets of which $10 million was paid in April 2016 and $16 million was paid in April 2017. The fair value of the earn-out was $16.0 million as of March 31, 2017 and is included in short-term borrowings and current maturities of long-term debt on our consolidated balance sheet. The investment in Cougar is accounted for under the equity method. As of March 31, 20182019 and 20172018, the investment in Cougar was $54.0$58.0 million and $56.9$59.4 million, respectively, and is included on

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our consolidated balance sheets in investment in unconsolidated affiliates. Due to timing differences in our financial reporting requirements, we record our share of Cougar’s financial results in earnings from unconsolidated affiliates on a three-month delay. During fiscal years 2019, 2018 and 2017, we reimbursed Cougar for approximately $0.5 million, $0.5 million and $1.4 million, respectively, of costs incurred on our behalf. Additionally, we have leased aircraft from VIH Aviation Group, which is a related party due to common owners of Cougar, and paid lease fees of $16.1 million, $19.3 million $12.5 million and $6.5$12.5 million in fiscal years 2019, 2018 2017 and 2016,2017, respectively. Additionally, we paid $0.5 million and $2.6 million in fiscal yearsyear 2017 and 2016, respectively, to VIH Aerospace Inc., another related party with common owners of Cougar, for SAR and other equipment. In July 2016 we began leasing a facility in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party with common owners of Cougar, and paid $0.2 million, $0.2 million and $0.1 million in lease fees during fiscal years 2019, 2018 and 2017, respectively.
Líder — We own an approximate 20% voting interest and a 41.9% economic interest in Líder, a provider of helicopter and executive aviation services in Brazil. Líder’s fleet has 4143 helicopters and 2023 fixed wing aircraft (including owned and managed aircraft). The investment in Líder is accounted for under the equity method. As of March 31, 20182019 and 2017,2018, the investment in Líder was $62.3$50.8 million and $143.5$62.3 million, respectively, and is included in our consolidated balance sheets in investment in unconsolidated affiliates. As discussed in Note 1, we recorded an $85.7 million impairment to our investment in Líder in fiscal year 2018.
PAS — We have a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry in Egypt. Additionally, spare fixed wing capacity is chartered to tourism operators. PAS owns 48 aircraft. PAS is accounted for under the cost method as we are unable to exert significant influence over its operations.
Other — Historically, in addition to the expansion of our business through purchases of new and used aircraft, we have also established new joint ventures with local partners or purchased significant ownership interests in companies with ongoing helicopter operations, particularly in countries where we have no operations or our operations are limited in scope, and we continue to evaluate similar opportunities which could enhance our operations. Where we believe that it is probable that an equity method investment will result, the costs associated with such investment evaluations are deferred and included in investment in unconsolidated affiliates on the consolidated balance sheets. For each investment evaluated, an impairment of deferred costs is recognized in the period in which we determine that it is no longer probable an equity method investment will result. As of March 31, 20182019 and 20172018, we had no amounts in investment in unconsolidated affiliates in the process of being evaluated.

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Our percentage of economic ownership and investment balances for the unconsolidated affiliates are as follows:
March 31,March 31,
2018 2017 2018 20172019 2018 2019 2018
              
    (In thousands)    (In thousands)
Cost Method:              
PAS25% 25% $6,286
 $6,286
25% 25% $6,286
 $6,286
Equity Method:              
Cougar (1)
40% 40% 54,009
 56,885
40% 40% 58,047
 59,366
Líder (1)
41.9% 41.9% 62,267
 143,477
41.9% 41.9% 50,784
 62,267
Other    3,608
 3,514
    3,086
 3,608
Total    $126,170
 $210,162
    $118,203
 $131,527
 _______________ 
(1) 
We had a 25% voting interest in Cougar and an approximate 20% voting interest in Líder as of March 31, 20182019 and 20172018.

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Earnings from unconsolidated affiliates were as follows (in thousands):
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
Dividends from entities accounted for under the cost method:          
PAS$2,518
 $2,068
 $2,068
$2,518
 $2,518
 $2,068
Earnings, net of losses, from entities accounted for under the equity method:          
Cougar(2,877) (2,857) (2,001)4,100
 9,084
 10,537
Líder7,179
 8,064
 (116)(2,059) 7,179
 8,064
Other(82) (330) 310
(242) (82) (330)
4,220
 4,877
 (1,807)1,799
 16,181
 18,271
Total$6,738
 $6,945
 $261
$4,317
 $18,699
 $20,339
We received $0.4$0.2 million, $0.4 million and $0.8$0.4 million of dividends from our investments accounted for under the equity method during fiscal years 20182019, 20172018 and 20162017, respectively.
A summary of combined financial information of our unconsolidated affiliates accounted for under the equity method is set forth below (in thousands):
March 31,March 31,
2018 20172019 2018
      
(Unaudited)(Unaudited)
Current assets$221,169
 $248,998
$152,438
 $221,169
Non-current assets293,409
 310,975
274,401
 293,409
Total assets$514,578
 $559,973
$426,839
 $514,578
   
Current liabilities$131,664
 $127,292
$106,658
 $131,664
Non-current liabilities188,822
 244,978
160,082
 188,822
Equity194,092
 187,703
160,099
 194,092
Total liabilities and equity$514,578
 $559,973
$426,839
 $514,578
 
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
(Unaudited)(Unaudited)
Revenue$298,731
 $327,351
 $368,586
$254,617
 $298,731
 $327,351
Gross profit$46,717
 $50,371
 $60,873
$47,894
 $46,717
 $50,371
Net income$13,285
 $14,581
 $21,871
$(7,115) $13,285
 $14,581

Note 4 — PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND OEM COST RECOVERIES
During fiscal years 2019, 2018 and 2017, we made capital expenditures as follows:
 Fiscal Year Ended March 31,
 2019 2018 2017
Number of aircraft delivered:     
Medium (1)
1
 5
 5
SAR aircraft
 
 4
Total aircraft1
 5
 9
      
Capital expenditures (in thousands):     
Aircraft and related equipment (2)
$35,315
 $32,418
 $127,447
Other5,587
 13,869
 7,663
Total capital expenditures$40,902
 $46,287
 $135,110
_______________
(1)
During fiscal year 2019, we purchased an aircraft that was not on order that was previously leased.

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Note 3 — PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND OEM COST RECOVERIES
During fiscal years 2018, 2017 and 2016, we made capital expenditures as follows:
 Fiscal Year Ended March 31,
 2018 2017 2016
Number of aircraft delivered:     
Medium5
 5
 1
Large
 
 3
SAR aircraft
 4
 4
Total aircraft (1)
5
 9
 8
      
Capital expenditures (in thousands):    ��
Aircraft and related equipment (2)
$32,418
 $127,447
 $285,530
Other13,869
 7,663
 86,845
Total capital expenditures$46,287
 $135,110
 $372,375
_______________
(1)
During fiscal year 2016, we took delivery of two aircraft that were purchased using short-term debt borrowings for the final payments of the aircraft. As of March 31, 2017, the short-term borrowings for these aircraft have been paid.
(2) 
During fiscal year 2019, we made no progress payments for aircraft to be delivered for future periods. During fiscal years 2018 2017 and 2016,2017, we spent $2.3 million $71.4 million and $202.7$71.4 million, respectively, on progress payments for aircraft to be delivered in future periods.
The following table presents details on the aircraft sold or disposed of and impairments on assets held for sale during fiscal years 2019, 2018 2017 and 2016:2017:
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
(In thousands, except for
number of aircraft)
(In thousands, except for
number of aircraft)
          
Number of aircraft sold or disposed of (1)
11
 14
 35
8
 11
 14
Proceeds from sale or disposal of assets (1)
$48,740
 $18,471
 $60,035
$13,813
 $48,740
 $18,471
Loss from sale or disposal of assets(1)$1,742
 $2,049
 $1,122
$4,995
 $1,742
 $2,049
          
Number of aircraft impaired8
 14
 16
5
 8
 14
Impairment charges on aircraft held for sale (2)
$15,853
 $12,450
 $29,571
Impairment charges on aircraft held for sale (1) (2)
$8,149
 $15,853
 $12,450
Impairment charges on property and equipment (3)
$104,939
 $
 $
Contract termination costs(1)(4)
$14,699
 $
 $
_______________ 
(1) 
During fiscal year 2016, threeIncluded in loss on disposal of these aircraft were sold and leased back and we received $29.2 million in proceeds for the aircraft. We did not enter into any sale leasebacks during fiscal years 2017 and 2018.assets on our consolidated statement of operations.
(2) 
Includes a $6.5 million impairment of the Bristow Academy disposal group for fiscal year 2018.
(3)
Includes an $87.5 million impairment related to H225s and a $17.5 million impairment related to Eastern Airways assets for fiscal year 2019, included in loss on impairment on our consolidated statement of operations. See Loss on Impairment in Note 1 for further details.
(4)
Includes $11.7 million of progress payments and $2.3 million of capitalized interest for an aircraft purchase contract that was terminated in fiscal year 2019. Additionally, $0.5 million of progress payments and $0.2 million of capitalized interest for aircraft options were terminated in fiscal year 2019. For further details, see Note 8.
In addition to capital expenditures and sale or disposal of assets, the following items impacted property and equipment during fiscal year 2019:
In connection with the $87.5 million impairment of our H225 aircraft, we revised our salvage values for each H225 aircraft.  In accordance with accounting standards, we will recognize the change in depreciation due to the reduction in carrying value and revision of salvage values on a prospective basis over the remaining life of the aircraft. This resulted in an additional $3.0 million of depreciation expense during fiscal year 2019 and will result in an increase of depreciation expense of $5.9 million during fiscal year 2020, $1.9 million during fiscal year 2021 and a reduction of $10.3 million during fiscal year 2022 and beyond.
We revised the salvage values of certain aircraft to reflect our expectation of future sales values given our disposal plans for those aircraft. We recorded additional depreciation expense of $1.4 million during fiscal year 2019 and expect to record additional depreciation expense of $2.8 million during fiscal year 2020.
We transferred two aircraft and other properties to held for sale and reduced property and equipment by $1.5 million. In addition, we transferred three aircraft out of held for sale, as they were determined to no longer meet the criteria for held for sale classification, and increased property and equipment by $8.2 million.
In addition to capital expenditures and sale or disposal of assets, the following items impacted property and equipment during fiscal year 2018:
We transferred 4four aircraft to held for sale and reduced property and equipment by $9.3 million.
In addition to capital expenditures and sale or disposal of assets, the following items impacted property and equipment during fiscal year 2017:
We recorded accelerated depreciation of $10.4 million on 11 medium aircraft operating in our Europe Caspian, Americas and Africa regions as our management decided to exit these model types earlier than originally anticipated.

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In certain instances, the salvage values of some aircraft were also adjusted to reflect our expectation of sales values in the current market.
We transferred 12 aircraft to held for sale and reduced property and equipment by $19.7 million.

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In addition to capital expenditures and sale or disposal of assets, the following items impacted property and equipment during fiscal year 2016:
We recorded accelerated depreciation of $28.7 million on 18 medium, four large and one fixed wing aircraft operating in our Europe Caspian, Americas, Africa and Asia Pacific regions as our management decided to exit these model types earlier than originally anticipated. In certain instances the salvage values of some aircraft were also adjusted to reflect our expectation of sales values in the current market.
We took delivery and entered into leases for the remaining two aircraft related to the deferred sale leaseback and removed a total of $75.8 million and $74.3 million, respectively, from construction in progress and deferred sale leaseback advance on our consolidated balance sheet. See Note 1 for further details on the deferred sale leaseback advance.
We took delivery of two large aircraft which we purchased using short-term debt borrowings for the final payments of the aircraft of $24.4 million.
We transferred 35 aircraft to held for sale and reduced property and equipment by $83.6 million.
During fiscal years 2019, 2018 2017 and 2016,2017, we saw a deterioration in market sales for aircraft resulting mostly from an increase in idle aircraft and reduced demand across the offshore energy market. While other markets exist for certain aircraft model types, including utility, firefighting, government, VIP transportation and tourism, the market for certain model type aircraft slowed. As a result of these market changes, changes in estimated salvage values of our fleet of operational aircraft and other changes in the timing of exiting certain aircraft from our operations, we recorded impairments and additional depreciation expense discussed above. For further details, see Note 1 for a discussion on impairments of property and equipment.
Assets Held for Sale
Assets held for sale are classified as current assets on our consolidated balance sheets and recorded at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. As of March 31, 20182019 and 20172018, we had 113 and 2011 aircraft, for $30.3$5.4 million and $38.2$30.3 million, classified as held for sale, respectively. We intendrespectively, as well as various smaller assets of a less significant nature. Two of the three aircraft were sold subsequent to March 31, 2019 and we believe it is probable we will sell or otherwise dispose of thesethe remaining held for sale assets during the next fiscal year. As presented in the table above, we recorded impairment charges of $8.1 million, $15.9 million $12.5 million and $29.6$12.5 million to reduce the carrying value of five, eight 14 and 1614 aircraft held for sale during fiscal years 20182019, 20172018 and 20162017, respectively. These impairment charges were included in loss on disposal of assets in the consolidated statements of operations.
The impairment charges recorded on held for sale aircraft during fiscal years 2019, 2018 2017 and 20162017 related primarily to older model aircraft types our management decided to dispose of earlier than originally anticipated in addition to the impact of changes in expected sales prices in the aircraft aftermarket resulting from the oil and gas market downturn.
On November 1, 2017, we sold our 100% interest in Bristow Academy, including all of its aircraft, for a minimum of $1.5 million to be received over a maximum of four years with potential additional consideration based on Bristow Academy’s financial performance. The sale of this non-core business resulted in total charges recorded in the fiscal year 2018 of $7.2 million,, which resulted from the combined loss on the sale and related impairment of assets included in loss on disposal of assets on our consolidated statement of operations. During fiscal year 2019, we received $1.2 million for full settlement of any potential consideration. Bristow Academy is included in Corporate and other in Note 11.12.

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OEM Cost Recoveries
During fiscal year 2018, we reached agreements with OEMs to recover approximately $136.0 million related to ongoing aircraft issues, of which $125.0 million was realized during fiscal year 2018 and resulted in an increase in cash.$11.0 million was recovered during fiscal year 2019. To reflect the amount realized from these OEM cost recoveries during fiscal year 2018, we recorded a $94.5 million decrease in the carrying value of certain aircraft in our fleet through a decrease in property and equipment – at cost, reduced rent expense by $16.6 million and recorded a deferred liability of $13.9 million, included in other accrued liabilities and other liabilities and deferred credits, related to a reduction in rent expense to be recorded in future periods.periods, of which $7.9 million was recognized in fiscal year 2019. We determined the realized portion of the cost recoveries related to a long-term performance issue with the aircraft, requiring a reduction of carrying value for owned aircraft and a reduction in rent expense for leased aircraft. For the owned aircraft, we have allocated the $94.5 million as a reduction in carrying value by reducing the historical acquisition value of each affected aircraft on a pro-rata basis utilizing the historical acquisition value of the aircraft. We revised our salvage values for each affected aircraft by reducing the historical acquisition value by the applicable amount and applying our stated salvage value percentage for owned aircraft of 50%. In accordance with accounting standards, we will recognize the change in depreciation due to the reduction in carrying value and revision of salvage values on a prospective basis over the remaining life of the aircraft. This will result in a reduction of depreciation expense of $8.5 million during fiscal year 2019, $8.4 million during fiscal year 2020, $5.6 million during fiscal year 2021 and $21.3 million during fiscal year 2022 and beyond. For the leased aircraft, we will recognize the remaining deferred liability of $13.9$6.0 million as a reduction in rent expense prospectively on a straight-line basis over the remaining lease terms. This will result in a reduction to rent expense of $7.9 million during fiscal year 2019, $4.0 million during fiscal year 2020 and $2.0 million during fiscal year 2021.
During May 2018,fiscal year 2019, we realizedrecovered the remaining $11.0 million in OEM cost recoveries by agreeing to net certain amounts previously accrued for aircraft leases and capital expenditures against those recoveries. We expect to realize the $11.0 million recovery in earnings duringDuring fiscal year 2019, as follows:we recorded $7.6 million increase in revenue and $1.1$3.4 million decrease in direct cost in the first quarter, $1.0 million decrease in direct cost in the second quarter, $1.0 million decrease in direct cost in the third quarter and $0.3 million decrease in direct cost in the fourth quarter.cost. The increase in revenue relates to compensation for lost revenue in prior periods from the late delivery of aircraft and the decreases in direct cost over fiscal year 2019 relate to prior costs we have incurred and future costs we expect to incur that we have recovered from the OEM.

incur.

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Note 45 — DEBT
Debt as of March 31, 20182019 and 20172018 consisted of the following (in thousands):
March 31,March 31,
2018 20172019 2018
8.75% Senior Secured Notes$346,610
 $
$347,400
 $346,610
4½% Convertible Senior Notes107,397
 
112,944
 107,397
6¼% Senior Notes401,535
 401,535
401,535
 401,535
Term Loan
 261,907
Term Loan Credit Facility
 45,900
Revolving Credit Facility
 139,100
Lombard Debt211,087
 196,832
183,450
 211,087
Macquarie Debt185,028
 200,000
171,028
 185,028
PK Air Debt230,000
 
212,041
 230,000
Airnorth Debt13,832
 16,471
11,058
 13,832
Eastern Airways Debt14,519
 15,326

 14,519
Other Debt3,991
 16,293
9,168
 3,991
Unamortized debt issuance costs(27,465) (11,345)(21,771) (27,465)
Total debt1,486,534
 1,282,019
1,426,853
 1,486,534
Less short-term borrowings and current maturities of long-term debt(56,700) (131,063)(1,418,630) (1,475,438)
Total long-term debt$1,429,834
 $1,150,956
$8,223
 $11,096
Classification of Debt As discussed in Note 1, on the Petition Date, the Debtors filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The significant risks and uncertainties related to the Chapter 11 Cases raise substantial doubt about the Company’s ability to continue as a going concern. In addition, each of the commencement of the Chapter 11 Cases and the delivery of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as amended by the amendment thereto, with a going concern qualification or explanation constituted an event of default under certain of our secured equipment financings, giving those secured equipment lenders the right to accelerate repayment of the applicable debt, subject to Chapter 11 protections, and triggering cross-default and/or cross-acceleration provisions in substantially all of our other debt instruments should that right to accelerate repayment be exercised. As a result of the facts and circumstances discussed above, the Company has classified substantially all debt balances of approximately $1.4 billion as of March 31, 2019 as short-term borrowings and current maturities of long-term debt on our consolidated balance sheet.
Debt Covenants — Certain of our credit facilities which are secured by pledges of aircraft, with aggregate outstanding borrowings of $383.1 million at March 31, 2019, and certain of our aircraft leasing arrangements to which we are the lessee, contain covenants of a non-financial nature related to pledged and leased aircraft. Each aircraft pledge specifically identifies the airframes and engines of the aircraft pledged to its credit facility. Similarly, each aircraft lease specifically identifies the airframe(s) and engines of the aircraft covered by the lease. The agreements contain a requirement to maintain specific engines on each specified airframe with limited exceptions for, among other things, the repair and maintenance of the engines.  From time to time, engines are removed and replaced on an airframe. In some cases, these actions are permitted under the credit and lease agreements so long as (a) a pledged or leased engine is replaced with another engine subject to the same transaction  or, in some cases, any other engine, so long as such other engine is free and clear of liens other than certain permitted liens, and/or (b) in the case of a “loaner” engine furnished by a maintenance provider temporarily replacing a pledged or leased engine, the “loaner” engine is replaced with an engine (which may be the original engine, post-maintenance) subject to the same transaction within 180 days after the removal of the original engine. During fiscal year 2019, we determined that in some instances a “loaner” engine owned by a maintenance provider and installed on a pledged or leased airframe had been on that airframe for more than 180 days after the removal of the original engine. We are reliant upon third-party maintenance providers to complete maintenance work on these subject engines; however, in some instances these maintenance providers did not complete the required maintenance work on an engine within the 180-day period permitted by the relevant agreement for the engine can be separated from the assigned airframe, and the relevant maintenance providers have been able to provide a timetable for the ultimate completion of the work on those engines. These instances, while involving a small subset of the approximately 385 helicopter engines that were then subject to our secured financings or helicopter leases, constituted defaults under the affected credit and lease agreements. All issues related to this matter were cured by December 31, 2018 for all but nine helicopter engines (relating to three agreements) where a pledged or leased engine was not returned to the pledged or leased airframe within the specified period due to delays by the relevant maintenance service provider. We obtained waivers of such non-compliance under the applicable agreements, extending the time for the return of each pledged

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or leased engine to the relevant pledged or leased airframe to the earlier of (i) the date that occurs 30 days after the receipt by the Company of such engine at our facility where the relevant airframe is then located or (ii) February 10, 2020.
Notice of Default of Aircraft Leases On March 22, 2019, we received a notice of default with respect to four aircraft leases (the “Leases”) entered into in September 2014 by our subsidiary BriLog Leasing Ltd., as lessee. The notice of default cited failure by the lessee to comply with its obligations to maintain the aircraft leased pursuant to such Leases so as to enable the certificate of airworthiness for the aircraft to be continually maintained without restriction or limitation. Unless the lessee remedied such default within 30 days after the date of such notice, such default would mature into an Event of Default (as defined in the Leases). Prior to the end of such 30-day period, we reached a settlement with respect to such default, and therefore, such default did not mature into an Event of Default.
Waiver of DefaultsPrior to the Petition Date, we entered into waiver letters with respect to certain of our debt agreements, including the credit agreement, dated as of July 17, 2017, among Bristow Equipment Leasing Ltd., the several banks, other financial institutions and other lenders from time to time party thereto and PK AirFinance S.à r.l. (“PK AirFinance”), as agent and as security trustee (as amended, the “PK Credit Agreement”); the term loan credit agreement, dated as of February 1, 2017, among Bristow U.S. LLC, the several banks, other financial institutions and other lenders from time to time party thereto and Macquarie Bank Limited, as administrative agent and as security agent (as amended, the “Macquarie Credit Agreement”); the asset-backed revolving credit facility (the “ABL Facility”); and certain other secured equipment financings and leases. Pursuant to such waiver letters, we received waivers of breaches, defaults or events of default under such debt agreements arising from the Company’s failure to timely provide its unaudited consolidated financial statements for the quarter ended December 31, 2018 and/or the failure to make the April 15, 2019 interest payment due on the 6¼% Senior Notes by May 15, 2019, and certain other related events of default and cross-defaults. As discussed below under “—Events of Default,” the filing of the Chapter 11 Cases constituted an event of default that accelerated the obligations under the PK Credit Agreement and the Macquarie Credit Agreement.
On May 10, 2019, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, and the Company, as guarantor, entered into a waiver letter (the “First ABL Waiver”) with Barclays Bank PLC, as agent, and Credit Suisse AG, Cayman Islands Branch, as lender, with respect to the ABL Facility. The First ABL Waiver waives, subject to certain conditions, any Default (as defined in the ABL Facility) or cross-defaults that would otherwise exist or occur under the ABL Facility as a result of, among other things, (i) the Company’s failure to timely provide its unaudited consolidated financial statements for the quarters ended December 31, 2018 and March 31, 2019, (ii) the amendment of the Company’s periodic reports for fiscal year 2018 as previously disclosed, (iii) the failure to make the April 15, 2019 interest payment due on the 6¼% Senior Notes, (iv) potential cross defaults under the 4½% Convertible Senior Notes and 8.75% Senior Secured Notes, (v) other events related to the Chapter 11 Cases, potential insolvency issues or possible failure to comply with certain financial covenants or (vi) certain representations and warranties not being correct when made. Such Defaults are waived until the date (the “ABL Waiver Termination Date”) on which the Company or its subsidiaries enter into or modify debt agreements that would materially adversely impact the ability to perform obligations under the ABL Facility, any security that is not permitted security is granted over the share capital or assets of either borrower or the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, subject to certain conditions as specified in the First ABL Waiver. The First ABL Waiver contains certain amendments to the ABL Facility, including (i) expanding the definition of Change of Control to include the consummation of a plan of reorganization in connection with the commencement of a bankruptcy proceeding and (ii) providing that the maturity date of December 14, 2021 shall be subject to certain early maturity triggers related to a Change of Control of the Company (as such definition has been amended by the First ABL Waiver) or the ABL Waiver Termination Date.
On August 30, 2019, we entered into an amendment to the First ABL Waiver, which permitted us to file this Annual Report by September 30, 2019 and permits us to file the Quarterly Report for the quarter ended June 30, 2019 by October 14, 2019.
On September 30, 2019, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, and the Company, as guarantor, entered into a waiver letter (the “Second ABL Waiver”) with Barclays Bank PLC, as agent, and Credit Suisse AG, Cayman Islands Branch, as lender, with respect to the ABL Facility. The Second ABL Waiver further extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
On May 10, 2019, Bristow Aircraft Leasing Limited (“BALL”), as borrower, entered into a waiver letter (the “First BALL Lombard Waiver”) with Lombard North Central Plc, as administrative agent and as security trustee, with respect to the term loan credit agreement, dated as of November 11, 2016 (the “BALL Lombard Credit Agreement”). If an Insolvency Proceeding (as defined in the First BALL Lombard Waiver) is commenced on or before May 15, 2019, the First BALL Lombard Waiver extends, subject to certain conditions, the waivers received under the previous waiver letter (as described in our Current Report on Form

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8-K filed with the SEC on April 15, 2019), until the earliest of (a) certain events related to a plan of reorganization or liquidation of the Company, Insolvency Proceeding or debtor-in-possession financing or (b) December 15, 2019 (the “Lombard Waiver Termination Date”). In addition, the First BALL Lombard Waiver waives, until the Lombard Waiver Termination Date, any Default or Event of Default (each as defined in the BALL Lombard Credit Agreement) as a result of (i) the amendment of the Company’s periodic reports for fiscal year 2018, (ii) the possible commencement of an Insolvency Proceeding or any related acceleration of other material indebtedness and (iii) the possible occurrence of an Event of Default under the term loan credit agreement, dated as of November 11, 2016, among Bristow U.S. Leasing LLC, as borrower, the lenders from time to time party thereto and Lombard North Central plc, as administrative agent and as security trustee (the “BULL Lombard Credit Agreement”), subject to certain conditions.
On August 31, 2019, we entered into an amendment to the First BALL Lombard Waiver, which permitted us to file this Annual Report by September 30, 2019 and permits us to file the Quarterly Report for the quarter ended June 30, 2019 by October 14, 2019.
On September 30, 2019, BALL, as borrower, entered into a waiver letter (the “Second BALL Lombard Waiver”) with Lombard North Central Plc, as administrative agent and as security trustee, with respect to the BALL Lombard Credit Agreement. In addition, BULL, as borrower, entered into a waiver letter (the “BULL Lombard Waiver”) with Lombard North Central Plc, as administrative agent and as security trustee, with respect to the BULL Lombard Credit Agreement. The Second BALL Lombard Waiver and the BULL Lombard Waiver both extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Events of DefaultThe filing of the Chapter 11 Cases constituted an event of default that accelerated the obligations under the following instruments and agreements:
the Third Supplemental Indenture to the Base Indenture, dated as of October 12, 2012 among the Company, the guarantors named therein and Wilmington Trust, as successor trustee to U.S. Bank, and our 6¼% Senior Notes issued thereunder;
the Sixth Supplemental Indenture to the Base Indenture, dated as of December 18, 2017, among the Company, the guarantors named therein and Wilmington Trust, as successor trustee to U.S. Bank, and our 4½% Convertible Senior Notes issued thereunder;
the Indenture, dated as of March 6, 2018, among the Company, the guarantors named therein and U.S. Bank, as trustee and collateral agent (the “Secured Indenture”), and our 8.75% Senior Secured Notes issued thereunder;
the PK Credit Agreement;
the Macquarie Credit Agreement;
the BULL Lombard Credit Agreement; and
various aircraft operating leases and real estate leases.
The instruments and agreements described above provide that, as a result of the commencement of the Chapter 11 Cases, the financial obligations thereunder, including for the debt instruments any principal amount, together with accrued interest thereon, are immediately due and payable. However, any efforts to enforce payment of such financial obligations under such instruments and agreements are automatically stayed as a result of the filing of the Chapter 11 Cases and the holders’ rights of enforcement in respect of such financial obligations are subject to the applicable provisions of the Bankruptcy Code.
Term Loan AgreementOn May 10, 2019, the Company entered into a Term Loan Credit Agreement, dated the same date (the “Term Loan Agreement”), by and among the Company and BHC, as borrowers, certain subsidiaries of the Company as guarantors party thereto, the lenders from time to time party thereto (initially, certain holders of the 8.75% Senior Secured Notes), and Ankura Trust Company, LLC, as administrative agent (the “Term Loan Agent”), for a senior secured term loan of $75 million (the “2019 Term Loan”). Immediately upon entering into the Term Loan Agreement, and prior to the Petition Date, the Company and BHC III borrowed the full amount thereunder, the net proceeds of which may be used only in compliance with a cash flow forecast required pursuant to the terms of the Term Loan Agreement, which the Company expects will be used for general corporate purposes, including to fund the working capital and liquidity requirements of the Company during the pendency of the Chapter 11 Cases. The full principal amount of the 2019 Term Loan is due May 10, 2022. At the Company’s election, borrowings under the 2019 Term Loan will bear interest at either (x) the Eurodollar Rate (as defined in the Term Loan Agreement) plus 7% or (y)

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the Base Rate (as defined in the Term Loan Agreement) plus 6%. The initial borrowings under the 2019 Term Loan will be Eurodollar Rate loans with monthly interest payments. The 2019 Term Loan is secured by a lien on certain specified collateral, including, among other things, equity pledges of 35% of the equity interests in certain of the Company’s first-tier foreign subsidiaries (the remaining 65% of such entities have been previously pledged under the 8.75% Senior Secured Notes), 100% of the equity of BHC III and Bristow International Panama S. de RL, and two newly formed special-purpose vehicles, as well as a junior lien on certain collateral securing the 8.75% Senior Secured Notes. Pursuant to the DIP Order (as defined herein), the DIP Credit Agreement and the related collateral documents, liens on assets of the Debtors securing the obligations under the 2019 Term Loan will rank junior in priority to liens under the DIP Credit Agreement and liens on assets of the non-Debtor subsidiaries of the Company under the 2019 Term Loan will rank senior in priority to liens under the DIP Credit Agreement. The borrowers have the option in connection with the consummation of a Reorganization Plan (as defined in the Term Loan Agreement) that is satisfactory to the lenders to require that the 2019 Term Loan be converted into equity of the Company upon consummation of such Reorganization Plan, subject to certain conditions. The Term Loan Agreement contains customary pre-payment requirements.
The Term Loan Agreement contains certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments, modifications to material agreements, transactions with affiliates and fundamental changes. In addition, the Term Loan Agreement requires that, on the delivery of each Variance Report (as defined in the Term Loan Agreement), total operating disbursements and total receipts of the Company and its subsidiaries for certain specified periods shall not exceed (with respect to disbursements) or be less than (with respect to total receipts) the aggregate amount forecasted therefor for such period by more (with respect to disbursements) or less (with respect to total receipts) than a specified percentage of the forecasted amount. The Term Loan Agreement also contains customary affirmative covenants and customary representations and warranties.
The Term Loan Agreement specifies certain customary events of default, including, among others, failure to pay principal or interest on the 2019 Term Loan when due, the breach of representations or warranties in any material respect, non-performance of other covenants and obligations, judgments, the occurrence of certain ERISA events and certain change of control events. The filing of the Chapter 11 Cases neither constitutes an event of default nor accelerates the maturity of the Company’s indebtedness under the Term Loan Agreement.
On June 6, 2019, we entered into Amendment No. 1 to the Term Loan Agreement (the “First Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the lenders party thereto. Among other things, the First Term Loan Amendment extended the deadline for delivery to the administrative agent and the lenders of (i) the annual audit report of the borrower and its subsidiaries for the fiscal year ended March 31, 2019 from 90 days to 120 days after the end of such fiscal year and (ii) monthly unaudited consolidated financial statements of the borrower and its subsidiaries from 10 days to 20 business days after the end of each month.
On August 22, 2019, we entered into Amendment No. 2 to the Term Loan Agreement (the “Second Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the Term Loan Agent. The Second Term Loan Amendment amended the Term Loan Agreement in order to clarify the definition of Pledged Aircraft under the Term Loan Agreement.
On August 26, 2019, in connection with the entry into the DIP Credit Agreement (as defined herein), we entered into Amendment No. 3 to the Term Loan Agreement (the “Third Term Loan Amendment”), dated the same date, by and among the Company, BHC III, the lenders party thereto and the Term Loan Agent. The Third Term Loan Amendment amended the Term Loan Agreement in order to, among other things, permit the entry into the DIP Credit Agreement, the incurrence of indebtedness thereunder and the granting of related liens thereunder, and make certain other conforming changes.
On September 30, 2019, we entered into Amendment No. 4 to the Term Loan Agreement (the “Fourth Term Loan Amendment”), dated the same date, by and among the Company, BHC III and the Term Loan Agent. The Fourth Term Loan Amendment amended the Term Loan Agreement in order to extend the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Debtor-in-Possession Commitment LetterIn connection with the Chapter 11 Cases and pursuant to a Commitment Letter, dated May 10, 2019, from the lenders party thereto and agreed to by the Company and BHC III (together, the “DIP Borrowers”), an ad hoc group of holders of the 8.75% Senior Secured Notes (the “Secured Notes Ad Hoc Group”) agreed to provide the DIP Borrowers with a superpriority senior secured debtor-in-possession credit facility in an aggregate principal amount of $75.0 million. On June 27, 2019, the DIP Borrowers entered into a new Commitment Letter (the “New DIP Commitment Letter”) from the lenders party thereto, pursuant to which the Secured Notes Ad Hoc Group and an ad hoc group of holders of the Unsecured Notes (the “Unsecured Notes Ad Hoc Group”) agreed to provide the DIP Borrowers with a superpriority senior secured debtor-in-possession

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credit facility comprised of loans in an aggregate principal amount of $150 million, on the terms set forth in the DIP Facility Term Sheet attached thereto (the “DIP Term Sheet”).
Backstop Commitment Agreement — On July 24, 2019, the Company entered into a Backstop Commitment Agreement (the “Backstop Commitment Agreement”) with the other parties thereto (the “Commitment Parties”), pursuant to which the Commitment Parties have agreed to backstop a total $385 million new money rights offering (the “Rights Offering”) of new equity interests of the Company, as reorganized (the “Reorganized Company”) pursuant to the Amended Plan. In accordance with the Amended Plan and certain Rights Offering procedures filed as part of the Amended Plan, the Company will grant the Supporting Noteholders, including certain Commitment Parties who are Unsecured Noteholders (the “Unsecured Commitment Parties”) or Secured Noteholders (the “Secured Commitment Parties”), and holders of certain other unsecured claims (collectively with the Unsecured Noteholders, the “Unsecured Claims”), the right to purchase shares of common stock of the Reorganized Company (the “Common Shares”) and shares of Series A Convertible Preferred Stock of the Reorganized Company (the “Preferred Shares” and, together with the Common Shares, the “Rights Offering Shares”), which will be comprised of 91.825% of Common Shares and 8.175% of Preferred Shares, for an aggregate purchase price of, in the case of the Unsecured Claims, $347.5 million (the “Unsecured Rights Offering Amount”) and, in the case of the Secured Noteholders, $37.5 million (the “Secured Rights Offering Amount” and, together with the Unsecured Rights Offering Amount, the “Rights Offering Amount”)). Under the Backstop Commitment Agreement, the Commitment Parties have agreed to purchase any Rights Offering Shares that are not duly subscribed for pursuant to the Rights Offering (the “Unsubscribed Shares”) at the Per Equity Share Purchase Price (as defined in the Backstop Commitment Agreement).
Under the Backstop Commitment Agreement, the Debtors have agreed to pay (i) on the earlier of the closing date of the transactions contemplated by the Backstop Commitment Agreement or the termination of the Backstop Commitment Agreement, a backstop commitment fee (the “Backstop Commitment Fee”) in, at the election of the Commitment Parties, Common Shares or Preferred Shares equal to 10% of (a) the Unsecured Rights Offering Amount to the Unsecured Commitment Parties and (b) the Secured Rights Offering Amount to the Secured Commitment Parties and (ii) both as promptly as reasonably practicable after entry of the BCA Approval Order (as defined in the Backstop Commitment Agreement) and on a monthly basis thereafter, all reasonably incurred and documented professional fees of the Commitment Parties. In certain circumstances where the Backstop Commitment Agreement has been terminated, the Backstop Commitment Fee will be reduced to an amount in cash equal to 5% of the Rights Offering Amount. The Backstop Commitment Fee will be issued to the Commitment Parties pro rata based on the amount of their respective backstop commitments.
The rights to purchase Rights Offering Shares (excluding Unsubscribed Shares) in the Rights Offering will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to section 1145 of the Bankruptcy Code. A portion of the Common Shares issued in the Rights Offering will be issued in reliance upon such exemption, and a portion of the Common Shares and all of the Preferred Shares will be issued in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof or another available exemption from registration thereunder. The offer and sale of the Unsubscribed Shares purchased by the Commitment Parties pursuant to the Backstop Commitment Agreement will be made in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof or another available exemption from registration thereunder. As a condition to the closing of the transactions contemplated by the Backstop Commitment Agreement, the Reorganized Company will enter into a registration rights agreement with certain Commitment Parties requiring the Reorganized Company to register the Commitment Parties’ securities under the Securities Act.
The Commitment Parties’ commitments to backstop the Rights Offering and the other transactions contemplated by the Backstop Commitment Agreement are conditioned upon satisfaction of all applicable conditions set forth therein. The issuances of Rights Offering Shares pursuant to the Rights Offering and the Backstop Commitment Agreement are conditioned upon, among other things, confirmation of the Amended Plan by the Bankruptcy Court (which occurred on October 8, 2019) and the Amended Plan’s effectiveness.
On September 30, 2019, we entered into a limited waiver and amendment to the Backstop Commitment Agreement (the “BCA Amendment”), dated the same date, by and between the Company, on behalf of itself and each of the other Debtors, and certain Commitment Parties. The BCA Amendment extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Debtor-in-Possession Credit AgreementIn connection with the Chapter 11 Cases and pursuant to the New DIP Commitment Letter, on July 25, 2019, the Debtors filed a motion seeking, among other things, interim and final approval of the proposed Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) among the Company, as lead borrower, BHC III, as co-borrower (together with the Company, the “DIP Borrowers”), the other Debtors and guarantors party

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thereto and other guarantors from time to time party thereto (collectively, the “DIP Obligors”), the financial institutions or other entities from time to time party thereto, and Ankura Trust Company, LLC, as administrative agent and collateral agent (the “DIP Agent”). On August 21, 2019, the Bankruptcy Court entered a final order (the “DIP Order”), which, among other things, approved the DIP Credit Agreement, and on August 26, 2019, the Company entered into the DIP Credit Agreement. The DIP Credit Agreement contains the following terms:
a term loan facility in an aggregate principal amount of $150 million, the full amount of which was drawn at closing, the proceeds of which, net of applicable commitment fees, were deposited into an escrow account and pledged to the lenders to secure the obligations under the DIP Credit Agreement;
proceeds of the term loan facility may be used by the DIP Borrowers (i) to provide working capital to the Company and fund the costs of the administration of the Chapter 11 Cases and the consummation of the Approved Reorganization (as defined in the DIP Credit Agreement), (ii) to finance the Tender Offer (as defined herein) and to pay fees and expenses associated therewith and (iii) as otherwise agreed in writing by the lenders;
the maturity date of the DIP Credit Agreement is the earliest of (i) August 21, 2020, (ii) as directed by the lenders following and during the continuation of any event of default and (iii) the Effective Date;
interest will be payable monthly in arrears and will initially accrue at a rate per annum equal to the Eurodollar Rate (as defined in the DIP Credit Agreement) plus 6.00%;
the obligations and liabilities of the DIP Obligors owed to the DIP Agent and lenders under the DIP Credit Agreement and related loan documents will be entitled to joint and several super-priority administrative expense claims against the Company and the DIP Obligors that are Debtors in their respective Chapter 11 Cases, subject to limited exceptions provided for in the DIP Order and Credit Agreement, and will be secured by (i) a first priority security interest and lien on all unencumbered property of the Company and the DIP Obligors that are Debtors, subject to limited exceptions provided for in the DIP Credit Agreement and DIP Order, (ii) a first priority, priming security interest and lien on all property of the DIP Borrower and the DIP Obligors that are Debtors securing the 8.75% Senior Secured Notes and the 2019 Term Loan, subject to limited exceptions provided for in the DIP Motion (the “Primed Liens”), (iii) a junior security interest and lien on the collateral securing the obligations of the non-Debtor subsidiaries of the Company pledged to secure such parties’ obligations under the 2019 Term Loan and on all property (other than property subject to the existing security interests of certain existing equipment financing facilities) of the Company and the DIP Obligors that are Debtors that is subject to (a) a valid, perfected and non-avoidable lien as of the Petition Date (other than the Primed Liens and liens relating to certain excluded aircraft) or (b) valid liens (other than the Primed Liens) that are perfected subsequent to the Petition Date, in each case subject to limited exceptions provided for in the DIP Order and the DIP Credit Agreement; and
customary affirmative and negative covenants, prepayment events, events of default and other provisions.
On September 30, 2019, we entered into Amendment No. 1 to the DIP Credit Agreement (the “DIP Credit Agreement Amendment”), dated the same date, among the Company, BHC III and the DIP Agent. The DIP Credit Agreement Amendment amended the DIP Credit Agreement to extend the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
Consent Solicitation and Supplemental Indenture — On November 21, 2018, we completed the previously announced solicitation of consents from holders of our outstanding 8.75% Senior Secured Notes to amend certain provisions of the Secured Indenture pursuant to a supplemental indenture (the “Secured Supplemental Indenture”). The Secured Supplemental Indenture became effective upon the execution and delivery thereof, but would become operative only upon the delivery of a cash payment to eligible holders of the 8.75% Senior Secured Notes who validly delivered and did not revoke consents prior to the receipt of the consents required to effect the amendments under the Secured Supplemental Indenture. As the cash payment was not made, the Secured Supplemental Indenture did not become operative.
ABL Facility — On April 17, 2018, two of our subsidiaries entered into a new asset-backed revolving credit facility (the “ABL Facility”),the ABL Facility, which provides for commitments in an aggregate amount of $75 million, with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount of the ABL Facility may be increased from time to time to a total of as much as $100 million, subject to the satisfaction of certain conditions, and any such increase would be allocated among the borrower subsidiaries. The ABL Facility matures in five years,April 2023, subject to certain

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early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited. As of March 31, 2019, there were no outstanding borrowings under the ABL Facility nor had we made any draws during fiscal year 2019. As of March 31, 2019, we had $14.4 million in letters of credit outstanding under the ABL Facility and our available borrowing capacity under the ABL Facility was $6.6 million.
We amended the ABL Facility pursuant to a letter agreement, dated effective as of November 7, 2018 and made by us and agreed to by Barclays Bank PLC, on behalf of the finance parties under the ABL Facility (the “First ABL Amendment”).  The First ABL Amendment amends the ABL Facility to, among other things, provide that certain of the provisions, including covenants and events of default contained therein, will exclude unrestricted subsidiaries (as designated under the Secured Indenture) from the requirements and defaults thereunder.
We also amended the ABL Facility pursuant to a letter agreement effective as of February 19, 2019 and made by us and agreed to by Barclays Bank PLC, on behalf of the finance parties under the ABL Facility (the “Second ABL Amendment”). Under the Second ABL Amendment, the Company received a waiver of any Default (as defined in the ABL Facility) that would otherwise exist or occur under the ABL Facility as a result of (i) our failure to provide our unaudited consolidated financial statements for the quarter ended December 31, 2018 within 45 days after the end of the quarter or (ii) certain representations and warranties not being correct when made due to the existence of any Default specified in the preceding clause (i); provided that we must provide such unaudited consolidated financial statements within 75 days after the end of the quarter. In addition, the Second ABL Amendment amends (i) the borrowing base determination provisions in the ABL Facility and (ii) the maturity date of the ABL Facility, which was previously five years from the date of the ABL Facility, to December 14, 2021 (in each case, subject to certain early maturity triggers related to maturity of other material debt or a change of control of us). The ABL Facility was further amended pursuant to the First ABL Waiver and the Second ABL Waiver. As discussed above in “—Waiver of Defaults,” the First ABL Waiver provided that the maturity date of December 14, 2021 shall be subject to certain early maturity triggers related to a Change of Control of the Company (as such definition has been amended by the ABL Waiver) or the ABL Waiver Termination Date. The Second ABL Waiver further extended the delivery dates (i) for the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2019 until October 31, 2019 and (ii) for the Company’s unaudited consolidated financial statements for each of the fiscal quarters ended June 30, 2019 and September 30, 2019 until December 31, 2019.
8.75% Senior Secured Notes — On March 6, 2018, we issued and sold $350 million of 8.75% Senior Secured Notes due 2023 (the “8.75% Senior Secured Notes”), in a private offering to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, for proceeds of $346.6 million and simultaneously entered into an indenture (the “Indenture”)the Secured Indenture with U.S. Bank National Association, as trustee and as collateral agent. The 8.75% Senior Secured Notes were initially fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by certain of our U.S. subsidiaries (the “Guarantor Subsidiaries”) and will beare secured by first priority security interests on substantially all of the tangible and intangible personal property of Bristow Group Inc. and the Guarantor Subsidiaries (other than certain excluded assets) (the “Collateral”) as collateral security for their obligations under the 8.75% Senior Secured Notes, subject to certain permitted encumbrances and exceptions. Certain of the security interests were granted in connection with the execution and delivery of the Secured Indenture, while security interests anticipated to covercovering approximately 77 aircraft will bewere granted within the periods described in the Secured Indenture.
The 8.75% Senior Secured Notes bear interest at a rate of 8.75% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2018. The 8.75% Senior Secured Notes will mature on March 1, 2023, subject to earlier mandatory redemption if more than $125 million principal amount of the 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) plus the principal amount of any indebtedness incurred to refinance the 6¼% Senior Notes that matures or is required to be repaid prior to June 1, 2023 remains outstanding as of June 30, 2022. We may redeem all or a portion of the 8.75% Senior Secured Notes at any time on or after March 1, 2020 at the applicable redemption price, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to March 1, 2020, we may redeem all or a portion of the 8.75% Senior Secured Notes at a price equal to 100% of the principal amount of 8.75% Senior Secured Notes to be redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any, to the redemption date. In addition, on one or more occasions, on or prior to March 1, 2020, we may redeem up to 35% of the aggregate principal amount of the 8.75% Senior Secured Notes at a redemption price equal to 108.75% of the principal amount of the 8.75% Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net cash proceeds of certain qualified equity offerings by us.

