Bristow Group Reports Financial Results For Its 2013 Fiscal Second Quarter And Six-Month Period Ended September 30, 2012

Bristow Group Reports Financial Results For Its 2013 Fiscal Second Quarter And
                  Six-Month Period Ended September 30, 2012

- QUARTER AND SIX MONTH GAAP NET INCOME OF $30 MILLION ($0.82 PER DILUTED
SHARE) AND $53 MILLION ($1.46 PER DILUTED SHARE)

- QUARTER AND SIX MONTH ADJUSTED NET INCOME OF $29 MILLION ($0.80 PER DILUTED
SHARE) AND $58 MILLION ($1.60 PER DILUTED SHARE), WHICH EXCLUDES THE IMPACT OF
ASSET DISPOSITIONS AND SPECIAL ITEMS

- RECORD QUARTER AND SIX MONTH OPERATING REVENUE OF $326 MILLION AND $647
MILLION WITH QUARTER AND SIX MONTH OPERATING CASH FLOW OF $79 MILLION AND $135
MILLION

- COMPANY REAFFIRMS GUIDANCE RANGE FOR FULL FISCAL YEAR 2013 ADJUSTED EPS AT
$3.25 - $3.55

PR Newswire

HOUSTON, Nov. 7, 2012

HOUSTON, Nov. 7, 2012 /PRNewswire/ --Bristow Group Inc. (NYSE: BRS) today
reported net income for the September 2012 quarter of $29.7 million or $0.82
per diluted share compared to net income of $2.7 million or $0.07 per diluted
share in the same period a year ago. Adjusted net income, which excludes
asset disposition effects and special items, was $29.2 million or $0.80 per
diluted share for the September 2012 quarter, an increase of $5.9 million or
$0.17 per diluted share over the September 2011 quarter.

Operating revenue for the September 2012 quarter increased approximately 10%
to $326.0 million from $297.1 million in the September 2011 quarter.

Adjusted earnings before interest, taxes, depreciation, amortization and rent
("Adjusted EBITDAR"), which excludes asset disposition effects and special
items, was $84.9 million for the September 2012 quarter compared to $71.2
million in the same period a year ago. Net cash provided by operating
activities totaled $79.5 million for the September 2012 quarter compared to
$64.1 million in the September 2011 quarter. As of September 30, 2012, cash
totaled $348.3 million and our total liquidity, which includes cash and
borrowing available on our revolving credit facility, was $507.7 million.

Net income and diluted earnings per share increased significantly over the
September 2011 quarter primarily as a result of the year-over-year increase in
operating revenue, an $11.0 million increase in earnings from unconsolidated
affiliates and the inclusion of $27.3 million in non-cash impairment charges
in the September 2011 quarter.

The significant increase in earnings from unconsolidated affiliates relates to
an improvement in earnings from our investment in Lider in Brazil primarily
resulting from the impact of foreign currency exchange rate changes as the
value of the Brazilian real has fluctuated significantly relative to the U.S.
dollar and a $2.3 million correction of a calculation error related to foreign
currency derivative transactions at Lider for the September 2012 quarter.

The year-over-year improvement in net income and diluted earnings per share
was partially offset by the following:

  oAn $8.4 million increase in general and administrative expense, primarily
    resulting from an increase in incentive compensation as a result of our
    stock price out-performing our peers,
  oA $2.6 million allowance for doubtful accounts recorded for accounts
    receivable due from ATP Oil and Gas Corporation ("ATP"), a client in the
    U.S. Gulf of Mexico, that is no longer considered probable of collection
    due to their filing for bankruptcy, and
  oIncreased rent expense resulting from increased leasing of aircraft as our
    operating lease strategy progresses.

After adjusting for asset disposition effects and special items in the
September 2012 and 2011 quarters, we realized an improvement in the financial
measures used by management to assess and measure our financial performance,
including a 19.2% improvement in adjusted EBITDAR, an improvement in adjusted
EBITDAR margin from 24.0% to 26.1%, a 25.2% improvement in adjusted net income
and a 27.0% improvement in adjusted diluted earnings per share. This
improvement was driven by strong revenue performance and the increase in
earnings from unconsolidated affiliates in the September 2012 quarter,
partially offset by the increases in general and administrative expense,
allowance for doubtful accounts and rent expense discussed above.

The allowance for doubtful accounts recorded for accounts receivable due from
ATP, while not adjusted for in these non-GAAP measures, resulted in a $0.05
decrease in diluted earnings per share in the September 2012 quarter.

