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Table of Contents
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 endedSeptember 30, 2025
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareVTOLNYSE
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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 (in thousands), par value $0.01 per share, outstanding as of October 31, 2025 was 28,920. The Registrant has no other class of common stock outstanding.

Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS


Page

Table of Contents
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,Nine Months Ended
September 30,
  2025202420252024
Total revenues$386,289 $365,122 $1,113,248 $1,061,965 
Costs and expenses:
Operating expenses
Personnel98,581 90,919 274,621 253,030 
Repairs and maintenance55,537 70,254 181,640 205,120 
Insurance5,778 6,217 18,761 19,080 
Fuel21,396 22,861 60,670 67,371 
Leased-in equipment26,714 25,702 79,278 77,390 
Other75,047 55,566 203,759 158,216 
Total operating expenses283,053 271,519 818,729 780,207 
General and administrative expenses43,205 42,898 130,680 131,178 
Depreciation and amortization expense17,739 17,569 51,892 51,586 
Total costs and expenses343,997 331,986 1,001,301 962,971 
Gains (losses) on disposal of assets8,245 (626)13,896 (963)
Earnings (losses) from unconsolidated affiliates(2)703 880 2,773 
Operating income50,535 33,213 126,723 100,804 
Interest income2,262 2,526 6,419 6,652 
Interest expense, net(9,962)(9,660)(29,486)(28,517)
Other, net(3,087)10,592 25,878 4,308 
Total other income (expense), net(10,787)3,458 2,811 (17,557)
Income before income taxes39,748 36,671 129,534 83,247 
Income tax benefit (expense)11,843 (8,392)(18,783)(20,145)
Net income51,591 28,279 110,751 63,102 
Net income attributable to noncontrolling interests(47)(37)(100)(98)
Net income attributable to Bristow Group Inc.$51,544 $28,242 $110,651 $63,004 
Earnings per common share:
Basic$1.79 $0.99 $3.84 $2.21 
Diluted$1.72 $0.95 $3.71 $2.14 
Weighted average shares of common stock outstanding:
Basic28,867 28,620 28,787 28,477 
Diluted29,932 29,719 29,858 29,475 

See accompanying notes to condensed consolidated financial statements.
1
Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands)

Three Months Ended September 30,Nine Months Ended
September 30,
 2025202420252024
Net income$51,591 $28,279 $110,751 $63,102 
Other comprehensive income (loss):
Currency translation adjustments(5,785)19,201 32,390 9,818 
Pension liability adjustment840 (2,112)(3,235)(1,809)
Unrealized gains (losses) on cash flow hedges, net414 650 115 (3,248)
Total other comprehensive income (loss), net of tax(4,531)17,739 29,270 4,761 
Total comprehensive income47,060 46,018 140,021 67,863 
Net comprehensive income attributable to noncontrolling interests(47)(37)(100)(98)
Total comprehensive income attributable to Bristow Group Inc.$47,013 $45,981 $139,921 $67,765 

See accompanying notes to condensed consolidated financial statements.
2
Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
September 30,
2025		December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents$245,505 $247,503 
Restricted cash5,200 3,778 
Accounts receivable, net of allowance of $48 and $42, respectively
233,639 211,590 
Inventories135,379 114,509 
Prepaid expenses and other current assets58,619 42,078 
Total current assets678,342 619,458 
Property and equipment, net of accumulated depreciation of $327,664 and $273,481, respectively
1,145,399 1,076,221 
Investment in unconsolidated affiliates23,304 22,424 
Right-of-use assets251,371 264,270 
Other assets171,336 142,873 
Total assets$2,269,752 $2,125,246 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$90,838 $83,462 
Accrued wages, benefits and related taxes52,619 54,406 
Income taxes payable and other accrued taxes30,449 16,229 
Deferred revenue26,001 15,186 
Accrued maintenance and repairs27,928 30,698 
Current portion of operating lease liabilities80,118 78,359 
Accrued interest and other accrued liabilities25,203 28,946 
Current maturities of long-term debt22,147 18,614 
Total current liabilities355,303 325,900 
Long-term debt, less current maturities652,807 671,169 
Other liabilities and deferred credits28,150 8,937 
Deferred taxes27,806 39,019 
Long-term operating lease liabilities169,537 188,949 
Total liabilities$1,233,603 $1,233,974 
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.01 par value, 110,000 authorized; 28,920 and 28,628 outstanding, respectively
321 315 
Additional paid-in capital756,161 742,072 
Retained earnings423,316 312,765 
Treasury stock, at cost; 2,978 and 2,692 shares, respectively
(78,915)(69,776)
Accumulated other comprehensive loss(64,399)(93,669)
Total Bristow Group Inc. stockholders’ equity1,036,484 891,707 
Noncontrolling interests(335)(435)
Total stockholders’ equity1,036,149 891,272 
Total liabilities and stockholders’ equity$2,269,752 $2,125,246 

See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited, in thousands)
 Total Bristow Group Inc. Stockholders’ Equity  
 Common
Stock		Common
Stock
(Shares)		Additional
Paid-in
Capital		Retained
Earnings		Treasury StockAccumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Stockholders’
Equity
December 31, 2024$315 28,628 $742,072 $312,765 $(69,776)$(93,669)$(435)$891,272 
Share award amortization2 225 3,548 — — — — 3,550 
Share repurchases— (78)— — (2,495)— — (2,495)
Exercise of stock options— — 2 — — — — 2 
Net income— — — 27,359 — — 22 27,381 
Other comprehensive income— — — — — 11,593 — 11,593 
March 31, 2025
$317 28,775 $745,622 $340,124 $(72,271)$(82,076)$(413)$931,303 
Share award amortization2 232 4,777 — — — — 4,779 
Share repurchases— (191)— — (6,003)— — (6,003)
Exercise of stock options— — 2 — — — — 2 
Net income— — — 31,748 — — 31 31,779 
Capital contribution to affiliates— — 20 (100)— — — (80)
Other comprehensive income— — — — — 22,208 — 22,208 
June 30, 2025
$319 28,816 $750,421 $371,772 $(78,274)$(59,868)$(382)$983,988 
Share award amortization2 39 4,425 — — — — 4,427 
Share repurchases— (18)— — (641)— — (641)
Exercise of stock options— 83 1,315 — — — — 1,315 
Net income— — — 51,544 — — 47 51,591 
Other comprehensive loss— — — — — (4,531)— (4,531)
September 30, 2025
$321 28,920 $756,161 $423,316 $(78,915)$(64,399)$(335)$1,036,149 
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 Total Bristow Group Inc. Stockholders’ Equity 
 Common
Stock		Common
Stock
(Shares)		Additional
Paid-in
Capital		Retained
Earnings		Treasury StockAccumulated
Other
Comprehensive
Loss		Noncontrolling
Interests		Total
Stockholders’
Equity
December 31, 2023$311 28,310 $725,773 $217,968 $(65,722)$(54,643)$(508)$823,179 
Share award amortization1 117 3,519 — — — — 3,520 
Share repurchases— (40)— — (1,016)— — (1,016)
Net income— — — 6,605 — — 27 6,632 
Other comprehensive loss— — — — — (12,105)— (12,105)
March 31, 2024
$312 28,387 $729,292 $224,573 $(66,738)$(66,748)$(481)$820,210 
Share award amortization3 313 4,048 — — — — 4,051 
Share repurchases— (83)— — (2,910)— — (2,910)
Net income— — — 28,157 — — 34 28,191 
Other comprehensive loss— — — — — (873)— (873)
June 30, 2024
$315 28,617 $733,340 $252,730 $(69,648)$(67,621)$(447)$848,669 
Share award amortization— 15 4,201 — — — — $4,201 
Share repurchases— (4)— — (128)— — (128)
Net income— — — 28,242 — — 37 28,279 
Other comprehensive income— — — — — 17,739 — 17,739 
September 30, 2024
$315 28,628 $737,541 $280,972 $(69,776)$(49,882)$(410)$898,760 

See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Nine Months Ended
September 30,
 20252024
Cash flows from operating activities:
Net income$110,751 $63,102 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization expense61,057 62,761 
Losses (gains) on disposal of assets(13,896)963 
Earnings from unconsolidated affiliates(880)(2,398)
