10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2017

OR

o	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., 4th Floor Houston, Texas	77042 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(713) 267-7600

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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  ¨

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).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o
		(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o  Yes    þ  No

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 the number shares outstanding of each of the issuer’s classes of Common Stock, as of February 2, 2018.

35,377,044 shares of Common Stock, $.01 par value

BRISTOW GROUP INC.

INDEX — FORM 10-Q

		Page
PART I
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	79
Item 4.	Controls and Procedures	79
PART II
Item 1.	Legal Proceedings	80
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	80
Item 6.	Exhibits	81
Signatures		83

PART I — FINANCIAL INFORMATION

Item 1.     Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
	(Unaudited) (In thousands, except per share amounts)
Gross revenue:
Operating revenue from non-affiliates	$	328,944		$	305,789		$	991,655		$	969,779
Operating revenue from affiliates	16,584			18,564			51,594			54,420
Reimbursable revenue from non-affiliates	15,207			13,090			43,271			40,109
	360,735			337,443			1,086,520			1,064,308
Operating expense:
Direct cost	271,864			260,343			842,128			831,516
Reimbursable expense	14,725			12,206			42,365			38,096
Depreciation and amortization	31,682			29,768			94,119			93,054
General and administrative	43,366			45,409			138,695			149,278
	361,637			347,726			1,117,307			1,111,944
Loss on impairment	—			(8,706		)	(1,192		)	(16,278		)
Loss on disposal of assets	(4,591		)	(874		)	(12,418		)	(13,077		)
Earnings from unconsolidated affiliates, net of losses	1,996			766			3,394			4,777
Operating loss	(3,497		)	(19,097		)	(41,003		)	(72,214		)
Interest expense, net	(19,093		)	(12,179		)	(53,677		)	(34,533		)
Other income (expense), net	(766		)	1,668			147			(1,518		)
Loss before benefit for income taxes	(23,356		)	(29,608		)	(94,533		)	(108,265		)
Benefit (provision) for income taxes	13,419			3,560			(2,546		)	11,038
Net loss	(9,937		)	(26,048		)	(97,079		)	(97,227		)
Net loss attributable to noncontrolling interests	1,664			4,121			2,322			4,731
Net loss attributable to Bristow Group	$	(8,273	)	$	(21,927	)	$	(94,757	)	$	(92,496	)
Loss per common share:
Basic	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)
Diluted	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)
Cash dividends declared per common share	$	—		$	0.07		$	0.07		$	0.21

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

1

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
	(Unaudited) (In thousands)
Net loss	$	(9,937	)	$	(26,048	)	$	(97,079	)	$	(97,227	)
Other comprehensive loss:
Currency translation adjustments	(57		)	(18,896		)	20,394			(31,470		)
Total comprehensive loss	(9,994		)	(44,944		)	(76,685		)	(128,697		)
Net loss attributable to noncontrolling interests	1,664			4,121			2,322			4,731
Currency translation adjustments attributable to    noncontrolling interests	(17		)	(687		)	530			(5,652		)
Total comprehensive (income) loss attributable to        noncontrolling interests	1,647			3,434			2,852			(921		)
Total comprehensive loss attributable to Bristow Group	$	(8,347	)	$	(41,510	)	$	(73,833	)	$	(129,618	)

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

2

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	December 31,   2017			March 31,    2017
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	117,848		$	96,656
Accounts receivable from non-affiliates	202,141			198,129
Accounts receivable from affiliates	12,638			8,786
Inventories	133,993			124,911
Assets held for sale	31,038			38,246
Prepaid expenses and other current assets	43,668			41,143
Total current assets	541,326			507,871
Investment in unconsolidated affiliates	211,115			210,162
Property and equipment – at cost:
Land and buildings	241,792			231,448
Aircraft and equipment	2,511,322			2,622,701
	2,753,114			2,854,149
Less – Accumulated depreciation and amortization	(673,930		)	(599,785		)
	2,079,184			2,254,364
Goodwill	20,299			19,798
Other assets	115,233			121,652
Total assets	$	2,967,157		$	3,113,847
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	87,428		$	98,215
Accrued wages, benefits and related taxes	55,652			59,077
Income taxes payable	5,320			15,145
Other accrued taxes	6,095			9,611
Deferred revenue	17,922			19,911
Accrued maintenance and repairs	28,468			22,914
Accrued interest	6,292			12,909
Other accrued liabilities	72,292			46,679
Deferred taxes	—			830
Short-term borrowings and current maturities of long-term debt	93,136			131,063
Total current liabilities	372,605			416,354
Long-term debt, less current maturities	1,102,765			1,150,956
Accrued pension liabilities	54,291			61,647
Other liabilities and deferred credits	37,768			28,899
Deferred taxes	141,904			154,873
Commitments and contingencies (Note 5)
Redeemable noncontrolling interest	3,859			6,886
Stockholders’ investment:
Common stock, $.01 par value, authorized 90,000,000; outstanding: 35,375,380 as of December 31 and 35,213,991 as of March 31 (exclusive of 1,291,441 treasury shares)	381			379
Additional paid-in capital	844,825			809,995
Retained earnings	894,684			991,906
Accumulated other comprehensive loss	(307,353		)	(328,277		)
Treasury shares, at cost (2,756,419 shares)	(184,796		)	(184,796		)
Total Bristow Group stockholders’ investment	1,247,741			1,289,207
Noncontrolling interests	6,224			5,025
Total stockholders’ investment	1,253,965			1,294,232
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	$	2,967,157		$	3,113,847

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

3

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	Nine Months Ended   December 31,
	2017			2016
	(Unaudited) (In thousands)
Cash flows from operating activities:
Net loss	$	(97,079	)	$	(97,227	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	94,119			93,054
Deferred income taxes	(14,665		)	(20,991		)
Write-off of deferred financing fees	1,138			—
Discount amortization on long-term debt	343			1,314
Loss on disposal of assets	12,418			13,077
Loss on impairment	1,192			16,278
Deferral of lease payments	2,423			—
Stock-based compensation	8,776			9,508
Equity in earnings from unconsolidated affiliates in excess of dividends received	(3,185		)	(4,294		)
Increase (decrease) in cash resulting from changes in:
Accounts receivable	(3,785		)	15,787
Inventories	(4,618		)	(2,912		)
Prepaid expenses and other assets	10,250			(4,359		)
Accounts payable	(14,540		)	(7,395		)
Accrued liabilities	(5,528		)	(19,891		)
Other liabilities and deferred credits	3,434			(6,047		)
Net cash used in operating activities	(9,307		)	(14,098		)
Cash flows from investing activities:
Capital expenditures	(36,441		)	(119,726		)
Proceeds from asset dispositions	48,547			14,344
Proceeds from OEM cost recoveries	94,463			—
Deposits received on aircraft held for sale	—			290
Net cash provided by (used in) investing activities	106,569			(105,092		)
Cash flows from financing activities:
Proceeds from borrowings	548,768			360,240
Debt issuance costs	(11,653		)	(3,883		)
Repayment of debt	(609,667		)	(243,677		)
Purchase of 4½% Convertible Senior Notes call option	(40,393		)	—
Proceeds from issuance of warrants	30,259			—
Partial prepayment of put/call obligation	(36		)	(38		)
Dividends paid to noncontrolling interest	—			(2,533		)
Payment of contingent consideration	—			(10,000		)
Common stock dividends paid	(2,465		)	(7,366		)
Repurchases for tax withholdings on vesting of equity awards	(591		)	(762		)
Net cash provided by (used in) financing activities	(85,778		)	91,981
Effect of exchange rate changes on cash and cash equivalents	9,708			(5,942		)
Net increase (decrease) in cash and cash equivalents	21,192			(33,151		)
Cash and cash equivalents at beginning of period	96,656			104,310
Cash and cash equivalents at end of period	$	117,848		$	71,159
Cash paid during the period for:
Interest	$	69,896		$	43,965
Income taxes	$	20,440		$	23,550

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

4

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interest

(Unaudited)

(In thousands, except share amounts)

				Total Bristow Group Stockholders’ Investment
	Redeemable Noncontrolling Interest			Common Stock		Common Stock (Shares)	Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests			Total Stockholders’ Investment
March 31, 2017	$	6,886		$	379	35,213,991	$	809,995		$	991,906		$	(328,277	)	$	(184,796	)	$	5,025		$	1,294,232
Issuance of common stock	—			2		161,389	8,186			—			—			—			—			8,188
Equity component of 4½% Convertible Senior Notes issued	—			—		—	36,778			—			—			—			—			36,778
Purchase of 4½% Convertible Senior Notes call option	—			—		—	(40,393		)	—			—			—			—			(40,393		)
Proceeds from issuance of warrants	—			—		—	30,259			—			—			—			—			30,259
Distributions paid to noncontrolling interests	—			—		—	—			—			—			—			(36		)	(36		)
Common stock dividends ($0.07 per share)	—			—		—	—			(2,465		)	—			—			—			(2,465		)
Currency translation adjustments	489			—		—	—			—			—			—			41			41
Net loss	(3,516		)	—		—	—			(94,757		)	—			—			1,194			(93,563		)
Other comprehensive income	—			—		—	—			—			20,924			—			—			20,924
December 31, 2017	$	3,859		$	381	35,375,380	$	844,825		$	894,684		$	(307,353	)	$	(184,796	)	$	6,224		$	1,253,965

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

5

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities (“Bristow Group”, the “Company”, “we”, “us”, or “our”) after elimination of all significant intercompany accounts and transactions. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 2018 is referred to as “fiscal year 2018”. Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, the information contained in the following notes to condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and related notes thereto contained in our fiscal year 2017 Annual Report (the “fiscal year 2017 Financial Statements”). Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year.

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the consolidated balance sheet of the Company as of December 31, 2017, the consolidated statements of operations and comprehensive loss for the three and nine months endedDecember 31, 2017 and 2016, the consolidated cash flows for the nine months endedDecember 31, 2017 and 2016, and the consolidated statements of changes in equity and redeemable noncontrolling interest for the nine months endedDecember 31, 2017.

6

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Foreign Currency

During the three and nine months endedDecember 31, 2017 and 2016, our primary foreign currency exposure was 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:

	Three Months Ended   December 31,		Nine Months Ended   December 31,
	2017	2016	2017	2016
One British pound sterling into U.S. dollars
High	1.35	1.30	1.36	1.48
Average	1.33	1.24	1.31	1.33
Low	1.31	1.21	1.24	1.21
At period-end	1.35	1.24	1.35	1.24
One euro into U.S. dollars
High	1.20	1.12	1.20	1.15
Average	1.18	1.08	1.15	1.11
Low	1.16	1.04	1.06	1.04
At period-end	1.20	1.05	1.20	1.05
One Australian dollar into U.S. dollars
High	0.79	0.77	0.81	0.78
Average	0.77	0.75	0.77	0.75
Low	0.75	0.72	0.74	0.72
At period-end	0.78	0.72	0.78	0.72
One Norwegian kroner into U.S. dollars
High	0.1269	0.1253	0.1294	0.1253
Average	0.1225	0.1193	0.1219	0.1202
Low	0.1193	0.1145	0.1152	0.1145
At period-end	0.1223	0.1162	0.1223	0.1162
One Nigerian naira into U.S. dollars
High	0.0028	0.0032	0.0033	0.0050
Average	0.0028	0.0032	0.0030	0.0037
Low	0.0028	0.0031	0.0027	0.0029
At period-end	0.0028	0.0032	0.0028	0.0032

_____________ 

Source: FactSet

Other income (expense), net, in our condensed consolidated statements of operations includes foreign currency transaction gains of $0.4 million and $1.6 million for the three months endedDecember 31, 2017 and 2016, respectively, and foreign currency transaction gains of $1.2 million and foreign currency transaction losses of $1.8 million for the nine months endedDecember 31, 2017 and 2016, respectively. 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.

7

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 the three months endedDecember 31, 2017 and 2016, earnings from unconsolidated affiliates, net of losses, decreased by $0.8 million and $1.2 million, respectively, and during the nine months endedDecember 31, 2017 and 2016, earnings from unconsolidated affiliates, net of losses, decreased by $1.6 million and $2.5 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. The value of the Brazilian real has fluctuated relative to the U.S. dollar as indicated in the following table:

	Three Months Ended   December 31,		Nine Months Ended   December 31,
	2017	2016	2017	2016
One Brazilian real into U.S. dollars
High	0.3198	0.3207	0.3244	0.3207
Average	0.3076	0.3032	0.3117	0.2988
Low	0.3004	0.2866	0.2995	0.2702
At period-end	0.3015	0.3073	0.3015	0.3073

_____________ 

Source: FactSet

We estimate that the fluctuation of currencies versus the same period in the prior fiscal year had the following effect on our financial condition and results of operations (in thousands):

	Three Months Ended   December 31, 2017			Nine Months Ended   December 31, 2017
Revenue	$	10,826		$	(4,850	)
Operating expense	(9,028		)	593
Earnings from unconsolidated affiliates, net of losses	484			908
Non-operating expense	(1,270		)	2,977
Income before provision for income taxes	1,012			(372		)
Provision for income taxes	1,057			2,933
Net income	2,069			2,561
Cumulative translation adjustment	(74		)	20,924
Total stockholders’ investment	$	1,995		$	23,485

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.

Revenue from helicopter services, including search and rescue (“SAR”) services, is recognized based on contractual rates 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 periods 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 generally 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 condensed consolidated statements of operations.

8

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Eastern Airways International Limited (“Eastern Airways”) and Capiteq Limited, operating under the name 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 of our 100% interest in Bristow Academy, Inc. (“Bristow Academy”) 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 are provided.

Interest Expense, Net

During the three and nine months endedDecember 31, 2017 and 2016, interest expense, net consisted of the following (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Interest income	$	144		$	168		$	512		$	637
Interest expense	(19,237		)	(12,347		)	(54,189		)	(35,170		)
Interest expense, net	$	(19,093	)	$	(12,179	)	$	(53,677	)	$	(34,533	)

Accounts Receivable

As of December 31 and March 31, 2017, the allowance for doubtful accounts for non-affiliates was $3.8 million and $4.5 million, respectively. There were no allowances for doubtful accounts related to accounts receivable due from affiliates as of December 31 and March 31, 2017. The allowance for doubtful accounts for non-affiliates as of December 31, 2017 primarily relates to amounts due from clients in Nigeria for which we no longer believe collection is probable.

Inventories

As of December 31 and March 31, 2017, inventories were net of allowances of $22.1 million and $21.5 million, respectively. During the nine months endedDecember 31, 2017, as a result of changes in expected future utilization of aircraft within our training fleet we recorded a $1.2 million charge to impair inventory used on our training fleet, which is included in loss on impairment on our condensed consolidated statement of operations.

Prepaid Expenses and Other Current Assets

As of December 31 and March 31, 2017, prepaid expenses and other current assets included the short-term portion of contract acquisition and pre-operating costs totaling $10.7 million and $9.7 million, respectively, related to the SAR contracts in the U.K. and two client contracts in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts. For the three months endedDecember 31, 2017 and 2016, we expensed $2.8 million and $2.5 million, respectively, and for the nine months endedDecember 31, 2017 and 2016, we expensed $8.5 million and $8.2 million, respectively, related to these contracts.

Loss on Impairment

Loss on impairment included goodwill impairment charges of $8.7 million for the three and nine months endedDecember 31, 2016, and impairment charges for inventory of $1.2 million and $7.6 million for the nine months endedDecember 31, 2017 and December 31, 2016, respectively. The goodwill impairment charges related to Eastern Airways and resulted from an overall reduction in expected operating results due to the downturn in the oil and gas market driven by reduced crude oil prices (see discussion under “Goodwill” below). The inventory impairment for the nine months endedDecember 31, 2017 resulted from changes in expected future utilization of aircraft within our training fleet as discussed under “Inventories” above. The inventory impairment for the nine months endedDecember 31, 2016 resulted from a change in estimated consumption and the continued decline in the secondary market for certain inventory related to the decision to cease operating certain older model aircraft within our fleet in fiscal year 2018.

9

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 $20.3 million and $19.8 million as of December 31 and March 31, 2017, respectively, related to our Asia Pacific reporting unit was as follows (in thousands):

March 31, 2017	$	19,798
Foreign currency translation	501
December 31, 2017	$	20,299

Accumulated goodwill impairment of $50.9 million as of both December 31 and March 31, 2017 related to our reporting units were as follows (in thousands):

	Europe Caspian			Africa			Americas			Corporate and other			Total
March 31, 2017	$	(33,883	)	$	(6,179	)	$	(576	)	$	(10,223	)	$	(50,861	)
Impairments	—			—			—			—			—
December 31, 2017	$	(33,883	)	$	(6,179	)	$	(576	)	$	(10,223	)	$	(50,861	)

We test goodwill for impairment on an annual basis as of March 31 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 December 31, 2016, we noted an overall reduction in expected operating results for Eastern Airways from the downturn in the oil and gas market driven by reduced crude oil prices and performed an interim impairment test of goodwill for Eastern Airways. Based on this factor, we concluded that the fair value of our goodwill for Eastern Airways 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 an impairment charge of $8.7 million reflected in our results for the three and nine months ended December 31, 2016.

We estimated the implied fair value of Eastern Airways 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.

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 downturn. Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, including cost reduction initiatives. Capital requirements in the discounted cash flow model were based on management’s estimates of future capital costs driven by 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 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 goodwill impairment test, we calculated Eastern Airways’ estimated fair value as the average of the values calculated under the income approach and the market approach.

10

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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
	Gross Carrying Amount
March 31, 2017	$	8,169		$	12,752		$	4,483		$	1,062		$	746		$	27,212
Foreign currency translation	1			46			272			32			4			355
December 31, 2017	$	8,170		$	12,798		$	4,755		$	1,094		$	750		$	27,567
	Accumulated Amortization
March 31, 2017	$	(8,155	)	$	(11,071	)	$	(908	)	$	(685	)	$	(657	)	$	(21,476	)
Amortization expense	(13		)	(224		)	(221		)	(167		)	(44		)	(669		)
December 31, 2017	$	(8,168	)	$	(11,295	)	$	(1,129	)	$	(852	)	$	(701	)	$	(22,145	)
Weighted average remaining contractual life, in years	0.1			3.6			13.1			1.8			1.6			5.2

Future amortization expense of intangible assets for each of the years ending March 31 is as follows (in thousands):

2018	$	220
2019	760
2020	469
2021	469
2022	470
Thereafter	3,034
	$	5,422

The Bristow Norway AS and Eastern Airways acquisitions, included in our Europe Caspian region, resulted in intangible assets for client contracts, client relationships, trade names and trademarks, internally developed software and licenses. The Airnorth acquisition, included in our Asia Pacific region, resulted in intangible assets for client contracts, client relationships and trade name and trademarks.

Other Assets

In addition to the other intangible assets described above, other assets included the long-term portion of contract acquisition and pre-operating costs totaling $51.2 million and $51.1 million, respectively, as of December 31 and March 31, 2017, related to the SAR contracts in the U.K. and two client contracts in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts.

11

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Property and Equipment and Assets Held for Sale

During the three and nine months endedDecember 31, 2017 and 2016, we took delivery of aircraft and made capital expenditures as follows:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
Number of aircraft delivered:
Medium	—		—		5		5
SAR aircraft	—		1		—		2
Total aircraft	—		1		5		7
Capital expenditures (in thousands):
Aircraft and equipment (1)	$	10,311	$	17,196	$	26,800	$	112,770
Land and buildings	1,813		664		9,641		6,956
Total capital expenditures	$	12,124	$	17,860	$	36,441	$	119,726

_____________ 

⁽¹⁾ During the nine months endedDecember 31, 2017 and 2016, we spent $2.3 million and $66.8 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 the three and nine months endedDecember 31, 2017 and 2016:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
	(In thousands, except for number of aircraft)
Number of aircraft sold or disposed of	5		3		11		9
Proceeds from sale or disposal of assets	$	6,303	$	2,525	$	48,547	$	14,344
Loss from sale or disposal of assets (1)	$	3,031	$	674	$	1,111	$	1,717
Number of aircraft impaired	1		1		5		13
Impairment charges on assets held for sale (1)(2)	$	1,560	$	200	$	11,307	$	11,360

_____________ 

⁽¹⁾  Included in gain (loss) on disposal of assets on our condensed consolidated statements of operations.

⁽²⁾  Includes a $6.5 million impairment of the Bristow Academy disposal group for the nine months ended December 31, 2017.

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. As of September 30, 2017, we concluded the disposal group, comprised of the Bristow Academy assets and liabilities met the held for sale criteria under accounting standards, but did not meet the requirements for classification as discontinued operations. We evaluated the carrying value of the Bristow Academy disposal group and recorded an impairment of $6.5 million during the three months ended September 30, 2017, within loss on disposal of assets on our condensed consolidated statement of operations, to record the disposal group at fair value based on the terms of the sale. During the three months endedDecember 31, 2017, we recorded an additional loss on disposal of $0.7 million within loss on disposal of assets on our condensed consolidated statement of operations. The Bristow Academy disposal group is included in Corporate and other in Note 9 – Segment Information.

During the three and nine months endedDecember 31, 2016, we recorded accelerated depreciation of $1.1 million and $9.3 million on five and 11 aircraft, respectively, as our management decided to exit these model types earlier than originally anticipated.

12

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

During fiscal year 2018, we reached agreements with original equipment manufacturers (“OEM”) to recover approximately $130.0 million related to ongoing aircraft issues, of which $125.0 million was realized during the three months endedDecember 31, 2017 and resulted in an increase in cash. To reflect the amount realized from these OEM cost recoveries during the three months endedDecember 31, 2017, 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 $12.0 million and recorded a deferred liability of $18.5 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, of which $1.1 million was recognized in December 2017. 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 $2.1 million during the remainder of fiscal year 2018, $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 $17.4 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 $3.5 million during the remainder of fiscal year 2018, $7.9 million during fiscal year 2019, $4.0 million during fiscal year 2020 and $2.0 million during fiscal year 2021. For certain leased aircraft, the leases expired prior to the realization of the settlements to which they were related recognized by the immediate reduction to rent expense of $12.0 million during the three and nine months ended December 31, 2017.

Other Accrued Liabilities

Other accrued liabilities of $72.3 million and $46.7 million as of December 31 and March 31, 2017, respectively, includes the following:

	December 31,   2017		March 31,    2017
	(In thousands)
Accrued lease costs	$	12,189	$	5,601
Deferred OEM cost recovery	10,413		—
Eastern overdraft liability	9,486		5,829
Accrued property and equipment	5,158		3,546
Deferred gain on sale leasebacks	1,305		1,655
Other operating accruals	33,741		30,048
	$	72,292	$	46,679

Redeemable Noncontrolling Interest

In January 2018, we acquired the remaining 40% of the outstanding shares of Eastern Airways for no consideration.

13

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance on revenue recognition for revenue from contracts with customers. This accounting guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance when it becomes effective. This new standard is effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB approved the deferral of the effective date of the revenue recognition standard permitting public entities to apply the new revenue standard to annual reporting periods beginning after December 15, 2017. Early application is permitted, but not before the original effective date of December 15, 2016. 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. We have not adopted this standard yet but expect to adopt the new revenue standard using the modified retrospective transition approach. We are continuing to evaluate the effect this accounting guidance will have on our financial statements and related disclosures and are still assessing the differences between the new revenue standard and current accounting practices.

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 tax assets and $0.8 million in current deferred tax liabilities. As a result of this adoption, as of April 1, 2017 and going forward we will classify all current deferred taxes as non-current.

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 have not yet adopted this standard and are currently evaluating the effect this standard will have 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 $2.3 million recorded as an increase to the income tax provision during the nine months endedDecember 31, 2017. 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 condensed consolidated statements of cash flows did not impact our financial statements as there was no excess tax benefit recorded for the periods presented. The provisions related to employee taxes paid for withheld shares are presented as a cash flow financing activity required us to revise our prior period condensed consolidated statement of cash flows by $0.8 million as a decrease in net cash used in operating activities and a corresponding decrease in net cash provided by financing activities for the nine months endedDecember 31, 2016. None of the other provisions of the pronouncement had a material effect on our consolidated financial statements.

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 an 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 and are currently evaluating the effect this accounting guidance will have on our financial statements.

14

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 and are currently evaluating the effect this accounting guidance will have on our financial statements.

In March 2017, the FASB issued accounting guidance related to the presentation of net periodic pension cost and net periodic postretirement 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 postretirement 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 postretirement benefit in assets. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.

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 have on our financial statements.

In August 2017, the FASB issued new accounting guidance on derivatives and hedging, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. This accounting guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and earlier adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.

Note 2 — VARIABLE INTEREST ENTITIES

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 December 31, 2017, we had interests in four VIEs of which we were the primary beneficiary, which are described below, and had no interests in VIEs of which we were not the primary beneficiary. See Note 3 to the fiscal year 2017 Financial Statements for a description of other investments in significant affiliates.

15

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 holds all of the outstanding shares in Bristow Helicopters Limited (“Bristow Helicopters”). Bristow Aviation’s subsidiaries provide industrial aviation services to clients 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”) own 49%, 46% and 5%, respectively, of Bristow Aviation’s total outstanding ordinary shares, although Caledonia has 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 ($123.1 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 $2.1 billion as of December 31, 2017.

The Company, Caledonia, the E.U. Investor and Bristow Aviation have entered into a shareholder agreement respecting, among other things, the composition 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.

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. 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 under the put/call agreement limiting our ability to exercise the put/call option is 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 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 condensed consolidated balance sheets as noncontrolling interest.

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 December 31, 2017) 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% (prior to May 2004, the rate was fixed at 12%) by recognizing noncontrolling interest expense on our condensed consolidated statements of operations, with a corresponding increase in noncontrolling interest on our condensed consolidated balance sheets. Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on our condensed 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.

16

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 condensed 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):

	December 31,   2017		March 31,    2017
Assets
Cash and cash equivalents	$	84,236	$	92,409
Accounts receivable	271,053		222,560
Inventories	102,370		90,190
Prepaid expenses and other current assets	48,016		50,016
Total current assets	505,675		455,175
Investment in unconsolidated affiliates	3,407		3,513
Property and equipment, net	318,879		306,831
Goodwill	20,299		19,798
Other assets	208,390		203,228
Total assets	$	1,056,650	$	988,545
Liabilities
Accounts payable	$	276,997	$	146,841
Accrued liabilities	142,180		122,130
Accrued interest	2,065,246		1,891,305
Current maturities of long-term debt	20,993		18,578
Total current liabilities	2,505,416		2,178,854
Long-term debt, less current maturities	465,699		501,782
Accrued pension liabilities	54,291		61,647
Other liabilities and deferred credits	2,495		8,138
Deferred taxes	16,777		20,264
Redeemable noncontrolling interest	3,859		6,886
Total liabilities	$	3,048,537	$	2,777,571

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Revenue	$	309,461		$	291,808		$	933,387		$	920,587
Operating loss	(17,463		)	(28,287		)	(40,095		)	(68,803		)
Net loss	(79,789		)	(44,999		)	(221,039		)	(214,336		)

17

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Bristow Helicopters Nigeria Ltd. — Bristow Helicopters Nigeria Ltd. (“BHNL”) is a joint venture in Nigeria in which Bristow Helicopters owned a 48% interest, a Nigerian company owned 100% by Nigerian employees owned a 50% interest and an employee trust fund owned the remaining 2% interest as of December 31, 2017. BHNL provides industrial aviation services to clients 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 a 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 a 50.17% interest. PAAN provides industrial aviation services to clients in Nigeria.

The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN, setting the 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.

18

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 3 — DEBT

Debt as of December 31 and March 31, 2017 consisted of the following (in thousands):

	December 31,   2017			March 31,    2017
6¼% Senior Notes due 2022	$	401,535		$	401,535
4½% Convertible Senior Notes due 2023	106,124			—
Term Loan	52,546			261,907
Term Loan Credit Facility	—			45,900
Revolving Credit Facility	—			139,100
Lombard Debt	206,831			196,832
Macquarie Debt	188,528			200,000
PK Air Debt	230,000			—
Airnorth Debt	14,507			16,471
Eastern Airways Debt	12,772			15,326
Other Debt	2,423			16,293
Unamortized debt issuance costs	(19,365		)	(11,345		)
Total debt	1,195,901			1,282,019
Less short-term borrowings and current maturities of long-term debt	(93,136		)	(131,063		)
Total long-term debt	$	1,102,765		$	1,150,956

4½% Convertible Senior Notes due 2023 — On December 18, 2017, we issued and sold $143.8 million of 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”). 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 were issued pursuant to an indenture dated as of June 17, 2008 (the “Base Indenture”), among the Company, the subsidiary guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the sixth supplemental indenture thereto dated as of December 18, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among us, the Guarantors and the Trustee.

The 4½% Convertible Senior Notes are convertible into cash, shares of our common stock or a combination of cash and shares of the 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 our senior unsecured obligations. As of December 31, 2017, the if-converted value of the 4½% Convertible Senior Notes did not exceed the principal balance.

The proceeds were used to repay $89.6 million of the $350 million term loan (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.

19

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 December 31, 2017 is as follows (in thousands):

Equity component - net carrying value (1)	$	36,778
Debt component:
Face amount due at maturity	$	143,750
Unamortized discount	(37,626		)
Debt component - net carrying value	$	106,124

_____________ 

⁽¹⁾ Net of equity issuance costs of $1.0 million.

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 three and nine months ended December 31, 2017 was 11.0%. Interest expense related to our 4½% Convertible Senior Notes for the three and nine months ended December 31, 2017 was as follows (in thousands):

Contractual coupon interest	$	234
Amortization of debt discount	181
Total interest expense	$	415

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 JP Morgan Chase Bank, National Association (the “Option Counterparties”). These transactions represent 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 are expected generally to reduce the potential dilution and/or offset the cash payments we are 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 is greater than the strike price of the Note Hedge Transactions, which is initially $15.64 (subject to adjustment), corresponding approximately to the initial conversion price of the 4½% Convertible Senior Notes. The Note Hedge Transactions have been 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 the our common stock initially underlying the 4½% Convertible Senior Notes, subject to customary anti-dilution adjustments. The strike price of the warrants is $20.02 per share (subject to adjustment), which is 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 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, exceeds the applicable strike price of the warrants. The Warrant Transactions have been accounted for by recording the proceeds received as additional paid-in capital.

The Note Hedge Transactions and the Warrant Transactions are separate transactions, in each case entered into by us with the Option Counterparties, and are not part of the terms of the 4½% Convertible Senior Notes and will not affect any holder’s rights under the 4½% Convertible Senior Notes.

Term Loan and Revolving Credit Facility — During the nine months endedDecember 31, 2017, we had borrowings of $174.8 million and made payments of $313.9 million under our $400 million revolving credit facility (the “Revolving Credit Facility”). Additionally, we paid $209.5 million to reduce our borrowings under the Term Loan. As of December 31, 2017, we had $12.4 million in letters of credit outstanding under the Revolving Credit Facility.

Term Loan Credit Facility — During the nine months endedDecember 31, 2017, we paid $45.9 million under our $200 million of term loan commitments (the “Term Loan Credit Facility”) and terminated the facility in October 2017.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 shall be made in respect of an aircraft to be 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 will be 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 twelve 30-day months in respect of such term loan with a floating rate of interest based on one-month LIBOR, plus the Margin.

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 credit agreement, the borrower will guarantee certain of its direct parent’s obligations under existing aircraft operating leases up to a capped amount.

Other Debt — Other Debt as of March 31, 2017 primarily included amounts payable relating to the third year earn-out payment of $16.0 million for our investment in Cougar Helicopters Inc. (“Cougar”), which was paid in April 2017.

Note 4 — 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.

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 at its fair value.

The following table summarizes the assets as of December 31, 2017, 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)		Balance as of December 31, 2017		Total Loss for the Three Months Ended December 31, 2017			Total Loss for the Nine Months Ended December 31, 2017
Inventories	$	—	$	—	$	—	$	—	$	—		$	(1,192	)
Assets held for sale	—		—		31,038		31,038		(1,560		)	(11,307		)
Total assets	$	—	$	—	$	31,038	$	31,038	$	(1,560	)	$	(12,499	)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following table summarizes the assets as of December 31, 2016, 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)		Balance as of December 31, 2016		Total Loss for the Three Months Ended December 31, 2016			Total Loss for the Nine Months Ended December 31, 2016
Inventories	$	—	$	46,654	$	—	$	46,654	$	—		$	(7,572	)
Assets held for sale	—		37,635		—		37,635		(200		)	(11,360		)
Goodwill	—		—		18,793		18,793		(8,706		)	(8,706		)
Total assets	$	—	$	84,289	$	18,793	$	103,082	$	(8,906	)	$	(27,638	)

The 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 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.

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 for similar assets and condition and location of aircraft to be sold or otherwise disposed of. The loss for the three and nine months endedDecember 31, 2017 related to one and five aircraft held for sale, respectively, and the loss for the three and nine months endedDecember 31, 2016 related to one and 13 aircraft held for sale, respectively. Additionally, the loss for the nine months endedDecember 31, 2017 includes $6.5 million of impairment relating to the Bristow Academy disposal group. For further details on Bristow Academy disposal group, see Note 1.

The fair value of 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 our goodwill, see Note 1.

Recurring Fair Value Measurements

The following table summarizes the financial instruments we had as of December 31, 2017, 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 December 31, 2017		Balance  Sheet Classification
Rabbi Trust investments	$	2,847	$	—	$	—	$	2,847	Other assets
Total assets	$	2,847	$	—	$	—	$	2,847

The following table summarizes the financial instruments we had as of March 31, 2017, 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, 2017		Balance  Sheet Classification
Rabbi Trust investments	$	3,075	$	—	$	—	$	3,075	Other assets
Total assets	$	3,075	$	—	$	—	$	3,075

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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):

	December 31, 2017				March 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
6¼% Senior Notes	$	401,535	$	328,777	$	401,535	$	323,236
4½% Convertible Senior Notes (1)	106,124		158,571		—		—
Term Loan	52,546		52,546		261,907		261,907
Term Loan Credit Facility	—		—		45,900		45,900
Revolving Credit Facility	—		—		139,100		139,100
Lombard Debt	206,831		206,831		196,832		196,832
Macquarie Debt	188,528		188,528		200,000		200,000
PK Air Debt	230,000		230,000		—		—
Airnorth Debt	14,507		14,507		16,471		16,471
Eastern Airways Debt	12,772		12,772		15,326		15,326
Other Debt	2,423		2,423		16,293		16,293
	$	1,215,266	$	1,194,955	$	1,293,364	$	1,215,065

_____________ 

⁽¹⁾  Carrying value of the 4½% Convertible Senior Notes includes unamortized discount of $37.6 million as of December 31, 2017.

Other

The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.

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BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 5 — COMMITMENTS AND CONTINGENCIES

Aircraft Purchase Contracts — As shown in the table below, we expect to make additional capital expenditures over the next seven fiscal years to purchase additional aircraft. As of February 8, 2018, we had 27 aircraft on order and 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.

	Three Months Ending March 31, 2018		Fiscal Year Ending March 31,
			2019		2020		2021		2022 and thereafter(1)		Total
Commitments as of February 8, 2018: (2)
Number of aircraft:
Large	—		1		—		4		18		23
U.K. SAR	—		—		4		—		—		4
	—		1		4		4		18		27
Related commitment expenditures (in thousands) (2)(3)
Medium and large	$	—	$	19,856	$	25,536	$	78,726	$	285,295	$	409,413
U.K. SAR	3,242		—		62,970		—		—		66,212
	$	3,242	$	19,856	$	88,506	$	78,726	$	285,295	$	475,625
Options as of February 8, 2018:
Number of aircraft:
Large	—		2		2		—		—		4
	—		2		2		—		—		4
Related option expenditures (in thousands) (3)	$	—	$	44,181	$	31,536	$	—	$	—	$	75,717

_____________ 

⁽¹⁾  Includes $96.0 million for five aircraft orders that can be cancelled prior to delivery dates. We made non-refundable deposits of $4.5 million related to these aircraft.

⁽²⁾  We have an agreement to defer payment of approximately $63.0 million in capital expenditures out of fiscal year 2018 and into future periods which is reflected in the table above.

⁽³⁾  Includes progress payments on aircraft scheduled to be delivered in future periods only if options are exercised.

The following chart presents an analysis of our aircraft orders and options during fiscal year 2018:

	Three Months Ended
	December 31, 2017		September 30, 2017			June 30, 2017
	Orders	Options	Orders		Options	Orders		Options
Beginning of period	27	4	29		4	32		4
Aircraft delivered	—	—	(2	)	—	(3	)	—
End of period	27	4	27		4	29		4

We periodically purchase aircraft for which we have no orders.

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BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Operating Leases — We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities. Rent expense incurred under all operating leases was $42.6 million and $53.7 million for the three months endedDecember 31, 2017 and 2016, respectively, and $158.5 million and $156.9 million for the nine months endedDecember 31, 2017 and 2016, respectively. Rent expense incurred under operating leases for aircraft was $36.5 million and $47.9 million for the three months endedDecember 31, 2017 and 2016, respectively, and $137.9 million and $138.7 million for the nine months endedDecember 31, 2017 and 2016, respectively.

The aircraft leases range from base terms of up to 180 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. 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 December 31, 2017:

End of Lease Term	Number of Aircraft
Three months ending March 31, 2018 to fiscal year 2019	25
Fiscal year 2020 to fiscal year 2022	48
Fiscal year 2023 to fiscal year 2024	17
	90

We lease six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group, which is a related party due to common ownership of Cougar; we paid lease fees of $4.7 million and $14.4 million during the three and nine months endedDecember 31, 2017, respectively. Additionally, in July 2016, we began leasing a facility in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar; we paid $0.1 million in lease fees during the nine months endedDecember 31, 2017.

Employee Agreements — Approximately 53% of our employees are represented by collective bargaining agreements and/or unions with 90% 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 4%. 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.

Separation Programs — In March 2015 and May 2016, 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. Also, during June 2017, two named executive officers and the principal operating officer, and during fiscal year 2018 other employees across various regions, departed from the Company as part of an organizational restructuring. In April 2016, one named executive officer, along with other employees across various regions, departed from the Company as part of a previous restructuring. We recognized compensation expense related to the departure of these officers and other employees included in the table below. The expense related to the VSPs and ISPs for the three and nine months endedDecember 31, 2017 and 2016 is as follows (in thousands):

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
VSP:
Direct cost	$	—	$	179	$	—	$	1,624
General and administrative	—		—		—		23
Total	$	—	$	179	$	—	$	1,647
ISP:
Direct cost	$	2,661	$	464	$	5,208	$	5,360
General and administrative	120		102		8,662		8,697
Total	$	2,781	$	566	$	13,870	$	14,057

Environmental Contingencies — The U.S. Environmental Protection Agency (the “EPA”), has in the past notified us that we are a potential responsible party (“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

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BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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.

Other Purchase Obligations — As of December 31, 2017, we had $28.4 million of other purchase obligations representing unfilled purchase orders for aircraft parts, commitments associated with upgrading facilities at our bases and non-cancelable power-by-the-hour maintenance commitments.

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.

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 NCAA issued safety and operational directives which detail the conditions to apply for 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 sole H225LP model aircraft in Norway, our thirteen H225LP model aircraft in the U.K. or our six H225LP model aircraft in Australia, or for search and rescue purposes, including training and missions, any of our other four H225LP model aircraft in Norway or our other three H225LP model aircraft in Australia. We are carefully evaluating next steps and demand for the H225LP model aircraft in our oil and gas and search and rescue operations worldwide, with the safety of passengers and crews remaining our highest priority. During the three months ended December 31, 2017, we returned three of these H225LP models to the lessor; two were previously operating in Australia and one was previously operating in the U.K. During February 2018, we returned one H225LP model to the lessor that was previously operating in the U.K.

