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): May 19, 2010

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

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

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

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))

ITEM 2.02 Results of Operations and Financial Condition.

On May 19, 2010, Bristow Group Inc. (the “Company”) issued a press release which summarized its financial results for the three-month period and fiscal year ended March 31, 2010 (the “Financial Results”). This press release was issued in anticipation of a conference call and Q&A session starting at 9:00 a.m. EDT (8:00 CDT) on Thursday, May 20, 2010, 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.

The press release includes certain “non-GAAP financial measures” under Regulation G of the Securities Exchange Act of 1934 (the “Exchange Act”), including Earnings before Interest, Income Tax and Depreciation and Amortization (“EBITDA”).  Additionally, our operating income, EBITDA, net income from continuing operations and diluted earnings per share from continuing operations results for the March 2010 and 2009 quarters and the fiscal years ended March 31, 2010 and 2009 in this release have been presented in certain instances excluding special items detailed in the press release.  The last page of the press release includes rec onciliations of the non-GAAP financial measures found in the press release to the most directly comparable financial measures calculated and presented in accordance with GAAP.  Management believes that such non-GAAP financial measures are important metrics for evaluating our operating performance, and they provide investors with additional information that is not directly available in a generally accepted accounting principles (“GAAP”) presentation.  Such non-GAAP financial measures are useful to investors as they eliminate items that are not a function of our current operating performance and affect our GAAP results regardless of performance.  In addition, certain of these items may vary significantly from period to period and may have a disproportionate effect in a given period, which may affect the comparability of the results.  Such non-GAAP measures should not be viewed as an alternative to our GAAP financial statements, but should be read as a supplement to, and in conjunction with, out GAAP financial statements.

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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
	99.1	Press Release summarizing financial results dated May 19, 2010

Limitation on Incorporation by Reference.

Information on the Company’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 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 the Company 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 fu rnished 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: May 19, 2010	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

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Exhibit Index

Exhibit Number		Description of Exhibit
	99.1	Press Release summarizing financial results dated May 19, 2010

EX-99.1 CHARTER

EXHIBIT 99.1

News Release

Linda McNeill

Investor Relations

(713) 267-7622

BRISTOW GROUP REPORTS FINANCIAL RESULTS FOR ITS

QUARTER AND FISCAL YEAR ENDED MARCH 31, 2010

♦   Diluted EPS of $0.78 for the quarter ($0.72 excluding special items) and $3.10 for the fiscal year ($3.02 excluding special items)

♦   Diluted EPS for fiscal 2010, excluding special items in both periods, increased nine percent

HOUSTON, May 19, 2010 – Bristow Group Inc. (NYSE: BRS) today reported financial results for its March 2010 quarter and full fiscal year ended March 31, 2010.

“We are proud of the positive results we achieved both during the March 2010 quarter and for fiscal 2010, which continued to be a difficult one for the oil services industry,” said William E. Chiles, President and Chief Executive Officer of Bristow Group.  “Our performance benefited from solid operating results in West Africa and Australia and from our ongoing commitment to taking costs out of our operations.  Also, the comparability of our results was affected by special items in both fiscal years, which added $0.08 and $0.80 to our fiscal 2010 and 2009 earnings per share results, respectively.  Excluding these special items, our fiscal 2010 earnings per share increased nine percent to $3.02 from $2.77 in fiscal 2009.”

MARCH 2010 QUARTER RESULTS

March 2010 quarter revenues totaled $282.4 million compared to $275.0 million in the March 2009 quarter, an increase of three percent.

Operating income in the March 2010 quarter was $42.8 million compared to $47.8 million in the March 2009 quarter.  Excluding the special items which occurred in both years as discussed below, operating income improved slightly to $39.9 million in the March 2010 quarter versus $39.7 million in the March 2009 quarter.

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) totaled $59.4 million in the March 2010 quarter compared to $67.6 million in the March 2009 quarter.  Excluding the special items which occurred in both years as discussed below, EBITDA increased to $60.4 million in the March 2010 quarter versus to $59.5 million in the March 2009 quarter.  EBITDA is a measure that has not been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”).  Please refer to disclosures contained at the end of this news release for additional information about EBITDA.