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The Secured Indenture contains customary covenants that, among other things, limit our ability to incur additional liens or financial indebtedness and to sell or otherwise transfer the Collateral, including the pledged aircraft. The Secured Indenture also contains customary events of default. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding 8.75% Senior Secured Notes may declare the unpaid principal of, and any premium and accrued and unpaid interest on, all the 8.75% Senior Secured Notes then outstanding to be due and payable immediately. In case

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of certain events of bankruptcy, insolvency or reorganization with respect to Bristow Group Inc., any Guarantor Subsidiary or any significant subsidiary, all of the principal of and accrued and unpaid interest on the 8.75% Senior Secured Notes will automatically become due and payable. Upon a change of control (as defined in the Secured Indenture), we will be required to make an offer to repurchase all or any part of each 8.75% Senior Secured Notes at an offer price in cash equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
The proceeds of the 8.75% Senior Secured Notes were used, among other things, to repay the remaining obligations of theour $350 million term loan (the “Term Loan”) discussed below,, to cash collateralize certain outstanding letters of credit existing under theour $400 million revolving credit facility with a subfacility of $50 million for letters of credit (the “Revolving Credit Facility”) discussed below and for general corporate purposes. We terminated the Term Loan and the Revolving Credit Facility in March 2018.
On August 12, 2019, we commenced a tender offer (the “Tender Offer”) to purchase for cash our outstanding 8.75% Senior Secured Notes, up to an aggregate principal amount that will not result in an aggregate purchase price (including accrued and unpaid interest to, but not including, the settlement date) that exceeds $75,000,000. On September 11, 2019, we completed the Tender Offer, purchasing $74.8 million aggregate principal amount of the 8.75% Senior Secured Notes for $74.8 million, plus accrued and unpaid interest of $0.2 million, using borrowings under the DIP Credit Agreement.
4½% Convertible Senior Notes On December 18, 2017, we issued and sold $143.8 million of 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”).Notes. The 4½% Convertible Senior Notes are our unsecured senior obligations and are jointly and severally guaranteed on a senior unsecured basis by the Guarantor Subsidiaries. The 4½% Convertible Senior Notes bear interest at a rate of 4.50% per year and interest is payable on June 1 and December 1 of each year, beginning on June 1, 2018. The 4½% Convertible Senior Notes mature on June 1, 2023 and may not be redeemed by us prior to maturity.
The 4½% Convertible Senior Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We have initially elected combination settlement. The initial conversion price of the 4½% Convertible Senior Notes is approximately $15.64 (subject to adjustment in certain circumstances), based on the initial conversion rate of 63.9488 common shares per $1,000 principal amount of 4½% Convertible Senior Notes. Prior to December 1, 2022, the 4½% Convertible Senior Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date. The 4½% Convertible Senior Notes are senior unsecured obligations. As of March 31, 2018,2019, the if-converted value of the 4½% Convertible Senior Notes did not exceed the principal balance.
The proceeds of the 4½% Convertible Senior Notes were used to repay $89.6 million of the Term Loan as discussed below and to pay the $10.1 million cost of the convertible note hedge transaction described below, with the remainder available for general corporate purposes.
Accounting standards require that convertible debt which may be settled in cash upon conversion (including partial cash settlement) be accounted for with a liability component based on the fair value of similar nonconvertible debt and an equity component based on the excess of the initial proceeds from the convertible debt over the liability component. Such excess represents proceeds related to the conversion option and is recorded as additional paid-in capital. The liability is recorded at a discount, which is then amortized as additional non-cash interest expense over the term of the 4½% Convertible Senior Notes. The balances of the debt and equity components of the 4½% Convertible Senior Notes as of March 31, 20182019 are as follows (in thousands):
 March 31,
 2019 2018
Equity component - net carrying value (1)
 $36,778
 $36,778
 $36,778
Debt component:      
Face amount due at maturity $143,750
 $143,750
 $143,750
Unamortized discount (36,353) (30,806) (36,353)
Debt component - net carrying value $107,397
 $112,944
 $107,397
_____________ 
(1) Net of equity issuance costs of $1.0 million.

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The remaining debt discount is being amortized to interest expense over the term of the 4½% Convertible Senior Notes using the effective interest rate. The effective interest rate for the fiscal year 20182019 was 11.0%. Interest expense related to our 4½% Convertible Senior Notes for fiscal year 20182019 was as follows (in thousands):
Contractual coupon interest $1,851
Amortization of debt discount 1,454
Total interest expense $3,305

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  March 31,
  2019 2018
Contractual coupon interest $6,475
 $1,851
Amortization of debt discount 5,547
 1,454
Total interest expense $12,022
 $3,305
Convertible Note Call Spread Overlay Concurrent with the issuance of the 4½% Convertible Senior Notes, we entered into privately negotiated convertible note hedge transactions (the “Note Hedge Transactions”) and warrant transactions (the “Warrant Transactions”) with each of Credit Suisse Capital LLC, Barclays Bank PLC, Citibank, N.A. and JPMorgan Chase Bank, National Association (the “Option Counterparties”). These transactions representrepresented a Call Spread Overlay, whereby the cost of the Note Hedge Transactions we purchased to cover the cash outlay upon conversion of the 4½% Convertible Senior Notes was reduced by the sales price of the Warrant Transactions. Each of these transactions is described below.
The Note Hedge Transactions cost an aggregate $40.4 million and arewere expected generally to reduce the potential dilution and/or offset the cash payments we arewere required to make in excess of the principal amount upon conversion of the 4½% Convertible Senior Notes in the event that the market price of our common stock iswas greater than the strike price of the Note Hedge Transactions, which iswas initially $15.64 (subject to adjustment), corresponding approximately to the initial conversion price of the 4½% Convertible Senior Notes. The Note Hedge Transactions have beenwere accounted for by recording the cost as a reduction to additional paid-in capital.
We received proceeds of $30.3 million for the Warrant Transactions, in which we sold net-share-settled warrants to the Option Counterparties in an amount equal to the number of shares of our common stock initially underlying the 4½% Convertible Senior Notes, subject to customary anti-dilution adjustments. The strike price of the warrants iswas $20.02 per share (subject to adjustment), which iswas 60% above the last reported sale price of our common stock on the New York Stock Exchange on December 13, 2017. The Warrant Transactions could have had a dilutive effect to our stockholders to the extent the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceedsexceeded the applicable strike price of the warrants. The Warrant Transactions have beenwere accounted for by recording the proceeds received as additional paid-in capital.
The Note Hedge Transactions and the Warrant Transactions arewere separate transactions, in each case entered into by us with the Option Counterparties, and arewere not part of the terms of the 4½% Convertible Senior Notes and willwould not affect any holder’s rights under the 4½% Convertible Senior Notes. The delisting of our common stock from the NYSE constituted an “Extraordinary Event” under the Note Hedge Transactions and the Warrant Transactions. As a result, the Note Hedge Transactions and the Warrant Transactions were cancelled on May 14, 2019. The payment obligations under the Note Hedge Transactions and the Warrant Transactions in connection with such cancellation are subject to the Chapter 11 Cases.
6¼% Senior Notes — On October 12, 2012, we completed an offering of $450 million of the 6¼% Senior Notes. The 6¼% Senior Notes are senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by the Guarantor Subsidiaries. The indenture for our 6¼% Senior Notes includes restrictive covenants which limit, among other things, our ability to incur additional debt, issue disqualified stock, pay dividends, repurchase stock, invest in other entities, sell assets, incur additional liens or security, merge or consolidate the Company and enter into transactions with affiliates. Interest on the 6¼% Senior Notes is payable on April 15 and October 15 of each year and the 6¼% Senior Notes mature on October 15, 2022. We may redeem any of the 6¼% Senior Notes at any time, in whole or part, in cash, at certain redemption prices plus accrued and unpaid interest, if any, to the date of redemption. We incurred financing fees of $7.4 million, that are included as deferred financing fees in other assets in the consolidated balance sheets which we will amortize as interest expense in the consolidated statements of operations over the life of the 6¼% Senior Notes.
Revolving Credit Facility and Term Loan — Our amended and restated revolving credit and term loan agreement, included the Revolving Credit Facility and the Term Loan (together with the Revolving Credit Facility and the Term Loan Credit Facility described below, the “Senior Credit Facilities”).
During fiscal year 2018, we had borrowings of $174.8 million under the Revolving Credit Facility and made payments of $313.9 million to fully repay borrowings under the Revolving Credit Facility. Additionally, during fiscal year 2018 we made payments of $261.9 million to fully repay our borrowings under the Term Loan. In March 2018, we terminated both the Revolving Credit Facility and Term Loan and cash collateralized all then-outstanding letters of credit issued thereunder.
Term Loan Credit Facility — On November 5, 2015, we entered into a senior secured term loan credit agreement providing for $200 million of term loan commitments (the “Term Loan Credit Facility”).
Borrowings under the Term Loan Credit Facility were repaid in full and the facility was terminated in October 2017.

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Lombard Debt — On November 11, 2016, certain of our subsidiaries entered into two, seven-year British pound sterling funded secured equipment term loans for an aggregate $200 million U.S. dollar equivalent with Lombard North Central Plc, a part of the Royal Bank of Scotland (the “Lombard Debt”). In December 2016, the first loan amount of $109.9 million (GBP 89.1 million) funded and the borrower prepaid scheduled principal payments of $4.5 million (GBP 3.7 million). The proceeds from this financing were used to finance the purchase by the borrower thereunder of three SAR aircraft utilized for our U.K. SAR contract from a subsidiary. In January 2017, the second loan amount of $90.1 million (GBP 72.4 million) funded. The proceeds from this financing were used to finance the purchase by the borrower thereunder of five SAR aircraft utilized for our U.K. SAR contract from a subsidiary. The borrowers’ respective obligations under the financings are guaranteed by the Company, and each financing

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is secured by the aircraft purchased by the applicable borrower with the proceeds of its loan. The credit agreements governing the Lombard Debt include covenants, including requirements to maintain, register and insure the respective SAR aircraft secured thereunder, and restrictions on the respective borrower thereunder to incur additional liens on or sell the respective SAR aircraft secured thereunder (except to the Company and its subsidiaries). Borrowings under the financings bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 2.25% per annum. The weighted-average interest rate was 2.96%3.10% and 2.57%2.96% as of March 31, 20182019 and 2017,2018, respectively. The financing which funded in December 2016 matures in December 2023 and the financing which funded in January 2017 matures in January 2024.
Macquarie Debt — On February 1, 2017, one of our wholly-owned subsidiaries entered into a term loan credit agreement for a $200 million five-year secured equipment term loan with Macquarie Bank Limited (the “Macquarie Debt”). In conjunction with closing and funding under such term loan, we have agreed to lease five helicopters for lease terms ranging from 60 to 63 months from Wells Fargo Bank Northwest, N.A., acting as owner trustee for Macquarie Aerospace Inc., an affiliate of Macquarie Bank Limited. The borrower’s obligations under the credit agreement are guaranteed by the Company and secured by 20 oil and gas aircraft. The financing funded on March 7, 2017. Borrowings under the financing bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 5.35% per annum. The interest rate was 7.00%7.87% and 6.24%7.00% as of March 31, 20182019 and 2017,2018, respectively. The proceeds from the financing were used to repay $154.1 million of thea senior secured term loan credit facility providing for $200 million of term loan commitments (the “Term Loan Credit Facility”), which Term Loan Credit Facility was repaid in full and terminated in October 2017, and $45.9 million of the Term Loan.
The credit agreementMacquarie Credit Agreement governing the Macquarie Debt includes covenants, including requirements to maintain, register and insure the respective aircraft secured thereunder, and restrictions on the respective borrower thereunder to incur additional liens on or sell the respective aircraft secured thereunder (except to the Company and its subsidiaries). The Macquarie Debt matures in March 2022.
On October 3, 2019, the Bankruptcy Court approved a term sheet (the “Macquarie Term Sheet”) among the Company, as guarantor, Bristow U.S. LLC, as borrower and lessee, BriLog Leasing Ltd., as lessee, Macquarie Bank Limited, as administrative agent and security agent, Macquarie Leasing LLC, as lender and owner participant, and Macquarie Rotorcraft Leasing Holdings Limited, as owner participant, pursuant to which, among other matters, the parties agreed to enter into definitive documentation at emergence for an amendment to the Macquarie Credit Agreement. Such amendment will, among other things, extend the maturity date of the loan made under the Macquarie Credit Agreement by 12 months to March 6, 2023.
The definitive documentation contemplated by the Macquarie Term Sheet will also (a) adjust the information covenants under the Macquarie Credit Agreement such that the Company shall provide a copy of the annual audit report for each fiscal year for the Company and its subsidiaries as soon as available and in any event within 90 days after the end of such fiscal year of the Company (or, in the case of the fiscal year ended March 31, 2019, by October 31, 2019), and quarterly financial statements of the Company and its subsidiaries within 45 days after the end of each fiscal quarter of the Company (or, in the case of each of the fiscal quarters ended June 30, 2019 and September 30, 2019, by December 31, 2019) and (b) cause obligations under existing leases involving the parties to the Macquarie Term Sheet to be secured with the collateral securing the Macquarie Credit Agreement.
PK Air Debt — On July 17, 2017, a wholly-owned subsidiary Bristow Equipment Leasing Ltd., as borrower, entered into a term loan credit agreement with PK AirFinance, S.à r.l., as agent, and PK Transportation Finance Ireland Limited (“PK Transportation”), as lender, and other lenders from time to time party thereto, which provided for commitments in an aggregate amount of up to $230 million to make up to 24 term loans, each of which was made in respect of an aircraft pledged as collateral for all of the term loans. The term loans are also secured by a pledge of all shares of the borrower and any other assets of the borrower and are guaranteed by the Company. The financing funded in two tranches in September 2017 and proceeds were used to repay $17.0 million of the Term Loan Credit Facility, $93.7 million of the Term Loan and $103.0 million of the Revolving Credit Facility.
Each term loan bears interest at an interest rate equal to, at the borrower’s option, a floating rate of one-month LIBOR plus a margin of 5% per annum (the “Margin”), subject to certain costs of funds adjustments, determined two business days before the borrowing date of each term loan, or a fixed rate based on a notional interest rate swap of 12 30-day months in respect of such term loan with a floating rate of interest based on one-month LIBOR, plus the Margin. The weighted-average interest rate was 6.79%7.50% as of March 31, 2018.2019.
The borrower is required to repay each term loan on an annuity basis, payable monthly in arrears starting on the seventh month following the date of the borrowing of such term loan, with a final payment of 53% of the initial amount of such term loan due on the 70th month following the date of the borrowing of such term loan.
In connection with the PK AirFinance term loan credit agreement,Credit Agreement, the borrower guarantees certain of its direct parent’s obligations under existing aircraft operating leases up to a capped amount.

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On October 3, 2019, the Company entered into an Omnibus Agreement (the “Omnibus Agreement”), dated the same date, among Bristow Equipment Leasing Ltd., as borrower, PK Transportation, as lender, PK AirFinance, as agent for the lender and as security trustee for the MAG Agent and the MAG Parties (each as defined in the PK Credit Agreement), PK AirFinance and PK Transportation. Pursuant to the Omnibus Agreement, among other matters, the parties have agreed, effective upon satisfaction of the conditions precedent set forth in the Omnibus Agreement (the “Omnibus Effective Date”), to amend the PK Credit Agreement to, among other things, extend the maturity date of the 24 loans made under the PK Credit Agreement by 18 months to January 27, 2025 and increase the principal amount of the loans in an aggregate amount of approximately $17.3 million. The Omnibus Agreement also updates the amortization schedule as of October 3, 2019 to provide that, among other things, only interest will be payable on the loans for the six months following the Omnibus Effective Date, with a balloon amount of approximately $104.2 million due on the maturity date. If the loans are refinanced by full prepayment during the six-month period following the Effective Date, no prepayment penalty will be due. Each loan is secured by an aircraft which has been pledged as collateral for the loans.
The Omnibus Agreement also provides that the Borrower Guarantee and Indemnity Cap (as defined in the PK Credit Agreement) will be reduced by the amount of increased principal when paid. In addition, the Omnibus Agreement adjusts the information covenants under the PK Credit Agreement such that the Company shall provide a copy of the annual audit report for each fiscal year for the Company and its subsidiaries as soon as available and in any event within 90 days after the end of such fiscal year of the Company (or, in the case of the fiscal year ended March 31, 2019, by October 31, 2019), and quarterly financial statements of the Company and its subsidiaries within 45 days after the end of each fiscal quarter of the Company (or, in the case of each of the fiscal quarters ended June 30, 2019 and September 30, 2019, by December 31, 2019). In the Omnibus Agreement, PK Transportation also agreed to waive certain events of default arising from breaches of covenants in other agreements as a result of the Chapter 11 Cases and failure to provide its financial statements by their required due dates.
Airnorth Debt Airnorth’s outstanding debt includes interest bearing term loans of $13.8$11.1 million as of March 31, 2018.2019. The term loans primarily relate to the purchase of aircraft, have a remaining term of approximately twoone to sixfour years, and consist of a term loan with interest at LIBOR plus a margin of 2.85% and two term loans each with a fixed rate of 3.1% plus the Reserve Bank of Australia cash rate of 2.0%. The term loans have customary covenants, including certain financial covenants, and varying principal payments.

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Eastern Airways DebtEastern Airways’ outstanding debt includes interest bearing term loans and borrowings under a revolving credit facility totaling $14.5 million as of March 31, 2018. The term loans were used to refinance other Eastern indebtedness in October 2015 and bear interest at LIBOR plus a margin of 1.75%. The interest rate on the term loans was 2.23% as of March 31, 2018. These term loans have quarterly principal payments and mature on August 31, 2018. Borrowings under the revolving credit facility are used for general corporate, working capital and capital expenditure purposes, and bear interest at LIBOR plus a margin of 1.75%. All outstanding obligations under theEastern Airways’ revolving credit facility will maturematured on December 31, 2018, and a final repayment of $7.4 million was made in December 2018. Eastern Airways’ debt also included borrowings under a term loan facility that matured on August 31, 2018, and was repaid in a principal amount of $4.9 million in August 2018.
Other DebtOtherAs of March 31, 2019 and 2018, other debt primarily includes amounts payable relatingrelated to the third year earn-outdeferral of certain aircraft lease payments with monthly payments of $0.4 million beginning in June 2019 and final payment for our investment in Cougar totaling $16.0 million that was paid in April 2017.due May 2021.
Other Matters — Aggregate annual maturities (which excludes unamortized discount of $36.4$33.4 million and unamortized debt issuance costs of $27.5$21.8 million) for all debt for the next five fiscal years and thereafter are as follows (in thousands): and does not reflect the impact of Chapter 11 Cases or the characterization of debt as current:
    
Fiscal year ending March 31  
2019$62,808
202051,243
$52,756
202152,374
53,954
2022181,125
180,270
2023790,772
789,805
2024405,245
Thereafter415,420

$1,553,742
$1,482,030
Interest paid in fiscal years 2019, 2018, 2017 and 20162017 was $78.1$100.6 million,, $51.4 $78.1 million and $41.8$51.4 million,, respectively. Capitalized interest was $3.4$2.4 million,, $10.2 $3.4 million and $10.6$10.2 million in fiscal years 2019, 2018, 2017 and 2016,2017, respectively.
As of March 31, 2018, we had outstanding letters of credit of $19.8 million that we had collateralized with certificates of deposit included in accounts receivable from non-affiliates on our consolidated balance sheet.


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Note 56 — FAIR VALUE DISCLOSURES
Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows:
Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
Recurring Fair Value Measurements
The following table summarizes the financial instruments we had as of March 31, 2019, valued at fair value on a recurring basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2019 
Balance Sheet
Classification
Derivative financial instrument$
 $1,845
 $
 $1,845
 Prepaid expenses and other current assets
Rabbi Trust investments2,544
 
 
 2,544
 Other assets
Total assets$2,544
 $1,845
 $
 $4,389
  
The following table summarizes the financial instruments we had as of March 31, 2018, valued at fair value on a recurring basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance at March 31, 2018 
Balance Sheet
Classification
Derivative financial instrument$
 $718
 $
 $718
 Prepaid expenses and other current assets
Rabbi Trust investments2,296
 
 
 2,296
 Other assets
Total assets$2,296
 $718
 $
 $3,014
  
The rabbi trust investments consist of cash and mutual funds whose fair value are based on quoted prices in active markets for identical assets and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to our non-qualified deferred compensation plan for our senior executives as discussed in Note 10. The derivative financial instrument consists of foreign currency put option contracts whose fair value is determined by quoted market prices of the same or similar instruments, adjusted for counterparty risk. See Note 7 for a discussion of our derivative financial instruments.
Non-recurringRecurring Fair Value Measurements
The majorityfollowing table summarizes the financial instruments we had as of our non-financial assets, which include inventories, property and equipment, assets held for sale, goodwill and other intangible assets, are not required to be carriedMarch 31, 2019, valued at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded as its fair value.basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2019 
Balance Sheet
Classification
Derivative financial instrument$
 $1,845
 $
 $1,845
 Prepaid expenses and other current assets
Rabbi Trust investments2,544
 
 
 2,544
 Other assets
Total assets$2,544
 $1,845
 $
 $4,389
  
The following table summarizes the assetsfinancial instruments we had as of March 31, 2018,, valued at fair value on a non-recurringrecurring basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2018 Total Loss for
Fiscal Year
2018
Inventories$
 $515
 $
 $515
 $(5,717)
Assets held for sale
 30,348
 
 30,348
 (15,853)
Investment in unconsolidated affiliates
 
 62,267
 62,267
 (85,683)
Total assets$
 $30,863
 $62,267
 $93,130
 $(107,253)
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance at March 31, 2018 
Balance Sheet
Classification
Derivative financial instrument$
 $718
 $
 $718
 Prepaid expenses and other current assets
Rabbi Trust investments2,296
 
 
 2,296
 Other assets
Total assets$2,296
 $718
 $
 $3,014
  
The following table summarizes the assets asrabbi trust investments consist of March 31, 2017, valued atcash and mutual funds whose fair value are based on a non-recurring basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2017 Total Loss for
Fiscal Year
2017
Inventories$
 $46,568
 $
 $46,568
 $(7,572)
Assets held for sale
 38,246
 
 38,246
 (12,450)
Goodwill
 
 19,798
 19,798
 (8,706)
Total assets$
 $84,814
 $19,798
 $104,612
 $(28,728)
quoted prices in active markets for identical assets and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to our non-qualified deferred compensation plan for our senior executives as discussed in Note 10. The derivative financial instrument consists of foreign currency put option contracts whose fair value of inventories using Level 2 inputs is determined by evaluating the current economic conditions for sale and disposal of spare parts, which includes estimates as to the recoverability of the carrying value of the parts based on historical experience with sales and disposal of similar spare parts, the expected timeframe of sales or disposals, the location of the spare parts to be sold and the condition of the spare parts to be sold or otherwise disposed of. See Note 1 for further discussion of the impairment of inventories.
The fair value of assets held for sale using Level 2 inputs is determined through evaluation of expected sales proceeds for aircraft. This analysis includes estimates based on historical experience with sales, recent transactions involving similar assets, quoted market prices of the same or similar instruments, adjusted for similar assets and condition and location of aircraft to be sold or otherwise disposed of.counterparty risk. See Note 37 for details on assets held for sale.
The fair valuea discussion of investment in affiliates is estimated using a variety of valuation methods, including the income and market approaches. These estimates of fair value include unobservable inputs, representative of Level 3 fair value measurement, including assumptions related to future performance, such as projected demand for services and rates. For further details on our investment in unconsolidated affiliates, see Notes 1 and 2.derivative financial instruments.

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The fair value of other intangible assets and goodwill is estimated using a variety of valuation methods, including the income and market approaches. These estimates of fair value include unobservable inputs, representative of Level 3 fair value measurement, including assumptions related to future performance, such as projected demand for our services and rates. For further details on other intangible assets and goodwill, see Note 1.
Recurring Fair Value Measurements
The following table summarizes the financial instruments we had as of March 31, 2018,2019, valued at fair value on a recurring basis (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2018 
Balance Sheet
Classification
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2019 
Balance Sheet
Classification
Derivative financial instrument$
 $718
 $
 $718
 Prepaid expenses and other current assets$
 $1,845
 $
 $1,845
 Prepaid expenses and other current assets
Rabbi Trust investments2,296
 
 
 2,296
 Other assets2,544
 
 
 2,544
 Other assets
Total assets$2,296
 $718
 $
 $3,014
 $2,544
 $1,845
 $
 $4,389
 
The following table summarizes the financial instruments we had as of March 31, 2017,2018, valued at fair value on a recurring basis (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance at March 31, 2017 
Balance Sheet
Classification
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance at March 31, 2018 
Balance Sheet
Classification
Derivative financial instrument$
 $718
 $
 $718
 Prepaid expenses and other current assets
Rabbi Trust investments$3,075
 $
 $
 $3,075
 Other assets2,296
 
 
 2,296
 Other assets
Total assets$3,075
 $
 $
 $3,075
 $2,296
 $718
 $
 $3,014
 
The rabbi trust investments consist of cash and mutual funds whose fair value are based on quoted prices in active markets for identical assets and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to our non-qualified deferred compensation plan for our senior executives as discussed in Note 9.10. The derivative financial instrument consists of foreign currency put option contracts whose fair value is determined by quoted market prices of the same or similar instruments, adjusted for counterparty risk. See Note 67 for a discussion of our derivative financial instruments.
Non-recurring Fair Value Measurements
The majority of our non-financial assets, which include inventories, property and equipment, assets held for sale, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded as its fair value.

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The following table summarizes the assets as of March 31, 2019, valued at fair value on a non-recurring basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total Loss for
Fiscal Year
2019
Inventories (1)
$
 $
 $7,697
 $(9,276)
Assets held for sale (2)

 
 5,350
 (8,149)
Aircraft and equipment (1)

 
 136,338
 (104,939)
Other intangible assets (1)

 
 
 (3,005)
Total assets$
 $
 $149,385
 $(125,369)
_____________ 
(1)
Fair value as of September 30, 2018.
(2)
Fair value as of March 31, 2019.
The following table summarizes the assets as of March 31, 2018, valued at fair value on a non-recurring basis (in thousands):
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total Loss for
Fiscal Year
2018
Inventories (1)
$
 $515
 $
 $(5,717)
Assets held for sale (1)

 
 30,348
 (15,853)
Investment in unconsolidated affiliates (1)

 
 62,267
 (85,683)
Total assets$
 $515
 $92,615
 $(107,253)
_____________ 
(1)
Fair value as of March 31, 2018.
The fair value of inventories using Level 2 and 3 inputs is determined by evaluating the current economic conditions for sale and disposal of spare parts, which includes estimates as to the recoverability of the carrying value of the parts based on historical experience with sales and disposal of similar spare parts, the expected time frame of sales or disposals, the location of the spare parts to be sold and the condition of the spare parts to be sold or otherwise disposed of. See Note 1 for further discussion of the impairment of inventories.
The fair value of aircraft and equipment, using Level 3 inputs, is determined using a market approach. The market approach consisted of a thorough review of recent market activity, available transaction data involving the subject aircraft, current demand and availability on the market. We took into account the age, specifications, accrued hours and cycles, and the maintenance status of each subject aircraft.
The fair value of other intangible assets, using Level 3 inputs, is estimated using the income approach. The estimate of fair value includes unobservable inputs, including assumptions related to future performance, such as projected demand for services, rates, and levels of expenditures. For further details on other intangible assets and goodwill, see Note 1.
The fair value of assets held for sale using Level 3 inputs is determined through evaluation of expected sales proceeds for aircraft. This analysis includes estimates based on historical experience with sales, recent transactions involving similar assets, quoted market prices for similar assets and condition and location of aircraft to be sold or otherwise disposed of. See Note 4 for details on assets held for sale.
The fair value of investment in affiliates is estimated using a variety of valuation methods, including the income and market approaches. These estimates of fair value include unobservable inputs, representative of Level 3 fair value measurement, including assumptions related to future performance, such as projected demand for services and rates. For further details on our investment in unconsolidated affiliates, see Notes 1 and 3.

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Fair Value of Debt
The fair value of our debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of our fixed rate long-term debt is estimated based on quoted market prices. The carrying and fair value of our long-term debt, including the current portion and excluding unamortized debt issuance costs, are as follows (in thousands):
March 31,March 31,
2018 20172019 2018
Carrying
Value
 Fair Value 
Carrying
Value
 Fair Value
Carrying
Value
 Fair Value 
Carrying
Value
 Fair Value
8.75% Senior Secured Notes (1)
$346,610
 $353,500
 $
 $
$347,400
 $252,000
 $346,610
 $353,500
4½% Convertible Senior Notes (2)
107,397
 158,772
 
 
112,944
 28,923
 107,397
 158,772
6¼% Senior Notes401,535
 325,243
 401,535
 323,236
401,535
 75,288
 401,535
 325,243
Term Loan
 
 261,907
 261,907
Term Loan Credit Facility
 
 45,900
 45,900
Revolving Credit Facility
 
 139,100
 139,100
Lombard Debt211,087
 211,087
 196,832
 196,832
183,450
 183,450
 211,087
 211,087
Macquarie Debt185,028
 185,028
 200,000
 200,000
171,028
 171,028
 185,028
 185,028
PK Air Debt230,000
 230,000
 
 
212,041
 212,041
 230,000
 230,000
Airnorth Debt13,832
 13,832
 16,471
 16,471
11,058
 11,058
 13,832
 13,832
Eastern Airways Debt14,519
 14,519
 15,326
 15,326

 
 14,519
 14,519
Other Debt3,991
 3,991
 16,293
 16,293
9,168
 9,168
 3,991
 3,991
$1,513,999
 $1,495,972
 $1,293,364
 $1,215,065
$1,448,624
 $942,956
 $1,513,999
 $1,495,972
_____________ 
(1) The carrying value is net of unamortized discount of $2.6 million and $3.4 million as of March 31, 2018.2019 and 2018, respectively.
(2) The carrying value is net of unamortized discount of $30.8 million and $36.4 million as of March 31, 2018.2019 and 2018 respectively.
Other
The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying value due to the short-term nature of these items.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 67 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
From time to time, we enter into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. We do not use financial instruments for trading or speculative purposes.
During fiscal yearyears 2019 and 2018, we entered into foreign currency put option contracts of £5 million per month through November 2018February 2020 to mitigate a portion of our foreign currency exposure. These derivatives wereare designated as cash flow hedges.
The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines how the change in fair value of the derivative instrument will be reflected in the consolidated financial statements. A derivative qualifies for hedge accounting if, at inception, the derivative is expected to be highly effective in offsetting the hedged item’s underlying cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging activities are fulfilled at the time we enter into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge, or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. For derivatives designated as cash flow hedges, the changes in fair value are recorded in accumulated other comprehensive income (loss). The derivative’s gain or loss is released from accumulated other comprehensive income (loss) to match the timing of the effect on earnings of the hedged item’s underlying cash flows.
We review the effectiveness of our hedging instruments on a quarterly basis. We discontinue hedge accounting for any hedge that we no longer consider to be highly effective. Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings.
None of our derivative instruments contain credit-risk-related contingent features. Counterparties to our derivative contracts are high credit quality financial institutions.
The following table presents the balance sheet location and fair value of the portions of our derivative instruments that were designated as hedging instruments as of March 31, 2019 (in thousands):
  Derivatives designated as hedging instruments under ASC 815 Derivatives not designated as hedging instruments under ASC 815 Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet
           
Prepaid expenses and other current assets $1,845
 $
 $1,845
 $
 $1,845
Net $1,845
 $
 $1,845
 $
 $1,845
The following table presents the balance sheet location and fair value of the portions of our derivative instruments that were designated as hedging instruments as of March 31, 2018 (in thousands):
  Derivatives designated as hedging instruments under ASC 815 Derivatives not designated as hedging instruments under ASC 815 Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet
           
Prepaid expenses and other current assets $718
 $
 $718
 $
 $718
Net $718
 $
 $718
 $
 $718
The following table presents the impact that derivative instruments, designated as cash flow hedges, had on our accumulated other comprehensive loss (net of tax) and our consolidated statements of operations for fiscal year 2019 (in thousands):
    Financial statement location
     
Amount of loss recognized in accumulated other comprehensive loss $(506) Accumulated other comprehensive loss
Amount of loss reclassified from accumulated other comprehensive loss into earnings $(464) Statement of operations

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The following table presents the impact that derivative instruments, designated as cash flow hedges, had on our accumulated other comprehensive loss (net of tax) and our consolidated statements of operations for fiscal year 2018 (in thousands):
    Financial statement location
     
Amount of loss recognized in accumulated other comprehensive loss $(414) Accumulated other comprehensive loss
Amount of loss reclassified from accumulated other comprehensive loss into earnings $(68) Statement of operations
We estimate that $0.3$0.4 million of net losses in accumulated other comprehensive loss associated with our derivative instruments is expected to be reclassified into earnings within the next twelve months.

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Note 78 — COMMITMENTS AND CONTINGENCIES
Aircraft Purchase Contracts — As shown in the table below, we expecthave obligations to make additional capital expenditures over the next sevensix fiscal years to purchase additional aircraft. As of March 31, 20182019, we had 2726 aircraft on order and no options to acquire an additional four aircraft. Although a similar number of our existing aircraft may be sold during the same period, the additional aircraft on order will provide incremental fleet capacity in terms of revenue and operating income.
 Fiscal Year Ending March 31,  
 2019 2020 2021 
2022 and
thereafter (1)
 Total
Commitments as of March 31, 2018:         
Number of aircraft:         
Large1
 
 4
 18
 23
U.K. SAR
 4
 
 
 4
 1
 4
 4
 18
 27
Related commitment expenditures (in thousands) (2)
         
Large$19,912
 $26,154
 $80,633
 $292,204
 $418,903
U.K. SAR
 64,494
 
 
 64,494
 $19,912
 $90,648
 $80,633
 $292,204
 $483,397
Options as of March 31, 2018:         
Number of aircraft:         
Large2
 2
 
 
 4
 2
 2
 
 
 4
          
Related option expenditures (in thousands) (2)
$44,181
 $31,536
 $
 $
 $75,717
 Fiscal Year Ending March 31,  
 2020 2021 2022 
2023 and
thereafter (2)
 Total
Commitments as of May 1, 2019:(1)
         
Number of aircraft:         
Large (3)

 
 3
 19
 22
U.K. SAR (4)
4
 
 
 
 4
 4
 
 3
 19
 26
Related commitment expenditures (in thousands)         
Large (3)
$3,437
 $10,542
 $59,808
 $311,027
 $384,814
U.K. SAR (4)
58,882
 
 
 
 58,882
 $62,319
 $10,542
 $59,808
 $311,027
 $443,696
_______________
(1) 
On May 1, 2019, we entered into an amendment to our agreement with Airbus Helicopters for the purchase of 22 H175 helicopters which includes five aircraft that can be cancelled by us prior to the delivery dates. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates for such helicopters for 18 months from the previous schedule with the first three helicopters now scheduled for delivery in the second half of fiscal year 2022. The postponement in deliveries resulted in various amendments to the payment terms under the purchase agreement including the deferral of approximately $110.0 million in capital expenditures scheduled for fiscal years 2019 to 2023 into fiscal years 2024 and beyond. In connection with this amendment, the overall purchase price of these helicopters has been increased by $18.4 million to account for inflation. The impact of this amendment is included in the table above.
(2)
Includes $98.0$94.1 million for five aircraft orders that can be cancelled prior to the delivery dates. We have made non-refundable deposits of $4.5 million related to these aircraft.
(2)(3) 
Includes progress paymentsIn October 2019, the Bankruptcy Court approved our agreement with Airbus Helicopters S.A.S. to reject our aircraft purchase contract for 22 large aircraft.
(4)
The four AW189 U.K. SAR configured aircraft on aircraft scheduled to be deliveredorder were being leased as of March 31, 2019. One of the AW189s was purchased in future periods only if options are exercised.August 2019.
In fiscal year 2019, a large aircraft order was terminated, and we removed $17.5 million of future commitments from the table above. We recorded contract termination costs of $14.7 million included in loss on disposal of assets on our consolidated statements of operations for amounts previously included in construction in progress on our consolidated balance sheets. We have an ongoing dispute with the OEM to recover a portion of these progress payments. For further details, see Note 4.
The following chart presents an analysis of our aircraft orders and options during fiscal years 2019, 2018 2017 and 2016:2017:
 
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
Orders Options Orders Options Orders OptionsOrders Options Orders Options Orders Options
Beginning of fiscal year32
 4
 36
 14
 45
 30
27
 4
 32
 4
 36
 14
Aircraft delivered(5) 
 (9) 
 (8) 

 
 (5) 
 (9) 
Aircraft ordered
 
 5
 
 
 

 
 
 
 5
 
New options
 
 
 
 
 4
Exercised options
 
 
 
 (1) 
Cancelled order(1) 
 
 
 
 
Expired options
 
 
 (10) 
 (20)
 (4) 
 
 
 (10)
End of fiscal year27
 4
 32
 4
 36
 14
26
 
 27
 4
 32
 4
We periodically purchase aircraft for which we have no orders. During both fiscal years 2019 and 2017, we purchased one aircraft that was not on order. During fiscal year 2018, we did not purchase any aircraft for which we did not have an order. During both fiscal years 2017 and 2016, we purchased one aircraft for which we did not have an order.

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Operating Leases — We have non-cancelable operating leases in connection with the lease of certain equipment, land and facilities, including leases for aircraft. Rental expense incurred under all operating leases was $192.3 million, $208.7 million $212.6 million and $211.8$212.6 million in fiscal years 20182019, 20172018 and 2016,2017, respectively. Rental expense incurred under operating leases for aircraft was $181.3$169.2 million, $188.2181.3 million and $184.0188.2 million in fiscal years 20182019, 20172018 and 2016,2017, respectively. As of March 31, 20182019, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 8675 aircraft, are as follows (in thousands):
 Aircraft Other Total
Fiscal year ending March 31,     
2019$158,763
 $9,959
 $168,722
2020114,298
 8,343
 122,641
202150,507
 8,234
 58,741
202225,727
 8,026
 33,753
202312,239
 8,130
 20,369
Thereafter4,676
 32,730
 37,406
 $366,210
 $75,422
 $441,632
In fiscal year 2016, we sold three aircraft for $29.2 million and entered into separate agreements to lease these aircraft back. We did not enter into any sale leasebacks during fiscal years 2018 or 2017.
 Aircraft Other Total
Fiscal year ending March 31,     
2020$121,516
 $11,367
 $132,883
202159,999
 9,814
 69,813
202239,035
 8,797
 47,832
202316,605
 8,396
 25,001
20245,086
 8,513
 13,599
Thereafter
 29,256
 29,256
 $242,241
 $76,143
 $318,384
The aircraft leases range from base terms of up to 181180 months with renewal options of up to 240 months in some cases, include purchase options upon expiration and some include early purchase options. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require us to pay a stipulated amount if we default on our obligations under the agreements. These leases are included in the amounts disclosed above. The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of March 31, 2018:2019:
End of Lease Term
Number
of Aircraft
Fiscal year 20192020 to fiscal year 2020202143
Fiscal year 20212022 to fiscal year 2023202432
Fiscal year 2024 to fiscal year 202611
8675
Employee Agreements — Approximately 54%57% of our employees are represented by collective bargaining agreements and/or unions with 86%78% of these employees being represented by collective bargaining agreements and/or unions that have expired or will expire in one year. These agreements generally include annual escalations of up to 3%4.5%. Periodically, certain groups of our employees who are not covered by a collective bargaining agreement consider entering into such an agreement. We also have employment agreements with members of senior management. For discussion on separation programs between the Company and its employees, see Note 9.10.
Environmental Contingencies — The U.S. Environmental Protection Agency (the “EPA”) has in the past notified us that we are a potential responsible party, or PRP, at three former waste disposal facilities that are on the National Priorities List of contaminated sites. Under the federal Comprehensive Environmental Response, Compensation and Liability Act, also known as the Superfund law, persons who are identified as PRPs may be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites. Although we have not yet obtained a formal release of liability from the EPA with respect to any of the sites, we believe that our potential liability in connection with the sites is not likely to have a material adverse effect on our business, financial condition or results of operations.
CEO Transition — On November 9, 2018, the Company announced the retirement of Jonathan E. Baliff, who served as President and Chief Executive Officer of the Company. Mr. Baliff stepped down from the position of President effective November 9, 2018, while continuing to serve as Chief Executive Officer. On February 11, 2019, the Company entered into a Retirement and Consulting Agreement (the “Retirement and Consulting Agreement”) with Mr. Baliff. Under the Retirement and Consulting Agreement, Mr. Baliff ceased to serve as Chief Executive Officer of the Company and resigned from the Board of Directors of the Company (the “Board”), effective February 28, 2019. Commencing March 1, 2019, Mr. Baliff provided consulting services to the Company through June 30, 2019 and received a monthly consulting fee of $30,000.
Mr. Baliff’s retirement constituted a separation of employment entitling him to benefits under the Company’s Management Severance Benefits Plan for U.S. Employees (the “Severance Plan”). Pursuant to the Severance Plan and subject to Mr. Baliff’s execution and non-revocation of a release of claims against the Company, upon his termination of employment, Mr. Baliff became entitled to: (a) severance of $1,442,000, equal to two times Mr. Baliff’s base salary; (b) Company payment of Mr. Baliff’s COBRA premiums for 36 months (extended from 18 months); (c) outplacement services for 12 months); (d) accelerated vesting of Company

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equity awards and Company performance cash awards granted in June 2016 that would have vested by their terms in June 2019; and (e) a pro-rata bonus, assuming target performance, for the portion of fiscal year 2019 during which Mr. Baliff served as Chief Executive Officer.
In consideration of Mr. Baliff’s agreement to extend the post-termination non-compete and employee non-solicitation provisions from one year to two years, the Company agreed that the following Company equity awards would remain outstanding and continue to vest, subject to Mr. Baliff’s compliance with the restrictive covenants and satisfaction of his obligations under the consulting arrangement described above: (a) options to purchase 43,503 shares of Company stock, scheduled to vest on June 5, 2019; (b) options to purchase 102,190 shares of Company stock, scheduled to vest on June 12, 2019; (c) 74,502 Company restricted stock units, scheduled to vest on June 12, 2020; and (d) 23,927 Company restricted stock units, scheduled to vest on June 5, 2021.
Effective upon Mr. Baliff’s retirement and until the appointment of a new Chief Executive Officer, the Board named Thomas N. Amonett, the Vice-Chairman of the Board and interim President of the Company, to the additional role of interim Chief Executive Officer. On March 1, 2019, we announced that L. Don Miller, Senior Vice President and Chief Financial Officer of the Company, had been appointed to succeed Mr. Baliff as President and Chief Executive Officer of the Company, effective as of the close of business on February 28, 2019. Mr. Miller joined the Board concurrently with the effectiveness of his appointment as President and Chief Executive Officer. Mr. Amonett, who has been serving as the interim President of the Company, was appointed to the role of Executive Vice Chairman of the Board, effective upon the effectiveness of Mr. Miller’s appointment. Brian J. Allman, Vice President and Chief Accounting Officer of the Company, was appointed to succeed Mr. Miller as Senior Vice President and Chief Financial Officer.
Other Purchase Obligations — As of March 31, 2018,2019, we had $48.3$37.8 million of other purchase obligations representing unfilled purchase orders for aircraft parts and non-cancelable power-by-the-hour maintenance commitments. For further details on the non-cancelable power-by-the-hour maintenance commitments, see Note 1.
Sikorsky Lawsuit — On January 8, 2019, we filed suit in the District Court of Harris County, Texas against Sikorsky Aircraft Corporation (“Sikorsky”) for breach of contract, unjust enrichment and conversion as a result of Sikorsky terminating a sales agreement after we sought to delay delivery of a helicopter and retaining our $11.7 million deposit as liquidated damages. We are seeking a ruling that Sikorsky be required to return the deposit and provide an accurate calculation of its damages under the sales agreement. Sikorsky has challenged venue, and discovery related thereto is underway.
Other Matters Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to deductible, self-insured retention and loss sensitive factors.

