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Bristow Group Reports Financial Results For Its 2013 Fiscal Third Quarter And Nine-Month Period Ended December 31, 2012

Bristow Group Reports Financial Results For Its 2013 Fiscal Third Quarter And
                  Nine-Month Period Ended December 31, 2012

- QUARTER AND NINE MONTH GAAP NET INCOME OF $36 MILLION ($1.00 PER DILUTED
SHARE) AND $90 MILLION ($2.45 PER DILUTED SHARE)

- QUARTER AND NINE MONTH ADJUSTED NET INCOME OF $43 MILLION ($1.17 PER DILUTED
SHARE) AND $101 MILLION ($2.77 PER DILUTED SHARE), WHICH EXCLUDES THE IMPACT
OF ASSET DISPOSITIONS AND SPECIAL ITEMS

- QUARTER AND NINE MONTH OPERATING REVENUE OF $347 MILLION AND $993 MILLION
WITH QUARTER AND NINE MONTH OPERATING CASH FLOW OF $68 MILLION AND $203
MILLION

- COMPANY INCREASES GUIDANCE RANGE FOR FULL FISCAL YEAR 2013 ADJUSTED EPS FROM
$3.25 - $3.55 TO $3.60 - $3.85

PR Newswire

HOUSTON, Feb. 4, 2013

HOUSTON, Feb. 4, 2013 /PRNewswire/ --Bristow Group Inc. (NYSE: BRS) today
reported net income for the December 2012 quarter of $36.4 million or $1.00
per diluted share compared to net income of $25.5 million or $0.70 per diluted
share in the same period a year ago. Adjusted net income, which excludes
asset disposition effects and special items, was $42.6 million or $1.17 per
diluted share for the December 2012 quarter, an increase of $14.8 million or
$0.41 per diluted share over the December 2011 quarter.

Adjusted earnings before interest, taxes, depreciation, amortization and rent
("adjusted EBITDAR"), which excludes asset disposition effects and special
items, increased 34% to $109.2 million for the December 2012 quarter compared
to $81.8 million in the same period a year ago. Net cash provided by
operating activities totaled $67.8 million for the December 2012 quarter
compared to $76.9 million in the December 2011 quarter. As of December 31,
2012, cash totaled $231.9 million and our total liquidity, which includes cash
and borrowing availability under our revolving credit facility, was $431.3
million.

Operating revenue for the December 2012 quarter increased 17% to $346.7
million from $296.7 million in the December 2011 quarter primarily resulting
from:

  oThe addition of eight aircraft operating in Canada that contributed $13.8
    million in operating revenue ($8.2 million in North America and $5.6
    million in Corporate and other),
  oIncreases in operating revenue in Europe of $17.6 million, Australia of
    $8.1 million, West Africa of $9.7 million and the U.S. Gulf of Mexico of
    $9.0 million, each primarily related to the addition of new contracts and
    improvements in pricing, and
  oA favorable impact from changes in foreign currency exchange rates that
    increased gross revenue by $2.9 million (primarily in Europe).

Partially offsetting these increases was a decrease in operating revenue in
our Other International Business Unit of $5.2 million as a result of the end
of short-term contracts and a decline in activity in certain markets.

The December 2012 quarter's results also benefitted from a significant
increase in earnings from unconsolidated affiliates, related primarily to an
improvement in earnings from our investment in Lider in Brazil, which
increased from a loss of $0.4 million in the December 2011 quarter to earnings
of $4.2 million in the December 2012 quarter. The increase in earnings from
Lider is primarily due to additional aircraft on contract with the remaining
improvement of $1.7 million resulting from the impact of foreign currency
exchange rate changes.

Additionally, we recognized a pre-tax gain on disposal of assets in the
December 2012 quarter of $7.4 million compared to a pre-tax loss on disposal
of assets in the December 2011 quarter of $2.9 million.

