8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________

FORM 8-K

_________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2015

_________________________________________________

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

_________________________________________________

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

2103 City West Blvd.,  4^th Floor  Houston, Texas  (Address of principal executive offices) 77042  (Zip Code) 

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

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

_________________________________________________

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

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition.

On May 20, 2015, Bristow Group Inc. (the “Company”) issued a press release that summarized its financial results for the three months and fiscal year ended March 31, 2015 (the “Financial Results”). This press release was issued in anticipation of a conference call and Q&A session starting at 10:00 a.m. EDT (9:00 a.m. CDT) on Thursday, May 21, 2015, to review the Financial Results. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

The press release includes certain “non-GAAP financial measures” under Regulation G of the Securities Exchange Act of 1934 (the “Exchange Act”), including adjusted operating income, adjusted EBITDAR, adjusted net income and adjusted diluted earnings per share (collectively, the “Non-GAAP Measures”). Adjusted EBITDAR is calculated by taking our net income and adjusting for interest expense, depreciation and amortization, rent expense, benefit (provision) for income taxes, gain (loss) on disposal of assets and special items, if any. Additionally, our operating income, net income and diluted earnings per share in this release have been presented in certain instances excluding gain (loss) on disposal of assets and special items detailed in the press release; these items are presented as adjusted operating income, adjusted net income and adjusted diluted earnings per share. Management believes that the Non-GAAP measures provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business unit performance. Adjusted operating income provides us with an understanding of the results from the primary operations of our business by excluding asset disposition effects and special items that do not reflect the ordinary earnings of our helicopter services operations. We believe that this measure is a useful supplemental measure because operating income includes asset disposition effects and special items, and inclusion of these items does not reflect the ongoing operational earnings of our business. Adjusted EBITDAR provides us with an understanding of one aspect of earnings before the impact of investing and financing transactions and income taxes. Additionally, we believe that adjusted EBITDAR provides us with a useful supplemental measure of our operational performance by excluding the financing decisions we make regarding aircraft purchase or leasing. Adjusted EBITDAR should not be considered a measure of discretionary cash available to us for investing in the growth of our business. Adjusted net income and adjusted diluted earnings per share present our consolidated results excluding asset dispositions and special items that do not reflect the ordinary earnings of our helicopter services operations. We believe that these measures are useful supplemental measures because net income and diluted earnings per share include asset disposition effects and special items, and inclusion of these items does not reflect the predictive ongoing operational earnings of our business. The Non-GAAP measures are not calculated or presented in accordance with GAAP and other companies in our industry may calculate these measures differently than we do. As a result, these financial measures have limitations as analytical and comparative tools and you should not consider these items in isolation, or as a substitute for analysis of our results as reported under GAAP. In calculating these financial measures, we make certain adjustments that are based on assumptions and estimates that may prove to be inaccurate. In addition, in evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of the Non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or special items. Such non-GAAP measures should not be viewed as an alternative to our GAAP financial statements, but should be read as a supplement to, and in conjunction with, our GAAP financial statements.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release summarizing financial results dated May 20, 2015.

Limitation on Incorporation by Reference.

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

SIGNATURES

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

	BRISTOW GROUP INC.
Date: May 20, 2015	By:	/s/ Brian J. Allman
		Brian J. Allman
		Vice President, Chief Accounting Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

News Release

Linda McNeill

Investor Relations

(713) 267-7622

BRISTOW GROUP REPORTS FINANCIAL RESULTS

FOR ITS 2015 FISCAL FOURTH QUARTER AND YEAR ENDED

MARCH 31, 2015

• FULL YEAR OPERATING REVENUE GROWTH OF 13.9% WITH BRISTOW VALUE ADDED AND CASH FLOW IMPROVEMENT YEAR OVER YEAR, IN SPITE OF U.S. DOLLAR APPRECIATION AND THE INDUSTRY DOWNTURN

• FOURTH QUARTER GAAP EARNINGS PER SHARE OR EPS OF $0.43 PER DILUTED SHARE (NET INCOME OF $15.1 MILLION) AND FISCAL YEAR 2015 GAAP EPS OF $2.37 PER DILUTED SHARE (NET INCOME OF $84.3 MILLION)

• FOURTH QUARTER ADJUSTED EPS OF $0.91 PER DILUTED SHARE (ADJUSTED NET INCOME OF $31.8 MILLION) AND FISCAL YEAR 2015 ADJUSTED EPS OF $3.77 PER DILUTED SHARE (ADJUSTED NET INCOME OF $134.0 MILLION), WHICH EXCLUDE THE IMPACT OF SPECIAL ITEMS AND ASSET DISPOSITIONS

• COMPANY PROVIDES GUIDANCE RANGE FOR FISCAL YEAR 2016 ADJUSTED EPS OF $3.90 - $4.40

HOUSTON, MAY 20, 2015 – Bristow Group Inc. (NYSE: BRS) today reported net income for the March2015 fiscal fourth quarter of $15.1 million, or $0.43 per diluted share, compared to net income of $30.3 million, or $0.83 per diluted share, in the same period a year ago.

Adjusted net income, which excludes special items and asset disposition effects, decreased 35.3% to $31.8 million, or $0.91 per diluted share, for the March2015 quarter, compared to $49.1 million, or $1.35 per diluted share, in the March2014 quarter.

Operating revenue was $418.9 million for the March2015 quarter compared to $404.6 million a year ago, an increase of 3.5%, driven by improvements in our Australia, North America and Europe Business Units. Adjusted earnings before interest, taxes, depreciation, amortization and rent (“adjusted EBITDAR”), which also excludes special items and asset disposition effects, was $126.3 million for the March2015 quarter compared to $122.9 million in the same period a year ago, an increase of 2.8%. Results for the March 2015 quarter were significantly impacted by changes in foreign exchange rates of $12.9 million, primarily related to the Brazilian real, which decreased diluted earnings per share by $0.29, on an adjusted and unadjusted basis.

