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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 ________________________________________
FORM 10-Q
________________________________________ 
(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to      
Commission File Number
001-35701
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
Delaware   72-1455213
(State or Other Jurisdiction of
Incorporation or Organization) 		  (IRS Employer
Identification No.)
3151 Briarpark Drive, Suite 700  
Houston, Texas   77042
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code:
(713) 267-7600
          None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share VTOL NYSE
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  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ☑ 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 Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company
☐
☑
☐ ☐ ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☑
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ☑    No  ☐
The total number of shares of common stock, par value $0.01 per share, outstanding as of October 29, 2021 was 28,264,765. The Registrant has no other class of common stock outstanding.


BRISTOW GROUP INC.
INDEX
1
Item 1.
1
1
2
3
4
5
7
Item 2.
23
Item 3.
39
Item 4.
39
39
Item 1.
39
Item 1A.
39
Item 2.
39
Item 3.
39
Item 4.
39
Item 5.
40
Item 6.
40
41
 



PART I — FINANCIAL INFORMATION 
Item 1.     Financial Statements.
BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

Three Months Ended September 30, Six Months Ended September 30,
  
2021 2020 2021 2020
Revenues:
Operating revenues $ 290,120  $ 295,722  578,471  557,230 
Reimbursable revenues 11,464  8,918  23,715  17,603 
Total revenues 301,584  304,640  602,186  574,833 
Costs and expenses:
Operating expenses 218,768  218,282  433,271  405,837 
Reimbursable expenses 11,188  8,919  23,302  17,567 
General and administrative expenses 38,970  39,613  76,453  75,007 
Merger-related costs 647  4,497  2,382  21,917 
Restructuring costs 117  13,326  968  16,336 
Depreciation and amortization 17,644  18,537  40,839  34,893 
Total costs and expenses 287,334  303,174  577,215  571,557 
Loss on impairment (2,901) (17,596) (24,835) (36,829)
Gain (loss) on disposal of assets 162  (8,473) 661  (2,951)
Earnings (losses) from unconsolidated affiliates, net 964  1,948  (553) (30)
Operating income (loss) 12,475  (22,655) 244  (36,534)
Interest income 42  434  108  696 
Interest expense (10,426) (13,445) (21,050) (25,949)
Loss on extinguishment of debt (124) —  (124) (615)
Reorganization items, net (103) —  (549) — 
Loss on sale of subsidiaries —  —  (2,002) — 
Change in fair value of preferred stock derivative liability —  —  —  15,416 
Gain on bargain purchase —  5,660  —  81,093 
Other, net 15,330  10,592  21,514  14,593 
Total other income (expense), net 4,719  3,241  (2,103) 85,234 
Income (loss) before income taxes 17,194  (19,414) (1,859) 48,700 
Income tax expense (14,484) (8,578) (9,642) (5,288)
Net income (loss)
2,710  (27,992) (11,501) 43,412 
Net loss attributable to noncontrolling interests 65  131  79  204 
Net income (loss) attributable to Bristow Group Inc. $ 2,775  $ (27,861) $ (11,422) $ 43,616 
Income (loss) per common share(1):
Basic
$ 0.10  $ (0.95) $ (0.40) $ 8.73 
Diluted
$ 0.10  $ (0.95) $ (0.40) $ 5.09 
Weighted average common shares outstanding(1):
Basic 28,233,527  29,357,959  28,844,633  20,230,285 
Diluted 28,684,660  29,357,959  28,844,633  34,031,657 
(1) See Note 9 to the condensed consolidated financial statements for details on prior year income (loss) per share and weighted average common shares outstanding.

The accompanying notes are an integral part of these condensed consolidated financial statements.
1

BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited, in thousands)

Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Net income (loss) $ 2,710  $ (27,992) $ (11,501) $ 43,412 
Other comprehensive income (loss):
Currency translation adjustments (15,683) 15,326  (14,411) 18,485 
Pension liability adjustment, net 922  —  873  — 
Unrealized gain (loss) on cash flow hedges, net 1,609  (1,283) 2,552  (2,164)
Total comprehensive income (loss) (10,442) (13,949) (22,487) 59,733 
Net comprehensive loss attributable to noncontrolling interests 65  131  79  204 
Total comprehensive income (loss) attributable to Bristow Group Inc. $ (10,377) $ (13,818) $ (22,408) $ 59,937 





































The accompanying notes are an integral part of these condensed consolidated financial statements.
2


BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited, in thousands, except share amounts)

September 30, March 31,
2021 2021
ASSETS
Current assets:
Cash and cash equivalents
$ 236,989  $ 228,010 
Restricted cash
2,492  3,069 
Accounts receivable, net of allowance for doubtful accounts of $2,506 and $2,300 as of September 30 and March 31, 2021, respectively
196,292  215,620 
Inventories
87,855  92,180 
Assets held for sale
5,432  14,750 
Prepaid expenses and other current assets
30,419  32,119 
Total current assets
559,479  585,748 
Property and equipment 1,082,076  1,090,094 
Accumulated depreciation and amortization (120,474) (85,535)
Property and equipment, net 961,602  1,004,559 
Investment in unconsolidated affiliates 20,146  37,530 
Right-of-use assets 211,878  246,667 
Other assets 108,131  117,766 
Total assets
$ 1,861,236  $ 1,992,270 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 60,081  $ 69,542 
Accrued wages, benefits and related taxes
44,764  58,595 
Income taxes payable and other accrued taxes 18,722  19,972 
Deferred revenue
12,988  13,598 
Accrued maintenance and repairs
32,536  26,907 
Current portion of operating lease liabilities
72,394  77,909 
Accrued interest and other accrued liabilities
24,458  22,632 
Short-term borrowings and current maturities of long-term debt
13,180  15,965 
Total current liabilities
279,123  305,120 
Long-term debt, less current maturities 518,635  527,528 
Accrued pension liabilities 33,654  44,150 
Other liabilities and deferred credits 6,668  6,681 
Deferred taxes 44,413  42,430 
Long-term operating lease liabilities 139,744  167,718 
Total liabilities
$ 1,022,237  $ 1,093,627 
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests
—  1,572 
Stockholders’ equity:
Common stock, $0.01 par value, 110,000,000 authorized; 28,302,220 and 29,694,071 outstanding as of September 30 and March 31, 2021, respectively
303  303 
Additional paid-in capital
692,702  687,715 
Retained earnings
215,589  227,011 
Treasury shares, at cost; 1,967,769 and 466,700 shares as of September 30 and March 31, 2021, respectively
(51,083) (10,501)
Accumulated other comprehensive loss (17,901) (6,915)
Total Bristow Group Inc. stockholders’ equity 839,610  897,613 
Noncontrolling interests (611) (542)
Total stockholders’ equity 838,999  897,071 
Total liabilities and stockholders’ equity $ 1,861,236  $ 1,992,270 





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
(Unaudited, in thousands)
Six Months Ended September 30,
  2021 2020
Cash flows from operating activities:
Net income (loss)
$ (11,501) $ 43,412 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization
46,959  45,675 
Deferred income taxes
2,858  (1,345)
Loss from extinguishment of debt
124  615 
  Bad debt expense 309  — 
 Amortization of deferred financing fees 636  — 
Discount amortization on long-term debt
3,963  7,957 
Loss (gain) on disposal of assets (661) 2,951 
Loss on impairment
24,835  36,829 
Loss on sale of subsidiaries
2,002  — 
Gain on bargain purchase
—  (81,093)
Change in fair value of preferred stock derivative liability
—  (15,416)
Stock-based compensation
4,987  7,192 
Equity in earnings from unconsolidated affiliates less than dividends received 553  2,935 
Increase (decrease) in cash resulting from changes in:
Accounts receivable
17,801  21,556 
Inventory, prepaid expenses and other assets
1,448  (8,075)
Accounts payable, accrued expenses and other liabilities
(21,119) (28,202)
Net cash provided by operating activities 73,194  34,991 
Cash flows from investing activities:
Capital expenditures
(17,306) (7,372)
Proceeds from asset dispositions
13,809  52,140 
Deposits on assets held for sale
—  3,437 
Cash transferred in sale of subsidiaries, net of cash received
(851) — 
Increase in cash from Era merger
—  120,236 
Net cash provided by (used in) investing activities (4,348) 168,441 
Cash flows from financing activities:
Debt issuance costs
(2,708) — 
Repayment of debt and debt redemption premiums
(12,479) (85,369)
Purchase of treasury shares
(40,582) (6,428)
Old Bristow share repurchases
—  (4,807)
Net cash used in financing activities (55,769) (96,604)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(4,676) (1,756)
Net increase in cash, cash equivalents and restricted cash 8,401  105,072 
Cash, cash equivalents and restricted cash at beginning of period 231,079  199,121 
Cash, cash equivalents and restricted cash at end of period $ 239,480  $ 304,193 
Cash paid during the period for:
Interest
$ 16,369  $ 14,467 
Income taxes $ 8,539  $ 7,726 


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 Stockholders’ Equity
(Unaudited)
(In thousands, except share amounts)

  Total Bristow Group Inc. Stockholders’ Equity    
  Redeemable Noncontrolling Interests Common
Stock 		Common
Stock
(Shares) 		Additional
Paid-in
Capital 		Retained
Earnings 		Treasury Stock Accumulated
Other
Comprehensive
Income (Loss) 		Noncontrolling
Interests 		Total
Stockholders’
Equity
March 31, 2021 $ 1,572  $ 303  29,694,071  $ 687,715  $ 227,011  $ (10,501) $ (6,915) $ (542) $ 897,071 
Share award amortization —  —  48,851  2,326  —  —  —  —  2,326 
Share repurchases —  —  (936,567) —  —  (25,199) —  —  (25,199)
Currency translation adjustments —  —  —  —  —  —  —  5  5 
Net loss —  —  —  —  (14,197) —  —  (14) (14,211)
Sale of noncontrolling interest (1,572) —  —  —  —  —  —  —  — 
Other comprehensive income —  —  —  —  —  —  2,166  —  2,166 
June 30, 2021 —  303  28,806,355  690,041  212,814  (35,700) (4,749) (551) 862,158 
Share award amortization —  —  60,367  2,661  —  —  —  —  2,661 
Share repurchases —  —  (564,502) —  —  (15,383) —  —  (15,383)
Currency translation adjustments —  —  —  —  —  —  —  5  5 
Net income (loss) —  —  —  —  2,775  —  —  (65) 2,710 
Other comprehensive loss —  —  —  —  —  —  (13,152) —  (13,152)
September 30, 2021 $ —  $ 303  28,302,220  $ 692,702  $ 215,589  $ (51,083) $ (17,901) $ (611) $ 838,999 









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

5

BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(In thousands, except share amounts)


  Total Bristow Group Inc. Stockholders’ Investment    
  Redeemable Noncontrolling Interests Mezzanine Equity Preferred Stock Common
Stock
Common
Stock
(Shares)(1)
Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive
Income (Loss) 		Treasury Stock Noncontrolling
Interests 		Total
Stockholders’
Investment
March 31, 2020 $ —  $ 149,785  $ 1  11,235,566  $ 295,897  $ 139,228  $ (8,641) $ —  $ (269) $ 426,216 
Share repurchases —  (2,151) —  (142,721) —  1,263  —  —  —  1,263 
Preferred stock share conversion —  (146,448) 4  34,836,688  270,678  142,614  —  —  —  413,296 
Elimination of Old Bristow stock —  —  (5) (45,929,533) 5  —  —  —  —  — 
Exchange of common stock —  —  231  23,026,894  (231) —  —  —  —  — 
Era purchase price —  —  72  7,175,029  108,268  —  —  —  —  108,340 
Preferred stock compensation activity and conversion —  (1,186) —  —  6,370  —  —  —  —  6,370 
Purchase of Company common stock (tax withholding) —  —  —  (42,199) —  —  —  —  —  — 
Currency translation adjustments —  —  —  —  —  —  —  —  13  13 
Net income (loss) —  —  —  —  —  71,477  —  —  (73) 71,404 
Other comprehensive income —  —  —  —  —  —  2,278  —  —  2,278 
June 30, 2020 —  —  303  30,159,724  680,987  354,582  (6,363) —  (329) 1,029,180 
Share award amortization —  —  —  2,008  —  —  —  —  2,008 
Purchase of treasury shares —  —  —  (345,757) —  —  —  (7,579) —  (7,579)
Era purchase price adjustment 1,501  —  —  (233) 395  —  —  —  —  395 
Currency translation adjustments —  —  —  —  —  —  —  —  (14) (14)
Net loss (18) —  —  —  —  (27,861) —  —  (113) (27,974)
Other comprehensive income —  —  —  —  —  —  14,043  —  —  14,043 
September 30, 2020 (Successor) 1,483  —  303  29,813,734  683,390  326,721  7,680  (7,579) (456) 1,010,059 
_______________________
(1) Certain shares were reclassified out of common stock issued and into un-issued.





The accompanying notes are an integral part of these condensed consolidated financial statements.
6

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 — BASIS OF PRESENTATION, CONSOLIDATION AND ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, references to:
•the “Company”, “Combined Company,” “Bristow”,  “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries;
•“Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and
•“Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the Combined Company) and its subsidiaries prior to consummation of the Merger.
Pursuant to the United States (“U.S.”) generally accepted accounting principles (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the Combined Company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10-Q refers to Old Bristow.
The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2022 is referred to as “fiscal year 2022”.
The condensed consolidated financial information for the three and six months ended September 30, 2021 and September 30, 2020 has been prepared by the Company in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021.
The preparation of these financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders equity.  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 information found on this Quarterly Form 10-Q has not been audited by the Company’s independent registered public accounting firm.
7

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Basis of Consolidation
The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.
Summary of Significant Accounting Policies and Other Accounting Considerations
Reclassifications — Certain amounts reported for prior periods in the consolidated financial statements have been reclassified to conform with the current period’s presentation.
Sale of Subsidiary — During the six months ended September 30, 2021, the Company sold its 75% interest in Hauser Investments Limited (“Hauser”), which owns 100% of Sicher Helicopters SAS (“Sicher”), a provider of helicopter services to Colombia’s oil and gas market. The sale resulted in a $2.0 million loss included in loss on sale of subsidiaries on the condensed consolidated statement of operations.
Investment in Unconsolidated Affiliates — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. During the six months ended September 30, 2021, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the six months ended September 30, 2021. As of September 30, 2021, the investment in PAS was $17.0 million and is included on the condensed consolidated balance sheets in investment in unconsolidated affiliates. PAS is a cost method investment.
Recent Accounting Pronouncements
The Company considers 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 the Company’s consolidated financial position or results of operations.
Adopted
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This standard also included guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard was effective beginning in fiscal year 2022 for the Company. Adoption of this accounting standard had no material impact to the Company’s financial statements.
Not Yet Adopted
In May 2021, the FASB issued ASU Update No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The purpose of this update is to clarify and reduce diversity in practice for the accounting of certain modifications or exchanges of equity written call options. Under the guidance, an issuer determines
8

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The standard will be effective for the Company beginning in fiscal year 2023 and early adoption is permitted. The Company is currently evaluating the effect this accounting guidance will have on its consolidated financial statements.
Note 2 — BUSINESS COMBINATIONS
Era Group Inc.
On June 11, 2020, the combination of Old Bristow with Era was successfully completed in an all-stock transaction with Era having issued shares of common stock (“Combined Company Common Stock”) to Old Bristow’s stockholders in exchange for such holders shares of common stock in Old Bristow. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore energy installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of Combined Company Common Stock to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc., and the Combined Company Common Stock continued to trade on the NYSE under the new ticker symbol VTOL.
While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consisted of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company completed its assessment of the fair value of assets acquired and liabilities assumed within the required one-year period from the date of acquisition. Management recorded the acquired aircraft at an aggregate fair value of $179.9 million. Based upon the illiquid state of the secondary market, relevant and reliable market data for the Era fleet was not readily available. As a result, the Company derived the fair value of the Era fleet of aircraft from the estimated enterprise value of Era, using the discounted cash flow method of the income approach. The estimated enterprise value of Era was made using principal assumptions such as forecasted revenues and discount rate. All non-aircraft acquired assets and assumed liabilities were valued at fair value, which based upon their nature were more readily determinable. After allocating fair values to all the non-aircraft acquired assets and assumed liabilities, the remaining value was attributed to the aircraft.
The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
Fair value of Combined Company Common Stock issued (1)
$ 106,440 
Fair value of accelerated stock awards (2)
2,067 
Fair value of exchanged stock awards (3)
228 
Total consideration transferred $ 108,735 
Fair value of redeemable noncontrolling interest 1,501 
Total fair value of Era $ 110,236 
___________________________ 
(1)Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders based on the closing market price of Era shares on June 11, 2020, the acquisition date.
(2)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger.
(3)Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees relating to the pre-Merger vesting period.
9

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands):
Assets acquired:
Cash and cash equivalents $ 120,236 
Accounts receivable from non-affiliates 35,079 
Prepaid expenses and other current assets 17,598 
Inventories 8,826 
Property and equipment 223,256 
Right-of-use assets 8,395 
Other assets 14,792 
Total assets acquired $ 428,182 
Liabilities assumed:
Accounts payable $ 9,686 
Accrued wages, benefits and related taxes 8,319 
Income taxes payable 1,791 
Deferred revenue 236 
Current portion of operating lease liabilities 1,711 
Other accrued liabilities 18,474 
Short-term borrowings and current maturities of long-term debt 17,485 
Long-term debt, less current maturities 136,704 
Other liabilities and deferred credits 1,404 
Deferred taxes 34,198 
Long-term operating lease liabilities 6,845 
Total liabilities and redeemable noncontrolling interest assumed $ 236,853 
Net assets acquired $ 191,329 
The Merger initially resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million; after further analysis, during the second quarter of fiscal year 2021, the Company recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to aircraft, redeemable noncontrolling interest and income taxes, resulting in an increase in bargain purchase gain of $5.7 million, for a total of $81.1 million shown as a gain on bargain purchase on the consolidated statements of operations, for the fiscal year ended March 31, 2021. The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger.
Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior to the announcement of the Merger and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increased or Era’s common stock decreased, between the date of entry into the Merger agreement and consummation of the Merger.
10

