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): January 20, 2011

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31617	72-0679819
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
2000 W. Sam Houston Pkwy. S., Suite 1700 Houston, Texas		77042
(Address of principal executive offices)		(Zip Code)

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

Former Name or Former Address, if Changed Since Last Report:

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:

¨ 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 7.01. Regulation FD Disclosure.

On January 20, 2011, the Company posted an updated investor presentation to our website at www.bristowgroup.com. This updated investor presentation is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and 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 the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

99.1 Investor presentation posted on January 20, 2011.

SIGNATURE

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.

Dated: January 21, 2011

BRISTOW GROUP INC.
(Registrant)
By:	/s/ Randall A. Stafford
	Randall A. Stafford
	Senior Vice President, General Counsel     and Corporate Secretary

EX-99.1

Bristow Group Inc.

Presentation to Investors

January 2011

11

Exhibit 99.1

2

Forward-looking Statements

This

presentation

may

contain

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation Reform Act of 1995. Forward-looking statements include statements about our future

business, operations, capital expenditures, fleet composition, capabilities and results; financial

projections;

plans,

strategies

and

objectives

of

our

management,

including

our

plans

and

strategies

to

grow earnings and our business, our general strategy going forward and our business model; expected

actions by us and by third parties, including our customers, competitors and regulators; the valuation of

our company and its valuation relative to relevant financial indices; assumptions underlying or relating to

any of the foregoing, including assumptions regarding factors impacting our business, financial results

and industry; and other matters. Our forward-looking statements reflect our views and assumptions on

the date of this presentation regarding future events and operating performance. 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.

These

risks,

uncertainties

and

other

factors

include

those

discussed

under

the

captions

“Risk

Factors”

and

“Management’s

Discussion

and

Analysis

of

Financial

Condition

and

Results

of

Operations”

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

March

31,

2010 and Form 10-Q for the quarter ended September 30, 2010.   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.

Company Overview

4

Bristow is the leading provider of helicopter transportation

services to the global offshore industry

•

Ticker: BRS

•

Stock price

1

: $38.78

•

Market cap

1

: ~$1.42 billion

•

Enterprise value

1

: ~$2.0 billion

•

~20 countries

•

578 aircraft

•

~3,400 employees

$275

$67

•

Bristow flies crews and light cargo to production platforms,

vessels and rigs

1)

As

of

10/29/2010.

Based

on

36.7

million

fully

diluted

weighted

average

shares

outstanding

for

the

quarter

ended

09/30/2010.

5

Key Investment Considerations

Leading Market Position:

#1 or #2 in each market

Experienced Management Team:

180 years of Senior Management

business experience

Industry Leading Safety Record:

0.17 vs. 2.27 OGI accident rate per

100k of flight hours

As of September 30, 2010

Stable Revenue and Cash Flow

Drive Strong Financial Performance:

’07 -’10 CAGR EBITDA growth: 16.3%

As of September 30, 2010

Well Positioned to Capitalize on

Improving Industry Fundamentals:

~$258m EBITDA LTM 9/30/10

~3.0x Debt / EBITDA 9/30/10

Geographic and Fleet Diversification:

~20 countries with 578 aircraft

As of September 30, 2010

Note: OGI is Oil & Gas Industry

6

Bristow Core Values

•

Safety

–

Safety

first,

with

a

“Target

Zero”

goal

of

no

accidents

•

Quality

and

Excellence

–

Set

and

achieve

high

standards

in

everything we do

•

Integrity

–

Do

the

right

thing

in

conjunction

with

our

Code

of

Business Conduct

•

Fulfillment

–

Develop

our

talents

and

enjoy

our

work

•

Teamwork

–

Communicate

openly

and

respect

each

other

•

Profitability

–

Make

prudent

decisions

and

grow

the

business

7

Industry leading safety record creates marketing and cost

advantage

•

Safety is the primary core value

•

‘Target Zero’

safety vision changes culture and behavior to

achieve:

•

Zero accidents

•

Zero harm to people

•

Zero harm to the environment

•

Bristow safety performance protects customer personnel

and reputation

•

Safety Performance accounts for 25% of management

incentive compensation

•

Bristow

accident

rate

is

approximately

one

tenth

the

average rates for the oil and gas industry and all civil

helicopters

•

Bristow Academy provides industry-specific training to

improve pilot quality

*

Averages for most recently available three-year period: Helicopter Association International 2007-2009,

