Bristow Group Inc. Annual Report 2014

FY2014 Annual Report · Bristow Group Inc.

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Bristow Group Inc.
2103 City West Boulevard, 4th Floor
Houston, TX 77042
Telephone: 713.267.7600
Fax: 713.267.7620
bristowgroup.com

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CONTINUING THE LEGACY

2014 ANNUAL REPORT

G-OBRS
G-OBRS

G - E A S T

G-MCGL

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6/10/14 11:17 AM

“ We begin and end each and every day at
Bristow focusing on the safety of our passengers
and employees, whether it is on the shop ﬂoor,
in the crew ready room, in the workshops, on
the ﬂight deck or in the ofﬁce.”

B O A R D O F D I R E C T O R S

My Fellow Shareholders:

Fiscal year 2014 was a year of change for Bristow, and despite the

challenges facing our company and our industry, we are proud to

say that once again we delivered on the promises that we made to

our customers, shareholders and employees.

Safety Remains Our Top Priority

We begin and end each and every day at Bristow focusing on the

safety of our passengers and employees, whether it is on the shop

ﬂoor, in the crew ready room, in the workshops, on the ﬂight deck

AIR ACCIDENT RATE*
PER 100,000 FLIGHT HOURS

* Includes commercial operations only

past few years have paid off. Our philosophy of prudent balance

Heliservices Ltd, FB Leasing Ltd and FBS Ltd to a Cobham plc afﬁliate

sheet management has enabled Bristow to continue making the

for $112.2 million, resulting in a pretax gain on sale of $103.9 million.

investments we need to grow, while still maintaining the resources

In February 2014, BHL announced it had acquired a 60

needed to weather difﬁcult market conditions and take advantage

percent interest in privately owned Eastern Airways International

of opportunities in the future. Our ﬁscal year 2014 ﬁnancial

Ltd in the UK for cash of £27 million (US $44 million). Combining

performance includes:

Bristow and Eastern Airways operations into a single logistics

• GAAP earnings per share of $5.09, up more than 42.6 percent

From left to right: Ian A. Godden, Michael A. Flick, Mathew Masters, Lori A. Gobillot, Jonathan E. Baliff, William E. Chiles,

provider offers a cost-effective, single-source solution to our

over ﬁscal 2013

Thomas C. Knudson, Stephen A. King, Bruce H. Stover, Stephen J. Cannon, Thomas N. Amonett

customers in the UK offshore oil and gas industry.

• Adjusted earnings per share of $4.45, compared with $3.78 a

The operating environment for our North America Business Unit

year ago

over the past few years has been challenging, which ultimately

or in the ofﬁce. Every employee, passenger and contractor has the

ensuring that we have an effective Safety Management System

• Bristow Value Added (BVA) of $64.7 million, up $42.0 million

resulted in our making the difﬁcult decision to exit the Alaska market.

authority and responsibility to stop any operation if they feel that

and provide proactive industry leadership in safety in accordance

over ﬁscal 2013

During ﬁscal year 2014, we sold 28 small aircraft that had been

something is wrong or they see something that is out of place. We

with our Target Zero Culture of Safety.

• Increase in Large Aircraft Equivalent (LACE) rate to $9.34

operating in this business unit for net proceeds of $36.3 million.

do this because it is the right thing to do, based on a fundamental

This past year, Bristow, Avincis Group (Bond) and CHC

million, compared with $8.35 million a year ago

CORPORATE INFORMATION

As a result of our strong overall ﬁnancial performance in ﬁscal

human responsibility to deliver everyone to work and back home

Helicopters announced the formation of a Joint Operators’ Review

safely and in good health. We are absolutely committed to Target

(JOR) to take a comprehensive look at the industry’s operations

Zero in everything we do every single day.

and safety practices. Our commitment to improving the safety

For the ﬁscal year ended March 31, 2014, for global operations

of the offshore helicopter transport industry will take signiﬁcant

(excluding Bristow Academy and Corporate) our Air Accident Rate

effort, but by working together, we will be able to help the industry

(AAR) was 0.00; Lost Work Case (LWC) rate was 0.22; and Total

operate at the highest possible level of safety.

Recordable Incident Rate (TRIR) was 0.26.

To that end, Bristow and our largest industry peers are forming

We achieved a number of safety-related milestones and several

an international offshore helicopter association from the JOR. It

employees were recognized for outstanding performance this past

is a non-proﬁt association dedicated to advancing safety in the

year. One example is our centralized major maintenance division,

offshore helicopter transport industry by identifying and promoting

which reached a Target Zero milestone when it passed 1,431 days

best practices, establishing industry-wide safety protocols and

since the last reportable accident and 1,683 days without a LWC

providing opportunities for members to share their collective

as of March 31, 2014.

experience and wisdom.

In October 2013, we welcomed Steve Predmore to our

Bristow management team as Vice President and Chief Safety

Financial Strength That Is Second to None in the Industry

Ofﬁcer. Steve leads the implementation and continuous

Our efforts to achieve growth and consistency in our ﬁnancial

improvement of our safety culture, policies and procedures,

performance and a balanced capital return for shareholders in the

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All told, after spending a record $628.6 million in capital

Corporate Ofﬁce
Bristow Group Inc.
investment in ﬁscal year 2014, Bristow still ended the year with
2103 City West Boulevard, 4th Floor
Houston, TX 77042
Telephone: 713.267.7600
Fax: 713.267.7620
bristowgroup.com

Key developments in ﬁscal year 2014 included the sale by Bristow

more than $529.9 million of liquidity.

Helicopters Ltd (BHL) in July 2013 of its 50 percent interest in FB

2014 and our prospects for continuing strong performance in

Common Stock Information
The company’s NYSE symbol is BRS

the future, the Bristow Board of Directors approved a 28 percent

increase in May 2014 to our quarterly dividend to $0.32 per

share, which is more than double the ﬁrst quarterly dividend paid

Investor Information
Additional information on the company
is available at our web site,
bristowgroup.com

to shareholders in June 2011.

Auditors
KPMG LLP

Transfer Agent
Computershare
P.O. Box 30170
College Station, TX 77842
computershare.com

ADJUSTED EBITDAR* BY OPERATIONAL AREA
FISCAL YEAR 2014

* excludes corporate and other

EARNINGS PER SHARE ADJUSTED FOR
SPECIAL ITEMS AND AIRCRAFT SALES

6/11/14 6:47 PM

past few years have paid off. Our philosophy of prudent balance

Heliservices Ltd, FB Leasing Ltd and FBS Ltd to a Cobham plc afﬁliate

sheet management has enabled Bristow to continue making the

for $112.2 million, resulting in a pretax gain on sale of $103.9 million.

investments we need to grow, while still maintaining the resources

In February 2014, BHL announced it had acquired a 60

needed to weather difﬁcult market conditions and take advantage

percent interest in privately owned Eastern Airways International

of opportunities in the future. Our ﬁscal year 2014 ﬁnancial

Ltd in the UK for cash of £27 million (US $44 million). Combining

performance includes:

Bristow and Eastern Airways operations into a single logistics

• GAAP earnings per share of $5.09, up more than 42.6 percent

provider offers a cost-effective, single-source solution to our

over ﬁscal 2013

customers in the UK offshore oil and gas industry.

• Adjusted earnings per share of $4.45, compared with $3.78 a

The operating environment for our North America Business Unit

year ago

over the past few years has been challenging, which ultimately

• Bristow Value Added (BVA) of $64.7 million, up $42.0 million

resulted in our making the difﬁcult decision to exit the Alaska market.

over ﬁscal 2013

During ﬁscal year 2014, we sold 28 small aircraft that had been

• Increase in Large Aircraft Equivalent (LACE) rate to $9.34

operating in this business unit for net proceeds of $36.3 million.

million, compared with $8.35 million a year ago

As a result of our strong overall ﬁnancial performance in ﬁscal

All told, after spending a record $628.6 million in capital

2014 and our prospects for continuing strong performance in

investment in ﬁscal year 2014, Bristow still ended the year with

the future, the Bristow Board of Directors approved a 28 percent

more than $529.9 million of liquidity.

increase in May 2014 to our quarterly dividend to $0.32 per

Key developments in ﬁscal year 2014 included the sale by Bristow

share, which is more than double the ﬁrst quarterly dividend paid

Helicopters Ltd (BHL) in July 2013 of its 50 percent interest in FB

to shareholders in June 2011.

ADJUSTED EBITDAR* BY OPERATIONAL AREA
FISCAL YEAR 2014

* excludes corporate and other

EARNINGS PER SHARE ADJUSTED FOR
SPECIAL ITEMS AND AIRCRAFT SALES

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Further, the Board demonstrated its continued commitment to

This past year saw our UK Search and Rescue (SAR) contract

returning value to shareholders by repurchasing nearly 1.3 million

recommence with the initiation of Gap SAR services on behalf

shares for approximately $95 million under our share buyback

of the Maritime & Coastguard Agency (MCA) from Sumburgh

program from December 1, 2013, through May 30, 2014.

on June 1, 2013, and Stornoway on July 1, 2013. Since initial

Our commitment to both growth and total shareholder return

contract start-up through March 31, 2014, our SAR team has

separates us from our competition, making us the leader in our

conducted 233 missions and rescued and/or assisted 205

industry in terms of enhancing shareholder value.

people. Independent audits have taken place to rate how Bristow

Operational Excellence in Our Key Markets

The audit reports have been positive, which is a testament to the

is progressing with the work done to date on the SAR project.

Throughout this past ﬁscal year, we focused on delivering superior

diligent efforts of our employees.

customer service, ensuring consistency in execution and achieving

Operational Excellence. Through these efforts, Bristow won a

Operational Excellence and Operations Transformation

number of signiﬁcant long-term client contracts in ﬁscal year 2014,

As part of its commitment to Operational Excellence, Bristow

including a new contract in Tanzania that represents our ﬁrst

formed a Transformation Ofﬁce headed by Vice President and

signiﬁcant entry into East Africa. This contract is for a minimum

Chief Technical Ofﬁcer John Cloggie to lead these efforts. The

of 27 months with extension options for two years. In Norway, a

ﬁrst major Operations Transformation projects currently under

contract with a major client was renewed starting January 2014

way focus on improving our business processes through two

through December 2018, with an option for seven years. This follows

new enterprise applications, eFlight and SAP. eFlight is already

four other contracts with three different customers in Europe, each

operational in Trinidad and is slated to deploy next in Norway,

more than ﬁve years in duration. We were awarded one of our

while SAP is expected to go live this fall.

longest term contracts in the Gulf of Mexico, starting June 1, 2014,

As part of its Operations Transformation, Bristow also

for a minimum of three years with extension options for two years.

is pursuing its strategy for ﬂeet management to reduce

Securing longer term contracts is a key focus of our commercial

complexity and cost, and achieve a more comprehensive level

organization as we strive to provide even greater stability and

of standardization. We were able to reduce the total number of

consistency in delivering exceptional customer service and results.

different ﬂeet and sub-ﬂeet types from 28 to currently 23 rotary-

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wing types in our commercial operations, and through a measured

Retirement and Transition

ﬂeet consolidation process, we plan to bring that number down to

Looking back on my past ten years at Bristow, I feel great

approximately eight types over the next ﬁve years.

satisfaction with how we faced our challenges and achieved

The return to service of Bristow’s EC225 ﬂeet is proceeding

success. Our passionate commitment to safety and Operational

according to plan. Fifteen out of 20 of our EC225 aircraft returned

Excellence, to ﬁnancial strength and BVA discipline, and to our

to revenue service as of March 31, 2014, with all projected to be

proven focus on innovation and the customer have set us apart in

on revenue service in the ﬁrst half of ﬁscal year 2015.

the industry. Every employee has contributed to our success, and

it will continue to be that way under the leadership of Jonathan

Bristow Uplift: Serving Others

Baliff, who succeeds me as Chief Executive Ofﬁcer.

“You make a living by what you get, but you make a life by what

We have accomplished a tremendous amount over the past

you give.” Those words by Winston Churchill echo in the heart

few years, but we have plenty of room to grow. I am conﬁdent that

of the Bristow Uplift program and its global volunteer network.

Jonathan and the entire Bristow team will build on the strong base

Bristow employees not only donated their time, but also made

we have in place for the beneﬁt of our customers, employees and

their own ﬁnancial commitments to improve the communities in

shareholders in the years ahead.

which they live and work.

Thank you for your conﬁdence in Bristow, and above all, be safe.

Bristow Uplift contributed to organizations that support disabled

or disadvantaged children, women and families in crisis, as well as

Sincerely,

hosting global R U OK? employee events. At our locations around the

globe, employees organized and participated in food and gift drives,

wore pink, grew mustaches while raising money for cancer, collected

toys, delivered meals, ran races, built playgrounds and entertained

children in local hospitals. In addition to these initiatives, Bristow also

William E. Chiles

supported communities through the Bristow Uplift large gift giving

Chief Executive Ofﬁcer

program, awarding a total of $382,000 in ﬁscal year 2014.

Bristow Group Inc.

“ Our passionate commitment to safety and
Operational Excellence, to ﬁnancial strength and BVA
discipline, and to our proven focus on innovation
and the customer have set us apart in the industry.”

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6/10/14 11:16 AM

Dear Shareholders:

He will continue to play an important role

With Jonathan at the helm and

Bill Chiles has had a tremendous impact

at Bristow over the next couple of years,

surrounded by our extremely talented

on Bristow during his time as Chief

as he helps establish a new, non-proﬁt

senior management team and employees,

Executive Ofﬁcer, making contributions

organization dedicated to improving safety

the Board of Directors and I are conﬁdent

at every level of the company while

in the offshore helicopter transport industry.

that Bristow will continue to be a leader

spearheading a number of initiatives that

Bill will be succeeded by Jonathan

in industry safety, execute our strategic

have led to our impressive growth over the

Baliff, our Chief Financial Ofﬁcer, who is

plans and drive our ongoing growth for

years. His exceptional leadership of this

an experienced executive with a unique

years to come.

company has been instrumental in setting

combination of critical attributes that

a very strong tone at the top, delivering

makes him the ideal choice to ensure

excellent performance for the beneﬁt of

that Bristow continues to grow while also

our shareholders, creating a collaborative

maintaining its unwavering commitment

Thomas C. Knudson

culture and making Bristow the safe, ethical

to safety, Operational Excellence and

Chairman of the Board of Directors

and ﬁscally strong company that it is today.

customer service.

Bristow Group Inc.

Jonathan E. Baliff, William E. Chiles, Thomas C. Knudson

Dear Shareholders:

the Target Zero Culture of Safety from top

it is critical that we maintain our focus on

I am both honored and humbled to be

to bottom at Bristow.

our core values and furthering our mission

named the next President and Chief

I am fortunate to have such an

to provide the safest and most efﬁcient

Executive Ofﬁcer of Bristow and be

exceptionally strong senior management

helicopter services as we partner with our

given the opportunity to lead this great

team, an experienced and supportive Board

customers to meet their aviation needs.

company in the years ahead. I share Bill’s

of Directors and a passionate and talented

unwavering commitment to safety and

employee team here at Bristow. By focusing

thank him for making this an integral part

on what we do best, we can continue our

of Bristow’s culture.

thoughtful expansion across the globe,

Jonathan E. Baliff

I have the utmost respect for

working to thrive and, ultimately, generate

President

everything Bill, the Board of Directors, our

outstanding long-term shareholder value.

Bristow Group Inc.

management team and employees have

We have many important goals to

accomplished, in particular for establishing

accomplish over the next few years, but

20145144 Nar.indd 6

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BRISTOW GROUP INC.

2103 CITY WEST BLVD., 4TH FLOOR
HOUSTON, TEXAS 77042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Bristow Group Inc. (the “Company”) will be held at the Company’s corporate
headquarters located at 2103 City West Boulevard, 4th Floor, Houston, Texas 77042 on July 31, 2014, at 8:00 a.m. for the following
purposes:

1. To elect as directors the nominees named in this proxy statement to serve until the next Annual Meeting of Stockholders and

until their successors are chosen and have qualified;

2. To approve on an advisory basis the Company’s executive compensation; and

3. To approve and ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 31,

2015.

Our stockholders may also transact such other business at the Annual Meeting of Stockholders as may properly come before the
meeting and any postponements or adjournments thereof. Our Board of Directors has fixed the close of business on June 12, 2014, as
the record date for determination of stockholders entitled to notice of and to vote at the meeting.

We are furnishing proxy materials to our stockholders using the U.S. Securities and Exchange Commission (“SEC”) rule that
allows companies to furnish their proxy materials over the Internet. As a result, on June 20, 2014, we are mailing to many of our
stockholders a Notice of Internet Availability of Proxy Materials (“E-Proxy Notice”) instead of a paper copy of this Proxy Statement
and our Fiscal Year 2014 Annual Report. The E-Proxy Notice contains instructions on how to access our 2014 Proxy Statement and
Fiscal Year 2014 Annual Report over the Internet. The E-Proxy Notice also provides instructions on how you can request a paper
copy of proxy materials, including this Proxy Statement, our Fiscal Year 2014 Annual Report and a form of proxy card. All
stockholders who do not receive an E-Proxy Notice, including the stockholders who have previously requested to receive paper copies
of proxy materials, will receive a paper copy of the proxy materials by mail unless these stockholders have previously requested
delivery of proxy materials electronically. If you received your annual materials via e-mail in accordance with your previous request,
the e-mail contains voting instructions and links to the Proxy Statement and Annual Report on the Internet.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF
STOCKHOLDERS, WE HOPE YOU WILL VOTE AS SOON AS POSSIBLE. YOU MAY VOTE BY PROXY OVER THE
INTERNET, OR, IF YOU RECEIVED PAPER COPIES OF THE PROXY MATERIALS BY MAIL, YOU CAN VOTE BY MAIL,
TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.

By Order of our Board of Directors

E. Chipman Earle
Senior Vice President, Chief Legal Officer
and Corporate Secretary

Houston, Texas
June 20, 2014

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Page

GENERAL INFORMATION .................................................................................................................................................................... 1
CORPORATE GOVERNANCE ............................................................................................................................................................... 4
COMMITTEES OF THE BOARD OF DIRECTORS ............................................................................................................................... 9
ITEM 1 - ELECTION OF DIRECTORS ............................................................................................................................................ 11
EXECUTIVE OFFICERS OF THE REGISTRANT ............................................................................................................................... 17
SECURITIES OWNERSHIP ................................................................................................................................................................... 19
COMPENSATION DISCUSSION AND ANALYSIS ............................................................................................................................ 22
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ........................................................................... 41
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION ........................................................................................................... 42
EQUITY COMPENSATION PLAN INFORMATION .......................................................................................................................... 53
ITEM 2 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ................................................................................... 54
AUDIT COMMITTEE REPORT ............................................................................................................................................................ 55
ITEM 3 - APPROVAL AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS ..................................... 56
OTHER MATTERS ................................................................................................................................................................................ 58
Item 1 ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT AS DIRECTORS .................................. 58
Item 2 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION .................................................................................. 59
Item 3 APPROVAL AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS ....................................... 59

Why did I receive this Proxy Statement?

GENERAL INFORMATION

The Board of Directors of Bristow Group Inc. (the “Company” or “we,” “us” or “our”) is soliciting proxies to be voted at the
Annual Meeting of Stockholders (“Annual Meeting”) to be held on July 31, 2014, and at any adjournment of the Annual Meeting.
When the Company asks for your proxy, we must provide you with a proxy statement that contains certain information specified by
law. This proxy statement and the related proxy card were made available to stockholders on approximately June 20, 2014. All
proxies in the form provided by the Company that are properly executed and returned to us prior to the Annual Meeting will be voted
at the Annual Meeting, and any adjournments thereof, as specified by the stockholders in the proxy or, if not specified, as set forth in
this proxy statement.

What will the stockholders vote on at the Annual Meeting?

The stockholders will vote on the following:

election of the nominees named in this proxy statement as directors;

advisory approval of executive compensation; and

approval and ratification of the Company’s independent auditors.

Will there be any other items of business on the agenda?

We do not expect that any other items of business will be considered because the deadlines for stockholder proposals and
nominations have already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary
authority to the persons named on the proxy with respect to any other matters that might be brought before the meeting. Those persons
intend to vote that proxy in accordance with their best judgment.

Who is entitled to vote?

Stockholders as of the close of business on June 12, 2014 (the “Record Date”) may vote at the Annual Meeting. You have one
vote for each share of common stock you held on the Record Date. As of the Record Date, we had 35,572,337 shares of common stock
outstanding.

How many votes are required for the approval of each item?

Each nominee for director receiving more votes cast for than against his or her election or re-election will be elected. In the event
a nominee fails to receive more votes cast for than against his or her election or re-election, the Board will take action within 90 days
of the stockholder vote to either accept or reject the letter of resignation submitted by such nominee. Abstentions and instructions to
withhold authority to vote for one or more of the nominees and broker nonvotes (as defined below) will result in those nominees
receiving fewer votes but will not count as votes “against” a nominee.

The approval of the Company’s executive compensation, on a non-binding advisory basis, requires the affirmative vote of a

majority of votes cast on this proposal. Abstentions and broker nonvotes will not count either for or against the proposal.

The approval of KPMG LLP (“KPMG”) as the Company’s independent auditors for the fiscal year ending March 31, 2015 will
be ratified if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions and broker nonvotes will not count
either for or against the proposal.

What are “broker nonvotes”?

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker
instructions, your shares must be voted as you direct. If you do not give instructions, one of two things can happen depending on the
type of proposal. For “routine” proposals, including the approval and ratification of the Company’s independent auditors, the broker
may vote your shares at its discretion. But for “non-routine” proposals, including the election of directors and the advisory approval
of executive compensation, the broker may not vote your shares at all. When that happens, it is called a “broker nonvote.” Broker

nonvotes are counted in determining the presence of a quorum at the Annual Meeting, but they are not counted for purposes of
calculating the votes cast on particular matters considered at the Annual Meeting.

Will my broker vote my shares for me on the election of Directors?

Your broker will not be able to vote your shares with respect to the election of directors if you have not provided directions to

your broker. Therefore, it is very important that you vote your shares for all proposals, including the election of directors.

Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the
proxy materials?

We are pleased to be distributing our proxy materials again to certain stockholders via the Internet under the “notice and access”
approach permitted by the rules of the SEC. As a result, we are mailing to many of our stockholders an E-Proxy Notice about the
Internet availability of the proxy materials instead of a full paper copy of the proxy materials. This approach conserves natural
resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the
materials and voting. All stockholders receiving the E-Proxy Notice will have the ability to access the proxy materials over the
Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials
over the Internet or to request a paper copy may be found in the E-Proxy Notice. In addition, the E-Proxy Notice contains instructions
on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis.

How can I access the proxy materials over the Internet?

Your E-Proxy Notice about the Internet availability of the proxy materials or proxy card will contain instructions on how to:

View our proxy materials for the Annual Meeting on the Internet; and

Instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials are also available on our website at www.bristowgroup.com.

Your E-Proxy Notice or proxy card will contain instructions on how you may request to access proxy materials electronically on
an ongoing basis. Choosing to access your future proxy materials electronically will reduce the costs of printing and distributing our
proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a
link to the website where our proxy materials are available and a link to the proxy voting website. Your election to access proxy
materials by e-mail will remain in effect until terminated by you.

How do I vote by proxy?

If you are a stockholder of record, you may vote your proxy by marking your proxy card to reflect your vote, signing and dating
each proxy card you receive and returning each proxy card in the enclosed self-addressed envelope. The shares represented by your
proxy will be voted according to the instructions you give on your proxy card. In addition, you may vote your shares by telephone or
via the Internet by following the instructions provided on the E-Proxy Notice or proxy card.

How do I revoke my proxy?

You have the right to revoke your proxy at any time before the meeting by notifying our Secretary in writing or by delivering a

later-dated proxy. If you are a stockholder of record, you may also revoke your proxy by voting in person at the meeting.

How do I vote in person?

If you are a stockholder of record, you may vote your shares in person at the meeting. However, we encourage you to vote by

proxy card, even if you plan to attend the meeting.

How do I submit a stockholder proposal or nominate a director for the Annual Meeting?

Rule 14a-8(e) under the Securities Exchange Act of 1934 provides that, if a stockholder wishes to have a proposal considered for
inclusion in next year’s proxy statement, he or she must submit the proposal in writing so that we receive it by February 20, 2015,
which is the 120th calendar day before the anniversary of the date of this proxy statement. However, if the date of next year’s Annual
Meeting is more than 30 days from the first anniversary of this year’s Annual Meeting, notice is required a reasonable period of time

before we print and mail our proxy materials. We will notify you of this deadline in a Quarterly Report on Form 10-Q or in another
communication to you. Proposals should be addressed to our Secretary, 2103 City West Blvd., 4th Floor, Houston, Texas 77042. In
addition, our bylaws provide that any stockholder wishing to nominate a candidate for director or to propose any other business at next
year’s Annual Meeting must give us written notice not earlier than the close of business on April 2, 2015, and not later than the close
of business on May 2, 2015, which are the 120th day prior to and the 90th day prior to the first anniversary of this year’s Annual
Meeting. However, if the date of the Annual Meeting is more than 30 days before or more than 60 days after such anniversary date,
notice is required not earlier than 120 days prior to the Annual Meeting and not later than the later of 90 days prior to the Annual
Meeting or the 10th day after publicly disclosing the meeting date.

Our bylaws require that a nominee for election as a director must deliver to our Secretary an irrevocable letter of resignation
pursuant to our majority vote policy described in more detail below as well as a written questionnaire with respect to the background
and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made,
together with specified written representations concerning voting agreements, arrangements with parties other than the Company and
compliance with the citizenship provisions of our bylaws and other governance matters, as set forth in our bylaws.

In addition, stockholders seeking to submit a nomination or proposal for consideration at a meeting of stockholders are required
to provide additional detailed information with respect to their record and beneficial ownership of the Company’s stock, as well as
information regarding the nominees or other business the stockholder proposes to bring before a meeting of the stockholders. Copies
of the bylaws are available to stockholders free of charge upon request to our Secretary.

Corporate Governance Guidelines

CORPORATE GOVERNANCE

Our Board of Directors (or, our “Board”) has adopted Corporate Governance Guidelines that govern the structure and
functioning of our Board and set out our Board’s policies on a number of governance issues. A copy of our Corporate Governance
Guidelines is posted on our website, www.bristowgroup.com, under the “Governance” caption.

Director Independence

Our Corporate Governance Guidelines require that a substantial majority of our Board consist of independent directors. In
general, the Corporate Governance Guidelines require that an independent director must have no material relationship with the
Company, directly or indirectly, except as a director. Our Board determines independence on the basis of the standards specified by
the New York Stock Exchange (the “NYSE”) and other facts and circumstances our Board considers relevant.

Our Board has reviewed any business transactions and charitable relationships between the Company and each director standing
for election to determine compliance with the categorical standards described above and to evaluate whether there are any other facts
or circumstances that might impair the independence of a director. In making this determination, our Board considered that directors
Mathew Masters and Stephen A. King are directors and executive officers of Caledonia Investments plc (“Caledonia”) and were
designated by Caledonia to our Board pursuant to a Master Agreement dated December 12, 1996 among the Company, a predecessor
in interest to Caledonia and certain other persons in connection with our acquisition of 49% of and other substantial interests in
Bristow Aviation Holdings Limited (“Bristow Aviation”). In connection with such transaction, we and Caledonia also entered into a
Put/Call Agreement whereunder, upon giving specified prior notice, we have the right to buy all the Bristow Aviation shares held by
Caledonia, who, in turn, has the right to sell such shares to us. Beginning in September 2004, the Company began paying to
Caledonia the amount of guaranteed return on the put/call on a quarterly basis. In fiscal year 2014, the Company paid to Caledonia
$0.1 million representing the amount due for the period from April 1, 2013 to March 31, 2014. According to its most recent
Form 13F filed with the SEC on April 15, 2014, Caledonia was the direct beneficial owner of 1,615,227 shares of our common stock
as of March 31, 2014, representing approximately 4.52% of our shares outstanding on such date. Our Board determined that Messrs.
Masters and King do not have a material relationship with the Company due to their affiliation with Caledonia because, consistent
with principles in NYSE listing standards, our Board does not view ownership of even a significant amount of stock, by itself, as a bar
to an independence finding. Further, Messrs. Masters and King disclaim beneficial ownership of the common stock owned by
Caledonia. Based on its review, our Board has determined that Ms. Gobillot and Messrs. Amonett, Cannon, Flick, Godden, King,
Knudson, Masters and Stover are independent.

Term of Office; Mandatory Retirement

All of our directors stand for election at each Annual Meeting.

Under our Corporate Governance Guidelines:

directors will resign from our Board effective at the Annual Meeting of Stockholders following their 75th birthday, unless

two-thirds of the members of our Board (with no independent director dissenting) determine otherwise;

employee directors will resign from our Board when they retire, resign or otherwise cease to be employed by the

Company; and

a non-employee director who retires or changes his or her principal job responsibilities will offer to resign from our Board
and the Governance and Nominating Committee of our Board will assess the situation and recommend to the full Board
whether to accept the resignation.

Under our bylaws, the Board shall nominate only those candidates for election or re-election to our Board who have submitted
an irrevocable letter of resignation which would be effective upon and only in the event that (i) in an Uncontested Election such
nominee fails to receive more votes cast for than against his or her election or re-election and (ii) the Board accepts this resignation
following such failure.

Executive Sessions

The Company’s Corporate Governance Guidelines provide that, at least twice a year, at regularly scheduled meetings, the
Company’s non-management directors shall meet in executive session without any management participation. In addition, if any of
the non-management directors are not independent under the applicable rules of the NYSE, then independent directors will meet
separately at least once a year. Normally, the Chairman of our Board will preside at executive sessions, but, if the roles of Chairman
and Chief Executive Officer are combined, the non-management directors will select another director to serve as Lead Director to
preside at such sessions. If an additional meeting of independent non-management directors is necessary, and the Chairman of our
Board is not independent, then one of the independent non-management directors will be selected as Lead Director to preside at that
meeting. In either case, the Lead Director of any such meeting will be, in rotation, the current chairman of one of the committees of
our Board required to be composed solely of independent directors, in the following order: Audit, Compensation, and Governance and
Nominating Committees.

Code of Ethics and Business Conduct

Our Board has adopted a Code of Business Integrity for directors and employees (our “Code”). Our Code applies to all
directors and employees, including the chief executive officer, the chief financial officer, and all senior financial officers. Our Code
covers topics including, but not limited to, conflicts of interest, insider trading, competition and fair dealing, discrimination
and harassment, confidentiality, compliance procedures and employee complaint procedures. Our Code is posted on our website,
www.bristowgroup.com, under the “About Us—Vision, Mission, Values—Code of Business Integrity” caption.

The Governance and Nominating Committee will review any issues under our Code involving an executive officer or director
and will report its findings to the full Board. Only in special circumstances will our Board consider granting a waiver to any provision
of our Code, and any waiver will be promptly disclosed.

Director Selection

Our Board has adopted criteria for the selection of directors that describe the qualifications the Governance and Nominating

Committee must evaluate and consider with respect to director candidates. Such criteria include the following:

Experience serving as chief executive officer or other senior corporate executive,

International business experience,

Energy or oilfield service company experience,

Aviation or logistics management experience, and

Finance, accounting, legal or banking experience.

These criteria are included in the Corporate Governance Guidelines which are posted on our website. Although our Board does
not have a formal diversity policy, the Nominating and Corporate Governance Committee, when assessing the qualifications of
prospective nominees to our Board, takes into account our Board’s desire to have an appropriate mix of backgrounds and skills. Each
nominee’s personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be
an effective board member, and commitment to acting in the best interests of the Company and our stockholders, are also factors. Our
Board does not select director nominees on the basis of race, color, gender, national origin, marital status or religious affiliation.

The Governance and Nominating Committee believes that each of the nominees for director has attributes that are important to
an effective board, including integrity and demonstrated high ethical standards, sound judgment, analytical skills, the ability to engage
management and each other in a constructive and collaborative fashion and the commitment to devote significant time and energy to
service on our Board and its committees. In addition, when considering each of the nominees for director, the committee reviewed
their overall level of expertise and experience in their respective professions, which is described in the director biographies herein.
The Governance and Nominating Committee found that each of the nominees has the skills and experience that is particularly relevant
to the Company’s business, as outlined below:

Senior
Corporate
Executive
Experience
√
√
√
√
√
√
√
√
√
√

International
Business
Experience

Energy or Oilfield
Service Company
Experience

Aviation or
Logistics
Management
Experience

√
√
√

√
√
√
√
√
√

√
√

√

√
√

√

Finance,
Accounting, Legal
or Banking
Experience
√
√
√
√
√
√
√

√

Thomas N. Amonett
Jonathan E. Baliff
Stephen J. Cannon
Michael A. Flick
Lori A. Gobillot
Ian A. Godden
Stephen A. King
Thomas C. Knudson
Mathew Masters
Bruce H. Stover

The Governance and Nominating Committee proposes nominees for director and acts pursuant to its charter, which is posted on
our website, www.bristowgroup.com, under the “Governance” caption. It is the policy of the Governance and Nominating Committee
to consider director candidates recommended by our employees, directors, stockholders, and others, including search firms. The
Governance and Nominating Committee has sole authority to retain and terminate any search firm used to identify candidates for
director and has sole authority to approve the search firm’s fees and other retention terms.

If a stockholder wishes to recommend a director for nomination, he or she should follow the procedures set forth below for
nominations to be made directly by a stockholder. In addition, the stockholder should provide such other information as such
stockholder may deem relevant to the Governance and Nominating Committee’s evaluation. All recommendations, regardless of the
source of identification, are evaluated on the same basis as candidates recommended by our directors, chief executive officer, other
executive officers, third-party search firms or other sources.

Our bylaws permit stockholders to nominate directors for election at an annual stockholders meeting regardless of whether such
nominee is submitted to and evaluated by the Governance and Nominating Committee. To nominate a director using this process, the
stockholder must follow procedures set forth in our bylaws. Those procedures require a stockholder wishing to nominate a candidate
for director at next year’s Annual Meeting to give us written notice not earlier than the close of business on the 120th day prior to the
anniversary date of the immediately preceding Annual Meeting and not later than the close of business on the 90th day prior to the
anniversary date of the immediately preceding Annual Meeting. However, if the date of the Annual Meeting is more than 30 days
before or more than 60 days after such anniversary date, notice is required not earlier than 120 days prior to the Annual Meeting and
not later than the later of 90 days prior to the Annual Meeting or the 10th day after we publicly disclose the meeting date. The notice
to the Secretary must include the following:

The nominee’s name, age and business and residence addresses;

The nominee’s principal occupation or employment;

The class and number of our shares, if any, owned by the nominee;

The name and address of the stockholder as they appear on our books;

The class and number of our shares owned by the stockholder as of the record date for the Annual Meeting (if this date has

been announced) and as of the date of the notice;

A representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the candidate

specified in the notice;

A description of all arrangements or understandings between the stockholder and the nominee; and

Any other information regarding the nominee or stockholder that would be required to be included in a proxy statement
relating to the election of directors, including the specific experience, qualifications, attributes or skills that led the
stockholder to believe that the person should serve as a director.

In addition, our bylaws require that a nominee for election or re-election must deliver to the Secretary an irrevocable letter of
resignation pursuant to our majority vote policy described in more detail above as well as a written questionnaire with respect to the
background and qualification of such person and the background of any other person or entity on whose behalf the nomination is
being made and make certain representations and agreements.

Our bylaws provide that at least two-thirds of our Board must be citizens of the United States within the meaning of the Federal
Aviation Act. Our bylaws provide that a person that is not a citizen of the United States is not eligible for nomination or election as a
director if such person’s election, together with the election of any incumbent directors that are not U.S. Citizens and are candidates
for election as Directors at the same time, would cause less than two-thirds of the Company’s directors to be citizens of the United
States.

Board Leadership Structure

Pursuant to our Corporate Governance Guidelines, our Board may combine the roles of the Chairman with that of the chief
executive officer if it determines that this provides the most effective leadership model. Our Board also recognizes that it may be
desirable to assign these roles to different persons from time to time to ensure that our Board remains independent and responsive to
stockholder interests. If our Board combines the role of the Chairman with that of the chief executive officer, then our Board will also
select a Non-Executive Chairman/Lead Director to schedule and chair executive sessions of our Board and to perform such other
functions as are assigned to such Non-Executive Chairman/Lead Director by our Board on the recommendation of the Governance and
Nominating Committee.

Our Board’s current belief is that the functions performed by the Chairman and the chief executive officer should continue to be
performed by separate individuals in order to allow the Chairman to lead our Board in its fundamental role in providing guidance and
oversight of management and the chief executive officer to focus on managing the day-to-day business of the Company. The Board
will reevaluate its view on such leadership structure periodically.

Risk Oversight

The Company has historically placed a high level of importance on addressing, pre-empting and managing those matters that
may present a significant risk to the Company. Our Board has oversight responsibility of the processes established to report and
monitor material risks applicable to us. Our Board has delegated to management the responsibility to manage risk and bring to the
attention of our Board the most material risks to our Company. The Company has robust internal enterprise risk management
processes and a strong internal control environment to identify and manage risks and to communicate with our Board about these
risks. The Board is updated regularly on relevant matters, including, but not limited to, tax and accounting matters, litigation status,
governmental and corporate compliance regulations and programs, quality controls, safety performance and operational and financial
issues. Our Board frequently discusses these matters in detail in order to adequately assess and determine the Company’s potential
vulnerability and consider appropriate risk management strategies and mitigating controls where necessary.

In accordance with the charter of the Audit Committee, the Audit Committee meets periodically with management to review our
major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee
reports to our Board at each regularly scheduled meeting.

Director Attendance

Our Board held nine meetings during the past fiscal year. During this period, no incumbent director attended fewer than 75% of
the aggregate of (i) the total number of meetings of our Board during the period in which he or she was a director and (ii) the total
number of meetings held by all committees on which he or she served during the period in which he or she was a director. Our Board
expects each of the directors to attend all of the meetings of the Board and each of the committees on which he or she serves which is
one of the reasons that our Board in May 2013 decided to no longer pay meeting attendance fees to directors but instead compensate
directors solely through a combination of an annual director fee and restricted stock awards.

It is our policy that each director of the Company is also expected to be present at each Annual Meeting, absent circumstances
that prevent attendance. All of our directors attended the Annual Meeting held on August 1, 2013. We facilitate director attendance at
the Annual Meetings by scheduling such meetings in conjunction with regular meetings of directors.

Communication with Directors

Our Board welcomes the opportunity to hear from our stockholders. Our Board maintains a process for stockholders and
interested parties to communicate directly with our Board. All communications should be delivered in writing addressed to our
Secretary at 2103 City West Blvd., 4th Floor, Houston, Texas 77042. The correspondence should be addressed to the appropriate
party, namely: (i) Bristow Group Inc. - Board, (ii) Bristow Group Inc. - Governance and Nominating Committee, (iii) Bristow Group
Inc. - Audit Committee, (iv) Bristow Group Inc. - Compensation Committee or (v) the individual director designated by full name or
position as it appears in the Company’s most recent proxy statement. We also maintain policies for stockholders and other interested
parties to communicate with the Lead Director of executive sessions or with the non-management directors as a group. Such
communications should be delivered in writing to: Lead Director or Non-Management Directors of Bristow Group Inc., as the case
may be, c/o Secretary, Bristow Group, Inc., 2103 City West Blvd., 4th Floor, Houston, Texas 77042. Communications so addressed
and clearly marked as “Stockholder Communications” will be forwarded by our Secretary unopened to, as the case may be, the
Chairman of our Board or the then-serving Lead Director (being the independent director scheduled to preside at the next meeting of
the non-management or independent directors).

All communications must be accompanied by the following information:

If the person submitting the communication is a security holder, a statement of the type and amount of the securities of the
Company that the person holds; or, if the person is not a stockholder, a statement regarding the nature of the person’s
interest in the Company; and

The address, telephone number and e-mail address, if any, of the person submitting the communication.

For more detail, refer

to our Company Policy for Communications with our Board posted on our website,

www.bristowgroup.com, under the “Governance” caption.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has standing Audit, Compensation and Governance and Nominating Committees. The charter for each of these
committees is posted on our website, www.bristowgroup.com, under the “Governance” caption and is available free of charge on
request to our Secretary at 2103 City West Blvd., 4th Floor, Houston, Texas 77042. During fiscal year 2014, the Audit Committee
met five times, the Compensation Committee met fourteen times and the Governance and Nominating Committee met three times. As
of the Record Date, the members and chairperson for each of the Audit, Compensation and Governance and Nominating Committees
were as set forth in the table below and each of the members of each such committee was determined to be independent as defined by
the applicable NYSE and SEC rules.

Board Committees

Audit

Compensation

Governance and
Nominating

Independent Directors
Thomas N. Amonett
Stephen J. Cannon
Michael A. Flick
Lori A. Gobillot
Ian A. Godden
Stephen A. King
Thomas C. Knudson
Mathew Masters
Bruce H. Stover

- Committee Chairperson
- Committee Member
- Audit Committee Financial Expert

Audit Committee

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s
independent auditors. The Audit Committee also monitors the integrity of the Company’s financial statements and the independence
and performance of the Company’s auditors and reviews the Company’s financial reporting processes. The Audit Committee reviews
and reports to our Board the scope and results of audits by the Company’s independent auditors and the Company’s internal auditing
staff and reviews the audit and other professional services rendered by the independent auditors. It also reviews with the independent
auditors the adequacy of the Company’s system of internal controls. It reviews transactions between the Company and the Company’s
directors and officers, the Company’s policies regarding those transactions and compliance with the Company’s business ethics and
conflict of interest policies.

Our Board requires that all members of the Audit Committee meet the financial literacy standard required under the NYSE rules
and that at least one member qualifies as having accounting or related financial management expertise under the NYSE rules. In
addition, the SEC has adopted rules requiring that the Company disclose whether or not the Company’s Audit Committee has an
“audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her
experience, has all of the following attributes:

an understanding of generally accepted accounting principles and financial statements;

an ability to assess the general application of such principles in connection with accounting for estimates, accruals and

reserves;

experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be
expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons
engaged in such activities;

an understanding of internal controls and procedures for financial reporting; and

an understanding of audit committee functions.

The person is to further have acquired such attributes through one or more of the following:

education and experience as a principal financial officer, principal accounting officer, controller, public accountant or

auditor or experience in one or more positions that involve the performance of similar functions;

experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant,

auditor or person performing similar functions; and

experience overseeing or assessing the performance of companies or public accountants with respect to the preparation,

auditing or evaluation of financial statements or other relevant experience.

Our Board has reviewed the criteria set by the SEC and determined that all five members meet the financial literacy standards
required by NYSE rules and qualify under the NYSE rules as having accounting or related financial management expertise. Our Board
has also determined that Mr. King qualifies as an audit committee financial expert.

Compensation Committee

The Compensation Committee, among other matters:

approves the compensation of the Chief Executive Officer and all other executive officers;

evaluates the performance of the Chief Executive Officer and all other executive officers against approved performance

goals and other objectives and reports its findings to our Board;

reviews and approves changes in certain employee benefits and incentive compensation plans which affect executive officer

compensation;

reviews and makes recommendations with respect to changes in equity-based plans and director compensation; and

prepares a report to be included in the Company’s annual proxy statement.

In order to assist the Committee in satisfying its responsibilities set forth above, the Committee from time to time engages
independent legal counsel as well as a compensation consultant. Awards under equity-based plans are considered and approved by a
subcommittee of the Compensation Committee, which consists entirely of “non-employee directors,” as defined by Rule 16b-3 under
the Securities and Exchange Act of 1934, as amended, all of whom satisfy the requirements of an “outside director” for purposes of
Section 162(m) of the Internal Revenue Code.

Governance and Nominating Committee

The Governance and Nominating Committee assists our Board in:

identifying individuals qualified to become members of our Board consistent with criteria approved by our Board;

recommending to our Board the director nominees to fill vacancies and to stand for election at the next Annual Meeting;

developing and recommending to our Board the corporate governance guidelines to be applicable to the Company;

recommending committee assignments for directors to our Board; and

overseeing an annual review of our Board’s performance.

ITEM 1 - ELECTION OF DIRECTORS

Our Board currently consists of ten directors. The term of office of all of our present directors will expire no later than the day
of the Annual Meeting upon the election of their successors. Our Board has fixed the number of directors to be elected at the Annual
Meeting at ten. The directors elected at the Annual Meeting will serve until their respective successors are elected and qualified or
until their earlier death, resignation or removal.

Unless authority to do so is withheld by the stockholder, each proxy executed and returned by a stockholder will be voted for the
election of the nominees hereinafter named. Directors having beneficial ownership derived from presently existing voting power of
approximately 5.1% of our common stock as of the Record Date have indicated that they intend to vote for the election of each of the
nominees named below. If any nominee withdraws or for any reason is unable to serve as a director, the persons named in the
accompanying proxy either will vote for such other person as our Board may nominate or, if our Board does not so nominate such
other person, will not vote for anyone to replace the nominee. Except as described below, our management knows of no reason that
would cause any nominee hereinafter named to be unable to serve as a director or to refuse to accept nomination or election.

Pursuant to our bylaws, in an Uncontested Election (as defined in our bylaws), the nominees for director receiving more votes
cast for than against his or her election or re-election will be elected. In the event a nominee fails to receive more votes cast for than
against his or her election or re-election, the Board will take action within 90 days of the stockholder vote to either accept or reject the
letter of resignation submitted by such nominee. The Board will promptly and publicly disclose its decision regarding whether or not
to accept such nominee’s resignation letter. In a Contested Election (as defined in our bylaws), the nominees for director receiving a
plurality of the votes cast will be elected. The proxyholder named in the accompanying proxy card will vote FOR each of the
nominees named herein unless otherwise directed therein. In Contested Elections and Uncontested Elections, abstentions and
instructions to withhold authority to vote for one or more of the nominees and broker nonvotes will result in those nominees receiving
fewer votes but will not count as votes AGAINST a nominee.

Our Board recommends that stockholders vote FOR the election to our Board of each of the nominees named below.

Information Concerning Nominees

Our present Board proposes for election the following ten nominees for director. Each of the nominees named below, with the
exception of Mr. Baliff, is currently a director of the Company and each was elected at the Annual Meeting held on August 1, 2013.
Mr. Baliff has been selected by our Board to succeed William E. Chiles as President and Chief Executive Office of our Company. As
we previously announced on February 3, 2014, Mr. Chiles has decided to retire from those positions on July 31, 2014, and not to stand
for re-election to our Board. Mr. Baliff has been recommended by our Board as a nominee to replace Mr. Chiles and serve as a
director, effective July 31, 2014. All nominees for director are nominated to serve one-year terms until the Annual Meeting in 2015
and until their respective successors are elected and qualified, or until their earlier resignation, removal from office, or death.

We have provided information below about our nominees, including their age, citizenship and business experience during the
past five years, including service on other boards of directors. We have also included information about each nominee’s specific
attributes, experience or skills that led our Board to conclude that he or she should serve as a director on our Board in light of our
business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other
affiliate of Bristow Group Inc.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Thomas N. Amonett
American
Age: 70

Athlon Solutions, LLC (a private provider of specialty
chemicals and related services to refineries and other
industrial companies)
- President and Chief Executive Officer, since April 2013

Champion Technologies Inc. (a private, international
specialty chemicals manufacturer)
- President, Chief Executive Officer and a director,

1999 – April 2013

American Residential Services, Inc. (a public company
providing equipment and services for residential living)
- President, Chief Executive Officer and a director,

1997 – 1999

Other Directorships
(Committees, if any, and Dates)

Private Companies:
- Champion Technologies Inc.

(1999 – April 2013)

Public Companies:
- Hercules Offshore, Inc.

(Nominating and Governance)
(since 2007)

- Orion Marine Group, Inc.

(Audit & Nominating and Governance)
(since 2007)

Board since 2006
Audit since 2006
Compensation
since 2006

Board Recommendation: Our Board concluded that Mr. Amonett should continue to serve on our Board, in light of our business and structure, for the
reasons set forth below.

Key attributes, experience and skills: Mr. Amonett is an attorney by education and he has extensive executive leadership experience that he has
attained through serving as a chief executive officer for almost two decades. He also has significant board experience that he has attained through
serving on the boards of several private and public companies in the energy services industry. Mr. Amonett’s legal insight and business acumen have
proven to be invaluable assets over the past seven years for our Board and, in particular, the Audit and Compensation Committees.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Jonathan E. Baliff
American
Age: 50

Bristow Group Inc.
- President and Chief Executive Officer,

as of July 31, 2014

- President,

June 2014 – July 2014

- Senior Vice President and Chief Financial Officer,

2010 – June 2014

NRG Energy, Inc. (a public, power and energy company)
- Executive Vice President, Strategy, 2008 – 2010

Credit Suisse, Global Energy Group (a public investment
bank)
- Managing Director, 1996 – 2008

Other Directorships
(Committees, if any, and Dates)

Private Companies:
- Jewish Family Services of Houston
(Chairman of the Administrative
Services Committee) (since 2011)

- Georgetown University Graduate

School of Foreign Service
(Advisory Board) (since 2010)

Board Recommendation: Our Board concluded that Mr. Baliff should serve on our Board, in light of our business and structure, for the reasons set
forth below.

Key attributes, experience and skills: As our President and Chief Executive Officer effective immediately following the Annual Meeting,
Mr. Baliff will provide a critical link between senior management and our Board. Mr. Baliff has served as our President since June 9, 2014, prior to
which time he served as our Senior Vice President and Chief Financial Officer since 2010. Mr. Baliff served on active duty in the U.S. Air Force for
eight years from 1985 to 1993 in numerous assignments flying the F-4G Phantom including the first combat missions during the first Gulf War.
Mr. Baliff’s commitment to safety originated from these experiences as an aviator. In addition to his military, aviation and financial experience, his
extensive experience in the energy industry together with his knowledge of the culture, operations and clients of the Company are expected to assist
our Board in making strategic decisions.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Steven J. Cannon
American
Age: 60

TSG Technical Services, Inc. (a private, international
government service provider)
- (Retired) President and Chief Executive Officer,

- None

2007 – 2009

DynCorp International LLC (a private technology
company)
- President and Chief Executive Officer, 2005 – 2006
- President, 2000 – 2005
- General Manager, Technical Services, 1993 – 1999
- Vice President, Aerospace Technology, 1988 – 1993

Board since 2002
Audit since 2002
Governance
since 2004

Board Recommendation: Our Board concluded that Mr. Cannon should continue to serve on our Board, in light of our business and structure, for the
reasons set forth below.

Key attributes, experience and skills: Mr. Cannon’s almost 25 years of service at DynCorp afforded him the opportunity to develop extensive
operations, international business and aviation skills and ultimately gain executive management experience. His subsequent experience as President and
Chief Executive Officer at TSG required him to develop expertise in the area of governmental relations and contracts which may be of particular use for
our Board as the Company increases its search and rescue business in the United Kingdom and explores other search and rescue opportunities with
various governments around the world.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Michael A. Flick
American
Age: 65

First Commerce Corporation (a public
commercial bank), 1970 – 1998
- (Retired) Executive Vice President and Chief

Administrative Officer, 1992 – 1998

- Chief Financial Officer, late 1980s – early 1990s

- Chief Credit Policy Officer, 1979 – 1992

Other Directorships
(Committees, if any, and Dates)

Public Companies:
- Gulf Island Fabrication Inc.
(Compensation and Audit)
(since 2007)

Private Companies:
- University of New Orleans Foundation

(Investment) (since 1985)

- Catholic Foundation of New Orleans

(Finance) (since 2011)

- Community Coffee Company

(1998 – 2009)

Board since 2006
Audit since 2006
Compensation
from 2007 to
2012

Governance
since 2012

Board Recommendation: Our Board concluded that Mr. Flick should continue to serve on our Board, in light of our business and structure, for the
reasons set forth below.

Key attributes, experience and skills: Mr. Flick’s experience in the banking and financial services industries provides him with extensive knowledge
of financial reporting, legal and audit compliance and risk management making him highly qualified to serve as a member of the Audit Committee and
our Board. In addition, his prolonged and continued service on multiple public and private company boards make him highly qualified to serve as a
member of our Corporate Governance and Nominating Committee.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Lori A. Gobillot
American
Age: 52

InVista Advisors LLC (a private project management and
consulting company)
- Founding Partner and Consultant, since 2013

- None

Board since 2012
Compensation
since 2012

United Airlines, Inc. (a public air transportation
company)
- Vice President, Integration Management,

October 2010 – 2012

Continental Airlines, Inc. (a public air transportation
company)
- Vice President, Integration Management,

June 2010 – October 2010

- Staff Vice President, Assistant General Counsel and

Assistant Secretary, 2006 – June 2010

Board Recommendation: Our Board concluded that Ms. Gobillot should continue to serve on our Board, in light of our business and structure, for
the reasons set forth below.

Key attributes, experience and skills: Ms. Gobillot is an attorney by education with extensive management and legal experience within the
aviation industry as well as experience in private practice representing a variety of clients. Her years of experience at a capital intensive airline with
a similar focus on safety, regulatory compliance, customer service and employee satisfaction add a helpful perspective to our Board’s deliberations.
Her aviation background and legal knowledge allow her to contribute significantly as a member of the Compensation Committee and benefit our
Board’s decision making process. Her expertise in corporate governance has been recognized by her being honored as a NACD Governance Fellow.
Her experience with fixed wing airlines may also be of particular use for our Board in connection with the Company’s strategic investment in
Eastern Airways International Ltd. in February 2014.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Ian A. Godden
British
Age: 60

KBC Advanced Technologies (a public consulting and
software company dedicated to hydrocarbon processing)
- Chairman, since January 2013; Non-Executive

Chairman, 2011 – January 2013

- Senior Independent Non-Executive Director,

Public Companies:
- KBC Advanced Technologies

(Remuneration and Nominations
Committees since 2008)
(Audit, 2008 – 2011)

Board since 2010
Audit since 2010
Governance
since 2010

- E2V Technologies PLC
(Audit) (2003 – 2010)

2008 – 2011

Glenmore Energy Inc. (a private energy company)
- Founder and Chairman, since 2004

Farnborough International Limited (a private subsidiary
company of ADS described below)
- Chairman, 2009 – February 2013

A|D|S Group Ltd. (a private trade organization that
represents the U.K. civil aerospace, defense and security
industries)
- Chairman, 2007 – 2011

Roland Berger Strategy Consultants (a private consulting
company)
- U.K. Managing Partner, 2000 – 2004

Booz Allen and Hamilton (a private consulting company)
- U.K. Managing Partner, 1996 – 1998

Board Recommendation: Our Board concluded that Mr. Godden should continue to serve on our Board, in light of our business and structure, for
the reasons set forth below.

Key attributes, experience and skills: Mr. Godden received a Bachelor of Science degree in engineering from Edinburgh University in Scotland
and an MBA from Stanford University in California. He has extensive practical experience in the aviation industry, particularly in the areas of
aviation safety, training, technology and logistics management which are each critical to the Company at this stage of its growth. His expertise in
corporate governance has been recognized by his being honored as a NACD Board Leadership Fellow. Finally, his international experience and
background in strategic consulting aids our Board in reviewing decisions and developing the strategy for the Company.

Name,
Citizenship & Age
Stephen A. King (1)
British
Age: 53

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Caledonia Investments plc (a public investment
company)
- Finance Director, since 2009

De La Rue plc (a private printer of commercial paper and
bank notes for central banks)
- Group Finance Director, 2002 – 2009

Midlands Electricity plc (a private international power
distribution and generation group)
- Group Finance Director, 1997 – 2002

Public Companies:
- Caledonia Investments plc

(since 2009)

- TT Electronics

(Audit) (since 2012)

- The Weir Group plc

(Audit) (2005 – 2012)

Board since 2011
Audit since 2011

Board Recommendation: Our Board concluded that Mr. King should continue to serve on our Board, in light of our business and structure, for the
reasons set forth below.

Key attributes, experience and skills: Mr. King is an accountant by training with significant international finance expertise. Mr. King has been
the Finance Director at Caledonia Investments plc since December 2009. He began his career as an accountant for Coopers & Lybrand (now
Pricewaterhouse Coopers LLP) and then worked his way up through the finance department of several companies to become the Finance Director for
Caledonia, one of the most respected investment houses in the United Kingdom. He also has extensive experience on boards of public companies in
the United Kingdom that allow him to bring a different perspective to Board deliberations that ultimately benefits our Board’s decision making
process. His expertise in corporate governance has been recognized by his being honored as a NACD Board Leadership Fellow. Finally, his
experience as chairman of the audit committees of TT Electronics and The Weir Group plc, together with his financial and accounting expertise
gained over almost two decades of serving as a finance director for various organizations, make him well suited to continue to serve as Chairman of
our Audit Committee.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Thomas C. Knudson
American
Age: 68

Board since 2004
Governance
since 2004
Compensation
from 2004 to
2006
(Former)
Executive
Committee

from 2006 to
2007

Tom Knudson Interests (a private consulting company)
- Founder and President, since 2004

Private Companies:
- National Association of Corporate

ConocoPhillips (a public oil and gas company)
- Senior Vice President, 1975 – 2004

Directors (NACD) Texas Tri- Cities
Chapter (since 2012)

- Episcopal Seminary of the Southwest

(since 2012)

Public Companies:
- MDU Resources Group Inc.

(Compensation) (2008 – April 2014)

- Midstates Petroleum Company, Inc.

(Interim Chairman)
(since April 2014)
(Audit) (since April 2014)
(Nominating and Governance)
(since May 2013)

- Natco Group Inc. (Governance,

Nominating and Compensation)
(2005 – 2009)

- Williams Partners L.P.

(Audit and Conflicts) (2005 – 2007)

Board Recommendation: Our Board concluded that Mr. Knudson should continue to serve on our Board, in light of our business and structure, for
the reasons set forth below.

Key attributes, experience and skills: Mr. Knudson has served as the Chairman of our Board since 2006. He holds a bachelor’s degree in aerospace
engineering from the U.S. Naval Academy and a master’s degree in aerospace engineering from the U.S. Naval Postgraduate School. He served as a naval
aviator, flying combat missions in Vietnam. His education, military service, and experience on the boards of MDU Resources Group Inc., Natco Group Inc.,
Williams Partners L.P. and Midstates Petroleum Company, Inc. provide additional perspectives to our Board. His prior service on the management
committee at ConocoPhillips provides our Board with significant insight into the way customers in the energy industry operate. Finally, his service as a
member of the NACD Tri-Cities Chapter Board and his expertise in corporate governance, as reflected by his being honored as a NACD Board Leadership
Fellow, make him well suited to continue to serve as Chairman of our Board as well as Chairman of our Corporate Governance and Nominating Committee.

Name,
Citizenship & Age
Mathew Masters (1)
British
Age: 40

Current or Former Principal
Occupation, Position and Dates

Caledonia Investments plc (a public investment
company)
- Head of Quoted Pool, since 2013
- Associate Director, 2008 – 2013
- Investment Executive, 2006 – 2008

Grant Thornton (an international accounting firm)
- Corporate Finance Senior Manager, 2000 – 2006
- Audit Manager, 1995 – 1999

Board since 2011
Compensation
since 2011

Other Directorships
(Committees, if any, and Dates)

Private Companies:
- Satellite Information Services

(Holdings) Ltd. (Audit) (since 2007)

- Celerant Consulting Investments

Limited (Audit) (2007 – June 2012)

- TCL Limited (2007 – February 2012)

- Seven Publishing Limited
(2009 – February 2012)

- Celona Technologies Limited

(2006 – 2010)

Public Companies:
- Tribal Group plc

(2009 – August 2012)

Board Recommendation: Our Board concluded that Mr. Masters should continue to serve on our Board, in light of our business and structure, for
the reasons set forth below.

Key attributes, experience and skills: Mr. Masters is an accountant by education who started his career at Grant Thornton. He has served on
several private and public company boards in the United Kingdom and he has extensive international experience that together benefit our Board’s
decision making process. His expertise in corporate governance has been recognized by his being honored as a NACD Board Leadership Fellow.
He also brings significant accounting and financial expertise to the Compensation Committee.

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Bruce H. Stover
American
Age: 65

Endeavour International Corporation (a public oil and gas
company)
(Retired) Executive Vice President, Operations and
Business Development, 2003 – 2010

- None

Board since 2009
Compensation
since 2009

Anadarko Petroleum Corporation (a public oil and gas
company), 1980 – 2003
- Senior Vice President, Worldwide Business

Development, 1999 – 2003

- Vice President, Worldwide Business Development,

1997 – 1999

- Vice President, Acquisitions, 1993 – 1997

- President and General Manager for Anadarko

Algeria Corporation, 1989 – 1993

- Chief Engineer, 1980 – 1989

Board Recommendation: Our Board concluded that Mr. Stover should continue to serve on our Board, in light of our business and structure, for
the reasons set forth below.

Key attributes, experience and skills: Mr. Stover is an engineer by education who spent many years serving in senior management in the energy
business and brings the customer perspective to our Board. His expertise in corporate governance has been recognized by his being honored as a
NACD Governance Fellow. In addition, much of his professional career was spent serving in the oil and gas industry outside of the United States,
thus bringing an important international perspective to our Board.

(1) Stephen A. King and Mathew Masters, directors and executive officers of Caledonia, were designated by Caledonia for election to our Board
pursuant to a Master Agreement dated December 12, 1996 among the Company, a predecessor in interest to Caledonia and certain other persons
in connection with our acquisition of 49% and other substantial interests in Bristow Aviation. The Master Agreement provides that so long as
Caledonia owns (1) at least 1,000,000 shares of common stock of the Company or (2) at least 49% of the total outstanding ordinary shares of
Bristow Aviation, Caledonia will have the right to designate two persons for nomination to our Board and to replace any directors so nominated.
According to its most recent Form 13F filed with the SEC on April 15, 2014, Caledonia was the direct beneficial owner of 1,615,227 shares of
our common stock as of March 31, 2014.

EXECUTIVE OFFICERS OF THE REGISTRANT

Under our bylaws, our Board elects our executive officers annually. Each executive officer remains in office until that officer
ceases to be an officer or his or her successor is elected. There are no family relationships among any of our executive officers. At
June 12, 2014, our executive officers were as follows:

Name
William E. Chiles
Jonathan E. Baliff
John H. Briscoe
K. Jeremy Akel
E. Chipman Earle
Hilary S. Ware
Brian J. Allman

Age
65
50
56
45
41
57
41

Position Held with Registrant
Chief Executive Officer and Director
President
Senior Vice President and Chief Financial Officer
Senior Vice President and Chief Operating Officer
Senior Vice President, Chief Legal Officer and Corporate Secretary
Senior Vice President and Chief Administrative Officer
Vice President, Controller and Chief Accounting Officer

Mr. Chiles joined us as President and Chief Executive Officer in July 2004. Mr. Chiles also served as interim Chief Financial
Officer from December 2005 until February 2006 and from June 2010 to October 2010 following the resignations of two prior Chief
Financial Officers. Mr. Chiles has been a member of our Board since 2004. On February 3, 2014, we announced that Mr. Chiles will
resign as Chief Executive Officer of our Company effective upon the conclusion of the Annual Meeting, and he has elected not to run
for re-election and will not continue to serve as a director after that meeting. Following his resignation as an officer, Mr. Chiles will
remain an employee of the Company and will provide consulting services to the Company until July 31, 2016. Prior to his
employment by the Company, Mr. Chiles was employed by Grey Wolf, Inc., an onshore oil and gas drilling company traded on the
American Stock Exchange, from March 2003 until June 21, 2004 as Executive Vice President and Chief Operating Officer. Mr.
Chiles served as Vice President of Business Development at ENSCO International Incorporated, an offshore oil and gas drilling
company listed on the New York Stock Exchange, from August 2002 until March 2003. From August 1997 until its merger into an
ENSCO International affiliate in August 2002, Mr. Chiles served as President and Chief Executive Officer of Chiles Offshore Inc.
Mr. Chiles serves as a director of, and is Chairman of the Compensation Committee of, Basic Energy Services, Inc., a contractor for
land based oil and gas services. He is also a member of Basic Energy’s Audit Committee. He also serves as a director and member of
the Compensation Committee of Gulf Island Fabrication, Inc., a fabricator of offshore drilling and production platforms, hull and deck
sections of floating production platforms and other specialized structures. He served as a member of our Executive Committee from
2004 to August 2007 when it was discontinued.

Mr. Baliff joined us as Senior Vice President and Chief Financial Officer in October 2010. On February 3, 2014, we announced
that Mr. Baliff has been appointed President and Chief Executive Officer to succeed Mr. Chiles effective immediately following the
resignation of Mr. Chiles as an officer of the Company following the Annual Meeting. Contemporaneously with the appointment of
Mr. Briscoe as our Senior Vice President and Chief Financial Officer effective June 9, 2014, Mr. Chiles’s title was changed from
“President and Chief Executive Officer” to “Chief Executive Officer” and Mr. Baliff’s title was changed from “Senior Vice President
and Chief Financial Officer” to “President”. Prior to joining Bristow, Mr. Baliff had been the Executive Vice President, Strategy at
NRG Energy since May 2008, where he led the development and implementation of NRG’s corporate strategy, as well as acquisitions
and business alliances. Prior to joining NRG, Mr. Baliff was in Credit Suisse’s Global Energy Group, where he advised energy
companies on merger and acquisition assignments and project and corporate financings since 1996, most recently as a Managing
Director. Mr. Baliff started his business career at Standard and Poor’s and then JP Morgan’s Natural Resources Group. Mr. Baliff
served on active duty in the U.S. Air Force for eight years from 1985 to 1993 in numerous assignments flying the F-4G Phantom,
including the first combat missions during the first Gulf War. Mr. Baliff retired with the rank of Captain.

