8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2008

______________________________

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31617	72-0679819
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 W. Sam Houston Pkwy S., Suite 1700 Houston, Texas	77042 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 267-7600

Former Name or Former Address, if Changed Since Last Report:  NONE

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 Results of Operations and Financial Condition.

On February 5, 2008, Bristow Group Inc. (the “Company”) issued a press release which summarized its financial results for the three and nine-month periods ended December 31, 2007 (the “Financial Results”).  This press release was issued in anticipation of a conference call and Q&A session starting at 10:00 a.m. EST (9:00 CST) on Wednesday, February 6, 2008, to review the Financial Results. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated February 5, 2008

Limitation on Incorporation by Reference.

Information on Bristow’s website is not incorporated by reference in this Form 8-K.  In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Form 8-K and the attached exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933 or the Exchange Act unless Bristow expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such a filing.  The information set forth in Item 2.02 and the related exhibit furnished in Item 9.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K.

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 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRISTOW GROUP INC.
Date: February 5, 2008	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

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EX-99.1

EXHIBIT 99.1

News Release

Linda McNeill, Investor Relations

(713) 267-7622

BRISTOW GROUP REPORTS STRONG FINANCIAL RESULTS

FOR THE DECEMBER 2007 QUARTER

§   Revenue increased by 24%

§   Net earnings per share more than doubled

HOUSTON, February 5, 2008 – Bristow Group Inc. (NYSE: BRS) today reported financial results for its December 2007 quarter.

Highlights include:

For the quarter ended December 31, 2007:

§   Revenue of $261.5 million increased by 24% over the December 2006 quarter.  Revenue gains occurred primarily in our Europe, West Africa and Southeast Asia business units, driven by increases in rates for helicopter services, increased demand for helicopter services from our existing customers and the addition of new aircraft.

§   Operating income of $36.7 million increased 82% from $20.2 million in the December 2006 quarter, and operating margin increased to 14.1% versus 9.6% for the December 2006 quarter.  The improvements were primarily the result of higher revenue and the inclusion in the December 2007 quarter of $4.1 million of gains on disposal of assets compared to $1.0 million for the December 2006 quarter.  Additionally, operating income and margin were impacted by the items discussed below.

§   Net income of $20.1 million increased 91% from $10.5 million for the December 2006 quarter.  Net income for the December 2007 quarter includes the previously announced loss of $6.2 million ($0.20 per diluted share) on the sale of our Grasso Production Management (“Grasso”) business in November 2007, which is presented as discontinued operations.

§   Diluted earnings per share from continuing operations almost tripled to $0.86 from $0.29 for the December 2006 quarter, while diluted earnings per share on net earnings increased to $0.66 from $0.31 for the December 2006 quarter.

§   Diluted earnings per share for the December 2007 quarter reflects the assumed conversion of the Company’s Mandatory Convertible Preferred Stock, which added approximately 6.5 million to our weighted average diluted shares.  However, diluted earnings per share for the December 2006 quarter was reduced by the preferred stock dividends, while the weighted-average shares outstanding did not include the assumed conversion of preferred stock into common shares.  The computation was different in the December 2006 quarter because inclusion of these shares and preferred stock dividends would have had an anti-dilutive effect for that period.

§   Operating results for the December 2007 quarter included the following items:

o   An impairment charge of $1.8 million related to inventory utilized on S-61 search and rescue (“SAR”) configured aircraft.

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o   $2.5 million of retroactive compensation cost increases recorded within our West Africa operations resulting from the completion of union negotiations.

o   $1.5 million of retroactive rate increases with a major customer in Nigeria.

Excluding these items, operating income would have been $39.5 million, operating margin would have been 15.1%, income from continuing operations would have been $28.0 million and diluted EPS from continuing operations would have been $0.92.

For the nine months ended December 31, 2007:

§   Revenue of $752.5 million increased 20% over the same period of fiscal year 2007 due to revenue gains in most business units, driven by increases in rates for helicopter services, increased demand for helicopter services from our existing customers and the addition of new aircraft.

§   Operating income of $115.3 million increased 45% from $79.4 million for the nine months ended December 31, 2006, and operating margin increased to 15.3% versus 12.7% for the nine months ended December 31, 2006.  The improvements were primarily the result of the improvement in rates.  Additionally, operating income and margin were impacted by the items discussed below.

