10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2010
	OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission File Number 001-31617

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	72-0679819
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification Number)
2000 W.  Sam Houston Pkwy. S.,	77042
Suite 1700	(Zip Code)
Houston, Texas
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(713) 267-7600

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes R     No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes R      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer R	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

£  Yes      R  No

Indicate the number shares outstanding of each of the issuer’s classes of Common Stock, as of January 31, 2011.

36,288,362 shares of Common Stock, $.01 par value

BRISTOW GROUP INC.

INDEX — FORM 10-Q

		Page
PART I
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	62
Item 4.	Controls and Procedures	62
PART II
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 6.	Exhibits	64
Signatures                                                                                                                                       & #160;		65

PART I — FINANCIAL INFORMATION

Item 1.  Financial Statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

		Three Months Ended December 31,						Nine Months Ended December 31,
			2010			2009			2010			2009
		(Unaudited) (In thousands, except per share amounts)
Gross revenue:
	Operating revenue from non-affiliates	$	264,064		$	260,907		$	788,711		$	757,440
	Operating revenue from affiliates		18,543			14,581			52,442			46,643
	Reimbursable revenue from non-affiliates		34,918			27,615			80,914			78,214
	Reimbursable revenue from affiliates		344			203			599			3,076
			317,869			303,306			922,666			885,373
Operating expense:
	Direct cost		186,937			189,456			559,211			543,525
	Reimbursable expense		34,548			28,219			79,746			81,180
	Depreciation and amortization		21,338			20,663			61,637			57,319
	General and administrative		33,715			30,758			95,132			89,246
			276,538			269,096			795,726			771,270
Gain (loss) on disposal of assets			(33	)		2,448			3,582			13,337
Earnings from unconsolidated affiliates, net of losses			5,341			3,068			9,355			10,625
	Operating income		46,639			39,726			139,877			138,065
Interest income			417			365			877			797
Interest expense			(13,773	)		(10,979	)		(36,263	)		(31,631	)
Other income (expense), net			(2,792	)		3,695			(2,388	)		4,023
	Income before provision for income taxes		30,491			32,807			102,103			111,254
(Provision for) benefit from income taxes			11,823			(5,681	)		(33	)		(26,427	)
	Net income		42,314			27,126			102,070			84,827
	Net income attributable to noncontrolling interests		(555	)		(448	)		(623	)		(1,256	)
	Net income attributable to Bristow Group		41,759			26,678			101,447			83,571
	Preferred stock dividends		—			—			—			(6,325	)
	Net income available to common stockholders	$	41,759		$	26,678		$	101,447		$	77,246
Earnings per common share:
	Basic	$	1.15		$	0.74		$	2.82		$	2.43
	Diluted	$	1.13		$	0.74		$	2.77		$	2.32

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

			December 31,			March 31,
			2010			2010
			(Unaudited)
			(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents		$	100,863		$	77,793
	Accounts receivable from non-affiliates, net of allowance for doubtful accounts of $0.7 million and $0.2 million, respectively			233,730			203,312
	Accounts receivable from affiliates, net of allowance for doubtful accounts of $­­­­5.6 million and $4.7 million, respectively			20,915			16,955
	Inventories			195,537			186,863
	Prepaid expenses and other current assets			38,292			31,448
		Total current assets		589,337			516,371
Investment in unconsolidated affiliates				206,139			204,863
Property and equipment – at cost:
	Land and buildings			96,593			86,826
	Aircraft and equipment			2,141,804			2,036,962
				2,238,397			2,123,788
	Less – Accumulated depreciation and amortization			(450,897	)		(404,443	)
				1,787,500			1,719,345
Goodwill				31,636			31,755
Other assets				24,124			22,286
			$	2,638,736		$	2,494,620
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
	Accounts payable		$	47,068		$	48,545
	Accrued wages, benefits and related taxes			41,877			35,835
	Income taxes payable			—			2,009
	Other accrued taxes			2,851			3,056
	Deferred revenue			8,009			19,321
	Accrued maintenance and repairs			15,035			10,828
	Accrued interest			8,143			6,430
	Other accrued liabilities			19,304			14,508
	Deferred taxes			13,268			10,217
	Short-term borrowings and current maturities of long-term debt			8,039			15,366
		Total current liabilities		163,594			166,115
Long-term debt, less current maturities				717,469			701,195
Accrued pension liabilities				112,248			106,573
Other liabilities and deferred credits				32,107			20,842
Deferred taxes				137,189			143,324
Commitments and contingencies (Note 5)
Stockholders’ investment:
	Common stock, $.01 par value, authorized 90,000,000; outstanding: 36,289,089 as of December 31 and 35,954,040 as of March 31 (exclusive of 1,291,325 treasury shares)			363			359
	Additional paid-in capital			686,952			677,397
	Retained earnings			920,792			820,145
	Accumulated other comprehensive loss			(138,687	)		(148,102	)
				1,469,420			1,349,799
	Noncontrolling interests			6,709			6,772
				1,476,129			1,356,571
			$	2,638,736		$	2,494,620

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

BRISTOW GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

		Nine Months Ended December 31,
		2010			2009
		(Unaudited)
		(In thousands)
Cash flows from operating activities:
	Net income	$	102,070		$	84,827
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		61,637			57,319
	Deferred income taxes		(3,648	)		18,892
	Discount amortization on long-term debt		2,360			2,213
	Gain on disposal of assets		(3,582	)		(13,337	)
	Gain on sales of joint ventures		(572	)		—
	Stock-based compensation		10,763			9,914
	Equity in earnings from unconsolidated affiliates less than (in excess of) dividends received		(1,447	)		(6,853	)
	Tax benefit related to stock-based compensation		(230	)		(409	)
Increase (decrease) in cash resulting from changes in:
	Accounts receivable		(26,514	)		794
	Inventories		(6,414	)		(11,382	)
	Prepaid expenses and other assets		(8,365	)		14,555
	Accounts payable		(3,546	)		4,638
	Accrued liabilities		(5,340	)		3,216
	Other liabilities and deferred credits		(1,773	)		(1,370	)
Net cash provided by operating activities			115,399			163,017
Cash flows from investing activities:
	Capital expenditures		(122,748	)		(250,272	)
	Deposits on assets held for sale		1,000			—
	Proceeds from sales of joint ventures		1,291			—
	Proceeds from asset dispositions		17,175			74,973
	Acquisition, net of cash received		—			(178,961	)
Net cash used in investing activities			(103,282	)		(354,260	)
Cash flows from financing activities:
	Proceeds from borrowings		253,013			—
	Debt issuance costs		(3,339	)		—
	Repayment of debt		(246,553	)		(10,068	)
	Distribution to noncontrolling interest owners		(637	)		—
	Partial prepayment of put/call obligation		(44	)		(52	)
	Acquisition of noncontrolling interest		(800	)		—
	Preferred stock dividends paid		—			(6,325	)
	Issuance of common stock		754			1,336
	Tax benefit related to stock-based compensation		230			409
Net cash provided by (used in) financing activities			2,624			(14,700	)
Effect of exchange rate changes on cash and cash equivalents			8,329			12,033
Net increase (decrease) in cash and cash equivalents			23,070			(193,910	)
Cash and cash equivalents at beginning of period			77,793			300,969
Cash and cash equivalents at end of period		$	100,863		$	107,059
Supplemental disclosure of cash flow information:
Cash paid during the period for:
	Interest	$	32,350		$	31,830
	Income taxes	$	9,072		$	9,904

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities (“Bristow Group,” the “Company,” “we,” “us,” or “our”) after elimination of all significant intercompany accounts and transactions.  Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period.  Therefore, the fiscal year ending March 31, 2011 is referred to as fiscal year 2011.  Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), the information contained in the following notes to condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed co nsolidated financial statements included herein should be read in conjunction with the consolidated financial statements and related notes thereto contained in our fiscal year 2010 Annual Report (the “fiscal year 2010 Financial Statements”).  Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year.

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position of the Company as of December 31, 2010, the consolidated results of operations for the three and nine months ended December 31, 2010 and 2009, and the consolidated cash flows for the nine months ended December 31, 2010 and 2009.

5

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Foreign Currency

See “Foreign Currency” in Note 1 to the fiscal year 2010 Financial Statements for a discussion of the related accounting policies.  Other income (expense), net, in our condensed consolidated statements of income includes foreign currency transaction gains (losses) of $(0.5) million and $(0.7) million for the three and nine months ended December 31, 2010, respectively, and $0.7 million and $(0.1) million, for the three and nine months ended December 31, 2009, respectively.  Additionally, other income (expense), net includes $2.8 million and $3.9 million of hedging gains realized during the three and nine months ended December 31, 2009, respectively, resulting from termination of forward contracts on euro-denominated aircraft purchase commitments.

During the three and nine months ended December 31, 2010 and 2009, our primary foreign currency exposures were to the British pound sterling, the euro, the Australian dollar and the Nigerian naira.  The value of these currencies has fluctuated relative to the U.S. dollar as indicated in the following table:

	Three Months Ended December 31,		Nine Months Ended December 31,
	2010	2009	2010	2009
One British pound sterling into U.S. dollars
High	1.63	1.68	1.63	1.70
Average	1.58	1.63	1.54	1.61
Low	1.54	1.58	1.43	1.44
At period-end	1.57	1.61	1.57	1.61
One euro into U.S. dollars
High	1.42	1.51	1.42	1.51
Average	1.36	1.48	1.31	1.42
Low	1.30	1.42	1.19	1.29
At period-end	1.34	1.43	1.34	1.43
One Australian dollar into U.S. dollars
High	1.03	0.94	1.03	0.94
Average	0.99	0.91	0.93	0.84
Low	0.96	0.87	0.81	0.69
At period-end	1.03	0.90	1.03	0.90
One Nigerian naira into U.S. dollars
High	0.0068	0.0069	0.0070	0.0069
Average	0.0067	0.0067	0.0067	0.0067
Low	0.0065	0.0066	0.0065	0.0063
At period-end	0.0066	0.0067	0.0066	0.0067

________

Source:  Bank of England and Oanda.com

6

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

We estimate that the fluctuation of exchange rates related to these currencies versus exchange rates during the three and nine months ended December 31, 2009 had the following effect on our financial condition and results of operations, net of the effect of derivative contracts discussed in Note 7 (in thousands):

	Three Months Ended December 31,  2010			Nine Months Ended December 31, 2010
Revenue	$	(2,278	)	$	(3,393	)
Operating expense		3,022			6,812
Earnings from unconsolidated affiliates, net of losses		(119	)		(350	)
Operating income		625			3,069
Non-operating expense		(4,022	)		(4,533	)
Income before provision for income taxes		(3,397	)		(1,464	)
(Provision for) benefit from income taxes		531			(394	)
Net income		(2,866	)		(1,858	)
Cumulative translation adjustment		(818	)		9,010
Total stockholders’ investment	$	(3,684	)	$	7,152

Our earnings from unconsolidated affiliates are also affected by the impact of changes in foreign currency exchange rates on the reported results of our unconsolidated affiliates.  During the three months ended December 31, 2010 and 2009, earnings from unconsolidated affiliates were increased by $0.3 million and $1.0 million, respectively, as a result of the impact of changes in foreign currency exchange rates on the results of our unconsolidated affiliates, primarily in Brazil.  During the nine months ended December 31, 2010 and 2009, earnings from unconsolidated affiliates were increased by $0.9 million and $5.4 million, respectively, as a result of the impact of changes in foreign currency exchange rates on the results of our unconsolidated affiliates, primarily in Brazil.

Other Matters

In addition to the foreign currency items discussed above, other income (expense), net also includes gains on sales of two joint ventures of $0.6 million during the nine months ended December 31, 2010 and a $2.3 million redemption premium as a result of the early redemption of the 6⅛% Senior Notes due 2013 (“6⅛% Senior Notes”) during the three and nine months ended December 31, 2010 as discussed in Note 3.

As of December 31 and March 31, 2010, other accrued liabilities on the condensed consolidated balance sheets primarily includes accruals for insurance, travel, training, accommodations, fuel and freight as well as deposits for aircraft held for sale.

As discussed in “Item 1A. Risk Factors” in our fiscal year 2010 Annual Report, our results of operations are subject to seasonal fluctuations as a result of harsh weather conditions and shorter winter days which can limit activity and reduce flying.

Recent Accounting Pronouncements

On April 1, 2010, we adopted new accounting and disclosure requirements for transfers of financial assets which changed the requirements for derecognizing financial assets and require greater transparency and additional disclosures for transfers of financial assets and the entity’s continuing involvement with them.  In addition, the concept of a qualifying special-purpose entity was eliminated.  We have no financial assets subject to these requirements and therefore the adoption of these requirements had no impact on our financial position, cash flows and results of operations.

7

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

On April 1, 2010, we adopted an amendment to the accounting and disclosure requirements for the consolidation of Variable Interest Entities (“VIEs”).  This amendment changes how a reporting entity identifies a controlling financial interest in a VIE from the quantitative risk and rewards approach to a qualitative approach and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the entity the primary beneficiary of the VIE.  Our adoption of this amendment did not change our conclusions with regard to VIEs and did not have an impact on our financial position, cash flows and results of operations.  The additional disclosure requirements included in this amendment are provided in Note 2.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued a standard to amend disclosure requirements related to fair value measurements by requiring additional disclosures for transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring fair value measurement disclosures for each “class” of assets and liabilities.  This standard also requires separate line item disclosure of all purchases, sales, issuances and settlements of financial instruments valued using significant unobservable inputs (Level 3) in the reconciliation for fair value measurements, in contrast to the current aggregate presentation as a single line item.  Certain disclosure requirements of this standard were effective April 1, 2010, while other disclosure requirements of th e standard are effective for financial statements issued for fiscal years beginning after December 15, 2010 and interim periods within those years.  Since these amended principles require only additional disclosures concerning fair value measurements, adoption did not and will not impact our financial position, cash flows or results of operations.

In October 2009, the FASB issued application guidance on multiple deliverables in revenue arrangements which is effective for us on April 1, 2011.  This update provides further guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting and establishes a selling price hierarchy for determining the selling price of a deliverable.  The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available.  We have not yet determined the impact that the adoption of this guidance would have on our f inancial position, cash flows or results of operations, if any.

NOTE 2 — VARIABLE INTEREST ENTITIES

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest.  A VIE is consolidated by its primary beneficiary.  The primary beneficiary has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.  If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. 

As of December 31, 2010, we have three VIEs of which we are the primary beneficiary and were involved in one VIE of which we are not the primary beneficiary.

VIEs of which we are the primary beneficiary

Bristow Aviation Holdings Limited — We own 49% of Bristow Aviation Holdings Limited’s (“Bristow Aviation”) common stock and a significant amount of its subordinated debt.  Bristow Aviation is incorporated in England and holds all of the outstanding shares in Bristow Helicopter Group Limited (“Bristow Helicopters”).  Its subsidiaries provide helicopter services to customers primarily in the U.K, Norway, Australia and Nigeria.  Bristow Aviation is organized with three different classes of ordinary shares having disproportionate voting rights.  The Company, Caledonia Investments plc and its subsidiary, Caledonia Industrial & Services Limited (collectively, “Caledonia”) and a European Union i nvestor (the “E.U. Investor”) own 49%, 46% and 5%, respectively, of Bristow Aviation’s total outstanding ordinary shares, although Caledonia has voting control over the E.U. Investor’s shares.

8

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

In addition to our ownership of 49% of Bristow Aviation’s outstanding ordinary shares, in May 2004, we acquired eight million shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per share ($14.4 million in total).  We also have £91.0 million ($142.5 million) principal amount of subordinated unsecured loan stock (debt) of Bristow Aviation bearing interest at an annual rate of 13.5% and payable semi-annually.  Payment of interest on such debt has been deferred since its incurrence in 1996.  Deferred interest accrues at an annual rate of 13.5% and aggregated $813.6 million as of December 31, 2010.

The Company, Caledonia, the E.U. Investor and Bristow Aviation have entered into a shareholder agreement respecting, among other things, the composition of the board of directors of Bristow Aviation.  On matters coming before Bristow Aviation’s board, Caledonia’s representatives have a total of three votes and the two other directors have one vote each.  In addition, Caledonia has the right to nominate two persons to our board of directors and to replace any such directors so nominated.

Caledonia, the Company and the E.U. Investor also have entered into a put/call agreement under which, upon giving specified prior notice, we have the right to buy all the Bristow Aviation shares held by Caledonia and the E.U. Investor, who, in turn, each have the right to require us to purchase such shares.  Under current English law, we would be required, in order for Bristow Aviation to retain its operating license, to find a qualified E.U. investor to own any Bristow Aviation shares we have the right to acquire under the put/call agreement.  The only restriction under the put/call agreement limiting our ability to exercise the put/call option is a requirement to consult with the Civil Aviation Authority (“CAA”) in the U.K. regarding the suitability of the new holder of the Bristow Aviation shares.
60; The put/call agreement does not contain any provisions should the CAA not approve the new E.U. investor.  However, we would work diligently to find a E.U. investor suitable to the CAA.  The amount by which we could purchase the shares of the other investors holding 51% of the equity of Bristow Aviation is fixed under the terms of the call option, and we have reflected this amount on our condensed consolidated balance sheets as noncontrolling interest.