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended September 30, 2020, as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands)(1):
Three Months Ended September 30, Six Months Ended September 30,
2020 2020
Total revenues $ 304,640  $ 609,963 
Net loss $ (34,333) $ (10,015)
Net loss attributable to Bristow Group Inc. $ (34,200) $ (9,828)
____________________
(1)As a result of the Merger, the Company was required to dispose of its investment in Líder which occurred in August 2020. The Company recorded an impairment in June 2020 of $18.7 million related to the future disposition of the investment. This impairment has been excluded from the pro forma combined Net income and Net income attributable to Bristow Group Inc. for the six months ended September 30, 2020, due to its nonrecurring nature.
Note 3 — PROPERTY AND EQUIPMENT
Property and Equipment Acquisitions
The Company made capital expenditures as follows (in thousands):
Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Number of aircraft delivered(1)
1  —  1  — 
Capital expenditures:
Aircraft and equipment $ 13,710  $ 4,291  $ 15,960  $ 7,048 
Land and buildings 628  232  1,346  324 
Total capital expenditures $ 14,338  $ 4,523  $ 17,306  $ 7,372 
___________________________ 
(1)Previously leased S92 heavy helicopter acquired during the three months ended September 30, 2021 pursuant to a contractual obligation in the lease.
Property and Equipment Dispositions
The following table presents details on the aircraft sold or disposed of (in thousands, except for number of aircraft):
Three Months Ended September 30, Six Months Ended September 30,
2021 2020 2021 2020
Number of aircraft sold or disposed of 6  31  9  32 
Proceeds from sale or disposal of assets $ 3,188  $ 40,475  $ 13,809  $ 52,140 
Deposits on assets held for sale $ —  $ 3,437  $ —  $ 3,437 
Gain (loss) on disposal of assets $ 162  $ (8,473) $ 661  $ (2,951)
Property, Equipment and Inventory Considerations
During the three and six months ended September 30, 2021, the Company recognized a $2.9 million and $8.8 million loss on impairment, respectively, in connection with H225 helicopter parts inventory and aircraft held for sale to reflect the aircraft at expected sales values. During the three and six months ended September 30, 2020, the Company recognized a $12.4 million loss on impairment related to certain equipment and inventory items in connection to the sale of aircraft.
11

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Note 4 — REVENUES
Revenue Recognition
The Company derives its revenues primarily from oil and gas flight services, government services and fixed wing services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services, which includes oil and gas, government and other services, and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring.
The Company determines revenue recognition by applying the following steps:
1.Identify the contract with a customer;
2.Identify the performance obligations in the contract;
3.Determine the transaction price;
4.Allocate the transaction price to the performance obligations; and
5.Recognize revenue as the performance obligations are satisfied.
Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers. Fixed-term contracts typically have original terms of one to five years, subject to provisions permitting early termination by customers. Customers are typically invoiced on a monthly basis with payment terms of 30-60 days.
The following table shows the total revenues (in thousands):
Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Revenues from contracts with customers $ 295,968  $ 294,245  588,566  553,653 
Total other revenues 5,616  10,395  13,620  21,180 
Total revenues 301,584  304,640  602,186  574,833 
Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a Government services line of service which includes revenues from U.K. SAR, the U.S. Bureau of Safety and Environmental Enforcement (“BSEE”), and other government contracts. In addition, our Other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.
12

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Revenues by Service Line. The following table sets forth the operating revenues earned by service line for the applicable periods (in thousands):
Three Months Ended September 30, Six Months Ended September 30,
2021 2020 2021 2020
Oil and gas services $ 193,681  $ 204,790  383,465  396,385 
Government services(1)
69,742  65,610  140,184  120,233 
Fixed wing services 23,501  20,310  48,057  31,781 
Other services(2)
3,196  5,012  6,765  8,831 
Total operating revenues $ 290,120  $ 295,722  $ 578,471  $ 557,230 
____________________ 
(1)Includes revenues of approximately $8.6 million and $10.6 million related to government services that were previously included in the oil and gas and other service lines for the three and six months ended September 30, 2020, respectively.
(2)Includes Asia Pacific and certain Europe revenues of approximately $3.1 million and $6.6 million that were previously included in the oil and gas service line for the three and six months ended September 30, 2020, respectively.
Contract Assets, Liabilities and Receivables
The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.
As of September 30 and March 31, 2021, receivables related to services performed under contracts with customers were $171.8 million and $167.3 million, respectively. During the six months ended September 30, 2021, the Company recognized $8.9 million of revenues from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $12.6 million and $13.3 million as of September 30, 2021 and March 31, 2021, respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of September 30 and March 31, 2021.
Remaining Performance Obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands):
  Remaining Performance Obligations
Six Months Ending March 31, 2022 Fiscal Year Ending March 31, Total
  2023 2024 2025 2026 and thereafter
Outstanding Service Revenue:
Helicopter contracts
$ 215,454  $ 233,576  $ 187,586  $ 155,471  127,335  $ 919,422 
Fixed wing contracts
589  —  —  —  —  589 
Total remaining performance obligation revenue
$ 216,043  $ 233,576  $ 187,586  $ 155,471  $ 127,335  $ 920,011 
13

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Although substantially all of the Company’s revenue is derived under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenue is expected to be greater than what is reflected in the table above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated.
Note 5 — DEBT
Debt as of September 30 and March 31, 2021, consisted of the following (in thousands):
September 30, 2021 March 31, 2021
6.875% Senior Notes
$ 391,613  $ 391,550 
Lombard Debt 139,968  146,006 
Airnorth Debt —  5,631 
Humberside Debt 234  306 
Total debt
531,815  543,493 
Less short-term borrowings and current maturities of long-term debt
(13,180) (15,965)
Total long-term debt
$ 518,635  $ 527,528 
6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year, with the first payment on September 1, 2021. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes. As of September 30, 2021, the Company had $8.4 million of unamortized debt issuance costs associated with the 6.875% Senior Notes.
Lombard Debt — During the three and six months ended September 30, 2021, the Company made $3.3 million and $6.6 million, respectively, in principal payments on the Lombard debt.
Airnorth Debt — During the three and six months ended September 30, 2021, the Company made $0.5 million and $1.1 million, respectively, in principal payments on the Airnorth debt. In August 2021, the Company made a $4.6 million payment to extinguish the debt, resulting in a loss of $0.1 million.
14

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
ABL Facility — The Company’s asset-backed revolving credit facility (as amended or modified, the “ABL Facility”) matures in April 2023, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are (i) secured by certain accounts receivable owing to the borrower subsidiaries, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”), and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) fully and unconditionally guaranteed as to payment by the Company, as parent guarantor, and each of the ABL Borrowers. The ABL Facility currently provides for commitments in an aggregate amount of $85.0 million. The Company retains the ability under the ABL Facility to increase the total commitments up to a maximum aggregate amount of $115.0 million, subject to the terms and conditions therein.
As of September 30, 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended September 30, 2021. Letters of credit issued under the ABL Facility in the aggregate face amount of $21.6 million were outstanding on September 30, 2021.
LIBOR Transition — In 2020, a number of regulators in conjunction with the FASB and the U.S. Federal Reserve announced their intention to begin the suspension and replacement of the use of LIBOR starting towards the end of calendar year 2021 with a complete phase-out to be undertaken by June 2023. The effects of this transition from LIBOR to an alternative reference rate may impact the Company’s current indebtedness that is tied to LIBOR, in addition to the potential overall financial market disruption as a result of this phase-out. The Company is currently evaluating the potential effects of this announcement on its underlying debt, but it does not expect the impact to be material.
Note 6 — FAIR VALUE DISCLOSURES
The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.
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.
Fair Value of Debt
The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on market prices for those loans and estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
15

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The carrying and fair values of the Company’s debt are as follows (in thousands):
Carrying
Amount 		Level 1 Level 2 Level 3
September 30, 2021
LIABILITIES
6.875% Senior Notes(1)
$ 391,613  $ —  $ 422,648  $ — 
Lombard Debt 139,968  —  148,226  — 
Humberside Debt 234  —  234  — 
$ 531,815  $ —  $ 571,108  $ — 
March 31, 2021
LIABILITIES
6.875% Senior Notes(1)
$ 391,550  $ —  $ 398,870  $ — 
Lombard Debt 146,006  —  155,270  — 
Airnorth Debt 5,631  —  5,656  — 
Humberside Debt 306  —  306  — 
$ 543,493  $ —  $ 560,102  $ — 
_________________ 
(1)The carrying value of the 6.875% Senior Notes is net of unamortized debt issuance costs of $8.4 million.
The carrying values are net of unamortized discounts as follows (in thousands):
  September 30, 2021 March 31, 2021
Lombard Debt $ 17,195  $ 21,495 
Airnorth Debt —  154 
Total unamortized debt discount $ 17,195  $ 21,649 
Old Bristow Preferred Stock Embedded Derivative
The fair value of Old Bristow’s preferred stock embedded derivative was estimated on the pre-merger basis, using the income approach, namely a “with” and “without” analysis. The difference between the value of Old Bristow’s preferred stock in the “with” and “without” analyses represented the value of the embedded derivative. Old Bristow was private on the pre-merger basis and hence, the Old Bristow preferred stock value was estimated based on the expected exchange ratio upon the merger. As there was no trading price or any directly observable market information for the embedded derivative itself or Old Bristow’s preferred stock price the fair value of the embedded derivative represents a model value. Due to these facts and circumstances, the fair value of Old Bristow’s Preferred Stock embedded derivative was derived from Level 3 inputs, due to the nature of unobservable inputs that required significant estimates, judgments and assumptions.
Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, were reported as change in fair value of the preferred stock derivative liability in the condensed consolidated statements of operations. During the six months ended September 30, 2020, the Company recognized non-cash gain of approximately $15.4 million due to an increase in the preferred stock derivative liability related to the embedded derivative in the New Preferred Stock.
The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the six months ended September 30, 2020:
Significant Unobservable Inputs (Level 3)
Derivative financial instruments: (in thousands)
March 31, 2020 $ 286,182 
Change in fair value
(15,416)
Preferred stock shares conversion
(266,846)
Share repurchases (3,920)
September 30, 2020 $ — 
16

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right on the preferred stock, allowing Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation). Upon exercise of the call right, Old Bristow issued 5.17962 shares of Old Bristow’s common stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The Old Bristow preferred stock was converted into Old Bristow common stock immediately prior to consummation of the Merger. For further discussion, see Note 7 in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
Note 7 — COMMITMENTS AND CONTINGENCIES
Fleet — The Company’s unfunded capital commitments as of September 30, 2021 consisted primarily of agreements to purchase helicopters and totaled $85.4 million, payable beginning in fiscal year 2022. The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of approximately $2.1 million.
Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2023 through 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2024 through 2026. The Company may, from time to time, purchase aircraft for which it has no orders.
General Litigation and Disputes
In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement was considered a gain contingency and resulted in a $9.0 million cash receipt.
The Company operates in jurisdictions internationally where it is 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 the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible.
In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. In addition, from time to time, the Company is involved in tax and other disputes with various government agencies. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations.
Note 8 — TAXES
The Company’s effective tax rate was 84.2% and (44.2)% during the three months ended September 30, 2021 and September 30, 2020, respectively, and (518.7)% and 10.9% during the six months ended September 30, 2021 and September 30, 2020, respectively. The effective tax rate in the six months ended September 30, 2021 includes the impact of impairment losses, utilization of net operating losses in certain foreign jurisdictions and adjustment to the Company’s valuation allowances against future realization of deductible business interest expense. The Company’s provision for income taxes for the interim period ended September 30, 2021 was prepared by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. For the three months ended September 30, 2020, the Company utilized the discrete effective tax rate method to report its provision for income taxes.
17

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (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) the Company’s geographical blend of pre-tax book income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s 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 change in the Company’s effective tax rate excluding discrete items for the three and six months ended September 30, 2021 compared to the three and six months ended September 30, 2020 primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions. Additionally, the Company increased its valuation allowances by $2.9 million and $2.3 million for the six months ended September 30, 2021 and 2020, respectively.
Valuation allowances are presented as reductions to the Company’s deferred tax assets. The Company evaluates its 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, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses.
The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively.
Note 9 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME
Share Repurchases.
On September 16, 2020, the Board authorized a stock repurchase plan providing for the repurchase of up to $75.0 million of the Company's common stock. Repurchases under the program may be made in the open market, including pursuant to a Rule 10b5-1 plan, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice.
During the three months ended September 30, 2021, the Company repurchased 547,596 shares of common stock in open market transactions for gross consideration of $14.9 million, at an average cost per share of $27.24. During the six months ended September 30, 2021, the Company repurchased 1,480,804 shares of common stock for gross consideration of $40.0 million, which is an average cost per share of $27.02. After these repurchases, $25.0 million remained available of the authorized $75.0 million share repurchase program.

18

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
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 common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Income (loss):
Net income (loss) attributable to Bristow Group Inc.
$ 2,775  $ (27,861) $ (11,422) $ 43,616 
Less: PIK dividends (1)
—  —  —  (12,039)
Plus: Deemed contribution from conversion of preferred stock
—  —  —  144,986 
Income (loss) available to common stockholders – basic $ 2,775  $ (27,861) $ (11,422) $ 176,563 
Add: PIK dividends —  —  —  12,039 
Less: Changes in fair value of preferred stock derivative liability —  —  —  (15,416)
Income (loss) available to common stockholders – diluted $ 2,775  $ (27,861) $ (11,422) $ 173,186 
Shares:
Weighted average number of common shares outstanding – basic
28,233,527  29,357,959  28,844,633  20,230,285 
Net effect of dilutive preferred stock —  —  —  13,801,372 
Effect of dilutive stock options and restricted stock 451,133  —  —  — 
Weighted average number of common shares outstanding – diluted(2)
28,684,660  29,357,959  28,844,633  34,031,657 
Earnings (losses) per common share - basic $ 0.10  $ (0.95) $ (0.40) $ 8.73 
Earnings (losses) per common share - diluted $ 0.10  $ (0.95) $ (0.40) $ 5.09 
___________________________
(1)See Note 6 and discussion below for further details on PIK dividends and changes in fair value of preferred stock derivative liability.
(2)Excludes weighted average common shares of 1,143,686 and 1,280,592 for the three months ended September 30, 2021 and 2020, respectively, and 1,656,651 and 1,267,315 for the six months ended September 30, 2021 and 2020, for certain share awards as the effect of their inclusion would have been antidilutive.
Stockholders’ Investment, Old Bristow Common Stock and Old Bristow Preferred Stock
In connection with the Merger, the Old Bristow preferred stock was converted into Old Bristow common stock, and then all Old Bristow common stock was subsequently converted into the Company’s common stock.
As Old Bristow’s preferred stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow preferred stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of its Emergence from Voluntary Reorganization under Chapter 11, the “Effective Date”. This amount was reduced by the fair value of the bifurcated derivative liability of $470.3 million as of the Effective Date, resulting in an initial value of $148.6 million. The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings, because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative.
Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described
19

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock.
The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger.
Accumulated Other Comprehensive Income (Loss)
The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands):
  Currency Translation Adjustments
Pension Liability Adjustments (1)
Unrealized gain (loss) on cash flow hedges (2)
Total
Balance as of March 31, 2021 $ 32,646  $ (37,965) $ (1,596) $ (6,915)
Other comprehensive income (loss) before reclassification
(13,537) —  2,551  (10,986)
Net current period other comprehensive income (loss)
(13,537) —  2,551  (10,986)
Foreign exchange rate impact
(873) 873  —  — 
Balance as of September 30, 2021 $ 18,236  $ (37,092) $ 955  $ (17,901)
__________________________
(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.
(2)Reclassification of amounts related to cash flow hedges were included as direct costs.
Note 10 — SEGMENT INFORMATION
The Company conducts business in one segment: aviation services. The aviation services operations include four regions as follows: Europe, Africa, the Americas and Asia Pacific. The Europe region comprises all of the Company’s operations and affiliates in Europe, including Norway and the U.K. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria. The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia and Southeast Asia.
The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands):
Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Region revenue from external customers:
Europe $ 167,099  $ 164,920  $ 341,413  $ 331,913 
Africa 18,601  23,056  35,874  54,778 
Americas 95,427  95,361  181,765  154,475 
Asia Pacific 20,100  21,112  42,181  33,370 
Corporate and other 357  191  953  297 
Total region revenue (1)
$ 301,584  $ 304,640  $ 602,186  $ 574,833 
_________________________________________________ 
(1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands):
20

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Three Months Ended September 30, Six Months Ended September 30,
2021 2020 2021 2020
Revenues not from contracts with customers:
Europe $ 1,162  $ 348  $ 1,539  $ 690 
Americas(1)
4,368  9,964  11,907  20,333 
Asia Pacific 86  83  174  157 
Total region revenue $ 5,616  $ 10,395  $ 13,620  $ 21,180 
_________________________________________________ 
(1) Includes revenues of approximately $0.9 million and $2.3 million from our unconsolidated affiliate in Canada, Cougar Helicopters Inc. (“Cougar”), previously included in Corporate and other for the three and six months ended September 30, 2020, respectively.
Three Months Ended September 30, Six Months Ended September 30,
  2021 2020 2021 2020
Earnings (losses) from unconsolidated affiliates, net – equity method investments:
Americas 964  1,948  (553) (30)
Total losses from unconsolidated affiliates, net – equity method investments $ 964  $ 1,948  $ (553) $ (30)
Consolidated operating income (loss):
Europe $ 13,484  $ 19,614  $ 36,516  $ 46,926 
Africa (3,493) (13,790) (14,972) (8,941)
Americas 21,723  16,188  33,955  3,186 
Asia Pacific (1,539) 4,535  (1,757) 3,007 
Corporate and other (17,862) (40,729) (54,159) (77,761)
Gain on disposal of assets 162  (8,473) 661  (2,951)
Total consolidated operating loss $ 12,475  $ (22,655) $ 244  $ (36,534)
Depreciation and amortization:
Europe $ 8,225  $ 8,080  $ 18,169  $ 16,292 
Africa 1,300  1,284  3,976  2,601 
Americas 3,748  5,098  9,500  8,053 
Asia Pacific 1,881  2,048  3,829  4,054 
Corporate and other 2,490  2,027  5,365  3,893 
Total depreciation and amortization $ 17,644  $ 18,537  $ 40,839  $ 34,893 