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our Bell 407 model aircraft was involved in an accident in the Gulf of Mexico in which one pilot and one passenger were fatally injured. The cause(s) of the accident remain unknown at this time. We continue to work with authorities in their investigation.
As previously reported, on April 29, 2016, another company’s EC 225LP (also known as a H225LP) model helicopter crashed near Turøy outside of Bergen, Norway resulting in the European Aviation Safety Agency (“EASA”) issuing airworthiness directives prohibiting flight of H225LP and AS332L2 model aircraft. On July 20, 2017, the U.K. CAA and the Norway Aviation AgencyNCAA issued safety and operational directives thatwhich detail the conditions to apply for safe return to service of H225LP and AS332L2 model aircraft, where operators wish to do so. On July 5, 2018, the Accident Investigation Board Norway issued its final investigation report on the accident. The report cited a fatigue fracture within the epicyclic module of the main gear box as the cause of the accident, and issued safety recommendations in a number of areas, including gearbox design and certification requirements, failure tolerance, and continued airworthiness of the AS332L2 and the H225LP helicopters. We continue not to operate for commercial purposes our 24 H225LP model aircraft. Weaircraft, and we are carefully evaluating next steps and demand for the H225LP model aircraft in our oil and gas and SAR operations worldwide, with the safety of passengers and crews remaining our highest priority. In May 2019, we terminated our leases for four H225LP model aircraft that were included within our fleet as of March 31, 2019. Recent third-party market transactions and the development of alternative opportunities outside of our traditional oil and gas services for our H225 aircraft indicated a substantial return to oil and gas service within our operations was not likely.
Separately, our efforts to successfully integrate AW189 aircraft into serviceOn November 6, 2017, the Huntington National Bank (“Huntington”) filed suit against the Company and Bristow U.S. LLC in the U.S. District Court for the U.K. SAR contractSouthern District of New York (the “Southern District of New York Court”). Huntington alleges violation of an addendum of a lease agreement for failure to arrange for the enrollment of the aircraft engines in a maintenance agreement and seeks approximately $2.5 million in damages. We submitted a counterclaim for approximately $100,000 of costs related to storage, maintenance and insurance of the aircraft following the expiration of the lease. On March 1, 2019, the Southern District of New York Court denied Huntington’s motion for summary judgment. We initiated discovery; however, on May 16,

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2019, the proceedings were stayed as a result of the Chapter 11 Cases. We have been delayed duereached a settlement with Huntington to dismiss the claims upon mutually agreeable terms subject to Bankruptcy Court approval.
Two purported class action complaints, Kokareva v. Bristow Group Inc., Case No. 4:19-cv-0509 and Lilienfield v. Bristow Group Inc., Case No. 4:19-cv-1064, were filed in the U.S. District Court for the Southern District of Texas (the “Southern District of Texas Court”) on February 14, 2019 and March 21, 2019, respectively. The complaints, which also name Jonathan E. Baliff and L. Don Miller as defendants, allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 arising out of the Company’s disclosures and alleged failure to make timely disclosure of inadequate monitoring control processes related to non-financial covenants within certain of its secured financing and lease agreements. On May 17, 2019, the Southern District of Texas Court appointed BRS Investor Group as Lead Plaintiff and consolidated both actions under Kokareva v. Bristow Group Inc., Case No. 4:19-cv-0509. When the Company filed the Chapter 11 Cases on May 11, 2019, the litigation against the Company was automatically stayed.  The case was not automatically stayed against the individual defendants, but the parties agreed to a product improvement plan withbriefing schedule and submitted a scheduling stipulation to the aircraft. AsSouthern District of Texas Court on July 22, 2019. The Southern District of Texas Court entered a result,scheduling order on September 5, 2019, and the acceptancePlaintiffs Consolidated Class Action Complaint is due on November 5, 2019. After the plaintiffs file their Consolidated Class Action Complaint, the defendants will have until January 6, 2020 to file responsive pleadings, including a motion to dismiss. The defendants believe that the claims are without merit and intend to vigorously defend against them.
On June 7, 2019, Marilyn DeVault filed a Stockholder Derivative Complaint against Thomas N. Amonett, Gaurdie Banister Jr., Ian A. Godden, Lori A. Gobillot, A. William Higgins, Thomas C. Knudson, Biggs C. Porter, Jonathan E. Baliff, Stephen A. King, Matthew Masters, David C. Gompert, Bruce H. Stover, L. Don Miller, and Brian J. Allman (the “Derivative Defendants”) in the United States District Court for the District of four AW189 aircraft will be pushedDelaware. The complaint alleges breaches of fiduciary duties and violations of Section 10(b) of the Securities Exchange Act of 1934 arising out of Company disclosures and failing to later dates. We continue to meet our contractual obligations under the U.K. SAR contract through the utilization of other aircraft.
During fiscal year 2018, we reached agreements with OEMs to recover $136.0 millionhave adequate monitoring control processes related to ongoing aircraft issues mentioned above,non-financial covenants within certain of which $125.0 million was recovered during fiscal year 2018our secured financing and $11.0 million was recoveredlease agreements. The complaint also alleges waste of corporate assets, gross mismanagement, and unjust enrichment. On July 19, 2019, the parties submitted a Joint Stipulation to stay the case pending the resolution of any motion to dismiss filed in May 2018. For further detailsthe actions in the Southern District of Texas Court. The Court entered an order to stay the case pursuant to this stipulation on August 1, 2019. The Derivative Defendants believe that the accounting for these recoveries, see Note 3.claims are without merit and intend to vigorously defend against them.
We operate in jurisdictions internationally where we are subject to risks that include government action to obtain additional tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact our earnings until such time as a clear court or other ruling exists. We operate in jurisdictions currently where amounts may be due to governmental bodies that we are not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. We believe that payment of amounts in these instances is not probable at this time, but is reasonably possible.
A loss contingency is reasonably possible if the contingency has a more than remote but less than probable chance of occurring. Although management believes that there is no clear requirement to pay amounts at this time and that positions exist suggesting that no further amounts are currently due, it is reasonably possible that a loss could occur for which we have estimated a maximum loss at March 31, 2018 to be approximately $5 million to $6 million.
In connection with the Bristow Norway acquisition in October 2008, we granted the former partner in this joint venture an option that if exercised would require us to acquire up to five aircraft at fair value upon the expiration of the lease terms for such aircraft. One of the options was exercised in December 2009 and two of the options expired. The remaining aircraft leases expire in August 2018. We are currently unable to estimate the fair value of these aircraft. While we do not currently expect to be required to purchase these aircraft, the former joint venture partner has until May 31, 2018 to notify us. If the joint venture partner does not exercise its option, it is our intent to return the aircraft after the leases expire in August 2018.
We are a defendant in certain claims and litigation arising out of operations in the normal course of business. In the opinion of management, uninsured losses, if any, will not be material to our financial position, results of operations or cash flows.
See Part I. Item 3. “Legal Proceedings” included elsewhere in this Annual Report for a discussion of other actions or claims pending.

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Note 89 — TAXES
On December 22, 2017, the president of the United States signed into law the Act. The Act includes numerous changes in existing U.S. tax law, including (1) reducing the U.S. federal corporate income tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; and (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized. The Act also includes the following provisions that will be applicable to us beginning in fiscal year 2019: (1) creation of a new minimum tax on base erosion and anti-abuse; (2) creation of additional limitations on deductible business interest expense; and (3) creation of additional limitations on the utilization of net operating loss carryforwards.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Act. The measurement period ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. For the year ended March 31, 2018, our provision for income taxes includes the impact of decisions regarding the various impacts of tax reform and related disclosures. Consistent with guidance in SAB 118, we recorded provisional amounts for the transition tax on undistributed earnings of $52.9 million, which was partially offset by foreign tax credits of $22.6 million. We also recorded $53.0 million tax benefit as a result of the revaluation of our net deferred tax liabilities. The provisional amounts incorporate assumptions made based upon our current interpretation of the Act and may change as we receive additional clarification and implementation guidance.

We are continuing to analyze additional information to determine the final impact as well as other impacts of the Act. Any adjustments recorded to the provisional amounts will be included in income from operations as an adjustment to our fiscal year 2019 financial statements.
The components of deferred tax assets and liabilities are as follows (in thousands):
 March 31,
 2018 2017
Deferred tax assets:   
Foreign tax credits$9,140
 $39,554
State net operating losses12,337
 8,432
Net operating losses98,911
 97,878
Accrued pension liability6,289
 10,445
Accrued equity compensation10,172
 17,162
Deferred revenue688
 1,446
Employee award programs1,603
 4,343
Employee payroll accruals4,426
 5,328
Inventories1,666
 3,111
Investment in unconsolidated affiliates28,778
 17,099
Other5,543
 5,865
Valuation allowance - foreign tax credits(9,140) (31,974)
Valuation allowance - state(12,337) (8,432)
Valuation allowance(50,510) (34,321)
Total deferred tax assets$107,566
 $135,936
Deferred tax liabilities:   
Property and equipment$(150,224) $(220,305)
Inventories(2,070) (1,967)
Investment in unconsolidated affiliates(21,470) (28,631)
Employee programs(1,224) (1,033)
Deferred gain(2,691) (3,208)
Other(4,155) (5,371)
Total deferred tax liabilities$(181,834) $(260,515)
Net deferred tax liabilities$(74,268) $(124,579)

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 March 31,
 2019 2018
Deferred tax assets:   
Foreign tax credits$39,554
 $9,140
State net operating losses12,448
 12,337
Net operating losses102,074
 98,911
Accrued pension liability4,254
 6,289
Accrued equity compensation9,115
 10,172
Interest expense limitation17,852
 
Deferred revenue511
 688
Employee award programs387
 1,603
Employee payroll accruals3,476
 4,426
Inventories1,263
 1,666
Investment in unconsolidated affiliates30,783
 28,778
Convertible note2,013
 
Capital loss carryover4,200
 
Accrued expenses not currently deductible6,339
 3,240
Other7,005
 2,303
Valuation allowance - foreign tax credits(39,554) (9,140)
Valuation allowance - state(12,448) (12,337)
Valuation allowance(76,212) (50,510)
Total deferred tax assets$113,060
 $107,566
Deferred tax liabilities:   
Property and equipment$(136,175) $(150,224)
Inventories(1,754) (2,070)
Investment in unconsolidated affiliates(27,595) (21,470)
Employee programs
 (1,224)
Deferred gain(1,872) (2,691)
Other(4,872) (4,155)
Total deferred tax liabilities$(172,268) $(181,834)
Net deferred tax liabilities$(59,208) $(74,268)
Companies may use foreign tax credits to offset the U.S. income taxes due on income earned from foreign sources. However, the credit that may be claimed for a particular taxable year is limited by the total income tax on the U.S. income tax return as well as by the ratio of foreign source net income in each statutory category to total net income. The amount of creditable foreign taxes available for the taxable year that exceeds the limitation (i.e., “excess foreign tax credits”) may be carried back one year and forward ten years. We have $9.1$39.6 million of excess foreign tax credits as of March 31, 2018, all2019, of which $6.6 million will expire in fiscal year 2021, $4.0 million will expire in fiscal year 2022, $0.2 million will expire in fiscal year 2023, $15.6 million will expire in fiscal year 2024 and $13.2 million will expire in fiscal year 2025. As of March 31, 2018,2019, we have $149.0$145.0 million of net operating losses in the U.S., of which $2.5 million will expire in fiscal year 2036, $119.7$0.8 million will expire in fiscal year 2037 and $26.8$6.5 million will expire in fiscal year 2038. The remaining $137.8 million of net operating losses can be carried forward indefinitely. In addition, we have net operating losses in certain states totaling $199.7$200.1 million which will begin to expire in fiscal year 2022.
Certain limitations on the deductibility of interest expense pursuant to the Act became effective for Bristow on April 1, 2018. As of March 31, 2019, we recorded a deferred income tax benefit related to our current year disallowance of $85 million of interest expense which can be carried forward indefinitely.
Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset future taxable income and reduce federal income tax liability is subject to certain requirements and restrictions. In particular, if we experience an “ownership change” as defined in section 382 of the U.S. Internal Revenue Code, then our ability to use these tax attributes may be substantially limited, which could have a negative impact on our financial position and results of operations.

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We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. As of March 31, 2018,2019, valuation allowances were $50.5$76.2 million for foreign operating loss carryforwards, $12.3$12.4 million for state operating loss carryforwards, $4.2 million for capital loss carryforwards and $9.1$39.6 million for foreign tax credits.
The following table is a rollforward of the deferred tax valuation allowance (in thousands):
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162018 2017 2016
Balance – beginning of fiscal year$(74,727) $(29,373) $(11,700)$(71,987) $(74,727) $(29,373)
Additional allowances(20,259) (45,354) (17,673)(59,493) (20,259) (45,354)
Reversals and other changes22,999
 
 
3,266
 22,999
 
Balance – end of fiscal year$(71,987) $(74,727) $(29,373)$(128,214) $(71,987) $(74,727)
The components of loss before benefit (provision) for income taxes for fiscal years 20182019, 20172018 and 20162017 are as follows (in thousands): 
  Fiscal Year Ended March 31, 
  2018 2017 2016 
 Domestic$(91,002) $(147,988) $(115,277) 
 Foreign(137,972) 3,686
 36,046
 
 Total$(228,974) $(144,302) $(79,231) 
  Fiscal Year Ended March 31, 
  2019 2018 2017 
 Domestic$(263,377) $(91,002) $(147,988) 
 Foreign(72,922) (136,998) 4,660
 
 Total$(336,299) $(228,000) $(143,328) 
The provision (benefit) for income taxes for fiscal years 2019, 2018 2017 and 20162017 consisted of the following (in thousands):
  Fiscal Year Ended March 31, 
  2018 2017 2016 
 Current:      
 Domestic$1,247
 $2,797
 $(29,907) 
 Foreign13,607
 17,153
 27,317
 
  $14,854
 $19,950
 $(2,590) 
 Deferred:      
 Domestic$(39,079) $24,651
 $(4,483) 
 Foreign(6,666) (12,013) 4,991
 
  $(45,745) $12,638
 $508
 
 Total$(30,891) $32,588
 $(2,082) 
  Fiscal Year Ended March 31, 
  2019 2018 2017 
 Current:      
 Domestic$1,337
 $1,247
 $2,797
 
 Foreign15,313
 13,607
 17,153
 
  $16,650
 $14,854
 $19,950
 
 Deferred:      
 Domestic$(16,523) $(39,079) $24,651
 
 Foreign(288) (6,666) (12,013) 
  $(16,811) $(45,745) $12,638
 
 Total$(161) $(30,891) $32,588
 

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The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the (provision) benefit for income taxes is shown below:
  Fiscal Year Ended March 31, 
  2018 2017 2016 
 Statutory rate31.6 % 35.0 % 35.0 % 
 Effect of U.S. tax reform9.9 %  %  % 
 Net foreign tax on non-U.S. earnings0.8 % (0.5)% (8.4)% 
 Benefit of foreign tax deduction in the U.S. % 2.5 % 2.6 % 
 Foreign earnings indefinitely reinvested abroad(8.2)% (1.1)% 15.9 % 
 Change in valuation allowance1.1 % (25.7)% (25.3)% 
 Foreign earnings that are currently taxed in the U.S.(32.9)% (28.3)% (7.9)% 
 Effect of change in foreign statutory corporate income tax rates % (0.2)% 1.1 % 
 Impairment of foreign investments11.8 %  %  % 
 Goodwill impairment % (1.0)% (11.8)% 
 Changes in tax reserves(2.3)% (0.2)% (0.5)% 
 Other, net1.7 % (3.1)% 1.9 % 
 Effective tax rate13.5 % (22.6)% 2.6 % 
  Fiscal Year Ended March 31, 
  2019 2018 2017 
 Statutory rate21.0 % 31.6 % 35.0 % 
 Effect of U.S. tax reform(3.5)% 9.9 %  % 
 Net foreign tax on non-U.S. earnings(0.3)% 0.8 % (0.5)% 
 Benefit of foreign tax deduction in the U.S. %  % 2.5 % 
 Foreign earnings indefinitely reinvested abroad(4.4)% (8.1)% (0.8)% 
 Change in valuation allowance(15.2)% 1.1 % (25.8)% 
 Foreign earnings that are currently taxed in the U.S.(0.7)% (33.0)% (28.5)% 
 Effect of change in foreign statutory corporate income tax rates0.4 %  % (0.2)% 
 Impairment of foreign investments % 11.9 %  % 
 Goodwill impairment %  % (1.0)% 
 Changes in tax reserves0.7 % (2.3)% 0.6 % 
 Other, net2.0 % 1.6 % (4.0)% 
 Effective tax rate % 13.5 % (22.7)% 
In fiscal year 2019, our effective tax rate is 0.0% and includes (a) $51.0 million of tax expense for an increase in valuation allowances and (b) a reduction to our previously-recorded U.S. statutory tax rate reduction adjustment of $19.0 million offset by a one-time non-cash transition tax expense of $30.6 million.
On December 22, 2017, the president of the United States signed into law the Act. The Act includes numerous changes in existing U.S. tax law, including a permanent reduction in the U.S. federal corporate income tax rate from 35% to 21%. The rate reduction took effect on January 1, 2018. Further, the Act provided for a one-time “deemed repatriation” of accumulated foreign earnings of certain foreign corporations. Under U.S. generally accepted accounting principles, our net deferred tax liabilities are required to be revalued during the period in which the new tax legislation is enacted. We completed our analysis of the income tax implications of the Act during the third quarter of fiscal year 2019. Pursuant to the issuance of additional guidance by the U.S. Internal Revenue Service related to the calculation of the one-time deemed repatriation tax, we adjusted our previously reported provisional amounts by recording an additional tax expense of $11.6 million related to remeasurement of deferred taxes offset by one-time mandatory deemed repatriation.
Certain provisions under the Act became applicable to Bristow on April 1, 2018 and our tax provision for fiscal year 2019 includes the tax implications of these provisions. These provisions include Global Intangible Low-Taxed Income (“GILTI”), Base Erosions and Anti-Avoidance Tax (“BEAT”), Foreign Derived Intangible Income (“FDII”) and certain limitations on the deduction of interest expense and utilization of net operating losses.
In fiscal year 2018, our effective tax rate iswas 13.5% and includes: (i) tax benefit of $27.0 million related to the impairment of our equity investment in Líder; (ii) tax impact of one-time transition tax on unrepatriated earnings of foreign subsidiaries under the Act of $52.9 million, which is partially offset by the utilization of foreign tax credits of $22.6 million; (iii) tax benefit of $53.0 million as a result of the revaluation of our net deferred tax liabilities; and (iv) tax benefit due to release of $22.8 million of foreign tax credit valuation allowances.
Our effective income tax rate for fiscal year 2017 was (22.6)(22.7)%representing the income tax expense rate on a pre-tax net loss for the fiscal year, which was reduced by $37.0 million of tax expense for an increase in valuation allowance.
A portion of our aircraft fleet is owned directly or indirectly by our wholly owned Cayman Island subsidiaries. Our foreign operations combined with our leasing structure provided a material benefit to the effective tax rates for fiscal years 2019, 2018 2017 and 2016.2017. In fiscal year 2017, our unfavorable permanent differences, such as valuation allowances and non-tax deductible goodwill write-off had the effect of increasing our income tax expense and reducing our effective tax rate applied to pre-tax losses. Also, our effective tax rates for fiscal years 2019, 2018 2017 and 20162017 benefited from the permanent investment outside the U.S. of foreign earnings, upon which no U.S. tax had been provided until the one-time transition tax on unrepatriated earnings of foreign subsidiaries under the Act.
In fiscal year 2017, our effective tax rate was impacted by valuation allowances of $37.0 million and a change in the mix of geographic earnings in which we experienced U.S. losses offset by taxes in jurisdictions taxed on a deemed profit basis. The current effective tax rate was impacted by the tax effect of the $8.7 million goodwill impairment discussed in Note 1.

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In August 2008, certain of our existing and newly created subsidiaries completed intercompany leasing transactions involving eleven aircraft. The tax benefit of this transaction is being recognized over the remaining useful life of the assets, which is approximately 13 years. During each of the fiscal yearsyear 2017, and 2016, this transaction resulted in a $2.4 million and $2.8 million reduction in our consolidated provision for income taxes, respectively.taxes. This transaction resulted in no impact on our consolidated provision for income taxes during fiscal year 2018.

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assets other than inventory (ASU 2016-16). We adopted this accounting guidance effective April 1, 2018 using the modified retrospective method, through a cumulative-effect adjustment directly to retained earnings. Upon adoption, we recognized the deferred tax impact directly through retained earnings and, therefore, we do not expect any future tax impact.
Our operations are subject to the jurisdiction of multiple tax authorities, which impose various types of taxes on us, including income, value added, sales and payroll taxes. Determination of taxes owed in any jurisdiction requires the interpretation of related tax laws, regulations, judicial decisions and administrative interpretations of the local tax authority. As a result, we are subject to tax assessments in such jurisdictions including the re-determination of taxable amounts by tax authorities that may not agree with our interpretations and positions taken. The following table summarizes the years open by jurisdiction as of March 31, 20182019:
 JurisdictionYears Open 
 U.S.Fiscal year 20142017 to present 
 U.K.Fiscal year 2017 to present
GuyanaFiscal year 2013 to present 
 NigeriaFiscal year 2009 to present 
 TrinidadFiscal year 20052007 to present 
 AustraliaFiscal year 20142015 to present 
 NorwayFiscal year 20142012 to present 
The effects of a tax position are recognized in the period in which we determine that it is more-likely-than-not (defined as a more than 50% likelihood) that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being recognized upon ultimate settlement.
We have analyzed filing positions in the federal, state and foreign jurisdictions where we are required to file income tax returns for all open tax years. We believe that the settlement of any tax contingencies would not have a significant impact on our consolidated financial position, results of operations or liquidity. In fiscal years 20182019, 20172018 and 2016,2017, we had a net (benefit) provision of$(2.3) million, $5.4 million, and $0.2 million and $0.4 million, respectively, of reserves for tax contingencies primarily related to non-U.S. income tax on foreign leasing operations. Our policy is to accrue interest and penalties associated with uncertain tax positions in our provision for income taxes. In fiscal years 20182019, 2018 and 2017, and 2016, $0.1$0.0 million, $0.20.1 million and $0.30.2 million, respectively, in interest and penalties were accrued in connection with uncertain tax positions.
As of March 31, 20182019 and 2017,2018, we had $6.7$4.3 million and $1.3$6.7 million, respectively, of unrecognized tax benefits, all of which would have an impact on our effective tax rate, if recognized.
The activity associated with our unrecognized tax benefit during fiscal years 20182019 and 20172018 is as follows (in thousands):
  
Fiscal Year Ended
March 31,
 
  2018 2017 
 Unrecognized tax benefits – beginning of fiscal year$1,332
 $1,093
 
 Increases for tax positions taken in prior years7,784
 1,059
 
 Decreases for tax positions taken in prior years(2,434) (818) 
 Decrease related to statute of limitation expirations
 (2) 
 Unrecognized tax benefits – end of fiscal year$6,682
 $1,332
 
  
Fiscal Year Ended
March 31,
 
  2019 2018 
 Unrecognized tax benefits – beginning of fiscal year$6,682
 $1,332
 
 Increases for tax positions taken in prior years100
 7,784
 
 Decreases for tax positions taken in prior years(2,445) (2,434) 
 Decrease related to statute of limitation expirations
 
 
 Unrecognized tax benefits – end of fiscal year$4,337
 $6,682
 
As of March 31, 2018,2019, we have aggregated approximately $517.9$442.0 million in unremitted foreign earnings reinvested abroad. Pursuant to the Act, these earnings were subject to the mandatory one-time transition tax and eligible to be repatriated to the U.S. without additional U.S. tax. Although these foreign earnings have been deemed to be repatriated from a U.S. federal income tax perspective, we have not yet completed our assessment of the U.S. tax reform on our plans to reinvest foreign earnings and as such have not changed our prior conclusion that the unremitted earnings are indefinitely reinvested. Accordingly, we have not provided

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deferred taxes on these unremitted earnings. If our expectations were to change, withholding and other applicable taxes incurred upon repatriation, if any, are not expected to have a significant impact on our results of operations.
We receive a tax benefit that is generated by certain employee stock benefit plan transactions. Under previous accounting guidance, in fiscal yearsyear 2017, and 2016, this benefit was recorded directly to additional paid-in-capital on our consolidated balance sheets and did not reduce our effective income tax rate.
Income taxes paid during fiscal years 20182019, 2018 and 2017 and 2016 were $26.7$19.4 million,$26.7 million and $28.1 million and $28.0 million, respectively.


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Note 910 — EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Bristow Group Inc. Employee Savings and Retirement Plan (the “Bristow Plan”) covers certain of our U.S. employees. Under the Bristow Plan, we match each participant’s contributions up to 3% of the employee’s compensation. In addition, under the Bristow Plan, we contribute an additional 3% of the employee’s compensation at the end of each calendar year.
Bristow Helicopters and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution plan. ThisThese defined contribution planplans replaced the defined benefit pension plans described below for future accrual.
On March 1, 2016, the defined benefit pension plan in Norway was closed and replaced with a defined contribution plan.
Our contributions to our defined contribution plans were $22.022.2 million, $21.822.0 million and $14.421.8 million for fiscal years 20182019, 20172018 and 2016,2017, respectively.
Defined Benefit Plans
The defined benefit pension plans of Bristow Helicopters and BIAGL replaced by the defined contribution plans described above covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. Both plans were closed to future accrual as of February 1, 2004. The defined benefits for employee members were based on the employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with retail price inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of 5% per year over the period to retirement. Any valuation deficits are funded by contributions by Bristow Helicopters and BIAGL. Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily invested in equities and debt securities. For members of the two closed defined benefit pension plans, since January 2005, Bristow Helicopters contributes a maximum of 7% of a participant’s non-variable salary, and since April 2006, the maximum employer contribution into the plan has been 7.35% for pilots. Each member is required to contribute a minimum of 5% of non-variable salary for Bristow Helicopters to match the contribution. In addition, there are three defined contribution plans for staff who were not members of the original defined benefit plans, two of which are closed to new members.


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The following tables provide a rollforward of the projected benefit obligation and the fair value of plan assets, set forth the defined benefit retirement plans’ funded status and provide detail of the components of net periodic pension cost calculated for the U.K. pension plans. The measurement date adopted is March 31. For the purposes of amortizing gains and losses, the 10% corridor approach has been adopted and assets are taken at fair market value. Any such gains or losses are amortized over the average remaining life expectancy of the plan members.
  
Fiscal Year Ended
March 31,
 
  2018 2017 
      
  (In thousands) 
 Change in benefit obligation:    
 Projected benefit obligation (PBO) at beginning of period$517,186
 $525,053
 
 Service cost856
 627
 
 Interest cost12,914
 15,330
 
 Actuarial loss (gain)(19,930) 73,622
 
 Benefit payments and expenses(27,002) (26,456) 
 Effect of exchange rate changes61,104
 (70,990) 
 Projected benefit obligation (PBO) at end of period$545,128
 $517,186
 
 Change in plan assets:    
 Market value of assets at beginning of period$455,539
 $454,946
 
 Actual return on assets7,480
 71,873
 
 Employer contributions17,001
 16,530
 
 Benefit payments and expenses(27,002) (26,456) 
 Effect of exchange rate changes55,357
 (61,354) 
 Market value of assets at end of period$508,375
 $455,539
 
 Reconciliation of funded status:    
 Accumulated benefit obligation (ABO)$545,128
 $517,186
 
 Projected benefit obligation (PBO)$545,128
 $517,186
 
 Fair value of assets(508,375) (455,539) 
 Net recognized pension liability$36,753
 $61,647
 
 Amounts recognized in accumulated other comprehensive loss$232,043
 $220,396
 
 
Fiscal Year Ended
March 31,
 2019 2018
    
 (In thousands)
Change in benefit obligation:   
Projected benefit obligation (PBO) at beginning of period$545,128
 $517,186
Service cost655
 856
Interest cost12,984
 12,914
Actuarial loss (gain)9,702
 (19,930)
Benefit payments and expenses(28,593) (27,002)
Plan amendments3,020
 
Effect of exchange rate changes(38,820) 61,104
Projected benefit obligation (PBO) at end of period$504,076
 $545,128
Change in plan assets:   
Market value of assets at beginning of period$508,375
 $455,539
Actual return on assets18,121
 7,480
Employer contributions16,644
 17,001
Benefit payments and expenses(28,593) (27,002)
Effect of exchange rate changes(36,197) 55,357
Market value of assets at end of period$478,350
 $508,375
Reconciliation of funded status:   
Accumulated benefit obligation (ABO)$504,076
 $545,128
Projected benefit obligation (PBO)$504,076
 $545,128
Fair value of assets(478,350) (508,375)
Net recognized pension liability$25,726
 $36,753
Amounts recognized in accumulated other comprehensive loss$219,232
 $232,043
  Fiscal Year Ended March 31, 
  2018 2017 
2016 (1)
 
        
  (In thousands) 
 Components of net periodic pension cost:      
 Service cost for benefits earned during the period$856
 $627
 $8,243
 
 Interest cost on PBO12,914
 15,330
 20,108
 
 Expected return on assets(21,184) (21,697) (27,208) 
 Amortization of unrecognized losses8,151
 7,266
 8,246
 
 Net periodic pension cost$737
 $1,526
 $9,389
 
 Fiscal Year Ended March 31,
 2019 2018 2017
      
 (In thousands)
Components of net periodic pension cost:     
Service cost for benefits earned during the period$655
 $856
 $627
Interest cost on PBO12,984
 12,914
 15,330
Expected return on assets(17,118) (21,184) (21,697)
Amortization of unrecognized losses8,001
 8,151
 7,266
Net periodic pension cost$4,522
 $737
 $1,526
_______________Service cost component is reported in our statement of operations in direct cost. All other components of net periodic pension cost are reported in the other expenses, net.
(1)
Bristow Norway had a final salary defined benefit plan prior to its closing on March 1, 2016, which led to a curtailment and settlement of the projected benefit obligations.
The amount in accumulated other comprehensive loss as of March 31, 20182019 expected to be recognized as a component of net periodic pension cost in fiscal year 20192020 is $6.56.8 million, net of tax, and represents amortization of the net actuarial losses.
In October 2018, the U.K. High Court ruled that the U.K. defined pension schemes will be required to equalize for the effect of unequal guaranteed minimum pensions (“GMPs”) accrued between 1990 and 1997 by adjusting other non-GMP benefits. We recorded additional pension liability of $2.9 million as of December 31, 2018 related to this ruling that will be recorded as additional service cost over the future service period of approximately 20 years.

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Actuarial assumptions used to develop the components of the U.K. plans were as follows:    
  Fiscal Year Ended March 31, 
  2018 2017 2016 
 Discount rate2.40% 3.30% 3.30% 
 Expected long-term rate of return on assets4.41% 5.30% 5.40% 
 Pension increase rate3.00% 2.80% 2.80% 
Actuarial assumptions used to develop the components of the Norway plan were as follows:
Fiscal Year Ended March 31, 2016
Discount rate2.50%
Rate of compensation increase3.50%
Social Security increase amount3.25%
Expected return on plan assets1.50%
Pension increase rate%
  Fiscal Year Ended March 31, 
  2019 2018 2017 
 Discount rate2.60% 2.40% 3.30% 
 Expected long-term rate of return on assets3.62% 4.41% 5.30% 
 Pension increase rate2.90% 3.00% 2.80% 
We utilize a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for our U.K. plans. The expected rate of return assumptions have been determined following consultation with our actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically been based on other independent research by investment specialists.
Under U.K. and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans, although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee of the Bristow Staff Pension Scheme (the “Scheme”) has the following three stated primary objectives when determining investment strategy:
(i)“funding objective” - to ensure that the Scheme is fully funded using assumptions that contain a modest margin for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into account the financial covenant to the employer;
(ii)“stability objective” - to have due regard to the likely level and volatility of required contributions when setting the Scheme’s investment strategy; and
(iii)“security objective” - to ensure that the solvency position of the Scheme (as assessed on a gilt basis) is expected to improve. The Plan Trustee will take into account the strength of the employer’s covenant when determining the expected improvement in the solvency position of the Scheme.
The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in order to avoid an undue concentration of risk, assets are diversified within and across asset classes.
In determining the overall investment strategy for the plans, the Plan Trustee undertakes regular asset and liability modeling (the “ALM”) with the assistance of their U.K. actuary. The ALM looks at a number of different investment scenarios and projects both a range and a best estimate of likely return from each one. Based on these analyses, and following consultation with us, the Trustee determines the benchmark allocation for the plans’ assets.

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The market value of the plan’s assets as of March 31, 20182019 and 20172018 was allocated between asset classes as follows. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included.
  
Target Allocation
as of March 31,
 
Actual Allocation
as of March 31,
 
 Asset Category2018 2017 2018 2017 
 Equity securities25.4% 64.8% 30.2% 51.1% 
 Debt securities34.8% 34.8% 40.5% 33.4% 
 Property7.4% % 3.1% % 
 Other assets32.4% 0.4% 26.2% 15.5% 
 Total100.0% 100.0% 100.0% 100.0% 
  
Target Allocation
as of March 31,
 
Actual Allocation
as of March 31,
 
 Asset Category2019 2018 2019 2018 
 Equity securities25.4% 25.4% 24.1% 30.2% 
 Debt securities34.8% 34.8% 44.5% 40.5% 
 Property7.4% 7.4% 6.1% 3.1% 
 Other assets32.4% 32.4% 25.3% 26.2% 
 Total100.0% 100.0% 100.0% 100.0% 
The following table summarizes, by level within the fair value hierarchy, the plan assets we had as of March 31, 2019, which are valued at fair value (in thousands):
  
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2019 
 Cash and cash equivalents$26,191
 $
 $
 $26,191
 
 Cash plus
 84,438
 
 84,438
 
 Equity investments - U.K.
 2,476
 
 2,476
 
 Equity investments - Non-U.K.
 1,303
 
 1,303
 
 Insurance Linked Securities
 
 25,279
 25,279
 
 Illiquid credit
 
 40,004
 40,004
 
 Diversified growth (absolute return) funds
 86,001
 
 86,001
 
 Government debt securities
 138,384
 
 138,384
 
 Corporate debt securities
 74,274
 
 74,274
 
 Total investments$26,191
 $386,876
 $65,283
 $478,350
 
The following table summarizes, by level within the fair value hierarchy, the plan assets we had as of March 31, 2018, which are valued at fair value (in thousands):
  
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2018 
 Cash and cash equivalents$26,373
 $
 $
 $26,373
 
 Cash plus
 105,070
 
 105,070
 
 Equity investments - U.K.
 1,683
 
 1,683
 
 Equity investments - Non-U.K.
 151,923
 
 151,923
 
 Property
 15,852
 
 15,852
 
 Diversified growth (absolute return) funds
 1,824
 
 1,824
 
 Government debt securities
 124,428
 
 124,428
 
 Corporate debt securities
 81,222
 
 81,222
 
 Total investments$26,373
 $482,002
 $
 $508,375
 
The following table summarizes, by level within the fair value hierarchy, the plan assets we had as of March 31, 2017, which are valued at fair value (in thousands):
  
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Balance as of March 31, 2017 
 Cash and cash equivalents$70,650
 $
 $
 $70,650
 
 Equity investments - U.K.
 47,392
 
 47,392
 
 Equity investments - Non-U.K.
 185,567
 
 185,567
 
 Government debt securities
 80,654
 
 80,654
 
 Corporate debt securities
 71,276
 
 71,276
 
 Total investments$70,650
 $384,889
 $
 $455,539
 
The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Estimated future benefit payments over each of the next five fiscal years from March 31, 20182019 and in aggregate for the following five fiscal years after fiscal year 20232024 are as follows (in thousands):
 Projected Benefit Payments by the Plans for Fiscal Years Ending March 31,Payments 
 2019$23,146
 
 202023,567
 
 202124,268
 
 202224,830
 
 202325,531
 
 Aggregate 2024 - 2028133,687
 
 Projected Benefit Payments by the Plans for Fiscal Years Ending March 31,Payments 
 2020$22,022
 
 202122,673
 
 202223,194
 
 202323,846
 
 202424,237
 
 Aggregate 2025 - 2029126,787
 
We expect to fund these payments with our cash contributions to the plans, plan assets and earnings on plan assets. The current estimates of our cash contributions for our pension plans required for fiscal year 20192020 are expected to be $18.016.5 million.
Incentive Compensation
Incentive and Stock Option Plans — Stock–based awards are currently made under the Bristow Group Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”). As of March 31, 20182019, a maximum of 10,646,729 shares of common stock are reserved, including 2,508,1342,207,294 shares available for incentive awards under the 2007 Plan. Awards granted under the 2007 Plan may be in the form of stock options, stock appreciation rights, shares of restricted stock, other stock-based awards (payable in cash or our common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants.
In addition, we have the following incentive and stock plans which have awards outstanding as of March 31, 20182019, but under which we no longer make grants:
The 2004 Stock Incentive Plan (the “2004 Plan”), which provided for awards to officers and key employees in the form of stock options, stock appreciation rights, restricted stock, other stock-based awards or any combination thereof. Options become exercisable at such time or times as determined at the date of grant and expire no more than 10 years after the date of grant.
The 2003 Non-qualified Stock Option Plan for Non-employee Directors (the “2003 Director Plan”), which provided for a maximum of 250,000 shares of our common stock to be issued pursuant to such plan. As of the date of each annual meeting, each non-employee director who met certain attendance criteria was automatically granted an option to purchase 5,000 shares of our common stock. The exercise price of the options granted was equal to the fair market value of our common stock on the date of grant, and the options were exercisable not earlier than six months after the date of grant and expire no more than ten years after the date of grant.
In June 2018, 2017 Juneand 2016, and June 2015, the Compensation Committee of our board of directors authorized the grant of stock options, time vested restricted stock and long-term performance cash awards to participating employees. Each of the stock options has a ten-year term and has an exercise price equal to the fair market value (as defined in the 2007 Plan) of our common stock on the grant date. The options will vest in annual installments of one-third each, beginning on the first anniversary of the grant date. Restricted stock grants vest at the end of three years. Performance cash awards granted in June 2017 and 2018 have two components. One half of each performance cash award will vest and pay out in cash three years after the date of grant at varying levels depending on our performance in total shareholder return against a peer group of companies. The other half of each performance cash award will be earned based on absolute performance in respect of improved average adjusted earnings per share for the Company over the three-year performance period beginning on April 1, 2017.2017 and 2018. Performance cash awards granted in June 2015 and June 2016 allow the recipient to receive from 0 to 200% of the target amount at the end of three years depending on how our total shareholder return ranks among a peer group over the performance period. The value of the performance cash awards is calculated on a quarterly basis by comparing the performance of our common stock, including any dividends paid since the award date, against the peer group and has a maximum potential payout of $15.713.4 million, $7.910.6 million and $7.45.2 million for the June 2018, June 2017 and June 2016 and June 2015 awards, respectively. The total value of the awards is recognized as compensation expense over a three-year vesting period with the recognition amount being adjusted quarterly. Compensation (benefit) expense related to the performance cash awards during fiscal years 20182019, 20172018 and 20162017 was $1.5(2.0) million, $7.01.5 million and $1.47.0 million, respectively. Performance cash compensation (benefit) expense has been allocated to our various regions.
Total share-based compensation expense, which includes stock options and restricted stock, was $10.4$6.4 million, $12.410.4 million and $21.212.4 million for fiscal years 20182019, 20172018 and 20162017, respectively. Stock-based compensation expense is included in general and administrative expense in the consolidated statements of operations and has been allocated to our various regions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On May 23, 2016, our board of directors approved an amendment and restatement of the 2007 Plan, which was approved by our stockholders on August 3, 2016, that effected each of the following changes: (i) reserved an additional 5,250,000 “shares” (or 2,625,000 full value shares) that, when combined with “shares” remaining available for issuance under the 2007 plan resulted in a total of approximately 6,400,000 “shares” (or approximately 3,200,000 full value shares) available for issuance under the amended and restated 2007 plan, with each option and stock appreciation right granted under the amended and restated 2007 plan counting as one “shares” against such total and with each incentive award that may be settled in common stock counting as two “shares” (or one full value share) against such total; (ii) increased the maximum share-based employee award under the amended and restated 2007 plan from 500,000 full value shares to 1,000,000 full value shares; (iii) set the maximum aggregate compensation and incentive awards that may be provided by the Company in any calendar year to any non-employee member of the board of directors at $1,125,000; and (iv) made other administrative and updating changes.
A summary of our stock option activity for fiscal year 20182019 is presented below:
  Weighted Average Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Aggregate Intrinsic Value  
        (in thousands)  
 Outstanding at March 31, 2017$42.78
 2,843,608
      
 Granted7.03
 1,256,043
      
 Expired or forfeited44.95
 (525,873)      
 Outstanding at March 31, 201829.90
 3,573,778
 6.38 $7,031
  
 Exercisable at March 31, 201846.49
 1,812,825
 4.00 $
  
  Weighted Average Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Aggregate Intrinsic Value  
        (in thousands)  
 Outstanding at March 31, 2018$29.90
 3,573,778
      
 Granted12.19
 593,129
      
 Exercised16.21
 (174,578)      
 Expired or forfeited33.59
 (774,606)      
 Outstanding at March 31, 201926.49
 3,217,723
 6.46 $
  
 Exercisable at March 31, 201936.60
 1,992,283
 5.24 $
  
Stock options granted to employees under the 2004 and 2007 Plans vest ratably over three years on each anniversary from the date of grant and expire 10 years from the date of grant.
We use a Black-Scholes option pricing model to estimate the fair value of share-based awards. The Black-Scholes option pricing model incorporates various assumptions, including the risk-free interest rate, volatility, dividend yield and the expected term of the options.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the option. Expected volatilities are based on the historical volatility of shares of our common stock, which has not been adjusted for any expectation of future volatility given uncertainty related to the future performance of our common stock at this time. We also use historical data to estimate the expected term of the options within the option pricing model and groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of the options represents the period of time that the options granted are expected to be outstanding. Additionally, we record forfeitures based on actual forfeitures.

