Bristow Group Reports Strong Financial Results For Its 2014 Fiscal Second Quarter And Six Months Ended September 30, 2013

  Bristow Group Reports Strong Financial Results For Its 2014 Fiscal Second
               Quarter And Six Months Ended September 30, 2013

- SECOND QUARTER AND SIX MONTH GAAP NET INCOME OF $110.6 MILLION ($3.01 PER
DILUTED SHARE) AND $137.5 MILLION ($3.75 PER DILUTED SHARE), INCLUDING A GAIN
ON SALE OF AN UNCONSOLIDATED AFFILIATE OF $103.9 MILLION ($1.85 PER DILUTED
SHARE)

- SECOND QUARTER AND SIX MONTH ADJUSTED NET INCOME OF $46.5 MILLION ($1.27 PER
DILUTED SHARE) AND $83.5 MILLION ($2.28 PER DILUTED SHARE), WHICH EXCLUDES THE
IMPACT OF ASSET DISPOSITIONS AND SPECIAL ITEMS (INCLUDING THE GAIN ON SALE OF
AN UNCONSOLIDATED AFFILIATE)

- COMPANY INCREASES GUIDANCE FOR FULL FISCAL YEAR 2014 ADJUSTED EPS TO $4.25 -
$4.55

PR Newswire

HOUSTON, Nov. 7, 2013

HOUSTON, Nov.7, 2013 /PRNewswire/ --Bristow Group Inc. (NYSE: BRS) today
reported net income for the September 2013 quarter of $110.6 million, or $3.01
per diluted share, compared to net income of $29.7 million, or $0.82 per
diluted share, in the same period a year ago.

The results for both the quarter and six-month period include a significant
gain on the sale of the FB Entities, an unconsolidated U.K. affiliate, of
$103.9 million, or $1.85 per diluted share. Adjusted net income, which
excludes special items and asset disposition effects, including this gain,
increased 60% to $46.5 million, or $1.27 per diluted share, for the September
2013 quarter, compared to $29.2 million or $0.80 per diluted share, in the
September 2012 quarter.

Adjusted earnings before interest, taxes, depreciation, amortization and rent
("adjusted EBITDAR"), which also excludes special items and asset disposition
effects, was $108.5 million for the September 2013 quarter compared to $84.9
million in the same period a year ago, an increase of 28%. Net cash provided
by operating activities totaled $96.1 million for the September 2013 quarter
compared to $79.5 million in the September 2012 quarter.

The improvement in adjusted EBITDAR, adjusted net income and adjusted diluted
earnings per share for the September 2013 quarter compared to the September
2012 quarter was primarily driven by:

  oImproved pricing and increased activity with new and existing clients in
    our Europe and West Africa Business Units, and
  oAircraft operating in Canada for our Canadian affiliate, Cougar
    Helicopters Inc. ("Cougar"), beginning in October 2012.

This improvement was partially offset by:

  oA decrease in small aircraft activity in our U.S. Gulf of Mexico and
    Alaska operations, and
  oThe end of short-term contracts and costs incurred in anticipation of new
    contracts that start during the fourth quarter of fiscal year 2014 in
    Australia.

"Similar to our first quarter of fiscal 2014, the second quarter was a record
quarter for Bristow, with continued excellent top-line growth and improved
margins compared to last year. I am particularly proud of our team's focus as
these results were achieved during a quarter in which a number of industry
challenges arose," said William E. Chiles, President and Chief Executive
Officer of Bristow Group.

"Our results in Europe now include operations from our search and rescue bases
in Sumburgh and Stornoway in the U.K., where we've flown over 120 missions to
date. Combined with the continued contribution from West Africa and Brazil,
both sequential and year over year quarterly adjusted EBITDAR margins
improved."

"Our Cougar affiliate in Atlantic Canada notably improved our business in
North America. When combined with actions we are taking to restructure the
Gulf of Mexico for more medium and large aircraft operations, Bristow is
poised to further capitalize on deepwater expansion."

Mr. Chiles continued, "We saw five of our Eurocopter EC225s return to full
revenue service in the September quarter, with the operational modifications
progressing. The commercial re-entry of these aircraft continues and we
expect our full EC225 fleet to be available for a return to revenue service
over the second half of fiscal 2014. Our team's excellent first half
performance and our belief in a solid second half performance allow us to
increase our adjusted EPS fiscal 2014 guidance range to $4.25 to $4.55."