Separately, our efforts to successfully integrate AW189 aircraft into service for the U.K. SAR contract have been delayed due to a product improvement plan with the aircraft. As a result, the acceptance of four AW189 aircraft will be pushed 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 approximately $130.0 million related to ongoing aircraft issues mentioned above, of which $125.0 million was recovered during the three months endedDecember 31, 2017. For further details on the accounting treatment, see Note 1 — Basis of Presentation, Consolidation and Summary of Significant Accounting Policies — Property and Equipment and Assets Held for Sale.

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 December 31, 2017 to be approximately $4 million to $6 million.

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 6 — TAXES

We estimate the full-year effective tax rate from continuing operations and apply this rate to our year-to-date income from continuing operations. In addition, we separately calculate the tax impact of unusual or infrequent items, if any. The tax impacts of such unusual or infrequent items are treated discretely in the quarter in which they occur. During the three months endedDecember 31, 2017 and 2016, our effective tax rate was 57.5% and 12.0%, and during the nine months endedDecember 31, 2017 and 2016, our effective tax rate was (2.7)% and 10.2%, respectively. The effective tax rate for the three and nine months endedDecember 31, 2017 and 2016 were impacted by valuation allowances against future realization of foreign tax credits and net operating losses in certain foreign jurisdictions. For the three and nine months endedDecember 31, 2017, our effective tax rate also includes the impact of $4.7 million of unrecognized tax benefits in certain foreign jurisdictions. Additionally, for the three and nine months endedDecember 31, 2017, we reported a one-time tax benefit of $14.1 million as a result of the enactment of the Tax Cuts and Jobs Act (the “Act”).

The relationship between our provision for or benefit from income taxes and our pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) our geographical blend of pre-tax book income. Consequently, our income tax expense or benefit does not change proportionally with our pre-tax book income or loss. Significant decreases in our pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The increase in our effective tax rate excluding discrete items for the three months endedDecember 31, 2017 compared to the three months endedDecember 31, 2016 primarily related to an increase in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, we increased our valuation allowance by $2.1 million and $3.7 million for the three months endedDecember 31, 2017 and 2016, respectively, and $13.4 million and $19.3 million for the nine months endedDecember 31, 2017 and 2016, respectively, which also increased our effective tax rate.

As of December 31, 2017, there were $6.2 million of unrecognized tax benefits, all of which would have an impact on our effective tax rate if recognized.

On December 22, 2017, the United States Congress enacted 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 takes effect on January 1, 2018. Further, the Act provides 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 have made reasonable estimates for the change in the U.S. federal corporate income tax rate and one-time “deemed repatriation” of accumulated foreign earnings. We estimate the revaluation of U.S. net deferred tax liabilities will result in a one-time tax benefit of approximately $75.6 million offset by an estimated $61.5 million in tax expense as a result of the “deemed repatriation” of foreign earnings. We are still analyzing certain aspects of the Act and refining our calculations.

Because of the complexity, we are continuing to evaluate certain provisions of the Act which may have an impact on our income taxes beginning after fiscal year 2018. 

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BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 7 — EMPLOYEE BENEFIT PLANS

Pension Plans

The following table provides a detail of the components of net periodic pension cost (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Service cost for benefits earned during the period	$	159		$	1,696		$	470		$	5,450
Interest cost on pension benefit obligation	3,893			4,139			11,482			13,297
Expected return on assets	(5,509		)	(5,601		)	(16,250		)	(17,992		)
Amortization of unrecognized losses	1,844			1,699			5,441			5,454
Net periodic pension cost	$	387		$	1,933		$	1,143		$	6,209

The current estimates of our cash contributions to our defined benefit pension plans to be paid in fiscal year 2018 are $15.3 million, of which $12.0 million was paid during the nine months endedDecember 31, 2017. The weighted-average expected long-term rate of return on assets for our U.K. pension plans as of March 31, 2017 was 4.4%.

Incentive Compensation

Stock-based awards are currently made under the Bristow Group Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”). A maximum of 10,646,729 shares of common stock are reserved. 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 common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. As of December 31, 2017, 2,385,248 shares remained available for grant under the 2007 Plan.

We have a number of other incentive and stock option plans which are described in Note 9 to our fiscal year 2017 Financial Statements.

Total stock-based compensation expense, which includes stock options and restricted stock, totaled $2.2 million and $3.3 million for the three months endedDecember 31, 2017 and 2016, respectively, and $8.8 million and $9.5 million for the nine months endedDecember 31, 2017 and 2016. Stock-based compensation expense has been allocated to our various regions.

During the nine months endedDecember 31, 2017, we awarded 600,618 shares of restricted stock at an average grant date fair value of $7.15 per share. Also during the nine months endedDecember 31, 2017, 1,256,043 stock options were granted. The following table shows the assumptions used to compute the stock-based compensation expense for stock options granted during the nine months endedDecember 31, 2017:

Risk free interest rate	1.78	%
Expected life (years)	5
Volatility	56.1	%
Dividend yield	3.98	%
Weighted average exercise price of options granted	$7.03 per option
Weighted average grant-date fair value of options granted	$2.53 per option

During June 2017, we awarded certain members of management phantom restricted stock which will be paid out in cash after three years. We account for these awards as liability awards. As of December 31, 2017, we had $0.9 million included in other liabilities and deferred credits on our condensed consolidated balance sheet and recognized $0.9 million in general and administrative expense on our condensed consolidated statement of operations during the nine months endedDecember 31, 2017 related to these awards.

28

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Performance cash awards granted in June 2017 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. Performance cash awards granted in June 2015 and June 2016 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. These awards were designed to tie a significant portion of total compensation to performance. One of the effects of this type of compensation is that it requires liability accounting which can result in volatility in earnings. The liability recorded for these awards as of December 31 and March 31, 2017 was $6.8 million and $14.2 million, respectively, and represents an accrual based on the fair value of the awards on those dates. The decrease in the liability during the nine months endedDecember 31, 2017 resulted from the payout in June 2017 of the awards granted in June 2014, partially offset by the value of the new awards granted in June 2017. Any changes in fair value of the awards in future quarters will increase or decrease the liability and impact results in those periods. The effect, either positive or negative, on future period earnings can vary based on factors including changes in our stock price or the stock prices of the peer group companies, as well as changes in other market and company-specific assumptions that are factored into the calculation of fair value of the performance cash awards.

Changes in the fair values of performance cash awards reduced compensation expense by $0.8 million during the three months ended December 31, 2017 and increased compensation expense by $3.1 million, $0.6 million and $5.6 million during the three months endedDecember 31, 2016 and nine months endedDecember 31, 2017 and 2016, respectively.

29

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 8 — EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

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:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
Options:
Outstanding	2,729,888		2,150,235		2,791,193		1,720,164
Weighted average exercise price	$	38.12	$	28.51	$	39.88	$	32.90
Restricted stock awards:
Outstanding	681,571		404,772		432,596		486,340
Weighted average price	$	8.67	$	15.06	$	23.25	$	27.92

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Loss (in thousands):
Loss available to common stockholders – basic	$	(8,273	)	$	(21,927	)	$	(94,757	)	$	(92,496	)
Interest expense on assumed conversion of 4½% Convertible Senior Notes, net of tax (1)	—			—			—			—
Loss available to common stockholders – diluted	(8,273		)	(21,927		)	(94,757		)	(92,496		)
Shares:
Weighted average number of common shares outstanding – basic	35,368,212			35,095,240			35,260,746			35,021,463
Assumed conversion of 4½% Convertible Senior Notes outstanding during period (1)	—			—			—			—
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method	—			—			—			—
Weighted average number of common shares outstanding – diluted (2)	35,368,212			35,095,240			35,260,746			35,021,463
Basic loss per common share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)
Diluted loss per common share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)

_____________

⁽¹⁾  Diluted earnings per common share for three and nine months endedDecember 31, 2017 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 December 31, 2017, 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 earnings per share for the three and nine months endedDecember 31, 2017 as our average stock price during these periods 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 the three and nine months endedDecember 31, 2017, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 3.

30

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Accumulated Other Comprehensive Income

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)			Total
Balance as of March 31, 2017	$	(149,721	)	$	(178,556	)	$	(328,277	)
Other comprehensive income before reclassification	20,924			—			20,924
Reclassified from accumulated other comprehensive income	—			—			—
Net current period other comprehensive income	20,924			—			20,924
Foreign exchange rate impact	18,885			(18,885		)	—
Balance as of December 31, 2017	$	(109,912	)	$	(197,441	)	$	(307,353	)

_____________ 

⁽¹⁾  Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

31

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 9 — 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 and Egypt. 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. The Asia Pacific region comprises all our operations and affiliates in Australia and Southeast 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 previously included in Corporate and other.

The following tables show region information for the three and nine months endedDecember 31, 2017 and 2016 and as of September 30 and March 31, 2017, where applicable, reconciled to consolidated totals, and prepared on the same basis as our condensed consolidated financial statements (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Region gross revenue from external clients:
Europe Caspian	$	196,958		$	179,632		$	592,280		$	566,290
Africa	48,712			50,516			149,289			156,422
Americas	58,468			52,362			173,431			166,651
Asia Pacific	55,691			52,857			167,421			167,256
Corporate and other	906			2,076			4,099			7,689
Total region gross revenue	$	360,735		$	337,443		$	1,086,520		$	1,064,308
Intra-region gross revenue:
Europe Caspian	$	1,481		$	1,278		$	4,000		$	5,308
Africa	—			—			—			—
Americas	2,147			977			6,391			2,939
Asia Pacific	—			—			—			1
Corporate and other	5			38			27			317
Total intra-region gross revenue	$	3,633		$	2,293		$	10,418		$	8,565
Consolidated gross revenue:
Europe Caspian	$	198,439		$	180,910		$	596,280		$	571,598
Africa	48,712			50,516			149,289			156,422
Americas	60,615			53,339			179,822			169,590
Asia Pacific	55,691			52,857			167,421			167,257
Corporate and other	911			2,114			4,126			8,006
Intra-region eliminations	(3,633		)	(2,293		)	(10,418		)	(8,565		)
Total consolidated gross revenue	$	360,735		$	337,443		$	1,086,520		$	1,064,308

32

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Earnings from unconsolidated affiliates, net of losses – equity method investments:
Europe Caspian	$	34		$	125		$	125		$	241
Americas	2,097			831			3,712			4,954
Corporate and other	(135		)	(190		)	(443		)	(461		)
Total earnings from unconsolidated affiliates, net of losses – equity method investments	$	1,996		$	766		$	3,394		$	4,734
Consolidated operating loss:
Europe Caspian	$	5,312		$	(303	)	$	19,610		$	18,468
Africa	10,470			10,441			28,353			19,954
Americas	5,308			2,226			11,535			5,790
Asia Pacific	(941		)	(9,012		)	(19,374		)	(24,480		)
Corporate and other	(19,055		)	(21,575		)	(68,709		)	(78,869		)
Loss on disposal of assets	(4,591		)	(874		)	(12,418		)	(13,077		)
Total consolidated operating loss (1)	$	(3,497	)	$	(19,097	)	$	(41,003	)	$	(72,214	)
Depreciation and amortization:
Europe Caspian	$	12,771		$	11,185		$	36,789		$	33,594
Africa	3,664			4,007			10,330			12,680
Americas	6,909			7,060			20,906			25,669
Asia Pacific	4,479			4,973			15,347			13,586
Corporate and other	3,859			2,543			10,747			7,525
Total depreciation and amortization (2)	$	31,682		$	29,768		$	94,119		$	93,054

	December 31,   2017		March 31,    2017
Identifiable assets:
Europe Caspian	$	955,122	$	1,091,536
Africa	414,162		325,719
Americas	857,463		809,071
Asia Pacific	330,210		433,614
Corporate and other (3)	410,200		453,907
Total identifiable assets	$	2,967,157	$	3,113,847

Investments in unconsolidated affiliates – equity method investments:
Europe Caspian	$	350	$	257
Americas	201,422		200,362
Corporate and other	3,057		3,257
Total investments in unconsolidated affiliates – equity method investments	$	204,829	$	203,876

_____________ 

⁽¹⁾  Results for the three and nine months ended December 31, 2017, were positively impacted by a reduction to rent expense of $13.1 million (included in direct costs) impacting Europe Caspian and Asia Pacific regions by $7.1 million and $6.0 million, respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 1.

⁽²⁾  Includes accelerated depreciation expense of $1.1 million during the three months ended December 31, 2016 related to aircraft where management made the decision to exit these model types earlier than originally anticipated in our Africa region. Includes accelerated depreciation expense of $9.3 million during the nine months endedDecember 31, 2016 related to aircraft where management made the decision to exit these model types earlier than originally anticipated in our Europe Caspian, Americas and Africa regions of $0.4 million, $3.9 million and $5.0 million, respectively. For further details, see Note 1.

⁽³⁾  Includes $69.1 million and $199.3 million ofconstruction in progress within property and equipment on our condensed consolidated balance sheets as of December 31 and March 31, 2017, respectively, which primarily represents progress payments on aircraft to be delivered in future periods.

33

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Note 10 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In connection with the issuance of the 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) and the 4½% Convertible Senior Notes, the Guarantor Subsidiaries fully, unconditionally, jointly and severally guaranteed the payment obligations under these 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 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.

34

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Operations

Three Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Gross revenue	$	188		$	47,377		$	313,170		$	—		$	360,735
Intercompany revenue	—			28,608			—			(28,608		)	—
	188			75,985			313,170			(28,608		)	360,735
Operating expense:
Direct cost and reimbursable expense	81			49,540			236,968			—			286,589
Intercompany expenses	—			—			28,608			(28,608		)	—
Depreciation and amortization	3,048			12,489			16,145			—			31,682
General and administrative	13,937			6,514			22,915			—			43,366
	17,066			68,543			304,636			(28,608		)	361,637
Gain (loss) on disposal of assets	(1,757		)	(3,657		)	823			—			(4,591		)
Earnings from unconsolidated affiliates, net of losses	(11,503		)	—			1,996			11,503			1,996
Operating income (loss)	(30,138		)	3,785			11,353			11,503			(3,497		)
Interest expense, net	(9,480		)	(5,008		)	(4,605		)	—			(19,093		)
Other income (expense), net	(16		)	227			(977		)	—			(766		)
Income (loss) before (provision) benefit for income taxes	(39,634		)	(996		)	5,771			11,503			(23,356		)
Allocation of consolidated income taxes	31,373			(1,791		)	(16,163		)	—			13,419
Net loss	(8,261		)	(2,787		)	(10,392		)	11,503			(9,937		)
Net (income) loss attributable to noncontrolling interests	(12		)	—			1,676			—			1,664
Net loss attributable to Bristow Group	$	(8,273	)	$	(2,787	)	$	(8,716	)	$	11,503		$	(8,273	)

35

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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		)
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	)

36

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Operations

Nine Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Gross revenue	$	188		$	140,104		$	946,228		$	—		$	1,086,520
Intercompany revenue	—			92,518			—			(92,518		)	—
	188			232,622			946,228			(92,518		)	1,086,520
Operating expense:
Direct cost and reimbursable expense	3,350			147,829			733,314			—			884,493
Intercompany expenses	—			—			92,518			(92,518		)	—
Depreciation and amortization	8,981			38,209			46,929			—			94,119
General and administrative	50,924			17,899			69,872			—			138,695
	63,255			203,937			942,633			(92,518		)	1,117,307
Loss on impairment	—			(1,192		)	—			—			(1,192		)
Gain (loss) on disposal of assets	(1,757		)	7,356			(18,017		)	—			(12,418		)
Earnings from unconsolidated affiliates, net of losses	(22,506		)	—			3,394			22,506			3,394
Operating income (loss)	(87,330		)	34,849			(11,028		)	22,506			(41,003		)
Interest expense, net	(29,174		)	(16,811		)	(7,692		)	—			(53,677		)
Other income (expense), net	(142		)	(529		)	818			—			147
Income (loss) before (provision) benefit for income taxes	(116,646		)	17,509			(17,902		)	22,506			(94,533		)
Allocation of consolidated income taxes	21,925			(7,896		)	(16,575		)	—			(2,546		)
Net income (loss)	(94,721		)	9,613			(34,477		)	22,506			(97,079		)
Net (income) loss attributable to noncontrolling interests	(36		)	—			2,358			—			2,322
Net income (loss) attributable to Bristow Group	$	(94,757	)	$	9,613		$	(32,119	)	$	22,506		$	(94,757	)

37

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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		)
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 loss	(92,455		)	(13,417		)	(9,260		)	17,905			(97,227		)
Net (income) loss attributable to noncontrolling interests	(40		)	—			4,771			—			4,731
Net loss attributable to Bristow Group	$	(92,495	)	$	(13,417	)	$	(4,489	)	$	17,905		$	(92,496	)

38

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net loss	$	(8,261	)	$	(2,787	)	$	(10,392	)	$	11,503		$	(9,937	)
Other comprehensive loss:
Currency translation adjustments	—			(18		)	1,116			(1,155		)	(57		)
Total comprehensive loss	(8,261		)	(2,805		)	(9,276		)	10,348			(9,994		)
Net (income) loss attributable to noncontrolling interests	(12		)	—			1,676			—			1,664
Currency translation adjustments attributable to noncontrolling interests	—			—			(17		)	—			(17		)
Total comprehensive (income) loss attributable to noncontrolling interests	(12		)	—			1,659			—			1,647
Total comprehensive loss attributable to Bristow Group	$	(8,273	)	$	(2,805	)	$	(7,617	)	$	10,348		$	(8,347	)

39

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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	)

40

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net income (loss)	$	(94,721	)	$	9,613	$	(34,477	)	$	22,506		$	(97,079	)
Other comprehensive income (loss):
Currency translation adjustments	—			626		29,686			(9,918		)	20,394
Total comprehensive income (loss)	(94,721		)	10,239		(4,791		)	12,588			(76,685		)
Net (income) loss attributable to noncontrolling interests	(36		)	—		2,358			—			2,322
Currency translation adjustments attributable to noncontrolling interests	—			—		530			—			530
Total comprehensive (income) loss attributable to noncontrolling interests	(36		)	—		2,888			—			2,852
Total comprehensive income (loss) attributable to Bristow Group	$	(94,757	)	$	10,239	$	(1,903	)	$	12,588		$	(73,833	)

41

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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 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	)

42

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Balance Sheet

As of December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	27,895		$	—		$	90,875		$	(922	)	$	117,848
Accounts receivable	148,115			419,838			320,897			(674,071		)	214,779
Inventories	—			31,623			102,370			—			133,993
Assets held for sale	—			25,265			5,773			—			31,038
Prepaid expenses and other current assets	2,427			5,234			36,007			—			43,668
Total current assets	178,437			481,960			555,922			(674,993		)	541,326
Intercompany investment	2,387,382			104,435			136,627			(2,628,444		)	—
Investment in unconsolidated affiliates	—			—			211,115			—			211,115
Intercompany notes receivable	166,341			36,358			157,575			(360,274		)	—
Property and equipment—at cost:
Land and buildings	4,806			58,252			178,734			—			241,792
Aircraft and equipment	157,421			1,135,071			1,218,830			—			2,511,322
	162,227			1,193,323			1,397,564			—			2,753,114
Less: Accumulated depreciation and amortization	(38,062		)	(257,033		)	(378,835		)	—			(673,930		)
	124,165			936,290			1,018,729			—			2,079,184
Goodwill	—			—			20,299			—			20,299
Other assets	9,471			1,961			103,822			(21		)	115,233
Total assets	$	2,865,796		$	1,561,004		$	2,204,089		$	(3,663,732	)	$	2,967,157
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	348,871		$	203,517		$	190,827		$	(655,787	)	$	87,428
Accrued liabilities	48,284			4,391			157,341			(17,975		)	192,041
Short-term borrowings and current maturities of long-term debt	40,087			20,335			32,714			—			93,136
Total current liabilities	437,242			228,243			380,882			(673,762		)	372,605
Long-term debt, less current maturities	513,801			277,442			311,522			—			1,102,765
Intercompany notes payable	187,531			133,087			40,757			(361,375		)	—
Accrued pension liabilities	—			—			54,291			—			54,291
Other liabilities and deferred credits	13,570			7,660			16,538			—			37,768
Deferred taxes	78,937			47,494			15,494			(21		)	141,904
Redeemable noncontrolling interest	—			—			3,859			—			3,859
Stockholders’ investment:
Common stock	381			20,028			131,317			(151,345		)	381
Additional paid-in-capital	844,825			45,306			284,048			(329,354		)	844,825
Retained earnings	894,684			800,730			674,765			(1,475,495		)	894,684
Accumulated other comprehensive loss	78,306			1,014			285,707			(672,380		)	(307,353		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,633,400			867,078			1,375,837			(2,628,574		)	1,247,741
Noncontrolling interests	1,315			—			4,909			—			6,224
Total stockholders’ investment	1,634,715			867,078			1,380,746			(2,628,574		)	1,253,965
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	$	2,865,796		$	1,561,004		$	2,204,089		$	(3,663,732	)	$	2,967,157

43

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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
Current 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 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

44

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(105,817	)	$	34,995		$	62,437		$	(922	)	$	(9,307	)
Cash flows from investing activities:
Capital expenditures	(8,182		)	(7,755		)	(97,984		)	77,480			(36,441		)
Proceeds from asset dispositions	—			85,760			40,267			(77,480		)	48,547
Proceeds from OEM cost recoveries	—			—			94,463			—			94,463
Net cash provided by (used in) investing activities	(8,182		)	78,005			36,746			—			106,569
Cash flows from financing activities:
Proceeds from borrowings	318,550			—			230,218			—			548,768
Debt issuance costs	(2,558		)	(552		)	(8,543		)	—			(11,653		)
Repayment of debt	(569,325		)	(13,137		)	(27,205		)	—			(609,667		)
Purchase of 4½% Convertible Senior Notes call option	(40,393		)	—			—			—			(40,393		)
Proceeds from issuance of warrants	30,259			—			—			—			30,259
Dividends paid	110,637			—			(113,102		)	—			(2,465		)
Increases (decreases) in cash related to intercompany advances and debt	291,969			(99,610		)	(192,359		)	—			—
Partial prepayment of put/call obligation	(36		)	—			—			—			(36		)
Repurchases for tax withholdings on vesting of equity awards	(591		)	—			—			—			(591		)
Net cash provided by (used in) financing activities	138,512			(113,299		)	(110,991		)	—			(85,778		)
Effect of exchange rate changes on cash and cash equivalents	—			—			9,708			—			9,708
Net increase (decrease) in cash and cash equivalents	24,513			(299		)	(2,100		)	(922		)	21,192
Cash and cash equivalents at beginning of period	3,382			299			92,975			—			96,656
Cash and cash equivalents at end of period	$	27,895		$	—		$	90,875		$	(922	)	$	117,848

45

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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	$	(87,634	)	$	39,771		$	36,712		$	(2,947	)	$	(14,098	)
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
Investment in unconsolidated affiliate	—			290			—			—			290
Net cash 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		)
Repurchases for tax withholdings on vesting of equity awards	(762		)	—			—			—			(762		)
Net cash provided by (used in) financing activities	70,175			(35,255		)	57,061			—			91,981
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

46

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Bristow Group Inc.:

We have reviewed the condensed consolidated balance sheets of Bristow Group Inc. and subsidiaries as of December 31, 2017, the related condensed consolidated statements of operations and comprehensive loss, for the three-month and nine-month periods ended December 31, 2017 and 2016, the related condensed consolidated statements of cash flows for the nine-month periods ended December 31, 2017 and 2016, and the related condensed consolidated statements of changes in equity and redeemable noncontrolling interest for the nine-month period ended December 31, 2017. These condensed consolidated financial statements are the responsibility of the Company’s management.

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

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Bristow Group Inc. and subsidiaries as of March 31, 2017, and the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ investment and redeemable noncontrolling interests for the year then ended (not presented herein); and in our report dated May 23, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

Houston, Texas

February 8, 2018

47

Item 2.    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 the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 (the “fiscal year 2017 Annual Report”) and the MD&A contained therein. In the discussion that follows, the terms “Current Quarter” and “Comparable Quarter” refer to the three months ended December 31, 2017 and 2016, respectively, and the terms “Current Period” and “Comparable Period” refer to the nine months endedDecember 31, 2017 and 2016, respectively. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 2018 is referred to as “fiscal year 2018”.

Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (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, 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”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “would”, “could” or other similar words; however, all statements in this Quarterly 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 Quarterly 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:

• 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 obtain financing or draw on our credit facilities on terms that are favorable to us;

• the possibility that we may lack sufficient liquidity or access to additional financing sources to continue to finance contractual commitments;

• 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 Brexit;

• the possibility that we may be unable to maintain compliance with debt covenants;

• the existence of competitors;

48

• 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 clients may reject our aircraft due to late delivery or unacceptable aircraft design or operability; 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 in the fiscal year 2017 Annual Report.

All forward-looking statements in this Quarterly Report are qualified by these cautionary statements and are only made as of the date of this Quarterly 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.

49

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.

General

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, Russia and Trinidad. We provide private sector SAR services in Australia, Canada, Norway, Russia, Trinidad and the United States. We provide public sector SAR services in the U.K. on behalf of the Maritime & Coastguard Agency. 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”) and Capiteq Limited, operating under the name of Airnorth, respectively. These operations support our primary industrial aviation services operations in those markets, creating a more integrated logistics solution for our clients.

In fiscal year 2013, Bristow Helicopters was awarded a contract with the U.K. Department for Transport (the “DfT”) to provide public sector SAR services for all of the U.K. (the “U.K. SAR contract”). 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.

During the Current Period, we generated approximately 69% of our consolidated operating revenue from external clients from oil and gas operations, approximately 16% from SAR operations and approximately 15% from fixed wing 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 clients charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our clients also charter our helicopters to transport time-sensitive equipment to these offshore locations. These clients’ 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 clients for SAR services include both the oil and gas industry, where our revenue is primarily dependent on our clients’ operating expenditures, and governmental agencies, where our revenue is dependent on a country’s desire to privatize SAR and enter into long-term contracts. As of December 31, 2017, we operated 292 aircraft (including 190 owned aircraft and 102 leased aircraft; 9 of the owned aircraft are held for sale) and our unconsolidated affiliates operated 114 aircraft in addition to those aircraft leased from us.

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The chart below presents (1) the number of aircraft in our fleet and their distribution among the regions of our industrial aviation services segment as of December 31, 2017; (2) the number of helicopters which we had on order or under option as of December 31, 2017; and (3) the percentage of operating revenue which each of our regions provided during the Current Period. For additional information regarding our commitments and options to acquire aircraft, see Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

	Percentage of Current Period Operating Revenue		Aircraft in Consolidated Fleet
			Helicopters			Fixed Wing (1)		Unconsolidated Affiliates (4)
			Small	Medium	Large		Total(2)(3)		Total
Europe Caspian	54	%	—	16	79	32	127	—	127
Africa	14	%	9	28	5	5	47	48	95
Americas	17	%	16	41	16	—	73	66	139
Asia Pacific	15	%	—	10	21	14	45	—	45
Total	100	%	25	95	121	51	292	114	406
Aircraft not currently in fleet: (5)
On order			—	—	27	—	27
Under option			—	—	4	—	4

_____________ 

⁽¹⁾  Eastern Airways operates a total of 32 fixed wing aircraft in the Europe Caspian region and provides technical support for three fixed wing aircraft in the Africa region. Additionally, Airnorth operates a total of 14 fixed wing aircraft, which are included in the Asia Pacific region.

⁽²⁾  Includes 9 aircraft held for sale and 102 leased aircraft as follows:

	Held for Sale Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Fixed Wing	Total
Europe Caspian	—	2	—	—	2
Africa	—	1	—	1	2
Americas	—	4	—	—	4
Asia Pacific	—	—	—	1	1
Total	—	7	—	2	9
	Leased Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Fixed Wing	Total
Europe Caspian	—	6	40	14	60
Africa	—	1	2	2	5
Americas	3	14	6	—	23
Asia Pacific	—	3	7	4	14
Total	3	24	55	20	102

⁽³⁾  The average age of our helicopter fleet was approximately nine years as ofDecember 31, 2017.

⁽⁴⁾  The 114 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us. Includes 44 helicopters (primarily medium) and 22 fixed wing aircraft owned and managed by Líder Táxi Aéreo S.A. (“Líder”), our unconsolidated affiliate in Brazil included in the Americas region, and 41 helicopters and seven fixed wing aircraft owned by Petroleum Air Services (“PAS”), our unconsolidated affiliate in Egypt included in the Africa region.

⁽⁵⁾  This table does not reflect aircraft which our unconsolidated affiliates may have on order or under option.

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The commercial aircraft in our consolidated fleet represented in the above chart 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 progress. 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. Our historical LACE and LACE rate is as follows:

	Current Period (1)		Fiscal Year Ended March 31,
			2017		2016		2015		2014		2013
LACE	171		174		162		166		158		158
LACE Rate (in millions)	$	6.85	$	6.63	$	8.85	$	9.33	$	9.34	$	8.35

_____________ 

⁽¹⁾  LACE rate is annualized.

The following table presents the distribution of LACE helicopters owned and leased, and the percentage of LACE leased as of December 31, 2017. 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
	Owned Aircraft	Leased Aircraft	Percentage of LACE leased
Europe Caspian	43	43	50	%
Africa	18	3	12	%
Americas	25	14	36	%
Asia Pacific	18	9	33	%
Total	104	68	40	%

Our Strategy

Our goal is to strengthen our position as the leading industrial aviation services provider to the offshore energy industry and a leading industrial aviation services provider for civilian SAR and to pursue additional business opportunities that leverage our strengths in these markets. Our vision is to be a safe, financially strong, diversified global leader, succeeding no matter how challenging market conditions may be. To achieve this goal and vision, we intend to employ our “STRIVE” strategy as follows:

• Sustain Target Zero Safety Culture. Safety will always be our number one focus. The best approach to be Target Zero is 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.

• 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 our 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.

• Improve Balance Sheet and Return on Capital. We seek to continue to improve our balance sheet and liquidity and reduce our capital costs, with a goal of debt reduction and profitability. To achieve this we have historically practiced the principal of prudent balance sheet management and have proactively managed our liquidity position with cash flows from operations, as well as external financings. These external financings have included 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 December 31, 2017, 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 Quarterly Report for further discussion of our capital structure and liquidity.

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• Value Added Acquisitions and Divestitures. We intend to pursue value-added acquisitions that not just make us bigger but better; that improve our competitive posture to thrive in an economy that is undergoing long-term structural change. We may also divest of portions of our business or assets to narrow our product lines and reduce our operational footprint to reduce leverage and improve return on capital.

• Execute on Bristow Transformation. We intend to sustain our strategy and the effective transformation of our business by focusing on execution globally.

Fiscal year 2018 STRIVE priorities — During fiscal year 2018, we are employing the following priorities in furtherance of the STRIVE strategy: (1) maintaining safety as our first priority; (2) achieving cost efficiencies, including the reduction of corporate general and administrative expenses to approximately 12% of revenues, while also implementing lean processes and improving productivity; (3) utilizing portfolio and fleet optimization, combined with pursuing original equipment manufacturers (“OEM”) cost recoveries and capital expenditure reduction to improve liquidity and reduce debt; and (4) achieving revenue growth through contract wins in our primary geographical hubs with a focus on delivering greater efficiencies to our core oil and gas clients.

Market Outlook

Our core business is providing industrial aviation services to the worldwide oil and gas industry. We also provide public and private sector SAR services and fixed wing transportation services. Our global operations and critical mass of helicopters provide us with geographic and client diversity which helps mitigate risks associated with a single market or client.

The oil and gas business environment experienced a significant downturn beginning during fiscal year 2015. Brent crude oil prices declined from approximately $106 per barrel as of July 1, 2014 to a low of approximately $26 per barrel in February 2016, with an increase to approximately $60 per barrel as of December 31, 2017. The decrease in oil prices was driven by increased global supply 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 clients and resulted in their implementation of measures to reduce operational and capital costs, negatively impacting activity beginning in fiscal year 2015. These cost reductions have continued into fiscal year 2018 and have impacted both the offshore production and the offshore exploration activity of our clients, with offshore production activity being impacted to a lesser extent. Although the largest share of our revenue relates to oil and gas production and our largest contract, the U.K. SAR contract, is not directly impacted by declining oil prices, the significant drop in the price of crude oil resulted in the rescaling, delay or cancellation of planned offshore projects which 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, but we are uncertain as to when a recovery in offshore spending will occur. An extended period of reduced crude oil prices and related 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 clients 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.

Through the continued downturn we have been successful in preserving our liquidity and managing revenue and margin declines through cost reductions and capital efficiencies, diversification into other lines of service, such as SAR and fixed wing services, OEM cost recoveries and public and private financings.

Additionally, we have taken 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. We achieved approximately $80.0 million of annualized cost reductions and cash savings in fiscal year 2017 relative to our original fiscal year 2017 operating plan by proactively implementing operating cost initiatives, and further cost reductions and cash savings have been put into effect during fiscal year 2018.

• We increased our financial flexibility by amending certain financial covenants in each of our senior secured credit agreements and entering into new secured equipment financings that resulted in aggregate proceeds of $630 million funded in fiscal years 2017 and 2018. Additionally, in December 2017, we completed the sale of $143.8 million of 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”) as discussed in Note 3 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report and under “Recent Events” below.

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• We worked with our OEMs to defer approximately $190 million of capital expenditures relating to fiscal years 2018 through 2020 into fiscal year 2020 and beyond and expect to achieve approximately $130 million in cost recoveries from OEMs in fiscal year 2018 related to ongoing aircraft issues, of which $125 million was recovered in the Current Quarter.

• In 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 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, Bristow is better positioned to win contracts because it is 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 expect to preserve approximately $10 million of cash annually.

Recent Events

4½% Convertible Senior Notes — On December 18, 2017, we issued and sold $143.8 million of the 4½% Convertible Senior Notes. The proceeds were used to repay $89.6 million of the $350 million term loan (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, with the remainder available for general corporate purposes. Additional details regarding the 4½% Convertible Senior Notes are provided in Note 3 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Tax Cuts and Jobs Act — On December 22, 2017, the United States Congress enacted the Tax Cuts and Jobs Act (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 takes effect on January 1, 2018. Further, the Act provides 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 have made reasonable estimates for the change in the U.S. federal corporate income tax rate and one-time “deemed repatriation” of accumulated foreign earnings. We estimate the revaluation of U.S. net deferred tax liabilities will result in a one-time tax benefit of approximately $75.6 million offset by an estimated $61.5 million in tax expense as a result of the “deemed repatriation” of foreign earnings. We are still analyzing certain aspects of the Act and refining our calculations.

Because of the complexity, we are continuing to evaluate certain provisions of the Act which may have an impact on our income taxes beginning after fiscal year 2018. 

Bristow Academy sale — On November 1, 2017, we sold our 100% interest in Bristow Academy, as we continue to execute on our priority to optimize our business portfolio to improve our competitive position during the market downturn. The sales price is 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 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.

The sale of this non-core business resulted in total charges recorded in the Current Quarter and Current Period of $0.7 million and $7.2 million, respectively, which resulted from the combined loss on the sale and related impairment of assets included in loss on disposal of assets on our condensed 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.

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Fleet updates — 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 NCAA issued safety and operational directives which 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 sole H225LP model aircraft in Norway, our thirteen H225LP model aircraft in the U.K. or our six H225LP model aircraft in Australia, or for search and rescue purposes, including training and missions, any of our other four H225LP model aircraft in Norway or our other three H225LP model aircraft in Australia. We are carefully evaluating next steps and demand for the H225LP model aircraft in our oil and gas and search and rescue operations worldwide, with the safety of passengers and crews remaining our highest priority. During the three months ended December 31, 2017, we returned three of these H225LP models to the lessor; two were previously operating in Australia and one was previously operating in the U.K. During February 2018, we returned one H225LP model to the lessor that was previously operating in the U.K.

Separately, our efforts to successfully integrate AW189 aircraft into service for the U.K. SAR contract have been delayed due to a product improvement plan with the aircraft. As a result, the acceptance of four AW189 aircraft will be pushed 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 approximately $130.0 million related to ongoing aircraft issues mentioned above, of which $125.0 million was recovered during the Current Quarter. For further details on the accounting treatment, see Note 1 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly 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 (“Term Loan Credit Facility”), $93.7 million of the Term Loan and $103.0 million of the $400 million revolving credit facility (“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 — On June 8, 2017, we announced structural and leadership changes intended to create a strategically realigned and profitable company in an unprecedented downturn. The new Bristow will have two primary geographical hubs in key areas of business, Europe and the Americas, resulting 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 Quarterly 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.

Brexit — In a referendum held on June 23, 2016, voters in the U.K. approved the exit of the U.K. (“Brexit”) 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 starts a two-year time period for the U.K. and the remaining E.U. Member States to negotiate a withdrawal agreement.

For the Current Period and the year ended March 31, 2017, approximately 36% of our revenue was derived from contracts with customers in the U.K. and approximately 18% and 16% of our revenue was derived from contracts with customers in other European markets, respectively.

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The consequences of Brexit, together with what may be 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 customers 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 divergent national laws and regulations as the U.K. government determines which E.U. laws to modify or replace. Brexit also exacerbates the potential for additional referendums within the U.K., such as Scotland, which could lead to a breakup of the U.K., creating further legal and regulatory uncertainty.

The Brexit vote has resulted in a significant decline in the value of British pound sterling and volatility in exchange rates is expected to continue as the terms of Brexit are negotiated. If the British pound sterling remains weak or continues to weaken, revenue under contracts denominated in British pound sterling will translate into fewer U.S. dollars. For the Current Period, revenue denominated in British pound sterling represented 34% of our revenue. The uncertainties surrounding Brexit and risks associated with the commencement of Brexit could have a material adverse effect on our current business and future growth. For discussion of the impact of changes in foreign currency exchange rates, including the British pound sterling, on our results, see “— Results of Operations — Current Quarter Compared to Comparable Quarter” and “— Results of Operations — Current Period Compared to Comparable Period” included elsewhere in this Quarterly Report.

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% devaluation of the naira versus the U.S. dollar from June 30, 2016 to December 31, 2017. For discussion of the impact of changes in foreign currency exchange rates, including the naira, on our results, see “— Results of Operations — Current Quarter Compared to Comparable Quarter” and “— Results of Operations — Current Period Compared to Comparable Period” included elsewhere in this Quarterly Report.

Selected Regional Perspectives

Brazil represents a significant part of our long term helicopter growth outlook due to its concentration and size of its offshore oil reserves. However, in the short term, Brazil and specifically, Petrobras, continues to evidence uncertainty as the price of oil and Petrobras’ restructuring efforts have impacted the helicopter industry. Petrobras did not release any new tenders for multiple medium and large aircraft that were expected to commence in calendar year 2016. While this represents a contraction in short-term demand, Brazil’s impact on long-term helicopter demand is expected to be material. Petrobras represented 64% and 66% of Líder’s operating revenue in calendar years 2017 and 2016, respectively. As of December 31, 2017, we have no aircraft on lease to Líder.

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 to request information and/or proposals. Petrobras’ new management has implemented a five-year business and management plan focused on divestment, mostly of its non-core businesses. Overall, the Brazilian market outlook has improved compared to the prior year for Líder with opportunities for growth.