21

BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
September 30, 2021 March 31, 2021
Identifiable assets:
Europe $ 966,733  $ 1,026,042 
Africa 136,674  179,445 
Americas 544,706  579,169 
Asia Pacific 55,387  102,169 
Corporate and other 157,737  105,445 
Total identifiable assets
$ 1,861,236  $ 1,992,270 
Investments in unconsolidated affiliates – equity method:
Europe $ 26  $ 679 
Americas 3,120  3,851 
Total investments in unconsolidated affiliates – equity method $ 3,146  $ 4,530 
22

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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2021. In the discussion that follows, the terms “Current Quarter” and “Prior Year Quarter” refer to the three months ended September 30, 2021 and 2020, 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, 2022, is referred to as “fiscal year 2022.”
Unless the context otherwise indicates, in this MD&A: (i) the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with its subsidiaries; (ii) “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries; and (iii) “Era” refers to Era Group Inc. (currently known as Bristow Group Inc.), the parent of the Combined Company and its subsidiaries prior to consummation of the Merger.
Forward-Looking Statements
This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 customers, competitors, vendors and regulators: and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”, “would”, “could”, “should” or other similar words; however, all statements in this 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 significant 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:
•public health crises, such as pandemics (COVID-19) and epidemics, and any related government policies and actions;
•expected cost synergies and other financial or other benefits of the Merger might not be realized within the expected time frames, might be less than projected or may not be realized at all;
•the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow;
•managing a significantly larger company than before the completion of the Merger;
•diversion of management time on issues related to integration of the Company;
•the increase in indebtedness as a result of the Merger;
•operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected;
•our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation;
•the possibility that we may be unable to maintain compliance with covenants in our financing agreements;
•global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (OPEC) and other producing countries;
•fluctuations in the demand for our services;
23

•the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates;
•our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure;
•the possibility of significant changes in foreign exchange rates and controls, including as a result of the U.K. having exited from the European Union (“E.U.”) (“Brexit”);
•the impact of continued uncertainty surrounding the affects Brexit will have on the British, EU and global economies and demand for oil and natural gas;
•potential effects of increased competition and the introduction of energy efficient alternative modes of transportation and solutions;
•the risk of future material weaknesses we may identify while we work to align policies, principles, and practices of the combined company following the Merger or any other failure by us to maintain effective internal controls;
•the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
•the possibility of changes in tax and other laws and regulations and policies, including, without limitation, actions of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.;
•the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;
•general economic conditions, including the capital and credit markets;
•the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;
•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 our search and rescue (“SAR”) contract terms with the UK government, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and
•our reliance on a limited number of helicopter manufacturers and suppliers capabilities.
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. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report. The forward-looking statements in this Quarterly Report should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K and under the heading “Risk Factors” and Part II Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.
We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.
24

Executive Overview
Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. We primarily provide aviation services to a broad base of major integrated, national and independent energy companies. We also provide commercial search and rescue (“SAR”) services in multiple countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, we offer fixed wing transportation and other aviation related solutions. Our oil and gas customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations.
Our core business of providing aviation services to leading global energy companies and public and private sector SAR services provides us with geographic and customer diversity which helps mitigate risks associated with a single market or customer. We currently have customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K and the United States (“U.S.”).
Certain of our operations are subject to seasonal factors. For example, operations in the U.S. Gulf of Mexico are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease. See “Markets, Segment and Seasonality” in Item 1 of our Annual Report on Form 10-K for further discussion on seasonality.
COVID-19
The COVID-19 pandemic has resulted in a global crisis beginning in 2020, with many countries placing restrictions on national and international travel and instituting other measures, including, among other things, reducing or eliminating public gatherings by placing limits on such events, shuttering non-essential stores and services, encouraging voluntary quarantines and imposing involuntary quarantines, in an effort to reduce and slow the spread of COVID-19. The COVID-19 pandemic has had a significant influence on economic activity and global supply chains and likely will continue to have a significant impact on the global economy in the near-to-medium-term, which in turn can cause volatility in global markets, generally, and in oil and natural gas prices, more specifically. While demand and oil and natural gas prices have largely recovered, demand is still not back to pre-pandemic levels. There continues to be uncertainty and unpredictability around the extent to which COVID-19 may adversely affect demand for our services. The speed and extent of this recovery will be influenced by whether and at what pace the COVID-19 restrictions that have reduced economic activity and depressed demand globally are eased.
During the first quarter of fiscal year 2021, the availability of vaccines around the world improved and business activity increased. Nevertheless, some countries face a resurgence of the virus and its variants that could impact logistics and materials movement and pose a risk to our business. We continue to take precautionary measures to reduce the risk of exposure to and spread of the COVID-19 virus in our operations through screening, testing and, when appropriate, quarantining personnel upon arrival to our facilities.
Lines of Service
Beginning in fiscal year 2022, the revenues by line of service tables have been modified to more accurately reflect how management views the Company’s lines of service. These changes include the addition of a government services line of service which includes revenues from U.K. SAR, BSEE, and other government contracts. In addition, our other activities and services (“other” services) will now reflect revenues derived from leasing aircraft to non-governmental third party operators, oil and gas contracts that do not materially fit into one of the three major oil and gas operating regions and other services as they arise. As such, operating revenues from Asia Pacific oil and gas services are now shown under other services following the exit of that line of service in the Asia Pacific region. Prior period amounts will not match the previously reported amounts by individual lines of service. Management believes this change provides more relevant information needed to understand and analyze the Company’s current lines of service.
25

Oil and Gas. The offshore oil and gas market is highly cyclical with demand highly correlated to the price of oil and gas, which tends to fluctuate depending on many factors, including global economic activity, levels of inventory and overall demand. In addition to the price of oil and gas, the availability of acreage and local tax incentives or disincentives and requirements for maintaining interests in leases affect activity levels in the oil and gas industry. Price levels for oil and gas by themselves can cause additional fluctuations by inducing changes in consumer behavior. The three main regions where we offer oil and gas transportation services are Europe, the Americas and Africa.
Government Services. Since 2015, we have been providing SAR services in the U.K. on behalf of the MCA. Additionally, we provide aviation services to various government agencies, globally.
Fixed Wing Services. Our fixed wing services are currently operating in Australia and Nigeria, providing regular passenger transport (scheduled airline service with individual ticket sales) and charter services.
Other Activities and Services. In order to diversify sources of our earnings and cash flow, we deploy a number of helicopters in support of other industries and activities, one of which includes entering into lease arrangements for our helicopters with operators primarily located in international markets such as Chile, Colombia, India, Mexico and Spain. The helicopters are contracted to non-governmental local helicopter operators, which often prefer to lease helicopters rather than purchase them. Leasing affords us the opportunity to access new markets without significant infrastructure investment and generally without ongoing operating risk, as well as countries where we are not eligible to own and control our own operating certificate. Revenues derived from oil and gas services outside of our three major operating regions and other aviation services not included in the three lines of service noted above are also reflected here.
26

Fleet Information
As of September 30, 2021, the aircraft in our fleet were as follows:
  Number of Aircraft
  Operating Aircraft      
Type Owned
Aircraft 		Leased
Aircraft 		Aircraft
Held For Sale 		Total Aircraft Maximum
Passenger
Capacity
Average Age (years)(1)
Heavy Helicopters:
S-92 36  23  —  59  19  12 
S-92 U.K. SAR 3  7  —  10  19  7 
H225 —  —  2  2  19  11 
AW189 6  1  —  7  16  6 
AW189 U.K. SAR
11  —  —  11  16  5 
56  31  2  89 
Medium Helicopters:
AW139 52  6  —  58  12  10 
S-76 C+/C++ 17  —  —  17  12  14 
S-76D 8  —  —  8  12  7 
B212 2  —  —  2  12  40 
79  6  —  85 
Light—Twin Engine Helicopters:
AW109 4  —  —  4  7  14 
EC135 10  —  —  10  6  13 
14  —  —  14 
Light—Single Engine Helicopters:
AS350 17  —  —  17  4  24 
AW119 13  —  —  13  7  15 
30  —  —  30 
Total Helicopters 179  37  2  218  13 
Fixed wing 7  7  —  14 
UAV —  2  —  2 
Total Fleet 186  46  2  234 
______________________
(1)Reflects the average age of helicopters that are owned.



27

The chart below presents the number of aircraft in our fleet and their distribution among the regions as of September 30, 2021, the number of helicopters we had on order as of September 30, 2021, and the percentage of operating revenue each of our regions provided during the Current Quarter.
  Percentage
of Current
Quarter
Operating
Revenue 		Helicopters UAV Fixed
Wing 		 
  Heavy Medium Light Twin Light Single
Total (1)
Europe 55  % 61  12  —  4  2  —  79 
Americas 32  % 22  57  14  26  —  —  119 
Asia Pacific 7  % —  2  —  —  —  11  13 
Africa 6  % 6  14  —  —  —  3  23 
Total 100  % 89  85  14  30  2  14  234 
Aircraft not currently in fleet:
On order 3  —  5  —  —  —  8 
_____________ 
(1)Includes 46 leased aircraft as follows:
  Helicopters UAV Fixed Wing  
  Heavy Medium Light Twin Light Single Total
Europe 25  1  —  —  2  —  28 
Americas 4  2  —  —  —  —  6 
Asia Pacific —  2  —  —  —  5  7 
Africa 2  1  —  —  —  2  5 
Total 31  6  —  —  2  7  46 



28

Results of Operations
Management believes the comparison of the most recently completed quarter to the immediately preceding quarter provides more relevant information needed to understand and analyze the business. As such, pursuant to Item 303(c)(2)(ii) of Regulation S-K, we have elected to discuss any material changes in our results of operations by including a comparison of our most recently completed fiscal quarter to the immediately preceding fiscal quarter (the “Preceding Quarter”).
The following table presents our operating results and other statement of operations information for the three months ended September 30, 2021 and the three months ended June 30, 2021 (in thousands, except percentages):

  Three Months Ended Favorable
(Unfavorable)
  September 30, 2021 June 30,
 2021
Revenues:
Operating revenues $ 290,120  $ 288,351  $ 1,769  0.6  %
Reimbursable revenues 11,464  12,251  (787) (6.4) %
Total revenues 301,584  300,602  982  0.3  %
Costs and expenses:
Operating expenses
Personnel 77,310  74,969  (2,341) (3.1) %
Repairs and maintenance 62,659  60,465  (2,194) (3.6) %
Insurance 7,501  5,367  (2,134) (39.8) %
Fuel 17,082  16,665  (417) (2.5) %
Leased-in equipment 26,198  26,852  654  2.4  %
Other 28,018  30,185  2,167  7.2  %
Total operating expenses 218,768  214,503  (4,265) (2.0) %
Reimbursable expenses 11,188  12,114  926  7.6  %
General and administrative 38,970  37,483  (1,487) (4.0) %
Merger-related costs 647  1,735  1,088  62.7  %
Restructuring costs 117  851  734  86.3  %
Depreciation and amortization 17,644  23,195  5,551  23.9  %
Total costs and expenses 287,334  289,881  2,547  0.9  %
Loss on impairment (2,901) (21,934) 19,033  nm
Gain on disposal of assets 162  499  (337) (67.5) %
Earnings (losses) from unconsolidated affiliates, net 964  (1,517) 2,481  nm
Operating income (loss) 12,475  (12,231) 24,706  nm
Interest income 42  66  (24) (36.4) %
Interest expense (10,426) (10,624) 198  1.9  %
Loss on extinguishment of debt (124) —  (124) nm
Reorganization items, net (103) (446) 343  76.9  %
Loss on sale of subsidiaries —  (2,002) 2,002  nm
Other, net 15,330  6,184  9,146  nm
Total other income (expense), net 4,719  (6,822) 11,541  nm
Income (loss) before benefit for income taxes 17,194  (19,053) 36,247  nm
Income tax benefit (expense) (14,484) 4,842  (19,326) nm
Net income (loss) 2,710  (14,211) 16,921  nm
Net loss attributable to noncontrolling interests 65  14  51  nm
Net income (loss) attributable to Bristow Group Inc. $ 2,775  $ (14,197) $ 16,972  nm
29

Revenues by Service Line. The table below sets forth the operating revenues earned by service line for the applicable periods (in thousands):
Three Months Ended Favorable
(Unfavorable)
September 30, 2021 June 30,
 2021
Oil and gas services:
Europe $ 93,420  $ 99,901  $ (6,481) (6.5) %
Americas 84,207  75,192  9,015  12.0  %
Africa 16,054  14,692  1,362  9.3  %
Total oil and gas services 193,681  189,785  3,896  2.1  %
Government services 69,742  70,443  (701) (1.0) %
Fixed wing services 23,501  24,556  (1,055) (4.3) %
Other services 3,196  3,567  (371) (10.4) %
$ 290,120  $ 288,351  $ 1,769  0.6  %
Operating Revenues. Operating revenues were $1.8 million higher in the three months ended September 30, 2021 (the “Current Quarter”) compared to the three months ended June 30, 2021 (the “Preceding Quarter”).

Operating revenues from oil and gas services were $3.9 million higher in the Current Quarter.
Operating revenues from oil and gas services in the Americas were $9.0 million higher in the Current Quarter primarily due to higher utilization, partially offset by lower cash receipts from Cougar Helicopters Inc. (“Cougar”).

Operating revenues from oil and gas services in Africa were $1.4 million higher primarily due to increased utilization.

Operating revenues from oil and gas services in the Europe region were $6.5 million lower in the Current Quarter primarily due to the end of customer contracts and the weakening of the Norwegian krone relative to the U.S. dollar.

Operating revenues from government services were $0.7 million lower in the Current Quarter primarily due to the weakening of the British pound sterling relative to the U.S. dollar.

Operating revenues from fixed wing services were $1.1 million lower in the Current Quarter primarily due to the weakening of the Australian dollar relative to the U.S. dollar.

Operating revenues from other services were $0.4 million lower in the Current Quarter.
Operating Expenses. Operating expenses were $4.3 million higher in the Current Quarter. Personnel costs were $2.3 million higher primarily due to increased costs related to the timing of vacation accruals and labor union-related payments in Norway. Repairs and maintenance costs were $2.2 million higher primarily due to the timing of repairs. Insurance costs were $2.1 million higher primarily due to insurance deductibles related to Hurricane Ida. Fuel costs were $0.4 million higher due to increased flight hours and fuel prices. These increases were partially offset by lower other operating costs of $2.8 million in the Current Quarter primarily due to lower costs in fixed wing services and lower freight costs.
General and Administrative. General and administrative expenses were $1.5 million higher in the Current Quarter primarily due to insurance costs and increased professional services fees.

Merger-related costs. Merger-related costs, which primarily consist of professional services fees and severance costs, were $0.6 million in the Current Quarter compared to $1.7 million in the Preceding Quarter.
Restructuring costs. Restructuring costs, which primarily consist of severance costs, were $0.1 million in the Current Quarter compared to $0.9 million in the Preceding Quarter.

30

Depreciation and Amortization expenses. Depreciation and amortization expenses were $5.6 million lower in the Current Quarter primarily due to the addition of existing assets to the depreciation and amortization calculation in the Preceding Quarter.

Loss on Impairment. During the Current Quarter, the Company recognized a $2.9 million loss on the impairment of H225 helicopter parts inventory. In the Preceding Quarter, the Company recognized a loss on impairment of $21.9 million, consisting of $16.0 million related to Petroleum Air Services (“PAS”), an unconsolidated affiliate in Egypt, and $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values.

Gain (Loss) on Disposal of Assets. During the Current Quarter, the Company sold four S-76C++ medium helicopters and two AW109 light-twin helicopters, resulting in a net gain of $0.2 million. In the Preceding Quarter, the Company sold two S-76D medium helicopters, one B212 medium helicopter and other equipment, resulting in gains of $0.5 million.