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Net income from continuing operations totaled $28.7 million in the March 2010 quarter, or $0.78 per diluted share, compared to $26.0 million, or $0.72 per diluted share, in the March 2009 quarter.  Excluding the special items which occurred in both years as discussed below, net income from continuing operations was $26.9 million, or $0.72 per diluted share, compared to $25.4 million, or $0.71 per diluted share, in the March 2009 quarter.

“Our March 2010 quarterly results benefitted from activity levels that remained robust in Nigeria, despite a challenging political environment,” Chiles continued. “In Australia, our local team continues to make improvements in operations and cost structure and we’re experiencing higher activity levels.

“In Europe, overall activity levels declined. In our emerging market business unit, Other International, we were negatively impacted by soft results in Brazil, collection issues in Mexico and exit costs in Kazakhstan.  Our North America operations remained weak, as we continue to see lower levels of activity in the U.S. Gulf of Mexico.  However, our efforts to maintain stable pricing and to upgrade our fleet to larger, more efficient and more profitable aircraft serving facilities farther offshore in deeper water has us well-positioned for opportunities that might arise once market conditions improve.

“Most of our larger customers are primarily national and international oil companies, and with oil prices appearing to stabilize above $70 per barrel, we expect capital spending on both exploration and development to improve this year.  Some large projects that were put on hold last year are being restarted, and we see additional opportunities in new and existing markets in the future.  In the U.S. Gulf of Mexico, we are watching to see whether regulatory agencies or Congress will act to delay deepwater activities in response to the loss of the Deepwater Horizon drilling rig and the resulting environmental impact.

“We expect to generate stronger results in fiscal 2011 in terms of revenues and earnings per share compared to fiscal 2010 as we put additional newer-technology aircraft to work for our customers and realize the benefit of cost efficiencies from our recently reorganized structure.  We expect fiscal 2011 results to be back-end loaded with the first quarter of fiscal 2011 being the weakest quarter of the year.  Our strength in production-related activity and our contracting formula – which is designed to provide approximately 70% of our operating income whether or not we fly – reduces the volatility in our financial results as compared with the traditional drilling companies.”
 

Business Unit Highlights:

Beginning in the March 2010 quarter, the following changes in presentation have been reflected:

·   The U.S. Gulf of Mexico and Arctic business units were combined into the North America business unit.

·   There are no longer Latin America, Western Hemisphere (“WH”) Centralized Operations and Eastern Hemisphere (“EH”) Centralized Operations business units.  The Latin America business unit is now included in the Other International business unit.

·   The Bristow Academy business unit and the technical services business previously included with the WH Centralized Operations and EH Centralized Operations business units are now aggregated for reporting purposes in Corporate and Other.  The remainder of the costs within WH Centralized Operations and EH Centralized Operations are included in Corporate and Other for reporting purposes or have been allocated to our other business units to the extent these operations support those business units.

The following is a summary of our results for our primary business units:

Australia operating income increased $2.7 million in the March 2010 quarter primarily as a result of an improved cost structure, additional aircraft earning higher rates, and a favorable impact from strengthening in the Australian dollar.

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West Africa operating income increased $2.2 million in the March 2010 quarter primarily as a result of improved rates, a reduction in training and certain other costs and lower bad debt expense.

Europe operating income was essentially flat at $19.0 million in the March 2010 quarter as a decline in overall activity was offset by the reduction in depreciation expense, which is discussed under “special items impacting results” below and a favorable impact from the strengthening British pound sterling.

North America operating income decreased $2.9 million in the March 2010 quarter primarily as a result of decreased demand for aircraft driven by a reduction in drilling activity.

Other International operating income decreased $8.9 million in the March 2010 quarter primarily as a result of our exit from Kazakhstan, equity losses for Líder in Brazil and the recording of a bad debt allowance in Mexico.

