SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

9 Months Ended

Dec. 31, 2016

Additional Financial Information Disclosure [Text Block]

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In connection with the issuance of the 6¼% Senior Notes and the 3% Convertible Senior Notes (which we repurchased during the nine months ended December 31, 2015), certain of our U.S. subsidiaries (the “Guarantor Subsidiaries”) fully, unconditionally, jointly and severally guaranteed the payment obligations under these notes. As part of the Eighth Amendment to our Amended and Restated Credit Agreement, Bristow Academy, Inc. became a Guarantor Subsidiary. Therefore, Bristow Academy, Inc. is presented as a Guarantor Subsidiary for the three and nine months ended December 31, 2016 and as of December 31, 2016 in the following supplemental condensed consolidating financial statements. 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 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.

Supplemental Condensed Consolidating Statement of Operations

Three Months Ended December 31, 2016



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Revenue:
Gross revenue	$	—		$	39,558		$	297,885		$	—		$	337,443
Intercompany revenue	—			29,799			—			(29,799		)	—
	—			69,357			297,885			(29,799		)	337,443
Operating expense:
Direct cost and reimbursable expense	703			45,794			226,052			—			272,549
Intercompany expenses	—			—			29,799			(29,799		)	—
Depreciation and amortization	2,233			10,942			16,593			—			29,768
General and administrative	13,897			5,841			25,671			—			45,409
	16,833			62,577			298,115			(29,799		)	347,726

Loss on impairment	—			—			(8,706		)	—			(8,706		)
Gain (loss) on disposal of assets	—			(361		)	(513		)	—			(874		)
Earnings from unconsolidated affiliates, net of losses	4,562			—			765			(4,561		)	766
Operating income (loss)	(12,271		)	6,419			(8,684		)	(4,561		)	(19,097		)
Interest expense, net	(11,525		)	(42		)	(612		)	—			(12,179		)
Other income (expense), net	497			1,666			(495		)	—			1,668

Income (loss) before (provision) benefit for income taxes	(23,299		)	8,043			(9,791		)	(4,561		)	(29,608		)
Allocation of consolidated income taxes	1,386			(1,138		)	3,312			—			3,560
Net income (loss)	(21,913		)	6,905			(6,479		)	(4,561		)	(26,048		)
Net (income) loss attributable to noncontrolling interests	(13		)	—			4,134			—			4,121
Net income (loss) attributable to Bristow Group	$	(21,926	)	$	6,905		$	(2,345	)	$	(4,561	)	$	(21,927	)

Supplemental Condensed Consolidating Statement of Operations

Nine Months Ended December 31, 2016



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Revenue:
Gross revenue	$	—		$	127,414		$	936,894		$	—		$	1,064,308
Intercompany revenue	—			78,413			—			(78,413		)	—
	—			205,827			936,894			(78,413		)	1,064,308
Operating expense:
Direct cost and reimbursable expense	72			142,270			727,270			—			869,612
Intercompany expenses	—			—			78,413			(78,413		)	—
Depreciation and amortization	6,549			38,728			47,777			—			93,054
General and administrative	51,643			18,921			78,714			—			149,278
	58,264			199,919			932,174			(78,413		)	1,111,944

Loss on impairment	—			(4,761		)	(11,517		)	—			(16,278		)
Gain (loss) on disposal of assets	—			(11,936		)	(1,141		)	—			(13,077		)
Earnings from unconsolidated affiliates, net of losses	(17,861		)	—			4,733			17,905			4,777
Operating income (loss)	(76,125		)	(10,789		)	(3,205		)	17,905			(72,214		)
Interest expense, net	(31,757		)	(1,070		)	(1,706		)	—			(34,533		)
Other income (expense), net	1,249			3,312			(6,079		)	—			(1,518		)
Loss before (provision) benefit for income taxes	(106,633		)	(8,547		)	(10,990		)	17,905			(108,265		)
Allocation of consolidated income taxes	14,178			(4,870		)	1,730			—			11,038
Net income (loss)	(92,455		)	(13,417		)	(9,260		)	17,905			(97,227		)
Net (income) loss attributable to noncontrolling interests	(40		)	—			4,771			—			4,731
Net income (loss) attributable to Bristow Group	$	(92,495	)	$	(13,417	)	$	(4,489	)	$	17,905		$	(92,496	)