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“Fiscal 2015 was a successful fiscal year in terms of operational performance, with the Bristow team remaining focused on what is vital: the safety and efficiency of our client’s personnel and business,” said Jonathan Baliff, President and Chief Executive Officer of Bristow Group. “Despite the headwinds that emerged during the second half of our fiscal year, we delivered revenue growth, and through the disciplined efforts of our employees, we proactively implemented cost and capital reductions that created FY15’s strong Bristow Value Added (“BVA”), adjusted EBITDAR and operating cash flow. Bristow’s performance in the face of this downturn demonstrates the uniqueness of our business model and balance sheet strength, but more importantly the resilience of the Bristow Team.”

“We will continue to invest in our future and position Bristow to capitalize on opportunities that emerge, while committing to a balanced return for our shareholders such as our dividend which has more than doubled since its initiation in 2011,” added Mr. Baliff.

FISCAL YEAR 2015 RESULTS

• Operating revenue increased 13.9% to $1.7 billion compared to $1.5 billion a year ago. Large AirCraft Equivalent (“LACE”) increased from 158 to 166 while our LACE rate decreased slightly from $9.34 million to $9.21 million during fiscal year 2015.

• GAAP net income decreased 54.9% to $84.3 million, or $2.37 per diluted share, from $186.7 million, or $5.09 per diluted share, for fiscal year 2014 impacted by a higher gain on sale of unconsolidated affiliates in fiscal year 2014 and a higher loss on disposal of assets, primarily due to non-cash impairment charges related to aircraft of $36.1 million, in fiscal year 2015.

• Adjusted net income for fiscal year 2015 decreased 17.9% to $134.0 million, or $3.77 per diluted share, from $163.2 million, or $4.45 per diluted share, in the fiscal year ended March 31, 2014.

• Results for fiscal year 2015 were significantly impacted by changes in foreign exchange rates of $39.4 million, primarily related to the Brazilian real, which decreased diluted earnings per share by $0.88 for the period, on an adjusted and unadjusted basis.

• In addition to the unfavorable impact of changes in foreign exchange rates, results for fiscal year 2015 were significantly impacted by:

◦ An increase in general and administrative expense of $54.3 million driven by higher compensation costs of $20.1 million primarily related to improved BVA year-over-year and stock price performance versus our peer group, and higher professional fees of $13.1 million related to ongoing Operations Transformation and other initiatives,

◦ A loss on disposal of assets of $35.8 million (primarily due to non-cash impairment charges related to aircraft of $36.1 million) and GAAP non-cash inventory impairment charges of $7.2 million in fiscal year 2015, and

◦ Additional depreciation expense related to fleet changes of $10.4 million.

• We continued to see top line strength in our operations driving an improvement in adjusted EBITDAR of 9.3% to $473.8 million in the current fiscal year from $433.7 million in the prior fiscal year.

• In terms of cash generation from our operations and management of our capital, net cash provided by operating activities was $253.2 million for fiscal year 2015 compared to $232.1 million for the prior fiscal year. Our total liquidity, which includes cash on hand and availability under our revolving credit facility, was $369.9 million as of March 31, 2015 compared to $529.9 million as of March 31, 2014. The decrease in liquidity year over year primarily related to significant cash expenditures primarily for growth totaling $601.8 million in fiscal year 2015.

• Our net income and diluted earnings per share were also impacted by an increase in pre-tax rent expense of $59.0 million for fiscal year 2015 compared to the prior year. These increases in rent expense resulted from an increase in the number of leased aircraft compared to the prior fiscal year.

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FOURTH QUARTER FISCAL YEAR 2015 RESULTS

• Operating revenue increased 3.5% to $418.9 million compared to $404.6 million in the March 2014 quarter.

• Operating income decreased 41.6% to $27.7 million compared to $47.4 million in the March 2014 quarter.

• GAAP net income decreased 50.3% to $15.1 million, or $0.43 per diluted share, compared to $30.3 million, or $0.83 per diluted share, in the March 2014 quarter.

• Results for the March 2015 quarter were significantly impacted by changes in foreign exchange rates of $12.9 million, primarily related to the Brazilian real, which decreased diluted earnings per share by $0.29 for the period, on an adjusted and unadjusted basis.

• In addition to the unfavorable impact of changes in foreign exchange rates, GAAP results for the March2015 quarter were significantly impacted by:

◦ A loss on disposal of assets of $10.3 million (including non-cash impairment charges related to aircraft of $7.3 million), and

◦ Additional depreciation expense related to fleet changes of $10.4 million.

• Despite the impact of changes in foreign exchange rates, adjusted EBITDAR improved 2.8% to $126.3 million for the March 2015 quarter from $122.9 million for the March 2014 quarter primarily as a result of the following:

◦ The startup of new contracts in our Australia Business Unit and the addition of Airnorth,

◦ The proactive cost reduction efforts realized by our West Africa Business Unit, and

◦ A favorable shift in the mix to larger aircraft under contract and improved utilization that benefited our North America Business Unit.

• Our net income and diluted earnings per share were also impacted by an increase in pre-tax rent expense of $18.8 million for the March 2015 quarter compared to the prior year period. These increases in rent expense resulted from an increase in the number of leased aircraft compared to the prior fiscal year.