"The strong performance we experienced in our fiscal 2013 first quarter
continued in the second quarter of fiscal 2013," said William E. Chiles,
President and Chief Executive Officer of Bristow Group. "We continue to
benefit from a turnaround in Australia and the U.S. Gulf of Mexico as well as
strength in the U.K. and Norway. Our fiscal 2013 and future year results
should benefit further from the investment in Cougar Helicopters completed in
October, along with financing transactions also completed in October to reduce
our cost of capital."

Mr. Chiles continued, "We are working hard to mitigate the impact of the
recent suspension of flight operations of sixteen large EC225 and AS332L2
aircraft across our fleet. Despite this situation, we are still expecting the
solid revenue growth experienced over the recent quarters to continue
throughout the remainder of fiscal 2013, and anticipate stronger adjusted
EBITDAR margins. During times like these, Bristow's financial strength and
commitment to operational excellence – to provide unmatched safety,
reliability and hassle-free service – is a key difference maker for our
clients. Our global management team is dedicated to continuing the service
excellence we provide to our clients and is working hard every day for all our
stakeholders."

SECOND QUARTER FY2013 BUSINESS UNIT RESULTS

There continues to be strong demand for our services both from new and
existing clients in the Northern North Sea and in Norway. To meet this
demand, we have added new large aircraft to our Europe Business Unit over the
past year. These new aircraft, as well as an overall increase in flying
activity, led to a 10% increase in operating revenue and a 21% increase in
adjusted EBITDAR over the September 2011 quarter. Adjusted EBITDAR margin of
34.6% improved from the prior year quarter's margin of 31.4%. We executed
operating leases for five large aircraft in this market in late fiscal year
2012 (one of which was a new delivery in the September 2012 quarter),
contributing to the increase in adjusted EBITDAR margin.

Activity levels continue to be strong in our West Africa Business Unit,
leading to a 7% increase in operating revenue over the September 2011
quarter. However, as a result of previously reported increases in maintenance
costs, adjusted EBITDAR and adjusted EBITDAR margin decreased by 20% and 25%,
respectively, compared with the September 2011 quarter. Maintenance expense
increased primarily due to aircraft undergoing scheduled major maintenance
during the September 2012 quarter.

As was the case in the first quarter of fiscal year 2012, the addition of S-92
large aircraft to our North America Business Unit continued to drive operating
improvement in the U.S. Gulf of Mexico in the second fiscal quarter, along
with the issuance of more drilling and completion permits. Operating revenue
increased 19% resulting from the addition of the new large aircraft despite no
significant change in flight hours from the September 2011 quarter. However,
operating results in the September 2012 quarter were impacted by an allowance
recorded against amounts due from ATP totaling $2.6 million. Excluding this
allowance, adjusted EBITDAR margin was 25.3% for the quarter, up from 20.6% in
the September 2011 quarter and 23.2% in the June 2012 quarter.

As a result of a 24% increase in flight activity in Australia, driven by new
contracts and increased ad hoc work, operating revenue increased by 26% in the
second fiscal quarter versus the September 2011 period. The increase in
operating revenue along with a significant reduction in costs more than
doubled Australia's adjusted EBITDAR to $10.8 million in the September 2012
quarter and nearly doubled adjusted EBITDAR margins to 28.0% in the second
fiscal quarter from 14.4% in the September 2011 quarter.

Our Other International Business Unit was positively affected by increased
earnings from Líder in Brazil, which increased from a loss of $6.6 million in
the September 2011 quarter to a gain of $4.6 million in the September 2012
quarter.

YTD FY2013 RESULTS

  oOperating revenue increased 11% to $646.6 million compared to $583.8
    million in the same period a year ago.
  oOperating income increased 90% to $87.3 million compared to $46.0 million
    in the same period a year ago.
  oNet income increased 125% to $53.3 million or $1.46 per diluted share
    compared to $23.8 million or $0.65 per diluted share in the same period a
    year ago. Adjusted net income increased 35% to $58.4 million or $1.60 per
    diluted share compared to $43.2 million or $1.18 per diluted share in the
    same period a year ago.
  oAdjusted EBITDAR increased 22% to $168.7 million compared to $138.3
    million in the same period a year ago. Net cash provided by operating
    activities totaled $134.9 million compared to $117.0 million in the same
    period a year ago.

