Annual report [Section 13 and 15(d), not S-K Item 405]

DEFINED CONTRIBUTION AND PENSION PLANS

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DEFINED CONTRIBUTION AND PENSION PLANS
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
DEFINED CONTRIBUTION AND PENSION PLANS DEFINED CONTRIBUTION AND PENSION PLANS
BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution plan available for new hires.
The Company’s contributions to its defined contribution plans were $30.4 million, $28.4 million and $15.7 million for the twelve months ended December 31, 2024, twelve months ended December 31, 2023 and nine months ended December 31, 2022, respectively.
Defined Benefit Plans
The Defined Benefit Pension Plans were closed to future accrual as of February 1, 2004 and replaced by the defined contribution plans described above. Prior to replacement, the Defined Benefit Pension Plans covered employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. The 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 price inflation, subject to maximum increases of 5% per year over the period to retirement. The benefits also receive increase post-retirement based on retail price inflation, subject to a maximum increase of 5% per year.
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, 2024 Twelve Months Ended December 31, 2023 Nine Months Ended
December 31, 2022
Change in benefit obligation:
Projected benefit obligation (PBO) at beginning of period $ 363,315  $ 367,609  $ 529,956 
Service cost 51  42  663 
Interest cost 14,842  17,406  8,987 
Actuarial loss (gain) (23,922) (17,939) (107,835)
Benefit payments and expenses (24,159) (25,771) (18,481)
Effect of exchange rate changes (6,382) 21,968  (45,681)
Projected benefit obligation (PBO) at end of period $ 323,745  $ 363,315  $ 367,609 
Change in plan assets:
Fair value of assets at beginning of period $ 366,630  $ 347,520  $ 511,786 
Actual return on assets (18,799) 9,836  (113,510)
Employer contributions 11,272  14,278  11,725 
Benefit payments and expenses (24,159) (25,771) (18,481)
Effect of exchange rate changes (6,439) 20,767  (44,000)
Fair value of assets at end of period $ 328,505  $ 366,630  $ 347,520 
Reconciliation of funded status:
Accumulated benefit obligation (ABO) $ 323,745  $ 363,315  $ 367,609 
Projected benefit obligation (PBO) $ 323,745  $ 363,315  $ 367,609 
Fair value of assets (328,505) (366,630) (347,520)
Net recognized pension liability (asset) $ (4,760) $ (3,315) $ 20,089 
Amounts recognized in accumulated other comprehensive loss $ 12,150  $ (7,528) $ 12,441 
The service cost component is reported in the Company’s consolidated statements of operations in general and administrative 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, 2024 Twelve Months Ended December 31, 2023 Nine Months Ended
December 31, 2022
Service cost for benefits earned during the period $ 72  $ 42  $ 663 
Interest cost on pension benefit obligation 14,842  17,406  8,987 
Expected return on assets (17,383) (18,321) (11,347)
Amortization of unrecognized losses 91  —  — 
Net periodic pension cost (benefit) $ (2,378) $ (873) $ (1,697)

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, 2024 Twelve Months Ended December 31, 2023 Nine Months Ended
December 31, 2022
Discount rate 4.50  % 4.80  % 2.70  %
Expected long-term rate of return on assets 4.93  % 5.02  % 3.22  %
Pension increase rate 3.00  % 3.10  % 3.40  %
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 expected investment returns based on investment modelling.
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, 2024 and 2023 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 2024 2023 2024 2023
Equity securities 10.7  % 20.9  % 15.4  % 21.9  %
Debt securities 57.7  % 24.7  % 39.3  % 38.4  %
Property —  % 5.9  % 0.9  % 4.6  %
Other assets 31.6  % 48.5  % 44.4  % 35.1  %
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, 2024, 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, 2024
Cash and cash equivalents $ 4,759  $ 37,572  $ —  $ 42,331 
Equity investments - UK 250  —  —  250 
Equity investments - non-UK 2,254  —  —  2,254 
Liquid credit —  69,258  —  69,258 
Alternative investments —  35,443  —  35,443 
Government debt securities 1,378  55,607  —  56,985 
Corporate debt securities 2,630  —  —  2,630 
Insurance policy —  —  103,699  103,699 
Total fair value investments $ 11,271  $ 197,880  $ 103,699  $ 312,850 
Net asset value(1)
—  —  —  15,655 
Total investments $ 11,271  $ 197,880  $ 103,699  $ 328,505 
______________________
(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, 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 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. For the year ending December 31, 2025, the Company has estimated future benefit payments of approximately $5.0 million.