The following table shows the assumptions we used to compute the stock-based compensation expense for stock option grants issued during fiscal years 20182019, 20172018 and 20162017.    
  
Fiscal Year Ended
March 31,
 
  2018 2017 2016 
 Risk free interest rate1.78% 1.07% 1.62% 
 Expected life (years)5

5

5
 
 Volatility56.1% 46.8% 28.1% 
 Dividend yield3.98% 2.74% 3.14% 
 Weighted average grant-date fair value of options granted$2.53
 $2.16
 $10.71
 
  
Fiscal Year Ended
March 31,
 
  2019 2018 2017 
 Risk free interest rate2.76% 1.78% 1.07% 
 Expected life (years)5

5

5
 
 Volatility62.8% 56.1% 46.8% 
 Dividend yield% 3.98% 2.74% 
 Weighted average grant-date fair value of options granted$6.71
 $2.53
 $2.16
 
Unrecognized stock-based compensation expense related to nonvested stock options was approximately $2.92.6 million as of March 31, 20182019, relating to a total of 1,760,9531,225,440 unvested stock options. We recognize compensation expense on a straight-line basis over the requisite service period for the entire award. We expect to recognize this stock-based compensation expense over a weighted average period of approximately 1.8 years. The total fair value of options vested during fiscal years 20182019, 20172018 and 20162017 was approximately $4.72.9 million, $7.84.7 million and $7.47.8 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

There were no stock options exercised during fiscal years 2018, 2017 and 2016. Therefore, theThe total intrinsic value, determined as of the date of exercise, of options exercised during fiscal years 2019, 2018 and 2017 was $0.3 million, zero and zero, respectively. The total amount of cash we received from option exercises during fiscal years 2019, 2018 and 2017 was $2.8 million, zero and zero, respectively. The total tax benefit attributable to options exercised were all zero forduring fiscal years 2019, 2018 and 2017 was $0.1 million, zero and 2016.zero, respectively.
We have restricted stock awards that cliff vest on the third anniversary from the date of grant provided the grantee is still employed by the Company, subject to our retirement policy. Restricted stock granted to non-employee directors under the 2003 Director Plan vest after six months.
We record compensation expense for restricted stock awards based on an estimate of the service period related to the awards, which is tied to the future performance of our stock over certain time periods under the terms of the award agreements. The estimated service period is reassessed quarterly. Changes in this estimate may cause the timing of expense recognized in future periods to accelerate. Compensation expense related to awards of restricted stock for fiscal years 20182019, 20172018 and 20162017 was $6.74.0 million, $8.06.7 million and $12.98.0 million, respectively.
The following is a summary of non-vested restricted stock as of March 31, 20182019 and 20172018 and changes during fiscal year 2018:2019:    
  Units 
Weighted
Average
Grant Date Fair
Value per Unit
 
 Non-vested as of March 31, 2017739,493
 $26.97
 
 Granted622,652
 7.35
 
 Forfeited(72,075) 14.78
 
 Vested(391,901) 28.48
 
 Non-vested as of March 31, 2018898,169
 13.69
 
  Units 
Weighted
Average
Grant Date Fair
Value per Unit
 
 Non-vested as of March 31, 2018898,169
 $13.69
 
 Granted400,788
 12.53
 
 Forfeited(161,404) 10.10
 
 Vested(277,191) 27.34
 
 Non-vested as of March 31, 2019860,362
 9.43
 
Unrecognized stock-based compensation expense related to non-vested restricted stock was approximately $6.42.7 million as of March 31, 20182019, relating to a total of 898,169860,362 unvested restricted stock. We expect to recognize this stock-based compensation expense over a weighted average period of approximately 1.61.8 years.
During June 2017 and 2018, we awarded certain members of management phantom restricted stock, which will be paid out in cash after three years. Additionally, during March 2018, we awarded 22,034 shares of restricted stock to a consultant, which will be paid out in shares after six months. We account for these awards as liability awards. As of March 31, 2018,2019, we had $0.1 million in other accrued liabilities and $1.0$0.2 million in other liabilities and deferred credits on our consolidated balance sheetsheet. We recognized a benefit of $0.5 million in fiscal year 2019 and recognizedan expense of $1.1 million in fiscal year 2018 in general and administrative expense on our consolidated statement of operations for fiscal year 2018 related to these awards.
The Annual Incentive Compensation Plan provides for an annual award of cash bonuses to key employees based primarily on pre-established objective measures of performance. The bonuses related to this plan were $10.1$3.9 million, and $5.010.1 million and $5.0 million for fiscal years 2019, 2018 and 2017, respectively. There were no bonuses awarded related to this plan during fiscal year 2016.
Additionally, we have a non-qualified deferred compensation plan for our senior executives.executives (the “Deferred Compensation Plan”). Under the terms of the plan,Deferred Compensation Plan, participants can elect to defer a portion of their compensation for distribution at a later date. In addition,Prior to December 31, 2018, we havehad the discretion to make annual tax deferred contributions to the planDeferred Compensation Plan on the participants’ behalf. We contributed $0.3 million, $0.1 million and $0.6 million and $1.3 million to this planthe Deferred Compensation Plan in each of fiscal years 20182019, 20172018 and 20162017, respectively. Effective as of December 31, 2018, the Deferred Compensation Plan was amended to eliminate our mandatory annual contributions to each participant’s Employer Contribution Account (as such term is defined in the Deferred Compensation Plan), other than our contributions allocated in calendar year 2018 but settled in calendar year 2019. The assets of the plan are held in a rabbi trust and are subject to our general creditors. As of March 31, 20182019, the amount held in trust was $2.3$2.5 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Separation Agreements — In March 2015, May 2016 and February 2018, we offered voluntary separation programs (“VSPs”) to certain employees as part of our ongoing efforts to improve efficiencies and reduce costs. Additionally, beginning in March 2015, we initiated involuntary separation programs (“ISPs”) in certain regions. The expense related to the VSPs and ISPs for the fiscal years 2019, 2018 2017 and 20162017 is as follows (in thousands):
Fiscal Year Ended March 31,Fiscal Year Ended March 31,
2018 2017 20162019 2018 2017
          
VSP:          
Direct cost$105
 $1,663
 $7,664
$
 $105
 $1,663
General and administrative1,017
 23
 886

 1,017
 23
Total$1,122
 $1,686
 $8,550
$
 $1,122
 $1,686
          
ISP:          
Direct cost$11,538
 $5,938
 $5,162
$7,125
 $11,538
 $5,938
General and administrative9,676
 9,238
 8,788
2,110
 9,676
 9,238
Total$21,214
 $15,176
 $13,950
$9,235
 $21,214
 $15,176
Note 1011 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Stockholders’ Investment
Common Stock — The total number of authorized shares of our common stock reserved as of March 31, 20182019 was 6,980,0816,285,379. These shares are reserved in connection with our stock-based compensation plans.
The following is a summary of changes in outstanding shares of common stock for the years ended March 31, 20182019 and 20172018: 
 Shares 
Weighted Average
Price Per Share
 Shares 
Weighted Average
Price Per Share
Outstanding as of March 31, 2016 34,976,743
  
Issuance of restricted stock 237,248
 $17.41
Outstanding as of March 31, 2017 35,213,991
   35,213,991
  
Issuance of restricted stock 312,634
 $11.27
 312,634
 $11.27
Outstanding as of March 31, 2018 35,526,625
   35,526,625
  
Exercise of stock options 174,578
 $16.21
Issuance of restricted stock 217,713
 $6.93
Outstanding as of March 31, 2019 35,918,916
  
Restrictions on Foreign Ownership of Common Stock — Under the Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”), it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are registered with the Federal Aviation Administration (the “FAA”) and the FAA has issued an operating certificate to the operator. As a general rule, aircraft may be registered under the Federal Aviation Act only if the aircraft are owned or controlled by one or more citizens of the U.S. and an operating certificate may be granted only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to be a citizen of the U.S. only if, among other things, at least 75% of its voting interests are owned or controlled by U.S. citizens. If persons other than U.S. citizens should come to own or control more than 25% of our voting interest or if any other requirements are not met, we have been advised that our aircraft may be subject to deregistration under the Federal Aviation Act, and we may lose our ability to operate within the U.S. Deregistration of our aircraft for any reason, including foreign ownership in excess of permitted levels, would have a material adverse effect on our ability to conduct certain operations within our Americas region. Therefore, our organizational documents currently provide for the automatic suspension of voting rights of shares of our common stock owned or controlled by non-U.S. citizens, and our right to redeem those shares, to the extent necessary to comply with these requirements. As of March 31, 2018, approximately 6,214,000 shares of our common stock were held byBased on preliminary information, we believe that persons with foreign addresses. These shares representedaddresses and/or places of organization held approximately 17%32% of our total outstanding common sharesstock as of March 31, 2018. Our foreignMay 10, 2019. Accordingly, in the event of any vote by our stockholders, the voting rights of shares held by non-U.S. citizens would be suspended pursuant to our organizational documents if such ownership may fluctuate on each trading day becauseremains above 25% of our total outstanding common stock is publicly traded.at the time of such vote.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Dividends — In August 2017, we suspended our quarterly dividend as part of a broader plan of reducing costs and improving liquidity. Prior to that, we paid quarterly dividends of $0.07$0.07 per share during the first quarter of fiscal year 2018 and each quarter of fiscal year 2017, quarterly dividends of $0.34 per share during the first, second and third quarters of fiscal year 2016 and a dividend of $0.07 per share during the fourth quarter of fiscal year 2016.2017. For fiscal years 2019, 2018, 2017 and 2016,2017, we paid dividends totaling zero, $2.5 million $9.8 million and $38.1$9.8 million, respectively, to our stockholders. The declaration of future dividends is at the discretion of our board of directors and subject to our results of operations, financial condition, cash requirements and other factors and restrictions under applicable law and our debt instruments. In addition, the payment of any future dividends is restricted during the Chapter 11 process.
Earnings per Share
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase shares and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows:
 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
 2018 2017 2016 2019 2018 2017
Options:            
Outstanding 2,890,140
 1,815,020
 1,194,783
 2,490,483
 2,890,140
 1,815,020
Weighted average exercise price $38.77
 $31.98
 $62.11
 $34.20
 $38.77
 $31.98
Restricted stock awards:            
Outstanding 547,927
 541,014
 286,804
 581,677
 547,927
 541,014
Weighted average price $21.00
 $26.76
 $37.27
 $9.33
 $21.00
 $26.76
The following table sets forth the computation of basic and diluted earnings per share:
 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
 2018 2017 2016 2019 2018 2017
Loss (in thousands):            
Loss available to common stockholders – basic $(195,658) $(170,536) $(73,940) $(336,847) $(194,684) $(169,562)
Interest expense on assumed conversion of 4½% Convertible Senior Notes, net of tax (1)
 
 
 
 
 
 
Loss available to common stockholders $(195,658) $(170,536) $(73,940) $(336,847) $(194,684) $(169,562)
Shares:            
Weighted average number of common shares outstanding – basic 35,288,579
 35,044,040
 34,893,844
 35,740,933
 35,288,579
 35,044,040
Assumed conversion of 4½% Convertible Senior Notes outstanding during period (1)
 
 
 
 
 
 
Net effect of dilutive stock options, restricted stock units and restricted stock awards based on the treasury stock method 
 
 
 
 
 
Weighted average number of common shares outstanding – diluted (2)
 35,288,579
 35,044,040
 34,893,844
 35,740,933
 35,288,579
 35,044,040
            
Basic loss per common share $(5.54) $(4.87) $(2.12) $(9.42) $(5.52) $(4.84)
Diluted loss per common share $(5.54) $(4.87) $(2.12) $(9.42) $(5.52) $(4.84)
_____________
(1) 
Diluted earningsloss per common share for fiscal year 20182019 excludes a number of potentially dilutive shares determined pursuant to a specified formula initially issuable upon the conversion of our 4½% Convertible Senior Notes. The 4½% Convertible Senior Notes will be convertible, under certain circumstances, into cash, shares of our common stock or a combination of cash and our common stock, at our election. We have initially elected combination settlement. As of March 31, 2018,2019, the base conversion price of the notes was approximately $15.64, based on the base conversion rate of 63.9488 shares of common stock per $1,000 principal amount of convertible notes (subject to adjustment in certain circumstances). In general, upon conversion of a note, the holder will receive cash equal to the principal amount of the note and common stock to the extent of the note’s conversion value in excess of such principal amount. Such shares did not impact our calculation of diluted earningsloss per share for fiscal yearyears 2019 and 2018 as our average stock price during the yearperiods did not meet or exceed the conversion requirements.
(2) 
Potentially dilutive shares issuable pursuant to our Warrant Transactions were not included in the computation of diluted income per share for fiscal yearyears 2019 and 2018 because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 45.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Income (Loss)
The following table sets forth the changes in the balances of each component of accumulated other comprehensive income:
 Currency Translation Adjustments 
Pension Liability Adjustments (1)
 
Unrealized loss on cash flow hedges (2)
 Total Currency Translation Adjustments 
Pension Liability Adjustments (1)
 
Unrealized loss on cash flow hedges (2)
 Total
Balance as of March 31, 2015 $(39,066) $(231,263) $
 $(270,329)
Other comprehensive loss before reclassification (20,195) (5,583) 
 (25,778)
Reclassified from accumulated other comprehensive loss 
 6,288
 
 6,288
Net current period other comprehensive income (loss) (20,195) 705
 
 (19,490)
Foreign exchange rate impact (8,104) 8,104
 
 
Balance as of March 31, 2016 (67,365) (222,454) 
 (289,819) $(67,365) $(222,454) $
 $(289,819)
Other comprehensive loss before reclassification (26,947) (17,142) 
 (44,089) (26,947) (17,142) 
 (44,089)
Reclassified from accumulated other comprehensive loss 
 5,631
 
 5,631
 
 5,631
 
 5,631
Net current period other comprehensive loss (26,947) (11,511) 
 (38,458) (26,947) (11,511) 
 (38,458)
Foreign exchange rate impact (55,409) 55,409
 
 
 (55,409) 55,409
 
 
Balance as of March 31, 2017 (149,721) (178,556) 
 (328,277) (149,721) (178,556) 
 (328,277)
Other comprehensive income before reclassification 30,196
 3,713
 (414) 33,495
Other comprehensive loss before reclassification 30,196
 3,713
 (414) 33,495
Reclassified from accumulated other comprehensive loss 
 8,620
 68
 8,688
 
 8,620
 68
 8,688
Net current period other comprehensive income (loss) 30,196
 12,333
 (346) 42,183
 30,196
 12,333
 (346) 42,183
Foreign exchange rate impact 40,459
 (40,459) 
 
 40,459
 (40,459) 
 
Balance as of March 31, 2018 $(79,066) $(206,682) $(346) $(286,094) (79,066) (206,682) (346) (286,094)
Other comprehensive income before reclassification (36,562) (13,175) (506) (50,243)
Reclassified from accumulated other comprehensive loss 
 7,884
 464
 8,348
Net current period other comprehensive loss (36,562) (5,291) (42) (41,895)
Foreign exchange rate impact (22,239) 22,239
 
 
Balance as of March 31, 2019 $(137,867) $(189,734) $(388) $(327,989)
_______________
(1) Reclassification of amounts related to pension liability adjustments were included as a component of net periodic pension cost. For further details on additional pension liability recorded during fiscal year 2019, see Note 10.
(1)(2) Reclassification of amounts related to cash flow hedges were included as direct costs.


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Note 1112 — SEGMENT INFORMATION
We conduct our business in one segment: industrial aviation services. The industrial aviation services global operations are conducted primarily through two hubs that include four regions as follows: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region comprises all our operations and affiliates in Europe and Central Asia, including Norway, the U.K. and Turkmenistan. The Africa region comprises all our operations and affiliates on the African continent, including Nigeria Tanzania and Egypt. The Americas region comprises all our operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all our operations and affiliates in Australia and Asia, including Malaysia and Sakhalin. Prior to the sale of Bristow Academy on November 1, 2017, we operated a training unit, Bristow Academy, which was included in Corporate and other.
The following tables show region information for fiscal years 20182019, 20172018 and 20162017, and as of March 31, 20182019 and 20172018, where applicable, reconciled to consolidated totals, and prepared on the same basis as our consolidated financial statements (in thousands):
 
 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
 2018 2017 2016 2019 2018 2017
Region gross revenue from external clients:      
Region gross revenue from external customers:      
Europe Caspian $793,630
 $734,344
 $858,144
 $791,204
 $793,630
 $734,344
Africa 195,681
 204,522
 255,254
 164,835
 195,681
 204,522
Americas 228,658
 217,500
 283,565
 218,278
 217,671
 205,080
Asia Pacific 222,500
 233,902
 296,840
 193,510
 222,500
 233,902
Corporate and other 4,493
 10,234
 21,710
 1,835
 4,493
 10,234
Total region gross revenue $1,444,962
 $1,400,502
 $1,715,513
 $1,369,662
 $1,433,975
 $1,388,082
Intra-region gross revenue:            
Europe Caspian $5,655
 $6,722
 $5,708
 $7,577
 $5,655
 $6,722
Africa 
 
 2
 
 
 
Americas 8,995
 4,465
 7,834
 5,100
 8,995
 4,465
Asia Pacific 
 1
 2
 58
 
 1
Corporate and other 27
 332
 2,209
 2
 27
 332
Total intra-region gross revenue $14,677
 $11,520
 $15,755
 $12,737
 $14,677
 $11,520
Consolidated gross revenue reconciliation:            
Europe Caspian $799,285
 $741,066
 $863,852
 $798,781
 $799,285
 $741,066
Africa 195,681
 204,522
 255,256
 164,835
 195,681
 204,522
Americas 237,653
 221,965
 291,399
 223,378
 226,666
 209,545
Asia Pacific 222,500
 233,903
 296,842
 193,568
 222,500
 233,903
Corporate and other 4,520
 10,566
 23,919
 1,837
 4,520
 10,566
Intra-region eliminations (14,677) (11,520) (15,755) (12,737) (14,677) (11,520)
Total consolidated gross revenue $1,444,962
 $1,400,502
 $1,715,513
 $1,369,662
 $1,433,975
 $1,388,082
_____________ 
(1)
The above table represents disaggregated revenue from contracts with customers except for $51.1 million of revenue included in totals ($20.0 million from Europe Caspian, $30.8 million from Americas and $0.3 million from Asia Pacific) for fiscal year 2019.


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 Fiscal Year Ended March 31, Fiscal Year Ended March 31,
 2018 2017 2016 2019 2018 2017
Earnings from unconsolidated affiliates, net of losses – equity method investments:            
Europe Caspian $191
 $273
 $310
 $161
 $191
 $273
Americas 4,302
 5,207
 (2,117) 2,041
 16,263
 18,601
Corporate and other (273) (603) 
 (403) (273) (603)
Total earnings from unconsolidated affiliates, net of losses – equity method investments $4,220
 $4,877
 $(1,807) $1,799
 $16,181
 $18,271
Consolidated operating loss reconciliation:            
Europe Caspian $22,774
 $13,840
 $50,406
 $12,874
 $22,624
 $14,665
Africa 32,326
 30,179
 19,702
 13,499
 32,326
 30,179
Americas (1)
 (73,057) 4,224
 34,463
 3,530
 (72,083) 5,198
Asia Pacific (24,290) (20,870) 4,073
 (23,645) (24,290) (20,870)
Corporate and other (88,996) (104,616) (118,796) (195,740) (88,965) (104,544)
Loss on disposal of assets (17,595) (14,499) (30,693) (27,843) (17,595) (14,499)
Total consolidated operating loss(2) $(148,838) $(91,742) $(40,845) $(217,325) $(147,983) $(89,871)
Capital expenditures:            
Europe Caspian $24,797
 $44,024
 $127,072
 $11,957
 $24,797
 $44,024
Africa 3,769
 4,575
 1,386
 777
 3,769
 4,575
Americas 2,523
 8,275
 92,418
 13,777
 2,523
 8,275
Asia Pacific 6,795
 15,086
 23,745
 7,957
 6,795
 15,086
Corporate and other (2)(3)
 8,403
 63,150
 127,754
 6,434
 8,403
 63,150
Total capital expenditures $46,287
 $135,110
 $372,375
 $40,902
 $46,287
 $135,110
Depreciation and amortization:            
Europe Caspian $48,854
 $39,511
 $41,509
 $50,737
 $48,854
 $39,511
Africa 13,705
 16,664
 29,337
 16,113
 13,705
 16,664
Americas 27,468
 32,727
 36,371
 28,300
 27,468
 32,727
Asia Pacific 19,695
 19,091
 20,526
 16,735
 19,695
 19,091
Corporate and other 14,320
 10,755
 9,069
 13,014
 14,320
 10,755
Total depreciation and amortization (3)(4)
 $124,042
 $118,748
 $136,812
 $124,899
 $124,042
 $118,748
128
  March 31,
  2019 2018
Identifiable assets:    
Europe Caspian $1,070,863
 $1,087,437
Africa 325,502
 374,121
Americas 661,266
 794,236
Asia Pacific 255,136
 342,166
Corporate and other (5)
 339,832
 572,399
Total identifiable assets $2,652,599
 $3,170,359

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  March 31,
  2018 2017
Identifiable assets:    
Europe Caspian $1,087,437
 $1,091,536
Africa 374,121
 325,719
Americas 788,879
 809,071
Asia Pacific 342,166
 433,614
Corporate and other (4)
 572,399
 453,907
Total identifiable assets $3,165,002
 $3,113,847
 March 31, March 31,
 2018 2017 2019 2018
Investments in unconsolidated affiliates – equity method investments:        
Europe Caspian $270
 $257
 $375
 $270
Americas 116,276
 200,362
 108,831
 121,633
Corporate and other 3,338
 3,257
 2,711
 3,338
Total investments in unconsolidated affiliates – equity method investments $119,884
 $203,876
 $111,917
 $125,241
_______________
(1) 
Includes an impairment of our investment in Líder of $85.7 million for fiscal year 2018. For further details, see Note 1.

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(2) 
Results for fiscal year 2019 were positively impacted by a reduction to rent expense of $7.9 million (included in direct costs) impacting our Europe Caspian and Asia Pacific regions by $4.9 million and $3.0 million, respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 4.
(3)
Includes $2.3 million, $39.52.3 million and $84.839.5 million of construction in progress payments that were not allocated to business units in fiscal years 2018, and 2017 and 2016, respectively. There were no construction in progress payments made in fiscal year 2019.
(3)(4) 
Includes accelerated depreciation expense of $10.4 million during fiscal year 2017 related to aircraft where management made the decision to exit certain model types earlier than originally anticipated in our Europe Caspian, Americas and Africa regions of $0.5 million, $3.9 million and $6.0 million, respectively. We recorded accelerated depreciation expense of $28.7 million during fiscal year 2016 related to aircraft where management made the decision to exit certain model types earlier than originally anticipated in our Europe Caspian, Americas, Africa and Asia Pacific regions of $0.6 million $6.0 million, $16.8 million and $5.3 million, respectively. For further details, see Note 3.4.
(4)(5) 
Includes $67.7$51.7 million and $199.3$67.7 million of construction in progress within property and equipment on our consolidated balance sheets as of March 31, 20182019 and 20172018, respectively, which primarily represents progress payments on aircraft and facilities under construction to be delivered in future periods.In fiscal year 2019, a large aircraft order was terminated and we recorded contract termination costs of $14.7 million included in loss on disposal of assets on our consolidated statements of operations for amounts previously included in construction in progress on our consolidated balance sheets.
We attribute revenue to various countries based on the location where services are actually performed. Long-lived assets consist primarily of helicopters and fixed wing aircraft and are attributed to various countries based on the physical location of the asset at a given fiscal year-end. Information by geographic area is as follows (in thousands):    
   Fiscal Year Ended March 31, 
   2018 2017 2016 
 Gross revenue:       
 United Kingdom $530,948
 $510,796
 $587,493
 
 Norway 258,878
 218,848
 225,807
 
 Australia 199,264
 216,562
 272,407
 
 Nigeria 195,681
 204,521
 246,449
 
 United States 103,047
 87,234
 158,901
 
 Canada 61,701
 61,877
 61,257
 
 Trinidad 53,144
 57,531
 55,423
 
 Falkland Islands 
 1,935
 44,724
 
 Other countries 42,299
 41,198
 63,052
 
   $1,444,962
 $1,400,502
 $1,715,513
 
   Fiscal Year Ended March 31, 
   2019 2018 2017 
 Gross revenue:       
 United Kingdom $515,854
 $530,948
 $510,796
 
 Norway 272,547
 258,878
 218,848
 
 Australia 170,461
 199,264
 216,562
 
 Nigeria 164,835
 195,681
 204,521
 
 United States 105,243
 103,047
 87,234
 
 Trinidad 52,463
 53,144
 57,531
 
 Canada 43,970
 50,714
 49,457
 
 Other countries 44,289
 42,299
 43,133
 
   $1,369,662
 $1,433,975
 $1,388,082
 
        

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   March 31, 
   2018 2017 
 Long-lived assets:     
 United Kingdom $630,555
 $600,948
 
 Australia 226,085
 317,944
 
 United States 410,651
 298,804
 
 Norway 156,593
 268,892
 
 Nigeria 293,781
 228,863
 
 Canada 193,092
 204,842
 
 Trinidad 80,497
 118,058
 
 Other countries 9,056
 16,738
 
 
Construction in progress primarily attributable to aircraft (1)
 67,710
 199,275
 
   $2,068,020
 $2,254,364
 
   March 31, 
   2019 2018 
 Long-lived assets:     
 United Kingdom $600,714
 $630,555
 
 Nigeria 255,989
 293,781
 
 United States 255,439
 410,651
 
 Norway 206,597
 156,593
 
 Australia 162,681
 226,085
 
 Canada 155,594
 193,092
 
 Trinidad 126,892
 80,497
 
 Other countries 18,560
 9,056
 
 
Construction in progress primarily attributable to aircraft (1)
 51,714
 67,710
 
   $1,834,180
 $2,068,020
 
_______________
(1) 
These costs have been disclosed separately as the physical location where the aircraft will ultimately be operated is subject to change.
During fiscal year 2018,2019, we conducted operations in over 10 countries. Due to the nature of our principal assets, aircraft are regularly and routinely moved between operating areas (both domestic and foreign) to meet changes in market and operating conditions. During fiscal years 2019, 2018 and 2017, one client accounted for 10% or more of our consolidated gross revenue. During fiscal year 2016, two clients accounted for over 10% or more of our consolidated gross revenue. During fiscal year 2018,2019, our top ten clientscustomers accounted for 61%57% of consolidated gross revenue.

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Note 1213 — QUARTERLY FINANCIAL INFORMATION (Unaudited)
 Fiscal Quarter Ended Fiscal Quarter Ended
 
June 30(1)(2)
 
September 30  (3)(4)
 
December 31  (5)(6)
 
March 31  (7)(8)
 
June 30(1)(2)
 
September 30  (3)(4)
 
December 31  (5)(6)
 
March 31  (7)(8)
                
 (In thousands, except per share amounts) (In thousands, except per share amounts)
Fiscal year 2019        
Gross revenue $366,668
 $349,343
 $329,858
 $323,793
Operating loss (9)
 (3,555) (129,448) (30,919) (53,403)
Net loss attributable to Bristow Group (9)
 (31,865) (143,947) (85,699) (75,336)
Loss per share:        
Basic $(0.89) $(4.02) $(2.39) $(2.10)
Diluted $(0.89) $(4.02) $(2.39) $(2.10)
Fiscal year 2018                
Gross revenue $352,109
 $373,676
 $360,735
 $358,442
 $348,705
 $370,901
 $357,985
 $356,384
Operating loss (9)
 (24,589) (12,917) (3,497) (107,835) (24,374) (12,703) (3,283) (107,623)
Net loss attributable to Bristow Group (9)
 (55,275) (31,209) (8,273) (100,901) (55,031) (30,965) (8,030) (100,658)
Loss per share:                
Basic $(1.57) $(0.88) $(0.23) $(2.84) $(1.56) $(0.88) $(0.23) $(2.84)
Diluted $(1.57) $(0.88) $(0.23) $(2.84) $(1.56) $(0.88) $(0.23) $(2.84)
Fiscal year 2017        
Gross revenue $369,398
 $357,467
 $337,443
 $336,194
Operating loss (9)
 (26,235) (26,882) (19,097) (19,528)
Net loss attributable to Bristow Group (9)
 (40,772) (29,797) (21,927) (78,040)
Loss per share:        
Basic $(1.17) $(0.85) $(0.62) $(2.22)
Diluted $(1.17) $(0.85) $(0.62) $(2.22)
_______________
(1)
Operating loss, net loss and diluted loss per share for the fiscal quarter ended June 30, 2018 included: (a) a negative impact of $1.7 million, $1.7 million and $0.05, respectively, from organizational restructuring costs  resulting from separation programs across our global organization designed to increase efficiency and reduce costs.
(2) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended June 30, 2017 included: (a) a negative impact of $9.7 million, $6.6 million, and $0.19, respectively, from organizational restructuring costs to increase efficiency and reduced costs across the organization and (b) a negative impact of $1.2 million, $0.8 million and $0.02, respectively, due to impairment of inventories. Net loss and diluted loss per share for the fiscal quarter ended June 30, 2017 included a negative impact of $14.9 million and $0.42, respectively, due to tax items that include a one-time non-cash tax effect from repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions and the valuation of deferred tax assets.
(2)(3) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended JuneSeptember 30, 20162018 included: (a) a negative impact of $6.6$2.7 million, $4.3$2.4 million and $0.12,$0.07, respectively, from organizational restructuring costs resulting from separation programs across our global organization designed to increase efficiency and reduce costs, across the organization and (b) a negative impact of $6.9$1.2 million, $4.5$1.0 million and $0.13$0.03, respectively, due to fleet changes that resulted in additional depreciation expense.transaction cost resulting from announced agreement to acquire Columbia and (c) a negative impact of $117.2 million, $101.1 million and $2.83, respectively, due to loss on impairment ($87.5 million on H225 aircraft, $8.9 million impairment of H225 inventory and $20.8 million of Eastern Airways asset). Net loss and diluted loss per share for the fiscal quarter ended JuneSeptember 30, 20162018 included a negative impact of $13.2$10.3 million and $0.38,$0.29, respectively, due to tax valuable allowances.valuation allowances on deferred tax assets.

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(3)(4) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended September 30, 2017 included a negative impact of $2.7 million, $2.2 million, and $0.06, respectively, from organizational restructuring costs to increase efficiency and reduced costs across the organization. Net loss and diluted loss per share for the fiscal quarter ended September 30, 2017 included a negative impact of $3.2 million and $0.09, respectively, due to tax items that include a one-time non-cash tax effect from repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions and the valuation of deferred tax assets.
(4)(5) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended September 30, 2016December 31, 2018 included: (a) a negative impact of $10.7$2.4 million, $7.3$2.4 million and $0.21,$0.07, respectively, from organizational restructuring costs resulting from separation programs across our global organization designed to increase efficiency and reducedreduce costs across the organization,and (b) a negative impact of $1.3$7.2 million, $0.9$5.7 million and $0.02,$0.16 respectively, due to fleet changes that resulted in additional depreciation expense and (c) a negative impact of $7.6 million, $5.3 million and $0.15,respectively, duetransaction cost resulting from announced agreement to impairment charges on inventory.acquire Columbia. Net loss and diluted loss per share for the fiscal quarter ended September 30, 2016December 31, 2018 included a negative impact of $2.5$45.2 million and $0.07,$1.26, respectively, due to tax valuation allowances.allowances and the Act.
(5)(6) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended December 31, 2017 included a negative impact of $2.8 million, $2.5 million, and $0.07, respectively, from organizational restructuring costs to increase efficiency and reduced costs across the organization. Net loss and diluted loss per share for the fiscal quarter ended December 31, 2017 included a positive impact of $15.1 million and $0.42, respectively, due to tax items that include a one-time non-cash benefit related to the revaluation of net deferred tax liabilities to a lower tax rate resulting from the Act in December 2017 offset by the negative impact of deemed repatriation of foreign earnings under the Act.
(6)(7) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended DecemberMarch 31, 20162019 included: (a) a negative impact of $0.8$5.0 million, $0.6$4.5 million and $0.02,$0.13, respectively, from organizational restructuring costs resulting from separation programs across our global organization designed to increase efficiency and reducedreduce costs, across the organization, (b) a negative impact of $1.1$24.4 million, $19.3 million and $0.54, respectively, due to transaction cost resulting from announced agreement to acquire Columbia and (c) a negative impact of $1.0 million, $0.8 million and $0.02, respectively, due to fleet changes that resulted in additional depreciation expense and (c) a negative impact of $8.7 million, $7.9 million and $0.22, respectively, due to impairment of goodwill related to Eastern Airways.CEO succession cost. Net loss and diluted loss per share for the fiscal quarter ended DecemberMarch 31, 20162019 included a negative impact of $3.7$7.2 million and $0.10,$0.20, respectively, due to tax valuation allowances.allowances and the Act.

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(7)(8) 
Operating loss, net loss and diluted loss per share for the fiscal quarter ended March 31, 2018 included a negative impact of $90.2 million, $62.4 million, and $1.76, respectively, from loss on impairment, a negative impact of $8.5 million, $6.0 million, and $0.17, respectively, from organizational restructuring costs to increase efficiency and reduced costs across the organization. Net loss and diluted loss per share for the fiscal quarter ended March 31, 20182019 included: (a) a positive impact of $25.8 million and $0.73, respectively, for a one-time non-cash tax effect from the true-up of the one-time transition tax on the repatriation of foreign earnings under the Act and net reversal of valuation allowances on deferred tax assets, partially offset by expense related to the true-up of the revaluation of net deferred tax liabilities to a lower tax rate resulting from the Act and (b) a negative impact of $1.3 million and $0.04, respectively, due to early extinguishment of debt.
(8)
Operating loss, net loss and diluted loss per share for the fiscal quarter ended March 31, 2017 included: (a) a negative impact of $2.8 million, $2.1 million and $0.06, respectively, from organizational restructuring costs to increase efficiency and reduced costs across the organization, (b) a negative impact of $1.1 million, $0.7 million and $0.02, respectively, due to fleet changes that resulted in additional depreciation expense and (c) a positive impact of $5.9 million, $5.9 million and $0.17, respectively, from the reversal of Airnorth contingent consideration. Net loss and diluted loss per share for the fiscal quarter ended March 31, 2016 included a negative impact of $40.0 million and $1.14, respectively, due to tax items that include a one-time non-cash tax effect from repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions and the valuation of deferred tax assets.
(9) 
The fiscal quarters ended June 30, September 30 and December 31, 2018, and March 31, 2019 included $1.7 million, $1.3 million, $16.0 million and $8.9 million, respectively, in loss on disposal of assets included in operating loss which also increased net loss by $1.3 million, $1.4 million, $12.5 million and $7.3 million, respectively, and diluted loss per share by $0.04, $0.04, $0.35 and $0.20, respectively. The fiscal quarters ended June 30, September 30 , December 31, 2017, and March 31, 2018 included $0.7 million, $(8.5) million, $(4.6) million, and $(5.2) million, respectively, in gain (loss) on disposal of assets included in operating loss which also increased net loss by $3.9 million, $14.1 million, $2.5 million and $40.1 million, respectively, and diluted loss per share by $0.11, $0.40, $0.07 and $1.13, respectively. The fiscal quarters ended June 30, September 30 , December 31, 2016, and March 31, 2017 included $10.0 million, $2.2 million, $0.9 million and $1.4 million, respectively in loss on disposal of assets included in operating loss which also impacted net loss by $(6.8) million, $(1.5) million, $1.1 million and $(0.8) million, respectively, and diluted loss per share by $(0.19), $(0.04), $0.03 and $(0.02), respectively.

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Note 1314 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The Company has registered senior notes (see Note 4)5) that the Guarantor Subsidiaries have fully, unconditionally, jointly and severally guaranteed. The Company has also issued certain other unregistered debt securities that have been fully, unconditionally, jointly and severally guaranteed by the Guarantor Subsidiaries that also guarantee the registered senior notes. The following supplemental financial information sets forth, on a consolidating basis, the balance sheet, statement of operations, comprehensive income and cash flow information for Bristow Group Inc. (“Parent Company Only”), for the Guarantor Subsidiaries and for our other subsidiaries (the “Non-Guarantor Subsidiaries”). We have not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries because management has determined that such information is not material to investors.
The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements, although we believe that the disclosures made are adequate to make the information presented not misleading. The principal eliminating entries eliminate investments in intercompany subsidiaries, intercompany balances and intercompany revenue and expense.
The allocation of the consolidated income tax provision was made using the with and without allocation method.

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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Operations
Fiscal Year Ended March 31, 2019
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
Revenue:          
Gross revenue $81
 $145,360
 $1,224,221
 $
 $1,369,662
Intercompany revenue 
 100,402
 
 (100,402) 
  81
 245,762
 1,224,221
 (100,402) 1,369,662
Operating expense:          
Direct cost and reimbursable expense 219
 161,814
 977,196
 
 1,139,229
Intercompany expenses 
 
 100,402
 (100,402) 
Depreciation and amortization 12,330
 75,743
 36,826
 
 124,899
General and administrative 72,770
 17,221
 92,122
 
 182,113
  85,319
 254,778
 1,206,546
 (100,402) 1,446,241
           
Loss on impairment 
 (87,474) (29,746) 
 (117,220)
Gain (loss) on disposal of assets (1,318) (23,937) (2,588) 
 (27,843)
Earnings from unconsolidated affiliates, net of losses (203,904) 
 4,317
 203,904
 4,317
Operating income (loss) (290,460) (120,427) (10,342) 203,904
 (217,325)
           
Interest expense, net (67,672) (24,167) (18,237) 
 (110,076)
Other income (expense), net 217
 1,358
 (10,473) 
 (8,898)
           
Income (loss) before (provision) benefit for income taxes (357,915) (143,236) (39,052) 203,904
 (336,299)
Allocation of consolidated income taxes 21,124
 (743) (20,220) 
 161
Net income (loss) (336,791) (143,979) (59,272) 203,904
 (336,138)
Net income attributable to noncontrolling interests (56) 
 (653) 
 (709)
Net income (loss) attributable to Bristow Group $(336,847) $(143,979) $(59,925) $203,904
 $(336,847)


163

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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)
Fiscal Year Ended March 31, 2019
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
Net income (loss) $(336,791) $(143,979) $(59,272) $203,904
 $(336,138)
Other comprehensive income (loss):          
Currency translation adjustments 
 (1,025) (102,659) 67,302
 (36,382)
Pension liability adjustment 
 
 (5,291) 
 (5,291)
Unrealized loss on cash flow hedges, net of tax benefit 
 
 (42) 
 (42)
Total comprehensive income (loss) (336,791) (145,004) (167,264) 271,206
 (377,853)
           
Net income attributable to noncontrolling interests (56) 
 (653) 
 (709)
Currency translation adjustments attributable to noncontrolling interests ���
 
 (180) 
 (180)
Total comprehensive (income) loss attributable to noncontrolling interests (56) 
 (833) 
 (889)
Total comprehensive income (loss) attributable to Bristow Group $(336,847) $(145,004) $(168,097) $271,206
 $(378,742)

164

Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheet
As of March 31, 2019
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
ASSETS
Current assets:          
Cash and cash equivalents $90,586
 $3,205
 $84,264
 $
 $178,055
Accounts receivable 535,502
 583,912
 287,822
 (1,190,445) 216,791
Inventories 
 35,331
 85,977
 
 121,308
Assets held for sale 
 5,541
 (191) 
 5,350
Prepaid expenses and other current assets 3,734
 1,001
 39,274
 
 44,009
Total current assets 629,822
 628,990
 497,146
 (1,190,445) 565,513
           
Intercompany investment 1,829,271
 97,435
 131,608
 (2,058,314) 
Investment in unconsolidated affiliates 
 
 118,203
 
 118,203
Intercompany notes receivable 140,659
 11,151
 128,410
 (280,220) 
Property and equipment - at cost:          
Land and buildings 4,807
 58,204
 181,262
 
 244,273
Aircraft and equipment 155,667
 1,312,115
 1,029,840
 
 2,497,622
  160,474
 1,370,319
 1,211,102
 
 2,741,895
Less – Accumulated depreciation and amortization (47,546) (419,983) (440,186) 
 (907,715)
  112,928
 950,336
 770,916
 
 1,834,180
Goodwill 
 
 18,436
 
 18,436
Other assets 3,563
 3,410
 109,294
 
 116,267
Total assets $2,716,243
 $1,691,322
 $1,774,013
 $(3,528,979) $2,652,599
           
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ INVESTMENT
Current liabilities:          
Accounts payable $441,485
 $510,911
 $327,447
 $(1,180,270) $99,573
Accrued liabilities 51,071
 (9,807) 119,433
 (10,049) 150,648
Short-term borrowings and current maturities of long-term debt 849,524
 268,559
 300,547
 
 1,418,630
Total current liabilities 1,342,080
 769,663
 747,427
 (1,190,319) 1,668,851
           
Long-term debt, less current maturities 
 
 8,223
 
 8,223
Intercompany notes payable 91,664
 155,643
 32,913
 (280,220) 
Accrued pension liabilities 
 
 25,726
 
 25,726
Other liabilities and deferred credits 10,430
 8,613
 7,186
 
 26,229
Deferred taxes 59,302
 26,268
 25,633
 
 111,203
Stockholders’ investment:          
Common stock 386
 4,996
 131,317
 (136,313) 386
Additional paid-in-capital 862,020
 29,387
 284,048
 (313,435) 862,020
Retained earnings 455,598
 696,397
 250,333
 (946,730) 455,598
Accumulated other comprehensive income (loss) 78,306
 355
 255,312
 (661,962) (327,989)
Treasury shares (184,796) 
 
 
 (184,796)
Total Bristow Group stockholders’ investment 1,211,514
 731,135
 921,010
 (2,058,440) 805,219
Noncontrolling interests 1,253
 
 5,895
 
 7,148
Total stockholders’ investment 1,212,767
 731,135
 926,905
 (2,058,440) 812,367
Total liabilities, redeemable noncontrolling interests and stockholders’ investment $2,716,243
 $1,691,322
 $1,774,013
 $(3,528,979) $2,652,599

165

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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2019

  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
Net cash provided by (used in) operating activities $(99,839) $32,174
 $(41,772) $
 $(109,437)
           
Cash flows from investing activities:          
Capital expenditures (4,576) (14,091) (22,235) 
 (40,902)
Proceeds from sale of consolidated affiliate 965
 
 
 
 965
Proceeds from asset dispositions 
 11,780
 2,033
 
 13,813
Net cash provided by (used in) investing activities (3,611) (2,311) (20,202) 
 (26,124)
           
Cash flows from financing activities:          
Proceeds from borrowings 
 
 470
 
 470
Debt issuance costs (642) (32) (1,925) 
 (2,599)
Repayment of debt 
 (20,950) (40,102) 
 (61,052)
Partial prepayment of put/call obligation (54) 
 
 
 (54)
Dividends paid to noncontrolling interest 
 
 (580) ��
 (580)
Dividends paid 165,416
 1,649
 (167,065) 
 
Increases (decreases) in cash related to intercompany advances and debt (248,533) (16,229) 264,762
 