SECOND QUARTER FY2014 RESULTS

  oOperating revenue increased 16% to $378.6 million compared to $326.0
    million in the same period a year ago.
  oOperating income increased 14% to $53.9 million compared to $47.3 million
    in the September 2012 quarter.
  oOur GAAP net income increased by 273% to $110.6 million, or $3.01 per
    diluted share, compared to $29.7 million, or $0.82 per diluted share, in
    the September 2012 quarter.
  oOur GAAP results for the September 2013 quarter were impacted by the
    following items that are excluded from our adjusted non-GAAP financial
    measures for the quarter:

       oThe sale of our 50% interest in the FB Entities for £74 million, or
         approximately $112.2 million, resulting in a pre-tax gain of $103.9
         million included as gain on sale of unconsolidated affiliate. This
         special item increased net income by $67.9 million and earnings per
         share by $1.85,
       oA loss on disposal of assets of $3.1 million, which compares to a
         loss of $1.3 million in the September 2012 quarter,
       o$1.5 million in inventory allowances as a result of our review of
         excess inventory on aircraft model types we sold or classified all or
         a significant portion of as held for sale, and
       oA charge of $0.5 million in costs associated with the planned closure
         of our Alaska operations which related primarily to employee
         severance and retention costs. We expect to incur approximately $3.5
         million in additional costs related mostly to severance and retention
         through August 2014 to provide services for the remainder of the
         applicable remaining client contract terms and close our Alaska
         operations.

  oAdjusted net income, which excludes special items and asset disposition
    effects, increased 60% to $46.5 million, or $1.27 per diluted share,
    compared to $29.2 million, or $0.80 per diluted share, in the September
    2012 quarter.
  oAdjusted EBITDAR, which excludes special items and asset disposition
    effects, increased 28% to $108.5 million compared to $84.9 million in the
    same period a year ago.
  oCash as of September30, 2013 totaled $313.5 million compared to $215.6
    million as of March31, 2013. Our total liquidity, including cash on hand
    and availability on our revolving credit facility, was $618.0 million as
    of September30, 2013 compared to $415.0 million as of March31, 2013, a
    49% increase.

SECOND QUARTER FY2014 BUSINESS UNIT RESULTS

Europe Business Unit

The addition of new large aircraft, along with an overall increase in activity
with existing clients and new contracts primarily in the U.K. Northern North
Sea, resulted in increased revenue of $24.1 million and were the primary
contributors to revenue growth in our Europe Business Unit. We increased our
fleet in this region by executing operating leases for new large oil and gas
aircraft beginning in late fiscal year 2012 and continuing through the
September 2013 quarter, with the addition of the four search and rescue
("SAR") aircraft. Adjusted EBITDAR increased almost 28% year-over-year;
however, adjusted EBITDAR margin increased only slightly to 35.3% in the
September 2013 quarter compared to 34.6% in the September 2012 quarter
primarily due to maintenance and salary increases year over year. Sequential
quarterly adjusted EBITDAR margins improved to 35.3% in the September 2013
quarter from 30.3% in the June 2013 quarter due to a full quarter of
contribution from SAR work.

West Africa Business Unit

Activity levels continued to be strong in our West Africa Business Unit,
leading to a 16.2% increase in operating revenue for the September 2013
quarter compared to the September 2012 quarter. The increase in revenue and a
decrease in import duties, partially offset by an increase in base repairs and
maintenance expense as well as aircraft maintenance expense resulted in a
33.4% improvement in adjusted EBITDAR compared with September 2012 quarter as
well as an increase in adjusted EBITDAR margins to 30.4% for the September
2013 quarter compared to 26.5% for the September 2012 quarter.

North America Business Unit

Our entry into the Atlantic Canada region through our investment in Cougar in
October 2012 drove the improvement in revenue, adjusted EBITDAR and adjusted
EBITDAR margin in North America. Aircraft operating for Cougar in Canada
contributed $8.2 million in revenue in the September 2013 quarter. Driven
primarily by the revenue generated from new aircraft operating in Canada and
the lower level of bad debt expense in September 2013, North America's
adjusted EBITDAR and adjusted EBITDAR margin improved to $18.7 million and
31.0%, respectively, in the September 2013 quarter compared to $11.8 million
and 20.7%, respectively, in the September 2012 quarter.

