Bristow : J.P. Morgan Energy, Power & Renewables Conference

J.P. Morgan Energy,

Power & Renewables

Conference

June 18, 2024

Cautionary Statement Regarding Forward-Looking Statements

This presentation contains "forward-looking statements." Forward-looking statements represent Bristow Group Inc.'s (the "Company's") current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "project," or "continue," or other similar words and, for the avoidance of doubt, include all statements herein regarding the Company's financial outlook and targets for the periods mentioned and; the Company's operational outlook; references to backlog, to the extent backlog may be an indicator of future revenue; the Company's expectations regarding spending for offshore project FIDs over the next four years; the expectation that global floating rig demand will grow through 2028; the Company's plans and expectations with respect to government services contracts; projections with respect to the offshore helicopter market and the Company's helicopter fleet; and expectations with respect to EBITDA growth and the Company's capital allocation strategy. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management's current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company's actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements. Forward-looking statements (including the Company's financial outlook and targets for the periods mentioned and operational outlook) speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof except as may be required by applicable law. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: 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 fleet; 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 (including COVID-

1. 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 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; 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; the possibility of changes in tax, environmental and other laws and regulations and policies, including, without limitation, 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; 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; the effectiveness of our environmental, social and governance initiatives. If one or more of the foregoing risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Annual Report and in our filings with the United States Securities and Exchange Commission (the "SEC"), all of which are accessible on the SEC's website at www.sec.gov.

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Non-GAAP Financial Measures Reconciliation

In addition to financial results calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), this presentation includes certain non-GAAP measures including EBITDA, Adjusted EBITDA, Net Debt, Free Cash Flow and Adjusted Free Cash Flow. Each of these measures, detailed below, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in the Company's financial statements prepared in accordance with GAAP (including the notes), included in the Company's filings with the SEC and posted on the Company's website.

EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period and noted in the applicable reconciliation. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to the Company's ability to meet its future debt service, capital expenditures and working capital requirements and the financial performance of the Company's assets without regard to financing methods, capital structure or historical cost basis. Neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP. Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management's discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.

There are two main ways in which foreign currency fluctuations impact the Company's reported financials. The first is primarily non-cash foreign exchange gains (losses) that are reported in the Other Income line on the Income Statement. These are related to the revaluation of balance sheet items, typically do not impact cash flows, and thus are excluded in the Adjusted EBITDA presentation. The second is through impacts to certain revenue and expense items, which impact the Company's cash flows. The primary exposure is the GBP/USD exchange rate.

This presentation provides a reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands, unaudited). The Company is unable to provide a reconciliation of forecasted Adjusted EBITDA (non-GAAP) for 2024 and 2025 included in this presentation to projected net income (GAAP) for the same periods because components of the calculation are inherently unpredictable. The inability to forecast certain components of the calculation would significantly affect the accuracy of the reconciliation. Additionally, the Company does not provide guidance on the items used to reconcile projected Adjusted EBITDA due to the uncertainty regarding timing and estimates of such items. Therefore, the Company does not present a reconciliation of forecasted Adjusted EBITDA (non-GAAP) to net income (GAAP) for 2024, 2025 or 2026.

Free Cash Flow represents the Company's net cash provided by operating activities less maintenance capital expenditures. In prior periods, the Company's Free Cash Flow was calculated as net cash provided by (used in) operating activities plus proceeds from disposition of property and equipment less purchases of property and equipment. Management believes that the change in the Company's free cash flow calculation, as presented herein, better represents the Company's cash flow available for discretionary purposes, including growth capital expenditures. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude costs paid in relation to a PBH maintenance agreement buy-in, reorganization items, costs associated with recent mergers, acquisitions and ongoing integration efforts, as well as other special items which include nonrecurring professional services fees and other nonrecurring costs or costs that are not related to continuing business operations. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to the Company's ability to generate cash from the business. The GAAP measure most directly comparable to Free Cash Flow and Adjusted Free Cash Flow is net cash provided by operating activities. Since neither Free Cash Flow nor Adjusted Free Cash Flow is a recognized term under GAAP, they should not be used as an indicator of, or an alternative to, net cash provided by operating activities. Investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Free Cash Flow and Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, they may not be comparable to other similarly titled measures used by other companies.