The year-over-year improvement in operating income was driven primarily by the
items discussed above and partially offset by the following:

  oA $9.9 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,
  oAn increase in salaries and benefits of $8.6 million and maintenance
    expense of $7.7 million due to the increase in activity in certain markets
    and the addition of aircraft operating in Canada,
  oIncreased rent expense of $4.8 million resulting from a higher number of
    aircraft under operating leases, and
  oA $1.3 million allowance for doubtful accounts recorded for accounts
    receivable due from ATP, a client in the U.S. Gulf of Mexico, which is
    subject to a disgorgement agreement entered into in connection with ATP's
    bankruptcy.

As a result of the year-over-year improvement in operating income, net income
and diluted earnings per share each increased 43% over the December 2011
quarter. This improvement was partially offset by the impact of the early
retirement of the 7 ½% Senior Notes due 2017 ("7 ½% Senior Notes") and partial
repayment of the $225 million 364-day term loan (see Financing Activities
below). Adjusted diluted EPS, which excludes asset disposition effects and
special items, increased 54% over the December 2011 quarter driven by strong
revenue performance and the increase in earnings from unconsolidated
affiliates in the December 2012 quarter.

"I am proud of our global team of operations, commercial and support personnel
who continue to deliver operational excellence for our clients and valued
passengers in the face of significant industry challenges. The significant
increase in third quarter revenue, as well as strong earnings and cash flow,
are a testament to our commitment to operational excellence, especially to our
core value of safety," said William E. Chiles, President and Chief Executive
Officer of Bristow Group. "We continue to benefit from improved performance
in Australia, West Africa and the U.S. Gulf of Mexico as well as strength in
the U.K. and Norway led by increased activity and improved contract terms.
The recent investment in Cougar Helicopters delivered robust growth in this
quarter's financial performance, and future results should continue to benefit
from the outstanding personnel, asset quality and growth profile that Cougar
possesses."

Mr. Chiles continued, "We continue to work closely with our clients to
mitigate the impact of the aviation authority suspension of flight operations
of sixteen large Eurocopter EC225 Super Puma aircraft across our fleet.
Despite this situation, we are expecting the improved and consistent financial
results experienced over the recent quarters to continue throughout the
remainder of fiscal 2013. During times like these, Bristow's financial
strength and commitment to operational excellence – to provide unmatched
safety, reliability and hassle-free service – is proving to be a key
differentiator for our clients."

THIRD QUARTER FY2013 BUSINESS UNIT RESULTS

Our investment in the Atlantic Canada market through our affiliate
relationship with Cougar Helicopters Inc. ("Cougar") contributed to the
significant improvement in revenue and adjusted EBITDAR margins in North
America. Additionally, flight activity with medium and large aircraft in our
North America Business Unit continued to drive operating improvement in the
U.S. Gulf of Mexico in the December 2012 quarter. Operating revenue increased
39.8% resulting primarily from the additional activity of medium and large
aircraft despite no significant change in overall flight hours from the
December 2011 quarter. The Cougar investment combined with the increased
demand in the U.S. Gulf of Mexico increased North America's adjusted EBITDAR
and EBITDAR margin to $17.3 million and 29.1%, respectively, in the December
2012 quarter compared to $6.3 million and 14.8%, respectively, in the December
2011 quarter.

Prior to the suspension of operations of the twelve Eurocopter EC225 Super
Puma aircraft operating in the U.K., strong demand for our services, both from
new and existing clients in the Northern North Sea and in Norway, permitted us
to add seven new large aircraft to our Europe Business Unit over the past
year. These new aircraft, as well as an overall increase in pricing on many
of our existing contracts disclosed in the second quarter, led to a 16.5%
increase in operating revenue and a 49.7% increase in adjusted EBITDAR over
the December 2011 quarter. We executed operating leases for six new large
aircraft in this market in late fiscal year 2012 and fiscal year 2013,
contributing to the increase in adjusted EBITDAR margin. The additional
activity increased Europe's adjusted EBITDAR and EBITDAR margin to $49.1
million and 39.5%, respectively, in the December 2012 quarter compared to
$32.8 million and 30.7%, respectively, in the December 2011 quarter.