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 from unconsolidated affiliates. Earnings 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) providing technical aviation maintenance services through a wholly-owned Bristow Group entity, BGI Aviation Technical Services Nigeria Limited (“BATS”), and (c) each of BHNL, PAAN and BATS 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.

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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 the Current Period, 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. The Brexit event discussed above and elsewhere in this Quarterly Report is an example of this exposure and possible impact on our results of operations.

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Results of Operations

The following table presents our operating results and other statement of operations information for the applicable periods:

	Three Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016
	(In thousands, except per share amounts, percentages and flight hours)
Gross revenue:
Operating revenue	$	345,528		$	324,353		$	21,175		6.5	%
Reimbursable revenue	15,207			13,090			2,117			16.2	%
Total gross revenue	360,735			337,443			23,292			6.9	%
Operating expense:
Direct cost	271,864			260,343			(11,521		)	(4.4	)%
Reimbursable expense	14,725			12,206			(2,519		)	(20.6	)%
Depreciation and amortization	31,682			29,768			(1,914		)	(6.4	)%
General and administrative	43,366			45,409			2,043			4.5	%
Total operating expense	361,637			347,726			(13,911		)	(4.0	)%
Loss on impairment	—			(8,706		)	8,706			100.0	%
Loss on disposal of assets	(4,591		)	(874		)	(3,717		)	*
Earnings from unconsolidated affiliates, net of losses	1,996			766			1,230			160.6	%
Operating loss	(3,497		)	(19,097		)	15,600			81.7	%
Interest expense, net	(19,093		)	(12,179		)	(6,914		)	(56.8	)%
Other income (expense), net	(766		)	1,668			(2,434		)	(145.9	)%
Loss before benefit for income taxes	(23,356		)	(29,608		)	6,252			21.1	%
Benefit for income taxes	13,419			3,560			9,859			*
Net loss	(9,937		)	(26,048		)	16,111			61.9	%
Net loss attributable to noncontrolling interests	1,664			4,121			(2,457		)	(59.6	)%
Net loss attributable to Bristow Group	$	(8,273	)	$	(21,927	)	$	13,654		62.3	%
Diluted loss per common share	$	(0.23	)	$	(0.62	)	$	0.39		62.9	%
Operating margin (1)	(1.0		)%	(5.9		)%	4.9		%	83.1	%
Flight hours (2)	44,952			40,094			4,858			12.1	%
Non-GAAP financial measures: (3)
Adjusted EBITDA	$	34,964		$	22,918		$	12,046		52.6	%
Adjusted EBITDA margin (1)	10.1		%	7.1		%	3.0		%	42.3	%
Adjusted net loss	$	(18,450	)	$	(10,121	)	$	(8,329	)	(82.3	)%
Adjusted diluted loss per share	$	(0.52	)	$	(0.29	)	$	(0.23	)	(79.3	)%

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	Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016
	(In thousands, except per share amounts, percentages and flight hours)
Gross revenue:
Operating revenue	$	1,043,249		$	1,024,199		$	19,050		1.9	%
Reimbursable revenue	43,271			40,109			3,162			7.9	%
Total gross revenue	1,086,520			1,064,308			22,212			2.1	%
Operating expense:
Direct cost	842,128			831,516			(10,612		)	(1.3	)%
Reimbursable expense	42,365			38,096			(4,269		)	(11.2	)%
Depreciation and amortization	94,119			93,054			(1,065		)	(1.1	)%
General and administrative	138,695			149,278			10,583			7.1	%
Total operating expense	1,117,307			1,111,944			(5,363		)	(0.5	)%
Loss on impairment	(1,192		)	(16,278		)	15,086			92.7	%
Loss on disposal of assets	(12,418		)	(13,077		)	659			5.0	%
Earnings from unconsolidated affiliates, net of losses	3,394			4,777			(1,383		)	(29.0	)%
Operating loss	(41,003		)	(72,214		)	31,211			43.2	%
Interest expense, net	(53,677		)	(34,533		)	(19,144		)	(55.4	)%
Other income (expense), net	147			(1,518		)	1,665			109.7	%
Loss before provision for income taxes	(94,533		)	(108,265		)	13,732			12.7	%
Benefit (provision) for income taxes	(2,546		)	11,038			(13,584		)	(123.1	)%
Net loss	(97,079		)	(97,227		)	148			0.2	%
Net loss attributable to noncontrolling interests	2,322			4,731			(2,409		)	(50.9	)%
Net loss attributable to Bristow Group	$	(94,757	)	$	(92,496	)	$	(2,261	)	(2.4	)%
Diluted loss per common share	$	(2.69	)	$	(2.64	)	$	(0.05	)	(1.9	)%
Operating margin (1)	(3.9		)%	(7.1		)%	3.2		%	45.1	%
Flight hours (2)	135,124			125,835			9,289			7.4	%
Non-GAAP financial measures: (3)
Adjusted EBITDA	$	82,545		$	67,397		$	15,148		22.5	%
Adjusted EBITDA margin (1)	7.9		%	6.6		%	1.3		%	19.7	%
Adjusted net loss	$	(59,198	)	$	(34,415	)	$	(24,783	)	(72.0	)%
Adjusted diluted loss per share	$	(1.68	)	$	(0.98	)	$	(0.70	)	(71.4	)%

_____________ 

* 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 the three months ended December 31, 2017 and 2016 totaling 11,246 and 9,580, respectively, and 32,923 and 30,344, respectively, for the nine months endedDecember 31, 2017 and 2016.

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⁽³⁾  These financial measures have not been prepared in accordance with generally 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 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:

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
	(In thousands, except percentages and per share amounts)
Net loss	$	(9,937	)	$	(26,048	)	$	(97,079	)	$	(97,227	)
Loss on disposal of assets	4,591			874			12,418			13,077
Special items (i)	2,810			9,537			16,352			34,361
Depreciation and amortization	31,682			29,768			94,119			93,054
Interest expense	19,237			12,347			54,189			35,170
(Benefit) provision for income taxes	(13,419		)	(3,560		)	2,546			(11,038		)
Adjusted EBITDA	$	34,964		$	22,918		$	82,545		$	67,397
Benefit (provision) for income taxes	$	13,419		$	3,560		$	(2,546	)	$	11,038
Tax provision (benefit) on loss on disposal of    assets	(2,130		)	(1,953		)	8,061			(5,858		)
Tax provision (benefit) on special items	(15,448		)	5,227			(1,272		)	10,227
Adjusted (provision) benefit for income taxes	$	(4,159	)	$	6,834		$	4,243		$	15,407
Effective tax rate (ii)	57.5		%	12.0		%	(2.7		)%	10.2		%
Adjusted effective tax rate (ii)	(26.1		)%	37.9		%	6.5		%	29.9		%
Net loss attributable to Bristow Group	$	(8,273	)	$	(21,927	)	$	(94,757	)	$	(92,496	)
Loss on disposal of assets (iii)	2,461			(1,079		)	20,479			7,219
Special items (i) (iii)	(12,638		)	12,885			15,080			50,862
Adjusted net loss	$	(18,450	)	$	(10,121	)	$	(59,198	)	$	(34,415	)
Diluted loss per share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)
Loss on disposal of assets (iii)	0.07			(0.03		)	0.58			0.21
Special items (i) (iii)	(0.36		)	0.37			0.43			1.45
Adjusted diluted loss per share (iv)	(0.52		)	(0.29		)	(1.68		)	(0.98		)

_____________ 

⁽ⁱ⁾  See information about special items during the Current Quarter and Comparable Quarter under “— Current Quarter Compared to Comparable Quarter” and Current Period and Comparable Period under “— Current Period Compared to Comparable Period” below.

⁽ⁱⁱ⁾  Effective tax rate is calculated by dividing benefit (provision) for income tax by pretax net loss. Adjusted effective tax rate is calculated by dividing adjusted benefit (provision) for income tax by adjusted pretax net loss. Tax provision (benefit) on loss on disposal of assets and tax provision (benefit) on special items is calculated using the statutory rate of the entity recording the loss on disposal of assets 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 earnings per share is calculated using the diluted weighted average number of shares outstanding of 35,368,212 and 35,095,240 during the Current Quarter and Comparable Quarter, respectively, and of 35,260,746 and 35,021,463 during the Current Period and the Comparable Period, respectively.

Management believes that adjusted EBITDA, adjusted benefit for income taxes, adjusted net loss and adjusted diluted 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.

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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.

Adjusted net loss and adjusted diluted 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 loss and diluted loss 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 tables present region adjusted EBITDA and adjusted EBITDA margin discussed in “— Region Operating Results,” and consolidated adjusted EBITDA and adjusted EBITDA margin for the three and nine months endedDecember 31, 2017 and 2016:

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
	(In thousands, except percentages)
Europe Caspian	$	18,614		$	9,123		$	58,716		$	43,273
Africa	14,206			17,012			40,206			39,350
Americas	12,689			10,039			33,430			34,317
Asia Pacific	4,797			(5,027		)	502			(10,513		)
Corporate and other	(15,342		)	(8,229		)	(50,309		)	(39,030		)
Consolidated adjusted EBITDA	$	34,964		$	22,918		$	82,545		$	67,397
Europe Caspian	9.8		%	5.3		%	10.3		%	7.9		%
Africa	29.6		%	34.3		%	27.4		%	25.7		%
Americas	21.0		%	18.9		%	18.7		%	20.4		%
Asia Pacific	9.5		%	(10.2		)%	0.3		%	(6.8		)%
Consolidated adjusted EBITDA margin	10.1		%	7.1		%	7.9		%	6.6		%

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The following tables present region depreciation and amortization and rent expense for the three and nine months endedDecember 31, 2017and 2016:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
	(In thousands)
Depreciation and amortization:
Europe Caspian	$	12,771	$	11,185	$	36,789	$	33,594
Africa	3,664		4,007		10,330		12,680
Americas	6,909		7,060		20,906		25,669
Asia Pacific	4,479		4,973		15,347		13,586
Corporate and other	3,859		2,543		10,747		7,525
Total depreciation and amortization	$	31,682	$	29,768	$	94,119	$	93,054
Rent expense:
Europe Caspian	$	29,499	$	34,115	$	102,803	$	100,007
Africa	2,048		1,767		6,424		6,101
Americas	6,295		5,638		18,480		16,258
Asia Pacific	2,807		10,247		24,356		28,803
Corporate and other	1,971		1,885		6,456		5,721
Total rent expense	$	42,620	$	53,652	$	158,519	$	156,890

Current Quarter Compared to Comparable Quarter

Operating revenue from external clients by line of service was as follows:

	Three Months Ended   December 31,				Favorable (Unfavorable)
	2017		2016
	(In thousands, except percentages)
Oil and gas services	$	236,655	$	232,287	$	4,368		1.9	%
Fixed wing services	52,476		44,811		7,665			17.1	%
U.K. SAR services	55,659		45,193		10,466			23.2	%
Corporate and other	738		2,062		(1,324		)	(64.2	)%
Total operating revenue	$	345,528	$	324,353	$	21,175		6.5	%

The year-over-year increase in operating revenue was primarily driven by an increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018, an increase in operating revenue from our fixed wing services in our Asia Pacific, Africa and Europe Caspian regions and an increase in operating revenue for our oil and gas services primarily in our Americas and Europe Caspian regions due to an increase in activity. The activity level increase across our business was driven mostly by short term contracts, ad hoc and increased flying on existing contracts as we continue to see stability in certain markets, especially in the North Sea off of Norway and in the shelf in the U.S. Gulf of Mexico. Additionally, revenue increased by $10.8 million compared to the Comparable Quarter due to changes in foreign currency exchange rates, primarily related to the strengthening of the British pound sterling versus the U.S. dollar.

For the Current Quarter, we reported net loss of $8.3 million and a diluted loss per share of $0.23 compared to a net loss of $21.9 million and a diluted loss per share of $0.62 for the Comparable Quarter. The year-over-year change in net loss and diluted loss per share was primarily driven by one-time income tax benefits, higher revenue in the Current Quarter as discussed above, lower rent expense resulting from OEM cost recoveries in Current Quarter and impairment charges on goodwill recorded in the Comparable Quarter that did not recur in the Current Quarter. These favorable changes were partially offset by higher interest expense and higher loss on disposal of assets in the Current Quarter.

62

The net loss for the Current Quarter was significantly impacted by the following special items:

• Organizational restructuring costs of $2.8 million ($2.5 million net of tax) 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

• A non-cash benefit of $15.1 million from tax items including a $75.6 million benefit related to the revaluation of net deferred tax liabilities to a lower tax rate resulting from the enactment of the Act in December 2017 and ongoing impact of valuation of deferred tax assets and recent financings of $1.0 million, partially offset by the impact of deemed repatriation of foreign earnings under the Act of $61.5 million.

Additionally, we had a loss on disposal of assets of $4.6 million ($2.5 million net of tax) during the Current Quarter primarily related to a loss of $3.0 million from the sale or disposal of aircraft and other equipment.

The Current Quarter results also benefited from the impact of OEM cost recoveries related to ongoing aircraft issues that resulted in a $125 million increase in cash and liquidity, a reduction in the carrying value of certain aircraft within our fleet by $94.5 million, a reduction in rent expense of $13.1 million (included in direct costs) and the recording of a liability of $17.4 million as of December 31, 2017. The liability recorded as of December 31, 2017 reflects the value of the OEM cost recoveries to be recorded as a reduction in rent expense in future periods, including $3.5 million to be recorded in the March 2018 quarter.

Excluding the special items described above and the loss on disposal of assets, adjusted net loss and adjusted diluted loss per share were $18.5 million and $0.52, respectively, for the Current Quarter. These adjusted results compare to adjusted net loss and adjusted diluted loss per share of $10.1 million and $0.29, respectively, for the Comparable Quarter. Additionally, adjusted EBITDA improved to $35.0 million in the Current Quarter from $22.9 million in the Comparable Quarter. The benefit from the OEM cost recoveries described above is included with adjusted net income, adjusted earnings per share and adjusted EBITDA in the Current Quarter.

The year-over-year change in adjusted net loss and adjusted diluted loss per share is primarily driven by an adjusted income tax expense in the Current Quarter compared to an adjusted income tax benefit in the Comparable Quarter and an increase in interest expense, partially offset by the increase in U.K. SAR, fixed wing services and oil and gas services revenue discussed above and the benefit from the OEM cost recoveries. The year-over-year change in adjusted EBITDA was primarily driven by the increase in U.K. SAR, fixed wing services and oil and gas services revenue discussed above and the benefit from the OEM cost recoveries.

The table below presents the year-over-year impact of changes in foreign currency exchange rates.

	Three Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016
	(in thousands, except per share amounts)
Revenue impact							$	10,826
Operating expense impact							(9,028		)
Year-over-year income statement translation							1,798
Transaction gains included in other income (expense), net	$	368		$	1,638		(1,270		)
Líder foreign exchange impact included in earnings from unconsolidated affiliates	(757		)	(1,241		)	484
Total	$	(389	)	$	397		(786		)
Pre-tax income statement impact							1,012
Less: Foreign exchange impact on depreciation and amortization and interest expense							605
Adjusted EBITDA impact							$	1,617
Net income impact (tax affected)							$	2,069
Earnings per share impact							$	0.06

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The most significant foreign exchange impact related to a $1.8 million favorable impact from changes in foreign currency exchange rates in the Current Quarter primarily driven by the impact of the appreciating British pound sterling on the translation of our results in our Europe Caspian region. During the Current Quarter, we benefited from the appreciation of the British pound sterling from the Comparable Quarter where a majority of our revenue is contracted in British pound sterling with our expense being more evenly split between U.S. dollars and British pound sterling, resulting in a significant net revenue exposure to the British pound sterling that translated into higher U.S. dollar earnings for reporting purposes. Additionally, results for the Current Quarter were impacted by a $0.5 million decrease in unfavorable foreign currency exchange rate impact from our investment in Líder in Brazil. Partially offsetting these favorable impacts was a $1.3 million unfavorable impact from lower transaction gains in the Current Quarter compared to the Comparable Quarter.

Direct costs increased4.4%, or $11.5 million, year-over-year primarily due to a $7.3 million increase in maintenance expense, a $7.2 million increase in salaries and benefits, a $4.5 million increase in fuel costs and a $4.0 million increase in other direct costs, all of which are attributable to an increase in activity, partially offset by a $11.5 million decrease in rent expense primarily due to OEM cost recoveries.

Reimbursable expense increased20.6%, or $2.5 million, primarily due to new contracts in our Asia Pacific region and Norway.

Depreciation and amortization expense increased6.4%, or $1.9 million, to $31.7 million for the Current Quarter from $29.8 million for the Comparable Quarter. The increase in depreciation and amortization expense is primarily due to additional new aircraft and information technology costs being capitalized and depreciated in the Current Quarter, partially offset by a $0.7 million reduction to depreciation expense related to OEM cost recoveries.

General and administrative expense decreased4.5%, or $2.0 million, in the Current Quarter, as compared to the Comparable Quarter primarily due to a decrease in compensation expense of $2.6 million primarily resulting from a reduction in long-term incentive compensation costs, partially offset by an increase of $0.6 million primarily related to information technology costs.

Loss on impairment for the Comparable Quarter includes $8.7 million of goodwill impairments related to Eastern Airways. For further details, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Loss on disposal of assets increased $3.7 million to a loss of $4.6 million for the Current Quarter from a loss of $0.9 million for the Comparable Quarter. The loss on disposal of assets in the Current Quarter included a loss of $3.0 million from the sale or disposal of aircraft and other equipment and impairment charges totaling $1.6 million related to assets held for sale. During the Comparable Quarter, the loss on disposal of assets included impairment charges totaling $0.2 million related to assets held for sale and a loss of $0.7 million from the sale or disposal of aircraft and other equipment.

Earnings from unconsolidated affiliates, net of losses, increased$1.2 million to earnings of $2.0 million for the Current Quarter from earnings of $0.8 million in the Comparable Quarter. The increase in earnings from unconsolidated affiliates, net of losses, primarily resulted from an increase in earnings from our investment in Líder in Brazil to $2.7 million of earnings in the Current Quarter from $1.5 million in earnings in the Comparable Quarter primarily due to reduced salaries and benefits and less of an unfavorable impact of foreign currency exchange rates of $0.5 million in the Current Quarter compared to the Comparable Quarter.

Interest expense, net, increased56.8%, or $6.9 million, year-over-year primarily due to an increase in interest resulting from an increase in borrowings and a decrease in capitalized interest resulting from lower average construction in progress. Additionally, during the Current Quarter we wrote-off $0.5 million of deferred financing fees related to early extinguishment of debt.

For further details on income tax expense, see “— Region Operating Results — Taxes” included elsewhere in this Quarterly Report.

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As discussed above, our results for the Current Quarter were impacted by special items. During the Comparable Quarter, special items that impacted our results included organizational restructuring costs, accelerated depreciation expense, goodwill impairment and tax valuation allowances. The items noted in the Current Quarter and Comparable Quarter have been identified as special items as they are not considered by management to be part of our ongoing operations when assessing and measuring the operational and financial performance of the organization. The impact of these items on our adjusted EBITDA, adjusted net income and adjusted diluted earnings per share is as follows:

	Three Months Ended   December 31, 2017
	Adjusted EBITDA			Adjusted Net Loss			Adjusted Diluted Loss Per Share
	(In thousands, except per share amounts)
Organizational restructuring costs	$	(2,810	)	$	(2,501	)	$	(0.07	)
Tax items	—			15,139			0.42
Total special items	$	(2,810	)	$	12,638		0.36
	Three Months Ended   December 31, 2016
	Adjusted EBITDA			Adjusted Net Loss			Adjusted Diluted Loss Per Share
	(In thousands, except per share amounts)
Organizational restructuring costs	$	(831	)	$	(583	)	$	(0.02	)
Additional depreciation expense resulting from fleet changes	—			(761		)	(0.02		)
Goodwill impairment	(8,706		)	(7,857		)	(0.22		)
Tax valuation allowances	—			(3,684		)	(0.10		)
Total special items	$	(9,537	)	$	(12,885	)	(0.37		)

Current Period Compared to Comparable Period

Operating revenue from external clients by line of service was as follows:

	Nine Months Ended   December 31,				Favorable (Unfavorable)
	2017		2016
	(In thousands, except percentages)
Oil and gas services	$	715,184	$	722,896	$	(7,712	)	(1.1	)%
Fixed wing services	159,874		148,111		11,763			7.9	%
U.K. SAR services	164,306		145,592		18,714			12.9	%
Corporate and other	3,885		7,600		(3,715		)	(48.9	)%
Total operating revenue	$	1,043,249	$	1,024,199	$	19,050		1.9	%

The year-over-year increase in revenue in the Current Period was primarily driven by the increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018 and increase in operating revenue from our fixed wing services in our Asia Pacific, Africa and Europe Caspian regions. These increases were partially offset by a decrease in our oil and gas services driven by declines in our Asia Pacific and Africa regions, partially offset by increases in oil and gas services in our Europe Caspian and Americas regions. See further discussion of operating revenue by region under “—Region Operating Results.” Additionally, revenue decreased by $4.9 million compared to the Comparable Period due to changes in foreign exchange rates, primarily related to the weakening of the British pound sterling versus the U.S. dollar.

For the Current Period, we reported a net loss of $94.8 million and a diluted loss per share of $2.69 compared to a net loss of $92.5 million and a diluted loss per share of $2.64 for the Comparable Period. The year-over-year change in net loss and diluted loss per share was primarily driven by higher revenue from U.K. SAR and fixed wing services in the Current Period discussed above, higher inventory and goodwill impairment charges recorded in the Comparable Period and a decrease in general and administrative expense primarily from lower salaries and benefits in the Current Period. These favorable changes were partially offset by the decline in the oil and gas services revenue and higher interest expense.

65

The net loss for the Current Period was significantly impacted by the following special items:

• Organizational restructuring costs of $15.2 million ($11.3 million net of tax) included in general and administrative expense, which includes severance expense of $13.9 million related to separation programs across our global organization designed to increase efficiency and reduce costs and other restructuring costs of $1.3 million,

• Impairment of inventories of $1.2 million ($0.8 million net of tax) included in loss on impairment, and

• A non-cash expense of $3.0 million from tax items including a $75.6 million benefit related to the revaluation of net deferred tax liabilities to a lower tax rate resulting from the enactment of the Act in December 2017, partially offset by the impact of deemed repatriation of foreign earnings under the Act of $61.5 million, the ongoing impact of valuation of deferred tax assets of $14.7 million and 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 $2.4 million.

Additionally, we had a loss on disposal of assets of $12.4 million ($20.5 million net of tax) during the Current Period primarily related to $11.3 million for impairment charges on assets held for sale (including $7.2 million impairment and loss on disposal related to the Bristow Academy disposal group).

Excluding the special items described above and the loss on disposal of assets, adjusted net loss and adjusted diluted loss per share were $59.2 million and $1.68, respectively, for the Current Period. These adjusted results compare to adjusted net loss and adjusted diluted loss per share of $34.4 million and $0.98, respectively, for the Comparable Period. Additionally, adjusted EBITDA improved to $82.5 million in the Current Period from $67.4 million in the Comparable Period. Results for the Current Period were also positively impacted by a reduction in rent expense of $13.1 million included in direct costs related to OEM cost recoveries.

The year-over-year change in adjusted EBITDA was primarily driven by higher revenue from U.K. SAR and fixed wing services in the Current Period discussed above and a decrease in general and administrative expense primarily from lower salaries and benefits in the Current Period. These favorable changes were partially offset by the decline in oil and gas revenue discussed above. The year-over-year change in adjusted net loss and diluted earnings per share was impacted by the same items that impacted adjusted EBITDA and higher interest expense.

The table below presents the year-over-year impact of changes in foreign currency exchange rates.

	Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016
	(in thousands, except per share amounts)
Revenue impact							$	(4,850	)
Operating expense impact							593
Year-over-year income statement translation							(4,257		)
Transaction gains (losses) included in other income (expense), net	$	1,214		$	(1,763	)	2,977
Líder foreign exchange impact included in earnings from unconsolidated affiliates	(1,637		)	(2,545		)	908
Total	$	(423	)	$	(4,308	)	3,885
Pre-tax income statement impact							(372		)
Less: Foreign exchange impact on depreciation and amortization and interest expense							612
Adjusted EBITDA impact							$	240
Net income impact (tax affected)							$	2,561
Earnings per share impact							$	0.07

The most significant foreign exchange impact related to a $4.3 million unfavorable impact from changes in foreign currency exchange rates in the Current Period driven by the impact of the depreciating British pound sterling resulting from Brexit on the translation of our results in our Europe Caspian region, partially offset by a favorable impact of the devalued naira in our Africa region. Partially offsetting these unfavorable impacts was a $3.0 million favorable impact from transaction gains in the Current Period compared to transaction losses in the Comparable Period. Additionally, results for the Current Period were impacted by a $0.9 million decrease in unfavorable foreign currency exchange rate impact from our investment in Líder in Brazil.

66

Direct costs increased1.3%, or $10.6 million, year-over-year primarily due to a $17.2 million increase in maintenance expense and a $11.2 million increase in fuel primarily due to an increase in activity, partially offset by lower headcount across all regions due to the benefit of organizational restructuring efforts reflected in a $7.0 million decrease in salaries and benefits and $5.6 million decrease in freight costs and a $5.2 million decrease in various other costs.

Reimbursable expense increased11.2%, or $4.3 million, primarily due to new contracts in Norway.

Depreciation and amortization expense increased1.1%, or $1.1 million, to $94.1 million for the Current Period from $93.1 million for the Comparable Period. The increase in depreciation and amortization expense is primarily due to additional new aircraft and information technology costs being capitalized and depreciated in the Current Period, partially offset by a $0.7 million reduction in depreciation expense related to OEM cost recoveries. Additionally, we recorded accelerated depreciation of $9.3 million in the Comparable Period as a result of fleet changes for older aircraft.

General and administrative expense decreased7.1%, or $10.6 million, in the Current Period, as compared to the Comparable Period primarily due to an $8.6 million decrease in compensation expense primarily related to lower salaries and benefits due to a reduction in headcount across all regions and a $3.3 million decrease in professional fees, partially offset by a $1.3 million increase in various other costs primarily including rent expense.

Loss on impairment for the Current Period includes a $1.2 million impairment charge on inventory used on our training fleet. Loss on impairment for the Comparable Period includes $8.7 million of goodwill impairment related to Eastern Airways and $7.6 million of inventory impairments.

Loss on disposal of assets decreased $0.7 million, to a loss of $12.4 million for the Current Period from a loss of $13.1 million for the Comparable Period. The loss on disposal of assets in the Current Period included impairment charges totaling $11.3 million related to assets held for sale (including $7.2 million impairment and loss on disposal related to the Bristow Academy disposal group) and a loss of $1.1 million from the sale or disposal of aircraft and other equipment. During the Comparable Period, the loss on disposal of assets included impairment charges totaling $11.4 million related to assets held for sale and a loss of $1.7 million related to the sale of aircraft and other equipment.

Earnings from unconsolidated affiliates, net of losses, decreased$1.4 million to earnings of $3.4 million for the Current Period from earnings of $4.8 million in the Comparable Period. The decrease in earnings from unconsolidated affiliates, net of losses, primarily resulted from a decrease in earnings from our investment in Líder in Brazil to $5.7 million in the Current Period from $6.9 million in earnings in the Comparable Period primarily due to a decrease in activity. Our earnings from Lider in the Current Period were also impacted by less of an unfavorable impact of foreign currency exchange rate changes of $0.9 million.

Interest expense, net, increased55.4%, or $19.1 million, year-over-year primarily due to an increase in interest resulting from an increase in borrowings and a decrease in capitalized interest resulting from lower average construction in progress. Additionally, during the Current Period we wrote-off $1.1 million of deferred financing fees related to early extinguishment of debt.

For further details on income tax expense, see “— Region Operating Results — Taxes” included elsewhere in this Quarterly Report.

67

As discussed above, our results for the Current Period were impacted by special items. During the Comparable Period, special items that impacted our results included organizational restructuring costs, accelerated depreciation expense, goodwill impairment, impairment of inventories and tax valuation allowances. The items noted in the Current Period and Comparable Period have been identified as special items as they are not considered by management to be part of our ongoing operations when assessing and measuring the operational and financial performance of the organization. The impact of these items on our adjusted EBITDA, adjusted net income and adjusted diluted earnings per share is as follows:

	Nine Months Ended   December 31, 2017
	Adjusted EBITDA			Adjusted Net Loss			Adjusted Diluted Loss Per Share
	(In thousands, except per share amounts)
Organizational restructuring costs	$	(15,160	)	$	(11,337	)	$	(0.32	)
Inventory impairment	(1,192		)	(775		)	(0.02		)
Tax items	—			(2,968		)	(0.08		)
Total special items	$	(16,352	)	$	(15,080	)	(0.43		)
	Nine Months Ended   December 31, 2016
	Adjusted EBITDA			Adjusted Net Loss			Adjusted Diluted Loss Per Share
	(In thousands, except per share amounts)
Organizational restructuring costs	$	(18,083	)	$	(12,171	)	$	(0.35	)
Additional depreciation expense resulting from fleet changes	—			(6,122		)	(0.17		)
Goodwill impairment	(8,706		)	(7,857		)	(0.22		)
Inventory impairment	(7,572		)	(5,372		)	(0.15		)
Tax valuation allowances	—			(19,340		)	(0.55		)
Total special items	$	(34,361	)	$	(50,862	)	(1.45		)

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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 the operations of our regions. Our consolidated results are discussed under “Results of Operations” above.

Europe Caspian

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Operating revenue	$	189,910		$	172,844		$	570,983		$	548,070		$	17,066		9.9	%	$	22,913		4.2	%
Operating income (loss)	$	5,312		$	(303	)	$	19,610		$	18,468		$	5,615		*		$	1,142		6.2	%
Operating margin	2.8		%	(0.2		)%	3.4		%	3.4		%	3.0		%	*		—		%	—	%
Adjusted EBITDA	$	18,614		$	9,123		$	58,716		$	43,273		$	9,491		104.0	%	$	15,443		35.7	%
Adjusted EBITDA margin	9.8		%	5.3		%	10.3		%	7.9		%	4.5		%	84.9	%	2.4		%	30.4	%
Rent expense	$	29,499		$	34,115		$	102,803		$	100,007		$	4,616		13.5	%	$	(2,796	)	(2.8	)%

_____________ 

* 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.

Current Quarter Compared to Comparable Quarter

The increase in operating revenue in the Current Quarter primarily resulted from an increase of $10.5 million from the start-up of additional U.K. SAR bases, an increase of $7.2 million in Norway primarily due to an increase in activity and short-term contracts, an increase of $4.4 million in fixed wing revenue from Eastern Airways and a favorable year-over-year impact of changes in foreign currency exchange rates of $10.1 million. Partially offsetting these increases was a decrease in U.K. oil and gas revenue of $5.0 million primarily resulting from the continued impact of the industry downturn on drilling activity. Eastern Airways contributed $29.5 million and $25.1 million in operating revenue for the Current Quarter and Comparable Quarter, respectively.

A substantial portion of our operations in the Europe Caspian region are contracted in the British pound sterling, which depreciated significantly against the U.S. dollar in the Comparable Quarter as a result of Brexit. As a result of the changes in the British pound sterling, adjusted EBITDA was favorably impacted from foreign exchange changes of $0.7 million during the Current Quarter compared to an unfavorable impact of $11.3 million during the Comparable Quarter. The negative impact in the Comparable Quarter primarily related to a loss of $10.7 million from the revaluation of assets and liabilities on British pound sterling functional currency entities as of December 31, 2016, which is recorded in other income (expense), net. This compares to a foreign exchange gain within other income (expense), net of $1.3 million in the Current Quarter. A further weakening or strengthening of the British pound sterling could result in additional foreign exchange volatility in future quarters.

During the Current Quarter, we recorded a reduction to rent expense of $7.1 million in our Europe Caspian region related to OEM cost recoveries. This item is included in operating income and adjusted EBITDA in the Current Quarter. Additionally, during the Comparable Quarter, we recorded an impairment charge of $8.7 million for the remaining goodwill related to Eastern Airways, which contributed to the operating loss in the Comparable Quarter, but was adjusted for in our calculation of adjusted EBITDA. For further details, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in the Current Quarter primarily due to the increase in operating revenue, the benefit to rent expense in the Current Quarter related to OEM cost recoveries and favorable year-over-year impacts from changes in foreign currency exchange rates, with operating income and operating margin also improving due to the goodwill impairment charge recorded in the Comparable Quarter. 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 $4.1 million and a negative $2.1 million in adjusted EBITDA for the Current Quarter and Comparable Quarter, respectively.

69

Current Period Compared to Comparable Period

The increase in operating revenue in the Current Period primarily resulted from an increase of $26.8 million in Norway primarily due to an increase in activity and short-term contracts and an increase of $18.7 million from the start-up of U.K. SAR bases compared to the Comparable Period. Partially offsetting these increases was a decrease in U.K. oil and gas revenue of $18.0 million resulting from the continued impact of the industry downturn on drilling activity and an unfavorable year-over-year impact of changes in foreign currency exchange rates of $6.5 million. Eastern Airways contributed $87.8 million and $85.9 million in operating revenue for the Current Period and Comparable Period, respectively.

During the Current Period, we recorded a reduction to rent expense of $7.1 million in our Europe Caspian region related to OEM cost recoveries. This item is included in operating income and adjusted EBITDA in the Current Period. Additionally, during the Comparable Period, we recorded an impairment charge of $8.7 million for the remaining goodwill related to Eastern Airways, which was included in operating income, but was adjusted for in our calculation of adjusted EBITDA. For further details, see Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Quarterly Report.

A substantial portion of our operations in the Europe Caspian region are contracted in the British pound sterling, which depreciated significantly against the U.S. dollar in the Comparable Period as a result of Brexit. We recorded a foreign exchange gain of $2.8 million in the Current Period and foreign exchange loss of $18.7 million in the Comparable Period from the revaluation of assets and liabilities on British pound sterling functional currency entities as of September 30, 2017 and 2016, 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 $4.8 million and negatively impacted by $29.2 million resulting from the change in exchange rates during the Current Period and Comparable Period, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign exchange volatility in future periods.

Operating income, adjusted EBITDA and adjusted EBITDA margin increased in the Current Period primarily due to the increase in operating revenue, the benefit to rent expense in the Current Period 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 $3.7 million and a negative $0.2 million in adjusted EBITDA for the Current Period and Comparable Period, respectively.

Africa

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Operating revenue	$	47,915		$	49,587		$	146,523		$	153,055		$	(1,672	)	(3.4	)%	$	(6,532	)	(4.3	)%
Operating income	$	10,470		$	10,441		$	28,353		$	19,954		$	29		0.3	%	$	8,399		42.1	%
Operating margin	21.9		%	21.1		%	19.4		%	13.0		%	0.8		%	3.8	%	6.4		%	49.2	%
Adjusted EBITDA	$	14,206		$	17,012		$	40,206		$	39,350		$	(2,806	)	(16.5	)%	$	856		2.2	%
Adjusted EBITDA margin	29.6		%	34.3		%	27.4		%	25.7		%	(4.7		)%	(13.7	)%	1.7		%	6.6	%
Rent expense	$	2,048		$	1,767		$	6,424		$	6,101		$	(281	)	(15.9	)%	$	(323	)	(5.3	)%

The Africa region comprises all our operations and affiliates on the African continent, including Nigeria and Egypt.

Current Quarter Compared to Comparable Quarter

Operating revenue for Africa decreased in the Current Quarter due to an overall decrease in activity compared to the Comparable Quarter. Activity declined with certain clients and certain contracts ended, reducing revenue by $5.8 million, which was only partially offset by an increase in activity with other clients increasing revenue by $3.1 million. Additionally, fixed wing services in Africa generated $2.0 million and $1.0 million in operating revenue for the Current Quarter and Comparable Quarter, respectively.

Operating income remained mostly flat while adjusted EBITDA and adjusted EBITDA margin decreased in the Current Quarter primarily due to the impact of changes in foreign currency exchange rates, which negatively impacted adjusted EBITDA by $2.2 million compared to the Comparable Quarter.

70

As previously discussed, we have seen recent changes in the Africa region as a result of increased competition entering the Nigerian market. 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. We implemented cost reduction measures in advance of these reductions and expect additional efficiencies in the future.

Current Period Compared to Comparable Period

Operating revenue for Africa decreased in the Current Period due to an overall decrease in activity compared to the Comparable Period. Activity declined with certain clients and certain contracts ended, reducing revenue by $13.6 million, which was only partially offset by an increase in activity with other clients increasing revenue by $4.2 million. Additionally, fixed wing services in Africa generated $5.5 million and $2.4 million of operating revenue for the Current Period and Comparable Period, respectively.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in the Current Period primarily due to an $11.0 million decline in direct costs, partially offset by the decrease in revenue discussed above. Additionally, operating income and operating margin improved in the Current Period due to lower depreciation expense. During the Comparable Period, we recorded $5.0 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 $1.3 million compared to the Comparable Period as expenses denominated in naira translated into less U.S. dollars for reporting purposes.

Additionally, during the Current and Comparable Periods, we recorded $0.7 million and $4.4 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.

Americas

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Operating revenue	$	60,345		$	53,024		$	178,884		$	168,578		$	7,321		13.8	%	$	10,306		6.1	%
Earnings from unconsolidated affiliates, net of losses	$	2,097		$	831		$	3,712		$	4,954		$	1,266		152.3	%	$	(1,242	)	(25.1	)%
Operating income	$	5,308		$	2,226		$	11,535		$	5,790		$	3,082		138.5	%	$	5,745		99.2	%
Operating margin	8.8		%	4.2		%	6.4		%	3.4		%	4.6		%	109.5	%	3.0		%	88.2	%
Adjusted EBITDA	$	12,689		$	10,039		$	33,430		$	34,317		$	2,650		26.4	%	$	(887	)	(2.6	)%
Adjusted EBITDA margin	21.0		%	18.9		%	18.7		%	20.4		%	2.1		%	11.1	%	(1.7		)%	(8.3	)%
Rent expense	$	6,295		$	5,638		$	18,480		$	16,258		$	(657	)	(11.7	)%	$	(2,222	)	(13.7	)%

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.

Current Quarter Compared to Comparable Quarter

Operating revenue increased in the Current Quarter primarily due to an increase in activity in our U.S. Gulf of Mexico oil and gas operations, which increased operating revenue by $8.0 million and $2.2 million in additional operating revenue from the SAR consortium in the U.S. Gulf of Mexico, partially offset by a decrease in operating revenue of $2.4 million in Trinidad and $1.0 million in Brazil due to lower activity.

Earnings from unconsolidated affiliates, net of losses, increased $1.3 million primarily due to an increase in earnings from our investment in Líder in Brazil due to reduced salaries and benefits and less of an unfavorable change in exchange rates. Changes in exchange rates decreased our earnings from our investment in Líder by $0.8 million in the Current Quarter and $1.2 million in the Comparable Quarter. See further discussion about our investment in Líder and the Brazil market in “— Executive Overview — Market Outlook” included elsewhere in this Quarterly Report.

The increases in operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin were driven by the increases in revenue and earnings from unconsolidated affiliates discussed above, partially offset by an increase in rent expense.

71

Current Period Compared to Comparable Period

Operating revenue increased in the Current Period primarily due to an increase in activity from our U.S. Gulf of Mexico oil and gas operations which increased operating revenue by $7.0 million and $6.8 million in additional operating revenue from the SAR consortium in the U.S. Gulf of Mexico, partially offset by a decrease of $4.8 million in operating revenue in Trinidad due to lower activity.