Mr. Briscoe joined us as Senior Vice President and Chief Financial Officer effective June 9, 2014. Prior to joining the
Company, Mr. Briscoe had most recently been the Senior Vice President and Chief Financial Officer of Weatherford International
Ltd. from March 2012 to September 2013. Mr. Briscoe also served as Vice President and Chief Accounting Officer of Weatherford
from August 2011 to March 2012. Prior to joining Weatherford, Mr. Briscoe was a senior executive at Transocean Ltd. from 2005
through 2011 in roles including Vice President and Controller and Director of Investor Relations. Before joining Transocean in 2005,
Mr. Briscoe held senior financial positions at Ferrellgas Inc. and Dresser Industries. His career also includes seven years of public
accounting experience with KPMG and Ernst & Young. Mr. Briscoe is a certified public accountant and holds a Bachelor’s degree in
Business Administration from the University of Texas.

Mr. Akel was appointed as Senior Vice President and Chief Operating Officer in May 2014. He previously served as our Senior
Vice President, Operations since January 2012. Before that he served as the Director of the Other International Business Unit at the

Company since January 2010, where he was responsible for all operations within that business unit. Prior to that position, Mr. Akel
held various other positions at the Company including Director of the Latin America Business Unit from April 2008 to January 2010,
Director of the South/Latin American Business Units from July 2006 to April 2008, and Manager International Strategy from July
2004 to July 2006. Prior to joining the Company, Mr. Akel was Vice President, Aviation Business Consulting for Morten Beyer &
Agnew, an international aviation consulting firm, from February 2002 to January 2004. From February 2001 to January 2002, Mr.
Akel served as Senior Manager, Business Consulting, Aviation Industry Practice for Anderson, LLP, an international business
consulting firm. From February 1997 to December 2000, Mr. Akel served in several management positions at Tidewater Marine
International, Inc., an international provider of marine support services to the offshore energy industry. Mr. Akel began his career in
1991 as an Aerospace Engineer at the National Transportation Safety Board.

Mr. Earle was appointed as Senior Vice President, Chief Legal Officer and Corporate Secretary in May 2014. He previously
served as our Senior Vice President, General Counsel and Corporate Secretary since joining us in July 2012. Prior to joining the
Company, Mr. Earle worked as an attorney for Transocean Ltd. in various capacities from 2006 until 2012. He most recently served
as Assistant Vice President, Global Legal from 2011 to 2012 during which he oversaw Transocean’s worldwide legal operations.
Prior to serving in this role, he served from 2009 to 2011 as the General Counsel for Transocean’s Europe and Africa Business Unit,
Associate General Counsel and Corporate Secretary from 2007 to 2009, and Legal Counsel, Corporate and Securities from 2006 to
2007. Prior to joining Transocean in 2006, Mr. Earle worked as a Corporate and Securities associate at the law firm of Baker Botts
L.L.P. in Houston, Texas after beginning his career with the law firm of Wilson, Sonsini, Goodrich & Rosati, P.C.

Ms. Ware was appointed as Senior Vice President and Chief Administrative Officer in May 2014. She previously served as our
Senior Vice President, Administration since December 2009. She joined us in August 2007 as Vice President of Global Human
Resources. Prior to joining the Company, Ms. Ware was Vice President, Human Resources for BHP Billiton Petroleum from 2006 to
2007. Prior to joining BHP Billiton, Ms. Ware was Vice President Human Resources, Worldwide for Hanover Compressor Company
from 2002 to 2006. Prior to 2002, Ms. Ware served for 20 years in a variety of roles as a human resources professional with BP. Ms.
Ware’s duties and responsibilities at BHP Billiton and Hanover included management and oversight of all Human Resource activities
and personnel at those companies.

Mr. Allman joined us as Director of Financial Reporting in March 2006. In August 2007 he was promoted to Corporate
Controller and was subsequently elected Chief Accounting Officer in April 2009 and Vice President, Chief Accounting Officer in
November 2010. From September 2002 to March 2006, Mr. Allman worked as Financial Reporting Manager for Nabors Industries
Ltd., a drilling and well servicing company. A Certified Public Accountant, Mr. Allman previously worked in public accounting as an
Audit Manager with KPMG LLP after beginning his career with Arthur Andersen LLP.

Holdings of Principal Stockholders

SECURITIES OWNERSHIP

The following table shows certain information with respect to beneficial ownership of our common stock held by any person

known by us to be the beneficial owner of more than five percent of any class of our voting securities:

Percent
of Class (1)
Name and Address of Beneficial Owner
10.1%
BlackRock, Inc. ...............................................................................................................................
40 East 52nd Street
New York, NY 10022

Amount
Beneficially Owned
3,605,318 (2)

8.6%
Dimensional Fund Advisors LP ......................................................................................................
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746

3,052,746 (3)

6.5%
The Vanguard Group Inc.-23-1945930 ............................................................................................
100 Vanguard Blvd.
Malvern, PA 19355

2,306,158 (4)

6.3%
Ariel Investments, LLC ...................................................................................................................
200 E. Randolph Drive, Suite 2900
Chicago, IL 60601

2,245,148 (5)

5.1%
EARNEST Partners, LLC ................................................................................................................
1180 Peachtree Street NE, Suite 2300
Atlanta, GA 30309

1,824,513 (6)

5.1%
Allianz Global Investors Capital LLC .............................................................................................
600 West Broadway
San Diego, CA 92101

1,805,780 (7)

NFJ Investment Group LLC .....................................................................................................
2100 Ross Avenue, Suite 700
Dallas, TX 75201

_____________
(1) Percentage of the 35,708,469 shares of common stock of the Company outstanding as of March 31, 2014.

(2) According to Schedule 13G/A filed on February 11, 2014 with the Securities and Exchange Commission, on behalf of BlackRock, Inc.,
BlackRock, Inc. has sole voting power with respect to 3,483,436 of such shares and sole dispositive power with respect to 3,605,318 of such
shares. The Schedule 13G/A states that various persons have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of such shares of common stock, and no one person’s interest in such shares of common stock is more than five percent
of the total outstanding shares of common stock.

(3) According to a Schedule 13G/A filed on February 10, 2014 with the Securities and Exchange Commission, Dimensional Fund Advisors LP
(“Dimensional”) has shared dispositive power with respect to and, may beneficially own, all such shares of common stock. Dimensional has
sole voting power with respect to 3,007,103 of such shares. Dimensional, an investment adviser registered under Section 203 of the Investment
Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and
serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts,
collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain of the
Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries (collectively, “Dimensional”) possess
voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of
the shares of the Issuer held by the Funds. However, all of such shares of common stock reported above are owned by the Funds. Dimensional
disclaims beneficial ownership of all such shares.

(4) According to a Schedule 13G/A filed on February 11, 2014 with the Securities and Exchange Commission, The Vanguard Group Inc-23-
1945930 (“Vanguard”) has sole voting power with respect to 54,466 of such shares, sole dispositive power with respect to 2,254,292 of such
shares and shared dispositive power with respect to 51,866 of such shares.

(5) According to a Schedule 13G filed on February 14, 2014, Ariel Investments, LLC (“Ariel”), in its capacity as an investment advisor, may be
deemed to beneficially own all of these shares. Ariel has sole dispositive power over all of these shares and sole power to vote 2,015,789 of
these shares. The Schedule 13G states that Ariel’s adviser clients have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, all securities reported in the Schedule 13G. It further states that none of Ariel’s clients have an economic
interest in more than 5% of the subject securities in said Schedule.

(6) According to a Schedule 13G/A filed on January 10, 2014, EARNEST Partners, LLC (“Earnest”), in its capacity as an investment advisor, may
be deemed to beneficially own all of these shares. Earnest has sole dispositive power over all of these shares, sole power to vote 686,208 of
these shares and shared power to vote 244,630 of these shares. The Schedule 13G states that no client’s interest in such shares of common stock
is more than five percent of the total outstanding shares of common stock.

(7) According to a Schedule 13G/A filed on February 12, 2014 with the Securities and Exchange Commission, Allianz Global Investors Capital
LLC (“AGIC”) may be deemed to be the beneficial owner of these shares held by NFJ Investment Group LLC (“NFJ”), its wholly owned
subsidiary. NFJ has sole dispositive power with respect to 1,718,350 of these shares and sole voting power with respect to 1,704,150 of these
shares. The securities reported are held by investment advisory clients or discretionary accounts of which AGIC and/or NFJ is the investment
adviser. Investment advisory contracts grant to each of AGIC or NFJ voting and/or investment power over the securities held by each of their
respective clients or in accounts that each of them manages. As a result, each may be deemed to beneficially own the securities held by its
clients or accounts within the meaning of Rule 13d-3 under the Act. Because AGIC is the parent holding company of NFJ, AGIC may be
deemed to beneficially own the securities held by NFJ's clients or accounts. Each of AGIC and NFJ disclaim beneficial ownership of these
shares.

Caledonia has been a stockholder of the Company for over 15 years. According to a Schedule 13D/A filed on August 7, 2013
with the SEC, Caledonia has previously stated that it may, from time to time, increase, reduce or dispose of its investment in the
Company depending on general economic conditions, economic conditions in the markets in which the Company operates, the market
price of our common stock, the availability of funds, borrowing costs, the strategic value of the investment to Caledonia and other
considerations. Caledonia has informed us that as a result of our performance and increased share price, the holding became
Caledonia’s largest investment, representing 8.1% of its portfolio as at March 31, 2013 and Caledonia made a strategic decision to
reduce this weighting in order to reduce its concentration risk. According to its most recent Form 13F filed with the SEC on April 15,
2014, Caledonia was the direct beneficial owner of 1,615,227 shares of our common stock as of March 31, 2014, which constituted
approximately 4.52% of the outstanding shares of common stock of the Company on such date.

Holdings of Directors, Nominees and Executive Officers

The following table shows how many shares (i) each of our directors, (ii) each of our Named Executive Officers included in the
Summary Compensation Table on page 42 of this proxy statement and (iii) all of our directors and executive officers as a group
beneficially owned as of June 12, 2014:

Options
Exercisable
on or prior
to
August 12,
Name (1)
2014
K. Jeremy Akel ......................................................................................................................................
16,849
Thomas N. Amonett ...............................................................................................................................
18,125
Jonathan E. Baliff ...................................................................................................................................
21,026
-
Stephen J. Cannon ..................................................................................................................................
William E. Chiles ...................................................................................................................................
221,510
Mark B. Duncan .....................................................................................................................................
73,680
E. Chipman Earle ...................................................................................................................................
9,537
-
Michael A. Flick ....................................................................................................................................
Lori A. Gobillot .....................................................................................................................................
-
Ian A. Godden ........................................................................................................................................
-
Stephen A. King(3) ..................................................................................................................................
-
-
Thomas C. Knudson ...............................................................................................................................
Mathew Masters(3) ..................................................................................................................................
-
Bruce H. Stover ......................................................................................................................................
-
Hilary S. Ware .......................................................................................................................................
35,923
All directors and executive officers as a group (17 persons) (3) ............................................................
399,205

Shares
Directly
Owned as of
June 12,
2014 (2)
-
7,083
13,919
3,543
122,197
35,460
-
11,479
2,918
8,195
-
44,208
-
7,595
14,151
277,748

_____________

Less than 1%.

Total
Shares
Beneficially
Owned (3)

Percent
of
Class (4)
*
16,849
*
25,208
*
34,945
*
3,543
1.0 %
343,707
*
109,140
24,334 72,668 97,002
*
9,537
*
11,479
*
2,918
*
8,195
4.5 %
1,615,227
44,208
*
4.5 %
1,615,227
7,595
*
50,074
*
6.4 %
2,292,180

(1) The business address of each director and executive officer is 2103 City West Blvd., 4th Floor, Houston, Texas 77042.

(2) Excludes unvested restricted stock over which the holders do not have voting or dispositive powers.

(3) Because of the relationship of Messrs. King and Masters to Caledonia, Messrs. King and Masters may be deemed indirect beneficial owners of
the 1,615,227 shares of common stock owned by Caledonia (see “Security Ownership of Certain Beneficial Owners and Management -
Holdings of Principal Stockholders”). Pursuant to applicable reporting requirements, Messrs. King and Masters are reporting indirect beneficial
ownership of the entire amount of our securities owned by Caledonia but they disclaim beneficial ownership of such shares.

(4) Percentages of our common stock outstanding as of June 12, 2014, adjusted for each officer and director to include such officer and director’s

total shares beneficially owned as of such date.

Introduction

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement provides information regarding our executive compensation program for fiscal year 2014 for
(i) our Chief Executive Officer and our Chief Financial Officer, (ii) each of our three most highly compensated executive officers,
other than our Chief Executive Officer and our Chief Financial Officer, who were executive officers of the Company as of
March 31, 2014 (our fiscal year end), and (iii) one individual who served as an executive officer during the fiscal year, but left the
employ of the Company in March 2014. For fiscal year 2014, these individuals were our “Named Executive Officers” (or “NEOs”)
and consisted of the following:

William E. Chiles, our Chief Executive Officer;

Jonathan E. Baliff, our President (formerly our Senior Vice President and Chief Financial Officer);

K. Jeremy Akel, our Senior Vice President and Chief Operating Officer;

Hilary S. Ware, our Senior Vice President and Chief Administrative Officer;

E. Chipman Earle, our Senior Vice President, Chief Legal Officer and Corporate Secretary; and

Mark B. Duncan, our former Senior Vice President, Commercial.

This section of the proxy statement is divided into the following four subsections:

Executive Summary;

About Our Executive Compensation Program – Our Compensation Philosophy and Peer Groups;

How Compensation Is Delivered; and

Executive Compensation Program Governance.

You should read this section of the proxy statement in conjunction with the advisory vote that we are conducting on the
compensation of our Named Executive Officers (see “Item 2 – Advisory Approval of Executive Compensation” on page 54), as it
contains information that is relevant to your voting decision.

Executive Summary

The Relationship Between Our Mission and Our Executive Compensation Program

We are the leading provider of helicopter services to the global offshore energy industry, and our mission is to provide the safest
and most efficient helicopter services and aviation support worldwide. We believe that we can achieve our mission by focusing on
and committing to working in innovative partnerships with our clients, further developing our highly professional workforce, and
expanding our business and extending our horizons globally. This means we will seek to provide industry-leading value to our clients,
fellow employees and stockholders while remaining true to our core values of safety, quality, excellence, integrity, fulfillment,
teamwork and profitability. Our strategic objectives are organized around execution, clients, people and growth in furtherance of our
pursuit of Operational Excellence.

Our executive compensation program is designed to support and reinforce our mission and each of our strategic objectives in
furtherance of our pursuit of Operational Excellence while at the same time aligning the interests of our management with those of our
stockholders. For example, our annual incentives include key performance indicators in the areas of safety and Bristow Value Added
(BVA), a customized financial performance metric that measures our returns compared to our cost of capital, that tie directly to our
strategic objectives in the areas of execution and growth, respectively. We believe that our BVA metric closely aligns the interests of
our management through the annual incentive plan with the interests of our stockholders. Additionally, satisfying our objectives in the
areas of clients and people is designed to have a direct positive impact on BVA and reward our executive officers through the
individual element of our short term incentive plan. Finally, our long-term incentives focus on delivering strong stockholder returns
over time, which tie directly to our growth objective and further align the interests of our management with those of our stockholders.

Our Mission, Core Values, and Strategic Objectives drive the design of our Executive Compensation Program

Our Mission

Our Strategic Objectives

Provide the safest and most efficient
helicopter services and aviation
support worldwide.

Organized around execution,
clients, people and growth – in
furtherance of our pursuit of
Operational Excellence.

Our Executive Compensation
Program

Safety performance is a key

measure in our annual incentive
plan.

Bristow Value Added (BVA)

measures execution and growth
and is directly impacted by
achievement of objectives around
clients and people.

Short-term incentive award
determination recognizes
individual contributions to BVA,
safety performance, and
operational excellence.

Long-term incentive

compensation is the largest single
component of our executives’
compensation – emphasizing
focus on delivering strong
stockholder returns over time.

Our Core Values: Safety, Quality, Excellence, Integrity, Fulfillment, Teamwork & Profitability govern and underpin all that we do.

Through our annual and long-term incentives, the Compensation Committee is able to incentivize strong individual performance
in the areas of value realization to our clients, a strong sense of commitment and ownership in our people, continuous improvement in
the execution of our operations and prudent financial growth.

Key Characteristics of our Executive Compensation Program Aligned with Stockholder Interests

Over 70% of Named Executive Officer pay at risk contingent upon annual financial performance, individual performance and
growth in long-term stockholder value
All officers’ long-term incentive awards are performance-based with their value contingent upon either positive stock price
performance, in the case of restricted stock units and stock options, or total stockholder return performance relative to other
offshore transportation companies, in the case of performance cash
Executives and directors required to comply with stock ownership guidelines
Prohibitions on the pledging or hedging of Company stock
Prohibition on repricing of stock option awards
No excise tax gross-ups (new for 2014)
No single-trigger change-in-control severance benefits
The Compensation Committee engages the services of an independent compensation consultant

Performance Highlights in Fiscal Year 2014

In fiscal year 2014, with the exception of one safety incident at Bristow Academy, we achieved the following significant

accomplishments with respect to each of our strategic objectives in furtherance of our pursuit of Operational Excellence:

Execution

o Objective: Streamline and standardize operational processes and technology to ensure safety, efficiency and service.
o Accomplishments

 Target Zero safety was achieved by our West Africa Business Unit and centralized major maintenance division

in fiscal year 2014.

 We reduced the Bristow Aircraft Incident Rate from 4.61 in fiscal year 2013 to 0.87 in fiscal year 2014.
 We recruited and hired a highly experienced and globally recognized expert in aviation safety into the new role
of Vice President and Chief Safety Officer to lead the Company’s global safety team, reporting directly to the
CEO and supporting the entire senior management team in its drive to achieve Target Zero safety.

 The Company and certain other helicopter operators serving the North Sea oil and gas industry conducted a
comprehensive Joint Operators Review (JOR) of safety performance and standards in response to the U.K.
Civil Aviation Authority’s issuance of its CAP 1145 safety directive, and, in connection therewith, the
Company helped establish a new, non-profit organization dedicated to improving safety in the offshore
helicopter transport industry.

 In March 2014, a fire occurred in our facility in Port Harcourt, Nigeria damaging two aircraft and a significant
amount of inventory. Nevertheless, the hard work of our Nigerian employees ensured only minimal lost time
suffered by clients as a result of the fire, and there were no reported injuries in connection with the fire.

 On time departures for our aircraft were approximately 92% for fiscal year 2014.
 Aircraft availability was 98% for fiscal year 2014.
 We received 1.7 times as many accolades as complaints from our passengers transported in fiscal year 2014.
 We appointed a highly regarded and experienced expert in fleet planning as Director of Fleet Management to
establish a global fleet management function. We created a fleet plan to rationalize, modernize and simplify
our global fleet of helicopters, reducing our current fleet, consisting of 28 different aircraft fleet and sub-fleet
types, through a measured fleet consolidation process to eight fleet types in approximately five years and to
five fleet types in approximately ten years. As part of this modernization and rationalization of our fleet, we
retired five fleet types during fiscal year 2014 and, for the first time in five years, we have recently introduced
two new fleet types, the AgustaWestland AW189 and the Sikorsky S-76D.

 We conducted extensive pilot training and conversions in preparation for search and rescue operations in the
U.K. and in response to the EC225 incident. We safely returned 13 EC225 aircraft to service during fiscal
year 2014.

 We deployed new enterprise-wide applications to support business development and knowledge sharing.
 We finalized an arrangement for the global implementation of a new Enterprise Resource Planning (ERP)

system from SAP and a proprietary application (eFlight) to streamline flight operations.

Despite these significant accomplishments, particularly in the area of safety, we experienced an incident at our Bristow
Academy facilities in Florida in January 2014 that resulted in the total loss of a training aircraft, but no reported injuries to the
instructor or student onboard. As a result of this Class “A” incident, and despite having no other aircraft accidents in our
global operations during fiscal year 2014, each of our Named Executive Officers, other corporate employees and employees in
the Bristow Academy did not receive any compensation for the air safety portion of their annual incentive award for fiscal
year 2014.

Clients

o Objective: Consistently deliver on our commitment to our clients to increase their productivity and reduce their

operational risks and costs.

o Accomplishments

 On March 26, 2013, Bristow Helicopters was awarded a new contract by the U.K. Department for Transport
(“DfT”) to provide civilian search and rescue (“SAR”) services for the Maritime and Coastguard Agency
covering the U.K. (the “U.K. SAR contract”). Four of the aircraft that will operate at bases in Stornoway and

Sumburgh under the U.K. SAR contract commenced operations under an interim SAR contract with the DfT
during June and July 2013, and will transition to the U.K. SAR contract in fiscal year 2018. During fiscal year
2014, we recruited 78 employees and broke ground at the Humberside and Inverness bases which are expected
to begin operating on April 1, 2015. From June 1, 2013, we conducted 233 accident-free missions, including
the response to a helicopter accident offshore Sumburgh on August 23, 2013, and rescued and/or assisted
205 persons.

 In January 2014, we closed our investment in Eastern Airways International Ltd. that is expected to strengthen
our ability to provide a complete suite of point-to-point transportation services for existing European based
passengers, expand helicopter services in certain areas like the Shetland Islands and create a more integrated
logistics solution for our global clients.

 We managed the suspension and return to service of the EC225 in order to minimize the impact on service

delivery to our clients.

 We were awarded or renewed significant oil and gas contracts, including in East Africa, Europe, the U.S. Gulf

of Mexico and Australia.

People

o Objective: Foster a culture of accountability and innovation that promotes safety, integrity and exceptional

performance.
o Accomplishments

 We successfully managed a comprehensive executive transition, appointment and subsequent reorganization.
 Following a comprehensive review of the Company’s organizational structure, among other changes, the new
position of Senior Vice President of Corporate Development and Strategy was added to the senior management
team and the operations and finance groups were restructured.

 We developed robust leadership training programs which have resulted in 40% of the graduates advancing into

more senior leadership positions over the past four fiscal years, including the following:

The Leadership Development program;
The Management Development program;

JMW Consultants’ Leader of the Future program;

The Advanced Management Development Program; and
Targeted executive coaching for key positions in the Company.

 In fiscal year 2014, voluntary turnover was 6.7%, which was in the Corporate Executive Board benchmark’s

top performing quartile.

 In fiscal year 2014, we administered 30 compliance courses to 432 participants focused primarily on our Code
of Business Integrity and 49 compliance courses to 287 participants focused on International Traffic in Arms
Regulations.

 We fostered a strong sense of accountability to our corporate community and pride in our Bristow brand
through our Bristow Uplift charitable giving program through which we donated a total of approximately
$564,621 to 87 charitable organizations around the world, matched more than $23,790 in charitable
contributions made by our employees and participated directly in 99 outreach events throughout the year.

Growth

o Objective: Achieve outstanding stockholder return and increase year-over-year “Bristow Value Added” or BVA.
o Accomplishments

 Stock price improvement over the course of fiscal year 2014 was approximately 16.2%.


In fiscal year 2014, we reinvested a record $628.6 million in our business through capital expenditures
intended to foster organic growth while at the same time returning significant value to our stockholders
through a 25% increase in our dividend (culminating in nearly a doubling of the dividend over the past
three fiscal years) and a record $77.7 million in share repurchases through our share repurchase program.
 We achieved year-over-year increase of consolidated BVA of approximately $42.1 million, driven by
approximately $35.5 million in revenue growth, approximately $20.5 million in margin improvement,
approximately $15.1 million in increased capital efficiency, and approximately $12.8 million from our

investment in Lider in Brazil, partially offset by approximately $41.8 million in increased aircraft and other
capital expenditures.

CEO and CFO Transitions and Pay-At-A-Glance for Fiscal Year 2014

Following extensive deliberations, the Compensation Committee approved a salary increase of 8.6% for Mr. Chiles, from
$875,000 to $950,000 effective January 1, 2014. The Committee also determined that because Mr. Chiles will continue to serve as
CEO for a meaningful portion of fiscal 2015, he will be eligible for a target bonus opportunity of 100% for the year, or if greater such
amount determined by the Committee based on criteria applicable to the Company’s CEO, in each case prorated based on the portion
of fiscal year 2015 during which Mr. Chiles serves as CEO, and he was eligible to participate in annual long-term incentive grants that
were approved for all of our officers on June 4, 2014 (but not for any periods thereafter).

On February 3, 2014, we announced that Mr. Chiles will resign as the Company’s Chief Executive Officer effective upon the
conclusion of the Annual Meeting, and thereafter will remain as an employee providing consulting services to the Company through
July 31, 2016. In determining the appropriate retirement and consulting package to provide Mr. Chiles, the Compensation Committee
considered the following:

The Company’s outstanding performance and increased stockholder value over Mr. Chiles’ tenure as CEO;

The importance of Mr. Chiles’ anticipated contribution to the Company and to continued growth in stockholder value through

the transition to our new CEO and during the consulting period; and

Competitive market data and input regarding best practices provided by the Committee’s independent advisers.

According to the terms of his agreement, upon his resignation after the Annual Meeting, Mr. Chiles will be eligible to receive a lump
sum cash payment of $3.8 million, which is equivalent to the amount that would have otherwise been payable to him as severance
under his employment agreement, and all of his outstanding incentive awards (other than any awards granted during fiscal 2015) will
vest. As a consultant, Mr. Chiles will perform such duties as requested by the Company, including advice and consulting regarding
the achievement of certain business objectives and matters of strategy. However, the consulting services to be performed by
Mr. Chiles will not include any policy-making duties or authority.

On February 3, 2014, we also announced that Mr. Baliff, currently our President, has been appointed President and Chief
Executive Officer to succeed Mr. Chiles effective immediately upon the resignation of Mr. Chiles as an officer of the Company at the
Annual Meeting. As part of the transition, the Compensation Committee also approved a 54.3% increase in the annual salary of
Mr. Baliff from $453,600 to $700,000, effective May 19, 2014, a target bonus opportunity of 75% and a maximum bonus opportunity
of 187.5% for Mr. Baliff for the portion of fiscal year 2015 prior to May 19, 2014, and a target bonus opportunity of 100% and a
maximum bonus opportunity of 250% for Mr. Baliff for the remaining portion of fiscal year 2015 beginning on May 19, 2014.

Response to FY2013 Say on Pay Results and FY2014 Compensation Program

At our 2013 Annual Meeting, 93.3% of our stockholders who cast a vote for or against the proposal approved the advisory
resolution on the compensation of our named executive officers. We received a “FOR” vote recommendation from both Institutional
Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. with respect to each of the items subject to a stockholder vote at our
2013 Annual Meeting. The Company’s overall governance practices were considered to be in the top 20% of companies reviewed by
ISS for purposes of its QuickScore report dated March 11, 2014. We carefully consider the input from stockholders and review our
programs to ensure they continue to reflect best practices and continue to align the interests of our executives with our stockholders.
In light of this strong stockholder support and the Committee’s view that our compensation program is properly aligned with our
mission, strategic objectives and stockholder interests, the Committee elected to not make any structural changes to the program for
fiscal year 2014. Our Board also considered stockholder input with respect to (i) the increase of our dividend by 25% during fiscal
year 2014, (ii) the execution of $77.7 million in share repurchases through our share repurchase program during fiscal year 2014 and
(iii) the amendment of our bylaws in order to provide that, in a Contested Election (as defined in our bylaws), only those nominees for
director receiving more votes cast for than against his or her election or re-election will be elected.

About Our Executive Compensation Program - Our Compensation Philosophy and Peer Groups

Our Compensation Philosophy

The Compensation Committee believes strongly in linking executive pay directly to operational and financial performance in
order to further align the interest of Company management with our stockholders. The base salary and deferred compensation for our
Named Executive Officers can together represent up to 100% of compensation in any given year when incentives do not pay out or
long-term awards do not vest. However, the general mix of compensation for target-level performances in the annual incentive plans,
plus the expected value of long-term compensation grants in fiscal year 2014, used by the Compensation Committee for our CEO and
our other Named Executive Officers was as follows with a degree of variation by individual executive (it is important to note that the
actual and relative mix of pay received by each of our Named Executive Officers can vary significantly based on company financial
performance, safety performance, stock price performance and the Named Executive Officer’s individual performance):

Significant Majority of NEO Pay Variable and Incentive Based

CEO*

Deferred
5%

Salary
15%

LTI
65%

Bonus
15%

Other NEOs

Deferred
5%

Salary
24%

LTI
57%

Bonus
14%

* CEO compensation targets with respect
to Mr. Chiles for fiscal year 2014.

Compensation Benchmarking

We are always competing for the best talent with our direct industry peers and with the broader market. Consequently, the
Compensation Committee (with the assistance of its independent compensation advisers) regularly reviews the market data, pay
practices and ranges of specific peer companies to ensure that we continue to offer relevant and competitive executive pay packages
each year. Our Compensation Committee generally targets the 50th percentile for our executive pay packages, subject to adjustments
based on individual experience, expertise and performance. As discussed further below, in September 2013 our Compensation
Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its compensation consultant following an extensive request for
proposals process. Prior to Pearl Meyer’s engagement, Towers Watson & Co. (“Towers Watson”) served as our Compensation
Committee’s compensation consultant. The following table sets forth each of the data points that our Compensation Committee uses
in analyzing the competiveness of our executive pay packages:

Survey and Proxy
Peer Group Data
General Industry
Survey

Description
Represents companies with revenues similar to
Bristow across all industries.

Why We Use It
To understand the level of fixed base salary paid to
executives of companies our size. This is one of two
primary data sources for base salary levels.

Oilfield Services
Industry Survey

Represents companies within Pearl Meyer’s
Oilfield Services compensation survey with
revenues comparable to Bristow. These are the
types of companies with which we compete for
executive talent.

To understand the level of base salary and incentives
paid to executives in our industry. This is one of two
primary data sources for base salary levels as well as the
primary data source for annual and long-term incentive
grant levels.

Oilfield Services
Industry Proxy Peers
(our “Proxy Peer
Group”)

Represents a select group of comparable
companies within the oilfield services industry
that have global operations, are based in or have a
significant presence in Houston, Texas, and are of
a comparative size (from a global revenues
perspective) to Bristow.

Proxy pay data for the named executive officers in our
Proxy Peer Group is used as a secondary data point when
reviewing pay for our Named Executive Officers.

As of the Record Date, our Proxy Peer Group referenced in the table above included each of the following eleven companies

listed in decreasing order of global revenues for the most recently ended fiscal year for each such company:

Proxy Peer Group

Company
Noble Corp.

Revenue (in millions)
$ 4,234

Oceaneering International, Inc.

Dresser-Rand Group Inc.

Diamond Offshore Drilling, Inc.

McDermott International Inc.

Rowan Companies plc

Forum Energy Technologies, Inc.

Tidewater Inc.

Core Laboratories NV

Newpark Resources Inc.

Helix Energy Solutions Group, Inc.

Bristow FY 2014 Global Revenues

Proxy Peer Group Median

$ 3,287

$ 3,033

$ 2,920

$ 2,659

$ 1,579

$ 1,525

$ 1,435

$ 1,074

$ 1,042

$ 877

$ 1,670

$ 1,579

Our Performance Peer Group

For purposes of measuring the Company’s total stockholder return, which is used by the Compensation Committee to calculate
the payout for our long-term performance cash awards (see pages 34-36 for more details regarding our Long-Term Incentive Awards),
the Compensation Committee uses the Simmons Offshore Transportation Services Group (the “Simmons Group”). While we do not
necessarily compete for executive talent with each of the companies within the Simmons Group, the Simmons Group provides the
Compensation Committee with an independently selected group of public companies from the offshore transportation services
industry against which to measure total stockholder return performance. As of the Record Date, the following eleven companies were
included in the Simmons Group: Bourbon S.A., CHC Group Ltd., DOF ASA, ERA Group Inc., Farstad Shipping ASA, Gulfmark
Offshore, Inc., Hornbeck Offshore Services, Inc., Kirby Corporation, Seacor Holdings Inc., Solstad Offshore ASA, and Tidewater Inc.

How Compensation is Delivered

Key Compensation Components

The compensation of our executives is separated into the following three key components that are described in more detail

below: (1) base salary, (2) annual incentive cash compensation, and (3) long-term equity and performance cash incentives.

1. Base Salary

The Compensation Committee generally targets base salaries of our executive officers at the median range of the marketplace for
executives with similar responsibilities. The Compensation Committee considers the survey data noted above and data for our
Proxy Peer Group (as defined below) when setting base salary. Salary adjustments have been typically made in June of each year
and are based on the individual’s experience and background, the general movement of salaries in the marketplace, the
Company’s financial performance and a qualitative assessment of the individual’s performance by his or her immediate
supervisor, or in the case of the Chief Executive Officer, by the Compensation Committee. In addition to its assessment of the
Chief Executive Officer’s performance, the Compensation Committee reviews the performance evaluations provided by the
Chief Executive Officer for each of the Company’s other executive officers. In response to the market and individual
performance data, the Compensation Committee may elect to provide an executive officer with a base salary that is above, at or
below the market median at any point in time. The Compensation Committee reviews the compensation of vice presidents, who
are not designated as executive officers, as a group as opposed to reviewing the compensation of each vice president on an
individual basis.

Fiscal Year 2014 and Fiscal Year 2015 Base Salaries

In June 2013, the Compensation Committee increased the base salary of the applicable named executive officers at the time who
are listed below by an average of 9.0%. These adjustments were made in order to keep their base salaries competitive in light of
the Towers Watson survey and Proxy Peer Group data provided at the time and in recognition of their individual experience,
background and performance. In February 2014, the Compensation Committee increased the base salary of Mr. Chiles by 8.6%
in connection with his anticipated retirement and related transition expectations, and the Compensation Committee further
determined that the base salary of Mr. Baliff would be increased by 54.3% effective as of May 19, 2014 in connection with his
anticipated promotion and related transition expectations. In June 2014, the Compensation Committee, after considering the
updated market survey and Proxy Peer Group data provided by Pearl Meyer, individual performance evaluations for each of
Messrs. Akel and Earle and Ms. Ware, and the experience and background of each of them, increased their base salaries by an
average of 9.2% for fiscal year 2015. The following table summarizes these changes in base salaries:

Named Executive Officer
Mr. Chiles

Mr. Baliff

Mr. Akel

Ms. Ware

Prior
Base
Salary
$825,000

420,000

341,250

353,600

330,000

Mr. Earle
Mr. Duncan (2)
____________
(1) Mr. Chiles’s new base salary was made effective January 1, 2014.
(2) Mr. Duncan left the employ of the Company effective March 8, 2014.

385,455

363,000

424,001

Base Salary
Effective
May 20, 2013
$875,000

Base Salary
Effective
May 19, 2014 (1)
$950,000

453,600

375,375

388,960

700,000

439,189

412,298

380,061

2. Annual Incentive Cash Compensation

The Company maintains an annual incentive cash compensation plan to reward selected executive officers and other employees
for their contributions to the performance of the Company by achieving specific corporate and business unit financial and safety
goals and key individual objectives. Awards under the annual incentive compensation plan are determined based on specified
performance standards, which we refer to as Key Performance Indicators (“KPIs”). For fiscal year 2014, these KPIs related
specifically to safety, financial and individual performance. The Compensation Committee monitors the target award levels and

variances to assure their competitiveness and that they are consistent with compensation strategy for incentives and for total
compensation without encouraging excessive risk-taking. Our KPIs typically incorporate certain metrics that are based on our
publicly reported financial results. In fiscal year 2014, the Compensation Committee set KPI levels for the annual incentive
awards shortly after the end of the prior fiscal year and after the budget for the next fiscal year was approved by our Board.

The Compensation Committee established on June 6, 2013 a minimum performance objective for officers of the Company set
forth in the Supplement to the Bristow Group Inc. Fiscal Year 2014 Annual Incentive Compensation Plan (the “2014 Plan”)
(which was disclosed in our Form 8-K filed on June 11, 2013), which objective was positive earnings before interest, taxes,
depreciation and amortization for any fiscal quarter during fiscal year 2014 commencing with the fiscal quarter commencing
July 1, 2013. If the minimum performance objective was not satisfied, our officers would not have been entitled to any award
under the 2014 Plan. However, given that the minimum performance objective was satisfied as determined by the Compensation
Committee on June 4, 2014, each officer was eligible to earn the applicable maximum award under the 2014 Plan, which was
subsequently reduced at the discretion of the Compensation Committee based on Company performance relative to BVA and
safety measures and individual performance.

The KPIs for our annual incentive awards are designed to support and reinforce our mission and each of our strategic objectives
in furtherance of our pursuit of Operational Excellence. Threshold KPI levels and the minimum performance objective
described above must be achieved in order to receive any payout under the annual incentive compensation plan. Participants
may earn up to as much as 250% of their annual incentive targets in the event of performance substantially exceeding the preset
targets. Annual incentive compensation awards are paid in cash.

Our KPIs for fiscal year 2014 for our annual incentive cash compensation continued to focus on the areas of safety, financial and
individual performance with the same relative weightings as were used for fiscal year 2013.

Annual Cash Incentive
Key Performance Indicators (KPIs)

Individual
25%

Safety
25%

BVA
50%

Safety (25%) – Safety continues to be the key component of the Bristow Client Promise and the cornerstone of our “Target
Zero” initiative. For fiscal year 2014, our safety KPI levels for our executive officers and actual results were as follows:

Threshold Performance Level
Expected Performance Level
Maximum Performance Level
FY 2014 Actual

BSI
Performance
Score
0.050
0.125
0.250
0.00

BSI
0.16
0.11
0.08
0.24

BAIR
2.52
1.25
0.00
0.87

BAIR Performance
Score

0.050
0.125
0.250
0.163 0.00

While our safety performance in fiscal year 2014 would normally have resulted in a performance score of 0.163 for each of
our Named Executive Officers, the performance score was effectively reduced to zero due to the Class “A” incident at our

Bristow Academy that resulted in the total loss of one of our training helicopters, but no reported injuries to the instructor or
the student onboard. Thus, none of our Named Executive Officers received any compensation related to the safety portion of
their annual incentive cash compensation for fiscal year 2014.

As set forth above, our KPIs for safety performance in fiscal year 2014 included (i) consolidated Bristow Safety Index
(“BSI”) as measured by the total number of our recordable injuries per 200,000 man hours weighted for severity of the injury,
for the fiscal year compared to a preset target, and (ii) consolidated Bristow Aircraft Incident Rate (“BAIR”) – a blended
measure of air accidents and serious incidents per 100,000 flight hours, for the fiscal year compared to a preset target. For
fiscal year 2014, in the event the Company’s administrative, ground or air operations resulted in a fatality, all corporate
employees, including each of the Company’s executive officers, as well as those employees in the business units or Bristow
Academy, depending on where the fatality occurred, would not receive any compensation for the safety portion of their
respective incentive awards. Additionally for fiscal year 2014 and as demonstrated above, in the event the Company’s air
operations resulted in a Class “A” accident, the portion of any incentive award attributable to the safety performance
component of BAIR would be zero for all of the Company’s corporate employees, including each of the Company’s
executive officers, as well as for those employees in the business units or Bristow Academy, depending on where the
Class “A” accident occurred. Finally, in furtherance of the “Target Zero” initiative, the Compensation Committee
significantly reduced the acceptable KPI levels for fiscal year 2014 compared to fiscal year 2013 by over 20% for BSI and
over 50% for BAIR.

Bristow Value Added (BVA) (50%) – For purposes of measuring our financial performance, we have used since fiscal
year 2012 a customized measure called Bristow Value Added (BVA) that is described in more detail below. In fiscal year
2014, the Company achieved a year-over-year improvement in BVA of approximately $42.1 million resulting in a BVA
performance score of 1.12. As for the BVA portion of our incentive award for fiscal year 2014, our KPI levels and actual
BVA results were as follows:

Threshold Level
Expected Level
Maximum Level

FY 2014 Actual

Year-Over-Year
Change in BVA
(in millions)

($32.4)
0.0
64.8
42.1

BVA
Performance
Score

0.00
0.50
1.50
1.12

BVA is a financial performance measure customized for the Company to measure gross cash flow (after tax operating cash
flow) less a charge for the capital employed. We believe that the BVA metric aligns the interests of our management with
those of our stockholders and also encourages management actions that increase the long-term value of the Company. For
purposes of calculating BVA, we employ the following concepts:

 Gross cash flow is total revenue, less total operating expense (excluding depreciation and amortization) plus rent
expense for the period less taxes, plus or minus an adjustment for the proportional consolidation of any large strategic
equity investment’s gross cash flow (e.g., Lider) and excluding special items, if any.

 Gross operating assets is a measure of the gross tangible assets deployed into the business to generate the Company’s
gross cash flow. Gross operating assets include net working capital (excluding cash), gross property, plant and
equipment (including the fleet), other non-current tangible assets, capitalized operating leases and an adjustment for the
gain or losses on the sale of aircraft. Gross operating assets will also be adjusted for the proportional consolidation of
any large strategic equity investment’s gross operating assets.

 The annual required return is fixed at 10.5% (2.625% per quarter). The capital charge is calculated quarterly based on
the ending balance and the full year’s capital charge is the sum of the four quarters. The capital charge is defined as
gross operating assets times the required return.

 Adjustment at the time of sale of a non-core strategic equity investment (“SEI”) equal to the after-tax gain (loss) on sale
of an equity investment by the required return such that the resulting change in BVA is reflective of the perpetual value
generation (destruction) from the non-core SEI realized at the time of sale.

We implemented BVA to enhance our focus on the returns we deliver across our organization. Improvements in BVA have
been the primary financial measure in our annual incentive plan since fiscal year 2012, aligning the interests of management
with stockholders.

Neutral year-over-year BVA performance (as adjusted for new goodwill and intangibles) results in a performance score of
0.50 and payout for this KPI at target. Year-over-year improvements in BVA result in increases to the performance score up
to a maximum of 1.50 and declines in BVA result in decreases to the performance score down to a minimum of zero.

Individual Performance (25%) – For fiscal year 2014, the individual performance results for each of our Named
Executive Officers who were eligible for incentive cash awards for fiscal year 2014 were as follows:

Threshold
Performance
Score
0.00
0.00
0.00
0.00
0.00
0.00

Target
Performance
Score
0.25
0.25
0.25
0.25
0.25
0.25

Actual Individual
Performance
Score
0.49
0.49
0.49
0.51
0.49
0.25 (1)

Named Executive Officer
William E. Chiles
Jonathan E. Baliff
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle
Mark B. Duncan (1)

__________

(1) Mr. Duncan resigned from the Company effective March 8, 2014 and his Separation Agreement provides that he will receive the targeted

performance score of 0.25 for purposes of his annual incentive cash compensation for fiscal year 2014.

Individual performance relates specifically to the individual plan member and is based on an overall performance evaluation
of the individual’s contributions during the fiscal year based on a determination by the individual’s immediate supervisor, or
in the case of the Chief Executive Officer and the other executive officers, the Compensation Committee, compared to
individualized goals set by the supervisor, or in the case of the Chief Executive Officer, the Compensation Committee. Each
of the individual goals is designed to further one of the four strategic objectives of the Company related to execution, clients,
growth and people. The practice of considering individual performance on a case-by-case basis permits consideration of
flexible criteria, including current overall market conditions.

The total pool for all annual incentive plan participants as a group for the individual component of the annual incentive award
is set as a multiple of the “expected” level ranging from 0 to 200% as recommended by the Chief Executive Officer and
approved by the Compensation Committee. In cases of extraordinary performance, an individual may receive an amount for
individual performance in excess of 200% of such participant’s targeted individual performance amount, provided that in no
event may any participant’s total annual incentive award exceed 250% of such individual’s targeted total annual cash
incentive award.

Fiscal Year 2014 Annual Cash Incentive Award Payment Calculations

The annual cash incentive awards for our CEO and each of our other Named Executive Officers for fiscal year 2014 were
calculated as follows:

Named Executive
Officer
William E. Chiles (2)
Jonathan E. Baliff
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle
Mark B. Duncan (3)
__________

FY 2014
Base
Salary (1)

$950,000
$448,997
$370,700
$384,116
$358,479
$418,721

Target Award
Percentage

100%
60%
60%
60%
60%
60%

Actual
Cumulative
Performance
Scores
X

1.61
1.61
1.61
1.63
1.61
1.37

Actual
FY 2014
Cash Incentive
Award
$1,525,344
$432,553
$357,123
$375,378
$345,350
$344,188

(1) For each Named Executive Officer, except for Mr. Chiles and Mr. Duncan, fiscal year 2014 base salary includes the lower base salary
from page 29 that was applicable between April 1, 2013 and May 19, 2013 and the higher base salary from page 29 that was applicable
between May 20, 2013 and March 31, 2014.

(2) Pursuant to his Retirement and Consulting Agreement, the fiscal year 2014 annual bonus of Mr. Chiles was based on an annual salary of

$950,000 for the entire period.

(3) Mr. Duncan resigned from the Company effective March 8, 2014 and, as part of his Separation Agreement, he was entitled to the annual
bonus, without pro-ration, for the fiscal year ended March 31, 2014, which was payable to him per his Separation Agreement following
the normal processing cycle as if he had remained employed through March 31, 2014.

Fiscal Year 2015 Annual Incentive Award Structure

In June 2014, the Compensation Committee approved and adopted an annual incentive compensation plan for fiscal year 2015
(year ending March 31, 2015) for our senior managers, including each of our Named Executive Officers (other than Mr. Duncan)
(the “2015 Plan”). The Compensation Committee established for our officers a minimum performance objective for the
2015 Plan, which objective is positive earnings before interest, taxes, depreciation and amortization during any fiscal quarter
during fiscal year 2015 commencing with the fiscal quarter beginning July 1, 2014. If the minimum performance objective is
not satisfied, our officers will not be entitled to any award under the 2015 Plan. If the minimum performance objective is
satisfied, each officer will be eligible to earn the applicable maximum award under the 2015 Plan, subject to reduction for KPIs,
individual performance and the discretion of the Compensation Committee. The KPIs selected for fiscal year 2015 and relative
weightings for each of our officers are set forth below:

Safety, including (i) the Company’s consolidated Total Recordable Injury Rate (“TRIR”), which is the number of
qualifying injuries per 200,000 labor hours, for the fiscal year compared to a preset target and (ii) Air Accidents (“AA”),
which is a measure of aircraft accidents that accounts for the severity of any damage or injuries sustained during such
events, for the fiscal year compared to a preset target – weighted 25%;

BVA – weighted 50%; and

Individual performance – weighted 25%.

The annual incentive target and maximum levels expressed as a percentage of base salary for fiscal year 2015 for our CEO and
the other Named Executive Officers (other than Mr. Duncan) are outlined below:

Named Executive Officer
William E. Chiles (1)
Jonathan E. Baliff (2)
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle

Percentage of Base Salary
Maximum
250%
187.5% / 250%
187.5%
162.5%
162.5%

Target
100%
75% / 100%
75%
65%
65%

______
(1) Mr. Chiles will be eligible for a target bonus opportunity of 100% for fiscal year 2015 and a maximum bonus opportunity of 250% for
fiscal year 2015, in each case prorated based on the portion of fiscal year 2015 during which he serves as Chief Executive Officer.
(2) Mr. Baliff will be eligible for a target bonus opportunity of 75% and a maximum bonus opportunity of 187.5% for the portion of fiscal
year 2015 prior to May 19, 2014. Mr. Baliff will be eligible for a target bonus opportunity of 100% and a maximum bonus
opportunity of 250% for the remaining portion of fiscal year 2015 beginning on May 19, 2014.

Fiscal year 2015 threshold, expected and maximum bonus award levels for the Company’s Named Executive Officers were
approved by the Compensation Committee in June 2014. The award levels for the KPIs applicable to the Named Executive
Officers for fiscal year 2015 were set at the following levels:

FY 2014 Actual

Change in
BVA
(in millions)

42.1

FY 2015 Threshold Level

(34.5)

FY 2015 Expected Level

FY 2015 Maximum Level

0.0

69.1

BAIR
0.87

BSI

0.24

TRIR
-

0.26

0.18

0.09

AA
-

0 Class A,
2 Class B
0 Class A,
1 Class B
0 Class A,
0 Class B

The Compensation Committee approved the following changes to the safety performance portion of the annual incentive award
structure applicable for fiscal year 2015:

TRIR replaced BSI as a component of the safety performance portion of the annual incentive award for fiscal year 2015.
TRIR is calculated on a consolidated basis for all employee injuries sustained, including corporate employees and
employees of Bristow Academy. If during the fiscal year, our operations result in a Permanent Total Disability Case (as
defined in the 2015 Plan) for any employee, passenger, bystander or anyone involved in such operations, the TRIR portion
of the annual incentive award would be eliminated.

AA replaced BAIR as a component of the safety performance portion of the annual incentive award for fiscal year 2015.
AA includes a new accident classification that takes into account the severity of injuries or damage. This portion of the
annual incentive award for fiscal year 2015 will be based on the number of aircraft accidents classified as Class “A” or
Class “B”. Any Class “A” accident or more than two Class “B” accidents would eliminate the AA portion of the annual
incentive award for fiscal year 2015.

If during the fiscal year, our operations result in the fatality of any employee, passenger, bystander or anyone involved in such
operations, the portion of any incentive award attributable to the safety performance components of TRIR and AA will be
eliminated for all Named Executive Officers and other specified participants pursuant to the terms of the 2015 Plan. The
Compensation Committee implemented the TRIR and AA safety performance measures in order to replace complex and varied
measures with industry-recognized criteria, which have historically been tracked by the Company and used for various other
purposes both internally and externally. Management will continue to be held accountable for the highest severity events while
also accounting for the preventability of particular incidents. The streamlined measurement process is expected to both increase
efficiency and continue to encourage desired actions by all employees in our pursuit of Target Zero.

3. Long Term Equity and Performance Cash Incentive Compensation

Long term incentive equity and performance cash awards are used by the Compensation Committee to focus management
attention on Company performance over a period of time longer than one year in recognition of the long-term horizons for return
on investments and strategic decisions in our business. The awards are designed to motivate management to assist the Company
in achieving a high level of long-term performance while discouraging excessive short-term risk taking and serve to link this
portion of executive compensation to long-term stockholder value. They are also designed to assist in executive retention
through extended vesting periods. Aggregate stock or option holdings of the executive have no bearing on the size of a long-term
incentive award.

The long term incentive compensation for each of our Named Executive Officer consists of three components as summarized in
the following table:

Long Term
Award Type Weight
Stock Options One-third  Exercise price is equal to the closing stock price on the grant date.

Key Characteristics

 Vest one-third per year and expire 10 years after the grant date.
 Value, if any, realized by executive depends on time of exercise and stock

price at that time compared to exercise price.

Performance-based incentive that holds executives accountable for driving growth in stock price
from date of grant and 10 year term supports a long-term view that extends well beyond the
vesting period

Restricted
Stock Units

One-third  Cliff vest three years from date of grant.

 Value of award is directly aligned with stock price.

Provides a powerful retention incentive which also facilitates development of a meaningful long-
term ownership stake

Performance
Cash

One-third  Payout can vary from 0% to 200% of the target cash amount, depending on Bristow’s total
stockholder return compared to companies in the Simmons Group over three years beginning
on the close of trading on March 31 immediately prior to the first fiscal year and ending on the
close of trading on March 31 at the end of the third fiscal year.

 200% payout is earned only if Bristow stockholder return is in the top quartile of companies

within the Simmons Group.

 Value of award is directly aligned with relative stockholder return.

Performance-based incentive that holds executives accountable for driving total stockholder
return performance in excess of that produced by our offshore transportation peers

The value of each of these awards is linked directly to the value of our shares: stock options only have value if the share price
increases above the exercise price, restricted stock units provide a direct connection to current stock price and performance cash
requires Bristow to provide greater stockholder returns than other companies in our industry. As a result of grants being made
each year based on the stock price at that time, executives continue to realize value from these awards only if stockholder returns
are sustained over a long period of time. The Compensation Committee chooses to issue long-term performance cash awards
which vest simultaneously with the restricted stock awards in order to encourage executives to retain stock received rather than
needing to sell or have shares withheld to pay taxes.

Depending on Bristow’s total stockholder return compared with the companies within the Simmons Group, the performance cash
payment at the end of the three-year performance period is calculated as follows (the payout is interpolated for rankings between
the 25th and 75th percentile).

TSR Percentile Rank
75th or higher
50th
25th
Below 25th

LTIP Cash Payout as a Percent of
Target Performance Cash
200%
100%
50%
0%

Fiscal Year 2014 LTIP Awards

In June 2013, the Compensation Committee authorized the annual grant of stock options, restricted stock units and long-term

performance cash awards to participating employees, including the following grants to the Named Executive Officers:

Named Executive Officer
William E. Chiles
Jonathan E. Baliff
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle
Mark B. Duncan (1)
_____________
(1) Mr. Duncan’s unvested performance cash awards, stock options and restricted stock unit grants awarded in June 2013 fully vested
effective March 8, 2014, which was the effective date of his resignation from the Company. His outstanding performance cash awards will be
based on actual results and paid at the same time the other Named Executive Officers receive their performance cash payments.

Performance Cash
Target
$ 1,575,000
$ 508,032
$ 390,390
$ 388,960
$ 333,960
$ 474,881

Restricted
Stock Units
25,681
8,284
6,365
6,342
5,445
7,743

Stock
Options
67,581
21,799
16,751
16,690
14,330
20,376

February 2014 Special Executive Equity Awards

In connection with our CEO transition and in support of our ongoing succession planning efforts, in February 2014, the
Compensation Committee authorized the grant of restricted stock units to each of Messrs. Akel, Duncan and Earle and Ms. Ware in

the amount of 12,784 shares, 14,330 shares, 12,223 shares and 13,206 shares, respectively. These special awards will vest in
February 2017, subject to continued service through February 2017 by the applicable executive or if earlier upon the executive’s death
or disability or a change in control of the Company. The Compensation Committee intended such awards to help ensure retention and
focus of our top management team in the context of the CEO transition taking place this year. Upon resigning from the Company in
March 2014, Mr. Duncan forfeited in full his outstanding special award.

Fiscal Year 2015 LTIP Awards

In June 2014, the Compensation Committee authorized the annual grant of stock options, time vested restricted stock units and
long-term performance cash awards to participating employees, including the following grants to the Named Executive Officers (other
than Mr. Duncan):

Named Executive Officer
William E. Chiles
Jonathan E. Baliff
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle

Performance Cash
Target

$ 1,583,333
$ 1,082,667
$ 439,189
$ 346,330
$ 319,251

Stock
Options
88,293
60,374
24,491
19,313
17,803

Restricted
Stock Units
21,279
14,550
5,902
4,654
4,290

The Compensation Committee established a minimum performance objective applicable to restricted stock units and long-term
performance cash awards for fiscal year 2015. The minimum performance objective is positive earnings before interest, taxes,
depreciation and amortization during any fiscal quarter beginning with the fiscal quarter commencing July 1, 2014 and ending prior to
the vesting of the restricted stock units and prior to the end of the performance cycle applicable to long-term performance cash awards.
If the minimum performance objective is not satisfied, Named Executive Officers will forfeit the fiscal year 2015 grants of restricted
stock units and long-term performance cash awards. If the minimum performance objective is satisfied, the Named Executive Officer
will be eligible to earn the full restricted stock unit award subject to time-based vesting and will be eligible for the maximum award
under the long-term performance cash awards subject to reduction based on total stockholder return, individual performance and the
discretion of the Compensation Committee. The overall design of the long-term incentives awarded in fiscal year 2015 is the same
design used in fiscal year 2014 with the final performance cash payout amount dependent on (i) satisfaction of the minimum
performance objective and (ii) the total stockholder return of the Company over a three-year period relative to the total stockholder
return of each of the companies within the Simmons Group over the same period. Mr. Chiles is included in the fiscal year 2015 LTIP
awards in recognition of his contributions to the Company’s performance during 2014 as CEO and his ongoing contributions to the
Company’s performance as a consultant to the Company. Following his resignation as CEO of the Company upon conclusion of the
Annual Meeting, Mr. Chiles will not be included in future LTIP awards.

Other Compensation Components

Deferred Compensation

Under the terms of the Company’s non-qualified deferred compensation plan for senior executives (the “Deferred Compensation
Plan”) participants including our Named Executive Officers can elect to defer a portion of their compensation for distribution at a later
date. Additionally, the Company contributes to the Deferred Compensation Plan an amount equal to the difference between the
percentage matching contribution made by the Company to the applicable employee’s 401(k) Plan Account and, in the case of the
Chief Executive Officer, up to 20% of salary and bonus, and in the case of each of our other Named Executive Officers, up to 15% of
salary and bonus.

Perquisites

Certain employees, including executive officers, are provided with certain perquisites as part of their compensation. These may
include Company-paid life or private health insurance policies. Perquisites such as these are a relatively low cost part of compensation
to be used in attracting and retaining qualified employees and executives. Other perquisites, such as car allowances and club dues
reimbursements, were eliminated in previous years.

For additional information regarding perquisites, see “Director and Executive Officer Compensation – Summary Compensation

Table.”

Employment and Severance Benefits Agreements

We have entered into employment or severance benefits agreements with certain of our Named Executive Officers. Pursuant to
these agreements, the applicable Named Executive Officers is entitled to severance and/or retirement payments and other benefits in
certain situations. See “Potential Payments upon Termination or Change-in-Control” under “Director and Executive Officer
Compensation” below for a detailed description of the amounts payable and method of calculation, including details regarding the
severance that was paid to Mr. Duncan in connection with his leaving the employ of the Company effective March 8, 2014.

The Compensation Committee believes that the severance benefits offered to the executive officers are reasonable given their
positions and the services they render for the Company. The Compensation Committee selected higher multiples for terminations
associated with a change-in-control to provide additional reasonable protections and benefits to the executive officers to align their
interests with those of stockholders in transactions where their future employment may be at risk. These change-in-control
termination payments are based on a “double trigger” requiring both the completion of a change-in-control transaction as well as
termination for “Good Reason” as defined in the applicable severance agreement or the officer being terminated without cause to
ensure such amounts will not be paid when employment continues or the individual elects to resign without good reason. The
Compensation Committee believes that providing these multiples for change-in-control terminations for up to a two-year period after a
change in control (as defined below) occurs will provide for the executive officers’ commitment to the Company or its potential
acquirer through a change-in-control event, resulting in a continuity of leadership and preserving the stockholders’ interests before and
after a transaction.

The employment agreement for Mr. Chiles that was originally executed in 2004 when he joined the Company provided for a
gross-up payment to the extent Section 280G of the Internal Revenue Code would apply to such payments as excess “parachute”
payments. However, his Retirement and Consulting Agreement executed in February 2014 supersedes his original employment
agreement, so under no circumstances will he have any right to receive any tax gross-up payment for golden parachute excise tax
liability. Similarly, no officer of the Company, including Mr. Baliff, has any right to receive any tax gross-up payment for golden
parachute excise tax liability.

Any management incentive eligible employee whose employment is terminated without cause may be eligible to receive certain
severance payments and benefits pursuant to the terms of the Company’s Management Severance Benefits Plan for U.S. Employees,
effective as of June 4, 2014, or the Company’s Management Severance Benefits Plan for Non-U.S. Employees, effective as of
June 4, 2014, as applicable (collectively, the “Severance Policy”). The Severance Policy divides employees of the Company into five
tiers with varying terms and benefits, including severance payments, bonus payments, vesting of awards under the Plan (as defined
below), payments following a change in control of our Company, provision of COBRA insurance coverage and payments for
outplacement services, subject to a release of any claims against the Company and its affiliates by the employee. Upon a termination
without cause that is not in connection with a change in control of our Company, the Severance Policy provides our Named Executive
Officers with a prorated target annual bonus, cash severance equal to one times or two times the sum of the Named Executive
Officer’s base salary and target annual bonus, accelerated vesting and payment of equity and cash incentive awards under the Plan, a
cash amount equal to COBRA premiums for 18 months and outplacement services for 12 months. If a Named Executive Officer is
terminated in connection with a change in control of our Company or within two years after such a change in control, the Severance
Policy provides for the same payments and benefits described in the foregoing sentence except that the cash severance is equal to three
times the sum of such Named Executive Officer’s base salary and the highest annual bonus paid to such Named Executive Officer
during the past three years. The Severance Policy is intended to harmonize bonus and equity for all employees of the Company and to
improve clarity for such employees with respect to their severance benefits. For more detail with respect to the Severance Policy,
refer to “Employment and Separation Agreements” below.

Other Benefits

Executive officers are eligible to participate, with other employees, in various employee benefit plans, including paid time off,
medical, dental and disability insurance plans and a 401(k) plan. The Compensation Committee exercises no discretion over this
participation.

Executive Compensation Program Governance

Participants in the Compensation-Setting Process

Compensation Committee

Our executive compensation program is overseen by the Compensation Committee. The Compensation Committee has
established an annual process for reviewing and establishing executive compensation levels. Annual base salaries are typically

reviewed and adjusted, if necessary, in June of each year. The annual incentive plan performance goals are approved in May or June
of each year. Determination of achievement of these goals, approval of bonuses under the annual incentive compensation plan for the
prior year and granting of long-term incentive awards normally takes place in June after the Company files its fiscal year-end financial
statements. Occasionally, long-term incentive awards are granted at other times of the year when appropriate for new employees or as
special recognition of performance or as retention awards.

Executive Management

Each of Messrs. Chiles, Baliff and Earle, and Ms. Ware, supports the Compensation Committee in performing its role with
respect to administering our compensation program. The Compensation Committee conducts performance evaluations of the Chief
Executive Officer, and the Chief Executive Officer conducts performance evaluations of our other executive officers and makes
recommendations to the Compensation Committee regarding all aspects of their compensation. The Chief Executive Officer, with
the Compensation Committee’s compensation consultants, makes
input from
recommendations to the Compensation Committee as to performance measures and levels to be used for annual incentive
compensation. Messrs. Baliff and Earle and Ms. Ware act pursuant to delegated authority to fulfill various administrative functions of
the Compensation Committee, such as coordinating the hiring process with respect to executives, providing legal and market updates
to the Compensation Committee, and overseeing the documentation of equity plans and awards as approved by the Compensation
Committee. No executive officer has the authority to establish or modify executive officer compensation.

the entire senior management

team and

Compensation Consultant

Compensation consultants are engaged from time to time to provide recommendations on all aspects of executive compensation
as directed by the Compensation Committee. The Compensation Committee may or may not adopt any of the recommendations of
compensation consultants, but utilizes their work as a check in arriving at its own judgment with respect to what it deems to be
appropriate. Compensation consultants have direct access to Compensation Committee members and participate in Compensation
Committee meetings, as requested by the Compensation Committee Chairman. They may also provide compensation data and advice
to management with the knowledge and consent of the Compensation Committee.

Towers Watson served as the compensation consultant for the Compensation Committee from November 2007 until July 31,
2013. In fiscal year 2014, the Company incurred approximately $125,254 in fees payable to Towers Watson for services provided to
the Compensation Committee. In order not to impair Towers Watson’s independence or to create the appearance of a conflict of
interest, Towers Watson was required by the Compensation Committee to seek and receive its prior approval for any project requested
by the Company that was anticipated to result in $20,000 or more in cost to the Company. In fiscal year 2014, Towers Watson
received approximately $161,682 directly from the Company for fees associated with consulting services provided to the Company
related to general compensation, employee benefits and other human resources related matters as well as $142,944 indirectly from the
Company for commissions from providers for health and welfare benefit program advisory services which include the following
activities: financial management services including analysis and reporting of health and welfare program expenses and trends; strategy
and plan design assistance to meet benefit program objectives and remain compliant; and management of vendors that provide
administrative and insurance services to ensure appropriate service levels and competitive terms/conditions.

In September 2013, the Compensation Committee approved the engagement of Pearl Meyer for work to be performed for the
period from September 30, 2013 to August 1, 2014, and the chairperson of the Compensation Committee was authorized to assess
whether the work of Pearl Meyer for the Compensation Committee raised any conflict of interest, including a review of a number of
independence factors, which included the factors set forth under Rule 10C-1 of the Securities Exchange Act of 1934. In order not to
impair Pearl Meyer’s independence or to create the appearance of a conflict of interest, Pearl Meyer was required by the
Compensation Committee to seek and receive its prior approval for any project requested by the Company that is anticipated to result
in $20,000 or more in cost to the Company. In fiscal year 2014, the Company incurred approximately $146,840 in fees payable to
Pearl Meyer for services provided to the Compensation Committee or with the Compensation Committee’s approval. The chairperson
of the Compensation Committee determined that the work of Pearl Meyer for the Compensation Committee did not raise any conflicts
of interest. Specifically, the Committee determined that Pearl Meyer was an independent advisor based upon the following
considerations:

Pearl Meyer did not provide any services to the Company or management other than services requested by or with the
approval of the Committee, and its services were limited to executive and non-executive director compensation consulting.
Pearl Meyer does not provide, directly or indirectly through affiliates, the Company with any non-executive compensation
services, including pension consulting or human resource outsourcing;

The Committee meets regularly in executive session with Pearl Meyer outside the presence of management;

Pearl Meyer maintains a conflicts policy, which was provided to the Committee with specific policies and procedures

designed to ensure independence;

Fees paid to Pearl Meyer by Bristow during 2013 were less than 1% of Pearl Meyer’s total revenue;

None of the Pearl Meyer consultants working on Company matters had any business or personal relationship with Committee

members;

None of the Pearl Meyer consultants working on Company matters (or any consultants at Pearl Meyer) had any business or

personal relationship with any executive officer of the Company; and

None of the Pearl Meyer consultants working on Company matters own Company stock.