FOURTH QUARTER FISCAL YEAR 2015 BUSINESS UNIT RESULTS

Europe Business Unit

Operating revenue for the March 2015 quarter improved in our Europe Business Unit compared to the prior year quarter primarily due to reporting a full quarter of Eastern Airways results and increased activity in Norway. Adjusted EBITDAR margin decreased to 29.9% in the March 2015 quarter compared to 37.3% in the March 2014 quarter primarily due to the absence of $8.5 million in credits for maintenance expense from original equipment manufacturers that were recognized in the March 2014 quarter. Also negatively impacting adjusted EBITDAR for the March 2015 quarter was a $7.1 million unfavorable impact of changes in foreign exchange rates which was the primary driver of a sequential decline in the adjusted EBITDAR margin from 33.1% in the December 2014 quarter to 29.9% in the March 2015 quarter.

West Africa Business Unit

Operating revenue decreased by 10.0% in our West Africa Business Unit for the March 2015 quarter compared to the March 2014 quarter due to reduced activity. Adjusted EBITDAR increased by 29.3% compared to the March 2014 quarter and adjusted EBITDAR margin increased to 47.7% for the March 2015 quarter compared to 33.2% for the March 2014 quarter. Adjusted EBITDAR and adjusted EBITDAR margin benefited from cost reductions and efficiency gains realized in our operations. Also impacting adjusted EBITDAR and adjusted EBITDAR margin for the March 2015 quarter was a $2.6 million

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favorable impact of changes in foreign exchange rates. Sequentially, adjusted EBITDAR margin increased from a 34.6% margin in the December 2014 quarter primarily due to the cost reduction efforts.

North America Business Unit

The North America Business Unit realized increases in operating revenue, adjusted EBITDAR and adjusted EBITDAR margin in the March 2015 quarter compared to the prior year quarter due to an increase in the number of large aircraft on contract and improved utilization. Adjusted EBITDAR and adjusted EBITDAR margin improved to $28.2 million and 48.3%, respectively, in the March 2015 quarter compared to $19.7 million and 35.4%, respectively, in the March 2014 quarter. Sequentially, adjusted EBITDAR margin improved from 40.0% in the December 2014 quarter.

Australia Business Unit

The Australia Business Unit realized increases in operating revenue, adjusted EBITDAR and adjusted EBITDAR margin compared to the prior year quarter primarily as a result of new client contracts and the acquisition of Airnorth in January 2015. Airnorth contributed $11.4 million of operating revenue and $2.1 million of adjusted EBTIDAR during the March 2015 quarter. Operating revenue increased to $62.9 million in the March 2015 quarter from $40.6 million in the March 2014 quarter. Adjusted EBITDAR and adjusted EBITDAR margin increased to $17.6 million and 27.9%, respectively, from $9.7 million and 24.0%, respectively, in the March 2014 quarter. Sequentially, adjusted EBITDAR margin improved from 25.4% in the December 2014 quarter primarily due to the contribution of new contracts.

Other International Business Unit

Operating revenue for our Other International Business Unit compared to the prior year quarter decreased primarily due to the end of contracts in Malaysia, Brazil and Trinidad, partially offset by a change in aircraft mix in Trinidad. Adjusted EBITDAR and adjusted EBITDAR margin for the March 2015 quarter decreased to $7.5 million and 23.6%, respectively, compared to $20.2 million and 53.3%, respectively, in the March 2014 quarter, primarily due to a $12.6 million unfavorable impact of changes in foreign currency rates on Líder, our unconsolidated affiliate in Brazil. Sequentially, adjusted EBITDAR margin increased from 20.7% in the December 2014 quarter.

CHANGES TO BUSINESS UNITS

Effective April 1, 2015, we reorganized our global operations from five business units to four regions as follows: Africa, Americas, Asia Pacific and Europe Caspian. The goal of these changes is to streamline and standardize our business, simplify our operating model, reduce costs and support consistent and faster response to clients globally. We believe the new structure will allow us to respond to market opportunities faster and execute our growth strategy more efficiently.

The Africa region will comprise all our operations and affiliates on the African continent, including Nigeria, Tanzania and Egypt.

The Americas region will comprise all our operations and affiliates in North America and South America, including Brazil, Canada, Trinidad and the U.S. Gulf of Mexico.

The Asia Pacific region will comprise all our operations and affiliates in Australia and Southeast Asia, including Malaysia and Sakhalin.

The Europe Caspian region will comprise all our operations and affiliates in Europe and Central Asia, including Norway, the U.K. and Turkmenistan.

Our historical business unit operating results will be recast based on the new region structure beginning with the quarter ending June 30, 2015.

DIVIDEND

On May 15, 2015, our Board of Directors approved our seventeenth consecutive quarterly dividend. This dividend of $0.34 per share will be paid on June 18, 2015 to shareholders of record on June 5, 2015. Based on shares outstanding as of March 31, 2015, the total quarterly dividend payment will be approximately $11.8 million.

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GUIDANCE

“Our fiscal year 2015 earnings performance was materially impacted by the strength of the U.S. dollar, which reduced our adjusted earnings per share by $0.88, the majority of which came from the weakness in the Brazilian real and is non-cash. A large portion of the negative impact occurred in the fourth fiscal quarter,” said John Briscoe, Senior Vice President and Chief Financial Officer of Bristow Group. “We generated very strong and improving operating cash flow and also created value for our shareholders by delivering $100 million of BVA during fiscal 2015. Impacts from the oil and gas downturn materialized in our fourth quarter; however good cost control resulted in a sequential improvement in adjusted EBITDAR margin for the quarter.”

Today, we are announcing our adjusted diluted earnings per share guidance range for fiscal year 2016 of $3.90 to $4.40.