Offsetting this improvement was a decline in activity in our U.S. Gulf of
Mexico business, primarily related to small aircraft. We recognize that the
current operating environment in the North America business unit is
challenging for our fleet mix and we are proactively restructuring our
business by exiting the Alaska market and selling smaller aircraft with a
long-term strategy of operating larger aircraft to service deepwater client
contracts in the U.S. Gulf of Mexico.

Australia Business Unit

Operating revenue for Australia decreased 8.1% from $38.4 million in the
September 2012 quarter to $35.3 million in the September 2013 due to the end
of short-term contracts and the impact of foreign currency exchange rate
changes. As a result of costs incurred in the September 2013 quarter in
anticipation of client contracts that start in the fourth quarter of this
current fiscal year, adjusted EBITDAR and adjusted EBITDAR margin decreased in
the September 2013 quarter to $7.4 million and 21.0%, respectively, from $10.8
million and 28.0%, respectively, in the September 2012 quarter. We continue to
incur salaries and benefits, depreciation, insurance, training and lease costs
in anticipation of the new contracts that start during the fourth quarter of
fiscal year 2014.

Other International Business Unit

Operating revenue for our Other International Business Unit increased slightly
due to an increase in activity in Trinidad and Brazil, partially offset by a
decline in revenue resulting from the end of a short-term contract in Guyana,
a decline in aircraft on contract in Mexico and Malaysia and a decline in
activity in Russia. Adjusted EBITDAR and adjusted EBITDAR margin for the
September 2013 quarter decreased to $12.6 million and 39.3%, respectively,
compared to $14.2 million and 44.2%, respectively, in the September 2012
quarter, primarily due to a decline in aircraft on contract in Malaysia and a
decline in activity and higher maintenance expense in Russia, partially offset
by higher activity in Trinidad.

UPDATE ON EC225 OPERATIONS

Eurocopter, the manufacturer of the EC225 Super Puma aircraft, has indicated
that they have determined the root causes of the gear shaft failure in the
EC225 that occurred in 2012. This determination has been reviewed and verified
by airworthiness authorities and independent third parties. The definitive
solution to the problem will be a redesign of the gear shaft with earliest
possible anticipated availability being in the middle of calendar year 2014.
However, in July 2013 the European Aviation Safety Authority (the "EASA")
issued an airworthiness directive providing for interim solutions involving
minor aircraft modifications and new maintenance/operating procedures for
mitigating shaft failure and enhancing early detection.

The Civil Aviation Authorities in the U.K. and Norway have issued safety
directives, which superseded and revoked the safety directive of October 2012
and now permit a return to service of the EC225 aircraft over harsh
environments conditional upon compliance with the EASA airworthiness
directive. We have commenced the required modifications and are carrying out
the required inspections on our EC225 fleet in the U.K., Norway and Australia.

On August 23, 2013, an AS332L2, operated by another helicopter company in our
industry, ditched near Sumburgh Airport in the U.K. resulting in the loss of
four lives. To date, the investigation has not found any evidence of a
technical fault and the ongoing work by the U.K. Air Accidents Investigation
Branch continues to focus on the operational aspects of the flight.

Currently, no client contracts have been cancelled in connection with the
suspension in operations of the EC225 aircraft or AS332L2 ditching and we
believe we have the contractual right to continue to receive monthly standing
charges billed to our clients. In certain instances, we have agreed to
reduced monthly standing charge billings for the affected aircraft. We have
been able to substantially replace the lost utilization from the EC225
aircraft with other aircraft, mitigating the impact on our results of
operations during the September 2013 quarter.

The current situation will continue until the necessary modifications are made
to the EC225 fleet and we are confident that the interim modifications will
allow us to operate the aircraft safely. Some of our EC225 fleet have
commenced returning to service in September 2013 andthe operational
modification process is progressing. Until the fleet is again fully
operational and under commercial arrangements similar to before the
operational suspension, this situation could have a material adverse effect on
our future business, financial condition and results of operations.

Following the August 2013 accident and in conjunction with two other
helicopter operators in the U.K., we have embarked upon a Joint Operator's
Review of Safety to review current processes, procedures and equipment in
order to identify best practice in the offshore helicopter industry, with a
view to further enhancing safety for our clients and crew. Bristow Group
willreadily and activelyparticipate in a United Kingdom Parliamentary
Inquiry on helicopter safety which commenced November 6, 2013 with written
submissions requested by December 20, 2013.