In addition to the business unit highlights discussed above, March 2010 quarter results were impacted by gains on disposal of assets of $5.3 million compared to $1.7 million in the March 2009 quarter and a decrease in our effective tax rate to 8.2% from 35% in the March 2009 quarter.  These items were partially offset by a $1.6 million increase in net interest expense.  The decrease in tax rate primarily resulted from our having a larger portion of earnings in tax jurisdictions where our overall tax rate is low, as well as the impact on the March 2009 quarter’s tax rate from the tax items also discussed below.

FISCAL YEAR ENDED MARCH 31, 2010 RESULTS

Revenue for the 2010 fiscal year totaled $1.2 billion compared to $1.1 billion in the prior fiscal year, an increase of three percent.

Operating income was $180.9 million in the 2010 fiscal year compared to $201.8 million in fiscal 2009.  Excluding the special items which occurred in both years as discussed below, operating income increased 13 percent to $181.5 million compared to $160.8 million in the prior fiscal year.

EBITDA totaled $259.6 million in the 2010 fiscal year compared to $276.7 million in fiscal 2009.  Excluding the special items which occurred in both years as discussed below, EBITDA rose 11 percent year-over-year to $259.6 million compared to $234.7 million in the prior fiscal year.

Net income from continuing operations totaled $113.5 million in the 2010 fiscal year, or $3.10 per diluted share, compared to $125.5 million, or $3.57 per diluted share, in the prior fiscal year.  Excluding the special items which occurred in both years as discussed below, net income from continuing operations was $110.6 million, or $3.02 per diluted share, compared to $98.3 million, or $2.77 per diluted share, in the prior fiscal year.

Results for the 2010 fiscal year were positively impacted by improved pricing and exchange rates in West Africa, cost reductions and the addition of higher margin aircraft in Australia, a full period’s contribution from our Bristow Norway operations, which were consolidated beginning October 31, 2008, and a decrease in our effective tax rate to 20.4% from 28.7% in the prior fiscal year.  Negative factors impacting the fiscal 2010 period include decreased demand in the U.S. Gulf of Mexico, weakening in the British pound sterling impacting the results in Europe, the impact on results for our Other International business unit of our exit from Kazakhstan and an allowance recorded against receivables in Mexico not probable of collection, and a $12.3 million increase in net interest expense.

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SPECIAL ITEMS IMPACTING RESULTS

The following items impacted the comparability of our results between the March 2010 and March 2009 quarters:

	March 2010 Quarter
		Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations
	(In thousands, except per share amounts)
Allowance for receivables (1)	$	(2,200	)	$	(2,200	)	$	(1,430	)	$	(0.03	)
Depreciation correction (2)		3,872			—			2,463			0.07
Australia local tax (3)		1,200			1,200			780			0.02
Total	$	2,872		$	(1,000	)	$	1,813		$	0.06

	March 2009 Quarter
		Operating Income		EBITDA		Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations
	(In thousands, except per share amounts)
Australia local tax (3)	$	1,258	$	1,258	$	818		$	0.02
Power by the hour credit (4)		6,800		6,800		4,419			0.12
Income tax items (5)		—		—		(4,673	)		(0.13	)
Total	$	8,058	$	8,058	$	564		$	0.01

__________

(1)	Represents a $3.6 million bad debt allowance recorded for accounts receivable due from our unconsolidated affiliate in Mexico, which we have determined are not probable of collection, which is partially offset by a $1.4 million reduction in a bad debt allowance for accounts receivable due from a customer in Nigeria; these items are included in direct cost.
(2)	Represents a reduction in depreciation expense recorded in the March 2010 quarter for errors in the calculation of depreciation on certain aircraft in prior quarters; this correction reduced depreciation expense.
(3)	Represents a net reduction in direct cost in Australia upon resolution of local tax matters in the March 2010 and March 2009 quarters.
(4)	Represents a reduction in maintenance expense associated with a credit resulting from the renegotiation of a “power by the hour” contract for aircraft maintenance with a third party provider; this credit is included in direct cost.
(5)	Represents the unfavorable impact on our provision for income taxes in the March 2009 quarter resulting from a one time provision for potential foreign taxes and a settlement of tax contingencies related to certain foreign income taxes.