“The fiscal 2016 energy industry environment is presenting more challenges and uncertainties for the oil and gas portion of our business and impacts our full year adjusted EPS guidance range. However, our business model, which is strongly tied to offshore production combined with the start-up of the U.K. SAR contract and our growing fixed-wing operations, supports our expectation of average adjusted earnings growth of 10%-15% per year over the medium and long term,” added Mr. Briscoe.

As a reminder, our adjusted diluted earnings per share guidance excludes the effect of special items and asset dispositions because their timing and amounts are more variable and less predictable. Further, this guidance is based on foreign exchange rates as of March 31, 2015 and assumes the rates will remain unchanged. In providing this guidance, we have not included the impact of any changes in accounting standards or significant acquisitions and divestitures. Events or other circumstances that we do not currently anticipate or cannot predict, including changes in the market and industry, could result in earnings per share for fiscal year 2016 that are significantly above or below this guidance. Factors that could cause such changes are described below under the Forward-Looking Statements Disclosure and the Risk Factors in our annual report on Form 10-K for the fiscal year ended March 31, 2015.

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. EDT (9:00 a.m. CDT) on Thursday, May 21, 2015 to review financial results for the fiscal year 2015 and fourth quarter ended March 31, 2015. This release and the most recent investor slide presentation are available in the investor relations area of our web page at www.bristowgroup.com. The conference call can be accessed as follows:

Via Webcast:

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

• Live: Click on the link for “Bristow Group Fiscal 2015 Fourth Quarter Earnings Conference Call”

• Replay: A replay via webcast will be available approximately one hour after the call’s completion and will be accessible for approximately 90 days

Via Telephone within the U.S.:

• Live: Dial toll free 1-877-404-9648

• Replay: A telephone replay will be available through May 28, 2015 and may be accessed by calling toll free 1-877-660-6853, passcode: 13606746#

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Via Telephone outside the U.S.:

• Live: Dial 1-412-902-0030

• Replay: A telephone replay will be available through May 28, 2015 and may be accessed by calling toll free 1-201-612-7415, passcode: 13606746#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated and one of two helicopter service providers to the offshore energy industry with global operations. The Company has major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad.  For more information, visit the Company’s website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements include statements regarding earnings guidance and earnings growth, expected contract revenue, capital deployment strategy, operational and capital performance, shareholder return, liquidity, market and industry conditions. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Risks and uncertainties include, without limitation: fluctuations in the demand for our services; fluctuations in worldwide prices of and supply and demand for oil and natural gas; fluctuations in levels of oil and natural gas production, exploration and development activities; the impact of competition; actions by clients; the risk of reductions in spending on helicopter services by governmental agencies; changes in tax and other laws and regulations; changes in foreign exchange rates and controls; risks associated with international operations; operating risks inherent in our business, including the possibility of declining safety performance; general economic conditions including the capital and credit markets; our ability to obtain financing; the risk of grounding of segments of our fleet for extended periods of time or indefinitely; our ability to re-deploy our aircraft to regions with greater demand; our ability to acquire additional aircraft and dispose of older aircraft through sales into the aftermarket; the possibility that we do not achieve the anticipated benefit of our fleet investment and Operational Excellence programs; availability of employees with the necessary skills; and political instability, war or acts of terrorism in any of the countries in which we operate. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2015. Bristow Group Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

(financial tables follow)

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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts and percentages)

(Unaudited)

	Three Months Ended   March 31,						Fiscal Year Ended   March 31,
	2015			2014			2015			2014
Gross revenue:
Operating revenue from non-affiliates	$	396,801		$	382,363		$	1,639,263		$	1,423,653
Operating revenue from affiliates	22,075			22,222			87,724			92,673
Reimbursable revenue from non-affiliates	31,479			36,340			131,682			153,180
Reimbursable revenue from affiliates	—			—			—			76
	450,355			440,925			1,858,669			1,669,582
Operating expense:
Direct cost	283,508			270,092			1,174,991			1,041,575
Reimbursable expense	30,100			34,823			124,566			144,557
Impairment of inventories	—			10,540			7,167			12,669
Depreciation and amortization	37,129			25,645			114,293			95,977
General and administrative	59,471			64,079			254,158			199,814
	410,208			405,179			1,675,175			1,494,592
Gain (loss) on disposal of assets	(10,255		)	81			(35,849		)	(722		)
Earnings from unconsolidated affiliates, net of losses	(2,190		)	11,594			(1,771		)	12,709
Operating income	27,702			47,421			145,874			186,977
Interest expense, net	(7,679		)	(7,805		)	(29,354		)	(43,218		)
Extinguishment of debt	—			—			(2,591		)	—
Gain on sale of unconsolidated affiliate	—			—			3,921			103,924
Other income (expense), net	175			(2,117		)	(6,377		)	(2,692		)
Income before provision for income taxes	20,198			37,499			111,473			244,991
Provision for income taxes	(4,390		)	(5,530		)	(22,766		)	(57,212		)
Net income	15,808			31,969			88,707			187,779
Net income attributable to noncontrolling interests	(731		)	(1,651		)	(4,407		)	(1,042		)
Net income attributable to Bristow Group	$	15,077		$	30,318		$	84,300		$	186,737
Earnings per common share:
Basic	$	0.43		$	0.84		$	2.40		$	5.15
Diluted	$	0.43		$	0.83		$	2.37		$	5.09
Non-GAAP measures:
Adjusted operating income	$	49,261		$	68,401		$	210,564		$	233,459
Adjusted operating margin	11.8		%	16.9		%	12.2		%	15.4		%
Adjusted EBITDAR	$	126,330		$	122,923		$	473,824		$	433,656
Adjusted EBITDAR margin	30.2		%	30.4		%	27.4		%	28.6		%
Adjusted net income	$	31,804		$	49,129		$	133,963		$	163,176
Adjusted diluted earnings per share	$	0.91		$	1.35		$	3.77		$	4.45