The Committee continues to monitor the independence of its compensation consultant on a periodic basis.

Risk Management

The Compensation Committee carefully considers the relationship between our overall compensation policies, programs and
practices for executive officers and other employees and risk. The Compensation Committee continually monitors the Company’s
general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any
components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the
Company. One way in which the Compensation Committee discourages the Company’s executive officers and other employees from
excessive risk-taking to achieve financial goals is by requiring that participants uphold and certify their compliance with the
Company’s legal and ethical standards as described in the Company’s Code of Business Integrity and the policies that support the
Code. Additionally, in the event of an accident that results in a fatality, all executive officers and certain other plan members will not
receive any compensation for the safety portion of their respective annual incentive awards. Finally, in the event of a Class “A”
accident, all executive officers and certain other plan members will not receive the air safety portion of their respective annual
incentive awards. The Committee has determined that the Company’s compensation plans and policies do not encourage excessive
risk taking.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines for directors and executive officers that are included in our Corporate
Governance Guidelines, which are posted on our website, www.bristowgroup.com, under the “Governance” caption. No later than
August 3, 2013 or five years after becoming a director on our Board, outside directors are expected to hold Company stock with a
value equal to at least four times the annual cash retainer paid to outside directors at the time that the applicable director joined the
Board. In the event the annual cash retainer is increased during a director’s tenure on the Board, such director has five years from the
effective date of such increase to hold additional Company stock equal to at least four times the amount of the increase to the annual
cash retainer paid to outside directors. Compliance with the stock ownership guidelines by the outside directors is reviewed each year
by the Corporate Governance and Nominating Committee of the Board as part of the director nomination and selection process.

Officers are expected to hold Company stock, including unvested restricted stock and unvested restricted stock units, with a

value equal to a multiple of their base salary as follows:

Officer Share Ownership Guidelines

Officer Level

CEO
Senior Vice President
Vice President

Ownership Requirement
as a Multiple of Salary
5.00 x
2.00 x
1.25 x

Officers are expected to reach this level of holdings by the later of June 2016 and the five year anniversary of the date they first
became an officer. On February 4, 2014, the Board modified the Corporate Governance Guidelines to provide that in the event an
officer is promoted to a position with a higher stock holding requirement (including from Vice President to Senior Vice President or
from Senior Vice President to CEO), such officer must comply with the increased stock ownership requirements for such new position
within five years from the effective date of such promotion. Compliance with the stock ownership guidelines by the officers is
reviewed each year by the Compensation Committee of the Board as they consider each officer’s compensation for the following year.

The Company does not have specific equity or other security ownership requirements or guidelines for employees other than officers.
However, management level employees are encouraged to take an ownership stake in the Company and are specifically compensated
with equity compensation. Further, the current compensation design for officers and senior managers contains a cash portion that vests
concurrently with time vested restricted stock to encourage officers and senior managers to retain stock received rather than selling or
having shares withheld to pay taxes.

Clawback Policy

If an individual is determined by the Compensation Committee to have violated the Company’s Code of Business Integrity, that
individual may lose a portion or all of their annual incentive compensation as determined by the Compensation Committee on a case
by case basis. The Company’s 2007 Long Term Incentive Plan (as amended and restated in 2013, the “Plan”) is administered by the
Compensation Committee. The Compensation Committee directly oversees the Plan as it relates to officers of the Company and
oversees the Plan in general, its funding and award components, the type and terms of the awards to be granted and interprets and
administers the Plan for all participants. The Compensation Committee has not established provisions in our annual incentive plan or
the Plan for retroactively adjusting past performance compensation in the event of a restatement of these results leads to a different
outcome. Implementation of such provisions has been postponed pending the release of guidelines from the SEC.

Stock Vesting and Holding Periods

In order to provide flexibility for the Compensation Committee to determine how most appropriately to compensate management
under different circumstances, the Plan does not include minimum vesting periods for awards. However, historically, restricted stock
units granted under the Plan have cliff vested three years from the date of grant and stock options granted under the Plan have vested
ratably in equal portions on the first, second and third anniversaries of the date of grant.

In an effort to provide our officers and directors with flexibility in how they manage their personal finances, the Company’s
Corporate Governance Guidelines do not include holding periods for Company stock and options, but instead focus on minimum stock
ownership values based on relative levels of seniority. The Company’s stock ownership guidelines described above effectively
require that our executive officers and directors together in the coming years hold as a group approximately $14.5 million of Company
stock, including unvested restricted stock and unvested restricted stock units. As of the Record Date, our executive officers and
directors together actually held $34.4 million of Company stock, including unvested restricted stock and unvested restricted stock
units, which is $19.9 million in excess of the minimum amount set forth in the Company’s stock ownership guidelines.

Hedging and Pledging Policies

Pursuant to our Corporate Governance Guidelines, directors and executive officers are specifically prohibited from holding any
Company stock in a margin account or engaging in any transaction that would have the effect of hedging the economic risk of
ownership of their Company stock. Furthermore, directors and executive officers may not pledge Company stock as collateral for a
loan or for any other purpose without the prior express written consent of the General Counsel of the Company. Finally, any pledging
of or trading in Company stock by directors and executive officers is subject to the additional restrictions set forth in our Insider
Trading and Confidential Information Policy.

Accounting and Tax Issues

The Compensation Committee also considers the potential impact of Section 162(m) of the Internal Revenue Code of 1986, as
amended (“Section 162(m)”). Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation
exceeding $1 million in any taxable year for the Chief Executive Officer and certain other senior executive officers, other than
compensation that is performance-based under a plan that is approved by the stockholders of the corporation and that meets certain
technical requirements. The Compensation Committee reserves the right to exercise subjective discretionary compensation decisions
where appropriate and therefore has and may in the future authorize awards or payments to executives which may not meet the
requirements of Section 162(m).

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management
and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation
Discussion and Analysis be included in this proxy statement.

Bruce H. Stover, Chairman
Thomas N. Amonett
Lori A. Gobillot
Mathew Masters

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table provides information about the compensation of each of our Named Executive Officers:

Summary Compensation Table

Stock
Awards
($) (2)

Option
Awards
($) (2)

Non-Equity
Incentive Plan
Compensation
($) (3)

- $3,546,165 $ 1,605,968 $ 1,525,344

Change in
Pension
Value &
Nonqualified
Deferred
Compensation
Earnings($) (4)
$

Name & Principal
Position
William E. Chiles, ...
CEO

Fiscal
Year
2014 $886,438 $

Salary
($) (1)

Bonus
($)

All Other
Compensation
($) (5)
451,891 $ 8,015,806

Total($)

2013 $ 814,521 $

- $ 2,508,328 $ 1,223,459 $ 1,295,087 $

2012 $ 750,000 $

- $ 2,343,502 $ 1,071,450 $ 1,125,000 $

Jonathan E. Baliff, ..
President

2014 $448,997 $

- $ 1,143,872 $ 518,023 $ 432,553 $

2013 $ 417,205 $

- $ 796,137 $ 388,328 $ 364,846 $

K. Jeremy Akel, ......
Sr. VP and COO (6)

Hilary S. Ware, .......
Sr. VP and Chief
Administrative Officer

E. Chipman Earle, ....
Sr. VP, Chief Legal
Officer and Corporate
Secretary (7)

Mark B. Duncan, .....
Former Sr. VP,
Commercial (8)

2012 $ 400,000 $

- $ 680,276 $ 311,033 $ 308,000 $

2014 $370,700 $

- $1,788,912 $ 398,064 $ 357,123 $

2013 $ 338,979 $

- $ 513,600 $ 250,499 $ 273,133 $

2014 $384,116 $

- $1,815,750 $ 396,614 $ 375,378 $

2013 $ 351,700 $

- $ 585,366 $ 285,531 $ 288,218 $

2012 $ 340,000 $

- $ 451,881 $ 206,593 $ 240,763 $

2014 $358,479 $

- $1,621,933 $ 340,532 $ 345,350 $

2014 $418,721 $

- $2,089,212 $ 484,207 $ 344,188 $

2013 $ 382,890 $

- $ 609,121 $ 297,103 $ 334,838 $

2012 $ 367,100 $

- $ 506,113 $ 231,395 $ 244,810 $

405,497 $ 6,246,892

281,443 $ 5,571,395

128,900 $ 2,672,345

120,483 $ 2,086,999

103,764 $ 1,803,073

104,634 $ 3,019,433

86,832 $ 1,463,043

108,615 $ 3,080,473

97,149 $ 1,607,964

79,143 $ 1,318,380

103,999 $ 2,770,293

$ 1,164,324 $ 4,500,652

100,162 $ 1,724,114

91,896 $ 1,441,314

_____________
(1) Under the terms of their respective employment or severance agreements, as applicable, each of Messrs. Chiles, Baliff, Akel and Earle, and Ms.

Ware is entitled to the compensation described under “Employment Agreements” below.

(2) For awards of stock and performance cash awards, the amount shown is the aggregate grant date fair value computed in accordance with FASB
ASC Topic 718. Grants of performance cash awards received in fiscal years 2012, 2013 and 2014 cliff vest at the end of three years if certain
performance goals are met. We have included the grant date fair value of these performance cash awards in the Stock Awards column since
these awards are within scope of FASB ASC 718. For awards of options (including awards that subsequently have been transferred), the amount
shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information, see Note 10 to our
consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. These amounts may not
correspond to the actual value that will be recognized by the executive. In the case of Mr. Duncan, his unvested stock options, performance cash
awards and restricted stock unit grants awarded in May 2012 and June 2013 fully vested on March 8, 2014, but his unvested restricted stock unit
grant awarded in February 2014 was forfeited in full per its terms and the Separation Agreement. His outstanding performance cash awards will
be based on actual results and paid at the same time the other Named Executive Officers receive their performance cash payments.

(3) Annual cash performance awards approved by the Compensation Committee at its June meeting each year for fiscal years 2012, 2013 and 2014
under the annual incentive compensation plan for such years. For fiscal year 2014, Mr. Duncan received an annual cash performance award for
the fiscal year ended March 31, 2014, not prorated, as if he had remained employed through March 31, 2014.

(4) Our Named Executive Officers do not participate in any defined benefit or pension plan through the Company and did not receive any above-

market or preferential earnings on nonqualified deferred compensation during fiscal years 2012, 2013 and 2014.

(5)

Includes for fiscal year 2014:

401(k) contribution...............................
Life and Disability Insurance ...............
Deferred Compensation Plan
Contribution .........................................
Reimbursement for spousal travel
Severance .............................................
TOTAL ................................................

Mr. Chiles
$ 16,004
21,248

Mr. Baliff
$ 15,009
8,405

Mr. Akel
$ 14,892
9,176

Ms. Ware
$ 13,861
9,336

Mr. Earle

15,110
8,786

Mr. Duncan
$

16,146
7,816

414,639
-
-
$ 451,891

105,486
-
-
$ 128,900

80,566
-
-
$104,634

85,418
-
-
$ 108,615

80,103
-
-
$103,999

96,231
7,229
1,036,902
$ 1,164,324

(6) Mr. Akel was not a Named Executive Officer in fiscal year 2012 and, therefore, his compensation is not disclosed for that fiscal year.

(7) Mr. Earle was not employed by the Company in fiscal year 2012 and he was not a Named Executive Officer in fiscal year 2013 and, therefore,

his compensation is not disclosed for those fiscal years.

(8) Mr. Duncan left the employ of the Company effective March 8, 2014.

Grants of Plan-Based Awards

The following table sets forth information concerning grants of awards to each of our Named Executive Officers under the Plan

during fiscal year 2014:

Grants of Plan-Based Awards for Fiscal Year 2014

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Estimated Future Payouts Under
Equity Incentive Plan Awards

Threshold
(#)

Maximum
(#)

Target
(#)
787,500 1,575,000 3,150,000
25,681
25,681
67,581
67,581
-
-

-
-
-

Exercise
or Base
Price of
Option
Awards
($/Sh)
-
-
62.65
-

Grant Date
Fair Value
of Stock
and Option
Awards
($) (1)
1,937,250
1,608,915
1,605,968
-

254,016
-
-
-

195,195
-
-
-
-

194,480
-
-
-
-

508,032 1,016,064
8,284
21,799
-

8,284
21,799
-

390,390
6,365
16,751
-
12,784

388,960
6,342
16,690
-
13,206

780,780
6,365
16,751
-
12,784

777,920
6,342
16,690
-
13,206

-
-
62.65
-

-
-
62.65
-
71.18

624,879
518,993
518,023
-

480,180
398,767
398,064
-
909,965

478,421
397,326
396,614
-
940,003

Name
Mr. Chiles

Mr. Baliff

Mr. Akel

Ms. Ware

Grant Date
June 6, 2013 (2)
June 6, 2013 (3)
June 6, 2013 (4)
June 6, 2013 (5)

June 6, 2013 (2)
June 6, 2013 (3)
June 6, 2013 (4)
June 6, 2013 (5)

Threshold
($)
-
-
-
380,000

-
-
-
108,864

June 6, 2013 (2)
June 6, 2013 (3)
June 6, 2013 (4)
June 6, 2013 (5)
February 3,2014 (7)

-
-
-
90,090
-

-
-
-
81,350
-

Target
($)
-
-
-
950,000

-
-
-
272,160

-
-
-
225,225
-

-
-
-
203,376
-

Maximum
($)
-
-
-
2,375,000

-
-
-
680,400

-
-
-
563,063
-

-
-
-
508,440
-

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Estimated Future Payouts Under
Equity Incentive Plan Awards

Name
Mr. Earle

Grant Date
June 6, 2013 (2)
June 6, 2013 (3)
June 6, 2013 (4)
June 6, 2013 (5)
February 3,2014 (7)

Threshold
($)
-
-
-
87,120
-

Mr. Duncan June 6, 2013 (2)
June 6, 2013 (3)
June 6, 2013 (4)
June 6, 2013 (5)
February 3,2014 (7)

-
-
-
101,760
-

Target
($)
-
-
-
217,800
-

-
-
-
254,401
-

Maximum
($)
-
-
-
544,500
-

Threshold
(#)
166,980
-
-
-
-

-
-
-
636,002
-

237,441
-
-
-
-

Target
(#)
333,960
5,445
14,330
-
12,223

474,881
7,743
20,376
-
14,330

Exercise
or Base
Price of
Option
Awards
($/Sh)
-
-
62.65
-
71.18

Maximum
(#)
667,920
5,445
14,330
-
12,223

949,762
7,743
20,376
-
14,330

-
-
62.65
-
71.18

Grant Date
Fair Value
of Stock
and Option
Awards
($) (1)
410,771
341,129
340,532
-
870,033

584,104
485,099
484,207
-
1,020,009

(1) These amounts represent the grant date fair value of stock options and restricted stock units granted to each Named Executive Officer during
fiscal year 2014 as computed in accordance with FASB ASC Topic 718. For the relevant assumptions used to determine the valuation of our
awards, see Note 10 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

(2) Performance cash awards that vest at the end of three years depending on the Company’s performance as measured by Total Stockholder Return

compared to the companies within the Simmons Group.

(3) Restricted stock units that cliff vest on June 6, 2016.

(4) Options that vest ratably in equal increments on June 6, 2014, 2015 and 2016.

(5) Annual Incentive Compensation awards that were paid in cash in June 2014 based on key performance indicators for the fiscal year 2014. See

“Annual Incentive Compensation” above.

(6) Mr. Duncan’s unvested stock options, performance cash awards and restricted stock unit grants awarded in June 2013 fully vested on March 8,
2014, but his unvested restricted stock unit grant awarded in February 2014 was forfeited in full per its terms and the Separation Agreement.
His outstanding performance cash awards will be based on actual results and paid at the same time the other Named Executive Officers receive
their performance cash payments.

(7) Retention awards of restricted stock units were granted on February 3, 2014 to Messrs. Akel, Earle and Duncan and Ms. Ware in the amount of
12,784 shares, 12,223 shares, 14,330 shares and 13,206 shares, respectively. These retention awards will vest on February 3, 2017, subject to
continued service through that date by the applicable officer, or if earlier upon the officer’s death or disability or a change in control of the
Company. As noted above, Mr. Duncan’s unvested restricted stock unit grant awarded on February 3, 2014 was forfeited in full per its terms
and the Separation Agreement.

Employment and Separation Agreements

Mr. Chiles and the Company entered into a Retirement and Consulting Agreement, dated January 30, 2014, to specify the terms
of his continued employment with the Company. Prior to his resignation as an officer, Mr. Chiles will continue to serve as the
Company’s President and Chief Executive Officer and will (1) receive a salary of $950,000 per year commencing January 1, 2014,
(2) remain eligible for annual bonuses, with the fiscal year 2014 annual bonus based on an annual salary of $950,000 for the entire
period and the fiscal year 2015 annual bonus prorated for his time of service as an officer of the Company and paid at the greater of
target level of 100% of salary for that period or the level of actual achievement of relevant performance goals, (3) remain eligible for a
grant of long-term incentive awards, which may include equity awards and performance cash awards, in the sole discretion of the
Compensation Committee of the Board of Directors of the Company, and (4) remain eligible for participation in the Company’s
401(k), welfare, deferred compensation and other plans pursuant to the terms of such plans.

Upon his resignation as an officer, Mr. Chiles will be entitled to a lump sum cash payment of $3.8 million, which is equivalent to
the amount that would be payable as severance under the employment agreement that was in effect prior to the execution of the
Retirement and Consulting Agreement. In addition, all outstanding long-term incentive awards other than awards granted in 2014 will
fully vest. Under the terms of the Retirement and Consulting Agreement, following his resignation as an officer and ending July 31,
2016, Mr. Chiles will provide consulting services to the Company relating to the achievement of certain business objectives and

matters of strategy. During the period that he provides consulting services to the Company, Mr. Chiles will receive a salary at the rate
of $950,000 per year, be eligible for a discretionary cash bonus with respect to the first year of his provision of consulting services and
be entitled to other specified benefits. At the end of the consulting period, all long-term incentive awards granted in 2014 will fully
vest.

The Retirement and Consulting Agreement contains certain restrictive covenants and confidentiality provisions, including non-
noncompete and non-solicitation obligations continuing for 18 months after Mr. Chiles terminates all employment and consulting
services with the Company, and a mutual non-disparagement provision. We recorded compensation expense of $1.9 million during
fiscal year 2014 related to the Retirement and Consulting Agreement.

As part of its determination of the terms and conditions of the Retirement and Consulting Agreement, the Compensation
Committee considered, among other factors, the following: (i) the then-existing employment agreement of Mr. Chiles, (ii) existing
employment policies of the Company, (iii) competitive market data provided by Pearl Meyer in respect of recent oil and gas industry
CEO succession arrangements, and (iv) expectations for Mr. Chiles to assist with a successful, measured CEO transition process and
to continue assisting with the implementation and realization of various strategic initiatives which he had an integral role in
formulating.

Mr. Baliff and the Company entered into an employment agreement, effective as of October 11, 2010. The agreement had an
initial term of one year which is automatically extended by successive one-year periods unless either party gives appropriate notice of
nonrenewal. Under the agreement, the Company will credit an annual amount equal to the difference between the percentage
matching contribution made by the Company to Mr. Baliff’s 401(k) Plan Account and up to 15% of Mr. Baliff’s annual salary and
bonus to Mr. Baliff’s Deferred Compensation Plan Account. The Company provides Mr. Baliff with a term life insurance policy in
the amount of $500,000 payable to his designated beneficiaries. If Mr. Baliff’s employment is terminated by the Company or by him
for Good Reason (as those terms are defined in Mr. Baliff’s employment agreement) or under certain other circumstances specified in
Mr. Baliff’s employment agreement within two years of a Change of Control, as defined, he will be entitled to a lump sum cash
payment equal to three times the sum of Mr. Baliff’s annual base salary and highest annual incentive bonus received by him for any of
the last three fiscal years, along with other benefits including vesting of outstanding long-term incentive awards. The agreement also
contains confidentiality, non-competition, employee non-solicitation and other provisions. Mr. Baliff is also eligible to participate in
the Company’s Management Severance Benefits Plan for U.S. Employees, which provides that in the event of his involuntary
termination without cause (other than during the two years following a change in control of the Company) he would be entitled to a
severance payment equal to two times the sum of his base salary and target bonus, payment of a prorated target bonus for the year of
termination subject to achievement of minimum performance objectives, vesting of outstanding equity and performance cash awards
subject to achievement of minimum performance objectives, and certain continued welfare benefits and outplacement services. As
described above, effective May 19, 2014, Mr. Baliff’s base salary is $700,000, and Mr. Baliff will be eligible for a cash bonus, if he
and the Company meet certain performance targets, of up to 250% of his base salary. The Compensation Committee determined such
amount in connection with his anticipated promotion based on (i) Mr. Baliff’s experience, skills and prior compensation,
(ii) competitive market data consisting of (a) peer group data and (b) compensation survey data and (iii) the compensation received by
Mr. Chiles in his position as President and Chief Executive Officer. The Compensation Committee targeted the total value of
Mr. Baliff’s compensation between the 25th and 50th percentile of the competitive market data that it reviewed.

Mr. Akel and the Company entered into an amended and restated severance benefits agreement, effective as of April 10, 2012.
The agreement remains in effect for the term of Mr. Akel’s employment with the Company. Effective May 19, 2014, Mr. Akel’s base
salary is $439,189 and he will be eligible for a cash bonus, if he and the Company meet certain performance targets, of up to 187.5%
of his base salary. If Mr. Akel’s employment is terminated by the Company without Cause or by him for Good Reason (as those terms
are defined in Mr. Akel’s severance benefits agreement) or under certain other circumstances specified in Mr. Akel’s severance
benefits agreement, he will be entitled to a lump sum cash payment calculated pursuant to a formula set forth therein, along with other
benefits including vesting of outstanding long-term incentive awards. The lump sum payment is equal to (i) if the termination occurs
within two years of a Change of Control, as defined, three times the sum of Mr. Akel’s annual base salary and highest annual incentive
bonus received by him for any of the last three fiscal years and (ii) if the termination occurs at any other time, the sum of Mr. Akel’s
annual base salary and current annual incentive target bonus for the full year in which termination occurred. The Company will also
credit an annual amount equal to the difference between the percentage matching contribution made by the Company to Mr. Akel’s
401(k) Plan Account and up to 15% of Mr. Akel’s annual salary and bonus to Mr. Akel’s Deferred Compensation Plan Account. The
Company provides Mr. Akel with a term life insurance policy in the amount of $500,000 payable to his designated beneficiaries. The
agreement also contains confidentiality, non-competition, employee non-solicitation and other provisions. Mr. Akel is also eligible to
participate in the Company’s Management Severance Benefits Plan for U.S. Employees, which provides that in the event of his
involuntary termination without cause (other than during the two years following a change in control of the Company) he would be
entitled to a severance payment equal to one times the sum of his base salary and target bonus, to payment of a prorated target bonus

for the year of termination subject to achievement of minimum performance objectives, to vesting of outstanding equity and
performance cash awards subject to achievement of minimum performance objectives, and to certain continued welfare benefits and
outplacement services.

Ms. Ware and the Company entered into an amended and restated severance benefits agreement, effective as of November 4,
2010. The agreement remains in effect for the term of Ms. Ware’s employment with the Company. Effective May 19, 2014,
Ms. Ware’s annual base salary is $412,298 and she will be eligible for an annual cash bonus, if she and the Company meet certain
performance targets, of up to 162.5% of her base salary. The Company will also credit an annual amount equal to the difference
between the percentage matching contribution made by the Company to Ms. Ware’s 401(k) Plan Account and up to 15% of Ms.
Ware’s annual salary and bonus to Ms. Ware’s Deferred Compensation Plan Account. The Company provides Ms. Ware with a term
life insurance policy in the amount of $500,000 payable to her designated beneficiaries. If Ms. Ware’s employment is terminated by
the Company without Cause or by her for Good Reason (as those terms are defined in Ms. Ware’s severance benefits agreement) or
under certain other circumstances specified in Ms. Ware’s severance benefits agreement, she will be entitled to a lump sum cash
payment calculated pursuant to a formula set forth therein, along with other benefits including vesting of outstanding long-term
incentive awards. The lump sum payment is equal to (i) if the termination occurs within two years of a Change of Control, as defined,
three times the sum of Ms. Ware’s annual base salary and highest annual incentive bonus received by her for any of the last three
fiscal years and (ii) if the termination occurs at any other time, the sum of Ms. Ware’s annual base salary and current annual incentive
target bonus for the full year in which termination occurred. The agreement also contains confidentiality, non-competition, employee
non-solicitation and other provisions. Ms. Ware is also eligible to participate in the Company’s Management Severance Benefits Plan
for U.S. Employees, which provides that in the event of her involuntary termination without cause (other than during the two years
following a change in control of the Company) she would be entitled to a severance payment equal to one times the sum of her base
salary and target bonus, to payment of a prorated target bonus for the year of termination subject to achievement of minimum
performance objectives, to vesting of outstanding equity and performance cash awards subject to achievement of minimum
performance objectives, and to certain continued welfare benefits and outplacement services.

Beginning in 2012, the Compensation Committee determined to discontinue entering into employment agreements with

executive officers. Accordingly, neither Mr. Earle nor Mr. Briscoe has an employment agreement.

As we previously announced on March 31, 2014, Mark B. Duncan resigned as Senior Vice President, Commercial of the
Company effective March 8, 2014. Mr. Duncan and the Company entered into a Separation Agreement and Release, dated March 31,
2014, pursuant to which Mr. Duncan received benefits generally consistent with the termination without cause terms set forth in his
Amended and Restated Employment Agreement dated June 6, 2006, as amended March 10, 2008, and under the Company’s Executive
Severance Benefits Plan dated November 3, 2010 and Vesting of Awards Upon Involuntary Termination Without Cause Policy dated
November 6, 2013. The Separation Agreement contains certain restrictive covenants and confidentiality provisions, including
non-compete, non-solicitation and non-disparagement obligations continuing for 18 months after March 8, 2014. The Compensation
Committee considered these covenants and provisions and the importance of a successful, mutually amicable transition of senior
management roles when it approved the Separation Agreement.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning unexercised stock options and unvested restricted stock of each of our

Named Executive Officers:

Outstanding Equity Awards at Fiscal Year-End – March 31, 2014

Option Awards

Stock Awards

Name
Mr. Chiles

Mr. Baliff

Mr. Akel

Ms. Ware

Mr. Earle

Mr. Duncan (3)

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
-
-
-
29,000
36,100
-
-
41,241
24,493
-

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
-
-
-
-
-
-
23,034
20,621
48,988
67,581

Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
-
-
-
-
-
-
-
-
-
-

-
-
-

-
-
-
-
-
-
-
5,015
-

-
7,000
-
-
7,952
5,716
-

-
-

-
-
-
8,500
13,600
-
-
13,360
17,844
20,376

5,986
15,549
21,799

-
-
-
-
-
-
1,236
10,030
16,751

-
-
-
-
3,976
11,433
16,690

9,522
14,330

-
-
-
-
-
-
-
-
-
-

-
-
-

-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-
-

Option
Exercise
Price
($)
$27.21
$29.17
$35.06
$46.45
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65

$43.79
$43.38
$62.65

$28.25
$29.17
$46.45
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65

$42.75
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65

Option
Expiration
Date
06/21/14
12/29/15
06/14/16
05/24/17
06/05/18
06/04/19
06/09/20
06/08/21
05/25/23
06/06/23

06/08/21
05/25/22
06/06/23

07/01/14
12/29/15
05/24/17
06/05/18
06/04/19
06/09/20
06/08/21
05/25/22
06/06/23

08/15/17
06/05/18
06/04/19
06/09/20
06/08/21
05/25/22
06/06/23

$47.35
$62.65

07/30/22
06/06/23

$29.82
$29.17
$35.06
$46.45
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65

03/08/15
03/08/15
03/08/15
03/08/15
03/08/15
03/08/15
03/08/15
03/08/15
03/08/15
03/08/15

Number of
Shares or
Units of
Stock That
Have Not
Vested(#)
-
-
-
-
-
-
-
-
-
-

Market
Value
of Shares or
Units of
Stock That
Have Not
Vested($)
-
-
-
-
-
-
-
-
-
-

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights That
Have Not Vested (#)
-
-
-
-
-
-
-
-
-
78,557

Equity Incentive Plan
Awards: Market or
Payout
Value of Unearned
Shares, Units or Other
Rights That
Have Not Vested($)
$ 2,741,667 (2)
-
-
-
-
-
-
-
-
$ 5,932,625

-
-
-

-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-
-

-
-
-

-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-
-

-
-
24,362

-
-
-
-
-
-
-
-
26,213

-
-
-
-
-
-
30,834

-
22,895

-
-
-
-
-
-
-
-
-
-

$ 878,332 (2)
-
$ 1,839,818

$ 629,265 (2)
-
-
-
-
-
-
-
$ 1,979,606

$ 661,232 (2)
-
-
-
-
-
$ 2,328,584

$ 333,960 (2)
$ 1,729,030

$ 758,190 (2)
-
-
-
-
-
-
-
-
-

_____________
(1) Options vest and become exercisable in three equal annual installments after the date of grant.

(2) Performance cash awards vest in full three years from the date of grant. This amount represents the total of all outstanding unvested
performance cash awards from fiscal year 2013 and fiscal year 2014 assuming a payout at the “target” level. Following March 31, 2014,
performance cash awards from fiscal year 2012 for all Named Executive Officers, except for Mr. Earle (who was not employed by the Company
at the time that the award was granted), vested at 200% of the target level in the following amounts based on the Company’s Total Stockholder
Return over the three year period ended March 31, 2014: Mr. Chiles - $2,275,000, Mr. Baliff - $660,400, Mr. Akel - $136,349, Ms. Ware -
$438,667, and Mr. Duncan - $491,333 (see footnote 3 below).

(3) Pursuant to the terms of Mr. Duncan’s Separation Agreement described above, Mr. Duncan’s performance cash awards are scheduled to be paid
on the same date such awards are paid to the Company’s other active employees with such amounts based on actual performance of the
performance criteria applicable to each outstanding performance award. Mr. Duncan’s unvested stock options, performance cash awards and
restricted stock unit grants awarded in June 2011, May 2012 and June 2013 fully vested on March 8, 2014. Mr. Duncan’s vested stock options
remain exercisable for 12 months following March 8, 2014. Mr. Duncan’s unvested restricted stock unit grant awarded February 2014 was
forfeited in full per its terms and the Separation Agreement.

Option Exercises and Stock Vested

The following table sets forth information concerning exercises of stock options and vesting of restricted stock of each of our

Named Executive Officers during fiscal year 2014:

Option Exercises and Stock Vested – Fiscal Year 2014

Name
Mr. Chiles ........................................
Mr. Baliff .........................................
Mr. Akel ..........................................
Ms. Ware .........................................
Mr. Earle ..........................................
Mr. Duncan (1) ..................................

Option Awards

Stock Awards

Number of Shares
Acquired on Exercise (#)
183,166
19,746
6,734
34,219
4,760
35,714

Value Realized
on Exercise ($)
$ 6,834,895
$ 510,619
$ 269,797
$ 1,288,920
96,247
$
$ 1,799,354

Number of Shares
Acquired on Vesting (#)
28,300
25,000
1,749
7,401
-
52,165

Value Realized
on Vesting ($)
$ 1,817,426
$ 1,814,500
$ 112,321
$ 475,292
-
$
$ 3,630,017

_____________
(1) Pursuant to his Separation Agreement, Mr. Duncan’s unvested stock options, performance cash awards and restricted stock unit grants awarded

in June 2011, May 2012 and June 2013 fully vested on March 8, 2014.

Nonqualified Deferred Compensation Plans

The following table sets forth information concerning deferred compensation for each of our Named Executive Officers during

fiscal year 2014:

Nonqualified Deferred Compensation – Fiscal Year 2014

Name
Mr. Chiles ..........................................
Mr. Baliff ..........................................
Mr. Akel ............................................
Ms. Ware ...........................................
Mr. Earle ...........................................
Mr. Duncan (1) ...................................
_____________
(1) Registrant contributions in last fiscal year are included in all other compensation in the Summary Compensation Table.

Registrant
Contributions in
Last FY ($) (1)
$ 414,639
$ 105,486
$ 80,566
$ 85,418
$ 80,103
$ 96,231

Aggregate
Earnings in
Last FY ($)
$ 470,641
35,354
$
36,732
$
30,025
$
$
7,285
$ 132,711

Executive
Contributions in
Last FY ($)
-
-
-
-
-
-

Aggregate
Withdrawals/
Distributions ($)
-
-
-
-
-
-

Aggregate
Balance at
Last FYE ($)
$ 3,680,257
$ 346,420
$ 326,367
$ 467,897
$ 104,237
$ 894,167

Under the terms of the Company’s Deferred Compensation Plan for senior executives, participants can elect to defer a portion of
their compensation for distribution at a later date. Additionally, the Company contributes an amount to the Deferred Compensation

Plan account of participants equal to the difference between the percentage matching contribution made by the Company to the
applicable participant’s 401(k) Plan Account and in the case of the Chief Executive Officer, up to 20% of salary and bonus, and in the
case of each of our other Named Executive Officers, up to 15% of annual base salary and bonus. Deferred Compensation Plan
holdings are invested in the same general funds available under the Company’s 401(k) Plan in accordance with the elections of the
plan participant. Distributions upon retirement or termination of employment are made pursuant to the participant’s election subject to
any applicable limitations of the Internal Revenue Code. We have general contractual obligations to pay the deferred compensation
upon the participant’s termination of employment for any reason, including but not limited to death, disability or retirement.

Potential Payments upon Termination or Change-in-Control

Each of our Named Executive Officers, with the exception of Mr. Duncan who left the employ of the Company effective
March 8, 2014, is party to an employment or severance benefit agreement as described above or is otherwise covered by the Severance
Policy. Pursuant to these agreements and the Severance Policy, Messrs. Baliff, Akel and Earle and Ms. Ware are entitled to certain
severance benefits. If Messrs. Baliff, Akel or Earle’s or Ms. Ware’s employment is terminated by the Company without Cause or in
some cases by the employee for Good Reason (as defined in the applicable agreement), he or she would be entitled to a lump sum
severance payment equal to a multiple of the sum of his or her annual base salary plus his or her current annual incentive target bonus
for the full year in which the termination of employment occurred. For Mr. Baliff, the multiple is two, and for Messrs. Akel and Earle
and Ms. Ware, the multiple is one. The definition of “Cause” includes, among other things, conviction of the officer of a crime
involving moral turpitude or a felony, commission by the officer of fraud upon, or misappropriation of funds of, the Company,
knowing engagement by the officer in any activity in direct competition with the Company, and a material breach by the officer of
covenants related to confidentiality, non-competition and non-solicitation. The definition of “Good Reason” includes, among other
things, a reduction in the officer’s base salary or bonus opportunity, a relocation of more than fifty miles of the officer’s principal
office, a material failure of the Company to comply with any material provision of such employment agreement. Prior to terminating
his or her employment for Good Reason, the officer must comply with the notice provisions of his or her employment or severance
benefits agreement.

Pursuant to the Retirement and Consulting Agreement described above, if his employment with the Company is involuntarily
terminated without cause prior to his resignation as an officer, Mr. Chiles will receive (1) payment of his annual salary through the
date of the Annual Meeting, (2) payment of annual bonuses to which he would have otherwise been entitled with respect to service
through the date of the Annual Meeting, (3) full vesting of his long-term incentive awards other than the 2014 long-term incentive
awards and (4) the lump sum cash payment of $3.8 million, which is equivalent to the amount that would be payable as severance
under the employment agreement that was in effect prior to the execution of the Retirement and Consulting Agreement. In addition to
the foregoing (to the extent not previously paid) and subject to timely execution of a release of claims against the Company and its
affiliates, upon expiration of the consulting period on July 31, 2016, or upon any earlier involuntary termination of his employment
with the Company without cause, Mr. Chiles will receive (A) payment of his annual salary through July 31, 2016, (B) full vesting of
the 2014 long-term incentive awards, (C) a lump sum cash payment of $250,000 for health insurance coverage and (D) a payment of
20% of all salary and any cash bonus amount attributable to any period after he is no longer eligible to participate in the Company’s
deferred compensation plan.

The following amounts would be payable if the listed officer’s employment is terminated by the Company without Cause or, in
certain cases, by the employee for Good Reason. In the case of Mr. Duncan, the amounts set forth below are the actual amounts that
were paid to Mr. Duncan in connection with his resignation from the Company effective March 8, 2014.

Mr. Chiles .........................
Mr. Baliff ..........................
Mr. Akel ............................
Ms. Ware...........................
Mr. Earle ...........................
Mr. Duncan (5) .............................

Salary
Multiple (1)
$ 3,800,000
$ 453,600
$ 375,375
$ 388,960
$ 363,000
-

Target Bonus
Multiple (2)
$ 950,000
$ 272,160
$ 225,225
$ 233,376
$ 217,800
$ 344,188

Vesting of
Equity Awards (3)
$ 12,910,338
$ 4,018,584
$ 2,288,766
$ 2,920,247
$ 1,592,571
$ 3,448,853

Extended
Health and other
Benefits (4)
$ 250,000
29,271
$
36,640
$
2,361
$
36,640
$
75,029
$

Total

$ 17,910,338
$ 4,773,615
$ 2,926,006
$ 3,544,944
$ 2,210,011
$ 3,868,070

_____________
(1) Except for Mr. Duncan, assumes the salary in effect on April 1, 2014. A lump sum cash payment of $1,036,902 was paid to Mr. Duncan as
severance pay and payment for unused vacation and a total of $367,740 was paid to Mr. Duncan in equal installments over six months as salary
continuation on the Company’s normal payroll schedule for compensation and benefits in lieu of the six-month notice period provided in his
employment agreement.

(2) Except for Mr. Duncan, assumes target bonus percentage in effect on April 1, 2014. For Mr. Duncan, the amount shown is equal to his annual
bonus for the fiscal year ending March 31, 2014, which was payable to him per his Separation Agreement following the normal processing cycle
as if he had remained employed through March 31, 2014.

(3) Except for Mr. Duncan, assumes that the triggering event took place on March 31, 2014, the last business day of fiscal year 2014, and a price
per share of $75.52, the closing market price of our common stock as of March 31, 2014, the final trading day of fiscal year 2014. For
Mr. Duncan, the amount shown is based on the closing market price on his effective resignation date, March 8, 2014, of $78.30.

(4) Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the
largest amount the Company would be responsible for. The amount for Mr. Duncan includes $36,000 for outplacement services and $39,504 as
reimbursement to Mr. Duncan and his beneficiaries for COBRA insurance coverage for up to 24 months following his effective resignation,
date, March 8, 2014. The amount for Mr. Chiles includes a $250,000 lump sum cash payment intended to compensate for the expense of
COBRA continuation coverage and a market medical insurance policy for his spouse until his spouse attains the age of 65.

(5) Mr. Duncan resigned from the Company effective March 8, 2014. He received the severance payments set forth in the table above in

accordance with his Separation Agreement.

Additionally, if any Named Executive Officer’s employment is terminated by the Company without Cause or by the Named
Executive Officer for Good Reason within the two years following a change in control of our Company, he or she would be entitled
pursuant to our Severance Policy to a prorated target annual bonus, cash severance equal to three times the sum of the Named
Executive Officer’s base salary and the highest annual bonus paid to such Named Executive Officer during the past three years,
accelerated vesting and payment of equity and cash incentive awards under the Plan, a cash amount equal to COBRA premiums for
18 months and outplacement services for 12 months. The definition of “Change in Control” includes, subject to certain exceptions,
(i) acquisition by any individual, entity or group of beneficial ownership of 35% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors, (ii) a change in at least a majority of the Company’s Board (iii) approval by the stockholders
of the Company of a merger, unless immediately following such merger, substantially all of the holders of the Company’s securities
immediately prior to merger beneficially own more than 50.1% of the common stock of the entity resulting from such merger, and
(iv) the sale or other disposition of all or substantially all of the assets of the Company.

The following amounts would be payable if the listed officer’s employment is terminated pursuant to a change in control event.

Mr. Chiles .....................
Mr. Baliff ......................
Mr. Akel ........................
Ms. Ware .......................
Mr. Earle .......................

Salary
Multiple
$ 3,800,000
$ 1,360,800
$ 1,126,125
$ 1,166,880
$ 1,089,000

Highest Annual
Bonus Multiple
$ 950,000
$ 1,094,539
$ 819,398
$ 864,654
$ 784,080

Vesting
of Equity
Awards (1)
$12,910,338
$ 4,018,584
$ 3,254,214
$ 3,917,564
$ 2,515,652

Extended
Health
Benefits (2)
$ 250,000
29,271
$
36,640
$
2,361
$
36,640
$

Tax Gross Up

Total

N/A
N/A
N/A
N/A
N/A

$17,910,338
$ 6,503,194
$ 5,236,377
$ 5,951,459
$ 4,425,372

_____________
(1) Assumes that the triggering event took place on March 31, 2014, the last business day of fiscal year 2014, and a price per share of $75.52, the

closing market price of our common stock as of March 31, 2014, the final trading day of fiscal year 2014.

(2) Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the

largest amount the Company would be responsible for.

Any benefits payable pursuant to the above triggering events are payable in a cash lump sum not later than six months following

the termination date.

The employment and severance benefits agreements of the Named Executive Officers also contain certain non-competition and
non-solicitation provisions. For additional information regarding these employment agreements, see “Director and Executive Officer
Compensation – Employment Agreements.”

Director Compensation

The following table sets forth information concerning the compensation of each of our directors other than Mr. Chiles, who is a

Named Executive Officer:

Director Compensation - Fiscal Year 2014

Name
Thomas N. Amonett ........................ $
Stephen J. Cannon ........................... $
Michael A. Flick ............................. $
Lori A. Gobillot .............................. $
Ian A. Godden ................................. $
Stephen A. King (2) .......................... $
Thomas C. Knudson ....................... $
Mathew Masters (2) .......................... $
Bruce H. Stover ............................... $

Fees Earned
or Paid in Cash ($)
100,000
90,000
90,000
100,000
90,000
110,000
276,833
100,000
130,000

Stock
Awards ($)(1)
$ 125,000
$ 125,000
$ 125,000
$ 125,000
$ 125,000
$ 125,000
$ 125,000
$ 125,000
$ 125,000

All Other
Compensation ($)
-
-
-
-
-
-
-
-
-

$
$
$
$
$
$
$
$
$

Total ($)

225,000
215,000
215,000
225,000
215,000
235,000
401,833
225,000
255,000

_____________
(1) The amounts in this column represent the fair value of restricted stock unit awards computed in accordance with FASB ASC Topic 718. For

additional information, see Note 10 to our consolidated financial statements in our Annual Report on Form 10-K for fiscal year 2014.

(2) Pursuant to agreements with Caledonia Investments plc. as employer, Messrs. King and Masters assign any compensation received from the
Company, including restricted shares awarded under the Company’s stock plans, to Caledonia. Messrs. King and Masters disclaim beneficial
ownership of any such shares.

The Compensation Committee recommends for approval by our Board the annual retainer, stock awards and other benefits for
members of our Board. The Compensation Committee’s objective with respect to director compensation is to provide compensation
incentives that attract and retain individuals of outstanding ability. Directors who are Company employees do not receive a retainer or
fees for service on our Board or any committees. The Company pays non-employee members of our Board for their service as
directors. For fiscal year 2014, directors who were not employees received:

Forms of Director Compensation
Annual Chairman of the Board Fee(1): ...............
Annual director fee:............................................
Committee Chairmen Annual Fees:

Audit Committee .......................................
Compensation Committee .........................
Governance and Nominating Committee ..
Equity-based compensation: ..............................

Amount ($)
$ 250,000
$ 90,000

$ 20,000
$ 20,000
$ 10,000
At each Annual Meeting of the Company, each non-employee
director was granted a number of restricted stock units with a
value of $125,000 based on the closing price on the date of the
Annual Meeting. The restricted stock units vested six months
after the date of grant.

_____________
(1) The Chairman of our Board was only eligible to receive each year $125,000 in equity-based compensation together with the $250,000 payable
in cash for the Annual Chairman of the Board Fee and foregoes any other annual director fee, committee chairman fee or meeting attendance fee
that would otherwise have applied.

Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board or committees

and for other reasonable expenses related to the performance of their duties as directors.

On May 13, 2013, the Compensation Committee recommended and the Board approved changes in director compensation
effective April 1, 2013 that removed meeting attendance fees and increased the annual chairman of the board fee from $168,000 to

$250,000, the annual director fee from $40,000 to $90,000 and annual equity based compensation from $100,000 to $125,000. The
Compensation Committee recommended and the Board approved these changes in an effort to attract and retain individuals of
outstanding ability by providing compensation that is competitive in the marketplace and consistent with best practices. The
Compensation Committee and the Board considered market data provided by Towers Watson in determining the overall amount of
director and Chairman of the Board compensation as well as the relative split of such compensation between annual director and
committee chairmen fees paid in cash and annual equity-based compensation awarded in restricted stock.

On February 4, 2014, the Compensation Committee recommended and the Board approved changes in director compensation
requiring that each non-management director make a binding election at the time of grant to either (i) receive 35% of his or her award
in the form of restricted cash and the remaining 65% of such award in the form of restricted stock units or (ii) receive 100% of his or
her award in the form of restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the
date of grant.

On February 4, 2014, the Board approved special, one-time cash compensation awards in the following amounts in recognition
of outstanding effort with respect to the CEO transition from Mr. Chiles to Mr. Baliff: (i) $20,000 award for the Chairman of the
Board; (ii) $20,000 award for the Chairman of the Compensation Committee; and (iii) $10,000 award for each other member of the
Compensation Committee. Each such award was paid by the Company to the applicable recipient on February 26, 2014.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information about the Company’s common stock that may be issued under existing equity

compensation plans as of March 31, 2014.

Plan category

Equity compensation plans
approved by security holders

Equity compensation plans not
approved by security holders

Total

Number of securities to be issued
upon exercise of outstanding options,
warrants and rights
(a)

Weighted-average exercise price of
outstanding options, warrants and
rights
(b)

931,358

$49.20

Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in

column (a))

(1)

(c)

3,009,105

_____________
(1) The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted

stock units, stock awards, performance units and performance shares.

ITEM 2 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

Our Board recognizes the interest that the Company’s stockholders have in the compensation of the Company’s Named
Executive Officers. In recognition of that interest and in accordance with the requirements of SEC rules and the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, this proposal, commonly known as a “say on pay” proposal, provides the
Company’s stockholders with the opportunity to cast an advisory vote on the compensation of the Company’s Named Executive
Officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules, including the discussion of the
Company’s compensation discussion and analysis beginning on page 22 followed by the compensation tables beginning on page 42 of
this proxy statement. This advisory vote is intended to give the Company’s stockholders an opportunity to provide an overall
assessment of the compensation of the Company’s Named Executive Officers rather than focus on any specific item of compensation.
As described in the Compensation Discussion and Analysis included in this proxy statement, the Company has adopted an executive
compensation program that reflects the Company’s philosophy that executive compensation should be structured so as to align each
executive’s interests with the interests of the Company’s stockholders.

As an advisory vote, the stockholders’ vote on this proposal is not binding on our Board or the Company and our Board could, if
it concluded it was in the Company’s best interests to do so, choose not to follow or implement the outcome of the advisory vote.
However, the Company expects that the Compensation Committee of our Board will review voting results on this proposal and give
consideration to the outcome when making future executive compensation decisions for the Company’s Named Executive Officers.

Approval, on an advisory basis, of the Company’s executive compensation requires the affirmative vote of holders of at least a
majority of the votes cast at the Annual Meeting in person or by proxy. All duly submitted and unrevoked proxies will be voted for the
proposal, except where a contrary vote is indicated or authorization to vote is withheld.

Recommendation

Our Board unanimously recommends that stockholders approve, on an advisory basis, the compensation of the

Company’s Named Executive Officers by voting FOR the approval of the following resolution:

RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy
statement relating to the 2014 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules
promulgated by the SEC, is hereby approved.

Vote Required

The approval of this proposal requires the affirmative vote of a majority of votes cast on this proposal. Abstentions and broker

nonvotes will not count either for or against the proposal.

AUDIT COMMITTEE REPORT

The Audit Committee’s principal functions are to select each year a firm of independent auditors, to assist our Board in fulfilling
its responsibility for oversight of the Company’s accounting and internal control systems and principal accounting policies, to
recommend to the Company’s Board, based on its discussions with the Company’s management and independent auditor, the
inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K and to oversee the entire independent
audit function. The Company believes that each of the five members of the Audit Committee satisfy the requirements of the applicable
rules of the SEC and the NYSE as to independence, financial literacy and experience. Our Board has determined that at least one
member, Stephen A. King, is an audit committee financial expert as defined by the SEC. Our Board has adopted a charter for the
Audit Committee, a copy of which is posted on our website, www.bristowgroup.com, under the “Governance” caption.

In connection with the Company’s consolidated financial statements for the fiscal year ended March 31, 2014, the Audit

Committee has:

reviewed and discussed the audited financial statements and matters related to Section 404 of the Sarbanes-Oxley Act of

2002 with management and the independent auditor;

discussed with the Company’s independent auditor, KPMG LLP, the matters required to be discussed by Statements on
Auditing Standards No. 61 (Communications with Audit Committees), as superseded by the Public Company Accounting
Oversight Board Auditing Standard No. 16;

received the written disclosures and the letter from KPMG LLP as required by Public Company Accounting Oversight
Board Rule 3526 regarding the independent auditor’s communications with the Audit Committee concerning independence,
and discussed with the independent auditor that firm’s independence; and

considered whether the provision of services by KPMG LLP not related to the audit of the Company’s consolidated

financial statements is compatible with maintaining the independence of KPMG LLP.

Based on the review and discussions with the Company’s management and independent auditor, as set forth above, the Audit
Committee recommended to the Company’s Board, and our Board has approved, that the audited financial statements be included in
the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014, as filed with the SEC.

Audit Committee

Stephen A. King, Chairman
Thomas N. Amonett
Stephen J. Cannon
Michael A. Flick
Ian A. Godden

ITEM 3 - APPROVAL AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS

Fiscal Year 2014 Audit

KPMG conducted the examination of the Company’s financial statements for the fiscal year 2014. Representatives of KPMG
are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available
to respond to appropriate questions.

During the Company’s two most recent fiscal years, the Company did not consult KPMG with respect to the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements, or any other matters or reportable events listed in the Items 304(a)(2)(i) and (ii) of
Regulation S-K.

Accounting Fees and Services

Set forth below are the fees paid by the Company to KPMG for the fiscal years indicated.

Audit Fees ...................................................................................................
Audit-Related Fees .....................................................................................
All Other Fees .............................................................................................
Tax Fees ......................................................................................................

2014
$ 2,898,855
$ 260,350
$ 403,280
$ 763,855

2013
$ 2,255,538
$ 164,697
$ 1,011,379
$ 583,877

Description of Non-Audit Services

Audit fees for each period include costs to assess our internal controls over financial reporting.

Audit-Related Fees – audit-related fees for fiscal year 2014 related principally to conversion of our U.K. accounts to IFRS and

the new U.K. Financial Reporting Standards.

All Other Fees – such fees relate to immigration and transaction support consulting services.

Tax Fees – tax fees included fees for tax compliance, tax advice and tax planning services rendered by the Company’s

independent accountants.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and
all services performed by, our independent accounting firm. At the beginning of each year, the Audit Committee approves the
proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by KPMG during
the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the
year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

Our Audit Committee policy requires prior Audit Committee approval of all services performed by our independent accounting
firm, regardless of the scope of such services. The Audit Committee has delegated this prior approval authority to its Chairman for all
non-audit services undertaken in the ordinary course. Any services approved by the Audit Committee Chairman pursuant to this
delegated authority must be reported to the full Audit Committee at its next regularly scheduled meeting.

Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table above were authorized and

approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein.

Fiscal Year 2015 Audit

The Audit Committee of the Company’s Board has selected the firm of KPMG as the Company’s independent auditors for fiscal
year 2015. Stockholder approval and ratification of this selection is not required by law or by the bylaws of the Company.
Nevertheless, our Board has chosen to submit it to the stockholders for their approval and ratification. Of the shares represented and
entitled to vote at the Annual Meeting (whether in person or by proxy), more votes must be cast in favor of than votes cast against the
proposal to ratify and approve the selection of KPMG as the Company’s independent auditors for fiscal year 2014, in order for this

proposal to be adopted. The Proxyholder named in the accompanying proxy card will vote FOR the foregoing proposal unless
otherwise directed therein. Abstentions will not be counted either as a vote FOR or as a vote AGAINST the proposal to ratify and
approve the selection of KPMG as the Company’s independent auditors for fiscal year 2015. Broker nonvotes will be treated as not
present for purposes of calculating the vote with respect to the foregoing proposal, and will not be counted either as a vote FOR or
AGAINST or as an ABSTENTION with respect thereto. If more votes are cast AGAINST this proposal than FOR, our Board will take
such decision into consideration in selecting independent auditors for the Company.

Our Board recommends a vote FOR the approval and ratification of the selection of KPMG LLP as the Company’s

independent auditors for fiscal year 2015.

Compensation Committee Interlocks and Insider Participation

OTHER MATTERS

No member of the Compensation Committee during the fiscal year 2014 was an officer or employee of the Company or was
formerly an officer of the Company. No member of the Compensation Committee had any relationship requiring disclosure by the
Company under any paragraph of Item 404 of Regulation S-K (Transaction with Related Persons, Promoters and Certain Control
Persons).

Transactions with Related Persons

As we previously announced on November 7, 2012, the Board waived a potential conflict of interest under its Code of Business
Integrity relating to Ms. Ware and the Company’s desire to amend the Company’s agreement with Mr. Robert S. Tucker, husband of
Ms. Ware, which previously covered employee relations consulting services, to also include management coaching to a specified
individual. The agreement automatically renews each year and may be terminated by either party on five days’ notice. The Board
believes that the engagement of Mr. Tucker is reasonable and necessary, subject to adequate controls and under arm’s length
competitive terms. During fiscal year 2014, the Company paid $133,890 to Mr. Tucker pursuant to the agreement.

Review and Approval of Related Party Transactions

The Company has adopted a written policy governing transactions with related parties that applies to all transactions required to
be disclosed as related party transactions under Item 404 of Regulation S-K. Under this policy, all such related person transactions are
required to be approved or ratified by the Audit Committee. No member of the Audit Committee may review or approve any
transaction or amendment if he is involved directly or indirectly in the transaction. Our Board may also decide that a majority of
directors disinterested in the transaction will review and approve a particular transaction or amendment. When reviewing and
approving a related person transaction, the Audit Committee, or other board committee as the case may be, will be required to fully
inform itself about the related party’s relationship and interest regarding the material facts of the proposed transaction and determine
that the transaction is fair to the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers, and certain beneficial owners (collectively, “Section 16
Persons”) to file with the SEC and NYSE reports of beneficial ownership on Form 3 and reports of changes in ownership on Form 4 or
Form 5. Copies of all such reports are required to be furnished to us. To our knowledge, based solely on a review of the copies of
Section 16(a) reports furnished to us for fiscal year 2014 and other information, all filing requirements for the Section 16 Persons have
been complied with during or with respect to fiscal year 2014.

Items of Business to Be Acted Upon at the Meeting

Item 1. ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT AS DIRECTORS

Our Board unanimously recommends that you vote FOR the election of each of the following nominees:

Thomas N. Amonett

Jonathan E. Baliff

Stephen J. Cannon

Michael A. Flick

Lori A. Gobillot

Ian A. Godden

Stephen A. King

Thomas C. Knudson

Mathew Masters

Bruce H. Stover

Biographical information for these nominees can be found beginning on page 11 of this proxy statement.

Item 2. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

Our Board unanimously recommends that stockholders approve, on an advisory basis, the compensation of the

Company’s named executive officers by voting FOR the approval of the following resolution:

RESOLVED, that the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy
statement relating to the 2014 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules
promulgated by the SEC, is hereby approved.

Item 3. APPROVAL AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS

Our Board unanimously recommends that you vote FOR the approval and ratification of the selection of KPMG LLP as

the Company’s independent auditors for fiscal year 2015.

VOTING OF THE PROXY

SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED IN THE
PROXIES. IF NO DIRECTION IS SPECIFIED, SUCH SHARES WILL BE VOTED “FOR” THE NOMINEES AND “FOR” THE
OTHER PROPOSALS SET FORTH ABOVE.

General

The cost of soliciting Proxies will be borne by us, and upon request, we will reimburse brokerage firms, banks, trustees,
nominees and other persons for their out-of-pocket expenses in forwarding proxy materials to the beneficial owners of our securities.
Our directors, officers and employees may, but without compensation other than regular compensation, solicit Proxies by telephone,
telegraph, or personal interview.

Householding

The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more
stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card.
This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing
and printing expenses. A number of brokerage firms have instituted householding. As a result, if you hold your shares through a
broker and you reside at an address at which two or more stockholders reside, you will likely be receiving only one annual report and
proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial
stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such
beneficial stockholder that elected to continue to receive separate annual reports or proxy statements wishes to receive a single annual
report or proxy statement in the future, that stockholder should contact their broker or send a request to Secretary, Bristow Group Inc.,
2103 City West Blvd., 4th Floor, Houston, Texas 77042, telephone number (713) 267-7600.

Upon the written request of any stockholder entitled to vote at the Annual Meeting, we will provide, without charge, a
copy of our Annual Report on Form 10-K for fiscal year 2014. Any such request should be directed to Secretary, Bristow
Group Inc., 2103 City West Blvd., 4th Floor, Houston, Texas 77042, telephone number (713) 267-7600. Requests from
beneficial owners of our shares must set forth a good faith representation that as of June 12, 2014, the requester was a
beneficial owner of shares entitled to vote at the Annual Meeting.

June 20, 2014

By Order of our Board of Directors

E. Chipman Earle
Senior Vice President, Chief Legal Officer,
and Corporate Secretary

ANNUAL REPORT TO STOCKHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2014
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________

Commission File Number 001-31617
Bristow Group Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

2103 City West Blvd.,
4thFloor
Houston, Texas
(Address of principal executive offices)

72-0679819
(IRS Employer
Identification Number)

77042
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class
Common Stock ($.01 par value)

Name of each exchange on which registered
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Securities registered pursuant to Section 12(g) of the Act: NONE

YES

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

YES

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).

YES

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

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

Large accelerated filer

Accelerated filer

Non-accelerated filer
(Do not check if a smaller
reporting company

Smaller reporting company

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

YES

The aggregate market value of the voting Common Stock held by non-affiliates of the registrant, based upon the closing price on the

New York Stock Exchange, as of September 30, 2013 was $2,530,357,785.

The number of shares outstanding of the registrant’s Common Stock as of May 16, 2014 was 35,585,384.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant’s Definitive Proxy Statement, to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A not later than 120 days after the close of the Registrant’s fiscal year, are incorporated by reference under Part III of this Form
10-K.

BRISTOW GROUP INC.
INDEX — ANNUAL REPORT (FORM 10-K)

Introduction ...........................................................................................................................................................

Forward-Looking Statements................................................................................................................................

PART I

Item 1.

Business ................................................................................................................................................................

Item 1A. Risk Factors...........................................................................................................................................................

Item 1B. Unresolved Staff Comments .................................................................................................................................

Item 2.

Properties ..............................................................................................................................................................

Item 3.

Legal Proceedings .................................................................................................................................................

Item 4. Mine Safety Disclosures .......................................................................................................................................

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities ...............................................................................................................................................................

Item 6.

Selected Financial Data.........................................................................................................................................

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...............................

Item 7A. Quantitative and Qualitative Disclosures about Market Risk ...............................................................................

Item 8.

Consolidated Financial Statements and Supplementary Data...............................................................................

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure...............................

Item 9A. Controls and Procedures .......................................................................................................................................

Item 9B. Other Information .................................................................................................................................................

PART III

Item 10. Directors, Executive Officers and Corporate Governance....................................................................................

Item 11. Executive Compensation.......................................................................................................................................

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.............

Item 13. Certain Relationships and Related Transactions, and Director Independence......................................................
Item 14. Principal Accounting Fees and Services ...............................................................................................................

Item 15. Exhibits, Financial Statement Schedules ..............................................................................................................

Signatures...............................................................................................................................................................................

PART IV

Page
1

34
35

137

139

140

145

BRISTOW GROUP INC.
ANNUAL REPORT (FORM 10-K)

INTRODUCTION

This Annual Report on Form 10-K is filed by Bristow Group Inc., which we refer to as Bristow Group or the Company.

We use the pronouns “we”, “our” and “us” and the term “Bristow Group” to refer collectively to Bristow Group and its
consolidated subsidiaries and affiliates, unless the context indicates otherwise. We also own interests in other entities that we do
not consolidate for financial reporting purposes, which we refer to as unconsolidated affiliates, unless the context indicates
otherwise. Bristow Group, Bristow Aviation Holdings Limited (“Bristow Aviation”), our consolidated subsidiaries and affiliates,
and the unconsolidated affiliates are each separate corporations, limited liability companies or other legal entities, and our use of
the terms “we,” “our” and “us” does not suggest that we have abandoned their separate identities or the legal protections given to
them as separate legal entities. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period.
Therefore, the fiscal year ended March 31, 2014 is referred to as “fiscal year 2014”.

We are a Delaware corporation incorporated in 1969. Our executive offices are located at 2103 City West Blvd., 4th Floor,

Houston, Texas 77042. Our telephone number is (713) 267-7600.

Our website address is http://www.bristowgroup.com. We make our website content available for information purposes only.
It should not be relied upon for investment purposes, nor is it incorporated by reference in this Annual Report. All of our periodic
report filings with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) for fiscal periods ended on or after December 15, 2002 are made available, free of
charge, through our website, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on
Form 8-K, and any amendments to these reports. These reports are available through our website as soon as reasonably practicable
after we electronically file or furnish such material to the SEC. In addition, the public may read and copy any materials we file
with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or on the SEC’s Internet website
located at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.

FORWARD-LOOKING STATEMENTS

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

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

You should consider the following key factors when evaluating these forward-looking statements:

•

the possibility of political instability, war or acts of terrorism in any of the countries where we operate;

fluctuations in worldwide prices of and demand for oil and natural gas;

fluctuations in levels of oil and natural gas exploration and development activities;

fluctuations in the demand for our services;

the existence of competitors;

the existence of operating risks inherent in our business, including the possibility of declining safety performance;

the possibility of changes in tax and other laws and regulations;

the possibility that the major oil companies do not continue to expand internationally;

•

the possibility of significant changes in foreign exchange rates and controls;

general economic conditions including the capital and credit markets;

the possibility that we may be unable to acquire additional aircraft due to limited availability or unable to exercise
aircraft purchase options;

the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;

the possibility that we may be unable to obtain financing or we may be unable to draw on our credit facilities;

the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;

the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;

the possibility that reductions in spending on helicopter services by governmental agencies could lead to modifications
of search and rescue (“SAR”) contract terms or delays in receiving payments; and

the possibility that we do not achieve the anticipated benefits from the addition of new-technology aircraft to our
fleet.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe
are important factors to consider. For a more detailed description of risk factors, please see the risks and uncertainties described
under Item 1A. “Risk Factors” included elsewhere in this Annual Report.

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

PART I

Item 1. Business

Overview

We are the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft
operated and one of two helicopter service providers to the offshore energy industry with global operations. We have a long history
in the helicopter services industry through Bristow Helicopters Ltd. (“Bristow Helicopters”) and Offshore Logistics, Inc., having
been founded in 1955 and 1969, respectively. We have major transportation operations in the North Sea, Nigeria and the U.S. Gulf
of Mexico, and in most of the other major offshore energy producing regions of the world, including Australia, Brazil, Canada,
Russia and Trinidad. We provide private sector SAR services in Australia, Canada, Norway, Russia and Trinidad, and we began
providing public sector SAR services in North Scotland on behalf of the Maritime & Coastguard Agency in June 2013. Additionally,
in March 2013 we were awarded a new contract to provide public sector SAR services for all of the U.K., which will commence
during fiscal year 2016.

We generated 83%, 94% and 92% of our consolidated operating revenue, business unit operating income and business unit
adjusted EBITDAR, respectively, from operations outside of the U.S. in fiscal year 2014. Adjusted EBITDAR is calculated by
taking our net income and adjusting for interest expense, depreciation and amortization, rent expense (included as components of
direct cost and general and administrative expense), provision for income taxes, gain (loss) on disposal of assets and any special
items during the reported periods.

We conduct our business in one segment: Helicopter Services. The Helicopter Services segment operations are conducted

primarily through five business units:

• Europe,

• West Africa,

• North America,

• Australia, and

• Other International.