§   Net income of $76.8 million increased 64% from $46.8 million for the nine months ended December 31, 2006.  Net income for the nine months ended December 31, 2007 includes the previously announced loss of $6.2 million ($0.20 per diluted share) on the sale of our Grasso business in November 2007, which is presented as discontinued operations.

§   Diluted earnings per share from continuing operations increased 57% to $2.68 from $1.71 for the nine months ended December 31, 2006 while diluted earnings per share on net earnings increased to $2.52 from $1.80 for the nine months ended December 31, 2006.

§   Diluted earnings per share for the nine months ended December 31, 2007 and 2006 reflected the assumed conversion of the Company’s Mandatory Convertible Preferred Stock, which added approximately 6.5 million and 2.4 million shares, respectively, to our weighted-average diluted shares.

§   Operating results for the nine months ended December 31, 2007 included the following items:

o   An impairment charge of $1.8 million related to inventory utilized on S-61 SAR configured aircraft.

o   Reversal of $1.0 million of previously accrued SEC settlement costs.

o   Reversal of a $5.4 million accrual for sales tax contingency in Nigeria.

Excluding these items, operating income would have been $110.7 million, operating margin would have been 14.7%, income from continuing operations would have been $78.5 million and diluted EPS from continuing operations would have been $2.58.

Capital and Liquidity:

§   The December 31, 2007 consolidated balance sheet reflected $959.3 million in stockholders’ investment and $607.8 million of indebtedness.

§   We had $315.3 million in cash and an undrawn $100 million revolving credit facility.

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§   We generated $57.8 million of cash from operating activities, $344.8 million in net proceeds from the issuance of 7 ½% senior notes, $23.0 million of cash from asset dispositions and $22.0 million in net cash from the sale of Grasso during the nine months ended December 31, 2007.

§   We used $288.8 million for capital expenditures – primarily for aircraft – and $14.6 million for the acquisitions (net of cash acquired) of Bristow Academy and Vortex during the nine months ended December 31, 2007.

§   Aircraft purchase commitments totaled $344.7 million for 28 aircraft, with options totaling $472.6 million for 34 aircraft as of December 31, 2007.

William E. Chiles, President and Chief Executive Officer of Bristow Group Inc., said, “We remain very pleased with our operational and financial performance. The delivery of new aircraft as well as rate increases in several operating regions produced strong revenues and earnings performance in the December quarter.  We renegotiated and extended the last of our major contracts in Nigeria at significantly better rates during the quarter, which should result in improved operating margins for our West Africa business unit – and move us closer to meeting our return on capital goal for this region. We also saw improved rates from the North Sea.

“We continued to invest in our fleet with the exercise of options on eight additional aircraft, including five large- and three medium-sized helicopters from Sikorsky and Eurocopter.

“During the quarter we also completed the sale of our Grasso Production Management business, which makes Bristow Group a pure play in helicopter transportation services principally to the offshore energy industry.”

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. EST (9:00 a.m. CST) on Wednesday, February 6, 2008, to review financial results for the fiscal quarter ended December 31, 2007.  The conference call can be accessed as follows:

Via Webcast:

§   Visit Bristow Group’s investor relations Web page at http://www.bristowgroup.com

§   Live: Click on the link for “Q3 2008 Bristow Group Inc. Earnings Conference Call”

§   Replay: A replay via webcast will be available approximately one hour after the call’s completion

Via Telephone within the U.S.:

§   Live: Dial toll free (800) 219-6110

§   Replay: A telephone replay will be available through Friday, February 22, by dialing toll free (800) 405-2236, passcode: 11106959#

Via Telephone outside the U.S.:

§   Live: Dial (303) 262-2143

§   Replay: A telephone replay will be available through Friday, February 22, by dialing (303) 590-3000, passcode: 11106959#

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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.  Through its subsidiaries, affiliates and joint ventures, the Company has major transportation operations in the U.S. Gulf of Mexico and the North Sea, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Mexico, Nigeria, 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 margins, rate of return and the addition of new aircraft to our fleet.  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, 2007 and the annual report on Form 10-K for the year ended March 31, 2007.  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.