Earnings (losses) from Unconsolidated Affiliates. During the Current Quarter, the Company recognized earnings of $1.0 million from unconsolidated affiliates compared to losses of $1.5 million in the Preceding Quarter.
Operating Income (Loss). Operating income as a percentage of operating revenues was 4.3% in the Current Quarter compared to operating loss as a percentage of operating revenues of (4.2)% in the Preceding Quarter. Operating loss in the Preceding Quarter was primarily due to losses on impairment and higher depreciation expense.
Loss on Sale of Subsidiary. During the Preceding Quarter, the Company recognized a $2.0 million loss on the sale of its subsidiary in Colombia.
Other Income (Expense), net. Other income, net of $15.3 million in the Current Quarter primarily related to a bankruptcy-related legal settlement of $9.0 million, government grants to fixed wing services of $2.7 million, net foreign exchange gains of $2.2 million, insurance proceeds of $0.6 million, and a favorable interest adjustment to the Company’s pension liability of $0.6 million. Other income, net of $6.2 million in the Preceding Quarter primarily related to insurance proceeds of $3.7 million, government grants to fixed wing services of $2.7 million and a favorable interest adjustment to the Company’s pension liability of $0.7 million, partially offset by a contingency reserve of $0.6 million and net foreign exchange losses of $0.4 million.
  Current Quarter Preceding Quarter Favorable
(Unfavorable)
Foreign currency gains (losses) $ 2,243  $ (386) $ 2,629 
Pension-related costs 634  665  (31)
Other 12,453  5,905  6,548 
Other income (expense), net $ 15,330  $ 6,184  $ 9,146 
Income Tax Benefit (Expense). Income tax expense was $14.5 million in the Current Quarter compared to a benefit of $4.8 million in the Preceding Quarter. The income tax expense in the Current Quarter was primarily due to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses, deductible business interest expense and the tax impact of the bankruptcy-related legal settlement.
31

The following table presents our operating results and other statement of operations information for the six months ended September 30, 2021 and 2020 (in thousands, except percentages):
  Six Months Ended September 30, Favorable
(Unfavorable)
  2021 2020
Revenues:
Operating revenues $ 578,471  $ 557,230  $ 21,241  3.8  %
Reimbursable revenues 23,715  17,603  6,112  34.7  %
Total revenues 602,186  574,833  27,353  4.8  %
Costs and expenses:
Operating expenses
Personnel 152,279  151,096  (1,183) (0.8) %
Repairs and maintenance 123,124  108,237  (14,887) (13.8) %
Insurance 12,868  11,064  (1,804) (16.3) %
Fuel 33,747  19,720  (14,027) (71.1) %
Leased-in equipment 53,050  60,580  7,530  12.4  %
Other 58,203  55,140  (3,063) (5.6) %
Total operating expenses 433,271  405,837  (27,434) (6.8) %
Reimbursable expenses 23,302  17,567  (5,735) (32.6) %
General and administrative 76,453  75,007  (1,446) (1.9) %
Merger-related costs 2,382  21,917  19,535  89.1  %
Restructuring costs 968  16,336  15,368  94.1  %
Depreciation and amortization 40,839  34,893  (5,946) (17.0) %
Total costs and expenses 577,215  571,557  (5,658) (1.0) %
Loss on impairment (24,835) (36,829) 11,994  32.6  %
Gain (loss) on disposal of assets 661  (2,951) 3,612  nm
Losses from unconsolidated affiliates, net (553) (30) (523) nm
Operating income (loss) 244  (36,534) 36,778  nm
Interest income 108  696  (588) nm
Interest expense (21,050) (25,949) 4,899  18.9  %
Loss on extinguishment of debt (124) (615) 491  nm
Reorganization items, net (549) —  (549) nm
Loss on sale of subsidiaries (2,002) —  (2,002) nm
Change in fair value of preferred stock derivative liability
—  15,416  (15,416) nm
Bargain purchase gain —  81,093  (81,093) nm
Other, net 21,514  14,593  6,921  47.4  %
Total other income (expense), net (2,103) 85,234  (87,337) nm
Income before benefit (provision) for income taxes (1,859) 48,700  (50,559) nm
Income tax expense (9,642) (5,288) (4,354) (82.3) %
Net income (loss) (11,501) 43,412  (54,913) nm
Net loss attributable to noncontrolling interests 79  204  (125) (61.3) %
Net income (loss) attributable to Bristow Group Inc. $ (11,422) $ 43,616  $ (55,038) nm
32

Revenues by Service Line. The table below sets forth the operating revenues earned by service line for the applicable periods (in thousands):
Six Months Ended September 30, Favorable
(Unfavorable)
2021 2020
Oil and gas services:
Europe $ 193,320  $ 203,383  $ (10,063) (4.9) %
Americas 159,399  141,749  17,650  12.5  %
Africa 30,746  51,253  (20,507) (40.0) %
Total oil and gas services 383,465  396,385  (12,920) (3.3) %
Government services(1)
140,184  120,233  19,951  16.6  %
Fixed wing services 48,057  31,781  16,276  51.2  %
Other services(2)
6,765  8,831  (2,066) (23.4) %
$ 578,471  $ 557,230  $ 21,241  3.8  %
_________________________ 
(1)Includes revenues of approximately $10.6 million related to government services that were previously included in the oil and gas and other service lines for the six months ended September 30, 2020.
(2)Includes Asia Pacific and certain Europe revenues of approximately $6.6 million that were previously included in the oil and gas service line for the six months ended September 30, 2020.
Current Six Months compared to Prior Year Six Months
Operating Revenues. Operating revenues were $21.2 million higher in the six months ended September 30, 2021 (the “Current Period”) compared to the six months ended September 30, 2020 (the “Prior Year Period”).
Operating revenues from oil and gas services were $12.9 million lower in the Current Period.
Operating revenues from oil and gas services in Africa were $20.5 million lower primarily due to the end of customer contracts and lower utilization.

Operating revenues from oil and gas services in the Europe region were $10.1 million lower in the Current Period. Revenues in the U.K. decreased $16.5 million primarily due to the end of customer contracts, partially offset by the strengthening of the British pound sterling relative to the U.S. dollar. Revenues in Norway increased $6.4 million primarily due to the strengthening of the Norwegian krone relative to the U.S. dollar.

Operating revenues from oil and gas services in the Americas were $17.7 million higher in the Current Period primarily due to the benefit of the Merger and higher utilization, partially offset by lower revenues from Cougar.

Operating revenues from government services were $20.0 million higher in the Current Period primarily due to the benefit of the Merger, the strengthening of the British pound sterling relative to the U.S. dollar and an increase in flight hours.

Operating revenues from fixed wing services were $16.3 million higher in the Current Period primarily due to higher utilization.

Operating revenues from other services were $2.1 million lower primarily due to the end of oil and gas services in Australia, partially offset by the benefit of the Merger.

Operating Expenses. Operating expenses were $27.4 million higher in the Current Period. Repairs and maintenance costs were $14.9 million higher primarily due to the impact of the Merger, higher flight hours and the timing of repairs. Fuel expense was $14.0 million higher primarily due to increased flight hours and a higher average fuel price. Other operating costs were $3.1 million higher primarily due to increased activity and the impact of Merger. Insurance costs were $1.8 million higher primarily due to insurance deductibles related to Hurricane Ida. Personnel costs were $1.2 million higher primarily due to the
33

absence of certain government grants to fixed wing services, partially offset by a reduction in headcount. These increases were partially offset by lower lease costs of $7.5 million primarily due to aircraft lease returns since the Prior Year Period.

General and Administrative. General and administrative expenses were $1.4 million higher in the Current Period primarily due to the absence of certain government grants to fixed wing services and higher insurance costs.

Merger-related costs. Merger-related costs, which primarily consist of professional services fees and severance costs, were $2.4 million in the Current Period compared to $21.9 million in the Prior Year Period.

Restructuring costs. Restructuring costs were $1.0 million in the Current Period compared to $16.3 million in the Prior Year Period.

Depreciation and Amortization. Depreciation and amortization expenses were $5.9 million higher primarily due to the addition of existing assets to the depreciation and amortization calculation in the Current Period.

Loss on Impairment. During the Current Period, the Company recognized losses on impairment of $24.8 million, consisting of $16.0 million related to PAS, $5.9 million in connection with certain helicopters held for sale to reflect the helicopters at expected sales values, and a $2.9 million loss on the impairment of H225 helicopter parts inventory. During the Prior Year Period, the Company recognized a loss on the impairment of its investment in Líder of $18.7 million, a loss on impairment of $12.4 million related to the write down of inventory that was sold with helicopters, a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets and a separate inventory impairment of $0.5 million.

Gain (loss) on Disposal of Assets. During the Current Period, the Company sold two S-76D medium helicopters, four S-76C++ medium helicopters, one B212 medium helicopter, two AW109 light-twin helicopters and other equipment, resulting in a net gain of $0.7 million. During the Prior Year Period, the Company sold eleven H225 heavy helicopters, nine S-76C++ medium helicopters and twelve B407 single engine helicopters and other equipment, resulting in losses of $3.0 million.

Losses from Unconsolidated Affiliates, net. During the Current Period, the Company recognized losses of $0.6 million from its equity method investments compared to losses of less than $0.1 million in the Prior Year Period.

Operating Income (Loss). Operating income as a percentage of operating revenues was less than 0.1% in the Current Period compared to operating loss as a percentage of operating revenues of (6.6)% in the Prior Year Period. Operating loss in the Prior Year Period was primarily due to losses on impairment, merger-related costs, restructuring costs, and the loss on disposal of assets.

Interest Expense. Interest expense was $4.9 million lower in the Current Period primarily due to lower debt balances.

Loss on sale of Subsidiaries. During the Current Period, the Company recognized a loss of $2.0 million on the sale of its subsidiary in Colombia.

Change in Fair Value of Preferred Stock Derivative. During the Prior Year Period, Old Bristow recognized a $15.4 million gain on the change in fair value of preferred stock derivative liability.

Gain on Bargain Purchase. During the Prior Year Period, the Company recognized a bargain purchase gain of $81.1 million related to the Merger.
34

Other Income (Expense), net. Other income, net was $21.5 million in the Current Period compared to $14.6 million in the Prior Year Period. Other income in the Current Period primarily related to a bankruptcy-related legal settlement of $9.0 million, government grants to fixed wing services of $5.4 million, insurance proceeds of $4.4 million, net foreign exchange gains of $1.9 million, and a favorable interest adjustment to the Company’s pension liability of $1.3 million, partially offset by an additional reserve of $0.6 million related to a legal case that was settled in the Current Period. Other income, net in the Prior Year Period was primarily due to net foreign exchange gains of $8.3 million, government grants to fixed wing services of $4.2 million, and a favorable interest adjustment to the Company’s pension liability of $1.8 million.
  Six Months Ended September 30, Favorable
(Unfavorable)
  2021 2020
Foreign currency gains $ 1,859  $ 8,309  $ (6,450)
Pension-related costs 1,298  1,799  (501)
Other 18,357  4,486  13,871 
Other income (expense), net $ 21,514  $ 14,594  $ 6,920 
Income Tax Benefit (Expense). Income tax expense was $9.6 million in the Current Period compared to $5.3 million in the Prior Year Period. The income tax expense in the Current Quarter was primarily due to changes in the blend of earnings, the tax impact of valuation allowances on the Company’s net operating losses, deductible business interest expense and the tax impact of the bankruptcy-related legal settlement.
Liquidity and Capital Resources
General
Our ongoing liquidity requirements arise primarily from working capital needs, meeting our capital commitments (including the purchase of helicopters and other equipment) and the repayment of debt obligations. In addition, we may use our liquidity to fund acquisitions, repay debt, repurchase shares or debt securities or make other investments. Our primary sources of liquidity are cash balances and cash flows from operations, borrowings under our ABL and, from time to time, we may obtain additional liquidity through the issuance of equity, or debt or other financing options or through asset sales.
Summary of Cash Flows
Six Months Ended September 30,
2021 2020
  (in thousands)
Cash flows provided by or (used in):
Operating activities $ 73,194  $ 34,991 
Investing activities (4,348) 168,441 
Financing activities (55,769) (96,604)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (4,676) (1,756)
Net increase in cash, cash equivalents and restricted cash $ 8,401  $ 105,072 
Operating Activities
Cash flows provided by operating activities were $73.2 million during the six months ended September 30, 2021 (“Current Year”) compared to $35.0 million during the six months ended September 30, 2020 (“Prior Year”). Operating income before depreciation, impairment charges and losses on asset dispositions, net was $27.6 million higher in the Current Year compared to the Prior Year primarily due to lower Merger-related and restructuring costs.
During the Current Year, changes in working capital used cash flows of $1.9 million primarily due to a decrease in payables and other accrued liabilities. During the Prior Year, changes in working capital used cash flows of $14.7 million primarily due to an increase in inventory and other assets.
Cash paid for interest expense and income taxes was $16.4 million and $8.5 million, respectively, in the Current Year compared to $14.5 million and $7.7 million, respectively, in the Prior Year.
35

Investing Activities
During the Current Year, net cash used in investing activities was $4.3 million primarily as follows:
•Capital expenditures of $17.3 million, and
•Cash transferred in the sale of a subsidiary of $0.9 million, partially offset by
•Proceeds of $13.8 million from the sale or disposal of aircraft and other equipment.
During the Prior Year, net cash provided by investing activities was $168.4 million primarily as follows:
•Increase in cash from the Merger of $120.2 million,
•Proceeds of $52.1 million from the sale or disposal of aircraft and other equipment, and
•Non-refundable deposits on assets held for sale of $3.4 million, partially offset by
•Capital expenditures of $7.4 million.
Financing Activities
During the Current Year, net cash used in financing activities was $55.8 million primarily as follows:
•Share repurchases of $40.6 million,
•Net repayments of debt and redemption premiums of $12.5 million, and
•Payment on debt issuance costs of $2.7 million.
During the Prior Year, net cash used in financing activities was $96.6 million primarily as follows:
•Net repayments of debt and redemption premiums of $85.4 million, and
•Share repurchases of $11.2 million.
Short and Long-Term Liquidity Requirements
We anticipate that we will generate positive cash flows from operating activities and that these cash flows will be adequate to meet our working capital requirements. To support our capital expenditure program and/or other liquidity requirements, we may use any combination of operating cash flow, cash balances, borrowings under our ABL, proceeds from sales of assets, issue debt or equity, or other financing options.
Our availability of long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for working capital, debt service, capital expenditures and a reasonable return on investment. While demand and oil and natural gas prices have largely recovered, demand is still not back to pre-pandemic levels. There continues to be uncertainty and unpredictability around the extent to which COVID-19 may impact adversely affect demand for our services, which in turn could affect our business and liquidity. As of September 30, 2021, we had $237.0 million of unrestricted cash and $50.6 million of remaining availability under our amended asset-backed revolving credit facility (the “ABL Facility”) for total liquidity of $287.6 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.
As of September 30, 2021, approximately 78% of our total cash balance was held outside the U.S. and is 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 taxes. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.
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 the Company’s ability to attract capital on satisfactory terms.
36

Debt Obligations
Our principal debt balance as of September 30, 2021 was $531.8 million primarily comprised of the 6.875% Senior Notes due in March 2028 and two tranches of the Lombard Debt due December 29, 2023 and January 30, 2024, respectively.
Currently, we believe we are able to meet the maintenance and other covenants in our debt instruments.
Lease Obligations
We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in our operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. As of September 30, 2021, aggregate future payments under all non-cancelable operating leases that have initial terms in excess of one year were as follows (in thousands):
Aircraft Other Total
Fiscal year ending March 31,
2022(1)
37,966  7,129  $ 45,095 
2023 60,589  11,821  72,410 
2024 46,357  9,612  55,969 
2025 28,370  7,580  35,950 
2026 2,170  6,588  8,758 
Thereafter —  20,791  20,791 
$ 175,452  $ 63,521  $ 238,973 
____________________ 
(1)Reflects the amounts for the remaining six months of the fiscal year ending March 31, 2022.
During the three and six months ended September 30, 2021, we recognized $27.2 million and $54.7 million of operating lease expense, respectively. During the three and six months ended September 30, 2020, we recognized $31.2 million and $62.1 million of operating lease expense, respectively.
Cash paid for amounts included in the measurement of lease liabilities during the six months ended September 30, 2021 and 2020 was $47.4 million and $61.8 million, respectively.
From time to time we may, under favorable market conditions and when necessary, enter into opportunistic aircraft lease agreements in support of our global operations. The following table reflects the timing of our current contractual lease expirations by fiscal year and aircraft type. The timing and number of aircraft shown below do not factor in any potential renewals that management may consider to ensure sufficient availability to meet future demand and activity levels.
2022 2023 2024 2025 and Beyond
Aircraft type:
S-92 7 2 11 10
AW189 —  1 —  — 
AW139 3 1 2 — 
Fixed wing / UAV 2 6 1  — 
12  10  14  10 
Contractual Obligations and Commercial Commitments
We have various contractual obligations that are recorded as liabilities on our condensed consolidated balance sheet. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our condensed consolidated balance sheet such as certain minimum lease payments for the use of property and equipment under operating lease agreements we are contractually committed to make.
37

As of September 30, 2021, we had unfunded capital commitments of $85.4 million, consisting primarily of agreements to purchase helicopters, including three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2023 through 2025. Delivery dates for the AW169 helicopters have yet to be determined. These commitments are payable beginning in fiscal year 2022, and all of the commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability to us other than aggregate liquidated damages of $2.1 million. If we do not exercise our rights to cancel these capital commitments, we expect to finance the remaining acquisition costs for these helicopters through a combination of cash on hand, cash provided by operating activities, asset sales and financing options.
In addition, we had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal years 2024 through 2026.
Selected Financial Information on Guarantors of Securities
On February 25, 2021, Bristow Group Inc. (“the Parent”) issued its 6.875% Senior Notes due 2028 (the “Registered Notes”). The Registered Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Parent (collectively, the “Guarantors”). The Parent is a holding company with no significant assets other than the stock of its subsidiaries. In order to meet its financial needs and obligations, the Parent relies exclusively on income from dividends and other cash flow from such subsidiaries. The subsidiary guarantees provide that, in the event of a default on the Registered Notes, the holders of the Registered Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Parent.
None of the non-Guarantor subsidiaries of the Parent are under any direct obligation to pay or otherwise fund amounts due on the Registered Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. If such subsidiaries are unable to transfer funds to the Parent or Guarantors and sufficient cash or liquidity is not otherwise available, the Parent or Guarantors may not be able to make principal and interest payments on their outstanding debt, including the Registered Notes or the guarantees. We believe the following selected financial information of the Guarantors presents a sufficient financial position of Bristow Group Inc. to continue to fulfill its obligations under the requirements of the Registered Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (amounts shown in thousands).
September 30, 2021 March 31, 2021
Current assets $ 753,772  $ 798,189 
Non-current assets $ 1,801,774  $ 1,686,646 
Current liabilities $ 498,701  $ 224,078 
Non-current liabilities $ 895,040  $ 1,112,490 
Three Months Ended September 30, 2021 Six Months Ended September 30, 2021
Total revenues $ 111,038  $ 211,811 
Operating income (expense) $ 16,857  $ 11,918 
Net income (loss) $ 16,063  $ 9,857 
Net income (loss) attributable to Bristow Group $ 16,053  $ 9,813 
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” of the the Annual Report on Form 10-K for a discussion of our critical accounting estimates. There have been no material changes to our critical accounting policies and estimates provided since the Annual Report on Form 10-K.
For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1. Financial Statements, Note 1 of this Quarterly Report on Form 10-Q.
38

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. These risks arise 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.
For additional information about our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report on Form 10-K. Our exposure to market risk has not changed materially since March 31, 2021.
Item 4.    Controls and Procedures.
With the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management evaluated, with reasonable assurance, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2021.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the quarter ended September 30, 2021, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION 
Item 1.    Legal Proceedings
In the normal course of our business, we become involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining our potential exposure to these matters and has recorded reserves in our financial statements related thereto as appropriate. It is possible that a change in our estimates related to these exposures could occur, but we do not expect any such changes in estimated costs would have a material effect on our consolidated financial position or results of operations.
Item 1A. Risk Factors
For a detailed discussion of our risk factors, see “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
The following table presents information regarding our repurchases of shares of our Common Stock on a monthly basis during the three months ended September 30, 2021:
Total Number of Shares Repurchased(1)
Average Price Paid Per
Share 		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2021 - July 31, 2021 547,596  $ 27.24  547,596  $ 24,999,300 
August 1, 2021 - August 31, 2021 16,899  $ 26.54  —  $ 24,999,300 
September 1, 2021 - September 30, 2021 7  $ 34.24  —  $ 24,999,300 
___________________________
(1) Includes 16,906 shares purchased in connection with the surrender of shares by employees to satisfy certain tax withholding obligations. These repurchases are not a part of our publicly announced plan and do not affect our Board-approved share repurchase program.
Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
39

Not applicable.
Item 5.    Other Information
None.
Item 6.    Exhibits
The following exhibits are filed as part of this Quarterly Report:
Exhibit
Number 		Description of Exhibit
10.1*
10.2†*
10.3†*
10.4†*
10.5†*
10.6†
31.1**
31.2**
32.1**
32.2**
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.
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
† Compensatory Plan or Arrangement.
* Filed herewith.
** Furnished herewith.
 