Furthermore, the call option provides a mechanism whereby the economic risk for the other investors is limited should the financial condition of Bristow Aviation deteriorate.  The call option price is the nominal value of the ordinary shares held by the noncontrolling shareholders (£1.0 million as of December 31, 2010) plus an annual guaranteed rate of return less any prepayments of such call option price and any dividends paid on the shares concerned.  We can elect to pre-pay the guaranteed return element of the call option price wholly or in part without exercising the call option.  No dividends have been paid.  We have accrued the annual return due to the other shareholders at a rate of sterling LIBOR plus 3% (prior to May 2004, the rate was fixed at 12%) by recognizing noncontrolling in terest expense in our condensed consolidated statements of income, with a corresponding increase in noncontrolling interest on our condensed consolidated balance sheets.  Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on our condensed consolidated balance sheets.  The other investors have an option to put their shares in Bristow Aviation to us.  The put option price is calculated in the same way as the call option price except that the guaranteed rate for the period to April 2004 was 10% per annum.  If the put option is exercised, any pre-payments of the call option price are set off against the put option price.

9

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Bristow Aviation and its subsidiaries are exposed to similar operational risks and are therefore monitored and evaluated on a similar basis by management.  Accordingly, the financial information reflected on our condensed consolidated balance sheets and statements of income for Bristow Aviation and subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands):

	December 31,  2010		March 31, 2010
Assets
Cash and cash equivalents	$	48,964	$	54,292
Accounts receivable		170,111		149,848
Inventories		104,632		98,993
Prepaid expenses and other current assets		47,319		35,093
Total current assets		371,026		338,226
Investment in unconsolidated affiliates		12,818		12,938
Property and equipment, net		235,744		204,521
Goodwill		15,456		15,569
Other assets		8,735		15,020
Total assets	$	643,779	$	586,274
Liabilities
Accounts payable		71,194		54,592
Accrued liabilities		879,302		793,754
Deferred taxes		12,219		11,633
Short-term borrowings and current maturities of long-term debt		3,152		16,497
Total current liabilities		965,867		876,476
Long-term debt, less current maturities		152,469		138,020
Accrued pension liabilities		112,248		106,573
Other liabilities and deferred credits		12,865		6,211
Deferred taxes		11,137		14,989
Total liabilities	$	1,254,586	$	1,142,269

	Three Months Ended December 31,				Nine Months Ended December 31,
	2010		2009		2010		2009
Revenue	$	227,599	$	226,475	$	655,426	$	642,495
Operating income	$	11,716	$	7,832	$	29,849	$	37,846
Net loss	$	18,160	$	20,776	$	59,628	$	49,408

Bristow Caribbean Ltd. — Effective September 30, 2010, we own 100% of Bristow Caribbean Ltd. (“BCL”) resulting from our purchase on that date of 60% of the interest in BCL we previously did not own for $0.8 million.  BCL operates eight aircraft in Trinidad, providing offshore helicopter services to customers.  As the Company maintained a controlling financial interest both prior to and subsequent to the change in ownership interest, the transaction was viewed as a transaction among the equity owners.  No gain or loss was recognized in the statement of income, and any difference between the fair value of the consideration paid and the amount by which the noncontrolling interest was adjusted was recognized as equity attributable to the pa rent.

10

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

The activities that most significantly impact BCL’s economic performance relate to the day-to-day operation of the company, including identifying and contracting with customers, and strategic decisions regarding the potential expansion of the company’s operations.  Prior to September 30, 2010, we controlled the significant management decisions of this entity, including the payment of dividends to our partner, and therefore consolidated BCL as the entity’s primary beneficiary.

BCL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the amounts for Bristow Aviation and its subsidiaries presented above for the period prior to September 30, 2010.

Bristow Helicopters Nigeria Ltd. — Bristow Helicopters Nigeria Ltd. (“BHNL”) is a joint venture in Nigeria with local partners, in which we own an interest of 40%. BHNL provides helicopter services to customers in Nigeria.

In order to have a presence in the Nigerian market, Bristow was required to identify local citizens to participate in the ownership of entities domiciled in the region.  However, these owners do not have extensive knowledge of the aviation industry and have historically deferred to the expertise of Bristow in the overall management and day-to-day operation of BHNL. Thus, because Bristow has the power to direct the most significant activities affecting the ongoing success of BHNL and holds a variable interest in the entity in the form of its equity investment, Bristow consolidates BHNL as the primary beneficiary.

BHNL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the amounts for Bristow Aviation and its subsidiaries presented above.

Pan African Airlines Nigeria Ltd. — Pan African Airlines Nigeria Ltd. (“PAAN”) is a joint venture in Nigeria with local partners, in which we own an interest of 50.17%.  PAAN provides helicopter services to customers in Nigeria.

The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of the company (including identifying and contracting with customers), setting the operating and capital budgets, and strategic decisions regarding the potential expansion of the company’s operations.  Throughout the history of the PAAN, through its Board seats and managing director, Bristow has directed the key operational decisions of PAAN (without objection from the other Board members).  As we have the power to direct the significant activities of PAAN, we consolidate the entity as the primary beneficiary.  However, as we own a majority interest in PAAN, the separate presentation of financial information for PAAN is not required.

VIEs of which we are not the primary beneficiary

Heliservicio — We own a 24% interest in Heliservicio (“Heliservicio”), a Mexican corporation, which provides onshore helicopter services to the Mexican Federal Electric Commission and offshore helicopter transportation services to Petróleos Mexicanos and other companies on a contract and ad hoc basis.  Heliservicio leases 21 aircraft from us and leases 13 aircraft from third parties to provide helicopter services to its customers.  See Note 2 for discussion of the pending sale of our interest in Heliservicio.

The activities that most significantly impact Heliservicio’s economic performance relate to (a) the day-to-day operation of the company, including decisions relating to hiring/firing personnel, where and when to fly, and what customers to fly for and extend credit to; and (b) strategic decisions regarding the potential expansion of the company’s operations.  The other partner in Heliservicio has the ability to control these decisions through its majority board representation.  As such, we have determined that we would not be the primary beneficiary of Heliservicio as we do not have the power to direct the most significant activities which affect the economic success of the entity.  Accordingly, we account for our 24% interest in Heliservicio as an equity method investment.

11

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

The following table summarizes the amounts recorded for this nonconsolidated VIE and the related off-balance sheet guarantees (in thousands):

	December 31, 2010				March 31, 2010
	Carrying Amount		Maximum Exposure to Loss		Carrying Amount		Maximum Exposure to Loss
Assets:
Accounts receivable (1)	$	14,283	$	19,868	$	11,986	$	16,571
Investment in unconsolidated affiliate		2,459		2,459		3,329		3,329
Total assets	$	16,742	$	22,327	$	15,315	$	19,900
Off-Balance Sheet:
Guarantees (2)	$	—	$	23,817	$	—	$	26,352

__________

(1)	Amounts presented herein include unbilled accounts receivable of $3.5 million and $3.8 million as of December 31 and March 31, 2010, respectively.  The carrying amounts presented are net of allowances for doubtful accounts of $5.6 million and $4.6 million as of December 31 and March 31, 2010, respectively.
(2)	We have received a counter-guarantee from our partner in Heliservicio for 76% ($18.1 million and $20.0 million as of December 31 and March 31, 2010, respectively) of these amounts, which is not reflected in the table above.

In addition to our 24% interest in Heliservicio, we own a 99% interest in Rotorwing Leasing Resources, L.L.C. (“RLR”), a consolidated subsidiary that leases helicopters to Heliservicio.  On January 14, 2011, we entered into an Equity Interest Purchase and Sale Agreement (the “Equity Agreement”) with Controladora De Servicios Aeronauticos, S.A. de C.V. (“CICSA”) and Rotorwing Financial Services, Inc. (“RFS”), the owner of the other 76% of Heliservicio and the owner of the other 1% of RLR, respectively.  Through this agreement, we and our partners have agreed that CICSA will purchase the remaining 24% interest in Heliservicio.  Additionally, concurrent with the sale of our interest in Heliservicio, we will execute our option under a prior agreement to purchase the 1% interest in RLR owned by RFS.  We expect this transaction to be substantially complete by March 31, 2011. Once complete, we will have no ownership interest in Heliservicio and full ownership of RLR.

The Equity Agreement also includes provisions for the settlement of past due amounts (including past due accounts receivable) due from Heliservicio to us and settlement of other matters.  As part of this agreement, on January 31, 2011, we received a net payment from Heliservicio of $2.7 million that was applied to outstanding accounts receivable and wrote-off $5.6 million of previously reserved accounts receivable due from Heliservicio.

The Equity Agreement also provides for our release from the $23.8 million in guarantees included in the table above and discussed in Note 5.  While we will no longer have an equity interest in an operating entity in Mexico, we will continue to lease aircraft from RLR and other consolidated subsidiaries to Heliservicio under revised lease agreements.

We currently have approximately $24 million of inventory supporting the fleet of aircraft operated by Heliservicio in Mexico, of which approximately $12 million is in Mexico with the remainder in transit to Mexico or at our maintenance facilities in the U.S.  We expect to recover the value of this inventory either through use in Heliservicio’s operations, consumption elsewhere in the Bristow Group fleet, in support of other operator's fleets or through sale of the inventory to third parties.  However, if certain events do not occur as expected, it is possible that a partial impairment of the inventory may be necessary.  We estimate the range of potential loss to be $5 million to $10 million.

12

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

NOTE 3 — DEBT

Debt as of December 31 and March 31, 2010 consisted of the following (in thousands):

	December 31, 2010			March 31, 2010
7 ½% Senior Notes due 2017, including $0.4 million and $0.5 million of unamortized premium, respectively	$	350,426		$	350,473
$200 Million Term Loan		200,000			—
Revolving Credit Facility		43,000			—
6 ⅛% Senior Notes due 2013		—			230,000
3% Convertible Senior Notes due 2038, including $16.6 million and $19.0 million of unamortized discount, respectively		98,403			96,043
Bristow Norway Debt		11,194			11,841
RLR Note		15,206			16,089
Term loans		5,314			12,081
Other debt		1,965			34
Total debt		725,508			716,561
Less short-term borrowings and current maturities of long-term debt		(8,039	)		(15,366	)
Total long-term debt	$	717,469		$	701,195

Revolving Credit Facility and Term Loan

In November 2010, we entered into a $375 million amended and restated revolving credit and term loan agreement (“Amended and Restated Credit Agreement”), which includes a five-year, $175 million revolving credit facility (“Revolving Credit Facility”) and a five-year, $200 million term loan (“$200 Million Term Loan”) and a subfacility of $30 million for letters of credit.  The Amended and Restated Credit Agreement replaces our syndicated senior secured credit facilities which consisted of a $100 million revolving credit facility (with a subfacility of $25 million for letters of credit) and a $25 million letter of credit facility.  Borrowings outstanding as of December 31, 2010 under the Revolving Credit Facility totaled $43.0 million.  Proceeds from the $200 Million Term Loan and the borrowings under the Revolving Credit Facility were used primarily to redeem the 6⅛% Senior Notes as described below.  Borrowings under the Revolving Credit Facility are due on November 22, 2015.  Borrowings under the $200 Million Term Loan are payable in quarterly installments commencing on December 31, 2011, with the aggregate unpaid principal balance of $130 million due on November 22, 2015.  We incurred $3.3 million of deferred financing costs which are included in other assets as of December 31, 2010 and will be amortized to interest expense over five years.

Borrowings under the Revolving Credit Facility and $200 Million Term Loan bear interest at a rate equal to, at our option, Base Rate or LIBOR plus a borrowing margin ranging from 0.625% to 2.875% based on our leverage ratio.  “Base Rate” means the higher of the per annum rate the administrative agent publicly announces as its prime lending rate in effect from time to time or the Federal Funds rate plus 0.50% per annum.   The borrowing margin is the greater of 2.50% per annum or the appropriate percentage based on the leverage ratio until delivery of the financial statements for the three months ended June 30, 2011 and the borrowing rate was 2.79% as of December 31, 2010.

Obligations under the Amended and Restated Credit Agreement are guaranteed by certain of the our principal domestic subsidiaries (the “Guarantor Subsidiaries”) and secured by the U.S. cash and cash equivalents, accounts receivable, inventories, non-aircraft equipment, prepaid expenses and other current assets, intangible assets and intercompany promissory notes held by Bristow Group Inc. and the Guarantor Subsidiaries, and 100% and 65% of the capital stock of certain of our principal domestic and foreign subsidiaries, respectively.  In addition, the Amended and Restated Credit Agreement includes customary covenants, including certain financial covenants and restrictions on our ability to enter into certain transactions, including those that could result in the incurrence of additional indebtedness and liens; the making of loans, guarantees or investments; sale of assets; payments of dividends or repurchases of our capital stock; and entering into transactions with affiliates.

13

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

6⅛% Senior Notes due 2013

On December 23, 2010, we redeemed the 6⅛% Senior Notes and incurred a $2.3 million redemption premium, which is included in other income (expense), net for the three and nine months ended December 31, 2010.  Additionally, we recorded non-cash expense of $2.4 million for unamortized debt issuance cost, which is included in interest expense for the three and nine months ended December 31, 2010.

3% Convertible Senior Notes due 2038

In June 2008, we completed the sale of $115.0 million of 3% Convertible Senior Notes due 2038 (“3% Convertible Senior Notes”).  The notes are convertible, under certain circumstances, using a net share settlement process, into a combination of cash and our common stock, par value $.01 per share (“Common Stock”).  In general, upon conversion of a note, the holder will receive cash equal to the principal amount of the note and Common Stock to the extent of the note’s conversion value in excess of such principal amount.  For further details on the 3% Convertible Senior Notes, see Note 6 to the fiscal year 2010 Financial Statements.

The balances of the liability and equity components of the 3% Convertible Senior Notes as of each period presented are as follows (in thousands):

	December 31,  2010			March 31,  2010
Equity component – net carrying value	$	14,905		$	14,905
Debt component:
Face amount due at maturity	$	115,000		$	115,000
Unamortized discount		(16,597	)		(18,957	)
Debt component – net carrying value	$	98,403		$	96,043

The remaining debt discount is being amortized into interest expense over the expected five year remaining life of the 3% Convertible Senior Notes using the effective interest rate of 6.9%.  Interest expense related to the 3% Convertible Senior Notes was recognized as follows (in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
		2010		2009		2010		2009
Contractual coupon interest	$	862	$	862	$	2,588	$	2,588
Amortization of debt discount		795		751		2,360		2,213
Total interest expense	$	1,657	$	1,613	$	4,948	$	4,801

Bristow Norway Debt and Overdraft Facility

Bristow Norway had two term loans with a Norwegian bank that were used to purchase two helicopters.  In August 2009, these two term loans were repaid in the amounts of Norwegian kroner (“NOK”) 9.5 million ($1.6 million) and NOK 26.0 million ($4.3 million).  There is a third term loan that was used to purchase a third helicopter and was denominated in U.S. dollars prior to converting to NOK in August 2009.  In October 2010, this third term loan was refinanced for three years at a fixed rate of approximately 5% per annum, payable in quarterly installments of NOK 1.7 million ($0.3 million as of December 31, 2010), with the balloon payment of NOK 47.9 million ($8.2 million as of December 31, 2010) due at maturity.  As of December 31, 2010, this term loan had a balance of NOK 65.1 million ($11.2 million).  This outstanding term loan is secured by the helicopter and certain receivables.  Additionally, Bristow Norway has an overdraft facility of NOK 5 million ($0.9 million) with a Norwegian bank.  No borrowings were outstanding under this overdraft facility as of December 31, 2010.  Borrowings under the overdraft facility bear interest at a reference rate plus a margin and this overdraft facility can be terminated by either party upon ten banking days’ written notice. 

14

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Term loans

In May 2010, we repaid $5.9 million of the term loans early.  The quarterly principal payments of $0.6 million were reduced to $0.3 million, with the final principal payment remaining due on June 30, 2015.  On January 21, 2011, the balance outstanding of the term loans was repaid in full.

Other debt

On July 15, 2010, we borrowed $8.1 million from Whitney National Bank, which was secured by one aircraft, and was subsequently repaid on December 15, 2010.

In April 2010, Aviashelf Aviation Co., a fully consolidated subsidiary operating in Russia, entered into a short-term loan with Bank Iturup for 60 million Russian rubles ($2.0 million) at a 19% interest rate that matures on March 31, 2011.

NOTE 4 — FAIR VALUE DISCLOSURES

Assets and liabilities subject to fair value are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows:

·   Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·   Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·   Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table summarizes the financial instruments we had as of December 31, 2010, which are valued at fair value on a recurring basis (in thousands):

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of December 31, 2010		Balance Sheet Classification
Derivative asset	$	—	$	623	$	—	$	623		Prepaid expenses and other current assets
Rabbi Trust investments		3,295		—		—		3,295		Other assets
Total assets	$	3,295	$	623	$	—	$	3,918

The rabbi trust investments consist of money market and mutual funds whose fair value is based on quoted prices in active markets for identical assets, and are designated as Level 1 within the valuation hierarchy.  The rabbi trust holds investments related to our non-qualified deferred compensation plan for our senior executives as discussed in Note 10 in the fiscal year 2010 Financial Statements.  The methods and assumptions used to estimate the fair values of the derivative assets in the table above include the mark-to-market statements from the counterparties, which can be validated using modeling techniques that include market inputs, such as publicly available forward market rates, and are designated as Level 2 within the valuation hierarchy.  For further details on the derivative assets see Note 7.< /font>

15

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

The fair value of our financial instruments has been estimated in accordance with the accounting standard regarding fair value.  The fair value of our fixed rate long-term debt is estimated based on quoted market prices.  The carrying and fair values of our debt, including the current portion, are as follows (in thousands):

	December 31, 2010				March 31, 2010
	Carrying Value		Fair  Value		Carrying Value		Fair Value
7 ½% Senior Notes	$	350,426	$	366,625	$	350,473	$	352,625
$200 Million Term Loan		200,000		200,000		—		—
Borrowings on Revolving Credit Facility		43,000		43,000		—		—
6 ⅛% Senior Notes		—		—		230,000		228,850
3% Convertible Senior Notes		98,403		115,000		96,043		101,488
Other		33,679		33,679		40,045		40,045
	$	725,508	$	758,304	$	716,561	$	723,008

The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.