 (financial tables follow)

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On November 2, 2007, we sold our Grasso business, which comprised our entire Production Management Services segment.  The financial results for our Production Management Services segment are classified as discontinued operations in the consolidated statements of income and balance sheets presented below.  In addition to statements of incomefor the three and ninemonths ended December 31, 2007and the same periods in the prior year, we have provided in the tables at the end of this release our consolidated statements of income for the three months ended June 30, September 30, and December 31, 2006 and March 31, June 30, September 30 and December 31, 2007 with the financial results for our Production Management Services segment classified as discontinued operations to conform to the current presentation.

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2006			2007			2006			2007
Gross revenue:
Operating revenue from non-affiliates	$	180,343		$	222,831		$	530,323		$	642,598
Operating revenue from affiliates		10,701			13,633			34,411			38,588
Reimbursable revenue from non-affiliates		18,793			23,439			58,794			66,075
Reimbursable revenue from affiliates		1,172			1,617			3,390			5,218
		211,009			261,520			626,918			752,479
Operating expense:
Direct cost		140,867			169,704			408,977			475,416
Reimbursable expense		20,575			24,344			62,691			68,587
Depreciation and amortization		11,015			12,445			31,942			36,127
General and administrative		19,355			22,373			49,662			61,018
Gain on disposal of assets		(1,044	)		(4,094	)		(5,706	)		(3,921	)
		190,768			224,772			547,566			637,227
Operating income		20,241			36,748			79,352			115,252
Earnings from unconsolidated affiliates, net of losses		2,106			3,725			5,393			11,233
Interest income		3,767			3,697			6,027			9,781
Interest expense		(2,539	)		(6,684	)		(8,646	)		(16,135	)
Other income (expense), net		(5,226	)		989			(11,319	)		1,775
Income from continuing operations before provision for income taxes and minority interest		18,349			38,475			70,807			121,906
Provision for income taxes		(8,158	)		(12,302	)		(25,390	)		(40,035	)
Minority interest		(257	)		61			(1,049	)		(392	)
Income from continuing operations		9,934			26,234			44,368			81,479
Discontinued operations:
Income (loss) from discontinued operations before provision for income taxes		812			(1,429	)		3,721			690
Provision for income taxes on discontinued operations		(295	)		(4,657	)		(1,334	)		(5,399	)
Income (loss) from discontinued operations		517			(6,086	)		2,387			(4,709	)
Net income		10,451			20,148			46,755			76,770
Preferred stock dividends		(3,150	)		(3,162	)		(3,471	)		(9,487	)
Net income available to common stockholders	$	7,301		$	16,986		$	43,284		$	67,283
Basic earnings per common share:
Earnings from continuing operations	$	0.29		$	0.97		$	1.75		$	3.03
Earnings (loss) from discontinued operations		0.02			(0.26	)		0.10			(0.19	)
Net earnings	$	0.31		$	0.71		$	1.85		$	2.84
Diluted earnings per common share:
Earnings from continuing operations	$	0.29		$	0.86		$	1.71		$	2.68
Earnings (loss) from discontinued operations		0.02			(0.20	)		0.09			(0.16	)
Net earnings	$	0.31		$	0.66		$	1.80		$	2.52

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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

		March 31, 2007			December 31, 2007
					(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	178,268		$	315,265
	Accounts receivable from non-affiliates		147,608			185,083
	Accounts receivable from affiliates		17,199			16,960
	Inventories		157,563			174,681
	Prepaid expenses and other		17,387			18,154
	Current assets from discontinued operations		17,949			—
	Total current assets		535,974			710,143
Investment in unconsolidated affiliates			46,828			53,834
Property and equipment – at cost:
	Land and buildings		51,785			57,820
	Aircraft and equipment		1,139,781			1,399,044
			1,191,566			1,456,864
	Less – Accumulated depreciation and amortization		(300,045	)		(306,673	)
			891,521			1,150,191
Goodwill			6,630			15,633
Other assets			10,725			30,590
Long-term assets from discontinued operations			14,125			—
		$	1,505,803		$	1,960,391
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
	Accounts payable	$	40,459		$	37,997
	Accrued wages, benefits and related taxes		36,390			37,021
	Income taxes payable		3,412			8,777
	Other accrued taxes		9,042			2,991
	Deferred revenues		16,283			19,876
	Accrued maintenance and repairs		12,309			15,932
	Accrued interest		4,511			8,780
	Other accrued liabilities		17,151			20,702
	Deferred taxes		18,097			11,352
	Short-term borrowings and current maturities of long-term debt		4,852			7,351
	Current liabilities from discontinued operations		5,462			—
	Total current liabilities		167,968			170,779
Long-term debt, less current maturities			254,230			600,469
Accrued pension liabilities			113,069			107,005
Other liabilities and deferred credits			17,345			15,024
Deferred taxes			76,054			102,681
Long-term liabilities from discontinued operations			35			—
Minority interest			5,445			5,099
Commitments and contingencies
Stockholders’ investment:
	5.50% mandatory convertible preferred stock		222,554			222,554
	Common stock		236			239
	Additional paid-in capital		169,353			183,517
	Retained earnings		515,589			582,872
	Accumulated other comprehensive loss		(36,075	)		(29,848	)
			871,657			959,334
		$	1,505,803		$	1,960,391