Activity levels continue to be strong in our West Africa Business Unit,
leading to a 14.5% increase in operating revenue over the December 2011
quarter. Adjusted EBITDAR and adjusted EBITDAR margin improved sequentially
from $17.3 million and 26.5%, respectively, in the September 2012 quarter to
$26.8 million and 35.0%, respectively, in the December 2012 quarter due to
strong activity levels. The additional activity increased West Africa's
adjusted EBITDAR to $26.8 million in the December 2012 quarter compared to
$24.8 million in the December 2011 quarter. However, as a result of increases
in salary and maintenance costs, adjusted EBITDAR margin decreased from 37.2%
in the December 2011 quarter to 35.0% in the December 2012 quarter.

As a result of a 34% increase in flight activity in Australia, driven by new
contracts and increased ad hoc work, operating revenue increased by 24.1% in
the December 2012 quarter versus the December 2011 quarter. The increase in
operating revenue improved Australia's adjusted EBITDAR and EBITDAR margin to
$11.4 million and 27.3%, respectively, in the December 2012 quarter compared
to $7.9 million and 23.5%, respectively, in the December 2011 quarter.

Our Other International Business Unit saw an increase in adjusted EBITDAR
margin to 55.7% in the December 2012 quarter primarily as a result of an
increase in earnings from unconsolidated affiliates related to our investment
in Lider, which contributed earnings of $4.2 million in the December 2012
quarter compared to a loss of $0.4 million during the December 2011 quarter.

YTD FY2013 RESULTS

  oOperating revenue increased 13% to $993.3 million compared to $880.5
    million for the same period a year ago.
  oOperating income increased 80% to $161.4 million compared to $89.6 million
    for the same period a year ago.
  oNet income increased 82% to $89.7 million or $2.45 per diluted share
    compared to $49.3 million or $1.34 per diluted share for the same period a
    year ago. Adjusted net income increased 43% to $101.3 million or $2.77
    per diluted share compared to $71.1 million or $1.93 per diluted share in
    the same period a year ago.
  oAdjusted EBITDAR increased 26% to $278.0 million compared to $220.0
    million for the same period a year ago. Net cash provided by operating
    activities totaled $202.7 million compared to $193.9 million for the same
    period a year ago.

COMPETITOR'S EUROCOPTER EC225 INCIDENT

On October 22, 2012, an incident occurred with a Eurocopter 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 Authorities ("CAAs") in the U.K.
and Norway issued safety directives in October 2012, requiring operators to
suspend operations of the affected aircraft. As a result, we will not be
operating a total of sixteen large Eurocopter EC225 Super Puma helicopters
until further notice: twelve in the U.K., three in Australia and one in
Norway. Our other commercial aircraft continue to operate globally.

In order to mitigate the impact of this suspension on our clients, we have
increased utilization of other in-region aircraft, implemented contingency
plans designed to return to service previously stored Eurocopter AS332L
helicopters not affected by the CAA safety directives and entered into an
agreement on November 7, 2012 to purchase ten Sikorsky S-92 large aircraft
with options for 16 more.

Currently, no contracts have been cancelled, and we believe we have the
contractual right to continue to receive the monthly standing charges billed
to our clients. However, in certain instances we are not receiving payment
for the monthly standing charges in a timely manner, and we are in discussions
with our clients regarding these charges. While the lack of timely payment of
these monthly standing charges did not have a material impact on the results
of operations for the three or nine months ended December 31, 2012, we are
currently unable to determine whether the October 22^nd incident and the
resulting actions taken by the CAAs will have a material adverse effect on our
future business, financial condition or results of operations.