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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	104,146		$	204,341
Accounts receivable from non-affiliates	250,610			292,650
Accounts receivable from affiliates	8,008			4,793
Inventories	147,169			137,463
Assets held for sale	57,827			29,276
Prepaid expenses and other current assets	70,091			53,084
Total current assets	637,851			721,607
Investment in unconsolidated affiliates	216,376			262,615
Property and equipment – at cost:
Land and buildings	171,959			145,973
Aircraft and equipment	2,493,869			2,646,150
	2,665,828			2,792,123
Less – Accumulated depreciation and amortization	(508,727		)	(523,372		)
	2,157,101			2,268,751
Goodwill	75,628			56,680
Other assets	143,764			88,604
Total assets	$	3,230,720		$	3,398,257
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	84,193		$	89,818
Accrued wages, benefits and related taxes	81,648			71,192
Income taxes payable	7,926			13,588
Other accrued taxes	13,335			9,302
Deferred revenue	36,784			31,157
Accrued maintenance and repairs	23,316			17,249
Accrued interest	12,831			16,157
Other accrued liabilities	82,605			45,853
Deferred taxes	17,704			12,372
Short-term borrowings and current maturities of long-term debt	18,730			14,207
Deferred sale leaseback advance	55,934			136,930
Total current liabilities	435,006			457,825
Long-term debt, less current maturities	845,692			827,095
Accrued pension liabilities	99,576			86,823
Other liabilities and deferred credits	39,782			78,126
Deferred taxes	165,655			169,519
Temporary equity	26,223			22,283
Stockholders’ investment:
Common stock	376			373
Additional paid-in capital	781,837			762,813
Retained earnings	1,284,442			1,245,220
Accumulated other comprehensive loss	(270,329		)	(156,506		)
Treasury shares, at cost	(184,796		)	(103,965		)
Total Bristow Group stockholders’ investment	1,611,530			1,747,935
Noncontrolling interests	7,256			8,651
Total stockholders’ investment	1,618,786			1,756,586
Total liabilities and stockholders’ investment	$	3,230,720		$	3,398,257

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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Fiscal Year Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	88,707		$	187,779
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	114,293			95,977
Deferred income taxes	(7,457		)	5,465
Write-off of deferred financing fees	660			12,733
Discount amortization on long-term debt	4,323			3,708
Loss on disposal of assets	35,849			722
Gain on sale of unconsolidated affiliate	(3,921		)	(103,924		)
Impairment of inventories	7,167			12,669
Extinguishment of debt	2,591			—
Stock-based compensation	16,353			15,433
Equity in earnings from unconsolidated affiliates less than (in excess of) dividends received	9,418			1,629
Tax benefit related to stock-based compensation	(1,550		)	(5,723		)
Increase (decrease) in cash resulting from changes in:
Accounts receivable	24,112			3,647
Inventories	(21,478		)	12,824
Prepaid expenses and other assets	(25,485		)	(3,149		)
Accounts payable	(4,665		)	(5,154		)
Accrued liabilities	29,461			11,697
Other liabilities and deferred credits	(15,152		)	(14,239		)
Net cash provided by operating activities	253,226			232,094
Cash flows from investing activities:
Capital expenditures	(601,834		)	(628,613		)
Acquisitions, net of cash received	(20,303		)	(39,850		)
Proceeds from sale of unconsolidated affiliate	4,185			112,210
Proceeds from asset dispositions	414,859			289,951
Net cash used in investing activities	(203,093		)	(266,302		)
Cash flows from financing activities:
Proceeds from borrowings	454,393			533,064
Payment of contingent consideration	—			(6,000		)
Debt issuance costs	—			(15,523		)
Repayment of debt and debt redemption premiums	(460,274		)	(512,492		)
Proceeds from assignment of aircraft purchase agreements	—			106,113
Partial prepayment of put/call obligation	(59		)	(57		)
Acquisition of noncontrolling interest	(3,170		)	(2,078		)
Repurchase of common stock	(80,831		)	(77,661		)
Common stock dividends paid	(45,078		)	(36,320		)
Issuance of common stock	5,172			15,398
Tax benefit related to stock-based compensation	1,550			5,723
Net cash provided by (used in) financing activities	(128,297		)	10,167
Effect of exchange rate changes on cash and cash equivalents	(22,031		)	12,759
Net decrease in cash and cash equivalents	(100,195		)	(11,282		)
Cash and cash equivalents at beginning of period	204,341			215,623
Cash and cash equivalents at end of period	$	104,146		$	204,341

9

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

(Unaudited)