Deferred income taxes(11,213)(4,586)
Stock-based compensation expense12,750 11,768 
Amortization of deferred financing fees 4,472 2,274 
Amortization of deferred contract costs7,726 2,533 
Increase (decrease) in cash resulting from changes in:
Accounts receivable(8,197)(2,195)
Inventory, prepaid expenses and other assets(79,010)(32,096)
Accounts payable, accrued expenses and other liabilities37,933 24,240 
Net cash provided by operating activities121,493 126,366 
Cash flows from investing activities:
Capital expenditures(112,893)(171,903)
Proceeds from asset dispositions52,716 4,461 
Net cash used in investing activities(60,177)(167,442)
Cash flows from financing activities:
Proceeds from borrowings5,831 82,309 
Debt issuance costs(238)(3,525)
Repayments of debt(53,739)(11,467)
Exercise of stock options1,319 — 
Purchase of treasury stock(9,139)(4,054)
Net cash provided by (used in) financing activities(55,966)63,263 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(5,926)2,732 
Net increase (decrease) in cash, cash equivalents and restricted cash(576)24,919 
Cash, cash equivalents and restricted cash at beginning of period251,281 183,662 
Cash, cash equivalents and restricted cash at end of period$250,705 $208,581 
Cash paid during the period for:
Interest$41,162 $38,369 
Income taxes, net$22,400 $16,093 

See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. BASIS OF PRESENTATION, CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, any references to the “Company”, “Bristow”, “we”, “us” and “our” refer to Bristow Group Inc. and its consolidated entities.
The condensed consolidated financial information for the three and nine months ended September 30, 2025 and 2024, has been prepared by the Company in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (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. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q 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 year ended December 31, 2024.
Summary of Significant Accounting Policies
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 of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.
Accounting Estimates
The preparation of these condensed consolidated 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 statements of operations and comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statements of changes in stockholders’ equity and the condensed consolidated statements of cash flows. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire year.
Reclassification
Certain amounts reported for prior periods in the consolidated financial statements have been reclassified to conform with the current period’s presentation.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed within this Quarterly Report on Form 10-Q were assessed and determined as either not applicable or not material to the Company’s consolidated financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), requiring public business entities to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes purchases of inventory, employee compensation, depreciation and intangible asset amortization. The tabular disclosure would also include certain other expenses, when applicable. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 (as amended in the FASB update in January 2025 in ASU 2025-01). The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements.
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Note 2. REVENUES
Revenue Recognition
The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. Revenues are generally recognized when the Company satisfies its performance obligations by providing aviation services to its customers in exchange for consideration. The Company disaggregates its revenues by operating segment.
Revenues by Segment. Revenues earned by each segment for the periods reflected in the table below were as follows (in thousands):
Three Months Ended September 30,Nine Months Ended
September 30,
2025202420252024
Offshore Energy Services(1)
$250,431 $246,312 $743,026 $725,900 
Government Services100,898 85,346 279,340 247,096 
Other Services34,960 33,464 90,882 88,969 
Total revenues$386,289 $365,122 $1,113,248 $1,061,965 
______________________
(1)Includes revenues of approximately $4.1 million and $9.9 million for the three and nine months ended September 30, 2024, respectively, related to fixed wing revenues in Africa that were previously classified in Other Services.
Deferred revenues are primarily generated by advanced payments from offshore energy companies and government agencies and fixed wing services where customers pay for tickets in advance of receiving the Company’s service. The Company’s current deferred revenues are recorded under current liabilities, and the Company’s long-term deferred revenues are recorded in other liabilities and deferred credits on the condensed consolidated balance sheets.
The Company’s deferred revenues were as follows (in thousands):
September 30,
2025		December 31,
2024
Short-term$26,001 $15,186 
Long-term27,902 8,385 
Total deferred revenues$53,903 $23,571 
During the nine months ended September 30, 2025 and 2024, revenues recognized that had previously been deferred were $9.1 million and $12.1 million, respectively. As of September 30, 2025, the Company anticipates recognizing long-term deferred revenues of approximately $2.5 million in 2026, $10.4 million in 2027, $5.1 million in 2028, $1.7 million in 2029 and $8.2 million thereafter.
Note 3. RELATED PARTY TRANSACTIONS
The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), an aviation services provider in Canada. The remaining 75% voting interest and 60% economic interest in Cougar are owned by VIH Aviation Group Ltd. (“VIH”). Due to common ownership of Cougar, the Company considers VIH a related party.
The Company and VIH lease certain aircraft and facilities and from time to time purchase inventory from one another. Revenues from and payments to related parties for the periods reflected in the table below were as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues from related parties$7,556 $6,809 $21,224 $23,969 
Payments to related parties$1,249 $1,010 $3,933 $3,198 
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As of September 30, 2025 and December 31, 2024, receivables from related parties included in accounts receivable, net on the condensed consolidated balance sheets were $2.3 million and $1.1 million, respectively.
Note 4. DEBT
Debt as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):
September 30,
2025		December 31,
2024
6.875% Senior Notes
$396,673 $395,610 
UKSAR Debt164,545 200,273 
IRCG Debt113,736 93,900 
Total debt674,954 689,783 
Less current maturities of long-term debt(22,147)(18,614)
Total long-term debt$652,807 $671,169 
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. 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, the Company must make an offer to repurchase each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest.
As of September 30, 2025 and December 31, 2024, the Company had $3.3 million and $4.4 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes.
UKSAR Debt — During the nine months ended September 30, 2025 and 2024, the Company made principal payments of $53.7 million and $11.5 million, respectively, related to its long term secured equipment financings for an aggregate amount up to £200 million with National Westminster Bank Plc as arranger, agent and security trustee (“UKSAR Debt”). Included in the 2025 principal payments were $40.1 million (£29.6 million) of voluntary prepayments. As of September 30, 2025 and December 31, 2024, the Company had unamortized deferred financing fees associated with the UKSAR Debt of $6.9 million and $9.1 million, respectively.