Earnings from unconsolidated affiliates, net of losses, decreased $1.2 million in the Current Period primarily due to a 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 $1.6 million in the Current Period and $2.5 million in the Comparable Period. See further discussion about our investment in Líder and the Brazil market in “— Executive Overview — Market Outlook” included elsewhere in this Quarterly Report.

The increases in operating income and operating margin and resulted primarily from the increase in revenue discussed above and a decrease in depreciation expense of $4.8 million, partially offset by the decrease in earnings from unconsolidated affiliates discussed above and an increase in rent expense of $2.2 million. During the Comparable Period, 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 the Current Period and Comparable Period, respectively. Depreciation and amortization, including accelerated depreciation, and severance expense recorded during the Current Period and Comparable Period, were excluded from adjusted EBITDA and adjusted EBITDA margin. The decrease in adjusted EBITDA and adjusted EBITDA margin is primarily due to the decrease in earnings from unconsolidated affiliates and increase in rent expense, partially offset by the increase in revenue.

Asia Pacific

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Operating revenue	$	50,248		$	49,092		$	153,365		$	155,144		$	1,156		2.4	%	$	(1,779	)	(1.1	)%
Operating loss	$	(941	)	$	(9,012	)	$	(19,374	)	$	(24,480	)	$	8,071		89.6	%	$	5,106		20.9	%
Operating margin	(1.9		)%	(18.4		)%	(12.6		)%	(15.8		)%	16.5		%	89.7	%	3.2		%	20.3	%
Adjusted EBITDA	$	4,797		$	(5,027	)	$	502		$	(10,513	)	$	9,824		*		$	11,015		104.8	%
Adjusted EBITDA margin	9.5		%	(10.2		)%	0.3		%	(6.8		)%	19.7		%	*		7.1		%	104.4	%
Rent expense	$	2,807		$	10,247		$	24,356		$	28,803		$	7,440		72.6	%	$	4,447		15.4	%

_____________ 

* percentage change too large to be meaningful or not applicable

The Asia Pacific region comprises all our operations and affiliates in Australia and Southeast Asia, including Malaysia, Sakhalin, and our fixed wing operations through Airnorth in Australia.

Current Quarter Compared to Comparable Quarter

Operating revenue increased in the Current Quarter primarily due to an increase of $2.3 million from our fixed wing operations as Airnorth contributed $21.0 million and $18.7 million in operating revenue for the Current Quarter and Comparable Quarter, respectively.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin improved in the Current Quarter primarily due to a reduction to rent expense of $6.0 million in our Asia Pacific region recorded in the Current Quarter related to OEM cost recoveries and the increase in operating revenue from Airnorth discussed above.

During the Current Quarter and Comparable Quarter, we recorded $1.5 million and $0.2 million in severance expense related to organizational restructuring efforts, respectively. The severance expense is not included in adjusted EBITDA or adjusted EBITDA margin for the Current Quarter and Comparable Quarter.

72

Current Period Compared to Comparable Period

Operating revenue decreased in the Current Period by $14.8 million due to the end of short-term contracts in Australia, partially offset by an increase of $6.7 million from our fixed wing operations at Airnorth, an increase of $4.1 million in Russia (Sakhalin) and favorable foreign exchange rate impact of $3.5 million. Airnorth contributed $66.6 million and $59.9 million in operating revenue for the Current Period and Comparable Period, respectively.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in the Current Period primarily due to the reduction to rent expense related to OEM cost recoveries discussed above, a decrease in salaries and benefits of $1.5 million due to organizational restructuring efforts and a favorable year-over-year impact from changes in exchange rates, partially offset by increased depreciation and amortization expense of $1.8 million. Changes in foreign exchange rates positively impacted adjusted EBITDA results by $3.1 million compared to the Comparable Period primarily due to foreign exchange rate gains of $0.8 million for the Current Period compared to foreign exchange rate losses of $2.2 million in the Comparable Period. Airnorth contributed $8.6 million and $7.8 million in adjusted EBITDA for the Current Period and Comparable Period, respectively.

Additionally, during the Current Period and Comparable Period, we recorded $3.7 million and $2.5 million, respectively, in severance expense related to organizational restructuring efforts. The severance expense is not included in adjusted EBITDA or adjusted EBITDA margin for the Current Period and Comparable Period.

Corporate and Other

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Operating revenue	$	743		$	2,099		$	3,912		$	7,917		$	(1,356	)	(64.6	)%	$	(4,005	)	(50.6	)%
Operating loss	$	(19,055	)	$	(21,575	)	$	(68,709	)	$	(78,869	)	$	2,520		11.7	%	$	10,160		12.9	%
Adjusted EBITDA	$	(15,342	)	$	(8,229	)	$	(50,309	)	$	(39,030	)	$	(7,113	)	(86.4	)%	$	(11,279	)	(28.9	)%
Rent expense	$	1,971		$	1,885		$	6,456		$	5,721		$	(86	)	(4.6	)%	$	(735	)	(12.8	)%

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.

Current Quarter Compared to Comparable Quarter

Operating revenue decreased in the Current Quarter primarily due to a decrease in Bristow Academy revenue of $1.1 million as a result of the sale of those operations.

Operating loss was lower for the Current Quarter primarily due to the sale of Bristow Academy which incurred less of an operating loss in the Current Quarter compared to the Comparable Quarter. Adjusted EBITDA decreased primarily due to foreign currency transaction losses of $0.3 million recorded in the Current Quarter versus foreign currency transaction gains of $10.7 million for the Comparable Quarter.

Current Period Compared to Comparable Period

Operating revenue decreased in the Current Period primarily due to a decrease in Bristow Academy revenue of $2.4 million and decrease in part sales of $1.6 million.

Operating loss for the Current Period and Comparable Period were most significantly impacted by $1.2 million and $7.6 million, respectively, of inventory impairment charges and a $5.7 million reduction in general and administrative expenses, partially offset by the decline in revenue. Adjusted EBITDA decreased primarily due to foreign currency transaction losses of $3.3 million for the Current Period versus foreign currency transaction gains of $15.4 million for the Comparable Period. This change in foreign currency impacts was partially offset by overall cost reduction activities that decreased general and administrative expenses as discussed above.

During the Current and Comparable Periods, we recorded $9.5 million and $9.0 million related to organizational restructuring costs, respectively, which along with the inventory impairment charges discussed above are excluded from adjusted EBITDA.

73

Interest Expense, Net

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Interest income	$	144		$	168		$	512		$	637		$	(24	)	(14.3	)%	$	(125	)	(19.6	)%
Interest expense	(17,840		)	(13,737		)	(51,707		)	(38,756		)	(4,103		)	(29.9	)%	(12,951		)	(33.4	)%
Amortization of debt discount	(242		)	(325		)	(343		)	(1,314		)	83			25.5	%	971			73.9	%
Amortization of debt fees	(1,851		)	(1,136		)	(4,791		)	(3,623		)	(715		)	(62.9	)%	(1,168		)	(32.2	)%
Capitalized interest	696			2,851			2,652			8,523			(2,155		)	(75.6	)%	(5,871		)	(68.9	)%
Interest expense, net	$	(19,093	)	$	(12,179	)	$	(53,677	)	$	(34,533	)	$	(6,914	)	(56.8	)%	$	(19,144	)	(55.4	)%

Interest expense, net increased in the Current Quarter compared to the Comparable Quarter and in the Current Period compared to the Comparable Period primarily due to an increase in borrowings and lower capitalized interest resulting from lower average construction in progress. Additionally, during the Current Quarter and Current Period we wrote-off $0.5 million and $1.1 million, respectively, of deferred financing fees related to the early extinguishment of debt.

Other Income (Expense), Net

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Foreign currency gains (losses) by region:
Europe Caspian	$	1,325		$	(10,656	)	$	2,770		$	(18,659	)	$	11,981		112.4	%	$	21,429		114.8	%
Africa	(400		)	2,255			762			2,112			(2,655		)	(117.7	)%	(1,350		)	(63.9	)%
Americas	(22		)	607			173			1,564			(629		)	(103.6	)%	(1,391		)	(88.9	)%
Asia Pacific	(276		)	(1,233		)	789			(2,186		)	957			77.6	%	2,975			136.1	%
Corporate and other	(259		)	10,665			(3,280		)	15,406			(10,924		)	(102.4	)%	(18,686		)	(121.3	)%
Foreign currency gains (losses)	368			1,638			1,214			(1,763		)	(1,270		)	(77.5	)%	2,977			168.9	%
Other	(1,134		)	30			(1,067		)	245			(1,164		)	*		(1,312		)	*
Other income (expense), net	$	(766	)	$	1,668		$	147		$	(1,518	)	$	(2,434	)	(145.9	)%	$	1,665		109.7	%

_____________ 

* percentage change too large to be meaningful or not applicable.

Other income (expense), net for the Current Quarter, Comparable Quarter, Current Period and Comparable Period 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. Additionally, during the Current Quarter and Current Period, we recorded a provision related to a non-operational contract matter with a client.

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.

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Taxes

	Three Months Ended   December 31,						Nine Months Ended   December 31,						Favorable (Unfavorable)
	2017			2016			2017			2016			Quarter vs Quarter					Period vs Period
	(In thousands, except percentages)
Effective tax rate	57.5		%	12.0		%	(2.7		)%	10.2		%	(45.5		)%	(379.2	)%	12.9		%	126.5	%
Net foreign tax on non-U.S. earnings	$	(2,433	)	$	179		$	2,747		$	894		$	2,612		*		$	(1,853	)	(207.3	)%
Expense of foreign earnings indefinitely reinvested abroad	$	2,484		$	3,666		$	(11,511	)	$	7,811		$	1,182		32.2	%	$	19,322		247.4	%
Expense (benefit) from change in tax contingency	$	180		$	599		$	4,874		$	229		$	419		69.9	%	$	(4,645	)	*
Impact of goodwill impairment	$	—		$	2,186		$	—		$	2,186		$	2,186		100.0	%	$	2,186		100.0	%
Impact of stock based compensation	$	78		$	—		$	2,314		$	—		$	(78	)	*		$	(2,314	)	*
Foreign statutory rate reduction	$	—		$	—		$	—		$	(1,234	)	$	—		*		$	(1,234	)	(100.0	)%
Deduction for foreign taxes	$	501		$	(801	)	$	(643	)	$	(2,003	)	$	(1,302	)	(162.5	)%	$	(1,360	)	(67.9	)%
Change in valuation allowance	$	2,085		$	3,684		$	13,402		$	19,340		$	1,599		43.4	%	$	5,938		30.7	%
U.S. statutory rate  reduction	$	(75,636	)	$	—		$	(75,636	)	$	—		$	75,636		*		$	75,636		*
One-time repatriation tax	$	61,478		$	—		$	61,478		$	—		$	(61,478	)	*		$	(61,478	)	*

_____________ 

* percentage change too large to be meaningful or not applicable

We estimate the full-year effective tax rate from continuing operations and apply this rate to our year-to-date income from continuing operations. In addition, we separately calculate the tax impact of unusual or infrequent items, if any. The tax impact of such unusual or infrequent items is treated discretely in the quarter in which they occur.

The relationship between our provision for or benefit from income taxes and our pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) our geographical blend of pre-tax book income. Consequently, our income tax expense or benefit does not change proportionally with our pre-tax book income or loss. Significant decreases in our pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The increase in our effective tax rate excluding discrete items for the Current Quarter compared to the Comparable Quarter primarily related to an increase in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, during the Current and Comparable Quarters, we increased our valuation allowance by $2.1 million and $3.7 million, respectively, which also increased our effective tax rate. During the Current and Comparable Periods, we increased our valuation allowance by $13.4 million and $19.3 million, respectively.

Valuation allowances represent the reduction of our deferred tax assets. We evaluate our deferred tax assets quarterly which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, we believe it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses. As a result, for the Current and Comparable Quarters, we recorded a valuation allowance of $2.1 million and $3.7 million against net operating losses in certain foreign jurisdictions. For the Current and Comparable Periods, we recorded a valuation allowance of $7.6 million and $11.0 million, respectively, against foreign tax credits and $5.8 million and $8.3 million, respectively, against net operating losses in certain foreign jurisdictions. These valuation allowances recorded in the Current Quarter and Current Period combined with the impact of ongoing valuation allowances on our overall effective tax rate for fiscal year 2018 resulted in additional non-cash tax benefit of $1.6 million in the Current Quarter and expense of $14.7 million in the Current Period. Additionally, we recorded 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 tax benefit of $0.6 million in the Current Quarter and additional tax expense of $2.4 million in the Current Period.

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On December 22, 2017, the United States Congress enacted 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 takes effect on January 1, 2018. Further, the Act provides 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 have made reasonable estimates for the change in the U.S. federal corporate income tax rate and one-time “deemed repatriation” of accumulated foreign earnings. We estimate the revaluation of U.S. net deferred tax liabilities will result in a one-time tax benefit of approximately $75.6 million offset by an estimated $61.5 million in tax expense as a result of the “deemed repatriation” of foreign earnings. We are still analyzing certain aspects of the Act and refining our calculations.

Because of the complexity, we are continuing to evaluate certain provisions of the Act which may have an impact on our income taxes beginning after fiscal year 2018. 

Liquidity and Capital Resources

Cash Flows

Operating Activities

Net cash flows used by operating activities were $9.3 million and $14.1 million during the Current Period and Comparable Period, respectively. The decrease in net cash flows used by operating activities in the Current Period resulted from a lower net loss and a decrease in cash flow used in working capital changes. Changes in non-cash working capital used $18.2 million and $18.8 million in cash flows from operating activities for the Current Period and Comparable Period, respectively. Cash flows from operations for the Current Period includes $30.5 million related to OEM cost recoveries of which $20.1 million is included in cash flows from operations before working capital changes and $10.4 million is included in working capital changes.

Investing Activities

Cash flows provided by investing activities were $106.6 million during the Current Period and cash flows used by investing activities was $105.1 million during the Comparable Period. Cash was used primarily for capital expenditures as follows:

	Nine Months Ended   December 31,
	2017		2016
Number of aircraft delivered:
Medium	5		5
SAR aircraft	—		2
Total aircraft	5		7
Capital expenditures (in thousands):
Aircraft and equipment	$	26,800	$	112,770
Land and building	9,641		6,956
Total capital expenditures	$	36,441	$	119,726

In addition to these capital expenditures, investing cash flows were impacted by aircraft sales and OEM cost recoveries. During the Current Period, we received proceeds of $48.5 million primarily from the sale or disposal of eleven aircraft and certain other equipment. During the Comparable Period, we received $14.3 million in proceeds from the sale or disposal of nine aircraft and certain other equipment. During the Current Period, cash flows from investing activities includes $94.5 million related to OEM cost recoveries.

Financing Activities

Cash flows used by financing activities was $85.8 million and cash flows provided by financing activities was $92.0 million during the Current Period and Comparable Period, respectively. During the Current Period, we received $174.8 million from borrowings on our Revolving Credit Facility, $230 million from borrowings on our PK Air Debt and $143.8 million from the issuance of our 4½% Convertible Senior Notes. During the Current Period, we used cash to repay debt of $609.7 million (including $313.9 million related to our Revolving Credit Facility and $295.8 million related to other principal payments on debt) and pay dividends of $2.5 million on our common stock. Additionally, during the Current Period, 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 the Comparable Period, we received $243.9 million from borrowings on our Revolving Credit Facility and $109.9 million from the Lombard debt. During the Comparable Period, we used cash to repay debt of $243.7 million, pay contingent consideration of $10.0 million and pay dividends of $7.4 million on our common stock.

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Future Cash Requirements

Contractual Obligations, Commercial Commitments and Off Balance Sheet Arrangements

We have various contractual obligations that are recorded as liabilities on our condensed consolidated balance sheet. Other items, such as certain purchase commitments, interest payments and other executory contracts are not recognized as liabilities on our condensed 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 December 31, 2017 and the future periods in which such obligations are expected to be settled in cash. In addition, the table reflects the timing of principal and interest payments on outstanding borrowings as of December 31, 2017. Additional details regarding these obligations are provided in Notes 5, 6, 7, and 9 in the “Notes to Consolidated Financial Statements” included in the fiscal year 2017 Annual Report and in Notes 3, 4, 5 and 7 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

	Payments Due by Period
			Three Months Ending March 31, 2018		Fiscal Year Ending March 31,
	Total				2019— 2020		2021— 2022		2023 and beyond
	(In thousands)
Contractual obligations:
Long-term debt and short-term borrowings:
Principal (1)	$	1,252,924	$	17,356	$	153,353	$	231,614	$	850,601
Interest (2)	300,797		8,945		126,160		113,885		51,807
Aircraft operating leases (3)	397,818		42,979		267,355		73,789		13,695
Other operating leases (4)	68,160		2,749		18,286		14,348		32,777
Pension obligations (5)	53,889		3,319		30,563		20,007		—
Aircraft purchase obligations (6)(7)(8)	475,625		66,212		45,392		166,117		197,904
Other purchase obligations (9)	28,448		26,004		2,444		—		—
Total contractual cash obligations	$	2,577,661	$	167,564	$	643,553	$	619,760	$	1,146,784
Other commercial commitments:
Letters of credit	$	14,521	$	14,521	$	—	$	—	$	—
Contingent consideration (10)	3,129		—		3,129		—		—
Total commercial commitments	$	17,650	$	14,521	$	3,129	$	—	$	—

_____________

⁽¹⁾  Excludes unamortized discount of $37.7 million on the Term Loan and 4½% Convertible Senior Notes and unamortized debt issuance costs of $19.4 million.

⁽²⁾  Interest payments for variable interest debt are based on interest rates as of December 31, 2017.

⁽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 plans 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 five years. As of December 31, 2017, we had recorded on our balance sheet a $54.3 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⁾  We have an agreement to defer payment of approximately $63 million in capital expenditures out of fiscal year 2018 and into future periods which is not reflected in the table above.

⁽⁷⁾  Includes $4.4 million for final payments for aircraft delivered during fiscal year 2017 that is included in accounts payable as of December 31, 2017.

⁽⁸⁾  Includes $96.0 million for five aircraft orders that can be cancelled prior to delivery dates. As of December 31, 2017, we made non-refundable deposits of $4.5 million related to these aircraft.

⁽⁹⁾  Other purchase obligations primarily represent unfilled purchase orders for aircraft parts, commitments associated with upgrading facilities at our bases 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 in the fiscal year 2017 Annual Report.

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⁽¹⁰⁾  Includes $3.1 million related to Airnorth as of December 31, 2017. 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 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 condensed 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 condensed consolidated statements of operations.

Capital Commitments and Other Uses of Cash

We have commitments and options to make capital expenditures over the next seven fiscal years to purchase additional aircraft, including aircraft associated with the commitments reflected in the table above. Although a similar number of our existing aircraft may be sold during the same period, the additional aircraft on order are expected to provide incremental fleet capacity in terms of revenue, operating margin and adjusted EBITDA margin. See Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report for a detail of the number of aircraft under commitments and options expected to be delivered in the current and subsequent seven fiscal years by aircraft size along with the related expenditures, and for a rollforward of aircraft commitments and options through February 8, 2018.

As discussed under “— Executive Overview — Our Strategy”, cash may also be used in future periods to repurchase or otherwise retire debt or for any acquisition opportunities we believe are aligned with our long-term strategy.

Financial Condition and Sources of Liquidity

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.

Substantially all of 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. We expect to meet the continuing funding requirements of our U.S. operations with cash generated by such U.S. operations, cash from earnings generated by non-U.S. operations that are not indefinitely reinvested and our existing Revolving Credit Facility. If cash held by non-U.S. operations is required for funding operations in the U.S. we would make a provision for additional foreign taxes in connection with repatriating this cash, which may be material to our cash flow and results of operations.

We expect that our cash on deposit as of February 2, 2018 of approximately $98.1 million, proceeds from aircraft sales and available borrowing capacity under our Revolving Credit Facility ($387.6 million as of February 2, 2018), as well as any future financings (which may include additional equipment financings and capital market transactions), will be sufficient to satisfy our operating needs, existing capital commitments and other contractual cash obligations, including our debt obligations. However, we may need to pursue financings or capital market transactions, complete aircraft sales or defer capital expenditures in order to have sufficient liquidity to satisfy operating needs, existing capital commitments and other contractual obligations, including debt obligations due in April 2019. The available borrowing capacity under our Revolving Credit Facility was $387.6 million as of December 31, 2017. While we plan to continue to be disciplined concerning future capital commitments, we also intend to continue managing our capital structure and liquidity position with external financings, as needed. Our strategy will involve funding our short-term liquidity requirements with borrowings under our Revolving Credit Facility and funding our long-term capital needs with operating leases, bank debt and private and public debt and equity offerings.

78

Critical Accounting Policies and Estimates

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in the fiscal year 2017 Annual Report for a discussion of our critical accounting policies. There have been no material changes to our critical accounting policies and estimates provided in the fiscal year 2017 Annual Report.

Recent Accounting Pronouncements

See Note 1 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report for a discussion of recent accounting pronouncements.

Item 3.    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 in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the fiscal year 2017 Annual Report and Note 1 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision of and with the participation of our management, including Jonathan E. Baliff, our Chief Executive Officer (“CEO”), and L. Don Miller, our Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2017. Based on that evaluation, our CEO and CFO concluded that such disclosure controls and procedures were effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to our management as appropriate to allow for timely decisions regarding required disclosure under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.    Legal Proceedings.

We have certain actions or claims pending that have been discussed and previously reported in Part I. Item 3. “Legal Proceedings” in the fiscal year 2017 Annual Report. Developments in these previously reported matters, if any, are described in Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Item 1A. Risk Factors.

There have been no material changes during the three and nine months endedDecember 31, 2017 in our “Risk Factors” as discussed in the fiscal year 2017 Annual Report.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities

Not applicable.

Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

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Item 6.    Exhibits

The following exhibits are filed as part of this Quarterly Report:

Exhibit Number	Description of Exhibit
4.2	Sixth Supplemental Indenture, dated as of December 18, 2017, among the Company, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K filed on December 18, 2017).
10.1	Letter Agreement, dated December 13, 2017, between Credit Suisse Capital LLC and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 18, 2017).
10.2	Letter Agreement, dated December 13, 2017, between Barclays Bank PLC and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 18, 2017).
10.3	Letter Agreement, dated December 13, 2017, between Citibank, N.A., and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.3 to the Company Form 8-K filed on December 18, 2017).
10.4	Letter Agreement, dated December 13, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed on December 18, 2017).
10.5	Letter Agreement, dated December 13, 2017, between Credit Suisse Capital LLC and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed on December 18, 2017).
10.6	Letter Agreement, dated December 13, 2017, between Barclays Bank PLC and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed on December 18, 2017).
10.7	Letter Agreement, dated December 13, 2017, between Citibank, N.A., and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 8-K filed on December 18, 2017).
10.8	Letter Agreement, dated December 13, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed on December 18, 2017).
10.9	Letter Agreement, dated December 14, 2017, between Credit Suisse Capital LLC and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.9 to the Company’s Form 8-K filed on December 18, 2017).
10.10	Letter Agreement, dated December 14, 2017, between Barclays Bank PLC and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.10 to the Company’s Form 8-K filed on December 18, 2017).
10.11	Letter Agreement, dated December 14, 2017, between Citibank, N.A., and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.11 to the Company’s Form 8-K filed on December 18, 2017).
10.12	Letter Agreement, dated December 14, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.12 to the Company’s Form 8-K filed on December 18, 2017).
10.13	Letter Agreement, dated December 14, 2017, between Credit Suisse Capital LLC and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.13 to the Company’s Form 8-K filed on December 18, 2017).
10.14	Letter Agreement, dated December 14, 2017, between Barclays Bank PLC and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.14 to the Company’s Form 8-K filed on December 18, 2017).
10.15	Letter Agreement, dated December 14, 2017, between Citibank, N.A., and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.15 to the Company’s Form 8-K filed on December 18, 2017).

81

10.16	Letter Agreement, dated December 14, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.16 to the Company’s Form 8-K filed on December 18, 2017).
15.1*	Letter from KPMG LLP dated February 8, 2018, regarding unaudited interim information.
31.1**	Rule 13a-14(a) Certification by Chief Executive Officer of Registrant.
31.2**	Rule 13a-14(a) Certification by Chief Financial Officer of Registrant
32.1**	Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith.

82

SIGNATURES

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

BRISTOW GROUP INC.
By:	/s/ L. Don Miller
	L. Don Miller Senior Vice President and Chief Financial Officer

By:	/s/ Brian J. Allman
	Brian J. Allman Vice President, Chief Accounting Officer

February 8, 2018

83

Index to Exhibits.

Exhibit Number	Description of Exhibit
4.2	Sixth Supplemental Indenture, dated as of December 18, 2017, among the Company, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K filed on December 18, 2017).
10.1	Letter Agreement, dated December 13, 2017, between Credit Suisse Capital LLC and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 18, 2017).
10.2	Letter Agreement, dated December 13, 2017, between Barclays Bank PLC and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 18, 2017).
10.3	Letter Agreement, dated December 13, 2017, between Citibank, N.A., and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.3 to the Company Form 8-K filed on December 18, 2017).
10.4	Letter Agreement, dated December 13, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Base Warrant Transactions (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed on December 18, 2017).
10.5	Letter Agreement, dated December 13, 2017, between Credit Suisse Capital LLC and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed on December 18, 2017).
10.6	Letter Agreement, dated December 13, 2017, between Barclays Bank PLC and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed on December 18, 2017).
10.7	Letter Agreement, dated December 13, 2017, between Citibank, N.A., and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 8-K filed on December 18, 2017).
10.8	Letter Agreement, dated December 13, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Base Note Hedge Transactions (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed on December 18, 2017).
10.9	Letter Agreement, dated December 14, 2017, between Credit Suisse Capital LLC and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.9 to the Company’s Form 8-K filed on December 18, 2017).
10.1	Letter Agreement, dated December 14, 2017, between Barclays Bank PLC and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.10 to the Company’s Form 8-K filed on December 18, 2017).
10.11	Letter Agreement, dated December 14, 2017, between Citibank, N.A., and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.11 to the Company’s Form 8-K filed on December 18, 2017).
10.12	Letter Agreement, dated December 14, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Additional Warrant Transactions (incorporated herein by reference to Exhibit 10.12 to the Company’s Form 8-K filed on December 18, 2017).
10.13	Letter Agreement, dated December 14, 2017, between Credit Suisse Capital LLC and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.13 to the Company’s Form 8-K filed on December 18, 2017).
10.14	Letter Agreement, dated December 14, 2017, between Barclays Bank PLC and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.14 to the Company’s Form 8-K filed on December 18, 2017).
10.15	Letter Agreement, dated December 14, 2017, between Citibank, N.A., and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.15 to the Company’s Form 8-K filed on December 18, 2017).

10.16	Letter Agreement, dated December 14, 2017, between JPMorgan Chase Bank, National Association, and the Company, regarding the Additional Note Hedge Transactions (incorporated herein by reference to Exhibit 10.16 to the Company’s Form 8-K filed on December 18, 2017).
15.1*	Letter from KPMG LLP dated February 8, 2018, regarding unaudited interim information.
31.1**	Rule 13a-14(a) Certification by Chief Executive Officer of Registrant.
31.2**	Rule 13a-14(a) Certification by Chief Financial Officer of Registrant
32.1**	Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith.

EX-15.1

EXHIBIT 15.1

Report of Independent Registered Public Accounting Firm

Bristow Group Inc.

Houston, Texas

Re: Bristow Group Inc. Registration Statement Nos. 333-115473, 333-121207, 333-145178, 333-192182, and 333-212873 on Form S-8, and No. 333-206535 on Form S-3.

With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated February 8, 2018 related to our review of interim financial statements. Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Houston, Texas

February 8, 2018

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, Jonathan E. Baliff, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;

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

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

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

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

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

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

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

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

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

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

Dated: February 8, 2018

/s/ Jonathan E. Baliff

Jonathan E. Baliff

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, L. Don Miller, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;

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

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

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

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

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

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

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

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

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

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

Dated: February 8, 2018

/s/ L. Don Miller

L. Don Miller

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bristow Group Inc. (the “Company”) for the period ended December 31, 2017, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jonathan E. Baliff, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

	/s/ Jonathan E. Baliff
Name:	Jonathan E. Baliff
Title:	President and Chief Executive Officer
Date:	February 8, 2018

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bristow Group Inc. (the “Company”) for the period ended December 31, 2017, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, L. Don Miller, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

	/s/ L. Don Miller
Name:	L. Don Miller
Title:	Senior Vice President and Chief Financial Officer
Date:	February 8, 2018

XML

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2017	Feb. 02, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Entity Registrant Name	Bristow Group Inc.
Entity Central Index Key	0000073887
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		35,377,044
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Gross revenue:
Operating revenue from non-affiliates	$ 328,944	$ 305,789	$ 991,655	$ 969,779
Operating revenue from affiliates	16,584	18,564	51,594	54,420
Reimbursable revenue from non-affiliates	15,207	13,090	43,271	40,109
Total consolidated gross revenue	360,735	337,443	1,086,520	1,064,308
Operating expense:
Direct cost	271,864	260,343	842,128	831,516
Reimbursable expense	14,725	12,206	42,365	38,096
Depreciation and amortization	31,682	29,768	94,119	93,054
General and administrative	43,366	45,409	138,695	149,278
Operating expense	361,637	347,726	1,117,307	1,111,944
Loss on impairment	0	(8,706)	(1,192)	(16,278)
Loss on disposal of assets	(4,591)	(874)	(12,418)	(13,077)
Earnings from unconsolidated affiliates, net of losses	1,996	766	3,394	4,777
Operating loss	(3,497)	(19,097)	(41,003)	(72,214)
Interest expense, net	(19,093)	(12,179)	(53,677)	(34,533)
Other income (expense), net	(766)	1,668	147	(1,518)
Loss before benefit for income taxes	(23,356)	(29,608)	(94,533)	(108,265)
Benefit (provision) for income taxes	13,419	3,560	(2,546)	11,038
Net loss	(9,937)	(26,048)	(97,079)	(97,227)
Net loss attributable to noncontrolling interests	1,664	4,121	2,322	4,731
Net loss attributable to Bristow Group	$ (8,273)	$ (21,927)	$ (94,757)	$ (92,496)
Loss per common share:
Basic (in dollars per share)	$ (0.23)	$ (0.62)	$ (2.69)	$ (2.64)
Diluted (in dollars per share)	(0.23)	(0.62)	(2.69)	(2.64)
Cash dividends declared per common share (in dollars per share)	$ 0	$ 0.07	$ 0.07	$ 0.21

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (9,937)	$ (26,048)	$ (97,079)	$ (97,227)
Other comprehensive loss:
Currency translation adjustments	(57)	(18,896)	20,394	(31,470)
Total comprehensive loss	(9,994)	(44,944)	(76,685)	(128,697)
Net loss attributable to noncontrolling interests	1,664	4,121	2,322	4,731
Currency translation adjustments attributable to noncontrolling interests	(17)	(687)	530	(5,652)
Total comprehensive (income) loss attributable to noncontrolling interests	1,647	3,434	2,852	(921)
Total comprehensive loss attributable to Bristow Group	$ (8,347)	$ (41,510)	$ (73,833)	$ (129,618)

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017
Current assets:
Cash and cash equivalents	$ 117,848	$ 96,656
Accounts receivable from non-affiliates	202,141	198,129
Accounts receivable from affiliates	12,638	8,786
Inventories	133,993	124,911
Assets held for sale	31,038	38,246
Prepaid expenses and other current assets	43,668	41,143
Total current assets	541,326	507,871
Investment in unconsolidated affiliates	211,115	210,162
Property and equipment – at cost:
Land and buildings	241,792	231,448
Aircraft and equipment	2,511,322	2,622,701
Total property and equipment, at cost	2,753,114	2,854,149
Less – Accumulated depreciation and amortization	(673,930)	(599,785)
Total property and equipment, net	2,079,184	2,254,364
Goodwill	20,299	19,798
Other assets	115,233	121,652
Total assets	2,967,157	3,113,847
Current liabilities:
Accounts payable	87,428	98,215
Accrued wages, benefits and related taxes	55,652	59,077
Income taxes payable	5,320	15,145
Other accrued taxes	6,095	9,611
Deferred revenue	17,922	19,911
Accrued maintenance and repairs	28,468	22,914
Accrued interest	6,292	12,909
Other accrued liabilities	72,292	46,679
Deferred taxes		830
Short-term borrowings and current maturities of long-term debt	93,136	131,063
Total current liabilities	372,605	416,354
Long-term debt, less current maturities	1,102,765	1,150,956
Accrued pension liabilities	54,291	61,647
Other liabilities and deferred credits	37,768	28,899
Deferred taxes	141,904
Deferred taxes		154,873
Commitments and contingencies (Note 5)
Redeemable noncontrolling interest	3,859	6,886
Stockholders’ investment:
Common stock, $.01 par value, authorized 90,000,000; outstanding: 35,375,380 as of December 31 and 35,213,991 as of March 31 (exclusive of 1,291,441 treasury shares)	381	379
Additional paid-in capital	844,825	809,995
Retained earnings	894,684	991,906
Accumulated other comprehensive loss	(307,353)	(328,277)
Treasury shares, at cost (2,756,419 shares)	(184,796)	(184,796)
Total Bristow Group stockholders’ investment	1,247,741	1,289,207
Noncontrolling interests	6,224	5,025
Total stockholders’ investment	1,253,965	1,294,232
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	$ 2,967,157	$ 3,113,847

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares	Dec. 31, 2017	Mar. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares outstanding	35,375,380	35,213,991
Treasury stock, shares acquired, par value method	1,291,441	1,291,441
Treasury stock, shares acquired, cost method	2,756,419	2,756,419

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (97,079)	$ (97,227)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	94,119	93,054
Deferred income taxes	(14,665)	(20,991)
Write-off of deferred financing fees	1,138	0
Discount amortization on long-term debt	343	1,314
Loss on disposal of assets	12,418	13,077
Loss on impairment	1,192	16,278
Deferral of lease payments	2,423	0
Stock-based compensation	8,776	9,508
Equity in earnings from unconsolidated affiliates in excess of dividends received	(3,185)	(4,294)
Increase (decrease) in cash resulting from changes in:
Accounts receivable	(3,785)	15,787
Inventories	(4,618)	(2,912)
Prepaid expenses and other assets	10,250	(4,359)
Accounts payable	(14,540)	(7,395)
Accrued liabilities	(5,528)	(19,891)
Other liabilities and deferred credits	3,434	(6,047)
Net cash used in operating activities	(9,307)	(14,098)
Cash flows from investing activities:
Capital expenditures	(36,441)	(119,726)
Proceeds from asset dispositions	48,547	14,344
Proceeds from OEM cost recoveries	94,463	0
Deposits received on aircraft held for sale	0	290
Net cash provided by (used in) investing activities	106,569	(105,092)
Cash flows from financing activities:
Proceeds from borrowings	548,768	360,240
Debt issuance costs	(11,653)	(3,883)
Repayment of debt	(609,667)	(243,677)
Purchase of 4½% Convertible Senior Notes call option	(40,393)	0
Proceeds from issuance of warrants	30,259	0
Partial prepayment of put/call obligation	(36)	(38)
Dividends paid to noncontrolling interest	0	(2,533)
Payment of contingent consideration	0	(10,000)
Common stock dividends paid	(2,465)	(7,366)
Repurchases for tax withholdings on vesting of equity awards	(591)	(762)
Net cash provided by (used in) financing activities	(85,778)	91,981
Effect of exchange rate changes on cash and cash equivalents	9,708	(5,942)
Net increase (decrease) in cash and cash equivalents	21,192	(33,151)
Cash and cash equivalents at beginning of period	96,656	104,310
Cash and cash equivalents at end of period	117,848	71,159
Cash paid during the period for:
Interest	69,896	43,965
Income taxes	$ 20,440	$ 23,550

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTEREST - 9 months ended Dec. 31, 2017 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Noncontrolling Interests
Redeemable noncontrolling interest, beginning period at Mar. 31, 2017	$ 6,886
Increase (Decrease) in Temporary Equity [Roll Forward]
Currency translation adjustments	489
Net loss	(3,516)
Redeemable noncontrolling interest, ending balance at Dec. 31, 2017	3,859
Balance as of March 31, 2017 at Mar. 31, 2017	$ 1,294,232	$ 379	$ 809,995	$ 991,906	$ (328,277)	$ (184,796)	$ 5,025
Common stock, shares beginning balance at Mar. 31, 2017	35,213,991	35,213,991
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 8,188	$ 2	8,186
Issuance of common stock, shares		161,389
Equity component of 4½% Convertible Senior Notes issued	36,778		36,778
Purchase of 4½% Convertible Senior Notes call option	(40,393)		(40,393)
Proceeds from issuance of warrants	30,259		30,259
Distributions paid to noncontrolling interests	(36)						(36)
Common stock dividends ($0.07 per share)	(2,465)			(2,465)
Currency translation adjustments	41						41
Net loss	(93,563)			(94,757)			1,194
Other comprehensive income	20,924				20,924
Balance as of December 31, 2017 at Dec. 31, 2017	$ 1,253,965	$ 381	$ 844,825	$ 894,684	$ (307,353)	$ (184,796)	$ 6,224
Common stock, shares ending balance at Dec. 31, 2017	35,375,380	35,375,380

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (PARENTHETICAL) - $ / shares	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Statement of Stockholders' Equity [Abstract]
Common stock dividends per share	$ 0	$ 0.07	$ 0.07	$ 0.21

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities (“Bristow Group”, the “Company”, “we”, “us”, or “our”) after elimination of all significant intercompany accounts and transactions. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 2018 is referred to as “fiscal year 2018”. Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, the information contained in the following notes to condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and related notes thereto contained in our fiscal year 2017 Annual Report (the “fiscal year 2017 Financial Statements”). Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year.

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the consolidated balance sheet of the Company as of December 31, 2017, the consolidated statements of operations and comprehensive loss for the three and nine months endedDecember 31, 2017 and 2016, the consolidated cash flows for the nine months endedDecember 31, 2017 and 2016, and the consolidated statements of changes in equity and redeemable noncontrolling interest for the nine months endedDecember 31, 2017.

Foreign Currency

During the three and nine months endedDecember 31, 2017 and 2016, our primary foreign currency exposure was 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:

	Three Months Ended   December 31,		Nine Months Ended   December 31,
	2017	2016	2017	2016
One British pound sterling into U.S. dollars
High	1.35	1.30	1.36	1.48
Average	1.33	1.24	1.31	1.33
Low	1.31	1.21	1.24	1.21
At period-end	1.35	1.24	1.35	1.24
One euro into U.S. dollars
High	1.20	1.12	1.20	1.15
Average	1.18	1.08	1.15	1.11
Low	1.16	1.04	1.06	1.04
At period-end	1.20	1.05	1.20	1.05
One Australian dollar into U.S. dollars
High	0.79	0.77	0.81	0.78
Average	0.77	0.75	0.77	0.75
Low	0.75	0.72	0.74	0.72
At period-end	0.78	0.72	0.78	0.72
One Norwegian kroner into U.S. dollars
High	0.1269	0.1253	0.1294	0.1253
Average	0.1225	0.1193	0.1219	0.1202
Low	0.1193	0.1145	0.1152	0.1145
At period-end	0.1223	0.1162	0.1223	0.1162
One Nigerian naira into U.S. dollars
High	0.0028	0.0032	0.0033	0.0050
Average	0.0028	0.0032	0.0030	0.0037
Low	0.0028	0.0031	0.0027	0.0029
At period-end	0.0028	0.0032	0.0028	0.0032

_____________ 

Source: FactSet

Other income (expense), net, in our condensed consolidated statements of operations includes foreign currency transaction gains of $0.4 million and $1.6 million for the three months endedDecember 31, 2017 and 2016, respectively, and foreign currency transaction gains of $1.2 million and foreign currency transaction losses of $1.8 million for the nine months endedDecember 31, 2017 and 2016, respectively. 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.