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BRISTOW GROUP INC. AND SUBSIDIARIES

CORPORATE ITEMS AFFECTING THE COMPARABILITY OF RESULTS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended December 31,
	2006									2007
	Pre-tax Earnings			Net Income			Diluted Earnings Per Share			Pre-tax Earnings			Net Income			Diluted Earnings Per Share
Continuing operations:
Investigations:
SEC (1)	$	(3,000	)	$	(2,067	)	$	(0.09	)	$	—		$	—		$	—
DOJ (2)		(670	)		(462	)		(0.02	)		(296	)		(192	)		(0.01	)
Tax contingency related items(3)		—			800			0.03			—			600			0.02
Acquisitions and divestitures:
Expense of previously deferred acquisition costs (4)		(1,889	)		(1,302	)		(0.06	)		—			—			—
Turbo asset sale (5)		(120	)		(2,419	)		(0.10	)		—			—			—
7 ½% Senior Notes due 2017 (6)		—			—			—			(3,024	)		(1,966	)		(0.06	)
Foreign currency transaction gains(losses) (7)		(3,413	)		(2,352	)		(0.10	)		963			626			0.02
Preferred Stock(8)		2,334			1,608			(0.07	)		—			—			(0.15	)
Total — continuing operations		(6,758	)		(6,194	)		(0.41	)		(2,357	)		(932	)		(0.18	)
Discontinued operations (9)		—			—			—			(1,555	)		(6,168	)		(0.20	)
Total	$	(6,758	)	$	(6,194	)	$	(0.41	)	$	(3,912	)	$	(7,100	)	$	(0.38	)

	Nine Months Ended December 31,
	2006									2007
	Pre-tax Earnings			Net Income			Diluted Earnings Per Share			Pre-tax Earnings			Net Income			Diluted Earnings Per Share
Continuing operations:
Investigations:
SEC (1)	$	(3,105	)	$	(2,096	)	$	(0.08	)	$	1,000		$	650		$	0.02
DOJ (2)		(1,542	)		(1,041	)		(0.04	)		(784	)		(510	)		(0.02	)
Tax contingency related items(3)		(2,800	)		410			0.02			5,396			4,907			0.16
Acquisitions and divestitures:
Expense of previously deferred acquisition costs (4)		(1,889	)		(1,275	)		(0.05	)		—			—			—
Turbo asset sale (5)		(120	)		(2,421	)		(0.09	)		—			—			—
7 ½% Senior Notes due 2017 (6)		—			—			—			(6,397	)		(4,158	)		(0.14	)
Foreign currency transaction gains(losses) (7)		(9,555	)		(6,450	)		(0.25	)		1,707			1,110			0.04
Preferred Stock(8)		2,605			1,758			(0.16	)		—			—			(0.66	)
Total — continuing operations		(16,406	)		(11,115	)		(0.65	)		922			1,999			(0.60	)
Discontinued operations (9)		—			—			—			(1,555	)		(6,168	)		(0.20	)
Total	$	(16,406	)	$	(11,115	)	$	(0.65	)	$	(633	)	$	(4,169	)	$	(0.80	)

______

(1)   Represents a reversal of previously accrued costs incurred in conjunction with the SEC investigation regarding findings from the internal review initiated by the Audit Committee of our board of directors in fiscal year 2005 of certain payments made by two of our affiliated entities in a foreign country.  These costs were included in general & administrative costs in our consolidated statements of income.

(2)   Represents legal and other professional fees incurred in connection with a document subpoena received from the Antitrust Division of the Department of Justice (“DOJ”) in June 2005, which related to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the U.S. Gulf of Mexico focusing on activities during the period from January 1, 2000 to June 13, 2005.  These costs are included in general & administrative costs in our consolidated statements of income.