40

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/ Jennifer D. Whalen
Jennifer D. Whalen
Senior Vice President and
Chief Financial Officer
 

DATE: November 3, 2021
41
L O N D O N 950716492 Dated September 2021 (1) BRISTOW GROUP INC. as Parent (2) THE ENTITIES LISTED IN SCHEDULE 1 PART 1 as Borrowers (3) THE ENTITIES LISTED IN SCHEDULE 1, PART 2 as Guarantors (4) THE ENTITIES LISTED IN SCHEDULE 1, PART 3 as Security Obligors (5) BARCLAYS BANK PLC as Agent (6) BARCLAYS BANK PLC as Security Agent DEED OF AMENDMENT AND CONFIRMATION relating to an ABL facilities agreement originally dated 17 April 2018 26

 
CONTENTS Clause Page 950716492 i 1. Definitions and interpretation ....................................................................................... 2 2. Amendment ................................................................................................................... 4 3. Confirmations ............................................................................................................... 6 4. Further assurance .......................................................................................................... 7 5. Representations ............................................................................................................. 7 6. Relationship with other Finance Documents ................................................................ 7 7. Miscellaneous ............................................................................................................... 8 8. Law and jurisdiction ..................................................................................................... 8 Schedule 1. Borrowers, Guarantors and Security Obligors .............................................................. 9 Part 1 Borrowers .......................................................................................................... 9 Part 2 Guarantors ......................................................................................................... 9 Part 3 Security Obligors .............................................................................................. 9

 
950716492 2 THIS DEED OF AMENDMENT AND CONFIRMATION is dated September 2021 and made between: (1) BRISTOW GROUP INC. (the "Parent"); (2) THE PERSONS LISTED IN SCHEDULE 1, PART 1 (The Borrowers) (the "Borrowers"); (3) THE PERSONS LISTED IN SCHEDULE 1, PART 2 (The Guarantors) (the "Guarantors"); (4) THE PERSONS LISTED IN SCHEDULE 1, PART 3 (The Security Obligors) (the "Security Obligors"); (5) BARCLAYS BANK PLC as agent of the other Finance Parties (the "Agent"); and (6) BARCLAYS BANK PLC as security trustee for the Secured Parties (the "Security Agent"). BACKGROUND: (A) Certain of the Borrowers and the Agent, amongst others, entered into a facilities agreement dated 17 April 2018 (as amended from time to time up to the date of this Deed, the "Agreement"). (B) The Parties have agreed to amend the Agreement to remove the right of the Borrowers to utilise any Revolving Facility Loans in sterling until such time as certain further amendments are made to the Agreement. (C) This Deed: (a) puts into effect such amendment to the Agreement, which has been agreed between the Parent, the Borrowers, the Guarantors and the Agent; (b) contains confirmations in relation to guarantees given by the Guarantors; (c) contains confirmations in relation to security interests granted by the Security Obligors; and (d) deals with related matters. THIS DEED WITNESSES that: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Deed: "Agreement" has the meaning given to it in Recital (A). 26

 
950716492 3 "Amended Agreement" means the Agreement as amended, or proposed to be amended pursuant to this Deed. "Effective Date" means the date of this Deed. "New Finance Documents" means this Deed and any other Finance Document entered into, or to be entered into, on or about the date of this Deed or otherwise in connection with the transactions contemplated by this Deed (including the amendment of the Agreement) and "New Finance Document" means any of them. "Obligor Party" means each Party which is an Obligor. "Parties" means the parties to this Deed. "Security Documents" means: (a) the English law security agreement dated 17 April 2018 made between (1) Bristow Helicopters Limited as the chargor and (2) the Security Agent; (b) the English law charge over bank accounts dated 17 April 2018 made between (1) Bristow Norway AS as the chargor and (2) the Security Agent; (c) the Norwegian law security agreement dated 17 April 2018 made between (1) Bristow Norway AS as the chargor and (2) the Security Agent; (d) the New York law security agreement dated 26 June 2020 made between (1) Bristow U.S. LLC as the grantor and (2) the Security Agent as the collateral agent; (e) the English law charge over receivables dated 26 June 2020 made between (1) Bristow U.S. LLC as the chargor and (2) the Security Agent; (f) the New York law security agreement dated 31 August 2020 made between (1) Era Helicopters, LLC as the grantor and (2) the Security Agent as the collateral agent; and (g) the English law charge over receivables dated 31 August 2020 made between (1) Era Helicopters, LLC as the chargor and (2) the Security Agent. 1.2 Terms defined in the Amended Agreement Terms defined in the Amended Agreement but not in this Deed shall have the same meaning in this Deed as in the Amended Agreement. 1.3 Construction Clause 1.2 (Construction) of the Amended Agreement (other than paragraph (n) thereof) shall apply as if set out in full again here, with such changes as are appropriate to fit this context.

 
950716492 4 2. AMENDMENT 2.1 Amendment (a) The Parent, the Borrowers, the Guarantors and the Agent agree that with effect from the Effective Date, the Agreement shall be amended as set out below: (i) a new definition of "2021 LIBOR Amendment Agreement" shall be inserted before the definition of "ABR" in Clause 1.1 (Definitions): ""2021 LIBOR Amendment Agreement" means the deed of amendment and confirmation designated as such by the Agent and the Parent and made between, Bristow Group Inc., Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC, Era Helicopters, LLC the Agent and the Security Agent in respect of this Agreement;"; (ii) the word "Agent" in the defined term "Agent Spot Rate of Exchange" shall be changed to "Agent's"; (iii) the definition of "Agreed Currency" shall be deleted and replaced with the following: ""Agreed Currency" means (i) from the Fourth Amendment Date until the LIBOR Amendment Date, each of euro and Norwegian Kroner and (ii) on and after the LIBOR Amendment Date, each of sterling, euro and Norwegian Kroner, provided that, for the purposes of Clause 6 (Utilisation – Letter of Credit) only, "Agreed Currency" shall mean each of sterling, euro and Norwegian Kroner at all times;"; (iv) a new definition of "Fourth Amendment Date" shall be inserted after the definition of "Foreign Base Rate Loan" in Clause 1.1 (Definitions): ""Fourth Amendment Date" has the meaning given to the term "Effective Date" in the 2021 LIBOR Amendment Agreement;"; (v) a new definition of "LIBOR Amendment Date" shall be inserted after the definition of "LIBOR" in Clause 1.1 (Definitions): ""LIBOR Amendment Date" means the date on which the Parties have implemented changes to this Agreement to replace LIBOR as a basis for Loans denominated in sterling;"; (vi) the definition of "Revolving Facility" shall be deleted and replaced with the following: ""Revolving Facility" means the revolving credit facilities made available under this Agreement as described in Clause 2.1(a) (The Facilities)";

 
950716492 5 (vii) paragraph (b) of the definition of "Rollover Loan" shall be deleted and replaced with the following: "the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan or the relevant claim (or, from the Fourth Amendment Date until the LIBOR Amendment Date in the case of a claim denominated in sterling, the expected amount in US dollars needed to meet such claim in accordance with this Agreement), in respect of that Letter of Credit as of the date of the relevant Utilisation Request before giving effect to any prepayments on such date"; (viii) paragraph (c) of the definition of "Rollover Loan" shall be deleted and replaced with the following: "in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 9.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit, provided that from the Fourth Amendment Date until the LIBOR Amendment Date, a Rollover Loan to meet a claim denominated in sterling may be drawn in US dollars and utilised to pay such claim in accordance with the terms of Clause 7.2 (Claims under a Letter of Credit);"; (ix) Clause 5.3(a) (Currency and amount) shall be deleted and replaced with the following: "(a) (i) The currency specified in a Utilisation Request must be the Base Currency Amount or an Agreed Currency (provided that loans denominated in Norwegian Kroner will not be available to the US Borrowers). (ii) From the Fourth Amendment Date until the LIBOR Amendment Date LIBOR Rate Loans may be denominated in euro or US dollars, NIBOR Rate Loans must be denominated in Norwegian Kroner, ABR Rate Loans must be denominated in US dollars, and Foreign Base Rate Loans may be denominated in euro or Norwegian Kroner. (iii) On and after the LIBOR Amendment Date LIBOR Rate Loans may be denominated in sterling, euro or US dollars, NIBOR Rate Loans must be denominated in Norwegian Kroner, ABR Rate Loans must be denominated in US dollars, and Foreign Base Rate Loans may be denominated in sterling, euro or Norwegian Kroner.";

 
950716492 6 (viii) the following wording shall be added at the end of Clause 7.2 (Claims under a Letter of Credit): "Subject to compliance with the other terms and provisions of this Agreement relating to Revolving Facility Loans, a Borrower may utilise a Revolving Facility Loan to pay such amount to the Agent, provided that from the Fourth Amendment Date until the LIBOR Amendment Date, such Borrower may utilise a Revolving Facility Loan denominated in US dollars to pay the amount of any claim denominated in sterling (a "Sterling Claim Loan"). To the extent that a Borrower utilises a Sterling Claim Loan for such purposes, the Agent shall convert the proceeds of such Sterling Claim Loan from US dollars to sterling at the Agent's Spot Rate of Exchange (or such other rate as may have been agreed for such purpose by the Agent and the Parent as Obligors’ Agent or the relevant Borrower) and apply such converted amount towards the amount of such claim."; and (ix) Clause 7.6(a) (Regulation and consequences of cash cover provided by Borrower) shall be deleted and replaced with the following: "Any cash cover provided by a Borrower pursuant to Clause 7.4 or Clause 7.5 may be funded out of a Revolving Facility Loan, provided that from the Fourth Amendment Date until the LIBOR Amendment Date, such Borrower may utilise a Revolving Facility Loan denominated in US dollars to fund cash cover required to be denominated in sterling (a "Sterling Cash Cover Loan"). To the extent that a Borrower utilises a Sterling Cash Cover Loan for such purposes, the Agent shall convert the proceeds of such Sterling Cash Cover Loan from dollars to sterling at the Agent's Spot Rate of Exchange (or such other rate as may have been agreed for such purpose by the Agent and the Parent as Obligors’ Agent or the relevant Borrower) and apply such converted amount towards the amount of cash cover.". 2.2 Consents The Agent confirms that the consent of the all Lenders has been obtained for the amendment of the Agreement effected by Clause 2.1, as required by Clause 42 (Amendments and waivers) of the Agreement. 3. CONFIRMATIONS 3.1 Guarantee confirmations Each of the Guarantors: (a) consents to the amendment of the Agreement effected by Clause 2 (Amendment); (b) confirms for the benefit of the Finance Parties that:

 
950716492 7 (i) its obligations as a Guarantor under Clause 23 (Guarantee and indemnity) of the Agreement (the "Guaranteed Obligations") are not discharged or (except as set out in Clause 3.1(b)(ii)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly continue in full force and effect; and (ii) the Guaranteed Obligations shall after the Effective Date extend to the obligations of each Obligor under the Amended Agreement and under any other Finance Documents, including the New Finance Documents. 3.2 Security Interest confirmations Each of the Security Obligors: (a) consents to the amendment of the Agreement effected by Clause 2 (Amendment); and (b) confirms to the Security Agent for the benefit of the Secured Parties that: (i) its obligations under, and the Security Interests granted by it in and pursuant to, the Security Document(s) to which it is a party are not discharged or (except as set out in Clause 3.2(b)(ii)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly remain in full force and effect; and (ii) the Secured Obligations, including for the purposes of the Security Documents, shall after the Effective Date, extend to the obligations of each Obligor under the Amended Agreement and under any other Finance Documents, including the New Finance Documents. 4. FURTHER ASSURANCE Each Guarantor and Security Obligor shall at the request of the Agent or the Security Agent and at its own expense promptly execute (in such form as the Agent or Security Agent may reasonably require) and do any document, act or thing which the Agent or Security Agent, acting reasonably, considers necessary or appropriate to preserve, perfect, protect or give effect to the consents, confirmations and undertakings provided for in this Deed. 5. REPRESENTATIONS Each Obligor Party makes the Repeating Representations on the date of this Deed. 6. RELATIONSHIP WITH OTHER FINANCE DOCUMENTS 6.1 Status This Deed is designated by the Agent and the Parent (in its capacity as the Obligors' Agent) as the 2021 LIBOR Amendment Agreement and as a Finance Document for the purposes of the Amended Agreement.

 
950716492 8 6.2 Continuing effect Except to the extent of the amendments effected by Clause 2 (Amendment) the Agreement shall continue in full force and effect. 6.3 No waiver This Deed is not to be construed as waiving any right or remedy of any Finance Party. The Agent, on behalf of each Finance Party, reserves any other rights and remedies which any Finance Party may have from time to time under any Finance Document. 7. MISCELLANEOUS The provisions of Clauses 1.4 (Third Party Rights), 38 (Notices), 40 (Partial invalidity), 41 (Remedies and waivers) and 49 (Counterparts) of the Amended Agreement shall apply to this Deed as if set out in full again here, with such changes as are appropriate to fit this context. 8. LAW AND JURISDICTION 8.1 Governing law This Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law. 8.2 Jurisdiction (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a "Dispute"). (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. (c) This Clause 8.2 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions. EXECUTION: The Parties have shown their acceptance of the terms of this Deed by executing it at the end of the Schedule.

 
950716492 9 SCHEDULE 1 BORROWERS, GUARANTORS AND SECURITY OBLIGORS Part 1 Borrowers Name of Borrower Registration number (or equivalent), jurisdiction of incorporation and registered office (or equivalent) Bristow Norway AS 967827363; Norway Bristow Helicopters Limited 00551102; England and Wales Bristow U.S. LLC 34574920K, Louisiana Era Helicopters, LLC 3866981, Delaware Part 2 Guarantors Name of Guarantor Registration number (or equivalent), jurisdiction of incorporation and registered office (or equivalent) Bristow Group Inc. 3036451; Delaware Bristow Norway AS 967827363; Norway Bristow Helicopters Limited 00551102; England and Wales Bristow U.S. LLC 34574920K, Louisiana Era Helicopters, LLC 3866981, Delaware Part 3 Security Obligors Name of Security Obligor Registration number (or equivalent), jurisdiction of incorporation and registered office (or equivalent) Bristow Norway AS 967827363; Norway Bristow Helicopters Limited 00551102; England and Wales Bristow U.S. LLC 34574920K, Louisiana

 
950716492 10 Era Helicopters, LLC 3866981, Delaware

 
[Signature page to Deed of Amendment and Confirmation] 950716492 EXECUTION of Deed of Amendment and Confirmation Parent ) ) ) ) EXECUTED as a deed by Joseph Pitzinger, Authorised Signatory, duly authorised for and on behalf of BRISTOW GROUP INC. in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: JUSTIN D. MOGFORD 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 /s/ Joseph Pitzinger /s/ Justin D. Mogford

 
[Signature page to Deed of Amendment and Confirmation] 950716492 Borrowers EXECUTED as a deed by Alan Corbett, Authorised Signatory, duly authorised for and on behalf of BRISTOW NORWAY AS: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Alan Corbett /s/ Christopher MacFarlane CHRISTOPHER MACFARLANE Bristow, Dyce Avenue, Dyce, Aberdeen AB21 OLQ

 
[Signature page to Deed of Amendment and Confirmation] 950716492 EXECUTED as a deed by Alan Corbett, Authorised Signatory, duly authorised for and on behalf of BRISTOW HELICOPTERS LIMITED: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Alan Corbett /s/ Christopher MacFarlane CHRISTOPHER MACFARLANE Bristow, Dyce Avenue, Dyce, Aberdeen AB21 OLQ

 
[Signature page to Deed of Amendment and Confirmation] 950716492 ) ) ) ) EXECUTED as a deed by Joseph Pitzinger, Authorised Signatory, duly authorised for and on behalf of BRISTOW U.S. LLC in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: JUSTIN D. MOGFORD 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 /s/ Joseph Pitzinger /s/ Justin D. Mogford

 
[Signature page to Deed of Amendment and Confirmation] 950716492 ) ) ) ) EXECUTED as a deed by Justin D. Mogford, Authorised Signatory, duly authorised for and on behalf of ERA HELICOPTERS, LLC in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 LISA NEWBURN /s/ Justin D. Mogford /s/ Lisa Newburn

 
[Signature page to Deed of Amendment and Confirmation] 950716492 Guarantors EXECUTED as a deed by Joseph Pitzinger, Authorised Signatory, duly authorised for and on behalf of BRISTOW GROUP INC. ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: JUSTIN D. MOGFORD 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 /s/ Joseph Pitzinger /s/ Justin D. Mogford

 
[Signature page to Deed of Amendment and Confirmation] 950716492 EXECUTED as a deed by Alan Corbett, Authorised Signatory, duly authorised for and on behalf of BRISTOW NORWAY AS: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Alan Corbett /s/ Christopher MacFarlane CHRISTOPHER MACFARLANE Bristow, Dyce Avenue, Dyce, Aberdeen AB21 OLQ

 
[Signature page to Deed of Amendment and Confirmation] 950716492 EXECUTED as a deed by Alan Corbett, Authorised Signatory, duly authorised for and on behalf of BRISTOW HELICOPTERS LIMITED: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Alan Corbett /s/ Christopher MacFarlane CHRISTOPHER MACFARLANE Bristow, Dyce Avenue, Dyce, Aberdeen AB21 OLQ

 
[Signature page to Deed of Amendment and Confirmation] 950716492 ) ) ) ) EXECUTED as a deed by Joseph Pitzinger, Authorised Signatory, duly authorised for and on behalf of BRISTOW U.S. LLC in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: JUSTIN D. MOGFORD 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 /s/ Joseph Pitzinger /s/ Justin D. Mogford

