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): August 6, 2008

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition.

On August 6, 2008, Bristow Group Inc. (the “Company”) issued a press release which summarized its financial results for the three-month period ended June 30, 2008 (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 CDT) on Wednesday, August 6, 2008, to review the Financial Results. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure.

On August 6, 2008, the Company issued a press release announcing that is has executed an agreement to sell 53 single-engine aircraft and related assets operating in the U.S. Gulf of Mexico to Rotorcraft Leasing Company, L.L.C. for $65 million. A copy of the press release is furnished with this report as Exhibit 99.2, and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release summarizing financial results dated August 6, 2008
99.2	Press Release dated August 6, 2008 announcing aircraft sale agreement

Limitation on Incorporation by Reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Form 8-K and the attached exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933 or the Exchange Act unless Bristow expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such a filing. The information set forth in Items 2.02 and 7.01 and the related exhibits furnished in Item 9.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K.

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SIGNATURES

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

	BRISTOW GROUP INC.
Date: August 6, 2008	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

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EX-99.1

Exhibit 99.1

News Release

Linda McNeill, Investor Relations

(713) 267-7622

BRISTOW GROUP REPORTS FISCAL 2009 FIRST QUARTER FINANCIAL RESULTS

HOUSTON, August 6, 2008 - Bristow Group Inc. (NYSE: BRS) today reported financial results for its fiscal 2009 first quarter ended June 30, 2008.

Highlights include:

§	Revenue increased 23% versus the June 2007 quarter to $284.1 million. Revenue gains occurred primarily in our Europe, West Africa and Southeast Asia business units, driven in large part by the addition of new aircraft and improved pricing, as well as the effect of a reorganization of our Mexico operations discussed below.
§	Operating income increased 10% to $31.6 million from $28.8 million in the June 2007 quarter as a result of improved rates, gains from asset disposals and the effect of the Mexico reorganization, partially offset by higher maintenance costs within our Eastern Hemisphere (“EH”) Centralized Operations business unit.
§	Income from continuing operations increased to $22.6 million from $21.9 million in the June 2007 quarter as a result of increased operating income, earnings from unconsolidated affiliates and other income (expense), net, which primarily resulted from the Mexico reorganization, partially offset by an increase in interest expense resulting from the debt offerings last fiscal year and in June 2008.
§	Diluted earnings per share from continuing operations decreased slightly to $0.72 from $0.73 in the June 2007 quarter, while diluted earnings per share on net earnings decreased to $0.72 from $0.75 in the June 2007 quarter.
§	The largest factors affecting financial results were the favorable impact of the Mexico reorganization offset by the negative impact from our EH Centralized Operations and the dilution resulting from the June 2008 sale of common stock and convertible senior notes.

–  The Mexico reorganization included the restructuring of our ownership interests such that we now own 70% (up from 49%) of one affiliate (“RLR”) and 24% (down from 49%) of another (“Heliservicio”), which resulted in several changes effective April 1, 2008, including the consolidation of RLR, return to the accrual basis of accounting for revenue recognition with Heliservicio and application of the equity method of accounting to our investment in Heliservicio. The Mexico reorganization impacted financial results as follows:

§	Increased operating income by $0.8 million,
§	Increased income from continuing operations by $3.7 million,
§	Increased diluted earnings per share by $0.12.

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–  EH Centralized Operations experienced significantly higher maintenance costs primarily due to (a) foreign currency movements as a portion of our third-party maintenance contracts are denominated in euros, (b) an increase in heavy maintenance activities and (c) a reduction in the carrying value of obsolete inventory, which impacted financial results as follows:

§	Reduced operating income by $6.9 million,
§	Reduced income from continuing operations by $4.5 million,
§	Reduced diluted earnings per share by $0.14.

– In June 2008 we completed the sale of 4,996,900 shares of common stock and $115 million of convertible senior notes, which had the effect of reducing diluted earnings per share by $0.01 for the June 2008 quarter.