NOTE 5 — COMMITMENTS AND CONTINGENCIES

Aircraft Purchase Contracts — As shown in the table below, we expect to make additional capital expenditures over the next four fiscal years to purchase additional aircraft.  As of December 31, 2010, we had 9 aircraft on order and options to acquire an additional 34 aircraft.  Although a similar number of our existing aircraft may be sold during the same period, the additional aircraft on order are expected to provide incremental fleet capacity in terms of potential revenue and operating income.

	Three  Months Ending  March 31,			Fiscal Year Ending March 31,
	2011			2012			2013		2014		2015		Total
Commitments as of December 31, 2010:
Number of aircraft:
Medium		3			—			—		—		—		3
Large		—			6			—		—		—		6
		3	(1)		6	(2)		—		—		—		9
Related expenditures (in thousands) (3)	$	13,333		$	91,931		$	—	$	—	$	—	$	105,264
Options as of December 31, 2010:
Number of aircraft:
Medium		—			3			11		4		7		25
Large		—			—			5		4		—		9
		—			3			16		8		7		34
Related expenditures (in thousands) (3)	$	2,556		$	90,833		$	261,572	$	125,034	$	81,240	$	561,235

_________

(1)	No signed customer contracts are currently in place for these aircraft.
(2)	Signed customer contracts are currently in place for these six aircraft.
(3)	Includes progress payments on aircraft scheduled to be delivered in future periods.

16

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

The following chart presents an analysis of our aircraft orders and options during fiscal year 2011:

	Three Months Ended
	December 31, 2010				September 30, 2010				June 30, 2010
	Orders		Options		Orders		Options		Orders		Options
Beginning of quarter	12		35		7		41		9		39
Aircraft delivered	(3	)	—		(1	)	—		(1	)	—
Cancelled orders	—		—		—		—		(1	)	—
Exercised options	—		—		6		(6	)	—		—
Reinstated options	—		—		—		—		—		2
Transferred options	—		(1	)	—		—		—		—
End of quarter	9		34		12		35		7		41

Employee Agreements — Certain of our employees are represented by collective bargaining agreements and/or unions.  These agreements generally include annual escalations of up to 6%.  Periodically, certain groups of our employees who are not covered by a collective bargaining agreement consider entering into such an agreement.

Internal Review — In February 2005, we voluntarily advised the staff of the SEC that the Audit Committee of our board of directors had engaged special outside counsel to undertake a review of certain payments made by two of our affiliated entities in Nigeria.  The review of these payments, which initially focused on Foreign Corrupt Practices Act matters, was subsequently expanded by the Audit Committee to cover operations in other countries and other issues (the “Internal Review”).  As a result of the findings of the Internal Review (which was completed in late 2005), our quarter ended December 31, 2004 and prior financial statements were restated.  We also provided the SEC with documentation resulting from the Internal Review whic h eventually resulted in a formal SEC investigation.  In September 2007, we consented to the issuance of an administrative cease-and-desist order by the SEC, in final settlement of the SEC investigation.  The SEC did not impose any fine or other monetary sanction upon the Company.  Without admitting or denying the SEC’s findings, we consented to be ordered not to engage in future violations of certain provisions of the federal securities laws involving improper foreign payments, internal controls and books and records.  For further information on the restatements, see our Annual Report on Form 10-K for the fiscal year ended March 31, 2005.

Following the settlement with the SEC regarding improper payments made by foreign affiliates of the Company in Nigeria, outside counsel to the Company was contacted by the U.S. Department of Justice (the “DOJ”) and was asked to provide certain information regarding the Internal Review.  We were advised on January 31, 2011 that the DOJ has closed its inquiry into this matter.

In November 2005, two of our consolidated foreign affiliates were named in a lawsuit filed with the High Court of Lagos State, Nigeria by Mr. Benneth Osita Onwubalili and his affiliated company, Kensit Nigeria Limited, which allegedly acted as agents of our affiliates in Nigeria.  The claimants allege that an agreement between the parties was terminated without justification and seek damages of $16.3 million.  We responded to this claim in early 2006.  There has been minimal activity on this claim since then.

Document Subpoena Relating to DOJ Antitrust Investigation — In June 2005, one of our subsidiaries received a document subpoena from the Antitrust Division of the DOJ.  The subpoena related to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the U.S. Gulf of Mexico.  The subpoena focused on activities during the period from January 1, 2000 to June 13, 2005.  The Company submitted to the DOJ substantially all documents responsive to the subpoena and had discussions with the DOJ and provided documents related to our operations in the U.S. as well as internationally.  On August 3, 2010, the Company was advised by the DOJ that it had closed the investigation.

17

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Civil Class Action Lawsuit — On June 12, 2009, Superior Offshore International, Inc. v. Bristow Group Inc., et al, Case No. 1:09-cv-00438, was filed in the U.S. District Court for the District of Delaware.  The purported class action complaint, which also named other providers of offshore helicopter services in the Gulf of Mexico as defendants, alleged violations of Section 1 of the Sherman Act.  Among other things, the complaint alleged that the defendants unlawfully conspired to raise and maintain the price of offshore helicopter services between January 1, 2001 and December 31, 2005.  The plaintiff was seeking to represent a purported class of direct purchasers of offshore helicopter services and was asking for, among other things, unspecified treble mone tary damages and injunctive relief.  In September 2010, the court granted our and the other defendants’ motion to dismiss the case on several grounds.  The plaintiff has since filed a motion seeking a rehearing and seeking leave to amend its original complaint which was partially granted to permit limited discovery.  We intend to continue to defend against this lawsuit vigorously.  We are currently unable to determine whether it could have a material affect on our business, financial condition and results of operations.

Environmental Contingencies — The U.S. Environmental Protection Agency, also referred to as the EPA, has in the past notified us that we are a potential responsible party, or PRP, at four former waste disposal facilities that are on the National Priorities List of contaminated sites.  Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, also known as the Superfund law, persons who are identified as PRPs may be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites.  We were identified by the EPA as a PRP at the Western Sand and Gravel Superfund site in Rhode Island in 1984, at the Sheridan Disposal Services Superfund site in Waller County, Texas, in 1989, at the Gulf Coast Vacuum Services Superfund site near Abbeville, Louisiana, in 1989, and at the Operating Industries, Inc. Superfund site in Monterey Park, California, in 2003.  We have not received any correspondence from the EPA with respect to the Western Sand and Gravel Superfund site since February 1991, nor with respect to the Sheridan Disposal Services Superfund site since 1989.  Remedial activities at the Gulf Coast Vacuum Services Superfund site were completed in September 1999 and the site was removed from the National Priorities List in July 2001.  The EPA submitted a de minimus settlement offer to us in March 2010 which we have accepted.  Following finalization of the settlement, we will be released from liability in connection with this site.  Although we have not yet obtained a formal release for liability from the EPA with respect to any of the sites, we believe that our potent ial liability in connection with the sites is not likely to have a material adverse affect on our business, financial condition or results of operations.

Guarantees —We have guaranteed the repayment of up to £10 million ($15.7 million) of the debt of FBS Limited, an unconsolidated affiliate.  See discussion of this commitment in Note 3 to our fiscal year 2010 Financial Statements.  Additionally, we provided an indemnity agreement to Afianzadora Sofimex, S.A. to support the issuance of surety bonds on behalf of Heliservicio, another unconsolidated affiliate, from time to time.  As of December 31, 2010, surety bonds denominated in Mexican pesos with an aggregate value of 295 million Mexican pesos ($23.8 million) were outstanding.  Furthermore, we have received a counter-guarantee from our partner in Heliservicio for 76% ($18.1 million) of the surety bonds outstanding.  As discussed in Note 2, on January 14, 2011 we entered into an agreement to sell our interest in Heliservicio.  This agreement provides for our release from the indemnity agreement to Afianzadora Sofimex, S.A.  We expect this transaction to be completed by March 31, 2011 at which time we will no longer provide this guarantee.

The following table summarizes our commitments under these guarantees, before the benefit of the counter-guarantee, as of December 31, 2010 (in thousands):

Amount of Commitment Expiration Per Period
Total		Remainder of Fiscal Year 2011		Fiscal Years 2012-2013		Fiscal Years 2014-2015		Fiscal Year  2016 and Thereafter
$	39,472	$	1,712	$	19,023	$	18,737	$	—

Other Matters — Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to deductibles, self-insured retentions and loss sensitive premium adjustments.  We are a defendant in certain claims and litigation arising out of operations in the normal course of business.  In the opinion of management, uninsured losses, if any, will not be material to our financial position, cash flows or results of operations.

18

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

NOTE 6 — TAXES

Our effective income tax rates were (38.8)% and 17.3% for the three months ended December 31, 2010 and 2009, respectively, and zero and 23.8% for the nine months ended December 31, 2010 and 2009, respectively.  The effective income tax rates for the three and nine months ended December 31, 2010 reflect the tax implications of the implementation of a restructuring that more closely aligns our legal structure with our global operational structure.  As a result of this restructuring, which was effective November 1, 2010, most U.S. tax on offshore profits will be deferred until the profits are repatriated.

For the three and nine months ended December 31, 2010, we have also recorded a net reduction of our provision for income taxes of $16.6 million and $17.4 million, respectively, primarily due to the reversal of deferred tax balances recorded in prior fiscal years.  Because offshore profits will be deferred until the profits are repatriated, deferred tax liabilities recorded in prior fiscal years are no longer required.  Excluding this reduction, our effective tax rates were 15.6% and 17.0% for the three and nine months ended December 31, 2010, respectively.

Our effective income tax rate was also reduced as a result of changes in activity levels between jurisdictions with different tax rates.

During the three months ended December 31, 2010 and 2009, we accrued tax contingency related items totaling $1.0 million and $0.5 million, respectively.  During the nine months ended December 31, 2010 and 2009, we accrued tax contingency related items totaling $2.7 million and $3.7 million, respectively.

As of December 31, 2010, there were $11.5 million of unrecognized tax benefits, all of which would have an impact on our effective income tax rate, if recognized.  For the three months ended December 31, 2010 and 2009, we accrued interest and penalties of $0.1 million and zero, respectively, and for the nine months ended December 31, 2010 and 2009, we accrued interest and penalties of $0.4 million and $0.3 million, respectively, in connection with uncertain tax positions.

NOTE 7 — DERIVATIVES

From time to time we enter into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value.  Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings.  We do not use financial instruments for trading or speculative purposes.

We entered into forward contracts during fiscal years 2010 and 2009 to mitigate our exposure to exchange rate fluctuations on our euro-denominated aircraft purchase commitments, which have been designated as cash flow hedges for accounting purposes.  We had no open forward contracts relating to euro-denominated aircraft purchase commitments as of March 31, 2010.  We had six open forward contracts as of December 31, 2010, which had rates ranging from 1.3153 U.S. dollars per euro to 1.3267 U.S. dollars per euro.  These contracts had an underlying nominal value of between €5,000,000 and €7,000,000, for a total of €34,300,871, with the first contract expiring in May 2011 and the last in June 2011.  As of December 31, 2010, the fair value of these contracts was an asset of $0.6 mill ion.  As of December 31, 2010, an unrecognized gain of $0.4 million, net of tax, on these contracts is included as a component of accumulated other comprehensive loss and the derivative asset is included in prepaid expenses and other current assets in our condensed consolidated balance sheet.  No gains or losses relating to forward contracts are recognized in our consolidated statements of income for the three and nine months ended December 31, 2010; however, we recognized gains of $2.8 million and $3.9 million, respectively, for the three and nine months ended December 31, 2009 in our condensed consolidated statements of income as a component of other income (expense), net relating to hedges as a result of early termination of forward contracts on euro-denominated aircraft purchase commitments.

19

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Information on the location and amounts of derivative gains and losses in the consolidated statements of income for the three months ended December 31, 2010 is as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)		Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Foreign currency  forward contracts	$	(455	)		Other income (expense), net	$	—		Other income (expense), net	$	—
	$	(455	)			$	—			$	—

Information on the location and amounts of derivative gains and losses in the consolidated statements of income for the nine months ended December 31, 2010 is as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative (Effective Portion)		Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)		Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Foreign currency forward contracts	$	405		Other income (expense), net	$	—		Other income (expense), net	$	—
	$	405			$	—			$	—

Information on the location and amounts of derivative gains and losses in the consolidated statements of income for the three months ended December 31, 2009 is as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)		Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Foreign currency  forward contracts	$	(668	)		Other income (expense), net	$	—		Other income (expense), net	$	2,804
	$	(668	)			$	—			$	2,804

20

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Information on the location and amounts of derivative gains and losses in the consolidated statements of income for the nine months ended December 31, 2009 is as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative (Effective Portion)		Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)		Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Foreign currency forward contracts	$	8,094		Other income (expense), net	$	—		Other income (expense), net	$	3,936
	$	8,094			$	—			$	3,936

NOTE 8 — EMPLOYEE BENEFIT PLANS

Pension Plans

The following table provides a detail of the components of net periodic pension cost (in thousands):

	Three Months Ended December 31,						Nine Months Ended December 31,
	2010			2009			2010			2009
Service cost for benefits earned during the period	$	1,354		$	1,139		$	3,966		$	3,365
Interest cost on pension benefit obligation		6,760			6,576			19,800			19,435
Expected return on assets		(6,783	)		(5,213	)		(19,870	)		(15,407	)
Amortization of unrecognized losses		1,325			1,150			3,882			3,399
Net periodic pension cost	$	2,656		$	3,652		$	7,778		$	10,792

We pre-funded our contributions of $19.9 million to our U.K. plans for fiscal year 2011 in March 2010.  The current estimate of our cash contributions to our Norwegian pension plan for fiscal year 2011 is $4.2 million, $4.1 million of which was paid during the nine months ended December 31, 2010.

Incentive Compensation

We have a number of incentive and stock option plans which are described in Note 10 to our fiscal year 2010 Financial Statements.

Stock-based compensation expense, which includes stock options, restricted stock units and restricted stock, totaled $2.8 million and $3.3 million for the three months ended December 31, 2010 and 2009, respectively, and totaled $10.8 million and $9.9 million for the nine months ended December 31, 2010 and 2009, respectively.  Stock-based compensation expense has been allocated to our various business units.

During the nine months ended December 31, 2010, 282,549 stock options were granted at an average exercise price and fair value of $30.16 and $15.03 per share, respectively.  The key input variables used in valuing these options under the Black Scholes model were: risk-free interest rate of 2.64%; dividend yield of zero; stock price volatility of 45.4%; and expected option lives of 7 years.  Also during the nine months ended December 31, 2010, we awarded 276,024 shares of restricted stock at a weighted average grant date fair value of $30.93 per share.  There were no stock options granted during the three months ended December 31, 2010.

21

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Compensation expense of $3.0 million and $3.3 million was recorded related to the performance cash awards during the three and nine months ended December 31, 2010, respectively.  No compensation expense was recorded related to the performance cash awards during the three and nine months ended December 31, 2009.

NOTE 9 — COMPREHENSIVE INCOME, EARNINGS PER SHARE AND DIVIDENDS

Comprehensive Income

Comprehensive income is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2010			2009			2010		2009
Net income	$	42,314		$	27,126		$	102,070	$	84,827
Other comprehensive income gain:
Currency translation adjustments (1)		(818	)		1,927			9,010		40,926
Unrealized gain (loss) on cash flow hedges (2)		(455	)		(668	)		405		8,094
Comprehensive income	$	41,041		$	28,385		$	111,485	$	133,847

__________

(1)	During the three and nine months ended December 31, 2010 and 2009, the U.S. dollar weakened against the British pound sterling, resulting in translation gains recorded as a component of stockholders’ investment as of December 31, 2010 and 2009.
(2)	Net of income tax effect of $(0.2) million and $0.2 million for the three and nine months ended December 31, 2010, respectively, and $(0.4) million and $4.4 million for the three and nine months ended December 31, 2009, respectively.

22

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Earnings per Share

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period.  The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended December 31,					Nine Months Ended December 31,
		2010		2009		2010		2009
Net income to common stockholders (in thousands):
Income available to common stockholders – basic	$	41,759	$	26,678	$	101,447	$	77,246
Preferred stock dividends		—		—		—		6,325
Interest expense on assumed conversion of 3% Convertible Senior Notes, net of tax (1)		—		—		—		—
Income available to common stockholders – diluted	$	41,759	$	26,678	$	101,447	$	83,571
Shares:
Weighted-average number of common shares outstanding – basic		36,204,121		35,896,054		35,984,029		31,732,633
Assumed conversion of preferred stock outstanding during the period (2)		—		—		—		3,961,119
Assumed conversion of 3% Convertible Senior Notes outstanding during the period (1)		—		—		—		—
Net effect of dilutive stock options, restricted stock units and restricted stock awards based on the treasury stock method		711,124		374,697		699,979		375,939
Weighted-average number of common shares outstanding – diluted		36,915,245		36,270,751		36,684,008		36,069,691
Basic earnings per common share	$	1.15	$	0.74	$	2.82	$	2.43
Diluted earnings per common share	$	1.13	$	0.74	$	2.77	$	2.32

_________

(1)

Diluted earnings per common share for each of the three and nine months ended December 31, 2010 and 2009 excludes approximately 1.5 million potentially dilutive shares initially issuable upon the conversion of our 3% Convertible Senior Notes.  The 3% Convertible Senior Notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and our Common Stock.  The initial base conversion price of the notes is approximately $77.34 (subject to adjustment in certain circumstances), based on the initial base conversion rate of 12.9307 shares of Common Stock per $1,000 principal amount of convertible notes.  In general, upon conversion of a note, the holder will receive cash equal to the principal amount of the note and Common Stock to the extent of the note's conversion value in excess of such principal amount.  In addition, if at the time of conversion the applicable price of our Common Stock exceeds the base conversion price, holders will receive up to an additional 8.4049 shares of our Common Stock per $1,000 principal amount of notes, as determined pursuant to a specified formula.  Such shares did not impact our calculation of diluted earnings per share for the three and nine months ended December 31, 2010 or 2009 as our stock price did not meet or exceed $77.34 per share.