	Three Months Ended   March 31,						Fiscal Year Ended   March 31,
	2015			2014			2015			2014
Operating revenue:
Europe	$	177,212		$	170,715		$	779,009		$	622,684
West Africa	75,350			83,754			315,897			314,829
North America	58,321			55,560			234,218			229,064
Australia	62,894			40,586			209,020			148,731
Other International	31,826			37,973			135,752			133,794
Corporate and other	15,214			17,450			59,449			71,679
Intra-business unit eliminations	(1,941		)	(1,453		)	(6,358		)	(4,455		)
Consolidated	$	418,876		$	404,585		$	1,726,987		$	1,516,326
Operating income (loss):
Europe	$	16,065		$	32,021		$	125,016		$	114,729
West Africa	25,478			20,792			86,074			80,053
North America	17,537			8,302			52,943			32,255
Australia	(1,479		)	762			6,017			5,523
Other International	2,364			19,481			18,609			33,769
Corporate and other	(22,008		)	(34,018		)	(106,936		)	(78,630		)
Gain (loss) on disposal of assets	(10,255		)	81			(35,849		)	(722		)
Consolidated	$	27,702		$	47,421		$	145,874		$	186,977
Operating margin:
Europe	9.1		%	18.8		%	16.0		%	18.4		%
West Africa	33.8		%	24.8		%	27.2		%	25.4		%
North America	30.1		%	14.9		%	22.6		%	14.1		%
Australia	(2.4		)%	1.9		%	2.9		%	3.7		%
Other International	7.4		%	51.3		%	13.7		%	25.2		%
Consolidated	6.6		%	11.7		%	8.4		%	12.3		%
Adjusted EBITDAR:
Europe	$	53,061		$	63,606		$	255,506		$	216,283
West Africa	35,928			27,779			109,154			101,175
North America	28,164			19,663			94,101			73,528
Australia	17,567			9,737			52,596			29,111
Other International	7,515			20,246			35,620			63,778
Corporate and other	(15,905		)	(18,108		)	(73,153		)	(50,219		)
Consolidated	$	126,330		$	122,923		$	473,824		$	433,656
Adjusted EBITDAR margin:
Europe	29.9		%	37.3		%	32.8		%	34.7		%
West Africa	47.7		%	33.2		%	34.6		%	32.1		%
North America	48.3		%	35.4		%	40.2		%	32.1		%
Australia	27.9		%	24.0		%	25.2		%	19.6		%
Other International	23.6		%	53.3		%	26.2		%	47.7		%
Consolidated	30.2		%	30.4		%	27.4		%	28.6		%
Flight hours (excluding Bristow Academy and unconsolidated affiliates):
Europe	21,755			19,537			93,344			69,130
West Africa	9,327			10,984			40,958			45,581
North America	9,950			11,322			45,365			56,008
Australia	5,719			2,915			14,292			10,378
Other International	3,544			3,721			14,854			14,303
Consolidated	50,295			48,479			208,813			195,400

10

BRISTOW GROUP INC. AND SUBSIDIARIES

AIRCRAFT COUNT

As of March 31, 2015

(Unaudited)

			Aircraft in Consolidated Fleet
	Percentage of FY2015 Operating Revenue		Helicopters
			Small	Medium	Large	Training	Fixed Wing		Unconsolidated Affiliates (2)
								Total (1)(2)		Total
Europe	45	%	—	12	67	—	30	109	—	109
West Africa	18	%	9	30	4	—	3	46	—	46
North America	14	%	29	23	16	—	—	68	—	68
Australia	12	%	2	8	17	—	13	40	—	40
Other International	8	%	—	29	8	—	—	37	130	167
Corporate and other	3	%	—	—	—	71	—	71	—	71
Total	100	%	40	102	112	71	46	371	130	501
Aircraft not currently in fleet: (3)
On order			—	8	37	—	—	45
Under option			—	14	16	—	—	30

_________

⁽¹⁾  Includes 12 aircraft held for sale and 119 leased aircraft as follows:

	Held for Sale Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Training	Fixed Wing	Total
Europe	—	—	2	—	—	2
West Africa	—	3	—	—	—	3
North America	—	3	—	—	—	3
Australia	—	—	—	—	—	—
Other International	—	4	—	—	—	4
Corporate and other	—	—	—	—	—	—
Total	—	10	2	—	—	12
	Leased Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Training	Fixed Wing	Total
Europe	—	5	36	—	13	54
West Africa	—	1	1	—	—	2
North America	1	13	5	—	—	19
Australia	2	2	8	—	4	16
Other International	—	—	—	—	—	—
Corporate and other	—	—	—	28	—	28
Total	3	21	50	28	17	119

⁽²⁾  The average age of our fleet, excluding training aircraft, was nine years as of March 31, 2015.

⁽³⁾  The 130 aircraft operated by our unconsolidated affiliates do not include those aircraft leased to us. Includes 59 helicopters (primarily medium) and 26 fixed wing aircraft owned and managed by Líder, our unconsolidated affiliate in Brazil, which is included in our Other International Business Unit.

⁽⁴⁾  This table does not reflect aircraft which our unconsolidated affiliates may have on order or under option.

11

Changes to Business Units

The following tables present our selected operating data for all four quarters within fiscal year ended March 31, 2015 for comparison purposes based on the new region reporting structure effective for fiscal year 2016 discussed above.