 
[Signature page to Deed of Amendment and Confirmation] 950716492 ) ) ) ) EXECUTED as a deed by Justin D. Mogford, Authorised Signatory, duly authorised for and on behalf of ERA HELICOPTERS, LLC in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 LISA NEWBURN /s/ Justin D. Mogford /s/ Lisa Newburn

 
[Signature page to Deed of Amendment and Confirmation] 950716492 Security Obligors EXECUTED as a deed by Alan Corbett, Authorised Signatory, duly authorised for and on behalf of BRISTOW NORWAY AS: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Alan Corbett /s/ Christopher MacFarlane CHRISTOPHER MACFARLANE Bristow, Dyce Avenue, Dyce, Aberdeen AB21 OLQ

 
[Signature page to Deed of Amendment and Confirmation] 950716492 EXECUTED as a deed by Alan Corbett, Authorised Signatory, duly authorised for and on behalf of BRISTOW HELICOPTERS LIMITED: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Alan Corbett /s/ Christopher MacFarlane CHRISTOPHER MACFARLANE Bristow, Dyce Avenue, Dyce, Aberdeen AB21 OLQ

 
[Signature page to Deed of Amendment and Confirmation] 950716492 ) ) ) ) EXECUTED as a deed by Joseph Pitzinger, Authorised Signatory duly authorised for and on behalf of BRISTOW U.S. LLC in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: JUSTIN D. MOGFORD 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 /s/ Joseph Pitzinger /s/ Justin D. Mogford

 
[Signature page to Deed of Amendment and Confirmation] 950716492 ) ) ) ) EXECUTED as a deed by Justin D. Mogford, Authorised Signatory duly authorised for and on behalf of ERA HELICOPTERS, LLC in the presence of: Witness's signature: Witness's name (in capitals): Witness's address: 3151 Briarpark Drive, Suite 700 Houston, Texas 77042 LISA NEWBURN /s/ Justin D. Mogford /s/ Lisa Newburn

 
[Signature page to Deed of Amendment and Confirmation] 950716492 Agent EXECUTED as a deed by Joseph Jordan, Managing Director, duly authorised for and on behalf of BARCLAYS BANK PLC in the presence of: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Joseph Jordan /s/ Kristin Jordan KRISTIN JORDAN 19 Renshaw Road Darien, CT 06820

 
[Signature page to Deed of Amendment and Confirmation] 950716492 Security Agent EXECUTED as a deed by Joseph Jordan, Managing Director, duly authorised for and on behalf of BARCLAYS BANK PLC in the presence of: ) ) ) ) Witness's signature: Witness's name (in capitals): Witness's address: /s/ Joseph Jordan /s/ Kristin Jordan KRISTIN JORDAN 19 Renshaw Road Darien, CT 06820

 
Exhibit 10.2 FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT AGREEMENT PURSUANT TO THE BRISTOW GROUP INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), dated as of August 3, 2021 (the “Date of Grant”), between Bristow Group Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). RECITALS: WHEREAS, on August 3, 2021, the stockholders of the Company approved the Bristow Group Inc. 2021 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and WHEREAS, the Board and the Committee have determined that it would be in the best interests of the Company and its stockholders to issue and grant to the Participant pursuant to the Plan, and the Participant desires to accept, restricted stock units (“Restricted Stock Units” or “RSUs”) covering shares of the Company’s common stock (“Common Stock”), upon the terms and subject to the conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. Grant of Restricted Stock Units; Dividend Equivalents. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant [•] Restricted Stock Units. Except as otherwise provided herein including, without limitation, the provisions of Paragraph 3 hereof, the Participant is hereby granted a Dividend Equivalent (as defined in the Plan) with respect to each Restricted Stock Unit, provided, however, that, prior to the record date for any dividend, the Committee shall determine, in its sole discretion, whether (i) the Participant shall immediately receive the dividend with respect to a Dividend Equivalent on the payment date, notwithstanding the vesting date of the corresponding Restricted Stock Unit as set forth in Paragraph 2 below or (ii) the amount of the dividend otherwise payable on the Dividend Equivalent shall be held in escrow from and after the dividend payment date until the corresponding Restricted Stock Unit vests, at which time the amount of the dividend shall be paid to the Participant. 2. Vesting. (a) Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest as to 100% of the Restricted Stock on August 3, 2022, subject to the Participant’s continued service on such date (the “Vesting Date”). Notwithstanding the foregoing, the Restricted Stock Units shall vest immediately, without any action on the part of the Company (or its successor as applicable) or the Participant if, prior to a Forfeiture (as defined below) by the Participant, any of the following events occur (and the date of such event will be the Vesting Date): (i) the death of the Participant;

 
(ii) the Participant becomes Disabled (as defined below); or (iii) the occurrence of a Change in Control (as defined below). (b) As used in this Agreement: “Disabled” shall mean that by reason of injury or illness (including mental illness) the Participant shall be unable to perform his or her director duties for 90 consecutive days or 120 days in a 12-month period. 3. Forfeiture. Except as set forth in Paragraph 2(a) hereof, upon termination of the Participant’s service as a director of the Company, any unvested Restricted Stock Units and unvested Dividend Equivalents shall not vest and shall immediately thereupon be forfeited by the Participant to the Company without any consideration therefor (a “Forfeiture”). 4. Issuance of Common Stock. Within 30 days following the Vesting Date (but no later than March 15 of the year following the year of vesting), the Company shall, subject to any required tax withholding as provided in the Plan, issue to the Participant one share of Common Stock (in certificate or electronic form) in settlement of such vested Restricted Stock Unit, together with any vested dividends, if applicable, and such Restricted Stock Unit and corresponding Dividend Equivalent shall be cancelled. For clarity, the Participant shall have no rights as a stockholder of the Company, no dividend rights (except with respect to Dividend Equivalents) and no voting rights, with respect to the Restricted Stock Units or any shares underlying or issuable in respect of such Restricted Stock Units until such shares are actually issued to and held of record by the Participant. 5. Transferability. The Participant shall not transfer or assign the Restricted Stock Units or Dividend Equivalents except as permitted in accordance with Article XI of the Plan. 6. Adjustment. The Restricted Stock Units and Dividend Equivalents may be adjusted by the Committee in accordance with Article XI of the Plan. 7. Notices. Any notice required or permitted hereunder shall be deemed given only when delivered personally or when deposited in a United States Post Office as certified mail, postage prepaid, addressed, as appropriate, if to the Participant, at such address as the Company shall maintain for the Participant in its personnel records or such other address as he or she may designate in writing to the Company, and if to the Company, at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, Attention: General Counsel or such other address as the Company may designate in writing to the Participant. 8. Entire Agreement. This Agreement and the Plan contain the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements, discussions and understandings (whether oral or written and whether express or implied) with respect to such subject matter. If there is any inconsistency between the terms of the Plan and the terms of this Agreement, the Plan’s terms shall supersede and replace the conflicting term of this Agreement. 9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

 
10. Tenure. The Participant’s right, if any, to continue to serve as a director of the Company or any of its subsidiaries shall not be enlarged or otherwise affected by the award hereunder or his or her designation as a participant under the Plan. 11. Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Participant, his executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. 12. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws. 13. Amendment and Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 15. Construction. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail; provided, however, that in the case of any conflict or ambiguity pertaining to a Change in Control, this Agreement will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant. 16. Compliance with Section 409A. The compensation payable to the Participant pursuant to this Agreement is intended to be exempt from or compliant with Section 409A of the Code, and this Agreement and the Plan shall be administered and construed to the fullest extent possible to reflect and implement such intent. 17. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line or voice activated system established and maintained by the Company or a third party vendor designated by the Company. [Signature Page Follows]

 
IN WITNESS WHEREOF, the Company has executed this Agreement on the date and year first above written. Bristow Group Inc. [•] The undersigned hereby accepts, and agrees to, all terms and provisions of this Agreement as of the date and year first above written. [•]

 
Exhibit 10.3 RESTRICTED STOCK UNIT GRANT NOTICE under the BRISTOW GROUP INC. 2021 EQUITY INCENTIVE PLAN Pursuant to the terms and conditions of the Bristow Group Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Bristow Group Inc, a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of time-vested restricted stock units in respect of Common Stock (the “Restricted Stock Units” or “RSUs”) set forth below. This award of Restricted Stock Units (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. Participant: [●] Grant Date: [●] Number of RSUs: [●] By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator regarding any questions or determinations that arise under the Agreement, the Plan, or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts, or by electronic acceptance or authentication in a form authorized by the Company), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. BRISTOW GROUP INC. PARTICIPANT By: ________________________________ _______________________________ [●] [●]

 
Exhibit A 1 BRISTOW GROUP INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between the Company and the Participant as of the Grant Date set forth in the Grant Notice to which this Agreement is attached. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. 1. Grant of Restricted Stock Units. (a) General. The Company hereby grants to the Participant the number of Restricted Stock Units set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan. The Restricted Stock Units do not confer on the Participant any rights of a stockholder of the Company unless and until shares of Common Stock are issued to the Participant in connection with the vesting and settlement of Restricted Stock Units. (b) Dividend Equivalent Rights. In addition, the Participant is hereby granted a right to a Dividend Equivalent (as defined in the Plan) (such right a “Dividend Equivalent Right”) with respect to each Restricted Stock Unit. To the extent that any dividends are paid or distributed with respect to the Common Stock during the period from the Grant Date to the vesting date of the corresponding Restricted Stock Unit as set forth in Paragraph 2 below, the Participant shall be entitled to a payment equal to the value of any such dividends on the number of Restricted Stock Units that become vested under this Award, which amount, if any, shall be paid at the same time shares of Common Stock are delivered to the Participant (or the Participant’s estate in the event of death) in settlement of vested Restricted Stock Units under this Award. Unless otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion, in the case of any stock dividend paid by the Company, the Company will settle vested Dividend Equivalent Rights in cash in lieu of shares, with such amount of cash determined based on the Fair Market Value of the Common Stock as of the applicable dividend date. 2. Vesting. (a) Vesting. Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest in the amounts (rounded to the nearest whole share, not to exceed the total number of shares set forth in the Grant Notice) and on the dates (each, a “Vesting Date”) set forth in the table below, subject to the Participant’s continued employment as of such date, as follows: Vesting Date RSUs Vested (% of total) Number of RSUs Vested [●] [●] [●] [●] [●] [●] [●] [●] [●]

 
2 (b) Vesting Due to Retirement. If the Participant’s employment with the Company and its Subsidiaries terminates due to Retirement (as defined below) prior to Forfeiture (as defined below), then the Participant will vest in the outstanding Restricted Stock Units, and the date of the Participant’s termination of employment due to Retirement will be deemed to be the Vesting Date. For purposes of this Award, “Retirement” means the Participant’s formal retirement from employment with the Company under acceptable circumstances as determined by the Committee in its sole discretion (which determination may be conditioned upon, among other things, the Participant entering into a non-competition agreement with the Company). (c) Vesting Due to Death or Disability. If the Participant’s employment with the Company and its Subsidiaries terminates due to death or Disability prior to Forfeiture then, as of the Participant’s termination date, the Participant will vest in the outstanding Restricted Stock Units, and the date of the Participant’s death or final determination of Disability will be deemed to be the Vesting Date. For purposes of this Award, “Disability” means that the Participant is unable to perform full-time employment duties for 90 consecutive days or 120 days in a 12-month period by reason of injury or illness (including mental illness). (d) Vesting Due to Termination Without Cause or Good Reason. (i) General. If the Participant’s employment is involuntarily terminated by the Company or a Subsidiary for any reason other than Cause (as defined below) or if the Participant terminates employment for Good Reason (as defined below), in either case prior to Forfeiture, then subject to the terms of this paragraph, the Participant will vest in the outstanding Restricted Stock Units (if any) determined by multiplying (i) the number of Restricted Stock Units outstanding for each vesting tranche as of the Participant’s termination date, and (ii) a fraction (not to exceed 1.0), the numerator of which is the number of days that elapsed between the Grant Date and the date of the Participant’s termination of employment and the denominator of which is the total number of days in the period between the Grant Date and the applicable Vesting Date for such tranche. Such accelerated vesting will be contingent on the Participant’s execution of the Company’s standard form of release of claims no later than the 60th day following the Participant’s termination date (or such earlier deadline provided in the form of release). The Participant’s termination date will be deemed to be the Vesting Date. (ii) Cause. For purposes of this Award, “Cause” means, if not otherwise defined in an employment agreement between the Participant and the Company or a Subsidiary (including its successor in effect as of the date of his or her termination): (A) fraud, embezzlement or gross insubordination on the part of the Participant or breach by the Participant of his or her obligations under any Company policy or procedure; (B) conviction of or the entry of a plea of nolo contendere by the Participant for any felony; (C) a material breach of, or the willful failure or refusal by the Participant to perform and discharge, his or her duties, responsibilities or obligations as an employee; or (D) any act of moral turpitude or willful misconduct by the Participant which (x) is intended to result in substantial personal enrichment of the Participant at the expense of the Company or any of its Subsidiaries or Affiliates or (y) has a material adverse impact on the business or reputation of the Company or any of its Subsidiaries or Affiliates.

 
3 (iii) Good Reason. “Good Reason” shall mean, in each case without the Participant’s consent: (A) a material diminution in the Participant’s base compensation, annual target bonus opportunity or annual long-term incentive award opportunity; (B) a material diminution in the Participant’s title, authority, duties or responsibilities; (C) a change in the geographic location from where the Participant performs his/her services for the Company, or its applicable Subsidiary or Affiliate, by more than 50 miles from the geographic location where the Participant performed his/her services for the Company, or its applicable Subsidiary or Affiliate, as of the date immediately prior to the Change in Control; or (D) a material breach by the Company, any Subsidiary or any Affiliate of any material written agreement between the Participant and the Company or such Subsidiary or Affiliate. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. (e) Vesting due to Change in Control. In the event of a Change in Control (as defined in the Plan) prior to Forfeiture, the Participant will fully vest in any outstanding Restricted Stock Units. 3. Forfeiture. Except as provided in Paragraph 2 above, upon termination of the Participant’s employment with the Company, any outstanding unvested Restricted Stock Units and unvested Dividend Equivalent Rights shall not vest and shall immediately thereupon be forfeited by the Participant to the Company without any consideration therefor, and any outstanding Restricted Stock Units and Dividend Equivalent Rights (whether vested or unvested) shall terminate and be of no further force or effect (a “Forfeiture”). 4. Book Entry Account. The Company shall establish (or shall instruct its transfer agent or stock plan administrator to establish) a book entry account representing the Target Number of Restricted Stock Units in the Participant’s name effective as of the Grant Date, provided, however, that the Company shall retain control of the Restricted Stock Units in such account until the Restricted Stock Units have become vested in accordance with this Award and shares of Common Stock have been issued, if any, in settlement of the Restricted Stock Units. 5. Issuance of Common Stock. Within 30 days following the Vesting Date (but no later than March 15 of the year following the year in which the Vesting Date occurs), the Company shall, subject to the withholding referred to in Section 7 hereof, issue to the Participant one share of Common Stock (in certificate or electronic form) in settlement of such vested Restricted Stock Unit, together with any vested dividends, if applicable, and such Restricted Stock Unit and corresponding Dividend Equivalent Right shall be cancelled. For clarity, the Participant shall have no rights as a stockholder of the Company, no dividend rights (except with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Restricted Stock Units or any shares

 
4 underlying or issuable in respect of such Restricted Stock Units until such shares are actually issued to and held of record by the Participant. 6. Transferability. The Participant shall not transfer or assign the Restricted Stock Units or Dividend Equivalent Rights except as permitted in accordance with Section 11.1 of the Plan. 7. Withholding. All payments or distributions of Common Stock or cash dividends or with respect thereto shall be net of any amounts required to be withheld pursuant to applicable federal, national, state and local tax withholding requirements. The Company may require the Participant to remit to it an amount sufficient to satisfy such tax withholding requirements prior to delivery of any certificates for such Common Stock or with respect thereto. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company or its Affiliates to the Participant as the Company shall determine. The Company may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the Participant to pay all or a portion of the withholding taxes arising in connection with the Common Stock or any payments or distributions with respect thereto by electing to have the Company withhold Common Stock having a Fair Market Value equal to the amount to be withheld, provided that such withholding shall only be at rates permitted by applicable statutes or regulations, which may include the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to comply with applicable law). Notwithstanding the foregoing, if any Restricted Stock Units vest during a trading blackout period (including in connection with a termination of the Participant’s employment), the Participant’s applicable tax withholding obligation(s) with respect to such vested Restricted Stock Units shall be satisfied by the Company withholding Common Stock having a Fair Market Value equal to the amount to be withheld and determined in the manner provided above. 8. Restrictive Covenants. (a) The Participant acknowledges that the Participant is in possession of and has access to confidential information of the Company and its Subsidiaries, including material relating to the business, products and services of the Company and its Subsidiaries, and that he or she will continue to have such possession and access during employment by the Company and its Subsidiaries. The Participant also acknowledges that the business, products and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. (b) By accepting the Restricted Stock Units and Dividend Equivalent Rights, the Participant acknowledges and agrees that he or she is bound by the Applicable Restrictive Covenants. The “Applicable Restrictive Covenants” shall mean whichever of the following covenants apply to the Participant: (i) the restrictive covenants contained in Section 10 of the Bristow Group Inc. (f/k/a Era Group Inc.) Senior Executive Severance Plan adopted June 24, 2015, (ii) the restrictive covenants contained in the Participation Agreement between Bristow Holdings U.S. Inc., a Delaware corporation (f/k/a Bristow Group Inc.) (“Legacy Bristow”), and the Participant entered into in connection with the Participant’s designation as a participant under Legacy Bristow’s Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees effective as of October 31, 2019, or (iii) the restrictive

 
5 covenants to which Participant is a party that are contained in any severance plan or agreement The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Restricted Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Participant is not in compliance with the Applicable Restrictive Covenants. If the Participant chooses to violate the Applicable Restrictive Covenants, the Company shall be entitled to cancel all outstanding Restricted Stock Units and Dividend Equivalent Rights under this Agreement and receive from the Participant all shares of Common Stock previously issued and all cash dividends previously paid to the Participant under this Agreement, and if the Participant has sold, transferred or otherwise disposed of such Common Stock, the Participant shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Common Stock was issued, without regard to any taxes that may have been deducted from such amount. To the extent that the Company is required to seek enforcement of the provisions of this Section 8, the Company shall be entitled to an award of attorney fees should it prevail in any such action. 9. Adjustment. The Restricted Stock Units and Dividend Equivalent Rights may be adjusted by the Committee in accordance with Section 9.1 of the Plan. 10. Notices. Any notice required or permitted hereunder shall be deemed given only when delivered personally or when deposited in a United States Post Office as certified mail, postage prepaid, addressed, as appropriate, if to the Participant, at such address as the Company shall maintain for the Participant in its personnel records or such other address as he or she may designate in writing to the Company, and if to the Company, at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, Attention: General Counsel or such other address as the Company may designate in writing to the Participant. 11. Entire Agreement. This Agreement and the Plan contain the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements, discussions and understandings (whether oral or written and whether express or implied) with respect to such subject matter. 12. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 13. Tenure. The Participant’s right to continue to serve the Company or any of its subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by the award hereunder. 14. Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Participant, his executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. 15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws.