COUGAR INVESTMENT

In early October 2012, we completed our investment in 40 newly issued Class B
shares ("Class B Shares") of the capital of Cougar, the largest offshore
energy and search and rescue ("SAR") helicopter service provider in Canada,
and certain aircraft, facilities and inventory 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. In addition to the $250 million initial cash consideration, 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 ACTIVITIES

During the December 2012 quarter, we raised $675 million through the offering
of $450 million of 6¼% senior notes due 2022 ("6 ¼% Senior Notes") and
proceeds from a $225 million 364-day term loan ("364-Day Term Loan"). Net
proceeds from the issuance of the 6 ¼% Senior Notes were used to purchase and
redeem all $350 million of our 7 ½% Senior Notes and for general corporate
purposes, and proceeds from the 364-Day Term Loan were used to complete the
Cougar investment. Additionally, in December 2012, we completed the sale and
leaseback of one large aircraft.

During the December 2012 quarter, we incurred $14.9 million in premium and
fees for the cash tender offer and redemption of the 7 ½% Senior Notes which
is included in extinguishment of debt on our condensed consolidated statements
of income. Additionally, we wrote-off $2.9 million of unamortized deferred
financing fees related to the 7 ½% Senior Notes, which is included in interest
expense on our condensed consolidated statements of income. On October 1,
2012, we entered into an agreement which provided for the 364-Day Term Loan.
Proceeds from the 364-Day Term Loan were used to finance the purchase of the
Class B Shares of Cougar in Canada and certain aircraft, facilities and
inventory used by Cougar in its operations. During the December 2012 quarter,
we repaid $115.0 million of the 364-Day Term Loan and wrote-off $1.5 million
of deferred financing fees included in interest expense on our condensed
consolidated statement of income.

DIVIDEND AND SHARE REPURCHASES

On January 31, 2013, our Board of Directors declared an eighth consecutive
quarterly dividend. This dividend of $0.20 per share will be paid on March
15, 2013 to shareholders of record on March 1, 2013. Based on shares
outstanding as of December 31, 2012, the total quarterly dividend payment 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 for up to 12 months from that date. During the
December 2012 quarter, we spent $1.2 million to repurchase 24,709 shares.

GUIDANCE

Bristow is increasing the adjusted earnings per share guidance range of $3.25
to $3.55 provided in May 2012 for the full fiscal year 2013 to $3.60 to $3.85.

"We have increased our fiscal 2013 guidance based on the strong results and
consistent performance of our first three fiscal quarters and the contribution
expected from our recent investment in Cougar, taking into account continued
uncertainty around the suspension of operations of our sixteen Eurocopter
EC225 Super Puma aircraft," said Jonathan E. Baliff, Senior Vice President and
Chief Financial Officer of Bristow Group. "In addition to the fiscal 2013
adjusted earnings per share guidance update, we are also now providing a long
term averageadjusted earnings growth rate of 10-15% per year as management's
perspective on the growth profile of our business in the long run. This is a
testament to our global operations and commercial teams' dedication to
operational excellence and the predictable business model for our clients and
shareholders."

As a reminder, our earnings per share guidance does not include gains and
losses on disposal 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 the impact
from any significant acquisitions and divestitures. Changes, 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
Eurocopter EC225 Super Puma 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 Tuesday, February 5, 2013 to review financial results for the fiscal
year 2013 third quarter ended December 31, 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 Third 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 1-877-941-6009
  oReplay: A telephone replay will be available through February 19, 2013 and
    may be accessed by calling toll free 1-800-406-7325, passcode: 4588197#

Via Telephone outside the U.S.:

  oLive: Dial 1-480-629-9818
  oReplay: A telephone replay will be available through February 19, 2013 and
    may be accessed by calling 1-303-590-3030, passcode: 4588197#