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 the three months endedDecember 31, 2017 and 2016, earnings from unconsolidated affiliates, net of losses, decreased by $0.8 million and $1.2 million, respectively, and during the nine months endedDecember 31, 2017 and 2016, earnings from unconsolidated affiliates, net of losses, decreased by $1.6 million and $2.5 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. The value of the Brazilian real has fluctuated relative to the U.S. dollar as indicated in the following table:

	Three Months Ended   December 31,		Nine Months Ended   December 31,
	2017	2016	2017	2016
One Brazilian real into U.S. dollars
High	0.3198	0.3207	0.3244	0.3207
Average	0.3076	0.3032	0.3117	0.2988
Low	0.3004	0.2866	0.2995	0.2702
At period-end	0.3015	0.3073	0.3015	0.3073

_____________ 

Source: FactSet

We estimate that the fluctuation of currencies versus the same period in the prior fiscal year had the following effect on our financial condition and results of operations (in thousands):

	Three Months Ended   December 31, 2017			Nine Months Ended   December 31, 2017
Revenue	$	10,826		$	(4,850	)
Operating expense	(9,028		)	593
Earnings from unconsolidated affiliates, net of losses	484			908
Non-operating expense	(1,270		)	2,977
Income before provision for income taxes	1,012			(372		)
Provision for income taxes	1,057			2,933
Net income	2,069			2,561
Cumulative translation adjustment	(74		)	20,924
Total stockholders’ investment	$	1,995		$	23,485

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.

Revenue from helicopter services, including search and rescue (“SAR”) services, is recognized based on contractual rates 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 periods 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 generally 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 condensed consolidated statements of operations.

Eastern Airways International Limited (“Eastern Airways”) and Capiteq Limited, operating under the name 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 of our 100% interest in Bristow Academy, Inc. (“Bristow Academy”) 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 are provided.

Interest Expense, Net

During the three and nine months endedDecember 31, 2017 and 2016, interest expense, net consisted of the following (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Interest income	$	144		$	168		$	512		$	637
Interest expense	(19,237		)	(12,347		)	(54,189		)	(35,170		)
Interest expense, net	$	(19,093	)	$	(12,179	)	$	(53,677	)	$	(34,533	)

Accounts Receivable

As of December 31 and March 31, 2017, the allowance for doubtful accounts for non-affiliates was $3.8 million and $4.5 million, respectively. There were no allowances for doubtful accounts related to accounts receivable due from affiliates as of December 31 and March 31, 2017. The allowance for doubtful accounts for non-affiliates as of December 31, 2017 primarily relates to amounts due from clients in Nigeria for which we no longer believe collection is probable.

Inventories

As of December 31 and March 31, 2017, inventories were net of allowances of $22.1 million and $21.5 million, respectively. During the nine months endedDecember 31, 2017, as a result of changes in expected future utilization of aircraft within our training fleet we recorded a $1.2 million charge to impair inventory used on our training fleet, which is included in loss on impairment on our condensed consolidated statement of operations.

Prepaid Expenses and Other Current Assets

As of December 31 and March 31, 2017, prepaid expenses and other current assets included the short-term portion of contract acquisition and pre-operating costs totaling $10.7 million and $9.7 million, respectively, related to the SAR contracts in the U.K. and two client contracts in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts. For the three months endedDecember 31, 2017 and 2016, we expensed $2.8 million and $2.5 million, respectively, and for the nine months endedDecember 31, 2017 and 2016, we expensed $8.5 million and $8.2 million, respectively, related to these contracts.

Loss on Impairment

Loss on impairment included goodwill impairment charges of $8.7 million for the three and nine months endedDecember 31, 2016, and impairment charges for inventory of $1.2 million and $7.6 million for the nine months endedDecember 31, 2017 and December 31, 2016, respectively. The goodwill impairment charges related to Eastern Airways and resulted from an overall reduction in expected operating results due to the downturn in the oil and gas market driven by reduced crude oil prices (see discussion under “Goodwill” below). The inventory impairment for the nine months endedDecember 31, 2017 resulted from changes in expected future utilization of aircraft within our training fleet as discussed under “Inventories” above. The inventory impairment for the nine months endedDecember 31, 2016 resulted from a change in estimated consumption and the continued decline in the secondary market for certain inventory related to the decision to cease operating certain older model aircraft within our fleet in fiscal year 2018.

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 $20.3 million and $19.8 million as of December 31 and March 31, 2017, respectively, related to our Asia Pacific reporting unit was as follows (in thousands):

March 31, 2017	$	19,798
Foreign currency translation	501
December 31, 2017	$	20,299

Accumulated goodwill impairment of $50.9 million as of both December 31 and March 31, 2017 related to our reporting units were as follows (in thousands):

	Europe Caspian			Africa			Americas			Corporate and other			Total
March 31, 2017	$	(33,883	)	$	(6,179	)	$	(576	)	$	(10,223	)	$	(50,861	)
Impairments	—			—			—			—			—
December 31, 2017	$	(33,883	)	$	(6,179	)	$	(576	)	$	(10,223	)	$	(50,861	)

We test goodwill for impairment on an annual basis as of March 31 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 December 31, 2016, we noted an overall reduction in expected operating results for Eastern Airways from the downturn in the oil and gas market driven by reduced crude oil prices and performed an interim impairment test of goodwill for Eastern Airways. Based on this factor, we concluded that the fair value of our goodwill for Eastern Airways 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 an impairment charge of $8.7 million reflected in our results for the three and nine months ended December 31, 2016.

We estimated the implied fair value of Eastern Airways 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.

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 downturn. Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, including cost reduction initiatives. Capital requirements in the discounted cash flow model were based on management’s estimates of future capital costs driven by 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 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 goodwill impairment test, we calculated Eastern Airways’ estimated fair value as the average of the values calculated under the income approach and the market approach.

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
	Gross Carrying Amount
March 31, 2017	$	8,169		$	12,752		$	4,483		$	1,062		$	746		$	27,212
Foreign currency translation	1			46			272			32			4			355
December 31, 2017	$	8,170		$	12,798		$	4,755		$	1,094		$	750		$	27,567
	Accumulated Amortization
March 31, 2017	$	(8,155	)	$	(11,071	)	$	(908	)	$	(685	)	$	(657	)	$	(21,476	)
Amortization expense	(13		)	(224		)	(221		)	(167		)	(44		)	(669		)
December 31, 2017	$	(8,168	)	$	(11,295	)	$	(1,129	)	$	(852	)	$	(701	)	$	(22,145	)
Weighted average remaining contractual life, in years	0.1			3.6			13.1			1.8			1.6			5.2

Future amortization expense of intangible assets for each of the years ending March 31 is as follows (in thousands):

2018	$	220
2019	760
2020	469
2021	469
2022	470
Thereafter	3,034
	$	5,422

The Bristow Norway AS and Eastern Airways acquisitions, included in our Europe Caspian region, resulted in intangible assets for client contracts, client relationships, trade names and trademarks, internally developed software and licenses. The Airnorth acquisition, included in our Asia Pacific region, resulted in intangible assets for client contracts, client relationships and trade name and trademarks.

Other Assets

In addition to the other intangible assets described above, other assets included the long-term portion of contract acquisition and pre-operating costs totaling $51.2 million and $51.1 million, respectively, as of December 31 and March 31, 2017, related to the SAR contracts in the U.K. and two client contracts in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts.

Property and Equipment and Assets Held for Sale

During the three and nine months endedDecember 31, 2017 and 2016, we took delivery of aircraft and made capital expenditures as follows:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
Number of aircraft delivered:
Medium	—		—		5		5
SAR aircraft	—		1		—		2
Total aircraft	—		1		5		7
Capital expenditures (in thousands):
Aircraft and equipment (1)	$	10,311	$	17,196	$	26,800	$	112,770
Land and buildings	1,813		664		9,641		6,956
Total capital expenditures	$	12,124	$	17,860	$	36,441	$	119,726

_____________ 

⁽¹⁾ During the nine months endedDecember 31, 2017 and 2016, we spent $2.3 million and $66.8 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 the three and nine months endedDecember 31, 2017 and 2016:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
	(In thousands, except for number of aircraft)
Number of aircraft sold or disposed of	5		3		11		9
Proceeds from sale or disposal of assets	$	6,303	$	2,525	$	48,547	$	14,344
Loss from sale or disposal of assets (1)	$	3,031	$	674	$	1,111	$	1,717
Number of aircraft impaired	1		1		5		13
Impairment charges on assets held for sale (1)(2)	$	1,560	$	200	$	11,307	$	11,360

_____________ 

⁽¹⁾  Included in gain (loss) on disposal of assets on our condensed consolidated statements of operations.

⁽²⁾  Includes a $6.5 million impairment of the Bristow Academy disposal group for the nine months ended December 31, 2017.

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. As of September 30, 2017, we concluded the disposal group, comprised of the Bristow Academy assets and liabilities met the held for sale criteria under accounting standards, but did not meet the requirements for classification as discontinued operations. We evaluated the carrying value of the Bristow Academy disposal group and recorded an impairment of $6.5 million during the three months ended September 30, 2017, within loss on disposal of assets on our condensed consolidated statement of operations, to record the disposal group at fair value based on the terms of the sale. During the three months endedDecember 31, 2017, we recorded an additional loss on disposal of $0.7 million within loss on disposal of assets on our condensed consolidated statement of operations. The Bristow Academy disposal group is included in Corporate and other in Note 9 – Segment Information.

During the three and nine months endedDecember 31, 2016, we recorded accelerated depreciation of $1.1 million and $9.3 million on five and 11 aircraft, respectively, as our management decided to exit these model types earlier than originally anticipated.

During fiscal year 2018, we reached agreements with original equipment manufacturers (“OEM”) to recover approximately $130.0 million related to ongoing aircraft issues, of which $125.0 million was realized during the three months endedDecember 31, 2017 and resulted in an increase in cash. To reflect the amount realized from these OEM cost recoveries during the three months endedDecember 31, 2017, 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 $12.0 million and recorded a deferred liability of $18.5 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, of which $1.1 million was recognized in December 2017. 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 $2.1 million during the remainder of fiscal year 2018, $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 $17.4 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 $3.5 million during the remainder of fiscal year 2018, $7.9 million during fiscal year 2019, $4.0 million during fiscal year 2020 and $2.0 million during fiscal year 2021. For certain leased aircraft, the leases expired prior to the realization of the settlements to which they were related recognized by the immediate reduction to rent expense of $12.0 million during the three and nine months ended December 31, 2017.

Other Accrued Liabilities

Other accrued liabilities of $72.3 million and $46.7 million as of December 31 and March 31, 2017, respectively, includes the following:

	December 31,   2017		March 31,    2017
	(In thousands)
Accrued lease costs	$	12,189	$	5,601
Deferred OEM cost recovery	10,413		—
Eastern overdraft liability	9,486		5,829
Accrued property and equipment	5,158		3,546
Deferred gain on sale leasebacks	1,305		1,655
Other operating accruals	33,741		30,048
	$	72,292	$	46,679

Redeemable Noncontrolling Interest

In January 2018, we acquired the remaining 40% of the outstanding shares of Eastern Airways for no consideration.

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.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance on revenue recognition for revenue from contracts with customers. This accounting guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance when it becomes effective. This new standard is effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB approved the deferral of the effective date of the revenue recognition standard permitting public entities to apply the new revenue standard to annual reporting periods beginning after December 15, 2017. Early application is permitted, but not before the original effective date of December 15, 2016. 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. We have not adopted this standard yet but expect to adopt the new revenue standard using the modified retrospective transition approach. We are continuing to evaluate the effect this accounting guidance will have on our financial statements and related disclosures and are still assessing the differences between the new revenue standard and current accounting practices.

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 tax assets and $0.8 million in current deferred tax liabilities. As a result of this adoption, as of April 1, 2017 and going forward we will classify all current deferred taxes as non-current.

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 have not yet adopted this standard and are currently evaluating the effect this standard will have 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 $2.3 million recorded as an increase to the income tax provision during the nine months endedDecember 31, 2017. 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 condensed consolidated statements of cash flows did not impact our financial statements as there was no excess tax benefit recorded for the periods presented. The provisions related to employee taxes paid for withheld shares are presented as a cash flow financing activity required us to revise our prior period condensed consolidated statement of cash flows by $0.8 million as a decrease in net cash used in operating activities and a corresponding decrease in net cash provided by financing activities for the nine months endedDecember 31, 2016. None of the other provisions of the pronouncement had a material effect on our consolidated financial statements.

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 an 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 and are currently evaluating the effect this accounting guidance will have on our financial statements.

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 and are currently evaluating the effect this accounting guidance will have on our financial statements.

In March 2017, the FASB issued accounting guidance related to the presentation of net periodic pension cost and net periodic postretirement 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 postretirement 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 postretirement benefit in assets. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.

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 have on our financial statements.

In August 2017, the FASB issued new accounting guidance on derivatives and hedging, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. This accounting guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and earlier adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.

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VARIABLE INTEREST ENTITIES

9 Months Ended

Dec. 31, 2017

Variable Interest Entities [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

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 December 31, 2017, we had interests in four VIEs of which we were the primary beneficiary, which are described below, and had no interests in VIEs of which we were not the primary beneficiary. See Note 3 to the fiscal year 2017 Financial Statements for a description of other investments in significant affiliates.

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 holds all of the outstanding shares in Bristow Helicopters Limited (“Bristow Helicopters”). Bristow Aviation’s subsidiaries provide industrial aviation services to clients 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”) own 49%, 46% and 5%, respectively, of Bristow Aviation’s total outstanding ordinary shares, although Caledonia has 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 ($123.1 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 $2.1 billion as of December 31, 2017.

The Company, Caledonia, the E.U. Investor and Bristow Aviation have entered into a shareholder agreement respecting, among other things, the composition 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.

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. 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 under the put/call agreement limiting our ability to exercise the put/call option is 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 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 condensed consolidated balance sheets as noncontrolling interest.

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 December 31, 2017) 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% (prior to May 2004, the rate was fixed at 12%) by recognizing noncontrolling interest expense on our condensed consolidated statements of operations, with a corresponding increase in noncontrolling interest on our condensed consolidated balance sheets. Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on our condensed 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.

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 condensed 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):

	December 31,   2017		March 31,    2017
Assets
Cash and cash equivalents	$	84,236	$	92,409
Accounts receivable	271,053		222,560
Inventories	102,370		90,190
Prepaid expenses and other current assets	48,016		50,016
Total current assets	505,675		455,175
Investment in unconsolidated affiliates	3,407		3,513
Property and equipment, net	318,879		306,831
Goodwill	20,299		19,798
Other assets	208,390		203,228
Total assets	$	1,056,650	$	988,545
Liabilities
Accounts payable	$	276,997	$	146,841
Accrued liabilities	142,180		122,130
Accrued interest	2,065,246		1,891,305
Current maturities of long-term debt	20,993		18,578
Total current liabilities	2,505,416		2,178,854
Long-term debt, less current maturities	465,699		501,782
Accrued pension liabilities	54,291		61,647
Other liabilities and deferred credits	2,495		8,138
Deferred taxes	16,777		20,264
Redeemable noncontrolling interest	3,859		6,886
Total liabilities	$	3,048,537	$	2,777,571

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Revenue	$	309,461		$	291,808		$	933,387		$	920,587
Operating loss	(17,463		)	(28,287		)	(40,095		)	(68,803		)
Net loss	(79,789		)	(44,999		)	(221,039		)	(214,336		)

Bristow Helicopters Nigeria Ltd. — Bristow Helicopters Nigeria Ltd. (“BHNL”) is a joint venture in Nigeria in which Bristow Helicopters owned a 48% interest, a Nigerian company owned 100% by Nigerian employees owned a 50% interest and an employee trust fund owned the remaining 2% interest as of December 31, 2017. BHNL provides industrial aviation services to clients 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 a 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 a 50.17% interest. PAAN provides industrial aviation services to clients in Nigeria.

The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN, setting the 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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DEBT

9 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

DEBT

DEBT

Debt as of December 31 and March 31, 2017 consisted of the following (in thousands):

	December 31,   2017			March 31,    2017
6¼% Senior Notes due 2022	$	401,535		$	401,535
4½% Convertible Senior Notes due 2023	106,124			—
Term Loan	52,546			261,907
Term Loan Credit Facility	—			45,900
Revolving Credit Facility	—			139,100
Lombard Debt	206,831			196,832
Macquarie Debt	188,528			200,000
PK Air Debt	230,000			—
Airnorth Debt	14,507			16,471
Eastern Airways Debt	12,772			15,326
Other Debt	2,423			16,293
Unamortized debt issuance costs	(19,365		)	(11,345		)
Total debt	1,195,901			1,282,019
Less short-term borrowings and current maturities of long-term debt	(93,136		)	(131,063		)
Total long-term debt	$	1,102,765		$	1,150,956

4½% Convertible Senior Notes due 2023 — On December 18, 2017, we issued and sold $143.8 million of 4½% Convertible Senior Notes due 2023 (the “4½% Convertible Senior Notes”). 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 were issued pursuant to an indenture dated as of June 17, 2008 (the “Base Indenture”), among the Company, the subsidiary guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the sixth supplemental indenture thereto dated as of December 18, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among us, the Guarantors and the Trustee.

The 4½% Convertible Senior Notes are convertible into cash, shares of our common stock or a combination of cash and shares of the 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 our senior unsecured obligations. As of December 31, 2017, the if-converted value of the 4½% Convertible Senior Notes did not exceed the principal balance.

The proceeds were used to repay $89.6 million of the $350 million term loan (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 December 31, 2017 is as follows (in thousands):

Equity component - net carrying value (1)	$	36,778
Debt component:
Face amount due at maturity	$	143,750
Unamortized discount	(37,626		)
Debt component - net carrying value	$	106,124

_____________ 

⁽¹⁾ Net of equity issuance costs of $1.0 million.

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 three and nine months ended December 31, 2017 was 11.0%. Interest expense related to our 4½% Convertible Senior Notes for the three and nine months ended December 31, 2017 was as follows (in thousands):

Contractual coupon interest	$	234
Amortization of debt discount	181
Total interest expense	$	415

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 JP Morgan Chase Bank, National Association (the “Option Counterparties”). These transactions represent 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 are expected generally to reduce the potential dilution and/or offset the cash payments we are 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 is greater than the strike price of the Note Hedge Transactions, which is initially $15.64 (subject to adjustment), corresponding approximately to the initial conversion price of the 4½% Convertible Senior Notes. The Note Hedge Transactions have been 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 the our common stock initially underlying the 4½% Convertible Senior Notes, subject to customary anti-dilution adjustments. The strike price of the warrants is $20.02 per share (subject to adjustment), which is 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 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, exceeds the applicable strike price of the warrants. The Warrant Transactions have been accounted for by recording the proceeds received as additional paid-in capital.

The Note Hedge Transactions and the Warrant Transactions are separate transactions, in each case entered into by us with the Option Counterparties, and are not part of the terms of the 4½% Convertible Senior Notes and will not affect any holder’s rights under the 4½% Convertible Senior Notes.

Term Loan and Revolving Credit Facility — During the nine months endedDecember 31, 2017, we had borrowings of $174.8 million and made payments of $313.9 million under our $400 million revolving credit facility (the “Revolving Credit Facility”). Additionally, we paid $209.5 million to reduce our borrowings under the Term Loan. As of December 31, 2017, we had $12.4 million in letters of credit outstanding under the Revolving Credit Facility.

Term Loan Credit Facility — During the nine months endedDecember 31, 2017, we paid $45.9 million under our $200 million of term loan commitments (the “Term Loan Credit Facility”) and terminated the facility in October 2017.

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 shall be made in respect of an aircraft to be 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 will be 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 twelve 30-day months in respect of such term loan with a floating rate of interest based on one-month LIBOR, plus the Margin.

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 credit agreement, the borrower will guarantee certain of its direct parent’s obligations under existing aircraft operating leases up to a capped amount.

Other Debt — Other Debt as of March 31, 2017 primarily included amounts payable relating to the third year earn-out payment of $16.0 million for our investment in Cougar Helicopters Inc. (“Cougar”), which was paid in April 2017.

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FAIR VALUE DISCLOSURES

9 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

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.

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 at its fair value.

The following table summarizes the assets as of December 31, 2017, 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)		Balance as of December 31, 2017		Total Loss for the Three Months Ended December 31, 2017			Total Loss for the Nine Months Ended December 31, 2017
Inventories	$	—	$	—	$	—	$	—	$	—		$	(1,192	)
Assets held for sale	—		—		31,038		31,038		(1,560		)	(11,307		)
Total assets	$	—	$	—	$	31,038	$	31,038	$	(1,560	)	$	(12,499	)

The following table summarizes the assets as of December 31, 2016, 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)		Balance as of December 31, 2016		Total Loss for the Three Months Ended December 31, 2016			Total Loss for the Nine Months Ended December 31, 2016
Inventories	$	—	$	46,654	$	—	$	46,654	$	—		$	(7,572	)
Assets held for sale	—		37,635		—		37,635		(200		)	(11,360		)
Goodwill	—		—		18,793		18,793		(8,706		)	(8,706		)
Total assets	$	—	$	84,289	$	18,793	$	103,082	$	(8,906	)	$	(27,638	)

The 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 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.

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 for similar assets and condition and location of aircraft to be sold or otherwise disposed of. The loss for the three and nine months endedDecember 31, 2017 related to one and five aircraft held for sale, respectively, and the loss for the three and nine months endedDecember 31, 2016 related to one and 13 aircraft held for sale, respectively. Additionally, the loss for the nine months endedDecember 31, 2017 includes $6.5 million of impairment relating to the Bristow Academy disposal group. For further details on Bristow Academy disposal group, see Note 1.

The fair value of 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 our goodwill, see Note 1.

Recurring Fair Value Measurements

The following table summarizes the financial instruments we had as of December 31, 2017, 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 December 31, 2017		Balance  Sheet Classification
Rabbi Trust investments	$	2,847	$	—	$	—	$	2,847	Other assets
Total assets	$	2,847	$	—	$	—	$	2,847

The following table summarizes the financial instruments we had as of March 31, 2017, 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, 2017		Balance  Sheet Classification
Rabbi Trust investments	$	3,075	$	—	$	—	$	3,075	Other assets
Total assets	$	3,075	$	—	$	—	$	3,075

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.

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):

	December 31, 2017				March 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
6¼% Senior Notes	$	401,535	$	328,777	$	401,535	$	323,236
4½% Convertible Senior Notes (1)	106,124		158,571		—		—
Term Loan	52,546		52,546		261,907		261,907
Term Loan Credit Facility	—		—		45,900		45,900
Revolving Credit Facility	—		—		139,100		139,100
Lombard Debt	206,831		206,831		196,832		196,832
Macquarie Debt	188,528		188,528		200,000		200,000
PK Air Debt	230,000		230,000		—		—
Airnorth Debt	14,507		14,507		16,471		16,471
Eastern Airways Debt	12,772		12,772		15,326		15,326
Other Debt	2,423		2,423		16,293		16,293
	$	1,215,266	$	1,194,955	$	1,293,364	$	1,215,065

_____________ 

⁽¹⁾  Carrying value of the 4½% Convertible Senior Notes includes unamortized discount of $37.6 million as of December 31, 2017.

Other

The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Aircraft Purchase Contracts — As shown in the table below, we expect to make additional capital expenditures over the next seven fiscal years to purchase additional aircraft. As of February 8, 2018, we had 27 aircraft on order and 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.

	Three Months Ending March 31, 2018		Fiscal Year Ending March 31,
			2019		2020		2021		2022 and thereafter(1)		Total
Commitments as of February 8, 2018: (2)
Number of aircraft:
Large	—		1		—		4		18		23
U.K. SAR	—		—		4		—		—		4
	—		1		4		4		18		27
Related commitment expenditures (in thousands) (2)(3)
Medium and large	$	—	$	19,856	$	25,536	$	78,726	$	285,295	$	409,413
U.K. SAR	3,242		—		62,970		—		—		66,212
	$	3,242	$	19,856	$	88,506	$	78,726	$	285,295	$	475,625
Options as of February 8, 2018:
Number of aircraft:
Large	—		2		2		—		—		4
	—		2		2		—		—		4
Related option expenditures (in thousands) (3)	$	—	$	44,181	$	31,536	$	—	$	—	$	75,717

_____________ 

⁽¹⁾  Includes $96.0 million for five aircraft orders that can be cancelled prior to delivery dates. We made non-refundable deposits of $4.5 million related to these aircraft.

⁽²⁾  We have an agreement to defer payment of approximately $63.0 million in capital expenditures out of fiscal year 2018 and into future periods which is reflected in the table above.

⁽³⁾  Includes progress payments on aircraft scheduled to be delivered in future periods only if options are exercised.

The following chart presents an analysis of our aircraft orders and options during fiscal year 2018:

	Three Months Ended
	December 31, 2017		September 30, 2017			June 30, 2017
	Orders	Options	Orders		Options	Orders		Options
Beginning of period	27	4	29		4	32		4
Aircraft delivered	—	—	(2	)	—	(3	)	—
End of period	27	4	27		4	29		4

We periodically purchase aircraft for which we have no orders.

Operating Leases — We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities. Rent expense incurred under all operating leases was $42.6 million and $53.7 million for the three months endedDecember 31, 2017 and 2016, respectively, and $158.5 million and $156.9 million for the nine months endedDecember 31, 2017 and 2016, respectively. Rent expense incurred under operating leases for aircraft was $36.5 million and $47.9 million for the three months endedDecember 31, 2017 and 2016, respectively, and $137.9 million and $138.7 million for the nine months endedDecember 31, 2017 and 2016, respectively.

The aircraft leases range from base terms of up to 180 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. 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 December 31, 2017:

End of Lease Term	Number of Aircraft
Three months ending March 31, 2018 to fiscal year 2019	25
Fiscal year 2020 to fiscal year 2022	48
Fiscal year 2023 to fiscal year 2024	17
	90

We lease six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group, which is a related party due to common ownership of Cougar; we paid lease fees of $4.7 million and $14.4 million during the three and nine months endedDecember 31, 2017, respectively. Additionally, in July 2016, we began leasing a facility in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar; we paid $0.1 million in lease fees during the nine months endedDecember 31, 2017.

Employee Agreements — Approximately 53% of our employees are represented by collective bargaining agreements and/or unions with 90% 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 4%. 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.

Separation Programs — In March 2015 and May 2016, 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. Also, during June 2017, two named executive officers and the principal operating officer, and during fiscal year 2018 other employees across various regions, departed from the Company as part of an organizational restructuring. In April 2016, one named executive officer, along with other employees across various regions, departed from the Company as part of a previous restructuring. We recognized compensation expense related to the departure of these officers and other employees included in the table below. The expense related to the VSPs and ISPs for the three and nine months endedDecember 31, 2017 and 2016 is as follows (in thousands):

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
VSP:
Direct cost	$	—	$	179	$	—	$	1,624
General and administrative	—		—		—		23
Total	$	—	$	179	$	—	$	1,647
ISP:
Direct cost	$	2,661	$	464	$	5,208	$	5,360
General and administrative	120		102		8,662		8,697
Total	$	2,781	$	566	$	13,870	$	14,057

Environmental Contingencies — The U.S. Environmental Protection Agency (the “EPA”), has in the past notified us that we are a potential responsible party (“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.

Other Purchase Obligations — As of December 31, 2017, we had $28.4 million of other purchase obligations representing unfilled purchase orders for aircraft parts, commitments associated with upgrading facilities at our bases and non-cancelable power-by-the-hour maintenance commitments.

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.

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 NCAA issued safety and operational directives which detail the conditions to apply for 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 sole H225LP model aircraft in Norway, our thirteen H225LP model aircraft in the U.K. or our six H225LP model aircraft in Australia, or for search and rescue purposes, including training and missions, any of our other four H225LP model aircraft in Norway or our other three H225LP model aircraft in Australia. We are carefully evaluating next steps and demand for the H225LP model aircraft in our oil and gas and search and rescue operations worldwide, with the safety of passengers and crews remaining our highest priority. During the three months ended December 31, 2017, we returned three of these H225LP models to the lessor; two were previously operating in Australia and one was previously operating in the U.K. During February 2018, we returned one H225LP model to the lessor that was previously operating in the U.K.

Separately, our efforts to successfully integrate AW189 aircraft into service for the U.K. SAR contract have been delayed due to a product improvement plan with the aircraft. As a result, the acceptance of four AW189 aircraft will be pushed 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 approximately $130.0 million related to ongoing aircraft issues mentioned above, of which $125.0 million was recovered during the three months endedDecember 31, 2017. For further details on the accounting treatment, see Note 1 — Basis of Presentation, Consolidation and Summary of Significant Accounting Policies — Property and Equipment and Assets Held for Sale.

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 December 31, 2017 to be approximately $4 million to $6 million.

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.

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TAXES

9 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

TAXES

TAXES

We estimate the full-year effective tax rate from continuing operations and apply this rate to our year-to-date income from continuing operations. In addition, we separately calculate the tax impact of unusual or infrequent items, if any. The tax impacts of such unusual or infrequent items are treated discretely in the quarter in which they occur. During the three months endedDecember 31, 2017 and 2016, our effective tax rate was 57.5% and 12.0%, and during the nine months endedDecember 31, 2017 and 2016, our effective tax rate was (2.7)% and 10.2%, respectively. The effective tax rate for the three and nine months endedDecember 31, 2017 and 2016 were impacted by valuation allowances against future realization of foreign tax credits and net operating losses in certain foreign jurisdictions. For the three and nine months endedDecember 31, 2017, our effective tax rate also includes the impact of $4.7 million of unrecognized tax benefits in certain foreign jurisdictions. Additionally, for the three and nine months endedDecember 31, 2017, we reported a one-time tax benefit of $14.1 million as a result of the enactment of the Tax Cuts and Jobs Act (the “Act”).

The relationship between our provision for or benefit from income taxes and our pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) our geographical blend of pre-tax book income. Consequently, our income tax expense or benefit does not change proportionally with our pre-tax book income or loss. Significant decreases in our pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The increase in our effective tax rate excluding discrete items for the three months endedDecember 31, 2017 compared to the three months endedDecember 31, 2016 primarily related to an increase in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, we increased our valuation allowance by $2.1 million and $3.7 million for the three months endedDecember 31, 2017 and 2016, respectively, and $13.4 million and $19.3 million for the nine months endedDecember 31, 2017 and 2016, respectively, which also increased our effective tax rate.

As of December 31, 2017, there were $6.2 million of unrecognized tax benefits, all of which would have an impact on our effective tax rate if recognized.

On December 22, 2017, the United States Congress enacted 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 takes effect on January 1, 2018. Further, the Act provides 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 have made reasonable estimates for the change in the U.S. federal corporate income tax rate and one-time “deemed repatriation” of accumulated foreign earnings. We estimate the revaluation of U.S. net deferred tax liabilities will result in a one-time tax benefit of approximately $75.6 million offset by an estimated $61.5 million in tax expense as a result of the “deemed repatriation” of foreign earnings. We are still analyzing certain aspects of the Act and refining our calculations.

Because of the complexity, we are continuing to evaluate certain provisions of the Act which may have an impact on our income taxes beginning after fiscal year 2018.

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EMPLOYEE BENEFIT PLANS

9 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

Pension Plans

The following table provides a detail of the components of net periodic pension cost (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Service cost for benefits earned during the period	$	159		$	1,696		$	470		$	5,450
Interest cost on pension benefit obligation	3,893			4,139			11,482			13,297
Expected return on assets	(5,509		)	(5,601		)	(16,250		)	(17,992		)
Amortization of unrecognized losses	1,844			1,699			5,441			5,454
Net periodic pension cost	$	387		$	1,933		$	1,143		$	6,209

The current estimates of our cash contributions to our defined benefit pension plans to be paid in fiscal year 2018 are $15.3 million, of which $12.0 million was paid during the nine months endedDecember 31, 2017. The weighted-average expected long-term rate of return on assets for our U.K. pension plans as of March 31, 2017 was 4.4%.

Incentive Compensation

Stock-based awards are currently made under the Bristow Group Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”). A maximum of 10,646,729 shares of common stock are reserved. 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 common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. As of December 31, 2017, 2,385,248 shares remained available for grant under the 2007 Plan.

We have a number of other incentive and stock option plans which are described in Note 9 to our fiscal year 2017 Financial Statements.

Total stock-based compensation expense, which includes stock options and restricted stock, totaled $2.2 million and $3.3 million for the three months endedDecember 31, 2017 and 2016, respectively, and $8.8 million and $9.5 million for the nine months endedDecember 31, 2017 and 2016. Stock-based compensation expense has been allocated to our various regions.

During the nine months endedDecember 31, 2017, we awarded 600,618 shares of restricted stock at an average grant date fair value of $7.15 per share. Also during the nine months endedDecember 31, 2017, 1,256,043 stock options were granted. The following table shows the assumptions used to compute the stock-based compensation expense for stock options granted during the nine months endedDecember 31, 2017:

Risk free interest rate	1.78	%
Expected life (years)	5
Volatility	56.1	%
Dividend yield	3.98	%
Weighted average exercise price of options granted	$7.03 per option
Weighted average grant-date fair value of options granted	$2.53 per option

During June 2017, we awarded certain members of management phantom restricted stock which will be paid out in cash after three years. We account for these awards as liability awards. As of December 31, 2017, we had $0.9 million included in other liabilities and deferred credits on our condensed consolidated balance sheet and recognized $0.9 million in general and administrative expense on our condensed consolidated statement of operations during the nine months endedDecember 31, 2017 related to these awards.

Performance cash awards granted in June 2017 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. Performance cash awards granted in June 2015 and June 2016 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. These awards were designed to tie a significant portion of total compensation to performance. One of the effects of this type of compensation is that it requires liability accounting which can result in volatility in earnings. The liability recorded for these awards as of December 31 and March 31, 2017 was $6.8 million and $14.2 million, respectively, and represents an accrual based on the fair value of the awards on those dates. The decrease in the liability during the nine months endedDecember 31, 2017 resulted from the payout in June 2017 of the awards granted in June 2014, partially offset by the value of the new awards granted in June 2017. Any changes in fair value of the awards in future quarters will increase or decrease the liability and impact results in those periods. The effect, either positive or negative, on future period earnings can vary based on factors including changes in our stock price or the stock prices of the peer group companies, as well as changes in other market and company-specific assumptions that are factored into the calculation of fair value of the performance cash awards.

Changes in the fair values of performance cash awards reduced compensation expense by $0.8 million during the three months ended December 31, 2017 and increased compensation expense by $3.1 million, $0.6 million and $5.6 million during the three months endedDecember 31, 2016 and nine months endedDecember 31, 2017 and 2016, respectively.

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EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

9 Months Ended

Dec. 31, 2017

Dividends, Share Repurchases, Earning Per Share and Accumulated Other Comprehensive Income [Abstract]

DIVIDENDS, SHARE REPURCHASES, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME

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:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
Options:
Outstanding	2,729,888		2,150,235		2,791,193		1,720,164
Weighted average exercise price	$	38.12	$	28.51	$	39.88	$	32.90
Restricted stock awards:
Outstanding	681,571		404,772		432,596		486,340
Weighted average price	$	8.67	$	15.06	$	23.25	$	27.92

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Loss (in thousands):
Loss available to common stockholders – basic	$	(8,273	)	$	(21,927	)	$	(94,757	)	$	(92,496	)
Interest expense on assumed conversion of 4½% Convertible Senior Notes, net of tax (1)	—			—			—			—
Loss available to common stockholders – diluted	(8,273		)	(21,927		)	(94,757		)	(92,496		)
Shares:
Weighted average number of common shares outstanding – basic	35,368,212			35,095,240			35,260,746			35,021,463
Assumed conversion of 4½% Convertible Senior Notes outstanding during period (1)	—			—			—			—
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method	—			—			—			—
Weighted average number of common shares outstanding – diluted (2)	35,368,212			35,095,240			35,260,746			35,021,463
Basic loss per common share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)
Diluted loss per common share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)

_____________

⁽¹⁾  Diluted earnings per common share for three and nine months endedDecember 31, 2017 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 December 31, 2017, 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 earnings per share for the three and nine months endedDecember 31, 2017 as our average stock price during these periods 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 the three and nine months endedDecember 31, 2017, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 3.

Accumulated Other Comprehensive Income

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)			Total
Balance as of March 31, 2017	$	(149,721	)	$	(178,556	)	$	(328,277	)
Other comprehensive income before reclassification	20,924			—			20,924
Reclassified from accumulated other comprehensive income	—			—			—
Net current period other comprehensive income	20,924			—			20,924
Foreign exchange rate impact	18,885			(18,885		)	—
Balance as of December 31, 2017	$	(109,912	)	$	(197,441	)	$	(307,353	)

_____________ 

⁽¹⁾  Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

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SEGMENT INFORMATION

9 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

SEGMENT INFORMATION

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 and Egypt. 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. The Asia Pacific region comprises all our operations and affiliates in Australia and Southeast 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 previously included in Corporate and other.

The following tables show region information for the three and nine months endedDecember 31, 2017 and 2016 and as of September 30 and March 31, 2017, where applicable, reconciled to consolidated totals, and prepared on the same basis as our condensed consolidated financial statements (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Region gross revenue from external clients:
Europe Caspian	$	196,958		$	179,632		$	592,280		$	566,290
Africa	48,712			50,516			149,289			156,422
Americas	58,468			52,362			173,431			166,651
Asia Pacific	55,691			52,857			167,421			167,256
Corporate and other	906			2,076			4,099			7,689
Total region gross revenue	$	360,735		$	337,443		$	1,086,520		$	1,064,308
Intra-region gross revenue:
Europe Caspian	$	1,481		$	1,278		$	4,000		$	5,308
Africa	—			—			—			—
Americas	2,147			977			6,391			2,939
Asia Pacific	—			—			—			1
Corporate and other	5			38			27			317
Total intra-region gross revenue	$	3,633		$	2,293		$	10,418		$	8,565
Consolidated gross revenue:
Europe Caspian	$	198,439		$	180,910		$	596,280		$	571,598
Africa	48,712			50,516			149,289			156,422
Americas	60,615			53,339			179,822			169,590
Asia Pacific	55,691			52,857			167,421			167,257
Corporate and other	911			2,114			4,126			8,006
Intra-region eliminations	(3,633		)	(2,293		)	(10,418		)	(8,565		)
Total consolidated gross revenue	$	360,735		$	337,443		$	1,086,520		$	1,064,308

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Earnings from unconsolidated affiliates, net of losses – equity method investments:
Europe Caspian	$	34		$	125		$	125		$	241
Americas	2,097			831			3,712			4,954
Corporate and other	(135		)	(190		)	(443		)	(461		)
Total earnings from unconsolidated affiliates, net of losses – equity method investments	$	1,996		$	766		$	3,394		$	4,734
Consolidated operating loss:
Europe Caspian	$	5,312		$	(303	)	$	19,610		$	18,468
Africa	10,470			10,441			28,353			19,954
Americas	5,308			2,226			11,535			5,790
Asia Pacific	(941		)	(9,012		)	(19,374		)	(24,480		)
Corporate and other	(19,055		)	(21,575		)	(68,709		)	(78,869		)
Loss on disposal of assets	(4,591		)	(874		)	(12,418		)	(13,077		)
Total consolidated operating loss (1)	$	(3,497	)	$	(19,097	)	$	(41,003	)	$	(72,214	)
Depreciation and amortization:
Europe Caspian	$	12,771		$	11,185		$	36,789		$	33,594
Africa	3,664			4,007			10,330			12,680
Americas	6,909			7,060			20,906			25,669
Asia Pacific	4,479			4,973			15,347			13,586
Corporate and other	3,859			2,543			10,747			7,525
Total depreciation and amortization (2)	$	31,682		$	29,768		$	94,119		$	93,054

	December 31,   2017		March 31,    2017
Identifiable assets:
Europe Caspian	$	955,122	$	1,091,536
Africa	414,162		325,719
Americas	857,463		809,071
Asia Pacific	330,210		433,614
Corporate and other (3)	410,200		453,907
Total identifiable assets	$	2,967,157	$	3,113,847

Investments in unconsolidated affiliates – equity method investments:
Europe Caspian	$	350	$	257
Americas	201,422		200,362
Corporate and other	3,057		3,257
Total investments in unconsolidated affiliates – equity method investments	$	204,829	$	203,876

_____________ 

⁽¹⁾  Results for the three and nine months ended December 31, 2017, were positively impacted by a reduction to rent expense of $13.1 million (included in direct costs) impacting Europe Caspian and Asia Pacific regions by $7.1 million and $6.0 million, respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 1.