DIVIDEND AND SHARE REPURCHASE

On November 5, 2013, our Board of Directors approved our eleventh consecutive
quarterly dividend. This dividend of $0.25 per share will be paid on December
13, 2013 to shareholders of record on November 29, 2013 and is 67% higher than
the first dividend paid in June 2011. Based on shares outstanding as of
September30, 2013, the total quarterly dividend payment will be approximately
$9.2 million. Additionally, our Board of Directors extended the date to
repurchase up to $100 million of shares of our Common Stock to November 5,
2014.

GUIDANCE

We are revising our adjusted diluted earnings per share guidance for the full
fiscal year 2014 to $4.25 to $4.55, a $0.05 increase at each end of the range,
reflecting our expectation for continued growth, and improving operational and
capital efficiency.

"Our continued improvement in operating and commercial performance has
delivered strong financial results, as seen in the over 28% growth in adjusted
EBITDAR and 59% growth in adjusted EPS over the same period a year ago," said
Jonathan E. Baliff, Senior Vice President and Chief Financial Officer of
Bristow Group.

"Combined with the proceeds from the recent sale of our interest in the FB
Entities, we have increased our overall liquidity by 49% to $618.0 million for
oil and gas and civilian SAR growth. This prudent balance sheet management
commitment combined with our commitment to a growing quarterly dividend and
potential share repurchases, provides our existing and future investors a
unique, long term, and worthwhile path to invest in this industry."

As a reminder, our earnings per share guidance does not include the effects of
asset dispositions and 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 and any impact from significant
acquisitions or divestitures. Events or other circumstances that we do not
currently anticipate or cannot predict including any issues involved with the
return to full revenue service of the EC225 aircraft and changes in the market
and industry, could result in earnings per share for fiscal year 2014 that are
significantly above or below this guidance. Factors that could cause such
changes are described below under the Forward-Looking Statements Disclosure
and the Risk Factors in our quarterly report on Form 10-Q for the quarter
ended September 30, 2013 and annual report on Form 10-K for the fiscal year
ended March 31, 2013.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m.
CT) on Friday, November 8, 2013 to review financial results for the fiscal
year 2014 second quarter ended September30, 2013. 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 2014 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 1-866-225-8754
  oReplay: A telephone replay will be available through November 22, 2013 and
    may be accessed by calling toll free 1-800-406-7325, passcode: 4644904#

Via Telephone outside the U.S.:

  oLive: Dial 1-480-629-9818
  oReplay: A telephone replay will be available through November 22, 2013 and
    may be accessed by calling 1-303-590-3030, passcode: 4644904#