We provide helicopter services to a broad base of major integrated, national and independent offshore energy companies.
Our clients charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms,
drilling rigs and other installations. To a lesser extent, our clients also charter our helicopters to transport time-sensitive equipment
to these offshore locations. These clients’ operating expenditures in the production sector are the principle source of our revenue,
while their exploration and development capital expenditures provide a lesser portion of our revenue. The clients for SAR services
include both the oil and gas industry, where our revenue is primarily dependent on our client’s operating expenditures, and
governmental agencies, where our revenue is dependent on a country’s desire to privatize SAR and enter into long-term contracts.

Helicopters are generally classified as small (four to eight passengers), medium (12 to 16 passengers) and large (18 to 25
passengers), each of which serves a different transportation need of the offshore energy industry. Medium and large helicopters,
which can fly in a wider variety of operating conditions, over longer distances, at higher speeds and carry larger payloads than
small helicopters, are most commonly used for crew changes on large offshore production facilities and drilling rigs. With these
enhanced capabilities, medium and large helicopters have historically been preferred in international markets, where the offshore
facilities tend to be larger, the drilling locations tend to be more remote and the onshore infrastructure tends to be more limited.
Additionally, local governmental regulations in certain international markets require us to operate twin-engine medium and large
aircraft in those markets. Global demand for medium and large helicopters is driven by drilling, development and production
activity levels in deepwater locations throughout the world, as the medium and large aircraft are able to travel to these deepwater
locations. Small helicopters are generally used for shorter routes and to reach production facilities that cannot accommodate
medium and large helicopters. Our small helicopters operate primarily over the shallow waters offshore the U.S. Gulf of Mexico
and Nigeria. Worldwide there are approximately 8,000 production platforms and 770 offshore rigs. We are able to deploy our
aircraft to the regions with the greatest demand, subject to the satisfaction of local governmental regulations. SAR operations
utilize medium and large aircraft that are specially configured to conduct these types of operations in environments around the
world. The commercial aircraft in our consolidated fleet are our primary source of revenue. To normalize the consolidated operating
revenue of our fleet for the different revenue productivity and cost of our commercial aircraft, we use a common weighted factor
that combines large, medium and small aircraft into a combined standardized number of revenue producing commercial aircraft

assets. We call this measure Large AirCraft Equivalent (“LACE”). Our commercial large, medium and small aircraft, including
owned and leased, are weighted as 100%, 50%, and 25%, respectively, to arrive at a single LACE number, which excludes Bristow
Academy aircraft, fixed wing aircraft, affiliate aircraft, aircraft held for sale and aircraft construction in process. We divide our
operating revenue from commercial contracts relating to these aircraft, which excludes operating revenue from affiliates and
reimbursable revenue, by LACE to develop a LACE rate, which is a standardized rate.

There are also additional markets for helicopter services beyond the offshore energy industry and SAR, including agricultural
support, air medical, tourism, firefighting, corporate transportation, traffic monitoring, police and military. The existence of these
alternative markets enables us to better manage our helicopter fleet by providing potential purchasers for older aircraft and for our
excess aircraft during times of reduced demand in the offshore energy industry. As part of an ongoing process to rationalize and
simplify our global fleet of helicopters, we plan to reduce our current fleet, consisting of 28 different fleet and sub-fleet types, to
eight fleet types in approximately five years and five fleet types in approximately ten years. During fiscal year 2014, we completed
our exit from five fleet types and expect to exit from an additional eight fleet types over the next two fiscal years. As we modernize
our fleet, we have recently added two new fleet types, the AgustaWestland AW189 large and S-76D medium aircraft; the first
AW189 was delivered in April 2014 and the first three Sikorsky S-76Ds were delivered in the last two quarters of fiscal year 2014.
This is the first time in five years that we have introduced a new aircraft fleet type into our fleet. These aircraft and other new
technology models will comprise our service offering as we reduce the overall number of aircraft in our fleet in the upcoming
years.

We position our business to be the preferred provider of helicopter services by maintaining strong relationships with our
clients and providing safe and high-quality service. In order to create further differentiation and add value to our clients, we focus
on enhancing our value to our clients through our “Bristow Client Promise” program, which are the initiatives of “Target Zero
Accidents,” “Target Zero Downtime” and “Target Zero Complaints.” This program is designed to help our clients better achieve
their offshore objectives by providing higher hours of zero-accident flight time with on-time and up-time helicopter transportation
service. We maintain close relationships with our clients’ field operations, corporate management and contacts at governmental
agencies which we believe help us better anticipate client needs and provide our clients with the right aircraft in the right place at
the right time, which in turn allows us to better manage our fleet utilization and capital investment program. By better understanding
and delivering on our clients’ needs with our global operations and safety standards, we believe we effectively compete against
other helicopter service providers based on aircraft availability, client service, safety and reliability, and not just price. We also
leverage our close relationships with our industry peers to establish mutually beneficial operating practices and safety standards
industry-wide.

In addition to our primary Helicopter Services operations, we also operate a training business unit, Bristow Academy, and
provide technical services to clients in the U.S. and U.K. See “— Bristow Academy” and “— Technical Services” below for further
discussion of these operations.

Most countries in which we operate limit foreign ownership of aviation companies. To comply with these regulations and
at the same time expand internationally, we have formed or acquired interests in a number of foreign helicopter operators. These
investments typically combine a local ownership interest with our experience in providing helicopter services to the offshore
energy industry. These arrangements have allowed us to expand operations while diversifying the risks and reducing the capital
outlays associated with independent expansion. We lease some of our aircraft to a number of unconsolidated affiliates, which in
turn provide helicopter services to clients locally.

In fiscal year 2013, Bristow Helicopters was awarded a new contract with the Department for Transport in the U.K. to
provide SAR services for all of the U.K. The SAR services contract has a phased-in transition period beginning in April 2015 and
continuing to July 2017 and a contract length of approximately ten years. Under the terms of this contract, Bristow Helicopters
has agreed to provide 11 Sikorsky S-92 and 11 AgustaWestland AW189 helicopters that will be located at ten bases across the
U.K. Each SAR base will operate either two S-92s or two AW189s. In addition to the ten bases with 20 aircraft, the contract
provides for two fully SAR-equipped training aircraft that can be deployed to any base as needed. SAR service not related to the
oil and gas industry include previously awarded work involving seven aircraft for U.K. Gap SAR, five aircraft in Ireland, two
aircraft in the Dutch Antilles and 18 additional aircraft for our U.K. SAR contract.

The SAR market is continuing to evolve, and we believe further outsourcing of SAR services to the private sector will
continue as it is successfully deployed for governments. We are aware of other opportunities yet to be awarded in the future for
up to 16 aircraft in various countries including Australia, Brazil, the Falklands, Libya, the Netherlands and Nigeria.

Since the beginning of fiscal year 2009, we have made strategic investments and acquisitions including investment in new
generations of aircraft that are in heavy demand by our clients, expanded or increased investments in new markets, including
investments by Bristow Helicopters in Eastern Airways International Limited (“Eastern Airways”) in the U.K. and in Bristow
Norway, and our investments in Cougar Helicopters Inc. (“Cougar”) in Canada and Líder Táxi Aéreo S.A. (“Líder”) in Brazil
(giving us access to one of the fastest growing offshore helicopter markets in the world).

Also since the beginning of fiscal year 2009, we have raised $1.4 billion of capital in a mix of debt and equity with both
public and private financings, generating gross proceeds of $177.2 million through the divestiture of non-core businesses (including
the sale of 53 small aircraft and related assets operating in the U.S. Gulf of Mexico in fiscal year 2009 and the sale of our 50%
interest in each of FBS Limited, FB Heliservices Limited and FB Leasing Limited, collectively referred to as the FB Entities, in
fiscal year 2014), generated proceeds of approximately $315 million through the sale of other aircraft to the helicopter aftermarket
and received $673 million from the sale and leaseback of 34 aircraft during fiscal years 2012, 2013 and 2014. Concurrently, we
have invested over $2.4 billion in capital expenditures to grow our business.

While we plan to continue to be disciplined concerning future capital commitments, we also intend to continue prudently
managing our capital structure and liquidity position with external financings as needed. Our strategy will involve funding our
short-term liquidity requirements with borrowings under our amended and restated revolving credit and term loan agreement
(“Amended and Restated Credit Agreement”), which consists of a $350 million revolving credit facility (“Revolving Credit
Facility”) and a $250 million term loan (“Term Loan”) (together referred to as our “Credit Facilities”), and funding our long-term
financing needs, while maintaining a prudent capital structure, among the following alternatives: a) operating leases, b) bank debt,
c) public or private debt and/or equity placements and d) private and export credit agency-supported financings.

Not only have we invested in the Company, we are also committed to returning capital to investors. Since fiscal year 2012,
we have repurchased $113.4 million of shares through our share repurchase program and paid $86.7 million in dividends to deliver
a more balanced return to our shareholders. See Item 7. “Management’s Discussion and Analysis of Financial Condition — Our
Strategy — Capital Allocation Strategy” included elsewhere in this Annual Report for further details on our dividends and share
buyback program.

Our capital commitments in future periods related to fleet renewal are discussed under Item 7. “Management’s Discussion
and Analysis of Financial Condition — Liquidity and Capital Resources — Future Cash Requirements” included elsewhere in
this Annual Report and are detailed in the table provided in that section.

Consistent with our growth strategy, we regularly engage in discussions with potential sellers and strategic partners regarding
the possible purchase of assets, pursuit of joint ventures or other expansion opportunities that increase our position in existing
markets or facilitate expansion into new markets. These potential expansion opportunities consist of both smaller transactions as
well as larger transactions that could have a material impact on our financial position, cash flow and results of operations. We
cannot predict the likelihood of completing, or the timing of, any such transactions.

As of March 31, 2014, the aircraft in our fleet, the aircraft which we expect to take delivery of in the future and the aircraft

which we have the option to acquire were as follows:

Number of Aircraft

Consolidated Affiliates

Unconsolidated
Affiliates

(3)

Operating Aircraft

Owned
Aircraft

Leased
Aircraft

Aircraft
Held For
Sale

On
Order

(1)

Under
Option

(2)

In Fleet

Maximum
Passenger
Capacity

14
—
—
14
7
—
35
70

8
—
20
1
4
41
3
77

—
5
35
—
1
—
41

—
—
—
1
—
—
41
1
43
20
251

—
—
—
6
—
—
23
29

7
—
—
—
—
10
—
17

1
4
—
2
—
—
7

—
—
2
11
10
7
—
—
30
13
96

4
—
—
—
—
2
—
6

—
—
7
—
—
—
—
7

—
—
—
—
—
2
2

—
—
—
—
—
—
1
—
1
—
16

—
17
5
3
—
—
8
33

3
—
—
—
—
—
7
10

—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—
43

—
6
7
9
—
—
12
34

5
—
—
—
—
—
16
21

—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—
55

18
16
16
19
20
18
19

12
12
13
13
12
12
12

4
6
6
7
4
6

6
4
5
4
2
4
2

—
—
—
—
—
—
7
7

2
14
19
—
5
34
—
74

2
6
—
—
—
3
11

1
2
—
—
—
—
—
—
3
36
131

Type
Large Helicopters:
AS332L Super Puma ........................................
AW 189.............................................................
EC175 ...............................................................
EC225 ...............................................................
Mil Mi-8............................................................
Sikorsky S-61....................................................
Sikorsky S-92....................................................

Medium Helicopters:
AW 139.............................................................
Bell 212.............................................................
Bell 412.............................................................
EC155 ...............................................................
Sikorsky S-76 A/A++ .......................................
Sikorsky S-76 C/C++........................................
Sikorsky S-76D.................................................

Small Helicopters:
Bell 206B ..........................................................
Bell 206L Series................................................
Bell 407.............................................................
BK-117..............................................................
BO-105 .............................................................
EC135 ...............................................................

Training Aircraft:
Agusta 109 ........................................................
AS 350BB.........................................................
AS 355 ..............................................................
Bell 206B ..........................................................
Robinson R22 ...................................................
Robinson R44 ...................................................
Sikorsky 300CB/CBi ........................................
Fixed wing ........................................................

Fixed wing (4) ....................................................
Total..................................................................

_______________

(1)

Signed client contracts are currently in place that will utilize 19 of these aircraft. Five aircraft on order expected to enter service between fiscal years
2016 and 2017 are subject to the successful development and certification of the aircraft type. For additional information, see Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Liquidity — Future Capital Requirements” included elsewhere in this
Annual Report.

(2) Represents aircraft which we have the option to acquire. If the options are exercised, the agreements provide that aircraft would be delivered over fiscal
years 2016 through 2019. Seven aircraft under options are subject to the successful development and certification of the aircraft type. For additional
information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity — Future Capital
Requirements” included elsewhere in this Annual Report.

(3)

(4)

Includes 57 helicopters (primarily medium) and 29 fixed wing aircraft owned and managed by Líder, our unconsolidated affiliate in Brazil.

In February 2014, Bristow Helicopters acquired a 60% interest in Eastern Airways. Eastern Airways operates a total of 30 fixed wing aircraft which are
included in our Europe business unit.

The following table presents the distribution of our operating revenue for fiscal year 2014 and aircraft as of March 31, 2014

among our business units.

Operating
Revenue for
Fiscal Year
2014

Small Medium
8
29
26
7
31
—
101

41% —
8
21%
38
15%
2
10%
9%
2
4% —
50

100%

Europe......................................
West Africa..............................
North America .........................
Australia ..................................
Other International...................
Corporate and other .................
Total.........................................

_________

(1)

Includes 16 aircraft held for sale and 96 leased aircraft as follows:

Aircraft in Consolidated Fleet

(1)(2)

Helicopters

Large
57
7
12
19
10
—
105

Training
—
—
—
—
—
74
74

Fixed
Wing
30
3
—
—
—
—
33

Total
95
47
76
28
43
74
363

Unconsolidated
Affiliates

(3)

—
—
—
—
131
—
131

Total
95
47
76
28
174
74
494

Held for Sale Aircraft in Consolidated Fleet

Helicopters

Europe .................................................................... —
West Africa............................................................. —
North America........................................................ —
Australia................................................................. —
2
Other International .................................................
Corporate and other................................................ —
2
Total .......................................................................

Small Medium Large
5
—
—
1
—
—
6

—
2
2
—
3
—
7

Training
—
—
—
—
—
1
1

Fixed
Total
Wing
5
—
2
—
2
—
1
—
5
—
—
1
— 16

Leased Aircraft in Consolidated Fleet

Helicopters

Europe .................................................................... —
West Africa............................................................. —
5
North America........................................................
Australia.................................................................
2
Other International ................................................. —
Corporate and other................................................ —
7
Total .......................................................................

Small Medium Large
20
1
4
4
—
—
29

1
1
13
2
—
—
17

Training
—
—
—
—
—
30
30

Fixed
Total
Wing
13
34
2
—
— 22
—
8
— —
— 30
96
13

(2)

(3)

The average age of our fleet, excluding fixed wing and training aircraft, was 11 years as of March 31, 2014.

The 131 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us.

Our historical LACE and LACE rate is as follows:

LACE .......................................................................................................................
LACE Rate (in millions) ..........................................................................................

Fiscal Year Ended March 31,

2014
158
$ 9.34

2013
158
$ 8.35

2012
149
$ 7.89

2011
153
$ 7.15

2010
159
$ 6.49

The following table presents the distribution of LACE aircraft owned and leased, and the percentage of LACE leased as of
March 31, 2014. The percentage of LACE leased is calculated by taking the total LACE for leased aircraft divided by the total
LACE for all aircraft we operate, including both owned and leased aircraft.

Europe.............................................................................................................
West Africa.....................................................................................................
North America ................................................................................................
Australia..........................................................................................................
Other International..........................................................................................
Total................................................................................................................

LACE

Owned
Aircraft
36
21
22
17
24
119

Leased
Aircraft
21
2
12
6
—
39

Percentage
of LACE
leased

37%
7%
35%
25%
—%
25%

Since February 2012, we have focused on an integrated company-wide project to move towards Operational Excellence
through standardization and simplification. Our Operational Excellence effort is an evolution not a revolution, and is in keeping
with our promise to clients for continued improvement. These initiatives involve focusing on innovation, simplification and
standardization to create a step change in safety and operational performance, while seeking to reduce financial risk and increase
performance predictability. Our Operational Excellence initiatives include measured, multi-year changes to many of our assets
including information technology infrastructure and overall fleet composition including fleet rationalization and simplification
from operating 28 different helicopter types, including sub-types, currently to the expected operation of eight fleet types in
approximately five years and five fleet types in approximately ten years. Significant business transformation work is also underway
including integrated operations planning and inventory optimization.

Business Unit Operations

Europe

We operate our Europe business unit from six bases in the U.K. and four bases in Norway. Our Europe operations are
managed from our facilities in Aberdeen, Scotland. Based on the number of aircraft operating, we are one of the largest providers
of helicopter services in the North Sea, where there are harsh weather conditions and geographically concentrated offshore facilities.
The offshore facilities in the Northern North Sea and Norwegian North Sea are large and require frequent crew change flight
services. In the Southern North Sea, the facilities are generally smaller with some unmanned platforms requiring shuttle operations
to up-man in the morning and down-man in the evening. We deploy the majority of the large aircraft in our consolidated fleet in
Europe. Our clients in this business unit are primarily major integrated and independent offshore energy companies. We provide
commercial SAR services for a number of oil and gas companies operating in the Norwegian sector of the North Sea. In fiscal
year 2013, we started providing SAR services for North Scotland under a contract awarded in fiscal year 2012, using four Sikorsky
S-92 helicopters based in the Scottish locations of Stornoway and Sumburgh. As discussed above, in fiscal year 2013, Bristow
Helicopters was awarded a new contract to provide SAR services for all of the U.K. This SAR services contract has a phased-in
transition period beginning in April 2015 and continuing to July 2017. Our Europe operations are subject to seasonality as drilling
activity is lower during the winter months due to harsh weather and shorter days.

Bristow Helicopters owns a 60% interest in Eastern Airways, a regional fixed wing operator based in the U.K. Eastern
Airways has 708 employees and operations focus on providing both charter and scheduled services targeting U.K. oil and gas
transport. Eastern Airways operates 30 fixed wing aircraft. We believe this investment will strengthen Bristow Helicopters’ ability
to provide a complete suite of point to point transportation services for existing European based passengers, expand helicopter
services in certain areas like the Shetland Islands and create a more integrated logistics solution for global clients.

West Africa

As of March 31, 2014, all of the aircraft in our West Africa business unit operate in Nigeria, where we are the largest provider
of helicopter services to the offshore energy industry. We deploy a combination of small, medium and large aircraft in Nigeria and
service a client base comprised mostly of major integrated offshore energy companies. We have six operational bases, with the
largest bases located in Escravos, Lagos, Port Harcourt and Warri. The marketplace for our services had historically been
concentrated predominantly in the oil rich swamp and shallow waters of the Niger Delta area. We increased the LACE in this
business unit to 23 as of March 31, 2014 with the addition of 2 LACE during fiscal year 2014. More recently we have been
undertaking work further offshore in support of deepwater exploration. Operations in West Africa are subject to seasonality as the
Harmattan, a dry and dusty trade wind, blows between the end of November and the middle of March. At times when the heavy
amount of dust in the air severely limits visibility, our aircraft are unable to operate.

North America

We operate our North America business unit from six operating facilities in the U.S. Gulf of Mexico and two operating
facilities in Alaska. We are one of the largest suppliers of helicopter services in the U.S. Gulf of Mexico. Our clients in this business
unit are mostly international, independent and major integrated offshore energy companies. The U.S. Gulf of Mexico is a major
offshore energy producing region with approximately 3,300 production platforms and 90 drilling rigs. The shallow water platforms
are typically unmanned and are serviced by small aircraft. The deepwater platforms are serviced by medium and large aircraft.
Among our strengths in this region, in addition to our operating facilities, are our advanced flight-following systems and our
widespread and strategically located offshore fuel stations. Operations in the U.S. Gulf of Mexico are subject to seasonality as the
months of December through March typically have more days of harsh weather conditions than the other months of the year.
Additionally, during the months of June through November, tropical storms and hurricanes may reduce activity as we are unable
to operate in the area of the storm.

While we currently operate in Alaska, we are in the process of exiting the Alaska market. Our principal work in Alaska
utilizes six aircraft that provide daily support to the Trans-Alaska pipeline, along with providing small twin engine contract and
charter service to onshore and offshore exploration, development and production activities on the North Slope and in the Cook
Inlet. Operations in Alaska are subject to seasonality as fall and winter months have fewer hours of daylight and harsh weather
conditions limit some offshore energy related activities. We recognize that the current operating environment in the North America
business unit is challenging for our fleet mix and we are proactively restructuring our business by exiting the Alaska market with
a long-term strategy of operating larger aircraft to service deepwater contracts. We expect our exit from the Alaska market to
conclude by August 2014.

We own a 40% economic interest in Cougar, the largest offshore energy and SAR helicopter service provider in Atlantic
Canada. Cougar has approximately 280 employees and operations are primarily focused on serving the offshore oil and gas industry
off Canada’s Atlantic coast. We currently lease eight large helicopters and three shore-based facilities to Cougar, including state-
of-the-art helicopter passenger, maintenance and SAR facilities located in Newfoundland and Labrador.

Australia

We are the largest provider of helicopter services to the offshore energy industry in Australia, where we have five bases
located in Western Australia, three in Victoria, one in Northern Territory and one in Queensland. These operations are managed
from our Australian head office facility in Perth, Western Australia. Our operating bases are located in the vicinity of the major
offshore energy exploration and production fields in the North West Shelf, Browse and Carnarvon basins of Western Australia and
the Bass Straits in Victoria, where our fleet provides helicopter services solely to offshore energy operators. We also provide airport
management services on Barrow Island in Western Australia. Our clients in Australia are primarily major integrated offshore
energy companies. We provide SAR and medical evacuation services to the oil and gas industry in Australia and engineering
support to the Republic of Singapore Air Force’s fleet of helicopters at their base in Oakey, Queensland. Additionally, in early
fiscal year 2015 we announced that we had won a contract in Australia for three large aircraft operating over 24 months beginning
January 2016 operated out of Ceduna in South Australia.

Other International

We currently conduct our Other International business unit operations in Brazil, Egypt, Malaysia, Mexico, Russia, Tanzania,
Trinidad, and Turkmenistan. As of March 31, 2014, we and our unconsolidated affiliates operated a mixture of small, medium,
and large aircraft in these markets. While we have a diverse client base in this business unit, a large majority of revenue is generated
from monthly fixed charges for long term exploration or production related work. The following is a description of operations in
our Other International business unit as of March 31, 2014.

• Brazil – We own a 42.5% economic interest in Líder, the largest provider of helicopter and corporate aviation services
in Brazil. Líder has five primary operating units: helicopter service, maintenance, chartering, ground handling and aircraft
sales, and provides commercial SAR and medical evacuation services to the oil and gas industry. Líder’s fleet includes
57 rotor wing and 29 fixed wing aircraft (including owned and managed aircraft). Líder’s management has introduced
large helicopters into their operational portfolio allowing them to gain competence and positioning them for the anticipated
growth associated with Brazil’s pre-salt fields. Líder also has a vast network of over 20 bases distributed strategically in
Brazil including locations in Macae, Rio de Janiero, Sao Tome, Urucu and Vitória. We currently lease eight medium and
three large aircraft to Líder.

• Egypt – We own a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation which provides helicopter
and fixed wing transportation to the offshore energy industry. Additionally, spare fixed wing capacity is chartered to
tourism operators. PAS operates 38 helicopters and seven fixed wing aircraft from multiple locations. The remaining 75%
interest in PAS is owned by the Egyptian General Petroleum Corporation.

• Malaysia – We lease two aircraft to MHS Aviation Berhad which are operated from a base in Labuan and provide services
to an international offshore energy company. In addition, we have a Technical Services Agreement with MHS Aviation
Berhad under which we provide a number of supervisory engineers and other technical services as required.

• Russia – We operate seven large aircraft from three locations on Sakhalin Island, where we provide helicopter services

to international and domestic offshore energy companies and operate a local SAR service.

• Tanzania – We lease three medium aircraft, including two oil and gas and one limited SAR aircraft, to an alliance partner

in Tanzania which operates out of Julius Nyerere International Airport, Dar es Salaam.

• Trinidad – We operate ten medium aircraft that are used to service our clients who are primarily engaged in offshore
energy activities. We operate from a base located at Trinidad’s Piarco International Airport. Also, we provide certain
engineering, training and operational support services to the Trinidad and Tobago Air Guard.

• Other – We operate two aircraft through our 51% interest in Turkmenistan Helicopters Limited, a Turkmenistan corporation
that provides helicopter services to an international offshore energy company from a single location. During fiscal year
2014, we also leased aircraft to a client in Mexico under contracts that have now expired with three aircraft remaining
in Mexico as of March 31, 2014. We will no longer be leasing aircraft in Mexico.

Bristow Academy

Bristow Academy is a leading provider of helicopter training services with over 25 years of operating history and training
facilities in Titusville, Florida; New Iberia, Louisiana; Carson City, Nevada, and Gloucestershire, England. Bristow Academy
trains students from around the world to become helicopter pilots and is approved to provide helicopter flight training at the
commercial pilot and flight instructor level by both the U.S. Federal Aviation Administration (the “FAA”) and the European
Aviation Safety Authority (“EASA”). Bristow Academy operates 74 aircraft (including 44 owned, 30 leased aircraft) and employs
approximately 175 people, including over 55 primary flight instructors. A significant part of Bristow Academy’s operations include
military training, which generated approximately 50% of Bristow Academy’s operating revenue for fiscal year 2014.

Technical Services

The technical services portion of our business provides helicopter repair services and production support from facilities
located in New Iberia, Louisiana; Redhill, England and Aberdeen, Scotland. While most of this work is performed on our own
aircraft, some of these services are performed for third parties.

For additional information about our business units, see Note 12 in the “Notes to Consolidated Financial Statements” included
elsewhere in this Annual Report. For a description of certain risks affecting our business and operations, see Item 1A. “Risk
Factors” included elsewhere in this Annual Report.

Clients and Contracts

The principal clients for our helicopter services are major integrated, national and independent offshore energy companies.
The following table presents our top ten clients in fiscal year 2014 and their percentage contribution to our consolidated gross
revenue during fiscal years 2014, 2013 and 2012 and includes any clients accounting for 10% or more of our consolidated gross
revenue during such fiscal years.

Client Name
Chevron ...............................................................................................
ConocoPhillips ....................................................................................
IAC (1) ..................................................................................................
BP ........................................................................................................
Statoil...................................................................................................
Talisman Energy..................................................................................
Cougar (2) .............................................................................................
ENI ......................................................................................................
Exxon Mobil........................................................................................
Apache.................................................................................................

Fiscal Year Ended March 31,

2014
12.9%
8.8%
7.9%
6.5%
5.9%
5.5%
3.8%
3.7%
3.3%
3.0%
61.3%

2013
13.1%
7.2%
8.3%
8.1%
5.6%
3.6%
2.0%
4.3%
3.3%
4.0%
59.5%

2012
11.9%
5.5%
8.1%
8.2%
4.7%
2.2%
0.4%
3.1%
3.5%
4.6%
52.2%

_____________

(1)

IAC is the Integrated Aviation Consortium in the U.K. North Sea and comprises six major oil companies: BP, CNR International,
Fairfield Energy, Petrofac, Shell and TAQA.

(2)

As discussed above, we own a 40% economic interest in Cougar.

Our helicopter contracts are generally based on a two-tier rate structure consisting of a daily or monthly fixed fee plus
additional fees for each hour flown. For example, in the Europe business unit, the monthly standing charges generally average
approximately 70% of revenue while variable charges generally average approximately 30% of revenue. We also provide services
to clients on an “ad hoc” basis, which usually entails a shorter notice period and shorter contract duration. Our charges for ad hoc
services are generally based on an hourly rate, or a daily or monthly fixed fee plus additional fees for each hour flown. Generally,
our ad hoc services have a higher margin than our other helicopter contracts due to supply and demand dynamics.

Generally, our helicopter contracts are cancelable by the client with a notice period ranging from 30 to 180 days and in some
cases up to one year. In the North America business unit, we generally enter into short-term contracts for twelve months or less.
Outside of North America, contracts are typically between two and five years in term. These long term contracts generally include
escalation provisions allowing annual rate increases, which may be based on a fixed dollar or percentage increase, an increase in
an agreed index or our actual substantiated increased costs, which we negotiate to pass along to clients. Cost reimbursements from
clients are recorded as reimbursable revenue with the related reimbursed cost recorded as reimbursable expense in our consolidated
statements of income.

Additionally, we provide private sector SAR services in Australia, Canada, Norway, Russia and Trinidad, and we began
providing public sector SAR services in North Scotland on behalf of the Maritime & Coastguard Agency in June 2013. Generally,
SAR services contracts include a monthly standing charge, which averages approximately 85% of the total contract revenue, and
a monthly variable charge that covers flying, fuel and ancillary items, which averages approximately 15% of the total contract
revenue. For more information regarding the risks associated with the U.K. SAR contract, see “Risk Factors— Our U.K. SAR
contract can be terminated and is subject to certain other rights of the U.K. Department for Transport.” See further details on the
U.K. SAR award in “— Overview.”

Competition

The helicopter transportation business is highly competitive throughout the world. We compete directly against multiple
providers in almost all of our operating regions. We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf
of Mexico and Australia, and a number of smaller local competitors in other markets. In one of these markets, Nigeria, we have
seen a recent increase in competitive pressure and new regulation that could impact our ability to win future work. Despite the
new competition in Nigeria, we believe that it is difficult for additional significant competitors to enter our industry because it
requires considerable capital investment, working capital, a complex system of onshore and offshore bases, personnel and operating
experience. However, these requirements can be overcome with the appropriate level of client support and commitment. In addition,

while not the predominant practice, certain of our clients and potential clients in the offshore energy industry perform their own
helicopter services on a limited basis.

In most situations, clients charter aircraft on the basis of competitive bidding. On limited occasions, our clients renew or
extend existing contracts without employing a competitive bid process. Contracts are generally awarded based on a number of
factors, including price, quality of service, operational experience, record of safety, quality and type of equipment, client relationship
and professional reputation. Incumbent operators typically have a competitive advantage in the bidding process based on their
relationship with the client, knowledge of the site characteristics and existing facilities to support the operations. Because certain
of our clients in the offshore energy industry have the capability to perform their own helicopter services, our ability to increase
charter rates may be limited under certain circumstances.

Code of Business Integrity

We have adopted a Code of Business Integrity for directors, officers (including our principal executive officer, principal
financial officer and principal accounting officer) and employees (our “Code”). Our Code covers topics including, but not limited
to, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, compliance
procedures and employee complaint procedures. Our Code is posted on our website, http://www.bristowgroup.com, under the
“About Us” and “Vision, Mission, Values” caption.

Safety, Industry Hazards and Insurance

Hazards such as severe weather and mechanical failures are inherent in the transportation industry and may result in the loss
of equipment and revenue. It is possible that personal injuries and fatalities may occur. We believe our air accident rate per 100,000
flight hours, which has historically been more than ten times lower than the reported global offshore energy production helicopter
average data, indicates that we have consistently performed better than the industry average with respect to safety. In fiscal year
2013, an aircraft operated by one of our U.S. subsidiaries was involved in an accident in which the pilot was fatally injured. There
were no passengers on board. During fiscal years 2014 and 2012, we had no accidents that resulted in fatalities.

Our well established global safety program called “Target Zero” focuses on improved safety performance, as our safety
vision is to have zero accidents, zero harm to people, and zero harm to the environment. The key components are to improve safety
culture and individual behaviors and to increase the level of safety reporting by the frontline employees, increase accountability
for addressing identified hazards by the operational managers and provide for independent auditing of the operational safety
programs. See discussion of Target Zero in “– Overview.”

On February 20, 2014, the U.K. Civil Aviation Authority (“CAA”) issued a report detailing the findings and recommendations
from its review of helicopter transport operations serving offshore installations in the U.K. The report, commonly referred to as
CAP 1145, contains more than 60 safety actions and recommendations to improve the safety of offshore helicopter transport. Ten
of the recommendations are designed to improve the survivability of passengers and crew following a ditching or impact in water.

One safety directive, which is scheduled to go into effect on September 1, 2014, will restrict seating capacity on some aircraft
in the North Sea until new breathing systems are available or side floats are installed. Further requirements will be implemented
over the next 12 months, including operational restrictions when sea states are above a certain prescribed level, or the flight
prohibition of individuals whose size exceeds the dimensions of emergency egress windows.

We believe CAP 1145 will make our industry safer. We are working cooperatively with the CAA, other helicopter operators,
and our clients in the North Sea to evaluate and deploy technologies that meet these new safety standards. We remain committed
to ensuring that any impact to our operations is managed through our existing safety policies and programs and does not result in
an elevated safety risk in the near term. The requirements could present North Sea operators, including us, with significant
operational challenges.

We maintain hull and liability insurance which generally insures us against damage to our aircraft and the related liabilities
which may be incurred as a result. We also carry insurance for war risk, expropriation and confiscation of the aircraft we use in
certain of our international operations. Further, we carry various other liability and property insurance, including workers’
compensation, general liability, employers’ liability, auto liability, and property and casualty coverage. We believe that our insurance
program is adequate to cover any claims ultimately incurred related to property damage and liability events.

Employees

As of March 31, 2014, we employed 4,486 employees. Many of our employees are represented under collective bargaining
agreements. Periodically, certain groups of our employees who are not covered by a collective bargaining agreement consider
entering into such an agreement. We believe that our relations with our employees are generally satisfactory.

The following table sets forth our main employee groups and status of the collective bargaining agreements:

Employee Group

Representatives

U.K. Pilots

British Airline Pilots
Association (“BALPA”)

U.K. Engineers and Staff

Unite

Bristow Norway Pilots

Bristow Norway Engineers

Nigeria Junior and Senior Staff

Nigeria Pilots and Engineers

North America Pilots

Norsk Flygerforbund
(“NALPA”); new union
(“PARAT”) effective
April 1, 2010
Norsk Helikopteransattes
Forbund (“NU of HE”)/
BNTF

National Union of Air
Transport Employees; Air
Transport Services Senior
Staff Association of
Nigeria

Nigerian Association of
Airline Pilots and
Engineers

Office and Professional
Employees International
Union (“OPEIU”)

Gulf of Mexico Mechanics

OPEIU

Status of Agreement
Agreement expired in
March 2014. Currently in
negotiations.

Agreement expired in
March 2014. Currently in
negotiations.

Agreement expires in
March 2015.

Local agreement expires
in September 2014.
National negotiations
currently ongoing.
Agreements expired in
April 2011. Currently in
negotiations.

We recognize this union
for representation
purposes, but there is no
formal commitment to
negotiate remuneration.

Amendable March 26,
2015.

Negotiations started in
May 2013. No agreement
in place yet.

Australia Pilots

Australian Federation of
Air Pilots

Agreement expires in
December 2015.

Australia Engineers and BDI
Tradesmen and Staff

Trinidad Mechanics

Australian Licensed
Aircraft Engineers
Association (“ALAEA”),
Australian Manufacturing
Union (“AMWU”) and
elected employee
representatives
Fitters/Handlers

Barrow Island Aerodome Staff

Transport Workers Union

Agreement for BDI
tradesmen and staff
expires in March 2017.
Agreement for Australia
engineers expires March
2015.

Agreements expired in
June and May 2013.
Currently in negotiations.

Agreements expire in
May 2015.

Approximate Number of
Employees Covered
by Agreement as of
March 31, 2014

280

520

140

100

150

200

390

120

190

Líder, our unconsolidated affiliate in Brazil, employs approximately 2,000 employees and Cougar, our unconsolidated

affiliate in Canada, employs approximately 280 employees.

Governmental Regulation

United States

As a commercial operator of aircraft, our U.S. operations are subject to regulations under the Federal Aviation Act of 1958,
as amended, and other laws. We carry persons and property in our helicopters under an Air Taxi Certificate granted by the FAA.
The FAA regulates our U.S. flight operations and, in this respect, exercises jurisdiction over personnel, aircraft, ground facilities
and certain technical aspects of our operations. The National Transportation Safety Board is authorized to investigate aircraft
accidents and to recommend improved safety standards. Our U.S. operations are also subject to the Federal Communications Act
of 1934 because we use radio facilities in our operations.

Under the Federal Aviation Act, it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are
registered with the FAA and the FAA has issued an operating certificate to the operator. As a general rule, aircraft may be registered
under the Federal Aviation Act only if the aircraft are owned or controlled by one or more citizens of the U.S. and an operating
certificate may be granted only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to be a citizen
of the U.S. only if at least 75% of its voting interests are owned or controlled by U.S. citizens, the president of the company is a
U.S. citizen, two-thirds or more of the directors are U.S. citizens and the company is under the actual control of U.S. citizens. If
persons other than U.S. citizens should come to own or control more than 25% of our voting interest or if any of the other
requirements are not met, we have been advised that our aircraft may be subject to deregistration under the Federal Aviation Act,
and we may lose our ability to operate within the U.S. Deregistration of our aircraft for any reason, including foreign ownership
in excess of permitted levels, would have a material adverse effect on our ability to conduct certain operations within our North
America and Bristow Academy business units. Therefore, our organizational documents currently provide for the automatic
suspension of voting rights of shares of our outstanding voting capital stock owned or controlled by non-U.S. citizens, and our
right to redeem those shares, to the extent necessary to comply with these requirements. As of March 31, 2014, approximately
2,891,000 shares of our common stock, par value $.01 per share (“Common Stock”), were held of record by persons with foreign
addresses. These shares represented approximately 8% of our total outstanding Common Stock as of March 31, 2014. Our foreign
ownership may fluctuate on each trading day because our Common Stock and our 3% convertible Senior Notes due 2038 (“3%
Convertible Senior Notes”) are publicly traded.

Also, we are subject to the regulations imposed by the U.S. Foreign Corrupt Practices Act, which generally prohibits us and

our intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business.

Additionally, we are subject to the International Traffic in Arms Regulations (“ITAR”) that control the export and import of
defense-related articles and services. ITAR dictates that information and material pertaining to defense and military related
technologies may only be shared with U.S. persons or organizations unless authorization from the U.S. State Department is received
or a special exemption is used. U.S. persons or organizations may incur heavy fines if they have, without authorization or the use
of an exemption, provided foreign persons with access to ITAR-protected defense articles, services or technical data.

United Kingdom

Our operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and European Union statutes
and regulations. We carry persons and property in our aircraft pursuant to an operating license issued by the Civil Aviation Authority
(the “CAA”). The holder of an operating license must meet the ownership and control requirements of Council Regulation 2407/92.
To operate under this license, the company through which we conduct operations in the U.K., Bristow Helicopters, must be owned
directly or through majority ownership by European Union nationals, and must at all times be effectively controlled by them. To
comply with these restrictions, we own only 49% of the ordinary shares of Bristow Aviation, the entity that owns Bristow
Helicopters. In addition, we have a put/call agreement with the other two stockholders of Bristow Aviation which grants us the
right to buy all of their Bristow Aviation ordinary shares (and grants them the right to require us to buy all of their shares). Under
English law, to maintain Bristow Helicopters’ operating license, we would be required to find a qualified European Union owner
to acquire any of the Bristow Aviation shares that we have the right or obligation to acquire under the put/call agreement. In
addition to our equity investment in Bristow Aviation, we own deferred stock, essentially a subordinated class of stock with no
voting rights, and hold subordinated debt issued by Bristow Aviation.

The CAA regulates our U.K. flight operations and exercises jurisdiction over personnel, aircraft, ground facilities and certain
technical aspects of those operations. The CAA often imposes improved safety standards. Under the Licensing of Air Carriers
Regulations 1992, it is unlawful to operate certain aircraft for hire within the U.K. unless such aircraft are approved by the CAA.
Changes in U.K. or European Union statutes or regulations, administrative requirements or their interpretation may have a material
adverse effect on our business or financial condition or on our ability to continue operations in the U.K.

Also, we are subject to the U.K. Bribery Act 2010 ("U.K. Bribery Act") which creates criminal offenses for bribery and

failing to prevent bribery.

Additionally, we are subject to the U.K. and E.U. Dual-Use Export Regulations. Dual use goods are products and technologies
which have both civilian and military applications. U.K. and E.U. regulations may require export authorization for certain exports
of dual use items.

Nigeria

Our operations in Nigeria are subject to the Nigerian Content Development Act 2010, which requires that oil and gas contracts
be awarded to a company that is seen or perceived to have more “local content” than a “Foreign” competitor. Additionally, the
Nigerian Content Development Act allows the monitoring board to penalize companies that do not meet these local content
requirements up to 5% of the value of the contract. Also, the Nigerian Civil Aviation Authority has commenced the re-certification
of all operators (aircraft operating companies (“AOCs”) and aircraft maintenance organizations (“AMOs”)) in accordance with
the new Nigerian Civil Aviation Regulations. The regulations require that AOCs and AMOs be separate, independent organizations
with independent accountable managers. Accordingly, in order to properly and fully embrace new regulations, we made a number
of key changes to our operating model in Nigeria, while maintaining safety as our number one priority at all times. The objectives
of these changes being (a) enhancing the level of continued compliance by each of Bristow Helicopters Nigeria Ltd. (“BHNL”)
and Pan African Airlines Nigeria Ltd. (“PAAN”) with local content regulations, (b) providing technical aviation maintenance
services through a wholly-owned Bristow Group entity, BGI Aviation Technical Services Nigeria Limited (“BATS”), and (c) each
of BHNL, PAAN and BATS committing to continue to apply and use all key Bristow Group standards and policies, including
without limitation our Target Zero safety program, our Code of Business Integrity and our Operations Manuals. It is intended that
achievement of these objectives should enable us to continue to be a successful and critical part of the Nigerian offshore energy
and aviation industries.

Other

Our operations in other markets are subject to local governmental regulations that may limit foreign ownership of aviation
companies. Because of these local regulations, we conduct some of our operations through entities in which citizens of such
countries own a majority interest and we hold a noncontrolling interest, or under contracts which provide that we operate assets
for the local companies and conduct their flight operations. Such contracts are used for our operations in Russia and Turkmenistan.
Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on our
business or financial condition or on our ability to continue operations in these areas.

Environmental

Our operations are subject to laws and regulations controlling the discharge of materials into the environment or otherwise
relating to the protection of the environment. If we fail to comply with these environmental laws and regulations, administrative,
civil and criminal penalties may be imposed, and we may become subject to regulatory enforcement actions in the form of
injunctions and cease and desist orders. We may also be subject to civil claims arising out of a pollution event. These laws and
regulations may expose us to strict, joint and several liability for the conduct of or conditions caused by others or for our own acts
even though these actions were in compliance with all applicable laws at the time they were performed. To date, such laws and
regulations have not had a material adverse effect on our business, results of operations or financial condition.

Increased public awareness and concern over the environment may result in future changes in the regulation of the offshore
energy industry, which in turn could adversely affect us. The trend in environmental regulation is to place more restrictions and
limitations on activities that may affect the environment and there can be no assurance as to the effect of such regulation on our
operations or on the operations of our clients. We try to anticipate future regulatory requirements that might be imposed and plan
accordingly to remain in compliance with changing environmental laws and regulations and to minimize the cost of such
compliance. We do not believe that compliance with federal, state or local environmental laws and regulations will have a material
adverse effect on our business, financial position or results of operations. We cannot be certain, however, that future events, such
as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions will not
cause us to incur significant costs. Below is a discussion of the material U.S. environmental laws and regulations that relate to our
business. We believe that we are in substantial compliance with all of these environmental laws and regulations.

Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA or the
Superfund law, and related state laws and regulations, strict, joint and several liability can be imposed without regard to fault or
the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the
environment. These persons include the owner and operator of a contaminated site where a hazardous substance release occurred
and any company that transported, disposed of or arranged for the transport or disposal of hazardous substances, even from inactive
operations or closed facilities, that have been released into the environment. In addition, neighboring landowners or other third
parties may file claims for personal injury, property damage and recovery of response cost. We currently own, lease, or operate
properties and facilities that, in some cases, have been used for industrial activities for many years. Hazardous substances, wastes,
or hydrocarbons may have been released on or under the properties owned or leased by us, or on or under other locations where
such substances have been taken for disposal. In addition, some of these properties have been operated by third parties or by
previous owners whose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons was not under our
control. These properties and the substances disposed or released on them may be subject to CERCLA and analogous state statutes.
Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property,
or perform remedial activities to prevent future contamination. These laws and regulations may also expose us to liability for our
acts that were in compliance with applicable laws at the time the acts were performed. We have been named as a potentially
responsible party in connection with certain sites. See further discussion under Item 3. “Legal Proceedings” included elsewhere
in this Annual Report.

In addition, since our operations generate wastes, including some hazardous wastes, we may be subject to the provisions of
the Resource, Conservation and Recovery Act, or RCRA, and analogous state laws that limit the approved methods of disposal
for some types of hazardous and nonhazardous wastes and require owners and operators of facilities that treat, store or dispose of
hazardous waste and to clean up releases of hazardous waste constituents into the environment associated with their operations.
Some wastes handled by us that currently are exempt from treatment as hazardous wastes may in the future be designated as
“hazardous wastes” under RCRA or other applicable statutes. If this were to occur, we would become subject to more rigorous
and costly operating and disposal requirements.

The Federal Water Pollution Control Act, also known as the Clean Water Act, and analogous state laws impose restrictions
and strict controls regarding the discharge of pollutants into state waters or waters of the U.S. The discharge of pollutants into
jurisdictional waters is prohibited unless the discharge is permitted by the U.S. Environmental Protection Agency, also referred
to as the EPA, or applicable state agencies. Some of our properties and operations require permits for discharges of wastewater
and/or stormwater, and we have a system in place for securing and maintaining these permits. In addition, the Oil Pollution Act
of 1990 imposes a variety of requirements on responsible parties related to the prevention of oil spills and liability for damages,
including natural resource damages, resulting from such spills in the waters of the U.S. A responsible party includes the owner or
operator of a facility. The Clean Water Act and analogous state laws provide for administrative, civil and criminal penalties for
unauthorized discharges and, together with the Oil Pollution Act, impose rigorous requirements for spill prevention and response
planning, as well as substantial potential liability for the cost of removal, remediation, and damages in connection with any
unauthorized discharges.

Some of our operations also result in emissions of regulated air pollutants. The Federal Clean Air Act and analogous state
laws require permits for facilities that have the potential to emit substances into the atmosphere that could adversely affect
environmental quality. Failure to obtain a permit or to comply with permit requirements could result in the imposition of substantial
administrative, civil and even criminal penalties.

Our facilities and operations are also governed by laws and regulations relating to worker health and workplace safety,
including the Federal Occupational Safety and Health Act, or OSHA. We believe that appropriate precautions are taken to protect
our employees and others from harmful exposure to potentially hazardous materials handled and managed at our facilities, and
that we operate in substantial compliance with all OSHA or similar regulations.

In addition, we could be affected by future laws or regulations imposed in response to concerns over climate change. Changes
in climate change concerns, or in the regulation of such concerns, including greenhouse gas emissions, could subject us to additional
costs and restrictions, including compliance costs and increased energy and raw materials costs.

Our operations outside of the U.S. are subject to similar foreign governmental controls relating to protection of the
environment. We believe that, to date, our operations outside of the U.S. have been in substantial compliance with existing
requirements of these foreign governmental bodies and that such compliance has not had a material adverse effect on our operations.
There is no assurance, however, that future expenditures to maintain compliance will not become material.

Item 1A. Risk Factors

If you hold our securities or are considering an investment in our securities, you should carefully consider the following

risks, together with the other information contained in this Annual Report.

Risks Relating to Our Clients and Contracts

The demand for our services is substantially dependent on the level of offshore oil and gas exploration, development and
production activity.

We provide helicopter and fixed wing services to companies engaged in offshore oil and gas exploration, development and
production activities. As a result, demand for our services, as well as our revenue and our profitability, are substantially dependent
on the worldwide levels of activity in offshore oil and gas exploration, development and production. These activity levels are
principally affected by trends in, and expectations regarding, oil and gas prices, as well as the capital expenditure budgets of
offshore energy companies. We cannot predict future exploration, development and production activity or oil and gas price
movements. Historically, the prices for oil and gas and activity levels have been volatile and are subject to factors beyond our
control, such as:

•

the supply of and demand for oil and gas and market expectations for such supply and demand;

actions of the Organization of Petroleum Exporting Countries and other oil producing countries to control prices or change
production levels;

general economic conditions, both worldwide and in particular regions;

governmental regulation;

the price and availability of alternative fuels;

• weather conditions, including the impact of hurricanes and other weather-related phenomena;

•

advances in exploration, development and production technology;

the policies of various governments regarding exploration and development of their oil and gas reserves; and

the worldwide political environment, including uncertainty or instability resulting from an escalation or additional outbreak
of armed hostilities or other crises in the Middle East, Nigeria or other geographic areas, or further acts of terrorism in
the U.K., U.S. or elsewhere.

Additionally, an increase in onshore fracking, which generally does not require use of our services, could have an adverse
effect on our operations. If onshore fracking were to meaningfully increase in the international markets in which we operate, and
if it were to drive a meaningful increase in the supply of hydrocarbons available to the markets we serve, it could potentially
adversely impact the level of activity in our offshore oil and gas markets and the demand for our helicopter services.

The implementation by our clients of cost-saving measures could reduce the demand for our services.

Offshore energy companies are continually seeking to implement measures aimed at greater cost savings, including efforts
to improve cost efficiencies with respect to air transportation services. For example, these companies may reduce staffing levels
on both old and new installations by using new technology to permit unmanned installations and may reduce the frequency of
transportation of employees by increasing the length of shifts offshore. In addition, these companies could initiate their own
helicopter, airplane or other transportation alternatives. The continued implementation of these kinds of measures could reduce
the demand for our services and have a material adverse effect on our business, financial condition and results of operations.

Our industry is highly competitive and cyclical, with intense price competition.

The helicopter and the fixed wing businesses are highly competitive throughout the world. Chartering of such aircraft is
often done on the basis of competitive bidding among those providers having the necessary equipment, operational experience
and resources. Factors that affect competition in our industry include price, quality of service, operational experience, record of
safety, quality and type of equipment, client relationship and professional reputation.

Our industry has historically been cyclical and is affected by the volatility of oil and gas price levels. There have been periods
of high demand for our services, followed by periods of low demand for our services. Changes in commodity prices can have a
significant effect on demand for our services, and periods of low activity intensify price competition in the industry and often
result in our aircraft being idle for long periods of time.

We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf of Mexico, Australia, Canada, and Brazil,
and a number of smaller local competitors in other markets. Certain of our clients have the capability to perform their own air
transportation operations or find new competitors should they elect to do so, which has a limiting effect on our rates.

As a result of significant competition, we must continue to provide safe and efficient service or we will lose market share
which could have a material adverse effect on our business, financial condition and results of operations due to the loss of a
significant number of our clients or termination of a significant number of our contracts. See further discussion in Item 1. “Business
— Competition” included elsewhere in this Annual Report.

We depend on a small number of large offshore energy industry clients for a significant portion of our revenue.

We derive a significant amount of our revenue from a small number of offshore energy companies. Our loss of one of these
significant clients, if not offset by sales to new or other existing clients, could have a material adverse effect on our business,
financial condition and results of operations. See further discussion in Item 1. “Business — Clients and Contracts” included
elsewhere in this Annual Report.

Our contracts often can be terminated or downsized by our clients without penalty.

Many of our fixed-term contracts contain provisions permitting early termination by the client at their convenience, generally
without penalty, and with limited notice requirements. In addition, many of our contracts permit our clients to decrease the number
of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should
not place undue reliance on the strength of our client contracts or the terms of those contracts.

Our U.K. SAR contract can be terminated and is subject to certain other rights of the U.K. Department for Transport.

Our contract with the U.K. Department for Transport (“Dft”) to provide SAR services for all of the U.K. (the “U.K. SAR
contract”) allows the Dft to cancel the contract for any reason upon notice and payment of a specified cancellation fee based on
the number of bases reduced as a result of the exercise and the timing of the exercise. Additionally, the U.K. SAR contract grants
the Dft the option to require us to transfer to the Dft, at termination or expiration, either the lease or the ownership of some or all
of the helicopters that service the U.K. SAR contract. The Dft may alternatively require that we or the owner, as the case may be,
transfer the lease or ownership of the helicopters to any replacement service provider. If the Dft wishes to transfer ownership it
must pay a specified option exercise fee based on the value of the helicopters. If the Dft wishes to transfer the lease it does not
have to pay an option exercise fee. We currently lease all of the aircraft that service the U.K. SAR contract. Therefore, although
we are entitled to some compensation for termination or early expiration if we are not at fault, termination or early expiration of
the U.K. SAR contract would result in a significant loss of expected revenue. Additionally, we do not have the right to transfer
the ground facilities supporting the U.K. SAR contract to the replacement service provider. If alternative long-term uses were not
identified for these facilities, we could incur recurring fixed expenses for these recently acquired, non-revenue producing assets
if we were unable to sell them to a replacement contractor or other party in the event the U.K. SAR contract is terminated.

Our clients may shift risk to us.

We give to and receive from our clients indemnities relating to damages caused or sustained by us in connection with our
operations. Our clients’ changing views on risk allocation together with deteriorating market conditions could force us to accept
greater risk to win new business, retain renewing business or could result in us losing business if we are not prepared to take such
risks. To the extent that we accept such additional risk, and seek to insure against it, if possible, our insurance premiums could
rise. If we cannot insure against such risks or otherwise choose not to do so, we could be exposed to catastrophic losses in the
event such risks are realized.

We may not be able to obtain client contracts with acceptable terms covering some of our new helicopters, and some of our
new helicopters may replace existing helicopters already under contract, which could adversely affect the utilization of our
existing fleet.

We have ordered, and have options for, a substantial number of new helicopters. Many of our new helicopters may not be
covered by client contracts when they are delivered to us, and we cannot assure you as to when we will be able to utilize these
new helicopters or on what terms. To the extent our helicopters are covered by a client contract when they are delivered to us,
many of these contracts are for a short term, requiring us to seek renewals more frequently. Alternatively, we expect that some of

our clients may request new helicopters in lieu of our existing helicopters, which could adversely affect the utilization of our
existing fleet.

Reductions in spending on helicopter services by government agencies could lead to modifications of SAR contract terms or
delays in receiving payments, which could adversely impact our business, financial condition and results of operations.

We have contracts with government agencies in the U.K. and Australia and were recently awarded a contract to provide
SAR services for all of the U.K. Any reductions in the budgets of government agencies for spending on helicopter services,
implementation of cost saving measures by government agencies, imposed modifications of contract terms or delays in collecting
receivables owed to us by our government agency clients could have an adverse effect on our business, financial condition and
results of operations.

In addition, there are inherent risks in contracting with government agencies. Applicable laws and regulations in the countries
in which we operate may enable our government agency clients to (i) terminate contracts for convenience, (ii) reduce, modify or
cancel contracts or subcontracts if requirements or budgetary constraints change, or (iii) terminate contracts or adjust their terms.

Our fixed operating expenses and long-term contracts with clients could adversely affect our business under certain
circumstances.

Our profitability is directly related to demand for our services. Because of the significant expenses related to aircraft financing,
crew wages and benefits, lease costs, insurance and maintenance programs, a substantial portion of our operating expenses are
fixed and must be paid even when aircraft are not actively servicing clients and thereby generating income. A decrease in our
revenues could therefore result in a disproportionate decrease in our earnings, as a substantial portion of our operating expenses
would remain unchanged. Similarly, the discontinuation of any rebates, discounts or preferential financing terms offered to us by
manufacturers, lenders or lessors would have the effect of increasing our fixed expenses, and without a corresponding increase in
our revenues, would negatively impact our results of operations.

Our long-term aircraft services contracts contain price escalation terms and conditions. Although supplier costs, fuel costs,
labor costs, insurance costs, and other cost increases are typically passed through to our clients through rate increases where
possible, these escalations may not be sufficient to enable us to recoup increased costs in full. There can be no assurance that we
will be able to estimate costs accurately or recover increased costs by passing these costs on to our clients. We may not be successful
in identifying or securing cost escalations for other costs that may escalate during the applicable client contract term. In the event
that we are unable to fully recover material costs that escalate during the terms of our client contracts, the profitability of our client
contracts and our business, financial condition and results of operations could be materially and adversely affected.

Additionally, cost increases related to our airline scheduled service cannot be passed on to previously purchased air passenger
tickets but may be passed on partially or wholly to future purchased tickets if the rates remain competitive to other competing
airlines.

Risks Relating to Our Business

Our operations involve a degree of inherent risk that may not be covered by our insurance and may increase our operating
costs.

The operation of helicopters and fixed wing aircraft inherently involves a degree of risk. Hazards such as harsh weather and
marine conditions, mechanical failures, facility fires and spare parts damage, crashes and collisions are inherent in our business
and may result in personal injury, loss of life, damage to property and equipment, suspension or reduction of operations, reduced
number of flight hours and the grounding of such aircraft or insufficient ground facilities or spare parts to support operations. In
addition to any loss of property or life, our revenues, profitability and margins could be materially affected by an accident or asset
damage.

We, or third parties operating our aircraft, may experience accidents or damage to our assets in the future. These risks could
endanger the safety of both our own and our clients' personnel, equipment, cargo and other property, as well as the environment.
If any of these events were to occur with equipment or other assets that we need to operate or lease to third parties, we could
experience loss of revenues, termination of charter contracts, higher insurance rates, and damage to our reputation and client
relationships. In addition, to the extent an accident occurs with aircraft we operate or to assets supporting operations, we could be
held liable for resulting damages. For example, in March 2014 one of our hangars in Nigeria experienced a fire, which resulted
in damage to the hangar, two helicopters and a substantial portion of the inventory spare parts. Although the hangar, helicopters
and inventory were covered by insurance, we incurred deductible and additional insurance premiums as a result of this fire. The
lack of sufficient insurance for this incident or the occurrence of another such incident or accident could have a material adverse
effect on our operations and financial condition.

Certain models of aircraft that we operate have also experienced accidents while operated by third parties. For example, on
October 22, 2012, an incident occurred with an Airbus Helicopters EC225 Super Puma helicopter operated by another helicopter
company, which resulted in a controlled ditching on the North Sea, south of the Shetland Isles, U.K. Following the ditching, all
19 passengers and crew were recovered safely and without injuries. This incident resulted in the CAAs in the U.K. and Norway
issuing safety directives in October 2012, requiring operators to suspend operations of the affected aircraft and our cessation of
operations a total of 16 large Airbus Helicopters aircraft for a period of time pending determination of the root cause of the gear
shaft failure that resulted in the incident. The gear shaft has been redesigned and, in April 2014, Airbus Helicopters advised us
that the EASA has certified the new shaft with the expectation that the global oil and gas fleet will have the new shaft installed in
the next twelve months. However, in July 2013 the EASA issued an airworthiness directive providing for interim solutions
involving minor aircraft modifications and new maintenance/operating procedures for mitigating shaft failure and enhancing early
detection which allows the EC225 to safely fly without the new shaft. We commenced return to operational service of our EC225
fleet in the third quarter of fiscal year 2014. We currently operate 20 of these aircraft including 14 owned and six leased aircraft.
Nine of the 11 aircraft in the U.K. have returned to service with another two aircraft expected to return to service in the first quarter
of fiscal year 2014 which will be fitted with the new shafts. Three aircraft in Norway are currently back in operation. Five aircraft
have returned to service in Australia and another aircraft is expected to return to service in June. If other operators experience
accidents with aircraft models that we operate or lease, obligating us to take such aircraft out of service until the cause of the
accident is rectified, we would lose revenues and might lose clients. In addition, safety issues experienced by a particular model
of aircraft could result in clients refusing to use that particular aircraft model or a regulatory body grounding that particular aircraft
model. The value of the aircraft model might also be permanently reduced in the market if the model were to be considered less
desirable for future service and the inventory for such aircraft may be impaired.

We attempt to protect ourselves against these losses and damage by carrying insurance, including hull and liability, general
liability, workers’ compensation, and property and casualty insurance. Our insurance coverage is subject to deductibles and
maximum coverage amounts, and we do not carry insurance against all types of losses, including business interruption. We cannot
assure you that our existing coverage will be sufficient to protect against all losses, that we will be able to maintain our existing
coverage in the future or that the premiums will not increase substantially, particularly in light of the hangar fire in Nigeria
referenced above. In addition, future terrorist activity, risks of war, accidents or other events could increase our insurance premiums.
The loss of our liability insurance coverage, inadequate coverage from our liability insurance or substantial increases in future
premiums could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain standards of acceptable safety performance may have an adverse impact on our ability to attract and retain
clients and could adversely impact our reputation, operations and financial performance.

Our clients consider safety and reliability as the two primary attributes when selecting a provider of air transportation services.
If we fail to maintain standards of safety and reliability that are satisfactory to our clients, our ability to retain current clients and
attract new clients may be adversely affected. Accidents or disasters could impact client or passenger confidence in a particular
fleet type, us or the air transportation services industry as a whole and could lead to a reduction in client contracts, particularly if
such accidents or disasters were due to a safety fault in a type of aircraft used in our fleet. In addition, the loss of aircraft as a result
of accidents could cause significant adverse publicity and the interruption of air services to our clients, which could adversely
impact our reputation, operations and financial results. Our aircraft have been involved in accidents in the past, some of which
have included loss of life and property damage. We may experience similar accidents in the future.

Our operations in our West Africa and Other International business units are subject to additional risks.

During fiscal years 2014, 2013 and 2012, approximately 28%, 28% and 30%, respectively, of our gross revenue was
attributable to helicopter services provided to clients operating in our West Africa and Other International business units. Operations
in most of these areas are subject to various risks inherent in conducting business in international locations, including:

•

political, social and economic instability, including risks of war, general strikes and civil disturbances;

physical and economic retribution directed at U.S. companies and personnel;

governmental actions that restrict payments or the movement of funds or result in the deprivation of contract rights;

violations of our Code;

adverse tax consequences;

fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand
for our services and our profitability;

•

potential noncompliance with a wide variety of laws and regulations, such as the U.S. Foreign Corrupt Practices Act of
1977 (the “FCPA”), and similar non-U.S. laws and regulations, including the U.K. Bribery Act and Brazil’s Clean
Companies Act (the “BCCA”);

the taking of property without fair compensation; and

the lack of well-developed legal systems in some countries that could make it difficult for us to enforce our contractual
rights.

For example, there has been continuing political and social unrest in Nigeria, where we derived 20%, 20% and 19% of our
gross revenue during fiscal years 2014, 2013 and 2012, respectively. A change in leadership with the upcoming Nigerian Presidential
election in 2015 could cause instability in the area resulting in a lack of demand for our services in Nigeria and safety risks for
our operations and our people. In addition, the passage of the Nigerian Petroleum Industry Bill could lead to further uncertainty
in demand in the region. Future unrest or legislation in Nigeria or our other operating regions could adversely affect our business,
financial condition and results of operations in those regions. We cannot predict whether any of these events will continue to occur
in Nigeria or occur elsewhere in the future.

We also have a joint venture operating in Sakhalin that may be negatively impacted by any further civil unrest within, war

related to, or sanctions against Russia.

We are highly dependent upon the level of activity in the North Sea and to a lesser extent the U.S. Gulf of Mexico, which are
mature exploration and production regions.

In fiscal years 2014, 2013 and 2012 approximately 55%, 54%, and 54%, respectively, of our gross revenue was derived
from air transportation services provided to clients operating in the North Sea and the U.S. Gulf of Mexico. The North Sea and
the U.S. Gulf of Mexico are mature exploration and production regions that have undergone substantial seismic survey and
exploration activity for many years. Because a large number of oil and gas properties in these regions have already been drilled,
additional prospects of sufficient size and quality could be more difficult to identify. Generally, the production from these drilled
oil and gas properties is declining. In the future, production may decline to the point that such properties are no longer economic
to operate, in which case, our services with respect to such properties will no longer be needed. Oil and gas companies may not
identify sufficient additional drilling sites to replace those that become depleted. In addition, the U.S. government’s exercise of
authority under the Outer Continental Shelf Lands Act, as amended, to restrict the availability of offshore oil and gas leases together
with the U.K. government’s exercise of authority could adversely impact exploration and production activity in the U.S. Gulf of
Mexico and the U.K. North Sea, respectively.

If activity in oil and gas exploration, development and production in either the U.S. Gulf of Mexico or the North Sea materially
declines, our business, financial condition and results of operations could be materially and adversely affected. We cannot predict
the levels of activity in these areas.

Foreign exchange risks and controls may affect our financial position and results of operations.

Through our operations outside the U.S., we are exposed to foreign currency fluctuations and exchange rate risks. As a
result, a strong U.S. dollar may increase the local cost of our services that are provided under U.S. dollar-denominated contracts,
which may reduce the demand for our services in foreign countries. Generally, we do not enter into hedging transactions to protect
against foreign exchange risks related to our gross revenue or operating expense.

Because we maintain our financial statements in U.S. dollars, our financial results are vulnerable to fluctuations in the
exchange rate between the U.S. dollar and foreign currencies, such as the British pound sterling, Australian dollar, euro, Nigerian
naira and Norwegian kroner. In preparing our financial statements, we must convert all non-U.S. dollar currencies to U.S. dollars.
The effect of foreign currency translation is reflected as a component of stockholders’ investment, while foreign currency transaction
gains or losses and translation of currency amounts not deemed permanently reinvested are credited or charged to income and
reflected in other income (expense), net. Additionally, our earnings from unconsolidated affiliates, net of losses, are affected by
the impact of changes in foreign currency exchange rates on the reported results of our unconsolidated affiliates, primarily the
impact of changes in the Brazilian real and the U.S. dollar exchange rate on results for our affiliate in Brazil. Changes in exchange
rates could cause significant changes in our financial position and results of operations in the future.