RECENT AIRCRAFT INCIDENTS

On Monday, October 22, 2012, an incident occurred with an EC225 Super Puma
helicopter operated by another helicopter company, which resulted in a
controlled ditching on the North Sea, south of the Shetland Isles, U.K.
Following the ditching, all 19 passengers and crew were recovered safely and
without injuries.

Related to this incident, the Civil Aviation Authority ("CAA") in the U.K.
issued a safety directive on October 25, 2012, requiring operators to suspend
operations of the affected aircraft. As a result, we will not beflying a
total of sixteen large Eurocopter aircraft until further notice: eleven EC225
helicoptersin the U.K., three EC225 helicopters in Australia, one EC225
helicopter in Norway and one AS332L2 helicopter in Nigeria. Our other
aircraft, including search and rescue ("SAR") aircraft, continue to operate
globally.

In order to minimize or eliminate the impact on our clients, we have increased
utilization of other in-region aircraft and have implemented contingency plans
designed to mobilize additional available aircraft, including entering into an
agreement on November 7, 2012 to order ten Sikorsky S-92large aircraft and
obtain options for 16 Sikorsky S-92large aircraft. An incident involving
another operator and an EC225 helicopter in May 2012 that resulted in a
similar directive did not have a material financial impact on our company.
However, we are unable to determine whether this incident on October 22 and
the resulting actions taken by the CAA could have a material effect on our
business, financial condition or results of operations at this time.

COUGAR INVESTMENT

In early October 2012, we completed the acquisition of 40 newly issued Class B
shares ("Class B Shares") in the capital of Cougar Helicopters Inc.
("Cougar"), the largest offshore energy and search and rescue ("SAR")
helicopter service provider in Canada, and certain aircraft and facilities
used by Cougar in its operations, for $250 million, of which $23.8 million had
been previously paid for an aircraft and certain other advances, resulting in
a net cash outlay of $226.2 million. Cougar's operations are primarily
focused on serving the offshore oil and gas industry off Canada's Atlantic
coast and in the Arctic. The operating assets purchased include eight
Sikorsky S-92 large helicopters, inventory and helicopter passenger,
maintenance and SAR facilities located in St. John's, Newfoundland and
Labrador and Halifax, Nova Scotia. The purchased aircraft and facilities are
leased to Cougar on a long-term basis. The Class B Shares represent 25% of
the voting power and 40% of the economic interests in Cougar. Additionally,
the terms of the purchase agreement include a potential earn-out of $40
million payable over three years based on Cougar achieving certain agreed
performance targets.

FINANCING ACTIVITY

Subsequent to September 30, 2012, we raised $675 million through the offering
of $450 million 6 ¼% senior notes due 2011 ("6 ¼% senior notes") and proceeds
from a $225 million 364-day term loan ("364-day term loan"). Net proceeds for
the issuance of the 6 ¼% senior notes are being used to purchase and redeem
100% of our $350 million 7 ½% senior notes due 2017 and for general corporate
purposes, and proceeds from the 364-day term loan were used to complete the
Cougar investment.

DIVIDEND AND SHARE REPURCHASE AUTHORIZATION

On November 2, 2012, our Board of Directors declared a seventh consecutive
quarterly dividend. This dividend of $0.20 per share will be paid on December
14, 2012 to shareholders of record on November 30, 2012. Based on shares
outstanding at September 30, 2012, total dividend payments will be
approximately $7.2 million. Also on November 2, 2012, our Board of Directors
authorized the expenditure of up to $100 million to repurchase shares of our
common stock up to12 months from that date.

GUIDANCE

Bristow is reaffirming today the adjusted earnings per share guidance provided
in May 2012 for the full fiscal year 2013 of $3.25 to $3.55.

"Our 2013 guidance reaffirmation is based on the results of our strong first
half performance for the fiscal year and the contribution expected from our
recent investment in Cougar, taking into account uncertainty around the recent
suspension of operations of EC225 and AS332L2 aircraft," said Jonathan E.
Baliff, Senior Vice President and Chief Financial Officer of Bristow Group.
"In addition to the stronger performance and earnings per share growth year
over year, we continued to generate significant operating cash flow. This is
a testament to the hard work and proven results of our global operations and
commercial teams."