	Three Months Ended
	June 30, 2014			September 30, 2014			December 31, 2014			March 31, 2015
	(in thousands, except flight hours and percentages)
	(Unaudited)
Operating revenue:
Europe Caspian	$	207,004		$	211,516		$	195,617		$	179,701
Africa	84,572			84,763			86,330			80,340
Americas	90,421			88,678			88,380			86,028
Asia Pacific	54,469			55,034			59,211			68,884
Corporate and other	8,421			7,609			1,849			4,909
Intra-business unit eliminations	(7,552		)	(7,142		)	(1,069		)	(986		)
Consolidated	$	437,335		$	440,458		$	430,318		$	418,876
Operating income (loss):
Europe Caspian	$	42,195		$	40,627		$	28,550		$	17,171
Africa	17,626			19,667			26,379			28,086
Americas	26,658			13,566			19,774			19,178
Asia Pacific	3,330			2,461			5,264			1,400
Corporate and other	(25,227		)	(32,384		)	(44,720		)	(27,879		)
Gain (loss) on disposal of assets	610			127			(26,331		)	(10,254		)
Consolidated	$	65,192		$	44,064		$	8,916		$	27,702
Operating margin:
Europe Caspian	20.4		%	19.2		%	14.6		%	9.6		%
Africa	20.8		%	23.2		%	30.6		%	35.0		%
Americas	29.5		%	15.3		%	22.4		%	22.3		%
Asia Pacific	6.1		%	4.5		%	8.9		%	2.0		%
Consolidated	14.9		%	10.0		%	2.1		%	6.6		%
Adjusted EBITDAR:
Europe Caspian	$	70,543		$	70,707		$	64,107		$	55,339
Africa	21,872			26,023			29,785			39,077
Americas	40,081			27,799			33,233			34,822
Asia Pacific	12,820			12,508			14,511			20,142
Corporate and other	(17,693		)	(24,968		)	(32,580		)	(23,050		)
Consolidated	$	127,623		$	112,069		$	109,056		$	126,330
Adjusted EBITDAR margin:
Europe Caspian	34.1		%	33.4		%	32.8		%	30.8		%
Africa	25.9		%	30.7		%	34.5		%	48.6		%
Americas	44.3		%	31.3		%	37.6		%	40.5		%
Asia Pacific	23.5		%	22.7		%	24.5		%	29.2		%
Consolidated	29.2		%	25.4		%	25.3		%	30.2		%
Flight hours (excluding Bristow Academy and unconsolidated affiliates):
Europe Caspian	24,181			24,340			23,495			21,860
Africa	11,058			10,855			11,004			9,719
Americas	14,261			13,537			14,384			12,201
Asia Pacific	3,678			3,575			4,150			6,515
Consolidated	53,178			52,307			53,033			50,295

12

BRISTOW GROUP INC. AND SUBSIDIARIES

GAAP RECONCILIATIONS

(Unaudited)

These financial measures have not been prepared in accordance with generally accepted accounting principles (“GAAP”) and have not been audited or reviewed by our independent auditor. These financial measures are therefore considered non-GAAP financial measures. A description of the adjustments to and reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures is as follows:

	Three Months Ended   March 31,						Fiscal Year Ended   March 31,
	2015			2014			2015			2014
	(In thousands, except per share amounts and percentages)
Adjusted operating income	$	49,261		$	68,401		$	210,564		$	233,459
Gain (loss) on disposal of assets	(10,255		)	81			(35,849		)	(722		)
Special items	(11,304		)	(21,061		)	(28,841		)	(45,760		)
Operating income	$	27,702		$	47,421		$	145,874		$	186,977
Adjusted EBITDAR	$	126,330		$	122,923		$	473,824		$	433,656
Gain (loss) on disposal of assets	(10,255		)	81			(35,849		)	(722		)
Special items	(925		)	(20,485		)	(17,132		)	58,740
Depreciation and amortization	(37,129		)	(25,645		)	(114,293		)	(95,977		)
Rent expense	(49,928		)	(31,139		)	(164,767		)	(105,769		)
Interest expense	(7,895		)	(8,237		)	(30,310		)	(44,938		)
Provision for income taxes	(4,390		)	(5,529		)	(22,766		)	(57,211		)
Net income	$	15,808		$	31,969		$	88,707		$	187,779
Adjusted income tax expense	$	(9,222	)	$	(7,700	)	$	(37,123	)	$	(36,064	)
Tax (expense) benefit on gain (loss) on disposal of asset	2,168			(21		)	7,321			148
Tax benefit (expense) on special items	2,664			2,190			7,036			(21,296		)
Net income attributable to Bristow Group	$	(4,390	)	$	(5,531	)	$	(22,766	)	$	(57,212	)
Adjusted effective tax rate (1)	22.1		%	13.2		%	21.2		%	18.0		%
Effective tax rate (1)	21.7		%	14.7		%	20.4		%	23.4		%
Adjusted net income	$	31,804		$	49,129		$	133,963		$	163,176
Gain (loss) on disposal of assets	(8,087		)	60			(28,528		)	(574		)
Special items	(8,640		)	(18,871		)	(21,135		)	24,135
Net income attributable to Bristow Group	$	15,077		$	30,318		$	84,300		$	186,737
Adjusted diluted earnings per share	$	0.91		$	1.35		$	3.77		$	4.45
Gain (loss) on disposal of assets	(0.23		)	—			(0.80		)	(0.02		)
Special items	(0.25		)	(0.52		)	(0.59		)	0.66
Diluted earnings per share	0.43			0.83			2.37			5.09

_________

⁽¹⁾  Effective tax rate is calculated by dividing income tax expense by pretax net income. Adjusted effective tax rate is calculated by dividing adjusted income tax expense by adjusted pretax net income.