We operate in countries with foreign exchange controls including Brazil, Egypt, Malaysia, Nigeria, Russia and Turkmenistan.
These controls may limit our ability to repatriate funds from our international operations and unconsolidated affiliates or otherwise
convert local currencies into U.S. dollars. These limitations could adversely affect our ability to access cash from these operations.

See further discussion of foreign exchange risks and controls under Item 7A. “Quantitative and Qualitative Disclosure about

Market Risk” included elsewhere in this Annual Report.

Our dependence on a small number of helicopter manufacturers and lessors poses a significant risk to our business and
prospects, including our ability to execute our growth strategy.

We contract with a small number of manufacturers and lessors for most of our aircraft expansion replacement and leasing
needs. If any of these manufacturers face production delays due to, for example, natural disasters, labor strikes or availability of
skilled labor, we may experience a significant delay in the delivery of previously ordered aircraft. During these periods, we may
not be able to obtain orders for additional aircraft with acceptable pricing, delivery dates or other terms. Also, we have operating
leases for a growing number of our helicopters. The number of companies who provide leasing for helicopters is limited. If any
of these leasing companies face financial setbacks, we may experience delays in our ability to lease aircraft. Delivery delays or
our inability to obtain acceptable aircraft orders or lease aircraft would adversely affect our revenue and profitability and could
jeopardize our ability to meet the demands of our clients and grow our business. Additionally, lack of availability of new aircraft
resulting from a backlog in orders could result in an increase in prices for certain types of used helicopters.

If any of the helicopter manufacturers we contract with, the government bodies that regulate them or other parties, identify
safety issues with helicopter models we currently operate or that we intend to acquire, we may be required to suspend flight
operations, as was done most recently with the EC225 referenced above.

The CAAs in the U.K. and Norway have issued safety directives, which superseded and revoked the safety directive of
October 2012 and now permit a return to service of the EC225 aircraft over harsh environments conditional upon compliance with
the EASA airworthiness directive. We have commenced the required modifications and are carrying out the required inspections
on our EC225 fleet in the U.K., Norway and Australia. See “— Our operations involved a degree of inherent risk that may not be
covered by our insurance and may increase our operating costs” for more information. If we are unable to fully resume operations
with the EC225, or are forced to suspend operations of different helicopter models, our business, financial condition and results
of operations during any period in which flight operations are suspended could be affected.

A shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopter and fixed
wing aircraft and supplier cost increases could adversely affect us.

In connection with the required routine maintenance and repairs performed on our aircraft in order for them to stay fully
operational and available for use in our operations, we rely on a few key vendors for the supply and overhaul of components fitted
to our aircraft. Those vendors have historically worked at or near full capacity supporting the aircraft production lines and the
maintenance requirements of various governments and civilian aircraft operators who may also operate at or near capacity in
certain industries, including operators such as us who support the energy industry. Such conditions can result in backlogs in
manufacturing schedules and some parts being in limited supply from time to time, which could have an adverse impact upon our
ability to maintain and repair our aircraft. To the extent that these suppliers also supply parts for aircraft used by the governments
in military operations, parts delivery for our aircraft may be delayed. Our inability to perform timely maintenance and repairs can
result in our aircraft being underutilized which could have an adverse impact on our operating results and financial condition.
Furthermore, our operations in remote locations, where delivery of these components and parts could take a significant period of
time, may also impact our ability to maintain and repair our aircraft. While every effort is made to mitigate such impact, this may
pose a risk to our operating results. Additionally, supplier cost increases for critical aircraft components and parts also pose a risk
to our operating results. Cost increases for contracted services are passed through to our clients through rate increases where
possible, including as a component of contract escalation charges. However, as certain of our contracts are long-term in nature,
cost increases may not be adjusted in our contract rates until the contracts are up for renewal.

Additionally, operation of a global fleet of aircraft requires us to carry spare parts inventory across our global operations to
perform scheduled and unscheduled maintenance activity. Changes in the aircraft model types of our fleet can result inventory
levels in excess of those required to support the fleet over the remaining life of the fleet. Additionally, other parts may become
obsolete or dormant given changes in use of parts on aircraft and maintenance needs. These fleet changes or other external factors
can result in impairment of inventory balances where we expect that excess, dormant or obsolete inventory will not recover its
carrying value through sales to third parties or disposal.

Our future growth depends significantly on the level of international oil and gas activity and our ability to operate outside of
the North Sea and the U.S. Gulf of Mexico.

Our future growth will depend significantly on our ability to expand into markets outside of the North Sea and the U.S. Gulf

of Mexico. Expansion of our business depends on our ability to operate in these other regions.

Expansion of our business outside of the North Sea and the U.S. Gulf of Mexico may be adversely affected by:

•

local regulations restricting foreign ownership of helicopter operators;

requirements to award contracts to local operators; and

the number and location of new drilling concessions granted by foreign governments.

We cannot predict the restrictions or requirements that may be imposed in the countries in which we operate. If we are unable
to continue to operate or retain contracts in markets outside of the North Sea and the U.S. Gulf of Mexico, our future business,
financial condition and results of operations may be adversely affected, and our operations outside of the North Sea and the U.S.
Gulf of Mexico may not grow.

In order to grow our business, we may require additional capital in the future, which may not be available to us.

Our business is capital intensive, and to the extent we do not generate sufficient cash from operations, we will need to raise
additional funds through public or private debt or equity financings to execute our growth strategy. Adequate sources of capital
funding may not be available when needed, or may not be available on favorable terms. If we raise additional funds by issuing
equity or certain types of convertible debt securities, dilution to the holdings of existing stockholders may result. Further, if we
raise additional debt financing, we will incur additional interest expense and the terms of such debt may be at less favorable rates
than existing debt and could require the pledge of assets as security or subject us to financial and/or operating covenants that affect
our ability to conduct our business. If funding is insufficient at any time in the future, we may be unable to acquire additional
aircraft, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business,
financial condition and results of operations. See discussion of our capital commitments in Item 7. “Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Cash Requirements”
included elsewhere in this Annual Report.

Labor problems could adversely affect us.

Certain of our employees in the U.K., Norway, Nigeria, the U.S. and Australia (collectively, about 52% of our employees)
are represented under collective bargaining or union agreements. Any disputes over the terms of these agreements or our potential
inability to negotiate acceptable contracts with the unions that represent our employees under these agreements could result in
strikes, work stoppages or other slowdowns by the affected workers. Periodically, certain groups of our employees who are not
covered under a collective bargaining agreement consider entering into such an agreement. For example, in 2013 our U.S. Gulf
of Mexico mechanics elected to unionize and are currently in contract negotiations. Further, if our unionized workers engage in
a strike, work stoppage or other slowdown, other employees elect to become unionized, existing labor agreements are renegotiated,
or future labor agreements contain terms that are unfavorable to us, we could experience a disruption of our operations or higher
ongoing labor costs, which could adversely affect our business, financial condition and results of operations.

See Item 1. “Business — Employees” included elsewhere in this Annual Report for further discussion on the status of

collective bargaining or union agreements.

Our failure to attract and retain qualified personnel could have an adverse effect on us.

Loss of the services of key management personnel at our corporate and other international business unit headquarters without
being able to attract personnel of equal ability could have a material adverse effect upon us. Further, Title 49 of the Transportation
Code and other statues require our President and two-thirds of our board of directors and other managing officers be U.S. citizens.
In February 2014 we announced the retirement of our current President and Chief Executive Officer and the anticipated appointment
of our Senior Vice President and Chief Financial Officer to replace him on July 31, 2014. Additionally, in March 2014 our Senior
Vice President, Commercial announced his decision to resign from the Company. We are currently recruiting internally and
externally for a Senior Vice President, Chief Financial Officer and a Senior Vice President, Business Development and Strategy.
Our failure to attract and retain qualified executive personnel or for such executive personnel to work well together or as effective
leaders in their respective areas of responsibility could have a material adverse effect on our current business and future growth.

Our ability to attract and retain qualified pilots, mechanics and other highly-trained personnel is an important factor in
determining our future success. For example, many of our clients require pilots with very high levels of flight experience. The
market for these experienced and highly-trained personnel is competitive and may become more competitive. Accordingly, we
cannot assure you that we will be successful in our efforts to attract and retain such personnel. Some of our pilots, mechanics and
other personnel, as well as those of our competitors, are members of the U.K. or U.S. military reserves who have been, or could
be, called to active duty. If significant numbers of such personnel are called to active duty, it would reduce the supply of such
workers and likely increase our labor costs. Additionally, the addition of new aircraft types to our fleet or a sudden change in
demand for a specific aircraft type as happened with the Sikorsky S-92 and Airbus Helicopters AS332 aircraft types in response
to the Airbus Helicopters EC225 grounding may require us to retain additional pilots, mechanics and other flight-related personnel.
Our failure to attract and retain qualified personnel could have a material adverse effect on our current business and future growth.

Our operations are subject to weather-related and seasonal fluctuations.

Our operations can be impaired by harsh weather conditions. Poor visibility, high wind, heavy precipitation, sand storms
and volcanic ash can affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours. A
significant portion of our operating revenue is dependent on actual flight hours, and a substantial portion of our direct cost is fixed.
Thus, prolonged periods of harsh weather can have a material adverse effect on our business, financial condition and results of
operations. In addition, severe weather patterns, including those resulting from climate change, could affect the operation of
helicopters and fixed wing aircraft and result in a reduced number of flight hours, which may have a material adverse effect on
our business, financial condition or results of operations.

The fall and winter months have fewer hours of daylight, particularly in the North Sea and Canada. While some of our
aircraft are equipped to fly at night, we generally do not do so. In addition, drilling activity in the North Sea and Canada is lower
during the winter months than the rest of the year. Anticipation of harsh weather during this period causes many oil companies to
limit activity during the winter months. Consequently, flight hours are generally lower during these periods, typically resulting in
a reduction in operating revenue during those months. Accordingly, our reduced ability to operate in harsh weather conditions and
darkness may have a material adverse effect on our business, financial condition and results of operations.

The Harmattan, a dry and dusty West African trade wind, blows in Nigeria between the end of November and the middle
of March. The heavy amount of dust in the air can severely limit visibility and block the sun for several days, comparable to a
heavy fog. We are unable to operate aircraft during these harsh conditions. Consequently, flight hours may be lower during these
periods resulting in reduced operating revenue, which may have a material adverse effect on our business, financial condition and
results of operations.

In the U.S. Gulf of Mexico, the months of December through March typically have more days of harsh weather conditions
than the other months of the year. Heavy fog during those months often limits visibility. In addition, in the Gulf of Mexico, June
through November is tropical storm and hurricane season, and in Australia, November through April is cyclone season. When a
weather event is about to enter or begins developing in these regions, flight activity may increase because of evacuations of offshore
workers. However, during such an event, we are unable to operate in the area of the storm. In addition, as a significant portion of
our facilities are located along the coast of these regions, so extreme weather may cause substantial damage to our property in
these locations, including helicopters. Additionally, we incur costs in evacuating our aircraft, personnel and equipment prior to
tropical storms, hurricanes and cyclones.

Failure to develop or implement new technologies could affect our results of operations.

Many of the aircraft that we operate are characterized by changing technology, introductions and enhancements of models
of aircraft and services and shifting client demands, including technology preferences. Our future growth and financial performance
will depend in part upon our ability to develop, market and integrate new services and to accommodate the latest technological
advances and client preferences. In addition, the introduction of new technologies or services that compete with our services could
result in our revenues decreasing over time. If we are unable to upgrade our operations or fleet with the latest technological advances
in a timely manner, or at all, our business, financial condition and results of operations could suffer.

We are increasingly dependent on information technology, and if we are unable to protect against service interruptions, data
corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our business could be
negatively impacted.

Our business is increasingly dependent upon information technology networks and systems to process, transmit and store
electronic and financial information; to capture knowledge of our business; and to communicate within our company and with
clients, suppliers, partners and other stakeholders. These information technology systems, some of which are managed by third
parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing
software, databases or components thereof, power outages, hardware failures, computer viruses, cyber attacks, telecommunication
failures, user errors or catastrophic events. Our information technology systems are becoming increasingly integrated on a global
basis, so damage, disruption or shutdown to the system could result in a more widespread impact. If our information technology
systems suffer severe damage, disruption or shutdown, and our business continuity plans do not effectively resolve the issues in
a timely manner, we could experience business disruptions, and transaction errors causing a material adverse effect on our business,
financial condition and results of operations.

In 2014 and 2015, we plan to implement a new Enterprise Resource Planning (“ERP”) system, SAP, which will replace our
existing ERP, IFS. If we are not able to effectively implement SAP, our operations and financial reporting could be negatively
affected, including our ability to operate and maintain our aircraft, our ability to manage client and vendor data, and our ability
to issue accurate financial statements in a timely manner. In addition, cyber attacks could lead to potential unauthorized access
and disclosure of confidential information, data loss, data corruption, communication interruption or other operational disruptions
within our business. There is no assurance that we will not experience cyber attacks and suffer losses in the future. Further, as the
methods of cyber attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance
our protective measures or to investigate and remediate any vulnerabilities to cyber attacks.

We operate in many international areas through entities that we do not control and are subject to government regulation that
limits foreign ownership of aircraft companies in favor of domestic ownership.

We conduct many of our international operations through entities in which we have a noncontrolling investment or through
strategic alliances with foreign partners. For example, we have acquired interests in, or in some cases have lease and service
agreements with, entities that operate aircraft in Brazil, Canada, Egypt, Nigeria, the U.K., Russia and Turkmenistan. We provide
engineering and administrative support to certain of these entities. We derive significant amounts of lease revenue, service revenue,
equity earnings and dividend income from these entities. In fiscal years 2014, 2013 and 2012, we received approximately $92.7
million, $54.0 million and $29.4 million, respectively, of revenue from the provision of aircraft and other services to unconsolidated
affiliates. Because we do not own a majority interest or maintain voting control of our unconsolidated affiliates, we do not have
the ability to control their policies, management or affairs. The interests of persons who control these entities or partners may
differ from ours, and may cause such entities to take actions that are not in our best interest. If we are unable to maintain our
relationships with our partners in these entities, we could lose our ability to operate in these areas, potentially resulting in a material
adverse effect on our business, financial condition and results of operations. Additionally, an operational incident involving one
of their entities over which we do not have operational control may nevertheless cause us reputational harm.

In Nigeria, we have seen a recent increase in competitive pressure and the application of local content regulations that could
impact our ability to win future work at levels previously anticipated. In order to properly and fully embrace new regulations, we
made a number of changes to our operating model in Nigeria, while maintaining safety as our number one priority at all times.
The objectives of these changes being (a) enhancing the level of continued compliance by each of BHNL and PAAN with local
content regulations, (b) providing technical aviation maintenance services through a wholly-owned Bristow Group entity, BATS,
and (c) each of BHNL, PAAN and BATS committing to continue to apply and use all key Bristow Group standards and policies,
including without limitation our Target Zero safety program, our Code of Business Integrity and our Operations Manuals. As a
result of these changes, our ability to continue to consolidate BHNL and PAAN under the current accounting requirements could
change.

We are subject to governmental regulation that limits foreign ownership of aircraft companies in favor of domestic ownership.
Based on regulations in various markets in which we operate, our aircraft may be subject to deregistration and we may lose our
ability to operate within these countries if certain levels of local ownership are not maintained. Deregistration of our aircraft for
any reason, including foreign ownership in excess of permitted levels, would have a material adverse effect on our ability to
conduct operations within these markets. We cannot assure you that there will be no changes in aviation laws, regulations or
administrative requirements or the interpretations or applications thereof, which could restrict or prohibit our ability to operate in
certain regions. Any such restriction or prohibition on our ability to operate may have a material adverse effect on our business,
financial condition and results of operations. See further discussion in Item 1. “Business — Governmental Regulation” included
elsewhere in this Annual Report.

We may undertake one or more significant corporate transactions that may not achieve their intended results, may adversely
affect our financial condition and our results of operations or result in unforeseeable risks to our business.

We continuously evaluate the acquisition or disposition of operating businesses and assets and may in the future undertake
one or more significant transactions. Any such acquisitive transaction could be material to our business and could take any number
of forms, including mergers, joint ventures and the purchase of equity interests. The consideration for such acquisitive transactions
may include, among other things, cash, common stock or equity interests in us or our subsidiaries, or a contribution of equipment
to obtain equity interests, and in conjunction with a transaction we might incur additional indebtedness. We also routinely evaluate
the benefits of disposing of certain of our assets. Such dispositions could take the form of asset sales, mergers or sales of equity
interests.

These transactions may present significant risks such as insufficient revenues to offset liabilities assumed, potential loss of
significant revenues and income streams, increased or unexpected expenses, inadequate return of capital, regulatory or compliance
issues, the triggering of certain covenants in our debt instruments (including accelerated repayment) and unidentified issues not
discovered in due diligence. In addition, such transactions could distract management from current operations. As a result of the
risks inherent in such transactions, we cannot guarantee that any such transaction will ultimately result in the realization of its
anticipated benefits or that it will not have a material adverse impact on our business, financial condition or results of operations.
If we were to complete such an acquisition, disposition, investment or other strategic transaction, we may require additional debt
or equity financing that could result in a significant increase in our amount of debt and our debt service obligations or the number
of outstanding shares of our common stock, thereby diluting holders of our common stock outstanding prior to such acquisition.

We are subject to tax and other legal compliance risks.

We are subject to a variety of tax and other legal compliance risks. These risks include, among other things, possible liability
relating to taxes and compliance with U.S. and foreign export laws such as ITAR and the European Union Dual-Use Export
Regulations, competition laws and laws governing improper business practices such as the FCPA, the U.K. Bribery Act and the
Brazil Clean Companies Act, a new anti-bribery law that is similar to the FCPA and U.K. Bribery Act. We or one of our business
units could be charged with wrongdoing as a result of such matters. If convicted or found liable, we could be subject to significant
fines, penalties, repayments, other damages (in certain cases, treble damages), or suspension or debarment from government
contracts. The U.S. Department of Justice and other federal agencies and authorities have a broad range of civil and criminal
penalties at their disposal to impose against corporations and individuals for violations of trading sanctions laws, the FCPA and
other federal statutes. Under trading sanctions laws, the government may seek to impose modifications to business practices,
including cessation of business activities in sanctioned countries, and modifications to compliance programs, which may increase
compliance costs, and could subject us to fines, penalties and other sanctions. If any of the risks described above were to materialize,
they could adversely impact our financial condition or results of operations. Independently, our failure to comply with applicable
export and trade practice laws could result in civil or criminal penalties and suspension or termination of export privileges. As a
global business, we are subject to complex laws and regulations in the U.K., the U.S. and other countries in which we operate.
Those laws and regulations may be interpreted in different ways. They may also change from time to time, as may interpretations
and other guidance. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws
or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce
our rights.

Actions taken by agencies empowered to enforce governmental regulations could increase our costs and reduce our ability to
operate successfully.

Our operations are regulated by governmental agencies in the various jurisdictions in which we operate. These agencies
have jurisdiction over many aspects of our business, including personnel, aircraft and ground facilities. Statutes and regulations
in these jurisdictions also subject us to various certification and reporting requirements and inspections regarding safety, training
and general regulatory compliance. Other statutes and regulations in these jurisdictions regulate the offshore operations of our
clients. The agencies empowered to enforce these statutes and regulations may suspend, curtail or require us to modify our
operations. In February 2014 the U.K. Civil Aviation Authority issued the CAP 1145 regulation, which is intended to improve the
safety of offshore helicopter operations in the U.K. The regulation was issued in response to the August 23, 2013 crash of a
competitor’s Airbus Helicopters AS332L2 Super Puma where four passengers lost their lives. The regulation is in part intended
to improve the ability of passengers and crew to survive a ditching, and also addresses pilot training, helidecks, acceptable weather
conditions for flying and other safety topics. For example, one requirement scheduled to be in effect September 1, 2014 is that
passengers may only occupy seats next to an emergency exit window. The requirements could present North Sea operators,
including us, with significant operational challenges. A suspension or substantial curtailment of our operations for any prolonged
period, and any substantial modification of our current operations, may have a material adverse effect on our business, financial
condition and results of operations. See further discussion in Item 1. “Business — Government Regulation” and “Business -
Environmental” included elsewhere in this Annual Report.

Changes in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our tax
returns could adversely affect our business, financial condition and results of operations.

Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or
the interpretation or application thereof. From time to time, the U.S. Congress and foreign, state and local governments consider
legislation that could increase our effective tax rate or the effective tax rates of our consolidated affiliates. For example, our
unconsolidated affiliate in Brazil was a party to tax litigation related to taxes assessed on foreign earnings over a period of time
dating back to 2005. Through an amnesty program, in November 2013, they made a payment for the years from 2005 to 2012
and recorded significant tax charges, impacting their results and our earnings from this investment. See discussion of these taxes
and amnesty program and payment under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Market Outlook — Selected Regional Perspectives” included elsewhere in this Annual Report. We cannot determine
whether, or in what form, legislation will ultimately be enacted or what the impact of any such legislation would be on our
profitability. If these or other changes to tax laws are enacted, our profitability could be negatively impacted.

Our future effective tax rates could also be adversely affected by changes in the valuation of our deferred tax assets and
liabilities, changes in the mix of earnings in countries with differing statutory tax rates, the ultimate repatriation of earnings from
foreign subsidiaries to the U.S., or by changes in tax treaties, regulations, accounting principles or interpretations thereof in one
or more countries in which we operate. In addition, we are subject to the potential examination of our income tax returns by the
Internal Revenue Service and other tax authorities where we file tax returns. We regularly assess the likelihood of adverse outcomes
resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that
such examinations will not have a material adverse effect on our business, financial condition and results of operations.

Environmental regulations and liabilities may increase our costs and adversely affect us.

Our operations are subject to U.S. federal, state and local, and foreign environmental laws and regulations that impose
limitations on the discharge of pollutants into the environment and establish standards for the treatment, storage, recycling and
disposal of toxic and hazardous wastes. The nature of the business of operating and maintaining aircraft requires that we use, store
and dispose of materials that are subject to environmental regulation. Environmental laws and regulations change frequently, which
makes it impossible for us to predict their cost or impact on our future operations. Liabilities associated with environmental matters
could have a material adverse effect on our business, financial condition and results of operations. We could be exposed to strict,
joint and several liability for cleanup costs, natural resource damages and other damages as a result of our conduct that was lawful
at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Additionally, any failure
by us to comply with applicable environmental laws and regulations may result in governmental authorities taking action against
our business that could adversely impact our operations and financial condition, including the:

•

issuance of administrative, civil and criminal penalties;

denial or revocation of permits or other authorizations;

imposition of limitations on our operations; and

performance of site investigatory, remedial or other corrective actions.

Changes in environmental laws or regulations, including laws relating to greenhouse emissions or other climate change
concerns, could require us to devote capital or other resources to comply with those laws and regulations. These changes could
also subject us to additional costs and restrictions, including increased fuel costs. For additional information see Item 1. “Business
- Environmental” and Item 3. “Legal Proceedings” included elsewhere in this Annual Report.

Our failure to dispose of aircraft through sales into the aftermarket could adversely affect us.

The management of our global aircraft fleet involves a careful evaluation of the expected demand for our services across
global markets, including the type of aircraft needed to meet this demand. As offshore oil and gas drilling and production globally
moves to deeper water, more medium and large aircraft and newer technology aircraft may be required. As older aircraft models
come off of current contracts and are replaced by new aircraft, our management evaluates our future needs for these aircraft models
and ultimately the ability to recover our remaining investments in these aircraft through sales into the aftermarket. We depreciate
our aircraft over their expected useful life to the expected salvage value to be received for the aircraft at the end of that life;
however, depending on the market for aircraft we may record gains or losses on aircraft sales. In certain instances where a cash
return can be made on newer aircraft in excess of the expected return available through the provision of our services, we may sell
newer aircraft. The number of aircraft sales and the amount of gains and losses recorded on these sales is unpredictable. A failure
to dispose of aircraft and parts in the secondary market could impair our ability to operate our fleet efficiently and service existing
contracts or win new mandates and could have a material adverse effect on our business, financial condition or results of operations.

Adverse results of legal proceedings could materially and adversely affect our business, financial condition or results of
operations.

We are subject to and may in the future be subject to legal proceedings and claims that arise out of the ordinary conduct of
our business. Results of legal proceedings cannot be predicted with certainty. Irrespective of merit, litigation may be both lengthy
and disruptive to our operations and could cause significant expenditure and diversion of management attention. We may be faced
with significant monetary damages or injunctive relief against us that could materially adversely affect a portion of our business
operations or materially and adversely affect our business, financial condition or results of operations should we fail to prevail in
certain matters.

We are exposed to credit risks.

We are exposed to credit risk on our financial investments, which depends on the ability of our counterparties to fulfill their
obligations to us. We manage credit risk by entering into arrangements with established counterparties and through the establishment
of credit policies and limits, which are applied in the selection of counterparties.

Credit risk on financial instruments arises from the potential for counterparties to default on their contractual obligations
and is limited to those contracts on which we would incur a loss in replacing the instrument. We limit our credit risk by dealing
only with counterparties that possess investment grade credit ratings and monitor our concentration risk with counterparties on
an ongoing basis. The carrying amount of financial assets represents the maximum credit exposure for financial assets.

Credit risk arises on our trade receivables from the unexpected loss in cash and earnings when a client cannot meet its
obligation to us or when the value of security provided declines. To mitigate trade credit risk, we have developed credit policies
that include the review, approval and monitoring of new clients, annual credit evaluations and credit limits. There can be no
assurance that our risk mitigation strategies will be effective and that credit risk will not adversely affect our financial condition
and results of operations.

Negative publicity may adversely impact us.

Media coverage and public statements that insinuate improper actions by us, our unconsolidated affiliates, or other companies
in our industry regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental
investigations by regulators. Addressing negative publicity and any resulting litigation or investigations may distract management,
increase costs and divert resources. Negative publicity may have an adverse impact on our reputation, the morale of our employees
and the willingness of the passengers to fly on our aircraft and those of our competitors, which could adversely affect our business,
financial condition or results of operations.

Regulations limit foreign ownership of our company, which could reduce the price of our common stock and cause owners of
our common stock who are not U.S. persons to lose their voting rights.

Our restated certificate of incorporation provides that persons or entities that are not “citizens of the U.S.” (as defined in the
Federal Aviation Act of 1958) shall not collectively own or control more than 25% of the voting power of our outstanding capital
stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless
collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of shares owned by
stockholders who are not citizens of the U.S. shall automatically be suspended, in the reverse chronological order of the dates and
times of registry of such shares in the Company’s stock records, until the voting rights of a sufficient number thereof shall have
been suspended so that the number of shares owned by stockholders who are not citizens of the U.S. that continues to have voting
rights equals the greatest whole number that is less than or equal to the Permitted Foreign Ownership Percentage. Shares held by
persons who are not citizens of the U.S. may lose their associated voting rights and be redeemed as a result of these provisions.
These restrictions may also have a material adverse impact on the liquidity or market value of our common stock because holders
may be unable to transfer our common stock to persons who are not citizens of the U.S.

If we do not restrict the amount of foreign ownership of our common stock, we may fail to remain a U.S. citizen, might lose
our status as a U.S. air carrier and be prohibited from operating aircraft in the U.S., which would adversely impact our business,
financial condition and results of operations.

Since we hold the status of a U.S. air carrier under the regulations of both the U.S. DOT and the FAA and we engage in the
operating and dry-leasing of aircraft in the U.S., we are subject to regulations pursuant to Title 49 of the Transportation Code
(“Transportation Code”) and other statutes (collectively, “Aviation Acts”). The Transportation Code requires that Certificates to
engage in air transportation be held only by citizens of the U.S. as that term is defined in the relevant section of the Transportation
Code. That section requires: (i) that our president and two-thirds of our board of directors and other managing officers be U.S.
citizens; (ii) that at least 75% of our outstanding voting stock be owned by U.S. citizens; and (iii) that we must be under the actual

control of U.S. citizens. Further, our aircraft operating in the U.S. must generally be registered in the U.S. In order to register such
aircraft under the Aviation Acts, we must be owned or controlled by U.S. citizens. Although our restated certificate of incorporation
and amended and restated by-laws contain provisions intended to ensure compliance with the provisions of the Aviation Acts, a
failure to maintain compliance could result in the loss of our air carrier status and thereby adversely affect our business, financial
condition and results of operations and we would be prohibited from both operating as an air carrier and operating aircraft in the
U.S. during any period in which we did not comply with these regulations.

Risks Related to Our Level of Indebtedness

Our level of indebtedness could adversely affect our ability to obtain financing, impair our ability to fulfill our obligations
under our indebtedness and limit our ability to adjust to changing market conditions.

As of March 31, 2014, we had approximately $841.3 million of outstanding indebtedness. In addition, we had $325.5 million
of availability for borrowings under our Credit Facilities as of March 31, 2014, subject to our maintenance of financial covenants
and other conditions. Although the agreements governing our Credit Facilities and the indenture governing our 6 ¼% Senior Notes
due 2022 (“6 ¼% Senior Notes”) contain restrictions on the incurrence of additional indebtedness, these restrictions are subject
to a number of qualifications and exceptions, and we could incur substantial additional indebtedness.

Our level of indebtedness may have important consequences to our business, including:

•

impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions
or other general corporate purposes;

requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our
indebtedness, which reduces the availability of our cash flow to fund working capital, capital expenditures,
acquisitions and other general corporate purposes or to repurchase our notes upon a change of control;

subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest
rates, including our borrowings under our Credit Facilities;

increasing the possibility of an event of default under the financial and other covenants contained in our debt
instruments; and

limiting our ability to adjust to rapidly changing market conditions, reducing our ability to withstand competitive
pressures and making us more vulnerable to a downturn in general economic conditions or our business than our
competitors with less debt.

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to
refinance all or a portion of our existing debt or obtain additional financing. There is no assurance that any such refinancing would
be possible or that any additional financing could be obtained. Our inability to obtain such refinancing or financing may have a
material adverse effect on us.

Failure to comply with covenants contained in certain of our lease agreements could limit our ability to maintain our leased
aircraft fleet and could adversely affect our business.

We have a significant amount of financial leverage from fixed obligations, including aircraft leases, leases of airport property
and other facilities, and other material cash obligations. In addition, we have substantial non-cancelable commitments for capital
expenditures, including the acquisition of new aircraft. The terms of our aircraft lease agreements contain covenants that impose
operating and financial limitations on us. Such lease agreements limit, among other things, our ability to utilize aircraft in certain
jurisdictions and/or to sublease aircraft, and may contain restrictions upon a change of control. A breach of lease covenants could
result in an obligation to repay amounts outstanding under the lease, including rent and a stated value amount per aircraft. If such
an event occurs, we may not be able to pay all amounts due under the leases or to refinance such leases on terms satisfactory to
us or at all, which could have a material adverse effect on our business, financial condition and results of operations.

To service our indebtedness and lease obligations we will continue to require a significant amount of cash, and our ability to
generate cash depends on many factors beyond our control.

Our ability to make scheduled payments of principal or interest with respect to our indebtedness and lease obligations will
depend on our ability to generate cash and on our financial results. Our ability to generate cash depends on the demand for our
services, which is subject to levels of activity in offshore oil and gas exploration, development and production, general economic
conditions, the ability of our affiliates to generate and distribute cash flows, and financial, competitive, regulatory and other factors
affecting our operations, many of which are beyond our control. We cannot assure you that our operations will generate sufficient
cash flow or that future borrowings will be available to us under our Credit Facilities or otherwise in an amount sufficient to enable
us to pay our indebtedness or lease obligations or to fund our other liquidity needs.

Covenants in our debt agreements may restrict the manner in which we can operate our business.

Our Credit Facilities and the indenture governing the 6 ¼% Senior Notes limit, among other things, our ability and the ability

of our restricted subsidiaries to:

•

borrow money or issue guarantees;

pay dividends, redeem capital stock or make other restricted payments;

incur liens to secure indebtedness;

• make certain investments;

•

sell certain assets;

enter into transactions with our affiliates; or

• merge with another person or sell substantially all of our assets.

If we fail to comply with these and other covenants, we would be in default under our Credit Facilities and the indenture
governing the 6 ¼% Senior Notes, and the principal and accrued interest on our outstanding indebtedness may become due and
payable. In addition, our Credit Facilities contain, and our future indebtedness agreements may contain, additional affirmative
and negative covenants.

As a result, our ability to respond to changes in business and economic conditions and to obtain additional financing, if
needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be considered
beneficial to us. Our Credit Facilities also require, and our future credit facilities may require, us to maintain specified financial
ratios and satisfy certain financial condition tests. Our ability to meet these financial ratios and tests can be affected by events
beyond our control, and we cannot assure you that we will meet those tests in the future. The breach of any of these covenants
could result in a default under our Credit Facilities. Upon the occurrence of an event of default under our existing or future credit
facilities, the lenders could elect to declare all amounts outstanding under such credit facilities, including accrued interest or other
obligations, to be immediately due and payable. There can be no assurance that our assets would be sufficient to repay in full all
of our indebtedness.

The instruments governing certain of our indebtedness, including our Credit Facilities and the indentures governing the 3%
Convertible Senior Notes and the 6 ¼% Senior Notes, contain cross-default provisions. Under these provisions, a default under
one instrument governing our indebtedness may constitute a default under our other instruments of indebtedness.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The number and types of aircraft we operate are described in Item 1. “Business — Overview” above. In addition, we lease
various office and operating facilities worldwide, including facilities at the Acadiana Regional Airport in New Iberia, Louisiana,
the Redhill Aerodrome near London, England, the Aberdeen Airport, Scotland and along the U.S. Gulf of Mexico, and numerous
residential locations near our operating bases or the bases of our affiliates in the U.K., Norway, Australia, Russia, Nigeria, Canada
and Trinidad primarily for housing pilots and staff supporting those operations. We also lease office space in two buildings in
Houston, Texas, which we use as our Corporate and Other International business unit headquarters. Eastern Airways owns a
majority controlling stake in the Humberside Airport in Kirmington, United Kingdom. Additionally, we have multiple properties
in Titusville, Florida, where the largest campus of our Bristow Academy business unit is located. These facilities are generally
suitable for our operations and can be replaced with other available facilities if necessary.

Additional information about our properties can be found in Note 8 in the “Notes to Consolidated Financial Statements”
included elsewhere in this Annual Report (under the captions “Aircraft Purchase Contracts” and “Operating Leases”). A detail of
our long-lived assets by geographic area as of March 31, 2014 and 2013 can be found in Note 12 in the “Notes to Consolidated
Financial Statements” included elsewhere in this Annual Report.

Item 3. Legal Proceedings

Nigerian Litigation

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

Environmental Contingencies

The EPA has in the past notified us that we are a potential responsible party, or PRP, at three former waste disposal facilities
that are on the National Priorities List of contaminated sites. Under the Superfund law, persons who are identified as PRPs may
be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of
hazardous substances at National Priorities List sites. Although we have not yet obtained a formal release of liability from the EPA
with respect to any of the sites, we believe that our potential liability in connection with these sites is not likely to have a material
adverse effect on our business, financial condition or results of operations.

Other Matters

Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered
by insurance subject to a deductible. We also are a defendant in certain claims and litigation arising out of operations in the normal
course of business. In the opinion of management, uninsured losses, if any, will not be material to our financial position, results
of operations or cash flows.

Item 4. Mine Safety Disclosures

None.

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “BRS.” The following table

shows the range of prices for our Common Stock during each quarter of our last two fiscal years.

PART II

First Quarter.................................................................................................
Second Quarter ............................................................................................
Third Quarter ...............................................................................................
Fourth Quarter .............................................................................................

Fiscal Year Ended March 31,

2014

2013

High
$ 69.05
73.97
85.70
79.70

Low
$ 59.21
64.94
72.48
64.10

High
$ 50.14
52.54
54.97
67.13

Low
$ 37.92
40.38
48.10
53.57

On May 16, 2014, the last reported sale price of our Common Stock on the NYSE was $74.03 per share. As of May 16,

2014, there were 384 holders of record of our Common Stock.

We paid quarterly dividends of $0.25 per share during each quarter of fiscal year 2014 and $0.20 per share during each
quarter of fiscal year 2013. On May 16, 2014, our board of directors approved a dividend of $0.32 per share of Common Stock,
payable on June 19, 2014 to shareholders of record on June 5, 2014. During fiscal years 2014 and 2013, we paid dividends totaling
$36.3 million and $28.7 million, respectively, to our shareholders. The declaration of future dividends is at the discretion of our
board of directors and subject to our results of operations, financial condition, cash requirements and other factors and restrictions
under applicable law, and our debt instruments.

The following table shows the repurchases of equity securities during the three months ended March 31, 2014:

Period
January 1, 2014 - January 31, 2014..........

February 1, 2014 - February 28, 2014......

March 1, 2014 - March 31, 2014..............

______________

Total
Number of
Shares
Purchased
230,490

351,401

246,674

Average
Price Paid
Per Share

73.53

71.86

76.69

Total Number of
Shares Purchased as
Part of Publicly
Announced Program (1)
230,490

351,401

246,674

Maximum Number (or
Approximate Dollar Value) of
Shares That May Yet Be
Purchased Under the Plans or
Programs (1)

66,507,424

74,748,975

55,830,976

(1) On November 2, 2011, our board of directors authorized the expenditure of up to $100 million to repurchase shares of our Common Stock 12 months
from that date, of which $25.1 million was spent. On November 2, 2012, our board of directors extended the date to repurchase shares of our Common
Stock by 12 months and increased the remaining repurchase amount to $100 million of which $1.2 million was spent. On November 5, 2013, our board
of directors extended the date to repurchase up to $100 million of shares of our Common Stock by another 12 months. During the three months ended
December 31, 2013, we spent $16.5 million to repurchase 215,310 shares of our Common Stock. During January 2014, we spent an additional $17.0
million to repurchase another 230,490 shares of our Common Stock. In February 2014, our board of directors increased the remaining repurchase amount
to $100 million through November 5, 2014. During February and March 2014, we spent an additional $44.2 million to repurchase another 598,075 shares
of our Common Stock. Subsequently, from April 1, 2014 through May 16, 2014, we spent another $9.4 million to repurchase 125,983 additional shares
of our Common Stock. As of May 16, 2014, we had $46.5 million of remaining repurchase authority. The timing and method of any repurchases under
the program will depend on a variety of factors, is subject to our results of operations, financial condition, cash requirements, and other factors and
restrictions under applicable law and our debt instruments, and may be suspended or discontinued at any time. The timing and method of any repurchases
under the program will depend on a variety of factors, is subject to our results of operations, financial condition, cash requirements and other factors and
restrictions under applicable law and our debt instruments, and may be suspended or discontinued at any time.

The following graph compares the cumulative 5-year total shareholder return on our Common Stock relative to the cumulative
total returns of the S&P 500 index, the PHLX Oil Service Sector index and the Simmons Offshore Transportation Services Group.
We have included the Simmons Offshore Transportation Services Group as management reviews this data internally and believes
that this comparison is most representative to our peer group. The graph assumes that the value of the investment in our Common
Stock and in each of the indices (including reinvestment of dividends) was $100 on March 31, 2009 and tracks it through March 31,
2014.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Bristow Group Inc., the S&P 500 Index, the PHLX Oil Service Sector Index,

and the Simmons Offshore Transportation Services Group

*$100 invested on 3/31/09 in stock or index, including reinvestment of dividends.
Fiscal year ending March 31.

Bristow Group Inc.
S&P 500 Index
PHLX Oil Service Sector Index
Simmons Offshore Transportation Services Group

March 31,
2009
100.00
100.00
100.00
100.00

March 31,
2010
176.06
149.77
163.11
147.86

March 31,
2011
220.72
173.20
236.64
194.15

March 31,
2012
225.77
187.99
183.70
184.73

March 31,
2013
317.13
214.24
195.76
191.93

March 31,
2014
368.34
261.06
246.15
221.42

Item 6. Selected Financial Data

The following table contains our selected historical consolidated financial data. You should read this table along with Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial
Statements and the related notes thereto, all of which are included elsewhere in this Annual Report.

(1)

2014

(2)

2013

(3)

2012

(4)

2011

(5)

2010

Fiscal Year Ended March 31,

(In thousands, except per share data)

Statement of Income Data: (6)

$ 1,669,582
Gross revenue .........................................................
186,737
Net income attributable to Bristow Group..............
$
5.15
Basic earnings per common share .......................... $
5.09
Diluted earnings per common share ....................... $
1.00
Cash dividends declared per share.......................... $

$ 1,508,473
130,102
$
3.61
$
3.57
$
0.80
$

$ 1,341,803
63,530
$
1.76
$
1.73
$
0.60
$

$ 1,232,808
132,315
$
3.67
$
$
3.60
$

$ 1,167,756
112,014
$
3.23
$
3.10
$
—
— $

2014

2013

March 31,
2012
(In thousands)

2011

2010

Balance Sheet Data: (6)

Total assets..............................................................
Long-term obligations (7) ........................................

$ 3,398,257
841,302
$

$ 2,950,692
787,269
$

$ 2,740,363
757,245
$

$ 2,675,354
718,836
$

$ 2,494,620
728,163
$

______________

(1) Results for fiscal year 2014 include a gain on the sale of the FB Entities of $103.9 million ($67.9 million, net of tax), $12.7 million ($8.3 million net of
tax) in charges related to the cancellation of a potential financing, a $12.7 million ($10.1 million, net of tax) write-down of inventory spare parts to the
lower of cost or market value and $13.6 million ($8.8 million, net of tax) in lower earnings from Líder resulting primarily from a tax amnesty payment
Líder made to the Brazilian government. Additional discussion of these items and other significant items in fiscal year 2014 is included under Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Overview of Operating Results
— Fiscal Year 2014 Compared to Fiscal Year 2013” included elsewhere in this Annual Report.

(2) Results for fiscal year 2013 include a gain on disposal of assets of $8.1 million ($6.4 million, net of tax) and the retirement of our 7 ½% Senior Notes
(redemption premium and write-off of deferred financing costs) of $14.9 million ($11.4 million, net of tax). Additional discussion of these items and
other significant items in fiscal year 2013 is included under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Executive Overview — Overview of Operating Results — Fiscal Year 2014 Compared to Fiscal Year 2013” included elsewhere in this
Annual Report.

(3) Results for fiscal year 2012 include a loss on disposal of assets of $31.7 million ($26.0 million, net of tax) and a $25.9 million ($18.5 million, net of tax)
write-down of inventory spare parts to lower of cost or market value. Additional discussion of these items and other significant items in fiscal year 2012
is included under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Overview
of Operating Results — Fiscal Year 2013 Compared to Fiscal Year 2012” included elsewhere in this Annual Report.

(4) Results for fiscal year 2011 include additional depreciation expense of $5.3 million ($3.4 million, net of tax) as a result of the impairment of previously
capitalized internal software costs as the related project was abandoned, $2.3 million ($1.5 million, net of tax) redemption premium (included in other
income (expense), net) and the non-cash write-off of $2.4 million ($1.6 million, net of tax) of unamortized debt issuance costs (included in interest
expense) related to the early retirement of the 6 1/8% Senior Notes and a reduction in the provision of income taxes of $17.7 million related to adjustments
to deferred tax liabilities that were no longer required as a result of restructuring during fiscal year 2011.

(5) Results for fiscal year 2010 include $3.6 million ($2.3 million, net of tax) of bad debt allowance recorded for accounts receivable due from our
unconsolidated affiliate in Mexico, $2.5 million ($1.6 million, net of tax) reduction in a bad debt allowance on accounts receivable due from a client in
Kazakhstan, $3.3 million ($2.9 million, net of tax) from a reduction in depreciation expense for errors in calculation of depreciation on certain aircraft
in prior fiscal years, $2.0 million ($1.3 million, net of tax) from a reduction in expense in Australia upon resolution of local tax matters, $4.9 million
($3.2 million, net of tax) increase in compensation costs associated with the departure of three of the Company’s officers and $2.6 million, net of tax, in
gains resulting from hedging gains from the termination of forward contracts on euro-denominated aircraft purchase commitments.

(6) Results of operations and financial position of companies that we have acquired have been included beginning on the respective dates of acquisition and
include Eastern Airways (February 2014) and Rotorwing Leasing Resources, L.L.C. (“RLR”) (July 2011). Amounts also include our investment in Líder
(May 2009) and Cougar (October 2012). On July 14, 2013, we sold our 50% interest in the FB Entities.

(7)

Includes long-term debt, current maturities of long-term debt and a capital lease obligation.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction
with “Forward-Looking Statements,” Item 1A. “Risk Factors” and our Consolidated Financial Statements for fiscal years 2014,
2013 and 2012, and the related notes thereto, all of which are included elsewhere in this Annual Report.

Executive Overview

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

See discussion of our business and the operations within our Helicopter Services Segment under Part I. Item 1. “Business —

Overview” included elsewhere in this Annual Report.

Our Strategy

Our goal is to strengthen our position as the leading helicopter services provider to the offshore energy industry and for
civilian SAR. We intend to employ the following well defined business/commercial and capital allocation strategies to achieve
this goal:

Business/Commercial Strategy

• Be the preferred provider of helicopter services. We position our business to be the preferred provider of helicopter
services by maintaining strong relationships with our clients and providing safe and high-quality service. In order to
create further differentiation and add value to our clients, we focus on enhancing our value to our clients through key
components of our “Operational Excellence” initiative and our “Bristow Client Promise” program, which are the initiatives
of “Target Zero Accidents,” “Target Zero Downtime” and “Target Zero Complaints.” This program is designed to help
our clients better achieve their offshore objectives by providing higher hours of zero-accident flight time with on-time
and up-time helicopter transportation service. We maintain close relationships with our clients’ field operations, corporate
management and contacts at governmental agencies which we believe help us better anticipate client needs and provide
our clients with the right aircraft in the right place at the right time, which in turn allows us to better manage our fleet
utilization and capital investment program. By better understanding and delivering on our clients’ needs with our global
operations and safety standards, we believe we effectively compete against other helicopter service providers based on
aircraft availability, client service, safety and reliability, and not just price. We also leverage our close relationships with
our industry peers to establish mutually beneficial operating practices and safety standards industry-wide.

• Grow our business while managing our assets. We plan to continue to grow our business globally and increase our revenue
and profitability over time, while managing through cyclical downturns in the energy industry or governmental spending
reductions or modifications. We conduct flight operations in most major oil and gas producing regions of the world, and
through our strong relationships with our existing clients, we are aware of future business opportunities in the markets
we currently serve that would allow us to grow through new contracts. Additionally, new opportunities may result in
growth through acquisitions, participation with existing unconsolidated affiliates, investing in new companies, or creating
partnerships and alliances with existing industry participants. We are also actively managing our aircraft fleet with the
expressed goal of continually renewing the fleet with newer technology aircraft, while also reducing the number of fleet
types we operate. We expect that a reduction in the number of fleet types we operate will allow us to realize operating,
maintenance and supply chain efficiencies across a more standardized global fleet of aircraft.

• Execute on Operational Excellence Initiatives. We continue to execute on operational excellence initiatives, with the goal
of improving our service delivery and overall value to our clients. We define our objective of ongoing improvement as
reaching across four strategic areas: clients, execution, people and growth. We strive for the highest standards in safety
performance, mission execution, people management and financial discipline. To continue building client confidence,
we have created the role of Service Delivery Manager in each of our business units. We have also appointed a number
of global account and business development executives to support our drive to deliver operational excellence to our
clients. We are also working to improve operational performance by creating global supply chain and fleet management
groups. We are in the process of further standardizing, simplifying and integrating our business processes across our
global operations so we can better provide more consistent and high quality service delivery. We are investing in two
new technology platforms, eFlight and a new Enterprise Resource Planning platform, to support flight operations and
activities such as finance, supply chain and maintenance. The expected benefits of these efforts include fewer process
steps, decreased cost, better maintenance turnaround, minimization of aircraft downtime, faster billing and collections,
reduced inventory levels and lower risk exposure, which should lead to improved margins, asset turnover, cash flow and

Bristow Value Added (“BVA”). We expect the technology execution portion of operational excellence to reduce risk and
reinforce our long term 10-15% adjusted diluted earnings per share growth through BVA and earnings per share accretion.

Capital Allocation Strategy

Our capital allocation strategy is based on three principles as follows:

• Prudent balance sheet management. Throughout our corporate and business unit management, we proactively manage
our capital allocation plan with a focus on achieving business growth and improving rates of return, within the dictates
of prudent balance sheet management. In addition to cash flow generated from operations, we intend to maintain adequate
liquidity and manage our capital structure relative to our commitments with external financings when necessary and
through the use of operating leases for 30-35% of our Large AirCraft Equivalent (“LACE”). As of March 31, 2014,
aircraft under operating leases accounted for 25% of our LACE. Our adjusted debt to total equity ratio and total liquidity
were 76.4% and $529.9 million, respectively, as of March 31, 2014 compared to 75.6% and $415.0 million, respectively,
as of March 31, 2013. Adjusted debt includes the net present value of operating leases totaling $411.6 million and $301.9
million, respectively, letters of credit, bank guarantees and financial guarantees totaling $2.7 million and $2.6 million,
respectively, and the unfunded pension liability of $86.8 million and $126.6 million, respectively, as of March 31, 2014
and 2013.

• Highest return of BVA. Our internal financial management framework, called BVA, focuses on the returns we deliver
across our organization. BVA is computed by subtracting a capital charge for the use of gross invested capital from after
tax operating cash flow. Our goal is to achieve strong improvements in BVA over time by (1) improving the returns we
earn throughout our organization via operational excellence initiatives and capital efficiency improvements as well as
through better pricing based on the differentiated value we deliver to clients via the Bristow Client Promise program;
(2) deploying more capital into commercial opportunities where management believes we can deliver strong returns and
when we believe it will benefit the Company and our shareholders, including making strategic acquisitions or strategic
equity investments; and (3) withdrawing capital from areas where returns are deemed inadequate and unable to be
sufficiently improved. When appropriate, we may divest parts of the Company. Improvements in BVA are the primary
financial measure in our management incentive plan, which is designed to align the interests of management with
shareholders.

• Balanced shareholder return. We believe our liquidity position and cash flows from operations will be adequate to finance
operating and maintenance expenditures, so we have matched our capital deployment alternatives for the current business
environment to deliver a more balanced return to our shareholders. On May 16, 2014, our board of directors approved a
dividend of $0.32 per share, our thirteenth consecutive quarterly dividend. On August 1, 2013, our board of directors
approved a dividend policy with a goal of an annualized quarterly dividend payout ratio of 20-30% of forward adjusted
earnings per share, although actual dividend payments are at the discretion of the board of directors and may not meet
this ratio. Also, our board of directors has authorized the expenditure of up to $133.4 million to repurchase shares of
Common Stock between November 5, 2013 and November 4, 2014. As of May 16, 2014, we had repurchased 1,721,462
shares of our Common Stock for a total of $113.3 million. For additional information on our repurchases of Common
Stock, see “Share Repurchases” in Note 11 to the financial statements elsewhere in this Annual Report. The timing and
method of any repurchases under the program will depend on a variety of factors, is subject to our results of operations,
financial condition, cash requirements and other factors and restrictions under applicable law and our debt instruments,
and may be suspended or discontinued at any time.

Market Outlook

Our core business is providing helicopter services to the worldwide oil and gas industry. Our global operations and critical
mass of helicopters provide us with geographic and client diversity which helps mitigate risks associated with a single market or
client.

The business environment during calendar year 2013 and early 2014 has remained positive, despite short-term challenges. We
are currently continuing to experience significant demand for medium and large helicopters. Based on our current contract level
and discussions with our clients about their needs for aircraft related to their oil and gas production and exploration plans, we
anticipate the demand for aircraft services will continue at a high level for the near term although in certain markets such as
Australia we have seen a technical delay in clients’ equipment resulting in a delay for our services start dates. Further, based on
the projects already under development by our clients in the markets in which we currently operate, we anticipate global demand
for our services will continue to grow.

The SAR market is continuing to evolve and we believe further outsourcing of civilian SAR services to the private sector
will continue as it is successfully deployed for governments. The clients for SAR services include both the oil and gas industry
where our revenue is primarily dependent on our client’s operating expenditures as discussed above and governmental agencies
where our revenue is dependent on a country’s desire to privatize SAR and enter into long-term contracts. SAR services opportunities
not related to the oil and gas industry include: previously awarded work involving seven aircraft for our U.K. Gap SAR contract,
five aircraft in Ireland, two aircraft in the Dutch Antilles and 18 additional aircraft for our U.K. SAR contract. We are also aware
of other opportunities yet to be awarded in the future for up to 16 aircraft in various countries including Australia, Brazil, the
Falklands, Libya, the Netherlands and Nigeria. See discussion of the U.K. Gap SAR and U.K. SAR contracts under “Recent
Events” below.

We continue to seek ways to operate more efficiently and work with our clients to improve the efficiency of their operations
within our “Operational Excellence” initiative and “Bristow Client Promise” program. These efficiency gains, combined with
strong demand, should lead to expansion of our business in some of our core markets.

Recent Events

Eastern Airways acquisition — On February 6, 2014, Bristow Helicopters Limited (“Bristow Helicopters”) acquired a 60%
interest in the privately owned Eastern Airways International Limited (“Eastern Airways”) for cash of £27 million ($44 million)
with possible earn out consideration of up to £6 million ($10 million) to be paid over a three year period based on the achievement
of specified financial performance thresholds. In addition, Bristow Helicopters entered into agreements with the other stockholders
of Eastern Airways that grant Bristow Helicopters the right to buy all of their Eastern Airways shares (and grant them the right
after seven years to require Bristow Helicopters to buy all of their shares) and include transfer restrictions and other customary
provisions. Eastern Airways is a regional fixed wing operator based at Humberside Airport located in North Lincolnshire, England
with both charter and scheduled services targeting U.K. oil and gas industry transport. We believe this investment will strengthen
Bristow Helicopters’ ability to provide a complete suite of point to point transportation services for existing European based
passengers, expand helicopter services in certain areas like the Shetland Islands and create a more integrated logistics solution for
global clients.

The acquisition of Eastern Airways is accounted for under the purchase method and the results are consolidated from the

date of acquisition in the Europe business unit.

We expect this acquisition will contribute approximately $160 million in operating revenue and $25 million of adjusted

EBITDAR on an annual basis.

Retirement of President and Chief Executive Officer — On February 3, 2014, we announced that William E. Chiles will
resign as President and Chief Executive Officer of the Company and that Jonathan E. Baliff has been appointed President and
Chief Executive Officer to succeed Mr. Chiles effective immediately following the resignation of Mr. Chiles as an officer of the
Company on or about July 31, 2014. For further details of the terms of Mr. Chiles Retirement and Consulting Agreement, dated
January 30, 2014, see Note 10 in the “Notes to the Consolidated Financial Statements” included elsewhere in this Annual Report.
Compensation to be paid to Mr. Chiles under this agreement impacted our financial results for fiscal year 2014 and will impact
our financial results for fiscal years 2015-2017.

Sale of unconsolidated affiliate in the U.K. — On July 14, 2013, we sold our 50% interest in each of FBS Limited, FB
Heliservices Limited and FB Leasing Limited, collectively referred to as the FB Entities, for £74 million, or $112.2 million. The
FB Entities are U.K. corporations that own and operate a total of 64 aircraft and principally provide pilot training, maintenance
and support services to the British military. We recorded a pre-tax gain on sale of unconsolidated affiliate of $103.9 million during
fiscal year 2014 on our consolidated statement of income.

Award of U.K SAR contract — On March 26, 2013, Bristow Helicopters was awarded the U.K. SAR contract with the DfT
to provide SAR services for all of the U.K. The U.K. SAR contract has a phased-in transition period beginning in April 2015 and
continuing to July 2017 and a contract length of approximately ten years. Under the terms of the U.K. SAR contract, Bristow
Helicopters will provide 11 Sikorsky S-92 and 11 AgustaWestland AW189 helicopters that will be located at ten bases across the
U.K. Each SAR base will operate either two S-92s or two AW189s. In addition to the ten bases with 20 aircraft, two fully SAR-
equipped training aircraft will be available to be deployed to any base as needed. Four of the aircraft that will operate at two bases
under the U.K. SAR contract commenced operations under an interim SAR contract with the DfT (“U.K. Gap SAR”) during June
and July 2013, and will transition to the U.K. SAR contract in fiscal year 2018. We expect the U.K. SAR contract to generate
operating revenue, adjusted EBITDAR and BVA of approximately $2.5 billion, $1.1 billion and $300 million, respectively, over
the contract term with anticipated capital requirements of approximately $825 million.

Aircraft incidents and fleet changes — On October 22, 2012, an incident occurred with an Airbus Helicopters EC225 Super
Puma helicopter operated by another helicopter company, which resulted in a controlled ditching of the aircraft on the North Sea,
south of the Shetland Isles, U.K. Following the ditching, all 19 passengers and crew were recovered safely and without injuries.

This incident resulted in the CAAs in the U.K. and Norway issuing safety directives in October 2012, requiring operators
to suspend operations of the affected aircraft and our cessation of operations of a total of 16 large Airbus Helicopters aircraft for
a period of time pending determination of the root cause of the gear shaft failure that resulted in the incident. The gear shaft has
been redesigned and, in April 2014, Airbus Helicopters advised us that the European Aviation Safety Authority (the “EASA”) has
certified the new shaft with the expectation that the global oil and gas fleet will have the new shaft installed in the next twelve
months. However, in July 2013 the EASA issued an airworthiness directive providing for interim solutions involving minor aircraft
modifications and new maintenance/operating procedures for mitigating shaft failure and enhancing early detection which allows
the EC225 to safely fly without the new shaft. We commenced return to operational service of our EC225 fleet in the third quarter
of fiscal year 2014. We currently operate 20 of these aircraft including 14 owned and six leased. Nine of the 11 aircraft in the
U.K. have returned to service with another two aircraft expected to return to service in the first quarter of fiscal year 2014 which
will be fitted with the new shafts. Three aircraft in Norway are currently back in operation. Five aircraft have returned to service
in Australia and another aircraft is expected to return to service in June. Until the fleet is again fully operational and under
commercial arrangements similar to before the operational suspension, this situation could have a material adverse effect on our
future business, financial condition and results of operations.

On August 23, 2013, an AS332L2, operated by a competitor, ditched near Sumburgh Airport in the U.K. resulting in the loss
of four lives. To date, the investigation has not found any evidence of a technical fault and the ongoing work by the U.K. Air
Accidents Investigation Branch continues to focus on the operational aspects of the flight.

Following the August 2013 accident and in conjunction with two other helicopter operators in the U.K., we have established
a Joint Operator’s Review (“JOR”) of Safety to review current processes, procedures and equipment in order to identify best
practice in the offshore helicopter industry, with a view to further enhancing safety for our clients and crew. Bristow Helicopters
also separately participated in a United Kingdom Parliamentary Inquiry on helicopter safety (the “Inquiry”) which commenced
November 6, 2013 with written submissions made on December 20, 2013 and oral hearings held January 27, 2014. We expect an
official Inquiry report to be issued in the coming months.

On February 20, 2014, the U.K. Civil Aviation Authority issued a report detailing the findings and recommendations from
its review of helicopter transport operations serving offshore installations in the U.K. The report, commonly referred to as CAP
1145, contains more than 60 safety actions and recommendations to improve the safety of offshore helicopter transport. Ten of
the recommendations are designed to improve the survivability of passengers and crew following a ditching or impact in water.

We believe CAP 1145 will make our industry safer. We are cooperating with the CAA, the JOR, and our clients in the North
Sea to evaluate and deploy technologies that meet these new safety standards. We remain committed to ensuring that any impact
to our operations is managed through our existing safety policies and programs and does not result in an elevated safety risk in
the near term. The requirements could present North Sea operators, including us, with significant operational challenges.

The management of our global aircraft fleet involves a careful evaluation of the expected demand for helicopter services
across global energy markets, including the type of aircraft needed to meet this demand. As offshore oil and gas drilling and
production globally moves to deeper water, more medium and large aircraft and newer technology aircraft may be required. As
older aircraft models come off of current contracts and are replaced by new aircraft, our management evaluates our future needs
for these aircraft models and ultimately the ability to recover our remaining investments in these aircraft through sales into the
aftermarket. We depreciate our aircraft over their expected useful life to the expected salvage value to be received for the aircraft
at the end of that life; however, depending on the market for aircraft or changes in the expected future use of aircraft within our
fleet, we may record gains or losses on aircraft sales, impairment charges for aircraft operating or held for sale or accelerate
depreciation on aircraft used in our operations. In certain instances where a cash return can be made on newer aircraft in excess
of the expected return available through the provision of helicopter services, we may sell newer aircraft. The number of aircraft
sales and the amount of gains and losses recorded on these sales is unpredictable. While aircraft sales are common in our business
and are reflected in our operating results, gains and losses on aircraft sales may result in our operating results not reflecting the
ordinary operating performance of our primary business, which is providing helicopter services to our clients. The gains and losses
on aircraft sales and impairment charges are not included in the calculation of adjusted EBITDAR, adjusted earnings per share or
gross cash flows for purposes of calculating BVA.

As part of an ongoing process to rationalize and simplify our global fleet of helicopters, we plan to reduce our current fleet,
consisting of 28 different fleet and sub-fleet types, to eight fleet types in approximately five years and five fleet types in
approximately ten years. During fiscal year 2014, we completed our exit from five fleet types and expect to exit from an additional
eight fleet types over the next two fiscal years. As we modernize our fleet, we have recently added two new fleet types, the
AgustaWestland AW189 large and Sikorsky S-76D medium aircraft; the first AW189 was delivered in April 2014 and the first
three S-76Ds were delivered in the last two quarters of fiscal year 2014. This is the first time in five years that we have introduced
a new aircraft fleet type into our fleet. These aircraft and other new technology models will comprise our service offering as we
reduce the overall number of aircraft in our fleet in the upcoming years.

The limited availability of some new aircraft models and the need throughout the industry to retire many of the older aircraft
in the worldwide fleet is a driver for our industry. Currently manufacturers have some available aircraft; however, there are also
some constraints on supply of new large aircraft. These constraints are further complicated by the October 22, 2012 incident and
actions taken related to the EC225 helicopters discussed above.

Selected Regional Perspectives

In fiscal year 2014, we announced that we won a number of significant long term client contracts, including a new contract
in Tanzania which represents our first significant entry into East Africa. This contract is for a minimum of 27 months with two
one-year extension options. In Norway, a contract with a major client was renewed starting January 2014 through December 2018,
with an option for seven years. This follows four other contracts with three different clients in Europe, each with more than five
years’ duration. In the U.S. Gulf of Mexico, we were awarded one of our longest contracts, starting in April 2014 for a minimum
of three years with two one-year extension options. Additionally, in early fiscal year 2015 we announced that we had won a contract
in Australia for three large aircraft operating out of Ceduna in South Australia over 24 months beginning in January 2016. These
contracts will utilize a total of twelve large and three medium aircraft that are expected to generate up to $850 million in revenue.
Six of the twelve aircraft are new Sikorsky S-92s. This contract work, with higher pricing and improved terms, is expected to
continue to commence through fiscal year 2015.

In July 2012, we announced that we secured several major new multi-year contracts for the provision of a total of 20 large
aircraft that are expected to generate in excess of $2 billion in revenue in Europe, Australia and Brazil. This contract work, with
higher pricing and improved terms, is expected to continue to commence through fiscal year 2015.

Included in the July 2012 announcement discussed above is an award by INPEX Corporation (“INPEX”) of a ten-year
contract for up to six large helicopters to support drilling, development and production operations on the Ichthys Project in Australia.
INPEX also has an option to add a long-term SAR aircraft. This new contract began in the fourth quarter of fiscal year 2014 and
reinforces our long term commitment to the Australian market.

Brazil continues to represent a significant part of our positive growth outlook. The ongoing growth in the pre-salt deepwater
fields in Brazil will necessitate investment in infrastructure and associated services, particularly the addition of more offshore
drilling rigs and production platforms. Aircraft being procured in this market tend to be newer and more sophisticated which is
aligned with both our “Client Promise” and Líder's “Decolar” service differentiation programs. Continuing the fleet growth plan,
Petrobras is expected to release new tenders for multiple medium and large aircraft expected to commence in the second half of
calendar year 2014 and early calendar year 2015. In addition, recent new licensing rounds have been very well attended and
several international oil companies have gained new blocks which will result in additional aircraft demand beyond the Petrobras
requirements. Líder also has significant business in the general aviation sector and recently announced that it has secured a new
position as the exclusive dealer for Bombardier jet aircraft sales in Brazil. This is expected to add to Líder's aircraft sales business
and supplement Líder's Beechcraft turboprop dealership position.