IRCG Debt — In February 2025, the Company drew approximately $5.8 million (€5.6 million) under this facility. As of September 30, 2025 and December 31, 2024, the Company had unamortized deferred financing fees of $2.6 million and $2.8 million, respectively, associated with its long-term equipment financing for an aggregate amount of up to €100.0 million with National Westminster Bank Plc as the original lender and UK Export Finance guaranteeing 80% of the facility (“IRCG Debt”). The first principal payment due under this facility is in June 2026.
ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of Bristow Norway AS, Bristow Helicopters Limited (“BHL”), Bristow U.S. LLC and Bristow LLC (formerly known as Era Helicopters, LLC). As of September 30, 2025, the ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein.
As of September 30, 2025, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the nine months ended September 30, 2025. Letters of credit issued under the ABL Facility in the aggregate face amount of $9.4 million were outstanding as of September 30, 2025.
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Note 5. FAIR VALUE DISCLOSURES
Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). 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.
The Company’s debt was measured at fair value using Level 2 inputs based on estimated current rates for similar types of arrangements using discounted cash flow analysis. 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.
The carrying and fair values of the Company’s debt were as follows (in thousands):
Carrying
Amount		Level 1Level 2Level 3
September 30, 2025
LIABILITIES
6.875% Senior Notes(1)
$396,673 $— $413,020 $— 
UKSAR Debt(2)
164,545 — 164,724 — 
IRCG Debt(3)
113,736 — 115,162 — 
$674,954 $— $692,906 $— 
December 31, 2024
LIABILITIES
6.875% Senior Notes(1)
$395,610 $— $397,872 $— 
UKSAR Debt(2)
200,273 — 205,545 — 
IRCG Debt(3)
93,900 — 95,912 — 
$689,783 $— $699,329 $— 
___________________ 
(1)As of September 30, 2025 and December 31, 2024, the carrying values of unamortized deferred financing fees related to the 6.875% Senior Notes were $3.3 million and $4.4 million, respectively.
(2)As of September 30, 2025 and December 31, 2024, the carrying values of unamortized deferred financing fees related to the UKSAR Debt were $6.9 million and $9.1 million, respectively.
(3)As of September 30, 2025 and December 31, 2024, the carrying value of unamortized deferred financing fees related to the IRCG Debt was $2.6 million and $2.8 million, respectively.
Note 6. DERIVATIVE FINANCIAL INSTRUMENTS
From time to time, the Company may use derivatives to partially offset its business exposure to foreign currency risks on expected future cash flows. The Company enters into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. The Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements. The derivative agreements do not contain credit-risk-related contingent features. There are no amounts of related financial collateral received or pledged. The Company does not use any of its derivative instruments for speculative or trading purposes.
Cash Flow Hedges
The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions.
These foreign exchange hedge contracts, carried at fair value, have maturities of up to approximately nine months. As of September 30, 2025 and December 31, 2024, total notional amounts of outstanding cash flow hedges were $35.8 million and $82.2 million, respectively. As of September 30, 2025, the estimated amount of
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net losses expected to be reclassified from accumulated other comprehensive income into earnings within the next 12 months is $0.5 million.
The Company’s derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. The fair value of the Company’s derivatives is based on valuation methods which project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves and foreign currency rates. The fair value of derivative instruments on the Company’s Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 were as follows, presented on a gross basis (in thousands):
September 30, 2025December 31, 2024
Fair Value Asset DerivativesFair Value Liability DerivativesFair Value Asset DerivativesFair Value Liability Derivatives
Derivatives designated as hedging instruments:
Foreign exchange forward contracts$27 $522 $1,351 $1,871 
Note 7. COMMITMENTS AND CONTINGENCIES
Capital Commitments - Fleet
The Company’s unfunded capital commitments as of September 30, 2025 consisted primarily of agreements to purchase helicopters and totaled $115.9 million, payable beginning in 2025.
Included in these commitments are orders to purchase seven AW189 heavy helicopters which are scheduled to be delivered in 2025 and 2026. In addition, the Company has outstanding options to purchase up to ten additional AW189 helicopters and ten H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders.
General Litigation and Disputes
The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenues. 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 for which the Company is not currently recording liabilities 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, but not limited to, claims by third parties for alleged property damages and personal injuries. 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. INCOME TAXES
During the three months ended September 30, 2025 and 2024, the Company recorded an income tax benefit of $11.8 million, resulting in an effective tax rate of 29.8%, and income tax expense of $8.4 million, resulting in an effective tax rate of 22.9%, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $18.8 million, resulting in an effective tax rate of 14.5%, and income tax expense of $20.1 million, resulting in an effective tax rate of 24.2%, respectively.
The effective tax rate during the nine months ended September 30, 2025 was impacted by a valuation allowance released in Australia, the Company’s global mix of earnings in the current year and deductible business interest expenses, partially offset by the recognition of certain deferred tax assets. The release of the valuation allowance in Australia is primarily driven by the combination of the emergence from a previous three-year cumulative loss position, continued revenue growth and profitability in the Australian business which
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resulted in the ability to utilize its operating losses carried forward. The effective tax rate during the nine months ended September 30, 2024 was impacted by the Company’s global mix of earnings, adjustments to valuation allowances against future realization of losses and deductible business interest expense, partially offset by the recognition of certain deferred tax assets.
In July 2025, a new tax bill referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S. As part of the new tax law, the OBBBA extends key elements of the previous Tax Cuts and Jobs Act enacted on December 22, 2017, including the 21% U.S. Federal statutory tax rate, business interest expense deduction limits, 100% bonus depreciation, domestic research cost expensing, and various expiring international provisions, with certain modifications. Pursuant to Accounting Standards Codification (“ASC”) 740 - Income Taxes, changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. The Company expects the primary impacts will be to Section 163j elections under the U.S. Tax Code.
Note 9. STOCKHOLDERS’ EQUITY
Share Repurchases
On February 26, 2025, the Company announced that its Board of Directors approved a new $125.0 million stock repurchase program. Purchases of the Company’s common stock under the stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder.
During the three months ended September 30, 2025, the Company repurchased 4,125 shares of common stock in open market transactions for gross consideration of $0.1 million, which represents an average cost per share of $32.94. During the nine months ended September 30, 2025, the Company repurchased 123,966 shares of common stock in open market transactions for gross consideration of $4.0 million, which represents an average cost per share of $32.43. As of September 30, 2025, $121.0 million remained available of the $125.0 million stock repurchase program authorized in February 2025.