 
Repurchases for tax withholdings on vesting of equity awards (2,157) 
 
 
 (2,157)
Issuance of Common Stock 2,830
 
 
 
 2,830
Net cash provided by (used in) financing activities (83,140) (35,562) 55,560
 
 (63,142)
Effect of exchange rate changes on cash and cash equivalents 
 
 (3,465) 
 (3,465)
Net increase in cash and cash equivalents (186,590) (5,699) (9,879) 
 (202,168)
Cash and cash equivalents at beginning of period 277,176
 8,904
 94,143
 
 380,223
Cash and cash equivalents at end of period $90,586
 $3,205
 $84,264
 $
 $178,055

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Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Operations
Fiscal Year Ended March 31, 2018
 
 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
Revenue:                    
Gross revenue $233
 $187,333
 $1,257,396
 $
 $1,444,962
 $233
 $187,333
 $1,246,409
 $
 $1,433,975
Intercompany revenue 
 118,807
 
 (118,807) 
 
 118,807
 
 (118,807) 
 233
 306,140
 1,257,396
 (118,807) 1,444,962
 233
 306,140
 1,246,409
 (118,807) 1,433,975
Operating expense:                    
Direct cost and reimbursable expense 3,442
 200,178
 978,894
 
 1,182,514
 3,442
 200,178
 979,013
 
 1,182,633
Intercompany expenses 
 
 118,807
 (118,807) 
 
 
 118,807
 (118,807) 
Depreciation and amortization 12,031
 53,034
 58,977
 
 124,042
 12,031
 53,034
 58,977
 
 124,042
General and administrative 54,598
 27,401
 102,988
 
 184,987
 54,598
 27,401
 102,988
 
 184,987
 70,071
 280,613
 1,259,666
 (118,807) 1,491,543
 70,071
 280,613
 1,259,785
 (118,807) 1,491,662
                    
Loss on impairment 
 (1,192) (90,208) 
 (91,400) 
 (1,192) (90,208) 
 (91,400)
Gain (loss) on disposal of assets (1,995) 5,112
 (20,712) 
 (17,595) (1,995) 5,112
 (20,712) 
 (17,595)
Earnings from unconsolidated affiliates, net of losses (104,396) 
 6,738
 104,396
 6,738
 (103,422) 
 18,699
 103,422
 18,699
Operating income (loss) (176,229) 29,447
 (106,452) 104,396
 (148,838) (175,255) 29,447
 (105,597) 103,422
 (147,983)
                    
Interest expense, net (42,871) (22,942) (11,247) 
 (77,060) (42,871) (22,942) (11,247) 
 (77,060)
Other income (expense), net (168) (1,038) (1,870) 
 (3,076) (168) (1,038) (1,751) 
 (2,957)
                    
Income (loss) before (provision) benefit for income taxes (219,268) 5,467
 (119,569) 104,396
 (228,974)
Loss before (provision) benefit for income taxes (218,294) 5,467
 (118,595) 103,422
 (228,000)
Allocation of consolidated income taxes 23,661
 11,196
 (3,966) 
 30,891
 23,661
 11,196
 (3,966) 
 30,891
Net income (loss) (195,607) 16,663
 (123,535) 104,396
 (198,083)
Net loss (194,633) 16,663
 (122,561) 103,422
 (197,109)
Net (income) loss attributable to noncontrolling interests (51) 
 2,476
 
 2,425
 (51) 
 2,476
 
 2,425
Net income (loss) attributable to Bristow Group $(195,658) $16,663
 $(121,059) $104,396
 $(195,658)
Net loss attributable to Bristow Group $(194,684) $16,663
 $(120,085) $103,422
 $(194,684)


133167

Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)
Fiscal Year Ended March 31, 2018
 
 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
Net income (loss) $(195,607) $16,663
 $(123,535) $104,396
 $(198,083)
Net loss $(194,633) $16,663
 $(122,561) $103,422
 $(197,109)
Other comprehensive income (loss):                    
Currency translation adjustments 
 992
 91,737
 (66,802) 25,927
 
 992
 91,737
 (66,802) 25,927
Pension liability adjustment 
 
 12,333
 
 12,333
 
 
 12,333
 
 12,333
Unrealized loss on cash flow hedges, net of tax benefit 
 
 (346) 
 (346) 
 
 (346) 
 (346)
Total comprehensive income (loss) (195,607) 17,655
 (19,811) 37,594
 (160,169) (194,633) 17,655
 (18,837) 36,620
 (159,195)
                    
Net (income) loss attributable to noncontrolling interests (51) 
 2,476
 
 2,425
 (51) 
 2,476
 
 2,425
Currency translation adjustments attributable to noncontrolling interests 
 
 4,269
 
 4,269
Total comprehensive (income) loss attributable to noncontrolling interests (51) 
 6,745
 
 6,694
Currency translation adjustment attributable to noncontrolling interest 
 
 4,269
 
 4,269
Total comprehensive income (loss) attributable to noncontrolling interests (51) 
 6,745
 
 6,694
Total comprehensive income (loss) attributable to Bristow Group $(195,658) $17,655
 $(13,066) $37,594
 $(153,475) $(194,684) $17,655
 $(12,092) $36,620
 $(152,501)

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Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheet
As of March 31, 2018
 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
ASSETS
Current assets:                    
Cash and cash equivalents $277,176
 $8,904
 $94,143
 $
 $380,223
 $277,176
 $8,904
 $94,143
 $
 $380,223
Accounts receivable 211,412
 423,214
 250,984
 (638,630) 246,980
 211,412
 423,214
 250,984
 (638,630) 246,980
Inventories 
 31,300
 98,314
 
 129,614
 
 31,300
 98,314
 
 129,614
Assets held for sale 
 26,737
 3,611
 
 30,348
 
 26,737
 3,611
 
 30,348
Prepaid expenses and other current assets 3,367
 4,494
 41,016
 (1,643) 47,234
 3,367
 4,494
 41,016
 (1,643) 47,234
Total current assets 491,955
 494,649
 488,068
 (640,273) 834,399
 491,955
 494,649
 488,068
 (640,273) 834,399
                    
Intercompany investment 2,204,454
 104,435
 141,683
 (2,450,572) 
 2,204,862
 104,435
 141,683
 (2,450,980) 
Investment in unconsolidated affiliates 
 
 126,170
 
 126,170
 
 
 131,527
 
 131,527
Intercompany notes receivable 183,634
 36,358
 368,575
 (588,567) 
 183,634
 36,358
 368,575
 (588,567) 
Property and equipment - at cost:                    
Land and buildings 4,806
 58,191
 187,043
 
 250,040
 4,806
 58,191
 187,043
 
 250,040
Aircraft and equipment 156,651
 1,326,922
 1,027,558
 
 2,511,131
 156,651
 1,326,922
 1,027,558
 
 2,511,131
 161,457
 1,385,113
 1,214,601
 
 2,761,171
 161,457
 1,385,113
 1,214,601
 
 2,761,171
Less – Accumulated depreciation and amortization (39,780) (263,412) (389,959) 
 (693,151) (39,780) (263,412) (389,959) 
 (693,151)
 121,677
 1,121,701
 824,642
 
 2,068,020
 121,677
 1,121,701
 824,642
 
 2,068,020
Goodwill 
 
 19,907
 
 19,907
 
 
 19,907
 
 19,907
Other assets 4,966
 2,122
 109,418
 
 116,506
 4,966
 2,122
 109,418
 
 116,506
Total assets $3,006,686
 $1,759,265
 $2,078,463
 $(3,679,412) $3,165,002
 $3,007,094
 $1,759,265
 $2,083,820
 $(3,679,820) $3,170,359
                    
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ INVESTMENT
LIABILITIES AND STOCKHOLDERS’ INVESTMENTLIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:                    
Accounts payable $341,342
 $175,133
 $201,704
 $(616,909) $101,270
 $341,342
 $175,133
 $201,704
 $(616,909) $101,270
Accrued liabilities 59,070
 6,735
 161,077
 (21,955) 204,927
 59,070
 6,735
 166,026
 (21,955) 209,876
Short-term borrowings and current maturities of long-term debt (3,334) 20,596
 39,438
 
 56,700
 840,485
 296,782
 338,171
 
 1,475,438
Total current liabilities 397,078
 202,464
 402,219
 (638,864) 362,897
 1,240,897
 478,650
 705,901
 (638,864) 1,786,584
                    
Long-term debt, less current maturities 843,819
 276,186
 309,829
 
 1,429,834
 
 
 11,096
 
 11,096
Intercompany notes payable 132,740
 370,407
 41,001
 (544,148) 
 132,740
 370,407
 41,001
 (544,148) 
Accrued pension liabilities 
 
 37,034
 
 37,034
 
 
 37,034
 
 37,034
Other liabilities and deferred credits 14,078
 7,924
 14,950
 
 36,952
 14,078
 7,924
 14,950
 
 36,952
Deferred taxes 77,373
 27,794
 10,025
 
 115,192
 77,373
 27,794
 10,025
 
 115,192
Stockholders’ investment:                    
Common stock 382
 4,996
 131,317
 (136,313) 382
 382
 4,996
 131,317
 (136,313) 382
Additional paid-in-capital 852,565
 29,387
 284,048
 (313,435) 852,565
 852,565
 29,387
 284,048
 (313,435) 852,565
Retained earnings 793,783
 838,727
 478,661
 (1,317,388) 793,783
 794,191
 838,727
 479,069
 (1,317,796) 794,191
Accumulated other comprehensive income (loss) 78,306
 1,380
 363,484
 (729,264) (286,094) 78,306
 1,380
 363,484
 (729,264) (286,094)
Treasury shares (184,796) 
 
 
 (184,796) (184,796) 
 
 
 (184,796)
Total Bristow Group stockholders’ investment 1,540,240
 874,490
 1,257,510
 (2,496,400) 1,175,840
 1,540,648
 874,490
 1,257,918
 (2,496,808) 1,176,248
Noncontrolling interests 1,358
 
 5,895
 
 7,253
 1,358
 
 5,895
 
 7,253
Total stockholders’ investment 1,541,598
 874,490
 1,263,405
 (2,496,400) 1,183,093
 1,542,006
 874,490
 1,263,813
 (2,496,808) 1,183,501
Total liabilities, redeemable noncontrolling interests and stockholders’ investment $3,006,686
 $1,759,265
 $2,078,463
 $(3,679,412) $3,165,002
Total liabilities and stockholders’ investment $3,007,094
 $1,759,265
 $2,083,820
 $(3,679,820) $3,170,359

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Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2018

 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
Net cash provided by (used in) operating activities $(125,596) $61,757
 $44,295
 $
 $(19,544) $(125,596) $61,757
 $44,295
 $
 $(19,544)
                    
Cash flows from investing activities:                    
Capital expenditures (8,902) (9,754) (105,111) 77,480
 (46,287) (8,902) (9,754) (105,111) 77,480
 (46,287)
Proceeds from asset dispositions 
 85,785
 40,435
 (77,480) 48,740
 
 85,785
 40,435
 (77,480) 48,740
Proceeds from OEM cost recoveries 
 
 94,463
 
 94,463
 
 
 94,463
 
 94,463
Net cash provided by (used in) investing activities (8,902) 76,031
 29,787
 
 96,916
Net cash used in investing activities (8,902) 76,031
 29,787
 
 96,916
                    
Cash flows from financing activities:                    
Proceeds from borrowings 665,106
 
 231,768
 
 896,874
 665,106
 
 231,768
 
 896,874
Debt issuance costs (11,677) (552) (8,331) 
 (20,560) (11,677) (552) (8,331) 
 (20,560)
Repayment of debt (621,902) (18,512) (31,153) 
 (671,567)
Purchase of 4½ Convertible Senior Notes call option (40,393) 
 
 
 (40,393)
Repayment of debt and debt redemption premiums (621,902) (18,512) (31,153) 
 (671,567)
Purchase of 4½% Convertible Senior Notes call option (40,393) 
 
 
 (40,393)
Proceeds from issuance of warrants 30,259
 
 
 
 30,259
 30,259
 
 
 
 30,259
Partial prepayment of put/call obligation (49) 
 
 
 (49) (49) 
 
 
 (49)
Dividends paid to noncontrolling interest 
 
 (331) 
 (331)
Dividends to noncontrolling interest 
 
 (331) 
 (331)
Dividends paid 217,802
 
 (220,267) 
 (2,465) 217,802
 
 (220,267) 
 (2,465)
Increases (decreases) in cash related to intercompany advances and debt 171,886
 (110,119) (61,767) 
 
 171,886
 (110,119) (61,767) 
 
Repurchases for tax withholdings on vesting of equity awards (2,740) 
 
 
 (2,740) (2,740) 
 
 
 (2,740)
Net cash provided by (used in) financing activities 408,292
 (129,183) (90,081) 
 189,028
 408,292
 (129,183) (90,081) 
 189,028
Effect of exchange rate changes on cash and cash equivalents 
 
 17,167
 
 17,167
 
 
 17,167
 
 17,167
Net increase in cash and cash equivalents 273,794
 8,605
 1,168
 
 283,567
Net increase (decrease) in cash and cash equivalents 273,794
 8,605
 1,168
 
 283,567
Cash and cash equivalents at beginning of period 3,382
 299
 92,975
 
 96,656
 3,382
 299
 92,975
 
 96,656
Cash and cash equivalents at end of period $277,176
 $8,904
 $94,143
 $
 $380,223
 $277,176
 $8,904
 $94,143
 $
 $380,223



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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Operations
Fiscal Year Ended March 31, 2017
 
 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
Revenue:                    
Gross revenue $
 $170,306
 $1,230,196
 $
 $1,400,502
 $
 $170,306
 $1,217,776
 $
 $1,388,082
Intercompany revenue 
 114,196
 
 (114,196) 
 
 114,196
 
 (114,196) 
 
 284,502
 1,230,196
 (114,196) 1,400,502
 
 284,502
 1,217,776
 (114,196) 1,388,082
Operating expense:                    
Direct cost and reimbursable expense 77
 202,974
 951,246
 
 1,154,297
 77
 202,974
 950,349
 
 1,153,400
Intercompany expenses 
 
 114,196
 (114,196) 
 
 
 114,196
 (114,196) 
Depreciation and amortization 9,513
 51,784
 57,451
 
 118,748
 9,513
 51,784
 57,451
 
 118,748
General and administrative 64,278
 23,055
 108,034
 
 195,367
 64,278
 23,055
 108,034
 
 195,367
 73,868
 277,813
 1,230,927
 (114,196) 1,468,412
 73,868
 277,813
 1,230,030
 (114,196) 1,467,515
                    
Loss on impairment 
 (4,761) (11,517) 
 (16,278) 
 (4,761) (11,517) 
 (16,278)
Gain (loss) on disposal of assets 
 (15,576) 1,077
 
 (14,499)
Loss on disposal of assets 
 (15,576) 1,077
 
 (14,499)
Earnings from unconsolidated affiliates, net of losses (28,119) 
 6,903
 28,161
 6,945
 (27,145) 
 20,297
 27,187
 20,339
Operating loss (101,987) (13,648) (4,268) 28,161
 (91,742)
Operating income (loss) (101,013) (13,648) (2,397) 27,187
 (89,871)
                    
Interest expense, net (43,581) (3,480) (2,858) 
 (49,919) (43,581) (3,480) (2,858) 
 (49,919)
Other income (expense), net 1,257
 3,883
 (7,781) 
 (2,641) 1,257
 3,883
 (8,678) 
 (3,538)
                    
Loss before (provision) benefit for income taxes (144,311) (13,245) (14,907) 28,161
 (144,302)
Income (loss) before (provision) benefit for income taxes (143,337) (13,245) (13,933) 27,187
 (143,328)
Allocation of consolidated income taxes (26,175) (10,862) 4,449
 
 (32,588) (26,175) (10,862) 4,449
 
 (32,588)
Net loss (170,486) (24,107) (10,458) 28,161
 (176,890)
Net income (loss) (169,512) (24,107) (9,484) 27,187
 (175,916)
Net (income) loss attributable to noncontrolling interests (50) 
 6,404
 
 6,354
 (50) 
 6,404
 
 6,354
Net loss attributable to Bristow Group $(170,536) $(24,107) $(4,054) $28,161
 $(170,536)
Net income (loss) attributable to Bristow Group $(169,562) $(24,107) $(3,080) $27,187
 $(169,562)


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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)
Fiscal Year Ended March 31, 2017
 
 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
Net loss $(170,486) $(24,107) $(10,458) $28,161
 $(176,890)
Net income (loss) $(169,512) $(24,107) $(9,484) $27,187
 $(175,916)
Other comprehensive income (loss):                    
Currency translation adjustments 
 388
 209,065
 (231,089) (21,636) 
 388
 209,065
 (231,089) (21,636)
Pension liability adjustment 
 
 (11,511) 
 (11,511) 
 
 (11,511) 
 (11,511)
Total comprehensive income (loss) (170,486) (23,719) 187,096
 (202,928) (210,037) (169,512) (23,719) 188,070
 (203,902) (209,063)
                    
Net (income) loss attributable to noncontrolling interests (50) 
 6,404
 
 6,354
Currency translation adjustment attributable to noncontrolling interest 
 
 (5,311) 
 (5,311)
Total comprehensive income (loss) attributable to noncontrolling interests (50) 
 1,093
 
 1,043
Net income attributable to noncontrolling interests (50) 
 6,404
 
 6,354
Currency translation adjustments attributable to noncontrolling interests 
 
 (5,311) 
 (5,311)
Total comprehensive income attributable to noncontrolling interests (50) 
 1,093
 
 1,043
Total comprehensive income (loss) attributable to Bristow Group $(170,536) $(23,719) $188,189
 $(202,928) $(208,994) $(169,562) $(23,719) $189,163
 $(203,902) $(208,020)


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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheet
As of March 31, 2017
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
ASSETS
Current assets:          
Cash and cash equivalents $3,382
 $299
 $92,975
 $
 $96,656
Accounts receivable 76,383
 288,235
 212,900
 (370,603) 206,915
Inventories 
 34,721
 90,190
 
 124,911
Assets held for sale 
 30,716
 7,530
 
 38,246
Prepaid expenses and other current assets 3,237
 4,501
 43,856
 (10,451) 41,143
Total current assets 83,002
 358,472
 447,451
 (381,054) 507,871
           
Intercompany investment 2,491,631
 104,435
 126,296
 (2,722,362) 
Investment in unconsolidated affiliates 
 
 210,162
 
 210,162
Intercompany notes receivable 306,641
 37,633
 39,706
 (383,980) 
Property and equipment - at cost:          
Land and buildings 4,806
 62,114
 164,528
 
 231,448
Aircraft and equipment 151,005
 1,199,073
 1,272,623
 
 2,622,701
  155,811
 1,261,187
 1,437,151
 
 2,854,149
Less – Accumulated depreciation and amortization (29,099) (258,225) (312,461) 
 (599,785)
  126,712
 1,002,962
 1,124,690
 
 2,254,364
Goodwill 
 
 19,798
 
 19,798
Other assets 18,770
 2,139
 100,743
 
 121,652
Total assets $3,026,756
 $1,505,641
 $2,068,846
 $(3,487,396) $3,113,847
           
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
Current liabilities:          
Accounts payable $231,841
 $70,434
 $151,382
 $(355,442) $98,215
Accrued liabilities 61,791
 17,379
 132,704
 (25,628) 186,246
Deferred taxes (1,272) 2,102
 
 
 830
Short-term borrowings and current maturities of long-term debt 79,053
 17,432
 34,578
 
 131,063
Total current liabilities 371,413
 107,347
 318,664
 (381,070) 416,354
           
Long-term debt, less current maturities 763,325
 284,710
 102,921
 
 1,150,956
Intercompany notes payable 70,689
 226,091
 87,200
 (383,980) 
Accrued pension liabilities 
 
 61,647
 
 61,647
Other liabilities and deferred credits 11,597
 6,229
 11,073
 
 28,899
Deferred taxes 112,716
 40,344
 1,813
 
 154,873
Redeemable noncontrolling interest 
 
 6,886
 
 6,886
Stockholders’ investment:          
Common stock 379
 20,028
 115,317
 (135,345) 379
Additional paid-in-capital 809,995
 29,387
 284,048
 (313,435) 809,995
Retained earnings 991,906
 791,117
 819,987
 (1,611,104) 991,906
Accumulated other comprehensive income (loss) 78,306
 388
 255,491
 (662,462) (328,277)
Treasury shares (184,796) 
 
 
 (184,796)
Total Bristow Group stockholders’ investment 1,695,790
 840,920
 1,474,843
 (2,722,346) 1,289,207
Noncontrolling interests 1,226
 
 3,799
 
 5,025
Total stockholders’ investment 1,697,016
 840,920
 1,478,642
 (2,722,346) 1,294,232
Total liabilities, redeemable noncontrolling interest and stockholders’ investment $3,026,756
 $1,505,641
 $2,068,846
 $(3,487,396) $3,113,847

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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2017
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
Net cash provided by (used in) operating activities $(100,841) $18,359
 $94,019
 $
 $11,537
           
Cash flows from investing activities:          
Capital expenditures (16,544) (25,756) (92,810) 
 (135,110)
Proceeds from asset dispositions 
 16,346
 2,125
 
 18,471
Deposit received on asset held for sale 
 290
 
 
 290
Net cash used in investing activities (16,544) (9,120) (90,685) 
 (116,349)
           
Cash flows from financing activities:          
Proceeds from borrowings 300,600
 309,889
 97,778
 
 708,267
Payment of contingent consideration 
 
 (10,000) 
 (10,000)
Debt issuance costs (2,925) (4,199) (886) 
 (8,010)
Repayment of debt and debt redemption premiums (533,500) (5,016) (31,812) 
 (570,328)
Partial prepayment of put/call obligation (49) 
 
 
 (49)
Dividends to noncontrolling interest 
 
 (2,533) 
 (2,533)
Dividends paid 13,780
 (21,226) (2,385) 
 (9,831)
Increases (decreases) in cash related to intercompany advances and debt 308,455
 (291,781) (16,674) 
 
Repurchases for tax withholdings on vesting of equity awards (835) 
 
 
 (835)
Net cash provided by (used in) financing activities 85,526
 (12,333) 33,488
 
 106,681
Effect of exchange rate changes on cash and cash equivalents 
 
 (9,523) 
 (9,523)
Net increase (decrease) in cash and cash equivalents (31,859) (3,094) 27,299
 
 (7,654)
Cash and cash equivalents at beginning of period 35,241
 3,393
 65,676
 
 104,310
Cash and cash equivalents at end of period $3,382
 $299
 $92,975
 $
 $96,656



140

Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Operations
Fiscal Year Ended March 31, 2016
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
Revenue:          
Gross revenue $
 $229,499
 $1,486,014
 $
 $1,715,513
Intercompany revenue 
 87,673
 
 (87,673) 
  
 317,172
 1,486,014
 (87,673) 1,715,513
Operating expense:          
Direct cost and reimbursable expense 320
 192,500
 1,116,545
 
 1,309,365
Intercompany expenses 
 
 87,673
 (87,673) 
Depreciation and amortization 7,137
 60,312
 69,363
 
 136,812
General and administrative 68,787
 27,440
 128,418
 
 224,645
  76,244
 280,252
 1,401,999
 (87,673) 1,670,822
           
Loss on impairment 
 (7,264) (47,840) 
 (55,104)
Loss on disposal of assets 
 (21,579) (9,114) 
 (30,693)
Earnings from unconsolidated affiliates, net of losses 1,271
 
 220
 (1,230) 261
Operating income (loss) (74,973) 8,077
 27,281
 (1,230) (40,845)
           
Interest expense, net (30,167) (3,859) (102) 
 (34,128)
Other income (expense), net 400
 499
 (5,157) 
 (4,258)
           
Income (loss) before (provision) benefit for income taxes (104,740) 4,717
 22,022
 (1,230) (79,231)
Allocation of consolidated income taxes 32,355
 (3,546) (26,727) 
 2,082
Net income (loss) (72,385) 1,171
 (4,705) (1,230) (77,149)
Net (income) loss attributable to noncontrolling interests (57) 
 4,764
 
 4,707
Net income (loss) attributable to Bristow Group (72,442) 1,171
 59
 (1,230) (72,442)
Accretion of redeemable noncontrolling interests 
 
 (1,498) 
 (1,498)
Net income (loss) attributable to common stockholders $(72,442) $1,171
 $(1,439) $(1,230) $(73,940)


141

Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)
Fiscal Year Ended March 31, 2016
  
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
           
  (In thousands)
Net income (loss) $(72,385) $1,171
 $(4,705) $(1,230) $(77,149)
Other comprehensive income (loss):          
Currency translation adjustments 2
 
 (186,812) 165,206
 (21,604)
Pension liability adjustment 
 
 705
 
 705
Total comprehensive income (loss) (72,383) 1,171
 (190,812) 163,976
 (98,048)
           
Net income attributable to noncontrolling interests (57) 
 4,764
 
 4,707
Currency translation adjustments attributable to noncontrolling interests 
 
 1,409
 
 1,409
Total comprehensive income attributable to noncontrolling interests (57) 
 6,173
 
 6,116
Total comprehensive income (loss) attributable to Bristow Group (72,440) 1,171
 (184,639) 163,976
 (91,932)
Accretion of redeemable noncontrolling interests 
 
 (1,498) 
 (1,498)
Total comprehensive income (loss) attributable to common stockholders $(72,440) $1,171
 $(186,137) $163,976
 $(93,430)


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Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2016
 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated 
Parent
Company
Only
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
                    
 (In thousands) (In thousands)
Net cash provided by (used in) operating activities $(94,292) $104,989
 $107,534
 $
 $118,231
 $(100,841) $18,359
 $94,019
 $
 $11,537
                    
Cash flows from investing activities:                    
Capital expenditures (31,223) (239,773) (101,379) 
 (372,375) (16,544) (25,756) (92,810) 
 (135,110)
Proceeds from asset dispositions 
 50,780
 9,255
 
 60,035
 
 16,346
 2,125
 
 18,471
Investment in unconsolidated affiliates 
 
 (4,410) 
 (4,410)
Deposits on assets held for sale 
 290
 
 
 290
Net cash used in investing activities (31,223) (188,993) (96,534) 
 (316,750) (16,544) (9,120) (90,685) 
 (116,349)
                    
Cash flows from financing activities:                    
Proceeds from borrowings 908,225
 
 20,577
 
 928,802
 300,600
 309,889
 97,778
 
 708,267
Payment of contingent consideration 
 
 (9,453) 
 (9,453) 
 
 (10,000) 
 (10,000)
Debt issuance costs (5,139) 
 
 
 (5,139) (2,925) (4,199) (886) 
 (8,010)
Repayment of debt and debt redemption
premiums
 (649,650) 
 (27,353) 
 (677,003) (533,500) (5,016) (31,812) 
 (570,328)
Partial prepayment of put/call obligation (55) 
 
 
 (55) (49) 
 
 
 (49)
Acquisition of noncontrolling interest 
 
 (7,309) 
 (7,309)
Dividends paid to noncontrolling interests 
 
 (153) 
 (153) 
 
 (2,533) 
 (2,533)
Dividends paid (38,076) 
 
 
 (38,076) 13,780
 (21,226) (2,385) 
 (9,831)
Increases (decreases) in cash related to intercompany advances and debt (52,470) 86,513
 (34,043) 
 
 308,455
 (291,781) (16,674) 
 
Repurchases for tax withholdings on vesting of equity awards (2,205) 
 
 
 (2,205) (835) 
 
 
 (835)
Net cash provided by (used in) financing activities 160,630
 86,513
 (57,734) 
 189,409
 85,526
 (12,333) 33,488
 
 106,681
Effect of exchange rate changes on cash and cash equivalents 
 
 9,274
 
 9,274
 
 
 (9,523) 
 (9,523)
Net increase (decrease) in cash and cash equivalents 35,115
 2,509
 (37,460) 
 164
 (31,859) (3,094) 27,299
 
 (7,654)
Cash and cash equivalents at beginning of period 126
 884
 103,136
 
 104,146
 35,241
 3,393
 65,676
 
 104,310
Cash and cash equivalents at end of period $35,241
 $3,393
 $65,676
 $
 $104,310
 $3,382
 $299
 $92,975
 $
 $96,656

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
WeAt the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision of and with the participation of our management, including Jonathan E. Baliff,L. Don Miller, our Chief Executive Officer (“CEO”), and L. Don Miller,Brian J. Allman, our Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Company’sExchange Act of 1934, as amended (“Exchange Act”)). Based upon that evaluation and the resulting material weaknesses described below, our CEO and CFO have concluded our disclosure controls and procedures (as defined in Rule 13a-15(e) ofunder the Exchange Act) as of March 31, 2018. Based on that evaluation, our CEO and CFO concluded that such disclosure controls and procedures were not effective to ensureprovide reasonable assurance that the information required to be disclosed in our periodicthe reports filedwe file and submit under the Exchange Act is recorded, processed, summarized and reported within the time periodsperiod specified byin the SEC’sSecurities and Exchange Commission’s rules and forms and suchthat information relating to us (including our consolidated subsidiaries) required to be disclosed is accumulated and communicated to our management, as appropriateincluding the CEO and CFO, to allow for timely decisions regarding required disclosure underdisclosure.
Notwithstanding the Exchange Act.identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP. We performed additional procedures to ensure that our consolidated financial statements included in this Annual Report on Form 10-K for the year ended March 31, 2019 have been prepared in accordance with GAAP. The material weaknesses did not result in any material misstatements to the financial statements.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f)Rules13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. A company’s internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
UnderA material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the supervision and with the participation of ourannual or interim financial statements will not be prevented or detected on a timely basis.
Our management, including our CEO and CFO, we conducted an assessmentwith the oversight of our Board of Directors, evaluated the effectiveness of the effectivenessdesign and operation of our internal control over financial reporting as of March 31, 2018. The assessment was2019 based on criteria established in the framework Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.2013 in Internal Control - Integrated Framework. Based on this assessment,evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of March 31, 2019 due to the material weaknesses described below.
Control Environment. We did not maintain an effective control environment as we had an insufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with our financial reporting requirements in certain areas. The material weakness contributed to additional control deficiencies, as we did not maintain effective internal controls over monitoring of debt covenant compliance as described below and certain areas of asset impairment testing including the review of certain key assumptions and asset grouping determinations, none of which resulted in a misstatement of the financial

statements. In addition, we determined the insufficient complement of resources, resulted in an additional material weakness within our Risk Assessment process as described further below.
Risk Assessment. We concluded, as a result of the control environment deficiency above, there exists a material weakness within our risk assessment process, specifically, the process to identify the potential for management override of controls at locations not operating on our centralized enterprise resource planning (“ERP”) system and the process to identify and assess changes that could significantly impact our system of internal control, specifically, changes within our capital structure which resulted in more onerous non-financial debt covenants. This material weakness contributed to additional control deficiencies, as the Company did not maintain effective internal controls over (i) debt covenant compliance monitoring as described above, (ii) verification of the review of journal entries are performed by individuals separate from the preparer as described further below in certain locations, and (iii) the reassessment of accounting for certain elements of our accounting for investments in unconsolidated affiliates which resulted in immaterial adjustments to certain historical balances as described elsewhere herein.
Debt Covenant Compliance. We identified a material weakness in our internal controls over financial reporting for monitoring of compliance with non-financial covenants within certain secured financing and lease agreements. This deficiency was originally disclosed within the amendment to our Annual Report on Form 10-K for the year ended March 31, 2018 (the “Amended 10-K”) and continues as of March 31, 2019.
Journal Entries. The Company failed to design and maintain effective controls over the review, approval, and documentation of manual journal entries at two of our subsidiaries, Airnorth and Eastern Airways, which are not operating on our centralized ERP system. There were ineffective internal controls over the review of journal entries at these locations by individuals separate from the preparer. Management concluded this represented a material weakness in our internal controls over financial reporting.
The material weaknesses did not result in any material misstatements to the financial statements. As a result of the material weaknesses described above, management concluded that, as of March 31, 2019, our internal control over financial reporting was effective as of March 31, 2018.not effective.
The effectiveness of the Company’s internal control over financial reporting as of March 31, 20182019 has been audited by KPMG LLP, anthe independent registered public accounting firm that audited our consolidated financial statements and KPMG LLP has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as stated in its reportof March 31, 2019, which is included herein.
REMEDIATION PLAN FOR MATERIAL WEAKNESSES
We are evaluating the material weaknesses and developing a plan of remediation to strengthen our internal controls related to our control environment and risk assessment components of internal control over financial reporting and related deficiencies described herein.
Control Environment. In response to the material weakness described above, we are evaluating certain organizational enhancements, including: (i) augmenting our treasury and legal teams with additional internal or external professionals with the appropriate levels of knowledge, expertise, and skills in the area of non-financial debt covenant compliance monitoring, (ii) augmenting our financial planning and analysis team with additional internal or external professionals with the appropriate level of knowledge, expertise and skills to enhance the level of precision at which our internal controls over financial reporting related to asset impairment assessments are performed and (iii) augmenting our technical accounting team with additional internal or external professionals with the appropriate levels of knowledge, expertise and skills to assist in the evaluation of asset impairment assessments. In order to consider this material weakness remediated, we believe additional time is needed to evaluate and implement the organizational enhancements and demonstrate sustainability as it relates to the revised controls.
MATERIAL Risk Assessment. In response to the material weakness described above, we are enhancing our risk assessment process to better identify, evaluate and monitor changes that could significantly impact our system of internal control. These enhancements are expected to include the formation of a formal Enterprise Risk Assessment Committee responsible for defining and continually evaluating our enterprise risk assessment objectives, overseeing the Company’s enterprise risk assessment process and ensuring the Company responds appropriately to identified risks through the selection and development of control activities responsive to the identified risks. In order to consider this material weakness remediated, we believe additional time is needed to finalize and implement the enhanced procedures and demonstrate sustainability as it relates to the revised controls.
Debt Compliance. In response to the material weakness described above, we will continue the implementation of our remediation plan originally described in the Amended 10-K, by establishing a debt and lease compliance program with the specific objective of creating a sustainable and executable compliance process that can be repeated on a recurring basis to ensure timely monitoring of compliance with covenants and provisions. We intend to implement such compliance program by executing the following:

Development of a more complete reporting process to ensure information gathered or created by our separate control processes throughout the business are reported to the appropriate level of management with the responsibility for reporting on debt and lease agreement compliance. We are currently evaluating the use of third-party compliance services providers to assist with the development of our reporting process.
Implementation of new or redesigned processes, where necessary, for compliance with collateral maintenance requirements under our debt and lease agreements, specifically, tracking the movement of collateral throughout our operations.
Establishment of procedures for reassessment of our debt and lease compliance program in response to changes in operations or agreements, to ensure timely actions are taken when risks change.
Evaluation of the current process and expected changes to ensure a sufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with our non-financial debt covenant compliance monitoring requirements. We expect the changes to necessitate the need to augment certain of our teams with additional internal or external professionals with the appropriate levels of knowledge, expertise, and skills in the area of non-financial debt covenant compliance monitoring.
We anticipate the actions to be taken will address the material weakness. In order to consider this material weakness remediated, we believe additional time is needed to finalize and implement the enhanced procedures and demonstrate sustainability as it relates to the revised controls.
Journal Entries. In response to the material weakness described above, we are developing enhanced procedures to be implemented at Airnorth to ensure that manual journal entries recorded in our financial records are properly reviewed and approved preventing the potential for management override of controls. In order to consider this material weakness remediated, we believe additional time is needed to finalize and implement the enhanced procedures and demonstrate sustainability as it relates to the revised controls. We expect this control to be remediated by March 31, 2020. Eastern Airways was sold May 10, 2019 and as such, there is no remediation planned for that location.
CHANGES IN INTERNAL CONTROL OVER FINACIAL REPORTING
There have beenOther than the changes resulting from the material weaknesses described above, our management, including the CEO and CFO, identified no changeschange in our internal control over financial reporting that occurred during the quarter ended March 31, 20182019, that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm
The
To the Stockholders and Board of Directors and Stockholders
Bristow Group Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Bristow Group Inc. and subsidiaries’ (the Company) internal control over financial reporting as of March 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained in all material respects, effective internal control over financial reporting as of March 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 20182019 and 2017,2018, the related consolidated statements of operations, comprehensive loss, cash flows, and stockholders’ investment and redeemable noncontrolling interests for each of the years in the three-year period ended March 31, 2018,2019, and the related notes (collectively, the consolidated financial statements), and our report dated May 23, 2018October 28, 2019 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment:
Ineffective control environment as the Company had an insufficient complement of resources with an appropriate level of knowledge, expertise and skills commensurate with their financial reporting requirements in certain areas. This material weakness contributed to additional control deficiencies over monitoring of debt covenant compliance and asset impairment testing including the review of certain key assumptions and asset grouping determinations.
Ineffective risk assessment process, specifically, the process to identify the potential for management override of controls at locations not operating on our centralized enterprise resource planning (“ERP”) system and the process to identify and assess changes that could significantly impact our system of internal control, specifically, changes within our capital structure which resulted in more onerous non-financial debt covenants. This material weakness contributed to additional control deficiencies in internal controls over debt covenant compliance monitoring, review of journal entries in certain locations, and the reassessment of accounting for certain elements of the Company’s accounting for investments in unconsolidated affiliates.
Ineffective internal controls over monitoring of compliance with non-financial covenants within certain secured financing and lease agreements.
Ineffective internal controls over the review, approval, and documentation of manual journal entries at two of the Company’s subsidiaries.
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Houston, Texas
May 23, 2018October 28, 2019

Item 9B. Other Information
None.
PART III
Item 10.Directors, Executive Officers and Corporate Governance
The following sets forth information called for by this item will be containedas of October 1, 2019 regarding the name, age and principal occupation or employment of each member of our board of directors (our “Board”). We have also included information about each director’s specific attributes, experience or skills that led our Board to conclude that he or she should serve as a director on our Board in light of our definitive proxy statementbusiness and structure. Unless we specifically note below, no corporation or organization referred to be distributed in connection with our fiscal year 2018below is a subsidiary or other affiliate of Bristow Group Inc. Directors are elected at each annual meeting of stockholders underand serve until their respective successors are elected and qualified or until their earlier death, resignation or removal.
NameAgePosition Held with Registrant
Thomas N. Amonett75Director, Executive Vice Chairman of the Board
Gaurdie E. Banister, Jr.62Director
Lori A. Gobillot58Director
Ian. A. Godden65Director
William Higgins61Director
Thomas C. Knudson73Director, Chairman of the Board
L. Don Miller57President, Chief Executive Officer and Director
Biggs C. Porter65Director
Board of Directors
Thomas N. Amonett
Thomas N. Amonett joined our Board in 2006 and was appointed Executive Vice Chairman of our Board in February 2019. From November 2018 to February 2019, Mr. Amonett also served as interim President of the captions “CorporateCompany. He was a member of our Compensation Committee from 2006 to 2018 and our Audit Committee from 2006 to 2016. Mr. Amonett served as President and Chief Executive Officer of Athlon Solutions, LLC, a private provider of specialty chemicals and related services to refineries and other industrial companies, from 2013 to May 2018. From 1999 to 2013, he served as President, Chief Executive Officer and director of Champion Technologies Inc., a private, international specialty chemicals manufacturer. Prior to that, Mr. Amonett served as President, Chief Executive Officer and director of American Residential Services, Inc., a public company providing equipment and services for residential living, from 1997 to 1999. Mr. Amonett has been a director of Orion Group Holdings, Inc. since 2007 and serves on its audit committee and nominating and governance committee. From 2007 to November 2015, he was a director of Hercules Offshore, Inc. and served on the nominating and governance committee. Mr. Amonett has also served as Chairman of Ergon, Inc. since July 2017 and a director of T.F. Hudgins Inc. since 2014.
Mr. Amonett is an attorney by education and he has extensive executive leadership experience that he has attained through serving as a chief executive officer for almost two decades. He also has significant board experience that he has attained through serving on the boards of several private and public companies in the energy services industry. Mr. Amonett’s legal insight and business acumen have proven to be invaluable assets for our Board and, in particular, his prior service as chair of our Compensation Committee and his current role as Executive Vice Chairman of our Board. For these reasons and in light of our business and structure, our Board concluded that Mr. Amonett should continue to serve on our Board.
Gaurdie E. Banister, Jr.
Gaurdie E. Banister, Jr. joined our Board in 2017 and has served on our Compensation Committee since 2017 and our Corporate Governance” “Committees and Nominating Committee since July 2018. From 2007 to August 2015, Mr. Banister served as President and Chief Executive Officer of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil. Prior to that, he held various positions at Royal Dutch Shell PLC, a public, international energy company, including Vice President, Technical E&P, Asia Pacific, from 2005 to 2007; Technical Vice President, Shell Americas, from 2003 to 2005; Vice President, Business Development and Technology, Shell U.S., from 2001 to 2003; President, Global Executive Vice President, Shell Services International, from 1998 to 2001; President, Shell Continental Companies, in 1997; and Project Engineering, Production Manager, Shell Offshore, from 1980 to 1997. Mr. Banister has been the Lead Independent Director of Tyson Foods, Inc. since 2013, the chairman of its compensation and leadership development committee since 2017 and a member

of its strategy and acquisitions committee since 2013. He was a director and served on the audit and finance committee, corporate governance and nominating committee and health, environmental, safety and corporate responsibility committee of Marathon Oil Company from 2015 to 2018. In addition, he has served as a director of Russell Reynolds Associates since January 2018, the board of trustees of American University in Washington, DC since 2018 and Harwood Institute for Public Innovation since 2016. He also served as a director of Shell Todd Oilfield Services from 2005 to 2007.
Mr. Banister is an engineer by education with over 35 years of experience in senior management positions in the energy industry. His professional background, which includes over seven years as the president and chief executive officer of one of the nation’s most active drilling companies, provides our Board with strategic perspective on lean manufacturing, information systems, business development and culture. In addition, he has significant board experience through service on the boards of several private and public companies. His executive experience and business acumen make him highly qualified to continue to serve as the chair of our Corporate Governance and Nominating Committee and as a member of our Compensation Committee. For these reasons and in light of our business and structure, our Board concluded that Mr. Banister should continue to serve on our Board.
Lori A. Gobillot
Lori A. Gobillot joined our Board in 2012. She has served on our Compensation Committee since 2012 and our Corporate Governance and Nominating Committee since 2016. She has been the founding partner and consultant of InVista Advisors LLC, a private project management and consulting company, since 2013. Ms. Gobillot served as the Vice President of Integration Management of United Airlines, Inc., a public air transportation company, from October 2010 to 2012. Prior to that, she served as the Vice President of Integration Management of Continental Airlines, Inc., a public air transportation company, from June 2010 to October 2010 and its Staff Vice President, Assistant General Counsel and Assistant Secretary from 2006 to June 2010. Ms. Gobillot has been a director of Magellan Midstream Partners, L.P. since 2016 and serves on its compensation committee and nominating and governance committee. In addition, she has served as a director of Republic Airways Holdings since 2017 and is the chairperson of its compensation committee and has served as a director of Agape Development Ministries since 2015. From 2012 to 2016, Ms. Gobillot served on the advisory board of GetGoing, Inc.
Ms. Gobillot is an attorney by education with extensive management and legal experience within the aviation industry as well as experience in private practice representing a variety of clients. Her years of experience at a capital-intensive airline with a similar focus on safety, regulatory compliance, customer service and employee satisfaction and her service on the boards of several public and private companies add a helpful perspective to our Board’s deliberations. Her aviation background and legal, corporate governance and executive compensation expertise allow her to contribute significantly as the chair of our Compensation Committee and as a member of our Corporate Governance and Nominating Committee and benefit our Board’s decision-making process. She has been recognized by the National Association of Corporate Directors (NACD) as a Board Leadership Fellow. Her experience with fixed wing airlines is of particular use for our Board in connection with the Company’s strategic investment in Capiteq Limited (d/b/a Airnorth) in February 2015. For these reasons and in light of our business and structure, our Board concluded that Ms. Gobillot should continue to serve on our Board.
Ian A. Godden
Ian A. Godden joined our Board in 2010. He has served on our Compensation Committee since November 2018 and our Corporate Governance and Nominating Committee since 2010. He was a member of our Audit Committee from 2010 to 2018. Mr. Godden has served as Non-Executive Chairman, and a member of the audit committee, of Havelock Europa PLC, a public commercial furniture design and manufacturing company, since January 2017. Additionally, Mr. Godden has been a part-time senior advisor of Yokogawa Electric Corporation, a public electrical engineering and software company and parent company to KBC Advanced Technologies, since April 2016. Mr. Godden was the Founder and has served as Chairman of Glenmore Gas and Energy Inc., a private energy company, since 2005. Previously, Mr. Godden served as Non-Executive Chairman of KBC Advanced Technologies, a former public consulting and software company dedicated to hydrocarbon processing, from 2011 to January 2013 and from January 2015 to April 2016, its Executive Chairman from January 2013 to December 2014 and its Senior Independent Non-Executive Director from 2008 to 2011. In addition, he served on its remuneration and nominations committee from 2008 to 2016 and its audit committee from 2008 to 2011. Mr. Godden also served as Chairman of Farnborough International Limited, a private subsidiary company of A|D|S Group Ltd., a private trade organization that represents the U.K. civil aerospace, defense and security industries, from 2009 to 2013 and Chairman of A|D|S Group Ltd. from 2007 to 2011. Prior to that, he served as a director and member of the audit committee of E2V Technologies PLC from 2003 to 2010.
Mr. Godden received a Bachelor of Science degree in engineering from Edinburgh University in Scotland and an MBA from Stanford University in California. He has extensive practical experience in the aviation industry, particularly in the areas of aviation safety, training, technology and logistics management which are each critical to the Company. His international experience gained from decades of serving in executive roles in oil and gas companies in the international oil and gas sector and his background in strategic consulting aids our Board in reviewing decisions and developing the global strategy for the Company. Finally, his executive