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 December 31,
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         Nine Months Ended
                           December 31,               December 31,
                           2012           2011        2012          2011
Gross revenue:
  Operating revenue from   $ 326,481    $ 290,848   $ 960,993     $ 856,657
  non-affiliates
  Operating revenue from     20,199       5,853       32,292        23,861
  affiliates
  Reimbursable revenue       41,657       34,557      123,330       102,531
  from non-affiliates
  Reimbursable revenue       132          77          216           383
  from affiliates
                             388,469      331,335     1,116,831     983,432
Operating expense:
  Direct cost                224,739      200,283     672,002       600,540
  Reimbursable expense       39,434       33,258      118,240       99,162
  Impairment of              —            —           —             24,610
  inventories
  Depreciation and           24,867       22,709      69,560        70,848
  amortization
  General and                41,623       31,768      114,308       100,716
  administrative
                             330,663      288,018     974,110       895,876
Gain (loss) on disposal      7,396        (2,865)     819           (3,060)
of assets
Earnings from
unconsolidated               8,918        3,101       17,901        5,057
affiliates, net of losses
  Operating income           74,120       43,553      161,441       89,553
Interest income              134          129         485           453
Interest expense             (14,742)     (9,756)     (32,113)      (28,170)
Extinguishment of debt       (14,932)     —           (14,932)      —
Other income (expense),      (106)        (323)       (1,255)       608
net
  Income before provision    44,474       33,603      113,626       62,444
  for income taxes
Provision for income         (7,788)      (7,118)     (22,310)      (11,779)
taxes
  Net income                 36,686       26,485      91,316        50,665
  Net income attributable
  to noncontrolling          (294)        (953)       (1,594)       (1,377)
  interests
  Net income attributable  $ 36,392     $ 25,532    $ 89,722      $ 49,288
  to Bristow Group
Diluted earnings per       $ 1.00       $ 0.70      $ 2.45        $ 1.34
common share
Operating margin             21.4     %   14.7    %   16.3      %   10.2     %
Flight hours                 49,733       50,849      159,899       160,910
Non-GAAP financial
measures:
  Adjusted operating       $ 66,724     $ 46,418    $ 160,000     $ 119,900
  income
  Adjusted operating         19.2     %   15.6    %   16.1      %   13.6     %
  margin
  Adjusted EBITDAR         $ 109,223    $ 81,769    $ 277,950     $ 220,029
  Adjusted EBITDAR margin    31.5     %   27.6    %   28.0      %   25.0     %
  Adjusted net income      $ 42,632     $ 27,790    $ 101,304     $ 71,089
  Adjusted diluted         $ 1.17       $ 0.76      $ 2.77        $ 1.93
  earnings per share

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)
                                                     December 31,  March 31,
                                                     2012          2012
ASSETS
Current assets:
 Cash and cash equivalents                           $  231,898    $ 261,550
 Accounts receivable from non-affiliates                267,549      280,985
 Accounts receivable from affiliates                    7,206        5,235
 Inventories                                            169,255      157,825
 Assets held for sale                                   14,828       18,710
 Prepaid expenses and other current assets              23,195       12,168
              Total current assets                      713,931      736,473
Investment in unconsolidated affiliates                 267,225      205,100
Property and equipment – at cost:
 Land and buildings                                     107,057      80,835
 Aircraft and equipment                                 2,357,774    2,099,642
                                                        2,464,831    2,180,477
 Less – Accumulated depreciation and amortization       (480,393)    (457,702)
                                                        1,984,438    1,722,775
Goodwill                                                29,826       29,644
Other assets                                            55,138       46,371
Total assets                                         $  3,050,558  $ 2,740,363
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
 Accounts payable                                    $  62,864     $ 56,084
 Accrued wages, benefits and related taxes              50,526       44,325
 Income taxes payable                                   12,908       9,732
 Other accrued taxes                                    7,818        5,486
 Deferred revenue                                       19,581       14,576
 Accrued maintenance and repairs                        18,344       14,252
 Accrued interest                                       6,435        2,300
 Other accrued liabilities                              27,123       23,005
 Deferred taxes                                         12,173       15,070
 Short-term borrowings and current maturities of        130,313      14,375
 long-term debt
              Total current liabilities                 348,085      199,205
Long-term debt, less current maturities                 770,262      742,870
Accrued pension liabilities                             115,721      111,742
Other liabilities and deferred credits                  52,350       16,768
Deferred taxes                                          147,316      147,954
Commitments and contingencies
Stockholders' investment:
 Common stock                                           366          363
 Additional paid-in capital                             724,805      703,628
 Retained earnings                                      1,061,648    993,435
 Accumulated other comprehensive loss                   (153,679)    (159,239)
 Treasury shares, at cost                               (26,304)     (25,085)
Total Bristow Group Inc. stockholders' investment       1,606,836    1,513,102
Noncontrolling interests                                9,988        8,722
Total stockholders' investment                          1,616,824    1,521,824
Total liabilities and stockholders' investment       $  3,050,558  $ 2,740,363