(2)

Diluted earnings per common share included weighted-average shares resulting from the assumed conversion of our preferred stock at the conversion rate that results in the most dilution:  1.4180 shares of Common Stock for each share of preferred stock.  On September 15, 2009, we converted our preferred stock into 6,522,800 shares of Common Stock at this conversion rate.  For further discussion on the preferred stock, see Note 11 in the fiscal year 2010 Financial Statements.

23

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Diluted earnings per common share excludes options to purchase shares, restricted stock units and restricted stock awards which were outstanding during the period but were anti-dilutive as follows:

	Three Months Ended December 31,				Nine Months Ended December 31,
	2010		2009		2010		2009
Options:
Outstanding		535,472		473,609		468,532		414,974
Weighted-average exercise price	$	31.47	$	39.92	$	31.68	$	41.15
Restricted stock units:
Outstanding		83,940		231,581		85,238		241,071
Weighted-average price	$	46.81	$	40.02	$	46.80	$	40.22
Restricted stock awards:
Outstanding		—		—		7,738		974
Weighted-average price	$	—	$	—	$	36.21	$	20.22

NOTE 10 — SEGMENT INFORMATION

We conduct our business in one segment: Helicopter Services.  The Helicopter Services segment operations are conducted primarily through five business units: North America, Europe, West Africa, Australia and Other International.  Additionally, we also operate a training business unit, Bristow Academy, and provide technical services to customers in the U.S. and U.K.

Beginning on January 1, 2010, the U.S. Gulf of Mexico and Arctic business units were combined into the North America business unit.  Additionally, 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 h ave been allocated to our other business units to the extent these operations support those business units.  Amounts presented below for the three and nine months ended December 31, 2009 have been revised to conform to current period presentation.

24

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

The following tables show reportable segment information for the three and nine months ended December 31, 2010 and 2009 and as of December 31 and March 31, 2010, where applicable, reconciled to consolidated totals, and prepared on the same basis as our condensed consolidated financial statements (in thousands).

	Three Months Ended December 31,				Nine Months Ended December 31,
	2010		2009		2010		2009
Segment gross revenue from external customers:
Europe	$	129,705	$	119,003	$	348,469	$	346,866
North America		45,589		45,580		153,598		144,084
West Africa		53,725		58,736		170,931		165,005
Australia		41,440		38,188		114,095		96,684
Other International		41,865		33,344		110,979		103,237
Corporate and other		5,545		8,455		24,594		29,497
Total segment gross revenue	$	317,869	$	303,306	$	922,666	$	885,373

Intrasegment gross revenue:
Europe	$	123	$	287	$	645	$	1,402
North America		40		104		123		193
West Africa		—		—		—		—
Australia		—		—		—		—
Other International		—		1		—		109
Corporate and other		848		9		1,062		2,145
Total intrasegment gross revenue	$	1,011	$	401	$	1,830	$	3,849

Consolidated gross revenue reconciliation:
Europe	$	129,828		$	119,290		$	349,114		$	348,268
North America		45,629			45,684			153,721			144,277
West Africa		53,725			58,736			170,931			165,005
Australia		41,440			38,188			114,095			96,684
Other International		41,865			33,345			110,979			103,346
Corporate and other		6,393			8,464			25,656			31,642
Intrasegment eliminations		(1,011	)		(401	)		(1,830	)		(3,849	)
Total consolidated gross revenue	$	317,869		$	303,306		$	922,666		$	885,373

Earnings from unconsolidated affiliates, net of losses – equity method investments:
Europe	$	3,490		$	2,542	$	8,230		$	6,392
Other International		1,854			526		1,184			4,225
Corporate and other		(3	)		—		(59	)		8
Total earnings from unconsolidated affiliates, net of losses – equity method investments	$	5,341		$	3,068	$	9,355		$	10,625

25

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2010			2009			2010			2009
Consolidated operating income (loss) reconciliation:
Europe	$	25,470		$	19,239		$	65,381		$	58,080
North America		1,917			1,511			16,129			10,653
West Africa		15,995			14,913			48,789			43,640
Australia		7,139			9,358			21,185			22,025
Other International		11,595			5,181			24,962			25,371
Corporate and other		(15,444	)		(12,924	)		(40,151	)		(35,041	)
Gain (loss) on disposal of assets		(33	)		2,448			3,582			13,337
Total consolidated operating income	$	46,639		$	39,726		$	139,877		$	138,065

Depreciation and amortization:
Europe	$	7,182	$	7,406	$	19,389	$	20,563
North America		3,751		3,950		12,327		11,182
West Africa		2,615		2,638		8,060		7,094
Australia		3,002		2,451		8,359		5,795
Other International		3,330		2,904		9,607		9,322
Corporate and other		1,458		1,314		3,895		3,363
Total depreciation and amortization	$	21,338	$	20,663	$	61,637	$	57,319

	December 31,		March 31,
	2010		2010
Identifiable assets:
Europe	$	832,531	$	767,007
North America		365,835		403,549
West Africa		337,209		323,376
Australia		360,093		287,660
Other International		510,070		483,230
Corporate and other		232,998		229,798
Total identifiable assets (1)	$	2,638,736	$	2,494,620

Investments in unconsolidated affiliates – equity method investments:
Europe	$	12,329	$	11,775
Other International		187,158		186,082
Total investments in unconsolidated affiliates – equity method investments	$	199,487	$	197,857

________

(1) Includes $121.4 million and $152.8 million of construction in progress within property and equipment on our condensed consolidated balance sheets as of December 31 and March 31, 2010, respectively, which primarily represents progress payments on aircraft to be delivered in future periods.

26

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

NOTE 11 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In connection with the sale of 7 ½% Senior Notes due 2017, the 6 ⅛% Senior Notes due 2013 and the 3% Convertible Senior Notes, the Guarantor Subsidiaries fully, unconditionally, jointly and severally guaranteed the payment obligations under these notes.  The following supplemental financial information sets forth, on a consolidating basis, the balance sheets, statements of income and statements of cash flows for Bristow Group Inc. (“Parent Company Only”), for the Guarantor Subsidiaries and for our other subsidiaries (the “Non-Guarantor Subsidiaries”).  We have not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries because management has determined that such information is not material to investors.

The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements, although we believe that the disclosures made are adequate to make the information presented not misleading.  The principal eliminating entries eliminate investments in subsidiaries, intercompany balances and intercompany revenue and expense.

The allocation of the consolidated income tax provision was made using the with and without allocation method.

27

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Income

Three Months Ended December 31, 2010

	Parent							Non-
	Company			Guarantor				Guarantor
	Only			Subsidiaries				Subsidiaries			Eliminations				Consolidated
							(In thousands)
Revenue:
Gross revenue	$	—			$	71,669		$	246,200			$	—		$	317,869
Intercompany revenue		—				12,218			—				(12,218	)		—
		—				83,887			246,200				(12,218	)		317,869
Operating expense:
Direct cost		9				51,135			170,341				—			221,485
Intercompany expenses		41				—			12,177				(12,218	)		—
Depreciation and amortization		561				8,004			12,773				—			21,338
General and administrative		10,378				5,810			17,527				—			33,715
		10,989				64,949			212,818				(12,218	)		276,538
Gain (loss) on disposal of assets		—				7			(40	)			—			(33	)
Earnings from unconsolidated affiliates, net of losses		30,115				—			5,467				(30,241	)		5,341
Operating income		19,126				18,945			38,809				(30,241	)		46,639
Interest income		21,490				256			164				(21,493	)		417
Interest expense		(13,574	)			(68	)		(21,624	)			21,493			(13,773	)
Other income (expense), net		(2,339	)			301			(754	)			—			(2,792	)
Income before provision for income taxes		24,703				19,434			16,595				(30,241	)		30,491
Allocation of consolidated income taxes		17,069				(1,879	)		(3,367	)			—			11,823
Net income		41,772				17,555			13,228				(30,241	)		42,314
Net income attributable to noncontrolling interests		(13	)			—			(542	)			—			(555	)
Net income attributable to Bristow Group	$	41,759			$	17,555		$	12,686			$	(30,241	)	$	41,759

28

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Income

Nine Months Ended December 31, 2010

	Parent							Non-
	Company			Guarantor				Guarantor
	Only			Subsidiaries				Subsidiaries			Eliminations				Consolidated
							(In thousands)
Revenue:
Gross revenue	$	—			$	225,679		$	696,987			$	—		$	922,666
Intercompany revenue		—				30,089			—				(30,089	)		—
		—				255,768			696,987				(30,089	)		922,666
Operating expense:
Direct cost		(931	)			150,918			488,970				—			638,957
Intercompany expenses		41				—			30,048				(30,089	)		(0	)
Depreciation and amortization		1,700				23,746			36,191				—			61,637
General and administrative		27,705				17,004			50,423				—			95,132
		28,515				191,668			605,632				(30,089	)		795,726
Gain on disposal of assets		—				1,859			1,723				—			3,582
Earnings from unconsolidated affiliates, net of losses		92,824				—			10,173				(93,642	)		9,355
Operating income		64,309				65,959			103,251				(93,642	)		139,877
Interest income		61,272				289			588				(61,272	)		877
Interest expense		(35,631	)			(136	)		(61,768	)			61,272			(36,263	)
Other income (expense), net		(2,355	)			184			(217	)			—			(2,388	)
Income before provision for income taxes		87,595				66,296			41,854				(93,642	)		102,103
Allocation of consolidated income taxes		13,896				(6,481	)		(7,448	)			—			(33	)
Net income		101,491				59,815			34,406				(93,642	)		102,070
Net income attributable to noncontrolling interests		(44	)			—			(579	)			—			(623	)
Net income attributable to Bristow Group	$	101,447			$	59,815		$	33,827			$	(93,642	)	$	101,447

29

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Income

Three Months Ended December 31, 2009

	Parent							Non-
	Company			Guarantor				Guarantor
	Only			Subsidiaries				Subsidiaries			Eliminations				Consolidated
							(In thousands)
Revenue:
Gross revenue	$	—			$	66,407		$	236,899			$	—		$	303,306
Intercompany revenue		—				9,449			2,365				(11,814	)		—
		—				75,856			239,264				(11,814	)		303,306
Operating expense:
Direct cost		(385	)			44,941			173,119				—			217,675
Intercompany expenses		71				2,200			9,543				(11,814	)		—
Depreciation and amortization		484				7,215			12,964				—			20,663
General and administrative		12,156				3,741			14,861				—			30,758
		12,326				58,097			210,487				(11,814	)		269,096
Gain on disposal of assets		—				1,374			1,074				—			2,448
Earnings from unconsolidated affiliates, net		45,718				—			4,407				(47,057	)		3,068
Operating income		33,392				19,133			34,258				(47,057	)		39,726
Interest income		5,268				20			348				(5,271	)		365
Interest expense		(10,842	)			—			(5,408	)			5,271			(10,979	)
Other income (expense), net		6				(17	)		3,706				—			3,695
Income before provision for income taxes		27,824				19,136			32,904				(47,057	)		32,807
Allocation of consolidated income taxes		(969	)			(2,067	)		(2,645	)			—			(5,681	)
Net income		26,855				17,069			30,259				(47,057	)		27,126
Net income attributable to noncontrolling interests		(177	)			—			(271	)			—			(448	)
Net income attributable to Bristow Group	$	26,678			$	17,069		$	29,988			$	(47,057	)	$	26,678

30

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Income

Nine Months Ended December 31, 2009

	Parent							Non-
	Company			Guarantor				Guarantor
	Only			Subsidiaries				Subsidiaries			Eliminations				Consolidated
							(In thousands)
Revenue:
Gross revenue	$	—			$	209,856		$	675,517			$	—		$	885,373
Intercompany revenue		—				25,722			8,669				(34,391	)		—
		—				235,578			684,186				(34,391	)		885,373
Operating expense:
Direct cost		(649	)			137,094			488,260				—			624,705
Intercompany expenses		78				8,678			25,635				(34,391	)		—
Depreciation and amortization		943				20,852			35,524				—			57,319
General and administrative		35,268				11,730			42,248				—			89,246
		35,640				178,354			591,667				(34,391	)		771,270
Gain on disposal of assets		—				3,789			9,548				—			13,337
Earnings from unconsolidated affiliates, net		100,390				—			11,274				(101,039	)		10,625
Operating income		64,750				61,013			113,341				(101,039	)		138,065
Interest income		56,271				47			656				(56,177	)		797
Interest expense		(31,885	)			—			(55,923	)			56,177			(31,631	)
Other income (expense), net		960				(550	)		3,613				—			4,023
Income before provision for income taxes		90,096				60,510			61,687				(101,039	)		111,254
Allocation of consolidated income taxes		(5,994	)			(8,046	)		(12,387	)			—			(26,427	)
Net income		84,102				52,464			49,300				(101,039	)		84,827
Net income attributable to noncontrolling interests		(531	)			—			(725	)			—			(1,256	)
Net income attributable to Bristow Group	$	83,571			$	52,464		$	48,575			$	(101,039	)	$	83,571

31

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Balance Sheet

As of December 31, 2010

	Parent								Non-
	Company			Guarantor					Guarantor
	Only			Subsidiaries					Subsidiaries			Elimination				Consolidated
								(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	16,674			$	—			$	84,907			$	(718	)	$	100,863
Accounts receivable		12,832				78,856				191,370				(28,413	)		254,645
Inventories		—				89,301				106,236				—			195,537
Prepaid expenses and other current assets		(49	)			9,443				60,776				(31,878	)		38,292
Total current assets		29,457				177,600				443,289				(61,009	)		589,337
Intercompany investment		1,109,416				111,435				—				(1,220,851	)		—
Investment in unconsolidated affiliates		2,459				150				203,530				—			206,139
Intercompany notes receivable		1,163,175				—				(183,747	)			(979,428	)		—
Property and equipment – at cost:
Land and buildings		211				54,332				42,050				—			96,593
Aircraft and equipment		15,710				816,931				1,309,163				—			2,141,804
		15,921				871,263				1,351,213				—			2,238,397
Less:  Accumulated depreciation and amortization		(2,813	)			(160,931	)			(287,153	)			—			(450,897	)
		13,108				710,332				1,064,060				—			1,787,500
Goodwill		—				4,755				26,881				—			31,636
Other assets		111,721				4,327				179,229				(271,153	)		24,124
	$	2,429,336			$	1,008,599			$	1,733,242			$	(2,532,441	)	$	2,638,736
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,448			$	13,465			$	53,186			$	(21,031	)	$	47,068
Accrued liabilities		3,795				21,387				103,060				(33,023	)		95,219
Deferred taxes		1,175				(301	)			12,394				—			13,268
Short-term borrowings and current maturities of long-term debt		2,500				—				5,539				—			8,039
Total current liabilities		8,918				34,551				174,179				(54,054	)		163,594
Long-term debt, less current maturities		689,329				—				28,140				—			717,469
Intercompany notes payable		—				347,540				732,912				(1,080,452	)		—
Accrued pension liabilities		7,464				8,710				187,086				(171,153	)		32,107
Other liabilities and deferred credits		—				—				112,248				—			112,248
Deferred taxes		112,507				7,743				16,939				—			137,189
Stockholders’ investment:
Common stock		363				4,996				22,091				(27,087	)		363
Additional paid-in-capital		686,952				9,552				470,883				(480,435	)		686,952
Retained earnings		920,792				595,507				62,460				(657,967	)		920,792
Accumulated other comprehensive loss		1,562				—				(78,956	)			(61,293	)		(138,687	)
		1,609,669				610,055				476,478				(1,226,782	)		1,469,420
Noncontrolling interests		1,449				—				5,260				—			6,709
		1,611,118				610,055				481,738				(1,226,782	)		1,476,129
	$	2,429,336			$	1,008,599			$	1,733,242			$	(2,532,441	)	$	2,638,736

32

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Balance Sheet

As of March 31, 2010

	Parent								Non-
	Company			Guarantor					Guarantor
	Only			Subsidiaries					Subsidiaries			Elimination				Consolidated
								(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	16,555			$	1,834			$	59,404			$	—		$	77,793
Accounts receivable		8,776				62,500				172,333				(23,342	)		220,267
Inventories		—				86,441				100,422				—			186,863
Prepaid expenses and other current assets		758				6,991				42,671				(18,972	)		31,448
Total current assets		26,089				157,766				374,830				(42,314	)		516,371
Intercompany investment		998,138				104,482				133,609				(1,236,229	)		—
Investment in unconsolidated affiliates		3,329				7,835				193,699				—			204,863
Intercompany notes receivable		1,098,786				—				(180,782	)			(918,004	)		—
Property and equipment – at cost:
Land and buildings		211				54,457				32,158				—			86,826
Aircraft and equipment		12,115				788,579				1,236,268				—			2,036,962
		12,326				843,036				1,268,426				—			2,123,788
Less:  Accumulated depreciation and amortization		(1,322	)			(143,753	)			(259,368	)			—			(404,443	)
		11,004				699,283				1,009,058				—			1,719,345
Goodwill		—				4,486				27,269				—			31,755
Other assets		112,216				1,172				183,208				(274,310	)		22,286
	$	2,249,562			$	975,024			$	1,740,891			$	(2,470,857	)	$	2,494,620
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	1,955			$	12,647			$	48,942			$	(14,999	)	$	48,545
Accrued liabilities		7,687				23,958				88,471				(28,129	)		91,987
Deferred taxes		(1,356	)			—				11,573				—			10,217
Short-term borrowings and current maturities of long-term debt		—				—				15,366				—			15,366
Total current liabilities		8,286				36,605				164,352				(43,128)			166,115
Long-term debt, less current maturities		676,518				—				24,677				—			701,195
Intercompany notes payable		—				361,082				656,922				(1,018,004	)		—
Accrued pension liabilities		—				—				106,573				—			106,573
Other liabilities and deferred credits		5,018				8,324				181,810				(174,310	)		20,842
Deferred taxes		118,244				6,885				18,195				—			143,324
Stockholders’ investment:
Common stock		359				4,996				22,091				(27,087	)		359
Additional paid-in-capital		677,397				9,940				470,883				(480,823	)		677,397
Retained earnings		820,145				547,192				39,468				(586,660	)		820,145
Accumulated other comprehensive loss		(57,999	)			—				50,742				(140,845	)		(148,102	)
		1,439,902				562,128				583,184				(1,235,415	)		1,349,799
Noncontrolling interests		1,594				—				5,178				—			6,772
		1,441,496				562,128				588,362				(1,235,415	)		1,356,571
	$	2,249,562			$	975,024			$	1,740,891			$	(2,470,857	)	$	2,494,620