 
6 16. Amendment and Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 18. Construction. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail; provided, however, that in the case of any conflict or ambiguity pertaining to a Change in Control, this Agreement will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant. 19. Compliance with Section 409A. The compensation payable to the Participant pursuant to this Agreement is intended to be exempt from or compliant with Section 409A of the Code, and this Agreement and the Plan shall be administered and construed to the fullest extent possible to reflect and implement such intent. If the Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation §1.409A-1(h), and his or her vested Restricted Stock Units are “deferred compensation” payable or settled on account of a separation from service, then such vested Restricted Stock Units shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Section 409A of the Code. 20. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line or voice activated system established and maintained by the Company or a third party vendor designated by the Company.

 
Exhibit 10.4 PERFORMANCE STOCK UNIT GRANT NOTICE under the BRISTOW GROUP INC. 2021 EQUITY INCENTIVE PLAN (Relative TSR) Pursuant to the terms and conditions of the Bristow Group Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Bristow Group Inc, a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of performance-vested restricted stock units in respect of Common Stock (the “Performance Stock Units” or “PSUs”) set forth below. This award of Performance Stock Units (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. Participant: [●] Grant Date: [●] Target Number of PSUs: [●] Performance Period: [●] through [●] Performance Goal: Attachment I to the Agreement describes the manner in which the final number of Performance Stock Units that vest hereunder will be calculated, which shall be between 0% and 200% of the Target Number of Performance Stock Units and shall be based on the Company’s cumulative total stockholder return of the Common Stock as compared to the total stockholder return of the Comparison Group (as defined in Attachment I) (the “Performance Goal”). By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator regarding any questions or determinations that arise under the Agreement, the Plan, or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts, or by electronic acceptance or authentication in a form authorized by the Company), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. BRISTOW GROUP INC. PARTICIPANT By: ________________________________ _______________________________ [●] [●]

 
Exhibit A 1 BRISTOW GROUP INC. PERFORMANCE STOCK UNIT AGREEMENT THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between the Company and the Participant as of the Grant Date set forth in the Grant Notice to which this Agreement is attached. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. 1. Grant of Performance Stock Units. (a) General. The Company hereby grants to the Participant the target number of Performance Stock Units set forth in the Grant Notice (the “Target Number”) on the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan. The Performance Stock Units do not confer on the Participant any rights of a stockholder of the Company unless and until shares of Common Stock are issued to the Participant in connection with the vesting and settlement of Performance Stock Units. (b) Dividend Equivalent Rights. In addition, the Participant is hereby granted a right to a Dividend Equivalent (as defined in the Plan) (such right a “Dividend Equivalent Right”) with respect to each Performance Stock Unit. To the extent that any dividends are paid or distributed with respect to the Common Stock during the Performance Period, the Participant shall be entitled to a payment equal to the value of any such dividends on the number of Performance Stock Units that become vested under this Award, which amount, if any, shall be paid at the same time shares of Common Stock are delivered to the Participant (or the Participant’s estate in the event of death) in settlement of vested Performance Stock Units under this Award. Unless otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion, in the case of any stock dividend paid by the Company during the Performance Period, the Company will settle vested Dividend Equivalent Rights in cash in lieu of shares, with such amount of cash determined based on the Fair Market Value of the Common Stock as of the applicable dividend date. 2. Vesting. (a) Performance. After the close of the Performance Period, but in no event later than (60) days following the last day of the Performance Period, the Committee shall determine and certify the extent to which the Performance Goal has been achieved in accordance with Attachment I (such determination date, the “Vesting Date”). The Performance Stock Units will vest and become non-forfeitable on the Vesting Date in an amount determined (if any) based on the results of the Performance Goal, as certified by the Committee, provided that the Participant has been continuously employed by the Company or a Subsidiary of the Company at all times from the Grant Date through the Vesting Date. Any Performance Stock Units which do not vest shall be forfeited as of the Vesting Date. For the avoidance of doubt, if the Committee determines that the level of achievement of the Performance Goal does not meet the minimum threshold requirement specified in Attachment I, then all Performance Stock Units shall be forfeited. Except as provided in Section 2(b), Section 2(c) or Section 2(d) below, if the Participant does not remain continuously employed by the Company or a Subsidiary until the end of the Performance Period,

 
2 the Participant shall have no rights under this Award and all of the Performance Stock Units shall be forfeited as of his or her termination date. (b) Vesting Due to Retirement. If the Participant’s employment with the Company and its Subsidiaries terminates due to Retirement (as defined below) prior to the end of the Performance Period, then, on the Vesting Date, the Participant will vest in the Target Number of Performance Stock Units, and the date of the Participant’s termination of employment due to Retirement will be deemed to be the Vesting Date. For purposes of this Award, “Retirement” means the Participant’s formal retirement from employment with the Company under acceptable circumstances as determined by the Committee in its sole discretion (which determination may be conditioned upon, among other things, the Participant entering into a non-competition agreement with the Company). (c) Vesting Due to Death or Disability. If the Participant’s employment with the Company and its Subsidiaries terminates due to death or Disability prior to the end of the Performance Period, then, as of the Participant’s termination date, the Participant will vest in the Target Number of Performance Stock Units, and the date of the Participant’s death or final determination of Disability will be deemed to be the Vesting Date. For purposes of this Award, “Disability” means that the Participant is unable to perform full-time employment duties for 90 consecutive days or 120 days in a 12-month period by reason of injury or illness (including mental illness). (d) Vesting Due to Termination Without Cause or Good Reason. (i) General. If the Participant’s employment is involuntarily terminated by the Company or a Subsidiary for any reason other than Cause (as defined below) or if the Participant terminates employment for Good Reason (as defined below), in either case prior to the Vesting Date, then subject to the terms of this paragraph, the Participant will vest in the number of Performance Stock Units (if any) determined as follows: (A) for any such termination that occurs on or before June 1, 2022, then the first tranche equivalent to 33.33% of the Target Number of Performance Stock Units shall immediately vest, and (B) for any such termination that occurs after June 1, 2022, then a prorated amount of the Target Number of Performance Stock Units shall immediately vest, which prorated amount shall be calculated based on the portion of the Performance Period during which the Participant served as an employee of the Company. Such accelerated vesting will be contingent on the Participant’s execution of the Company’s standard form of release of claims no later than the 60th day following the Participant’s termination date (or such earlier deadline provided in the form of release). The Participant’s termination date will be deemed to be the Vesting Date. (ii) Cause. For purposes of this Award, “Cause” means, if not otherwise defined in an employment agreement between the Participant and the Company or a Subsidiary (including its successor in effect as of the date of his or her termination): (A) fraud, embezzlement or gross insubordination on the part of the Participant or breach by the Participant of his or her obligations under any Company policy or procedure; (B) conviction of or the entry of a plea of nolo contendere by the Participant for any felony; (C) a material breach of, or the willful failure or refusal by the Participant to perform and discharge, his or her duties, responsibilities or obligations as an employee; or (D) any act of moral turpitude or willful misconduct by the

 
3 Participant which (x) is intended to result in substantial personal enrichment of the Participant at the expense of the Company or any of its Subsidiaries or Affiliates or (y) has a material adverse impact on the business or reputation of the Company or any of its Subsidiaries or Affiliates. (iii) Good Reason. “Good Reason” shall mean, in each case without the Participant’s consent: (A) a material diminution in the Participant’s base compensation, annual target bonus opportunity or annual long-term incentive award opportunity; (B) a material diminution in the Participant’s title, authority, duties or responsibilities; (C) a change in the geographic location from where the Participant performs his/her services for the Company, or its applicable Subsidiary or Affiliate, by more than 50 miles from the geographic location where the Participant performed his/her services for the Company, or its applicable Subsidiary or Affiliate, as of the date immediately prior to the Change in Control; or (D) a material breach by the Company, any Subsidiary or any Affiliate of any material written agreement between the Participant and the Company or such Subsidiary or Affiliate. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. 3. Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the end of the Performance Period, the Performance Period shall be deemed to end on the date of the Change in Control, such date will be deemed to be the Vesting Date, and the Participant will vest in the Target Number of Performance Stock Units. 4. Book Entry Account. The Company shall establish (or shall instruct its transfer agent or stock plan administrator to establish) a book entry account representing the Target Number of Performance Stock Units in the Participant’s name effective as of the Grant Date, provided, however, that the Company shall retain control of the Performance Stock Units in such account until the Performance Stock Units have become vested in accordance with this Award and shares of Common Stock have been issued, if any, in settlement of the Performance Stock Units. 5. Issuance of Common Stock. Within 30 days following the Vesting Date (but no later than March 15 of the year following the year in which the Vesting Date occurs), the Company shall, subject to the withholding referred to in Section 7 hereof, issue to the Participant one share of Common Stock (in certificate or electronic form) in settlement of such vested Performance Stock Unit, together with any vested dividends, if applicable, and such Performance Stock Unit and corresponding Dividend Equivalent Right shall be cancelled. For clarity, the Participant shall have no rights as a stockholder of the Company, no dividend rights (except with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Performance Stock Units or any shares underlying or issuable in respect of such Performance Stock Units until such shares are actually issued to and held of record by the Participant.

 
4 6. Transferability. The Participant shall not transfer or assign the Performance Stock Units or Dividend Equivalent Rights except as permitted in accordance with Section 11.1 of the Plan. 7. Withholding. All payments or distributions of Common Stock or cash dividends or with respect thereto shall be net of any amounts required to be withheld pursuant to applicable federal, national, state and local tax withholding requirements. The Company may require the Participant to remit to it an amount sufficient to satisfy such tax withholding requirements prior to delivery of any certificates for such Common Stock or with respect thereto. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company or its Affiliates to the Participant as the Company shall determine. The Company may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the Participant to pay all or a portion of the withholding taxes arising in connection with the Common Stock or any payments or distributions with respect thereto by electing to have the Company withhold Common Stock having a Fair Market Value equal to the amount to be withheld, provided that such withholding shall only be at rates permitted by applicable statutes or regulations, which may include the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to comply with applicable law). Notwithstanding the foregoing, if any Performance Stock Units vest during a trading blackout period (including in connection with a termination of the Participant’s employment), the Participant’s applicable tax withholding obligation(s) with respect to such vested Performance Stock Units shall be satisfied by the Company withholding Common Stock having a Fair Market Value equal to the amount to be withheld and determined in the manner provided above. 8. Restrictive Covenants. (a) The Participant acknowledges that the Participant is in possession of and has access to confidential information of the Company and its Subsidiaries, including material relating to the business, products and services of the Company and its Subsidiaries, and that he or she will continue to have such possession and access during employment by the Company and its Subsidiaries. The Participant also acknowledges that the business, products and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. (b) By accepting the Performance Stock Units and Dividend Equivalent Rights, the Participant acknowledges and agrees that he or she is bound by the Applicable Restrictive Covenants. The “Applicable Restrictive Covenants” shall mean whichever of the following covenants apply to the Participant: (i) the restrictive covenants contained in Section 10 of the Bristow Group Inc. (f/k/a Era Group Inc.) Senior Executive Severance Plan adopted June 24, 2015, (ii) the restrictive covenants contained in the Participation Agreement between Bristow Holdings U.S. Inc., a Delaware corporation (f/k/a Bristow Group Inc.) (“Legacy Bristow”), and the Participant entered into in connection with the Participant’s designation as a participant under Legacy Bristow’s Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees effective as of October 31, 2019, or (iii) the restrictive covenants to which Participant is a party that are contained in any severance plan or agreement adopted after the Grant Date. The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Performance Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Participant

 
5 is not in compliance with the Applicable Restrictive Covenants. If the Participant chooses to violate the Applicable Restrictive Covenants, the Company shall be entitled to cancel all outstanding Performance Stock Units and Dividend Equivalent Rights under this Agreement and receive from the Participant all shares of Common Stock previously issued and all cash dividends previously paid to the Participant under this Agreement, and if the Participant has sold, transferred or otherwise disposed of such Common Stock, the Participant shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Common Stock was issued, without regard to any taxes that may have been deducted from such amount. To the extent that the Company is required to seek enforcement of the provisions of this Section 8, the Company shall be entitled to an award of attorney fees should it prevail in any such action. 9. Adjustment. The Performance Stock Units and Dividend Equivalent Rights may be adjusted by the Committee in accordance with Section 9.1 of the Plan. 10. Notices. Any notice required or permitted hereunder shall be deemed given only when delivered personally or when deposited in a United States Post Office as certified mail, postage prepaid, addressed, as appropriate, if to the Participant, at such address as the Company shall maintain for the Participant in its personnel records or such other address as he or she may designate in writing to the Company, and if to the Company, at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, Attention: General Counsel or such other address as the Company may designate in writing to the Participant. 11. Entire Agreement. This Agreement and the Plan contain the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements, discussions and understandings (whether oral or written and whether express or implied) with respect to such subject matter. 12. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 13. Tenure. The Participant’s right to continue to serve the Company or any of its subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by the award hereunder. 14. Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Participant, his executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. 15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws. 16. Amendment and Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.

 
6 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 18. Construction. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail; provided, however, that in the case of any conflict or ambiguity pertaining to a Change in Control, this Agreement will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant. 19. Compliance with Section 409A. The compensation payable to the Participant pursuant to this Agreement is intended to be exempt from or compliant with Section 409A of the Code, and this Agreement and the Plan shall be administered and construed to the fullest extent possible to reflect and implement such intent. If the Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation §1.409A-1(h), and his or her vested Performance Stock Units are “deferred compensation” payable or settled on account of a separation from service, then such vested Performance Stock Units shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Section 409A of the Code. 20. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line or voice activated system established and maintained by the Company or a third party vendor designated by the Company.

 
7 ATTACHMENT I PERFORMANCE GOAL (Relative TSR) The Performance Stock Units (and related Dividend Equivalent Rights) subject to the Award that will vest on the Vesting Date will be determined based on the Company’s TSR Percentile for the Performance Period, as provided below. Definitions For purposes of the Award, the following definitions will apply: “Beginning Price” means, with respect to the Company and any other Comparison Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the 20 consecutive trading days beginning with the first trading day of the Performance Period. For the purpose of determining Beginning Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the date of distribution. “Comparison Group” means the Company and each other company included in the PHLX Oil Service Sector Index (the “OSX Index”) on the first day of the Performance Period and, except as provided below, the common stock (or similar equity security) of which continues to be listed or traded on a national securities exchange through the last trading day of the Performance Period. In the event a member of the Comparison Group files for bankruptcy or liquidates due to an insolvency, such company shall continue to be treated as a Comparison Group member, and such company’s Ending Price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period. In the event of a formation of a new parent company by a Comparison Group member, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original Comparison Group member or the assets and liabilities of such Comparison Group member immediately prior to the transaction, such new parent company shall be substituted for the Comparison Group member to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original Comparison Group member are not. In the event of a merger or other business combination of two Comparison Group members (including, without limitation, the acquisition of one Comparison Group member, or all or substantially all of its assets, by another Comparison Group member), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as a member of the Comparison Group, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the Award and mitigate the impact of the transaction. “Ending Price” means, with respect to the Company and any other Comparison Group member, the average of the closing market prices of such company’s common stock on the

 
8 principal exchange on which such stock is traded for the 20 consecutive trading days ending on the last trading day of the Performance Period. For the purpose of determining Ending Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the date of distribution. “TSR” or “Total Stockholder Return” means a fraction, the numerator of which is the Ending Price minus the Beginning Price, and the denominator of which is the Beginning Price, expressed as a percentage. “TSR Percentile” means the percentile ranking of the Company’s TSR among the TSRs for the Comparison Group members for the Performance Period. In determining the Company’s TSR Percentile for the Performance Period, in the event that the Company’s TSR for the Performance Period is equal to the TSR(s) of one or more other Comparison Group members for that same period, the Company’s TSR Percentile ranking will be determined by ranking the Company’s TSR for that period as being greater than such other Comparison Group members. Performance Goal and Calculation of Vested PSUs The percentage of the Performance Stock Units (and related Dividend Equivalent Rights) that vest on the Vesting Date will be determined as follows: • If the Company’s TSR Percentile for the Performance Period is at the 90th percentile or greater, 200% of the Target Number of Performance Stock Units will vest on the Vesting Date. • If the Company’s TSR Percentile for the Performance Period is at the 50th percentile, 100% of the Target Number of Performance Stock Units will vest on the Vesting Date. • If the Company’s TSR Percentile for the Performance Period is at the 25th percentile, 50% of the Target Number of Performance Stock Units will vest on the Vesting Date. • If the Company’s TSR Percentile for the Performance Period is below the 25th percentile, no Performance Stock Units will vest on the Vesting Date. For TSR Percentile performance for the Performance Period between the levels indicated above, the portion of the Performance Stock Units that will vest on the Vesting Date will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages indicated above. Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is negative, in no event shall more than 100% of the Target Number of Performance Stock Units vest. The number of Performance Stock Units that vest on the Vesting Date will be rounded to the nearest whole unit, and the balance of the Performance Stock Units will not vest and will terminate on that Vesting Date.