Supplemental Condensed Consolidating Statement of Operations

Three Months Ended December 31, 2015



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Revenue:
Gross revenue	$	—		$	55,990		$	363,897		$	—		$	419,887
Intercompany revenue	—			23,560			—			(23,560		)	—
	—			79,550			363,897			(23,560		)	419,887
Operating expense:
Direct cost and reimbursable expense	1,146			44,053			266,316			—			311,515
Intercompany expenses	—			—			23,560			(23,560		)	—
Depreciation and amortization	1,852			15,621			14,847			—			32,320
General and administrative	22,175			5,960			31,378			—			59,513
	25,173			65,634			336,101			(23,560		)	403,348

Loss on disposal of assets	—			(100		)	(2,054		)	—			(2,154		)
Earnings from unconsolidated affiliates, net of losses	(753		)	—			7,649			796			7,692
Operating income (loss)	(25,926		)	13,816			33,391			796			22,077
Interest expense, net	30,442			(1,035		)	(38,943		)	—			(9,536		)
Other income (expense), net	230			252			168			—			650
Income (loss) before provision for income taxes	4,746			13,033			(5,384		)	796			13,191
Allocation of consolidated income taxes	(1,530		)	(309		)	(7,784		)	—			(9,623		)
Net income (loss)	3,216			12,724			(13,168		)	796			3,568
Net income attributable to noncontrolling interests	(14		)	—			(352		)	—			(366		)
Net income (loss) attributable to Bristow Group	$	3,202		$	12,724		$	(13,520	)	$	796		$	3,202

Supplemental Condensed Consolidating Statement of Operations

Nine Months Ended December 31, 2015



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Revenue:
Gross revenue	$	—		$	179,416		$	1,154,378		$	—		$	1,333,794
Intercompany revenue	—			70,295			—			(70,295		)	—
	—			249,711			1,154,378			(70,295		)	1,333,794
Operating expense:
Direct cost and reimbursable expense	229			149,010			853,381			—			1,002,620
Intercompany expenses	—			—			70,295			(70,295		)	—
Depreciation and amortization	5,136			47,736			53,981			—			106,853
General and administrative	62,490			18,752			93,060			—			174,302
	67,855			215,498			1,070,717			(70,295		)	1,283,775

Loss on impairment	—			(2,508		)	(25,205		)	—			(27,713		)
Loss on disposal of assets	—			(19,738		)	(4,118		)	—			(23,856		)
Earnings from unconsolidated affiliates, net of losses	(90,180		)	—			(1,415		)	90,223			(1,372		)
Operating income (loss)	(158,035		)	11,967			52,923			90,223			(2,922		)
Interest expense, net	88,893			(3,381		)	(109,896		)	—			(24,384		)
Other income (expense), net	185			336			(7,456		)	—			(6,935		)
Income (loss) before provision for income taxes	(68,957		)	8,922			(64,429		)	90,223			(34,241		)
Allocation of consolidated income taxes	21,812			(2,719		)	(28,593		)	—			(9,500		)
Net income (loss)	(47,145		)	6,203			(93,022		)	90,223			(43,741		)
Net income attributable to noncontrolling interests	(42		)	—			(3,404		)	—			(3,446		)
Net income (loss) attributable to Bristow Group	(47,187		)	6,203			(96,426		)	90,223			(47,187		)
Accretion of redeemable noncontrolling interests	—			—			(1,498		)	—			(1,498		)
Net income (loss) attributable to common stockholders	$	(47,187	)	$	6,203		$	(97,924	)	$	90,223		$	(48,685	)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended December 31, 2016



	Parent Company Only			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Net income (loss)	$	(21,913	)	$	6,905	$	(6,479	)	$	(4,561	)	$	(26,048	)
Other comprehensive loss:
Currency translation adjustments	—			—		(11,792		)	(7,104		)	(18,896		)
Total comprehensive income (loss)	(21,913		)	6,905		(18,271		)	(11,665		)	(44,944		)