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The following special items impacted the comparability of our results between the fiscal years ended March 31, 2010 and 2009:

	Fiscal Year Ended March 31, 2010
		Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share From Continuing Operations
	(In thousands, except per share amounts)
Allowance for receivables (1)	$	(1,100	)	$	(1,100	)	$	(715	)	$	(0.02
Depreciation correction (2)		3,250			—			2,898			0.08
Australia local tax (3)		2,041			2,041			1,327			0.04
Departure of officers (4)		(4,874	)		(4,874	)		(3,168	)		(0.09
Hedging gains (5)		—			3,936			2,558			0.07	)
Total	$	(683	)	$	3		$	2,900		$	0.08

	Fiscal Year Ended
	March 31, 2009
	Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations
	(In thousands, except per share amounts)
GOM Asset Sale (6)	$	36,216		$	36,216		$	23,406		$	0.68
Australia items (7)		(4,071	)		(4,071	)		(2,899	)		(0.08	)
Power by the hour credit (8)		6,800			6,800			4,843			0.14
Hurricanes in the U.S. Gulf of Mexico (9)		(2,400	)		(2,826	)		(1,837	)		(0.05	)
Mexico restructuring (10)		4,429			5,867			3,700			0.11
Total	$	40,974		$	41,986		$	27,213		$	0.80

____

(1)	Represents a $3.6 million bad debt allowance recorded for accounts receivable due from our unconsolidated affiliate in Mexico, which we have determined are not probable of collection, which was partially offset by a $2.5 million reduction in a bad debt allowance for accounts receivable due from a customer in Kazakhstan; these items are included in direct cost.
(2)	Represents a reduction in depreciation expense recorded in the March 2010 quarter for errors in the calculation of depreciation on certain aircraft in prior periods; this correction reduced depreciation expense.
(3)	Represents a net expense reduction in Australia upon resolution of local tax matters in the fiscal years ended March 31, 2010 and 2009; the reduction in the fiscal year ended March 31, 2010 reduced direct cost by $1.1 million and general and administrative expense by $0.9 million, and the reduction in the fiscal year ended March 31, 2009 reduced direct cost.
(4)	Represents compensation costs associated with the departure of three of the Company’s officers during the fiscal year ended March 31, 2010; these costs are included in general and administrative costs.
(5)	Represents the impact of pre-tax hedging gains of $3.9 million realized during the fiscal year ended March 31, 2010 due to termination of forward contracts on euro-denominated aircraft purchase commitments; these gains are included in other income (expense), net.
(6)	Represents the impact on the fiscal year ended March 31, 2009 of the gain generated from the sale of 53 small aircraft and related assets operating in the U.S. Gulf of Mexico on October 30, 2008.
(7)	Represents expense recorded during the fiscal year ended March 31, 2009 in Australia related to local tax matters, increases in compensation costs retroactive to prior fiscal years and one time costs associated with introducing new aircraft into this market and moving aircraft within this market; these costs are included in direct cost.

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(8)	Represents a reduction in maintenance expense associated with a credit resulting from the renegotiation of a “power by the hour” contract for aircraft maintenance with a third party provider; this credit is included in direct cost.
(9)	Represents the impact of hurricanes in the U.S. Gulf of Mexico during the fiscal year ended March 31, 2009, which resulted in a decrease in flight activity (reducing revenue by 1.9 million), an increase in direct cost by $0.5 million and a charge of $0.4 million which reduced gain on disposal of other assets.
(10)	Represents the impact of the April 2008 restructuring of our ownership interests in affiliates in Mexico, which increased revenue by $0.8 million, earnings from unconsolidated affiliates, net of losses by $3.7 million and other income (expense), net by $1.4 million.

CAPITAL AND LIQUIDITY

In the March 2010 quarter net cash generated by operating activities was $32.3 million and net cash used in investing activities was $57.5 million.  Net cash generated by operating activities for the quarter included the annual U.K. pension funding payment of $19.9 million.  For the fiscal year ended March 31, 2010, net cash generated by operating activities was $195.4 million and net cash used in investing activities was $411.7 million.  At March 31, 2010, we had:

·   $1.4 billion in stockholders’ investment and $717 million of indebtedness,

·   $78 million in cash and a $100 million undrawn revolving credit facility, and

·   $125 million in aircraft purchase commitments for nine aircraft.