compensation experience and expertise in corporate governance, which has been recognized by his being honored as a NACD Board Leadership Fellow, makes him well suited to continue to serve as a member of our Compensation Committee and Corporate Governance and Nominating Committee. For these reasons and in light of our business and structure, our Board concluded that Mr. Banister should continue to serve on our Board.
A. William Higgins
A. William Higgins joined our Board in 2016. He has served on our Audit Committee since 2016 and our Corporate Governance and Nominating Committee since 2017. Mr. Higgins served as Chairman, Chief Executive Officer and President of CIRCOR International, Inc., a public, global diversified manufacturing company, from 2008 to 2012, President and Chief Operating Officer from 2006 to 2008 and Executive Vice President and Chief Operating Officer from 2005 to 2006. Additionally, Mr. Higgins served as director and Vice President of Leslie Controls, Inc., a subsidiary of CIRCOR that filed for bankruptcy protection in 2010 and successfully emerged from bankruptcy in 2011, from 2008 to 2012. Prior to that, he served in various positions at Honeywell International, Inc., a public, diversified technology and manufacturing company, including Vice President and General Manager, Americas, Honeywell Building Solutions, from 2002 to 2004; Vice President and General Manager, AlliedSignal Grimes Aerospace Company, from 1999 to 2002; General Manager, AlliedSignal Aerospace Valve and Component Repair and Overhaul Service, from 1996 to 1999; Director, East Asia Business Development, Allied Signal Electronics Materials, from 1992 to 1999; and Manager, East Asia Business Development, AlliedSignal Electronics Materials, from 1991 to 1992. Mr. Higgins is a director of Albany International Corp. and has served as chairman since February 2019 and as a member of the audit committee since May 2019 and the compensation committee from 2016 to 2019 (and chairman of the compensation committee from 2017 to 2019). Additionally, Mr. Higgins is a director of Kaman Corporation and has served as a member of the finance committee since 2013 (and been chairman since 2016), the corporate governance committee since 2015 and the personnel and compensation committee from 2009 to 2015.
Mr. Higgins is an engineer by education who started his career as an advanced technologies engineer at Pratt & Whitney (UTC). His professional background provides our Board with additional perspective on talent development, international operations and global strategic development, lean manufacturing and continuous improvement processes, government relations, acquisitions, and the oil and gas, distribution and industrial markets. In addition, his experience at Honeywell International, AlliedSignal and Pratt & Whitney provide him with a strong background in the aerospace industry. His executive experience, financial acumen and prior service on public company boards make him highly qualified to continue to serve as a member of our Audit Committee and Corporate Governance and Nominating Committee. For these reasons and in light of our business and structure, our Board concluded that Mr. Higgins should continue to serve on our Board.
Thomas C. Knudson
Thomas C. Knudson joined our Board in 2004 and has served as Chairman of our Board since 2006 and on our Audit Committee since February 2019. He served on our Corporate Governance and Nominating Committee from 2004 to 2016, our Compensation Committee from 2004 to 2006 and our Executive Committee from 2006 to 2007. Mr. Knudson was the Founder and has served as President of Tom Knudson Interests, a private consulting company, since 2004. Prior to that, he served as Senior Vice President of ConocoPhillips, a public oil and gas company, from 1975 to 2004. Mr. Knudson served as a director of Midstates Petroleum Company, Inc. and was its chairman from April 2015 to November 2015 and its interim chairman from 2014 to 2015. Additionally, he was a member of its audit committee from 2014 to 2015 and nominating and governance committee from 2013 to 2016. Mr. Knudson also served as a director of MDU Resources Group Inc. and was a member of its compensation committee from 2008 to 2014. Moreover, he served as presiding director and a member of the governance, nominating and compensation committee of Natco Group Inc. from 2005 to 2009 and a director and a member of the audit and conflicts committees of Williams Partners L.P. from 2005 to 2007. Mr. Knudson has served as a director of Ergon, Inc. since October 2017, the U.S. Naval Academy Foundation Athletics & Scholarship Program (as trustee since 2015 and a board member since 2019), the NACD Texas Tri-Cities Chapter since 2012 and the Episcopal Seminary of the Southwest from 2012 to 2015.
Mr. Knudson holds a bachelor’s degree in aerospace engineering from the U.S. Naval Academy and a master’s degree in aerospace engineering from the U.S. Naval Postgraduate School. He served as a naval aviator, flying combat missions in Vietnam. His education, military service, and experience on the boards of MDU Resources Group Inc., Natco Group Inc., Williams Partners L.P. and Midstates Petroleum Company, Inc. provide additional perspectives to our Board. His prior service on the management committee at ConocoPhillips provides our Board with significant insight into the way customers in the energy industry operate. His experience, together with his service as a member of the NACD Tri-Cities Chapter Board and his expertise in corporate governance, as reflected by his being honored as a NACD Board Leadership Fellow, make him well suited to continue to serve as Chairman of our Board and as a member of our Audit Committee. For these reasons and in light of our business and structure, our Board concluded that Mr. Knudson should continue to serve on our Board.

L. Don Miller
L. Don Miller joined our Board in February 2019. He was appointed as our President and Chief Executive Officer in February 2019. He previously served as our Senior Vice President and Chief Financial Officer from August 2015 to February 2019, Senior Vice President, Mergers, Acquisitions and Integration from June 2015 to August 2015, Vice President, Mergers, Acquisitions and Integration from November 2014 to June 2015 and Vice President, Strategy and Structured Transactions from November 2010 to November 2014. Prior to joining the Company, Mr. Miller worked as an independent consultant from 2008 to 2010 assisting companies in capital markets and in a financial advisory capacity. He was previously the post-petition President and Chief Executive Officer for Enron North America Corp. and Enron Power Marketing, Inc. from 2001 to 2007 and also served in senior financial positions with Enron, including Director – Finance and Vice President, Asset Marketing Group from 1998 to 2001. His career also includes seven years in senior financial positions with Citicorp Securities, Inc. and four years as an account executive with Dean Witter Reynolds, Inc. Mr. Miller is a Chartered Financial Analyst (“CFA”) charterholder. He has served on the board of directors of Christian Community Service Center since 2019 and previously served as a member of the memorial endowment board from 2013 to 2018.
As our President and Chief Executive Officer, Mr. Miller provides a critical link between senior management and our Board. In addition to his financial experience, his knowledge of the culture, operations and clients of the Company assists our Board in making strategic decisions.For these reasons and in light of our business and structure, our Board concluded that Mr. Miller should continue to serve on our Board.
Biggs C. Porter
Biggs C. Porter joined our Board in 2016 and has served on our Audit Committee since 2016. Mr. Porter has served as the Executive Vice President and Chief Financial Officer of Maxar Technologies Ltd., a public global provider of advanced space technology solutions, since August 2018. Previously, Mr. Porter served as Executive Vice President and Chief Financial Officer of Fluor Corporation, a public engineering, procurement, fabrication, construction and maintenance services company, from May 2012 to August 2017, Chief Financial Officer of Tenet Healthcare Corporation, a public, diversified healthcare services company, from 2006 to 2012, Acting Chief Financial Officer of Raytheon Company, a public, international provider of products and services to defense and government markets, from 2005 to 2006 (and its Vice President and Controller from 2003 to 2006) and Senior Vice President and Corporate Controller of TXU Corporation, a public, international energy company, from 2000 to 2003. Prior to that, he served in various positions at Northrop Grumman Corporation, a public, international provider of products and services to defense and government markets, including Sector Vice President – Business Management (CFO), Integrated Systems and Aerostructure Sector, from 1998 to 2000; Vice President – Business Management (CFO), Commercial Aircraft Division, from 1997 to 1998; Vice President - Finance, Commercial Aircraft Division, from 1995 to 1997; Vice President, Controller and Assistant Treasurer, Vought Aircraft Company, from 1990 to 1995; and Corporate Manager of External Financial Reporting, The LTV Corporation, from 1987 to 1990. Prior to that, Mr. Porter served as Audit Principal at Arthur Young & Company, an international accounting firm, from 1978 to 1987. Mr. Porter has served as a trustee of Texas Health Resources since 2014, a member of the board of visitors of Duke University Pratt School of Engineering since 2014 and a member of the advisory board of the accounting department at the University of Texas at Austin McCombs School of Business since 2012. Previously, he was a director of Perspecta Inc. from May 2018 to October 2018 and a director of the Dallas Area Chapter of the American Red Cross, serving as Chairman from 2016 to June 2018 and Vice Chairman from 2014 to 2016.
Mr. Porter is an accountant by education with significant accounting and finance expertise. His experience as a certified public accountant and chief financial officer and controller in multiple public companies provides him with extensive knowledge of financial reporting, legal and audit compliance and risk management making him qualified to continue to serve as the chair of our Audit Committee. His expertise in corporate governance has been recognized by his being honored as a NACD Governance Fellow. His aerospace, government contracting and energy sector background also benefits our Board’s decision-making process and development of strategy. For these reasons and in light of our business and structure, our Board concluded that Mr. Porter should continue to serve on our Board.

Executive Officers
Under our bylaws, our Board elects our executive officers annually. Each executive officer remains in office until that officer ceases to be an officer or his or her successor is elected. There are no family relationships among any of our executive officers or directors. As of October 1, 2019, our executive officers were as follows:
NameAgePosition Held with Registrant
L. Don Miller57President, Chief Executive Officer and Director
Brian J. Allman46Senior Vice President and Chief Financial Officer
Alan Corbett62Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA)
Victoria Lazar54Senior Vice President, General Counsel and Corporate Secretary
Robert Phillips52Senior Vice President, Americas
Mary Wersebe44Vice President, Human Resources
L. Don Miller
See “— Board of Directors —L. Don Miller” above for information on Mr. Miller.
Brian J. Allman
Mr. Allman was appointed as Senior Vice President and Chief Financial Officer in February 2019. He previously served as our Vice President and Chief Accounting Officer from May 2016 to February 2019 and Vice President, Chief Accounting Officer and Controller from November 2010 to May 2016. He joined us as Director of Financial Reporting in March 2006. In August 2007, he was promoted to Corporate Controller and was subsequently elected Chief Accounting Officer in April 2009. From September 2002 to March 2006, Mr. Allman worked as Financial Reporting Manager for Nabors Industries Ltd., a drilling and well servicing company. A Certified Public Accountant, Mr. Allman previously worked in public accounting as an Audit Manager with KPMG after beginning his career with Arthur Andersen LLP.
Alan Corbett
Mr. Corbett was appointed as Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA) in June 2018. He previously served as Vice President, EAMEA from June 2017 to June 2018. Before that he served as Region Director of the Europe Caspian Region from April 2015 to June 2017 and Region Director of the Europe Business Unit (EBU) from August 2014 to March 2015, in which capacities he had commercial and operational oversight of the region, including the successful transition to a fully Bristow-operated U.K. search and rescue service. Prior to joining the Company in August 2014, Mr. Corbett worked since 1985 in a number of management positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Vice President, Sub Sahara Africa from 2011 to 2014.
Victoria Lazar
Ms. Lazar was appointed as Senior Vice President, General Counsel and Corporate Secretary effective July 2019. She joined the Company after more than 11 years at General Electric, most recently as Executive Counsel, M&A. She was previously Associate General Counsel for GE Oil & Gas and Baker Hughes, a GE company (BHGE), during which time she served on the senior management board of the Drilling, Production & Surface divisions and was a key leader on the team forming and integrating BHGE. Prior to joining GE, she served in several roles at Electronic Data Systems Corporation (EDS, now part of DXC Technology), Chief Legal Officer – ExcellerateHRO and Counsel – Corporate Acquisitions and Finance from 1996 to 2008, including supporting the Board Governance Committee of the EDS board of directors. Lazar was also an associate in the Corporate/International law department at Baker Botts L.L.P. from 1990 to 1996. She received her Doctor of Jurisprudence from the University of Chicago Law School and a Bachelor of Arts in Government from Cornell University.
Robert Phillips
Mr. Phillips was appointed as Senior Vice President, Americas in June 2018. He previously served as Vice President, Americas from June 2017 to June 2018 and as Vice President, Global Operations Services from April 2016 to June 2017. Before that he served as Region Director of the Americas Region from July 2013 to April 2016, in which role he was responsible for operations and business development efforts in the region, and as Director of Flight Operations from April 2008 to July 2013. Since joining the Company in 2003, he has also served as Head of Flight Operations (Europe), Chief Pilot, Director of Training and Check Airman. Mr. Phillips has more than 10,000 total hours in flight time in both fixed and rotary wing aircraft, and holds certifications including Certified Flight Instructor (CFI), Certified Flight Instrument Instructor (CFII), Multi Engine Instructor (MEI), Designated Pilot Examiner (DPE) and Air Transport Pilot (ATP). He began his flying career in the U.S. Army in 1988. He graduated from

flight school in Fort Rucker, Alabama in 1989, and served five years on active duty and another five years in the Louisiana National Guard before transitioning to civilian helicopter services in the Gulf of Mexico.
Mary Wersebe
Ms. Wersebe was appointed as Vice President, Human Resources in August 2016. She previously served as the Company’s Interim Chief Administration Officer from June 2016 to August 2016. She joined the Company as Director, Human Resources Global Operations in May 2014. Prior to joining the Company, Ms. Wersebe was director human resources at Exterran from 2007 to 2014. Ms. Wersebe also served in human resources roles for Halliburton from 1999 to 2000 and 2001 to 2002, Aspen Technology from 2000 to 2001 and Ocean Energy from 2002 to 2003 after beginning her career with Browning Ferris Industries in 1997.
Committees of the Board
Our Board has standing Audit, Compensation and Corporate Governance and Nominating Committees. The charter for each of Directors,”these committees is posted on our website, www.bristowgroup.com, under the “Governance” caption and “Executive Officersis available free of charge on request to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. During fiscal year 2019, the Audit Committee held formal meetings six times, the Compensation Committee held formal meetings 13 times and the Corporate Governance and Nominating Committee held formal meetings 23 times. As of July 17, 2019, the members and chairperson for each of the Registrant”Audit, Compensation and Corporate Governance and Nominating Committees were as set forth in the table below and each of the members of each such committee was determined to be independent as defined by the applicable New York Stock Exchange (“NYSE”) and SEC rules. The members and chairperson for each committee set forth below were the same at the end of fiscal year 2019.
Independent DirectorsBoard Committees
AuditCompensation
Corporate Governance
and Nominating
Thomas N. Amonett
Gaurdie E. Banister, Jr.
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chairman.jpg          
Lori A. Gobillot
chairman.jpg          
committeemember.jpg
Ian A. Godden
committeemember.jpg
committeemember.jpg
A. William Higgins
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committeemember.jpg
Thomas C. Knudson
committeemember.jpg
Biggs C. Porter
chairman.jpgfinancialexpert.jpg
chairman.jpg- Committee Chairperson
committeemember.jpg- Committee Member
financialexpert.jpg- Audit Committee Financial Expert
Audit Committee
The Audit Committee is incorporated into this documentdirectly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. The Audit Committee also monitors the integrity of the Company’s financial statements and the independence and performance of the Company’s auditors and reviews the Company’s financial reporting processes. The Audit Committee reviews and reports to our Board the scope and results of audits by reference.the Company’s independent auditors and the Company’s internal auditing staff and reviews the audit and other professional services rendered by the independent auditors. It also reviews with the independent auditors the adequacy of the Company’s system of internal controls. It reviews transactions between the Company and the Company’s directors and officers, the Company’s policies regarding those transactions and compliance with the Company’s business ethics and conflict of interest policies.
Our Board requires that all members of the Audit Committee meet the financial literacy standard required under the NYSE rules and that at least one member qualifies as having accounting or related financial management expertise under the NYSE rules. In addition, the SEC has adopted rules requiring that the Company disclose whether or not the Company’s Audit Committee has an “audit committee financial expert” as a member, as defined by the SEC.
Our Board has reviewed the criteria set by the SEC and determined that all members of the Audit Committee meet the

financial literacy standards required by NYSE rules and qualify under the NYSE rules as having accounting or related financial management expertise. Our Board has also determined that Mr. Porter qualifies as an audit committee financial expert.
Compensation Committee
The Compensation Committee, among other matters:
approves the compensation of the Chief Executive Officer and all other executive officers;
evaluates the performance of the Company, Chief Executive Officer and all other executive officers against approved performance goals and other objectives and reports its findings to our Board;
reviews and approves changes in certain employee benefits and incentive compensation plans which affect executive officer compensation;
reviews and makes recommendations with respect to changes in equity-based plans and director compensation; and
prepares a report to be included in any annual proxy statement or Annual Report on Form 10-K of the Company.
In order to assist the Compensation Committee in satisfying its responsibilities set forth above, the Compensation Committee from time to time engages independent legal counsel as well as an independent compensation consultant. Awards under equity-based plans are considered and approved by the Compensation Committee, which consists entirely of “non-employee directors,” as defined by Rule 16b-3 under the Exchange Act, all of whom satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee assists our Board in:
identifying individuals qualified to become members of our Board consistent with criteria approved by our Board;
recommending to our Board the director nominees to fill vacancies or to stand for election at any annual meeting of stockholders of the Company;
developing and recommending to our Board the corporate governance guidelines to be applicable to the Company;
recommending committee assignments and chairperson designations for directors to our Board;
recommending to our Board the size and structure of our Board and each committee;
overseeing the evaluation process by which our Board or any committee thereof reviews our Board’s, any committee’s or management’s performance; and
overseeing the succession plan process for each of the Company’s senior executive officers, our Board and the Chairman of our Board.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, officers, and certain beneficial owners (collectively, “Section 16 Persons”) to file with the SEC reports of beneficial ownership on Form 3 and reports of changes in ownership on Form 4 or Form 5. Copies of all such reports are required to be furnished to us. To our knowledge, based solely on a review of the copies of Section 16(a) reports furnished to us for fiscal year 2019 and written representations that no other reports were required, all filing requirements for the Section 16 Persons have been complied with during or with respect to fiscal year 2019, except that a Form 4 for Ms. Wersebe reporting a purchase by a family member was filed late on June 17, 2019.
Code of Ethics and Business Conduct
We haveOur Board has adopted a code of business conduct and ethics applicable to our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Integrity. The Code of Business Integrity for directors and employees (our “Code”). Our Code applies to all directors and employees, including the chief executive officer, the chief financial officer, and all senior financial officers. Our Code covers topics including, but not limited to, conflicts of interest, insider trading, competition and fair dealing, anti-corruption, discrimination and harassment, international trade regulations, confidentiality, compliance procedures and employee complaint procedures. Our Board periodically reviews and revises our Code, as it deems appropriate. Our Code is availableposted on our website, www.bristowgroup.com, under the “About Us—Vision, Mission, Values — Code of Business Integrity” caption.

The Corporate Governance and Nominating Committee will review any issues under our Code involving an executive officer or director and will report its findings to the full Board. Only in special circumstances will our Board consider granting a waiver to any provision of our Code, and any waiver will be promptly disclosed.
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines that govern the structure and functioning of our Board and set out our Board’s policies on a number of governance issues. A copy of our Corporate Governance Guidelines is posted on our website, www.bristowgroup.com, under the “Governance” caption.
Board Leadership Structure
Pursuant to our Corporate Governance Guidelines, our Board may combine the roles of the Chairman with that of the Chief Executive Officer if it determines that this provides the most effective leadership model. Our Board also recognizes that it may be desirable to assign these roles to different persons from time to time to ensure that our Board remains independent and responsive to stakeholder interests. If our Board combines the role of the Chairman with that of the Chief Executive Officer, then our Board will also select a Non-Executive Chairman/Lead Director to schedule and chair executive sessions of our Board and to perform such other functions as are assigned to such Non-Executive Chairman/Lead Director by our Board on the recommendation of the Corporate Governance and Nominating Committee.
Although our Corporate Governance and Nominating Committee provides for a combined Chairman and CEO role, our Board’s current belief is that the functions performed by the Chairman and the Chief Executive Officer should be performed by separate individuals. This allows the Chairman to lead our Board in its fundamental role in providing guidance and oversight of management and the Chief Executive Officer to focus on managing the day-to-day business of the Company. Our Board reevaluates its view on such leadership structure periodically.
Communication with Directors
Our Board welcomes the opportunity to hear from our stakeholders and proactively engages with our stakeholders on matters of interest such as executive compensation, corporate governance and Company strategy. Our Board maintains a process for stakeholders to communicate directly with our Board. All communications should be delivered in writing addressed to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The correspondence should be addressed to the appropriate party, namely: (i) Bristow Group Inc. - Board, (ii) Bristow Group Inc. - Corporate Governance and Nominating Committee, (iii) Bristow Group Inc. - Audit Committee, (iv) Bristow Group Inc. - Compensation Committee or (v) the individual director designated by full name or position as it appears in this Annual Report. We also maintain policies for stakeholders to communicate with the Lead Director of executive sessions or with the non-management directors as a group. Such communications should be delivered in writing to: Lead Director or Non-Management Directors of Bristow Group Inc., as the case may be, c/o Corporate Secretary, Bristow Group Inc., 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. Communications so addressed and clearly marked as “Stakeholder Communications” will be forwarded by our Corporate Secretary unopened to, as the case may be the Chairman of our Board or the then-serving Lead Director (being the independent director scheduled to preside at the next meeting of the non-management or independent directors).
All communications must be accompanied by the following information:
If the person submitting the communication is a security holder, a statement of the type and amount of the securities of the Company that the person holds; or, if the person is not a stockholder, a statement regarding the nature of the person’s interest in the Company; and
The address, telephone number and e-mail address, if any, of the person submitting the communication.
For more detail, refer to our Company Policy for Communication with our Board posted on our website, www.bristowgroup.com, under the “Governance” caption.

Item 11. Executive Compensation
Compensation Discussion and Analysis
This year’s Compensation Discussion and Analysis (“CD&A”) reviews the objectives and elements of the Company’s executive compensation program and discusses the compensation earned by our Named Executive Officers (“NEOs”) as of March 31, 2019 (our fiscal year end) listed below. It also explains the actions the Compensation Committee took to ensure our senior leadership team remains focused on improved safety and financial performance to sustain our position as the leading global industrial aviation services provider during the Chapter 11 Cases and beyond.
NEOTitle
L. Don MillerPresident and Chief Executive Officer
Brian J. AllmanSenior Vice President and Chief Financial Officer
Alan CorbettSenior Vice President Europe, Africa, Middle East, Asia (EAMEA)
Robert PhillipsSenior Vice President, Americas
Mary WersebeVice President, Human Resources
Jonathan E. BaliffFormer President and Chief Executive Officer
Timothy J. KnappFormer Senior Vice President, General Counsel and Corporate Secretary
Leadership Transitions
Jonathan E. Baliff, who served as President and Chief Executive Officer of the Company, stepped down from the position of President effective November 9, 2018, while continuing to serve as Chief Executive Officer, through February 28, 2019. Thomas N. Amonett, a member of our Board, was appointed to serve as interim President of the Company. On February 11, 2019, the Company entered into a Retirement and Consulting Agreement (the “Retirement and Consulting Agreement”) with Mr. Baliff. Under the Retirement and Consulting Agreement, Mr. Baliff ceased to serve as Chief Executive Officer of the Company and as a member of our Board, effective February 28, 2019. The Retirement and Consulting Agreement with Mr. Baliff ended on June 30, 2019.
L. Don Miller, who served as Senior Vice President and Chief Financial Officer of the Company, was appointed to succeed Mr. Baliff as President and Chief Executive Officer of the Company, effective as of the close of business on February 28, 2019. Mr. Miller also joined our Board upon his appointment as President and Chief Executive Officer. Mr. Amonett, who had been serving as interim President, was appointed to the role of Executive Vice Chairman of our Board, effective upon Mr. Miller’s appointment. Brian J. Allman, who served as Vice President and Chief Accounting Officer of the Company, was appointed to succeed Mr. Miller as Senior Vice President and Chief Financial Officer. Mr. Allman continued to serve as Chief Accounting Officer of the Company until Christopher Gillette was appointed to that role on April 10, 2019.
Timothy J. Knapp, who served as Senior Vice President, General Counsel and Corporate Secretary of the Company, ceased to serve as an officer of the Company effective as of September 12, 2018 and departed the Company effective as of September 30, 2018 in connection with certain organizational changes. E. H. Underwood III served as interim General Counsel of the Company from September 12, 2018 to June 30, 2019.
Victoria Lazar was appointed as Senior Vice President, General Counsel and Corporate Secretary of the Company effective as of July 1, 2019.
Executive Summary
Fiscal year 2019 was another difficult year for our industry. There were signs of modest recovery in some sectors of the industry, primarily onshore, while companies serving the offshore oil and gas sector continued to experience significant challenges. Like many of our competitors and other service providers to exploration and production companies, we responded to the constraints in the market during the past four years by implementing cost efficiencies both in our global operations as well as in our corporate headquarters, comprehensively reviewing operational and commercial dealings, exploring value-additive acquisitions and dispositions and developing strategic initiatives. We pursued a strategy of maximizing liquidity and financial flexibility through asset-level borrowings and secured equipment lease transactions. Together with revenue from operations, this additional liquidity allowed us to service our debt and provided a runway to maintain operations through the downturn.
Ultimately, however, given the continuing challenges in the offshore oil and gas industry and other matters impacting liquidity, the rate at which the Company’s cash position was declining began to increase, and the Company evaluated its

strategic alternatives. The fundamental shifts in the energy markets and in particular, offshore drilling, have required the Company to re-think its strategic business plan to restructure with an eye toward an inevitable consolidation in the market for helicopter services. While the Company has maintained its leading market share, industry demand has declined precipitously, challenging existing business models and creating substantial overcapacity in the marketplace.
On May 11, 2019 (the “Petition Date”), Bristow Group Inc. and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed the Chapter 11 Cases in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
These developments had a direct negative impact on compensation outcomes for our CEO and other NEOs. In particular, our annual and long-term incentive plans, under which actual awards are dependent on our overall financial results, paid out well below target and the value of outstanding equity incentive awards declined precipitously. In light of these and other challenges, and as more fully described below, the Compensation Committee undertook an informed, thorough, and independent process in reviewing, evaluating, and approving compensation and incentive programs for fiscal year 2020 for executives and non-executives with great care, focusing on the operational and restructuring objectives those programs are intended to promote: safety, financial performance, and a speedy reorganization in chapter 11 to maximize value and limit costs. Especially during the Chapter 11 Cases, the Company must retain and motivate its executives and other key employees to perform at a high level and keep them focused on the business, while still executing a transformative reorganization as quickly as possible.
More information about all these actions, our fiscal year 2019 business achievements, and the resulting compensation actions taken by the Compensation Committee are summarized below.
Fiscal Year 2018 Say on Pay Results and Stockholder Engagement
Seeking feedback from our stockholders on a regular basis is a critical part of our approach to managing our executive compensation program. The Compensation Committee also considers advice from its independent consultant, feedback from the proxy advisory firms, and continually reviews our program to ensure alignment with our stockholders’ interests, our strategic goals, and with current market practices. To this end, over the years we have made several enhancements to our program of which our stockholders have been highly supportive.
However, in August 2018, our executive compensation program garnered slightly less than 80% support by our stockholders, which is lower than we would like to see. In response, the Chairman of the Compensation Committee, together with representatives from senior management, engaged individually with our largest stockholders to hear their direct input regarding the Company’s executive compensation program. Collectively, the stockholders we engaged with held approximately 50% of the shares of common stock of the Company. Overall, our stockholders were broadly supportive of our program’s philosophy and design, and appreciative of its strong compensation governance features. Our stockholders also endorsed the emphasis we place on performance-based pay but sought more clarity around the performance goals in the annual and long-term incentive plans.
To respond directly to this feedback, we added detail to the stated performance goals in the annual incentive plan and have simplified our CD&A disclosure with the goal of providing better line of sight to the financial and strategic results that drove the Compensation Committee’s pay decisions for fiscal year 2019.
Fiscal Year Compensation Decisions At-A-Glance
The Compensation Committee made the following decisions for fiscal year 2019:
After holding base salaries flat in fiscal years 2016, 2017 and 2018, base salaries for all of our NEOs were adjusted to reflect competitive market movement, promotions, or material changes in job responsibilities where market data supported such a change.
Annual incentive cash awards for fiscal year 2019 were funded at 53.5% of target (between threshold and below target).
Long-term performance cash awards for the performance period ended March 31, 2019 were paid out at 60.44% of target (between threshold and below target).

Compensation Governance Best Practices and Policies
Our executive compensation program is performance driven, competitive with the market, and responsibly governed to mitigate excessive risk-taking, taking into account the market downturn facing the Company. The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance principles. Below are highlights of what we do and what we do not do.
What We DoWhat We Don’t Do
üPlace the majority of weight on performance-based, variable, long-term compensationXNo excise tax gross-ups
üUse both relative and absolute performance metrics in our incentive plansXNo automatic base salary increases
üRequire significant levels of stock ownership for executives and directorsXNo guaranteed annual or multi-year bonuses
üHave double-trigger vesting requirements for outstanding equity and performance cash in the event of a change in controlXNo option repricing
üPlace limits (caps) on annual and long-term incentive awards to eliminate potential windfallsXNo hedging or pledging of Company stock (unless General Counsel provides consent)
üMaintain a robust claw-back policyXNo dividend equivalents paid on unearned awards
üConduct regular compensation risk assessmentsXNo single trigger cash or equity payments upon a change of control
üSeek advice from an independent compensation consultant
üRegularly engage with our stockholders and hold an annual say-on-pay vote
Fiscal Year Strategic Achievements: Annual Incentive Highlights
While the industry has continued to face challenges, highlighted below are fiscal year 2019 accomplishments.
Sustain Target Zero Safety Culture
Achieved safety improvement with Total Recordable Incident Rate (“TRIR”) down year over year in Oil and Gas. Nigeria and Trinidad ended the year Target Zero, with Zero Air Accidents and Zero Injury Events
Target Zero refresh framework is complete with rollout completed in July 2019, following a pause during the CEO transition
The global safety reporting system (BeSAFE) was updated greatly improving reporting access and management workflow
Safety action plans as an output of the Organization Safety Effectiveness Survey (the “OSES”) were completed at all air operator’s certificates. Actions were geographically specific and include the introduction of Fatigue Management Systems, IOSH training increasing frontline hazard and risk analysis and activity, and workplace improvements through facilities and/or equipment needs identified
Train and Develop our People
Maintenance Process and Practice Monitoring (MPPM) Phase I Observation was implemented across global hub structures in the Americas and Europe, Africa, Middle East and Asia (“EAMEA”)
Rollout of succession planning structure and tools completed globally with development plans in place. Key appointments were made from within the structure given the on-the-job and key development areas achieved (example: CEO, CFO, CAO, VP Commercial)
Commercial Strategy and Operational Excellence
Operating revenues of $1.3 billion with adjusted direct cost (excludes rent and special items) of $888.4 million or 67.9% and achieved adjusted EBITDA of $96.9 million
Multiple-year contract wins and renewals with a total contract value over $750 million
Adjusted G&A resulting in 11.6% of operating revenue
Improve Balance Sheet and Return on Capital
We cancelled an aircraft order above our fiscal year 2019 target resulting in $17.5 million of capex savings
We reduced fiscal year 2019 rent to $192.3 million from $208.7 million in fiscal year 2018 through successful lease reductions
Achieved approximately $13.8 million of aircraft sales for the year

Value Added Acquisition, Diversification and/or Divestiture
Successfully closed the sales of Eastern Airways on May 10, 2019 and of our 48.5% ownership interest of Aviashelf in June 11, 2019, with the frontend work completed in fiscal year 2019
Execute on Bristow Transformation
Developed a maintenance KPI dashboard enabling us to identify and deliver on process improvements covering AC availability, dispatch reliability, manhour efficiency and supply chain stock model and component reliability
What Guides Our Program
Our Compensation Philosophy
The foundation of our compensation philosophy has been to ensure that our executive compensation program is designed to align with the Company’s business strategy and is supported by three pillars: stockholder alignment, market competitiveness, and pay-for-performance. These pillars are reinforced by the following objectives:
Stockholder AlignmentMarket CompetitivenessPay-for Performance
Ÿ  Align the interests of executives to those of our stockholders through performance-based compensation
Ÿ  Reduce stockholder dilution from equity-awards at lower stock prices
Ÿ  Encourage significant management ownership and retention of our common stock
Ÿ  Attract, retain, and motivate a senior management team capable of executing on our strategy
Ÿ  Set target total direct compensation at competitive levels
Ÿ  Be competitive with the compensation programs of companies with which we compete for talent

Ÿ  Link significant portions of compensation to Company and individual performance, driven by financial results and other critical, measurable goals (e.g., safety and operational performance)
Ÿ  Reward the appropriate balance of short-term (annual) and long-term financial and strategic business results
The Principal Elements of Pay
Our compensation philosophy is supported by the following principal elements of pay:
ElementHow It Is PaidPurpose
Base Salary
Cash
(Fixed)
Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain highly-skilled executive talent
Annual Incentives
Cash
(Variable)
Reward executives for achieving quantitative and qualitative financial, safety and operation goals
Long-Term Incentives
Equity & Cash
(Variable)
Provide incentives for executives to execute on longer-term financial and strategic goals that drive stockholder value creation and support the Company’s leadership retention needs

Pay Mix
Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value. For the NEOs, the mix of compensation elements is heavily weighted toward variable, performance-based elements. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole. The charts below show the target direct compensation of our former CEO and other NEOs for fiscal year 2019. These charts illustrate that the majority of pay is variable (84% for our CEO and an average of 71% for our other NEOs).
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The Decision-Making Process
The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent, non-employee members of our Board. The Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which is listed under “Committee Charters for Key Committees” on our website at http://www.bristowgroup.combristowgroup.com/governance.
The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs. The Committee has established an annual process for reviewing and establishing executive compensation levels. Annual base salaries are typically reviewed and adjusted, if appropriate, in June of each year. Annual incentive plan performance goals are approved in May or June of each year. Determination of achievement of these goals, approval of bonuses under the annual incentive plan based on performance for the prior year and granting of long-term incentive awards normally takes place in June after the Company files its fiscal year-end financial statements. Occasionally, long-term incentive awards are granted at other times of the year when appropriate for new employees or as special recognition of performance or as retention awards.
When making decisions about the compensation of the NEOs, the Compensation Committee considers information from a variety of sources. The Compensation Committee also regularly assesses our incentive plan measures in light of current business context, relevance to stockholders, and alignment with market practices. The Compensation Committee analyzes both individual elements and total compensation for each of the NEOs. While actual compensation reflects final performance results, the Company’s goal is for total target compensation, as well as each element of total target compensation, to be at or around the median target compensation for executives with similar positions at our Peer Group Companies (described in further detail below). The Compensation Committee also incorporates flexibility into its compensation programs and into the assessment process to respond to changing business needs, and to take into consideration performance relative to our STRIVE strategy.
In setting incentive program performance goals, the Compensation Committee considers a number of factors, including the general economic and industry climate, and the approved business plan including projected revenues and expenditures for the year. Based on these factors, a range of performance scenarios is developed. Goals are then set at the threshold, target, and maximum performance levels.

The Role of Management. For fiscal year 2019, each of Messrs. Baliff and Miller, and Ms. Wersebe, supported the Compensation Committee in performing its role with respect to administering our compensation program. The Compensation Committee considers performance evaluations of the CEO conducted by the Chairman of the Compensation Committee, and the CEO conducts performance evaluations of our other executive officers and makes recommendations to the Compensation Committee regarding all aspects of their compensation. The CEO, with input from the entire senior management team and the Compensation Committee’s compensation consultants, makes recommendations to the Compensation Committee as to performance measures and levels to be used for annual incentive compensation. Effective February 28, 2019, Mr. Miller and Ms. Wersebe act pursuant to delegated authority to fulfill various administrative functions of the Compensation Committee, such as coordinating the hiring process with respect to executives, providing updates to the Compensation Committee, and overseeing the documentation of equity plans and awards as approved by the Compensation Committee. No executive officer has the authority to establish or modify executive officer compensation.
The Role of the Independent Compensation Consultant. Compensation consultants are engaged from time to time to provide recommendations on all aspects of executive compensation as directed by the Compensation Committee. The Compensation Committee may or may not adopt any of the recommendations of compensation consultants but utilizes their work as a check in arriving at its own judgment with respect to what it deems to be appropriate. Compensation consultants have direct access to Compensation Committee members and participate in Compensation Committee meetings, including executive sessions, as requested by the Compensation Committee Chairman. They may also provide compensation data and advice to management with the knowledge and consent of the Compensation Committee.
Pearl Meyer & Partners, LLC (“Pearl Meyer”) has served as the compensation consultant for the Compensation Committee since September 2013. In order not to impair Pearl Meyer’s independence or to create the appearance of a conflict of interest, Pearl Meyer is required by the Compensation Committee to seek and receive its prior approval for any project requested by the Company that was anticipated to result in $20,000 or more in cost to the Company. In July 2018, after review and consultation with Pearl Meyer, the Compensation Committee determined that Pearl Meyer is independent, and the work of Pearl Meyer for the Compensation Committee did not raise any conflicts of interest. The Committee continues to monitor the independence of its compensation consultant on a periodic basis.
In addition to Pearl Meyer, the Company engaged Alvarez & Marsal in March 2019 to serve as the Company’s restructuring advisor and provide expertise in the area of compensation plans in a distress situation. Because Alvarez & Marsal had been engaged by the Company, the Compensation Committee did not engage Alvarez & Marsal as an independent compensation consultant, was aware of its engagement as advisor to the Company and did not consider Alvarez & Marsal independent.
Compensation Benchmarking. We are always competing for the best talent with our direct industry peers and with the broader market. Consequently, our Compensation Committee (with the assistance of its independent compensation advisers) regularly reviews the market data, pay practices and ranges of specific peer companies to ensure that we continue to offer relevant and competitive executive pay packages each year. Our Compensation Committee generally targets the 50th percentile for our executive pay packages, subject to adjustments based on individual experience, expertise and performance. The following table sets forth each of the data points that our Compensation Committee uses in analyzing the competitiveness of our executive pay packages. In combination, these data points help to define our “competitive market” for executive compensation.
Survey and Proxy Peer Group DataDescription
Oilfield Services and Air Transport Industry Peers (our “Proxy Peer Group”)Represents a select group of comparable companies within the oilfield services and air transport industries, the majority of whom have global operations, are based in or have a significant presence in Houston, Texas, and are of a comparative size (from a global revenue perspective) to the Company. This group provides a direct comparison to NEOs at companies with which we compete for talent.
Oilfield Services Industry SurveyMultiple surveys reflecting compensation among oilfield services companies with revenues comparable to Bristow. These surveys provide industry-specific reference- points from a broader sample of companies and positions than those included in our Proxy Peer Group.
General Industry SurveyRepresents companies with revenues similar to Bristow across all industries to provide additional perspective on the broader market within which we compete for talent.
As of July 17, 2019, our Proxy Peer Group referenced in the table above included each of the 21 companies listed below in decreasing order of global revenues for the most recently ended fiscal year for each such company.


Proxy Peer Group
Company
Revenue
(in millions)
Company
Revenue
(in millions)
McDermott International, Inc.$6,705
Diamond Offshore Drilling, Inc.$1,060
SkyWest Inc.$3,222
Noble Corporation plc$1,036
Transocean Ltd.$3,018
Newpark Resources, Inc.$947
Kirby Corporation$2,971
Air Transport Services Group, Inc.$892
Atlas Air Worldwide Holdings, Inc.$2,678
SEACOR Holdings Inc.$836
Superior Energy Services, Inc.$2,130
Rowan Companies plc$825
Oceaneering International, Inc.$1,909
Helix Energy Solutions Group, Inc.$740
Ensco Rowan plc$1,705
Core Laboratories N.V.$701
Allegiant Travel Company$1,642
PHI, Inc.$674
Oil States International, Inc.$1,088
Era Group Inc.$222
Forum Energy Technologies, Inc.$1,064
  
  Bristow Fiscal Year 2019 Global Revenues$1,370
  Proxy Peer Group Median$1,064
The Performance Peer Group. For purposes of measuring the Company’s total shareholder return (“TSR”), which is used to measure performance in our long-term incentive program, the Compensation Committee uses the Simmons Group. We do not necessarily compete for executive talent with each of the companies within the Simmons Group. However, given the Company’s exposure to the energy industry, business model in terms of growth, margin and asset intensity as well as its financial policies, the Compensation Committee believes that the Simmons Group provides the best independently-selected group of public companies from the offshore transportation services industry against which to measure TSR performance. As of July 17, 2019, the following six companies were included in the Simmons Group:
The Simmons Group (2019 Performance Peer Group)
Bourbon S.A.Kirby CorporationSolstad Offshore ASA
ERA Group Inc.Seacor Holdings Inc.Tidewater Inc.
Executive Compensation Program in Detail: Fiscal Year 2019 Program Design and Decisions
Base Salary
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. Salary adjustments, when made, are typically reviewed and approved in June of each year. In making base salary decisions, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Compensation Committee also considers factors such as relevant market data, overall Company performance, individual performance and contributions, length of service in the current role and internal pay equity within the Company. For fiscal year 2019, the Compensation Committee approved changes to NEO salaries that reflected both market movement and changes in internal position scope and responsibility:
NEOFiscal Year 2018 Base Salary as of March 31, 2018Fiscal Year 2019 Base Salary as of March 31, 2019Actual Fiscal Year 2019 Salary
L. Don Miller(1)
$425,000
$700,000
447,408
Brian J. Allman(2)
$300,000
$400,000
311,477
Alan Corbett(3)
$283,800
$378,090
362,375
Robert Phillips(4)
$310,000
$390,000
374,616
Mary Wersebe(5)

$365,000
342,513
Jonathan E. Baliff$700,000
$721,000
686,467
Timothy J. Knapp(5)

$386,250
205,820
(1)
Mr. Miller’s base salary was increased to $700,000, effective February 28, 2019 upon his promotion from Senior Vice President and Chief Financial Officer to President and Chief Executive Officer.
(2)
Mr. Allman’s base salary was increased to $400,000 effective February 28, 2019 upon his promotion from Chief Accounting

Officer to Senior Vice President and Chief Financial Officer.
(3)
Mr. Corbett was promoted to Senior Vice President, EAMEA effective June 1, 2018 at which time his base salary was increased in connection with his promotion from £220,000 to £293,093. Exchange rate used for the conversion was £1= $1.29 USD.
(4)
Mr. Phillips was promoted to Senior Vice President, Americas effective June 1, 2018, at which time his base salary was increased in connection with his promotion from $ 310,000 to $ 390,000.
(5)
Ms. Wersebe and Mr. Knapp were not NEOs prior to fiscal year 2019 and, therefore, their base salary is not disclosed as of March 31, 2018.
Salary increases for our NEOs in fiscal year 2019 were higher than in a typical year. Increases for Messrs. Miller and Allman reflect promotions. Market adjustments for Messrs. Corbett and Phillips and Ms. Wersebe were part of a multi-year progression reflecting growth into existing roles and intended to bring incumbents closer to the market median for those roles.
Annual Incentives
The fiscal year 2019 annual incentive plan provided our NEOs the opportunity to earn a performance-based annual cash bonus. Actual bonus payouts depend on the achievement of pre-established performance objectives and can range from 0% to 250% of target award amounts. Target annual award opportunities for the NEOs are approved by the Committee and are intended to be competitive in the market in which the Company competes for talent and reflect the level of responsibility of the role. For fiscal year 2019, target award amounts, which are stated as a percentage of base salary, were as follows:
 Target Award Opportunity (as % of base salary)
NEOApril 1, 2018March 31, 2019
L. Don Miller(1)
75%110%
Brian J. Allman(2)
50%75%
Alan Corbett65%65%
Robert Phillips65%65%
Mary Wersebe(3)
N/A50%
Jonathan E. Baliff110%N/A
Timothy J. Knapp(3)
N/AN/A
(1)
Mr. Miller’s target award opportunity as of April 1, 2018 reflects his role as Senior Vice President and Chief Financial Officer. His target award opportunity as of March 31, 2019 reflects his appointment as President and Chief Executive Officer, effective as of the close of business on February 28, 2019.
(2)
Mr. Allman’s target award opportunity as of April 1, 2018 reflects his role as Chief Accounting Officer. His target award opportunity as of March 31, 2019 reflects his appointment as Senior Vice President and Chief Financial Officer, effective as of the close of business on February 28, 2019.
(3)
Ms. Wersebe and Mr. Knapp were not NEOs prior to fiscal year 2019 and, therefore, their target award opportunity is not disclosed as of April 1, 2018.