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Accumulated Other Comprehensive Income (Loss)
The following table shows the changes in balances for accumulated other comprehensive income (loss), net of tax (in thousands):
 Currency Translation Adjustments
Pension Liability Adjustments(1)
Unrealized gain (loss) on cash flow hedges(2)
Total
Balance as of December 31, 2024$(49,903)$(43,367)$(399)$(93,669)
Other comprehensive income11,119 — 611 11,730 
Reclassified from accumulated other comprehensive loss— 4 (93)(89)
Income tax expense— — (48)(48)
Net current period other comprehensive income11,119 4 470 11,593 
Foreign exchange rate impact1,328 (1,328)— — 
Balance as of March 31, 2025
$(37,456)$(44,691)$71 $(82,076)
Other comprehensive income (loss)22,972 — (1,524)21,448 
Reclassified from accumulated other comprehensive loss— 5 444 449 
Income tax benefit— — 311 311 
Net current period other comprehensive income (loss)22,972 5 (769)22,208 
Foreign exchange rate impact2,756 (2,756)— — 
Balance as of June 30, 2025
$(11,728)$(47,442)$(698)$(59,868)
Other comprehensive income (loss)(4,951)— 71 (4,880)
Reclassified from accumulated other comprehensive loss— 6 516 522 
Income tax expense— — (173)(173)
Net current period other comprehensive income (loss)(4,951)6 414 (4,531)
Foreign exchange rate impact(834)834 — — 
Balance as of September 30, 2025
$(17,513)$(46,602)$(284)$(64,399)
______________________
(1)Reclassification of amounts related to pension liability adjustments included as a component of net periodic pension cost.
(2)Reclassification of amounts related to cash flow hedges included as operating expenses.
Note 10. EARNINGS PER SHARE
The Company’s basic earnings per common share are computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the relevant period. Diluted earnings per common share of the Company are computed by dividing income available to common stockholders by the weighted average number of common shares issued and outstanding, inclusive of the effect of potentially dilutive securities (such as options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive) through the application of the treasury method and/or the if-converted method, when applicable.
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The following table shows the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Three Months Ended September 30,Nine Months Ended
September 30,
 2025202420252024
Income:
Net income attributable to Bristow Group Inc.$51,544 $28,242 $110,651 $63,004 
Shares of common stock:
Weighted average shares of common stock outstanding – basic28,867 28,620 28,787 28,477 
Net effect of dilutive stock1,065 1,099 1,071 998 
Weighted average shares of common stock outstanding – diluted(1)
29,932 29,719 29,858 29,475 
Earnings per common share - basic$1.79 $0.99 $3.84 $2.21 
Earnings per common share - diluted$1.72 $0.95 $3.71 $2.14 
__________________
(1)Excludes weighted average shares of common stock of 70,529 and 20,000 for the three months ended September 30, 2025 and 2024, respectively, and 59,828 and 20,000 for the nine months ended September 30, 2025 and 2024, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.
Note 11. SEGMENTS
The Company has three reportable segments: Offshore Energy Services, Government Services and Other Services. The Offshore Energy Services segment provides aviation services to, from and between offshore energy installations globally. The Government Services segment provides search and rescue (“SAR”) and support helicopter services to government agencies globally. The Other Services segment is primarily comprised of fixed wing services, dry-leasing of aircraft to third-party operators and part sales. Corporate includes unallocated overhead costs that are not directly associated with the Company’s reportable segments. The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), uses segment operating income, in addition to other measures, to assess segment performance and allocate resources.
Financial information by segment for the three months ended September 30, 2025 and 2024 is summarized below (in thousands):
Offshore Energy ServicesGovernment ServicesOther ServicesCorporateConsolidated
Three months ended September 30, 2025
Revenues$250,431 $100,898 $34,960 $— $386,289 
Less:
Personnel62,304 29,507 6,770 — 98,581 
Repairs and maintenance42,777 9,365 3,395 — 55,537 
Insurance3,486 1,950 342 — 5,778 
Fuel13,162 2,794 5,440 — 21,396 
Leased-in equipment15,446 9,572 1,696 — 26,714 
Other segment costs41,325 26,271 7,451 — 75,047 
Total operating expenses178,500 79,459 25,094 — 283,053 
General and administrative expenses22,451 11,007 1,781 7,966 43,205 
Depreciation and amortization expense7,049 7,846 2,622 222 17,739 
Total costs and expenses208,000 98,312 29,497 8,188 343,997 
Gains on disposal of assets— — — 8,245 8,245 
Losses from unconsolidated affiliates(2)— — — (2)
Operating income$42,429 $2,586 $5,463 $57 $50,535 
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Offshore Energy ServicesGovernment ServicesOther ServicesCorporateConsolidated
Three months ended September 30, 2024
Revenues$246,312 $85,346 $33,464 $— $365,122 
Less:
Personnel57,232 27,604 6,083 — 90,919 
Repairs and maintenance54,443 12,554 3,257 — 70,254 
Insurance4,019 1,900 298 — 6,217 
Fuel14,561 2,886 5,414 — 22,861 
Leased-in equipment15,122 9,357 1,223 — 25,702 
Other segment costs38,161 10,568 6,837 — 55,566 
Total operating expenses183,538 64,869 23,112 — 271,519 
General and administrative expenses24,466 8,991 1,784 7,657 42,898 
Depreciation and amortization expense7,360 7,041 2,987 181 17,569 
Total costs and expenses215,364 80,901 27,883 7,838 331,986 
Losses on disposal of assets— — — (626)(626)
Earnings from unconsolidated affiliates703 — — — 703 
Operating income (loss)$31,651 $4,445 $5,581 $(8,464)$33,213 
Financial information by segment for the nine months ended September 30, 2025 and 2024 is summarized below (in thousands):
Offshore Energy ServicesGovernment ServicesOther ServicesCorporateConsolidated
Nine months ended September 30, 2025
Revenues$743,026 $279,340 $90,882 $— $1,113,248 
Less:
Personnel174,117 81,251 19,253 — 274,621 
Repairs and maintenance137,762 34,095 9,783 — 181,640 
Insurance11,339 6,335 1,087 — 18,761 
Fuel38,729 7,557 14,384 — 60,670 
Leased-in equipment45,583 28,964 4,731 — 79,278 
Other segment costs122,621 60,859 20,279 — 203,759 
Total operating expenses530,151 219,061 69,517 — 818,729 
General and administrative expenses69,523 30,966 5,226 24,965 130,680 
Depreciation and amortization expense20,843 22,628 7,855 566 51,892 
Total costs and expenses620,517 272,655 82,598 25,531 1,001,301 
Gains on disposal of assets— — — 13,896 13,896 
Earnings from unconsolidated affiliates880 — — — 880 
Operating income (loss)$123,389 $6,685 $8,284 $(11,635)$126,723 
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Offshore Energy ServicesGovernment ServicesOther ServicesCorporateConsolidated
Nine months ended September 30, 2024
Revenues$725,900 $247,096 $88,969 $— $1,061,965 
Less:
Personnel163,074 71,749 18,207 — 253,030 
Repairs and maintenance157,740 37,941 9,439 — 205,120 
Insurance12,562 5,647 871 — 19,080 
Fuel45,293 7,246 14,832 — 67,371 
Leased-in equipment45,628 28,218 3,544 — 77,390 
Other segment costs110,326 29,871 18,019 — 158,216 
Total operating expenses534,623 180,672 64,912 — 780,207 
General and administrative expenses74,603 26,913 5,344 24,318 131,178 
Depreciation and amortization expense21,628 20,707 8,589 662 51,586 
Total costs and expenses630,854 228,292 78,845 24,980 962,971 
Losses on disposal of assets— — — (963)(963)
Earnings from unconsolidated affiliates2,773 — — — 2,773 
Operating income (loss)$97,819 $18,804 $10,124 $(25,943)$100,804 
Reconciliation of consolidated income (loss) before taxes for the periods reflected below were as follows:
Three Months Ended September 30,Nine Months Ended
September 30,
2025202420252024
Operating income (loss):
Offshore Energy Services$42,429 $31,651 $123,389 $97,819 
Government Services2,586 4,445 6,685 18,804 
Other Services5,463 5,581 8,284 10,124 
Corporate57 (8,464)(11,635)(25,943)
Operating income50,535 33,213 126,723 100,804 
Interest income2,262 2,526 6,419 6,652 
Interest expense, net(9,962)(9,660)(29,486)(28,517)
Other, net(3,087)10,592 25,878 4,308 
Total other income (expense), net(10,787)3,458 2,811 (17,557)
Income before income taxes$39,748 $36,671 $129,534 $83,247 