International Oil & Gas Producers 2005-2007, Bristow Group 2008-2010, excluding Bristow Academy commercial

training

3-year average air

accident rates

*

per 100K flight hours

Bristow

Oil & Gas industry

All civil helicopters

2.79

2.27

0.17

8

•

Bristow has long-term relationships with the oil and gas operators that

account for 80% of global offshore E&P spending

•

Industry-leading

safety

performance

-

the

key

customer

requirement

•

#1 or #2 market position in the major oil and gas provinces: North Sea,

USGoM, Australia, West Africa and Brazil

•

New-technology fleet of medium and large sized helicopters meets the

needs of premium and fast growing deepwater segment

•

Stable revenue and cash flows drive strong financial performance;

strong balance sheet ensures continued financial flexibility

•

Experienced management team

Key Competitive Advantages

9

Bristow services are utilized in every phase of offshore

oil and gas activity, especially production

•

Largest share of revenues (>60%)

relates to oil and gas production,

ensuring stability and growth

•

There are ~ 8,000 offshore production

installations worldwide -

compared with

>600 drilling rigs

•

Bristow revenues driven by both Opex

and Capex

PRODUCTION

DEVELOPMENT

ABANDONMENT

EXPLORATION

SEISMIC

H e l i c o p t e r     t r a n s p o r t a t i o n     s e r v i c e s

Typical revenues by segment

Exploration

20%

Development

10%

Production

60%

Other 10%

10

Low risk contract structure results in more predictable

revenue and cash flow

Two-tiered contract structure includes both:

•

Fixed or monthly fee to reserve capacity

•

Variable fees based on hours flown

•

In most markets, Bristow earns 65% of revenue without flying

Revenue Sources

Variable

hourly

35%

Fixed

monthly

65%

Operating Income

Variable

hourly

30%

Fixed

monthly

70%

Bristow’s steady performance through the recent financial crisis and

recession highlights the more stable nature of our business

11

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

HOS

BRS

AIRM

PHII

RIG

NE

ESV

TDW

GLF

CKH

PDE

HERO

RDC

DO

TRMA

Coefficient of Variation of EBITDAR Margin, 1999 to 2009

Note: Coefficient of Variation is calculated as (standard deviation of (EBITDAR as a % of revenues)) / (mean of

(EBITDAR as a % of revenues)) using quarterly data from 4Q1999 to 4Q2009, inclusive

Source: JP Morgan

Stability of Bristow cash flows through full cycle

Bristow’s

low

margin

volatility

relative

to

oil

service

peers

highlights

its

close tie to offshore production

12

Our customers are market leaders

13

9/30/2010

Small

31%

Medium

43%

Large

26%

Repositioning fleet toward premium segments

4

•

Shift of global offshore industry toward deepwater exploration and production

creates need for larger and more technologically advanced helicopters

•

Bristow has responded by upgrading fleet, personnel and training

9/30/2007

Small

52%

Medium

31%

Large

17%

14

Senior Management Team

William Chiles

President & CEO

July 2004

Richard Burman

Senior Vice President

Operations

October 2004

Mark Duncan

Senior Vice President

Commercial

January 2005

Hilary Ware

Senior Vice President

Administration

August 2007

Randall Stafford

Senior Vice President

General Counsel &

Corporate Secretary

May 2006

Jonathan Baliff

Senior Vice President &

Chief Financial Officer

October 2010

•

Senior management team has a combined 180

years of business experience

•

A proven track record of delivering results

•

Focused on increasing ROCE/WACC spread and cash flow to drive financial

performance

Note: ROCE is Return on Capital Employed

15

Key Accomplishments of the Bristow team

•

Strengthened relationships with

global customers at the executive

and operating levels

•

Implemented return targets by

business unit

•

Improved profitability and cash flow

•

Established global fleet management

•

Integrated global operations;

established global flight and

maintenance standards

•

Divested non-core businesses (53

small helicopters in GOM)

•

Enhanced the safety culture

•

Implemented cost reductions in early

2009

•

Instilled regulatory compliance

culture

•

Invested about $1.4 billion in new

technology aircraft (Fleet age

reduced from 19 years to 12 years)