CONFERENCE CALL

Management will conduct a conference call starting at 9:00 a.m. EDT (8:00 a.m. CDT) on Thursday, May 20, 2010, to review financial results for the 2010 fourth quarter and year-ended March 31, 2010.  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:

·   Visit Bristow Group’s investor relations Web page at www.bristowgroup.com

·   Live: Click on the link for “Bristow Group Fiscal 2010 Fourth Quarter Earnings Conference Call”

·   Replay: 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.:

·   Live: Dial toll free 1-877-941-2928

·   Replay: A telephone replay will be available through June 3, 2010 and may be accessed by calling toll free 1-800-406-7325, passcode: 4297370#

Via Telephone outside the U.S.:

·   Live: Dial 480-629-9725

·   Replay: A telephone replay will be available through June 3, 2010 and may be accessed by calling 303-590-3030, passcode: 4297370#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is a leading provider of helicopter services to the worldwide offshore energy industry and one of two helicopter service providers to the offshore energy industry with global operations.  Through its subsidiaries, affiliates and joint ventures, the Company has significant operations in most major offshore oil and gas producing regions of the world, including the North Sea, the U.S. Gulf of Mexico, Nigeria, Australia and Latin America.  For more information, visit the Company’s website at www.bristowgroup.com.

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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 the impact of activity levels, business performance, fiscal 2011 results, industry capital spending 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 Compan y’s quarterly report on Form 10-Q for the quarter ended December 31, 2009 and annual report on Form 10-K for the fiscal year ended March 31, 2009.  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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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Fiscal Year Ended
	March 31,						March 31,
	2010			2009			2010			2009
Gross revenue:
Operating revenue from non-affiliates	$	241,809		$	237,909		$	999,249		$	964,060
Operating revenue from affiliates		15,199			12,412			61,842			64,904
Reimbursable revenue from non-affiliates		24,805			23,412			103,019			99,608
Reimbursable revenue from affiliates		570			1,272			3,646			5,231
		282,383			275,005			1,167,756			1,133,803
Operating expense:
Direct cost		173,653			166,971			717,178			718,375
Reimbursable expense		24,673			23,550			105,853			102,987
Depreciation and amortization		17,365			18,411			74,684			65,514
General and administrative		30,455			24,880			119,701			103,656
		246,146			233,812			1,017,416			990,532
Gain (loss) on GOM Asset Sale		—			(1,564	)		—			36,216
Gain on disposal of other assets		5,328			3,224			18,665			9,089
Earnings from unconsolidated affiliates, net of losses		1,227			4,947			11,852			13,224
Operating Income		42,792			47,800			180,857			201,800
Interest income		215			265			1,012			6,004
Interest expense		(10,781	)		(9,206	)		(42,412	)		(35,149	)
Other income (expense), net		(987	)		1,128			3,036			3,368
Income from continuing operations before provision for income taxes		31,239			39,987			142,493			176,023
Provision for income taxes		(2,571	)		(13,999	)		(28,998	)		(50,493	)
Net income from continuing operations		28,668			25,988			113,495			125,530
Loss from discontinued operations, net of tax		—			—			—			(246	)
Net income		28,668			25,988			113,495			125,284
Net income attributable to noncontrolling interests		(225	)		(137	)		(1,481	)		(2,327	)
Net income attributable to Bristow Group		28,443			25,851			112,014			122,957
Preferred stock dividends		—			(3,163	)		(6,325	)		(12,650	)
Net income available to common stockholders	$	28,443		$	22,688		$	105,689		$	110,307
Basic earnings per common share:
Earnings from continued operations	$	0.79		$	0.78		$	3.23		$	3.96
Loss from discontinued operations		—			—			—			—
Net earnings	$	0.79		$	0.78		$	3.23		$	3.96
Diluted earnings per common share:
Earnings from continued operations	$	0.78		$	0.72		$	3.10		$	3.57
Loss from discontinued operations		—			—			—			(0.01	)
Net earnings	$	0.78		$	0.72		$	3.10		$	3.56
Weighted average number of common shares outstanding:
Basic		35,942			29,110			32,729			27,884
Diluted		36,335			35,748			36,119			34,542
EBITDA	$	59,385		$	67,604		$	259,589		$	276,686