Líder, along with its direct and indirect subsidiaries, were parties to tax litigation involving a tax assessment for taxes
calculated in 2005, 2006 and 2007, related to profits of its foreign subsidiaries. Additionally, Líder received tax assessments for
the period from 2008 through 2010 and expected to receive tax assessments for 2011 and 2012 related to the same tax issue. On
October 9, 2013, a new law went into effect in Brazil, establishing amnesty conditions targeting companies that have tax liabilities
under the tax laws in question similar to Líder. Under the amnesty, companies could settle any tax liabilities related to the profits
of foreign subsidiaries incurred through December 31, 2012 by making payment in full for amounts levied or entering into an
installment payment plan by November 29, 2013. Acceptance of this amnesty offer would result in the complete forgiveness of
any late payment penalties, other fines, interest and legal charges in the case of full payment and a partial reduction in late payment
penalties, other fines, interest and legal charges relating to outstanding taxes levied that may be paid in an installment plan. As a
condition to accepting the amnesty offer, companies would withdraw from all administrative and judicial cases filed challenging
the levying of the above-mentioned taxes.

We were indemnified by the other Líder shareholders for the portion of this tax assessed for the period prior to our investment
in Líder in May 2009. The indemnity payment to us of $2.5 million was paid during the three months ended March 31, 2014 and
resulted in an increase in earnings from unconsolidated affiliates during the three months ended March 31, 2014. The total impact
on our earnings from unconsolidated affiliates during fiscal year 2014 related to these taxes for Líder was $13.6 million, net of
the indemnity payment.

As expected, Líder's operations performed better during fiscal year 2014 as new aircraft began operating, as evidenced by
improved earnings from unconsolidated affiliates when excluding the aforementioned tax charges. However, currency fluctuations
continue to make it difficult to predict the earnings from our Líder investment. Earnings from unconsolidated affiliates, net of
losses, on our consolidated statements of income, is included in calculating adjusted EBITDAR and adjusted net income.

As discussed in “Item 1A. Risk Factors” included elsewhere in this Annual Report, we are subject to competition and the
political environment in the countries where we operate. In Nigeria, we have seen a recent increase in competitive pressure and
the application of local content regulations that could impact our ability to win future work at levels previously anticipated. In
order to properly and fully embrace new regulations, we have made a number of key changes to our operating model in Nigeria,
while maintaining safety as our number one priority at all times. The objectives of these changes being (a) enhancing the level of
continued compliance by each of Bristow Helicopters Nigeria Ltd. (“BHNL”) and Pan African Airlines Nigeria Ltd. (“PAAN”)
with local content regulations, (b) providing technical aviation maintenance services through a wholly-owned Bristow Group
entity, BGI Aviation Technical Services Nigeria Limited (“BATS”), and (c) each of BHNL, PAAN and BATS committing to
continue to apply and use all key Bristow Group standards and policies, including without limitation our Target Zero safety program,
our Code of Business Integrity and our Operations Manuals. As a result of these changes, our ability to continue to consolidate
BHNL and PAAN under the current accounting requirements could change.

We recognize that the current operating environment in the North America business unit is challenging for our fleet mix and
we are proactively restructuring our business by exiting the Alaska market with a long-term strategy of operating larger aircraft
to service deepwater client contracts. During fiscal year 2014, we recorded $3.4 million in costs associated with the restructuring
of our North America business unit which related primarily to employee severance and retention costs. We expect our exit from
the Alaska market to conclude by August 2014 and we expect to incur approximately $1.3 million in additional costs related mostly
to severance and retention through August 2014 as we complete our obligations under current contracts.

We conduct business in various foreign countries, and as such, our cash flows and earnings are subject to fluctuations and
related risks from changes in foreign currency exchange rates. During fiscal year 2014, our primary foreign currency exposure
was related to the euro, the British pound sterling, the Australian dollar, the Nigerian naira and the Brazilian real. For details on
this exposure and the related impact on our results of operations, see “Item 7A. Quantitative and Qualitative Disclosures about
Market Risk” and Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Overview of Operating Results

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

Fiscal Years Ended
March 31,

2014

2013

Favorable
(Unfavorable)

(In thousands, except per share
amounts, percentages and flight hours)

Gross revenue:

Operating revenue............................................................ $ 1,516,326
153,256
Reimbursable revenue......................................................
1,669,582
Total gross revenue...................................................

$ 1,344,015
164,458
1,508,473

$ 172,311
(11,202)
161,109

Operating expense:

Direct cost ........................................................................
Reimbursable expense .....................................................
Impairment of inventories................................................
Depreciation and amortization.........................................
General and administrative ..............................................

1,041,575
144,557
12,669
95,977
199,814
1,494,592

900,378
157,416
—
96,284
163,389
1,317,467

Gain (loss) on disposal of assets ......................................
Earnings from unconsolidated affiliates, net of losses.....

(722)
12,709

8,068
25,070

(141,197)
12,859
(12,669)
307
(36,425)
(177,125)

(8,790)
(12,361)

12.8 %
(6.8)%
10.7 %

(15.7)%
8.2 %
*
0.3 %
(22.3)%
(13.4)%

*
(49.3)%

Operating income ....................................................................

186,977

224,144

(37,167)

(16.6)%

Interest expense, net.........................................................
Extinguishment of debt ....................................................
Gain on sale of unconsolidated affiliate...........................
Other income (expense), net ............................................

(43,218)
—
103,924
(2,692)

Income before provision for income taxes.......................
Provision for income taxes...............................................

244,991
(57,212)

Net income ..............................................................................
Net income attributable to noncontrolling interests.........
Net income attributable to Bristow Group .............................. $

187,779
(1,042)
186,737

Diluted earnings per common share........................................ $
Operating margin (1) ................................................................
Flight hours (2) .........................................................................

5.09
12.3%

195,400

Non-GAAP financial measures: (3)

Adjusted operating income .............................................. $
Adjusted operating margin (1)...........................................
Adjusted EBITDAR......................................................... $
Adjusted EBITDAR margin (1) ........................................
Adjusted net income ........................................................ $
Adjusted diluted earnings per share................................. $

233,459

15.4%

433,656

28.6%

163,176
4.45

(41,658)
(14,932)
—
(877)

166,677
(35,002)

131,675
(1,573)
130,102

3.57
16.7%

207,149

217,348

16.2%

380,966

28.3%

137,846
3.78

$
$

(1,560)
14,932
103,924
(1,815)

78,314
(22,210)

56,104
531
56,635

1.52
(4.4)%

(11,749)

16,111

(0.8)%

52,690

0.3 %

25,330
0.67

$
$

(3.7)%
*
*
(207.0)%

47.0 %
(63.5)%

42.6 %
33.8 %
43.5 %

42.6 %
(26.3)%
(5.7)%

7.4 %
(4.9)%
13.8 %
1.1 %
18.4 %
17.7 %

Fiscal Years Ended
March 31,

2013

2012

Favorable
(Unfavorable)

(In thousands, except per share
amounts, percentages and flight hours)

Gross revenue:

Operating revenue............................................................ $ 1,344,015
164,458
Reimbursable revenue......................................................
1,508,473
Total gross revenue...................................................

$ 1,199,227
142,576
1,341,803

144,788
21,882
166,670

Operating expense:

900,378
157,416
—
96,284
163,389
1,317,467

810,728
136,922
25,919
96,144
135,333
1,205,046

(89,650)
(20,494)
25,919
(140)
(28,056)
(112,421)

Gain (loss) on disposal of assets ......................................
Earnings from unconsolidated affiliates, net of losses.....

8,068
25,070

(31,670)
10,679

39,738
14,391

12.1 %
15.3 %
12.4 %

(11.1)%
(15.0)%
*
(0.1)%
(20.7)%
(9.3)%

*
134.8 %

Operating income ....................................................................

224,144

115,766

108,378

93.6 %

Interest expense, net.........................................................
Extinguishment of debt ....................................................
Other income (expense), net ............................................

(41,658)
(14,932)
(877)

Income before provision for income taxes.......................
Provision for income taxes...............................................

166,677
(35,002)

131,675
(1,573)
130,102

3.57
16.7%

207,149

Non-GAAP financial measures:(3)

Adjusted operating income .............................................. $
Adjusted operating income margin (1)..............................
Adjusted EBITDAR......................................................... $
Adjusted EBITDAR margin (1) ........................................
Adjusted net income ........................................................ $
Adjusted diluted earnings per share................................. $

217,348

16.2%

380,966

28.3%

137,846
3.78

(37,570)
—
1,246

79,442
(14,201)

65,241
(1,711)
63,530

1.73
9.7%

209,010

180,864

15.1%

319,488

26.6%

114,641
3.12

$
$

(4,088)
(14,932)
(2,123)

(10.9)%
*
*

87,235
(20,801)

109.8 %
(146.5)%

66,434
138
66,572

1.84
7.0%
(1,861)

36,484

1.1%

61,478

1.7%

23,205
0.66

101.8 %
8.1 %
104.8 %

106.4 %
72.2 %
(0.9)%

20.2 %
7.3 %
19.2 %
6.4 %
20.2 %
21.2 %

$
$

______________________

* percentage change not meaningful

(1) Operating margin is calculated as operating income divided by operating revenue. Adjusted operating margin is calculated
as adjusted operating income divided by operating revenue. Adjusted EBITDAR margin is calculated as adjusted EBITDAR
divided by operating revenue.

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

(3) 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. Adjusted EBITDAR is calculated by taking our net income and adjusting for interest expense,
depreciation and amortization, rent expense (included as components of direct cost and general and administrative expense),
provision for income taxes, gain (loss) on disposal of assets and any special items during the reported periods. See further
discussion of our use of the adjusted EBITDAR metric below. Adjusted operating income, adjusted net income and adjusted
diluted earnings per share are each adjusted for gain (loss) on disposal of assets and any special items during the reported
periods. As discussed below, management believes these non-GAAP financial measures provide meaningful supplemental
information regarding our results of operations. A description of the adjustments to and reconciliations of these non-GAAP
financial measures to the most comparable GAAP financial measures is as follows:

Fiscal Year Ended March 31,

2014

2013

2012

Adjusted operating income ................................................................... $
Gain (loss) on disposal of assets ....................................................
Special items(i)................................................................................
Operating income .................................................................................. $

(In thousands, except per share amounts)
233,459
(722)
(45,760)
186,977

217,348
8,068
(1,272)
224,144

180,864
(31,670)
(33,428)
115,766

Adjusted EBITDAR .............................................................................. $
Gain (loss) on disposal of assets ....................................................
Special items(i)................................................................................
Depreciation and amortization.......................................................
Rent expense ..................................................................................
Interest expense..............................................................................
Provision for income taxes.............................................................
Net income ............................................................................................ $

433,656
(722)
58,740
(95,977)
(105,769)
(44,938)
(57,211)
187,779

Adjusted net income.............................................................................. $
Gain (loss) on disposal of assets(ii) ................................................
Special items(i) (ii) ...........................................................................
Net income attributable to Bristow Group ............................................ $

163,176
(574)
24,135
186,737

Adjusted diluted earnings per share ...................................................... $
Gain (loss) on disposal of assets(ii) ................................................
Special items(i) (ii) ...........................................................................
Diluted earnings per share.....................................................................

4.45
(0.02)
0.66
5.09

380,966
8,068
(16,204)
(96,284)
(67,423)
(42,446)
(35,002)
131,675

137,846
6,373
(14,117)
130,102

3.78
0.17
(0.39)
3.57

319,488
(31,670)
(28,061)
(96,144)
(46,041)
(38,130)
(14,201)
65,241

114,641
(26,008)
(25,103)
63,530

3.12
(0.71)
(0.68)
1.73

_______________

(i) See information about special items during fiscal years ended March 31, 2014, 2013 and 2012 under “Fiscal Year 2014

Compared to Fiscal Year 2013” and “Fiscal Year 2013 Compared to Fiscal Year 2012” below.

(ii) These amounts are presented after applying the appropriate tax effect to each item and dividing by the weighted average

shares outstanding during the related period to calculate the earnings per share impact.

Management believes that adjusted operating income, adjusted EBITDAR, adjusted net income and adjusted diluted earnings
per share (collectively, 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 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 purchases 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 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 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 measures 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.

Adjusted EBITDAR has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for

analysis of our results reported under GAAP. Some of the limitations are:

• Adjusted EBITDAR does not reflect our current or future cash requirements for capital expenditures;

• Adjusted EBITDAR does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDAR does not reflect the significant interest expense or the cash requirements necessary to service

interest or principal payments on our debts;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often
have to be replaced in the future, and adjusted EBITDAR does not reflect any cash requirements for such
replacements; and

• Other companies in our industry may calculate adjusted EBITDAR differently than we do, limiting its usefulness

as a comparative measure.

The following presents business unit adjusted EBITDAR and adjusted EBITDAR margin discussed in “Business Unit
Operating Results”, and consolidated adjusted EBITDAR and adjusted EBITDAR margin, for fiscal years 2014, 2013 and 2012
(in thousands, except percentages):

Fiscal Year Ended March 31,

2014

Europe ............................................................................................. $ 216,283
101,175
West Africa......................................................................................
73,528
North America.................................................................................
29,111
Australia ..........................................................................................
63,778
Other International ..........................................................................
(50,219)
Corporate and other.........................................................................
Consolidated adjusted EBITDAR............................................ $ 433,656

2013
$ 181,475
88,780
57,864
43,001
61,495
(51,649)
$ 380,966

2012
$ 147,870
86,158
30,609
36,026
55,960
(37,135)
$ 319,488

Europe .............................................................................................
West Africa......................................................................................
North America.................................................................................
Australia ..........................................................................................
Other International ..........................................................................
Consolidated adjusted EBITDAR margin ...............................

34.7%
32.1%
32.1%
19.6%
47.7%
28.6%

36.2%
31.5%
25.7%
27.1%
46.6%
28.3%

32.9%
35.0%
17.3%
24.3%
39.5%
26.6%

Fiscal Year 2014 Compared to Fiscal Year 2013

For fiscal year 2014, we reported operating income of $187.0 million, net income of $186.7 million and diluted earnings
per share of $5.09 compared to operating income of $224.1 million, net income of $130.1 million and diluted earnings per share
of $3.57 for fiscal year 2013. The results for fiscal year 2014 included special items, which on a combined basis decreased our
operating income by $45.8 million and, increased our net income by $24.1 million and increased diluted earnings per share by
$0.66. The special items include:

• A $103.9 million gain on the sale of an unconsolidated affiliate,

• $12.7 million in charges related to the cancellation of a potential financing,

• $12.7 million in inventory impairment charges,

• $13.6 million in lower earnings from Líder resulting primarily from a tax amnesty payment Líder made to the

Brazilian government,

• Restructuring costs including $3.4 million for the restructuring of our North America business unit, $2.1 million
in compensation expense related to severance costs as a result of the termination of a contract in the Southern
North Sea and $2.6 million tax impact of an internal reorganization,

• A $0.6 million impairment charge related to goodwill in Mexico,

• An $8.6 million increase in insurance expense due to a hangar fire in Nigeria, and

• $4.8 million in expense related to CEO succession and officer separation costs.

Excluding these special items and gain (loss) on disposal of assets, adjusted operating income, adjusted net income and
diluted earnings per share were $233.5 million, $163.2 million and $4.45, respectively, for fiscal year 2014 compared to $217.3
million, $137.8 million and $3.78, respectively, for fiscal year 2013.

Adjusted EBITDAR, which excludes the same special items and gain (loss) on disposal of assets, was $433.7 million in
fiscal year 2014 compared to $381.0 million in fiscal year 2013, a 13.8% increase. Adjusted EBITDAR margin improved slightly
from 28.3% in fiscal year 2013 to 28.6% in fiscal year 2014 with a 10.7% increase in gross revenue.

The improvement in adjusted EBITDAR margin was driven primarily by strong revenue growth in our Europe and West
Africa business units, and in Canada. Adjusted EBITDAR margin improved at a lower rate than revenue over fiscal year 2013
primarily due to:

• A decrease in operating revenue of $10.1 million in our Australia business unit primarily resulting from the ending
of short-term contracts, while overall maintenance expense remained flat and labor costs increased in anticipation
of new contract start-ups later in fiscal year 2014 and fiscal year 2015;

• Additional maintenance expense of $24.2 million and labor costs of $27.6 million in our Europe business unit in
fiscal year 2014, primarily due to the addition of Eastern Airways beginning in February 2014, start of the U.K. Gap
SAR contract in June and July 2013, the return to service of EC225 aircraft and support of the previously idle AS332L
aircraft we returned to service after we had ceased operating the EC225 aircraft in October 2012 in this market;

• An increase in labor costs in our West Africa business unit of $7.8 million resulting from annual salary increases;

and

• An unfavorable impact of foreign currency exchange rates which resulted in a decrease to adjusted EBITDAR of

$4.2 million.

With the exception of our Australia and Other International business units, adjusted EBITDAR improved as operating revenue
continued to grow in most regions. Additionally, operating income, net income and diluted earnings per share, on an unadjusted
and adjusted basis, were impacted by a $38.3 million increase in rent expense ($37.2 million increase included in direct costs and
$1.2 million increase included in general and administrative expense) over fiscal year 2013 as we increased the number of aircraft
within our leased fleet. Additionally, adjusted EBITDAR margins for our Europe and Australia business units improved during
the fourth quarter of fiscal year 2014 as we were able to recover $12.4 million in maintenance expense credits from our original
equipment manufacturers as settlements for aircraft performance issues and reimbursement for transportation costs.

Gross revenue increased 10.7%, or $161.1 million, to $1.7 billion for fiscal year 2014 from $1.5 billion for fiscal year 2013
driven primarily by the addition of new contracts with improved pricing and improvements in flight activity in our Europe ($99.5
million) and West Africa ($32.7 million) business units, the addition of eight aircraft operating in Canada beginning in October
2012 that contributed $35.6 million ($16.4 million in North America and $19.2 million in Corporate and other) and the acquisition
of Eastern Airways that contributed $21.2 million, partially offset by the $10.1 million decrease in operating revenue in our
Australia business unit due to the end of short-term contracts, a $12.6 million decline in operating revenue from our U.S. Gulf of
Mexico and Alaska operations in our North America business unit due to a decline in activity in small aircraft and a $11.2 million
decrease in reimbursable revenue (primarily in Australia). Additionally, an unfavorable impact from changes in foreign currency
rates decreased gross revenue by $15.9 million (primarily in Australia). Included in the gross revenue increase was an increase in
operating revenue from affiliates primarily due to the addition of eight aircraft operating in Canada in October 2012 previously
discussed.

Direct costs increased 15.7%, or $141.2 million, to $1.0 billion for fiscal year 2014 from $900.4 million for fiscal year 2013
driven primarily by a $38.0 million increase in maintenance expense, a $36.6 million increase in salaries and benefits, a $37.2
million increase in rent expense, an $8.1 million increase in insurance expense and a $4.5 million increase in training expense.
The increase in insurance expense in fiscal year 2014 is due to a fire in Nigeria which resulted in an increase in insurance premiums
across all of our business units. The increase in training expense is due to training in advance of the addition of new aircraft types
into certain markets.

Reimbursable expense declined 8.2%, or $12.9 million, to $144.6 million in fiscal year 2014 from $157.4 million in fiscal

year 2013 primarily due to a decline in our Australia business unit.

Depreciation and amortization decreased 0.3%, or $0.3 million, to $96.0 million for fiscal year 2014 from $96.3 million for
fiscal year 2013. Although we have added aircraft to our fleet, we have increased the number of aircraft through operating leases
including the sale and leaseback of 14 aircraft during fiscal year 2014. Additionally, we recorded $0.6 million for the impairment
of goodwill related to Mexico as all of the contracts in Mexico have expired.

General and administrative expense increased 22.3%, or $36.4 million, to $199.8 million for fiscal year 2014 from $163.4
million for fiscal year 2013 primarily due to an overall increase in compensation, information technology expenses, professional
fees, travel, training and staff recruitment. Additionally, we recorded $1.9 million in expense related to CEO succession and $2.9
million for officer separation.

Earnings from unconsolidated affiliates, net of losses, decreased $12.4 million to $12.7 million for fiscal year 2014 from
$25.1 million in fiscal year 2013. The decrease in earnings from unconsolidated affiliates, net of losses, primarily resulted from
lower earnings of $11.9 million from our investment in Líder in Brazil and a decrease of $7.3 million in earnings due to the sale
of our investment in the FB Entities, partially offset by an increase of $4.0 million of dividends received from our cost method
investment in Egypt. During fiscal year 2014, we recorded $13.6 million of lower earnings from Líder due to additional tax charges
resulting primarily from a tax amnesty payment Líder made to the government in Brazil. For further details on this tax amnesty
payment, see “Executive Overview — Market Outlook” included elsewhere in this Annual Report. In addition, there was a $4.4
million increase in the core operating earnings of Líder primarily due to additional aircraft on contract and better cost management
in fiscal year 2014. Additionally, in fiscal year 2013, earnings from unconsolidated affiliates were increased by $2.8 million as a
result of the correction of a calculation error related to foreign currency derivative transactions impacting our earnings from Líder.

Additional items impacting our results included impairment of inventories, gain (loss) on disposal of assets, interest expense,
net, extinguishment of debt other income (expense, net) and income tax expense, which are discussed further in “— Business Unit
Operating Results — Fiscal Year 2014 Compared to Fiscal Year 2013.”

As discussed above, our results for fiscal year 2014 were impacted by a number of special items, which on a combined basis
decreased our operating income by $45.8 million, increased our net income by $24.1 million and increased diluted earnings per
share by $0.66. In fiscal year 2013, special items that impacted our results included an additional inventory allowance, the correction
of the calculation error related to Líder, severance costs in the Southern North Sea, the reversal of direct cost for sale of AS332Ls
that ultimately did not execute, the 7 ½% Senior Notes retirement (the redemption premium and write-off of deferred financing
costs) and write-off of deferred financing fees for the 364-Day Term Loan. The items noted in fiscal years 2014 and 2013 have
been identified as special items as they are not considered by management to be part of our ongoing operations when assessing
and measuring the operational and financial performance of the organization. The impact of these items on our adjusted operating
income, adjusted EBITDAR, adjusted net income and adjusted diluted earnings per share is as follows:

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 ..................................................... $

— $

103,924

67,897

Cancellation of potential financing ............................................................

Impairment of inventories ..........................................................................

Restructuring items.....................................................................................

Líder taxes ..................................................................................................

Mexico goodwill impairment .....................................................................

Nigeria fire .................................................................................................

CEO succession and officer separation ......................................................

—

(12,669)

(5,521)

(13,587)

(576)

(8,569)

(4,838)

—

(12,669)

(5,521)

(13,587)

—

(8,569)

(4,838)

(8,276)

(10,071)

(6,466)

(8,832)

(374)

(6,598)

(3,145)

Total special items............................................................................. $

(45,760) $

58,740

24,135

1.85

(0.23)

(0.27)

(0.18)

(0.24)

(0.01)

(0.18)

(0.09)

0.66

Fiscal Year Ended
March 31, 2013

Adjusted
Operating
Income

Adjusted
EBITDAR

Adjusted
Net Income

Adjusted
Diluted Earnings
Per Share

(In thousands, except per share amounts)

Inventory allowance ................................................................................... $

(2,838) $

(2,242) $

Líder correction ..........................................................................................

Severance costs for termination of a contract ............................................

AS332L sale cost reversal ..........................................................................
Retirement of 7 1/2% Senior Notes............................................................
364-Day Term Loan financing fees............................................................

2,784

(2,162)

944

—

2,784

(2,162)

944

(14,932)

—

1,809

(1,708)

746

(11,377)

(1,345)

Total special items............................................................................. $

(1,272) $

(16,204) $

(14,117)

(0.06)

0.05

(0.05)

0.02

(0.31)

(0.04)

(0.39)

Fiscal Year 2013 Compared to Fiscal Year 2012

For fiscal year 2013, we reported operating income of $224.1 million, net income of $130.1 million and diluted earnings
per share of $3.57 compared to operating income of $115.8 million, net income of $63.5 million and diluted earnings per share
of $1.73 for fiscal year 2012. The results for fiscal year 2013 included the special items discussed above, which had a combined
negative impact of $0.39 on diluted earnings per share. Excluding these special items and gain on disposal of assets, adjusted
operating income, adjusted net income and diluted earnings per share were $217.3 million, $137.8 million and $3.78, respectively,
for fiscal year 2013. Excluding the special items described below and loss on disposal of assets, adjusted operating income,
adjusted net income and diluted earnings per share were $180.9 million, $114.6 million and $3.12, respectively, for fiscal year
2012.

Adjusted EBITDAR, which excludes the same special items and gain (loss) on disposal of assets in both periods, was $381.0
million for fiscal year 2013 compared to $319.5 million for fiscal year 2012. Adjusted EBITDAR margin increased from 26.6%
in fiscal year 2012 to 28.3% in fiscal year 2013 driven by strong revenue performance and the increase in earnings from
unconsolidated affiliates (excluding the calculation error) in fiscal year 2013, partially offset by the increases in salaries and
benefits, general and administrative expense, allowance for doubtful accounts and rent expense discussed below.

With the exception of West Africa, adjusted EBITDAR improved as operating revenue continued to grow in most regions.
Additionally, operating income, net income and diluted earnings per share on an unadjusted and adjusted basis were impacted by
a $21.4 million increase in rent expense ($22.3 million increase included in direct costs and $0.9 million decrease included in
general and administrative expense) over fiscal year 2012 as we increased the number of aircraft within our leased fleet.

Gross revenue increased 12.4%, or $166.7 million, to $1.5 billion for fiscal year 2013 from $1.3 billion for fiscal year 2012
driven primarily by the addition of new contracts and improvements in pricing in Europe ($52.1 million), West Africa ($35.8
million), the U.S. Gulf of Mexico ($32.3 million) and Australia ($10.5 million), the addition of eight aircraft operating in Canada
beginning in October 2012 that contributed $28.1 million in operating revenue ($16.4 million in North America and $11.7 million
in Corporate and other) and an increase in reimbursable revenue of $21.9 million (primarily Europe, West Africa and Australia),
partially offset by a decrease in operating revenue in our Other International business unit of $9.4 million as a result of the end of
short-term contracts and a decline in activity in certain markets, and an unfavorable impact from changes in foreign currency
exchange rates that decreased gross revenue by $12.9 million (primarily in Europe).

Direct costs increased 11.1%, or $89.7 million, to $900.4 million for fiscal year 2013 from $810.7 million for fiscal year
2012 driven primarily by a $34.7 million increase in salaries and benefits, a $27.6 million increase in maintenance expense, a
$22.3 million increase in rent expense, a $3.1 million increase in travel expense, a $2.6 million increase in freight expense, a $2.5
million increase in fuel expense and a $1.6 million increase in training cost, partially offset by a $2.6 million decrease in insurance
expense.

Reimbursable expense increased 15.0%, or $20.5 million, to $157.4 million in fiscal year 2013 from $136.9 million in fiscal

year primarily due to an increase in our Australia ($12.3 million) and Europe ($6.9 million) business units.

Depreciation and amortization remained fairly flat increasing by 0.1%, or $0.1 million, to $96.3 million for fiscal year 2013

from $96.1 million for fiscal year 2012.

General and administrative expense increased 20.7%, or $28.1 million, to $163.4 million for fiscal year 2013 from $135.3
million for fiscal year 2012 primarily due to an overall increase in compensation, information technology expenses, repairs and
maintenance expense, taxes and travel.

Earnings from unconsolidated affiliates, net of losses, increased $14.4 million to $25.1 million for fiscal year 2013 from
$10.7 million in fiscal year 2012. The increase in earnings from unconsolidated affiliates, net of losses, primarily resulting from
improvements in Líder in Brazil of $18.0 million (reflected in our Other International business unit) due to an increase in aircraft
on contract, partially offset by decrease in earnings from our investment in the FB entities of $0.5 million, decrease in dividends
received from our cost method investment PAS of $2.0 million and loss of $0.7 million from our investment in Cougar. $4.2
million of the improvement resulted from the impact of changes in foreign currency exchange rates as the value of the Brazilian
real has fluctuated significantly relative to the value of the U.S. dollar, from an average of 0.5921 Brazilian real to U.S. dollar in
fiscal year 2012 to 0.4985 Brazilian real to U.S. dollar in fiscal year 2013. Additionally, $2.8 million of the increase in Líder
earnings is the result of the correction of a calculation error related to foreign currency derivative transactions.

In fiscal year 2012, special items that impacted our results included the write-down of inventory spare parts to lower of cost
or market value as management made the determination to operate certain types of aircraft for a shorter period than originally
anticipated, an impairment charge recorded in depreciation and amortization expense resulting in the abandonment of certain
assets located in Creole, Louisiana and used in our North America business unit as we ceased operations from that location, an
impairment charge for two medium aircraft, which management intends to sell prior to the previously estimated useful life of the
aircraft, recorded in depreciation and amortization expense resulting from the review of our operational fleet, direct costs associated
with the sale of 11 AS332L aircraft and tax expense related to dividend inclusion as a result of internal realignment, partially offset
by a reduction in tax expense from a change from deduction of foreign taxes paid to use of the taxes paid as credits to offset U.S.
tax liabilities and a benefit from the release of a tax reserve in a foreign jurisdiction due to a favorable response to a ruling request.
The impact of these items on our adjusted operating income, adjusted EBITDAR, adjusted net income and adjusted diluted earnings
per share is as follows:

Fiscal Year Ended
March 31, 2012

Adjusted
Operating
Income

Adjusted
EBITDAR

Adjusted
Net Income

Adjusted
Diluted Earnings
Per Share

(In thousands, except per share amounts)

Impairment of inventories.............................................................................. $

(25,919) $

(18,514) $

Impairment of aircraft ....................................................................................

Impairment of assets in Creole, Louisiana.....................................................

AS332L sale costs..........................................................................................

Tax items........................................................................................................

(2,690)

(2,677)

(2,142)

—

(2,142)

—

(2,661)

(1,740)

(1,393)

(795)

Total special items................................................................................. $

(33,428) $

(28,061) $

(25,103)

(0.50)

(0.07)

(0.05)

(0.04)

(0.02)

(0.68)

Business Unit Operating Results

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

Fiscal Year 2014 Compared to Fiscal Year 2013

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

Operations” above.

Europe

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 622,684
Reimbursable revenue .......................................................... $ 117,632
Earnings from unconsolidated affiliates, net of losses ......... $
4,446
Operating income ................................................................. $ 114,729
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $ 216,283
Adjusted EBITDAR margin.................................................

18.4%

34.7%

(In thousands, except percentages)

$ 501,923
$ 117,622
$
10,708
$ 111,785

$ 120,761
$
10
(6,262)
$
2,944
$

22.3%

(3.9)%

$ 181,475

$ 34,808

36.2%

(1.5)%

24.1 %
— %
(58.5)%
2.6 %
(17.5)%
19.2 %
(4.1)%

The operations of our Europe business unit have expanded since fiscal year 2013 with the net addition of seven large aircraft.
These additional aircraft, as well as an overall increase in activity with existing clients and under new contracts primarily in the
Northern North Sea in the U.K. and Norway resulted in $79.3 million of increased operating revenue and were the primary
contributors to the revenue growth in Europe in fiscal year 2014. Additionally, during June and July 2013 we began operating the
U.K. Gap SAR contract at two bases resulting in $37.7 million of operating revenue in fiscal year 2014. Bristow Helicopters
acquired a 60% interest in Eastern Airways in February 2014, which contributed $21.2 million to the increase in operating revenue
and contributed $4.2 million in adjusted EBITDAR in fiscal year 2014. These increases were partially offset by the loss of a
contract in the Southern North Sea during fiscal year 2013 resulting in an $18.8 million decrease in operating revenue.

Despite the revenue growth in fiscal year 2014 driving an increase in operating income and adjusted EBITDAR, operating
margin decreased primarily due to an increase in rental expense of $27.1 million and a decrease in earnings from unconsolidated
affiliates, net of losses, of $6.3 million. Other expenses also increased as a result of activity levels and timing of maintenance
activities, including maintenance expense ($24.2 million) and salaries ($27.6 million). An increase in insurance expense in fiscal
year 2014 of $4.6 million, primarily resulting from an increase in premiums across all business units due to a fire in Nigeria, also
impacted operating income and operating margin. During fiscal year 2014, we incurred $2.1 million in severance costs as a result
of the termination of a contract in the Southern North Sea. During fiscal year 2013, we incurred $2.2 million in severance costs
related to the termination of a separate contract in the Southern North Sea.

On July 14, 2013, we sold our 50% interest in the FB Entities which were accounted for under the equity method and included
in our Europe business unit operating results. The FB Entities generated $3.2 million and $10.5 million of both operating income
and adjusted EBITDAR for fiscal years 2014 and 2013, respectively.

Adjusted EBITDAR improved by $34.8 million, or 19.2%, in fiscal year 2014 while adjusted EBITDAR margin declined
to 34.7% from 36.2% in fiscal year 2013. Adjusted EBITDAR excludes the impact of the increase in the number of aircraft on
lease and reflects the overall growth in this business unit in terms of new contracts, increased pricing and utilization. The decrease
in adjusted EBITDAR margin was driven primarily by higher maintenance and salary costs incurred as we return the EC225
aircraft to service, a decrease in earnings from unconsolidated affiliates, net of losses, due to the sale of our interest in the FB
Entities, and an unfavorable impact of foreign exchange rates. Adjusted EBITDAR margin improved during the fourth quarter of
fiscal year 2014 as we were able to recover $8.5 million in credits for maintenance expense from our original equipment
manufacturers as settlements for aircraft performance issues and reimbursement for transportation costs. We expect our results in
Europe to continue to be strong in future periods and for operating margin and adjusted EBITDAR margin to improve as a result
of additional new contracts commencing and possible major contract awards. However, we are currently unable to determine the
impact that could result from new rules proposed by the U.K. CAA as discussed under “Market Outlook — Recent Events” above.

West Africa

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 314,829
13,964
Reimbursable revenue .......................................................... $
Operating income ................................................................. $
80,053
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $ 101,175
Adjusted EBITDAR margin.................................................

32.1%

25.4%

(In thousands, except percentages)

$ 282,150
14,783
$
70,315
$

24.9%

88,780

31.5%

$
$
$

32,679
(819)
9,738

0.5%

12,395

0.6%

11.6 %
(5.5)%
13.8 %
2.0 %
14.0 %
1.9 %

Operating revenue in West Africa increased primarily due to $18.9 million from improved pricing and $25.6 million from

increased ad hoc flying and increased activity, partially offset by a $15.6 million decline in activity in certain contracts.

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin increased in fiscal year 2014 due
to the increase in revenue, partially offset by an increase in salaries and benefits of $7.8 million, aircraft maintenance expense of
$4.4 million, freight of $2.5 million, base repairs and maintenance of $1.8 million and value added taxes of $1.6 million. Additionally
impacting operating income and operating margin was an increase in insurance expense in fiscal year 2014 of $1.2 million primarily
resulting from an increase in premiums across all business units due to a fire in Nigeria.

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

North America

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 229,064
1,276
Reimbursable revenue .......................................................... $
1,053
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $
32,255
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

73,528

14.1%

32.1%

(In thousands, except percentages)

$ 225,248
1,149
$
(736)
$
27,538
$

12.2%

57,864

25.7%

$
$
$
$

3,816
127
1,789
4,717

1.9%

15,664

6.4%

1.7%
11.1%
*
17.1%
15.6%
27.1%
24.9%

___________________

* percentage change not meaningful

In early October 2012, we acquired eight large aircraft that are operated by Cougar in Canada, which resulted in a $16.4
million increase in operating revenue in fiscal year 2014. Also, an increase of medium and large aircraft on contract in the U.S.
Gulf of Mexico resulted in an increase of $10.0 million of operating revenue in fiscal year 2014. These increases were partially
offset by a decline in the number of small aircraft on contract in the U.S Gulf of Mexico which reduced operating revenue by
$19.0 million, a decrease in revenue in Alaska of $2.0 million and a decrease in fuel recharges of $1.6 million in fiscal year 2014.

During fiscal year 2014, we recorded $3.4 million in costs associated with the restructuring of this business unit and planned
closure of our Alaska operations, which related primarily to employee severance costs and is excluded from adjusted EBITDAR
and adjusted EBITDAR margin. During fiscal year 2013, we recorded a bad debt allowance of $4.9 million for accounts receivable
from ATP that were no longer considered probable of collection due to their filing for bankruptcy. Excluding this allowance,
operating margin and adjusted EBITDAR margin for fiscal year 2013 would have been 14.4% and 27.8%, respectively. The
increase in operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin is due to the addition of
aircraft operating in Canada beginning in October 2012, improvements in earnings from our unconsolidated affiliate in Canada,
Cougar, and the lower level of bad debt expense, partially offset by decline in the number of small aircraft on contract in the U.S.
Gulf of Mexico and Alaska in fiscal year 2014. Additionally impacting operating income and operating margin was an increase

in insurance expense in fiscal year 2014 of $1.2 million primarily resulting from an increase in premiums across all business units
due to a fire in Nigeria.

Australia

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 148,731
19,693
Reimbursable revenue .......................................................... $
Operating income ................................................................. $
5,523
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

29,111

19.6%

3.7%

(In thousands, except percentages)

$ 158,803
27,949
$
25,283
$

$ (10,072)
(8,256)
$
$ (19,760)

15.9%

(12.2)%

43,001

$ (13,890)

27.1%

(7.5)%

(6.3)%
(29.5)%
(78.2)%
(76.7)%
(32.3)%
(27.7)%

Operating revenue for Australia declined due to the impact of certain short-term contracts ending of $38.4 million and the
negative impact of foreign currency exchange rate changes of $13.8 million, partially offset by an increase of $40.9 million from
new contracts and ad hoc work. Additionally, reimbursable revenue decreased $8.3 million in fiscal year 2014 due to timing of
work, change in client mix and impact of changes in foreign currency exchange rates.

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin declined primarily due to the
ending of certain short-term contracts discussed above and an increase in salaries of $5.2 million. During fiscal year 2014, we
incurred costs, including salaries and benefits, depreciation, insurance, training and lease costs in anticipation of contracts that
started during the fourth quarter of fiscal year 2014 and in fiscal year 2015, including the INPEX contract. Additionally impacting
operating income and operating margin was an increase in insurance expense in fiscal year 2014 of $1.1 million primarily resulting
from an increase in premiums across all business units due to a fire in Nigeria. Results in Australia were impacted by additional
salary and maintenance costs associated with the EC225 return to service. Adjusted EBITDAR margin improved during the fourth
quarter of fiscal year 2014 as we were able to recover $3.6 million in credits for maintenance expense from our original equipment
manufacturers as settlements for aircraft performance issues and reimbursement for transportation costs. For further details about
the INPEX contract award and the EC225 return to service, see “Executive Overview – Market Outlook.”

Other International

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 133,794
227
Reimbursable revenue .......................................................... $
7,210
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $
33,769
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

63,778

25.2%

47.7%

(In thousands, except percentages)

$ 132,088
574
$
15,098
$
45,201
$

$
1,706
$
(347)
(7,888)
$
$ (11,432)

34.2%

(9.0)%

61,495

2,283

46.6%

1.1 %

1.3 %
(60.5)%
(52.2)%
(25.3)%
(26.3)%
3.7 %
2.4 %

Operating revenue for Other International increased slightly in fiscal year 2014 due to increased activity in Trinidad ($8.3
million) and Brazil ($3.6 million) and start-up of a contract in Tanzania ($5.4 million), partially offset by the end of short-term
contracts in Guyana ($2.8 million) and a decline in aircraft on contract in Malaysia ($11.0 million) and Mexico ($2.0 million).

Operating income and operating margin decreased primarily due to a decrease of $7.9 million in earnings from unconsolidated
affiliates, net of losses, and a decline in aircraft on contract in Malaysia and Mexico, partially offset by increased activity in Brazil
and start-up of operations in Tanzania.

Earnings from unconsolidated affiliates, net of losses, decreased primarily due to a decrease in earnings from our investment
in Líder of $11.9 million. During fiscal year 2014, we recorded $13.6 million in reduced earnings from Líder for additional tax

expense resulting primarily from a tax amnesty payment Líder made to the government of Brazil. Additionally, we received $4.0
million in dividends from our cost method investment in Egypt during fiscal year 2014. See further discussion about our investment
in Líder and the Brazil market in “Executive Overview - Market Outlook” and “- Fiscal Year 2014 compared to Fiscal Year 2013.”
Adjusted EBITDAR and adjusted EBITDAR margin exclude $13.6 million in lower earnings from Líder resulting from this tax
amnesty payment.

Adjusted EBITDAR and adjusted EBITDAR margin improved primarily due to increased activity in Brazil and start-up of
operations in Tanzania and higher earnings from unconsolidated affiliates, partially offset by the decrease in aircraft on contract
in Malaysia and Mexico.

Corporate and Other

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $
Reimbursable revenue .......................................................... $
Operating loss....................................................................... $
Adjusted EBITDAR ............................................................. $

(In thousands, except percentages)
25,539
(1,917)
(14,584)
1,430

$
46,140
2,381
$
(64,046) $
(51,649) $

$
71,679
464
$
(78,630) $
(50,219) $

55.4 %
(80.5)%
(22.8)%
2.8 %

Corporate and other includes our Bristow Academy business unit, technical services business and corporate costs that have

not been allocated to other business units.

Operating revenue increased primarily due to the addition of support fees for new helicopters operating in Canada of $19.2
million and an increase in operating revenue at Bristow Academy of $3.6 million resulting from an increase in military training.

Corporate operating expense primarily represents costs of our corporate office and other general and administrative costs
not allocated to our business units. Operating loss increased primarily due to an increase in professional fees, information technology
expense and incentive compensation during fiscal year 2014, partially offset by the increase in operating revenue. In fiscal year
2014, we recorded an impairment of inventory of $12.7 million related primarily to spare parts held for a medium aircraft model
where we have decided to remove this model from our fleet over the next two fiscal years. Additionally, we recorded $1.9 million
in expense related to CEO succession and $2.9 million for officer separation. The impairment of inventory, CEO succession and
officer separation are excluded from adjusted EBITDAR.

During fiscal year 2014, approximately 86 pilots graduated from Bristow Academy. We hired 22 graduates as instructors at

Bristow Academy and 59 graduates as pilots (mostly former instructors) into our other business units.

Gain (loss) on disposal of assets

Gain (loss) on disposal of assets decreased $8.8 million to a loss of $0.7 million for fiscal year 2014 from a gain of $8.1
million for fiscal year 2013. The loss on disposal of assets in fiscal year 2014 included a gain of $6.1 million from the sale of 46
aircraft and other equipment, partially offset by impairment charges totaling $6.8 million related to 11 held for sale aircraft. During
fiscal year 2013, the gain on disposal of assets included a gain of $1.0 million from the sale of 16 aircraft and other equipment,
$2.8 million in insurance recoveries and the reversal of $8.7 million of previously recorded impairment charges for four aircraft
reclassified from held for sale to aircraft and equipment, partially offset by impairment charges totaling $4.4 million related to 10
held for sale aircraft.

Interest Expense, Net

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Interest income ..................................................................... $
Interest expense ....................................................................
Amortization of debt discount..............................................
Amortization of debt fees .....................................................
Capitalized interest ...............................................................

Interest expense, net ...................................................... $

(In thousands, except percentages)
932
(2,404)
(111)
(7,487)
7,510
(1,560)

788
(37,839)
(3,597)
(7,604)
6,594
(41,658) $

1,720
(40,243)
(3,708)
(15,091)
14,104
(43,218) $

118.3 %
(6.4)%
(3.1)%
(98.5)%
113.9 %
(3.7)%

The increase in interest expense, net in fiscal year 2014 is primarily due to an increase in borrowings on our Revolving
Credit Facility. Additionally, fiscal year 2014 includes the write-off of $12.7 million of deferred financing fees related to a potential
financing in connection with our bid to provide SAR services in the U.K. During fiscal year 2014, we increased our borrowing
capacity on our Revolving Credit Facility from $200 million to $350 million and cancelled the potential financing. Partially
offsetting the increased interest expense was an increase in capitalized interest due to an increase in average construction in progress
in fiscal year 2014. During fiscal year 2013, interest expense, net included the write-off of deferred financing fees related to our
7 ½% Senior Notes and 364-Day Term Loan totaling $4.7 million.

Extinguishment of debt

Extinguishment of debt includes $14.9 million in premium and fees as a result of the tender offer for and early redemption of

the 7 ½% Senior Notes during fiscal year 2013.

Gain on Sale of Unconsolidated Affiliate

Gain on sale of unconsolidated affiliate includes $103.9 million in pre-tax gains related to the sale of the FB Entities during
fiscal year 2014. See discussion of the FB Entities sale under “Executive Overview — Market Outlook” included elsewhere in
this Annual Report.

Other Income (Expense), Net

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Foreign currency losses ........................................................ $
Other.....................................................................................

Other income (expense), net ......................................... $

___________________

*percentage change not meaningful

(In thousands, except percentages)
(2,558)
743
(1,815)

(1,126) $
249
(877) $

(3,684) $
992
(2,692) $

(227.2)%
*
*

Other income (expense), net decreased primarily due to an increase in foreign currency losses, partially offset by a gain of

$1.1 million on the sale of intellectual property during fiscal year 2014.

Taxes

Effective tax rate ..................................................................
Net foreign tax on non-U.S. earnings................................... $
Benefit of foreign earnings indefinitely reinvested abroad ..
(Benefit) expense from change in tax contingency ..............
Dividend inclusion as a result of internal realignment.........
Foreign statutory rate reduction ...........................................
Benefit from foreign tax credits ...........................................
Valuation allowance .............................................................

___________________

* percentage change not meaningful

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

(In thousands, except percentages)
(2.4)%

21.0%

23.4%

28,847
(46,354)
(1,522)
2,625
(2,944)
(12,752)
4,532

23,999
(47,288)
187
—
—
(9,127)
—

(4,848)
(934)
1,709
(2,625)
2,944
3,625
(4,532)

(11.4)%
(20.2)%
(2.0)%
*
*
*
39.7 %
*

Our effective income tax rate for fiscal year 2014 reflects $36.6 million of tax expense for the sale of the FB entities, $4.5
million of tax expense for an increase in valuation allowance and $2.6 million of tax expense related to an internal reorganization,
partially offset by a $4.8 million benefit due to changes in our deferred taxes as a result of the Líder tax amnesty payment and a
$2.9 million benefit due to the revaluation of our deferred taxes as a result of the enactment of a tax rate reduction in the U.K.
Excluding these items, our effective tax rate was 13.7% for fiscal year 2014.

Our effective tax rate for the fiscal year 2014 and 2013 were reduced by the permanent investment outside the U.S. of foreign
earnings, upon which no U.S. tax has been provided, and by the amount of our foreign source income and our ability to realize
foreign tax credits. Our effective tax rate for fiscal year 2013 includes a benefit due to revaluation of our deferred taxes as a result
of the enactment of tax rate reductions in the U.K. effective April 1, 2012 and 2013. This revaluation benefit was offset by income
tax expense related to other discrete items for fiscal year 2013.

Noncontrolling Interest

Noncontrolling interest expense for fiscal year 2014 was $1.0 million compared to $1.6 million for fiscal year 2013. The
decrease in noncontrolling interest expense is primarily due to a decrease in net income from our operations in Russia. See Note
3 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Fiscal Year 2013 Compared to Fiscal Year 2012

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

Operations” above.

Europe

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 501,923
Reimbursable revenue .......................................................... $ 117,622
10,708
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $ 111,785
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $ 181,475
Adjusted EBITDAR margin.................................................

22.3%

36.2%

(In thousands, except percentages)

$ 449,854
$ 109,843
11,627
$
94,277
$

21.0%

$ 147,870

32.9%

$
$
$
$

52,069
7,779
(919)
17,508

1.3%

33,605

3.3%

11.6 %
7.1 %
(7.9)%
18.6 %
6.2 %
22.7 %
10.0 %

The operations of our Europe business unit expanded during fiscal year 2013 with the addition of 12 large aircraft. These
new aircraft, as well as an overall increase in activity with existing clients and from new contracts primarily in the Northern North
Sea, resulted in increased operating revenue in the U.K. totaling $38.1 million and Norway totaling $47.6 million, and were the
primary contributors to the revenue growth in Europe in fiscal year 2013. Additionally, gross revenue was positively impacted by

an increase in reimbursable revenue of $7.8 million. These increases were partially offset by the impact of changes in exchange
rates that decreased gross revenue by $9.6 million and the loss of a contract in the Southern North Sea that resulted in a $21.3
million decrease in revenue.

Despite the revenue growth in fiscal year 2013, operating margin increased only slightly due to a $16.2 million increase in
rent expense primarily resulting from the execution of operating leases for 14 large aircraft in this market in late fiscal year 2012
and fiscal year 2013 and the incurrence of $2.2 million in severance costs related to the termination of a contract in the Southern
North Sea.

Adjusted EBITDAR improved by $33.6 million, or 22.7%, in fiscal year 2013 and adjusted EBITDAR margin improved to
36.2% in fiscal year 2013 from 32.9% in fiscal year 2012. Adjusted EBITDAR excludes the impact of the increase in the number
of aircraft on lease and severance costs incurred in fiscal year 2013, and reflects the overall growth in this business unit in terms
of new contracts, increased pricing and utilization.

West Africa

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 282,150
14,783
Reimbursable revenue .......................................................... $
Operating income ................................................................. $
70,315
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

88,780

31.5%

24.9%

(In thousands, except percentages)

$ 246,349
11,909
$
63,768
$

$ 35,801
2,874
$
6,547
$

25.9%

(1.0)%

86,158

2,622

35.0%

(3.5)%

14.5 %
24.1 %
10.3 %
(3.9)%
3.0 %
(10.0)%

We continued to experience strong levels of activity in fiscal year 2013 in West Africa with a 4% increase in flight hours
over fiscal year 2012. Operating revenue in West Africa increased primarily due to the increase in flight hours from new contracts
and ad hoc work resulting in a $16.4 million increase in revenue and increased pricing resulting in a $20.5 million increase in
revenue. Additionally, gross revenue was positively impacted by an increase in reimbursable revenue of $2.9 million. These
increases were partially offset by the impact of the loss of contracts totaling $2.7 million.

The revenue increase translated into improvements in operating income and adjusted EBITDAR during fiscal year 2013,
while operating margin and adjusted EBITDAR margin declined due to an increase in salary costs of $15.5 million and maintenance
expense of $14.9 million. Salary costs increased primarily due to an increase in activity and headcount during fiscal year 2013.
Maintenance expense increased primarily due to aircraft undergoing major maintenance during the second and third quarters of
fiscal year 2013.

North America

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

(In thousands, except percentages)

Operating revenue ................................................................ $ 225,248
1,149
Reimbursable revenue .......................................................... $
(736)
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $
27,538
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

57,864

25.7%

12.2%

$ 176,545
$
1,272
$
$

$
$
— $
$

8,378

48,703
(123)
(736)
19,160

4.7%

7.5%

30,609

27,255

17.3%

8.4%

27.6 %
(9.7)%
*
228.7 %
159.6 %
89.0 %
48.6 %

___________________

* - percentage change not meaningful

We had new contracts and more activity with medium and large aircraft in our operations in the U.S. Gulf of Mexico during
fiscal year 2013. This shift toward larger, more profitable aircraft, as well as increased pricing, led to an increase in operating
revenue in fiscal year 2013 of $46.0 million despite no significant change in overall flight hours. Additionally, during fiscal year
2013 we acquired eight aircraft operating in Canada which resulted in an increase in revenue of $16.4 million. Operating revenue
was also positively impacted by the continuing gradual recovery from the impact of permitting delays from new regulations in
the U.S. Gulf of Mexico. These increases were partially offset by the impact of the end of short-term contracts totaling $13.5
million.

During fiscal year 2013, we recorded a bad debt allowance of $4.9 million for accounts receivable from ATP due to its filing
for bankruptcy. Excluding this allowance, operating margin and adjusted EBITDAR margin for fiscal year 2013 would have been
14.4% and 27.8%, respectively.

Earnings from unconsolidated affiliates, net includes a loss from our investment in Cougar of $0.7 million for the period

beginning October 2012.

During fiscal year 2012, we recorded an impairment charge of $2.7 million resulting from the abandonment of certain assets
located in Creole, Louisiana and used in our U.S. Gulf of Mexico operations as we ceased operations from that location. This
impairment charge is included in depreciation and amortization expense on the consolidated statements of income.

The revenue increase, combined with success by our management team in containing costs in this market, translated into
significant improvements in operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin in fiscal
year 2013. Adjusted EBITDAR and adjusted EBITDAR margin excludes the impact of the impairment charge in fiscal year 2012
as this was designated a special item.

Australia

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 158,803
27,949
Reimbursable revenue .......................................................... $
Operating income ................................................................. $
25,283
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

43,001

27.1%

15.9%

(In thousands, except percentages)

$ 148,268
14,921
$
19,840
$

13.4%

36,026

24.3%

$
$
$

10,535
13,028
5,443

2.5%

6,975

2.8%

7.1%
87.3%
27.4%
18.7%
19.4%
11.5%

Operating revenue for Australia increased from the addition of new contracts and an increase in activity resulting in an
increase in revenue of $49.2 million. Additionally, reimbursable revenue increased $13.0 million in fiscal year 2013. These increases
were partially offset by the impact of reduced activity and contract cessations totaling $37.5 million and an unfavorable impact
from changes in exchange rates that decreased gross revenue by $1.6 million.

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin improved mostly due to the
increase in revenue while operating expense remained mostly flat, with the exception of an increase in maintenance expense of
$4.8 million and an increase in lease costs of $3.0 million. Lease costs are excluded from the calculation of adjusted EBITDAR
and adjusted EBITDAR margin. In fiscal year 2012, we were incurring costs, including salaries and benefits, depreciation and
insurance for contracts that started during the second half of fiscal year 2012, primarily in the fourth quarter.

Other International

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 132,088
574
Reimbursable revenue .......................................................... $
15,098
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $
45,201
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

61,495

34.2%

46.6%

(In thousands, except percentages)
(9,416)
(3,515)
16,054
8,858

$ 141,504
4,089
$
(956)
$
36,343
$

$
$
$
$

25.7%

8.5%

55,960

5,535

39.5%

7.1%

(6.7)%
(86.0)%
*
24.4 %
33.1 %
9.9 %
18.0 %

___________________

* - percentage change not meaningful

Operating revenue for Other International decreased due to the end of short-term contracts in Guyana ($7.6 million), the
Baltic Sea ($5.6 million), Ghana ($1.7 million), Bangladesh ($1.8 million) and Equatorial Guinea ($1.0 million) and a decline in
aircraft on contract in Mexico ($2.7 million) and Malaysia ($0.9 million), partially offset by the benefit of a change in the mix of
aircraft fleet types on contract in Trinidad ($4.5 million), and increased activity in Brazil ($4.0 million) and Russia ($3.0 million).

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin increased primarily due to a $16.1
million increase in earnings from unconsolidated affiliates, net of losses, partially offset by an increase in operating costs in

Trinidad, a reduction in activity in Mexico and Malaysia and the end of short-term contracts in Guyana, the Baltic Sea, Ghana and
Equatorial Guinea.

Earnings from unconsolidated affiliates, net of losses, increased due to an increase in earnings from our investment in Líder
to $14.8 million in fiscal year 2013 from a loss of $3.3 million during fiscal year 2012. For additional discussions on our investment
in Líder, see “– Fiscal Year 2013 compared to Fiscal Year 2012.”

Corporate and Other

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

___________________

* - percentage change not meaningful

(In thousands, except percentages)
7,693
1,839
11,124
(14,514)

$
38,447
$
542
(75,170) $
(37,135) $

$
46,140
2,381
$
(64,046) $
(51,649) $

20.0 %
*
14.8 %
(39.1)%

Corporate and other includes our Bristow Academy business unit, technical services business and corporate costs that have

not been allocated to other business units.

Operating revenue increased primarily due to the addition of support fees for new helicopters operating in Canada of $11.7
million, partially offset by a decrease in revenue at Bristow Academy of $3.4 million resulting from a decrease in military training.

Corporate operating expense primarily represents costs of our corporate office and other general and administrative costs
not allocated to our business units. Operating loss decreased primarily due to a $25.9 million write-down of inventory spare parts
to lower of cost or market in fiscal year 2012. This was partially offset by an increase in salaries and incentive compensation of
$9.6 million, including an additional $5.1 million of expense related to our performance cash compensation plan for senior
management due to improved stock price performance in fiscal year 2013. Adjusted EBITDAR, which excludes the $25.9 million
write-down of inventory spare parts in fiscal year 2012, decreased due to the increase in salaries and incentive compensation.

Gain (loss) on disposal of assets

Gain (loss) on disposal of assets increased $39.7 million, to a gain of $8.1 million, for fiscal year 2013 from a loss of $31.7
million for fiscal year 2012. During fiscal year 2013, the gain on disposal of assets included a gain of $1.0 million from the sale
of 15 aircraft and other equipment, $2.8 million in insurance recoveries and the reversal of $8.7 million of previously recorded
impairment charges for four aircraft reclassified from held for sale to aircraft and equipment, partially offset by impairment charges
totaling $4.4 million related to 10 held for sale aircraft. During fiscal year 2012, the loss on disposal of assets included $26.3
million in impairment charges to reduce the carrying value of 19 aircraft held for sale, $3.3 million in losses on the disposal of 29
aircraft and other equipment, $1.1 million for the disposal of the fixed wing aircraft damaged in an incident upon landing, and
$1.0 million for inventory sold in Mexico.

Interest Expense, Net

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

Interest expense, net ...................................................... $

(In thousands, except percentages)
228
111
(217)
(5,838)
1,628
(4,088)

560
(37,950)
(3,380)
(1,766)
4,966
(37,570) $

788
(37,839)
(3,597)
(7,604)
6,594
(41,658) $

40.7 %
0.3 %
(6.4)%
(330.6)%
32.8 %
(10.9)%

Interest expense, net increased due to the write-off of deferred financing fees related to our 7 ½% Senior Notes and 364-
Day Credit Agreement which provided for the $225 million term loan (the “364-Day Term Loan”) totaling $4.7 million, partially
offset by lower average borrowings on our Revolving Credit Facility in fiscal year 2013 and an increase in capitalized interest.

Extinguishment of Debt

Extinguishment of debt includes $14.9 million in redemption premium and fees as a result of the early redemption of the

7 ½% Senior Notes during fiscal year 2013.

Other Income (Expense), Net

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

Foreign currency (losses) gains............................................ $
Other.....................................................................................

Other income (expense), net ......................................... $

___________________

* percentage change not meaningful

(In thousands, except percentages)
(1,505)
(618)
(2,123)

379
867
1,246

(1,126) $
249
(877) $

*
(71.3)%
(170.4)%

Other income (expense), net decreased due to foreign currency losses in fiscal year 2013 compared to foreign currency gains

in fiscal year 2012, primarily resulting from fluctuations in exchange rates.

Taxes

Effective tax rate ..................................................................
Net foreign tax on non-U.S. earnings................................... $
Benefit of foreign earnings indefinitely reinvested abroad ..
(Benefit) expense from change in tax contingency ..............
Dividend inclusion as a result of internal realignment.........
Benefit from change to foreign tax credits...........................
Release of deferred tax liability due to restructuring ...........

___________________

* percentage change not meaningful

Fiscal Year Ended
March 31,

2013

2012

Favorable
(Unfavorable)

(In thousands, except percentages)
(3.1)%

17.9%

21.0%

23,999
(47,288)
187
—
—
(9,127)

16,231
(20,852)
(10,190)
13,222
(11,992)
—

(7,768)
26,436
(10,377)
13,222
(11,992)
9,127

(17.3)%
(47.9)%
126.8 %
*
*
*
*

Our effective tax rate for fiscal years 2013 and 2012 was reduced by the permanent investment outside the U.S. of foreign
earnings, upon which no U.S. tax has been provided, and by the amount of our foreign source income and our ability to realize
foreign tax credits.

Noncontrolling Interest

Noncontrolling interest expense for fiscal year 2013 was $1.6 million compared to $1.7 million for fiscal year 2012. See

Note 3 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Liquidity and Capital Resources

Cash Flows

Operating Activities

Net cash provided by operating activities totaled $232.1 million, $266.8 million and $231.3 million during fiscal years 2014,
2013 and 2012, respectively. Changes in non-cash working capital generated $19.9 million, $21.1 million and $13.7 million in
cash flows during fiscal years 2014, 2013 and 2012, respectively. During fiscal years 2014 and 2012, equity earnings from
unconsolidated affiliates were $1.6 million and $5.5 million below dividends received, respectively, and during fiscal year 2013,
equity earnings from unconsolidated affiliates was $9.2 million in excess of dividends received. During fiscal years 2014, 2013
and 2012, we pre-funded fiscal years 2015, 2014 and 2013 employer contributions for our U.K. pension plans, resulting in decreases
in operating cash flow of $20.8 million, $19.0 million and $16.6 million, respectively. The decrease in net cash flows provided
by operating activities during fiscal year 2014 compared to fiscal year 2013 is primarily due to an increase in income tax paid of
$35.0 million primarily due to the sale of the FB Entities, as well as approximately $10 million in cash payments related to the
U.K. SAR contract award and annual compensation payments. Also, in fiscal year 2013, we paid $12.7 million in fees related to
a potential financing in connection with our bid to provide SAR services in the U.K. In April 2013, we increased our borrowing
capacity on our Revolving Credit Facility from $200 million to $350 million and cancelled the potential financing.

Investing Activities

Cash flows used in investing activities were $266.3 million, $307.8 million and $88.8 million for fiscal years 2014, 2013

and 2012, respectively, primarily for capital expenditures as follows:

Fiscal Year Ended March 31,

2014

2013

2012

Number of aircraft delivered:

Medium ..........................................................................................
Large ..............................................................................................
Fixed wing .....................................................................................
Total aircraft............................................................................

10
11
—
21

2
17
—
19

1
9
1
11

Capital expenditures (in thousands):

Aircraft and related equipment ...................................................... $ 563,724
64,889
Other ..............................................................................................
Total capital expenditures....................................................... $ 628,613

$ 504,329
67,096
$ 571,425

$ 304,484
21,936
$ 326,420

In addition to these capital expenditures, investing cash flows were impacted by the following items during the last three

fiscal years:

Fiscal Year 2014 — During fiscal year 2014, we received proceeds of $43.6 million primarily from the sale or disposal of
32 aircraft and certain other equipment and received $246.4 million for the sale of 14 aircraft which we subsequently leased back.
Additionally, we sold our 50% interest in the FB Entities for $112.2 million. Bristow Helicopters acquired a 60% interest in Eastern
Airways for $39.9 million, net of cash received.

Fiscal Year 2013 — During fiscal year 2013, we received proceeds of $59.0 million primarily from the sale or disposal of
16 aircraft and certain other equipment and $255.8 million for the sale of 11 large aircraft which we subsequently leased back.
Also, we paid $255.5 million (including $5.5 million for transaction costs) for the investment in certain aircraft, facilities and
inventory used by Cougar in its operations and 40 Class B shares in Cougar. Of this $255.5 million amount, $190.9 million was
for aircraft and facilities included in the table above, $13.4 million was for inventory and other current assets included in operating
cash flows and $51.2 million was for our investment in Class B shares of Cougar. For further details, see Note 3 in the “Notes to
Consolidated Financial Statements” included elsewhere in this Annual Report.

Fiscal Year 2012 — During fiscal year 2012, we received $58.2 million in proceeds from the disposal of 29 aircraft and
certain other equipment. Also, we received $10.4 million in insurance recoveries and $171.2 million for the sale of nine existing
and in-construction aircraft that we subsequently leased back. Additionally, we invested $2.4 million of transaction costs related
to Cougar.

Financing Activities

We generated cash from financing activities of $10.2 million and $4.3 million during fiscal years 2014 and 2012, respectively,

and used cash in financing activities of $13.0 million during fiscal year 2013.

During fiscal year 2014, we received $528.6 million from borrowings on our Revolving Credit Facility and $15.4 million
in proceeds from the issuance of Common Stock issued upon exercise of stock options. During fiscal year 2014, cash was used
for the repayment of debt totaling $512.5 million, payment of deferred financing fees totaling $15.5 million, payment of dividends
on our Common Stock totaling $36.3 million and repurchase of our Common Stock totaling $77.7 million. Additionally, during
fiscal year 2014, we received $106.1 million for progress payments we had made on aircraft under construction and assigned any
future payments due on these construction agreements to the purchaser and we paid $6.0 million for Cougar first year earn-out as
Cougar achieved agreed performance targets.

During fiscal year 2013, we received $225.0 million from borrowings under our 364-Day Credit Agreement, $450.0 million
in proceeds from the issuance of our 6 ¼% Senior Notes and $15.3 million in proceeds from the issuance of our Common Stock
upon exercise of stock options. We used $663.9 million for the repayment of debt and debt redemption premiums (including $364.9
million for early redemption of our 7 1/2% Senior Notes and $225.0 million for the repayment of our 364-Day Credit Facility),
$28.7 million for payment of dividends on our Common Stock, $10.3 million for debt issuance costs and $1.2 million for the
repurchase of our Common Stock.

During fiscal year 2012, we received $109.3 million from borrowings on our Revolving Credit Facility, $50.0 million from
our Term Loan and $5.3 million from Common Stock issued upon exercise of stock options. We used $113.4 million for the
repayment of debt and $0.3 million for the acquisition of 1% of RLR. Additionally, we paid dividends on our Common Stock
totaling $21.6 million and used $25.1 million for repurchase of our Common Stock.