Total depreciation and amortization expense by segment for the periods reflected below were as follows:
Offshore Energy ServicesGovernment ServicesOther ServicesCorporateConsolidated
Three months ended September 30, 2025
Depreciation and amortization expense$7,049 $7,846 $2,622 $222 $17,739 
PBH amortization(1)
1,758 378 36 — 2,172 
Total depreciation and amortization expense$8,807 $8,224 $2,658 $222 $19,911 
Three months ended September 30, 2024
Depreciation and amortization expense$7,360 $7,041 $2,987 $181 $17,569 
PBH amortization(1)
3,055 503 165 — 3,723 
Total depreciation and amortization expense$10,415 $7,544 $3,152 $181 $21,292 
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Offshore Energy ServicesGovernment ServicesOther ServicesCorporateConsolidated
Nine months ended September 30, 2025
Depreciation and amortization expense$20,843 $22,628 $7,855 $566 $51,892 
PBH amortization(1)
7,707 1,252 206 — 9,165 
Total depreciation and amortization expense$28,550 $23,880 $8,061 $566 $61,057 
Nine months ended September 30, 2024
Depreciation and amortization expense$21,628 $20,707 $8,589 $662 $51,586 
PBH amortization(1)
9,222 1,513 439 — 11,174 
Total depreciation and amortization expense$30,850 $22,220 $9,028 $662 $62,760 
(1) Included within operating expenses on the condensed consolidated statements of operations.
Capital expenditures by segment for the periods reflected below were as follows:
Three Months Ended September 30,Nine Months Ended
September 30,
2025202420252024
Offshore Energy Services$2,643$12,752 $30,984$34,917 
Government Services25,03842,731 76,192130,888 
Other Services1,5351,504 5,7176,098 
Total capital expenditures$29,216$56,987 $112,893$171,903 
Segment assets consisting of property and equipment (excluding construction in progress), net of accumulated depreciation and right of use (“ROU”) assets, are reflected below for the periods indicated:
September 30,
2025		December 31, 2024
Offshore Energy Services$580,153$596,687 
Government Services551,210433,721 
Other Services57,92162,746 
Total segment assets$1,189,284$1,093,154 
Corporate2,3143,156 
Construction-in-progress205,172244,181 
Total long-lived assets$1,396,770$1,340,491
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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 related notes, included elsewhere herein, as well as our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 (the “Annual Report on Form 10-K”). Unless the context otherwise indicates, in this MD&A, any references to the “Company,” “Bristow,” “we,” “us” and “our” refer to Bristow Group Inc. and its consolidated entities.
In the discussions that follow, the terms “Current Quarter” and “Preceding Quarter” refer to the three months ended September 30, 2025 and June 30, 2025, respectively, and “Current Year” and “Prior Year” refer to the nine months ended September 30, 2025 and 2024, respectively.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our 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 Annual Report on Form 10-K, 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 on Form 10-Q regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions 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. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part II, Item 1A, “Risk Factors” of this report and those discussed in other documents we file with the SEC. 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:
•the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers;
•our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 and AW189 fleet and aircraft in general;
•our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition;
•public health crises, such as pandemics and epidemics, and any related government policies and actions;
•our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility;
•the potential effects of the ongoing U.S. government shutdown on our Government Services business;
•the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses;
•the possibility that we may be unable to maintain compliance with covenants in our financing agreements;
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•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;
•the possibility of significant changes in foreign exchange rates and controls;
•potential effects of increased competition and the introduction of alternative modes of transportation and solutions;
•the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events);
•the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere;
•the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
•the existence of operating risks inherent in our business, including the possibility of declining safety performance;
•labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements;
•the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change;
•any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions;
•the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;
•the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates;
•general economic conditions, including interest rates or uncertainty in the capital and credit markets;
•disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States and other countries;
•the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts; and
•the effectiveness of our environmental, social and governance initiatives.
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 on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q 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 Part II, Item 1A, “Risk Factors” of the Company’s subsequent Quarterly Reports 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.
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Overview
Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.
Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”).
In general, the winter months are seasonally our lowest revenue periods, with fewer daylight hours resulting in reduced flight hours. For example, operations in the U.S. Gulf of America 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 “Segments and Markets” in Part I, Item 1, “Business” of our Annual Report on Form 10-K for further discussion on seasonality.
Recent Developments
Test Arena Operations Take Off in Norway
In August 2025, Bristow successfully launched the first operations of Norway’s Test Arena for Zero & Low Emission Aviation at Stavanger Airport, featuring flights of BETA Technologies’ all-electric ALIA CX300 aircraft. This initiative, conducted in partnership with Avinor and the Civil Aviation Authority of Norway, marks a significant milestone in advancing sustainable aviation and integrating Advanced Air Mobility (AAM) in the Nordic region. The Test Arena will host a series of evaluation flights over several months to assess zero-and low-emission aviation routes, with early operations connecting Stavanger and Bergen.
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Fleet Information
The management of our fleet involves a careful evaluation of the expected demand for helicopter services across global markets, segments, and the types of helicopters needed to meet this demand. Heavy and medium helicopters fly longer distances and can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates. Heavy and medium helicopters are most commonly used for crew changes on large offshore production facilities and drilling rigs servicing the offshore energy industry and for SAR operations.
The following table identifies the types of aircraft that comprise our fleet and the number of those aircraft in our fleet as of September 30, 2025.
 Number of Aircraft
Type
Owned
Aircraft(1)
Leased
Aircraft		Total AircraftMaximum
Passenger
Capacity
Average Age (years)(2)
Heavy Helicopters:
S9233 29 62 19 15 
AW18920 4 24 16 8 
53 33 86 
Medium Helicopters:
AW13949 6 55 12 14 
S76 D/C++13 — 13 12 13 
AS3651 — 1 12 36 
63 6 69 
Light—Twin Engine Helicopters:
AW1093 — 3 7 18 
H135/EC13512 — 12 6 9 
15 — 15 
Light—Single Engine Helicopters:
AS35012 — 12 4 26 
AW11913 — 13 7 19 
25 — 25 
Total Helicopters156 39 195 15 
Fixed Wing9 5 14 
Unmanned Aerial Systems (“UAS”)4 — 4 
Total Fleet169 44 213 
______________________
(1)Does not include certain aircraft shown in the under construction line in the fleet table below. Upon completion of additional configuration, the newly delivered aircraft will appear in the fleet table above when placed into service.