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
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, EC225 return to service,
capital allocation strategy, operational and capital performance, shareholder
return, liquidity and 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. Risks and uncertainties include without
limitation: fluctuations in the demand for our services; fluctuations in
worldwide prices of and demand for natural gas and oil; fluctuations in levels
of natural gas and oil exploration and development activities; the impact of
competition; actions by customers; the risk of reductions in spending on
helicopter services by governmental agencies; changes in tax and other laws
and regulations; changes in foreign exchange rates and controls; risks
associated with international operations; operating risks inherent in our
business, including the possibility of declining safety performance; general
economic conditions including the capital and credit markets; our ability to
obtain financing; the risk of grounding of segments of our fleet for extended
periods of time or indefinitely; our ability to re-deploy our aircraft to
regions with greater demand; our ability to acquire additional aircraft and
dispose of older aircraft through sales into the aftermarket; the possibility
that we do not achieve the anticipated benefit of our fleet investment
program; availability of employees; and political instability, war or acts of
terrorism in any of the countries where we operate. 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, 2013 and annual report
on Form 10-K for the fiscal year ended March 31, 2013. 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 and percentages)
(Unaudited)
                            Three Months Ended       Six Months Ended
                            September 30,            September 30,
                            2013         2012         2013         2012
Gross revenue:
Operating revenue from      $ 353,849    $ 319,663    $ 690,097    $ 634,512
non-affiliates
Operating revenue from      24,781       6,288        48,080       12,093
affiliates
Reimbursable revenue from   38,698       39,719       78,080       81,673
non-affiliates
Reimbursable revenue from   —            84           65           84
affiliates
                            417,328      365,754      816,322      728,362
Operating expense:
Direct cost                 256,766      224,495      512,022      447,263
Reimbursable expense        36,314       38,634       73,057       78,806
Depreciation and            23,858       23,321       46,677       44,693
amortization
General and administrative  46,479       37,708       86,787       72,685
                            363,417      324,158      718,543      643,447
Loss on disposal of assets  (3,064)      (1,262)      (4,785)      (6,577)
Earnings from
unconsolidated affiliates,  3,088        6,994        17,060       8,983
net of losses
Operating income            53,935       47,328       110,054      87,321
Interest income             762          263          881          351
Interest expense            (9,078)      (8,597)      (29,448)     (17,371)
Gain on sale of             103,924      —            103,924      —
unconsolidated affiliate
Other income (expense), net 1,487        (218)        121          (1,149)
Income before provision for 151,030      38,776       185,532      69,152
income taxes
Provision for income taxes  (41,146)     (8,342)      (48,736)     (14,522)
Net income                 109,884      30,434       136,796      54,630
Net income attributable to  722          (766)        696          (1,300)
noncontrolling interests
Net income attributable to  $ 110,606    $ 29,668     $ 137,492    $ 53,330
Bristow Group
Earnings per common share:
Basic                       $ 3.04       $ 0.83       $ 3.79       $ 1.49
Diluted                     $ 3.01       $ 0.82       $ 3.75       $ 1.46
Non-GAAAP measures:
Adjusted operating income  $ 59,087     $ 46,274     $ 117,752    $ 93,276
Adjusted operating margin   15.6      %  14.2      %  16.0      %  14.4      %
Adjusted EBITDAR            $ 108,508    $ 84,922     $ 211,806    $ 168,727
Adjusted EBITDAR margin     28.7      %  26.1      %  28.7      %  26.1      %
Adjusted net income         $ 46,504     $ 29,153     $ 83,544     $ 58,425
Adjusted diluted earnings   $ 1.27       $ 0.80       $ 2.28       $ 1.60
per share



BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
                                                 September 30,  March 31, 
                                                 2013           2013
ASSETS
Current assets:
Cash and cash equivalents                        $  313,521      $ 215,623
Accounts receivable from non-affiliates          232,767         254,520
Accounts receivable from affiliates              8,109           8,261
Inventories                                      158,622         153,969
Assets held for sale                             26,719          8,290
Prepaid expenses and other current assets        30,950          35,095
Total current assets                             770,688         675,758
Investment in unconsolidated affiliates          272,345         272,123
Property and equipment – at cost:
Land and buildings                               111,406         108,593
Aircraft and equipment                           2,441,399       2,306,054
                                                 2,552,805       2,414,647
Less – Accumulated depreciation and              (518,142)       (493,575)
amortization
                                                 2,034,663       1,921,072
Goodwill                                         29,804          28,897
Other assets                                     58,492          52,842
Total assets                                     $  3,165,992    $ 2,950,692
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable                                 $  70,157       $ 69,821
Accrued wages, benefits and related taxes        49,122          56,084
Income taxes payable                             32,964          11,659
Other accrued taxes                              9,592           7,938
Deferred revenue                                 21,405          21,646
Accrued maintenance and repairs                  17,109          15,391
Accrued interest                                 15,690          14,249
Other accrued liabilities                        23,869          20,714
Deferred taxes                                   2,394           —
Short-term borrowings and current maturities of  6,989           22,323
long-term debt
Total current liabilities                        249,291         239,825
Long-term debt, less current maturities          824,094         764,946
Accrued pension liabilities                      127,296         126,647
Other liabilities and deferred credits           49,529          57,196
Deferred taxes                                   155,303         151,121
Stockholders' investment:
Common stock                                     372             367
Additional paid-in capital                       752,614         731,883
Retained earnings                                1,214,157       1,094,803
Accumulated other comprehensive loss             (188,476)       (199,683)
Treasury shares                                  (26,304)        (26,304)
Total Bristow Group stockholders' investment     1,752,363       1,601,066
Noncontrolling interests                         8,116           9,891
Total stockholders' investment                   1,760,479       1,610,957
Total liabilities and stockholders' investment   $  3,165,992    $ 2,950,692



BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                                                       Six Months Ended
                                                       September 30,
                                                       2013        2012
Cash flows from operating activities:
Net income                                             $ 136,796   $ 54,630
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                          46,677      44,693
Deferred income taxes                                  7,352       (4,592)
Write-off of deferred financing fees                   12,733      —
Discount amortization on long-term debt                1,722       1,772
Loss on disposal of assets                             4,785       6,577
Gain on sale of unconsolidated affiliate               (103,924)   —
Stock-based compensation                               6,625       5,523
Equity in earnings from unconsolidated affiliates (in  (8,061)     (2,866)
excess of) less than dividends received
Tax benefit related to stock-based compensation        (4,234)     (433)
Increase (decrease) in cash resulting from changes
in:
Accounts receivable                                    28,508      20,786
Inventories                                            1,926       (46)
Prepaid expenses and other assets                      8,940       729
Accounts payable                                       (2,577)     (3,426)
Accrued liabilities                                    5,756       11,777
Other liabilities and deferred credits                 (10,548)    (226)
Net cash provided by operating activities              132,476     134,898
Cash flows from investing activities:
Capital expenditures                                   (339,559)   (113,405)
Proceeds from asset dispositions                       155,603     96,376
Proceeds from sale of unconsolidated affiliate         112,210     —
Investment in unconsolidated affiliate                 —           (7,153)
Net cash used in investing activities                  (71,746)    (24,182)
Cash flows from financing activities:
Proceeds from borrowings                               160,146     —
Debt issuance costs                                    (15,152)    —
Repayment of debt                                      (117,748)   (24,300)
Partial prepayment of put/call obligation              (27)        (33)
Common stock dividends paid                            (18,138)    (14,297)
Issuance of common stock                               11,550      7,869
Tax benefit related to stock-based compensation        4,234       433
Net cash provided by (used in) financing activities    24,865      (30,328)
Effect of exchange rate changes on cash and cash       12,303      6,411
equivalents
Net increase in cash and cash equivalents              97,898      86,799
Cash and cash equivalents at beginning of period       215,623     261,550
Cash and cash equivalents at end of period             $ 313,521   $ 348,349



BRISTOW GROUP INC. AND SUBSIDIARIES
SELECTED OPERATING DATA
(In thousands, except flight hours and percentages)
(Unaudited)
                            Three Months Ended       Six Months Ended
                            September 30,            September 30,
                            2013         2012         2013         2012
Flight hours (excluding
Bristow Academy and
unconsolidated
affiliates):
Europe                      16,871       15,900       33,165       33,136
West Africa                 11,396       10,635       23,112       21,389
North America               16,419       20,561       32,341       40,730
Australia                   2,263        2,961        5,057        5,753
Other International         3,633        4,981        6,998        9,158
Consolidated                50,582       55,038       100,673      110,166
Operating revenue:
Europe                      $ 156,352    $ 124,993    $ 293,511    $ 248,228
West Africa                 75,875       65,273       151,654      131,628
North America               60,353       56,982       118,588      109,607
Australia                   35,326       38,448       73,539       76,619
Other International         32,150       32,085       65,043       65,312
Corporate and other         19,793       8,817        37,908       16,237
Intra-business unit         (1,219)      (647)        (2,066)      (1,026)
eliminations
Consolidated                $ 378,630    $ 325,951    $ 738,177    $ 646,605
Operating income (loss):
Europe                      $ 32,958     $ 27,008     $ 52,979     $ 48,884
West Africa                 18,231       13,430       37,484       29,561
North America               9,164        6,130        17,287       12,605
Australia                   2,508        6,829        5,788        13,338
Other International         8,654        10,354       27,096       17,741
Corporate and other         (14,516)     (15,161)     (25,795)     (28,231)
Loss on disposal of assets  (3,064)      (1,262)      (4,785)      (6,577)
Consolidated                $ 53,935     $ 47,328     $ 110,054    $ 87,321
Operating margin:
Europe                      21.1      %  21.6      %  18.1      %  19.7      %
West Africa                 24.0      %  20.6      %  24.7      %  22.5      %
North America               15.2      %  10.8      %  14.6      %  11.5      %
Australia                   7.1       %  17.8      %  7.9       %  17.4      %
Other International         26.9      %  32.3      %  41.7      %  27.2      %
Consolidated                14.2      %  14.5      %  14.9      %  13.5      %
Adjusted EBITDAR:
Europe                      $ 55,190     $ 43,245     $ 96,682     $ 82,909
West Africa                 23,075       17,297       46,795       38,460
North America               18,692       11,767       35,715       23,967
Australia                   7,413        10,766       14,187       21,091
Other International         12,648       14,169       34,833       25,715
Corporate and other         (8,510)      (12,322)     (16,406)     (23,415)
Consolidated                $ 108,508    $ 84,922     $ 211,806    $ 168,727
Adjusted EBITDAR margin:
Europe                      35.3      %  34.6      %  32.9      %  33.4      %
West Africa                 30.4      %  26.5      %  30.9      %  29.2      %
North America               31.0      %  20.7      %  30.1      %  21.9      %
Australia                   21.0      %  28.0      %  19.3      %  27.5      %
Other International         39.3      %  44.2      %  53.6      %  39.4      %
Consolidated                28.7      %  26.1      %  28.7      %  26.1      %



