Annual report pursuant to Section 13 and 15(d)

DEFINED CONTRIBUTION AND PENSION PLANS

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DEFINED CONTRIBUTION AND PENSION PLANS
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
DEFINED CONTRIBUTION AND PENSION PLANS DEFINED CONTRIBUTION AND PENSION PLANS
The Bristow Group Inc. Employee Savings and Retirement Plan (the “Bristow Plan”) covers certain of the Company’s U.S. employees. Under the Bristow Plan, the Company matches each participant’s contributions up to 3% of the employee’s compensation. In addition, under the Bristow Plan, the Company contributes an additional 3% of the employee’s compensation.
BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution plan (the “Defined Benefit Pension Plans”). These defined contribution plans were put in place for new hires following the closure of the defined benefit pension plans described below. There are defined contribution sections within the closed defined benefit plans which were established for those defined benefit members who were in active service when the schemes closed to new benefit accrual.
The Company’s contributions to its defined contribution plans were $28.4 million, $15.7 million and $21.4 million for the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, respectively.
Defined Benefit Plans
The Defined Benefit Pension Plans were replaced by the defined contribution plans described above and closed to future accrual as of February 1, 2004. Prior to replacement, the Defined Benefit Pension Plans covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. The defined benefits for participants in the Defined Benefit Pension Plans were based on the employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with retail price inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of 5% per year over the period to retirement. Any valuation deficits are funded by contributions by BHL and BIAGL.
Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily invested in equities, debt securities and cash. The measurement date adopted is December 31, and resulting gains or losses are amortized over the average remaining life expectancy of the plan members.
The following table shows the activity associated with the projected benefit obligation and the fair value of plan assets in addition to the defined benefit retirement plans’ funded status (in thousands):
Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022
Change in benefit obligation:
Projected benefit obligation (PBO) at beginning of period $ 367,609  $ 529,956  $ 578,918 
Service cost 42  663  732 
Interest cost 17,406  8,987  9,757 
Actuarial loss (gain) (17,939) (107,835) (9,592)
Benefit payments and expenses (25,771) (18,481) (23,418)
Effect of exchange rate changes 21,968  (45,681) (26,441)
Projected benefit obligation (PBO) at end of period $ 363,315  $ 367,609  $ 529,956 
Change in plan assets:
Fair value of assets at beginning of period $ 347,520  $ 511,786  $ 534,768 
Actual return on assets 9,836  (113,510) 8,633 
Employer contributions 14,278  11,725  16,234 
Benefit payments and expenses (25,771) (18,481) (23,418)
Effect of exchange rate changes 20,767  (44,000) (24,431)
Fair value of assets at end of period $ 366,630  $ 347,520  $ 511,786 
Reconciliation of funded status:
Accumulated benefit obligation (ABO) $ 363,315  $ 367,609  $ 529,956 
Projected benefit obligation (PBO) $ 363,315  $ 367,609  $ 529,956 
Fair value of assets (366,630) (347,520) (511,786)
Net recognized pension liability (asset) $ (3,315) $ 20,089  $ 18,170 
Amounts recognized in accumulated other comprehensive loss $ (7,528) $ 12,441  $ (5,962)
The service cost component is reported in the Company’s consolidated statements of operations in total costs and expenses. All other components of net periodic pension cost are reported in the other expenses, net. Details of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands):
Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022
Service cost for benefits earned during the period $ 42  $ 663  $ 732 
Interest cost on pension benefit obligation 17,406  8,987  9,757 
Expected return on assets (18,321) (11,347) (12,290)
Net periodic pension cost (benefit) $ (873) $ (1,697) $ (1,801)
Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows:    
  Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022
Discount rate 4.80  % 2.70  % 2.00  %
Expected long-term rate of return on assets 5.02  % 3.22  % 2.42  %
Pension increase rate 3.10  % 3.40  % 3.00  %
The Company utilizes a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for its Defined Benefit Pension Plans. The expected rate of return assumptions have been determined following consultation with the Company’s actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically been based on other independent research by investment specialists.
Under UK and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans, although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee of the Bristow Staff Pension Scheme (the “Scheme”) aims to invest the assets of the Scheme prudently so that the benefits promised to members are provided. In setting the investment strategy, the Trustee first considered the lowest risk asset allocation that it could adopt in relation to the Scheme’s liabilities.
The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in order to avoid an undue concentration of risk, assets are diversified within and across asset classes.
The market value of the plan’s assets as of December 31, 2023 and 2022 was allocated between asset classes. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows:
  Target Allocation
as of December 31,		 Actual Allocation
as of December 31,
Asset Category 2023 2022 2023 2022
Equity securities 20.9  % 14.4  % 21.9  % 20.5  %
Debt securities 24.7  % 19.0  % 38.4  % 29.8  %
Property 5.9  % 6.7  % 4.6  % 6.8  %
Other assets 48.5  % 59.9  % 35.1  % 42.9  %
Total 100.0  % 100.0  % 100.0  % 100.0  %
The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2023, which are valued at fair value (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of December 31, 2023
Cash and cash equivalents $ 6,629  $ 13,895  $ —  $ 20,524 
Equity investments - UK 510  —  —  510 
Equity investments - non-UK 2,932  —  —  2,932 
Insurance linked securities —  —  382  382 
Liquid credit —  49,334  —  49,334 
Alternative investments —  52,521  —  52,521 
Diversified growth (absolute return) funds 892  —  —  892 
Government debt securities 892  89,235  —  90,127 
Corporate debt securities 1,402  —  —  1,402 
Insurance policy —  —  110,779  110,779 
Total fair value investments $ 13,257  $ 204,985  $ 111,161  $ 329,403 
Net asset value(1)
—  —  —  37,227 
Total investments $ 13,257  $ 204,985  $ 111,161  $ 366,630 
____________________
(1)Includes illiquid credit and property debt amounts held at net asset values.
The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2022, which are valued at fair value (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of December 31, 2022
Cash and cash equivalents $ 3,729  $ 9,623  $ —  $ 13,352 
Equity investments - UK 962  —  —  962 
Equity investments - non-UK 2,165  —  —  2,165 
Insurance linked securities —  —  25,141  25,141 
Liquid credit —  7,819  —  7,819 
Alternative investments —  42,222  —  42,222 
Diversified growth (absolute return) funds 722  —  —  722 
Government debt securities 481  102,007  —  102,488 
Corporate debt securities 1,203  —  —  1,203 
Insurance policy —  —  108,863  108,863 
Total fair value investments $ 9,262  $ 161,671  $ 134,004  $ 304,937 
Net asset value(1)
—  —  —  42,583 
Total investments $ 9,262  $ 161,671  $ 134,004  $ 347,520 
____________________
(1)Includes illiquid credit and property debt amounts held at net asset values.
The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on
the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable.
The Company expects to fund payments with cash contributions to the plans, plan assets and earnings on plan assets. Estimated future benefit payments for each of the years ended December 31 is as follows (in thousands):
Year Ended December 31, Payments
2024 $ 10,619 
2025 5,099 
2026 5,099 
2027 5,099 
2028 5,099 
Thereafter —