(2)Reflects the average age of helicopters that are owned by the Company.
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The table below presents the number of aircraft in our fleet as of September 30, 2025, their distribution among the segments through which we operate as a percentage of total revenues for the three months ended September 30, 2025, and the number of aircraft not yet reflected in our fleet as they were on order or under construction as of September 30, 2025.
 Percentage of
Total
Revenues		HelicoptersFixed
Wing		UAS
 HeavyMediumLight TwinLight SingleTotal
Offshore Energy Services67 %56 61 12 — 1 — 130 
Government Services25 %30 8 3 20 — 4 65 
Other Services8 %— — — 5 13 — 18 
Total100 %86 69 15 25 14 4 213 
Aircraft not currently in fleet:
Under construction(1)
9 3 — — — — 12 
Options(2)
10 — 10 — — — 20 
______________________
(1)Under construction reflects new aircraft that the Company has either taken possession of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery. Includes nine AW189 heavy helicopters (of which two were delivered and are undergoing additional configuration) and three AW139 medium helicopters (all three of which were delivered and are undergoing additional configuration).
(2)Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters.
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Results of Operations for Current Quarter compared to Preceding Quarter
(in thousands, except percentages)
The following table presents our operating results and other statement of operations information for the Current Quarter and Preceding Quarter.
Three Months Ended
September 30,
2025		June 30,
2025		Favorable
(Unfavorable)
Revenues:
Offshore Energy Services:
Europe$101,026 $107,625 $(6,599)(6.1)%
Americas100,945 95,230 5,715 6.0 %
Africa48,460 49,955 (1,495)(3.0)%
Total Offshore Energy Services250,431 252,810 (2,379)(0.9)%
Government Services100,898 92,499 8,399 9.1 %
Other Services34,960 31,120 3,840 12.3 %
Total revenues386,289 376,429 9,860 2.6 %
Operating income (loss):
Offshore Energy Services42,429 43,595 (1,166)(2.7)%
Government Services2,586 (1,912)4,498 nm
Other Services5,463 3,443 2,020 58.7 %
Corporate57 (2,486)2,543 nm
Total operating income50,535 42,640 7,895 18.5 %
Interest income2,262 2,039 223 10.9 %
Interest expense, net(9,962)(10,034)72 0.7 %
Other, net(3,087)17,577 (20,664)nm
Total other income (expense), net(10,787)9,582 (20,369)nm
Income before income taxes39,748 52,222 (12,474)(23.9)%
Income tax benefit (expense)11,843 (20,443)32,286 nm
Net income51,591 31,779 19,812 62.3 %
Net income attributable to noncontrolling interests(47)(31)(16)(51.6)%
Net income attributable to Bristow Group Inc.$51,544 $31,748 $19,796 62.4 %
Operating income margins:
Offshore Energy Services17 %17 %
Government Services3 %(2)%
Other Services16 %11 %
__________________
nm = Not Meaningful
Flight Hours by Segment
Three Months Ended
September 30,
2025		June 30,
2025		Favorable
(Unfavorable)
Offshore Energy Services:
Europe8,471 8,838 (367)(4.2)%
Americas11,104 10,700 404 3.8 %
Africa4,415 4,931 (516)(10.5)%
Total Offshore Energy Services23,990 24,469 (479)(2.0)%
Government Services5,016 4,868 148 3.0 %
Other Services3,942 3,684 258 7.0 %
32,948 33,021 (73)(0.2)%
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Offshore Energy Services
Revenues from Offshore Energy Services were $2.4 million lower in the Current Quarter. Revenues in Europe and Africa were $6.6 million and $1.5 million lower, respectively, primarily due to lower utilization, while revenues in the Americas were $5.7 million higher primarily due to higher utilization. Operating income was $1.2 million lower in the Current Quarter primarily due to the lower revenues, partially offset by lower general and administrative expenses of $1.4 million primarily due to lower professional services fees. Overall operating expenses were consistent with the Preceding Quarter primarily due to higher personnel costs, offset by lower repairs and maintenance and other operating costs. Personnel costs were $7.3 million higher primarily due to the absence of a seasonal personnel cost benefit in Norway of $4.2 million in the Preceding Quarter, higher benefits costs of $1.8 million in Europe and the U.S. in the Current Quarter, and higher overtime costs of $0.8 million in the U.S and Trinidad. Repairs and maintenance costs were $5.3 million lower primarily due to higher vendor credits. Other operating expenses were $2.3 million lower primarily due to lower subcontractor costs of $1.8 million related to activity in Africa and Norway, and lower reimbursable expenses of $1.6 million in Europe, partially offset by higher freight costs of $0.9 million.
Government Services
Revenues from Government Services were $8.4 million higher in the Current Quarter primarily due to the ongoing transition of the Irish Coast Guard ("IRCG") contract, as an additional base commenced operations in the third quarter. Operating income was $2.6 million in the Current Quarter compared to an operating loss of $1.9 million in the Preceding Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $2.8 million and higher general and administrative expenses of $0.8 million. The increase in operating expenses was primarily due to higher other operating costs of $4.6 million due to higher subcontractor costs, increased amortization of deferred costs, and higher personnel costs of $2.2 million related to new Government Services contracts, partially offset by lower repairs and maintenance costs of $4.0 million due to higher vendor credits and the timing of repairs. The increase in general and administrative expenses was primarily due to higher professional services fees and personnel costs related to contract transitions.
Other Services
Revenues from Other Services were $3.8 million higher in the Current Quarter primarily due to higher activity in Australia of $4.8 million, partially offset by lower revenues of $1.1 million due to the conclusion of a dry-lease contract. Operating income was $2.0 million higher in the Current Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $1.9 million related to the increased activity in Australia.
Corporate
Operating income was $0.1 million in the Current Quarter compared to an operating loss of $2.5 million in the Preceding Quarter primarily due to increased gains on asset dispositions of $2.0 million and lower general and administrative expenses of $0.5 million. During the Current Quarter, the Company sold or otherwise disposed of two AW139 medium helicopters resulting in net gains of $8.2 million. During the Preceding Quarter, the Company sold or otherwise disposed of two AW139 medium helicopters resulting in net gains of $6.2 million. General and administrative expenses were lower due to decreased personnel costs.
Other, net
Other expense, net of $3.1 million in the Current Quarter resulted from foreign exchange losses. Other income, net of $17.6 million in the Preceding Quarter primarily resulted from foreign exchange gains.
Income tax benefit (expense)
Income tax benefit was $11.8 million in the Current Quarter compared to income tax expense of $20.4 million in the Preceding Quarter. The income tax benefit and resulting effective tax rate in the Current Quarter were impacted by a valuation allowance released in Australia, the earnings mix of the Company's global operations and higher deductible business interest expenses, partially offset by the recognition of certain deferred tax assets.