(3)   Represents $5.4 million in reversal of accrual for sales tax contingency during the nine months ended December 31, 2007 in Nigeria ($2.8 million of which was originally accrued during the nine months ended December 31, 2006) included in direct costs in our consolidated statements of income and a direct reduction in our provision for income taxes in our consolidated statements of income for income tax contingency items, which represents the remainder of the impact on net income and diluted earnings per share.

(4)   Represents expense recorded in December 2006 for acquisition costs previously deferred in connection with an acquisition we were evaluating as we determined that the acquisition was no longer probable.  This expense is included within other income (expense), net in our consolidated statements of income.

(5)   On November 30, 2006, we completed a sale of the assets of our aircraft engine overhaul business, Turbo, to Timken Alcor Aerospace Technologies, Inc. for approximately $14.6 million, including estimated post-closing adjustments.  The sale was effective November 30, 2006 and resulted in a pre-tax gain of $0.1 million, which is included in gain on disposition of assets in our consolidated statements of income for the three and nine months ended December 31, 2006.  However, the transaction resulted in additional tax expense of $2.5 million related to non-deductible goodwill recorded at the time we acquired Turbo in 2001.

(6)   Represents the effect on interest expense, net of interest income from invested proceeds, resulting from the issuance of 7 ½% Senior Notes due 2017 in June and November 2007.

(7)   Represents foreign currency transaction gains and losses resulting from changes in exchange rates during the applicable periods.  The effects of these foreign currency transaction gains and losses were offset to a large extent by corresponding charges or benefits in the cumulative translation adjustment in stockholders’ investment with no overall economic effect.  These amounts are included in other income (expense), net in our consolidated statements of income.

(8)   Represents the effect of the preferred stock offering completed in September and October 2006.  The net income effect results from interest income earned on remaining cash proceeds generated from the offering.  Diluted earnings per share for the three and nine months ended December 31, 2007 and 2006 was reduced by the effect of the inclusion of weighted average shares resulting from the assumed conversion of the preferred stock at the conversion rate that results in the most dilution, partially offset by the impact of higher interest income.

(9)   Represents the loss recorded, net of transaction costs and the tax impact of non-deductible goodwill, related to the Grasso disposition on November 2, 2007.

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BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2006		2007		2006		2007
Flight hours (excludes BristowAcademy  and unconsolidated affiliates):
North America		34,742		34,658		118,499		114,552
South and Central America		9,973		10,417		28,889		32,594
Europe		10,917		11,625		31,772		33,940
West Africa		9,733		9,824		27,795		28,609
Southeast Asia		3,059		4,590		9,328		11,578
Other International		2,641		2,120		7,119		6,844
Consolidated total		71,065		73,234		223,402		228,117

Gross revenue:
North America	$	57,795		$	57,267		$	183,667		$	180,265
South and Central America		13,173			16,476			39,322			49,463
Europe		73,879			95,100			218,566			271,996
West Africa		35,062			46,287			98,008			125,369
Southeast Asia		18,181			29,918			52,847			76,268
Other International		11,462			11,874			32,601			35,375
EH Centralized Operations		3,816			5,239			10,428			17,375
BristowAcademy		—			3,969			—			10,216
Intrasegment eliminations		(2,359	)		(4,647	)		(8,495	)		(13,887	)
Corporate		—			37			(26	)		39
Consolidated total	$	211,009		$	261,520		$	626,918		$	752,479

Operating income  (loss):
North America	$	5,906		$	6,875		$	22,246		$	28,458
South and Central America		3,747			4,132			11,341			12,390
Europe		9,554			20,695			37,177			57,165
West Africa		5,838			7,019			13,019			25,308
Southeast Asia		3,030			6,476			8,675			15,710
Other International		1,642			712			6,929			4,758
EH Centralized Operations		(2,265	)		(6,404	)		(6,616	)		(13,930	)
BristowAcademy		—			(130	)		—			(612	)
Gain on disposal of assets		1,044			4,094			5,706			3,921
Corporate		(8,255	)		(6,721	)		(19,125	)		(17,916	)
Consolidated total	$	20,241		$	36,748		$	79,352		$	115,252