•

Acquired

42.5% of Líder

Aviation in

Brazil, a high growth market

Market Overview

17

Oil and gas industry expanding to new offshore regions

•

Fastest growth in Africa, Brazil and Asia

•

Europe becoming a mature production province –

but intense activity will

continue to mitigate decline and leverage infrastructure

Offshore oil and gas production by region

1995

25 mmboe/d

14%

14%

30%

7%

16%

2%

17%

2010

42 mmboe/d

10%

15%

16%

12%

21%

6%

20%

2020E

46 mmboe/d

6%

17%

10%

13%

25%

8%

21%

Source: PFC Energy, March 2010

NAmerica

LatAmerica

Europe

SSAfrica

MidEast/NAfrica

FormerSU

AsiaPac

18

Offshore spending—particularly Opex—projected to grow

over next decade

•

All segments will show significant spending increases

•

As production matures in the deepwater, spending will switch from Capex to

Opex

Source: PFC Energy, March 2010

Global offshore E&P spending forecast

$ billion

CAPEX

OPEX

0

100

200

300

400

500

600

700

2000 est

2010 proj

2020 proj

CAPEX

OPEX

19

•

>6% forecast annual real growth in deepwater installations

•

Typical

client

facility

is

100

–

200

miles

offshore

with

a

crew

of

150,

compared with 20 miles offshore and a crew of 20 in shallow water

•

Brazil, West Africa and USGoM

have 77% of global deepwater

installations with helidecks

Source: PFC Energy, September 2010

Deepwater production installations are fastest growing

segment…

0

50

100

150

200

250

300

350

400

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Total Active Deepwater Platforms

20

…driving demand for medium and large helicopters

•

Expanding markets for medium and large sized twins

•

Larger and newer aircraft can support locations further offshore

and comply

with new regulatory and safety requirements

•

Revenue and income from 3 new large twins approximately equates to 50 small

aircraft

Large twin

Medium twin

Offshore helicopter demand forecast

2010 to 2014

Source: PFC Energy, October 2010

0

200

400

600

800

1000

1200

2010

2011

2012

2013

2014

21

Operating Income Q2 FY11*

North

America

14%

Europe

33%

West Africa

26%

Australia

10%

Other

International

17%

Bristow is organized to respond to most attractive global

growth opportunities

•

Geographically focused on strongest growth markets

•

Global presence creates flexibility to redeploy aircraft in response to

changing market conditions

*

Excludes centralized operations, corporate, gain on sale of assets and Bristow Academy

22

52

124

102

328

294

141

445

0

50

100

150

200

250

300

350

400

450

500

FY06

FY07

FY08

FY09

FY10

YTD11

Bristow has responded to evolving market by upgrading

helicopter size and technology

•

Right-sizing the fleet to meet

migration to deepwater

–

Small

48%

30%

–

Medium   29%

42%

–

Large

20%

26%

•

Invested $1.4 billion in new

technology aircraft

–

Exceed the most stringent safety

requirements

–

Increased range with heavier payloads

•

Reduced average age of fleet from

19 years to under 12 years

Historical fleet profile*

Helicopter capital expenditures

320

125

136

309

Small

Medium

Large

*  Fleet  profile excludes Bristow Academy and unconsolidated affiliates

226

0

50

100

150

200

250

300

350

400

450

500

FY05

Delivered

Removed

YTD 2011

23

56

145

4

3

7

4

7

17

9

15

1

4

7

8

20

7

11

12

North America

Brazil, Colombia

Mexico,

Trinidad

Nigeria, Ghana

Equatorial Guinea

Europe

Caspian, Mid-East

Libya, East Africa

Malaysia, Thailand

Indonesia

Australia

Small

Medium

Large

19

88

59

Total Opportunities *

30

Selected opportunities for 166 additional helicopters

Chart shows specific customer opportunities identified by Bristow as of April 2010