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Results of Operations for Current Year compared to Prior Year
(in thousands, except percentages)
The following table presents our operating results and other statement of operations information for the Current Year and Prior Year:
Nine Months Ended
September 30,
20252024Favorable
(Unfavorable)
Revenues:
Offshore Energy Services:
Europe$309,869 $322,053 $(12,184)(3.8)%
Americas287,744 278,668 9,076 3.3 %
Africa145,413 125,179 20,234 16.2 %
Total Offshore Energy Services743,026 725,900 17,126 2.4 %
Government Services279,340 247,096 32,244 13.0 %
Other Services90,882 88,969 1,913 2.2 %
Total revenues1,113,248 1,061,965 51,283 4.8 %
Operating income (loss):
Offshore Energy Services123,389 97,819 25,570 26.1 %
Government Services6,685 18,804 (12,119)(64.4)%
Other Services8,284 10,124 (1,840)(18.2)%
Corporate(11,635)(25,943)14,308 55.2 %
Total operating income126,723 100,804 25,919 25.7 %
Interest income6,419 6,652 (233)(3.5)%
Interest expense, net(29,486)(28,517)(969)(3.4)%
Other, net25,878 4,308 21,570 nm
Total other income (expense), net2,811 (17,557)20,368 nm
Income before income taxes129,534 83,247 46,287 55.6 %
Income tax expense(18,783)(20,145)1,362 6.8 %
Net income110,751 63,102 47,649 75.5 %
Net income attributable to noncontrolling interests(100)(98)(2)(2.0)%
Net income attributable to Bristow Group Inc.$110,651 $63,004 $47,647 75.6 %
Operating income margins:
Offshore Energy Services17 %13 %
Government Services2 %8 %
Other Services9 %11 %
Flight Hours by Segment
Nine Months Ended
September 30,
20252024Favorable
(Unfavorable)
Offshore Energy Services:
Europe26,057 28,889 (2,832)(9.8)%
Americas31,805 32,078 (273)(0.9)%
Africa14,026 12,707 1,319 10.4 %
Total Offshore Energy Services71,888 73,674 (1,786)(2.4)%
Government Services13,825 14,569 (744)(5.1)%
Other Services11,026 10,097 929 9.2 %
96,739 98,340 (1,601)(1.6)%
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Offshore Energy Services
Revenues from Offshore Energy Services were $17.1 million higher in the Current Year. Revenues in Africa were $20.2 million higher primarily due to higher utilization and additional aircraft capacity. Revenues in the Americas were $9.1 million higher primarily due to higher utilization in the U.S. and Brazil, which was partially offset by lower utilization in Trinidad and the absence of a one-time benefit in the Prior Year related to the transition from cash basis recognition to an accrual basis of accounting in Canada. Revenues in Europe were $12.2 million lower primarily due to lower utilization, partially offset by higher rates and favorable foreign exchange gains. Operating income was $25.6 million higher in the Current Year primarily due to the higher revenues coupled with lower general and administrative expenses of $5.1 million and lower operating expenses of $4.5 million, partially offset by lower earnings from unconsolidated affiliates of $1.9 million. The decrease in general and administrative expenses was primarily due to lower professional services fees, insurance and indirect tax expenses. Repairs and maintenance costs were $20.0 million lower primarily due to higher vendor credits. Fuel costs were $6.6 million lower due to lower global fuel prices and decreased flight hours in Europe. Insurance costs were $1.2 million lower primarily due to lower aircraft insurance premiums. Other operating expenses were $12.3 million higher primarily due to higher reimbursable expenses, freight, subcontractor and training costs. Personnel costs were $11.0 million higher primarily due to increased headcount in Africa and Brazil due to increased activity, higher compensation costs in Norway due to labor agreement escalations, and unfavorable foreign exchange impacts.
Government Services
Revenues from Government Services were $32.2 million higher in the Current Year due to the commencement of the IRCG contract and higher UKSAR revenues primarily due to favorable foreign exchange gains. Operating income was $12.1 million lower primarily due to higher expenses attributable to the commencement of new contracts in Ireland and the UK, partially offset by higher revenues. Operating expenses were $38.4 million higher primarily due to higher subcontractor costs of $20.6 million, higher amortization of deferred costs of $5.2 million, increased personnel costs of $9.5 million and other operating expenses of $6.9 million, partially offset by lower repairs and maintenance costs of $3.8 million primarily due to increased vendor credits. Additionally, general and administrative costs and depreciation and amortization expenses were $4.1 million and $1.9 million higher, respectively, primarily due to the ongoing transitions of the new Government Services contracts.
Other Services
Revenues from Other Services were $1.9 million higher in the Current Year primarily due to higher activity in Australia, partially offset by lower revenues due to the conclusion of certain dry-lease contracts. Operating income from Other Services was $1.8 million lower primarily due to higher operating expenses of $4.6 million, offsetting the higher revenues of $1.9 million and lower depreciation and amortization expenses of $0.7 million. The increase in operating expenses was comprised of higher other operating expense of $2.3 million, higher lease expenses of $1.2 million and higher personnel costs of $1.0 million. These increases were all primarily driven by increased fixed wing services activity in Australia and is the result of additional aircraft leases, increased headcount, ground handling costs and other variable expenses.
Corporate
Total operating losses for Corporate were $14.3 million lower than the Prior Year primarily due to increased gains on disposal of assets. During the Current Year, the Company sold or otherwise disposed of four AW139 medium helicopters and various other assets, resulting in net gains of $13.9 million. During the Prior Year, the Company sold or otherwise disposed of aircraft and other assets resulting in losses of $1.0 million.
Interest Expense, net
Interest expense, net was $1.0 million higher in the Current Year primarily due to higher interest on higher debt balances of $2.9 million and the acceleration of the amortization of deferred financing costs of $1.8 million due to the prepayment of principal on the UKSAR Debt, partially offset by higher capitalized interest on new aircraft of $3.9 million.
Other, net
Other income, net was $21.6 million higher in the Current Year primarily due to higher foreign exchange gains.
Income tax expense
Income tax expense was $1.4 million lower in the Current Year primarily due to a valuation allowance released
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in Australia, partially offset by the earnings mix of the Company’s global operations.
Liquidity and Capital Resources
General
As of September 30, 2025, we had $245.5 million of unrestricted cash and $67.9 million of remaining availability under our ABL Facility for total liquidity of $313.4 million. As of September 30, 2025, approximately 68% of our total cash balance was held outside the U.S. 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.
Summary of Cash Flows
Nine Months Ended
September 30,
20252024
(in thousands)
Cash flows provided by or (used in):
Operating activities$121,493 $126,366 
Investing activities(60,177)(167,442)
Financing activities(55,966)63,263 
Operating Activities
Operating cash flows were $4.9 million lower in the Current Year primarily due to an increase in net working capital uses, partially offset by an increase in operating income. Working capital uses of $49.3 million in the Current Year primarily resulted from increases in inventory to support new contracts and to mitigate risks related to supply chain constraints and an increase in other assets primarily related to start-up costs for new Government Services contracts. Working capital uses of $10.1 million in the Prior Year were primarily due to increases in inventory to support new contracts and to mitigate risks related to supply chain constraints.
Investing Activities
During the Current Year, net cash used in investing activities was $60.2 million consisting of:
•Capital expenditures of $112.9 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by
•Proceeds of $52.7 million from the sale of assets.
During the Prior Year, net cash used in investing activities was $167.4 million consisting of:
•Capital expenditures of $171.9 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, partially offset by
•Proceeds of $4.5 million from the sale of assets.