33

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

 Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2010

	Parent							Non-
	Company			Guarantor				Guarantor
	Only			Subsidiaries				Subsidiaries			Eliminations			Consolidated
							(In thousands)
Net cash provided by (used in) operating activities	$	(46,074	)	$	24,656			$	137,535		$	(718	)	$	115,399
Cash flows from investing activities:
Capital expenditures		(2,378	)		(30,957	)			(89,413	)		—			(122,748	)
Deposit on asset held for sale		—			1,000				—			—			1,000
Proceeds from sale of joint ventures		—			—				1,291			—			1,291
Proceeds from asset dispositions		—			11,281				5,894			—			17,175
Net cash used in investing activities		(2,378	)		(18,676	)			(82,228	)		—			(103,282	)
Cash flows from financing activities:
Proceeds from borrowings		243,000			8,050				1,963			—			253,013
Debt issuance costs		(3,339	)		—				—			—			(3,339	)
Repayment of debt		(230,000	)		—				(16,553	)		—			(246,553	)
Dividends paid		21,535			(11,500	)			(10,035	)		—			—
Distribution to noncontrolling interest owner		—			—				(637	)		—			(637	)
Increases (decreases) in cash related to intercompany  advances and debt		12,600			(4,364	)			(8,236	)		—			—
Partial prepayment of put/call obligation		(44	)		—				—			—			(44	)
Acquisition of noncontrolling interest		—			—				(800	)		—			(800	)
Issuance of common stock		754			—				—			—			754
Tax benefit related to stock-based compensation		230			—				—			—			230
Net cash provided by (used in) financing activities		44,736			(7,814	)			(34,298	)		—			2,624
Effect of exchange rate changes on cash and cash equivalents		3,835			—				4,494			—			8,329
Net increase (decrease) in cash and cash equivalents		119			(1,834	)			25,503			(718	)		23,070
Cash and cash equivalents at beginning of period		16,555			1,834				59,404			—			77,793
Cash and cash equivalents at end of period	$	16,674		$	—			$	84,907		$	(718	)	$	100,863

34

BRISTOW GROUP INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Supplemental Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2009

	Parent						Non-
	Company			Guarantor			Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations		Consolidated
						(In thousands)
Net cash provided by (used in) operating activities	$	(42,032	)	$	38,772		$	166,277		$	—	$	163,017
Cash flows from investing activities:
Capital expenditures		(4,024	)		(104,115	)		(142,133	)		—		(250,272	)
Proceeds from asset dispositions		—			60,588			14,385			—		74,973
Acquisition, net of cash received		—			—			(178,961	)		—		(178,961	)
Net cash used in investing activities		(4,024	)		(43,527	)		(306,709	)		—		(354,260	)
Cash flows from financing activities:
Repayment of debt and debt redemption premiums		(1,726	)		—			(8,342	)		—		(10,068	)
Increases (decreases) in cash related to intercompany  advances and debt		(170,278	)		3,096			167,182			—		—
Dividends paid		15,729			—			(15,729	)		—		—
Partial prepayment of put/call obligation		(52	)		—			—			—		(52	)
Preferred Stock dividends paid		(6,325	)		—			—			—		(6,325	)
Issuance of common stock		1,336			—			—			—		1,336
Tax benefit related to stock-based compensation		409			—			—			—		409
Net cash provided by (used in) financing activities		(160,907	)		3,096			143,111			—		(14,700	)
Effect of exchange rate changes on cash and cash equivalents		(1,536	)		—			13,569			—		12,033
Net increase (decrease) in cash and cash equivalents		(208,499)			(1,659	)		16,248			—		(193,910	)
Cash and cash equivalents at beginning of period		226,691			5,445			68,833			—		300,969
Cash and cash equivalents at end of period	$	18,192		$	3,786		$	85,081		$	—	$	107,059

35

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Bristow Group Inc.:

We have reviewed the condensed consolidated balance sheet of Bristow Group Inc. and subsidiaries (the Company) as of December 31, 2010, the related condensed consolidated statements of income for the three- and nine-month periods ended December 31, 2010 and 2009, and the related condensed consolidated statements of cash flows for the nine-month periods ended December 31, 2010 and 2009.  These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of March 31, 2010, and the related consolidated statements of income, stockholders’ investment, and cash flows for the year then ended (not presented herein); and in our report dated May 21, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

Houston, Texas

February 2, 2011

36

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 (the “fiscal year 2010 Annual Report”) and the MD&A contained therein.  In the discussion that follows, the terms “Current Quarter” and “Comparable Quarter” refer to the three months ended December 31, 2010 and 2009, respectively, and the terms “Current Period” and “Comparable Period” refer to the nine months ended December 31, 2010 and 2009, respectively.  Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period.  Therefore, the fiscal year ending March 31, 2011 is referred to as “fiscal year 2011.”

Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).  Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; future dividends and use of excess cash; expected actions by us and by third parties, including our customers, vendors, competitors and regulators; and other matters.  Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “expects”, “plans”, “anticipates”, “intends”, “projects”,  220;estimates”, “may”, “might”, “would”, “could” or other similar words; however, all statements in this Quarterly Report, other than statements of historical fact or historical financial results are forward-looking statements.

Our forward-looking statements reflect our views and assumptions on the date we are filing this Quarterly Report regarding future events and operating performance.  We believe that they are reasonable, but they involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements.  Accordingly, you should not put undue reliance on any forward-looking statements.  Factors that could cause our forward-looking statements to be incorrect and actual events or our actual results to differ from those that are anticipated include all of the following:

·   the risks and uncertainties described under “Item 1A. Risk Factors” included elsewhere in this Quarterly Report and the fiscal year 2010 Annual Report;

·   the level of activity in the oil and natural gas industry is lower than anticipated;

·   production-related activities become more sensitive to variances in commodity prices;

·   the major oil companies do not continue to expand internationally;

·   market conditions are weaker than anticipated;

·   we are unable to acquire additional aircraft due to limited availability or unable to exercise aircraft purchase options;

·   we are unable to obtain financing or we are unable to draw on our credit facilities;

·   we are not able to re-deploy our aircraft to regions with greater demand;

·   we do not achieve the anticipated benefit of our fleet capacity expansion program; and

·   the outcome of the U.S. Department of Justice (“DOJ”) investigation, which is ongoing, has a greater than anticipated financial or business impact.

37

All forward-looking statements in this Quarterly Report are qualified by these cautionary statements and are only made as of the date of this Quarterly Report.  We do not undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Executive Overview

This Executive Overview only includes what management considers to be the most important information and analysis for evaluating our financial condition and operating performance.  It provides the context for the discussion and analysis of the financial statements which follows and does not disclose every item impacting our financial condition and operating performance.

General

We are 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.  We have major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, Mexico, Russia and Trinidad.  We generated ­­­­­80% of our revenue from international operations during the Current Period.  We have a long history in the helicopter services industry through Bristow Helicopters Ltd. and Offshore Logistics, Inc., having been founded in 1955 and 1969, respectively.

We conduct our business in one segment:  Helicopter Services.  The Helicopter Services segment operations are conducted primarily through five business units:

·   Europe,

·   North America,

·   West Africa,

·   Australia, and

·   Other International.

We provide helicopter services to a broad base of major integrated, national and independent oil and gas companies.  Our customers charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations.  To a lesser extent, our customers also charter our helicopters to transport time-sensitive equipment to these offshore locations.  In addition to our primary Helicopter Services operations, we also operate a training business unit, Bristow Academy, and provide technical services to customers in the U.S. and U.K.  As of December 31, 2010, we operated 378 aircraft (including 339 owned aircraft and 39 leased aircraft; 14 of the owned aircraft are held for sale) and our unconsolidated affiliates operated 196 aircra ft in addition to those aircraft leased from us.

38

The chart below presents (1) the number of helicopters in our fleet and their distribution among the business units of our Helicopter Services segment as of December 31, 2010; (2) the number of helicopters which we had on order or under option as of December 31, 2010; and (3) the percentage of gross revenue which each of our business units provided during the Current Period.  For additional information regarding our commitments and options to acquire aircraft, see Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

	Percentage of Current Period Revenue		Aircraft in Consolidated Fleet
			Helicopters
			Small	Medium	Large	Training	Fixed   Wing	Total	(1)	Unconsolidated Affiliates (2)	Total
Europe	38	%	—	16	40	—	—	56		63	119
North America	17	%	72	27	5	—	—	104		—	104
West Africa	18	%	12	26	5	—	3	46		—	46
Australia	12	%	3	14	18	—	—	35		—	35
Other International	12	%	5	43	12	—	—	60		133	193
Corporate and other	3	%	—	—	—	77	—	77		—	77
Total	100	%	92	126	80	77	3	378		196	574
Aircraft not currently in fleet: (3)
On order			—	3	6	—	—	9
Under option			—	25	9	—	—	34

_________

(1)	Includes 14 aircraft held for sale.
(2)	The 196 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us.
(3)	This table does not reflect aircraft which our unconsolidated affiliates may have on order or under option.

The management of our global aircraft fleet involves a careful evaluation of the expected demand for helicopter services across global oil and gas markets, including the type of aicraft needed to meet this demand.  As offshore oil and gas drilling and production globally moves to deeper water, more medium and large aircraft and newer technology aircraft may be required.  As older aircraft models come off of current contracts and are replaced by new aircraft, our management evaluates our future needs for these aircraft models and ultimately the ability to recover our remaining investments in these aircraft through sales into the aftermarket.  We depreciate our aircraft over their expected useful life to the Company to the expected salvage value to be received for the aircraft at the end of that life; howev er, depending on the market for aircraft we may record gains or losses on aircraft sales.  In certain instances where a cash return can be made on newer aircraft in excess of the expected return available through the provision of helicopter services, we may sell newer aircraft.  The number of aircraft sales and the amount of gains and losses recorded on these sales is unpredictable.  While aircraft sales are common in our business and are reflected in our operating results, gains and losses on aircraft sales may result in our operating results not reflecting the ordinary operating performance of our primary business, which is providing helicopter services to our customers.

39

Our Strategy

Our goal is to advance our position as a leading helicopter services provider to the offshore energy industry.  We intend to employ the following strategies to achieve this goal:

·  Grow our business while improving shareholder returns.  We plan to continue to grow our business globally and increase our revenue and profitability, subject to managing through cyclical downturns in the energy industry.  We have a footprint in most major oil and gas producing regions of the world, and through our strong relationships with our existing customers, we are aware of future business opportunities in the markets we currently serve that would allow us to grow through new contracts.  We anticipate these new opportunities will result in the deployment of new or existing aircraft into markets where we expect they will be most profitably employe d.  Additionally, new opportunities may result in growth through acquisitions and investments in existing or new markets, which may include increasing our role and participation with existing unconsolidated affiliates, investing in new companies, or creating partnerships and alliances with existing industry participants.  We believe the combination of growth in existing and new markets while continually reducing our fixed and variable costs will deliver improved shareholder returns.

·  Be the preferred provider of helicopter services.  We position our business as the preferred provider of helicopter services by maintaining strong relationships with our customers and providing safe and high-quality service.  We continue to expand our well-established global safety program named ‘Target Zero’, as our safety vision is to have zero accidents, zero harm to people and zero harm to the environment.  We focus on maintaining relationships with our customers’ field operations and corporate management.  We believe that this focus helps us better anticipate customer needs and provide our customers with the right airc raft in the right place at the right time, which in turn allows us to better manage our existing fleet and capital investment program.  We also leverage our close relationships with our customers to establish mutually beneficial operating practices and safety standards worldwide.  By applying standard operating and safety practices across our global operations, we seek to provide our customers with consistent, high-quality service in each of their areas of operation.  By better understanding our customers’ needs and by virtue of our global operations and safety standards, we have effectively competed against other helicopter service providers based on aircraft availability, customer service, safety and reliability, and not just price.

·  Integrate our global operations.  We are an integrated global operator, and we intend to continue to identify and implement further opportunities to integrate our global organization.  We have integrated our operations among previously independently managed businesses, created a global flight and maintenance standards group, improved our global asset allocation and made other changes in our corporate and field operations.

·  Prudent balance sheet management.  We are focused on engaging in a proactive capital allocation plan with a concentration on achieving business growth and improving shareholder returns, within the dictates of prudent balance sheet management.  We have raised approximately $1.3 billion of capital in a mix of debt and equity with both public and private financings since fiscal year 2007, and we intend to continue managing our capital structure and liquidity position relative to our commitments with external financings when necessary.  In November 2010, we increased our liquidity by $75 million with our amended and restated revolving credit and term loan agreement.  Our debt to capitalization ratio was 34.6% as of March 31, 2010 and 33.0% as of December 31, 2010.

·  Balanced shareholder return.  We have spent $1.5 billion on capital expenditures to grow our business since 2007.  While we plan to continue to invest in new aircraft, we do not expect capital expenditures to continue at this level.  We believe our liquidity position and cash flows from operations will be adequate to finance operating and maintenance capital expenditures, and we are exploring options for the use of any excess capital including the possibility of regularly scheduled dividends and buying back our common stock.

40

Market Outlook

Our core business is providing helicopter services to the worldwide oil and gas industry.  Our customers’ operating expenditures in the production sector are the principal source of our revenue, while their exploration and development capital expenditures provide a lesser portion of our revenue.  Our customers typically base their capital expenditure budgets on their long-term commodity price expectations and not exclusively on the current spot price.  In 2009, the credit, equity and commodity markets were volatile, causing many of our oil and gas company customers to reduce capital spending plans and defer projects.  During 2010, oil prices ranged from approximately $65 to $92 per barrel and access to capital improved.  We believe that the continued stability of oil prices and i mproved access to capital should lead to confidence among our customers and increased capital expenditure budgets and we are seeing some larger projects moving ahead that were previously on hold.

While we are cautiously optimistic that the economic conditions will continue to recover, we continue to seek ways to reduce costs and work with our customers to improve the efficiency of their operations.  Our global operations and critical mass of helicopters provide us with geographic and customer diversity which helps mitigate risks associated with a single market or customer and allows us to respond to increased demand in certain markets through redeployment of assets.

The limited availability of some new aircraft models and the need throughout the industry to retire many of the older aircraft in the worldwide fleet is a driver for our industry.  Currently manufacturers have some available aircraft; however, there are some constraints on supply of new large aircraft.  The aftermarket for sales of our older aircraft has also softened and sale prices have declined, reflecting fewer buyers with available capital.

As discussed in “Item 1A. Risk Factors” in the fiscal year 2010 Annual Report, we are subject to competition and the political environment in the countries where we operate.  In one of these markets, Nigeria, we have seen a recent increase in competitive pressure and new regulation that could impact our ability to win future work at levels previously anticipated.  During the Current Period, in both Nigeria and Australia we had major customers re-bid contracts we were incumbents on and awarded these to competitors.  The contract in Nigeria provided us with annualized revenue of approximately $42 million and ended in the Current Period.  The contract in Australia provides us with annualized revenue of approximately $40 million and ends May 31, 2011.  Despite the current competitive environm ents in these markets as well as the regulatory environment in Nigeria, we expect the lost revenue to eventually be offset by new contract awards with other customers and increased ad hoc flying in these regions.

 We expect that our cash on deposit as of December 31, 2010 of $100.9 million, cash flow from operations and proceeds from aircraft sales, as well as the borrowing capacity under our amended and restated revolving credit and term loan agreement, will be sufficient to satisfy our capital commitments, including our remaining aircraft purchase commitments of $105.3 million as of December 31, 2010.  We have raised approximately $1.3 billion of capital in a mix of debt and equity with both public and private financings since fiscal year 2007, and we intend to continue managing our capital structure and liquidity position relative to our commitments with external financings when necessary.  In November 2010, we increased our liquidity by $75 million with our amended and restated revolving credit and term loan agreem ent.

We conduct business in various foreign countries, and as such, our cash flows and earnings are subject to fluctuations and related risks from changes in foreign currency exchange rates.  For additional details, see Note 1 to the “Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” included in the 2010 fiscal year Annual Report.