Performance Measures, Weightings and Goals. Our incentive plans pay out to participants based on pre-determined levels of performance against market-based metrics established by our Board. The performance measures are both quantitative and qualitative and are designed to focus our executives on critical short-term financial targets, safety performance and strategic initiatives that will reposition the Company for future success and drive the long-term stockholder value creation our investors expect. For fiscal year 2019, the performance measures used to determine annual incentive awards were centered around three major categories:
Ÿ
Safety performance, which has a direct impact on our ability to operate in the most efficient manner possible. We measure Total Recordable Incident Rate (TRIR) and Air Accident Rate (AAR), holding executives financially accountable for ensuring we abide by and practice exceptional safety at every level in our organization.
goalsgraph.jpg
Ÿ
Return on Invested Capital (ROIC), which is easily understood by our executives and strongly supported by our stockholders. ROIC reinforces the importance of returns on capital by focusing executives on profit and loss efficiency and capital productivity.
Ÿ
STRIVE goals, which use a mix of pre-determined financial metrics (i.e., revenue, EBITDA, operating cash flow, liquidity, G&A) and strategic objectives while remaining true to our core values.
The tables below summarize the threshold, target, and maximum performance levels and the actual results for each performance measure for fiscal year 2019.
Safety: 25%
 MeasureDefinitionWeightThresholdTargetMaximumActualWeighted % of Target Earned
airaccidents.jpg
“Class A”An aircraft accident that results in a fatal injury, multiple serious injuries, or a hull loss50%00010%
“Class B”An aircraft accident that results in a single serious injury, multiple minor injuries or a manufacturer (OEM) repair
2
(No more than Class B)
000
“Class C”An aircraft accident that results in a single minor injury or requires a major repair100
injuries.jpg
Improvement in TRIR
Number of recordable injuries per 200,000 hours worked (1)
50%0.320.240.180.540%
TOTAL 100%    0%
(1)
Any fatality or permanent total disability (PTD) injury eliminates this portion of the annual incentive award.

ROIC: 25%
 MeasureDefinitionThresholdTargetMaximumActual% of Target Earned
financial.jpg
ROIC
EBIT less taxes and earnings from unconsolidated affiliates ÷ Invested Capital (2)
(2.0)(1.0)(0)(1.1)94%
(2)
EBIT is earnings before interest and taxes. Invested Capital is defined as total assets, less cash, cash equivalents, investments in unconsolidated affiliates and non-interest-bearing liabilities.
STRIVE Goals: 50%
STRIVE goal achievement is scored on a qualitative basis relative to pre-established goals, taking into account both quantity and quality of achievement. A raw score may range from 0 to 200, with 100 reflecting “target” or “acceptable” performance.
MeasureWeightResults
strategic.jpg
Sustain Target Zero Safety Culture15%
Nigeria and Trinidad ended the year Target Zero (“TZ”).
TZ refresh complete, although rollout was postponed to coincide with CEO succession.
The global safety reporting system (BeSAFE) was updated in fiscal year 2019 greatly improving reporting access and management workflow; this was a three-year project completed in eight months.
Action plans completed at all air operator’s certificates.
Fatal air accident in the Gulf of Mexico in Q4.
strategic.jpg
Training and Development10%
MPPM Phase I observation implemented across Hub structures.
Development plans completed with partial implementation given business challenges.
Key appointments have been made from within the structure.
Training modules developed, pending implementation with business challenges.

 MeasureWeight Results  
financial.jpg
Renew Commercial Strategy and Operational Excellence20% 
Operating revenues of $1.3 billion aided in part by contract wins with a total contract value over $750 million.
Achieved adjusted EBITDA of approximately $96.9 million excluding FX impact.
Fiscal year 2019 adjusted general and administrative expenses of $151.6 million (excluding special items such as CEO search, severance, transaction cost)
Operating cash flow was$(63.7) million excluding adverse impact of special items of $45.7 million.
Adjusted direct costs of $888.4 million or 67.9% of revenue.
  
financial.jpg
Improve Balance Sheet and Return on Capital20% 
Ending liquidity was approximately $184.7 million.
Rejected aircraft delivery resulting in $17.5 million Capex savings.
Approximately $13.8 million aircraft sales.
Reduced fiscal year 2019 rent to $192.3 million through successful lease reduction negotiations.
  
strategic.jpg
Value Added Acquisitions and Divestitures20% Eastern and Aviashelf sale process completed in May and June 2019, respectively.  
strategic.jpg
Execute on Bristow Transformation15% 
Twelve of 23 labor agreements have been signed and we had success in mitigating industrial action in several locations.
Developed a maintenance KPI dashboard enabling us to identify and deliver on process improvements covering aircraft availability, dispatch reliability, manhour efficiency and supply chain stock model and component reliability.
  
TOTAL100% 60.6%  

Total percent of target earned reflects a weighted average for each component:
ComponentWeight
Times Percent of Target Earned
Equals Weighted Percent Earned
Safety25%0%0%
ROIC25%94.0%23.5%
STRIVE(1)
50%60.6%30.0%
TOTAL100% 53.5%
(1)
STRIVE performance achieved was 30.3% rounded down to 30.0%.
Annual Incentive Payouts. The table below shows incentives paid to the NEOs under “About Us”the annual incentive plan. Based on the above results, the total incentive award pool approved by the Committee for fiscal year 2019 was 53.5%. In addition, the plan also gives the Compensation Committee discretion to consider individual performance and “Vision, Mission, Values”to adjust awards accordingly. Awards to the NEOs for 2019 were determined by formula based on Company performance relative to performance goals.
NEO
Prorated Target Incentive Opportunity(1)
Actual Cumulative Performance ScoresActual FY2019 Award Payout
L. Don Miller(1)
$356,354
53.5%$190,649
Brian J. Allman(1)
$166,625
53.5%$89,144
Alan Corbett$228,401
53.5%$122,195
Robert Phillips$237,038
53.5%$126,816
Mary Wersebe$173,726
53.5%$92,943
Jonathan E. Baliff(2)
$723,568
100%$723,568
Timothy J. Knapp(3)
$125,187
100%$125,187
(1)
Target opportunity has been prorated to reflect changes in salary and target opportunity during fiscal 2019.
(2)
Mr. Baliff’s target payout on his prorated opportunity is consistent with the terms of the Retirement and Consulting Agreement.
(3)
Mr. Knapp’s target payout on his prorated opportunity is consistent with the Company’s severance policy.

Long-Term Incentives
Long-term incentives are intended to provide executives with a continuing stake in the long-term success of the Company and to align their interests with those of stockholders. Long-term incentives are also used to attract, retain and motivate executives responsible for the Company’s long-term success. The long-term incentive awards have a three-year performance period and consist of three components as summarized in the following table:
Element & WeightingPurposeHow It Works
Performance Cash

50% of Total
Holds executives accountable for driving TSR performance in excess of that produced by our Performance Peers and improving average adjusted diluted EPS.50%: Based on the Company’s TSR compared to companies in the Simmons Group over a three-year performance period.
Payout can range from 0% to 200% of target
If the Company’s TSR over the three-year performance period is negative, payout is capped at target.
If the Company’s TSR over the three-year performance period is at least 20%, payout will not be less than target.
50%: Based on the Company’s improved average adjusted diluted EPS over the three-year performance period.
Payout can range from 0% to 300% of target.
Stock Options

25% of Total
Holds executives accountable for driving growth in stock price that extends well beyond the vesting periodExercise price is equal to the closing stock price on the grant date.
Vests one-third per year and expires 10 years after the grant date.
Value, if any, realized by executive depends on time of exercise and stock price at that time compared to exercise price.
Restricted Stock Units

25% of Total
Facilitates development of a meaningful long-term ownership stake and supports the Company’s leadership retention needsValue of award is directly aligned with stock price.
Cliff vest three years from date of grant.
Fiscal Year Long-Term Incentive Awards. On June 5, 2018, the Compensation Committee authorized the following annual grant of long-term incentive awards to each of the NEOs for fiscal year 2019:
NEO
Performance Cash(1)
Stock Options(2)
RSUs(3)
L. Don Miller$656,625
48,969
26,933
Brian J. Allman$169,950
12,674
6,971
Alan Corbett$425,000
31,695
17,432
Robert Phillips$425,000
31,695
17,432
Mary Wersebe$227,500
16,966
9,331
Jonathan E. Baliff$1,750,000
130,509
71,780
Timothy J. Knapp$463,500
34,566
19,011
(1)
Target values based on date of grant.    
(2)
Award amounts were calculated based on Black-Scholes values.
(3)
Award amounts for RSUs were determined based on the closing price of our common stock on the date of grant on June 5, 2018.

A Closer Look at Performance Cash: Results for FY2017 Grant. Actual performance cash payouts for the awards granted in June 2017 depend 100% on the achievement of relative TSR performance against the Performance Peer Group at the end of the three-year performance period (April 1, 2016-March 31, 2019). Payouts can range between 0% and 200% based on the Company’s actual TSR Percentile Rank as shown in the table below (payout is interpolated for rankings between the 25th and 75th percentile).
TSR Percentile RankPerformance Cash Payout (as a % of Target)
75th or higher200%
50th100%
25th50%
Below 25th0%
Our TSR for long-term performance cash awards for fiscal year 2017 covering the performance period from April 1, 2016 through March 31, 2019 was (94.13)%, ranking eighth out of the 11 companies that were included in the Simmons Index at the start of the fiscal year 2017 performance period and reflecting 30th percentile performance. As a result, the Compensation Committee approved a performance cash payout of 60.44% of target as per the interpolated formula
Special One-Time Cash Awards
In recognition of additional responsibilities assigned to Mr. Miller in connection with his appointment to Chief Executive Officer and to Mr. Allman in connection with his appointment to Chief Financial Officer, Messrs. Miller and Allman were each granted one-time long-term cash incentive award opportunities ($431,250 in the case of Mr. Miller and $90,025 in the case of Mr. Allman, each a “Cash Award”) vesting in three equal installments, subject to such officer’s continued employment through the applicable vesting dates. The value of these awards was based on the difference between the LTIP target opportunity at their prior position and the LTIP target opportunity of their new position pro-rated from the date of appointment in their new roles through the next annual grant date (three months). The first installment of each Cash Award was authorized to be paid in April 2019.

CEO Pay-At-A-Glance for Fiscal Years 2017, 2018 and 2019
In determining compensation for the Company’s former Chief Executive Officer, Mr. Baliff, in each year presented, the Compensation Committee considered the current state of the market and the Company’s business, as well as a wide range of performance indicators, including: business and personal objectives achieved; contributions to major corporate results; development and leadership efforts affecting personnel; team building; demonstration of core values; client relations; operational execution and safety; and corporate total stockholder return performance compared to peers. The Compensation Committee also considered how our former CEO’s vision and leadership positioned the Company for consistent, sustainable long-term growth and profitability.
The chart below compares target compensation for Mr. Baliff for each of fiscal year 2017, 2018 and 2019 with his realized compensation for the applicable fiscal year. While the Compensation Committee’s consultant advised that Mr. Baliff’s target compensation was below the peer group median, the Compensation Committee did not make any change to Mr. Baliff’s target compensation during fiscal years 2017 and 2018, in part as a reflection of challenges we have faced in our business and in part due to company-wide cost cutting measures. After three years of salary freeze, Mr. Baliff received a 3% salary increase in fiscal year 2019 and his STIP opportunity was increased from 100% to 110% target to better align with market, although his target equity based long-term incentive plan (“LTIP”) multiple was decreased. Over the same period, Mr. Baliff’s realized compensation was consistently well below his target opportunity.
ceotargetvsrealizedpaybyyear.jpg
(1)
Mr. Miller’s realized compensation was calculated based on eleven months as CFO and one month as CEO during fiscal year 2019.

Element of PayTarget Pay DefinitionRealized Pay Definition
Base SalaryActual Salary PaidSame
Annual Cash IncentiveTarget OpportunityActual Cash Incentive Award Paid
Stock OptionsTarget Date Value as reportedValue realized from option exercises during the year
Restricted Stock UnitsGrant Date Value as reportedValue of shares vesting during the year
Performance CashTarget Cash PayoutActual Cash Payout made for performance through the end of the year
Mr. Miller, who served as Senior Vice President and Chief Financial Officer of the Company, was appointed to succeed Mr. Baliff as President and Chief Executive Officer of the Company effective as of the close of business on February 28, 2019. We have included Mr. Miller’s target compensation as CEO in the chart above for comparison, while his realized compensation for the year reflects a blend of his compensation as CFO and as CEO. Mr. Miller continues to participate in the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees, and as CEO his severance multiple increased from one-time base salary plus prorated annual incentive target bonus to two times base salary plus prorated annual incentive target bonus; provided that the disbursement of severance pay and related benefits during the pendency of the Chapter 11 Cases would be subject to, among other things, approval by the Bankruptcy Court and the restrictions regarding severance payments imposed by section 503(c) of the Bankruptcy Code.
FY2020 Performance Incentive Plan and Retention Award Agreements
As noted above, the Company has historically maintained an equity-based long-term incentive plan (“LTIP”) and a cash-based annual incentive plan (“STIP”); however, there are insufficient shares available for awards under the Company’s 2007 Long Term Incentive Plan for the Company to continue its equity-based LTIP. After reviewing the Company’s existing LTIP and STIP, market data and historical compensation, the Compensation Committee, pursuant to the advice and assistance of the Company’s and Compensation Committee’s compensation consultants and advisors, determined that it was appropriate to update the existing LTIP and STIP. As a result of this review process, in order to maintain the Company’s ability to attract, retain and incentivize employees necessary to maximize the value of the business, the Compensation Committee elected to make certain changes to the Company’s incentive plans for fiscal year 2020 for executives and non-executives. The Compensation Committee elected to combine and modify the Company’s existing LTIP and STIP, including (i) changing the payment schedule from annual to quarterly installments in order to incentivize consistent quarterly and annual performance and retention, and (ii) implementing cash retention awards for certain employees, including the NEOs listed below. The total cost for the fiscal year 2020 incentive plan and retention awards is commensurate with the targeted value of the fiscal year 2019 LTIP and STIP, but the fiscal year 2020 incentive plan and retention awards replace equity-based awards with cash, providing better alignment with the Company’s need to attract, retain and motivate employees and reflecting the Company’s above-mentioned inability to continue granting equity-based awards under the Company’s 2007 Long Term Incentive Plan.
On May 1, 2019, the Company adopted the Fiscal Year 2020 Performance Incentive Plan (the “Incentive Plan”) in which certain employees of the Company, including each NEO listed below, are eligible to participate. The Incentive Plan provides for the potential payment of quarterly cash awards to participants beginning after the second quarter of the Company’s fiscal year 2020 based on the attainment of quarterly or cumulative year-to-date performance goals (for a maximum of three quarterly payments). Performance goals (the “Performance Goals”) include (i) safety measures, (ii) adjusted EBITDA targets and (iii) accomplishments related to strategic financial alternatives. Each Performance Goal is intended to align the incentives of the participants with the objectives of the Company, including the Company’s top-to-bottom commitment to safety. The Incentive Plan is subject to approval by the Bankruptcy Court. On June 3, 2019, the Debtors filed with the Bankruptcy Court a motion seeking authority to implement the Incentive Plan which was approved by Bankruptcy Court on August 21, 2019.

An opportunity to earn a quarterly target award amount (the “Target Award”) payable each quarter based on attainment of the target level of the Performance Goals is specified for each participant in the Incentive Plan. Attainment of a threshold level of the Performance Goals is required before any payments are made to the participant. Attainment of Performance Goals at the threshold level results in 50% of the Target Award level becoming payable, and attainment of Performance Goals at the maximum level results in 200% of the Target Award level becoming payable, with the payout based on attainment of Performance Goals between threshold and target levels or between target and maximum levels being determined by linear interpolation. The Target Award in the Incentive Plan for each NEO is listed below:
NEOTarget Award
L. Don Miller$941,667
Brian J. Allman$250,000
Robert Phillips$237,833
Alan Corbett$237,833
Mary Wersebe$92,500
In addition to the adoption of the Incentive Plan, the Company entered into a retention award letter agreement, effective as of May 1, 2019 (each, a “Retention Agreement”), with nine (9) employees, including with each NEO listed below. The retention payments were made on May 3, 2019.
Under the terms of each Retention Agreement, in the event a recipient of a retention payment voluntarily terminates his or her employment, or the Company terminates such recipient’s employment for Cause (as defined in each Retention Agreement), in either case before May 3, 2020 (the “Retention Date”), then such recipient will be required to repay to the Company, within 30 days following such termination, an amount equal to the retention payment reduced by taxes the Company actually withholds therefrom. A recipient will not be required to repay the retention payment in the event of termination of employment due to death or disability or by the Company without Cause prior to the Retention Date.
The aggregate value of the retention payments awarded to each NEO under a Retention Agreement is set forth in the table below:
NEORetention Award
L. Don Miller$945,000
Brian J. Allman$400,000
Robert Phillips$390,000
Alan Corbett$390,000
Mary Wersebe$365,000
Other Compensation Practices, Policies & Guidelines
Stock Ownership Guidelines and Ongoing Holding Requirements for Officers
Our Board has adopted stock ownership guidelines for officers at the Vice President level or higher that are included in our Corporate Governance Guidelines, which are posted on our website, www.bristowgroup.com, under the “Governance” caption. Officers are expected to hold or have held Company stock, including unvested restricted stock or unvested restricted stock units, with a value equal to a multiple of their base salary as follows:
Officer Share Ownership Guidelines
Officer LevelMultiple of Salary
CEO5.00x
Senior Vice President2.00x
Vice President1.25x
Officers are expected to reach this level of holdings on or prior to the five-year anniversary of the date they first became an officer at the Vice President level or higher. In the event an officer is promoted to a position with a higher stock holding requirement (including from Vice President to Senior Vice President or from Senior Vice President to CEO), such officer must comply with the increased stock ownership requirements for such new position within five years from the effective date of such promotion. Compliance with the stock ownership guidelines by the officers is reviewed each year by the Compensation Committee of our

Board as they consider each officer’s compensation for the following year. As of March 31, 2019, none of the Company’s officers was out of compliance with the stock ownership guidelines. The Company does not have specific equity or other security ownership requirements or guidelines for employees other than officers.
Once an officer has satisfied the applicable holding requirement set forth above, such officer may only sell shares of the Company if, immediately after such sale, the market value of the officer’s remaining stock, including unvested restricted stock and restricted stock units, will be at least equal in value to the applicable holding requirement at such time.
Clawback Policies
If an employee is determined by the Compensation Committee to have violated our Code, that we amendemployee may lose a portion, or waiveall of their annual incentive compensation as determined by the Compensation Committee on a case by case basis. In addition, consistent with evolving best practices, the Compensation Committee recommended, and our Board adopted in May 2017 an express financial restatement clawback provision within the Company’s Corporate Governance Guidelines that applies to each of our executive officers. The new financial restatement clawback policy provides the Compensation Committee with the discretion to recoup annual and long-term incentive compensation paid to our executive officers in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of either the provisionsmaterial noncompliance of the CodeCompany with any applicable financial reporting requirement under the U.S. federal securities laws or the fraud, theft, misappropriation, embezzlement or intentional misconduct by one of Business Integrity with respectour executive officers.
Hedging and Pledging Policies
Pursuant to our seniorCorporate Governance Guidelines, directors and executive officers we intendare specifically prohibited from holding any Company stock in a margin account or engaging in any transaction that would have the effect of hedging the economic risk of ownership of their Company stock. Furthermore, directors and executive officers may not pledge Company stock as collateral for a loan or for any other purpose without the prior express written consent of the General Counsel of the Company. Finally, any pledging of or trading in Company stock by directors and executive officers is subject to disclose the amendment or waiver on our website or, alternatively, through the filing of a Form 8-K.
Item 11.Executive Compensation
The information called for by this item will be containedadditional restrictions set forth in our definitive proxy statementInsider Trading and Confidential Information Policy.
Deferred Compensation
Under the terms of the Company’s non-qualified deferred compensation plan for senior executives (the “Deferred Compensation Plan”) participants, including some NEOs, can elect to defer a portion of their compensation for distribution at a later date. Additionally, the Company contributes to the Deferred Compensation Plan an amount equal to the difference between the percentage matching contribution made by the Company to the applicable employee’s 401(k) Plan Account up to 10% to 20% of salary and bonus.
Our Board amended the Deferred Compensation Plan effective as of December 31, 2018 to eliminate future mandatory annual Company contributions, other than those Company contributions allocated in calendar year 2018 and already accrued and required to be distributedmade, which were settled in connectioncalendar year 2019.
Other Benefits and Perquisites
Executive officers are eligible to participate, with other employees, in various employee benefit plans, including paid time off, medical, dental and disability insurance plans and a 401(k) plan. The Compensation Committee exercises no discretion over this participation.
Certain employees, including executive officers, may also be provided with certain perquisites as part of their compensation, such as Company-paid supplemental life or private health insurance policies. Perquisites such as these are a relatively low-cost part of compensation to be used in attracting and retaining qualified employees and executives but do not represent a material part of our fiscal year 2018 annual meetingexecutive compensation program. We do not provide other perquisites, such as club dues reimbursements and car allowances.
For additional information regarding perquisites, see “Director and Executive Officer Compensation — Summary Compensation Table.”
Employment and Change of stockholdersControl Agreements
We have entered into employment or change of control benefits agreements with certain of our NEOs. Pursuant to these agreements, the applicable NEO is entitled to severance and/or change of control payments and other benefits in certain situations. See “Potential Payments upon Termination or Change-in-Control” under the caption “Director and Executive Officer Compensation” below for a detailed description of the amounts payable and exceptmethod of calculation. Due to the commencement of the Chapter 11 Cases, the disbursement of severance pay and related benefits during the pendency of the Chapter 11 Cases for NEOs is subject to, among

other things, approval by the Bankruptcy Court and the restrictions regarding severance payments imposed by section 503(c) of the Bankruptcy Code.
The Compensation Committee believes that the severance benefits offered to the executive officers pursuant to the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees amended June 12, 2017 and the Bristow Group Inc. Management Severance Benefits Plan for Non-U.S. Employees amended June 12, 2017 (together, the “Severance Policy”) are reasonable given their positions and the services they render for the Company. The Compensation Committee selected higher multiples for terminations associated with a change-in-control to provide additional reasonable protections and benefits to the executive officers to align their interests with those of stockholders in transactions where their future employment may be at risk. Our prior severance policy (the “2014 Severance Policy”) permitted certain “single-trigger” benefits upon a change-in-control, paid a multiple of the participant’s target annual bonus upon terminations not in connection with a change-in-control, and resulted in full vesting of unvested equity and cash incentive awards upon termination. As amended effective June 12, 2017, change-in-control termination payments under the Severance Policy are now based on a “double trigger” requiring both the completion of a change-in-control transaction as specifiedwell as an involuntary termination without “Cause” as defined in the Severance Policy to ensure such amounts will not be paid when employment continues or the individual elects to resign voluntarily. The Compensation Committee believes that providing these multiples for change-in-control terminations for up to a two-year period after a change in control (as defined below) occurs will provide for the executive officers’ commitment to the Company or its potential acquirer through a change-in-control event, resulting in a continuity of leadership and preserving the stockholders’ interests before and after a transaction.
No officer of the Company has any right to receive any tax gross-up payment for golden parachute excise tax liability.
Any management incentive eligible employee whose employment is terminated without cause may be eligible to receive certain severance payments and benefits pursuant to the terms of the Severance Policy. The Severance Policy divides employees of the Company into five tiers with varying terms and benefits, including severance payments, bonus payments, vesting of awards under the LTIP, payments following a change in control of our Company, provision of COBRA insurance coverage and payments for outplacement services, subject to a release of any claims against the Company and its affiliates by the employee. The Severance Policy, as amended on June 12, 2017, reduces the cash severance payment to exclude from severance paid not in connection with a change-in-control any multiples of the participant’s target bonus and provides for forfeiture of the participant’s unvested equity and cash incentive awards granted on or after June 12, 2017.
Upon a termination without cause that is not in connection with a change in control of our Company, the Severance Policy provides our NEOs with a prorated target annual bonus and cash severance equal to one times or two times the NEO’s base salary, accelerated vesting and payment of outstanding equity and cash incentive awards under the LTIP made prior to June 12, 2017, a cash amount equal to COBRA premiums for 18 months and outplacement services for 12 months.
If a NEO is terminated in connection with a change in control of our Company or within two years after such a change in control, the Severance Policy provides for the same payments and benefits described in the foregoing sentence except that the cash severance is incorporated into this documentequal to three times the sum of such NEO’s base salary and the highest annual bonus paid to such NEO during the past three years. For outstanding equity and cash incentive awards under the LTIP made on or after June 12, 2017, the Severance Policy defers to the terms of such awards which, pursuant to the redesign of our executive compensation program, are subject to a double trigger and will vest upon the earlier of the termination date of such NEO or the originally scheduled vesting date for such awards.
The Severance Policy is intended to harmonize bonus and equity for all employees of the Company and to improve clarity for such employees with respect to their severance benefits.
Risk Management
The Compensation Committee carefully considers the relationship between risk and our overall compensation policies, programs and practices for executive officers and other employees. The Compensation Committee continually monitors the Company’s general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the Company. One way in which the Compensation Committee discourages the Company’s executive officers and other employees from excessive risk-taking to achieve financial goals is by reference. Informationrequiring that participants uphold and certify their compliance with the Company’s legal and ethical standards as described in our Code and the policies that support our Code. Any violation of our Code may result in the Compensation Committee clawing back prior awards made to applicable plan members, including our executive officers. Additionally, in the event of an accident that results in a fatality, all plan members, including all executive officers, will not receive any compensation for the safety portion of their respective annual incentive awards. Finally, in the event of (i) any Class “A” accident, (ii) two or more Class “B” accidents or (iii) more than two of any combination of Class “B” accidents and Class “C” accidents, all plan members, including all executive officers, will not receive the air safety portion

of their respective annual incentive awards. The Compensation Committee has determined that the Company’s compensation plans and policies do not encourage excessive risk-taking.
Accounting and Tax Issues
The Compensation Committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the NEOs. However, under the Tax Cuts and Jobs Act of 2017, the exemption for qualifying performance-based compensation was repealed for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers (on or after January 1, 2018) in excess of $1 million may not be deductible unless it qualifies for certain transition relief. While the Company will monitor guidance and developments in this area, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the Compensation Committee may pay or provide, and has paid or provided, compensation that is not tax deductible or is otherwise limited as to tax deductibility.
Compensation Committee Report on Executive Compensation
The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Lori A. Gobillot, Chair
Gaurdie E. Banister, Jr.
Ian A. Godden


Summary Compensation Table
The following table provides information about the compensation of each of our NEOs:
Name & Principal PositionFiscal Year
Salary
($)
Bonus
($)
Stock Awards
($)(2)
Option Awards
($)(2)
Non-Equity Incentive Plan Compensation
($)(3)
Change in Pension Value & Nonqualified Deferred Compensation Earnings
($)(4)
All Other Compensation
($)(5)
Total
($)
L. Don Miller,
President and Chief Executive Officer
(1)
2019$447,408
$125,000
$984,938
$328,582
$190,649
$
$169,519
$2,246,096
2018$425,006
$125,000
$395,796
$390,759
$604,875
$
$109,067
$2,050,503
2017$425,006
$
$778,595
$179,382
$143,045
$
$76,003
$1,602,031
Brian Allman, Sr. VP and Chief Financial Officer2019$311,477
$62,500
$254,926
$85,043
$89,144
$
$23,083
$826,173
2018$300,019
$62,500
$90,624
$89,468
$238,000
$
$29,446
$810,057
2017$300,019
$
$198,065
$45,632
$48,616
$
$23,455
$615,787
Alan Corbett, Sr. VP, Europe, Africa, Middle East, Asia (EAMEA)(6)
2019$362,375
$61,077
$637,496
$212,673
$122,195
$
$48,090
$1,443,906
2018$295,618
$62,500
$79,165
$78,154
$272,498
$
$39,533
$827,468
Robert Phillips, Sr. VP, Americas(7)
2019$374,616
$62,500
$637,496
$212,673
$126,816
$
$77,988
$1,492,089
2018$304,233
$62,500
$89,569
$88,432
$322,483
$
$51,172
$918,389
Mary Wersebe, VP, Human Resources(8)
2019$342,513
$62,500
$341,245
$113,842
$92,943
$
$19,599
$972,642
Jonathan E. Baliff, former President and Chief Executive Officer(9)
2019$686,467
$
$874,998
$875,715
$
$
$3,581,718
$6,018,898
2018$700,003
$
$785,624
$775,625
$700,000
$
$168,377
$3,129,629
2017$700,003
$
$1,795,164
$413,590
$
$
$154,877
$3,063,634
Timothy J. Knapp, former Sr. VP, General Counsel and Corporate Secretary(10)
2019$205,820
$
$231,744
$231,938
$
$
$546,305
$1,215,807
(1)
Mr. Miller, who previously served as Senior Vice President and Chief Financial Officer of the Company, was appointed to succeed Mr. Baliff as President and Chief Executive Officer of the Company, effective as of the close of business on February 28, 2019.
(2)
The amount shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Following the filing of the Chapter 11 Cases, no shares have been issued pursuant to the vesting of outstanding restricted stock units. Further, in connection with the Chapter 11 Cases, all outstanding equity awards will be cancelled as of the Effective Date and the executive will not recognize any value in connection with such cancellation.
Grants of performance cash awards received in fiscal years 2017, 2018 and 2019 cliff vest at the end of three years if certain performance goals are met. We have included the grant date fair value of these TSR-based performance cash awards in the Stock Awards column since these awards are within scope of FASB ASC 718; the portion of performance cash awards that relate to EPS performance are reported in the Non-Equity Incentive Plan Compensation column when earned. For awards of options (including awards that subsequently have been transferred), the amount shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information, see Note 10 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report. These amounts do not correspond to the actual value that will be recognized by the executive. In the case of Mr. Baliff, his unvested stock options and unvested restricted stock unit grants, in each case that were granted prior to June 12, 2017, fully vested on February 2019 pursuant to the terms of his Retirement and Consulting Agreement.
(3)
Annual cash performance awards approved by the Compensation Committee at its June meeting each year for fiscal years 2017, 2018 and 2019 under the annual incentive cash compensation plan for such years. As a result of thefiling of the Chapter 11 Cases, all outstanding performance cash awards were cancelled pursuant to their terms.
(4)
Our NEOs do not participate in any defined benefit or pension plan through the Company and did not receive any above-market or preferential earnings on nonqualified deferred compensation during fiscal years 2017, 2018 and 2019.

(5)
Includes for fiscal year 2019:
 Mr. MillerMr. AllmanMr. CorbettMr. PhillipsMs. WersebeMr. BaliffMr. Knapp
Company 401k Contribution$16,951
$16,688
$
$17,054
$12,681
$20,054
$8,683
Company Paid Life and Disability Insurance10,982
6,395
2,793
9,570
6,918
11,598
5,827
Company Deferred Compensation Plan Contribution139,086


51,364

265,924

U.K. Defined Contribution Scheme(a)


45,297




Bristow Uplift Matching Gifts Programs(b)
2,500






Severance(c)





3,284,142
531,795
Total$169,519
$23,083
$48,090
$77,988
$19,599
$3,581,718
$546,305
(a)
Mr. Corbett participates in a defined contribution scheme in which the Company made contributions in the amount of £35,114 during fiscal year 2019.
(b)
Our NEOs are eligible to participate in the Bristow Uplift Matching Gifts Program under which the Company will match up to $2,500 (or the non-U.S. currency equivalent) of contributions to non-profit organizations by each NEO per fiscal year.
(c)
Reflects payments made to Messrs. Baliff and Knapp as per the Company Severance Policy in effect at the time of their respective departures from the Company. The severance amounts include: Mr. Baliff, two years base salary $1,442,000, pro-rated target annual bonus $723,568, FY17 Target Performance cash $1,096,667, legal fees $18,285, and COBRA reimbursement $3,622. Mr. Knapp, one-year base salary $386,250, pro-rated target bonus $125,187, relocation $9,492, and COBRA reimbursement $10,866. Under the Bankruptcy Code, the Company is prohibited from honoring its obligations to and paying the claims of creditors that arose prior to our bankruptcy filing on May 11, 2019 without first obtaining authorization from the Bankruptcy Court or pursuant to a confirmed and effective Chapter 11 plan. Under Section 503(c) of the Bankruptcy Code, the Company is also prohibited from incurring or paying during the bankruptcy case any retention or severance benefits to current or former insiders, including NEOS, of the Company without first obtaining authorization from the bankruptcy court and meeting a heightened standard. To comply with the bankruptcy laws, we ceased making COBRA payments to Messrs. Baliff and Knapp as of May 11, 2019.
(6)
Mr. Corbett was not a NEO prior to fiscal year 2018 and, therefore, his compensation is not disclosed for fiscal year 2017.
(7)
Mr. Phillips was not a NEO prior to fiscal year 2018 and, therefore, his compensation is not disclosed for fiscal year 2017.
(8)
Ms. Wersebe was not a NEO prior to fiscal year 2019, and, therefore, her compensation is not disclosed for any prior fiscal years.
(9)
Mr. Baliff, who previously served as the President and Chief Executive Officer of the Company, stepped down from the position of President effective November 9, 2018, while continuing to serve as Chief Executive Officer. Under the Retirement and Consulting Agreement, Mr. Baliff ceased to serve as Chief Executive Officer of the Company and resigned from our Board effective February 28, 2019 but agreed to provide consulting services on behalf of the Company through June 30, 2019.
(10)
Mr. Knapp ceased to serve as an officer of the Company effective as of September 12, 2018 and departed the Company effective as of September 30, 2018 in connection with certain organizational changes.


Grants of Plan-Based Awards for Fiscal Year 2019
The following table sets forth information concerning grants of awards to each of our NEOs under the LTIP during fiscal year 2019:
  Estimated Future Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan Awards
Exercise or Base Price of Option Awards
($/Sh)
Grant Date Fair Value of Stock and Option Awards
($) (1)
NameGrant DateThreshold ($)
Target
($)
Maximum ($)Threshold (#)
Target
(#)
Maximum
(#)
Mr. Miller
June 5, 2018 (2)
328,313
656,625
1,641,563
 
 
June 5, 2018 (1)
26,933
 $328,313
 
June 5, 2018 (1)
48,969
$12.19
$328,582
 
June 5, 2018 (3)
$142,542
$356,354
$890,885
     
Mr. Allman
June 5, 2018 (2)
84,975
169,950
424,875
 
June 5, 2018 (1)
6,971
$84,976
 
June 5, 2018 (1)
12,674
$12.19
$85,043
 
June 5, 2018 (3)
$66,650
$166,625
$416,563
     
Mr. Corbett
June 5, 2018 (2)
212,500
425,000
1,062,500

 
June 5, 2018 (1)
17,432

$212,496
 
June 5, 2018 (1)
31,695
$12.19
$212,673
 
June 5, 2018 (3)
$91,361
$228,401
$571,003
     
Mr. Phillips
June 5, 2018 (2)



212,500
425,000
1,062,500

 
June 5, 2018 (1)




17,432


$212,496
 
June 5, 2018 (1)




31,695

$12.19
$212,673
 
June 5, 2018 (3)
$94,815
$237,038
$592,595
     
Ms. Wersebe
June 5, 2018 (2)



113,750
227,500
568,750

 
June 5, 2018 (1)




9,331


$113,745
 
June 5, 2018 (1)




16,966

$12.19
$113,842
 
June 5, 2018 (3)
$69,490
$173,726
$434,315
     
Mr. Baliff
June 5, 2018 (2)



875,000
1,750,000
4,375,000

 
June 5, 2018 (1)




71,780


$874,998
 
June 5, 2018 (1)




130,509

$12.19
$875,715
 
June 5, 2018 (3)
$281,623
$704,058
$1,760,145
     
Mr. Knapp
June 5, 2018 (2)



231,750
463,500
 
 
June 5, 2018 (1)




19,011


$231,745
 
June 5, 2018 (1)




34,566

$12.19
$231,938
 
June 5, 2018 (3)
$53,513
$133,783
$334,458
     
(1)
These amounts represent the grant date fair value of stock options and restricted stock units granted to each NEO during fiscal year 2019 as computed in accordance with FASB ASC Topic 718. Following the filing of the Chapter 11 Cases, no shares have been issued pursuant to the vesting of outstanding restricted stock units. Further, in connection with the Chapter 11 Cases, all outstanding equity awards will be cancelled as of the Effective Date and the executive will not recognize any value in connection with such cancellation.
(2)
Performance cash awards that vest at the end of three years depending on the Company’s performance as measured by TSR compared to the companies within the Simmons Group. As a result of the filing of the Chapter 11 Cases, all outstanding performance cash awards were cancelled pursuant to their terms.
(3)
Annual Incentive Compensation awards range for each NEO (other than Messrs. Baliff and Knapp) to be paid in cash based on key performance indicators for the fiscal year 2019. Messrs. Baliff and Knapp received annual cash performance awards for the fiscal year 2019 which became fully vested and earned at the target performance level and a prorated portion of target bonus in each case in accordance with the 2014 Severance Policy.


Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning unexercised stock options and unvested restricted stock of each of our NEOs. Following the filing of the Chapter 11 Cases, no shares have been issued pursuant to the vesting of outstanding restricted stock units. Further, in connection with the Chapter 11 Cases, all outstanding equity awards will be cancelled as of the Effective Date and the executive will not recognize any value in connection with such cancellation.
Option AwardsStock Awards 
Name
Number of Securities Underlying Unexercised Options (#) Exercisable(3)
Number of Securities Underlying Unexercised Options (#) UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 
Mr. Miller9,517


$43.79
06/08/21



$1,485,375
(2) 
 8,338


$43.38
05/25/22




 
 6,008


$62.65
06/06/23




 
 971


$64.29
06/10/23




 
 8,256


$74.37
06/04/24




 
 35,809


$58.17
06/04/25




 
 26,406


$39.91
08/14/25




 
 55,364
27,683

$16.21
06/07/26




 
 51,483
102,967

$7.03
06/12/27




 
 
48,969

$12.19
06/05/28


112,906
$125,325
 
Mr. Allman2,831


$43.38
05/25/22


 $359,700
(2) 
 3,420


$62.65
06/06/23




 
 6,747


$74.37
06/04/24




 
 9,847


$58.17
06/04/25




 
 14,084
7,042

$16.21
06/07/26




 
 11,787
23,576

$7.03
06/12/27




 
 
12,674

$12.19
06/05/28


27,410
$30,425
 
Mr. Corbett6,152


$58.17
06/04/25



$590,755
(2) 
 8,310
4,155

$16.21
06/07/26




 
 10,297
20,594

$7.03
06/12/27




 
 
31,695

$12.19
06/05/28


33,147
$36,793
 
Mr. Phillips685


$43.38
05/25/22



$612,550
(2) 
 971


$62.65
06/06/23




 
 4,300


$74.37
06/04/24




 
 6,075


$58.17
06/04/25




 
 12,164
6,082

$16.21
06/07/26




 
 11,651
23,302

$7.03
06/12/27




 
 
31,695

$12.19
06/05/28


36,692
$40,728
 
Ms. Wersebe1,719


$74.37
06/04/24



384,800
(2) 
 6,043

 $58.17
06/04/25




 
 7,856
3,929
 $16.21
06/07/26




 
 9,771
19,544
 $7.03
06/12/27




 
 
16,996
 $12.19
06/05/28


24,228
$26,893
 
Mr. Baliff(3)
5,986


$43.79
06/08/21



$
 
 11,775


$43.38
05/25/22




 
 21,799


$62.65
06/06/23




 
 60,374


$74.37
06/04/24




 
 110,410


$58.17
06/04/25




 
 191,477


$16.21
06/07/26




 
 102,190
102,191

$7.03
06/12/27




 
 
43,503

$12.19
06/05/28


98,429
$109,256
 
Mr. Knapp(4)









 

(1)
Options vest and become exercisable in three equal annual installments after the date of grant.
(2)
Performance cash awards vest in full three years from the date of grant. This amount represents the total of all outstanding unvested performance cash awards from fiscal year 2018 and fiscal year 2019 assuming a payout at the “target” level. Following March 31, 2019, performance cash awards from fiscal year 2017 for all NEOs, except for Messrs. Baliff and Knapp (who were not employed by the Company at the time that the award vested), vested at 60.44% of the target level in the following amounts based on the Company’s TSR over the three year period ended March 31, 2019: Mr. Miller - $287,479; Mr. Allman - $73,132; Mr. Corbett - $43,151; Mr. Phillips - $63,160; Ms. Wersebe - $40,797.
(3)
Pursuant to the terms of the Baliff Retirement and Consulting Agreement, Mr. Baliff’s performance cash award granted in June 2016 became fully vested and earned at the target performance level and was paid to Mr. Baliff on March 12, 2019. In consideration of Mr. Baliff’s agreement to extend the post-termination non-compete and employee non-solicitation provisions from one year to two years, the Company agreed that the following Company equity awards would remain outstanding and continue to vest, subject to Mr. Baliff’s compliance with the restrictive covenants and satisfaction of his obligations under the consulting arrangement described above: (a) options to purchase 43,503 shares of Company stock, scheduled to vest on June 5, 2019; (b) options to purchase 102,190 shares of Company stock, scheduled to vest on June 12, 2019; (c) 74,502 Company restricted stock units, scheduled to vest on June 12, 2020; and (d) 23,927 Company restricted stock units, scheduled to vest on June 5, 2021.
(4)
Pursuant to the terms of the Knapp Separation Agreement, Mr. Knapp’s unvested performance cash awards, unvested stock options, and unvested restricted stock units awarded in June 5, 2018 were cancelled on September 30, 2018.
Option Exercises and Stock Vested
The following table sets forth information concerning exercises of stock options and vesting of restricted stock units of each of our NEOs during fiscal year 2019:
 Option AwardsStock Awards
NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)Number of Shares Acquired on Vesting (#)Value Realized on Vesting ($)
Mr. Miller

6,796
$81,688
Mr. Allman

1,869
$22,465
Mr. Corbett

1,168
$14,039
Mr. Phillips

1,153
$13,859
Ms. Wersebe

1,147
$13,787
Mr. Baliff(1)


89,367
$332,594
Mr. Knapp



(1)
Pursuant to the terms of the Retirement and Consulting Agreement, all of Mr. Baliff’s (i) unvested stock options and unvested restricted stock unit grants, in each case that were granted prior to June 12, 2017, fully vested on February 28, 2019 and (ii) unvested stock options and unvested restricted stock units grants, in each case that were granted on or after June 12, 2017, would remain outstanding and continue to vest, subject to Mr. Baliff’s compliance with the restrictive covenants and satisfaction of his obligations under the consulting arrangement described above: (a) options to purchase 43,503 shares of Company stock, scheduled to vest on June 5, 2019; (b) options to purchase 102,190 shares of Company stock, scheduled to vest on June 12, 2019; (c) 74,502 Company restricted stock units, scheduled to vest on June 12, 2020; and (d) 23,927 Company restricted stock units, scheduled to vest on June 5, 2021.