As a reminder, our earnings per share guidance does not include unrealized
gains and losses on disposals of assets as well as special items because their
timing and amounts are more variable and less predictable. This guidance is
based on current foreign currency exchange rates. In providing this guidance,
we have not included the impact of any changes in accounting standards nor any
impact from significant acquisitions and divestitures. Changes in events or
other circumstances that we cannot currently anticipate or predict could
result in earnings per share for fiscal year 2013 that are significantly above
or below this guidance, including the impact of the recent suspension of
operations of certain aircraft and changes in the market and industry.
Factors that could cause such changes are described below under
Forward-Looking Statements Disclosure.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m.
CT) on Thursday, November 8, 2012 to review financial results for the fiscal
year 2013 second quarter ended September 30, 2012. This release and the most
recent investor slide presentation are available in the investor relations
area of our web page at www.bristowgroup.com. The conference call can be
accessed as follows:

Via Webcast:

  oVisit Bristow Group's investor relations Web page at www.bristowgroup.com
  oLive: Click on the link for "Bristow Group Fiscal 2013 Second Quarter
    Earnings Conference Call"
  oReplay: A replay via webcast will be available approximately one hour
    after the call's completion and will be accessible for approximately 90
    days

Via Telephone within the U.S.:

  oLive: Dial toll free 1-800-762-8779
  oReplay: A telephone replay will be available through November 22, 2012 and
    may be accessed by calling toll free 1-800-406-7325, passcode: 4567605#

Via Telephone outside the U.S.:

  oLive: Dial 1-480-629-9645
  oReplay: A telephone replay will be available through November 22, 2012 and
    may be accessed by calling 1-303-590-3030, passcode: 4567605#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the
worldwide offshore energy industry based on the number of aircraft operated
and one of two helicopter service providers to the offshore energy industry
with global operations. The Company has major transportation operations in
the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other
major offshore oil and gas producing regions of the world, including Alaska,
Australia, Brazil, Canada, Russia and Trinidad. For more information, visit
the Company's website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. These forward-looking statements
include statements regarding earnings guidance, revenue growth, margins, the
impact of activity levels, business performance, the October 2012 incident and
resulting actions taken by the CAA in the U.K., and other market and industry
conditions. It is important to note that the Company's actual results could
differ materially from those projected in such forward-looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained
from time to time in the Company's SEC filings, including but not limited to
the Company's quarterly report on Form 10-Q for the quarter ended September
30, 2012 and the annual report on Form 10-K for the fiscal year ended March
31, 2012. Bristow Group Inc. disclaims any intention or obligation to revise
any forward-looking statements, including financial estimates, whether as a
result of new information, future events or otherwise.

Linda McNeill
Investor Relations
(713) 267-7622

(financial tables follow)



BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share

amounts, percentages and flight hours)

(Unaudited)
                             Three Months Ended      Six Months Ended
                             September 30,           September 30,
                             2012        2011        2012         2011
Gross revenue:
  Operating revenue from     $ 319,663   $ 288,780   $ 634,512    $ 565,809
  non-affiliates
  Operating revenue from       6,288       8,276       12,093       18,008
  affiliates
  Reimbursable revenue from    39,719      33,673      81,673       67,974
  non-affiliates
  Reimbursable revenue from    84          263         84           306
  affiliates
                               365,754     330,992     728,362      652,097
Operating expense:
  Direct cost                  224,495     203,635     447,263      400,257
  Reimbursable expense         38,634      32,770      78,806       65,904
  Impairment of inventories    —           24,610      —            24,610
  Depreciation and             23,321      25,431      44,693       48,139
  amortization
  General and                  37,708      29,303      72,685       68,948
  administrative
                               324,158     315,749     643,447      607,858
Loss on disposal of assets     (1,262)     (1,611)     (6,577)      (195)
Earnings from
unconsolidated affiliates,     6,994       (4,037)     8,983        1,956
net of losses
  Operating income             47,328      9,595       87,321       46,000
Interest income                263         153         351          324
Interest expense               (8,597)     (9,459)     (17,371)     (18,414)
Other income (expense), net    (218)       727         (1,149)      931
  Income before (provision)    38,776      1,016       69,152       28,841
  benefit for income taxes
(Provision) benefit for        (8,342)     1,945       (14,522)     (4,661)
income taxes
  Net income                   30,434      2,961       54,630       24,180
  Net income attributable
  to noncontrolling            (766)       (250)       (1,300)      (424)
  interests
  Net income attributable    $ 29,668    $ 2,711     $ 53,330     $ 23,756
  to Bristow Group
Diluted earnings per common  $ 0.82      $ 0.07      $ 1.46       $ 0.65
share
Operating margin               14.5    %   3.2     %   13.5     %   7.9      %
Flight hours                   55,038      56,005      110,166      110,061
Non-GAAP financial
measures:
  Adjusted operating income  $ 46,274    $ 38,493    $ 93,276     $ 73,482
  Adjusted operating margin    14.2    %   13.0    %   14.4     %   12.6     %
  Adjusted EBITDAR           $ 84,922    $ 71,235    $ 168,727    $ 138,260
  Adjusted EBITDAR margin      26.1    %   24.0    %   26.1     %   23.7     %
  Adjusted net income        $ 29,153    $ 23,287    $ 58,425     $ 43,227
  Adjusted diluted earnings  $ 0.80      $ 0.63      $ 1.60       $ 1.18
  per share



BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)
                                                   September 30,  March 31,
                                                   2012           2012
ASSETS
Current assets:
  Cash and cash equivalents                       $  348,349     $ 261,550
  Accounts receivable from non-affiliates             263,232       280,985
  Accounts receivable from affiliates                 3,640         5,235
  Inventories                                        158,949       157,825
  Assets held for sale                                19,552        18,710
  Prepaid expenses and other current assets          18,083        12,168
              Total current assets                   811,805       736,473
Investment in unconsolidated affiliates              214,620       205,100
Property and equipment – at cost:
  Land and buildings                                 84,068        80,835
  Aircraft and equipment                             2,064,285     2,099,642
                                                      2,148,353     2,180,477
  Less – Accumulated depreciation and                 (463,913)     (457,702)
  amortization
                                                      1,684,440     1,722,775
Goodwill                                             29,789        29,644
Other assets                                         44,814        46,371
Total assets                                       $  2,785,468   $ 2,740,363
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
  Accounts payable                                $  55,650      $ 56,084
  Accrued wages, benefits and related taxes          44,590        44,325
  Income taxes payable                               12,814        9,732
  Other accrued taxes                                8,226         5,486
  Deferred revenue                                   12,551        14,576
  Accrued maintenance and repairs                    18,790        14,252
  Accrued interest                                   2,258         2,300
  Other accrued liabilities                          27,013        23,005
  Deferred taxes                                     15,165        15,070
  Short-term borrowings and current maturities of     18,750        14,375
  long-term debt
              Total current liabilities              215,807       199,205
Long-term debt, less current maturities              715,936       742,870
Accrued pension liabilities                          112,221       111,742
Other liabilities and deferred credits               17,403        16,768
Deferred taxes                                       143,912       147,954
Stockholders' investment:
  Common stock                                       365           363
  Additional paid-in capital                         717,347       703,628
  Retained earnings                                  1,032,468     993,435
  Accumulated other comprehensive loss               (154,614)     (159,239)
  Treasury shares, at cost (526,895 shares)           (25,085)      (25,085)
Total Bristow Group Inc. stockholders' investment     1,570,481     1,513,102
Noncontrolling interests                             9,708         8,722
Total stockholders' investment                        1,580,189     1,521,824
Total liabilities and stockholders' investment     $  2,785,468   $ 2,740,363



BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)
                                                     Six Months Ended
                                                     September 30,
                                                     2012         2011
Cash flows from operating activities:
   Net income                                        $ 54,630     $ 24,180
Adjustments to reconcile net income to net cash
provided by operating activities:
   Depreciation and amortization                       44,693       48,139
   Deferred income taxes                               (4,592)      (10,237)
   Discount amortization on long-term debt             1,772        1,666
   Loss on disposal of assets                          6,577        195
   Impairment of inventories                           —            24,610
   Stock-based compensation                            5,523        7,480
   Equity in earnings from unconsolidated
   affiliates less than (in excess of)
                   dividends received                  (2,866)      5,285
   Tax benefit related to stock-based compensation     (433)        (109)
Increase (decrease) in cash resulting from changes
in:
   Accounts receivable                                 20,786       (6,352)
   Inventories                                         (46)         7,916
   Prepaid expenses and other assets                   729          3,297
   Accounts payable                                    (3,426)      5,382
   Accrued liabilities                                 11,777       4,863
   Other liabilities and deferred credits              (226)        678
Net cash provided by operating activities              134,898      116,993
Cash flows from investing activities:
   Capital expenditures                                (113,405)    (149,262)
   Proceeds from asset dispositions                    96,376       12,040
   Investment in unconsolidated affiliates             (7,153)      —
Net cash used in investing activities                  (24,182)     (137,222)
Cash flows from financing activities:
   Proceeds from borrowings                            —            88,493
   Repayment of debt                                   (24,300)     (32,518)
   Partial prepayment of put/call obligation           (33)         (31)
   Acquisition of noncontrolling interests             —            (262)
   Common stock dividends paid                         (14,297)     (10,833)
   Issuance of common stock                            7,869        1,629
   Tax benefit related to stock-based compensation     433          109
Net cash provided by (used in) financing activities    (30,328)     46,587
Effect of exchange rate changes on cash and cash       6,411        (2,440)
equivalents
Net increase in cash and cash equivalents              86,799       23,918
Cash and cash equivalents at beginning of period       261,550      116,361
Cash and cash equivalents at end of period           $ 348,349    $ 140,279



BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)
                                                     Six Months
                           Three Months Ended
                                                     Ended
                           September 30,
                                                     September 30,
                           2012         2011         2012         2011
Flight hours (excludes
Bristow Academy and
unconsolidated
affiliates):
     Europe^                15,900       15,341       33,136       29,523
     West Africa^           10,635       10,620       21,389       20,249
     North America^         20,561       20,858       40,730       41,292
     Australia^             2,961        2,379        5,753        5,761
     Other                   4,981        6,807        9,158        13,236
     International^
                             55,038       56,005       110,166      110,061
Operating revenue:
     Europe^              $ 124,993    $ 113,702    $ 248,228    $ 221,990
     West Africa^           65,273       61,076       131,628      113,327
     North America^         56,982       47,860       109,607      91,773
     Australia^             38,448       30,469       76,619       71,389
     Other                   32,085       35,191       65,312       69,740
     International^
     Corporate and           8,817        9,435        16,237       16,282
     other^
     Intrasegment            (647)        (677)        (1,026)      (684)
     eliminations^
         Consolidated      $ 325,951    $ 297,056    $ 646,605    $ 583,817
         total
Operating income (loss):
     Europe^              $ 27,008     $ 23,586     $ 48,884     $ 46,835
     West Africa^           13,430       16,120       29,561       27,351
     North America^         6,130        2,571        12,605       4,155
     Australia^             6,829        576          13,338       5,100
     Other                   10,354       2,089        17,741       13,999
     International^
     Corporate and           (15,161)     (33,736)     (28,231)     (51,245)
     other^
     Loss on disposal of     (1,262)      (1,611)      (6,577)      (195)
     assets
         Consolidated      $ 47,328     $ 9,595      $ 87,321     $ 46,000
         total
Operating margin:
     Europe^                21.6     %   20.7     %   19.7     %   21.1     %
     West Africa^           20.6     %   26.4     %   22.5     %   24.1     %
     North America^         10.8     %   5.4      %   11.5     %   4.5      %
     Australia^             17.8     %   1.9      %   17.4     %   7.1      %
     Other                   32.3     %   5.9      %   27.2     %   20.1     %
     International^
         Consolidated        14.5     %   3.2      %   13.5     %   7.9      %
         total
Adjusted EBITDAR:
     Europe^              $ 43,245     $ 35,690     $ 82,909     $ 71,390
     West Africa^           17,297       21,659       38,460       37,089
     North America^         11,767       9,848        23,967       16,115
     Australia^             10,766       4,397        21,091       12,678
     Other                   14,169       6,708        25,715       23,332
     International^
     Corporate and other     (12,322)     (7,067)      (23,415)     (22,344)
     ^ 
         Consolidated      $ 84,922     $ 71,235     $ 168,727    $ 138,260
         total
Adjusted EBITDAR
margin:
     Europe^                34.6     %   31.4     %   33.4     %   32.2     %
     West Africa^           26.5     %   35.5     %   29.2     %   32.7     %
     North America^         20.7     %   20.6     %   21.9     %   17.6     %
     Australia^             28.0     %   14.4     %   27.5     %   17.8     %
     Other                   44.2     %   19.1     %   39.4     %   33.5     %
     International^
         Consolidated        26.1     %   24.0     %   26.1     %   23.7     %
         total