41

Results of Operations

The following table presents our operating results and other income statement information for the applicable periods:

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(Unaudited) (In thousands, except per share amounts, percentages and flight hours)
Gross revenue:
Operating revenue	$	282,607		$	275,488		$	7,119		2.6		%
Reimbursable revenue		35,262			27,818			7,444		26.8		%
Total gross revenue		317,869			303,306			14,563		4.8		%
Operating expense:
Direct cost		186,937			189,456			2,519		1.3		%
Reimbursable expense		34,548			28,219			(6,329	)	(22.4	)	%
Depreciation and amortization		21,338			20,663			(675	)	(3.3	)	%
General and administrative		33,715			30,758			(2,957	)	(9.6	)	%
		276,538			269,096			(7,442	)	(2.8	)	%
Gain (loss) on disposal of assets		(33	)		2,448			(2,481	)	(101.3	)	%
Earnings from unconsolidated affiliates, net of losses		5,341			3,068			2,273		74.1		%
Operating income		46,639			39,726			6,913		17.4		%
Interest income (expense), net		(13,356	)		(10,614	)		(2,742	)	(25.8	)	%
Other income (expense), net		(2,792	)		3,695			(6,487	)	(175.6	)	%
Income before provision for income taxes		30,491			32,807			(2,316	)	(7.1	)	%
(Provision for) benefit from income taxes		11,823			(5,681	)		17,504		308.1		%
Net income		42,314			27,126			15,188		56.0		%
Net income attributable to noncontrolling interests		(555	)		(448	)		(107	)	(23.9	)	%
Net income attributable to Bristow Group	$	41,759		$	26,678		$	15,081		56.5		%
Diluted earnings per common share	$	1.13		$	0.74		$	0.39		52.7		%
Operating margin (1)		14.7	%		13.1	%		1.6	%	12.2		%
EBITDA (2)	$	65,602		$	64,449		$	1,153		1.8		%
Flight hours (3)		58,291			54,522			3,769		6.9		%

42

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(Unaudited) (In thousands, except per share amounts, percentages and flight hours)
Gross revenue:
Operating revenue	$	841,153		$	804,083		$	37,070		4.6		%
Reimbursable revenue		81,513			81,290			223		0.3		%
Total gross revenue		922,666			885,373			37,293		4.2		%
Operating expense:
Direct cost		559,211			543,525			(15,686	)	(2.9	)	%
Reimbursable expense		79,746			81,180			1,434		1.8		%
Depreciation and amortization		61,637			57,319			(4,318	)	(7.5	)	%
General and administrative		95,132			89,246			(5,886	)	(6.6	)	%
		795,726			771,270			(24,456	)	(3.2	)	%
Gain on disposal of assets		3,582			13,337			(9,755	)	(73.1	)	%
Earnings from unconsolidated affiliates, net of losses		9,355			10,625			(1,270	)	(12.0	)	%
Operating income		139,877			138,065			1,812		1.3		%
Interest income (expense), net		(35,386	)		(30,834	)		(4,552	)	(14.8	)	%
Other income (expense), net		(2,388	)		4,023			(6,411	)	(159.4	)	%
Income before provision for income taxes		102,103			111,254			(9,151	)	(8.2	)	%
(Provision for) benefit from income taxes		(33	)		(26,427	)		26,394		99.9		%
Net income		102,070			84,827			17,243		20.3		%
Net income attributable to noncontrolling interests		(623	)		(1,256	)		633		50.4		%
Net income attributable to Bristow Group	$	101,447		$	83,571		$	17,876		21.4		%
Diluted earnings per common share	$	2.77		$	2.32		$	0.45		19.4		%
Operating margin (1)		15.2	%		15.6	%		(0.4	)%	(2.6	)	%
EBITDA (2)	$	200,003		$	200,204		$	(201	)	(0.1	)	%
Flight hours (3)		180,318			172,980			7,338		4.2		%

_________

(1) Operating margin is calculated as operating income divided by gross revenue.

(2) EBITDA, or Earnings Before Interest Taxes Depreciation and Amortization, is a measure that has not been prepared in accordance with U.S. generally accepted accounting policies (“GAAP”) and has not been audited or reviewed by our independent auditors.  EBITDA is therefore considered a non-GAAP financial measure.  Management believes EBITDA provides meaningful supplemental information regarding our operating results because it excludes amounts that management does not consider part of operating results when assessing and measuring the operational and financial performance of the organization. A description of adjustments and a reconciliation to net income, the most comparable GAAP financial measure to EBITDA, is as follows:

43

	Three Months Ended December 31,					Nine Months Ended December 31,
	2010			2009		2010		2009
	(In thousands)
Net income	$	42,314		$	27,126	$	102,070	$	84,827
Provision for (benefit from) income taxes		(11,823	)		5,681		33		26,427
Interest expense		13,773			10,979		36,263		31,631
Depreciation and amortization		21,338			20,663		61,637		57,319
EBITDA	$	65,602		$	64,449	$	200,003	$	200,204

(3) Excludes flight hours from Bristow Academy and unconsolidated affiliates.

Current Quarter Compared to Comparable Quarter

The increase in gross revenue primarily resulted from increased revenue in our Other International, Australia and Europe business units, partially offset by decreased revenue in our West Africa and Bristow Academy business units.  Revenue increased for Other International, Australia and Europe primarily as a result of the addition of new contracts and an increase in activity and rates on existing contracts, partially offset by contracts ending and reduced activity on certain other contracts in these markets as well as an unfavorable impact of changes in exchange rates.  Revenue decreased in West Africa primarily as a result of the loss of a major customer in this market, reduced activity on certain contracts and a decrease in reimbursable revenue, partially offset by new contracts, increased rates on existing contr acts and fewer flight delay penalties.  Revenue decreased for Bristow Academy as a result of a delay in military training contracts.

Our results for the Current Quarter were significantly affected by the following items:

·  A reduction in maintenance expense (included in direct cost) associated with a credit resulting from the renegotiation of a “power-by-the-hour” contract for aircraft maintenance with a third party provider, which increased operating income and EBITDA by $3.5 million, net income by $2.9 million and diluted earnings per share by $0.08.

·  The early retirement of the 6⅛% Senior Notes in the Current Quarter, which resulted in a $2.3 million early redemption premium (included in other income (expense), net) and the write-off of $2.4 million of unamortized debt issuance costs (included in interest expense) and decreased EBITDA by $2.3 million, net income by $4.0 million and diluted earnings per share by $0.11.

·  A reduction in tax expense primarily related to adjustments to deferred tax liabilities that were no longer required as a result of the restructuring during the Current Period, which increased net income by $16.6 million and diluted earnings per share by $0.45.

Our results for the Comparable Quarter were significantly affected by the following items:

·  Compensation expense included in general and administrative expense incurred in connection with the departure of two of the Company’s officers during the Comparable Quarter, which decreased operating income and EBITDA by $1.7 million, net income by $1.4 million and diluted earnings per share by $0.04.

·  Hedging gains included in other income (expense), net resulting from the termination of forward contracts on euro-denominated aircraft purchase commitments, which increased EBITDA by $2.8 million, net income by $2.3 million and diluted earnings per share by $0.06.

Our results were also significantly affected by a decrease in gain (loss) on disposal of assets due to a reduction in the number of aircraft sold in the Current Quarter versus the Comparable Quarter.  Aircraft sales can be unpredictable and have a significant impact on our operating results as reported under GAAP.

44

Excluding gain (loss) on disposal of assets in both the Current Quarter and Comparable Quarter and the items listed above, operating income, operating margin, EBITDA, net income and diluted earnings per share would have been $43.2 million, 13.6%, $64.4 million, $26.3 million and $0.71, respectively, for the Current Quarter, and $39.0 million, 12.9%, $60.9 million, $23.8 million and $0.66, respectively, for the Comparable Quarter.  The improvement in operating income, operating margin, EBITDA and net income was driven by higher equity earnings and the addition of new contracts and improved rates in our Other International and Europe business units as well as a reduction in costs in West Africa despite declining revenue in this business unit, which was partially offset by higher compensation expense accruals associated with pe rformance-based awards linked to our stock price performance.  Diluted earnings per share was slightly reduced despite higher net income as a result of common stock issued since the Comparable Quarter.

A reconciliation of our operating income, operating margin, EBITDA, net income and diluted earnings per share as reported to the calculations of each of these items excluding the amounts discussed above is as follows:

	Current Quarter
		Operating Income		Operating Margin			EBITDA			Net Income			Diluted Earnings Per Share
	(In thousands, except percentages and per share amounts)
As reported	$	46,639		14.7%		$	65,602		$	41,759		$	1.13
Adjust for:
Power-by-the-hour credit		(3,500	)	—			(3,500	)		(2,894	)	$	(0.08	)
Retirement of 6 1/8% Senior Notes		—		—			2,300			3,966		$	0.11
Tax items		—		—			—			(16,573	)	$	(0.45	)
Loss on disposal of assets		33					33			27		$	—
Adjusted	$	43,172		13.6%	(1)	$	64,435		$	26,285		$	0.71

	Comparable Quarter
		Operating Income		Operating Margin			EBITDA			Net Income			Diluted Earnings Per Share
	(In thousands, except percentages and per share amounts)
As reported	$	39,726		13.1%		$	64,449		$	26,678		$	0.74
Adjust for:
Officer severance costs		1,744		—			1,744			1,442		$	0.04
Hedging gains		—		—			(2,804	)		(2,318	)	$	(0.06	)
Gain on disposal of assets		(2,448	)	—			(2,448	)		(2,024	)	$	(0.06	)
Adjusted	$	39,022		12.9%	(1)	$	60,941		$	23,778		$	0.66

_________

(1) Adjusted operating margin is calculated as adjusted operating income presented herein divided by gross revenue of $317.9 million in the Current Quarter and $303.3 million in the Comparable Quarter.

45

Current Period Compared to Comparable Period

The increase in gross revenue is primarily due to increased revenue in our Australia, North America, Other International and West Africa business units primarily as a result of the addition of new contracts and a favorable impact of exchange rate changes in Australia, partially offset by a decrease in revenue in our Europe business unit as a result of short-term work provided to a customer in the North Sea in the Comparable Period, as well as an unfavorable impact of exchange rate changes and a decrease in reimbursable revenue in this market.

Our results for the Current Period were significantly affected by the following items:

·  A reduction in maintenance expense (included in direct cost) associated with a credit resulting from the renegotiation of a “power-by-the-hour” contract for aircraft maintenance with a third party provider, which increased operating income and EBITDA by $3.5 million, net income by $2.9 million and diluted earnings per share by $0.08.

·  The early retirement of the 6⅛% Senior Notes in the Current Period, which resulted in a $2.3 million early redemption premium (included in other income (expense), net) and the write-off of $2.4 million of unamortized debt issuance costs (included in interest expense) and decreased EBITDA by $2.3 million, net income by $3.9 million and diluted earnings per share by $0.11.

·  A reduction in tax expense related to adjustments to deferred tax liabilities that were no longer required as a result of the restructuring during the Current Period, which increased net income by $17.3 million and diluted earnings per share by $0.47.

Our results for the Comparable Period were significantly affected by the following items:

·  Compensation expense included in general and administrative expense incurred in connection with the departure of three of the Company’s officers during the Comparable Period, which decreased operating income and EBITDA by $4.9 million, net income by $3.9 million and diluted earnings per share by $0.11.

·  Hedging gains included in other income (expense), net resulting from the termination of forward contracts on euro-denominated aircraft purchase commitments, which increased EBITDA by $3.9 million, net income by $3.0 million and diluted earnings per share by $0.08.

·  An increase in tax expense resulting from tax contingency items and changes in our expected foreign tax credit utilization, which decreased net income by $5.2 million and diluted earnings per share by $0.14.

Our results were also significantly affected by a decrease in gain on disposal of assets due to a reduction in the number of aircraft sold in the Current Period versus the Comparable Period.  Aircraft sales can be unpredictable and have a significant impact on our operating results as reported under GAAP.

Excluding gain (loss) on disposal of assets in both the Current Period and Comparable Period and the items listed above, operating income, operating margin, EBITDA, net income and diluted earnings per share would have been $132.8 million, 14.4%, $195.2 million, $82.1 million and $2.24, respectively, for the Current Period, and $129.6 million, 14.6%, $187.8 million, $78.9 million and $2.19, respectively, for the Comparable Period.  The improvement in operating income, EBITDA, net income and diluted earnings per share was driven by the overall increase in gross revenue, partially offset by lower equity earnings and higher employee compensation costs.

46

A reconciliation of our operating income, operating margin, EBITDA, net income and diluted earnings per share as reported to the calculations of each of these items excluding the amounts discussed above is as follows:

	Current Period
		Operating Income		Operating Margin			EBITDA			Net Income			Diluted Earnings Per Share
	(In thousands, except percentages and per share amounts)
As reported	$	139,877		15.2%		$	200,003		$	101,447		$	2.77
Adjust for:
Power-by-the-hour credit		(3,500	)	—			(3,500	)		(2,904	)	$	(0.08	)
Retirement of 6 1/8% Senior Notes		—		—			2,300			3,900		$	0.11
Tax items		—		—			—			(17,338	)	$	(0.47	)
Gain on disposal of assets		(3,582	)				(3,582	)		(2,972	)	$	(0.08	)
Adjusted	$	132,795		14.4%	(1)	$	195,221		$	82,133		$	2.24

	Comparable Period
		Operating Income		Operating Margin			EBITDA			Net Income			Diluted Earnings Per Share
	(In thousands, except percentages and per share amounts)
As reported	$	138,065		15.6%		$	200,204		$	83,571		$	2.32
Adjust for:
Officer severance costs		4,874		—			4,874			3,944		$	0.11
Hedging gains		—		—			(3,936	)		(3,001	)	$	(0.08	)
Tax items		—		—			—			5,200		$	0.14
Gain on disposal of assets		(13,337	)	—			(13,337	)		(10,792	)	$	(0.30	)
Adjusted	$	129,602		14.6%	(1)	$	187,805		$	78,922		$	2.19

_________

(1) Adjusted operating margin is calculated as adjusted operating income presented herein divided by gross revenue of $922.7 million in the Current Period and $885.4 million in the Comparable Period.

47

Business Unit Operating Results

The following discussion sets forth certain operating information for the business units comprising our Helicopter Services segment.  Intercompany lease revenue and expense are eliminated from our segment reporting, and depreciation expense of aircraft is presented in the segment that operates the aircraft.

Beginning on January 1, 2010, the U.S. Gulf of Mexico and Arctic business units were combined into the North America business unit.  Additionally, 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 h ave been allocated to our other business units to the extent these operations support those business units.  Amounts presented below for the Comparable Quarter and Comparable Period have been revised to conform to Current Quarter and Current Period presentation.

Current Quarter Compared to Comparable Quarter

Set forth below is a discussion of operations of our business units.  Our consolidated results are discussed under “Results of Operations” above.

Europe

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	129,828		$	119,290		$	10,538			8.8		%
Operating expense	$	107,848		$	102,593		$	(5,255	)		(5.1	)	%
Earnings from unconsolidated affiliates, net of losses	$	3,490		$	2,542		$	948			37.3		%
Operating margin		19.6	%		16.1	%		3.5		%	21.7		%
Flight hours		13,676			13,597			79			0.6		%

Gross revenue increased for Europe, despite only a slight increase in flight hours, as a result of price escalations on existing contracts, renegotiated rates on contract renewals and increased reimbursable revenue.  Three new customers were added since the Comparable Quarter contributing to a shift toward larger aircraft in this market.  The increase in revenue was partially offset by an unfavorable impact from changes in exchange rates.

Operating expense for Europe decreased due to a decrease in maintenance expense due to less heavy maintenance required in the Current Quarter and the impact of changes in exchange rates, partially offset by an increase in reimbursable expense.

Earnings from unconsolidated affiliates, net of losses increased as a result of lower depreciation on certain aircraft for our equity method investment.

Operating margin improved primarily as a result of the decrease in maintenance expense, price escalations and renegotiated rates.

48

North America

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	45,629		$	45,684		$	(55	)		(0.1	)%
Operating expense	$	43,712		$	44,173		$	461			1.0	%
Operating margin		4.2	%		3.3	%		0.9		%	27.3	%
Flight hours		20,079			17,712			2,367			13.4	%

Gross revenue for North America remained flat despite an overall increase in flight hours as additional work from BP in support of the spill control and monitoring effort and rate increases on certain existing contracts offset the reduction in activity from the ongoing impact of the deepwater oil spill and the drilling moratorium in the U.S. Gulf of Mexico.  The work for BP to support the spill control and monitoring effort began to taper off after September 30, 2010 and as of December 31, 2010 we were operating three aircraft for BP in this market.  Operating margin improved due to a slight decrease in operating expense versus the Comparable Quarter .

As described above, while the loss of deepwater work in the U.S. Gulf of Mexico was temporarily offset by work we were performing for BP in support of spill control and monitoring efforts, we cannot predict the full impact of the oil spill and resulting drilling moratorium on oil and gas exploration or production operations in the U.S. Gulf of Mexico.  Although the ban was lifted on October 12, 2010, the future of deepwater drilling in the U.S. Gulf of Mexico remains uncertain.  In addition, we cannot predict how government agencies will respond to the incident or whether changes in laws and regulations concerning operations in the U.S. Gulf of Mexico, including the ability to obtain drilling permits, will result in a long-term reduction in activity in this market.

West Africa

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	53,725		$	58,736		$	(5,011	)		(8.5	)	%
Operating expense	$	37,730		$	43,823		$	6,093			13.9		%
Operating margin		29.8	%		25.4	%		4.4		%	17.3		%
Flight hours		9,885			9,175			710			7.7		%

Gross revenue for West Africa decreased primarily due to the loss of a major customer in this market since the Comparable Quarter, reduced activity on certain contracts and a decrease in reimbursable revenue, partially offset by new contracts, increased rates on existing contracts and fewer flight delay penalties.

The decrease in operating expense was primarily a result of a decrease in maintenance, training, travel and salaries and benefits as a result of cost reduction efforts made after the loss of the major customer.  Additionally, in the Comparable Quarter we recorded a charge of $1.8 million to reduce the carrying value of obsolete inventory.  The increase in operating margin was primarily driven by lower operating expense, including the impact of the obsolete inventory charge in the Comparable Quarter.