Nonqualified Deferred Compensation
The following table sets forth information concerning deferred compensation for each of our NEOs during fiscal year 2019:
NameExecutive Contributions in Last Fiscal Year ($)
Registrant Contributions in Last Fiscal Year ($)(1)
Aggregate
Earnings in Last Fiscal Year ($)
Aggregate Withdrawals/ Distributions ($)
Aggregate Balance at
Last Fiscal Year End ($)
Mr. Miller$
$139,086
$11,217
$
$378,075
Mr. Allman$
$
$
$
$
Mr. Corbett$
$
$
$
$
Mr. Phillips$
$51,364
$11,038
$
$282,398
Ms. Wersebe$
$
$
$
$
Mr. Baliff$
$265,924
$99,942
$
$1,870,018
Mr. Knapp$
$
$967
$8,821
$
(1)
Registrant contributions in last fiscal year are included in all other compensation in the Summary Compensation Table.
Under the terms of the Company’s Deferred Compensation Plan for senior executives, participants can elect to defer a portion of their compensation for distribution at a later date. Additionally, the Company contributes an amount to the Deferred Compensation Plan account of participants equal to the difference between the percentage matching contribution made by the Company to the applicable participant’s 401(k) Plan Account and in the case of the Chief Executive Officer, up to 20% of salary and bonus, and in the case of each of our other NEOs, up to 15% of annual base salary and bonus. Deferred Compensation Plan holdings are invested in the same general funds available under the Company’s 401(k) Plan in accordance with the elections of the plan participant. Distributions upon retirement or termination of employment are made pursuant to the participant’s election subject to any applicable limitations of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). We have general contractual obligations to pay the deferred compensation upon the participant’s termination of employment for any reason, including but not limited to death, disability or retirement. Under the Amended Plan, the Company will maintain deferred compensation benefits for any participant that is a current employee on the Effective Date. For participants under the Deferred Compensation Plan that are not employees of the Company on the Effective Date, the Amended Plan provides for the cancellation of such participants’ rights and benefits to deferred compensation and such participants that filed a timely proof of claim for such benefits in the bankruptcy will have such rights as provided to General Unsecured Creditors under Class 12 of the Amended Plan to the extent such claims are Allowed (as defined in the Amended Plan) in the bankruptcy.
Potential Payments Upon Termination or Change in Control
Each of our actively serving NEOs is covered by our Severance Policy. Due to the commencement of the Chapter 11 Cases, the disbursement of severance pay and related benefits during the pendency of the Chapter 11 Cases for NEOs is subject to, among other things, approval by the Bankruptcy Court and the restrictions regarding severance payments imposed by section 503(c) of the Bankruptcy Code.
Our Severance Policy was amended effective June 12, 2017, as discussed in “Employment and Change of Control Agreements” above. If Messrs. Miller, Corbett, Phillips or Allman’s or Ms. Wersebe’s employment had been terminated by the Company without Cause during fiscal year 2019 without connection to a change in control of the Company, he or she would have been entitled to a prorated portion of his or her annual incentive target bonus for the fiscal year and a lump sum severance payment equal to a multiple of his annual base salary for the fiscal year. After the appointment of Mr. Miller as President and Chief Executive Officer on February 28, 2019 his multiple became two times his annual base salary.
The officer would have also been entitled to a cash amount equal to COBRA premiums for 18 months and outplacement services for twelve months. The definition of “Cause” included, among other things, the officer’s willful failure to substantially perform assigned duties, conviction of the officer of a crime involving moral turpitude or a felony, commission by the officer of malfeasance, fraud or dishonesty, or the officer’s material violation of our policies.
In the case of our actively serving officers, the amounts set forth below are amounts that they would have been paid if their employment had been terminated by the Company without Cause on March 31, 2019. In the case of Messrs. Baliff and Knapp, the amounts set forth below are the actual amounts that were paid to Messrs. Baliff and Knapp, respectively, in connection with their departures from the Company on February 28, 2019 and September 30, 2018, respectively.

 
Salary Multiple (1)
Target Bonus Multiple (2)
Vesting of Equity Awards (3)
Extended Health and other Benefits (4)
Total
Mr. Miller$1,400,000
$770,000
$508,580
$32,935
$2,711,515
Mr. Allman$400,000
$300,000
$129,378
$23,614
$852,992
Mr. Corbett$378,090
$245,758
$76,338
$1,089
$701,275
Mr. Phillips$390,000
$253,500
$111,736
$19,877
$775,113
Ms. Wersebe$365,000
$182,500
$72,174
$10,866
$630,540
Mr. Baliff$1,442,000
$793,100
$1,177,394
$32,597
$3,445,091
Mr. Knapp$386,250
$252,063
N/A
$32,597
$670,910
(1)
Except for Messrs. Baliff and Knapp, assumes the salary in effect on April 1, 2019.
(2)
Except for Messrs. Baliff and Knapp, assumes the target bonus percentage in effect on April 1, 2019. In addition to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.
(3)
Assumes that the triggering event took place on March 29, 2019, the last business day of fiscal year 2019, and a price per share of $1.11, the closing market price of our common stock as of March 29, 2019, the final trading day of fiscal year 2019. For Mr. Baliff, the amount shown is based on the closing market price as of February 28, 2019 of $1.18 per share, which was his departure date from the Company.
(4)
Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the largest amount the Company would be responsible for.
Additionally, if during fiscal year 2019 any of our actively serving NEOs’ (other thanMs. Wersebe) employment was terminated by the Company without Causewithin the two years following a change in control of our Company, he or she would have been entitled pursuant to our Severance Policy to a prorated portion of his or her annual incentive target bonus for the fiscal year, cash severance equal to three times the sum of the NEO’s base salary and the highest annual bonus paid to such NEO during the past three years, accelerated vesting and payment of equity and cash incentive awards under the LTIP, a cash amount equal to COBRA premiums for 18 months and outplacement services for twelve months. The definition of “Change in Control” included, subject to certain exceptions, (i) acquisition by any individual, entity or group of beneficial ownership of 35% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, (ii) a change in at least a majority of the Company’s Board, (iii) approval by the stockholders of the Company of a merger, unless immediately following such merger, substantially all of the holders of the Company’s securities immediately prior to merger beneficially own more than 50.1% of the common stock of the entity resulting from such merger, and (iv) the sale or other disposition of all or substantially all of the assets of the Company.
The amounts set forth below would have been payable if the listed NEO’s employment had been terminated pursuant to a change in control event on March 31, 2019.
 
Salary Multiple (1)
Highest Annual Bonus Multiple (2)
Vesting of Equity Awards (3)
Extended Health Benefits (4)
Tax Gross UpTotal
Mr. Miller$2,100,000
$2,584,625
$508,580
$32,935
N/A$5,226,140
Mr. Allman$1,200,000
$1,014,000
$129,378
$23,614
N/A$2,366,992
Mr. Corbett$1,134,270
$1,063,252
$76,338
$1,089
N/A$2,274,949
Mr. Phillips$1,170,000
$1,220,949
$111,736
$19,877
N/A$2,522,562
Ms. Wersebe(5)
N/A
N/A
N/A
N/A
N/AN/A
Mr. Baliff(6)
N/A
N/A
N/A
N/A
N/AN/A
Mr. Knapp(7)
N/A
N/A
N/A
N/A
N/AN/A
(1)
Salary multiple calculated using base salary as of April 1, 2019.
(2)
Each officer’s highest annual bonus multiple calculated using the highest annual bonus paid to such officer in the three years preceding April 1, 2019. In addition to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of employment occurs multiplied by a

fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.
(3)
Assumes that the triggering event took place on March 29, 2019, the last business day of fiscal year 2019, and a price per share of $1.11, the closing market price of our common stock as of March 29, 2019, the final trading day of fiscal year 2019.
(4)
Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the largest amount the Company would be responsible for.
(5)
The positions held by Ms. Wersebe did not entitle her to any change in control benefits under the Change in Control provisions in our Severance Policy.
(6)
Mr. Baliff was not employed by the Company on March 31, 2019.
(7)
Mr. Knapp was not employed by the Company on March 31, 2019.
Any benefits payable pursuant to the above triggering events are payable in a cash lump sum not later than six months following the termination date.
The employment and severance benefits agreements of the NEOs also contain certain non-competition, non-solicitation and confidentiality provisions. For additional information regarding these employment agreements, see “Director and Executive Officer Compensation - Employment and Severance Agreements.”
Pay Ratio Disclosure
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose in this proxy statement the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”).
Based on SEC rules for this Pay Ratio Disclosure and applying the methodology described below, the Company determined that our CEO’s total compensation for fiscal year 2019 was $2,246,096, and the total fiscal year 2019 compensation provided to the individual identified as the median employee of the Company and its consolidated subsidiaries was $93,107. Accordingly, the Company estimates the ratio of our CEO’s annual total compensation for fiscal year 2019 to the median annual total compensation of all other employees to be 24 to 1.
The applicable SEC rules require us to identify a “median employee” only once every three years, as long as there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Because there have been no changes in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure for 2019, we are using the same median employee for our 2019 pay ratio that we used for our 2018 pay ratio, although we have updated the calculation of the total compensation earned by that employee for 2019.
The Company identified our median employee as of March 29, 2018, without regard to the location or compensation arrangements of our employees, or whether such employees are full-time or part-time employees. We tabulated annual base salary, which is defined as the fixed portion of each employee’s compensation arrangements that is paid without regard to our financial or operational performance in a given fiscal year. We gathered the requisite information applying this compensation measure with respect to our employees using their annual base salary as of March 29, 2018. We annualized the compensation of all permanent employees who were hired in fiscal year 2018 but did not work for the Company for the entire fiscal year, but we did not annualize the compensation for any part-time or seasonal employee. We did not make any cost-of-living adjustments in identifying the median employee. We applied an exchange rate as of March 29, 2018 to convert all international currencies into U.S. dollars. We then identified the median employee using this methodology, which was consistently applied to all included employees on March 29, 2018.
Once the median employee was identified as described above, the total annual compensation for fiscal year 2019 for that employee was determined using the same rules that apply to reporting NEO compensation in the “Total” column of the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported for fiscal year 2019 in the “Total” column of the Summary Compensation Table included in this proxy statementstatement.
We believe the Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exclusions, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not deemedbe comparable to be “soliciting material”the pay ratio disclosure reported by other companies.

Director Compensation
The following table sets forth information concerning the compensation for fiscal year 2019 of each of our directors other than Messrs. Baliff and Miller, who are NEOs:
NameFees Earned or Paid in Cash ($)
Stock Awards ($) (1)
All Other Compensation (2)
 Total ($)
Thomas N. Amonett(2)
$92,417
$150,000
$76,928
 $319,345
Gaurdie E. Banister, Jr.$87,833
$150,000
$
 $237,833
Lori A. Gobillot$147,833
$97,500
$
 $245,333
Ian A. Godden$96,167
$150,000
$3,225
(3) 
$249,392
A. William Higgins$139,500
$97,500
$
 $237,000
Stephen A. King(4)(5)
$75,333
$150,000
$
 $225,333
Thomas C. Knudson$294,167
$97,500
$
 $391,667
Mathew Masters(5)(6)
$27,000
$97,500
$
 $124,500
Biggs C. Porter$103,667
$150,000
$
 $253,667
(1)
The amounts in this column represent the fair value of restricted stock unit awards computed in accordance with FASB ASC Topic 718. Depending on the outcome of the Chapter 11 Cases, the actual value that will be recognized by the director is expected to be significantly below the amount shown and could be an insignificant value. For additional information, see Note 10 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report. Each non-employee director is provided the opportunity each year to receive a restricted stock award equal in value to $150,000 at the time of grant and is required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash ($52,500) and the remaining 65% of such award ($97,500) in the form of restricted stock units or (ii) receive 100% of his or her award ($150,000) in the form of restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the date of grant. For fiscal year 2019, each of Ms. Gobillot and Messrs. Higgins and Knudson elected to receive 35% of the award ($52,500) in restricted cash and 65% of the award ($97,500) in restricted stock units whereas each of Messrs. Amonett, Banister, Godden, King and Porter elected to receive 100% of the award ($150,000) in restricted stock units.
(2)
In connection with his service as interim President of the Company from November 9, 2018 to February 28, 2019, Mr. Amonett received compensation of $76,928.
(3)
In connection with Mr. Godden’s service as chairman of the board of directors of Bristow Aviation Holdings Limited (“BAHL”) for the portion of fiscal year 2019 from March 13, 2019 to March 31, 2019, he received a prorated fee paid by BAHL in the amount of £2,500 converted to USD at £1=$1.29.
(4)
Mr. King elected not to stand for reelection to our Board and officially departed our Board on February 18, 2019.
(5)
Pursuant to agreements with Caledonia Investments plc, as employer, for the period from April 1, 2018 to July 31, 2018, Messrs. King and Masters assigned all compensation received from the Company, including restricted stock units awarded under the Company’s stock plans, to Caledonia, and Messrs. King and Masters disclaimed beneficial ownership of any such units or resulting shares. Mr. King no longer disclaimed beneficial ownership of restricted stock units awarded under the Company’s stock plans during the period from August 1, 2018 until his resignation effective February 18, 2019 and any resulting shares.
(6)
Mr. Masters elected not to stand for reelection to our Board and officially departed our Board on July 31, 2018.
The Compensation Committee reviews director compensation annually. Based on consultation with their independent compensation consultant and market data, the Compensation Committee recommends for approval by our Board the annual retainer, stock awards and other benefits for members of our Board. The Compensation Committee’s objective with respect to director compensation is to provide compensation incentives that attract and retain individuals of outstanding ability. Directors who are Company employees do not receive a retainer or “filed”fees for service on our Board or any committees. The Company pays non-employee members of our Board for their service as directors. For fiscal year 2019, directors who were not employees received:

Forms of Director CompensationAmount
Annual Chairman of the Board Fee from April 1, 2018 to July 31, 2018(1)
$225,000
Annual Chairman of the Board Fee from August 1, 2018 to March 31, 2019(2)
$250,000
Annual Director Fee from April 1, 2018 to July 31, 2018(3)
$81,000
Annual Director Fee from August 1, 2018 to March 31, 2019(4)
$90,000
Committee Chairmen Annual Fees:
Audit Committee$20,000
Compensation Committee$20,000
Corporate Governance and Nominating Committee$10,000
Restricted cash and equity compensation(5):
At the Annual Meeting of Stockholders held on July 31, 2018 each non-employee director was eligible to be granted a number of restricted stock unites with a value of $150,000 based on the closing price on the date of such Annual Meeting (the date of grant) and was required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash and the remaining 65% of such award in the form of restricted stock units or (ii) receive 100% of his or her award in the form of restricted stock units. Each such restricted cash and restricted stock unit award will vest six months from the date of grant.
(1)
This portion of the Annual Chairman of the Board Fee was paid on a prorated basis for the relevant portion of fiscal year 2019. For fiscal year 2019, the Chairman of our Board was only eligible to receive $150,000 in restricted cash and equity compensation together with the prorated amounts payable in cash for the Annual Chairman of the Board Fee and forewent any other annual director fee or committee chairman fee that would otherwise have applied.
(2)
This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2019. Effective July 31, 2018, our Board approved a 10% increase of the Annual Chairman of the Board Fee to $250,000.
(3)
This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2019.
(4)
This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2019. Effective July 31, 2018 our Board approved an increase of the Annual Director Fee to $90,000 . This increase does not affect the Committee Chairmen Annual Fees.
(5)
Each non-employee director is eligible to be granted a number of restricted stock units with a value of $150,000 based on the closing price on the date of the grant and is required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash and the remaining 65% of such award in the form of restricted stock units or (ii) receive 100% of his or her award in the form of restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the date of grant.
Our Board created a special working group consisting of Ms. Gobillot and Messrs. Banister, Higgins, Porter and Godden (the “Special Working Group”) to oversee the restructuring efforts of the Company and assist management and advisors with the SEC under its rules,Chapter 11 Cases. In consideration of the significant increase in workload and time commitment for the Special Working Group to provide the necessary support during our restructuring efforts, the Compensation Committee recommended, and our Board approved, that Ms. Gobillot and Mr. Banister each receive an additional $20,000 per month and Messrs. Godden, Higgins and Porter each receive an additional $10,000 per month, commencing on May 1, which would be in lieu of additional equity compensation. Our Board also approved that all independent directors receive an additional cash retainer in the amount of $31,250 per quarter, with the initial additional payment for the first quarter of fiscal year 2020 payable in full on May 1, 2019, and thereafter the additional cash retainer payable at the beginning of each fiscal quarter. These payments and the workload of our Board and the Special Working Group will be closely monitored and assessed and reviewed on a regular basis.
Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board or committees and for other reasonable expenses related to the performance of their duties as directors.
The Company’s current LTIP expressly limits the maximum aggregate amount of compensation and incentive awards that may be paid by the Company in any calendar year to any outside director to $1,125,000.
On or prior to the five-year anniversary of becoming a director on our Board, outside directors are expected to hold or have held Company stock, including unvested restricted stock or restricted stock units, with a value equal to at least four times the

annual cash retainer paid to outside directors at the Reporttime that the applicable director joined our Board. In the event the annual cash retainer is increased during a director’s tenure on our Board, such director has up to five years from the effective date of such increase to hold additional Company stock, including additional unvested restricted stock or restricted stock units, equal in value to at least four times the amount of the increase to the annual cash retainer paid to outside directors. As of July 17, 2019, none of the Company’s directors had failed to comply with the stock ownership guidelines.
Once a director on our Board has satisfied the holding requirement set forth above, such director may only sell shares of the Company if immediately after such sale, the market value of the director’s remaining Company stock, including unvested restricted stock or restricted stock units, will be at least equal in value to the applicable holding requirement amount based on the director’s annual cash retainer at such time. Compliance with the stock ownership guidelines by the outside directors is reviewed each year by the Corporate Governance and Nominating Committee of our Board as part of the director nomination and selection process.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee on Executive Compensation andduring the Reportfiscal year 2019 was an officer or employee of the AuditCompany or was formerly an officer of the Company. No member of the Compensation Committee is nothad any relationship requiring disclosure by the Company under any paragraph of Item 404 of Regulation S-K (Transaction with Related Persons, Promoters and shall not be deemed to be incorporated by reference into this report.Certain Control Persons).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by this itemHoldings of Principal Stockholders
Upon emergence from the Chapter 11 process under the Amended Plan, our common stock will be contained incancelled without any distribution to holders of our definitive proxy statementexisting equity interests. The following table shows certain information with respect to beneficial ownership of our common stock held by any person known by us to be distributed in connection withthe beneficial owner of more than five percent of any class of our fiscal year 2018 annual meetingvoting securities:
Name and Address of Beneficial Owner
Amount
Beneficially Owned
 
Percent of Class(1)
Mackenzie Financial Corporation6,561,746
(2) 
18.27%
180 Queen Street West
Toronto, Ontario M5V3K1
   
FMR LLC3,402,530
(3) 
9.47%
245 Summer Street
Boston, MA 02210
   
Dimensional Fund Advisors LP2,884,531
(4) 
8.03%
Building One
6300 Bee Cave Road
Austin, TX 78746
   
The Vanguard Group, Inc.2,363,915
(5) 
6.58%
100 Vanguard Blvd.
Malvern, PA 19355
   
The Vanguard Group, Inc.2,326,212
(6) 
6.48%
55 East 52nd Street
New York, NY 10055
   
(1)
Percentage of the 35,918,916 shares of common stock of the Company outstanding as of March 31, 2019.
(2)
According to a Schedule 13G/A filed on February 14, 2019 with the SEC, Mackenzie Financial Corporation has sole voting and dispositive power with respect to all of such shares.
(3)
According to a Schedule 13G filed on February 13, 2019 with the SEC, FMR LLC (“FMR”) has sole voting power with respect to 411,478 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G states that one or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. Includes shares beneficially owned by FIAM LLC and FMR Co., Inc. FMR Co., Inc. beneficially owns 5% or greater of the outstanding shares reported on the Schedule 13G. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Neither

FMR nor Abigail P. Johnson has the sole power to vote or direct the voting of stockholdersthe shares owned directly by the various investment companies registered under the caption “Securities Ownership”Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.
(4)
According to a Schedule 13G/A filed on February 8, 2019 with the SEC, Dimensional Fund Advisors LP (“DFA”) has sole voting power with respect to 2,732,013 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G/A states that DFA, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all of such shares of common stock reported above are owned by the Funds. Dimensional disclaims beneficial ownership of such shares. The Schedule 13G/A states that the Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts and that, to the knowledge of Dimensional, the interest of any such Fund does not exceed 5% of the class of securities.
(5)
According to a Schedule 13G filed on February 11, 2019 with the SEC, The Vanguard Group, Inc. (“Vanguard”) has sole voting power and shared dispositive power with respect to 29,362 of such shares and sole dispositive power with respect to 2,334,553 of such shares. The Schedule 13G states that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 29,362 shares or 0.08% of the outstanding shares of common stock of the Company as a result of its serving as investment manager of collective trust accounts and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of an unspecified percentage of the outstanding shares of common stock of the Company as a result of its serving as investment manager of Australian investment offerings.
(6)
According to a Schedule 13G/A filed on April 10, 2019 with the SEC, BlackRock, Inc. has sole voting power with respect to 2,179,812 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G/A states that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all such shares.

Holdings of Directors and is incorporated intoExecutive Officers
The table below shows how many shares (i) each of our directors, (ii) each of our Named Executive Officers included in the Summary Compensation Table under the heading “Director and Executive Officer Compensation-Summary Compensation Table” in this document by reference.Annual Report and (iii) all of our directors and executive officers as a group beneficially owned as of October 1, 2019. The Amended Plan contemplates that the Company’s existing equity holders would receive no recovery and that the common stock, including options, warrants, rights, restricted stock unit or other securities or agreements to acquire such common stock, would be cancelled.
Name(1)
Shares Directly and Indirectly Owned as of
October 1, 2019(2)
Options Exercisable on or prior to October 1, 2019(3)
Total Shares Beneficially Owned
Percent of Class(4)
Brian J. Allman5,091
48,716
53,807
*
Thomas N. Amonett45,372

45,372
*
Jonathan E. Baliff(4)(5)
89,702
440,184
529,886
1.5%
Gaurdie E. Banister, Jr.32,229

32,229
*
Alan Corbett607
24,759
25,366
*
Lori A. Gobillot31,582

31,582
*
Ian A. Godden(6)
70,244

70,244
*
A. William Higgins35,816

35,816
*
Timothy J. Knapp(7)



Thomas C. Knudson83,580

83,580
*
L. Don Miller19,340
202,152
221,492
*
Robert Phillips2,503
35,846
38,349
*
Biggs C. Porter39,571

39,571
*
Mary Wersebe1,221
25,389
26,610
*
All directors and executive officers as
of October 1, 2019 as a group (13 persons)
456,858
777,046
1,233,904
3.4%
*Less than 1%.
(1)
The business address of each director and executive officer is 3151 Briarpark Drive, Suite 700, Houston, Texas 77042.
(2)
Excludes unvested restricted stock over which the holders do not have voting or dispositive powers.
(3)
Certain of our executive officers hold options to purchase shares of our common stock that would have vested following the Petition Date. However, vesting was suspended due to the Chapter 11 Cases.
(4)
Percentages of our common stock outstanding as of July 17, 2019, adjusted for each Named Executive Officer, executive officer and director to include such Named Executive Officer’s, executive officer’s and director’s total shares beneficially owned as of such date.
(5)
Mr. Baliff, who previously served as the President and Chief Executive Officer of the Company, stepped down from the position of President effective November 9, 2018, while continuing to serve as Chief Executive Officer. Under the Retirement and Consulting Agreement, Mr. Baliff ceased to serve as Chief Executive Officer of the Company and resigned from our Board effective February 28, 2019. In accordance with the terms of the Retirement and Consulting Agreement, the Company agreed that certain of Mr. Baliff’s Company equity awards would remain outstanding and continue to vest, subject to Mr. Baliff’s compliance with the restrictive covenants and satisfaction of his obligations under the Retirement and Consulting Agreement. However, vesting was suspended due to the Chapter 11 Cases.
(6)
Includes 17,950 shares over which Mr. Godden shares investing and voting control with his wife.
(7)
Mr. Knapp, who previously served as the Senior Vice President, General Counsel and Corporate Secretary of the Company, ceased to serve as an officer of the Company effective as of September 12, 2018 and departed the Company effective as of September 30, 2018.

Equity Compensation Plan Information
The following table sets forth information about the Company’s common stock that may be issued under existing equity compensation plans as of March 31, 2019.
Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
(c)
Equity compensation plans approved by security holders3,217,723
$6.46
2,207,294
Equity compensation plans not approved by security holders


Total3,217,723
$6.46
2,207,294
(1)
The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance units and performance shares.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
On December 19, 1996, the Company acquired 49% of the common stock and other significant economic interest in Bristow Aviation Holding Limited (“Bristow Aviation”), which, through its subsidiaries, holds all the outstanding shares in Bristow Helicopters Limited (“Bristow Helicopters”), pursuant to a Master Agreement dated December 12, 1996, among the Company, Caledonia Industrial Services Limited (“CIS”), a predecessor in interest to Caledonia Investments plc (“Caledonia”), and certain other persons (the “Master Agreement”). Pursuant to the Master Agreement, Caledonia previously had the right to designate up to two nominees to our Board. Stephen A. King, who served as a director until February 2019, was an executive officer of Caledonia. In connection with such transaction, we and Caledonia also entered into a Put/Call Agreement whereunder, upon giving specified prior notice, we have the right to buy all the Bristow Aviation shares held by Caledonia, which, in turn, has the right to require us to purchase such shares. Under current English law, we would be required, in order for Bristow Aviation to retain its operating license, to find a qualified European Union (“E.U.”) investor to own any Bristow Aviation shares we have the right or obligation to acquire under the Put/Call Agreement. In addition, the Put/Call Agreement limits our ability to exercise the put/call option through a requirement to consult with the Civil Aviation Authority (the “CAA”) in the U.K. regarding the suitability of the new holder of the Bristow Aviation shares. The information requiredPut/Call Agreement does not contain any provisions should the CAA not approve the new E.U. investor. However, we would work diligently to find an E.U. investor suitable to the CAA. On April 29, 2019, Caledonia provided notice of its intent to exercise its right to require us or a qualified E.U. investor to purchase its Bristow Aviation shares for £920,000. As a result, such shares have been purchased by Item 13 appearsImpigra Aviation Holdings Limited, a qualified E.U. investor.
In connection with the Bristow Aviation transaction, we acquired £91.0 million (approximately $118.6 million) in Items 11principal amount of 13.5% subordinated unsecured loan stock (debt) of Bristow Aviation. Bristow Aviation had the right and 12elected to defer payment of interest on the loan stock. Any deferred interest also accrues interest at an annual rate of 13.5%. All of the loan stock was subsequently transferred to our wholly owned subsidiary, Bristow International Panama S. de RL. With our agreement, no interest payments have been made through March 31, 2019.
In March 2004, the Company prepaid a portion of the put/call option price to Caledonia, representing the amount of guaranteed return since inception, amounting to $11.4 million. In consideration of this, report.the stockholders of Bristow Aviation agreed to reduce the guaranteed return factor used in calculating the put/call option price, effective April 1, 2004, from 12% per annum to LIBOR plus 3% or 6%. In May 2004, the Company acquired eight million shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per share ($14.4 million in total). Bristow Aviation used these proceeds to redeem £8 million ($14.4 million) of its ordinary share capital at par value on a pro rata basis from all its outstanding stockholders, including the Company. The result of these changes was to reduce the cost of the guaranteed return to the other stockholders by $2.3 million on an annual basis.
Beginning in September 2004, the Company began paying to Caledonia the amount of guaranteed return on the put/call on a quarterly basis. In fiscal year 2019, the Company paid to Caledonia $0.1 million representing the amount due for the period from April 1, 2018 to March 31, 2019. During fiscal year 2019, we leased an average of 148 aircraft to subsidiaries of Bristow Aviation, and received total lease payments of approximately $ 240 million. The foregoing transactions with Bristow Aviation are eliminated

for financial reporting purposes in consolidation.
Review and Approval of Related Party Transactions
The Company has adopted a written policy governing transactions with related parties that applies to all transactions required to be disclosed as related party transactions under Item 404 of Regulation S-K. Under this policy, all such related person transactions are required to be approved or ratified by the Audit Committee. No member of the Audit Committee may review or approve any transaction or amendment if he is involved directly or indirectly in the transaction. Our Board may also decide that a majority of directors disinterested in the transaction will review and approve a particular transaction or amendment. When reviewing and approving a related person transaction, the Audit Committee, or other board committee as the case may be, will be required to fully inform itself about the related party’s relationship and interest regarding the material facts of the proposed transaction and determine that the transaction is fair to the Company.
Director Independence
Our Corporate Governance Guidelines require that a substantial majority of our Board consist of independent directors. In general, the Corporate Governance Guidelines require that an independent director must have no material relationship with the Company, directly or indirectly, except as a director. Although our common stock was delisted from the NYSE on May 13, 2019 as a result of our failure to satisfy the continued listing requirements of the NYSE and has been trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. since May 14, 2019, our Board currently continues to determine independence on the basis of the standards specified by the NYSE. In addition, our Board considers other facts and circumstances it deems relevant. Our Corporate Governance Guidelines also provide that a non-employee director who has served on our Board for ten consecutive calendar years or more shall be subject to an annual review by the Corporate Governance and Nominating Committee to consider such director’s continued levels of independence from management and contribution to our Board. Our Corporate Governance and Nominating Committee has subsequently reviewed the levels of independence from management and contributions to our Board for each of Messrs. Amonett and Knudson, who have 13 and 15 years of tenure on our Board, respectively, and concluded that such tenure in no way undermines either of their independence from management or otherwise detracts from their contributions to our Board. However, Mr. Amonett did not qualify as an independent director while he was serving as our interim President from November 2018 to February 2019.
Our Board has reviewed any business transactions and charitable relationships between the Company and each director to determine compliance with the categorical standards described above and to evaluate whether there are any other facts or circumstances that might impair the independence of a director.
Based on its review, our Board has determined that Ms. Gobillot and Messrs. Amonett, Banister, Godden, Higgins, Knudson and Porter are independent. Our Board has appointed only independent directors to our Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee in accordance with the independence requirements set forth in the SEC rules, NYSE listing standards and the charters of such committees.
Item 14. Principal Accounting Fees and Services
The information called for by this item will be contained in our definitive proxy statement to be distributed in connection with our fiscal year 2018 annual meeting of stockholders underKPMG LLP (“KPMG”), the caption “Approval and RatificationCompany’s independent auditor, conducted the examination of the Company’s Independent Auditors”financial statements for the fiscal year 2019. During the Company’s two most recent fiscal years, the Company did not consult KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events listed in the Items 304(a)(2)(i) and is incorporated into this document(ii) of Regulation S-K.
Accounting Fees and Services
Set forth below are the fees paid by reference.the Company to KPMG for the fiscal years indicated.
 20192018
Audit Fees$3,867,062
$3,485,978
Audit-Related Fees$
$
All Other Fees$104,290
$178,264
Tax Fees$779,050
$722,300
Description of Non-Audit Services
Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and

the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.
All Other Fees - All other fees were for advisory services related to compliance with regulatory reporting requirements.
Tax Fees - Tax fees were for tax compliance services and assistance with federal and provincial tax-related matters for certain international entities.
Audit Committee Pre-Approval Policies and Procedures
Our Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, our independent accounting firm. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by KPMG during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approval by the Audit Committee.
Our Audit Committee policy requires prior Audit Committee approval of all services performed by our independent accounting firm, regardless of the scope of such services. The Audit Committee has delegated this prior approval authority to its Chairman for all non-audit services undertaken in the ordinary course. Any services approved by the Audit Committee Chairman pursuant to this delegated authority must be reported to the full Audit Committee at its next regularly scheduled meeting.
Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table above were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) (1) Financial Statements —
 
 
 
 
 
 
 
(a) (2) Financial Statement Schedules
All schedules have been omitted because the information required is included in the financial statements or notes or have been omitted because they are not applicable or not required.
(a) (3) Exhibits
   Incorporated by Reference to
 Exhibits Registration
or File
Number
 Form or
Report
 Date Exhibit
Number
(3)Articles of Incorporation and By-law.        
  001-31617 10-Q August 2, 2007 3.1
  001-31617 8-K March 6, 2014 3.1
(4)Instruments defining the rights of security holders, including indentures.        
  0-5232 10-Q February 14, 1997 4.3
  001-31617 8-K June 17, 2008 4.1
  001-31617 8-K June 17, 2008 4.2
  001-31617 8-K October 1, 2012 10.4
  001-31617 8-K October 12, 2012 4.2
         
         
         
  001-31617 8-K December 18, 2017 4.2
  001-31617 8-K March 6, 2018 4.1
(10)
 0-5232 8-K January 3, 1997 2(1)

   Incorporated by Reference to
 Exhibits Registration
or File
Number
 Form or
Report
 Date Exhibit
Number
(2)Plan of acquisition, reorganization, arrangement, liquidation or succession 5-34191 13-D April 23, 1997 2
 001-3161710-KJune 8, 200410(18)
 001-31617 10-Q8-KNovember 9, 20182.1
001-316178-K February 9, 200612, 2019 10.210.1

   Incorporated by Reference to
 Exhibits Registration
or File
Number
 Form or
Report
 Date Exhibit
Number
  001-31617 8-K October 9, 2019 2.1
(3)Articles of Incorporation and By-law.        
  001-31617 10-Q August 2, 2007 3.1
  001-31617 8-K March 6, 2014 3.1
(4)Instruments defining the rights of security holders, including indentures.        
  0-5232 10-Q February 14, 1997 4.3
  001-31617 8-K June 17, 2008 4.1
  001-31617 8-K June 17, 2008 4.2
  001-31617 8-K October 1, 2012 10.4
  001-31617 8-K October 12, 2012 4.2
  001-31617 10-K May 23, 2018 4.6
  001-31617 10-K May 23, 2018 4.7
  001-31617 10-K May 23, 2018 4.8
  001-31617 8-K December 18, 2017 4.2
         
  001-31617 8-K March 6, 2018 4.1
  001-31617 8-K November 23, 2018 4.2
  001-31617 10-Q June 19, 2019 4.2
          
(10)
 0-5232 8-K January 3, 1997 2(1)
  5-34191 13-D April 23, 1997 2
  001-31617 10-K June 8, 2004 10(18)
  001-31617 10-Q February 9, 2006 10.2

Incorporated by Reference to
ExhibitsRegistration
or File
Number
Form or
Report
DateExhibit
Number
  001-31617 10-Q August 8, 2006 10.1

 001-31617 8-K May 25, 2007 10.4

 001-31617 DEF 14A June 21, 2013 A

 001-31617 8-K June 17, 2008 10.1

 001-31617 8-K August 8, 2008 10.1

 001-31617 10-Q November 5, 2008 10.2

 001-31617 10-Q August 6, 2009 10.1
  001-31617 8-K November 10, 2009 10.1

 001-31617 10-K May 21, 2010 10.69

 001-31617 8-K June 15, 2010 10.1

 001-31617 8-K September 16, 2010 10.1

 001-31617 8-K February 7, 2011 10.1
  001-31617 8-K August 5, 2011 10.1

001-3161710-QFebruary 2, 201110.2

 001-31617 8-K December 28, 2011May 25, 2012 10.1

 001-31617 8-K October 4, 2012 10.210.1

001-3161710-Q/AApril 8, 201310.1

001-3161710-K/ANovember 7, 201310.69
 001-3161710-QNovember 7, 201310.1
 001-31617 8-K May 2, 201310.1
001-316178-KMarch 17,June 10, 201410.1

001-316178-KApril 20, 2015 10.1
 001-3161710-KMay 20, 201510.70
001-3161710-KMay 20, 201510.71
 001-31617 8-K October 2,August 17, 2015 10.1
  001-31617 8-K November 5,August 17, 201510.2
001-316178-KJune 9, 201610.1
001-316178-KJune 9, 2016 10.2

   Incorporated by Reference to
 Exhibits Registration
or File
Number
 Form or
Report
 Date Exhibit
Number
 001-316178-KMay 25, 201610.1
001-316178-KSeptember 19, 201610.1

001-316178-KMay 25, 201210.1

001-316178-KOctober 4, 201210.1

001-3161710-Q/AApril 8, 201310.1

001-3161710-K/ANovember 7, 201310.69
001-3161710-QNovember 7, 201310.1
001-316178-KFebruary 4, 201410.2
001-316178-KJune 10, 201410.1
001-316178-KJune 10, 201410.2
001-316178-KJune 10, 201410.3
001-3161710-KMay 20, 201510.70
001-3161710-KMay 20, 201510.71
001-316178-KAugust 17, 201510.1
001-316178-KAugust 17, 201510.2
001-316178-KNovember 5, 201510.1
001-316178-KMay 25, 201610.2
001-316178-KSeptember 19, 201610.2
001-316178-KJune 9, 201610.1
001-316178-KJune 9, 201610.2
 001-31617 8-K June 9, 2016 10.3
 001-316178-KJune 9, 201610.4
001-316178-KJune 9, 201610.5
 001-31617 8-K June 9, 2016 10.6

Incorporated by Reference to
ExhibitsRegistration
or File
Number
Form or
Report
DateExhibit
Number
  001-31617 8-K July 15, 2016 10.1
 001-316178-KAugust 4, 201610.1
001-316178-KOctober 5, 201610.1
 001-31617 8-K November 14, 2016 10.1
  001-31617 8-K November 14, 2016 10.2
  001-31617 8-K February 2, 2017 10.1
  001-31617 8-K June 16, 2017 10.1
  001-31617 8-K June 16, 2017 10.2
  001-31617 8-K June 16, 2017 10.3
  001-31617 8-K June 16, 2017 10.4
  001-31617 8-K June 16, 2017 10.5
 001-316178-KJune 16, 201710.6
001-316178-KJune 16, 201710.7
 001-31617 8-K June 30, 2017 10.1
  001-31617 8-K July 6, 2017 10.1
  001-31617 8-K July 18, 2017 10.1
  001-31617 8-K July 18, 2017 10.1
  001-31617 8-K December 18, 2017 10.1
  001-31617 8-K December 18, 2017 10.2
  001-31617 8-K December 18, 2017 10.3
001-316178-KDecember 18, 201710.4

   Incorporated by Reference to
 Exhibits Registration
or File
Number
 Form or
Report
 Date Exhibit
Number
 001-316178-KDecember 18, 201710.4
 001-31617 8-K December 18, 2017 10.5
  001-31617 8-K December 18, 2017 10.6
  001-31617 8-K December 18, 2017 10.7
  001-31617 8-K December 18, 2017 10.8
  001-31617 8-K December 18, 2017 10.9
  001-31617 8-K December 18, 2017 10.10
  001-31617 8-K December 18, 2017 10.11
  001-31617 8-K December 18, 2017 10.12
  001-31617 8-K December 18, 2017 10.13
  001-31617 8-K December 18, 2017 10.14
  001-31617 8-K December 18, 2017 10.15
001-316178-KDecember 18, 201710.16

Incorporated by Reference to
ExhibitsRegistration
or File
Number
Form or
Report
DateExhibit
Number
001-316178-KApril 23, 201810.1
001-316178-KJune 8, 201810.1
001-316178-KJune 8, 201810.2
001-316178-KJune 8, 201810.3
001-316178-KJune 8, 201810.4
001-316178-KJune 8, 201810.5
001-3161710-QNovember 9, 201810.1
001-316178-KNovember 9, 201810.1
001-316178-KNovember 9, 201810.2
001-316178-KNovember 9, 201810.3
001-316178-KNovember 9, 201810.4
001-316178-KNovember 9, 201810.5
001-316178-KNovember 14, 201810.1
001-316178-KNovember 28, 201810.1
001-316178-KDecember 26, 201810.1
001-316178-KFebruary 12, 201910.2
001-316178-KFebruary 19, 201910.1
001-316178-KMarch 18, 201910.1
001-316178-KMarch 18, 201910.2
001-316178-KMay 13, 201910.1
001-316178-KMay 13, 201910.2

   Incorporated by Reference to
 Exhibits Registration
or File
Number
 Form or
Report
 Date Exhibit
Number
 001-316178-KDecember 18, 201710.16
 001-31617 8-K April 23, 2018May 13, 201910.3
001-316178-KJune 28, 201910.1
001-316178-KJune 28, 201910.2
001-316178-KJuly 26, 201910.1
001-316178-KJuly 26, 201910.2
001-316178-KAugust 28, 201910.1
001-316178-KAugust 28, 201910.2
001-316178-KOctober 2, 201910.1
001-316178-KOctober 2, 201910.2

Incorporated by Reference to
ExhibitsRegistration
or File
Number
Form or
Report
DateExhibit
Number
001-316178-KOctober 2, 201910.3
001-316178-KOctober 9, 2019 10.1
(21)†
(23)†
(24)†
(31.1)†
(31.2)†
(32.1)†
(32.2)†
(99.1)
(99.2)
(99.3)
(99.4)
(99.5)
(99.6)
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.LABXBRL Taxonomy Extension Labels Linkbase Document.
101. PREXBRL Taxonomy Extension Presentation Linkbase Document.
_______________
*Compensatory Plan or Arrangement
Furnished herewith
††Filed herewith
+Confidential information has been omitted from this exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24(b)-2.
Agreements with respect to certain of the registrant’s long-term debt are not filed as Exhibits hereto inasmuch as the debt authorized under any such Agreement does not exceed 10% of the registrant’s total assets. The registrant agrees to furnish a copy of each such Agreement to the SEC upon request.

Item 16. Form 10-K Summary
None.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Houston, State of Texas on the 2328rdth day of May, 2018.October, 2019.
    
                                                                                                             BRISTOW GROUP INC.
  
   By: /s/ L. Don MillerBrian J. Allman
   
L. Don MillerBrian J. Allman
Senior Vice President and
Chief Financial 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 listed capacities on the 2328rdth day of May, 2018.October, 2019.
  
/s/ Jonathan E. BaliffL. Don Miller  President, Chief Executive Officer
Jonathan E. BaliffL. Don Miller  and Director
  
/s/ L. Don MillerBrian J. Allman  Senior Vice President and
L. Don MillerBrian J. Allman  Chief Financial Officer
  
/s/ Brian J. AllmanVice President,
Brian J. AllmanChris Gillette  Chief Accounting Officer
Chris Gillette
  
*  Director
Thomas N. Amonett   
  
* Director
Gaurdie E. Banister, Jr.  
   
*  Director
Lori A. Gobillot   
  
*  Director
Ian A. Godden   
  
*  Director
A. William Higgins   
  
*  Director
Stephen A. King
*Chairman of the Board and Director
Thomas C. Knudson
*Director
Mathew Masters   
  
*  Director
Biggs C. Porter   
  
/s/ Timothy J. KnappVictoria Lazar   
* By: Timothy J. KnappVictoria Lazar (Attorney-in-Fact)   
                                                                                                                                                                

153230