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)
                                                      Nine Months Ended
                                                      December 31,
                                                      2012         2011
Cash flows from operating activities:
  Net income                                          $ 91,316     $ 50,665
Adjustments to reconcile net income to net cash
provided by operating activities:
  Depreciation and amortization                         69,560       70,848
  Deferred income taxes                                 (5,170)      (6,816)
  Write-off of deferred financing fees                  2,889        —
  Discount amortization on long-term debt               2,663        2,507
  (Gain) loss on disposal of assets                     (819)        3,060
  Impairment of inventories                             —            24,610
  Extinguishment of debt                                14,932       —
  Stock-based compensation                              9,008        9,664
  Equity in earnings from unconsolidated affiliates
  (in excess of) less than dividends received           (4,343)      7,716
  Tax benefit related to stock-based compensation       (361)        (130)
Increase (decrease) in cash resulting from changes
in:
  Accounts receivable                                   6,732        21,677
  Inventories                                           (10,039)     6,921
  Prepaid expenses and other assets                     (8,038)      7,382
  Accounts payable                                      2,554        (15,741)
  Accrued liabilities                                   28,029       8,741
  Other liabilities and deferred credits                3,810        2,838
Net cash provided by operating activities               202,723      193,942
Cash flows from investing activities:
  Capital expenditures                                  (427,370)    (250,425)
  Proceeds from asset dispositions                      130,922      103,537
  Investment in unconsolidated affiliate                (51,179)     —
Net cash used in investing activities                   (347,627)    (146,888)
Cash flows from financing activities:
  Proceeds from borrowings                              675,000      159,993
  Debt issuance costs                                   (10,345)     (871)
  Repayment of debt and debt redemption premiums        (549,234)    (36,214)
  Partial prepayment of put/call obligation             (48)         (47)
  Acquisition of noncontrolling interests               —            (262)
  Repurchase of common stock                            (1,218)      (25,085)
  Common stock dividends paid                           (21,509)     (16,236)
  Issuance of common stock                              11,515       2,611
  Tax benefit related to stock-based compensation       361          130
Net cash (used in) provided by financing activities     104,522      84,019
Effect of exchange rate changes on cash and cash        10,730       (2,526)
equivalents
Net increase in cash and cash equivalents               (29,652)     128,547
Cash and cash equivalents at beginning of period        261,550      116,361
Cash and cash equivalents at end of period            $ 231,898    $ 244,908

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)
                            Three Months             Nine Months