The Company also presents Net Debt, which is a non-GAAP measure, defined as total principal balance on borrowings less unrestricted cash and cash equivalents. The GAAP measure most directly comparable to Net Debt is total debt. Since Net Debt is not a recognized term under GAAP, it should not be used as an indicator of, or an alternative to, total debt. Management uses Net Debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. Management believes this metric is useful to investors in determining the Company's leverage position since the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

A reconciliation of each of EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding gains or losses on asset dispositions, Free Cash Flow, Adjusted Free Cash Flow, and Net Debt is included elsewhere in this presentation.

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Company Overview

Safety Note

Safety is Bristow's #1

core value and highest operational priority

Bristow's fleet is

configured with advanced safety equipment

Robust safety management system (SMS)

With third-party accreditation resulting from numerous external audits

Bristow is a founding member of HeliOffshore, an industry association focused on safety, now with over 140 members from all regions of the world

5

Leading Global Provider of Innovative and Sustainable Vertical Flight Solutions

Presence on

6 Continents

Customers in

18 Countries

Aircraft Fleet(1) - 80% Owned

Publicly Traded on

NYSE (VTOL)

Operating Revenues by Region(2)

Global Employees

3,280 Total

825 Pilots

843 Mechanics

Operating Revenues by End Market(3)

		10%
31%		AW189
S92
		24%
	218	AW139
8%		8%
Fixed
Wing/ UAS		Other Heavy/
13%		6% Medium
Single Engine		Light Twin

10%

Africa

6%

Asia Pacific

$1.3 bn

30%

Americas

54%

Europe

8%	1%
Fixed Wing
Other
Services
26%
Government	$1.3 bn
Services
	65%
	Offshore
	Energy
	Services

1. As of 3/31/2024; see slide 33 for further details
2. Reflects LTM operating revenues by region as of 3/31/2024; see slide 40 for reconciliation
3. Reflects LTM operating revenues by end market as of 3/31/2024; see slide 39 for reconciliation

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Global Leader

Vertical Flight Solutions

Canada		United
	Kingdom
6 Aircraft
	39 Aircraft
	United	Ireland*
	6 Aircraft
	States
	68 Aircraft	Spain
	Dutch	3 Aircraft
Mexico	Caribbean
2 Aircraft	2 Aircraft

Trinidad

5 Aircraft

Suriname

2 Aircraft

	Brazil	Nigeria
	21 Aircraft
Chile	20 Aircraft
2 Aircraft

UK (Falkland

Islands)

4 Aircraft

Netherlands

3 Aircraft

Norway

28 Aircraft

India

2 Aircraft

Australia

11 Aircraft

		Presence on
		6 CONTINENTS
Aircraft Types	Customers in
•	Rotary Wing
18 COUNTRIES
•	Fixed Wing
•	Unmanned Aerial	11 AOCs
	Systems (UAS)
	("Air Operator Certificates")
Percentage and Number of Aircraft by Region
		6%
		Asia Pacific
	9%
	Africa	13
		20
		112
		73
	34%	51%
	Americas
	Europe
	Total Aircraft: 218

Canada	Mexico	United	Chile	Dutch	Trinidad	Suriname	Brazil	Ireland*	UK
Type of	Type of	States	Type of	Caribbean	Type of	Type of AC:	Type of	Type of AC:	(Falkland
AC: S92	AC:	Type of AC:	AC:	Type of AC:	AC:	AW139	AC:	AW189	Islands)
	AW139	A109, A119,	A119	AW139	AW139		AW139	Expected	Type of AC:
		AS350,						delivery 2024	S92, AW189
		AW139,

	AW189, H135,
As of March 31, 2024	S76, S92

Spain

Type of AC:

A119

United	Netherlands	Nigeria	Norway	India	Australia
Kingdom	Type of AC:	Type of AC:	Type of AC:	Type of AC:	Type of AC:
Type of AC:	AW189	AW189,	S92	AW139	E190, E170,
AW139,		AW139, S92,			EMB120
AW189, S92,		S76, ERJ135,
S100, AS365		ERJ145,
		H135