Future Cash Requirements

Debt Obligations

Total debt as of March 31, 2014 was $841.3 million, of which $14.2 million was classified as current. Our significant debt
maturities relate to our $450 million 6 ¼% Senior Notes, $250 million Term Loan and $115 million 3% Convertible Senior Notes,
which mature in calendar years 2022, 2019 and 2038 (with the first put date for the Convertible Senior Notes in calendar year
2015), respectively.

See further discussion of outstanding debt as of March 31, 2014 and our debt issuances and our debt redemptions in Note

5 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

Pension Obligations

As of March 31, 2014, we had recorded on our balance sheet a $86.8 million pension liability related to the Bristow Helicopters
Limited, Bristow International Aviation (Guernsey) Limited and Bristow Norway pension plans. The liability represents the excess
of the present value of the defined benefit pension plan liabilities over the fair value of plan assets that existed at that date. The
minimum funding rules of the U.K. require the employer to agree to a funding plan with the plans’ trustee (the “Trustee”) for
securing that the pension plan has sufficient and appropriate assets to meet its technical provisions liabilities. In addition, where
there is a shortfall in assets against this measure, we are required to make scheduled contributions in amounts sufficient to bring
the plan up to 100% funded as quickly as can be reasonably afforded. We pre-funded the employer deficit recovery contributions
for the main U.K. pension plan for fiscal years 2015, 2014 and 2013 in fiscal years 2014, 2013 and 2012 in the amount of
£12.5 million ($20.8 million), £12.5 million ($19.0 million), and £10.4 million ($16.6 million), respectively. Under U.K.
legislation, an actuarial valuation must be carried out at least once every three years with interim reports for intervening years.
The next tri-annual valuation, effective April 1, 2013, is currently in the latter stages of completion. The Bristow Norway pension
plan will require contributions of approximately NOK 166.7 million ($27.8 million) in total for fiscal years 2015 through 2024.
See further discussion of our pension plans in Note 10 in the “Notes to Consolidated Financial Statements” included elsewhere
in this Annual Report.

Contractual Obligations, Commercial Commitments and Off Balance Sheet Arrangements

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

The following tables summarize our significant contractual obligations and other commercial commitments on an
undiscounted basis as of March 31, 2014 and the future periods in which such obligations are expected to be settled in cash. In
addition, the table reflects the timing of principal and interest payments on outstanding borrowings as of March 31, 2014. Additional
details regarding these obligations are provided in the “Notes to Consolidated Financial Statements” included elsewhere in this
Annual Report.

Payments Due by Period

Fiscal Year Ending March 31,

Total

2015

2016 -
2017

2018 -
2019

2020 and
beyond

(In thousands)

846,960
428,786
420,701
74,706
181,189
707,477
55,042
$ 2,714,861

$ 14,207
38,565
94,796
9,482
29,143
480,459
55,019
$ 721,671

$ 41,897
75,435
171,309
14,386
59,250
227,018
23
$ 589,318

$ 56,814
131,271
110,220
10,939
39,780
—
—
$ 349,025

$ 734,042
183,515
44,376
39,899
53,016
—
—
$ 1,054,847

Contractual obligations:

Long-term debt and short-term borrowings:
Principal (1) ..................................................
Interest (2).....................................................
Aircraft operating leases (3)............................
Other operating leases (4)................................
Pension obligations (5)....................................
Aircraft purchase obligations (6) ....................
Other purchase obligations (7) ........................
Total contractual cash obligations...............

Other commercial commitments:

Letters of credit..............................................
Contingent consideration (8) ...........................
Other commitments (9) ...................................
Total commercial commitments..................

2,720
44,004
46,000
92,724

1,312
8,000
46,000
$ 55,312

1,408
32,669
—
$ 34,077

— $

3,335
—
3,335

—
—
—
—

_________________

(1)

(2)

Excludes unamortized discount of $5.1 million and $0.6 million on the 3% Convertible Senior Notes and Term Loan, respectively.

Interest payments for variable interest debt are based on interest rates as of March 31, 2014.

(3) Represents separate operating leases for aircraft. During fiscal year 2014, we entered into 14 new aircraft operating leases from sale leasebacks. For

further details, see Note 4 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

(4) Represents minimum rental payments required under non-aircraft operating leases that have initial or remaining non-cancelable lease terms in excess of

one year.

(5) Represents expected funding for pension benefits in future periods. These amounts are undiscounted and are based on the expectation that the U.K. and
Norway pensions will be fully funded in approximately four and three years, respectively. As of March 31, 2014, we had recorded on our balance sheet
an $86.8 million pension liability associated with these obligations. The timing of the funding is dependent on actuarial valuations and resulting negotiations
with the plan trustees.

(6)

For further details on our aircraft purchase obligations, see Note 8 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual
Report.

(7) Other purchase obligations primarily represent unfilled purchase orders for aircraft parts and commitments associated with upgrading facilities at our

bases and non-cancelable power-by-the-hour commitments.

(8)

(9)

The Cougar purchase agreement includes a potential earn-out of $40 million payable over three years based on Cougar achieving certain agreed
performance targets. During fiscal year 2014, the first year earn-out payment of $6.0 million was paid as Cougar achieved agreed performance targets.
The fair value of the earn-out is $31.3 million as of March 31, 2014 and is included in other accrued liabilities and other liabilities and deferred credits
on our consolidated balance sheet. See Notes 3 and 6 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.
The Eastern Airways purchase agreement includes a potential earn-out of £6 million ($10 million) over a three year period. The earn-out consideration
will be included as general and administrative expense in our consolidated statements of income as earned.

In connection with the Bristow Norway acquisition in fiscal year 2011, we granted the former partner in this joint venture an option that if exercised
would require us to acquire up to five aircraft at fair value upon the expiration of the lease terms for such aircraft. One of the options was exercised in
December 2009 and two of the options expired. The remaining aircraft leases expire in June and August 2014.

Financial Condition and Sources of Liquidity

The following table summarizes our capital structure and sources of liquidity as of March 31, 2014 and 2013 (in thousands):

March 31,

2014

2013

Capital structure:

450,000
6 ¼% Senior Notes due 2022 .................................................................... $
226,604
Term Loan ..................................................................................................
109,904
3% Convertible Senior Notes due 2038 .....................................................
24,000
Revolving Credit Facility ...........................................................................
29,911
Eastern Airways debt..................................................................................
883
Other debt ...................................................................................................
841,302
Total debt....................................................................................................
1,756,586
Stockholders’ investment ...........................................................................
Total capital................................................................................................ $ 2,597,888

450,000
230,625
106,196
—
—
448
787,269
1,610,957
$ 2,398,226

Liquidity:

Cash............................................................................................................ $
Undrawn borrowing capacity on Revolving Credit Facility (1) ..................
Total liquidity............................................................................................. $
Adjusted debt to equity ratio (2) ..................................................................

204,341
325,515
529,856

215,623
199,365
414,988

76.4%

75.6%

_______________

(1)

Letters of credit in the amount of $0.5 million and $0.6 million were outstanding as of March 31, 2014 and 2013, respectively.

(2) Adjusted debt includes the net present value of operating leases totaling $411.6 million and $301.9 million, respectively, letters of credit, bank guarantees
and financial guarantees totaling $2.7 million and $2.6 million, respectively, and the unfunded pension liability totaling $86.8 million and $126.6 million,
respectively, as of March 31, 2014 and 2013. Adjusted debt to equity ratio is a non-GAAP financial measure that management believes provides meaningful
supplemental information regarding our financial position.

We actively manage our liquidity through generation of cash from operations while assessing our funding needs on an
ongoing basis. While we have generated significant cash from operations, our principal source of liquidity over the past several
years has been financing cash flows. The significant factors that affect our overall liquidity include capital expenditure
commitments, pension funding, operating leases, adequacy of bank lines of credit and our ability to attract long-term capital on
satisfactory terms.

We expect that our cash on deposit as of March 31, 2014 of $204.3 million, cash flow from operations and proceeds from
aircraft sales, as well as available borrowing capacity under our Revolving Credit Facility, will be sufficient to satisfy our capital
commitments, including our remaining aircraft purchase commitments to service our oil and gas clients and remaining anticipated
capital requirements in connection with our U.K. SAR contract of $1.0 billion as of March 31, 2014. The available borrowing
capacity under our Revolving Credit Facility was of $325.5 million as of March 31, 2014. While we plan to continue to be
disciplined concerning future capital commitments, we also intend to continue managing our capital structure and liquidity position
with external financings as needed. Our strategy will involve funding our short-term liquidity requirements with borrowings under
our Revolving Credit Facility and funding our long-term financing needs, while maintaining a prudent capital structure, among
the following alternatives: operating leases, bank debt, private and public debt and/or equity offerings and export credit agency-
supported financings.

Exposure to Currency Fluctuations

See our discussion of the impact of market risk, including our exposure to currency fluctuations, on our financial position
and results of operations discussed under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” included
elsewhere in this Annual Report.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the U.S. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting
principles, whereas, in other circumstances, generally accepted accounting principles require us to make estimates, judgments and
assumptions that we believe are reasonable based upon information available. We base our estimates and judgments on historical
experience, professional advice and various other sources that we believe to be reasonable under the circumstances. Actual results
may differ from these estimates under different assumptions and conditions. We believe that of our significant accounting policies,
as discussed in Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report, the following
involve a higher degree of judgment and complexity. Our management has discussed the development and selection of critical
accounting policies and estimates with the Audit Committee of our board of directors and the Audit Committee has reviewed our
disclosure.

Taxes

Our annual tax provision is based on expected taxable income, statutory rates and tax planning opportunities available to
us in the various jurisdictions in which we operate. The determination and evaluation of our annual tax provision and tax positions
involves the interpretation of the tax laws in the various jurisdictions in which we operate and requires significant judgment and
the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income,
deductions and tax credits. Changes in tax laws, regulations, agreements, tax treaties and foreign currency exchange restrictions
or our level of operations or profitability in each jurisdiction would impact our tax liability in any given year. We also operate in
many jurisdictions where the tax laws relating to the offshore oil service industry are not well developed. While our annual tax
provision is based on the best information available at the time, a number of years may elapse before the ultimate tax liabilities
in the various jurisdictions are determined.

We recognize foreign tax credits available to us to offset the U.S. income taxes due on income earned from foreign sources.
These credits are limited by the total income tax on the U.S. income tax return as well as by the ratio of foreign source income in
each statutory category to total income. In estimating the amount of foreign tax credits that are realizable, we estimate future
taxable income in each statutory category. These estimates are subject to change based on changes in the market conditions in
each statutory category and the timing of certain deductions available to us in each statutory category. We periodically reassess
these estimates and record changes to the amount of realizable foreign tax credits based on these revised estimates. Changes to
the amount of realizable foreign tax credits can be significant given any material change to our estimates on which the realizability
of foreign tax credits is based.

We maintain reserves for estimated income tax exposures in jurisdictions of operation. The expenses reported for these taxes,
including our annual tax provision, include the effect of reserve provisions and changes to reserves that we consider appropriate,
as well as related interest. Tax exposure items primarily include potential challenges to intercompany pricing, disposition
transactions and the applicability or rate of various withholding taxes. These exposures are resolved primarily through the settlement
of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other
factors, which could cause us to conclude that a revision of past estimates is appropriate. We believe that an appropriate liability
has been established for estimated exposures. However, actual results may differ materially from these estimates. We review these
liabilities quarterly. During fiscal years 2014 and 2012, we had net reversals of reserves for estimated tax exposures of $1.5 million
and $10.2 million, respectively, and during fiscal year 2013 we had net accruals of reserves for estimated tax exposures of $0.1
million. We recognize interest and penalties accrued related to unrecognized tax benefits as a component of our provision for
income taxes. As of March 31, 2014 and 2013, we had $0.2 million and $1.7 million, respectively, of unrecognized tax benefits,
all of which would have an impact on our effective tax rate, if recognized.

We do not believe it is possible to reasonably estimate the potential effect of changes to the assumptions and estimates
identified because the resulting change to our tax liability, if any, is dependent on numerous factors which cannot be reasonably
estimated. These include, among others, the amount and nature of additional taxes potentially asserted by local tax authorities;
the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local
courts; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change
in other countries. Our experience has been that the estimates and assumptions we have used to provide for future tax assessments
have proven to be appropriate. However, past experience is only a guide and the potential exists that the tax resulting from the
resolution of current and potential future tax controversies may differ materially from the amounts accrued.

Judgment is required in determining whether deferred tax assets will be realized in full or in part. When it is estimated to
be more-likely-than-not that all or some portion of specific deferred tax assets, such as foreign tax credit carryovers or net operating
loss carry forwards, will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that
are estimated to not be realizable. As of March 31, 2014, we have established deferred tax assets for foreign taxes we expect to

be realizable. Our ability to realize the benefit of our deferred tax assets requires that we achieve certain future earnings levels
prior to the expiration of our foreign tax credit carryforwards. In the event that our earnings performance projections or future
financial conditions do not indicate that we will be able to benefit from our deferred tax assets, valuation allowances would be
established following the “more likely than not” criteria. We periodically evaluate our ability to utilize our deferred tax assets
and, in accordance with accounting guidance related to accounting for income taxes, will record any resulting adjustments that
may be required to deferred income tax expense in the period for which an existing estimate changes. If our facts or financial
results were to change, thereby impacting the likelihood of establishing and then realizing the deferred tax assets, judgment would
have to be applied to determine changes to the amount of the valuation allowance in any given period. Such changes could result
in either a decrease or an increase in our provision for income taxes, depending on whether the change in judgment resulted in an
increase or a decrease to the valuation allowance. We continually evaluate strategies that could allow for the future utilization of
our deferred tax assets.

We have not provided for U.S. deferred taxes on the unremitted earnings of certain foreign subsidiaries as of March 31,
2014 that are indefinitely reinvested abroad of $679.3 million. Should we make a distribution from the unremitted earnings of
these subsidiaries, we could be required to record additional taxes. At the current time, a determination of the amount of unrecognized
deferred tax liability is not practical.

We have not provided for deferred taxes in circumstances where we expect that, due to the structure of operations and
applicable law, the operations in such jurisdictions will not give rise to future tax consequences. Should our expectations change
regarding the expected future tax consequences, we may be required to record additional deferred taxes that could have a material
adverse effect on our consolidated financial position, results of operations and cash flows.

Property and Equipment

Our net property and equipment represents 67% percent of our total assets as of March 31, 2014. We determine the carrying
value of these assets based on our property and equipment accounting policies, which incorporate our estimates, assumptions, and
judgments relative to capitalized costs, useful lives and salvage values of our assets.

Our property and equipment accounting policies are also designed to depreciate our assets over their estimated useful lives.
The assumptions and judgments we use in determining the estimated useful lives and residual values of our aircraft reflect both
historical experience and expectations regarding future operations, utilization and performance of our assets. The use of different
estimates, assumptions and judgments in the establishment of property and equipment accounting policies, especially those
involving the useful lives and residual values of our aircraft, would likely result in materially different net book values of our
assets and results of operations.

Useful lives of aircraft and residual values are difficult to estimate due to a variety of factors, including changes in operating
conditions or environment, the introduction of technological advances in aviation equipment, changes in market or economic
conditions including changes in demand for certain types of aircraft and changes in laws or regulations affecting the aviation or
offshore oil and gas industry. We evaluate the remaining useful lives of our aircraft when certain events occur that directly impact
our assessment of the remaining useful lives of the aircraft. Our consideration of ultimate residual value takes into account current
expectations of fair market value and the expected time to ultimate disposal. The determination of the ultimate value to be received
upon sale depends largely upon the condition of the aircraft and the flight time left on the aircraft and major components until the
next major maintenance check is required. The future value also depends on the aftermarket that exists as of that date, which can
differ substantially over time.

We review our property and equipment for impairment when events or changes in circumstances indicate that the carrying
value of such assets or asset groups may be impaired or when reclassifications are made between property and equipment and
assets held for sale.

Asset impairment evaluations are based on estimated undiscounted cash flows for the assets being evaluated. If the sum of
the expected future cash flows is less than the carrying amount of the asset, we would be required to recognize an impairment
loss. When determining fair value, we utilize various assumptions, including projections of future cash flows. A change in these
underlying assumptions will cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying
amounts. In such event, we would then be required to record a corresponding charge, which would reduce our earnings. We continue
to evaluate our estimates and assumptions and believe that our assumptions, which include an estimate of future cash flows based
upon the anticipated performance of the underlying business units, are appropriate.

Supply and demand are the key drivers of aircraft idle time and our ability to contract our aircraft at economical rates. During
periods of oversupply, it is not uncommon for us to have aircraft idled for extended periods of time, which could be an indication
that an asset group may be impaired. In most instances our aircraft could be used interchangeably. In addition, our aircraft are
generally equipped to operate throughout the world. Because our aircraft are mobile, we may move aircraft from a weak geographic
market to a stronger geographic market if an adequate opportunity arises to do so. As such, our aircraft are considered to be
interchangeable within classes or asset groups and accordingly, our impairment evaluation is made by asset group. Additionally,
our management periodically makes strategic decisions related to our fleet that involve the possible removal of all or a substantial
portion of specific aircraft types from our fleet, at which time these aircraft are reclassified to held for sale and subsequently sold
or otherwise disposed of.

Additionally, certain aircraft that are still operating where management has made the decision to sell or abandon the aircraft
at a fixed date are reviewed for potential impairment individually and an analysis completed to determine whether depreciation
needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal
date. For those aircraft still being depreciated, we consider whether any change is required to the estimated residual values and/
or to the remaining lives. For those aircraft no longer being depreciated, we consider whether our current expectation of residual
value is lower than the carrying value.

An impairment loss is recorded in the period in which it is determined that the aggregate carrying amount of assets within
an asset group is not recoverable. This requires us to make judgments regarding long-term forecasts of future revenue and cost
related to the assets subject to review. In turn, these forecasts are uncertain in that they require assumptions about demand for our
services, future market conditions and technological developments. Significant and unanticipated changes to these assumptions
could require a provision for impairment in a future period. Given the nature of these evaluations and their application to specific
asset groups and specific times, it is not possible to reasonably quantify the impact of changes in these assumptions.

Pension Benefits

Pension obligations are actuarially determined and are affected by assumptions including discount rates, compensation
increases and employee turnover rates. The recognition of these obligations through the statement of income is also affected by
assumptions about expected returns on plan assets. We evaluate our assumptions periodically and make adjustments to these
assumptions and the recorded liabilities as necessary.

Three of the most critical assumptions are the expected long-term rate of return on plan assets, the assumed discount rate
and the mortality rate. We evaluate our assumptions regarding the estimated long-term rate of return on plan assets based on
historical experience and future expectations on investment returns, which are calculated by our third-party investment advisor
utilizing the asset allocation classes held by the plan’s portfolios. We utilize a British pound sterling denominated AA corporate
bond index as a basis for determining the discount rate for our U.K. plans and NOK-denominated corporate bonds available in
Norway that are credit-rated as AA or AAA as a basis for determining the discount rate for our Norway plan. We base mortality
rates utilized on actuarial research on these rates, which are adjusted to allow for expected mortality within our industry segment
and, where available, individual plan experience data. Changes in these and other assumptions used in the actuarial computations
could impact our projected benefit obligations, pension liabilities, pension expense and other comprehensive income. We base
our determination of pension expense on a fair value valuation of assets and an amortization approach for assessed gains and losses
that reduces year-to-year volatility. This approach recognizes investment and other actuarial gains or losses over the average
remaining lifetime of the plan members. Investment gains or losses for this purpose are the difference between the expected return
calculated using the market-related value of assets and the actual return based on the market-related value of assets.

Allowance for Doubtful Accounts

We establish allowances for doubtful accounts on a case-by-case basis when we believe the payment of amounts owed to
us is unlikely to occur. In establishing these allowances, we consider a number of factors, including our historical experience,
changes in our client’s financial position and restrictions placed on the conversion of local currency to U.S. dollars, as well as
disputes with clients regarding the application of contract provisions to our services.

We derive a significant portion of our revenue from services to major integrated oil and gas companies and government-
owned or government-controlled oil and gas companies. Our receivables are concentrated in certain oil-producing countries. We
generally do not require collateral or other security to support client receivables. If the financial condition of our clients was to
deteriorate or their access to freely-convertible currency was restricted, resulting in impairment of their ability to make the required
payments, additional allowances may be required.

Inventory Allowance

We maintain inventory that primarily consists of spare parts to service our aircraft. We establish an allowance to distribute
the cost of spare parts expected to be on hand at the end of a fleet’s life over the service lives of the related equipment, taking into
account the estimated salvage value of the parts. Also, we periodically review the condition and continuing usefulness of the parts
to determine whether the realizable value of this inventory is lower than its book value. Parts related to aircraft types that our
management has determined will no longer be included in our fleet or will be substantially reduced in our fleet in future periods
are specifically reviewed. If our valuation of these parts is significantly lower than the book value of the parts, an additional
provision may be required.

Contingent Liabilities

We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be
reasonably estimated. Our contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury
claims and environmental liabilities. Income for each reporting period includes revisions to contingent liability reserves resulting
from different facts or information which becomes known or circumstances which change and affect our previous assumptions
with respect to the likelihood or amount of loss. Such revisions are based on information which becomes known or circumstances
that change after the reporting date for the previous period through the reporting date of the current period. Reserves for contingent
liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. Should the outcome differ
from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to
the estimated reserves for contingent liabilities would be required to be recognized.

Goodwill Impairment

We perform a test for impairment of our goodwill annually as of March 31 and whenever events or circumstances indicate
impairment may have occurred. We first assess qualitative factors to determine if it is more likely than not that the fair value of a
reporting unit is less than its carrying amount and if a quantitative assessment should be performed. An entity may also bypass
the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. Because
our business is cyclical in nature, goodwill could be significantly impaired depending on when the assessment is performed in the
business cycle. The qualitative factors considered during our assessment include the capital markets environment, global economic
conditions, the demand for helicopter services, the necessity for training of new pilots (Bristow Academy only), changes in our
results of operations, the magnitude of the excess of fair value over the carrying amount of each reporting unit as determined in
the prior year’s quantitative testing and other factors. The fair value of our reporting units is based on a blend of estimated discounted
cash flows, publicly traded company multiples and acquisition multiples and involve the use of a discounted cash flow model
utilizing estimated future earnings and cash flows and our weighted-average cost of capital. Publicly traded company multiples
and acquisition multiples are derived from information on traded shares and analysis of recent acquisitions in the marketplace,
respectively, for companies with operations similar to ours. Changes in the assumptions used in the fair value calculation could
result in an estimated reporting unit fair value that is below the carrying value, which may give rise to an impairment of goodwill.

Recent Accounting Pronouncements

See Note 1 in the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report for discussion of

recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. This
risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse
fluctuations in foreign currency exchange rates, credit risk and interest rates as discussed below. The sensitivity analyses presented
do not consider the effects that such adverse changes may have on overall economic activity, nor do they consider additional
actions we may take to mitigate our exposure to such changes. Actual results may differ. See the notes to our consolidated financial
statements included in Item 8 of this Annual Report for a description of our accounting policies and other information related to
these financial instruments.

Foreign Currency Risk

Through our foreign operations, we are exposed to currency fluctuations and exchange rate risks. The majority of our revenue
and expense from our North Sea operations are in British pound sterling. Approximately 27% of our gross revenue for fiscal year
2014 was translated for financial reporting purposes from British pound sterling into U.S. dollars. In addition, some of our contracts
to provide services internationally provide for payment in foreign currencies. Our foreign exchange rate risk is even greater when
our revenue is denominated in a currency different from the associated costs. We attempt to minimize our foreign exchange rate
exposure by contracting the majority of our services other than our North Sea operations in U.S. dollars. As a result, a strong U.S.
dollar may increase the local cost of our services that are provided under U.S. dollar denominated contracts, which may reduce
the demand for our services in certain foreign countries. Except as described below, we do not enter into hedging transactions to
protect against foreign exchange risks related to our revenue.

Throughout fiscal years 2014, 2013 and 2012, our primary foreign currency exposure has been to the British pound sterling,
the euro, the Australian dollar and the Nigerian naira. The value of these currencies has fluctuated relative to the U.S. dollar as
indicated in the following table:

One British pound sterling into U.S. dollars

High..............................................................................................................
Average.........................................................................................................
Low...............................................................................................................
At period-end................................................................................................

One euro into U.S. dollars

One Australian dollar into U.S. dollars

One Nigerian naira into U.S. dollars

Fiscal Years Ended March 31,

2014

2013

2012

1.68
1.59
1.48
1.67

1.39
1.34
1.28
1.38

1.07
0.93
0.87
0.93

1.63
1.58
1.49
1.52

1.37
1.29
1.21
1.28

1.06
1.03
0.97
1.04

1.66
1.59
1.53
1.60

1.49
1.38
1.27
1.33

1.10
1.04
0.94
1.04

High.............................................................................................................. 0.0065
Average......................................................................................................... 0.0063
Low............................................................................................................... 0.0061
At period-end................................................................................................ 0.0061

0.0065
0.0064
0.0061
0.0064

0.0068
0.0064
0.0061
0.0064

_______________

Source: Bank of England and Oanda.com

Our earnings from unconsolidated affiliates are also affected by the impact of changes in foreign currency exchange rates
on the reported results of our unconsolidated affiliates. Earnings from unconsolidated affiliates were decreased by $3.9 million,
$3.9 million and $8.1 million during fiscal years 2014, 2013 and 2012, respectively, as a result of the impact of changes in foreign
currency exchange rates on the results of our unconsolidated affiliates, primarily the impact of changes in the Brazilian real and
the U.S. dollar exchange rate on results for our affiliate in Brazil. The value of the Brazilian real has fluctuated relative to the U.S.
dollar as indicated in the following table:

One Brazilian real into U.S. dollars

High.............................................................................................................. 0.5123
Average......................................................................................................... 0.4471
Low............................................................................................................... 0.4093
At period-end................................................................................................ 0.4432

0.5488
0.4985
0.4685
0.4953

0.6511
0.5921
0.5304
0.5490

Fiscal Years Ended March 31,

2014

2013

2012

_______________

Source: Oanda.com

A hypothetical 10% strengthening or weakening in the average U.S. dollar relative to other currencies would have affected

our revenue, operating expense and income before provision for income taxes for fiscal year 2014 as follows:

Revenue .............................................................................
Operating expense .............................................................
Income before provision for income taxes ........................

British
pound
sterling

3.8%
2.7%
5.9%

Euro
0.2 %
0.6 %
(1.1)%

Australian
dollar

Nigerian
Naira

1.1%
1.2%
0.5%

0.1 %
0.8 %
(2.2)%

The effect of the hypothetical change in exchange rates ignores the effect this movement may have on other variables,
including competitive risk. If it were possible to quantify this competitive impact, the results would probably be different from
the sensitivity effects shown above. In addition, all currencies may not uniformly strengthen or weaken relative to the U.S. dollar.
In reality, some currencies may weaken while others may strengthen.

In the past three fiscal years, our stockholders’ investment has increased by $11.8 million as a result of translation adjustments.

Changes in exchange rates could cause significant changes in our financial position and results of operations in the future.

As a result of the changes in exchange rates, we recorded foreign currency losses of $3.7 million and $1.1 million during

fiscal years 2014 and 2013, respectively, and foreign currency gains of $0.4 million during fiscal year 2012.

We estimate that the fluctuation of these currencies versus the prior fiscal year had the following effect on our financial

condition and results of operations, net of the effect of the derivative contracts discussed below (in thousands):

Revenue ............................................................................................... $
Operating expense ...............................................................................
Earnings from unconsolidated affiliates, net of losses ........................
Non-operating expense........................................................................
Income before provision for income taxes ..........................................
Provision from income taxes ...............................................................
Net income...........................................................................................
Cumulative translation adjustment ......................................................
Total stockholders’ investment............................................................ $

Fiscal Year
Ended
March 31, 2014
(15,859)
13,964
72
(2,401)
(4,224)
970
(3,254)
18,729
15,475

A hypothetical 10% decrease in the value of the foreign currencies in which our business is denominated relative to the U.S.
dollar as of March 31, 2014 would result in a $21.2 million decrease in the fair value of our net monetary assets denominated in
currencies other than U.S. dollars.

Credit Risk

The market for our services and products is primarily the offshore oil and gas industry, and our clients consist primarily of
major integrated, international and independent oil and gas producers. We perform ongoing credit evaluations of our clients and
have not historically required material collateral. We maintain allowances for potential credit losses.

Cash equivalents, which consist of funds invested in highly-liquid debt instruments with original maturities of 90 days or
less, are held by major banks or investment firms, and we believe that credit risk in these instruments is minimal. We also manage
our credit risk by not entering into complex financial transactions or those with a perceived high level of credit risk.

For more information on the impact of the global market conditions see Item 7. “Management’s Discussion and Analysis
of Financial Condition and Results of Operations — Executive Overview — Market Outlook” and Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financial
Condition and Sources of Liquidity” included elsewhere in this Annual Report.

Interest Rate Risk

As of March 31, 2014, we had $841.3 million of debt outstanding, of which $256.5 million carried a variable rate of interest.
The market value of our fixed rate debt fluctuates with changes in interest rates. The fair value of our financial instruments has
been estimated in accordance with the accounting standard regarding fair value. The fair value of our fixed rate long-term debt is
estimated based on quoted market prices. The carrying and fair values of our long-term debt, including the current portion, were
as follows (in thousands):

March 31,

2014

2013

Carrying
Value

6 ¼% Senior Notes ........................................................................ $ 450,000
226,604
Term Loan......................................................................................
109,904
3% Convertible Senior Notes.........................................................
24,000
Revolving Credit Facility...............................................................
29,911
Eastern Airways debt .....................................................................
883
Other debt.......................................................................................
$ 841,302

Fair Value
$ 477,000
226,604
142,382
24,000
29,911
883
$ 900,780

Carrying
Value
$ 450,000
230,625
106,196
—
—
448
$ 787,269

Fair Value
$ 484,875
230,625
131,819
—
—
448
$ 847,767

If prevailing market interest rates had been 1% higher as of March 31, 2014, and all other factors affecting our debt remained
the same, the fair value of the 6 ¼% Senior Notes and the 3% Convertible Senior Notes would have decreased by $53.4 million
or 8.6%. Under comparable sensitivity analysis as of March 31, 2013, the fair value of the 6 ¼% Senior Notes and 3% Convertible
Senior Notes would have decreased by $55.1 million or 8.9%.

Item 8. Consolidated Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Bristow Group Inc.:

We have audited the accompanying consolidated balance sheets of Bristow Group Inc. (“the Company”) and subsidiaries as of
March 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders’ investment,
and cash flows for each of the years in the three-year period ended March 31, 2014. These consolidated financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Bristow Group Inc. and subsidiaries as of March 31, 2014 and 2013, and the results of their operations and their cash flows for
each of the years in the three-year period ended March 31, 2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of March 31, 2014, based on criteria established in Internal Control —
Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and
our report dated May 21, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.

/s/ KPMG LLP

Houston, Texas

May 21, 2014

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Fiscal Year Ended March 31,

2014

2013

2012

(In thousands, except per share amounts)

Gross revenue:

Operating revenue from non-affiliates...................................................................... $ 1,423,653
Operating revenue from affiliates.............................................................................
92,673
153,180
Reimbursable revenue from non-affiliates ...............................................................
76
Reimbursable revenue from affiliates.......................................................................
1,669,582

$ 1,290,284
53,731
164,184
274
1,508,473

$ 1,170,299
28,928
142,088
488
1,341,803

Operating expense:

Direct cost.................................................................................................................
Reimbursable expense ..............................................................................................
Impairment of inventories.........................................................................................
Depreciation and amortization..................................................................................
General and administrative .......................................................................................

1,041,575
144,557
12,669
95,977
199,814
1,494,592

900,378
157,416
—
96,284
163,389
1,317,467

810,728
136,922
25,919
96,144
135,333
1,205,046

Gain (loss) on disposal of assets .................................................................................
Earnings from unconsolidated affiliates, net of losses................................................

(722)
12,709

8,068
25,070

Operating income ........................................................................................................
Interest income ............................................................................................................
Interest expense...........................................................................................................
Extinguishment of debt ...............................................................................................
Gain on sale of unconsolidated affiliate......................................................................
Other income (expense), net .......................................................................................
Income before provision for income taxes ...............................................................
Provision for income taxes..........................................................................................
Net income................................................................................................................
Net income attributable to noncontrolling interests..................................................
Net income attributable to Bristow Group................................................................ $

186,977
1,720
(44,938)
—
103,924
(2,692)
244,991
(57,212)
187,779
(1,042)
186,737

Earnings per common share:

Basic ......................................................................................................................... $
Diluted ...................................................................................................................... $

Cash dividends declared per common share ............................................................... $

5.15
5.09

1.00

224,144
788
(42,446)
(14,932)
—
(877)
166,677
(35,002)
131,675
(1,573)
130,102

3.61
3.57

0.80

$
$

(31,670)
10,679

115,766
560
(38,130)
—
—
1,246
79,442
(14,201)
65,241
(1,711)
63,530

1.76
1.73

0.60

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

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Year Ended March 31,

2014

2013

2012

Net income ............................................................................................................................. $ 187,779
Other comprehensive income: ...............................................................................................
Currency translation adjustments......................................................................................
Pension liability adjustment, net of tax (benefit) provision of $(10.4) million, $10.0

18,729

million and $3.4 million, respectively...........................................................................

23,367

(In thousands)
$131,675

$ 65,241

(11,982)

905

(28,462)

(27,877)

Unrealized loss on cash flow hedges, net of tax benefit of zero, zero and $1.5 million,

respectively....................................................................................................................
Total comprehensive income.............................................................................................

—
229,875

—
91,231

(2,150)
36,119

Net income attributable to noncontrolling interests ..........................................................
Currency translation adjustments attributable to noncontrolling interests........................
Total comprehensive income attributable to noncontrolling interests ..............................

(1,042)
1,081
39
Total comprehensive income attributable to Bristow Group................................................. $ 229,914

(1,573)
—
(1,573)
$ 89,658

(1,711)
—
(1,711)
$ 34,408

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

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31,

2014

2013

(In thousands)

Current assets:

ASSETS

Cash and cash equivalents................................................................................................................ $
Accounts receivable from non-affiliates ..........................................................................................
Accounts receivable from affiliates..................................................................................................
Inventories ........................................................................................................................................
Assets held for sale...........................................................................................................................
Prepaid expenses and other current assets........................................................................................
Total current assets.........................................................................................................................
Investment in unconsolidated affiliates ..............................................................................................
Property and equipment – at cost:

204,341
292,650
4,793
137,463
29,276
53,084
721,607
262,615

215,623
254,520
8,261
153,969
8,290
35,095
675,758
272,123

Less – Accumulated depreciation and amortization.........................................................................

Land and buildings ...........................................................................................................................
Aircraft and equipment.....................................................................................................................

145,973
2,646,150
2,792,123
(523,372)
2,268,751
56,680
Goodwill .............................................................................................................................................
Other assets.........................................................................................................................................
88,604
Total assets.......................................................................................................................................... $ 3,398,257

108,593
2,306,054
2,414,647
(493,575)
1,921,072
28,897
52,842
$ 2,950,692

Current liabilities:

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Accounts payable ............................................................................................................................. $
Accrued wages, benefits and related taxes.......................................................................................
Income taxes payable .......................................................................................................................
Other accrued taxes ..........................................................................................................................
Deferred revenue ..............................................................................................................................
Accrued maintenance and repairs ....................................................................................................
Accrued interest................................................................................................................................
Other accrued liabilities ...................................................................................................................
Deferred taxes ..................................................................................................................................
Short-term borrowings and current maturities of long-term debt ....................................................
Deferred sale leaseback advance......................................................................................................
Total current liabilities...................................................................................................................
Long-term debt, less current maturities ..............................................................................................
Accrued pension liabilities .................................................................................................................
Other liabilities and deferred credits...................................................................................................
Deferred taxes.....................................................................................................................................
Commitments and contingencies (Note 8)
Temporary equity................................................................................................................................
Stockholders’ investment:

89,818
71,192
13,588
9,302
31,157
17,249
16,157
45,853
12,372
14,207
136,930
457,825
827,095
86,823
78,126
169,519

69,821
56,084
11,659
7,938
21,646
15,391
14,249
20,714
—
22,323
—
239,825
764,946
126,647
57,196
151,121

22,283

—

Common stock, $.01 par value, authorized 90,000,000; outstanding: 35,708,469 and 36,150,639
373
shares (exclusive of 1,291,441 and1,291,741 treasury shares, respectively) .............................
762,813
Additional paid-in capital.................................................................................................................
1,245,220
Retained earnings .............................................................................................................................
(156,506)
Accumulated other comprehensive loss ...........................................................................................
(103,965)
Treasury shares, at cost (1,595,479 and 551,604 shares, respectively)............................................
1,747,935
Total Bristow Group stockholders’ investment..................................................................................
8,651
Noncontrolling interests......................................................................................................................
Total stockholders’ investment...........................................................................................................
1,756,586
Total liabilities and stockholders’ investment..................................................................................... $ 3,398,257

367
731,883
1,094,803
(199,683)
(26,304)
1,601,066
9,891
1,610,957
$ 2,950,692

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

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

2014

Fiscal Year Ended March 31,
2013
(In thousands)

2012

Cash flows from operating activities:

Net income .................................................................................................................. $ 187,779

$ 131,675

65,241

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization ....................................................................................
Deferred income taxes ................................................................................................
Write-off of deferred financing fees............................................................................
Discount amortization on long-term debt ...................................................................
(Gain) loss on disposal of assets .................................................................................
Gain on sale of unconsolidated affiliate......................................................................
Impairment of inventories ...........................................................................................
Extinguishment of debt ...............................................................................................
Stock-based compensation ..........................................................................................
Equity in earnings from unconsolidated affiliates less than (in excess of) dividends
received..................................................................................................................
Tax benefit related to stock-based compensation........................................................

Increase (decrease) in cash resulting from changes in:

Accounts receivable ....................................................................................................
Inventories...................................................................................................................
Prepaid expenses and other assets...............................................................................
Accounts payable ........................................................................................................
Accrued liabilities .......................................................................................................
Other liabilities and deferred credits ...........................................................................
Net cash provided by operating activities ..........................................................................
Cash flows from investing activities:

Capital expenditures....................................................................................................
Deposits on assets held for sale...................................................................................
Acquisitions, net of cash received...............................................................................
Proceeds from sale of unconsolidated affiliate ...........................................................
Proceeds from asset dispositions.................................................................................
Investment in unconsolidated affiliates.......................................................................
Net cash used in investing activities ..................................................................................
Cash flows from financing activities:

95,977
5,465
12,733
3,708
722
(103,924)
12,669
—
15,433

1,629
(5,723)

3,647
12,824
(3,149)
(5,154)
11,697
(14,239)
232,094

(628,613)
—
(39,850)
112,210
289,951
—
(266,302)

96,284
(8,587)
4,642
3,597
(8,068)
—
—
14,932
11,869

(9,244)
(500)

(2,739)
(1,340)
(39,269)
25,654
38,790
9,068
266,764

(571,425)
—
—
—
314,847
(51,179)
(307,757)

533,064
Proceeds from borrowings ..........................................................................................
(6,000)
Payment of contingent consideration ..........................................................................
(15,523)
Debt issuance costs .....................................................................................................
(512,492)
Repayment of debt and debt redemption premiums ...................................................
106,113
Proceeds from assignment of aircraft purchase agreements .......................................
(57)
Partial prepayment of put/call obligation....................................................................
(2,078)
Acquisition of noncontrolling interest ........................................................................
(77,661)
Repurchase of common stock .....................................................................................
(36,320)
Common stock dividends paid ....................................................................................
15,398
Issuance of common stock ..........................................................................................
5,723
Tax benefit related to stock-based compensation........................................................
10,167
Net cash provided by (used in) financing activities ...........................................................
12,759
Effect of exchange rate changes on cash and cash equivalents..........................................
(11,282)
Net increase (decrease) in cash and cash equivalents ........................................................
215,623
Cash and cash equivalents at beginning of period .............................................................
Cash and cash equivalents at end of period........................................................................ $ 204,341
Supplemental disclosure of non-cash investing activities:

675,449
—
(10,344)
(663,921)
—
(63)
—
(1,219)
(28,734)
15,289
500
(13,043)
8,109
(45,927)
261,550
$ 215,623

96,144
(16,288)
—
3,380
31,670
—
25,919
—
11,510

5,486
(354)

(12,847)
7,364
1,926
2,675
14,607
(5,086)
231,347

(326,420)
200
—
—
239,843
(2,378)
(88,755)

159,993
—
(871)
(113,419)
—
(63)
(262)
(25,085)
(21,616)
5,293
354
4,324
(1,727)
145,189
116,361
$ 261,550

Aircraft received for payment on accounts receivable................................................ $
Contingent liability for investment in unconsolidated affiliate................................... $
Deferred sale leaseback advance................................................................................. $

— $
— $
$

60,194

8,300
34,245

$
$
— $

—
—
—

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

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BRISTOW GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations

Bristow Group Inc., a Delaware corporation (together with its consolidated entities, unless the context requires otherwise,
“Bristow Group”, the “Company”, “we”, “us”, or “our”), 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. With a fleet of 494 aircraft as of March 31, 2014, including 131 held by unconsolidated affiliates, Bristow
Group and its affiliates conduct major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in
most of the other major offshore energy regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. We and
our affiliates provide private sector search and rescue (“SAR”) services in Australia, Canada, Norway, Russia and Trinidad, and
began providing public sector SAR services in North Scotland on behalf of the Maritime & Coastguard Agency in June 2013. In
March 2013, we were awarded a new contract to provide SAR services for all of the U.K. (the “U.K. SAR contract”). Certain of
our affiliates also provide charter and scheduled services targeting U.K. oil and gas industry transport, helicopter military training
and helicopter flight training.

Basis of Presentation

The consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities after elimination
of all significant intercompany accounts and transactions. Investments in affiliates in which we have a majority voting interest and
entities that meet the criteria of Variable Interest Entities (“VIEs”) of which we are the primary beneficiary are consolidated. See
discussion of VIEs in Note 3. We apply the equity method of accounting for investments in entities if we have the ability to exercise
significant influence over an entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest entity
criteria, but for which we are not deemed to be the primary beneficiary. We apply the cost method of accounting for investments
in other entities if we do not have the ability to exercise significant influence over the unconsolidated affiliate. These investments
in private companies are carried at cost and are adjusted only for capital distributions and other-than-temporary declines in value.
Dividends from cost method investments are recognized in earnings from unconsolidated affiliates, net of losses, when received.

Effective February 6, 2014, we began consolidating Eastern Airways International Limited (“Eastern Airways”). See Note

2 for further details.

Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ended

March 31, 2014 is referred to as fiscal year 2014.

Certain reclassifications of prior period information have been made to conform to the presentation of the current period

information. These reclassifications had no effect on net income as previously reported.

Summary of Significant Accounting Policies

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during
the reporting period. Actual results could differ from those estimates. Areas where accounting estimates are made by management
include:

• Allowances for doubtful accounts;

•

Inventory allowances;

Property and equipment;

• Goodwill, intangible and other long-lived assets;

•

Pension benefits;

• Contingent liabilities; and

• Taxes.

Cash and Cash Equivalents — Our cash equivalents include funds invested in highly-liquid debt instruments with original

maturities of 90 days or less.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounts Receivable — Trade and other receivables are stated at net realizable value. We grant short-term credit to our
clients, primarily major integrated, national and independent oil and gas companies. We establish allowances for doubtful accounts
on a case-by-case basis when a determination is made that the required payment is unlikely to occur. In establishing these allowances,
we consider a number of factors, including our historical experience, change in our clients’ financial position and restrictions
placed on the conversion of local currency into U.S. dollars, as well as disputes with clients regarding the application of contract
provisions to our services.

The following table is a rollforward of the allowance for doubtful accounts, including affiliates and non-affiliates (in

thousands):

Balance – beginning of fiscal year............................................................. $
Additional allowances................................................................................
Write-offs and collections..........................................................................
Balance – end of fiscal year ....................................................................... $

Fiscal Year Ended March 31,

2014
5,079
87
(92)
5,074

2013

2012

243
4,887
(51)
5,079

99
162
(18)
243

During fiscal year 2013, the allowance for doubtful accounts for non-affiliates was increased by $4.9 million related to

amounts due from ATP Oil and Gas Corporation, a client in the U.S. Gulf of Mexico, due to its filing for bankruptcy.

Inventories — Inventories are stated at the lower of average cost or market value and consist primarily of spare parts. The

following table is a rollforward of the allowance related to dormant, obsolete and excess inventory (in thousands):

Balance – beginning of fiscal year............................................................. $ 31,504
12,669
Impairment of inventories..........................................................................
6,807
Additional allowances................................................................................
(6,096)
Inventory disposed and scrapped ...............................................................
2,414
Foreign currency effects ............................................................................
Balance – end of fiscal year ....................................................................... $ 47,298

2014

2013
$ 34,364
—
8,479
(10,053)
(1,286)
$ 31,504

2012
$ 16,018
25,919
3,124
(11,331)
634
$ 34,364

Fiscal Year Ended March 31,

During fiscal years 2014 and 2012, we recorded impairment charges of $12.7 million and $25.9 million, respectively, to
write-down certain spare parts within inventories to market value. These impairment charges resulted from the identification of
$50.5 million and $48.8 million, respectively, of inventory that is dormant, obsolete or excess based on a review of our future
inventory needs completed during fiscal years 2014 and 2012. The fiscal year 2014 impairment charge related primarily to spare
parts held for a medium aircraft model where we have decided to remove this model from our fleet over the next two fiscal years.
As we had intended to operate this model type longer in certain markets, we have identified excess inventory that will not be used
on our aircraft and will therefore need to be sold or otherwise disposed of. The fiscal year 2012 inventory review was driven by
a number of changes to our future fleet strategy. The change in fleet strategy resulted from (1) a continued shift in demand for our
aircraft to newer technology aircraft types, (2) the introduction of the Bristow Client Promise through which have positioned
Bristow Group as the premium service provider of offshore transportation services and (3) the introduction of the new financial
metric of Bristow Value Added. The change in demand for our older aircraft accelerated as a result of a renewed focus on safety
and reliability across the offshore energy industry after the Macondo oil spill in the U.S. Gulf of Mexico. The change in fleet
strategy resulted in the determination that we will operate certain older types of aircraft for a shorter period than originally anticipated
and led to the global review of spare parts inventories supporting our fleet. These impairment charges are included on a separate
line within operating expense on the consolidated statements of income.

During fiscal year 2014, we wrote off $11.1 million of inventory destroyed in a fire at our Port Harcourt facility in Nigeria,
which is insured and therefore fully offset by a receivable recorded of $11.1 million for insurance proceeds. See Note 8 for further
details on the fire in Port Harcourt.

Additionally, during fiscal year 2012, we sold inventory in Mexico for a loss of $1.0 million. This loss is recorded as a

reduction in gain (loss) on disposal of assets on the consolidated statement of income.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Prepaid Expenses and Other Current Assets — As of March 31, 2014, prepaid expenses and other current assets included
$5.5 million related to the SAR contracts in the U.K. and a client contract in Norway, which are recoverable under the contracts
and will be expensed over the terms of the contracts. As of March 31, 2013, prepaid expenses and other current assets included
$12.7 million in fees related to a potential financing in connection with our bid to provide SAR services in the U.K. In April 2013,
we increased our borrowing capacity on our Revolving Credit Facility from $200 million to $350 million and cancelled the potential
financing. During fiscal year 2014, we included the $12.7 million as interest expense on our consolidated statement of income.

Property and Equipment — Property and equipment are stated at cost. Property and equipment includes construction in
progress, primarily consisting of progress payments on aircraft purchases and facility construction, of $477.9 million and $222.8
million as of March 31, 2014 and 2013, respectively. Interest costs applicable to the construction of qualifying assets are capitalized
as a component of the cost of such assets.

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets. The
estimated useful lives of aircraft generally range from 5 to 15 years, and the residual value used in calculating depreciation of
aircraft generally ranges from 30% to 50% of cost. The estimated useful lives for buildings on owned properties range from 15 to
40 years. Other depreciable assets are depreciated over estimated useful lives ranging from 3 to 15 years, except for leasehold
improvements which are depreciated over the lesser of the useful life of the improvement or the lease term (including any period
where we have options to renew if it is probable that we will renew the lease). The cost and related accumulated depreciation of
assets sold or otherwise disposed of are removed from the accounts and the resulting gains or losses are included in gain (loss) on
disposal of assets.

We capitalize betterments and improvements to our aircraft and amortize such costs over the remaining useful lives of the

aircraft. Betterments and improvements increase the life or utility of an aircraft.

Goodwill — Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets

acquired. Goodwill has an indefinite useful life and is not amortized, but is assessed for impairment annually as of March 31.

Goodwill totaling $56.7 million and $28.9 million as of March 31, 2014 and 2013, respectively, relates to our business units

as follows (in thousands):

Europe
March 31, 2012 ................................................................................... $ 12,554
(671)
11,883
1,839
26,479
—
March 31, 2014 ................................................................................... $ 40,201

Foreign currency translation...........................................................
March 31, 2013 ...................................................................................
Foreign currency translation...........................................................
Eastern Airways acquisition...........................................................
Impairments....................................................................................

Bristow
Academy
$ 10,260
(48)
10,212
90
—
—
$ 10,302

West
Africa
$ 6,254
(28)
6,226
(49)
—
—
$ 6,177

Other
Total
International
576
$
$ 29,644
—
(747)
576
28,897
1,880
—
— 26,479
(576)
— $ 56,680

(576)

To complete our annual assessment of goodwill impairment, we first assess qualitative factors to determine if it is more
likely than not that the fair value of a reporting unit is less than its carrying amount and if a quantitative assessment should be
performed. As of March 31, 2014, we performed a qualitative analysis and concluded it is more likely than not that the fair value
of each reporting unit excluding our Other International business unit related to Mexico is not less than the carrying value and,
therefore, did not perform a quantitative analysis for all business units with goodwill. Qualitative factors considered during our
assessments included the capital markets environment, global economic conditions, the demand for helicopter services, the necessity
for training of new pilots (Bristow Academy only), changes in our results of operations, the magnitude of the excess of fair value
over the carrying amount of each reporting unit as determined in prior years’ quantitative testing and other factors. In addition to
the annual assessment, an impairment assessment of goodwill is conducted when events occur or circumstance change that would
more likely than not reduce the fair value of a reporting unit below its carrying amount. During fiscal year 2014, we impaired our
goodwill in our Other International business unit related to Mexico as all of the contracts in Mexico have expired. As of March 31,
2014, goodwill totaling approximately $4.8 million is expected to be deductible for tax purposes. For further details on the Eastern
Airways acquisition, see Note 2.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Intangible Assets — Intangible assets with finite useful lives are amortized over their respective estimated useful lives

to their estimated residual values. Intangible assets by type were as follows (in thousands):

Client
contracts

Client
relationships

March 31, 2012 ....................................... $
Foreign currency translation...............
March 31, 2013 .......................................
Foreign currency translation...............
Eastern Airways acquisition...............
March 31, 2014 ....................................... $

7,251
(64)
7,187
(58)
—
7,129

1,746
(16)
1,730
(14)
10,291
12,007

Trade name
and
trademarks

Internally
developed
software
Gross Carrying Amount
— $
—
—
—
5,326
5,326

— $
—
—
—
1,339
1,339

March 31, 2012 ....................................... $
Amortization expense.........................
March 31, 2013 .......................................
Amortization expense.........................
March 31, 2014 ....................................... $

(4,345) $
(1,317)
(5,662)
(1,270)
(6,932) $

Accumulated Amortization
— $
—
—
—
— $

— $
—
—
—
— $

(582) $
(176)
(758)
(170)
(928) $

Licenses

Total

840
(7)
833
(6)
—
827

(304) $
(84)
(388)
(81)
(469) $

9,837
(87)
9,750
(78)
16,956
26,628

(5,231)
(1,577)
(6,808)
(1,521)
(8,329)

Weighted average remaining contractual
life, in years .......................................

0.2

20.0

15.0

5.0

4.4

12.0

Future amortization expense of intangible assets for each of the years ending March 31 are as follows (in thousands):

2015............................................................ $
2016............................................................
2017............................................................
2018............................................................
2019............................................................
Thereafter...................................................

1,586
1,389
1,389
1,389
1,279
11,267
18,299

The client contracts, client relationships, trade name and trademarks, internally developed software and licenses relate to
Bristow Norway and Eastern Airways, included in our Europe business unit. For further details on the Eastern Airways acquisition,
see Note 2.

Impairment of Long-Lived Assets — Long-lived assets, such as property and equipment, and purchased intangibles subject
to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. If the carrying amount of an asset or asset group to be held and used exceeds its estimated future
cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds
the fair value of the asset or asset group. Assets held for sale are classified as current assets on our consolidated balance sheets
and recorded at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and
liabilities of a disposed group classified as held for sale (if any) are presented separately in the appropriate asset and liability
sections of the consolidated balance sheets. We recorded impairment charges of $6.8 million, $4.4 million and $26.3 million
included in gain (loss) on disposal of assets to reduce the carrying value of aircraft held for sale in fiscal years 2014, 2013 and
2012, respectively.

During fiscal year 2013, we reclassified four large aircraft previously classified as held for sale to aircraft and equipment as
they were returned to operational status as a result of the issues associated with EC225 Super Puma helicopter discussed in Note
8 and we reversed previously recorded impairment charges of $8.7 million. This reversal of charges is included in gain (loss) on
disposal of assets on the consolidated statements of income. In fiscal year 2012, we recorded an impairment charge of $2.7 million
included in depreciation and amortization expense for two medium aircraft, as management intends to sell the aircraft prior to
their previously estimated useful lives as a result of a review of our operational fleet. See further discussion in Note 4.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Impairment of Investments in Unconsolidated Affiliates — We perform regular reviews of each investee’s financial condition,
the business outlook for its products and services, and its present and projected results and cash flows. When an investee has
experienced consistent declines in financial performance or difficulties raising capital to continue operations, and when we expect
the decline to be other-than-temporary, the investment is written down to fair value. Actual results may vary from estimates due
to the uncertainty regarding the projected financial performance of investees, the severity and expected duration of declines in
value, and the available liquidity in the capital markets to support the continuing operations of the investees in which we have
investments. We did not recognize any impairment charges related to our investments in unconsolidated affiliates in fiscal years
2014, 2013 and 2012.

Other Assets — In addition to the intangible assets discussed above, other assets primarily include debt issuance costs of
$11.4 million and $11.2 million as of March 31, 2014 and 2013, respectively, which are being amortized over the life of the related
debt, deferred tax assets of $17.6 million and $11.6 million as of March 31, 2014 and 2013, respectively, and contract acquisition
costs of $15.2 million and $9.7 million as of March 31, 2014 and 2013, respectively, related to the SAR contracts in the U.K. and
a client contract in Norway, which are recoverable under the contracts and will be expensed over the terms of the contracts.

Contingent Liabilities — We establish reserves for estimated loss contingencies when we believe a loss is probable and the
amount of the loss can be reasonably estimated. Our contingent liability reserves relate primarily to potential tax assessments,
litigation, personal injury claims and environmental liabilities. Income for each reporting period includes revisions to contingent
liability reserves resulting from different facts or information which become known or circumstances which change and affect our
previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information which becomes
known or circumstances that change after the reporting date for the previous period through the reporting date of the current period.
Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter.
Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued
estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized.

Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized in gain (loss)
on disposal of assets when we have received proof of loss documentation or are otherwise assured of collection of these amounts.

Deferred Sale Leaseback Advance — As of March 31, 2014, we had $166.3 million included in deferred sale leaseback
advance — current ($136.9 million) and long-term ($29.4 million) — included in other liabilities and deferred credits on our
consolidated balance sheet. During fiscal year 2014, we received payment of approximately $106.1 million for progress payments
we had previously made on seven aircraft under construction and we assigned any future payments due on these construction
agreements to the purchaser. As we have the obligation and intent to lease the aircraft back from the purchaser upon completion,
we recorded a liability equal to the cash received and payments made by the purchaser during fiscal year 2014 totaling $60.2
million, with a corresponding increase to construction in progress. We will continue to increase both construction in progress and
deferred sale leaseback advance — current or long-term until we lease the aircraft, at which time the construction in progress and
the liabilities will be removed from our consolidated balance sheet.

Revenue Recognition — In general, we recognize revenue when it is both realized or realizable and earned. We consider
revenue to be realized or realizable and earned when the following conditions exist: there is persuasive evidence of an arrangement,
generally a client contract exists; the services or products have been performed or delivered to the client; the sales price is fixed
or determinable; and collection has occurred or is probable. More specifically, revenue from helicopter services is recognized
based on contractual rates as the related services are performed. The charges under these contracts are generally based on a two-
tier rate structure consisting of a daily or monthly fixed fee plus additional fees for each hour flown. These contracts are for varying
periods and generally permit the client to cancel the contract before the end of the term. We also provide services to clients on an
“ad hoc” basis, which usually entails a shorter contract notice period and duration. The charges for ad hoc services are based on
an hourly rate or a daily or monthly fixed fee plus additional fees for each hour flown. In order to offset potential increases in
operating costs, our long-term contracts may provide for periodic increases in the contractual rates charged for our services. We
recognize the impact of these rate increases when the criteria outlined above have been met. This generally includes written
recognition from the clients that they are in agreement with the amount of the rate escalation. Cost reimbursements from clients
are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on our consolidated
statements of income.

Bristow Academy primarily earns revenue from military training, flight training provided to individual students and ground
school courses. We recognize revenue from these sources using the same revenue recognition principles described above as services
are provided. We consider revenue to be realized or realizable and earned when the following conditions exist: there is persuasive
evidence of an arrangement (generally a contract exists); the services have been performed or delivered to the client or student;
the sales price is fixed and determinable; and collection has occurred or is probable.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Eastern Airways primarily earns revenue through charter and scheduled airline services and provision of airport services.
Both chartered and scheduled revenue is recognized net of passenger taxes and discounts. Revenue is recognized at the earlier of
the period in which the service is provided or the period in which the right to travel expires which is determined by the terms and
conditions of the ticket. Ticket sales are recorded in a forward sales account within deferred income until recognized as revenue
in accordance with the above policy. Airport services revenue is recognized when earned.

Pension Benefits — See Note 10 for a discussion of our accounting for pension benefits.

Maintenance and Repairs — We generally charge maintenance and repair costs, including major aircraft component overhaul
costs, to earnings as the costs are incurred. However, certain major aircraft components, such as engines and transmissions, are
maintained by third-party vendors under contractual agreements. Under these agreements, we are charged an agreed amount per
hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under
these contractual agreements are recognized in the period in which the flight hours occur. To the extent that we have not yet been
billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on our consolidated
balance sheets. From time to time, we receive credits from our original equipment manufacturers as settlement for additional labor
and maintenance expense costs incurred for aircraft performance issues. We record these credits as a reduction in maintenance
expense when the credits are utilized in lieu of cash payments for purchases or services. The cost of certain major overhauls on
fixed-wing aircraft operated by Eastern Airways are capitalized when incurred and depreciated over the period until the next
expected major overhaul.

Taxes — We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and
liabilities are determined based upon temporary differences between the carrying amount and tax basis of our assets and liabilities
and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on
deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change
occurs. We record a valuation reserve when we believe that it is more likely than not that any deferred income tax asset created
will not be realized.

In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that
some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in which such temporary differences become deductible.

We recognize tax benefits attributable to uncertain tax positions when it is more-likely-than-not that a tax position will be
sustained upon examination by the authorities. The benefit from a position that has surpassed the more-likely-than-not threshold
is the largest amount of benefit that is more than 50% likely to be realized upon settlement. We recognize interest and penalties
accrued related to unrecognized tax benefits as a component of provision for income taxes.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Foreign Currency — In preparing our financial statements, we must convert all non-U.S. dollar currencies to U.S. dollars.
Balance sheet information is presented based on the exchange rate as of the balance sheet date, and statement of income information
is presented based on the average exchange rate for the period. The various components of stockholders’ investment are presented
at their historical average exchange rates. The resulting difference after applying the different exchange rates is the currency
translation adjustment. Foreign currency transaction gains and losses are recorded in other income (expense), net and result from
the effect of changes in exchange rates on transactions denominated in currencies other than a company’s functional currency,
including transactions between consolidated companies. An exception is made where an intercompany loan or advance is deemed
to be of a long-term investment nature, in which instance foreign currency transaction gains or losses are included as currency
translation adjustments and are reported in stockholders’ investment as accumulated other comprehensive gains or losses. Changes
in exchange rates could cause significant changes in our financial position and results of operations in the future.

As a result of changes in exchange rates, we recorded foreign currency transaction losses of approximately $3.7 million and
$1.1 million during fiscal years 2014 and 2013, respectively, and foreign currency transaction gains of $0.4 million during fiscal
year 2012. Our earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency
exchange rates on the reported results of our unconsolidated affiliates. During fiscal years 2014, 2013 and 2012, earnings from
unconsolidated affiliates, net of losses, were decreased by $3.9 million, $3.9 million and $8.1 million, respectively, as a result of
the impact of changes in foreign currency exchange rates on the results of our unconsolidated affiliates, primarily the impact of
changes in the Brazilian real and U.S. dollar exchange rate on results for our affiliate in Brazil.

Derivative Financial Instruments — See Note 7 for a discussion of our accounting for derivative financial instruments.

Incentive Compensation — See Note 10 for a discussion of our accounting for incentive compensation arrangements.

Extinguishment of Debt — Extinguishment of debt includes $14.9 million in redemption premium and fees as a result of the

early redemption of the 7 ½% Senior Notes due 2017 (“7 ½% Senior Notes”) during fiscal year 2013 as discussed in Note 5.

Other Income (Expense), Net — The amounts for fiscal years 2014, 2013 and 2012 include the foreign currency transaction
gains and losses described under “Foreign Currency” above. Other income (expense), net in fiscal year 2014 also includes a gain
of $1.1 million for the sale of intellectual property. Other income (expense), net in fiscal years 2013 and 2012 did not include any
other significant items.

Recent Accounting Pronouncement

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance on the presentation
of reclassifications of items out of accumulated other comprehensive income. This guidance amends existing guidance by requiring
that additional information be disclosed about items reclassified out of accumulated other comprehensive income. The additional
information includes separately stating the total change for each component of other comprehensive income (for example unrealized
gains or losses on available-for-sale securities or foreign currency items) and separately disclosing both current-period other
comprehensive income and reclassification adjustments. Entities are also required to present, either on the face of the statement
of income or in the notes to the financial statements, significant amounts reclassified out of accumulated other comprehensive
income as separate line items of net income but only if the entire amount reclassified must be reclassified to net income in the
same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity must cross-
reference to other disclosures that provide additional detail about those amounts. This pronouncement was effective for interim
and annual periods beginning after December 15, 2012. We adopted this pronouncement for our fiscal year 2014 beginning April
1, 2013, and it did not have an impact on our financial statements.

In July 2013, the FASB issued accounting guidance relating to the presentation of unrecognized tax benefits. The intent is
to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from
the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This
pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do
not believe adoption of this new guidance will have a significant impact on our consolidated financial statements.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 2 — ACQUISITION

On February 6, 2014, Bristow Helicopters Limited (“Bristow Helicopters”) acquired a 60% interest in the privately owned
Eastern Airways for cash of £27 million ($44 million) with possible earn out consideration of up to £6 million ($10 million) to be
paid over a three year period based on the achievement of specified financial performance thresholds. In addition, Bristow
Helicopters entered into agreements with the other stockholders of Eastern Airways that grant Bristow Helicopters the right to buy
all of their Eastern Airways shares (and grant them the right after seven years to require Bristow Helicopters to buy all of their
shares) and include transfer restrictions and other customary provisions. Eastern Airways is a regional fixed wing operator based
at Humberside Airport located in North Lincolnshire, England with both charter and scheduled services targeting U.K. oil and gas
industry transport. We believe this investment will strengthen Bristow Helicopters’ ability to provide a complete suite of point to
point transportation services for existing European based passengers, expand helicopter services in certain areas like the Shetland
Islands and create a more integrated logistics solution for global clients.

The following table summarizes the consolidated assets and liabilities of Eastern Airways as of February 6, 2014 (in

thousands):

Current assets ........................................
Property and equipment ........................
Goodwill................................................
Prepaid expenses and other assets.........
Total assets ............................................

Current liabilities, including debt..........
Long-term debt, less current maturities
Other long-term liabilities .....................
Total liabilities.......................................
Temporary equity ..................................
Net assets...............................................

21,117
63,391
26,479
20,474
131,461

(37,644)
(20,400)
(8,239)
(66,283)
(21,139)
44,039

Eastern Airways contributed $21.2 million of operating revenue during fiscal year 2014 and is included in our Europe business
unit. The earn-out consideration will be included as general and administrative expense in our consolidated statements of income
as earned.

We apply the provisions of Accounting Standards Codification 805, Business Combinations (“ASC 805”), in the accounting
for our business acquisitions. ASC 805 requires companies to separately recognize goodwill from the assets acquired and liabilities
assumed, which are at their acquisition date fair values. Goodwill as of the acquisition date represents the excess of the purchase
price over the fair values of the assets acquired and the liabilities assumed. We recognized $26.5 million of goodwill as a result
of the acquisition. The goodwill recorded as part of this acquisition primarily reflects the value of offering a complete suite of
point to point transportation services for our clients, synergies expected to arise from the combined entities, as well as any intangible
assets that do not qualify for separate recognition.