As previously discussed, we have seen recent changes in the West Africa market as a result of increased competition in this market.  Additionally, increasingly active trade unions, changing regulations and the changing political environment have made and are expected to continue to make our operating results from Nigeria unpredictable.

49

Australia

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	41,440		$	38,188		$	3,252		8.5	%
Operating expense	$	34,301		$	28,830		$	(5,471	)	(19.0	)%
Operating margin		17.2	%		24.5	%		(7.3	)%	(29.8	)%
Flight hours		3,234			3,304			(70	)	(2.1	)%

Gross revenue for Australia increased primarily due to a favorable impact of changes in exchange rates and an increase in reimbursable revenue for fixed wing aircraft charges to customers.  These increases were partially offset by decreased revenue from certain contracts ending since the Comparable Quarter.

Operating expense increased primarily due to the impact of changes in exchange rates and an increase in salaries and benefits due to the timing of crew training, annual salary increases and subsequent increases in the annual leave and long service leave provisions.  Also, fuel has increased due to a change in the aircraft mix and depreciation expense has increased as a result of new aircraft added to this market since the Comparable Quarter.  The decrease in operating margin from the Comparable Quarter is primarily due to increased compensation and depreciation expense.

During the Current Period, a major customer re-bid a contract we were the incumbent on and awarded this to a competitor.  This contract provides us with annualized revenue of approximately $40 million and ends on May 31, 2011.

Other International

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	41,865		$	33,345		$	8,520		25.6	%
Operating expense	$	32,124		$	28,690		$	(3,434	)	(12.0	)%
Earnings from unconsolidated affiliates, net of losses	$	1,854		$	526		$	1,328		252.5	%
Operating margin		27.7	%		15.5	%		12.2	%	78.7	%
Flight hours		11,417			10,734			683		6.4	%

Gross revenue for Other International increased due to an increase in revenue in Brazil (new aircraft on contract), the Baltic Sea, Suriname and Ghana (new contracts) and Russia (increased activity), partially offset by a decrease in revenue in Kazakhstan (due to our exit from this market), Malaysia and Libya (decreased activity).

Operating expense increased primarily due to an increase in costs in Brazil (new aircraft on contract), Russia (increased maintenance costs) and the Baltic Sea and Suriname (new contracts).  These increases were partially offset by a decrease in administrative costs in this business unit.  Operating expense also decreased since we continued incurring operating expenses as we were exiting Kazakhstan in the Comparable Quarter.

Earnings from unconsolidated affiliates, net of losses increased from the Comparable Quarter due an increase of $0.2 million in earnings from our investment in Líder Aviação Holdings S.A. (“Líder”) and a decrease in our losses from our investment in Heliservicio Campeche S.A. de C.V. (“Heliservicio”) of $1.1 million.

During the Comparable Quarter, our aircraft were grounded in Kazakhstan incurring operating expense but not generating revenue.  Operating margin improved from the Comparable Quarter primarily due to our exit from Kazakhstan as we are no longer incurring operating expenses in this market and a decrease in administrative costs.

50

In addition to our 24% interest in Heliservicio, we own a 99% interest in Rotorwing Leasing Resources, L.L.C. (“RLR”), a consolidated subsidiary that leases helicopters to Heliservicio.  On January 14, 2011, we entered into an Equity Interest Purchase and Sale Agreement (the “Equity Agreement”) with Controladora De Servicios Aeronauticos, S.A. de C.V. (“CICSA”) and Rotorwing Financial Services, Inc. (“RFS”), the owner of the other 76% of Heliservicio and the owner of the other 1% of RLR, respectively.  Through this agreement, we and our partners have agreed that CICSA will purchase the remaining 24% interest in Heliservicio.  Additionally, concurrent with the sale of our interest in Heliservicio, we will execute our option under a prior agreement to purchase the 1% interest in RLR owned by RFS.  We expect this transaction to be substantially complete by March 31, 2011. Once complete, we will have no ownership interest in Heliservicio and full ownership of RLR.

The Equity Agreement also includes provisions for the settlement of past due amounts (including past due accounts receivable) due from Heliservicio to us and settlement of other matters.  As part of this agreement, on January 31, 2011, we received a net payment from Heliservicio of $2.7 million that was applied to outstanding accounts receivable and wrote-off $5.6 million of previously reserved accounts receivable due from Heliservicio.

The Equity Agreement also provides for our release from the $23.8 million in guarantees included in the table above and discussed in Note 5.  While we will no longer have an equity interest in an operating entity in Mexico, we will continue to lease aircraft from RLR and other consolidated subsidiaries to Heliservicio under revised lease agreements.

We currently have approximately $24 million of inventory supporting the fleet of aircraft operated by Heliservicio in Mexico, of which approximately $12 million is in Mexico with the remainder in transit to Mexico or at our maintenance facilities in the U.S.  We expect to recover the value of this inventory either through use in Heliservicio’s operations, consumption elsewhere in the Bristow Group fleet, in support of other operator's fleets or through sale of the inventory to third parties.  However, if certain events do not occur as expected, it is possible that a partial impairment of the inventory may be necessary.  We estimate the range of potential loss to be $5 million to $10 million.

Corporate and other

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Gross revenue	$	6,393		$	8,464		$	(2,071	)	(24.5	)%
Operating expense		21,834			21,388			(446	)	(2.1	)%
Earnings from unconsolidated affiliates, net of losses		(3	)		—			(3	)	(100.0	)%
Operating loss	$	(15,444	)	$	(12,924	)	$	(2,520	)	(19.5	)%

Corporate and other includes our Bristow Academy business unit, technical services business and corporate costs that have not been allocated to other business units.

Gross revenue decreased due to a decrease in revenue at Bristow Academy as a result of a delay in military training contracts and a decrease in technical services revenue as a result of timing of part sales.

Operating expense increased slightly due to increases in corporate and Bristow Academy operating expenses mostly offset by decrease in cost of part sales for technical services.  Corporate operating expense primarily represents costs of our corporate office and other general and administrative costs not allocated to our business units.  Corporate operating expense increased due to an increase in salaries and benefits and legal and professional fees.

51

Interest Expense, Net

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Interest income	$	417		$	365		$	52		14.2	%
Interest expense		(11,459	)		(11,405	)		(54	)	(0.5	)%
Amortization of debt discount		(794	)		(751	)		(43	)	(5.7	)%
Amortization of debt fees		(2,799	)		(496	)		(2,303	)	*
Capitalized interest		1,279			1,673			(394	)	(23.6	)%
Interest expense, net	$	(13,356	)	$	(10,614	)	$	(2,742	)	(25.8	)%

_________

* not meaningful

Interest expense, net increased primarily due to the write-off of $2.4 million of unamortized debt issuance costs in the Current Quarter as a result of the early redemption of the 6⅛% Senior Notes and a decrease in capitalized interest during the Current Quarter as a result of a decrease in the average amount of construction in progress during the Current Quarter versus the Comparable Quarter.

Other Income (Expense), Net

	Three Months Ended December 31,					Favorable
	2010			2009		(Unfavorable)
	(In thousands, except percentages)
Foreign currency (losses) gains	$	(487	)	$	731	$	(1,218	)	(166.6	)%
Other		(2,305	)		2,964		(5,269	)	(177.8	)%
Total	$	(2,792	)	$	3,695	$	(6,487	)	(175.6	)%

The decrease in foreign currency (losses) gains primarily resulted from the revaluation of intercompany loans denominated in currencies other than the functional currencies of certain subsidiaries as certain exchange rates shifted during the Current Quarter.  Additionally, other income (expense), net in the Current Quarter includes a $2.3 million redemption premium as a result of the early redemption of the 6⅛% Senior Notes.  The Comparable Quarter included $2.8 million of hedging gains realized as a result of the termination of forward contracts on euro-denominated aircraft purchase commitments.

Taxes

	Three Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Effective income tax rate		(38.8	)%		17.3	%		56.1	%	*
Net foreign tax on non-U.S. earnings	$	4,935		$	2,636		$	(2,299	)	(87.2	)%
Foreign earnings indefinitely reinvested abroad		(10,018	)		(10,304	)		(286	)	2.8	%
Change in valuation allowance for foreign tax credit utilization		—			456			456		100.0	%
Expense from change in tax contingency		1,041			461			(580	)	(125.8	)%
Release of deferred tax liability due to restructure		(17,698	)		—			17,698		*

_________

* not meaningful

52

The effective income tax rate for the Current Quarter reflects the tax implications of the implementation of a restructuring that more closely aligns our legal structure with our global operational structure.  As a result of this restructuring, which was effective November 1, 2010, most U.S. tax on offshore profits will be deferred until the profits are repatriated.

During the Current Quarter, we recorded a net reduction of our provision for income taxes of $16.6 million, primarily due to the reversal of deferred tax balances recorded in prior fiscal years.  Because offshore profits will be deferred until the profits are repatriated, deferred tax liabilities recorded in prior fiscal years are no longer required.  Excluding this reduction, our effective tax rate decreased to 15.6% for the Current Quarter from 17.3% in the Comparable Quarter as a result of the corporate restructuring, which increased the earnings reported as permanently reinvested outside the U.S.

Current Period Compared to Comparable Period

Set forth below is a discussion of operations of our business units.  Our consolidated results are discussed under “Results of Operations” above.

Europe

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	349,114		$	348,268		$	846			0.2	%
Operating expense	$	291,963		$	296,580		$	4,617			1.6	%
Earnings from unconsolidated affiliates, net of losses	$	8,230		$	6,392		$	1,838			28.8	%
Operating margin		18.7	%		16.7	%		2.0		%	12.0	%
Flight hours		41,075			42,694			(1,619	)		(3.8	)%

Gross revenue for Europe increased, despite a decrease in flight hours, as a result of price escalations on existing contracts, renegotiated rates on contract renewals and an increase in reimbursable revenue.  Three new customers were added since the Comparable Period contributing to a shift toward larger aircraft in this market.  The increase in revenue was partially offset by an unfavorable change in exchange rates and short-term work provided in the Comparable Period to a customer in the North Sea that resulted in increased flight hours in that period.

Operating expense for Europe decreased primarily due to the favorable impact of changes in exchange rates and decreased maintenance, freight and training costs as a result of cost savings initiatives, partially offset by increased reimbursable expense.

Earnings from unconsolidated affiliates, net of losses increased as a result of lower depreciation on certain aircraft for our equity method investment.

Operating margin improved primarily due to increased equity earnings, price escalations and renegotiated rates.

53

North America

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	153,721		$	144,277		$	9,444			6.5	%
Operating expense	$	137,592		$	133,624		$	(3,968	)		(3.0	)%
Operating margin		10.5	%		7.4	%		3.1		%	41.9	%
Flight hours		64,762			61,044			3,718			6.1	%

Gross revenue for North America increased primarily due to additional work from BP in support of the ongoing spill control and monitoring effort and rate increases on certain existing contracts partially offset by reduced activity from the ongoing impact of the deepwater oil spill and the drilling moratorium in the U.S. Gulf of Mexico.  The change in contracts in the Current Period resulted in a change in aircraft type and rates allowing for increased revenue at a higher rate than the increase in flight hours.

The increase in operating expense was primarily the result of an increase in salaries and benefits, fuel and maintenance costs due to the change in aircraft type utilized.  The increase in operating margin from the Comparable Period is primarily due to an increase in rates driven by the change in the mix of aircraft type flying in this market.

For discussion of additional matters related to operations in North America, see “— Current Quarter Compared to Comparable Quarter – North America” included elsewhere in this Quarterly Report.

West Africa

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	170,931		$	165,005		$	5,926			3.6		%
Operating expense	$	122,142		$	121,365		$	(777	)		(0.6	)	%
Operating margin		28.5	%		26.4	%		2.1		%	8.0		%
Flight hours		29,217			26,595			2,622			9.9		%

Gross revenue for West Africa increased primarily due to new contracts, rate escalations under existing contracts and a reduction in aircraft maintenance delays partially offset by reduced activity on some contracts.  Additionally, reimbursable revenue decreased due to a decrease in training and duty recharges that were rebilled to a customer during the Comparable Period.

The increase in operating expense was primarily a result of increases in fuel charges due to new contracts and an increase in freight charges due to the mobilization of two aircraft to this market.  Additionally, we incurred $1.1 million more in employee severance costs in the Current Period versus the Comparable Period as a result of the loss of a major contract that finished during the Current Period.  Operating margin improved primarily due to rate escalations.

For discussion of additional matters related to operations in West Africa, see “— Current Quarter Compared to Comparable Quarter – West Africa” included elsewhere in this Quarterly Report.

54

Australia

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	114,095		$	96,684		$	17,411		18.0	%
Operating expense	$	92,910		$	74,659		$	(18,251	)	(24.4	)%
Operating margin		18.6	%		22.8	%		(4.2	)%	(18.4	)%
Flight hours		9,793			8,978			815		9.1	%

Gross revenue for Australia increased primarily due to a favorable impact of changes in exchange rates and an increase in flight hours as a result of changes in aircraft on contract from the Comparable Period.  We have introduced new aircraft since the Comparable Period resulting in a change of revenue mix.

Operating expense increased primarily due to the impact of changes in exchange rates and an increase in salaries and benefits due to the increase in activity, annual salary increases and subsequent increases in the annual leave and long service leave provisions.  During the Comparable Period, we reversed costs previously accrued in fiscal year 2009 for tax items as favorable rulings were obtained from the tax authorities.  Excluding the reversal of these tax items, operating margin would have been 21.9% in the Comparable Period.  Operating margin declined due to the increase in salaries and benefits in the Current Period and reversal of tax items in the Comparable Period.  

For discussion of additional matters related to operations in Australia, see “— Current Quarter Compared to Comparable Quarter – Australia” included elsewhere in this Quarterly Report.

Other International

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue	$	110,979		$	103,346		$	7,633		7.4	%
Operating expense	$	87,201		$	82,200		$	(5,001	)	(6.1	)%
Earnings from unconsolidated affiliates, net of losses	$	1,184		$	4,225		$	(3,041	)	(72.0	)%
Operating margin		22.5	%		24.5	%		(2.0	)%	(8.2	)%
Flight hours		35,471			33,669			1,802		5.4	%

Gross revenue for Other International increased due to an increase in revenue in Brazil (new aircraft on contract), the Baltic Sea and Suriname (new contracts) and Russia and Trinidad (increased activity), partially offset by a decrease in revenue in Kazakhstan and Bolivia (due to our exit from these markets) and Libya and Malaysia (decreased activity).

Operating expense increased primarily due to an increase in costs in Russia, Brazil and Mexico (increased maintenance costs) and the Baltic Sea (new contract).  These increases were partially offset by a decrease in operating expense as we no longer operate in Kazakhstan.

Earnings from unconsolidated affiliates, net of losses decreased due to a decrease in earnings from our investment in Líder of $2.6 million from the Comparable Period to the Current Period as a result of a decrease in foreign currency transaction gains.

The decrease in earnings from unconsolidated affiliates, net of losses along with the effect of no longer operating in Kazakhstan resulted in a decrease in operating margin from the Comparable Period.  Excluding the reversal of the bad debt in Kazakhstan, operating margin for the Comparable Period would have been 22.1%.

55

For discussion of additional matters related to operations in this business unit, see “— Current Quarter Compared to Comparable Quarter – Other International” included elsewhere in this Quarterly Report.

Corporate and other

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Gross revenue	$	25,656		$	31,642		$	(5,986	)	(18.9	)%
Operating expense		65,748			66,691			943		1.4	%
Earnings from unconsolidated affiliates, net of losses		(59	)		8			(67	)		*
Operating loss	$	(40,151	)	$	(35,041	)	$	(5,110	)	(14.6	)%

_________

* not meaningful

Corporate and other includes our Bristow Academy business unit, technical services business and corporate costs that have not been allocated out to other business units.

Gross revenue decreased due to a decrease in revenue at Bristow Academy as a result of a delay in military training contracts and a decrease in technical services revenue as a result of timing of modification work performed and part sales.

Operating expense decreased due to a decrease in corporate operating expenses and decrease in technical services expense partially offset by an increase in expense at Bristow Academy due to increases in salaries, contract labor and lease costs in anticipation of military training contracts that were delayed.  Corporate operating expense primarily represents costs of our corporate office and other general and administrative costs not allocated to our business units.  Corporate operating expense decreased primarily due to the inclusion of costs related to the separation between the Company and three officers during the Comparable Period.

Interest Expense, Net

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Interest income	$	877		$	797		$	80		10.0	%
Interest expense		(34,786	)		(34,129	)		(657	)	(1.9	)%
Amortization of debt discount		(2,360	)		(2,213	)		(147	)	(6.6	)%
Amortization of debt fees		(3,791	)		(1,489	)		(2,302	)	(154.6	)%
Capitalized interest		4,674			6,200			(1,526	)	(24.6	)%
Interest expense, net	$	(35,386	)	$	(30,834	)	$	(4,552	)	(14.8	)%

Interest expense, net increased primarily due to the write-off of $2.4 million of unamortized debt issuance costs in the Current Period as a result of the early redemption of the 6⅛% Senior Notes, a decrease in capitalized interest during the Current Period as a result of a decrease in the average amount of construction in progress during the Current Period versus the Comparable Period and interest recorded on new short-term borrowings.