Sale of Certain Single-engine Aircraft

As separately announced today, we executed an agreement to sell 53 single-engine aircraft and related assets operating in the U.S. Gulf of Mexico for $65 million. The sale, which is expected to close by September 30, 2008, is anticipated to result in a pre-tax gain of roughly $40 million or $0.75 per diluted share, after tax. The closing is contingent upon several items being completed, including the buyer obtaining financing, customer consent of affected commercial contracts, regulatory clearance and other customary conditions.

Capital and Liquidity:

§ At June 30, 2008 we continued to have a strong balance sheet, which allows us the financial flexibility to take advantage of growth opportunities:

– $1.2 billion in stockholders’ investment and $734.1 million of indebtedness

–  $527.4 million in cash and $100 million undrawn revolving credit facility

–  Aircraft purchase commitments totaled $389.6 million for 39 aircraft, with options totaling $862.8 million for 51 aircraft.

§ During the June 2008 quarter, we generated strong cash flows, including:

–  $29.6 million of cash from operating activities

–  $335.9 million in net proceeds from the sale of convertible senior notes and common stock

–  We used $130.8 million for capital expenditures — primarily for aircraft.

CEO Remarks:

“Our strong revenue increase this quarter reflects continued growth by both the addition of new aircraft and improved pricing,” said William E. Chiles, President and Chief Executive Officer of Bristow Group Inc.

“In June, we secured additional financing to execute our growth plans for the next several years through an offering of common stock and convertible senior notes. Although oil and natural gas prices have come off their historic highs in recent weeks, we continue to expect customer demand to exceed the supply of high-quality helicopters that customers want most over the next several years. That’s why Bristow chose to raise new capital and remains well positioned with manufacturers for new helicopters, which will ensure that we can take advantage of these strong market conditions.”

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CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. EDT (9:00 a.m. CDT) on Wednesday, August 6, 2008, to review financial results for the fiscal 2009 first quarter ended June 30, 2008. The conference call can be accessed as follows:

Via Webcast:

§	Visit Bristow Group’s investor relations Web page at http://www.bristowgroup.com
§	Live: Click on the link for “Q1 2009 Bristow Group Inc. Earnings Conference Call”
§	Replay: A replay via webcast will be available approximately one hour after the call’s completion

Via Telephone within the U.S.:

§	Live: Dial toll free (800) 218-0204
§	Replay: A telephone replay will be available through Wednesday, August 20, by dialing toll free (800) 405-2236, passcode: 11116476#

Via Telephone outside the U.S.:

§	Live: Dial (303) 262-2137
§	Replay: A telephone replay will be available through Wednesday, August 20, by dialing (303) 590-3000, passcode: 11116476#

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated. Through its subsidiaries, affiliates and joint ventures, the Company has major transportation operations in most of the major offshore oil and gas producing regions of the world, including in the North Sea, the U.S. Gulf of Mexico, Nigeria and Australia. 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 customer demand, supply of helicopters and growth opportunities. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 and the annual report on Form 10-K for the fiscal year ended March 31, 2008. Bristow Group Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

(financial tables follow)