Financing Activities
During the Current Year, net cash used in financing activities was $56.0 million primarily consisting of:
•Repayments of debt of $53.7 million related to the principal on secured equipment term loans, and
•Stock repurchases of $9.1 million, partially offset by
•Proceeds from borrowings of $5.8 million.
During the Prior Year, net cash provided by financing activities was $63.3 million primarily consisting of:
•Proceeds from borrowings of $82.3 million, partially offset by
•Repayments of debt of $11.5 million primarily related to the principal on secured equipment term loans,
•Stock repurchases of $4.1 million, and
•Payments on debt issuance costs of $3.5 million.
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Effect of Exchange Rate Changes
The effect of exchange rate changes on cash and cash equivalents denominated in currencies other than the reporting currency are reflected in a separate line on the condensed consolidated statement of cash flows. Through our foreign operations, we are exposed to currency fluctuations, and changes in the value of the GBP relative to the U.S. dollar have the most significant impacts to the effect of exchange rate changes on our cash, cash equivalents and restricted cash.
Capital Allocation Framework
We consistently evaluate the best uses of our cash flow and aim to yield the highest value and return on capital. Our capital allocation strategy includes the following:
Balance Sheet:
•Protect and maintain a strong balance sheet and liquidity position by paying down debt to a balance of approximately $500 million gross debt by the end of 2026. During the nine months ended September 30, 2025, we made $40.1 million (£29.6 million) of accelerated principal payments on the UKSAR Debt in support of this target.
•Structure leases and debt to facilitate financial flexibility.
Growth:
•Pursue high impact, high return organic growth opportunities, which currently prioritizes the completion of the new IRCG and UKSAR2G contract transitions. We are also currently upgrading our fleet with new OES configured AW189 helicopters to meet customer demand and enhance profitability.
•Assess other growth opportunities through potential mergers and acquisitions. In addition, we are pursuing various Advanced Air Mobility (AAM) opportunities.
Shareholder Capital Returns:
•Opportunistically buy back shares using our $125 million share repurchase program. During the nine months ended September 30, 2025, we repurchased 123,966 shares of common stock in open market transactions for gross considerations of $4.0 million, which represents an average cost per share of $32.43. As of September 30, 2025, $121.0 million remained available of the $125.0 million stock purchase program authorized in February 2025.
•Plan to initiate a quarterly cash dividend program beginning in the first quarter of 2026, with an initial dividend payment of $0.125 per share ($0.50 per share annualized).
Material Cash Requirements
Our primary sources of liquidity include unrestricted cash balances, cash flows from operations, borrowings under our ABL Facility and, from time to time, we may obtain additional liquidity through the issuance of equity, debt, other financing options or through asset sales. Our primary uses of liquidity include working capital needs to fund operations, meeting our capital commitments and growth expenditure plans (including the purchase of aircraft, property and other equipment), the repurchase of stock or debt securities, payment of debt service obligations and executing on our other capital allocation targets.
As of September 30, 2025, we had no near-term debt maturities, other than the current portion of long-term debt of $22.1 million, and our total debt balance, net of deferred financing fees, was $675.0 million which was comprised of the 6.875% Senior Notes due in March 2028, the UKSAR Debt maturing in March 2036, and the IRCG Debt maturing in June 2031.
We believe that our cash flows from operations and other sources of liquidity will continue to be sufficient to meet working capital requirements, debt service obligations and capital expenditure commitments, while meeting capital allocation targets. Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for operations, debt service, capital expenditures and a reasonable return on investment.
Contractual Obligations and Commercial Commitments
We have various contractual obligations that are recorded as liabilities on our consolidated balance sheets. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our consolidated balance sheets.
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As of September 30, 2025, we had unfunded capital commitments of $115.9 million, consisting primarily of agreements to purchase seven AW189 heavy helicopters, which are scheduled to be delivered in 2025 and 2026. In addition, the Company has outstanding options to purchase up to ten additional AW189 helicopters and ten H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders.
Lease Obligations
From time to time, we may, under favorable market conditions and when necessary, enter into aircraft lease agreements in support of our global operations.
We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, land and facilities used in our operations. The related lease agreements, which range from non-cancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. As of September 30, 2025, aggregate undiscounted future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year were as follows (in thousands):
AircraftOtherTotal
Remaining in 2025$21,920 $3,032 $24,952 
202676,252 10,420 86,672 
202752,094 6,994 59,088 
202836,553 5,665 42,218 
202917,891 3,454 21,345 
Thereafter55,060 8,440 63,500 
$259,770 $38,005 $297,775 
Selected Financial Information on Guarantors of Securities
On February 25, 2021, the Company issued its 6.875% Senior Notes due 2028. The 6.875% Senior Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Company (collectively, the “Guarantors”). The Company 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 Company 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 6.875% Senior Notes, the holders of the 6.875% Senior Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Company.
None of the non-Guarantor subsidiaries of the Company are under any direct obligation to pay or otherwise fund amounts due on the 6.875% Senior 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 Company or Guarantors and sufficient cash or liquidity is not otherwise available, the Company or Guarantors may not be able to make principal and interest payments on their outstanding debt, including the 6.875% Senior Notes or the guarantees. The following selected financial information of the Guarantors presents a sufficient financial position of the Company to continue to fulfill its obligations under the requirements of the 6.875% Senior Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (in thousands).
September 30, 2025
Current assets$2,503,433 
Non-current assets$2,373,209 
Current liabilities$1,814,478 
Non-current liabilities$647,216 
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Nine Months Ended September 30, 2025
Total revenues$574,193 
Operating income$72,077 
Net income$90,191 
Net income attributable to Bristow Group Inc.$90,087 
Critical Accounting Estimates
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” of 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 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 in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates.
For additional information about our exposure to market risk, refer to Part II, 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 December 31, 2024.
Item 4. Controls and Procedures
With the participation of our Chief Executive Officer and Chief Financial Officer, 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 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, 2025.
During the quarter ended September 30, 2025, 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 1A. Risk Factors
For a detailed discussion of our risk factors, see Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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, 2025:
Total Number of Shares Purchased(1)
Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(2)
July 1, 2025 - July 31, 20254,722 $33.22 3,869 $120,988,358 
August 1, 2025 - August 31, 2025256 $32.99 256 $120,979,892 
September 1, 2025 - September 30, 202512,594 $37.70 — $120,979,892 
___________________________
(1)Reflects 13,447 shares purchased in connection with the surrender of stock by employees to satisfy certain tax withholding obligations from stock vesting. These repurchases are not a part of our publicly announced program and do not affect our Board-approved stock repurchase program.
(2) On February 26, 2025, the Company announced that its Board of Directors approved a new $125.0 million stock repurchase program. Purchases of the Company’s common stock under the stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions. The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit
Number		Description of Exhibit
3.1
3.2
3.3
3.4
31.1*
31.2*
32.1**
32.2**
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith.
**Furnished herewith.
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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,
Chief Financial Officer
 
By:/s/ Donna L. Anderson
Donna L. Anderson
Vice President,
Chief Accounting Officer
DATE: November 4, 2025
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