Net (income) loss attributable to noncontrolling interests	(13		)	—		4,134			—			4,121
Currency translation adjustments attributable to noncontrolling interests	—			—		(687		)	—			(687		)
Total comprehensive (income) loss attributable to noncontrolling interests	(13		)	—		3,447			—			3,434
Total comprehensive income (loss) attributable to Bristow Group	$	(21,926	)	$	6,905	$	(14,824	)	$	(11,665	)	$	(41,510	)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended December 31, 2016



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Net income (loss)	$	(92,455	)	$	(13,417	)	$	(9,260	)	$	17,905		$	(97,227	)
Other comprehensive income (loss):
Currency translation adjustments	—			—			196,442			(227,912		)	(31,470		)
Total comprehensive income (loss)	(92,455		)	(13,417		)	187,182			(210,007		)	(128,697		)

Net (income) loss attributable to noncontrolling interests	(40		)	—			4,771			—			4,731
Currency translation adjustments attributable to noncontrolling interests	—			—			(5,652		)	—			(5,652		)
Total comprehensive income attributable to noncontrolling interests	(40		)	—			(881		)	—			(921		)
Total comprehensive income (loss) attributable to Bristow Group	$	(92,495	)	$	(13,417	)	$	186,301		$	(210,007	)	$	(129,618	)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended December 31, 2015



	Parent Company Only			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations		Consolidated

	(In thousands)
Net income (loss)	$	3,216		$	12,724	$	(13,168	)	$	796	$	3,568
Other comprehensive income (loss):
Currency translation adjustments	(31,902		)	—		23,556			4,707		(3,639		)
Total comprehensive income (loss)	(28,686		)	12,724		10,388			5,503		(71		)

Net income attributable to noncontrolling interests	(14		)	—		(352		)	—		(366		)
Currency translation adjustments attributable to noncontrolling interests	—			—		(605		)	—		(605		)
Total comprehensive income attributable to noncontrolling interests	(14		)	—		(957		)	—		(971		)
Total comprehensive income (loss) attributable to Bristow Group	(28,700		)	12,724		9,431			5,503		(1,042		)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended December 31, 2015



	Parent Company Only			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Net income (loss)	$	(47,145	)	$	6,203	$	(93,022	)	$	90,223		$	(43,741	)
Other comprehensive income (loss):
Currency translation adjustments	(38,773		)	—		63,859			(33,067		)	(7,981		)
Total comprehensive income (loss)	(85,918		)	6,203		(29,163		)	57,156			(51,722		)

Net income attributable to noncontrolling interests	(42		)	—		(3,404		)	—			(3,446		)
Currency translation adjustments attributable to noncontrolling interests	—			—		(34		)	—			(34		)
Total comprehensive income attributable to noncontrolling interests	(42		)	—		(3,438		)	—			(3,480		)
Total comprehensive income (loss) attributable to Bristow Group	(85,960		)	6,203		(32,601		)	57,156			(55,202		)
Accretion of redeemable noncontrolling interests	—			—		(1,498		)	—			(1,498		)
Total comprehensive income (loss) attributable to common stockholders	$	(85,960	)	$	6,203	$	(34,099	)	$	57,156		$	(56,700	)

Supplemental Condensed Consolidating Balance Sheet

As of December 31, 2016



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2,397		$	—		$	71,709		$	(2,947	)	$	71,159
Accounts receivable	570,910			642,332			420,565			(1,417,401		)	216,406
Inventories	—			35,261			89,097			—			124,358
Assets held for sale	—			33,780			3,855			—			37,635
Prepaid expenses and other current assets	2,565			(1,852		)	51,435			—			52,148
Total current assets	575,872			709,521			636,661			(1,420,348		)	501,706
Intercompany investment	2,524,982			104,435			124,801			(2,754,218		)	—
Investment in unconsolidated affiliates	—			—			206,797			—			206,797
Intercompany notes receivable	126,159			13,786			3,600			(143,545		)	—
Property and equipment—at cost:
Land and buildings	4,842			63,932			162,247			—			231,021
Aircraft and equipment	152,131			1,093,653			1,371,683			—			2,617,467
	156,973			1,157,585			1,533,930			—			2,848,488
Less: Accumulated depreciation and amortization	(29,157		)	(256,037		)	(300,627		)	—			(585,821		)
	127,816			901,548			1,233,303			—			2,262,667
Goodwill	—			—			18,793			—			18,793
Other assets	38,973			2,306			99,867			—			141,146
Total assets	$	3,393,802		$	1,731,596		$	2,323,822		$	(4,318,111	)	$	3,131,109