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BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	June 30,
	2007			2008
Gross revenue:
Operating revenue from non-affiliates	$	199,909		$	241,134
Operating revenue from affiliates		11,097			17,270
Reimbursable revenue from non-affiliates		19,042			24,371
Reimbursable revenue from affiliates		1,103			1,348
		231,151			284,123
Operating expense:
Direct cost		153,088			186,973
Reimbursable expense		20,145			26,067
Depreciation and amortization		11,331			14,955
General and administrative		18,385			27,206
Gain on disposal of assets		(584	)		(2,665	)
		202,365			252,536
Operating income		28,786			31,587
Earnings from unconsolidated affiliates, net of losses		3,390			7,723
Interest income		2,124			1,447
Interest expense		(2,928	)		(8,493	)
Other income (expense), net		426			1,692
Income from continuing operations before provision for income taxes and minority interest		31,798			33,956
Provision for income taxes		(9,439	)		(10,604	)
Minority interest		(449	)		(703	)
Income from continuing operations		21,910			22,649
Discontinued operations:
Income from discontinued operations before provision for income taxes		1,157			—
Provision for income taxes on discontinued operations		(395	)		—
Income (loss) from discontinued operations		762			—
Net income		22,672			22,649
Preferred stock dividends		(3,162	)		(3,162	)
Net income available to common stockholders	$	19,510		$	19,487
Basic earnings per common share:
Earnings from continuing operations	$	0.80		$	0.78
Earnings (loss) from discontinued operations		0.03			—
Net earnings	$	0.83		$	0.78
Diluted earnings per common share:
Earnings from continuing operations	$	0.73		$	0.72
Earnings (loss) from discontinued operations		0.02			—
Net earnings	$	0.75		$	0.72

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BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

	March 31,			June 30,
	2008			2008
				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	290,050		$	527,432
Accounts receivable from non-affiliates		204,599			199,588
Accounts receivable from affiliates		11,316			22,023
Inventories		176,239			175,458
Prepaid expenses and other		24,177			32,732
Total current assets		706,381			957,233
Investment in unconsolidated affiliates		52,467			35,358
Property and equipment — at cost:
Land and buildings		60,056			60,784
Aircraft and equipment		1,428,996			1,585,188
		1,489,052			1,645,972
Less — Accumulated depreciation and amortization		(316,514	)		(326,842	)
		1,172,538			1,319,130
Goodwill		15,676			16,590
Other assets		30,293			26,967
	$	1,977,355		$	2,355,278
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	49,650		$	54,508
Accrued wages, benefits and related taxes		35,523			29,445
Income taxes payable		5,862			836
Other accrued taxes		1,589			3,172
Deferred revenues		15,415			15,652
Accrued maintenance and repairs		13,250			13,571
Accrued interest		5,656			8,604
Other accrued liabilities		22,235			14,277
Deferred taxes		9,238			12,303
Short-term borrowings and current maturities of long-term debt		6,541			7,692
Total current liabilities		164,959			160,060
Long-term debt, less current maturities		599,677			726,432
Accrued pension liabilities		134,156			132,810
Other liabilities and deferred credits		14,805			14,775
Deferred taxes		91,747			102,320
Minority interest		4,570			10,254
Commitments and contingencies
Stockholders’ investment:
5.50% mandatory convertible preferred stock		222,554			222,554
Common stock		239			291
Additional paid-in capital		186,390			413,228
Retained earnings		606,931			627,673
Accumulated other comprehensive loss		(48,673	)		(55,119	)
		967,441			1,208,627
	$	1,977,355		$	2,355,278

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BRISTOW GROUP INC. AND SUBSIDIARIES
SELECTED OPERATING DATA
(In thousands, except flight hours and percentages)
(Unaudited)