⁽²⁾  Includes accelerated depreciation expense of $1.1 million during the three months ended December 31, 2016 related to aircraft where management made the decision to exit these model types earlier than originally anticipated in our Africa region. Includes accelerated depreciation expense of $9.3 million during the nine months endedDecember 31, 2016 related to aircraft where management made the decision to exit these model types earlier than originally anticipated in our Europe Caspian, Americas and Africa regions of $0.4 million, $3.9 million and $5.0 million, respectively. For further details, see Note 1.

⁽³⁾  Includes $69.1 million and $199.3 million ofconstruction in progress within property and equipment on our condensed consolidated balance sheets as of December 31 and March 31, 2017, respectively, which primarily represents progress payments on aircraft to be delivered in future periods.

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

9 Months Ended

Dec. 31, 2017

Supplemental Condensed Consolidating Financial Information [Abstract]

Supplemental Condensed Consolidating Financial Information

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In connection with the issuance of the 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) and the 4½% Convertible Senior Notes, the Guarantor Subsidiaries fully, unconditionally, jointly and severally guaranteed the payment obligations under these 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 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, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Gross revenue	$	188		$	47,377		$	313,170		$	—		$	360,735
Intercompany revenue	—			28,608			—			(28,608		)	—
	188			75,985			313,170			(28,608		)	360,735
Operating expense:
Direct cost and reimbursable expense	81			49,540			236,968			—			286,589
Intercompany expenses	—			—			28,608			(28,608		)	—
Depreciation and amortization	3,048			12,489			16,145			—			31,682
General and administrative	13,937			6,514			22,915			—			43,366
	17,066			68,543			304,636			(28,608		)	361,637
Gain (loss) on disposal of assets	(1,757		)	(3,657		)	823			—			(4,591		)
Earnings from unconsolidated affiliates, net of losses	(11,503		)	—			1,996			11,503			1,996
Operating income (loss)	(30,138		)	3,785			11,353			11,503			(3,497		)
Interest expense, net	(9,480		)	(5,008		)	(4,605		)	—			(19,093		)
Other income (expense), net	(16		)	227			(977		)	—			(766		)
Income (loss) before (provision) benefit for income taxes	(39,634		)	(996		)	5,771			11,503			(23,356		)
Allocation of consolidated income taxes	31,373			(1,791		)	(16,163		)	—			13,419
Net loss	(8,261		)	(2,787		)	(10,392		)	11,503			(9,937		)
Net (income) loss attributable to noncontrolling interests	(12		)	—			1,676			—			1,664
Net loss attributable to Bristow Group	$	(8,273	)	$	(2,787	)	$	(8,716	)	$	11,503		$	(8,273	)

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		)
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, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Gross revenue	$	188		$	140,104		$	946,228		$	—		$	1,086,520
Intercompany revenue	—			92,518			—			(92,518		)	—
	188			232,622			946,228			(92,518		)	1,086,520
Operating expense:
Direct cost and reimbursable expense	3,350			147,829			733,314			—			884,493
Intercompany expenses	—			—			92,518			(92,518		)	—
Depreciation and amortization	8,981			38,209			46,929			—			94,119
General and administrative	50,924			17,899			69,872			—			138,695
	63,255			203,937			942,633			(92,518		)	1,117,307
Loss on impairment	—			(1,192		)	—			—			(1,192		)
Gain (loss) on disposal of assets	(1,757		)	7,356			(18,017		)	—			(12,418		)
Earnings from unconsolidated affiliates, net of losses	(22,506		)	—			3,394			22,506			3,394
Operating income (loss)	(87,330		)	34,849			(11,028		)	22,506			(41,003		)
Interest expense, net	(29,174		)	(16,811		)	(7,692		)	—			(53,677		)
Other income (expense), net	(142		)	(529		)	818			—			147
Income (loss) before (provision) benefit for income taxes	(116,646		)	17,509			(17,902		)	22,506			(94,533		)
Allocation of consolidated income taxes	21,925			(7,896		)	(16,575		)	—			(2,546		)
Net income (loss)	(94,721		)	9,613			(34,477		)	22,506			(97,079		)
Net (income) loss attributable to noncontrolling interests	(36		)	—			2,358			—			2,322
Net income (loss) attributable to Bristow Group	$	(94,757	)	$	9,613		$	(32,119	)	$	22,506		$	(94,757	)

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		)
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 loss	(92,455		)	(13,417		)	(9,260		)	17,905			(97,227		)
Net (income) loss attributable to noncontrolling interests	(40		)	—			4,771			—			4,731
Net loss attributable to Bristow Group	$	(92,495	)	$	(13,417	)	$	(4,489	)	$	17,905		$	(92,496	)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net loss	$	(8,261	)	$	(2,787	)	$	(10,392	)	$	11,503		$	(9,937	)
Other comprehensive loss:
Currency translation adjustments	—			(18		)	1,116			(1,155		)	(57		)
Total comprehensive loss	(8,261		)	(2,805		)	(9,276		)	10,348			(9,994		)
Net (income) loss attributable to noncontrolling interests	(12		)	—			1,676			—			1,664
Currency translation adjustments attributable to noncontrolling interests	—			—			(17		)	—			(17		)
Total comprehensive (income) loss attributable to noncontrolling interests	(12		)	—			1,659			—			1,647
Total comprehensive loss attributable to Bristow Group	$	(8,273	)	$	(2,805	)	$	(7,617	)	$	10,348		$	(8,347	)

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, 2017

	Parent Company Only			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net income (loss)	$	(94,721	)	$	9,613	$	(34,477	)	$	22,506		$	(97,079	)
Other comprehensive income (loss):
Currency translation adjustments	—			626		29,686			(9,918		)	20,394
Total comprehensive income (loss)	(94,721		)	10,239		(4,791		)	12,588			(76,685		)
Net (income) loss attributable to noncontrolling interests	(36		)	—		2,358			—			2,322
Currency translation adjustments attributable to noncontrolling interests	—			—		530			—			530
Total comprehensive (income) loss attributable to noncontrolling interests	(36		)	—		2,888			—			2,852
Total comprehensive income (loss) attributable to Bristow Group	$	(94,757	)	$	10,239	$	(1,903	)	$	12,588		$	(73,833	)

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 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 Balance Sheet

As of December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	27,895		$	—		$	90,875		$	(922	)	$	117,848
Accounts receivable	148,115			419,838			320,897			(674,071		)	214,779
Inventories	—			31,623			102,370			—			133,993
Assets held for sale	—			25,265			5,773			—			31,038
Prepaid expenses and other current assets	2,427			5,234			36,007			—			43,668
Total current assets	178,437			481,960			555,922			(674,993		)	541,326
Intercompany investment	2,387,382			104,435			136,627			(2,628,444		)	—
Investment in unconsolidated affiliates	—			—			211,115			—			211,115
Intercompany notes receivable	166,341			36,358			157,575			(360,274		)	—
Property and equipment—at cost:
Land and buildings	4,806			58,252			178,734			—			241,792
Aircraft and equipment	157,421			1,135,071			1,218,830			—			2,511,322
	162,227			1,193,323			1,397,564			—			2,753,114
Less: Accumulated depreciation and amortization	(38,062		)	(257,033		)	(378,835		)	—			(673,930		)
	124,165			936,290			1,018,729			—			2,079,184
Goodwill	—			—			20,299			—			20,299
Other assets	9,471			1,961			103,822			(21		)	115,233
Total assets	$	2,865,796		$	1,561,004		$	2,204,089		$	(3,663,732	)	$	2,967,157
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	348,871		$	203,517		$	190,827		$	(655,787	)	$	87,428
Accrued liabilities	48,284			4,391			157,341			(17,975		)	192,041
Short-term borrowings and current maturities of long-term debt	40,087			20,335			32,714			—			93,136
Total current liabilities	437,242			228,243			380,882			(673,762		)	372,605
Long-term debt, less current maturities	513,801			277,442			311,522			—			1,102,765
Intercompany notes payable	187,531			133,087			40,757			(361,375		)	—
Accrued pension liabilities	—			—			54,291			—			54,291
Other liabilities and deferred credits	13,570			7,660			16,538			—			37,768
Deferred taxes	78,937			47,494			15,494			(21		)	141,904
Redeemable noncontrolling interest	—			—			3,859			—			3,859
Stockholders’ investment:
Common stock	381			20,028			131,317			(151,345		)	381
Additional paid-in-capital	844,825			45,306			284,048			(329,354		)	844,825
Retained earnings	894,684			800,730			674,765			(1,475,495		)	894,684
Accumulated other comprehensive loss	78,306			1,014			285,707			(672,380		)	(307,353		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,633,400			867,078			1,375,837			(2,628,574		)	1,247,741
Noncontrolling interests	1,315			—			4,909			—			6,224
Total stockholders’ investment	1,634,715			867,078			1,380,746			(2,628,574		)	1,253,965
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	$	2,865,796		$	1,561,004		$	2,204,089		$	(3,663,732	)	$	2,967,157

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
Current 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 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

Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(105,817	)	$	34,995		$	62,437		$	(922	)	$	(9,307	)
Cash flows from investing activities:
Capital expenditures	(8,182		)	(7,755		)	(97,984		)	77,480			(36,441		)
Proceeds from asset dispositions	—			85,760			40,267			(77,480		)	48,547
Proceeds from OEM cost recoveries	—			—			94,463			—			94,463
Net cash provided by (used in) investing activities	(8,182		)	78,005			36,746			—			106,569
Cash flows from financing activities:
Proceeds from borrowings	318,550			—			230,218			—			548,768
Debt issuance costs	(2,558		)	(552		)	(8,543		)	—			(11,653		)
Repayment of debt	(569,325		)	(13,137		)	(27,205		)	—			(609,667		)
Purchase of 4½% Convertible Senior Notes call option	(40,393		)	—			—			—			(40,393		)
Proceeds from issuance of warrants	30,259			—			—			—			30,259
Dividends paid	110,637			—			(113,102		)	—			(2,465		)
Increases (decreases) in cash related to intercompany advances and debt	291,969			(99,610		)	(192,359		)	—			—
Partial prepayment of put/call obligation	(36		)	—			—			—			(36		)
Repurchases for tax withholdings on vesting of equity awards	(591		)	—			—			—			(591		)
Net cash provided by (used in) financing activities	138,512			(113,299		)	(110,991		)	—			(85,778		)
Effect of exchange rate changes on cash and cash equivalents	—			—			9,708			—			9,708
Net increase (decrease) in cash and cash equivalents	24,513			(299		)	(2,100		)	(922		)	21,192
Cash and cash equivalents at beginning of period	3,382			299			92,975			—			96,656
Cash and cash equivalents at end of period	$	27,895		$	—		$	90,875		$	(922	)	$	117,848

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	$	(87,634	)	$	39,771		$	36,712		$	(2,947	)	$	(14,098	)
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
Investment in unconsolidated affiliate	—			290			—			—			290
Net cash 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		)
Repurchases for tax withholdings on vesting of equity awards	(762		)	—			—			—			(762		)
Net cash provided by (used in) financing activities	70,175			(35,255		)	57,061			—			91,981
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

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BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue Recognition

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.

Revenue from helicopter services, including search and rescue (“SAR”) services, is recognized based on contractual rates 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 periods 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 generally 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 condensed consolidated statements of operations.

Eastern Airways International Limited (“Eastern Airways”) and Capiteq Limited, operating under the name 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 of our 100% interest in Bristow Academy, Inc. (“Bristow Academy”) 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 are provided.

Goodwill

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.

Other Intangible Assets

Other Intangible Assets

Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values.

Recent Accounting Pronouncements

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.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance on revenue recognition for revenue from contracts with customers. This accounting guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance when it becomes effective. This new standard is effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB approved the deferral of the effective date of the revenue recognition standard permitting public entities to apply the new revenue standard to annual reporting periods beginning after December 15, 2017. Early application is permitted, but not before the original effective date of December 15, 2016. 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. We have not adopted this standard yet but expect to adopt the new revenue standard using the modified retrospective transition approach. We are continuing to evaluate the effect this accounting guidance will have on our financial statements and related disclosures and are still assessing the differences between the new revenue standard and current accounting practices.

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 tax assets and $0.8 million in current deferred tax liabilities. As a result of this adoption, as of April 1, 2017 and going forward we will classify all current deferred taxes as non-current.

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 have not yet adopted this standard and are currently evaluating the effect this standard will have 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 $2.3 million recorded as an increase to the income tax provision during the nine months endedDecember 31, 2017. 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 condensed consolidated statements of cash flows did not impact our financial statements as there was no excess tax benefit recorded for the periods presented. The provisions related to employee taxes paid for withheld shares are presented as a cash flow financing activity required us to revise our prior period condensed consolidated statement of cash flows by $0.8 million as a decrease in net cash used in operating activities and a corresponding decrease in net cash provided by financing activities for the nine months endedDecember 31, 2016. None of the other provisions of the pronouncement had a material effect on our consolidated financial statements.

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 an 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 and are currently evaluating the effect this accounting guidance will have on our financial statements.

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 and are currently evaluating the effect this accounting guidance will have on our financial statements.

In March 2017, the FASB issued accounting guidance related to the presentation of net periodic pension cost and net periodic postretirement 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 postretirement 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 postretirement benefit in assets. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.

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 have on our financial statements.

In August 2017, the FASB issued new accounting guidance on derivatives and hedging, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. This accounting guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and earlier adoption is permitted. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements.

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BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of foreign exchange rates

The value of these currencies has fluctuated relative to the U.S. dollar as indicated in the following table:

	Three Months Ended   December 31,		Nine Months Ended   December 31,
	2017	2016	2017	2016
One British pound sterling into U.S. dollars
High	1.35	1.30	1.36	1.48
Average	1.33	1.24	1.31	1.33
Low	1.31	1.21	1.24	1.21
At period-end	1.35	1.24	1.35	1.24
One euro into U.S. dollars
High	1.20	1.12	1.20	1.15
Average	1.18	1.08	1.15	1.11
Low	1.16	1.04	1.06	1.04
At period-end	1.20	1.05	1.20	1.05
One Australian dollar into U.S. dollars
High	0.79	0.77	0.81	0.78
Average	0.77	0.75	0.77	0.75
Low	0.75	0.72	0.74	0.72
At period-end	0.78	0.72	0.78	0.72
One Norwegian kroner into U.S. dollars
High	0.1269	0.1253	0.1294	0.1253
Average	0.1225	0.1193	0.1219	0.1202
Low	0.1193	0.1145	0.1152	0.1145
At period-end	0.1223	0.1162	0.1223	0.1162
One Nigerian naira into U.S. dollars
High	0.0028	0.0032	0.0033	0.0050
Average	0.0028	0.0032	0.0030	0.0037
Low	0.0028	0.0031	0.0027	0.0029
At period-end	0.0028	0.0032	0.0028	0.0032

_____________ 

Source: FactSet

The value of the Brazilian real has fluctuated relative to the U.S. dollar as indicated in the following table:

	Three Months Ended   December 31,		Nine Months Ended   December 31,
	2017	2016	2017	2016
One Brazilian real into U.S. dollars
High	0.3198	0.3207	0.3244	0.3207
Average	0.3076	0.3032	0.3117	0.2988
Low	0.3004	0.2866	0.2995	0.2702
At period-end	0.3015	0.3073	0.3015	0.3073

_____________ 

Source: FactSet

Schedule of foreign exchange impact

We estimate that the fluctuation of currencies versus the same period in the prior fiscal year had the following effect on our financial condition and results of operations (in thousands):

	Three Months Ended   December 31, 2017			Nine Months Ended   December 31, 2017
Revenue	$	10,826		$	(4,850	)
Operating expense	(9,028		)	593
Earnings from unconsolidated affiliates, net of losses	484			908
Non-operating expense	(1,270		)	2,977
Income before provision for income taxes	1,012			(372		)
Provision for income taxes	1,057			2,933
Net income	2,069			2,561
Cumulative translation adjustment	(74		)	20,924
Total stockholders’ investment	$	1,995		$	23,485

Schedule of interest income and interest expense

During the three and nine months endedDecember 31, 2017 and 2016, interest expense, net consisted of the following (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Interest income	$	144		$	168		$	512		$	637
Interest expense	(19,237		)	(12,347		)	(54,189		)	(35,170		)
Interest expense, net	$	(19,093	)	$	(12,179	)	$	(53,677	)	$	(34,533	)

Schedule of goodwill

Goodwill of $20.3 million and $19.8 million as of December 31 and March 31, 2017, respectively, related to our Asia Pacific reporting unit was as follows (in thousands):

March 31, 2017	$	19,798
Foreign currency translation	501
December 31, 2017	$	20,299

Accumulated goodwill impairment of $50.9 million as of both December 31 and March 31, 2017 related to our reporting units were as follows (in thousands):

	Europe Caspian			Africa			Americas			Corporate and other			Total
March 31, 2017	$	(33,883	)	$	(6,179	)	$	(576	)	$	(10,223	)	$	(50,861	)
Impairments	—			—			—			—			—
December 31, 2017	$	(33,883	)	$	(6,179	)	$	(576	)	$	(10,223	)	$	(50,861	)

Schedule of other intangible assets

Intangible assets by type were as follows (in thousands):

	Client contracts			Client relationships			Trade name and trademarks			Internally developed software			Licenses			Total
	Gross Carrying Amount
March 31, 2017	$	8,169		$	12,752		$	4,483		$	1,062		$	746		$	27,212
Foreign currency translation	1			46			272			32			4			355
December 31, 2017	$	8,170		$	12,798		$	4,755		$	1,094		$	750		$	27,567
	Accumulated Amortization
March 31, 2017	$	(8,155	)	$	(11,071	)	$	(908	)	$	(685	)	$	(657	)	$	(21,476	)
Amortization expense	(13		)	(224		)	(221		)	(167		)	(44		)	(669		)
December 31, 2017	$	(8,168	)	$	(11,295	)	$	(1,129	)	$	(852	)	$	(701	)	$	(22,145	)
Weighted average remaining contractual life, in years	0.1			3.6			13.1			1.8			1.6			5.2

Schedule of other intangible assets, future amortization expense

Future amortization expense of intangible assets for each of the years ending March 31 is as follows (in thousands):

2018	$	220
2019	760
2020	469
2021	469
2022	470
Thereafter	3,034
	$	5,422

Schedule of capital expenditures

During the three and nine months endedDecember 31, 2017 and 2016, we took delivery of aircraft and made capital expenditures as follows:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
Number of aircraft delivered:
Medium	—		—		5		5
SAR aircraft	—		1		—		2
Total aircraft	—		1		5		7
Capital expenditures (in thousands):
Aircraft and equipment (1)	$	10,311	$	17,196	$	26,800	$	112,770
Land and buildings	1,813		664		9,641		6,956
Total capital expenditures	$	12,124	$	17,860	$	36,441	$	119,726

_____________ 

⁽¹⁾ During the nine months endedDecember 31, 2017 and 2016, we spent $2.3 million and $66.8 million, respectively, on progress payments for aircraft to be delivered in future periods.

Schedule of aircraft sales and impairments

The following table presents details on the aircraft sold or disposed of and impairments on assets held for sale during the three and nine months endedDecember 31, 2017 and 2016:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
	(In thousands, except for number of aircraft)
Number of aircraft sold or disposed of	5		3		11		9
Proceeds from sale or disposal of assets	$	6,303	$	2,525	$	48,547	$	14,344
Loss from sale or disposal of assets (1)	$	3,031	$	674	$	1,111	$	1,717
Number of aircraft impaired	1		1		5		13
Impairment charges on assets held for sale (1)(2)	$	1,560	$	200	$	11,307	$	11,360

_____________ 

⁽¹⁾  Included in gain (loss) on disposal of assets on our condensed consolidated statements of operations.

⁽²⁾  Includes a $6.5 million impairment of the Bristow Academy disposal group for the nine months ended December 31, 2017.

Schedule of other accrued liabilities

Other accrued liabilities of $72.3 million and $46.7 million as of December 31 and March 31, 2017, respectively, includes the following:

	December 31,   2017		March 31,    2017
	(In thousands)
Accrued lease costs	$	12,189	$	5,601
Deferred OEM cost recovery	10,413		—
Eastern overdraft liability	9,486		5,829
Accrued property and equipment	5,158		3,546
Deferred gain on sale leasebacks	1,305		1,655
Other operating accruals	33,741		30,048
	$	72,292	$	46,679

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VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

Dec. 31, 2017

Variable Interest Entities [Abstract]

Primary beneficiary variable interest financial statements

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 condensed 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):

	December 31,   2017		March 31,    2017
Assets
Cash and cash equivalents	$	84,236	$	92,409
Accounts receivable	271,053		222,560
Inventories	102,370		90,190
Prepaid expenses and other current assets	48,016		50,016
Total current assets	505,675		455,175
Investment in unconsolidated affiliates	3,407		3,513
Property and equipment, net	318,879		306,831
Goodwill	20,299		19,798
Other assets	208,390		203,228
Total assets	$	1,056,650	$	988,545
Liabilities
Accounts payable	$	276,997	$	146,841
Accrued liabilities	142,180		122,130
Accrued interest	2,065,246		1,891,305
Current maturities of long-term debt	20,993		18,578
Total current liabilities	2,505,416		2,178,854
Long-term debt, less current maturities	465,699		501,782
Accrued pension liabilities	54,291		61,647
Other liabilities and deferred credits	2,495		8,138
Deferred taxes	16,777		20,264
Redeemable noncontrolling interest	3,859		6,886
Total liabilities	$	3,048,537	$	2,777,571

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Revenue	$	309,461		$	291,808		$	933,387		$	920,587
Operating loss	(17,463		)	(28,287		)	(40,095		)	(68,803		)
Net loss	(79,789		)	(44,999		)	(221,039		)	(214,336		)

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DEBT (Tables)

9 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Schedule of debt

Debt as of December 31 and March 31, 2017 consisted of the following (in thousands):

	December 31,   2017			March 31,    2017
6¼% Senior Notes due 2022	$	401,535		$	401,535
4½% Convertible Senior Notes due 2023	106,124			—
Term Loan	52,546			261,907
Term Loan Credit Facility	—			45,900
Revolving Credit Facility	—			139,100
Lombard Debt	206,831			196,832
Macquarie Debt	188,528			200,000
PK Air Debt	230,000			—
Airnorth Debt	14,507			16,471
Eastern Airways Debt	12,772			15,326
Other Debt	2,423			16,293
Unamortized debt issuance costs	(19,365		)	(11,345		)
Total debt	1,195,901			1,282,019
Less short-term borrowings and current maturities of long-term debt	(93,136		)	(131,063		)
Total long-term debt	$	1,102,765		$	1,150,956

Schedule of convertible debt

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 December 31, 2017 is as follows (in thousands):

Equity component - net carrying value (1)	$	36,778
Debt component:
Face amount due at maturity	$	143,750
Unamortized discount	(37,626		)
Debt component - net carrying value	$	106,124

_____________ 

⁽¹⁾ Net of equity issuance costs of $1.0 million.

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 three and nine months ended December 31, 2017 was 11.0%. Interest expense related to our 4½% Convertible Senior Notes for the three and nine months ended December 31, 2017 was as follows (in thousands):

Contractual coupon interest	$	234
Amortization of debt discount	181
Total interest expense	$	415

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FAIR VALUE DISCLOSURES (Tables)

9 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of fair value assets measured on non-recurring basis

The following table summarizes the assets as of December 31, 2017, 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)		Balance as of December 31, 2017		Total Loss for the Three Months Ended December 31, 2017			Total Loss for the Nine Months Ended December 31, 2017
Inventories	$	—	$	—	$	—	$	—	$	—		$	(1,192	)
Assets held for sale	—		—		31,038		31,038		(1,560		)	(11,307		)
Total assets	$	—	$	—	$	31,038	$	31,038	$	(1,560	)	$	(12,499	)

The following table summarizes the assets as of December 31, 2016, 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)		Balance as of December 31, 2016		Total Loss for the Three Months Ended December 31, 2016			Total Loss for the Nine Months Ended December 31, 2016
Inventories	$	—	$	46,654	$	—	$	46,654	$	—		$	(7,572	)
Assets held for sale	—		37,635		—		37,635		(200		)	(11,360		)
Goodwill	—		—		18,793		18,793		(8,706		)	(8,706		)
Total assets	$	—	$	84,289	$	18,793	$	103,082	$	(8,906	)	$	(27,638	)

Schedule of fair value assets measured on recurring basis

The following table summarizes the financial instruments we had as of December 31, 2017, 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 December 31, 2017		Balance  Sheet Classification
Rabbi Trust investments	$	2,847	$	—	$	—	$	2,847	Other assets
Total assets	$	2,847	$	—	$	—	$	2,847

The following table summarizes the financial instruments we had as of March 31, 2017, 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, 2017		Balance  Sheet Classification
Rabbi Trust investments	$	3,075	$	—	$	—	$	3,075	Other assets
Total assets	$	3,075	$	—	$	—	$	3,075

Schedule of fair value of debt

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):

	December 31, 2017				March 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
6¼% Senior Notes	$	401,535	$	328,777	$	401,535	$	323,236
4½% Convertible Senior Notes (1)	106,124		158,571		—		—
Term Loan	52,546		52,546		261,907		261,907
Term Loan Credit Facility	—		—		45,900		45,900
Revolving Credit Facility	—		—		139,100		139,100
Lombard Debt	206,831		206,831		196,832		196,832
Macquarie Debt	188,528		188,528		200,000		200,000
PK Air Debt	230,000		230,000		—		—
Airnorth Debt	14,507		14,507		16,471		16,471
Eastern Airways Debt	12,772		12,772		15,326		15,326
Other Debt	2,423		2,423		16,293		16,293
	$	1,215,266	$	1,194,955	$	1,293,364	$	1,215,065

_____________ 

⁽¹⁾  Carrying value of the 4½% Convertible Senior Notes includes unamortized discount of $37.6 million as of December 31, 2017.

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Aircraft purchase contracts table

As shown in the table below, we expect to make additional capital expenditures over the next seven fiscal years to purchase additional aircraft. As of February 8, 2018, we had 27 aircraft on order and 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.

	Three Months Ending March 31, 2018		Fiscal Year Ending March 31,
			2019		2020		2021		2022 and thereafter(1)		Total
Commitments as of February 8, 2018: (2)
Number of aircraft:
Large	—		1		—		4		18		23
U.K. SAR	—		—		4		—		—		4
	—		1		4		4		18		27
Related commitment expenditures (in thousands) (2)(3)
Medium and large	$	—	$	19,856	$	25,536	$	78,726	$	285,295	$	409,413
U.K. SAR	3,242		—		62,970		—		—		66,212
	$	3,242	$	19,856	$	88,506	$	78,726	$	285,295	$	475,625
Options as of February 8, 2018:
Number of aircraft:
Large	—		2		2		—		—		4
	—		2		2		—		—		4
Related option expenditures (in thousands) (3)	$	—	$	44,181	$	31,536	$	—	$	—	$	75,717

_____________ 

⁽¹⁾  Includes $96.0 million for five aircraft orders that can be cancelled prior to delivery dates. We made non-refundable deposits of $4.5 million related to these aircraft.

⁽²⁾  We have an agreement to defer payment of approximately $63.0 million in capital expenditures out of fiscal year 2018 and into future periods which is reflected in the table above.

⁽³⁾  Includes progress payments on aircraft scheduled to be delivered in future periods only if options are exercised.

Rollforward schedule of aircraft purchase orders and options

The following chart presents an analysis of our aircraft orders and options during fiscal year 2018:

	Three Months Ended
	December 31, 2017		September 30, 2017			June 30, 2017
	Orders	Options	Orders		Options	Orders		Options
Beginning of period	27	4	29		4	32		4
Aircraft delivered	—	—	(2	)	—	(3	)	—
End of period	27	4	27		4	29		4

Aircraft lease table

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 December 31, 2017:

End of Lease Term	Number of Aircraft
Three months ending March 31, 2018 to fiscal year 2019	25
Fiscal year 2020 to fiscal year 2022	48
Fiscal year 2023 to fiscal year 2024	17
	90

Schedule of separation programs

The expense related to the VSPs and ISPs for the three and nine months endedDecember 31, 2017 and 2016 is as follows (in thousands):

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
VSP:
Direct cost	$	—	$	179	$	—	$	1,624
General and administrative	—		—		—		23
Total	$	—	$	179	$	—	$	1,647
ISP:
Direct cost	$	2,661	$	464	$	5,208	$	5,360
General and administrative	120		102		8,662		8,697
Total	$	2,781	$	566	$	13,870	$	14,057

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EMPLOYEE BENEFIT PLANS (Tables)

9 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

Schedule of components of net periodic pension cost

The following table provides a detail of the components of net periodic pension cost (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Service cost for benefits earned during the period	$	159		$	1,696		$	470		$	5,450
Interest cost on pension benefit obligation	3,893			4,139			11,482			13,297
Expected return on assets	(5,509		)	(5,601		)	(16,250		)	(17,992		)
Amortization of unrecognized losses	1,844			1,699			5,441			5,454
Net periodic pension cost	$	387		$	1,933		$	1,143		$	6,209

Assumptions used for stock options granted

The following table shows the assumptions used to compute the stock-based compensation expense for stock options granted during the nine months endedDecember 31, 2017:

Risk free interest rate	1.78	%
Expected life (years)	5
Volatility	56.1	%
Dividend yield	3.98	%
Weighted average exercise price of options granted	$7.03 per option
Weighted average grant-date fair value of options granted	$2.53 per option

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EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

9 Months Ended

Dec. 31, 2017

Dividends, Share Repurchases, Earning Per Share and Accumulated Other Comprehensive Income [Abstract]

Schedule of antidilutive securities excluded from computation of earnings per share

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:

	Three Months Ended   December 31,				Nine Months Ended   December 31,
	2017		2016		2017		2016
Options:
Outstanding	2,729,888		2,150,235		2,791,193		1,720,164
Weighted average exercise price	$	38.12	$	28.51	$	39.88	$	32.90
Restricted stock awards:
Outstanding	681,571		404,772		432,596		486,340
Weighted average price	$	8.67	$	15.06	$	23.25	$	27.92

Schedule of earnings per share, basic and diluted

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Loss (in thousands):
Loss available to common stockholders – basic	$	(8,273	)	$	(21,927	)	$	(94,757	)	$	(92,496	)
Interest expense on assumed conversion of 4½% Convertible Senior Notes, net of tax (1)	—			—			—			—
Loss available to common stockholders – diluted	(8,273		)	(21,927		)	(94,757		)	(92,496		)
Shares:
Weighted average number of common shares outstanding – basic	35,368,212			35,095,240			35,260,746			35,021,463
Assumed conversion of 4½% Convertible Senior Notes outstanding during period (1)	—			—			—			—
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method	—			—			—			—
Weighted average number of common shares outstanding – diluted (2)	35,368,212			35,095,240			35,260,746			35,021,463
Basic loss per common share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)
Diluted loss per common share	$	(0.23	)	$	(0.62	)	$	(2.69	)	$	(2.64	)

_____________

⁽¹⁾  Diluted earnings per common share for three and nine months endedDecember 31, 2017 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 December 31, 2017, 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 earnings per share for the three and nine months endedDecember 31, 2017 as our average stock price during these periods 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 the three and nine months endedDecember 31, 2017, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 3.

Schedule of 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)			Total
Balance as of March 31, 2017	$	(149,721	)	$	(178,556	)	$	(328,277	)
Other comprehensive income before reclassification	20,924			—			20,924
Reclassified from accumulated other comprehensive income	—			—			—
Net current period other comprehensive income	20,924			—			20,924
Foreign exchange rate impact	18,885			(18,885		)	—
Balance as of December 31, 2017	$	(109,912	)	$	(197,441	)	$	(307,353	)

_____________ 

⁽¹⁾  Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

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SEGMENT INFORMATION (Tables)

9 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Schedule of revenue by segment

The following tables show region information for the three and nine months endedDecember 31, 2017 and 2016 and as of September 30 and March 31, 2017, where applicable, reconciled to consolidated totals, and prepared on the same basis as our condensed consolidated financial statements (in thousands):

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Region gross revenue from external clients:
Europe Caspian	$	196,958		$	179,632		$	592,280		$	566,290
Africa	48,712			50,516			149,289			156,422
Americas	58,468			52,362			173,431			166,651
Asia Pacific	55,691			52,857			167,421			167,256
Corporate and other	906			2,076			4,099			7,689
Total region gross revenue	$	360,735		$	337,443		$	1,086,520		$	1,064,308
Intra-region gross revenue:
Europe Caspian	$	1,481		$	1,278		$	4,000		$	5,308
Africa	—			—			—			—
Americas	2,147			977			6,391			2,939
Asia Pacific	—			—			—			1
Corporate and other	5			38			27			317
Total intra-region gross revenue	$	3,633		$	2,293		$	10,418		$	8,565
Consolidated gross revenue:
Europe Caspian	$	198,439		$	180,910		$	596,280		$	571,598
Africa	48,712			50,516			149,289			156,422
Americas	60,615			53,339			179,822			169,590
Asia Pacific	55,691			52,857			167,421			167,257
Corporate and other	911			2,114			4,126			8,006
Intra-region eliminations	(3,633		)	(2,293		)	(10,418		)	(8,565		)
Total consolidated gross revenue	$	360,735		$	337,443		$	1,086,520		$	1,064,308

Operating Performance and Total Assets by Segment

	Three Months Ended   December 31,						Nine Months Ended   December 31,
	2017			2016			2017			2016
Earnings from unconsolidated affiliates, net of losses – equity method investments:
Europe Caspian	$	34		$	125		$	125		$	241
Americas	2,097			831			3,712			4,954
Corporate and other	(135		)	(190		)	(443		)	(461		)
Total earnings from unconsolidated affiliates, net of losses – equity method investments	$	1,996		$	766		$	3,394		$	4,734
Consolidated operating loss:
Europe Caspian	$	5,312		$	(303	)	$	19,610		$	18,468
Africa	10,470			10,441			28,353			19,954
Americas	5,308			2,226			11,535			5,790
Asia Pacific	(941		)	(9,012		)	(19,374		)	(24,480		)
Corporate and other	(19,055		)	(21,575		)	(68,709		)	(78,869		)
Loss on disposal of assets	(4,591		)	(874		)	(12,418		)	(13,077		)
Total consolidated operating loss (1)	$	(3,497	)	$	(19,097	)	$	(41,003	)	$	(72,214	)
Depreciation and amortization:
Europe Caspian	$	12,771		$	11,185		$	36,789		$	33,594
Africa	3,664			4,007			10,330			12,680
Americas	6,909			7,060			20,906			25,669
Asia Pacific	4,479			4,973			15,347			13,586
Corporate and other	3,859			2,543			10,747			7,525
Total depreciation and amortization (2)	$	31,682		$	29,768		$	94,119		$	93,054

	December 31,   2017		March 31,    2017
Identifiable assets:
Europe Caspian	$	955,122	$	1,091,536
Africa	414,162		325,719
Americas	857,463		809,071
Asia Pacific	330,210		433,614
Corporate and other (3)	410,200		453,907
Total identifiable assets	$	2,967,157	$	3,113,847

Investments in unconsolidated affiliates – equity method investments:
Europe Caspian	$	350	$	257
Americas	201,422		200,362
Corporate and other	3,057		3,257
Total investments in unconsolidated affiliates – equity method investments	$	204,829	$	203,876

_____________ 

⁽¹⁾  Results for the three and nine months ended December 31, 2017, were positively impacted by a reduction to rent expense of $13.1 million (included in direct costs) impacting Europe Caspian and Asia Pacific regions by $7.1 million and $6.0 million, respectively, related to OEM cost recoveries for ongoing aircraft issues. For further details, see Note 1.

⁽²⁾  Includes accelerated depreciation expense of $1.1 million during the three months ended December 31, 2016 related to aircraft where management made the decision to exit these model types earlier than originally anticipated in our Africa region. Includes accelerated depreciation expense of $9.3 million during the nine months endedDecember 31, 2016 related to aircraft where management made the decision to exit these model types earlier than originally anticipated in our Europe Caspian, Americas and Africa regions of $0.4 million, $3.9 million and $5.0 million, respectively. For further details, see Note 1.

⁽³⁾  Includes $69.1 million and $199.3 million ofconstruction in progress within property and equipment on our condensed consolidated balance sheets as of December 31 and March 31, 2017, respectively, which primarily represents progress payments on aircraft to be delivered in future periods.