 
9 With respect to the computation of TSR, Beginning Price, and Ending Price, there shall also be an equitable and proportionate adjustment to the extent (if any) necessary to preserve the intended incentives of the Award and mitigate the impact of any stock split, stock dividend or reverse stock split occurring during the Performance Period (or during the applicable 20-day period in determining Beginning Price or Ending Price, as the case may be). In the event of any ambiguity or discrepancy, the determination of the Committee shall be final and binding.

 
Exhibit 10.5 PERFORMANCE STOCK UNIT GRANT NOTICE under the BRISTOW GROUP INC. 2021 EQUITY INCENTIVE PLAN (Cash ROIC) Pursuant to the terms and conditions of the Bristow Group Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Bristow Group Inc, a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award of performance-vested restricted stock units in respect of Common Stock (the “Performance Stock Units” or “PSUs”) set forth below. This award of Performance Stock Units (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. Participant: [●] Grant Date: [●] Target Number of PSUs: [●] Performance Period: [●] through [●] Performance Goals: Attachment I to the Agreement describes the manner in which the final number of Performance Stock Units that vest hereunder will be calculated, which shall be between 0% and 200% of the Target Number of Performance Stock Units and shall be based on the Company’s Cash ROIC as of each Measurement Period (each as defined in Attachment I) (the “Performance Goals”). By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator regarding any questions or determinations that arise under the Agreement, the Plan, or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts, or by electronic acceptance or authentication in a form authorized by the Company), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. BRISTOW GROUP INC. PARTICIPANT By: ________________________________ _______________________________ [●] [●]

 
Exhibit A 1 BRISTOW GROUP INC. PERFORMANCE STOCK UNIT AGREEMENT THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between the Company and the Participant as of the Grant Date set forth in the Grant Notice to which this Agreement is attached. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. 1. Grant of Performance Stock Units. (a) General. The Company hereby grants to the Participant the target number of Performance Stock Units set forth in the Grant Notice (the “Target Number”) on the terms and conditions set forth in the Grant Notice, this Agreement, and the Plan. The Performance Stock Units do not confer on the Participant any rights of a stockholder of the Company unless and until shares of Common Stock are issued to the Participant in connection with the vesting and settlement of Performance Stock Units. (b) Dividend Equivalent Rights. In addition, the Participant is hereby granted a right to a Dividend Equivalent (as defined in the Plan) (such right a “Dividend Equivalent Right”) with respect to each Performance Stock Unit. To the extent that any dividends are paid or distributed with respect to the Common Stock during the Performance Period, the Participant shall be entitled to a payment equal to the value of any such dividends on the number of Performance Stock Units that become vested under this Award, which amount, if any, shall be paid at the same time shares of Common Stock are delivered to the Participant (or the Participant’s estate in the event of death) in settlement of vested Performance Stock Units under this Award. Unless otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion, in the case of any stock dividend paid by the Company during the Performance Period, the Company will settle vested Dividend Equivalent Rights in cash in lieu of shares, with such amount of cash determined based on the Fair Market Value of the Common Stock as of the applicable dividend date. 2. Vesting. (a) Performance Measurement. After the close of each Measurement Period (as defined in Attachment I), but in no event later than (60) days following the last day of such Measurement Period, the Committee shall determine and certify the extent to which the Performance Goal for the applicable Measurement Period has been achieved in accordance with Attachment I (such determination date, the “Earn Date”). The Performance Stock Units will be earned on the Earn Date in an amount determined (if any) based on the results of the Performance Goal for such Measurement Period, as certified by the Committee (the “Earned PSUs”), provided that the Participant has been continuously employed by the Company or a Subsidiary of the Company at all times from the Grant Date through the applicable Earn Date. Except as provided in Section 2(c), Section 2(d) or Section 2(e) below, if the Participant does not remain continuously employed by the Company or a Subsidiary until the Vesting Date (as defined below), all Performance Stock Units allocated to such Measurement Period shall be forfeited as of his or her termination date.

 
2 (b) Vesting of Earned PSUs. The Earned PSUs will vest following the last day of the Performance Period and on the date that the Committee has determined and certified the extent to which the Performance Goal for the final Measurement Period has been achieved as provided in Section 2(a) above (such date, the “Vesting Date”), subject to the Participant’s continued employment as of such date. Any Performance Stock Units that do not become Earned PSUs shall be forfeited as of the Vesting Date. (c) Vesting Due to Retirement. If the Participant’s employment with the Company and its Subsidiaries terminates due to Retirement (as defined below) prior to the end of the Performance Period, then, on the Vesting Date, the Participant will vest in (A) any Earned PSUs as of the date of the Participant’s termination of employment due to Retirement plus (B) the number of Annual Target PSUs for Measurement Periods commencing after the date of the Participant’s Retirement, and the date of the Participant’s Retirement will be deemed to be the Vesting Date. For purposes of this Award, “Retirement” means the Participant’s formal retirement from employment with the Company under acceptable circumstances as determined by the Committee in its sole discretion (which determination may be conditioned upon, among other things, the Participant entering into a non-competition agreement with the Company). (d) Vesting Due to Death or Disability. If the Participant’s employment with the Company and its Subsidiaries terminates due to death or Disability prior to the end of the Performance Period, then, as of the Participant’s termination date, the Participant will vest in (A) any Earned PSUs as of the date of the Participant’s death or final determination of Disability, plus (B) the number of Annual Target PSUs for Measurement Periods commencing after the date of Disability or Death, and the date of the Participant’s death or final determination of Disability will be deemed to be the Vesting Date. For purposes of this Award, “Disability” means that the Participant is unable to perform full-time employment duties for 90 consecutive days or 120 days in a 12-month period by reason of injury or illness (including mental illness). (e) Vesting Due to Termination Without Cause or Good Reason. (i) General. If the Participant’s employment is involuntarily terminated by the Company or a Subsidiary for any reason other than Cause (as defined below) or if the Participant terminates employment for Good Reason (as defined below), in either case prior to the end of the Performance Period, then subject to the terms of this paragraph, the Participant will vest in (A) any Earned PSUs as of the date of the Participant’s termination of employment plus (B)(i) for any such termination that occurs on or before June 1, 2022, then the first tranche of Annual Target PSUs equivalent to 33.33% of the Target Number of Performance Stock Units shall immediately vest, and (ii) for any such termination that occurs after June 1, 2022, then a prorated amount of the Target Number of Performance Stock Units shall immediately vest, which prorated amount shall be calculated based on the portion of the fiscal year 2023 and 2024 Measurement Periods (or any combination thereof as further described in Attachment I) during which the Participant served as an employee of the Company. Such accelerated vesting will be contingent on the Participant’s execution of the Company’s standard form of release of claims no later than the 60th day following the Participant’s termination date (or such earlier deadline provided in the form of release). The Participant’s termination date will be deemed to be the Vesting Date.

 
3 (ii) Cause. For purposes of this Award, “Cause” means, if not otherwise defined in an employment agreement between the Participant and the Company or a Subsidiary (including its successor in effect as of the date of his or her termination): (A) fraud, embezzlement or gross insubordination on the part of the Participant or breach by the Participant of his or her obligations under any Company policy or procedure; (B) conviction of or the entry of a plea of nolo contendere by the Participant for any felony; (C) a material breach of, or the willful failure or refusal by the Participant to perform and discharge, his or her duties, responsibilities or obligations as an employee; or (D) any act of moral turpitude or willful misconduct by the Participant which (x) is intended to result in substantial personal enrichment of the Participant at the expense of the Company or any of its Subsidiaries or Affiliates or (y) has a material adverse impact on the business or reputation of the Company or any of its Subsidiaries or Affiliates. (iii) Good Reason. “Good Reason” shall mean, in each case without the Participant’s consent: (A) a material diminution in the Participant’s base compensation, annual target bonus opportunity or annual long-term incentive award opportunity; (B) a material diminution in the Participant’s title, authority, duties or responsibilities; (C) a change in the geographic location from where the Participant performs his/her services for the Company, or its applicable Subsidiary or Affiliate, by more than 50 miles from the geographic location where the Participant performed his/her services for the Company, or its applicable Subsidiary or Affiliate, as of the date immediately prior to the Change in Control; or (D) a material breach by the Company, any Subsidiary or any Affiliate of any material written agreement between the Participant and the Company or such Subsidiary or Affiliate. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. 3. Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the end of the Performance Period, the Performance Period shall be deemed to end on the date of the Change in Control, such date will be deemed to be the Vesting Date, and the Participant will vest in (A) any Earned PSUs for past Measurement Periods plus (B) the number of Annual Target PSUs for any remaining uncompleted Measurement Periods. 4. Book Entry Account. The Company shall establish (or shall instruct its transfer agent or stock plan administrator to establish) a book entry account representing the Target Number of Performance Stock Units in the Participant’s name effective as of the Grant Date, provided, however, that the Company shall retain control of the Performance Stock Units in such account until the Performance Stock Units have become vested in accordance with this Award and shares of Common Stock have been issued, if any, in settlement of the Performance Stock Units.

 
4 5. Issuance of Common Stock. Within 30 days following the Vesting Date (but no later than March 15 of the year following the year in which the Vesting Date occurs), the Company shall, subject to the withholding referred to in Section 7 hereof, issue to the Participant one share of Common Stock (in certificate or electronic form) in settlement of such vested Performance Stock Unit, together with any vested dividends, if applicable, and such Performance Stock Unit and corresponding Dividend Equivalent Right shall be cancelled. For clarity, the Participant shall have no rights as a stockholder of the Company, no dividend rights (except with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Performance Stock Units or any shares underlying or issuable in respect of such Performance Stock Units until such shares are actually issued to and held of record by the Participant. 6. Transferability. The Participant shall not transfer or assign the Performance Stock Units or Dividend Equivalent Rights except as permitted in accordance with Section 11.1 of the Plan. 7. Withholding. All payments or distributions of Common Stock or cash dividends or with respect thereto shall be net of any amounts required to be withheld pursuant to applicable federal, national, state and local tax withholding requirements. The Company may require the Participant to remit to it an amount sufficient to satisfy such tax withholding requirements prior to delivery of any certificates for such Common Stock or with respect thereto. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company or its Affiliates to the Participant as the Company shall determine. The Company may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the Participant to pay all or a portion of the withholding taxes arising in connection with the Common Stock or any payments or distributions with respect thereto by electing to have the Company withhold Common Stock having a Fair Market Value equal to the amount to be withheld, provided that such withholding shall only be at rates permitted by applicable statutes or regulations, which may include the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to comply with applicable law). Notwithstanding the foregoing, if any Performance Stock Units vest during a trading blackout period (including in connection with a termination of the Participant’s employment), the Participant’s applicable tax withholding obligation(s) with respect to such vested Performance Stock Units shall be satisfied by the Company withholding Common Stock having a Fair Market Value equal to the amount to be withheld and determined in the manner provided above. 8. Restrictive Covenants. (a) The Participant acknowledges that the Participant is in possession of and has access to confidential information of the Company and its Subsidiaries, including material relating to the business, products and services of the Company and its Subsidiaries, and that he or she will continue to have such possession and access during employment by the Company and its Subsidiaries. The Participant also acknowledges that the business, products and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. (b) By accepting the Performance Stock Units and Dividend Equivalent Rights, the Participant acknowledges and agrees that he or she is bound by the Applicable Restrictive

 
5 Covenants. The “Applicable Restrictive Covenants” shall mean whichever of the following covenants apply to the Participant: (i) the restrictive covenants contained in Section 10 of the Bristow Group Inc. (f/k/a Era Group Inc.) Senior Executive Severance Plan adopted June 24, 2015, (ii) the restrictive covenants contained in the Participation Agreement between Bristow Holdings U.S. Inc., a Delaware corporation (f/k/a Bristow Group Inc.) (“Legacy Bristow”), and the Participant entered into in connection with the Participant’s designation as a participant under Legacy Bristow’s Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees effective as of October 31, 2019, or (iii) the restrictive covenants to which Participant is a party that are contained in any severance plan or agreement adopted after the Grant Date. The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Performance Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Participant is not in compliance with the Applicable Restrictive Covenants. If the Participant chooses to violate the Applicable Restrictive Covenants, the Company shall be entitled to cancel all outstanding Performance Stock Units and Dividend Equivalent Rights under this Agreement and receive from the Participant all shares of Common Stock previously issued and all cash dividends previously paid to the Participant under this Agreement, and if the Participant has sold, transferred or otherwise disposed of such Common Stock, the Participant shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Common Stock was issued, without regard to any taxes that may have been deducted from such amount. To the extent that the Company is required to seek enforcement of the provisions of this Section 8, the Company shall be entitled to an award of attorney fees should it prevail in any such action. 9. Adjustment. The Performance Stock Units and Dividend Equivalent Rights may be adjusted by the Committee in accordance with Section 9.1 of the Plan. 10. Notices. Any notice required or permitted hereunder shall be deemed given only when delivered personally or when deposited in a United States Post Office as certified mail, postage prepaid, addressed, as appropriate, if to the Participant, at such address as the Company shall maintain for the Participant in its personnel records or such other address as he or she may designate in writing to the Company, and if to the Company, at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, Attention: General Counsel or such other address as the Company may designate in writing to the Participant. 11. Entire Agreement. This Agreement and the Plan contain the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements, discussions and understandings (whether oral or written and whether express or implied) with respect to such subject matter. 12. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 13. Tenure. The Participant’s right to continue to serve the Company or any of its subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by the award hereunder.

 
6 14. Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Participant, his executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. 15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws. 16. Amendment and Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 18. Construction. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail; provided, however, that in the case of any conflict or ambiguity pertaining to a Change in Control, this Agreement will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant. 19. Compliance with Section 409A. The compensation payable to the Participant pursuant to this Agreement is intended to be exempt from or compliant with Section 409A of the Code, and this Agreement and the Plan shall be administered and construed to the fullest extent possible to reflect and implement such intent. If the Participant is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation §1.409A-1(h), and his or her vested Performance Stock Units are “deferred compensation” payable or settled on account of a separation from service, then such vested Performance Stock Units shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Section 409A of the Code. 20. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this Agreement by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line or voice activated system established and maintained by the Company or a third party vendor designated by the Company.

 
1 ATTACHMENT I PERFORMANCE GOALS (Cash ROIC) The Performance Stock Units (and related Dividend Equivalent Rights) subject to the Award that will vest on the Vesting Date will be determined as provided below. Definitions For purposes of the Award, the following definitions will apply: “Adjusted EBITDA” means, for any measurement period and without duplication, the sum of operating income plus depreciation and amortization, determined on a consolidated basis for Bristow Group Inc. and its subsidiaries. Adjusted EBITDA shall be adjusted to exclude the following items to the extent they are included in operating income: (i) gains or losses and transaction expenses on the sale of a capital asset; (ii) asset impairment charges; (iii) expenses incurred in connection with an acquisition or sale of an operating company or business; (iv) expenses incurred in connection with a new credit agreement, debt or equity financing; and (v) other non-operating, non-recurring and/or non-cash items, as agreed to with the Audit Committee of the Board. “Adjustment Factor” means an adjustment factor determined by the Committee in connection with the establishment of an annual Performance Goal, which is used as a multiplier to determine the number of Earned PSUs for a given Measurement Period. “Annual Target PSUs” means one third of the Target Number of Performance Stock Units set forth on the Grant Notice. “Cash ROIC” means cash return on invested capital, and which will be calculated as follows: Cash ROIC = (Adjusted EBITDA - Maintenance CapEx - Cash Taxes) / (Gross Debt + Financial Leases + Book Equity) “Maintenance CapEx” means capital expenditures that relate to the maintenance, repair or replacement of existing assets and capital expenditures that do not materially enhance the functionality of an asset. Examples include: replacement tooling; replacement vehicles; fixed- wing capital maintenance; IT system upgrades that do not significantly affect functionality, etc. “Measurement Period” means each of fiscal year 2022, 2023, and 2024, as applicable.

 
2 Annual Cash ROIC Performance Goals An annual Performance Goal based on Cash ROIC shall be established by the Committee for each Measurement Period within the Performance Period by the 90th day after the start of the applicable Measurement Period. For the fiscal year 2022 Measurement Period, the following Performance Goal has been established: Achievement Level FY 2022 Performance Goal Adjustment Factor Maximum 12.2% 200% Target 9.1% 100% Threshold 8.1% 50% Below Threshold <8.1% 0% For performance for the 2022 Measurement Period between the levels indicated above, the portion of the Performance Stock Units that will vest on the Vesting Date will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting percentages indicated above. The annual Performance Goals for the fiscal year 2023 and 2024 Measurement Periods will be communicated to the Participant following determination by the Committee and will be deemed incorporated into and amending this Attachment I. Notwithstanding the foregoing, the Committee reserves the right to combine the fiscal year 2023 and 2024 Measurement Periods into a single Measurement Period. In the event the Committee elects to establish a single Measurement Period covering fiscal years 2023 and 2024, the Committee may unilaterally amend the terms of this Award and/or interpret the provisions of this Award as the Committee deems necessary or appropriate to accomplish such goal and preserve the intended incentives of the Award, and in the event of any ambiguity or discrepancy, the determination of the Committee shall be final and binding. Calculation of Earned PSUs for a Measurement Period The number of Performance Stock Units that are Earned PSUs for a given Measurement Period shall be equal to the product of (i) the Annual Target PSUs, multiplied by (ii) the applicable Adjustment Factor based on the level of achievement against the annual Performance Goal for the Measurement Period, as determined by the Committee.

 

EXHIBIT 31.1
Certification of Chief Executive Officer
Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
I, Christopher S. Bradshaw, 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: November 3, 2021
  /s/ Christopher S. Bradshaw
  Christopher S. Bradshaw
  President and Chief Executive Officer



EXHIBIT 31.2
Certification of Chief Financial Officer
Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
I, Jennifer D. Whalen, 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: November 3, 2021
  /s/ Jennifer D. Whalen
  Jennifer D. Whalen
  Senior Vice President and Chief Financial Officer



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 September 30, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Christopher S. Bradshaw, 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/ Christopher S. Bradshaw
Name:   Christopher S. Bradshaw
Title:   President and Chief Executive Officer
Date:   November 3, 2021



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 September 30, 2021, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jennifer D. Whalen, 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/ Jennifer D. Whalen
Name:   Jennifer D. Whalen
Title:   Senior Vice President and Chief Financial Officer
Date:   November 3, 2021