BRISTOW GROUP INC. AND SUBSIDIARIES

AIRCRAFT COUNT

As of September 30, 2012

(Unaudited)
                   Aircraft in Consolidated
                  Fleet
                  Helicopters
                                                  Fixed          Unconsolidated
                  Small  Medium  Large  Training         Total
                                                  Wing   ^       Affiliates ^    Total
                                                         (1)(2)  (3)
Europe^          —      12      43     —         —      55      64              119
West Africa^     10     25      7      —         3      45      —               45
North America^   67     24      2      —         —      93      —               93
Australia^       2      10      13     —         —      25      —               25
Other             4      36      14     —         —      54      133             187
International^
Corporate and     —      —       —      77        —      77      —               77
other
Total^           83     107     79     77        3      349     197             546
Aircraft not
currently in
fleet: ^ (4)(5)
 On order^    —      —       30     —         —      30
 Under         —      12      37     —         —      49
option^
^(1)     Includes 20 aircraft held for sale and 57
         leased aircraft as follows:



                       Held for Sale Aircraft in
                      Consolidated Fleet
                      Helicopters
                      Small    Medium    Large    Training    Fixed    Total
                                                              Wing
 Europe            —        2         3        —           —        5
 West Africa      —        1         —        —           —        1
 North America     —        —         —        —           —        —
 Australia         —        2         1        —           —        3
 Other                1        10        —        —           —        11
 International
 Corporate and        —        —         —        —           —        —
 other
 Total             1        15        4        —           —        20
                       Leased Aircraft in Consolidated
                      Fleet
                      Helicopters
                      Small    Medium    Large    Training    Fixed    Total
                                                              Wing
 Europe            —        —         7        —           —        7
 West Africa       —        1         —        —           —        1
 North America     1        11        2        —           —        14
 Australia         2        —         3        —           —        5
 Other                —        —         —        —           —        —
 International
 Corporate and        —        —         —        30          —        30
 other
 Total             3        12        12       30          —        57

^(2) The average age of our fleet, excluding training aircraft, was 12 years
      as of September 30, 2012.
^(3) The 197 aircraft operated by our unconsolidated affiliates do not
      include those aircraft leased from us.
^(4) This table does not reflect aircraft which our unconsolidated affiliates
      may have on order or under option.
      On November 7, 2012, we entered into an agreement to order ten Sikorsky
      S-92large aircraft and obtain options for 16 Sikorsky S-92large
^(5) aircraft, which are reflected in this table. The aircraft orders have
      delivery dates in fiscal years 2014 and 2015. The aircraft options have
      delivery dates ranging from fiscal years 2015 to 2018.

BRISTOW GROUP INC. AND SUBSIDIARIES

GAAP RECONCILIATIONS
These financial measures have not been prepared in accordance with generally
accepted accounting principles ("GAAP") and have not been audited or reviewed
by our independent auditor. These financial measures are therefore considered
non-GAAP financial measures. Adjusted EBITDAR is calculated by taking our net
income and adjusting for interest expense, depreciation and amortization, rent
expense, benefit (provision) for income taxes, gain (loss) on disposal of
assets and special items, if any. Adjusted operating income, adjusted net
income and adjusted diluted earnings per share are each adjusted for gain
(loss) on disposal of assets and special items, if any, during the reported
periods. Management believes these non-GAAP financial measures provide
meaningful supplemental information regarding our results because they exclude
amounts that management does not consider when assessing and measuring the
operational and financial performance of the organization. A description of
the adjustments to and reconciliations of these non-GAAP financial measures to
the most comparable GAAP financial measures is as follows:
                             Three Months Ended       Six Months Ended
                             September 30,            September 30,
                             2012         2011        2012         2011
                             (In thousands, except per share amounts)