                            Ended                    Ended

                            December 31,             December 31,
                            2012         2011        2012           2011
Flight hours (excludes
Bristow Academy and
unconsolidated
affiliates):
     Europe                   14,399       14,009      47,535       43,532
     West Africa              11,060       11,034      32,449       31,283
     North America            17,159       17,609      57,889       58,901
     Australia                3,247        2,425       9,000        8,186
     Other International      3,868        5,772       13,026       19,008
                              49,733       50,849      159,899      160,910
Operating revenue:
     Europe                 $ 124,418    $ 106,837   $ 372,646    $ 328,827
     West Africa              76,541       66,866      208,169      180,193
     North America            59,327       42,430      168,934      134,203
     Australia                41,554       33,490      118,173      104,879
     Other International      31,983       37,207      97,295       106,947
     Corporate and other      13,786       10,261      30,023       26,543
     Intrasegment             (929)        (390)       (1,955)      (1,074)
     eliminations
        Consolidated total  $ 346,680    $ 296,701   $ 993,285    $ 880,518
Operating income (loss):
     Europe                 $ 31,235     $ 20,792    $ 80,119     $ 67,627
     West Africa              22,883       18,130      52,444       45,481
     North America            8,560        1,834       21,165       5,989
     Australia                6,237        3,139       19,575       8,239
     Other International      13,754       12,453      31,495       26,452
     Corporate and other      (15,945)     (9,930)     (44,176)     (61,175)
     Loss on disposal of      7,396        (2,865)     819          (3,060)
     assets
        Consolidated total  $ 74,120     $ 43,553    $ 161,441    $ 89,553
Operating margin:
     Europe                   25.1     %   19.5    %   21.5     %   20.6     %
     West Africa              29.9     %   27.1    %   25.2     %   25.2     %
     North America            14.4     %   4.3     %   12.5     %   4.5      %
     Australia                15.0     %   9.4     %   16.6     %   7.9      %
     Other International      43.0     %   33.5    %   32.4     %   24.7     %
        Consolidated total    21.4     %   14.7    %   16.3     %   10.2     %
Adjusted EBITDAR:
     Europe                 $ 49,095     $ 32,802    $ 132,004    $ 104,192
     West Africa              26,826       24,846      65,286       61,935
     North America            17,279       6,267       41,246       22,382
     Australia                11,351       7,885       32,442       20,563
     Other International      17,814       17,800      43,529       41,132
     Corporate and other      (13,142)     (7,831)     (36,557)     (30,175)
        Consolidated total  $ 109,223    $ 81,769    $ 277,950    $ 220,029
Adjusted EBITDAR margin:
     Europe                   39.5     %   30.7    %   35.4     %   31.7     %
     West Africa              35.0     %   37.2    %   31.4     %   34.4     %
     North America            29.1     %   14.8    %   24.4     %   16.7     %
     Australia                27.3     %   23.5    %   27.5     %   19.6     %
     Other International      55.7     %   47.8    %   44.7     %   38.5     %
        Consolidated total    31.5     %   27.6    %   28.0     %   25.0     %

BRISTOW GROUP INC. AND SUBSIDIARIES

AIRCRAFT COUNT

As of December 31, 2012

(Unaudited)
                 Aircraft in Consolidated
                Fleet
                
                Helicopters
                                                Fixed  Total   Unconsolidated
                Small  Medium  Large  Training         ^                       Total
                                                Wing   (1)(2)  Affiliates ^
                                                               (3)
Europe          —      12      48     —         —      60      64              124
West Africa     9      25      6      —         3      43      —               43
North America   66     24      10     —         —      100     —               100
Australia       2      10      13     —         —      25      —               25
Other           3      33      14     —         —      50      136             186
International
Corporate and   —      —       —      78        —      78      —               78
other
Total           80     104     91     78        3      356     200             556
Aircraft not
currently in
fleet: ^ (4)
 On order    —      10      27     —         —      37
 Under       —      28      37     —         —      65
option

_________

^(1) Includes 17 aircraft held for sale and 61 leased aircraft as follows:

                       Held for Sale Aircraft in
                      Consolidated Fleet
                       Helicopters
                                                              Fixed
                      Small    Medium    Large    Training             Total
                                                              Wing
 Europe            —        2         2        —           —        4
 West Africa      —        1         —        —           —        1
 North America     —        —         —        —           —        —
 Australia         —        4         —        —           —        4
 Other                —        8         —        —           —        8
 International
 Corporate and        —        —         —        —           —        —
 other
 Total             —        15        2        —           —        17
                       Leased Aircraft in Consolidated
                      Fleet
                       Helicopters
                                                              Fixed
                      Small    Medium    Large    Training             Total
                                                              Wing
 Europe            —        —         10       —           —        10
 West Africa       —        1         —        —           —        1
 North America     1        11        2        —           —        14
 Australia         2        —         3        —           —        5
 Other                —        —         —        —           —        —
 International
 Corporate and        —        —         —        31          —        31
 other
 Total             3        12        15       31          —        61

^(2) The average age of our fleet, excluding training aircraft, was 11 years
      as of December 31, 2012.
^(3) The 200 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.