24

Plan to capture 33% of identified opportunities while

maximizing optionality

12 on

order

large

medium

small

orders

7

5

0

options

10

25

0

As of September 30, 2010

Financial Update

26

Our financial strategy

•

Improve capital discipline with a specific capital allocation framework

•

Prudent balance sheet management is a core principle

•

Liquidity maintained at $200-$250 million

•

Best risk/return opportunities attract growth capital

•

Balance shareholder return between capital appreciation

and regular

return of capital

•

Communicate the capital allocation framework

•

Focus on providing enhanced value for shareholders by making better

investment

decisions

with

improved

metrics

–

use

of

ROCE

AND

WACC

•

Lower Cost of Debt through opportunistic financing that increases flexibility

•

Lower Cost of Equity by providing more predictable expectations for our

security holders

27

$60

$125

$104

$74

$58

$58

$56

$0

$20

$40

$60

$80

$100

$120

$140

2006

2007

2008

2009

2010

2011

$136

$134

$124

$277

$230

$126

$165

$-

$50

$100

$150

$200

$250

$300

2006

2007

2008

2009

2010

2011

$1.58

$1.63

$1.52

$3.56

$3.41

$2.74

$2.45

$-

$1

$1

$2

$2

$3

$3

$4

$4

2006

2007

2008

2009

2010

2011

$605

$582

$586

$1,134

$1,013

$844

$710

$-

$200

$400

$600

$800

$1,000

$1,200

$1,400

2006

2007

2008

2009

2010

2011

Proven business model and prudent balance sheet

management has delivered even during recent downturn

1)  Revenue from continuing operations

2)  FY09 EBITDA, Net Income, and Diluted EPS include $36.2 mm, $23.4 mm and $0.68, respectively, from sale of GoM

assets

CAGR 

5.9%

Revenue ¹

–

Fiscal Year End 3/31 ( in millions)

Diluted EPS²

–

Fiscal Year End 3/31

Net Income²

–

Fiscal Year End 3/31 ( in millions)

EBITDA²

–

Fiscal Year End 3/31 (in millions)

CAGR 

11.3%

CAGR

16.3%

CAGR 

15.7%

1

Six months ended September 30

Six months ended September 30

1

$1,168

$260

$3.10

$114

28

What is Our Capital Allocation Framework?

Three Principles

Invest in

Growth Opportunities

Return Capital

to Shareholders

Reduce Leverage

“One-time”

Payout

“One-time”

Payout

Organic Growth

Growth through

Acquisitions

Tender Offer

Tender Offer

Special Dividend

Special Dividend

“Continuous”

Payout

“Continuous”

Payout

Regular Dividend

Regular Dividend

Repurchase Program

Repurchase Program

Create/Build

Liquidity

Yes

No

Principle: Highest Return

Principle: Prudent

Balance Sheet

Management

Principle: Balanced

Shareholder Return

Yes

Yes

Are country hurdle rates met?

Organic Acquisition

Liquidity Adequate?

Yes

Capital Structure

Targets Achieved?

No

29

Prudent balance sheet management is board mandated

•

Remain conservatively capitalized

•

Debt to total capitalization below approximately 45%

•

Debt / EBITDA in the range of 3.0x to 3.5x

•

Board policy to maintain at least $100 million of liquidity through cash

and revolving credit availability at all times

•

Liquidity in the range of $200 to $250 million

•

Maintain Senior Unsecured BB (stable outlook) credit rating

•

Create more flexibility in capital structure for debt buyback and part of

capital allocation

30

Our new $375 million secured bank credit facility aligns well

with our financial strategy

•

$175 million 5-year revolver and $200 million 5-year term loan

•

$100 million accordion feature

•

Term loan proceeds was used to repay $230 million 6 1/8% senior

notes due 2013 on December 23, 2010; revolver for general

corporate purposes

•

Initial borrowing margin will be LIBOR + 2.50%

•

Reverse flexing to 2.375% after June 30, 2011 financials are provided to

lenders

•

Leverage ratio pricing grid not ratings driven

•

Additional indebtedness subject to financial ratios

•

Enhanced restricted payments capability for dividends and stock

repurchases

31

Total capitalization

$2.1 billion

(September 30, 2010)

$1.4 billion

Equity

Today’s Strong balance sheet and liquidity position

•

Cash on hand at September 30, 2010:  $108.5 million

•

YTD FY11 EBITDAR

1

of $137.4 million

•

Significant revolver borrowing capacity (~$135 million

undrawn after redeeming the 6 1/8% notes)

$721 million

Debt

Liquidity

1)

Earnings before interest, tax, depreciation, amortization and aircraft rental expense

2)

Reconciliation in Appendix.  Adjusted debt includes balance sheet debt, unfunded pension liability and NPV of helicopter leases

Capital Structure

•

$175 million, five-year revolver (Libor + 2.50%)

•

$200 million, five-year Term Loan

•

$350 million 7.5% senior notes due 2017

•

$115 million 3.0% convertible senior notes; first put in 2015

•

37 million shares of common stock

Leverage

•

Adjusted Debt to Total Capital 38.0%

2

as of September 30, 2010

•

Adjusted Debt to EBITDAR 2.13:1

2

32

Helicopter aftermarket provides cash and value for Bristow

•

Global aftermarket for excess helicopters helps balance supply and demand

in the oil and gas sector

•

Historically, Bristow has been successful in selling its non-core aircraft for

prices in excess of book value

•

From FY07 through FY10, Bristow sold 135 aircraft for ~$211 million in

proceeds

•

Bristow sold aircraft to ~ 30 different buyers, representing a number of different

sectors, including:

•

Air Medical

•

Police and Firefighting

•

Seismic Support

•

Logging

•

General Commercial

•

Training / Personal Use

•

The size and global nature of the helicopter market, the diversity of end users

and the high level of maintenance required by safety regulations

helps

maintain helicopter values and an active aftermarket

With the oil and gas sector comprising only 4% of the global helicopter

market, there has been liquidity for sale of our assets

33

Projected operating cash covers capex; over $500 million

available for growth and/or distribution to shareholders

78

100

1400

84

762

800

300

230

217

125

552

Projections based on five-year plan; actual financing choices will depend on evaluation of

available

options: subject to numerous conditions, uncertainties and risks, including operating performance,

industry conditions, management decisions regarding financing and use of funds and board approval

34

Our strategy…gaining altitude

•

Deliver on the Brand promise though the safest and most

valuable services

•

Create Discipline around capital allocation

•

Adhere to a prudent balance sheet management

philosophy-

always

•

Employ a robust return on capital employed and beyond

model for growth capital

Appendix A

Aircraft Information

36

Aircraft Fleet –

Medium and Large -

As of September 30,

2010

Next Generation Aircraft

Mature Aircraft Models

Medium capacity 12-16 passengers

Large capacity 18-25 passengers

Aircraft

Type

No. of PAX

Engine

Consl

Unconsl

Total

Ordered

Medium Helicopters

AW139

12

Twin Turbine

5

4

9

2

Bell 212

12

Twin Turbine

3

23

26

-

Bell 412

13

Twin Turbine

40

44

84

-

EC155

13

Twin Turbine

10

-

10

-

Sikorsky S-76 A/A++

12

Twin Turbine

21

10

31

-

Sikorsky S-76 C/C++

12

Twin Turbine

51

25

76

3

130

106

236

5

Large Helicopters

AS332L Super Puma

18

Twin Turbine

30

-

30

-

Bell 214ST

18

Twin Turbine

3

-

3

-

EC225

25

Twin Turbine

14

-

14

3

Mil MI 8

20

Twin Turbine

7

-

7

-

Sikorsky S-61

18

Twin Turbine

2

-

2

-

Sikorsky S-92

19

Twin Turbine

22

1

23

4

78

1

79

7

37

Aircraft Fleet –

Small, Training and Fixed

As of September 30, 2010 (continued)

Next Generation Aircraft

Mature Aircraft Models

Small capacity 4-7 passengers

Training capacity 2-6 passengers

Aircraft

Type

No. of PAX

Engine

Consl

Unconsl

Total

Ordered

Small Helicopters

Bell 206B

4

Turbine

2

2

4

-

Bell 206 L-3

6

Turbine

5

6

11

-

Bell 206 L-4

6

Turbine

31

2

33

-

Bell 407

6

Turbine

44

1

45

-

BK 117

7

Twin Turbine

2

-

2

-

BO-105

4

Twin Turbine

2

-

2

-

EC135

7

Twin Turbine

6

3

9

-

AS350

4

Turbine

-

36

36

-

Agusta 109

8

Twin Turbine

-

3

3

-

92

53

145

-

Training Helicopters

AS355

4

Twin Turbine

3

-

3

-

Bell 206B

6

Single Engine

9

-

9

-

Robinson R22

2

Piston

10

-

10

-

Robinson R44

2

Piston

2

-

2

-

Sikorsky 300CB/Cbi

2

Piston

51

-

51

-

Fixed Wing

1

-

1

-

76

-

76

-

-

Fixed Wing

3

39

42

-

Total

379

199

578

12

(1)

(1)

Signed

customer

contracts

are

in

place

for

seven

of

these

twelve

aircraft

as

of

September

30,

2010

Appendix B

Other Company Information

39

#2

#1

#1

#2

#1

#1

#2

#1*

#1*

#1*

#1

* Unconsolidated affiliate

#2

#1*

Leading market position

40

West Africa (WASBU)

Nigeria

•

Represents 19%* of

revenue

•

26% of operating

income in Q2 FY11

•

Operating margin

29.5% in Q2 FY11

•

Continues to be a high

margin business unit

•

Recent changes in the

competitive landscape

of the region make

operating results

unpredictable

Lagos

Escravos

Port Harcourt

Warri

Eket

Calabar

* For the three months ended September 30, 2010

41

Europe (EBU)