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)

9 Months Ended

Dec. 31, 2017

Supplemental Condensed Consolidating Financial Information [Abstract]

Supplemental Condensed Consolidating Statement of Operations

Supplemental Condensed Consolidating Statement of Operations

Three Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Gross revenue	$	188		$	47,377		$	313,170		$	—		$	360,735
Intercompany revenue	—			28,608			—			(28,608		)	—
	188			75,985			313,170			(28,608		)	360,735
Operating expense:
Direct cost and reimbursable expense	81			49,540			236,968			—			286,589
Intercompany expenses	—			—			28,608			(28,608		)	—
Depreciation and amortization	3,048			12,489			16,145			—			31,682
General and administrative	13,937			6,514			22,915			—			43,366
	17,066			68,543			304,636			(28,608		)	361,637
Gain (loss) on disposal of assets	(1,757		)	(3,657		)	823			—			(4,591		)
Earnings from unconsolidated affiliates, net of losses	(11,503		)	—			1,996			11,503			1,996
Operating income (loss)	(30,138		)	3,785			11,353			11,503			(3,497		)
Interest expense, net	(9,480		)	(5,008		)	(4,605		)	—			(19,093		)
Other income (expense), net	(16		)	227			(977		)	—			(766		)
Income (loss) before (provision) benefit for income taxes	(39,634		)	(996		)	5,771			11,503			(23,356		)
Allocation of consolidated income taxes	31,373			(1,791		)	(16,163		)	—			13,419
Net loss	(8,261		)	(2,787		)	(10,392		)	11,503			(9,937		)
Net (income) loss attributable to noncontrolling interests	(12		)	—			1,676			—			1,664
Net loss attributable to Bristow Group	$	(8,273	)	$	(2,787	)	$	(8,716	)	$	11,503		$	(8,273	)

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		)
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, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue:
Gross revenue	$	188		$	140,104		$	946,228		$	—		$	1,086,520
Intercompany revenue	—			92,518			—			(92,518		)	—
	188			232,622			946,228			(92,518		)	1,086,520
Operating expense:
Direct cost and reimbursable expense	3,350			147,829			733,314			—			884,493
Intercompany expenses	—			—			92,518			(92,518		)	—
Depreciation and amortization	8,981			38,209			46,929			—			94,119
General and administrative	50,924			17,899			69,872			—			138,695
	63,255			203,937			942,633			(92,518		)	1,117,307
Loss on impairment	—			(1,192		)	—			—			(1,192		)
Gain (loss) on disposal of assets	(1,757		)	7,356			(18,017		)	—			(12,418		)
Earnings from unconsolidated affiliates, net of losses	(22,506		)	—			3,394			22,506			3,394
Operating income (loss)	(87,330		)	34,849			(11,028		)	22,506			(41,003		)
Interest expense, net	(29,174		)	(16,811		)	(7,692		)	—			(53,677		)
Other income (expense), net	(142		)	(529		)	818			—			147
Income (loss) before (provision) benefit for income taxes	(116,646		)	17,509			(17,902		)	22,506			(94,533		)
Allocation of consolidated income taxes	21,925			(7,896		)	(16,575		)	—			(2,546		)
Net income (loss)	(94,721		)	9,613			(34,477		)	22,506			(97,079		)
Net (income) loss attributable to noncontrolling interests	(36		)	—			2,358			—			2,322
Net income (loss) attributable to Bristow Group	$	(94,757	)	$	9,613		$	(32,119	)	$	22,506		$	(94,757	)

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		)
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 loss	(92,455		)	(13,417		)	(9,260		)	17,905			(97,227		)
Net (income) loss attributable to noncontrolling interests	(40		)	—			4,771			—			4,731
Net loss attributable to Bristow Group	$	(92,495	)	$	(13,417	)	$	(4,489	)	$	17,905		$	(92,496	)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net loss	$	(8,261	)	$	(2,787	)	$	(10,392	)	$	11,503		$	(9,937	)
Other comprehensive loss:
Currency translation adjustments	—			(18		)	1,116			(1,155		)	(57		)
Total comprehensive loss	(8,261		)	(2,805		)	(9,276		)	10,348			(9,994		)
Net (income) loss attributable to noncontrolling interests	(12		)	—			1,676			—			1,664
Currency translation adjustments attributable to noncontrolling interests	—			—			(17		)	—			(17		)
Total comprehensive (income) loss attributable to noncontrolling interests	(12		)	—			1,659			—			1,647
Total comprehensive loss attributable to Bristow Group	$	(8,273	)	$	(2,805	)	$	(7,617	)	$	10,348		$	(8,347	)

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, 2017

	Parent Company Only			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net income (loss)	$	(94,721	)	$	9,613	$	(34,477	)	$	22,506		$	(97,079	)
Other comprehensive income (loss):
Currency translation adjustments	—			626		29,686			(9,918		)	20,394
Total comprehensive income (loss)	(94,721		)	10,239		(4,791		)	12,588			(76,685		)
Net (income) loss attributable to noncontrolling interests	(36		)	—		2,358			—			2,322
Currency translation adjustments attributable to noncontrolling interests	—			—		530			—			530
Total comprehensive (income) loss attributable to noncontrolling interests	(36		)	—		2,888			—			2,852
Total comprehensive income (loss) attributable to Bristow Group	$	(94,757	)	$	10,239	$	(1,903	)	$	12,588		$	(73,833	)

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 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 Balance Sheet

Supplemental Condensed Consolidating Balance Sheet

As of December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	27,895		$	—		$	90,875		$	(922	)	$	117,848
Accounts receivable	148,115			419,838			320,897			(674,071		)	214,779
Inventories	—			31,623			102,370			—			133,993
Assets held for sale	—			25,265			5,773			—			31,038
Prepaid expenses and other current assets	2,427			5,234			36,007			—			43,668
Total current assets	178,437			481,960			555,922			(674,993		)	541,326
Intercompany investment	2,387,382			104,435			136,627			(2,628,444		)	—
Investment in unconsolidated affiliates	—			—			211,115			—			211,115
Intercompany notes receivable	166,341			36,358			157,575			(360,274		)	—
Property and equipment—at cost:
Land and buildings	4,806			58,252			178,734			—			241,792
Aircraft and equipment	157,421			1,135,071			1,218,830			—			2,511,322
	162,227			1,193,323			1,397,564			—			2,753,114
Less: Accumulated depreciation and amortization	(38,062		)	(257,033		)	(378,835		)	—			(673,930		)
	124,165			936,290			1,018,729			—			2,079,184
Goodwill	—			—			20,299			—			20,299
Other assets	9,471			1,961			103,822			(21		)	115,233
Total assets	$	2,865,796		$	1,561,004		$	2,204,089		$	(3,663,732	)	$	2,967,157
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	348,871		$	203,517		$	190,827		$	(655,787	)	$	87,428
Accrued liabilities	48,284			4,391			157,341			(17,975		)	192,041
Short-term borrowings and current maturities of long-term debt	40,087			20,335			32,714			—			93,136
Total current liabilities	437,242			228,243			380,882			(673,762		)	372,605
Long-term debt, less current maturities	513,801			277,442			311,522			—			1,102,765
Intercompany notes payable	187,531			133,087			40,757			(361,375		)	—
Accrued pension liabilities	—			—			54,291			—			54,291
Other liabilities and deferred credits	13,570			7,660			16,538			—			37,768
Deferred taxes	78,937			47,494			15,494			(21		)	141,904
Redeemable noncontrolling interest	—			—			3,859			—			3,859
Stockholders’ investment:
Common stock	381			20,028			131,317			(151,345		)	381
Additional paid-in-capital	844,825			45,306			284,048			(329,354		)	844,825
Retained earnings	894,684			800,730			674,765			(1,475,495		)	894,684
Accumulated other comprehensive loss	78,306			1,014			285,707			(672,380		)	(307,353		)
Treasury shares	(184,796		)	—			—			—			(184,796		)
Total Bristow Group stockholders’ investment	1,633,400			867,078			1,375,837			(2,628,574		)	1,247,741
Noncontrolling interests	1,315			—			4,909			—			6,224
Total stockholders’ investment	1,634,715			867,078			1,380,746			(2,628,574		)	1,253,965
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	$	2,865,796		$	1,561,004		$	2,204,089		$	(3,663,732	)	$	2,967,157

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
Current 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 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

Supplemental Condensed Consolidating Statement of Cash Flows

Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2017

	Parent Company Only			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(105,817	)	$	34,995		$	62,437		$	(922	)	$	(9,307	)
Cash flows from investing activities:
Capital expenditures	(8,182		)	(7,755		)	(97,984		)	77,480			(36,441		)
Proceeds from asset dispositions	—			85,760			40,267			(77,480		)	48,547
Proceeds from OEM cost recoveries	—			—			94,463			—			94,463
Net cash provided by (used in) investing activities	(8,182		)	78,005			36,746			—			106,569
Cash flows from financing activities:
Proceeds from borrowings	318,550			—			230,218			—			548,768
Debt issuance costs	(2,558		)	(552		)	(8,543		)	—			(11,653		)
Repayment of debt	(569,325		)	(13,137		)	(27,205		)	—			(609,667		)
Purchase of 4½% Convertible Senior Notes call option	(40,393		)	—			—			—			(40,393		)
Proceeds from issuance of warrants	30,259			—			—			—			30,259
Dividends paid	110,637			—			(113,102		)	—			(2,465		)
Increases (decreases) in cash related to intercompany advances and debt	291,969			(99,610		)	(192,359		)	—			—
Partial prepayment of put/call obligation	(36		)	—			—			—			(36		)
Repurchases for tax withholdings on vesting of equity awards	(591		)	—			—			—			(591		)
Net cash provided by (used in) financing activities	138,512			(113,299		)	(110,991		)	—			(85,778		)
Effect of exchange rate changes on cash and cash equivalents	—			—			9,708			—			9,708
Net increase (decrease) in cash and cash equivalents	24,513			(299		)	(2,100		)	(922		)	21,192
Cash and cash equivalents at beginning of period	3,382			299			92,975			—			96,656
Cash and cash equivalents at end of period	$	27,895		$	—		$	90,875		$	(922	)	$	117,848

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	$	(87,634	)	$	39,771		$	36,712		$	(2,947	)	$	(14,098	)
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
Investment in unconsolidated affiliate	—			290			—			—			290
Net cash 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		)
Repurchases for tax withholdings on vesting of equity awards	(762		)	—			—			—			(762		)
Net cash provided by (used in) financing activities	70,175			(35,255		)	57,061			—			91,981
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

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Exposure (Details)	Dec. 31, 2017	Dec. 31, 2016
One British pound sterling into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.35	1.24
One British pound sterling into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.35	1.24
One euro into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.20	1.05
One euro into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.20	1.05
One Australian dollar into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.78	0.72
One Australian dollar into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.78	0.72
One Norwegian kroner into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1223	0.1162
One Norwegian kroner into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1223	0.1162
One Nigerian naira into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0028	0.0032
One Nigerian naira into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0028	0.0032
High | One British pound sterling into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.35	1.30
High | One British pound sterling into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.36	1.48
High | One euro into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.20	1.12
High | One euro into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.20	1.15
High | One Australian dollar into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.79	0.77
High | One Australian dollar into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.81	0.78
High | One Norwegian kroner into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1269	0.1253
High | One Norwegian kroner into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1294	0.1253
High | One Nigerian naira into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0028	0.0032
High | One Nigerian naira into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0033	0.0050
Average | One British pound sterling into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.33	1.24
Average | One British pound sterling into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.31	1.33
Average | One euro into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.18	1.08
Average | One euro into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.15	1.11
Average | One Australian dollar into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.77	0.75
Average | One Australian dollar into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.77	0.75
Average | One Norwegian kroner into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1225	0.1193
Average | One Norwegian kroner into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1219	0.1202
Average | One Nigerian naira into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0028	0.0032
Average | One Nigerian naira into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0030	0.0037
Low | One British pound sterling into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.31	1.21
Low | One British pound sterling into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.24	1.21
Low | One euro into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.16	1.04
Low | One euro into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	1.06	1.04
Low | One Australian dollar into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.75	0.72
Low | One Australian dollar into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.74	0.72
Low | One Norwegian kroner into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1193	0.1145
Low | One Norwegian kroner into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.1152	0.1145
Low | One Nigerian naira into U.S. dollars | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0028	0.0031
Low | One Nigerian naira into U.S. dollars | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.0027	0.0029

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Foreign currency transaction gains (losses)	$ 0.4	$ 1.6	$ 1.2	$ (1.8)
Impact of foreign exchange rates on unconsolidated affiliates	$ (0.8)	$ (1.2)	$ (1.6)	$ (2.5)

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Brazilian Real to U.S. Dollar Exchange Rate (Details) - One Brazilian real into U.S. dollars	Dec. 31, 2017	Dec. 31, 2016
Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3015	0.3073
Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3015	0.3073
High | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3198	0.3207
High | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3244	0.3207
Average | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3076	0.3032
Average | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3117	0.2988
Low | Quarter To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.3004	0.2866
Low | Year To Date
Schedule of Foreign Currency [Line Items]
Foreign currency exchange rates	0.2995	0.2702

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Changes in Foreign Currency Exchange Rate (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Schedule of Foreign Currency [Line Items]
Revenue	$ 360,735	$ 337,443	$ 1,086,520	$ 1,064,308
Operating expense	(361,637)	(347,726)	(1,117,307)	(1,111,944)
Earnings from unconsolidated affiliates, net of losses	1,996	766	3,394	4,777
Loss before benefit for income taxes	(23,356)	(29,608)	(94,533)	(108,265)
Provision for income taxes	13,419	3,560	(2,546)	11,038
Net income (loss)	(9,937)	$ (26,048)	(97,079)	$ (97,227)
Total stockholders’ investment	1,253,965		1,253,965		$ 1,294,232
Quarter To Date | Impact of Changes in Foreign Currency Exchange Rates
Schedule of Foreign Currency [Line Items]
Revenue	10,826
Operating expense	(9,028)
Earnings from unconsolidated affiliates, net of losses	484
Non-operating expense	(1,270)
Loss before benefit for income taxes	1,012
Provision for income taxes	1,057
Net income (loss)	2,069
Cumulative translation adjustment	(74)
Total stockholders’ investment	1,995		1,995
Year To Date | Impact of Changes in Foreign Currency Exchange Rates
Schedule of Foreign Currency [Line Items]
Revenue			(4,850)
Operating expense			593
Earnings from unconsolidated affiliates, net of losses			908
Non-operating expense			2,977
Loss before benefit for income taxes			(372)
Provision for income taxes			2,933
Net income (loss)			2,561
Cumulative translation adjustment			20,924
Total stockholders’ investment	$ 23,485		$ 23,485

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest income	$ 144	$ 168	$ 512	$ 637
Interest expense	(19,237)	(12,347)	(54,189)	(35,170)
Interest expense, net	$ (19,093)	$ (12,179)	$ (53,677)	$ (34,533)

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	1 Months Ended		2 Months Ended	3 Months Ended			9 Months Ended
	Jan. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Nov. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($) aircraft	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($) aircraft	Mar. 31, 2017 USD ($)
Item Affected [Line Items]
Allowance for doubtful accounts receivable		$ 3,800,000		$ 3,800,000			$ 3,800,000		$ 4,500,000
Inventory allowance		22,100,000		22,100,000			22,100,000		21,500,000
Inventory write-down				0		$ 0	1,192,000	$ 7,572,000
Short-term portion of contract acquisition and pre-operating costs		10,700,000		10,700,000			10,700,000		9,700,000
Amortization of other deferred charges				2,800,000		2,500,000	8,500,000	8,200,000
Goodwill, Impairment Loss						8,706,000	0	8,706,000
Goodwill		20,299,000		20,299,000			20,299,000		19,798,000
Accumulated goodwill impairment		50,861,000		50,861,000			50,861,000		50,861,000
Long-term portion of contract acquisition and pre-operating costs		51,200,000		51,200,000			51,200,000		51,100,000
Impairment charges on aircraft held for sale				1,560,000		200,000	11,307,000	11,360,000
Accelerated depreciation						$ 1,100,000		$ 9,300,000
Number of aircraft in exit plan | aircraft						5		11
Deferred OEM cost recovery		$ 10,413,000		$ 10,413,000			$ 10,413,000		0
Property, Plant and Equipment, Salvage Value, Percentage		50.00%		50.00%			50.00%
Other accrued liabilities		$ 72,292,000		$ 72,292,000			$ 72,292,000		46,679,000
Current deferred tax assets									100,000
Current deferred tax liabilities									800,000
Payments Related to Tax Withholding for Share-based Compensation							591,000	$ 762,000
Adjustments for new accounting pronouncement
Item Affected [Line Items]
Increase to income tax provision							2,300,000
OEM Cost recoveries
Item Affected [Line Items]
Original Equipment Manufacturer, Recoveries Sought				130,000,000			130,000,000
Original Equipment Manufacturer, Amount Received				125,000,000			125,000,000
Accumulated Depreciation, Period Increase (Decrease)			$ 94,500,000	94,500,000
Deferred OEM cost recovery		17,400,000	18,500,000	17,400,000			17,400,000
OEM Cost recoveries | Depreciation Expense [Member]
Item Affected [Line Items]
Offset Amount, Expense, Remainder of Fiscal Year		2,100,000		2,100,000			2,100,000
Offset Amount, Expense, Rolling Year Two		8,500,000		8,500,000			8,500,000
Offset Amount, Expense, Rolling Year Three		8,400,000		8,400,000			8,400,000
Offset Amount, Expense, Rolling Year Four		5,600,000		5,600,000			5,600,000
Offset Amount, Expense, Rolling Year Five and Thereafter		21,300,000		21,300,000			21,300,000
OEM Cost recoveries | Rent Expense
Item Affected [Line Items]
Offset Amount, Expense		1,100,000	$ 12,000,000	13,100,000			13,100,000
Offset Amount, Expense, Remainder of Fiscal Year		3,500,000		3,500,000			3,500,000
Offset Amount, Expense, Rolling Year Two		7,900,000		7,900,000			7,900,000
Offset Amount, Expense, Rolling Year Three		4,000,000		4,000,000			4,000,000
Offset Amount, Expense, Rolling Year Four		2,000,000		2,000,000			2,000,000
Affiliated entity
Item Affected [Line Items]
Allowance for doubtful accounts receivable		$ 0		$ 0			$ 0		$ 0
Eastern Airways | Subsequent Event
Item Affected [Line Items]
Consolidation, Additional Percentage Purchased Subsidiary	40.00%
Changes in purchase of interest by parent	$ 0.0
Held-for-sale | Bristow Academy
Item Affected [Line Items]
Percentage ownership disposed		100.00%		100.00%			100.00%
Disposal Group, Including Discontinued Operation, Consideration		$ 1,500,000		$ 1,500,000			$ 1,500,000
Disposal Group, Consideration Term							4 years
Impairment charges on aircraft held for sale					$ 6,500,000		$ 6,500,000
Disposal group, not discontinued operation, loss on disposal				$ 700,000

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2017 USD ($)
Goodwill [Roll Forward]
March 31, 2017	$ 19,798
Foreign currency translation	501
December 31, 2017	$ 20,299

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accumulated Goodwill Impairment (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward]
March 31, 2017		$ (50,861)
Goodwill, Impairment Loss	$ (8,706)	0	$ (8,706)
December 31, 2017		(50,861)
Europe Caspian
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward]
March 31, 2017		(33,883)
Goodwill, Impairment Loss		0
December 31, 2017		(33,883)
Africa
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward]
March 31, 2017		(6,179)
Goodwill, Impairment Loss		0
December 31, 2017		(6,179)
Americas
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward]
March 31, 2017		(576)
Goodwill, Impairment Loss		0
December 31, 2017		(576)
Corporate and other
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward]
March 31, 2017		(10,223)
Goodwill, Impairment Loss		0
December 31, 2017		$ (10,223)

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Intangible Assets (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2017 USD ($)
Finite-lived Intangible Assets [Roll Forward]
Intangible assets - beginning balance	$ 27,212
Foreign currency translation	355
Intangible assets - ending balance	27,567
Accumulated amortization of intangible assets - beginning balance	(21,476)
Amortization expense	(669)
Accumulated amortization of intangible assets - ending balance	$ (22,145)
Weighted average remaining contractual life, in years	5 years 2 months
Client contracts
Finite-lived Intangible Assets [Roll Forward]
Intangible assets - beginning balance	$ 8,169
Foreign currency translation	1
Intangible assets - ending balance	8,170
Accumulated amortization of intangible assets - beginning balance	(8,155)
Amortization expense	(13)
Accumulated amortization of intangible assets - ending balance	$ (8,168)
Weighted average remaining contractual life, in years	1 month
Client relationships
Finite-lived Intangible Assets [Roll Forward]
Intangible assets - beginning balance	$ 12,752
Foreign currency translation	46
Intangible assets - ending balance	12,798
Accumulated amortization of intangible assets - beginning balance	(11,071)
Amortization expense	(224)
Accumulated amortization of intangible assets - ending balance	$ (11,295)
Weighted average remaining contractual life, in years	3 years 7 months
Trade name and trademarks
Finite-lived Intangible Assets [Roll Forward]
Intangible assets - beginning balance	$ 4,483
Foreign currency translation	272
Intangible assets - ending balance	4,755
Accumulated amortization of intangible assets - beginning balance	(908)
Amortization expense	(221)
Accumulated amortization of intangible assets - ending balance	$ (1,129)
Weighted average remaining contractual life, in years	13 years 1 month
Internally developed software
Finite-lived Intangible Assets [Roll Forward]
Intangible assets - beginning balance	$ 1,062
Foreign currency translation	32
Intangible assets - ending balance	1,094
Accumulated amortization of intangible assets - beginning balance	(685)
Amortization expense	(167)
Accumulated amortization of intangible assets - ending balance	$ (852)
Weighted average remaining contractual life, in years	1 year 9 months
Licenses
Finite-lived Intangible Assets [Roll Forward]
Intangible assets - beginning balance	$ 746
Foreign currency translation	4
Intangible assets - ending balance	750
Accumulated amortization of intangible assets - beginning balance	(657)
Amortization expense	(44)
Accumulated amortization of intangible assets - ending balance	$ (701)
Weighted average remaining contractual life, in years	1 year 7 months

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2017 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2018	$ 220
2019	760
2020	469
2021	469
2022	470
Thereafter	3,034
Future intangible assets amortization expense	$ 5,422

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017 USD ($) aircraft	Dec. 31, 2016 USD ($) aircraft	Dec. 31, 2017 USD ($) aircraft	Dec. 31, 2016 USD ($) aircraft
Property, Plant and Equipment [Line Items]
Number of aircraft delivered | aircraft	0	1	5	7
Capital expenditures	$ 12,124	$ 17,860	$ 36,441	$ 119,726
Progress payments for aircraft			$ 2,300	$ 66,800
Medium
Property, Plant and Equipment [Line Items]
Number of aircraft delivered | aircraft	0	0	5	5
SAR aircraft
Property, Plant and Equipment [Line Items]
Number of aircraft delivered | aircraft	0	1	0	2
Aircraft and equipment
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 10,311	$ 17,196	$ 26,800	$ 112,770
Land and buildings
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 1,813	$ 664	$ 9,641	$ 6,956

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Disposed of and Impairments (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2017 USD ($) aircraft	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($) aircraft	Dec. 31, 2017 USD ($) aircraft	Dec. 31, 2016 USD ($) aircraft
Property, Plant and Equipment [Line Items]
Number of aircraft sold or disposed of | aircraft	5		3	11	9
Proceeds from asset dispositions	$ 6,303		$ 2,525	$ 48,547	$ 14,344
Loss on disposal of assets	$ 4,591		$ 874	$ 12,418	$ 13,077
Number of aircraft impaired | aircraft	1		1	5	13
Impairment charges on aircraft held for sale	$ 1,560		$ 200	$ 11,307	$ 11,360
Air transportation equipment
Property, Plant and Equipment [Line Items]
Loss on disposal of assets	$ 3,031		$ 674	1,111	$ 1,717
Bristow Academy | Held-for-sale
Property, Plant and Equipment [Line Items]
Impairment charges on aircraft held for sale		$ 6,500		$ 6,500

XML

BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other accrued liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued lease costs	$ 12,189	$ 5,601
Deferred OEM cost recovery	10,413	0
Eastern overdraft liability	9,486	5,829
Accrued property and equipment	5,158	3,546
Deferred gain on sale leasebacks	1,305	1,655
Other operating accruals	33,741	30,048
Other accrued liabilities	$ 72,292	$ 46,679

XML

VARIABLE INTEREST ENTITIES - Narrative (Details) £ / shares in Units, $ in Thousands, £ in Millions	1 Months Ended		9 Months Ended
	Apr. 30, 2015	Jul. 31, 2014	Dec. 31, 2017 GBP (£) Affiliates Class_Of_Shares Nominations voting_rights	Dec. 31, 2013	Dec. 31, 2017 USD ($) Class_Of_Shares voting_rights	Mar. 31, 2017 USD ($)	May 31, 2004 USD ($) shares	May 31, 2004 £ / shares	Apr. 30, 2004
Variable Interest Entity [Line Items]
Number of variable interest entities | Affiliates			4
Deferred interest accrued | $					$ 6,292	$ 12,909
Caledonia Investments Plc
Variable Interest Entity [Line Items]
Ownership percentage by third party			46.00%
European Union
Variable Interest Entity [Line Items]
Ownership percentage by third party			5.00%
Nigerian Company owned by 100% Nigerian Employees
Variable Interest Entity [Line Items]
Ownership percentage by third party			50.00%
Purchased percentage from third party	2.00%	29.00%		19.00%
Employee Trust Fund
Variable Interest Entity [Line Items]
Ownership percentage by third party			2.00%
Bristow Aviation Holdings Limited
Variable Interest Entity [Line Items]
Ownership percentage in Variable Interest Entity			49.00%
Number of class of shares | Class_Of_Shares			3		3
Ownership percentage by third party			51.00%
Purchase of deferred stock shares | shares							8,000,000
Business acquisition share price | £ / shares								£ 1
Total amount paid for deferred shares | $							$ 14,400
Principal amount of subordinated unsecured loan stock			£ 91.0		$ 123,100
Interest rate on unsecured loan			13.50%
Deferred interest accrued | $					$ 2,065,246	$ 1,891,305
Call option price held by noncontrolling interest | £			£ 1.0
Call Option Rate Over LIBOR			3.00%		3.00%
Call Option Guaranteed Rate							12.00%
Put Option Guaranteed Rate									10.00%
Bristow Aviation Holdings Limited | Caledonia Investments Plc
Variable Interest Entity [Line Items]
Number Of Voting Rights | voting_rights			3		3
Number of Board Of Directors Nomination | Nominations			2
Bristow Aviation Holdings Limited | Director
Variable Interest Entity [Line Items]
Number Of Voting Rights | voting_rights			1		1
Bristow Aviation Holdings Limited | Director Two
Variable Interest Entity [Line Items]
Number Of Voting Rights | voting_rights			1		1
Bristow Helicopters Nigeria Ltd
Variable Interest Entity [Line Items]
Ownership percentage in Variable Interest Entity			48.00%
Purchased percentage from third party	8.00%
Pan African Airlines Nigeria Ltd
Variable Interest Entity [Line Items]
Ownership percentage in Variable Interest Entity			50.17%

XML

VARIABLE INTEREST ENTITIES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 117,848	$ 96,656	$ 71,159	$ 104,310
Accounts receivable	214,779	206,915
Inventories	133,993	124,911
Prepaid expenses and other current assets	43,668	41,143
Total current assets	541,326	507,871
Investment in unconsolidated affiliates	211,115	210,162
Property and equipment, net	2,079,184	2,254,364
Goodwill	20,299	19,798
Other assets	115,233	121,652
Total assets	2,967,157	3,113,847
Accounts payable	87,428	98,215
Accrued liabilities	192,041	186,246
Accrued interest	6,292	12,909
Short-term borrowings and current maturities of long-term debt	93,136	131,063
Total current liabilities	372,605	416,354
Long-term debt, less current maturities	1,102,765	1,150,956
Accrued pension liabilities	54,291	61,647
Other liabilities and deferred credits	37,768	28,899
Deferred taxes	141,904
Deferred taxes		154,873
Redeemable noncontrolling interest	3,859	6,886
Bristow Aviation Holdings Limited
Variable Interest Entity [Line Items]
Cash and cash equivalents	84,236	92,409
Accounts receivable	271,053	222,560
Inventories	102,370	90,190
Prepaid expenses and other current assets	48,016	50,016
Total current assets	505,675	455,175
Investment in unconsolidated affiliates	3,407	3,513
Property and equipment, net	318,879	306,831
Goodwill	20,299	19,798
Other assets	208,390	203,228
Total assets	1,056,650	988,545
Accounts payable	276,997	146,841
Accrued liabilities	142,180	122,130
Accrued interest	2,065,246	1,891,305
Short-term borrowings and current maturities of long-term debt	20,993	18,578
Total current liabilities	2,505,416	2,178,854
Long-term debt, less current maturities	465,699	501,782
Accrued pension liabilities	54,291	61,647
Other liabilities and deferred credits	2,495	8,138
Deferred taxes	16,777
Deferred taxes		20,264
Redeemable noncontrolling interest	3,859	6,886
Liabilities	$ 3,048,537	$ 2,777,571

XML

VARIABLE INTEREST ENTITIES - Statements of Operations of VIEs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Variable Interest Entity [Line Items]
Revenue	$ 360,735	$ 337,443	$ 1,086,520	$ 1,064,308
Net loss	(9,937)	(26,048)	(97,079)	(97,227)
Bristow Aviation Holdings Limited
Variable Interest Entity [Line Items]
Revenue	309,461	291,808	933,387	920,587
Operating loss	(17,463)	(28,287)	(40,095)	(68,803)
Net loss	$ (79,789)	$ (44,999)	$ (221,039)	$ (214,336)

XML

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017
Debt Instrument [Line Items]
Total debt	$ 1,215,266	$ 1,293,364
Unamortized debt issuance cost	(19,365)	(11,345)
Total debt, net	1,195,901	1,282,019
Less short-term borrowings and current maturities of long-term debt	(93,136)	(131,063)
Total long-term debt	1,102,765	1,150,956
Senior Notes | 6¼% Senior Notes due 2022
Debt Instrument [Line Items]
Total debt	$ 401,535	401,535
Stated interest rate	6.25%
Convertible Debt | 4½% Convertible Senior Notes due 2023
Debt Instrument [Line Items]
Total debt	$ 106,124	0
Stated interest rate	4.50%
Term Loan
Debt Instrument [Line Items]
Total debt	$ 52,546	261,907
Term Loan Credit Facility
Debt Instrument [Line Items]
Total debt	0	45,900
Revolving Credit Facility
Debt Instrument [Line Items]
Total debt	0	139,100
Secured Debt | Lombard Debt
Debt Instrument [Line Items]
Total debt	206,831	196,832
Secured Debt | Macquarie Debt
Debt Instrument [Line Items]
Total debt	188,528	200,000
Secured Debt | PK Air Debt
Debt Instrument [Line Items]
Total debt	230,000	0
Other Debt | Airnorth Debt
Debt Instrument [Line Items]
Total debt	14,507	16,471
Other Debt | Eastern Airways Debt
Debt Instrument [Line Items]
Total debt	12,772	15,326
Other Debt | Other Debt
Debt Instrument [Line Items]
Total debt	$ 2,423	$ 16,293

XML

DEBT - Narrative (Details)			1 Months Ended		9 Months Ended
	Dec. 18, 2017 USD ($)	Jul. 17, 2017 USD ($) Days tranche Months Loan	Sep. 30, 2017 USD ($)	Apr. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2016 USD ($)	Dec. 13, 2017
Debt Instrument [Line Items]
Proceeds from borrowings					$ 548,768,000	$ 360,240,000
Cost of Hedge Net of Cash Received	$ 10,100,000
Purchase of 4½% Convertible Senior Notes call option					40,393,000	0
Proceeds from Issuance of Warrants					$ 30,259,000	0
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares					$ 20.02
Strike Price, Percentage Difference from Specific Date							60.00%
Payment of contingent consideration					$ 0	$ 10,000,000
Convertible Debt | 4½% Convertible Senior Notes due 2023
Debt Instrument [Line Items]
Face amount of debt					$ 143,750,000
Stated interest rate					4.50%
Debt Instrument, Convertible, Conversion Price | $ / shares					$ 15.64
Debt Instrument, Convertible, Conversion Ratio					63.9488
Debt Instrument, Convertible, Conversion Per Principal Amount					$ 1,000
Revolving Credit Facility
Debt Instrument [Line Items]
Proceeds from borrowings					174,800,000
Repayment of debt			$ 103,000,000		313,900,000
Maximum borrowing capacity					400,000,000
Letters of credit outstanding, amount					12,400,000
Term Loan
Debt Instrument [Line Items]
Face amount of debt					350,000,000
Repayment of debt	$ 89,600,000		93,700,000		209,500,000
Secured Debt | PK Air Debt
Debt Instrument [Line Items]
Face amount of debt		$ 230,000,000
Number of term loans | Loan		24
Number of tranches | tranche		2
Payment starts date - number of months following borrowing date		7 months
Final payment amount as a percentage of face amount		53.00%
Terms of debt instruments		70 months
Secured Debt | One-Month LIBOR | PK Air Debt
Debt Instrument [Line Items]
Basis spread on variable rate		5.00%
Variable In Determining Interest Rate, Number of Days | Days		2
Fix rate option, number of 30-day months on a notional interest rate swap | Months		12
Term Loan Credit Facility
Debt Instrument [Line Items]
Face amount of debt					200,000,000
Repayment of debt			$ 17,000,000		$ 45,900,000
Other Debt | Other Debt
Debt Instrument [Line Items]
Contingent consideration, period, payment				3 years
Payment of contingent consideration				$ 16,000,000

XML

DEBT Schedules of convertible debt (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Debt Instrument [Line Items]
Debt component - net carrying value	$ 1,215,266	$ 1,215,266		$ 1,293,364
Debt Instrument, Interest Rate, Effective Percentage	11.00%	11.00%
Amortization of debt discount		$ 343	$ 1,314
Convertible Debt | 4½% Convertible Senior Notes due 2023
Debt Instrument [Line Items]
Equity component - net carrying value (1)	$ 36,778	36,778
Face amount due at maturity	143,750	143,750
Unamortized discount	(37,626)	(37,626)
Debt component - net carrying value	106,124	106,124		$ 0
Contractual coupon interest	234	234
Amortization of debt discount	181	181
Total interest expense	415	415
Convertible Debt | 4½% Convertible Senior Notes due 2023 | Debt Issuance Cost [Member]
Debt Instrument [Line Items]
Equity component - net carrying value (1)	$ 1,000	$ 1,000

XML

FAIR VALUE DISCLOSURES - Assets at Fair Value On A Non-recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Inventories	$ 133,993		$ 133,993		$ 124,911
Assets held for sale	31,038		31,038		38,246
Goodwill	20,299		20,299		$ 19,798
Inventory write-down	0	$ 0	(1,192)	$ (7,572)
Impairment charges on aircraft held for sale	(1,560)	(200)	(11,307)	(11,360)
Goodwill, Impairment Loss		(8,706)	0	(8,706)
Loss on sale of assets and asset impairment charges	(1,560)	(8,906)	(12,499)	(27,638)
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Inventories	0	46,654	0	46,654
Assets held for sale	31,038	37,635	31,038	37,635
Goodwill		18,793		18,793
Total assets	31,038	103,082	31,038	103,082
Fair Value, Measurements, Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Inventories	0	0	0	0
Assets held for sale	0	0	0	0
Goodwill		0		0
Total assets	0	0	0	0
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Inventories	0	46,654	0	46,654
Assets held for sale	0	37,635	0	37,635
Goodwill		0		0
Total assets	0	84,289	0	84,289
Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Inventories	0	0	0	0
Assets held for sale	31,038	0	31,038	0
Goodwill		18,793		18,793
Total assets	$ 31,038	$ 18,793	$ 31,038	$ 18,793

XML

FAIR VALUE DISCLOSURES - Narrative (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2017 USD ($) aircraft	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($) aircraft	Dec. 31, 2017 USD ($) aircraft	Dec. 31, 2016 USD ($) aircraft
Fair Value Disclosures [Abstract]
Number of aircraft impaired | aircraft	1		1	5	13
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment charges on aircraft held for sale	$ 1,560		$ 200	$ 11,307	$ 11,360
Bristow Academy | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment charges on aircraft held for sale		$ 6,500		$ 6,500

XML

FAIR VALUE DISCLOSURES - Assets At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Rabbi Trust investments	$ 2,847	$ 3,075
Total Assets Recurring	2,847	3,075
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Rabbi Trust investments	2,847	3,075
Total Assets Recurring	2,847	3,075
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Rabbi Trust investments	0	0
Total Assets Recurring	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Rabbi Trust investments	0	0
Total Assets Recurring	$ 0	$ 0

XML

FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	$ 1,215,266	$ 1,293,364
Fair value of total debt	1,194,955	1,215,065
Senior Notes | 6¼% Senior Notes due 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	401,535	401,535
Fair value of total debt	328,777	323,236
Convertible Debt | 4½% Convertible Senior Notes due 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	106,124	0
Fair value of total debt	158,571	0
Unamortized discount	37,626
Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	52,546	261,907
Fair value of total debt	52,546	261,907
Term Loan Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	0	45,900
Fair value of total debt	0	45,900
Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	0	139,100
Fair value of total debt	0	139,100
Secured Debt | Lombard Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	206,831	196,832
Fair value of total debt	206,831	196,832
Secured Debt | Macquarie Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	188,528	200,000
Fair value of total debt	188,528	200,000
Secured Debt | PK Air Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	230,000	0
Fair value of total debt	230,000	0
Other Debt | Airnorth Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	14,507	16,471
Fair value of total debt	14,507	16,471
Other Debt | Eastern Airways Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	12,772	15,326
Fair value of total debt	12,772	15,326
Other Debt | Other Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt component - net carrying value	2,423	16,293
Fair value of total debt	$ 2,423	$ 16,293

XML

COMMITMENTS AND CONTINGENCIES - Purchase Commitment Narrative (Details) - Aircraft - Subsequent Event	10 Months Ended
	Feb. 08, 2018 aircraft
Schedule Of Aircraft Purchase Contracts [Line Items]
Purchase commitment period	7 years
Number of minimum quantity required in a purchase obligation	27
Number of minimum quantity required in purchase options	4

XML

COMMITMENTS AND CONTINGENCIES - Schedule of Purchase Commitment and Commitment Expenditures (Details) - Subsequent Event $ in Thousands	Feb. 08, 2018 USD ($) aircraft
Related Option Expenditures
Unrecorded Unconditional Purchase Obligation Due in Remainder of Fiscal Year, Deferred Payment | $	$ 63,000
Aircraft
Number of Aircraft Unconditional Commitments
Three Months Ending March 31, 2018	0
2019	1
2020	4
2021	4
2022 and thereafter	18
Purchase Commitment - Total Aircrafts	27
Commitment Expenditures
Three Months Ending March 31, 2018 | $	$ 3,242
2019 | $	19,856
2020 | $	88,506
2021 | $	78,726
2022 and thereafter | $	285,295
Purchase Commitments - Total | $	$ 475,625
Number of Aircraft Conditional Commitments
Three Months Ending March 31, 2018	0
2019	2
2020	2
2021	0
2022 and thereafter	0
Aircraft Purchase Options - Total Aircrafts	4
Related Option Expenditures
Three Months Ending March 31, 2018 | $	$ 0
2019 | $	44,181
2020 | $	31,536
2021 | $	0
2022 and thereafter | $	0
Aircraft Purchase Options - Total | $	$ 75,717
Cancellable Commitments
Number of Aircraft Unconditional Commitments
Purchase Commitment - Total Aircrafts	5
Commitment Expenditures
Purchase Commitments - Total | $	$ 96,000
Related Option Expenditures
Deposit assets | $	4,500
Medium and large | Aircraft
Commitment Expenditures
Three Months Ending March 31, 2018 | $	0
2019 | $	19,856
2020 | $	25,536
2021 | $	78,726
2022 and thereafter | $	285,295
Purchase Commitments - Total | $	$ 409,413
Large | Aircraft
Number of Aircraft Unconditional Commitments
Three Months Ending March 31, 2018	0
2019	1
2020	0
2021	4
2022 and thereafter	18
Purchase Commitment - Total Aircrafts	23
Number of Aircraft Conditional Commitments
Three Months Ending March 31, 2018	0
2019	2
2020	2
2021	0
2022 and thereafter	0
Aircraft Purchase Options - Total Aircrafts	4
U.K. SAR | Aircraft
Number of Aircraft Unconditional Commitments
Three Months Ending March 31, 2018	0
2019	0
2020	4
2021	0
2022 and thereafter	0
Purchase Commitment - Total Aircrafts	4
Commitment Expenditures
Three Months Ending March 31, 2018 | $	$ 3,242
2019 | $	0
2020 | $	62,970
2021 | $	0
2022 and thereafter | $	0
Purchase Commitments - Total | $	$ 66,212