56

Other Income (Expense), Net

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Foreign currency losses	$	(671	)	$	(74	)	$	(597	)		*
Other		(1,717	)		4,097			(5,814	)	(141.9	)%
Total	$	(2,388	)	$	4,023		$	(6,411	)	(159.4	)%

_________

* not meaningful

The decrease in foreign currency losses primarily resulted from the revaluation of intercompany loans denominated in currencies other than the functional currencies of certain subsidiaries as certain exchange rates shifted during the Current Period.  Other income (expense), net also includes gains on sales of two joint ventures during the Current Period.  Additionally, other income (expense), net in the Current Quarter includes a $2.3 million redemption premium as a result of the early redemption of the 6⅛% Senior Notes.  The Comparable Period included $3.9 million of hedging gains realized as a result of the termination of forward contracts on a euro-denominated aircraft purchase commitments.

Taxes

	Nine Months Ended December 31,						Favorable
	2010			2009			(Unfavorable)
	(In thousands, except percentages)
Effective income tax rate		0.0	%		23.8	%		23.8	%	*
Net foreign tax on non-U.S. earnings	$	10,332		$	12,266		$	1,934		15.8	%
Foreign earnings indefinitely reinvested abroad		(29,912	)		(31,895	)		(1,983	)	(6.2	)%
Change in valuation allowance for foreign tax credit utilization		—			1,503			1,503		100.0	%
Expense from change in tax contingency		2,658			3,720			1,062		28.5	%
Foreign statutory rate reduction		(2,038	)		—			2,038		*
Release of deferred tax liability due to restructure		(17,698	)		—			17,698		*

_________

* not meaningful

The effective income tax rate for the Current Period reflects the tax implications of the implementation of a restructuring that more closely aligns our legal structure with our global operational structure.  As a result of this restructuring, which was effective November 1, 2010, most U.S. tax on offshore profits will be deferred until the profits are repatriated.

During the Current Period, we recorded a net reduction of our provision for income taxes of $17.4 million, primarily due to the reversal of deferred tax balances recorded in prior fiscal years.  Because offshore profits will be deferred until the profits are repatriated, deferred tax liabilities recorded in prior fiscal years are no longer required.  The effective tax rate for the Comparable Period included the impact of an increase in tax expense resulting from tax contingency items and changes in our expected foreign tax credit utilization.  Excluding these items, our effective tax rate decreased to 17.0% for the Current Period from 19.1% in the Comparable Period as a result of the corporate restructuring, which increased the earnings reported as permanently reinvested outside the U.S.

57

Liquidity and Capital Resources

Cash Flows

Operating Activities

Net cash flows provided by operating activities totaled $115.4 million during the Current Period compared to $163.0 million during the Comparable Period.  Changes in non-cash working capital used $50.2 million in cash flows from operating activities for the Current Period compared to $11.8 million provided by operating activities in the Comparable Period.

Investing Activities

Cash flows used in investing activities were $103.3 million and $354.3 million for the Current Period and Comparable Period, respectively.  Cash was used for capital expenditures as follows:

		Nine Months Ended December 31,
		2010		2009
Number of aircraft delivered:
Small		—		4
Medium		4		8
Large		1		7
Fixed wing		—		1
Total aircraft		5		20
Capital expenditures (in thousands):
Aircraft and related equipment	$	104,071	$	236,248
Other		18,677		14,024
Total capital expenditures	$	122,748	$	250,272

In addition to these capital expenditures, investing cash flows were impacted by aircraft sales and acquisitions.  During the Current Period, we received proceeds of $9.9 million primarily from the disposal of nine aircraft and certain other equipment, which together resulted in a net gain of $3.6 million, we received a $1.0 million deposit for an aircraft that was held for sale and we received insurance recoveries of $7.3 million.  Also, during the Current Period we received $1.3 million for the sale of two joint ventures resulting in a gain of $0.6 million.  During the Comparable Period, we received proceeds of $75.0 million from the disposal of 20 aircraft and certain other equipment, which together resulted in a net gain of $13.3 million.  Additionally, during the Comparable Period, we acqui red a 42.5% interest in Líder, the largest provider of helicopter and executive aviation services in Brazil for $179.0 million, including transaction costs.

Financing Activities

Cash flows generated from financing activities were $2.6 million during the Current Period compared to $14.7 million cash flows used during the Comparable Period.  During the Current Period, cash was used for the repayment of debt totaling $246.6 million (including $232.3 million for early retirement of our 6⅛% Senior Notes), acquisition of 60% ownership in Bristow Caribbean Limited for $0.8 million and distribution to noncontrolling interest owners of $0.6 million.  Additionally, during the Current Period we borrowed $251.1 million (including $243 million on our amended and restated revolving credit and term loan agreement) and incurred debt issuance costs of $3.3 million, and our fully consolidated subsidiary, Aviashelf Aviation Co., received $1.9 million in borrowings.  During the Comparable Peri od, cash was used for the payment of preferred stock dividends of $6.3 million and repayment of debt totaling $10.1 million and cash was provided by the issuance of common stock upon exercise of stock options of $1.3 million.

58

Future Cash Requirements

Contractual Obligations, Commercial Commitments and Off Balance Sheet Arrangements

We have various contractual obligations which are recorded as liabilities on our condensed consolidated balance sheet.  Other items, such as certain purchase commitments, interest payments and other executory contracts are not recognized as liabilities on our condensed consolidated balance sheet but are included in the table below.  For example, we are contractually committed to make certain minimum lease payments for the use of property and equipment under operating lease agreements.

The following tables summarize our significant contractual obligations and other commercial commitments on an undiscounted basis as of December 31, 2010 and the future periods in which such obligations are expected to be settled in cash.  In addition, the table reflects the timing of principal and interest payments on outstanding borrowings.  Additional details regarding these obligations are provided in Note 8 in the “Notes to Consolidated Financial Statements” included in the fiscal year 2010 Annual Report and in Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report:

	Payments Due by Period
			Nine Months Ending		Fiscal Year Ending March 31,
	Total		March 31, 2011		2012 – 2013		2014 – 2015		2016 and beyond			Other
	(In thousands)
Contractual obligations:
Long-term debt and short-term borrowings:
Principal (1)	$	741,680	$	1,881	$	25,801	$	53,770	$	660,228	$	—
Interest		326,815		17,677		76,977		81,012		151,149		—
Aircraft operating leases (2)		105,464		3,841		26,273		25,122		50,228		—
Other operating leases  (3)		54,912		3,875		16,388		9,552		25,097		—
Capital lease obligation		11,115		293		2,340		2,340		6,142		—
Pension obligations (4)		155,135		5,118		42,070		43,230		64,717		—
Aircraft purchase obligations (5)		105,264		13,333		91,931		—		—		—
Other purchase obligations (6)		19,776		19,572		204		—		—		—
Tax reserves (7)		11,485		—		—		—		—		11,485
Total contractual cash obligations	$	1,531,646	$	65,590	$	281,984	$	215,026	$	957,561	$	11,485
Other commercial commitments:
Debt guarantees (8)	$	15,655	$	—	$	15,655	$	—	$	—	$	—
Other guarantees (9)		23,817		1,712		3,368		18,737		—		—
Letters of credit		1,791		1,791		—		—		—		—
Contingent consideration (10)		36,125		—		36,125		—		—		—
Other commitments (11)		72,124		6,900		19,224		46,000		—		—
Total commercial commitments	$	149,512	$	10,403	$	74,372	$	64,737	$	—	$	—

_________

(1)	Excludes unamortized premium on the 7½% Senior Notes due 2017 of $0.4 million and unamortized discount on the 3% Convertible Senior Notes due 2038 of $16.6 million.
(2)	Primarily represents separate operating leases for nine aircraft with a subsidiary of General Electric Capital Corporation with terms of fifteen years expiring in August 2023.  For further details, see discussion in Note 8 in the “Notes to Consolidated Financial Statements” included in the fiscal year 2010 Annual Report
(3)	Represents minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year.

59

(4)	Represents expected funding for pension benefits in future periods.  These amounts are undiscounted and are based on the expectation that both the U.K. and Norway pension plans will be fully funded in approximately seven and ten years, respectively.  As of December 31, 2010, we had recorded on our condensed consolidated balance sheet a $112.2 million pension liability associated with these obligations.  The timing of the funding is dependent on actuarial valuations and resulting negotiations with the plan trustees.
(5)	For further details on our aircraft purchase obligations, see Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.
(6)	Other purchase obligations primarily represent unfilled purchase orders for aircraft parts and commitments associated with upgrading facilities at our bases.
(7)	Represents gross unrecognized tax benefits (see discussion in Note 9 in the “Notes to Consolidated Financial Statements” included in the fiscal year 2010 Annual Report) that may result in cash payments being made to certain tax authorities.  We are not able to reasonably estimate in which future periods this amount will ultimately be settled and paid.
(8)	We have guaranteed the repayment of up to £10 million ($15.7 million) of the debt of FBS, an unconsolidated affiliate.
(9)	Relates to an indemnity agreement between us and Afianzadora Sofimex, S.A. to support the issuance of surety bonds on behalf of Heliservicio from time to time.  As of December 31, 2010, surety bonds denominated in Mexican pesos with an aggregate value of 295 million Mexican pesos ($23.8 million) were outstanding.  Furthermore, we have received a counter-guarantee from our partner in Heliservicio for 76% ($18.1 million) of the surety bonds outstanding.  As discussed in Note 2 in the “ ;Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report, on January 14, 2011 we entered into an agreement to sell our interest in Heliservicio.  This agreement provides for our release from the indemnity agreement to Afianzadora Sofimex, S.A.  We expect this transaction to be completed by March 31, 2011 at which time we will no longer provide this guarantee.
(10)	The Líder purchase agreement includes incremental and cumulative earn-out payments based upon the achievement of growth targets over the three-year periods ending December 31, 2011.  Based on Líder’s audited results for the periods ended December 31, 2010 and 2009, $17.0 million in earn-out payments was not earned, leaving maximum total earn-out payments of $36.1 million.  See Note 2 in the “Notes to Consolidated Financial Statements” included in the fiscal year 2010 Annual Report for discussion of the Líder acquisition.
(11)	In connection with the Bristow Norway acquisition (see Note 2 in the “Notes to Consolidated Financial Statements” included in the fiscal year 2010 Annual Report), we granted the former partner in this joint venture an option that if exercised would require us to acquire up to five aircraft from them at fair value upon the expiration of the lease terms for such aircraft.  One of the options was exercised in December 2009 and one option expired.  Two of these aircraft are not currently operated by Bristow Norway, but our former partner has agreed to purchase the aircraft and lease the aircraft to Bristow Norway for an initial period of five years, with three one-year options for extension, as soon as practi cable.  The remaining aircraft lease expires in August 2011.

We do not expect the guarantees shown in the table above to become obligations that we will have to fund.

60

Capital Commitments

We have commitments and options to make capital expenditures over the next five fiscal years to purchase additional aircraft, including aircraft associated with the commitments reflected in the table above.  Although a similar number of our existing aircraft may be sold during the same period, the additional aircraft on order are expected to provide incremental fleet capacity in terms of revenue and operating margin.  See Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report for a detail of the number of aircraft under commitments and the number of aircraft under options expected to be delivered in the current and subsequent four fiscal years by aircraft size along with the related expenditures, and for a rollforward of aircraft commitments and options for the Current Period.

Financial Condition and Sources of Liquidity

We actively manage our liquidity through generation of cash from operations while assessing our appropriate investment funding needs.  While our principal source of liquidity for the past three years has been financing cash flows, which we have used to fund our fleet investment program and other investments, we have also generated significant cash from operations.  We maintain a conservative capital structure to provide financial flexibility.  Accordingly, since the beginning of fiscal year 2007 we have raised $1.3 billion of capital in a mix of debt and equity with both public and private financings.  During this same period, we have spent $1.5 billion on capital expenditures to grow our business.  In addition, other significant factors that affect our overall management of liquidity include capital expenditure commitments, pension funding, operating leases, adequacy of available bank lines of credit and ability to attract long-term capital at satisfactory terms.

We expect that our cash on deposit as of December 31, 2010 of $100.9 million, cash flow from operations and proceeds from aircraft sales, as well as the borrowing capacity under our amended and restated revolving credit and term loan agreement, will be sufficient to satisfy our capital commitments, including our remaining aircraft purchase commitments of $105.3 million as of December 31, 2010.  We plan to continue to be disciplined in our capital commitment program.  We have raised approximately $1.3 billion of capital in a mix of debt and equity with both public and private financings since fiscal year 2007, and we intend to continue managing our capital structure and liquidity position relative to our commitments with external financings when necessary.  In November 2010, we increased our liquidity by $ 75 million with our amended and restated revolving credit and term loan agreement.  Our debt to capitalization ratio was 34.6% as of March 31, 2010 and 33.0% as of December 31, 2010.

Critical Accounting Policies and Estimates

See Item 7.  “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in the fiscal year 2010 Annual Report for a discussion of our critical accounting policies.  There have been no material changes to our critical accounting policies and estimates provided in the fiscal year 2010 Annual Report.

Recent Accounting Pronouncements

See Note 1 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report for discussion of recent accounting pronouncements.

61

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

We may be exposed to certain market risks arising from the use of financial instruments in the ordinary course of business.  This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates as discussed in “Item 7A.  Quantitative and Qualitative Disclosures About Market Risk” in the fiscal year 2010 Annual Report and Note 1 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision of and with the participation of our management, including William E. Chiles, our Chief Executive Officer (“CEO”), and Jonathan E. Baliff, our Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2010.  Based on that evaluation, our CEO and CFO concluded that such disclosure controls and procedures were effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to our man agement as appropriate to allow for timely decisions regarding required disclosure under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended December 31, 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

62

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

We have certain actions or claims pending that have been discussed and previously reported in Part I. Item 3.  “Legal Proceedings” in the fiscal year 2010 Annual Report.  Developments in these previously reported matters are described in Note 5 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly Report.

Item 1A.  Risk Factors.

There have been no material changes during the three and nine months ended December 31, 2010 in our “Risk Factors” as discussed in our fiscal year 2010 Annual Report on Form 10-K and previously updated in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities.

Period  (1)	Total Number of Shares Purchased (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
November 1, 2010 – November 30, 2010		421	$	41.31	—	$	—
December 1, 2010 – December 31, 2010		22,459	$	47.61	—	$	—

________

(1)   No shares were purchased during the period of October 1, 2010 – October 31, 2010.

(2)   The total number of shares purchased in the period consists of shares withheld by us in satisfaction of withholding taxes due upon the vesting of restricted stock units and awards granted to employees under our 2007 Stock Incentive Plan.

63

Item 6.  Exhibits.

The following exhibits are filed as part of this Quarterly Report:

Exhibit Number	Description of Exhibit
10.1	Amended and Restated Bylaws (incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K dated November 4, 2010).
10.2*	Amended and Restated Revolving Credit and Term Loan Agreement.
15.1*	Letter from KPMG LLP dated February 2, 2011, regarding unaudited interim information.
31.1**	Rule 13a-14(a) Certification by Chief Executive Officer of Registrant.
31.2**	Rule 13a-14(a) Certification by Chief Financial Officer of Registrant.
32.1**	Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS±	XBRL Instance Document.
101.SCH±	XBRL Taxonomy Extension Schema Document.
101.CAL±	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB±	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE±	XBRL Taxonomy Extension Presentation Linkbase Document.

____________

* Filed herewith.

** Furnished herewith.

†      Compensatory Plan or Arrangement.

 ±  Furnished herewith.  In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

64

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 thereunto duly authorized.

BRISTOW GROUP INC.

By:   /s/ Jonathan E. Baliff

Jonathan E. Baliff

Senior Vice President and Chief Financial Officer

By:   /s/ Brian J. Allman

Brian J. Allman

Vice President, Chief Accounting Officer

February 2, 2011

65

Index to Exhibits

Exhibit Number	Description of Exhibit
10.1	Amended and Restated Bylaws (incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K dated November 4, 2010).
10.2*	Amended and Restated Revolving Credit and Term Loan Agreement.
15.1*	Letter from KPMG LLP dated February 2, 2011, regarding unaudited interim information.
31.1**	Rule 13a-14(a) Certification by Chief Executive Officer of Registrant.
31.2**	Rule 13a-14(a) Certification by Chief Financial Officer of Registrant.
32.1**	Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS±	XBRL Instance Document.
101.SCH±	XBRL Taxonomy Extension Schema Document.
101.CAL±	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB±	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE±	XBRL Taxonomy Extension Presentation Linkbase Document.

____________

* Filed herewith.

** Furnished herewith.

†      Compensatory Plan or Arrangement.

±   Furnished herewith.  In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

EX-10.2

EX-15.1

EXHIBIT 15.1

Bristow Group Inc.

Houston, Texas

Re:  Registration Statement Nos. 333-115473, 333-121207, 333-140565, and 333-145178 on Form S-8 and Registration Statement No. 333-151519 on Form S-3

With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated February 2, 2011 related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the “Act”), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Houston, Texas

February 2, 2011

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, William E. Chiles, President and Chief Executive Officer, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  February 2, 2011
	/s/ William E. Chiles
	William E. Chiles
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)

I, Jonathan E. Baliff, Senior Vice President and Chief Financial Officer, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Bristow Group Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  February 2, 2011
	/s/ Jonathan E. Baliff
	Jonathan E. Baliff
	Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bristow Group Inc. (the “Company”) for the period ended December 31, 2010, as filed with the Securities and Exchange Commission as of the date hereof, (the “Report”) I, William E. Chiles, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as appropriate, of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ William E. Chiles
Name: Title: Date:	William E. Chiles   President and Chief Executive Officer   February 2, 2011

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bristow Group Inc. (the “Company”) for the period ended December 31, 2010, as filed with the Securities and Exchange Commission as of the date hereof, (the “Report”) I, Jonathan E. Baliff, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as appropriate, of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Jonathan E. Baliff
Name: Title: Date:	Jonathan E. Baliff Senior Vice President and Chief Financial Officer February 2, 2011