                             (Unaudited)
Adjusted operating income ^  $ 46,274     $ 38,493    $ 93,276     $ 73,482
              Loss on
              disposal of      (1,262)      (1,611)     (6,577)      (195)
              assets
              Special items    2,316        (27,287)    622          (27,287)
Operating income             $ 47,328     $ 9,595     $ 87,321     $ 46,000
Adjusted EBITDAR             $ 84,922     $ 71,235    $ 168,727    $ 138,260
              Loss on
              disposal of      (1,262)      (1,611)     (6,577)      (195)
              assets
              Special items    2,316        (24,610)    622          (24,610)
              Depreciation
              and              (23,321)     (25,431)    (44,693)     (48,139)
              amortization
              Rent expense     (15,282)     (9,108)     (31,556)     (18,061)
              Interest         (8,597)      (9,459)     (17,371)     (18,414)
              expense
              (Provision)
              benefit for      (8,342)      1,945       (14,522)     (4,661)
              income taxes
Net income                   $ 30,434     $ 2,961     $ 54,630     $ 24,180
Adjusted net income          $ 29,153     $ 23,287    $ 58,425     $ 43,227
              Loss on
              disposal of      (990)        (1,257)     (5,196)      (152)
              assets ^ (i)
              Special items    1,505        (19,319)    101          (19,319)
              ^ (i)
Net income attributable to   $ 29,668     $ 2,711     $ 53,330     $ 23,756
Bristow Group
Adjusted diluted earnings    $ 0.80       $ 0.63      $ 1.60       $ 1.18
per share
              Loss on
              disposal of      (0.03)       (0.03)      (0.14)       —
              assets ^ (i)
              Special items    0.04         (0.53)      —            (0.53)
              ^ (i)
Diluted earnings per share     0.82         0.07        1.46         0.65
       These amounts are presented after applying the appropriate tax effect
^(i)   to each item and dividing by the weighted average shares outstanding
       during the related period to calculate the earnings per share impact.

A correction of a calculation error related to Lider has been identified as a
special item for the September 2012 quarter and non-cash impairment charges
related to inventory spare parts and the abandonment of assets at the Creole,
Louisiana location have been identified as special items for the September
2011 quarter, as they are not considered by management to be part of our
normal and recurring operations when assessing and measuring the operational
and financial performance of the organization. The impact of these items on
our adjusted operating income, adjusted EBITDAR, adjusted net income and
adjusted diluted earnings per share is as follows:

                                   Three Months Ended
                                   September 30, 2012
                                                                     Adjusted

                                   Adjusted                          Diluted
                                              Adjusted   Adjusted
                                   Operating                         Earnings
                                              EBITDAR    Net Income
                                   Income                            Per

                                                                     Share
                                   (In thousands, except per share amounts)
 Lider correction                  $ (2,316)  $ (2,316)  $  (1,505)  $ (0.04)
        Total special items        $ (2,316)  $ (2,316)  $  (1,505)    (0.04)
                                   Three Months Ended
                                   September 30, 2011
                                                                     Adjusted

                                   Adjusted                          Diluted
                                              Adjusted   Adjusted
                                   Operating                         Earnings
                                              EBITDAR    Net Income
                                   Income                            Per

                                                                     Share
                                   (In thousands, except per share amounts)
 Impairment of inventories         $ 24,610   $ 24,610   $  17,579   $ 0.48
 Impairment of assets in Creole,     2,677      —           1,740      0.05
 Louisiana
        Total special items        $ 27,287   $ 24,610   $  19,319     0.53

A correction of a calculation error related to Lider and the severance costs
in the Southern North Sea have been identified as special items for the six
months ended September 30, 2012 and non-cash impairment charges related to
inventory spare parts and the abandonment of assets at the Creole, Louisiana
location have been identified as special items for the six months ended
September 30, 2011, as they are not considered by management to be part of our
normal and recurring operations when assessing and measuring the operational
and financial performance of the organization. The impact of these items on
our adjusted operating income, adjusted EBITDAR, adjusted net income and
adjusted diluted earnings per share is as follows:

                                   Six Months Ended
                                   September 30, 2012
                                                                     Adjusted

                                   Adjusted                          Diluted
                                              Adjusted   Adjusted
                                   Operating                         Earnings
                                              EBITDAR    Net Income
                                   Income                            Per

                                                                     Share
                                   (In thousands, except per share amounts)
 Lider correction                  $ (2,784)  $ (2,784)  $  (1,809)  $ (0.05)
 Severance costs for termination     2,162      2,162       1,708      0.05
 of contract
        Total special items        $ (622)    $ (622)    $  (101)      —
                                   Six Months Ended
                                   September 30, 2011
                                                                     Adjusted

                                   Adjusted                          Diluted
                                              Adjusted   Adjusted
                                   Operating                         Earnings
                                              EBITDAR    Net Income
                                   Income                            Per

                                                                     Share
                                   (In thousands, except per share amounts)
 Impairment of inventories         $ 24,610   $ 24,610   $  17,579   $ 0.48
 Impairment of assets in Creole,     2,677      —           1,740      0.05
 Louisiana
        Total special items        $ 27,287   $ 24,610   $  19,319     0.53



SOURCE Bristow Group Inc.

Website: http://www.bristowgroup.com
 
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