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COMMITMENTS AND CONTINGENCIES - Schedule of Aircraft Orders and Options (Details) - aircraft	3 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017
Commitments
AnalysisOfAircraftOrdersAndOptions [Roll Forward]
Beginning of period	27	29	32
Aircraft delivered	0	(2)	(3)
End of period	27	27	29
Options
AnalysisOfAircraftOrdersAndOptions [Roll Forward]
Beginning of period	4	4	4
Aircraft delivered	0	0	0
End of period	4	4	4

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COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2017 USD ($) aircraft	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($) aircraft	Dec. 31, 2016 USD ($)
Operating Leased Assets [Line Items]
Operating leases rental expense | $	$ 42.6	$ 53.7	$ 158.5	$ 156.9
Term of leasing contract			180 months
Operating lease term renewal options			240 months
Number of leased aircraft	90		90
Aircraft
Operating Leased Assets [Line Items]
Operating leases rental expense | $	$ 36.5	$ 47.9	$ 137.9	$ 138.7
VIH Aviation Group | Leasing From Related Party [Member]
Operating Leased Assets [Line Items]
Related party transaction, expenses from transactions with related party | $	$ 4.7		$ 14.4
VIH Aviation Group | Leasing From Related Party [Member] | S-92
Operating Leased Assets [Line Items]
Number of leased aircraft	6		6
VIH Aviation Group | Leasing From Related Party [Member] | AW139
Operating Leased Assets [Line Items]
Number of leased aircraft	1		1
VIH Helicopters USA, Inc | Leasing From Related Party [Member]
Operating Leased Assets [Line Items]
Related party transaction, expenses from transactions with related party | $			$ 0.1
Three months ending March 31, 2018 to fiscal year 2019
Operating Leased Assets [Line Items]
Number of leased aircraft	25		25
Fiscal year 2020 to fiscal year 2022
Operating Leased Assets [Line Items]
Number of leased aircraft	48		48
Fiscal year 2023 to fiscal year 2024
Operating Leased Assets [Line Items]
Number of leased aircraft	17		17

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COMMITMENTS AND CONTINGENCIES - Employee Agreements (Details) - Unionized employees concentration risk	9 Months Ended
	Dec. 31, 2017
Workforce subject to collective bargaining arrangements
Concentration Risk [Line Items]
Collective bargaining agreements and/or unions	53.00%
Employee agreement escalation rate	4.00%
Workforce subject to collective bargaining arrangements expiring within one year
Concentration Risk [Line Items]
Collective bargaining agreements and/or unions	90.00%

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COMMITMENTS AND CONTINGENCIES - Separation Programs (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2017 Employee	Apr. 01, 2016 Employee
Restructuring Cost and Reserve [Line Items]
Named executive | Employee					2	1
Voluntary separation program
Restructuring Cost and Reserve [Line Items]
Severance costs	$ 0	$ 179	$ 0	$ 1,647
Involuntary separation program
Restructuring Cost and Reserve [Line Items]
Severance costs	2,781	566	13,870	14,057
Direct cost | Voluntary separation program
Restructuring Cost and Reserve [Line Items]
Severance costs	0	179	0	1,624
Direct cost | Involuntary separation program
Restructuring Cost and Reserve [Line Items]
Severance costs	2,661	464	5,208	5,360
General and administrative | Voluntary separation program
Restructuring Cost and Reserve [Line Items]
Severance costs	0	0	0	23
General and administrative | Involuntary separation program
Restructuring Cost and Reserve [Line Items]
Severance costs	$ 120	$ 102	$ 8,662	$ 8,697

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COMMITMENTS AND CONTINGENCIES - Environmental Contingencies, Other Purchase Obligations and Other Matters (Details) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Feb. 28, 2018 aircraft	Dec. 31, 2017 USD ($) aircraft Facility	Dec. 31, 2017 USD ($) aircraft Facility
Other Commitments [Line Items]
Number of former waste disposal facilities | Facility		3	3
Number Of Lease Return To Lessor		3
Low
Other Commitments [Line Items]
Estimate of possible loss | $		$ 4.0	$ 4.0
High
Other Commitments [Line Items]
Estimate of possible loss | $		6.0	6.0
Subsequent Event
Other Commitments [Line Items]
Number Of Lease Return To Lessor	1
OEM Cost recoveries
Other Commitments [Line Items]
Original Equipment Manufacturer, Recoveries Sought | $		130.0	130.0
Original Equipment Manufacturer, Amount Received | $		$ 125.0	$ 125.0
UNITED KINGDOM
Other Commitments [Line Items]
Number Of Lease Return To Lessor		1
UNITED KINGDOM | Subsequent Event
Other Commitments [Line Items]
Number Of Lease Return To Lessor	1
AUSTRALIA
Other Commitments [Line Items]
Number Of Lease Return To Lessor		2
H225 Super Puma | NORWAY | Commercial Type Aircraft
Other Commitments [Line Items]
Number of aircraft suspend operations			1
H225 Super Puma | NORWAY | Search And Rescue Type Aircraft
Other Commitments [Line Items]
Number of aircraft suspend operations			4
H225 Super Puma | UNITED KINGDOM | Commercial Type Aircraft
Other Commitments [Line Items]
Number of aircraft suspend operations			13
H225 Super Puma | AUSTRALIA | Commercial Type Aircraft
Other Commitments [Line Items]
Number of aircraft suspend operations			6
H225 Super Puma | AUSTRALIA | Search And Rescue Type Aircraft
Other Commitments [Line Items]
Number of aircraft suspend operations			3
AW189
Other Commitments [Line Items]
Number of aircraft delivery delayed			4
Other Commitments
Other Commitments [Line Items]
Purchase obligations | $		$ 28.4	$ 28.4

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TAXES (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Effective income tax rate		57.50%	12.00%	(2.70%)	10.20%
Impact on effective income tax rate due to unrecognized tax benefits in foreign jurisdictions		$ 4.7		$ 4.7
Net Tax Benefit, Tax Cuts And Jobs Act		14.1		14.1
Valuation allowance, deferred tax asset, increase (decrease), amount		2.1	$ 3.7	13.4	$ 19.3
Unrecognized Tax Benefits		$ 6.2		6.2
Gross Tax Benefit, Tax Cuts And Jobs Act				75.6
Expense From Repatriation Of Foreign Earnings, Tax Cuts And Jobs Act				$ 61.5
Subsequent Event [Line Items]
Federal Statutory Income Tax Rate, Percent				35.00%
Subsequent Event
Subsequent Event [Line Items]
Federal Statutory Income Tax Rate, Percent	21.00%

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EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan [Abstract]
Service cost for benefits earned during the period	$ 159	$ 1,696	$ 470	$ 5,450
Interest cost on pension benefit obligation	3,893	4,139	11,482	13,297
Expected return on assets	(5,509)	(5,601)	(16,250)	(17,992)
Amortization of unrecognized losses	1,844	1,699	5,441	5,454
Net periodic pension cost	$ 387	$ 1,933	$ 1,143	$ 6,209

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EMPLOYEE BENEFIT PLANS - Pension Plans Narrative (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Dec. 31, 2017	Mar. 31, 2017
Defined Benefit Plan [Abstract]
Estimated cash contributions	$ 15.3
Cash contributions	$ 12.0
Weighted-average expected long-term rate of return on assets		4.40%

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EMPLOYEE BENEFIT PLANS - Incentive Compensations Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares reserved		10,646,729		10,646,729
Shares available for grant		2,385,248		2,385,248
Stock based compensation expense		$ 2,200	$ 3,300	$ 8,776	$ 9,508
Restricted stock grants- shares				600,618
Weighted average grant date fair value (in dollars per share)				$ 7.15
Stock option grants- shares				1,256,043
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation payout period	3 years
Noncurrent deferred compensation liability		900		$ 900
Share-based compensation expense				$ 900
Performance cash
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period				3 years
Performance cash compensation liability		6,800		$ 6,800		$ 14,200
Performance cash compensation expense		$ (800)	$ 3,100	$ 600	$ 5,600

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EMPLOYEE BENEFIT PLANS - Assumptions Used for Stock Options Granted (Details)	9 Months Ended
	Dec. 31, 2017 $ / shares
Defined Benefit Plan [Abstract]
Risk free interest rate	1.78%
Expected life (years)	5 years
Volatility	56.10%
Dividend yield	3.98%
Weighted average exercise price of options granted	$ 7.03
Weighted average grant-date fair value of options granted	$ 2.53

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EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Antidilutive Securities Excluded from EPS Calculation (Details) - $ / shares	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding shares	2,729,888	2,150,235	2,791,193	1,720,164
Weighted average exercise price - antidilutive	$ 38.12	$ 28.51	$ 39.88	$ 32.90
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding shares	681,571	404,772	432,596	486,340
Weighted average exercise price - antidilutive	$ 8.67	$ 15.06	$ 23.25	$ 27.92

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EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details)	3 Months Ended		9 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares
Dividends, Share Repurchases, Earning Per Share and Accumulated Other Comprehensive Income [Abstract]
Loss available to common stockholders – basic | $	$ (8,273,000)	$ (21,927,000)	$ (94,757,000)	$ (92,496,000)
Interest expense on assumed conversion of 4½% Convertible Senior Notes, net of tax (1) | $	0	0	0	0
Loss available to common stockholders – diluted | $	$ (8,273,000)	$ (21,927,000)	$ (94,757,000)	$ (92,496,000)
Weighted average number of common shares outstanding – basic | shares	35,368,212	35,095,240	35,260,746	35,021,463
Assumed conversion of 4½% Convertible Senior Notes outstanding during period (1) | shares	0	0	0	0
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method | shares	0	0	0	0
Weighted average number of common shares outstanding – diluted | shares	35,368,212	35,095,240	35,260,746	35,021,463
Basic loss per common share (in dollars per share) | $ / shares	$ (0.23)	$ (0.62)	$ (2.69)	$ (2.64)
Diluted loss per common share (in dollars per share) | $ / shares	(0.23)	$ (0.62)	(2.69)	$ (2.64)
Convertible Debt | 4½% Convertible Senior Notes due 2023
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 15.64		$ 15.64
Debt Instrument, Convertible, Conversion Ratio			63.9488
Debt Instrument, Convertible, Conversion Per Principal Amount | $			$ 1,000

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EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2017 USD ($)
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Balance as of March 31, 2017	$ 1,294,232
Net current period other comprehensive income	20,924
Balance as of December 31, 2017	1,253,965
Currency Translation Adjustments
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Balance as of March 31, 2017	(149,721)
Other comprehensive income before reclassification	20,924
Reclassified from accumulated other comprehensive income	0
Net current period other comprehensive income	20,924
Foreign exchange rate impact	18,885
Balance as of December 31, 2017	(109,912)
Pension Liability Adjustments
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Balance as of March 31, 2017	(178,556)
Other comprehensive income before reclassification	0
Reclassified from accumulated other comprehensive income	0
Net current period other comprehensive income	0
Foreign exchange rate impact	(18,885)
Balance as of December 31, 2017	(197,441)
Total
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Balance as of March 31, 2017	(328,277)
Other comprehensive income before reclassification	20,924
Reclassified from accumulated other comprehensive income	0
Net current period other comprehensive income	20,924
Foreign exchange rate impact	0
Balance as of December 31, 2017	$ (307,353)

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SEGMENT INFORMATION - Narrative (Details)	9 Months Ended
	Dec. 31, 2017 Segments hub Regions
Segment Reporting [Abstract]
Number of operating segments | Segments	1
Number of aircraft hubs | hub	2
Number of reportable segments | Regions	4

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SEGMENT INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Revenue	$ 360,735	$ 337,443	$ 1,086,520	$ 1,064,308
Europe Caspian
Segment Reporting Information [Line Items]
Revenue	198,439	180,910	596,280	571,598
Africa
Segment Reporting Information [Line Items]
Revenue	48,712	50,516	149,289	156,422
Americas
Segment Reporting Information [Line Items]
Revenue	60,615	53,339	179,822	169,590
Asia Pacific
Segment Reporting Information [Line Items]
Revenue	55,691	52,857	167,421	167,257
Corporate and other
Segment Reporting Information [Line Items]
Revenue	911	2,114	4,126	8,006
External Customer
Segment Reporting Information [Line Items]
Revenue	360,735	337,443	1,086,520	1,064,308
External Customer | Europe Caspian
Segment Reporting Information [Line Items]
Revenue	196,958	179,632	592,280	566,290
External Customer | Africa
Segment Reporting Information [Line Items]
Revenue	48,712	50,516	149,289	156,422
External Customer | Americas
Segment Reporting Information [Line Items]
Revenue	58,468	52,362	173,431	166,651
External Customer | Asia Pacific
Segment Reporting Information [Line Items]
Revenue	55,691	52,857	167,421	167,256
External Customer | Corporate and other
Segment Reporting Information [Line Items]
Revenue	906	2,076	4,099	7,689
Intersegment elimination
Segment Reporting Information [Line Items]
Revenue	3,633	2,293	10,418	8,565
Intersegment elimination | Europe Caspian
Segment Reporting Information [Line Items]
Revenue	1,481	1,278	4,000	5,308
Intersegment elimination | Africa
Segment Reporting Information [Line Items]
Revenue	0	0	0	0
Intersegment elimination | Americas
Segment Reporting Information [Line Items]
Revenue	2,147	977	6,391	2,939
Intersegment elimination | Asia Pacific
Segment Reporting Information [Line Items]
Revenue	0	0	0	1
Intersegment elimination | Corporate and other
Segment Reporting Information [Line Items]
Revenue	$ 5	$ 38	$ 27	$ 317

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SEGMENT INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Nov. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Segment Reporting Information [Line Items]
Assets	$ 2,967,157		$ 2,967,157		$ 2,967,157		$ 3,113,847
Total earnings from unconsolidated affiliates, net of losses - equity method investments			1,996	$ 766	3,394	$ 4,734
Loss on disposal of assets			(4,591)	(874)	(12,418)	(13,077)
Operating loss			(3,497)	(19,097)	(41,003)	(72,214)
Depreciation and amortization			31,682	29,768	94,119	93,054
Total investments in unconsolidated affiliates - equity method	204,829		204,829		204,829		203,876
Accelerated depreciation				1,100		9,300
Construction in progress within property and equipment	69,100		69,100		69,100		199,300
OEM Cost recoveries | Rent Expense
Segment Reporting Information [Line Items]
Offset Amount, Expense	1,100	$ 12,000	13,100		13,100
Europe Caspian
Segment Reporting Information [Line Items]
Assets	955,122		955,122		955,122		1,091,536
Total earnings from unconsolidated affiliates, net of losses - equity method investments			34	125	125	241
Total business unit operating income			5,312	(303)	19,610	18,468
Depreciation and amortization			12,771	11,185	36,789	33,594
Total investments in unconsolidated affiliates - equity method	350		350		350		257
Accelerated depreciation						400
Europe Caspian | OEM Cost recoveries | Rent Expense
Segment Reporting Information [Line Items]
Offset Amount, Expense			7,100		7,100
Africa
Segment Reporting Information [Line Items]
Assets	414,162		414,162		414,162		325,719
Total business unit operating income			10,470	10,441	28,353	19,954
Depreciation and amortization			3,664	4,007	10,330	12,680
Accelerated depreciation						5,000
Americas
Segment Reporting Information [Line Items]
Assets	857,463		857,463		857,463		809,071
Total earnings from unconsolidated affiliates, net of losses - equity method investments			2,097	831	3,712	4,954
Total business unit operating income			5,308	2,226	11,535	5,790
Depreciation and amortization			6,909	7,060	20,906	25,669
Total investments in unconsolidated affiliates - equity method	201,422		201,422		201,422		200,362
Accelerated depreciation						3,900
Asia Pacific
Segment Reporting Information [Line Items]
Assets	330,210		330,210		330,210		433,614
Total business unit operating income			(941)	(9,012)	(19,374)	(24,480)
Depreciation and amortization			4,479	4,973	15,347	13,586
Asia Pacific | OEM Cost recoveries | Rent Expense
Segment Reporting Information [Line Items]
Offset Amount, Expense			6,000		6,000
Corporate and other
Segment Reporting Information [Line Items]
Assets	410,200		410,200		410,200		453,907
Total earnings from unconsolidated affiliates, net of losses - equity method investments			(135)	(190)	(443)	(461)
Total business unit operating income			(19,055)	(21,575)	(68,709)	(78,869)
Depreciation and amortization			3,859	$ 2,543	10,747	$ 7,525
Total investments in unconsolidated affiliates - equity method	$ 3,057		$ 3,057		$ 3,057		$ 3,257

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Condensed Financial Statements, Captions [Line Items]
Revenue	$ 360,735	$ 337,443	$ 1,086,520	$ 1,064,308
Direct cost and reimbursable expense	286,589	272,549	884,493	869,612
Intercompany expenses	0	0	0	0
Depreciation and amortization	31,682	29,768	94,119	93,054
General and administrative	43,366	45,409	138,695	149,278
Operating expense	361,637	347,726	1,117,307	1,111,944
Loss on impairment	0	(8,706)	(1,192)	(16,278)
Gain (loss) on disposal of assets	(4,591)	(874)	(12,418)	(13,077)
Earnings from unconsolidated affiliates, net of losses	1,996	766	3,394	4,777
Operating loss	(3,497)	(19,097)	(41,003)	(72,214)
Interest expense, net	(19,093)	(12,179)	(53,677)	(34,533)
Other income (expense), net	(766)	1,668	147	(1,518)
Income (loss) before (provision) benefit for income taxes	(23,356)	(29,608)	(94,533)	(108,265)
Benefit (provision) for income taxes	13,419	3,560	(2,546)	11,038
Net loss	(9,937)	(26,048)	(97,079)	(97,227)
Net (income) loss attributable to noncontrolling interests	1,664	4,121	2,322	4,731
Net loss attributable to Bristow Group	(8,273)	(21,927)	(94,757)	(92,496)
External Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	360,735	337,443	1,086,520	1,064,308
Intercompany Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	0	0	0	0
Eliminations
Condensed Financial Statements, Captions [Line Items]
Revenue	(28,608)	(29,799)	(92,518)	(78,413)
Direct cost and reimbursable expense	0	0	0	0
Intercompany expenses	(28,608)	(29,799)	(92,518)	(78,413)
Depreciation and amortization	0	0	0	0
General and administrative	0	0	0	0
Operating expense	(28,608)	(29,799)	(92,518)	(78,413)
Loss on impairment		0	0	0
Gain (loss) on disposal of assets	0	0	0	0
Earnings from unconsolidated affiliates, net of losses	11,503	(4,561)	22,506	17,905
Operating loss	11,503	(4,561)	22,506	17,905
Interest expense, net	0	0	0	0
Other income (expense), net	0	0	0	0
Income (loss) before (provision) benefit for income taxes	11,503	(4,561)	22,506	17,905
Benefit (provision) for income taxes	0	0	0	0
Net loss	11,503	(4,561)	22,506	17,905
Net (income) loss attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Bristow Group	11,503	(4,561)	22,506	17,905
Eliminations | External Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	0	0	0	0
Eliminations | Intercompany Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	(28,608)	(29,799)	(92,518)	(78,413)
Parent Company Only
Condensed Financial Statements, Captions [Line Items]
Revenue	188	0	188	0
Direct cost and reimbursable expense	81	703	3,350	72
Intercompany expenses	0	0	0	0
Depreciation and amortization	3,048	2,233	8,981	6,549
General and administrative	13,937	13,897	50,924	51,643
Operating expense	17,066	16,833	63,255	58,264
Loss on impairment		0	0	0
Gain (loss) on disposal of assets	(1,757)	0	(1,757)	0
Earnings from unconsolidated affiliates, net of losses	(11,503)	4,562	(22,506)	(17,861)
Operating loss	(30,138)	(12,271)	(87,330)	(76,125)
Interest expense, net	(9,480)	(11,525)	(29,174)	(31,757)
Other income (expense), net	(16)	497	(142)	1,249
Income (loss) before (provision) benefit for income taxes	(39,634)	(23,299)	(116,646)	(106,633)
Benefit (provision) for income taxes	31,373	1,386	21,925	14,178
Net loss	(8,261)	(21,913)	(94,721)	(92,455)
Net (income) loss attributable to noncontrolling interests	(12)	(13)	(36)	(40)
Net loss attributable to Bristow Group	(8,273)	(21,926)	(94,757)	(92,495)
Parent Company Only | External Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	188	0	188	0
Parent Company Only | Intercompany Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	0	0	0	0
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenue	75,985	69,357	232,622	205,827
Direct cost and reimbursable expense	49,540	45,794	147,829	142,270
Intercompany expenses	0	0	0	0
Depreciation and amortization	12,489	10,942	38,209	38,728
General and administrative	6,514	5,841	17,899	18,921
Operating expense	68,543	62,577	203,937	199,919
Loss on impairment		0	(1,192)	(4,761)
Gain (loss) on disposal of assets	(3,657)	(361)	7,356	(11,936)
Earnings from unconsolidated affiliates, net of losses	0	0	0	0
Operating loss	3,785	6,419	34,849	(10,789)
Interest expense, net	(5,008)	(42)	(16,811)	(1,070)
Other income (expense), net	227	1,666	(529)	3,312
Income (loss) before (provision) benefit for income taxes	(996)	8,043	17,509	(8,547)
Benefit (provision) for income taxes	(1,791)	(1,138)	(7,896)	(4,870)
Net loss	(2,787)	6,905	9,613	(13,417)
Net (income) loss attributable to noncontrolling interests	0	0	0	0
Net loss attributable to Bristow Group	(2,787)	6,905	9,613	(13,417)
Guarantor Subsidiaries | External Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	47,377	39,558	140,104	127,414
Guarantor Subsidiaries | Intercompany Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	28,608	29,799	92,518	78,413
Non- Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenue	313,170	297,885	946,228	936,894
Direct cost and reimbursable expense	236,968	226,052	733,314	727,270
Intercompany expenses	28,608	29,799	92,518	78,413
Depreciation and amortization	16,145	16,593	46,929	47,777
General and administrative	22,915	25,671	69,872	78,714
Operating expense	304,636	298,115	942,633	932,174
Loss on impairment		(8,706)	0	(11,517)
Gain (loss) on disposal of assets	823	(513)	(18,017)	(1,141)
Earnings from unconsolidated affiliates, net of losses	1,996	765	3,394	4,733
Operating loss	11,353	(8,684)	(11,028)	(3,205)
Interest expense, net	(4,605)	(612)	(7,692)	(1,706)
Other income (expense), net	(977)	(495)	818	(6,079)
Income (loss) before (provision) benefit for income taxes	5,771	(9,791)	(17,902)	(10,990)
Benefit (provision) for income taxes	(16,163)	3,312	(16,575)	1,730
Net loss	(10,392)	(6,479)	(34,477)	(9,260)
Net (income) loss attributable to noncontrolling interests	1,676	4,134	2,358	4,771
Net loss attributable to Bristow Group	(8,716)	(2,345)	(32,119)	(4,489)
Non- Guarantor Subsidiaries | External Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	313,170	297,885	946,228	936,894
Non- Guarantor Subsidiaries | Intercompany Customer
Condensed Financial Statements, Captions [Line Items]
Revenue	$ 0	$ 0	$ 0	$ 0

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	$ (9,937)	$ (26,048)	$ (97,079)	$ (97,227)
Currency translation adjustments	(57)	(18,896)	20,394	(31,470)
Total comprehensive loss	(9,994)	(44,944)	(76,685)	(128,697)
Net loss attributable to noncontrolling interests	1,664	4,121	2,322	4,731
Currency translation adjustments attributable to noncontrolling interests	(17)	(687)	530	(5,652)
Total comprehensive (income) loss attributable to noncontrolling interests	1,647	3,434	2,852	(921)
Total comprehensive loss attributable to Bristow Group	(8,347)	(41,510)	(73,833)	(129,618)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	11,503	(4,561)	22,506	17,905
Currency translation adjustments	(1,155)	(7,104)	(9,918)	(227,912)
Total comprehensive loss	10,348	(11,665)	12,588	(210,007)
Net loss attributable to noncontrolling interests	0	0	0	0
Currency translation adjustments attributable to noncontrolling interests	0	0	0	0
Total comprehensive (income) loss attributable to noncontrolling interests	0	0	0	0
Total comprehensive loss attributable to Bristow Group	10,348	(11,665)	12,588	(210,007)
Parent Company Only
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(8,261)	(21,913)	(94,721)	(92,455)
Currency translation adjustments	0	0	0	0
Total comprehensive loss	(8,261)	(21,913)	(94,721)	(92,455)
Net loss attributable to noncontrolling interests	(12)	(13)	(36)	(40)
Currency translation adjustments attributable to noncontrolling interests	0	0	0	0
Total comprehensive (income) loss attributable to noncontrolling interests	(12)	(13)	(36)	(40)
Total comprehensive loss attributable to Bristow Group	(8,273)	(21,926)	(94,757)	(92,495)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(2,787)	6,905	9,613	(13,417)
Currency translation adjustments	(18)	0	626	0
Total comprehensive loss	(2,805)	6,905	10,239	(13,417)
Net loss attributable to noncontrolling interests	0	0	0	0
Currency translation adjustments attributable to noncontrolling interests	0	0	0	0
Total comprehensive (income) loss attributable to noncontrolling interests	0	0	0	0
Total comprehensive loss attributable to Bristow Group	(2,805)	6,905	10,239	(13,417)
Non- Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(10,392)	(6,479)	(34,477)	(9,260)
Currency translation adjustments	1,116	(11,792)	29,686	196,442
Total comprehensive loss	(9,276)	(18,271)	(4,791)	187,182
Net loss attributable to noncontrolling interests	1,676	4,134	2,358	4,771
Currency translation adjustments attributable to noncontrolling interests	(17)	(687)	530	(5,652)
Total comprehensive (income) loss attributable to noncontrolling interests	1,659	3,447	2,888	(881)
Total comprehensive loss attributable to Bristow Group	$ (7,617)	$ (14,824)	$ (1,903)	$ 186,301

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 117,848	$ 96,656	$ 71,159	$ 104,310
Accounts receivable	214,779	206,915
Inventories	133,993	124,911
Assets held for sale	31,038	38,246
Prepaid expenses and other current assets	43,668	41,143
Total current assets	541,326	507,871
Intercompany investment	0	0
Investment in unconsolidated affiliates	211,115	210,162
Intercompany notes receivable	0	0
Land and buildings	241,792	231,448
Aircraft and equipment	2,511,322	2,622,701
Total property and equipment, at cost	2,753,114	2,854,149
Less – Accumulated depreciation and amortization	(673,930)	(599,785)
Total property and equipment, net	2,079,184	2,254,364
Goodwill	20,299	19,798
Other assets	115,233	121,652
Total assets	2,967,157	3,113,847
Accounts payable	87,428	98,215
Accrued liabilities	192,041	186,246
Deferred taxes		830
Short-term borrowings and current maturities of long-term debt	93,136	131,063
Total current liabilities	372,605	416,354
Long-term debt, less current maturities	1,102,765	1,150,956
Intercompany notes payable	0	0
Accrued pension liabilities	54,291	61,647
Other liabilities and deferred credits	37,768	28,899
Deferred taxes		154,873
Deferred taxes	141,904
Redeemable noncontrolling interest	3,859	6,886
Common stock	381	379
Additional paid-in capital	844,825	809,995
Retained earnings	894,684	991,906
Accumulated other comprehensive income (loss)	(307,353)	(328,277)
Treasury shares	(184,796)	(184,796)
Total Bristow Group stockholders’ investment	1,247,741	1,289,207
Noncontrolling interests	6,224	5,025
Total stockholders’ investment	1,253,965	1,294,232
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	2,967,157	3,113,847
Eliminations
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	(922)	0	(2,947)	0
Accounts receivable	(674,071)	(370,603)
Inventories	0	0
Assets held for sale	0	0
Prepaid expenses and other current assets	0	(10,451)
Total current assets	(674,993)	(381,054)
Intercompany investment	(2,628,444)	(2,722,362)
Investment in unconsolidated affiliates	0	0
Intercompany notes receivable	(360,274)	(383,980)
Land and buildings	0	0
Aircraft and equipment	0	0
Total property and equipment, at cost	0	0
Less – Accumulated depreciation and amortization	0	0
Total property and equipment, net	0	0
Goodwill	0	0
Other assets	(21)	0
Total assets	(3,663,732)	(3,487,396)
Accounts payable	(655,787)	(355,442)
Accrued liabilities	(17,975)	(25,628)
Deferred taxes		0
Short-term borrowings and current maturities of long-term debt	0	0
Total current liabilities	(673,762)	(381,070)
Long-term debt, less current maturities	0	0
Intercompany notes payable	(361,375)	(383,980)
Accrued pension liabilities	0	0
Other liabilities and deferred credits	0	0
Deferred taxes		0
Deferred taxes	(21)
Redeemable noncontrolling interest	0	0
Common stock	(151,345)	(135,345)
Additional paid-in capital	(329,354)	(313,435)
Retained earnings	(1,475,495)	(1,611,104)
Accumulated other comprehensive income (loss)	(672,380)	(662,462)
Treasury shares	0	0
Total Bristow Group stockholders’ investment	(2,628,574)	(2,722,346)
Noncontrolling interests	0	0
Total stockholders’ investment	(2,628,574)	(2,722,346)
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	(3,663,732)	(3,487,396)
Parent Company Only
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	27,895	3,382	2,397	35,241
Accounts receivable	148,115	76,383
Inventories	0	0
Assets held for sale	0	0
Prepaid expenses and other current assets	2,427	3,237
Total current assets	178,437	83,002
Intercompany investment	2,387,382	2,491,631
Investment in unconsolidated affiliates	0	0
Intercompany notes receivable	166,341	306,641
Land and buildings	4,806	4,806
Aircraft and equipment	157,421	151,005
Total property and equipment, at cost	162,227	155,811
Less – Accumulated depreciation and amortization	(38,062)	(29,099)
Total property and equipment, net	124,165	126,712
Goodwill	0	0
Other assets	9,471	18,770
Total assets	2,865,796	3,026,756
Accounts payable	348,871	231,841
Accrued liabilities	48,284	61,791
Deferred taxes		(1,272)
Short-term borrowings and current maturities of long-term debt	40,087	79,053
Total current liabilities	437,242	371,413
Long-term debt, less current maturities	513,801	763,325
Intercompany notes payable	187,531	70,689
Accrued pension liabilities	0	0
Other liabilities and deferred credits	13,570	11,597
Deferred taxes		112,716
Deferred taxes	78,937
Redeemable noncontrolling interest	0	0
Common stock	381	379
Additional paid-in capital	844,825	809,995
Retained earnings	894,684	991,906
Accumulated other comprehensive income (loss)	78,306	78,306
Treasury shares	(184,796)	(184,796)
Total Bristow Group stockholders’ investment	1,633,400	1,695,790
Noncontrolling interests	1,315	1,226
Total stockholders’ investment	1,634,715	1,697,016
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	2,865,796	3,026,756
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	299	0	3,393
Accounts receivable	419,838	288,235
Inventories	31,623	34,721
Assets held for sale	25,265	30,716
Prepaid expenses and other current assets	5,234	4,501
Total current assets	481,960	358,472
Intercompany investment	104,435	104,435
Investment in unconsolidated affiliates	0	0
Intercompany notes receivable	36,358	37,633
Land and buildings	58,252	62,114
Aircraft and equipment	1,135,071	1,199,073
Total property and equipment, at cost	1,193,323	1,261,187
Less – Accumulated depreciation and amortization	(257,033)	(258,225)
Total property and equipment, net	936,290	1,002,962
Goodwill	0	0
Other assets	1,961	2,139
Total assets	1,561,004	1,505,641
Accounts payable	203,517	70,434
Accrued liabilities	4,391	17,379
Deferred taxes		2,102
Short-term borrowings and current maturities of long-term debt	20,335	17,432
Total current liabilities	228,243	107,347
Long-term debt, less current maturities	277,442	284,710
Intercompany notes payable	133,087	226,091
Accrued pension liabilities	0	0
Other liabilities and deferred credits	7,660	6,229
Deferred taxes		40,344
Deferred taxes	47,494
Redeemable noncontrolling interest	0	0
Common stock	20,028	20,028
Additional paid-in capital	45,306	29,387
Retained earnings	800,730	791,117
Accumulated other comprehensive income (loss)	1,014	388
Treasury shares	0	0
Total Bristow Group stockholders’ investment	867,078	840,920
Noncontrolling interests	0	0
Total stockholders’ investment	867,078	840,920
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	1,561,004	1,505,641
Non- Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	90,875	92,975	$ 71,709	$ 65,676
Accounts receivable	320,897	212,900
Inventories	102,370	90,190
Assets held for sale	5,773	7,530
Prepaid expenses and other current assets	36,007	43,856
Total current assets	555,922	447,451
Intercompany investment	136,627	126,296
Investment in unconsolidated affiliates	211,115	210,162
Intercompany notes receivable	157,575	39,706
Land and buildings	178,734	164,528
Aircraft and equipment	1,218,830	1,272,623
Total property and equipment, at cost	1,397,564	1,437,151
Less – Accumulated depreciation and amortization	(378,835)	(312,461)
Total property and equipment, net	1,018,729	1,124,690
Goodwill	20,299	19,798
Other assets	103,822	100,743
Total assets	2,204,089	2,068,846
Accounts payable	190,827	151,382
Accrued liabilities	157,341	132,704
Deferred taxes		0
Short-term borrowings and current maturities of long-term debt	32,714	34,578
Total current liabilities	380,882	318,664
Long-term debt, less current maturities	311,522	102,921
Intercompany notes payable	40,757	87,200
Accrued pension liabilities	54,291	61,647
Other liabilities and deferred credits	16,538	11,073
Deferred taxes		1,813
Deferred taxes	15,494
Redeemable noncontrolling interest	3,859	6,886
Common stock	131,317	115,317
Additional paid-in capital	284,048	284,048
Retained earnings	674,765	819,987
Accumulated other comprehensive income (loss)	285,707	255,491
Treasury shares	0	0
Total Bristow Group stockholders’ investment	1,375,837	1,474,843
Noncontrolling interests	4,909	3,799
Total stockholders’ investment	1,380,746	1,478,642
Total liabilities, redeemable noncontrolling interest and stockholders’ investment	$ 2,204,089	$ 2,068,846

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			$ (9,307)	$ (14,098)
Capital expenditures	$ (12,124)	$ (17,860)	(36,441)	(119,726)
Proceeds from asset dispositions	6,303	2,525	48,547	14,344
Proceeds from OEM cost recoveries			94,463	0
Deposits received on aircraft held for sale			0	290
Net cash provided by (used in) investing activities			106,569	(105,092)
Proceeds from borrowings			548,768	360,240
Debt issuance costs			(11,653)	(3,883)
Repayment of debt			(609,667)	(243,677)
Purchase of 4½% Convertible Senior Notes call option			(40,393)	0
Proceeds from issuance of warrants			30,259	0
Dividends paid			(2,465)	(7,366)
Increases (decreases) in cash related to intercompany advances and debt			0	0
Partial prepayment of put/call obligation			(36)	(38)
Dividends paid to noncontrolling interest			0	(2,533)
Payment of contingent consideration			0	(10,000)
Repurchases for tax withholdings on vesting of equity awards			(591)	(762)
Net cash provided by (used in) financing activities			(85,778)	91,981
Effect of exchange rate changes on cash and cash equivalents			9,708	(5,942)
Net increase (decrease) in cash and cash equivalents			21,192	(33,151)
Cash and cash equivalents at beginning of period			96,656	104,310
Cash and cash equivalents at end of period	117,848	71,159	117,848	71,159
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			(922)	(2,947)
Capital expenditures			77,480	0
Proceeds from asset dispositions			(77,480)	0
Proceeds from OEM cost recoveries			0
Deposits received on aircraft held for sale				0
Net cash provided by (used in) investing activities			0	0
Proceeds from borrowings			0	0
Debt issuance costs			0	0
Repayment of debt			0	0
Purchase of 4½% Convertible Senior Notes call option			0
Proceeds from issuance of warrants			0
Dividends paid			0	0
Increases (decreases) in cash related to intercompany advances and debt			0	0
Partial prepayment of put/call obligation			0	0
Dividends paid to noncontrolling interest				0
Payment of contingent consideration				0
Repurchases for tax withholdings on vesting of equity awards			0	0
Net cash provided by (used in) financing activities			0	0
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			(922)	(2,947)
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	(922)	(2,947)	(922)	(2,947)
Parent Company Only
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			(105,817)	(87,634)
Capital expenditures			(8,182)	(15,385)
Proceeds from asset dispositions			0	0
Proceeds from OEM cost recoveries			0
Deposits received on aircraft held for sale				0
Net cash provided by (used in) investing activities			(8,182)	(15,385)
Proceeds from borrowings			318,550	243,900
Debt issuance costs			(2,558)	(2,925)
Repayment of debt			(569,325)	(218,900)
Purchase of 4½% Convertible Senior Notes call option			(40,393)
Proceeds from issuance of warrants			30,259
Dividends paid			110,637	(7,010)
Increases (decreases) in cash related to intercompany advances and debt			291,969	55,910
Partial prepayment of put/call obligation			(36)	(38)
Dividends paid to noncontrolling interest				0
Payment of contingent consideration				0
Repurchases for tax withholdings on vesting of equity awards			(591)	(762)
Net cash provided by (used in) financing activities			138,512	70,175
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			24,513	(32,844)
Cash and cash equivalents at beginning of period			3,382	35,241
Cash and cash equivalents at end of period	27,895	2,397	27,895	2,397
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			34,995	39,771
Capital expenditures			(7,755)	(21,093)
Proceeds from asset dispositions			85,760	12,894
Proceeds from OEM cost recoveries			0
Deposits received on aircraft held for sale				290
Net cash provided by (used in) investing activities			78,005	(7,909)
Proceeds from borrowings			0	109,890
Debt issuance costs			(552)	0
Repayment of debt			(13,137)	(4,494)
Purchase of 4½% Convertible Senior Notes call option			0
Proceeds from issuance of warrants			0
Dividends paid			0	4
Increases (decreases) in cash related to intercompany advances and debt			(99,610)	(140,655)
Partial prepayment of put/call obligation			0	0
Dividends paid to noncontrolling interest				0
Payment of contingent consideration				0
Repurchases for tax withholdings on vesting of equity awards			0	0
Net cash provided by (used in) financing activities			(113,299)	(35,255)
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			(299)	(3,393)
Cash and cash equivalents at beginning of period			299	3,393
Cash and cash equivalents at end of period	0	0	0	0
Non- Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			62,437	36,712
Capital expenditures			(97,984)	(83,248)
Proceeds from asset dispositions			40,267	1,450
Proceeds from OEM cost recoveries			94,463
Deposits received on aircraft held for sale				0
Net cash provided by (used in) investing activities			36,746	(81,798)
Proceeds from borrowings			230,218	6,450
Debt issuance costs			(8,543)	(958)
Repayment of debt			(27,205)	(20,283)
Purchase of 4½% Convertible Senior Notes call option			0
Proceeds from issuance of warrants			0
Dividends paid			(113,102)	(360)
Increases (decreases) in cash related to intercompany advances and debt			(192,359)	84,745
Partial prepayment of put/call obligation			0	0
Dividends paid to noncontrolling interest				(2,533)
Payment of contingent consideration				(10,000)
Repurchases for tax withholdings on vesting of equity awards			0	0
Net cash provided by (used in) financing activities			(110,991)	57,061
Effect of exchange rate changes on cash and cash equivalents			9,708	(5,942)
Net increase (decrease) in cash and cash equivalents			(2,100)	6,033
Cash and cash equivalents at beginning of period			92,975	65,676
Cash and cash equivalents at end of period	$ 90,875	$ 71,709	$ 90,875	$ 71,709