UK

Netherlands

Norway

Norwich

Aberdeen

Scasta

Stavanger

Den Helder

Bergen

Hammerfest

•

Represents 38%* of

revenue

•

33% of operating income in

Q2 FY11

•

Operating Margin 18.4% in

Q2 FY11

•

Slight increase in operating

margin for the Sept quarter

is a result of operating

expense decrease

•

Centralized operations

show first results of

improved cost efficiency

* For the three months ended September 30, 2010

42

Karratha

Exmouth

Learmonth

Varanus

Is

Barrow Is

Australia (AUSBU)

Australia

Perth

Dongara

Essendon

Tooradin

Broome

Truscott

Darwin

BDI provide support

to the Republic of

Singapore Air Force

Oakey

•

Represents 12%* of

revenue

•

9% of operating 

income in Q2 FY11

•

Operating margin

16.3% in Q2 FY11

•

Negotiations completed

with the pilot’s union

•

Minor decline in

operating margin is due

to increase in salaries

and benefits

•

Introduction of new

aircraft results in

change in revenue mix

* For the three months ended September 30, 2010

43

North America (NABU)

•

Represents 18%* of

revenue

•

14% of operating

income in Q2 FY11

•

Operating margin

16.1% in Q2 FY11

•

Additional work from

BP in support of the

spill control resulted in

6% operating margin

increase

•

Drilling Moratorium was

lifted on October 13,

2010

* For the three months ended September 30, 2010

44

Other International (OIBU)

•

OIBU represents 12%* of revenue

for the quarter

•

17% of operating income in Q2 FY11

•

Operating margin 30.6% in Q2 FY11

•

Brazil –

Lider: expecting start up of

new contracts

•

Recent contract awards coming on

full force

•

Focused on improving business

performance in Trinidad

Consolidated in OIBU

Unconsolidated Affiliate

* For the three months ended September 30, 2010

45

EBITDA and EBITDAR Reconciliations

($ in millions)

2000

2001

2002

2003

2004

Income from continuing operations

$8.8

$27.9

$42.5

$40.3

$49.6

Income tax expense

3.8

13.3

19.1

17.5

18.5

Interest expense

18.5

18.4

15.8

14.9

16.8

Depreciation and amortization

32.0

33.1

33.9

37.5

39.4

  EBITDA Subtotal

63.1

92.7

111.4

110.2

124.3

Aircraft rental expense

–

–

–

–

–

EBITDAR

$63.1

$92.7

$111.4

$110.2

$124.3

($ in millions)

2005

2006

2007

2008

2009

2010

Income from continuing operations

$49.2

$54.5

$72.5

$107.7

$125.5

$113.5

Income tax expense

$20.4

$14.7

$38.8

$44.5

$50.5

$29.0

Interest expense

$15.7

$14.7

$10.9

$23.8

$35.1

$42.4

Depreciation and amortization

40.5

42.1

42.5

54.1

65.5

74.7

  EBITDA Subtotal

125.8

125.9

164.7

230.1

276.7

259.6

Aircraft rental expense

–

2.1

6.3

6.3

8.2

8.5

EBITDAR

$125.8

$128.0

$171.0

$236.4

$284.9

$268.1

March 31,

March 31,

($ in millions)

YTD FY10

YTD FY11

Income from continuing operations

$57.7

$59.8

Income tax expense

20.7

11.9

Interest expense

20.7

22.4

Depreciation and amortization

36.7

40.3

  EBITDA Subtotal

135.8

134.4

Aircraft rental expense

4.9

3.0

EBITDAR

$140.7

$137.4

September 30,

46

Leverage Reconciliation

Debt

Investment

Capital

Leverage

(a)

(b)

(c)  = (a) + (b)

(a) / (c)

As of September, 2010

720.6

$      

1,432.6

$     

2,153.2

$         

33.5%

Adjust for:

Unfunded Pension Liability

112.6

112.6

NPV of GE and Norsk Lease Obligations

43.5

43.5

Adjusted

876.7

$      

(d)

1,432.6

$     

2,309.3

$         

38.0%

Calculation of debt to EBITDAR multiple

EBITDAR:

FY 2011

274.8

$      

(e)

Annualized

366.4

$      

= (d) / (e)

2.13 : 1