13

	Three Months Ended   March 31, 2015
	Adjusted Operating Income			Adjusted EBITDAR			Adjusted Net Income			Adjusted Diluted Earnings Per Share
	(In thousands, except per share amounts)
Fleet changes (1)	$	(10,379	)	$	—		$	(7,992	)	$	(0.23	)
Severance costs (2)	(925		)	(925		)	(648		)	(0.02		)
	$	(11,304	)	$	(925	)	$	(8,640	)	(0.25		)
	Three Months Ended   March 31, 2014
	Adjusted Operating Income			Adjusted EBITDAR			Adjusted Net Income			Adjusted Diluted Earnings Per Share
	(In thousands, except per share amounts)
Impairment of inventories (3)	$	(10,540	)	$	(10,540	)	$	(8,379	)	$	(0.23	)
Restructuring items (4)	(771		)	(771		)	(3,126		)	(0.09		)
Líder taxes (5)	4,233			4,233			2,751			0.08
Mexico goodwill impairment (6)	(576		)	—			(374		)	(0.01		)
Nigeria fire (7)	(8,569		)	(8,569		)	(6,598		)	(0.18		)
CEO succession planning and officer separation (8)	(4,838		)	(4,838		)	(3,145		)	(0.09		)
Total special items	$	(21,061	)	$	(20,485	)	$	(18,871	)	(0.52		)
	Fiscal Year Ended   March 31, 2015
	Adjusted Operating Income			Adjusted EBITDAR			Adjusted Net Income			Adjusted Diluted Earnings Per Share
	(In thousands, except per share amounts)
Gain on sale of unconsolidated affiliate (9)	$	—		$	3,921		$	2,549		$	0.07
North America restructuring (10)	(1,611		)	(1,611		)	(1,047		)	(0.03		)
CEO succession (11)	(5,501		)	(5,501		)	(3,576		)	(0.10		)
Impairment of inventories (3)	(7,167		)	(7,167		)	(5,734		)	(0.16		)
Repurchase of 6¼% Senior Notes (12)	—			(2,591		)	(2,113		)	(0.06		)
Accrued maintenance cost reversal (13)	813			813			642			0.02
Accounting correction (14)	(4,071		)	(4,071		)	(3,216		)	(0.09		)
Fleet changes (1)	(10,379		)	—			(7,992		)	(0.22		)
Severance costs (2)	(925		)	(925		)	(648		)	(0.02		)
Total special items	$	(28,841	)	$	(17,132	)	$	(21,135	)	(0.59		)
	Fiscal Year Ended   March 31, 2014
	Adjusted Operating Income			Adjusted EBITDAR			Adjusted Net Income			Adjusted Diluted Earnings Per Share
	(In thousands, except per share amounts)
Gain on sale of unconsolidated affiliate (15)	$	—		$	103,924		$	67,897		$	1.85
Cancellation of potential financing (16)	—			—			(8,276		)	(0.23		)
Impairment of inventories (3)	(12,669		)	(12,669		)	(10,071		)	(0.27		)
Restructuring items (4)	(5,521		)	(5,521		)	(6,466		)	(0.18		)
Líder taxes (5)	(13,587		)	(13,587		)	(8,832		)	(0.24		)
Mexico goodwill impairment (6)	(576		)	—			(374		)	(0.01		)
Nigeria fire (7)	(8,569		)	(8,569		)	(6,598		)	(0.18		)
CEO succession planning and officer separation (8)	(4,838		)	(4,838		)	(3,145		)	(0.09		)
Total special items	$	(45,760	)	$	58,740		$	24,135		0.66

14

_________

⁽¹⁾  Relates to additional depreciation expense due to fleet changes.

⁽²⁾  Relates to severance expense included in direct costs and general and administrative expense in our West Africa Business Unit.

⁽³⁾  Relates to the increase in inventory charges as a result of our review of excess inventory on aircraft model types we ceased to own or plan to dispose of during the next two years. The fiscal year 2015 impairment charge related primarily to spare parts held for a large aircraft model where we decided to accelerate removal from our fleet into fiscal year 2016. The fiscal year 2014 inventory impairment primarily relates to a medium aircraft type that is being replaced by newer technology models.

⁽⁴⁾  Relates to charges of $0.8 million and $3.4 million for the three months and fiscal year ended March 31, 2014, respectively, associated with the restructuring of our North America Business Unit and planned closure of our Alaska operations which related primarily to employee severance and retention costs, a charge of $2.1 million for the fiscal year ended March 31, 2014 associated with severance costs in the Southern North Sea related to the termination of a contract and $2.6 million of tax expense for the three months and fiscal year ended March 31, 2014 related to an internal reorganization.

⁽⁵⁾  Relates to higher earnings of $4.2 million from Líder from an adjustment to tax charges recorded during the December 2013 quarter and a tax indemnity payment from the other Líder shareholders resulting from a tax amnesty payment Líder made to the Brazilian government. During fiscal year ended March 31, 2014, we recorded $13.6 million of lower earnings from Líder due to additional tax charges resulting primarily from the tax amnesty payment Líder made to the government of Brazil.

⁽⁶⁾  Relates to an impairment of goodwill in Mexico as all our contracts in Mexico have ended.

⁽⁷⁾  Relates to higher insurance expense due to a fire in Nigeria.

⁽⁸⁾  Relates to CEO succession planning of $1.9 million and officer separation costs of $2.9 million.

⁽⁹⁾  Relates to a gain resulting from the sale of our 50% interest in HCA for £2.7 million, or approximately $4.2 million.

⁽¹⁰⁾  Relates to a charges associated with the restructuring of our North America Business Unit and planned closure of our Alaska operations which related primarily to employee severance and retention costs.

⁽¹¹⁾  Relates to CEO succession cost.

⁽¹²⁾  Relates to premium and fees associated with the repurchase of some of our 6 ¼% Senior Notes due 2022.

⁽¹³⁾  Relates to the reversal maintenance costs associated with a prior obligation to repair certain aircraft in our fleet we ultimately did not incur.

⁽¹⁴⁾  Relates to an accounting correction that impacted net income by $4.1 million for fiscal year 2015.

⁽¹⁵⁾  Relates to a gain resulting from the sale of our 50% interest in the FB Entities.

⁽¹⁶⁾  Relates to a charge to interest expense of $12.7 million, resulting from the write-off of unamortized deferred financing fees related to a potential financing in connection with our bid to provide SAR services in the U.K. During the June 2013 quarter, we increased our borrowing capacity on our revolving credit facility from $200 million to $350 million and cancelled this potential financing.

# # #

15