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In addition to segment information for the three months ended March 31, 2010 and 2009, we have presented in the tables below the revised segment information for the fiscal years ended March 31, 2010 and 2009 based on the business unit presentation changes discussed above.

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)

	Three Months Ended				Fiscal Year Ended
	March 31,				March 31,
	2010		2009		2010		2009
Flight hours (excludes Bristow Academy and unconsolidated affiliates):
North America		18,301		20,594		79,345		125,980
Europe		11,843		13,681		54,537		47,493
West Africa		8,547		9,898		35,142		39,027
Australia		3,324		3,585		12,302		15,087
Other International		10,704		13,044		44,373		50,553
Consolidated total		52,719		60,802		225,699		278,140

Gross revenue:
North America	$	45,453		$	47,643		$	189,730		$	239,426
Europe		104,730			105,314			452,998			402,858
West Africa		54,207			51,639			219,212			192,427
Australia		34,014			26,433			130,698			113,801
Other International		32,080			35,197			135,426			147,395
Intrasegment eliminations		(274	)		(497	)		(4,123	)		(1,990	)
Corporate and other		12,173			9,276			43,815			39,886
Consolidated total	$	282,383		$	275,005		$	1,167,756		$	1,133,803

Operating income (loss):
North America	$	1,002		$	3,857		$	11,655		$	29,059
Europe		18,973			19,076			77,053			77,617
West Africa		18,770			16,553			62,410			41,420
Australia		8,349			5,601			30,374			6,758
Other International		601			9,466			25,972			39,827
Gain (loss) on GOM Asset Sale		—			(1,564	)		—			36,216
Gain on disposal of other assets		5,328			3,224			18,665			9,089
Corporate and other		(10,231	)		(8,413	)		(45,272	)		(38,186	)
Consolidated total	$	42,792		$	47,800		$	180,857		$	201,800

Operating margin:
North America	2.2	%	8.1	%	6.1	%	12.1	%
Europe	18.1	%	18.1	%	17.0	%	19.3	%
West Africa	34.6	%	32.1	%	28.5	%	21.5	%
Australia	24.5	%	21.2	%	23.2	%	5.9	%
Other International	1.9	%	26.9	%	19.2	%	27.0	%
Consolidated total	15.2	%	17.4	%	15.5	%	17.8	%

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BRISTOW GROUP INC. AND SUBSIDIARIES

AIRCRAFT COUNT

AS OF MARCH 31, 2010

	Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Training	Fixed   Wing	Total (1)	Unconsolidated Affiliates (2)	Total
North America	75	29	7	—	1	112	—	112
Europe	—	11	39	—	—	50	63	113
West Africa	12	34	5	—	3	54	—	54
Australia	2	10	18	—	—	30	—	30
Other International	5	46	12	—	—	63	141	204
Bristow Academy	—	—	—	81	—	81	—	81
Total	94	130	81	81	4	390	204	594
Aircraft not currently in fleet: (3)
On order	—	4	5	—	—	9
Under option	—	26	13	—	—	39

_________

(1)	Includes 15 aircraft held for sale.
(2)	The 204 aircraft operated or managed by our unconsolidated affiliates are in addition to those aircraft leased from us.
(3)	This table does not reflect aircraft which our unconsolidated affiliates may have on order or under option.

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The following tables present our selected operating data for all four quarters within the fiscal year ended March 31, 2010 for comparison purposes based on the business unit presentation changes discussed above.