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, as further
discussed in the Company's quarterly report on Form 10-Q for the quarter ended
December 31, 2012. 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       Nine Months Ended
                              December 31,             December 31,
                              2012        2011        2012         2011
                              (In thousands, except per share amounts)
Adjusted operating income     $ 66,724     $ 46,418    $ 160,000    $ 119,900
 Gain (loss) on disposal of     7,396        (2,865)     819          (3,060)
 assets
 Special items                  —            —           622          (27,287)
Operating income              $ 74,120     $ 43,553    $ 161,441    $ 89,553
Adjusted EBITDAR              $ 109,223    $ 81,769    $ 277,950    $ 220,029
 Gain (loss) on disposal of     7,396        (2,865)     819          (3,060)
 assets
 Special items                  (14,932)     —           (14,310)     (24,610)
 Depreciation and               (24,867)     (22,709)    (69,560)     (70,848)
 amortization
 Rent expense                   (17,604)     (12,836)    (49,160)     (30,897)
 Interest expense               (14,742)     (9,756)     (32,113)     (28,170)
 Provision for income taxes     (7,788)      (7,118)     (22,310)     (11,779)
Net income                    $ 36,686     $ 26,485    $ 91,316     $ 50,665
Adjusted net income           $ 42,632     $ 27,790    $ 101,304    $ 71,089
 Gain (loss) on disposal of     6,101        (2,258)     658          (2,482)
 assets ^ (i)
 Special items ^ (i)            (12,341)     —           (12,240)     (19,319)
Net income attributable to    $ 36,392     $ 25,532    $ 89,722     $ 49,288
Bristow Group
Adjusted diluted earnings     $ 1.17       $ 0.76      $ 2.77       $ 1.93
per share
 Gain (loss) on disposal of     0.17         (0.06)      0.02         (0.07)
 assets ^ (i)
 Special items ^ (i)            (0.34)       —           (0.33)       (0.53)
Diluted earnings per share      1.00         0.70        2.45         1.34

_________

     These amounts are presented after applying the appropriate tax effect to
^(i) each item and dividing by the weighted average shares outstanding during
     the related period to calculate the earnings per share impact.

The 7 ½% Senior Notes retirement (the premium and write-off of deferred
financing fees) and write-off of deferred financing fees for the 364-Day Term
Loan have been identified as special items for the three months ended December
31, 2012 as they are not considered by management to be part of our normal
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
                                   December 31, 2012
                                                                     Adjusted

                                   Adjusted                          Diluted
                                              Adjusted  Adjusted
                                   Operating                         Earnings
                                              EBITDAR   Net Income
                                   Income                            Per

                                                                     Share
                                   (In thousands, except per share amounts)
 7 ½% Senior Notes retirement      $    —     $ 14,932  $  11,377   $   0.31
 364-Day Term Loan financing fees       —       —          964          0.03
        Total special items        $    —     $ 14,932  $  12,341       0.34

A correction of a calculation error related to Lider severance costs in the
Southern North Sea, the 7 ½% Senior Notes retirement (the premium and
write-off of deferred financing costs) and write-off of deferred financing
fees for the 364-Day Term Loan have been identified as special items for the
nine months ended December 31, 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 nine months ended
December 31, 2011 as they are not considered by management to be part of our
normal 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:

                                   Nine Months Ended
                                   December 31, 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 a contract
 7 ½% Senior Notes retirement       —          14,932      11,377     0.31
 364-Day Term Loan financing fees    —          —           964        0.03
         Total special items       $ (622)    $ 14,310   $  12,240     0.33
                                   Nine Months Ended
                                   December 31, 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             2,677      —           1,740      0.05
 Creole,Louisiana
         Total special items       $ 27,287   $ 24,610   $  19,319     0.53



SOURCE Bristow Group Inc.

Website: http://www.bristowgroup.com