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	365,253		$	619,569		$	417,657		$	(1,322,577	)	$	79,902
Accrued liabilities	13,978			38,677			139,392			(16,654		)	175,393
Current deferred taxes	(1,332		)	(4,403		)	5,735			—			—
Short-term borrowings and current maturities of long-term debt	230,353			1,926			39,182			—			271,461
Contingent consideration	—			—			7,137			—			7,137
Total current liabilities	608,252			655,769			609,103			(1,339,231		)	533,893
Long-term debt, less current maturities	868,180			102,656			19,371			—			990,207
Intercompany notes payable	—			89,038			136,826			(225,864		)	—
Accrued pension liabilities	—			—			49,291			—			49,291
Other liabilities and deferred credits	10,092			6,325			10,039			—			26,456
Deferred taxes	132,721			5,380			11,860			—			149,961
Redeemable noncontrolling interest	—			—			8,267			—			8,267
Stockholders’ investment:
Common stock	378			20,028			115,317			(135,345		)	378
Additional paid-in-capital	807,046			29,387			284,048			(313,435		)	807,046
Retained earnings	1,072,411			823,013			821,938			(1,644,951		)	1,072,411
Accumulated other comprehensive income (loss)	78,306			—			254,038			(659,285		)	(326,941		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,773,345			872,428			1,475,341			(2,753,016		)	1,368,098
Noncontrolling interests	1,212			—			3,724			—			4,936
Total stockholders’ investment	1,774,557			872,428			1,479,065			(2,753,016		)	1,373,034
Total liabilities, redeemable noncontrolling interests and stockholders’ investment	$	3,393,802		$	1,731,596		$	2,323,822		$	(4,318,111	)	$	3,131,109

Supplemental Condensed Consolidating Balance Sheet

As of March 31, 2016



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	35,241		$	3,393		$	65,676		$	—		$	104,310
Accounts receivable	768,641			353,729			373,963			(1,247,016		)	249,317
Inventories	—			37,185			105,318			—			142,503
Assets held for sale	—			38,771			5,012			—			43,783
Prepaid expenses and other current assets	5,048			(1,843		)	49,978			—			53,183
Total current assets	808,930			431,235			599,947			(1,247,016		)	593,096
Intercompany investment	2,207,516			104,435			145,168			(2,457,119		)	—
Investment in unconsolidated affiliates	—			—			194,952			—			194,952
Intercompany notes receivable	153,078			13,787			3,600			(170,465		)	—
Property and equipment—at cost:
Land and buildings	4,776			63,976			184,346			—			253,098
Aircraft and equipment	137,751			1,142,829			1,289,997			—			2,570,577
	142,527			1,206,805			1,474,343			—			2,823,675
Less: Accumulated depreciation and amortization	(23,556		)	(238,644		)	(278,223		)	—			(540,423		)
	118,971			968,161			1,196,120			—			2,283,252
Goodwill	—			—			29,990			—			29,990
Other assets	48,190			743			112,722			—			161,655
Total assets	$	3,336,685		$	1,518,361		$	2,282,499		$	(3,874,600	)	$	3,262,945

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	208,230		$	475,118		$	296,860		$	(883,242	)	$	96,966
Accrued liabilities	26,886			31,371			401,031			(257,683		)	201,605
Current deferred taxes	88			1,914			(121		)	—			1,881
Short-term borrowings and current maturities of long-term debt	25,678			—			34,716			—			60,394
Contingent consideration	—			—			29,522			—			29,522
Total current liabilities	260,882			508,403			762,008			(1,140,925		)	390,368
Long-term debt, less current maturities	1,047,150			—			24,428			—			1,071,578
Intercompany notes payable	—			108,952			81,422			(190,374		)	—
Accrued pension liabilities	—			—			70,107			—			70,107
Other liabilities and deferred credits	12,278			6,935			14,060			—			33,273
Deferred taxes	147,631			3,670			20,953			—			172,254
Redeemable noncontrolling interest	—			—			15,473			—			15,473
Stockholders’ investment:
Common stock	377			4,996			130,348			(135,344		)	377
Additional paid-in-capital	801,173			9,291			284,048			(293,339		)	801,173
Retained earnings	1,172,273			876,114			807,131			(1,683,245		)	1,172,273
Accumulated other comprehensive income (loss)	78,306			—			63,248			(431,373		)	(289,819		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,867,333			890,401			1,284,775			(2,543,301		)	1,499,208
Noncontrolling interests	1,411			—			9,273			—			10,684
Total stockholders’ investment	1,868,744			890,401			1,294,048			(2,543,301		)	1,509,892
Total liabilities, redeemable noncontrolling interests and stockholders’ investment	$	3,336,685		$	1,518,361		$	2,282,499		$	(3,874,600	)	$	3,262,945

Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2016



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated

	(In thousands)
Net cash provided by (used in) operating activities	$	(88,396	)	$	39,771		$	36,712		$	(2,947	)	$	(14,860	)
Cash flows from investing activities:
Capital expenditures	(15,385		)	(21,093		)	(83,248		)	—			(119,726		)
Proceeds from asset dispositions	—			12,894			1,450			—			14,344
Deposits on assets held for sale	—			290			—			—			290
Net cash provided by (used in) investing activities	(15,385		)	(7,909		)	(81,798		)	—			(105,092		)
Cash flows from financing activities:
Proceeds from borrowings	243,900			109,890			6,450			—			360,240
Debt issuance costs	(2,925		)	—			(958		)	—			(3,883		)
Repayment of debt	(218,900		)	(4,494		)	(20,283		)	—			(243,677		)
Dividends paid	(7,010		)	4			(360		)	—			(7,366		)
Increases (decreases) in cash related to intercompany advances and debt	55,910			(140,655		)	84,745			—			—
Partial prepayment of put/call obligation	(38		)	—			—			—			(38		)
Dividends paid to noncontrolling interest	—			—			(2,533		)	—			(2,533		)
Payment of contingent consideration	—			—			(10,000		)	—			(10,000		)
Net cash provided by (used in) financing activities	70,937			(35,255		)	57,061			—			92,743
Effect of exchange rate changes on cash and cash equivalents	—			—			(5,942		)	—			(5,942		)
Net increase (decrease) in cash and cash equivalents	(32,844		)	(3,393		)	6,033			(2,947		)	(33,151		)
Cash and cash equivalents at beginning of period	35,241			3,393			65,676			—			104,310
Cash and cash equivalents at end of period	$	2,397		$	—		$	71,709		$	(2,947	)	$	71,159

Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2015



	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated

	(In thousands)
Net cash provided by (used in) operating activities	$	(111,132	)	$	104,553		$	62,263		$	—	$	55,684
Cash flows from investing activities:
Capital expenditures	(24,633		)	(258,365		)	(60,367		)	—		(343,365		)
Proceeds from asset dispositions	—			15,192			3,960			—		19,152
Net cash used in investing activities	(24,633		)	(243,173		)	(56,407		)	—		(324,213		)
Cash flows from financing activities:
Proceeds from borrowings	893,025			—			17,396			—		910,421
Repayment of debt	(542,900		)	—			(24,221		)	—		(567,121		)
Dividends paid	(35,627		)	—			—			—		(35,627		)
Increases (decreases) in cash related to intercompany advances and debt	(178,140		)	138,564			39,576			—		—
Partial prepayment of put/call obligation	(42		)	—			—			—		(42		)
Acquisition of noncontrolling interest	—			—			(7,311		)	—		(7,311		)
Dividends paid to noncontrolling interest	—			—			(153		)	—		(153		)
Payment of contingent consideration	—			—			(8,000		)	—		(8,000		)
Tax benefit related to stock-based compensation	44			—			—			—		44
Net cash provided by financing activities	136,360			138,564			17,287			—		292,211
Effect of exchange rate changes on cash and cash equivalents	—			—			4,080			—		4,080
Net increase (decrease) in cash and cash equivalents	595			(56		)	27,223			—		27,762
Cash and cash equivalents at beginning of period	126			884			103,136			—		104,146
Cash and cash equivalents at end of period	$	721		$	828		$	130,359		$	—	$	131,908