Operating margin:
North America	10.2	%	12.0	%	12.1	%	15.8	%
South and Central America	28.4	%	25.1	%	28.8	%	25.1	%
Europe	12.9	%	21.8	%	17.0	%	21.0	%
West Africa	16.7	%	15.2	%	13.3	%	20.2	%
Southeast Asia	16.7	%	21.6	%	16.4	%	20.6	%
Other International	14.3	%	6.0	%	21.3	%	13.5	%
EH Centralized Operations	(59.4	)%	(122.2	)%	(63.4	)%	(80.2	)%
BristowAcademy	N/A		(3.3	)%	N/A		(6.0	)%
Consolidated total	9.6	%	14.1	%	12.7	%	15.3	%

8

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	June  30, 2006			Sept.  30, 2006			Dec.  31, 2006			March  31, 2007			June  30, 2007			Sept.  30, 2007			Dec.  31, 2007
Gross revenue:
Operating revenue from non-affiliates	$	170,886		$	179,094		$	180,343		$	178,931		$	199,909		$	219,858		$	222,831
Operating revenue from affiliates		12,079			11,631			10,701			13,759			11,097			13,858			13,633
Reimbursable revenue from non-affiliates		22,243			17,758			18,793			21,450			19,042			23,594			23,439
Reimbursable revenue from affiliates		1,072			1,146			1,172			2,537			1,103			2,498			1,617
		206,280			209,629			211,009			216,677			231,151			259,808			261,520
Operating expense:
Direct cost		129,479			138,631			140,867			139,387			153,088			152,624			169,704
Reimbursable expense		23,314			18,802			20,575			23,247			20,145			24,098			24,344
Depreciation and amortization		10,236			10,691			11,015			10,517			11,331			12,351			12,445
General and administrative		14,602			15,705			19,355			16,659			18,385			20,260			22,373
Gain on disposal of assets		(992	)		(3,670	)		(1,044	)		(4,909	)		(584	)		757			(4,094	)
		176,639			180,159			190,768			184,901			202,365			210,090			224,772
Operating income		29,641			29,470			20,241			31,776			28,786			49,718			36,748
Earnings from unconsolidated affiliates, net of losses		1,559			1,728			2,106			6,030			3,390			4,118			3,725
Interest income		1,248			1,012			3,767			2,689			2,124			3,960			3,697
Interest expense		(3,236	)		(2,871	)		(2,539	)		(2,294	)		(2,928	)		(6,523	)		(6,684	)
Other income (expense), net		(4,785	)		(1,308	)		(5,226	)		2,321			426			360			989
Income from continuing operations before provision for   income taxes and minority interest		24,427			28,031			18,349			40,522			31,798			51,633			38,475
Provision for income taxes		(8,022	)		(9,210	)		(8,158	)		(13,391	)		(9,439	)		(18,294	)		(12,302	)
Minority interest		(116	)		(676	)		(257	)		(151	)		(449	)		(4	)		61
Income from continuing operations		16,289			18,145			9,934			26,980			21,910			33,335			26,234
Discontinued operations:
Income (loss) from discontinued operations before provision for   income taxes		1,461			1,448			812			688			1,157			962			(1,429	)
Provision for income taxes on discontinued operations		(521	)		(518	)		(295	)		(251	)		(395	)		(347	)		(4,657	)
Income (loss) from discontinued operations		940			930			517			437			762			615			(6,086	)
Net income		17,229			19,075			10,451			27,417			22,672			33,950			20,148
Preferred stock dividends		—			(321	)		(3,150	)		(3,162	)		(3,162	)		(3,163	)		(3,162	)
Net income available to common stockholders	$	17,229		$	18,754		$	7,301		$	24,255		$	19,510		$	30,787		$	16,986
Basic earnings per common share:
Earnings from continuing operations	$	0.70		$	0.76		$	0.29		$	1.01		$	0.80		$	1.27		$	0.97
Earnings (loss) from discontinued operations		0.04			0.04			0.02			0.02			0.03			0.03			(0.26	)
Net earnings	$	0.74		$	0.80		$	0.31		$	1.03		$	0.83		$	1.30		$	0.71
Diluted earnings per common share:
Earnings from continuing operations	$	0.69		$	0.75		$	0.29		$	0.89		$	0.73		$	1.10		$	0.86
Earnings (loss) from discontinued operations		0.04			0.04			0.02			0.02			0.02			0.02			(0.20	)
Net earnings	$	0.73		$	0.79		$	0.31		$	0.91		$	0.75		$	1.12		$	0.66

9