	Three Months Ended
	June 30,
	2007			2008
Flight hours (excludes Bristow Academy and unconsolidated affiliates):
U.S. Gulf of Mexico		37,868			37,639
Arctic		2,403			2,437
Latin America		11,367			9,064
Europe		10,821			10,306
West Africa		8,898			9,598
Southeast Asia		3,344			4,882
Other International		2,547			2,053
Consolidated total		77,248			75,979
Gross revenue:
U.S. Gulf of Mexico	$	55,428		$	61,509
Arctic		4,357			4,243
Latin America		16,036			20,206
WH Centralized Operations		1,154			2,260
Europe		83,357			95,430
West Africa		33,283			43,300
Southeast Asia		22,492			36,880
Other International		11,455			13,021
EH Centralized Operations		6,805			8,837
Bristow Academy		3,019			6,151
Intrasegment eliminations		(6,235	)		(7,746	)
Corporate		—			32
Consolidated total	$	231,151		$	284,123
Operating income (loss):
U.S. Gulf of Mexico	$	9,099		$	7,989
Arctic		675			519
Latin America		3,334			6,475
WH Centralized Operations		1,292			(676	)
Europe		14,575			17,476
West Africa		2,797			6,516
Southeast Asia		4,127			4,186
Other International		2,265			1,197
EH Centralized Operations		(4,279	)		(7,921	)
Bristow Academy		(91	)		546
Gain on disposal of assets		584			2,665
Corporate		(5,592	)		(7,385	)
Consolidated total	$	28,786		$	31,587
Operating margin:
U.S. Gulf of Mexico		16.4	%		13.0	%
Arctic		15.5	%		12.2	%
Latin America		20.8	%		32.0	%
Europe		17.5	%		18.3	%
West Africa		8.4	%		15.0	%
Southeast Asia		18.3	%		11.4	%
Other International		19.7	%		9.2	%
Bristow Academy		(3.0	)%		8.9	%
Consolidated total		12.5	%		11.1	%

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Beginning with our reporting for the three months ended June 30, 2008, our North America business unit has been segregated into three separate business units: U.S. Gulf of Mexico, Arctic and WH Centralized Operations. Amounts presented for the prior period presented herein have been reclassified to conform to current period presentation. Further, our South and Central America business unit has been renamed the Latin America business unit. In addition to selected operating data for the three month ended June 30, 2007 and 2008, we have presented in the tables below selected operating data for the quarters ended September 30, 2007, December 31, 2007 and March 31, 2008 based on the new segment presentation.

BRISTOW GROUP INC. AND SUBSIDIARIES
SELECTED OPERATING DATA
(In thousands, except flight hours and percentages)
(Unaudited)

	Three Months Ended
	June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,
	2007			2007			2007			2008			2008
Flight hours (excludes Bristow Academy and unconsolidated affiliates):
U.S. Gulf of Mexico		37,868			36,621			33,431			32,018			37,639
Arctic		2,403			3,002			1,227			1,232			2,437
Latin America		11,367			10,810			10,417			7,845			9,064
Europe		10,821			11,494			11,625			10,403			10,306
West Africa		8,898			9,887			9,824			9,561			9,598
Southeast Asia		3,344			3,644			4,590			4,451			4,882
Other International		2,547			2,177			2,120			1,886			2,053
Consolidated total		77,248			77,635			73,234			67,396			75,979
Gross Revenue:
U.S. Gulf of Mexico	$	55,428		$	55,948		$	53,259		$	54,664		$	61,509
Arctic		4,357			5,290			2,570			2,037			4,243
Latin America		16,036			16,951			16,476			14,400			20,206
WH Centralized Operations		1,154			821			1,438			692			2,260
Europe		83,357			93,459			95,100			89,828			95,430
West Africa		33,283			45,799			46,287			45,401			43,300
Southeast Asia		22,492			23,858			29,918			34,849			36,880
Other International		11,455			12,046			11,874			12,143			13,021
EH Centralized Operations		6,805			5,331			5,239			4,991			8,837
Bristow Academy		3,019			3,228			3,969			4,571			6,151
Intrasegment eliminations		(6,235	)		(2,923	)		(4,647	)		(3,390	)		(7,746	)
Corporate		—			—			37			99			32
Consolidated total	$	231,151		$	259,808		$	261,520		$	260,285		$	284,123
Operating income (loss):
U.S. Gulf of Mexico	$	9,099		$	9,680		$	8,122		$	7,230		$	7,989
Arctic		675			1,440			(72	)		(281	)		519
Latin America		3,334			4,250			3,828			2,205			6,475
WH Centralized Operations		1,292			71			(871	)		(2,591	)		(676	)
Europe		14,575			21,895			20,695			20,183			17,476
West Africa		2,797			15,492			7,019			6,633			6,516
Southeast Asia		4,127			5,107			6,476			8,044			4,186
Other International		2,265			1,781			712			(5,041	)		1,197
EH Centralized Operations		(4,279	)		(3,247	)		(6,404	)		539			(7,921	)
Bristow Academy		(91	)		(391	)		(130	)		(197	)		546
Intrasegment eliminations		584			(751	)		4,094			5,469			2,665
Corporate		(5,592	)		(5,603	)		(6,721	)		(8,697	)		(7,385	)
Consolidated total	$	28,786		$	49,724		$	36,748		$	33,496		$	31,587
Operating margin:
U.S. Gulf of Mexico		16.4	%		17.3	%		15.3	%		13.2	%		13.0	%
Arctic		15.5	%		27.2	%		-2.8	%		-13.8	%		12.2	%
Latin America		20.8	%		25.1	%		23.2	%		15.3	%		32.0	%
Europe		17.5	%		23.4	%		21.8	%		22.5	%		18.3	%
West Africa		8.4	%		33.8	%		15.2	%		14.6	%		15.0	%
Southeast Asia		18.3	%		21.4	%		21.6	%		23.1	%		11.4	%
Other International		19.7	%		14.8	%		6.0	%		-41.5	%		9.2	%
Bristow Academy		-3.0	%		-12.1	%		-3.3	%		-4.3	%		8.9	%
Consolidated total		12.5	%		19.1	%		14.1	%		12.9	%		11.1	%