BRISTOW GROUP INC. AND SUBSIDIARIES
AIRCRAFT COUNT
As of September 30, 2013
(Unaudited)
                          Aircraft in Consolidated Fleet
              Percentage  Helicopters

              of Current
              Period                                      Fixed                 Unconsolidated
                          Small  Medium  Large  Training
              Operating                                   Wing                  Affiliates
                                                                 Total^^(1)(2) ^(3)           Total
              Revenue
Europe        40     %    —      10      54     —         —      64             —              64
West Africa   21     %    9      26      6      —         3      44             —              44
North America 16     %    60     24      11     —         —      95             —              95
Australia     10     %    2      7       15     —         —      24             —              24
Other         9      %    2      32      13     —         —      47             127            174
International
Corporate and 4      %    —      —       —      76        —      76             —              76
other
Total         100    %    73     99      99     76        3      350            127            477
Aircraft not
currently in
fleet: ^(4)
On order                  —      15      42     —         —      57
Under option              —      22      41     —         —      63

_________

^(1) Includes 26 aircraft held for sale and 76 leased aircraft as follows:

                     Held for Sale Aircraft in Consolidated Fleet
                     Helicopters
                                                       Fixed
                     Small    Medium  Large  Training         Total
                                                       Wing
Europe               —        —       —      —         —      —
West Africa          —        1       —      —         —      1
North America        19       —       —      —         —      19
Australia            —        —       —      —         —      —
Other International  —        4       —      —         —      4
Corporate and other  —        —       —      2         —      2
Total                19       5       —      2         —      26
                     Leased Aircraft in Consolidated Fleet
                     Helicopters
                                                       Fixed
                     Small    Medium  Large  Training         Total
                                                       Wing
Europe               —        1       20     —         —      21
West Africa          —        1       —      —         —      1
North America        1        13      3      —         —      17
Australia            2        2       3      —         —      7
Other International  —        —       —      —         —      —
Corporate and other  —        —       —      30        —      30
Total                3        17      26     30        —      76



^(2) The average age of our fleet, excluding training aircraft, was 11 years
     as of September 30, 2013.
     The 127 aircraft operated by our unconsolidated affiliates do not include
     those aircraft leased from us. Includes 56 helicopters (primarily medium)
^(3) and 29 fixed wing aircraft owned and managed by Líder, our unconsolidated
     affiliate in Brazil, which is included in our Other International
     business unit. On July 14, 2013, we sold our interest in an
     unconsolidated affiliate operating 64 aircraft in Europe.
^(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. 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,
                  2013            2012           2013            2012
                  (In thousands, except

                  per share amounts)
Adjusted
operating         $  59,087       $  46,274      $  117,752      $  93,276
income
Loss on
disposal of       (3,064)         (1,262)        (4,785)         (6,577)
assets
Special items     (2,088)         2,316          (2,913)         622
Operating         $  53,935       $  47,328      $  110,054      $  87,321
income
Adjusted          $  108,508      $  84,922      $  211,806      $  168,727
EBITDAR
Loss on
disposal of       (3,064)         (1,262)        (4,785)         (6,577)
assets
Special items     101,836         2,316          101,011         622
Depreciation
and               (23,858)        (23,321)       (46,677)        (44,693)
amortization
Rent expense      (23,314)        (15,282)       (46,375)        (31,556)
Interest          (9,078)         (8,597)        (29,448)        (17,371)
expense
Provision for     (41,146)        (8,342)        (48,736)        (14,522)
income taxes
Net income        $  109,884      $  30,434      $  136,796      $  54,630
Adjusted net      $  46,504       $  29,153      $  83,544       $  58,425
income
Loss on
disposal of       (2,438)         (990)          (3,780)         (5,196)
assets
Special items     66,540          1,505          57,728          101
Net income
attributable to   $  110,606      $  29,668      $  137,492      $  53,330
Bristow Group
Adjusted
diluted           $  1.27         $  0.80        $  2.28         $  1.60
earnings per
share
Loss on
disposal of       (0.07)          (0.03)         (0.10)          (0.14)
assets
Special items     1.81            0.04           1.58            —
Diluted
earnings per      3.01            0.82           3.75            1.46
share