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)

	Three Months Ended
	June 30, 2009		Sept. 30, 2009		Dec. 31, 2009		March 31, 2010
Flight hours (excludes Bristow Academy and unconsolidated affiliates):
North America		22,117		21,215		17,712		18,301
Europe		14,855		14,242		13,597		11,843
West Africa		8,950		8,470		9,175		8,547
Australia		2,880		2,794		3,304		3,324
Other International		11,125		11,810		10,734		10,704
Consolidated total		59,927		58,531		54,522		52,719

Gross Revenue:
North America	$	49,856		$	48,737		$	45,684		$	45,453
Europe		115,065			113,913			119,290			104,730
West Africa		54,817			51,452			58,736			54,207
Australia		28,163			30,333			38,188			34,014
Other International		32,994			37,007			33,345			32,080
Intrasegment eliminations		(2,259	)		(1,189	)		(401	)		(274	)
Corporate and other		11,816			11,362			8,464			12,173
Consolidated total	$	290,452		$	291,615		$	303,306		$	282,383

Operating income (loss):
North America	$	4,426		$	4,716		$	1,511		$	1,002
Europe		19,778			19,063			19,239			18,973
West Africa		13,663			15,064			14,913			18,770
Australia		5,656			7,011			9,358			8,349
Other International		7,212			12,978			5,181			601
Intrasegment eliminations		6,009			4,880			2,448			5,328
Corporate and other		(11,972	)		(10,145	)		(12,924	)		(10,231	)
Consolidated total	$	44,772		$	53,567		$	39,726		$	42,792

Operating margin:
North America	8.9	%	9.7	%	3.3	%	2.2	%
Europe	17.2	%	16.7	%	16.1	%	18.1	%
West Africa	24.9	%	29.3	%	25.4	%	34.6	%
Australia	20.1	%	23.1	%	24.5	%	24.5	%
Other International	21.9	%	35.1	%	15.5	%	1.9	%
Consolidated total	15.4	%	18.4	%	13.1	%	15.2	%

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BRISTOW GROUP INC. AND SUBSIDIARIES

GAAP RECONCILIATIONS

EBITDA is a measure that has not been prepared in accordance with GAAP and has not been audited or reviewed by our independent auditors.  EBITDA is therefore considered a non-GAAP financial measure.  A description of adjustments and a reconciliation to net income from continuing operations, the most comparable GAAP financial measure to EBITDA, is as follows (in thousands):

	Three Months Ended				Fiscal Year Ended
	March 31,				March 31,
	2010		2009		2010		2009
	(Unaudited)
Net income from continuing operations	$	28,668	$	25,988	$	113,495	$	125,530
Provision for income taxes		2,571		13,999		28,998		50,493
Interest expense		10,781		9,206		42,412		35,149
Depreciation and amortization		17,365		18,411		74,684		65,514
EBITDA	$	59,385	$	67,604	$	259,589	$	276,686

A reconciliation of our operating income, EBITDA, net income from continuing operations and diluted earnings per share from continuing operations as reported to the calculations of each of these items excluding the special items described earlier in this earnings release is as follows:

	March 2010 Quarter												March 2009 Quarter
		Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations			Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations
	(In thousands, except per share amounts)
As reported	$	42,792		$	59,385		$	28,668		$	0.78		$	47,800		$	67,604		$	25,988		$	0.72
Adjust for special items		(2,872	)		1,000			(1,813	)		(0.06	)		(8,058	)		(8,058	)		(564	)		(0.01)
Excluding special items	$	39,920		$	60,385		$	26,855		$	0.72		$	39,742		$	59,546		$	25,424		$	0.71
	Fiscal Year Ended
	March 31, 2010												March 31, 2009
		Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations			Operating Income			EBITDA			Net Income from Continuing Operations			Diluted Earnings Per Share from Continuing Operations
	(In thousands, except per share amounts)
As reported	$	180,857		$	259,589		$	113,495		$	3.10		$	201,800		$	276,686		$	125,530		$	3.57
Adjust for special items		683			(3	)		(2,900	)		(0.08	)		(40,974	)		(41,986	)		(27,213	)		(0.80)
Excluding special items	$	181,540		$	259,586		$	110,595		$	3.02		$	160,826		$	234,700		$	98,317		$	2.77

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