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EX-99.2

Exhibit 99.2

	News Release
	Contact:
	Linda McNeill, Investor Relations
	(713) 267-7622

BRISTOW GROUP ANNOUNCES AGREEMENT TO SELL AIRCRAFT

HOUSTON, August 6, 2008 – Bristow Group Inc. (NYSE: BRS), a leading provider of helicopter services to the offshore energy industry, today announced it has executed an agreement to sell 53 single-engine aircraft and related assets operating in the U.S. Gulf of Mexico to Rotorcraft Leasing Company, L.L.C. for $65 million. The sale is anticipated to result in a pre-tax gain of roughly $40 million or $0.75 per diluted share, after tax.

This sale of assets is a continuation of Bristow’s growth strategy to redeploy capital into newer, high technology aircraft capable of operating further offshore and in harsh environments. The agreement is the next step in the previously announced plan to dispose of certain types of single-engine aircraft operating in the U.S. Gulf of Mexico serving production management companies. The assets to be sold pursuant to the agreement include the 53 aircraft, related inventory, spare parts, and offshore fuel equipment. In addition, certain customer contracts, which these aircraft support will be assigned to the buyer. These assets and contracts represent our entire business serving production management customers in the U.S. Gulf of Mexico. Revenue of $42.6 million and $11.3 million were generated by these contracts in the fiscal year ended March 31, 2008 and the quarter ended June 30, 2008, respectively, representing 18% of revenue for the U.S. Gulf of Mexico business unit in such periods.

The sale, which is expected to close by September 30, 2008, is contingent upon several items being completed, including the buyer obtaining financing, customer consent of affected commercial contracts, regulatory clearance and other customary conditions. Therefore, no assurance can be given that the sale will be completed.

William E. Chiles, President and Chief Executive Officer of Bristow Group, said, “We are very pleased to announce the pending sale of these assets as it represents a major step in Bristow’s strategic transformation, allowing us to increase our focus on our customers’ deeper-water drilling, exploration, and production activities already underway as evidenced with the commencement last week of our first S-92 contract in the U.S. Gulf of Mexico.”

Bristow was advised by Parks Paton Hoepfl & Brown, an energy investment banking firm.

About Bristow Group Inc.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated. Through its subsidiaries, affiliates and joint ventures, the Company has operations in most of the major offshore oil and gas producing regions of the world, including in the North Sea, the U.S. Gulf of Mexico, Nigeria and Australia. For more information, visit 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. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2008 and the annual report on Form 10-K for the year ended March 31, 2008. 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.

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