                                 Three Months Ended
                                 September 30, 2013
                                                                     Adjusted

                                 Adjusted                            Diluted
                                             Adjusted    Adjusted
                                 Operating                           Earnings
                                             EBITDAR     Net Income
                                 Income                              Per

                                                                     Share
                                 (In thousands, except per share amounts)
 Gain on sale of unconsolidated  $ —         $ 103,924   $ 67,897    $  1.85
 affiliate ^(1)
 Inventory allowances ^(2)       (1,539)     (1,539)     (1,000)     (0.03)
 Alaska closure ^(3)             (549)       (549)       (357)       (0.01)
 Total special items             $ (2,088)   $ 101,836   $ 66,540    1.81
                                 Three Months Ended
                                 September 30, 2012
                                                                     Adjusted

                                 Adjusted                            Diluted
                                             Adjusted    Adjusted
                                 Operating                           Earnings
                                             EBITDAR     NetIncome
                                 Income                              Per

                                                                     Share
                                 (In thousands, except per share amounts)
 Líder correction ^(4)           $ 2,316     $ 2,316     $ 1,505     $  0.04
 Total special items             $ 2,316     $ 2,316     $ 1,505     0.04
                                 Six Months Ended
                                 September 30, 2013
                                                                     Adjusted

                                 Adjusted                            Diluted
                                             Adjusted    Adjusted
                                 Operating                           Earnings
                                             EBITDAR     Net Income
                                 Income                              Per

                                                                     Share
                                 (In thousands, except per share amounts)
 Gain on sale of unconsolidated  $ —         $ 103,924   $ 67,897    $  1.85
 affiliate ^(1)
 Cancellation of potential       —           —           (8,276)     (0.23)
 financing ^(5)
 Inventory allowances ^(2)       (2,364)     (2,364)     (1,536)     (0.04)
 Alaska closure ^(3)             (549)       (549)       (357)       (0.01)
 Total special items             $ (2,913)   $ 101,011   $ 57,728    1.58
                                 Six Months Ended
                                 September 30, 2012
                                                                     Adjusted

                                 Adjusted                            Diluted
                                             Adjusted    Adjusted
                                 Operating                           Earnings
                                             EBITDAR     NetIncome
                                 Income                              Per

                                                                     Share
                                 (In thousands, except per share amounts)
 Líder correction ^(4)           $ 2,784     $ 2,784     $ 1,809     $  0.05
 Severance costs for               (2,162)     (2,162)     (1,708)   (0.05)
 termination of a contract ^(6)
 Total special items             $ 622       $ 622       $ 101       —



_________

^(1) Relates to a gain resulting from the sale of our 50% interest in the FB
     Entities for £74 million, or approximately $112.2 million.
     During the six months ended September 30, 2013, we increased our
     inventory allowance by $2.4 million as a result of our review of excess
     inventory on aircraft model types we ceased ownership of or classified
     all or a significant portion of as held for sale; $1.5 million of this
^(2) allowance was rewarded during the three months ended September 30, 2013.
     A majority of this allowance relates to small aircraft types operating
     primarily in our North America business unit as we continue to move
     toward operating a fleet of mostly large and medium aircraft in this
     market.
     Relates to a charge of $0.5 million associated with the planned closure
^(3) of our Alaska operations which related primarily to employee severance
     and retention costs.
^(4) Relates to a calculation error related to Líder that affected our
     earnings from unconsolidated affiliate by $2.8 million.
     Relates to a charge to interest expense of $12.7 million, resulting from
     the write-off of unamortized deferred financing fees related to a
^(5) potential financing in connection with our bid to provide SAR services in
     the U.K. During the June 2013 quarter, we increased our borrowing
     capacity on our revolving credit facility from $200 million to $350
     million and cancelled this potential financing.
^(6) Relates to $2.2 million of severance costs related to the termination of
     a contract in the Southern North Sea in the September 2012 quarter.





SOURCE Bristow Group Inc.

Website: http://www.bristowgroup.com