7

Contractual Backlog

~$4.2 BILLION

Total Backlog by End Market

Fixed Wing &

Other

$30mm 1%

	23%	Offshore
		Energy
Government		Services
	$1.0bn
Services

$3.2bn 76%

Expected Backlog By Year

	$0.5bn
	$0.6bn
	$0.5bn
	$0.4bn
$4.2bn	$0.3bn
$1.9bn

1. As of March 31, 2024
2. Only includes Monthly Standing Charge ("MSC") revenues. Does not include variable flight hour revenues
3. Only includes contracts longer than one year and does not include any short-term contracts, ad hoc activity or potential contract escalations
4. Reflects base contract duration for OES at current contractual rates but does not include options to extend. Includes extension option periods for Government Services contracts
5. Certain contracts are subject to provisions that allow customers to cancel upon notice. Potential future contract cancellations or modifications are not reflected in these amounts

8

Significant Upside via Opportunity to Raise Rates as Legacy OES Contracts Expire

~70% of OES Contracts Yet to Reset to Current Market

OES Contracts

Accelerating offshore energy upcycle, coupled with tight aircraft supply, continuing to drive rates higher

Contracts Reset

• Assets retired or sold to other markets during the last downturn
• Lack of new helicopter deliveries in the last 8 years
• Long lead-times for new builds

Typical payment models include:

• Monthly Standing Charge (MSC) + Fixed Hourly Rate (FHR)
• Ad hoc or pay as you use, and
• Other: block / slot model; consortium model

Typical OES revenues structure: ~65% MSC and ~35% FHR

Typical contract duration: 1 - 5 years, depending on the region and customer

30%

$3.5bn 70%

Reset Legacy

1. As of March 31, 2024
2. Percentages based on Large Aircraft Equivalent ("LACE"). Assumes LACE factor of 1 for Heavy Helicopters, 0.5 for Medium Helicopters and 0.25 for Light-Twin Engine Helicopters
3. Only includes contracts longer than one year and does not include any short-term contracts, ad hoc activity or potential contract escalations

9

Strong Balance Sheet and Liquidity Position

$140.6 million of unrestricted cash and total liquidity of $222.5 million(1)

In April 2024, the Company funded approximately £26 million of its previously announced £55 million upsizing of the NatWest Debt.

In June 2024, the Company entered into a long-term equipment financing for up to €100 million. The credit facility is expected to fund during 2024 and will support obligations under the IRCG contract(5)

Unfunded capital commitments of $349.3 million, consisting primarily of aircraft purchases

Illustrative Annual Debt Maturity Profile

$500

$400

$400
$300
$200
$100
											$50
					$10		$10		$10	$10	$10
$0	$13	$19	$19		$19	$19	$19	$19	$19	$19	$19	$19	$19	$5
	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036
			NatWest Debt		UKEF Debt	ABL Facility Commitment		Senior Secured Notes

Actual	Amount	Rate	Maturity
($mm, as of 3/31/2024)
Cash	$143
ABL Facility ($85mm)(2)	-	S+200 bps	May-27
Senior Secured Notes	400	6.875%	Mar-28
NatWest	158	S+275 bps	Mar-36
Total Debt(1)(3)	$ 558
Less: Unrestricted Cash	$ (141)
Net Debt	$ 417

Pro Forma	Amount	Rate	Maturity
ABL Facility ($85mm)(2)	$ -	S+200 bps	May-27
Senior Secured Notes	400	6.875%	Mar-28
NatWest Debt(4)	228	S+275 bps	Mar-36
UKEF Debt(5)	107	E+195 bps	Mar-36
Total Debt(3)	$ 735

1. Balances reflected as of 3/31/2024
2. As of 3/31/2024, the ABL facility had $3.1 million in letters of credit drawn against it and availability of $81.9million
3. Principal balance
4. The illustrative New NatWest Debt balance shown assumes a GBP/USD exchange rate of 1.27; assumes full utilization of £55mm facility announced in January 2024 at a rate of SONIA+275 basis points
5. The UKEF Debt assumes a EUR/USD rate of 1.08, at a rate of EURIBOR +195 basis points, €99mm of the €100mm facility is drawn and that Bristow exercises the full two-year availability period followed by a five-year term. No principal payments are required during the availability period.

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