We use significant estimates and assumptions, including fair value estimates, to determine fair value of assets acquired and
liabilities assumed and, when applicable, the related useful lives of the acquired assets as of the business combination date. The
fair value measurements were primarily based on significant inputs that are not observable in the market, other than certain financial
assets and liabilities that were acquired or assumed in the acquisition. The market approach, which indicates value for a subject
asset based on available market pricing for comparable assets, was utilized to estimate the fair value for certain of Eastern Airways’
land and buildings, aircraft and spare parts inventory. The market approach used includes prices and other relevant information
generated by market transactions involving comparable assets, as well as pricing guides and other sources. We considered the
current market for the assets, the maintenance condition of the assets and the expected proceeds from the sale of the assets, among
other factors. As a result we have classified these assets in Level 3 in the fair value hierarchy. For those financial assets and
liabilities which utilized observable inputs we have classified these amounts in Level 2.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income approach was primarily used to value intangible assets, including client relationships, certain internally used
software, and the Eastern Airways trade name, as well as noncontrolling interest. The income approach indicates value for a subject
asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a
required market rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The fair values
associated with these assets and liabilities have been classified in Level 3 in the fair value hierarchy.

The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent
economic utility, was used, as appropriate, for certain assets for which the market and income approaches could not be applied
due to the nature of the asset. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the asset,
less an allowance for loss in value due to depreciation. Assets valued using the cost approach have been classified in Level 3 in
the fair value hierarchy.

See Note 6 for additional description of the fair value measurement.

Temporary equity represents the third-party noncontrolling interests in Eastern Airways. The third-party noncontrolling
interest holders hold a written put option, which will allow them to sell their noncontrolling interest to Bristow Helicopters at any
time after the end of the seventh year after acquisition. In addition to the written put option, Bristow Helicopters holds a perpetual
call option to acquire the noncontrolling interest at any time. Under each of these alternatives, the exercise price will be based on
a contractually defined multiple of cash flows formula (“Redemption Value”), which is not a fair value measurement, and is payable
in cash. As the written put option is redeemable at the option of the noncontrolling interest holders, and not solely within Bristow
Helicopters control, the noncontrolling interest in Eastern Airways is classified as temporary equity between the stockholders’
investment and liabilities sections of the consolidated balance sheets. The initial carrying amount of the noncontrolling interest is
the fair value of the noncontrolling interest as of the acquisition date.

The noncontrolling interest is adjusted each period for comprehensive income and dividends attributable to the noncontrolling
interest and changes in Bristow Helicopters’ ownership interest in Eastern Airways, if any. An additional adjustment to the carrying
value of the noncontrolling interest may be required if the Redemption Value exceeds the current carrying value. Changes in the
carrying value of the noncontrolling interest related to a change in the Redemption Value will be recorded against permanent equity
and will not affect net income. While there is no impact on net income, the redeemable noncontrolling interest will impact our
calculation of earnings per share. Utilizing the two-class method, we will adjust the numerator of the earnings per share calculation
to reflect the changes in the excess, if any, of the noncontrolling interest's Redemption Value over the greater of (1) the noncontrolling
interest carrying amount or (2) the fair value of the noncontrolling interest on a quarterly basis.

The following is a rollforward of the temporary equity related to Eastern Airways for the year ended March 31, 2014 (in

thousands):

Acquisition of Eastern Airways ...................................................................
Noncontrolling interest expense ..................................................................
Currency translation.....................................................................................
Balance – end of fiscal year .........................................................................

21,139
671
473
22,283

The summary pro forma condensed consolidated financial information presented below for the fiscal years ended March
31, 2014 and 2013 give effect to the acquisition of Eastern Airways as if it had occurred at the beginning of the periods presented.
The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The pro
forma net income has been adjusted to reflect depreciation and amortization expense as if those adjustments had been applied on
April 1, 2012. The summary pro forma condensed consolidated financial information is for informational purposes only and does
not purport to represent what our consolidated results of operation actually would have been if the acquisition of Eastern Airways
had occurred at any date, and such data does not purport to project our results of operations for any future period.

Gross revenue............................................................................................. $1,761,390
Net income .................................................................................................
188,921

$1,625,832

144,136

Fiscal Year Ended March 31,

2014

2013

(in thousands)
(unaudited)

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES

VIEs

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

As of March 31, 2014, we had interests in three VIEs of which we are the primary beneficiary, which are described below,

and had no interests in VIEs of which we are not the primary beneficiary.

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

In addition to our ownership of 49% of Bristow Aviation’s outstanding ordinary shares, in May 2004, we acquired eight
million shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per
share ($14.4 million in total). We also have £91.0 million ($151.7 million) principal amount of subordinated unsecured loan stock
(debt) of Bristow Aviation bearing interest at an annual rate of 13.5% and payable semi-annually. Payment of interest on such debt
has been deferred since its incurrence in 1996. Deferred interest accrues at an annual rate of 13.5% and aggregated $1.3 billion as
of March 31, 2014.

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

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

Furthermore, the call option provides a mechanism whereby the economic risk for the other investors is limited should the
financial condition of Bristow Aviation deteriorate. The call option price is the nominal value of the ordinary shares held by the
noncontrolling shareholders (£1.0 million as of March 31, 2014) plus an annual guaranteed rate of return less any prepayments of
such call option price and any dividends paid on the shares concerned. We can elect to pre-pay the guaranteed return element of
the call option price wholly or in part without exercising the call option. No dividends have been paid. We have accrued the annual
return due to the other shareholders at a rate of sterling LIBOR plus 3% (prior to May 2004, the rate was fixed at 12%) by recognizing
noncontrolling interest expense on our consolidated statements of income, with a corresponding increase in noncontrolling interest
on our consolidated balance sheets. Prepayments of the guaranteed return element of the call option are reflected as a reduction
in noncontrolling interest on our consolidated balance sheets. The other investors have an option to put their shares in Bristow
Aviation to us. The put option price is calculated in the same way as the call option price except that the guaranteed rate for the
period to April 2004 was 10% per annum. If the put option is exercised, any pre-payments of the call option price are set off against
the put option price.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Changes in the balance for the noncontrolling interest associated with Bristow Aviation are as follows (in thousands):

Balance – beginning of fiscal year .................................................................................. $ 1,492
(57)
Payments to noncontrolling interest shareholders...........................................................
57
Noncontrolling interest expense ......................................................................................
Currency translation ........................................................................................................
153
Balance – end of fiscal year............................................................................................. $ 1,645

2014

2013
$ 1,577
(63)
60
(82)
$ 1,492

2012
$ 1,582
(63)
62
(4)
$ 1,577

Fiscal Year Ended March 31,

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

March 31,

2014

2013

Assets

Cash and cash equivalents ............................................................................ $
Accounts receivable......................................................................................
Inventories ....................................................................................................
Prepaid expenses and other current assets ....................................................
Total current assets ................................................................................
Investment in unconsolidated affiliates ........................................................
Property and equipment, net .........................................................................
Goodwill .......................................................................................................
Other assets...................................................................................................

Total assets............................................................................................. $

173,490
311,641
94,288
45,791
625,210
1,414
217,969
41,218
45,477
931,288

93,227
240,861
100,115
20,575
454,778
9,092
157,066
12,810
26,575
660,321

Liabilities

Accounts payable.......................................................................................... $
Accrued liabilities.........................................................................................
Deferred taxes...............................................................................................
Current maturities of long-term debt ............................................................
Total current liabilities...........................................................................
Long-term debt, less current maturities ........................................................
Accrued pension liabilities ...........................................................................
Other liabilities and deferred credits.............................................................
Deferred taxes...............................................................................................
Temporary equity..........................................................................................

182,892
1,405,401
3,588
9,664
1,601,545
172,391
86,824
2,252
13,062
22,283
Total liabilities....................................................................................... $ 1,898,357

128,591
1,214,209
7,907
448
1,351,155
138,147
126,647
1,755
—
—
$ 1,617,704

Revenue......................................................................................................... $ 1,324,483
49,061
Operating income (loss) ................................................................................
Net income (loss) (1) ......................................................................................
113,974

2014

Fiscal Year Ended March 31,
2013
$ 1,161,988
58,587
(115,281)

2012
$ 1,044,060
(16,543)
(151,707)

_____________

(1)

Includes a gain of $67.9 million, after tax, on the sale of the FB Entities as discussed under "Other Significant Affiliates — Unconsolidated
— FB Entities" below.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Bristow Helicopters Nigeria Ltd. — Bristow Helicopters Nigeria Ltd. (“BHNL”) is a joint venture in Nigeria in which Bristow
Helicopters owns a 40% interest, unrelated local Nigerian partners together own a 39% interest, a Nigerian company owned 100%
by Nigerian employees owns a 19% interest and an employee trust fund owns a remaining 2% interest as of March 31, 2014.
BHNL provides helicopter services to clients in Nigeria.

In order to be able to bid competitively for our services in the Nigerian market, we were required to identify local citizens
to participate in the ownership of entities domiciled in the region. However, these owners do not have extensive knowledge of the
aviation industry and have historically deferred to our expertise in the overall management and day-to-day operation of BHNL
(including the establishment of operating and capital budgets and strategic decisions regarding the potential expansion of BHNL’s
operations). We have also historically provided subordinated financial support to BHNL and will need to continue to do so unless
and until BHNL acquires sufficient equity to permit itself to finance its activities without that additional support from us. As we
have the power to direct the most significant activities affecting the economic performance and ongoing success of BHNL and
hold a variable interest in the entity in the form of our equity investment and working capital infusions, we consolidate BHNL as
the primary beneficiary. The employee-owned Nigerian entity referenced above purchased its 19% interest in BHNL in December
2013 with proceeds from a loan received from BGI Aviation Technical Services Nigeria Limited, a wholly-owned subsidiary of
Bristow Aviation. We consolidate the employee-owned Nigerian entity under the accounting rules and eliminate the loan in
consolidation.

BHNL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the

amounts for Bristow Aviation and its subsidiaries presented in the tables above.

Pan African Airlines Nigeria Ltd. — Pan African Airlines Nigeria Ltd. (“PAAN”) is a joint venture in Nigeria with local

partners in which we own an interest of 50.17%. PAAN provides helicopter services to clients in Nigeria.

The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN,
setting of operating and capital budgets and strategic decisions regarding the potential expansion of PAAN’s operations. Throughout
the history of PAAN, our representation on the board and our secondment to PAAN of its managing director has enabled us to
direct the key operational decisions of PAAN (without objection from the other board members). We have also historically provided
subordinated financial support to PAAN. As we have the power to direct the most significant activities affecting the economic
performance and ongoing success of PAAN and hold a variable interest in the form of our equity investment and working capital
infusions, we consolidate PAAN as the primary beneficiary. However, as long as we own a majority interest in PAAN, the separate
presentation of financial information in a tabular format for PAAN is not required.

Other Significant Affiliates — Consolidated

In addition to the VIEs discussed above, we consolidate the less than 100% owned entities described below.

Eastern Airways — See discussion in Note 2.

Aviashelf Aviation Co. — Bristow Aviation has a 48.5% interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter
company. Additionally, we own 51% of two U.K. joint venture companies, Bristow Helicopters Leasing Ltd. and Sakhalin Bristow
Air Services Ltd. These two U.K. companies lease aircraft to Aviashelf which holds the client contracts for our Russian operations.
Aviashelf is consolidated based on the ability of certain consolidated subsidiaries of Bristow Aviation to control the vote on a
majority of the shares of Aviashelf, rights to manage the day to day operations of the company which were granted under a
shareholders’ agreement, and our ability to acquire an additional 8.5% interest in Aviashelf under a put/call option agreement.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Significant Affiliates — Unconsolidated

We have investments in other significant unconsolidated affiliates as described below.

Cougar — In early October 2012, we purchased 40 newly issued Class B shares (the “Class B Shares”) in the capital of
Cougar Helicopters Inc. (“Cougar”), the largest offshore energy and SAR helicopter service provider in Canada, and certain aircraft,
facilities and inventory used by Cougar in its operations, for $250 million. $23.8 million had been previously paid for an aircraft
and certain other advances, resulting in a net cash outlay of $226.2 million. Cougar’s operations are primarily focused on serving
the offshore oil and gas industry off Canada’s Atlantic coast and in the Arctic. The operating assets purchased include eight Sikorsky
S-92 large helicopters, inventory and helicopter passenger, maintenance and SAR facilities located in St. John’s, Newfoundland
and Labrador and Halifax, Nova Scotia. The purchased aircraft and facilities are leased to Cougar on a long-term basis. The Class
B Shares represent 25% of the voting power and 40% of the economic interests in Cougar. In addition to the $257.8 million initial
cash consideration, which includes $7.8 million in transaction costs, the terms of the purchase agreement include a potential earn-
out of $40 million payable over three years based on Cougar achieving certain agreed performance targets. During fiscal year
2014, the first year earn-out payment of $6.0 million was paid as Cougar achieved agreed performance targets. The fair value of
the earn-out is $31.3 million and $35.6 million as of March 31, 2014 and 2013, respectively, and is included in other accrued
liabilities and other liabilities and deferred credits on our consolidated balance sheet. The investment in Cougar is accounted for
under the equity method. As of March 31, 2014 and 2013, the investment in Cougar was $61.6 million and $60.5 million,
respectively, and is included on our consolidated balance sheet in investment in unconsolidated affiliates. Due to timing differences
in our financial reporting requirements, we record our share of Cougar’s financial results in earnings from unconsolidated affiliates
on a three-month delay.

FB Entities — As of March 31, 2013, we owned a 50% interest in each of FBS Limited, FB Heliservices Limited and FB
Leasing Limited, collectively referred to as the FB Entities, U.K. corporations which principally provide pilot training, maintenance
and support services to the British military under a contract that runs through March 2016 with two possible one year extensions.
On July 14, 2013, we sold our 50% interest in the FB Entities for £74.0 million, or approximately $112.2 million. We recorded a
pre-tax gain on sale of unconsolidated affiliate of $103.9 million during fiscal year 2014 on our consolidated statements of income.
The FB Entities were accounted for under the equity method prior to July 14, 2013.

Líder — We own a 42.5% economic interest in Líder Táxi Aéreo S.A. (“Líder”), the largest provider of helicopter and
executive aviation services in Brazil. Líder’s fleet has 57 helicopters and 29 fixed wing aircraft (including owned and managed
aircraft). Líder also leases 11 aircraft from us to provide helicopter services to its clients. Líder is accounted for under the equity
method.

In November 2013, under this amnesty law, Líder made a payment of 62.7 million Brazilian reais ($27.0 million) for the
period from 2005 through 2012. The total amount due for payment in full according to the amnesty law was 93.3 million Brazilian
reais ($40.2 million), but was reduced by existing tax assets for prior tax losses of 30.6 million Brazilian reais ($13.2 million). As
a result of this additional tax expense, our earnings from unconsolidated affiliates were reduced by $17.1 million during fiscal
year 2014. In addition to the November 2013 tax assessment, Líder also recorded tax accruals in December 2013 for expected
payments for 2013 for these same taxes on offshore earnings which further reduced our equity earnings in Líder by $2.2 million
during fiscal year 2014. Additionally, during the three months ended March 31, 2014, we recorded an increase in our equity earnings
in Líder by $1.7 million related to lower tax charges for Líder than accrued during the three months ended December 31, 2013.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

PAS — We have a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and
fixed wing transportation to the offshore energy industry in Egypt. Additionally, spare fixed wing capacity is chartered to tourism
operators. PAS owns 45 aircraft. PAS is accounted for under the cost method as we are unable to exert significant influence over
its operations.

Other — Historically, in addition to the expansion of our business through purchases of new and used aircraft, we have also
established new joint ventures with local partners or purchased significant ownership interests in companies with ongoing helicopter
operations, particularly in countries where we have no operations or our operations are limited in scope, and we continue to evaluate
similar opportunities which could enhance our operations. Where we believe that it is probable that an equity method investment
will result, the costs associated with such investment evaluations are deferred and included in investment in unconsolidated affiliates
on the consolidated balance sheets. For each investment evaluated, an impairment of deferred costs is recognized in the period in
which we determine that it is no longer probable an equity method investment will result. As of March 31, 2014 and 2013, we had
no amounts in investment in unconsolidated affiliates in the process of being evaluated.

Our percentage ownership and investment balances for the unconsolidated affiliates are as follows:

March 31,

2014

2013

2014

2013

(In thousands)

Cost Method:

PAS........................................................................................

25%

25% $

6,286

Equity Method:

Cougar (1) ...............................................................................
FB Entities (2) .........................................................................
Líder (1) ..................................................................................
Other ......................................................................................
Total..............................................................................................

40%
—%
42.5%

40%
50%

61,570
—
42.5% 193,345
1,414
$ 262,615

60,517
8,569
196,078
673
$ 272,123

_____________

(1) We had a 25% voting interest in Cougar and under 20% voting interest in Líder as of March 31, 2014 and 2013.

(2) We sold our 50% interest in the FB entities in July 2013.

Earnings from unconsolidated affiliates were as follows (in thousands):

Fiscal Year Ended March 31,

2014

2013

2012

Dividends from entities accounted for under the cost method:

PAS ............................................................................................................................... $ 4,043
—
Other .............................................................................................................................
4,043

28
—
28

$ 2,060
337
2,397

Earnings, net of losses, from entities accounted for under the equity method:

Cougar...........................................................................................................................
FB Entities ....................................................................................................................
Líder..............................................................................................................................
Other .............................................................................................................................

1,053
3,217
2,898
1,498
8,666
Total ..................................................................................................................................... $ 12,709

(736)
10,517
14,762
499
25,042
$ 25,070

—
11,014
(3,280)
548
8,282
$ 10,679

We received $10.3 million, $16.2 million and $14.1 million of dividends from our investments accounted for under the equity

method for fiscal years 2014, 2013 and 2012, respectively.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of combined financial information of our unconsolidated affiliates accounted for under the equity method is

set forth below (in thousands):

March 31,

2014

2013

(Unaudited)
Current assets ................................................................................................... $ 216,345
440,470
Non-current assets............................................................................................
Total assets................................................................................................ $ 656,815
Current liabilities ............................................................................................. $ 171,604
274,907
Non-current liabilities ......................................................................................
210,304
Equity...............................................................................................................
Total liabilities and equity ........................................................................ $ 656,815

(Unaudited)
$ 262,741
553,562
$ 816,303
$ 197,121
369,059
250,123
$ 816,303

(Unaudited)
Revenue ............................................................................................................ $ 632,832
Gross profit....................................................................................................... $ 132,760
21,728
Net income ....................................................................................................... $

(Unaudited)
$ 578,175
$ 126,007
57,712
$

(Unaudited)
$ 526,216
95,508
$
23,926
$

Fiscal Year Ended March 31,

2014

2013

2012

Note 4 — PROPERTY AND EQUIPMENT AND ASSETS HELD FOR SALE

Property and Equipment

During fiscal years 2014, 2013 and 2012, we made capital expenditures as follows:

Fiscal Year Ended March 31,

2014

2013

2012

Number of aircraft delivered:

Medium ...........................................................................
Large ...............................................................................
Fixed Wing ......................................................................
Total aircraft .............................................................

10
11
—
21

2
17
—
19

1
9
1
11

Capital expenditures (in thousands):

Aircraft and related equipment (1) .................................... $ 563,724
64,889
Other ................................................................................
Total capital expenditures (2) .................................... $ 628,613

$ 504,329
67,096
$ 571,425

$ 304,484
21,936
$ 326,420

_____________

(1) During fiscal years 2014, 2013 and 2012, respectively, we spent $529.4 million, $312.7 million and $260.6 million on construction in

progress which primarily represents progress payments on aircraft to be delivered in future periods.

(2) During fiscal year 2013, we paid $190.9 million for aircraft and facilities used by Cougar.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, the following tables present details on the aircraft sold or disposed of and impairments on assets held for sale:

Fiscal Year Ended March 31,

2014

2013

2012

(In thousands, except for number of
aircraft)

Number of aircraft sold or disposed of (1) ...........................
46
Proceeds from sale or disposal of assets (1)......................... $ 289,951
Gain (loss) from sale or disposal of assets (2)...................... $
6,092

27
$ 314,847
3,708
$

38
$ 239,843
$ (5,392)

19
Number of aircraft impaired ...............................................
Impairment charges on aircraft held for sale (3) .................. $ (6,814) $ (4,362) $ (26,278)

_____________

(1) During fiscal years 2014, 2013 and 2012, respectively, 14, 11 and 9 of these aircraft were leased back of which $246.4 million, $255.8 million and

$171.2 million was received in proceeds.

(2)

The disposal of aircraft in fiscal year 2012 included the disposal of nine AS332L large aircraft for $28.9 million, realizing a loss of $5.6 million. See
discussion of impairment of held for sale AS332Ls under “Assets Held for Sale” below.

(3) Additionally, in fiscal year 2013 we recorded a gain related to four large aircraft reclassified from held for sale to aircraft and equipment as they were
returned to operational status as a result of the issues associated with the Airbus Helicopters EC225 Super Puma helicopters discussed in Note 8 and
reversed previously recorded impairment charges of $8.7 million.

The following items impacted property and equipment during fiscal year 2014:

•

In March 2014, we had a fire in our Port Harcourt, Nigeria aircraft hangar. Two aircraft were damaged and $11.1
million of inventory spare parts were destroyed. The aircraft hangar was partially damaged. We wrote off $11.1
million of inventory destroyed in the fire, which was offset by a receivable recorded of $11.1 million for insurance
proceeds.

• We received payment of approximately $106.1 million for progress payments we had previously made on seven
aircraft under construction and we assigned any future payments due on these construction agreements to the
purchaser. As we have the obligation and intent to lease the aircraft back from the purchaser upon completion, we
recorded a liability equal to the cash received and payments made by the purchaser during fiscal year 2014 totaling
$60.2 million, with a corresponding increase to construction in progress. See Note 1 for further details on the deferred
sale leaseback advance.

• We transferred 36 aircraft to held for sale, reducing property and equipment by $51.6 million.

The following items impacted property and equipment during fiscal year 2013:

• We received proceeds from insurance recoveries of $4.7 million, recording a gain of $2.8 million in gain (loss) on

disposal of assets on our consolidated statement of income and included in the table above.

• We transferred 16 aircraft to held for sale, reducing property and equipment by $13.9 million.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following items impacted property and equipment during fiscal year 2012:

• We recorded an impairment charge of $2.7 million related to two medium aircraft our management intends to sell
prior to the previously estimated life of the aircraft. This impairment charge is included in depreciation and
amortization expense on the consolidated statement of income.

• We recorded an impairment charge of $2.7 million resulting from the abandonment of certain assets located in Creole,
Louisiana and used in our U.S. Gulf of Mexico operations as we ceased operations from that location. This impairment
charge is included in depreciation and amortization expense on the consolidated statement of income.

• We recorded a $1.1 million loss on the disposal of one fixed wing aircraft previously operating in Nigeria that was
damaged in an incident upon landing. The aircraft was insured, but subject to self-insured retention and loss sensitive
factors. The $1.1 million loss is included as a reduction in gain (loss) on disposal of assets on our consolidated
statement of income.

• We transferred 21 aircraft to held for sale, reducing property and equipment by $30.2 million.

Assets Held for Sale

As of March 31, 2014 and 2013, respectively, we had 16 and 7 aircraft, totaling $29.3 million and $8.3 million classified as
held for sale. We recorded impairment charges of $6.8 million, $4.4 million and $26.3 million to reduce the carrying value of 11,
10 and 19 aircraft held for sale during fiscal years 2014, 2013 and 2012, respectively. These impairment charges are included as
a reduction in gain (loss) on disposal of assets in the consolidated statements of income.

The impairment charges recorded in fiscal year 2012 include a charge of $23.3 million related to two AS332Ls included as
part of the sale of the AS332Ls discussed under “Property and Equipment” above, but where title did not transfer prior to March 31,
2012, and five other AS332Ls held for sale. This impairment was triggered as a result of losses realized on the sale of similar
aircraft in fiscal year 2012.

Note 5 — DEBT

Debt as of March 31, 2014 and 2013 consisted of the following (in thousands):

March 31,

2014

6 ¼% Senior Notes due 2022 .................................................................................... $ 450,000
226,604
Term Loan .................................................................................................................
3% Convertible Senior Notes due 2038, including $5.1 million and $8.8 million

109,904
of unamortized discount, respectively ...................................................................
24,000
Revolving Credit Facility ..........................................................................................
29,911
Eastern Airways debt.................................................................................................
883
Other debt ..................................................................................................................
841,302
Total debt ..............................................................................................................
Less short-term borrowings and current maturities of long-term debt .................
(14,207)
Total long-term debt ............................................................................................. $ 827,095

2013
$ 450,000
230,625

106,196
—
—
448
787,269
(22,323)
$ 764,946

6 ¼% Senior Notes due 2022 — On October 12, 2012, we completed an offering of $450 million of 6 ¼% Senior Notes due
2022 (the “6 ¼% Senior Notes”). The 6 ¼% Senior Notes are unsecured senior obligations and rank effectively junior in right of
payment to all our existing and future secured indebtedness, rank equal in right of payment with our existing and future senior
unsecured indebtedness and rank senior in right of payment to any of our existing and future subordinated indebtedness. The
6 ¼% Senior Notes are jointly and severally guaranteed on a senior unsecured basis by certain of our U.S. subsidiaries (the
“Guarantor Subsidiaries”). The indenture for the 6 ¼% Senior Notes includes restrictive covenants which limit, among other things,
our ability to incur additional debt, issue disqualified stock, pay dividends, repurchase stock, invest in other entities, sell assets,
incur additional liens or security, merge or consolidate the Company and enter into transactions with affiliates. Interest on the 6
¼% Senior Notes is payable on April 15 and October 15 of each year, beginning April 15, 2013, and the 6 ¼% Senior Notes mature
on October 15, 2022. We may redeem any of the 6 ¼% Senior Notes at any time on or after October 15, 2017, in whole or part,
in cash, at certain redemption prices plus accrued and unpaid interest, if any, to the date of redemption. At any time prior to
October 15, 2015, we may redeem up to 35% of the aggregate principal amount of the 6 ¼% Senior Notes issued under the indenture
with the net proceeds of certain equity offerings at a redemption price equal to 106.25% of the principal amount of the 6 ¼%
Senior Notes plus accrued and unpaid interest, if any, to the date of redemption. We may make that redemption only if, after the
94

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

redemption, at least 65% of the aggregate principal amount of the 6 ¼% Senior Notes issued under the indenture remains outstanding.
In addition, at any time prior to October 15, 2017, we may redeem all, but not less than all, of the 6 ¼% Senior Notes at a redemption
price equal to the principal amount plus an applicable premium and accrued and unpaid interest, if any, to the redemption date.
We incurred financing fees of $7.4 million, that are included as deferred financing fees in other assets in the consolidated balance
sheets which we will amortize as interest expense in the consolidated statements of income over the life of the 6 ¼% Senior Notes.

In April and May 2014, we redeemed $11.3 million of the 6 ¼% Senior Notes at 107.75% plus accrued interest for a total

of $12.2 million.

Revolving Credit Facility and Term Loan — On November 22, 2010, we entered into a $375 million amended and restated
revolving credit and term loan agreement (“Amended and Restated Credit Agreement”), which included a five-year, $175 million
revolving credit facility (with a subfacility of $30 million for letters of credit) (“Revolving Credit Facility”) and a five-year, $200
million term loan (“Term Loan”) (together, our “Credit Facilities”). Proceeds from the Term Loan and the borrowings under the
Revolving Credit Facility were used primarily to redeem the 6 1/8% Senior Notes due 2013 during fiscal year 2011.

On December 22, 2011, we entered into the first amendment to the Amended and Restated Credit Agreement (the “First
Amendment”). The First Amendment (a) increased the commitments under the Revolving Credit Facility from $175 million to
$200 million, (b) increased our Term Loan borrowings from $200 million to $250 million, (c) extended the maturity date of the
Revolving Credit Facility and Term Loan from November 2015 to December 2016 and (d) reduced the applicable margins and
commitment fees with respect to the Revolving Credit Facility and Term Loan. Proceeds from the $50 million increase of the Term
Loan were used to pay off other borrowings at higher interest rates and for general corporate purposes. Borrowings under the Term
Loan are payable in quarterly installments and commenced on December 30, 2011, with $133.8 million due in December 2016.

As amended by the First Amendment, borrowings under the Revolving Credit Facility bear interest at an interest rate equal
to, at our option, either the Base Rate or LIBOR (or EURIBO, in the case of Euro-denominated borrowings) plus the applicable
margin. “Base Rate” means the higher of (1) the prime rate and (2) the Federal Funds rate plus 0.50% per annum. The applicable
margin for borrowings ranges from 0.00% to 2.25%, depending on whether the Base Rate or LIBOR is used, and is determined
based on our leverage ratio pricing grid. In addition, we are required to pay fees on the daily unused amount of the Revolving
Credit Facility in an amount per annum equal to an applicable percentage, which ranges from 0.25% to 0.50% and is determined
based on our leverage ratio pricing grid. Fees owed on the letters of credit issued under the Revolving Credit Facility are equal to
the applicable margin for LIBOR borrowings. The interest rate was 1.91% and 2.21% as of March 31, 2014 and 2013, respectively.

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

Simultaneously with the closing of the 364-Day Credit Agreement described below, we entered into the second amendment

to our Amended and Restated Credit Agreement, dated as of October 1, 2012 (the “Second Amendment”).

The Second Amendment amended the Amended and Restated Credit Agreement in order to, among other things, permit the
granting of liens by the Company and the Guarantors subsidiaries in favor of the lenders under the 364-Day Credit Agreement on
a pari passu secured basis with the liens granted in favor of the lenders under the Amended and Restated Credit Agreement.

On April 29, 2013, we entered into the third amendment to the Amended and Restated Credit Agreement (the “Third
Amendment”). The Third Amendment (a) increased the commitments under the Revolving Credit Facility from $200 million to
$350 million and (b) extended the maturity date of the Revolving Credit Facility and the Term Loan from December 2016 to April
2018.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On March 14, 2014, we entered into the fourth amendment to the Amended and Restated Credit Agreement (the “Fourth
Amendment”). The Fourth Amendment, among other things, extended the maturity date of the Revolving Credit Facility and the
Term Loan from April 2018 to April 2019.

During fiscal year 2014, we had borrowings of $528.6 million and made payments of $504.6 million under the Revolving
Credit Facility. Additionally, we paid $3.5 million to reduce our borrowings under the Term Loan. As of March 31, 2014, we had
$0.5 million in letters of credit outstanding.

3% Convertible Senior Notes due 2038 — In June 2008, we completed the sale of $115 million of 3% Convertible Senior
Notes due 2038 (the “3% Convertible Senior Notes”). These notes are unsecured senior obligations and rank effectively junior in
right of payment to our existing and future secured indebtedness, rank equal in right of payment to all of our existing and future
unsecured senior debt and rank senior in right of payment to any of our existing and future subordinated indebtedness. The 3%
Convertible Senior Notes are guaranteed by the Guarantor Subsidiaries. Interest is paid on the 3% Convertible Senior Notes on
June 15 and December 15 of each year. The notes are convertible, under certain circumstances, using a net share settlement process,
into a combination of cash and our common stock (“Common Stock”). As of March 31, 2014, the base conversion price of the
notes was approximately $74.05, based on the base conversion rate of 13.5048 shares of Common Stock per $1,000 principal
amount of convertible notes (subject to adjustment in certain circumstances, including the payment of dividends). In general, upon
conversion of a note, the holder will receive cash equal to the principal amount of the note and Common Stock to the extent of
the note’s conversion value in excess of such principal amount. In addition, if at the time of conversion the applicable price of our
Common Stock exceeds the base conversion price, holders will receive up to an additional 8.7781 shares of our Common Stock
per $1,000 principal amount of notes, as determined pursuant to a specified formula.

The notes will mature on June 15, 2038 and may not be redeemed by us prior to June 15, 2015, after which they may be
redeemed at 100% of principal amount plus accrued and unpaid interest. Holders of the 3% Convertible Senior Notes may require
us to repurchase any or all of their notes for cash on June 15, 2015, 2020, 2025, 2030 and 2035, or in the event of a fundamental
change, as defined in the indenture for the 3% Convertible Senior Notes (including the delisting of our Common Stock and certain
change of control transactions), at a price equal to 100% of the principal amount plus accrued and unpaid interest. If a holder elects
to convert its notes in connection with certain fundamental changes occurring prior to June 15, 2015, we will increase the applicable
conversion rate by a specified number of additional shares of Common Stock. As of March 31, 2014, the if-converted value of the
3% Convertible Senior Notes did not exceed the principal balance.

Accounting standards require that convertible debt instruments which may be settled in cash upon conversion (including
partial cash settlement) be accounted for with a liability component based on the fair value of a similar nonconvertible debt
instrument and an equity component based on the excess of the initial proceeds from the convertible debt instrument over the
liability component. Such excess represents proceeds related to the conversion option and are recorded as additional paid-in capital.
The liability is recorded at a discount, which is then amortized as additional non-cash interest expense over the convertible debt
instrument’s remaining life to the first put date. The balances of the debt and equity components as of each period presented are
as follows (in thousands):

Equity component – net carrying value ..................................................................... $ 14,905
Debt component:

March 31,
2014

March 31,
2013
$ 14,905

Face amount due at maturity............................................................................... $ 115,000
Unamortized discount.........................................................................................
(5,096)
Debt component – net carrying value................................................................. $ 109,904

$ 115,000
(8,804)
$ 106,196

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The remaining debt discount is being amortized into interest expense over the expected remaining life of the 3% Convertible
Senior Notes to June 2015 (the first put date) using the effective interest rate. The effective interest rate for each of fiscal years
2014, 2013 and 2012 was 6.9%. Interest expense related to our 3% Convertible Senior Notes was as follows (in thousands):

Contractual coupon interest ................................................................................ $ 3,450
3,708
Amortization of debt discount ............................................................................
Total interest expense .................................................................................. $ 7,158

2014

2013
$ 3,450
3,597
$ 7,047

2012
$ 3,450
3,380
$ 6,830

Fiscal Year Ended
March 31,

Eastern Airways — In February 2014, we acquired a 60% interest in Eastern Airways as discussed in Note 2. Eastern
Airways’ outstanding debt includes interest bearing term loans and borrowings of $29.9 million as of March 31, 2014. The
borrowings primarily relate to purchases of aircraft and inventory and have a term of 2 to 10 years and bear interest at LIBOR
plus a margin of 2.5% to 3.5%. The interest rate on the term loans was between 3.6% and 5.0% (including LIBOR) as of March
31, 2014 with either monthly or quarterly principal payments. The term loans have customary covenants, including certain financial
covenants.

7 ½% Senior Notes due 2017 — On June 13 and November 13, 2007, we completed offerings totaling $350 million of 7 ½
% Senior Notes due 2017 (the “7 ½% Senior Notes”). $50 million of the 7 ½% Senior Notes were issued for a premium of $0.6
million, which was being amortized over the life of the notes as a reduction of interest expense.

On September 25, 2012, we commenced a cash tender offer (the “Tender Offer”) for any and all of the $350 million outstanding
principal amount of the 7 ½% Senior Notes. Pursuant to the Tender Offer, we offered to purchase for cash any and all of such 7
½% Senior Notes validly tendered on or prior to the expiration date of the Tender Offer for tender offer consideration of up to
$1,041.50 per $1,000 principal amount as provided in the terms of the Tender Offer. In connection with the Tender Offer, we were
also seeking consents to eliminate substantially all of the restrictive covenants included in the 7 ½% Senior Notes indenture. The
aggregate consideration paid to repurchase $338.1 million face amount of the outstanding 7 ½% Senior Notes in the Tender Offer
was approximately $352.0 million. Additionally, on November 30, 2012, we redeemed all $11.9 million of the remaining outstanding
7 ½% Senior Notes at a redemption premium of 1.0375%. As a result of the tender and redemption completed during fiscal year
2013, we incurred $14.9 million in premium and fees, which is included as extinguishment of debt on our consolidated statement
of income, and we wrote-off $2.6 million of unamortized deferred financing fees, which is included in interest expense on our
consolidated statement of income.

364-Day Term Loan Credit Facility — On October 1, 2012, we entered into a senior secured 364-day term loan credit
agreement (the “364-Day Credit Agreement”) which provided for a $225 million term loan (the “364-Day Term Loan”). Proceeds
from the 364-Day Term Loan were used to finance the purchase of the Class B Shares of Cougar and certain aircraft, facilities and
inventory used by Cougar in its operations. See Note 3 for further discussion.

The 364-Day Term Loan bore interest at a rate equal to, at our option, either the Base Rate or LIBOR plus, in each case, an
applicable margin. “Base Rate” means the higher of (1) the per annum rate the administrative agent publicly announces as its prime
lending rate in effect from time to time and (2) the Federal Funds rate plus 0.50% per annum. The applicable margin ranged from
0.00% to 2.25%, depending on whether the Base Rate or LIBOR was used, and was determined based on our leverage ratio pricing
grid. The 364-Day Term Loan was scheduled to mature on September 30, 2013.

In connection with the 364-Day Credit Agreement, we incurred financing fees of $2.9 million. During fiscal year 2013, we
made payments of $225.0 million to repay the entire balance of our 364-Day Term Loan. Due to the early payments made on the
364-Day Term Loan, we wrote-off $2.1 million of unamortized deferred financing fees, which is included in interest expense on
our consolidated statement of income.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Debt — During fiscal year 2013, Aviashelf borrowed $0.5 million from a commercial bank on a line of credit. During
fiscal year 2014, Aviashelf borrowed $3.6 million against the line of credit and made payments of $3.1 million. As of March 31,
2014, the interest rate for the line of credit was 11.8%.

Other Matters — Aggregate annual maturities (which excludes unamortized discount of $5.1 million) for all debt for the

next five fiscal years and thereafter are as follows (in thousands):

Fiscal year ending March 31

2015......................................................................................................................................... $ 14,207
16,721
2016.........................................................................................................................................
25,176
2017.........................................................................................................................................
26,623
2018.........................................................................................................................................
30,191
2019.........................................................................................................................................
734,042
Thereafter ................................................................................................................................
$ 846,960

Interest paid in fiscal years 2014, 2013 and 2012 was $38.4 million, $25.9 million and $37.8 million, respectively. Capitalized

interest was $14.1 million, $6.6 million and $5.0 million in fiscal years 2014, 2013 and 2012, respectively.

Note 6 — FAIR VALUE DISCLOSURES

Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the

observability of the inputs employed in the measurement, as follows:

• Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 – inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for
similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability;
or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3 – unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine
fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably
available.

Non-recurring Fair Value Measurements

The majority of our non-financial assets, which include inventories, property and equipment, goodwill and other intangible
assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-
financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded
as its fair value.

See Note 2 for details on the fair values related to the Eastern Airways acquisition.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the assets as of March 31, 2014, which are valued at fair value on a non-recurring basis (in

thousands):

Inventories...................................................... $
Assets held for sale ........................................

Total assets.............................................. $

— $
—
— $

50,505
16,050
66,555

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
March 31, 2014
50,505
16,050
66,555

— $
—
— $

Total Loss for
Fiscal Year
2014
(12,669)
(6,814)
(19,483)

The following table summarizes the assets as of March 31, 2013, which are valued at fair value on a non-recurring basis (in

thousands):

Aircraft and equipment ............................................... $
Assets held for sale .....................................................

Total assets........................................................... $

— $
—
— $

14,385
1,600
15,985

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
March 31, 2013
14,385
1,600
15,985

— $
—
— $

Total Gain
(Loss) for
Fiscal Year
2013

8,722
(4,362)
4,360

The fair value of inventories using Level 2 inputs is determined by evaluating the current economic conditions for sale and
disposal of spare parts, which includes estimates as to the recoverability of the carrying value of the parts based on historical
experience with sales and disposal of similar spare parts, the expected timeframe of sales or disposals, the location of the spare
parts to be sold and the condition of the spare parts to be sold or otherwise disposed of. See Note 1 for further discussion of the
impairment of inventories. The $6.8 million loss on assets held for sale for fiscal year 2014 related to 11 aircraft and the $4.4
million loss on assets held for sale for fiscal year 2013 related to 10 aircraft.

The $8.7 million gain in aircraft and equipment for fiscal year 2013 related to four large AS332L aircraft reclassified from
held for sale to aircraft and equipment where we reversed previously recorded impairment charges. The fair value of these aircraft
using Level 2 inputs is determined through evaluation of expected sales proceeds for aircraft. This analysis includes estimates
based on historical experience with sales, recent transactions involving similar assets, quoted market prices for similar assets and
condition and location of aircraft to be sold or otherwise disposed of.

Recurring Fair Value Measurements

The following table summarizes the financial instruments we had as of March 31, 2014, which are valued at fair value on a

recurring basis (in thousands):

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
March 31, 2014
—
—

— $
— $

31,322
31,322

$
$

31,322
31,322

Balance Sheet
Classification
Other assets

Other liabilities
and deferred credits

Rabbi Trust investments ............................... $
Total assets............................................. $

6,599
6,599

$
$

Contingent consideration (1) .......................... $
Total liabilities....................................... $

— $
— $

_____________

(1) Relates to our investment in Cougar (see Note 3).

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the financial instruments we had as of March 31, 2013, which are valued at fair value on a

recurring basis (in thousands):

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
March 31, 2013
4,837
4,837

— $
— $

35,625
35,625

$
$

35,625
35,625

Balance Sheet
Classification
Other assets

Other liabilities
and deferred credits

Rabbi Trust investments................................ $
Total assets............................................. $

4,837
4,837

$
$

Contingent consideration (1) .......................... $
Total liabilities ....................................... $

— $
— $

_____________

(1) Relates to an investment in Cougar (see Note 3).

The rabbi trust investments consist of cash and mutual funds whose fair value is based on quoted prices in active markets
for identical assets, and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to our
non-qualified deferred compensation plan for our senior executives as discussed in Note 10.

The following table provides a rollforward of the contingent consideration liability Level 3 fair value measurements during

fiscal year 2014 (in thousands):

Contingent consideration:

Balance as of March 31, 2013 .......................................................................................... $
Change in fair value of contingent consideration .....................................................
Payment of Cougar first year earn-out ......................................................................
Balance as of March 31, 2014 .......................................................................................... $

35,625
1,697
(6,000)
31,322

Significant
Unobservable
Inputs (Level 3)

We assess the estimated fair value of the contractual obligation to pay the contingent consideration on a quarterly basis and
any changes in estimated fair value are recorded as accretion expense included in depreciation and amortization on our consolidated
statements of income. Fluctuations in the fair value of contingent consideration are impacted by two unobservable inputs,
management's estimate of the probability of Cougar achieving certain agreed performance targets and the estimated discount rate.
As of March 31, 2014 and 2013, the discount rate approximated 4% for the contingent consideration related to Cougar.

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

March 31,

2014

2013

Carrying
Value

6 ¼% Senior Notes.......................................................................... $ 450,000
226,604
Term Loan.......................................................................................
109,904
3% Convertible Senior Notes..........................................................
24,000
Revolving Credit Facility................................................................
29,911
Eastern Airways debt ......................................................................
883
Other debt........................................................................................
$ 841,302

Fair Value
$ 477,000
226,604
142,382
24,000
29,911
883
$ 900,780

Carrying
Value
$ 450,000
230,625
106,196
—
—
448
$ 787,269

Fair Value
$ 484,875
230,625
131,819
—
—
448
$ 847,767

Other

The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying value

due to the short-term nature of these items.

100

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 7 — DERIVATIVE FINANCIAL INSTRUMENTS

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

The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines
how the change in fair value of the derivative instrument will be reflected in the consolidated financial statements. A derivative
qualifies for hedge accounting if, at inception, the derivative is expected to be highly effective in offsetting the hedge’s underlying
cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging
activities are fulfilled at the time we enter into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge,
or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative
will change in tandem with its fair value. Changes in fair value, for the effective portion of qualifying hedges, are recorded in
accumulated other comprehensive loss. The derivative’s gain or loss is released from accumulated other comprehensive loss to
match the timing of the effect on earnings of the hedge’s underlying cash flows.

We review the effectiveness of our hedging instruments on a quarterly basis. We recognize current period hedge ineffectiveness
immediately in earnings, and we discontinue hedge accounting for any hedge that we no longer consider to be highly effective.
Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in
current period earnings. Upon termination of cash flow hedges, we release gains and losses from accumulated other comprehensive
loss based on the timing of the underlying cash flows, unless the termination results from the failure of the intended transaction
to occur in the expected timeframe. Such an untimely occurrence requires us to immediately recognize in earnings gains and losses
previously recorded in accumulated other comprehensive loss.

None of our derivative instruments contain credit-risk-related contingent features. Counterparties to our derivative contracts

are high credit quality financial institutions.

We entered into forward contracts during fiscal years 2012 and 2011 to mitigate our exposure to exchange rate fluctuations
on our euro-denominated aircraft purchase commitments, which were designated as cash flow hedges for accounting purposes.
We had no open forward contracts relating to euro-denominated aircraft purchase commitments as of March 31, 2014 and 2013.
We had six open forward contracts as of March 31, 2011, which had rates ranging from 1.3153 U.S. dollars per euro to 1.3267
U.S. dollars per euro. These contracts had an underlying notional value of between €5,000,000 and €7,000,000, for a total of
€34,300,871, with the first contract having expired in May 2011 and the last in June 2011. During the three months ended June 30,
2011, we entered into an additional open forward contract at a rate of 1.418 U.S. dollars per euro with an underlying notional value
of €13,826,241 that expired in July 2011. As of March 31, 2011, an unrecognized gain on these contracts of $2.2 million, net of
tax, was included as a component of accumulated other comprehensive loss. No gains or losses relating to forward contracts were
recognized in our consolidated statements of income for fiscal years 2014, 2013 and 2012.

Information on the location and amounts of derivative gains and losses on the consolidated balance sheet and the consolidated

statement of income as of and for fiscal year 2012 is as follows (in thousands):

Derivatives in
Cash Flow
Hedging
Relationships ...
Foreign
currency
forward
contracts....... $
$

Amount of
Gain (Loss)
Recognized in
Other
Comprehensive
Income
(“OCI”) on
Derivative
(Effective
Portion)

Location of Gain (Loss)
Reclassified from
Accumulated OCI into
Income (Effective
Portion)

Amount of
Gain (Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)

Location of Gain (Loss)
Recognized in Income on
Derivative (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)

Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion and
Amount
Excluded from
Effectiveness
Testing)

Other income (expense),
net ....................................

(2,150)
(2,150)

$
$

101

Other income (expense),
net ....................................

—
—

$
$

—
—

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8 — COMMITMENTS AND CONTINGENCIES

Aircraft Purchase Contracts — As shown in the table below, we expect to make additional capital expenditures over the
next five fiscal years to purchase additional aircraft. As of March 31, 2014, we had 43 aircraft on order and options to acquire an
additional 55 aircraft. Although a similar number of our existing aircraft may be sold during the same period, the additional aircraft
on order will provide incremental fleet capacity in terms of revenue and operating income. As discussed in Note 1, we were awarded
a contract to provide SAR services for all of the U.K. The SAR configured aircraft on order in the table below are intended to
service this contract.

Commitments as of March 31, 2014: (1)

Number of aircraft:

Medium ................................................................................
Large (2).................................................................................
SAR configured....................................................................

Related expenditures (in thousands)(3)

Fiscal Year Ending March 31,

2015

2016

2017

2018 and
beyond

Total

10
13
5
28

—
6
6
12

—
3
—
3

—
—
—
—

10
22
11
43

Medium and large................................................................. $ 373,755
106,704
SAR configured....................................................................
$ 480,459

$ 89,741
99,690
$ 189,431

$ 37,587
—
$ 37,587

— $
—
— $

501,083
206,394
707,477

Options as of March 31, 2014: (2)

Number of aircraft:

Medium ................................................................................
Large (2).................................................................................

—
—
—

7
8
15

7
14
21

7
12
19

21
34
55

Related expenditures (in thousands)(3) ................................. $ 88,831

$ 350,145

$ 422,100

$ 263,043

$ 1,124,119

_________

(1)

(2)

(3)

Signed client contracts are in place that will utilize 19 of these aircraft.

Five large aircraft on order and seven large aircraft under options expected to enter service between fiscal years 2016 and 2019 are subject to the successful
development and certification of the aircraft.

Includes progress payments on aircraft scheduled to be delivered in future periods.

The following chart presents an analysis of our aircraft orders and options during fiscal years 2014, 2013 and 2012:

Beginning of fiscal year.......................................................................
Aircraft delivered............................................................................
Aircraft ordered ..............................................................................
New options ....................................................................................
Exercised options............................................................................
Expired options...............................................................................
Orders assigned subject to leaseback (1)..........................................
End of fiscal year.................................................................................
___________

Fiscal Year Ended March 31,

2014

2013

2012

Orders
45
(21)
18
—
8
—
(7)
43

Options
70
—
—
—
(8)
(7)
—
55

Orders
15
(8)
26
—
12
—
—
45

Options
40
—
—
42
(12)
—
—
70

Orders
6
(9)
13
—
7
—
(2)
15

Options
31
—
—
31
(7)
(15)
—
40

(1) During fiscal years 2014 and 2012, respectively, we transferred our interest in seven and two aircraft previously ordered in return for $106.1 million and

$23.4 million in progress payments previously paid on these aircraft.

We periodically purchase aircraft for which we have no order.

102

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Operating Leases — We have non-cancelable operating leases in connection with the lease of certain equipment, land and
facilities, including leases for aircraft. Rental expense incurred under all operating leases, except for those with terms of a month
or less that were not renewed, was $105.8 million, $67.4 million and $46.0 million in fiscal years 2014, 2013 and 2012, respectively,
which includes rental expense incurred under operating leases for aircraft of $83.5 million, $46.8 million and $27.9 million,
respectively. As of March 31, 2014, aggregate future payments under all non-cancelable operating leases that have initial or
remaining terms in excess of one year, including leases for 61 aircraft, are as follows (in thousands):

Fiscal year ending March 31,

2015..................................................................................................................... $ 94,796
87,937
2016.....................................................................................................................
83,372
2017.....................................................................................................................
66,071
2018.....................................................................................................................
44,149
2019.....................................................................................................................
44,376
Thereafter ............................................................................................................
$ 420,701

$ 9,482
7,711
6,675
5,596
5,343
39,899
$ 74,706

$ 104,278
95,648
90,047
71,667
49,492
84,275
$ 495,407

Aircraft

Other

Total

We are using a financing strategy whereby we utilize operating leases to a larger extent than in the past. As part of this
operating lease strategy, in fiscal years 2014 and 2013, respectively, we sold 14 and 11 aircraft for $246.4 million and $255.8
million, respectively, and entered into 14 and 11 separate agreements to lease these aircraft back. Additionally, in fiscal year 2014,
we received payment of approximately $106.1 million for progress payments we had previously made on seven aircraft under
construction and we assigned any future payments due on these construction agreements to the purchaser. We have the obligation
and intent to lease the aircraft back from the purchaser upon completion. See Note 1 for further details.

The aircraft leases range from base terms of five to 84 months with renewal options of up to 108 months in some cases,
include purchase options upon expiration and some include early purchase options. The leases contain terms customary in
transactions of this type, including provisions that allow the lessor to repossess the aircraft and require us to pay a stipulated amount
if we default on our obligations under the agreements. These leases are included in the amounts disclosed above. The following
is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year:

End of Lease Term
Fiscal year 2015 to fiscal year 2016 ........................................................
Fiscal year 2017 to fiscal year 2019 ........................................................
Fiscal year 2020 to fiscal year 2024 ........................................................

Number
of Aircraft
9
26
26
61

Monthly Lease Payment
(in thousands)

1,023
4,264
2,751
8,038

Employee Agreements — Approximately 52% of our employees are represented by collective bargaining agreements and/
or unions. These agreements generally include annual escalations of up to 12%. Periodically, certain groups of our employees who
are not covered by a collective bargaining agreement consider entering into such an agreement.

During fiscal year 2014, we recognized $2.9 million in severance expense included in direct costs and general and
administrative expense in our North America business unit primarily as a result of our planned closure of our Alaska operations.
During fiscal years 2014 and 2013, we recognized $2.1 million and $2.2 million, respectively, in compensation expense included
in direct cost related to severance costs as a result of the termination of two separate contracts in the Southern North Sea. Also,
during fiscals year 2014, 2013 and 2012, we recognized approximately $2.9 million, and $2.0 million, and $2.3 million, respectively,
in compensation expense (including expenses recorded for the acceleration of unvested stock options and restricted stock), included
in general and administrative expense, related to the separation between us and officers. We also have employee agreements with
other members of senior management. For further details on the retirement of our President and Chief Executive Officer, see Note
10.

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

103

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Environmental Contingencies — The U.S. Environmental Protection Agency, also referred to as the EPA, has in the past
notified us that we are a potential responsible party, or PRP, at three former waste disposal facilities that are on the National
Priorities List of contaminated sites. Under the federal Comprehensive Environmental Response, Compensation and Liability Act,
also known as the Superfund law, persons who are identified as PRPs may be subject to strict, joint and several liability for the
costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites.
Although we have not yet obtained a formal release of liability from the EPA with respect to any of the sites, we believe that our
potential liability in connection with the sites is not likely to have a material adverse effect on our business, financial condition or
results of operations.

Other Purchase Obligations — As of March 31, 2014, we had $55.0 million of other purchase obligations representing
unfilled purchase orders for aircraft parts, commitments associated with upgrading facilities at our bases and non-cancelable power-
by-the-hour maintenance commitments.

Other Matters — Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims

have been covered by insurance subject to deductible, self-insured retention and loss sensitive factors.

On October 5, 2012, a Bell 407 helicopter operated by a U.S. subsidiary of ours was involved in an accident in which the
pilot was fatally injured. There were no other passengers onboard. We are currently working with authorities in their investigation.

On October 22, 2012, an incident occurred with an Airbus Helicopters EC225 Super Puma helicopter operated by another
helicopter company, which resulted in a controlled ditching of the aircraft on the North Sea, south of the Shetland Isles,
U.K. Following the ditching, all 19 passengers and crew were recovered safely and without injuries.

This incident resulted in the CAAs in the U.K. and Norway issuing safety directives in October 2012, requiring operators
to suspend operations of the affected aircraft and our cessation of operations a total of sixteen large Airbus Helicopters aircraft for
a period of time pending determination of the root cause of the gear shaft failure that resulted in the incident. The gear shaft has
been redesigned and, in April 2014, Airbus Helicopters advised us that the European Aviation Safety Authority (the “EASA”) has
certified the new shaft with the expectation that the global oil and gas fleet will have the new shaft installed in the next twelve
months. However, in July 2013 the EASA issued an airworthiness directive providing for interim solutions involving minor aircraft
modifications and new maintenance/operating procedures for mitigating shaft failure and enhancing early detection which allows
the EC225 to safely fly without the new shaft. We commenced return to operational service of our EC225 fleet in the third quarter
of fiscal year 2014. We currently operate 20 of these aircraft including 14 owned and six leased aircraft. Nine of the 11 aircraft in
the U.K. have returned to service with another two aircraft expected to return to service in the first quarter of fiscal year 2014
which will be fitted with the new shafts. Three aircraft in Norway are currently back in operation. Five aircraft have returned to
service in Australia and another aircraft is expected to return to service in June. Until the fleet is again fully operational and under
commercial arrangements similar to before the operational suspension, this situation could have a material adverse effect on our
future business, financial condition and results of operations.

On August 23, 2013, an AS332L2, operated by another helicopter company in our industry, ditched near Sumburgh Airport
in the U.K. resulting in the loss of four lives. To date, the investigation has not found any evidence of a technical fault and the
ongoing work by the U.K. Air Accidents Investigation Branch continues to focus on the operational aspects of the flight.

Following the August 2013 accident and in conjunction with two other helicopter operators in the U.K., we have established
a Joint Operator’s Review of Safety to review current processes, procedures and equipment in order to identify best practice in
the offshore helicopter industry, with a view to further enhancing safety for our clients and crew. Bristow Helicopters also separately
participated in a United Kingdom Parliamentary Inquiry on helicopter safety (the “Inquiry”) which commenced November 6, 2013
with written submissions made on December 20, 2013 and oral hearings held January 27, 2014. We expect an official Inquiry
report to be issued in the coming months.

One safety directive, which will go into effect on September 1, 2014, will restrict seating capacity on some aircraft in the
North Sea until new breathing systems are available or side floats are installed. Further requirements, will be implemented over
the next 12 months, including operational restrictions when sea states are above a certain prescribed level, or the flight prohibition
of individuals whose size exceeds the dimensions of emergency egress windows.

104

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On October 27, 2012, in the course of routine operations, a Bell 206 operated by a subsidiary of ours, performed a controlled
sea ditching in Nigeria. All four people on board were uninjured and safe and the aircraft has been recovered. We are currently
working with authorities in their investigation.

On January 21, 2014, in the course of a routine pilot training maneuver, a Schweizer 300CBi operated by Bristow Academy,
experienced a rollover damaging the aircraft. Both individuals on board the aircraft were uninjured. We are currently working
with authorities in their investigation.

In March 2014, we had a fire in our Port Harcourt, Nigeria aircraft hangar. Two aircraft were damaged and $11.1 million
of inventory spare parts were destroyed. The aircraft hangar was partially damaged. We wrote off $11.1 million of inventory
destroyed in the fire, which was offset by a receivable recorded of $11.1 million for insurance proceeds. The repairs required on
the aircraft and the hangar are insured and therefore will have no impact on our results in future periods.

We are a defendant in certain claims and litigation arising out of operations in the normal course of business. In the opinion

of management, uninsured losses, if any, will not be material to our financial position, results of operations or cash flows.

Note 9 — TAXES

The components of deferred tax assets and liabilities are as follows (in thousands):

March 31,

2014

2013

Deferred tax assets:

Foreign tax credits......................................................................................... $
Net operating losses ......................................................................................
Accrued pension liability ..............................................................................
Maintenance and repair .................................................................................
Accrued equity compensation .......................................................................
Deferred revenue...........................................................................................
Employee award programs............................................................................
Employee payroll accruals ............................................................................
Other..............................................................................................................
Valuation allowance......................................................................................

Total deferred tax assets......................................................................... $

17,628
15,627
18,531
12,674
11,627
2,124
6,289
4,845
3,188
(6,896)
85,637

10,483
—
29,951
10,291
11,607
2,212
4,237
4,494
6,348
—
79,623

Deferred tax liabilities:

Property and equipment ................................................................................ $ (205,104) $ (189,482)
(11,068)
Inventories.....................................................................................................
(11,681)
Investment in unconsolidated affiliates.........................................................
—
Employee programs ......................................................................................
(6,912)
Other..............................................................................................................
Total deferred tax liabilities ................................................................... $ (232,135) $ (219,143)
Net deferred tax liabilities .................................................................................... $ (146,498) $ (139,520)

(6,956)
(8,985)
(1,895)
(9,195)

Companies may use foreign tax credits to offset the U.S. income taxes due on income earned from foreign sources. However,
the credit that may be claimed for a particular taxable year is limited by the total income tax on the U.S. income tax return as well
as by the ratio of foreign source net income in each statutory category to total net income. The amount of creditable foreign taxes
available for the taxable year that exceeds the limitation (i.e.; “excess foreign tax credits”) may be carried back one year and
forward ten years. We have $17.6 million of excess foreign tax credits as of March 31, 2014, of which $6.6 million will expire in
fiscal year 2021, $3.9 million will expire in fiscal year 2022, $0.2 million will expire in fiscal year 2023 and $6.9 million will
expire in fiscal year 2024.

We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of
the appropriate character in the future and in the appropriate taxing jurisdictions. As of March 31, 2014, valuation allowances
totaled $6.9 million for operating loss carryforwards. The increase in the valuation allowance of $6.9 million in fiscal year 2014
resulted primarily from foreign losses.

105

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of income before provision for income taxes for fiscal years 2014, 2013 and 2012 are as follows (in

thousands):

Fiscal Year Ended March 31,

Domestic ............................................................................................................... $ (14,357) $
Foreign..................................................................................................................
259,348
Total...................................................................................................................... $ 244,991

2014

2013
2,472
164,205
$166,677

2012
$ (1,100)
80,542
$ 79,442

The provision for income taxes for fiscal years 2014, 2013 and 2012 consisted of the following (in thousands):

Current:

Domestic........................................................................................................ $ 36,872
33,939
Foreign...........................................................................................................
$ 70,811

1,638
26,275
$ 27,913

27
23,059
$ 23,086

Deferred:

Fiscal Year Ended March 31,

2014

2013

2012

Domestic........................................................................................................ $ (6,646) $
Foreign...........................................................................................................

(6,953)
$ (13,599) $

1,619
5,470
7,089
$ 35,002

1,658
(10,543)
$ (8,885)
$ 14,201

Total...................................................................................................................... $ 57,212

The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the provision for income taxes

is shown below:

Statutory rate...................................................................................................
Net foreign tax on non-U.S. earnings .............................................................
Foreign earnings indefinitely reinvested abroad.............................................
Change in valuation allowance.......................................................................
Foreign earnings that are currently taxed in the U.S. .....................................
Effect of reduction in U.K. corporate income tax rate....................................
Dividend inclusion as a result of internal realignment ...................................
Benefit of prior year foreign tax credits .........................................................
Benefit of current year foreign tax credits......................................................
Tax reserve release..........................................................................................
Other, net ........................................................................................................
Effective tax rate......................................................................................

Fiscal Year Ended March 31,

2014
35.0 %
11.8 %
(18.9)%
1.8 %
4.1 %
(1.2)%
1.1 %
— %
(5.2)%
(0.7)%
(4.4)%
23.4 %

2013
35.0 %
14.4 %
(28.4)%
— %
4.6 %
(1.7)%
— %
— %
(5.5)%
— %
2.6 %
21.0 %

2012
35.0 %
20.4 %
(26.3)%
— %
5.9 %
(2.3)%
16.6 %
(5.3)%
(9.8)%
(7.7)%
(8.6)%
17.9 %

Effective March 31, 2012, we completed an internal restructuring to provide more flexibility with internal cash requirements.
As a result of this restructuring, we recognized tax expense of $13.2 million related to a dividend. This tax cost was partially offset
by a change from a deduction of foreign taxes paid to credit for fiscal years 2012 and 2011 of $11.5 million. During February
2012, a foreign tax jurisdiction issued a favorable response to a ruling request that permitted release of a $12.6 million tax reserve.

Fiscal years 2014, 2013 and 2012 include a benefit due to the revaluation of our deferred taxes as a result of the enactment

of tax rate reductions in the U.K. of $2.9 million, $2.9 million and $1.8 million, respectively, effective April 1 of each year.

In August 2008, certain of our existing and newly created subsidiaries completed intercompany leasing transactions involving
eleven aircraft. The tax benefit of this transaction is being recognized over the remaining useful life of the assets, which is
approximately 13 years. During each of the fiscal years 2014, 2013 and 2012, this transaction resulted in a $2.9 million reduction
in our consolidated provision for income taxes.

106

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our operations are subject to the jurisdiction of multiple tax authorities, which impose various types of taxes on us, including
income, value added, sales and payroll taxes. Determination of taxes owed in any jurisdiction requires the interpretation of related
tax laws, regulations, judicial decisions and administrative interpretations of the local tax authority. As a result, we are subject to
tax assessments in such jurisdictions including the re-determination of taxable amounts by tax authorities that may not agree with
our interpretations and positions taken. The following table summarizes the years open by jurisdiction as of March 31, 2014:

Jurisdiction
U.S. ...................................................................................................... Fiscal year 2012 to present
U.K....................................................................................................... Fiscal year 2012 to present
Nigeria.................................................................................................. Fiscal year 2005 to present
Trinidad................................................................................................ Fiscal year 2005 to present

Years Open

The effects of a tax position are recognized in the period in which we determine that it is more-likely-than-not (defined as
a more than 50% likelihood) that a tax position will be sustained upon examination, including resolution of any related appeals or
litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition
threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being recognized upon ultimate
settlement.

We have analyzed filing positions in the federal, state and foreign jurisdictions where we are required to file income tax
returns for all open tax years. We believe that the settlement of any tax contingencies would not have a significant impact on our
consolidated financial position, results of operations and/or liquidity. In fiscal years 2014, 2013 and 2012, we had a net (benefit)
provision of $(1.5) million, $0.1 million and $(10.4) million, respectively, of reserves for tax contingencies primarily related to
non-U.S. income tax on foreign leasing operations. Our policy is to accrue interest and penalties associated with uncertain tax
positions in our provision for income taxes. In fiscal years 2014, 2013 and 2012, $0.1 million, $0.1 million and $0.2 million,
respectively, in interest and penalties were accrued in connection with uncertain tax positions.

As of March 31, 2014 and 2013, we had $0.2 million and $1.7 million, respectively, of unrecognized tax benefits, all of

which would have an impact on our effective tax rate, if recognized.

The activity associated with our unrecognized tax benefit during fiscal years 2013 and 2012 is as follows (in thousands):

Unrecognized tax benefits – beginning of fiscal year................................................................... $ 1,710
129
Increases for tax positions taken in prior years.............................................................................
(1,434)
Decreases for tax positions taken in prior years............................................................................
(218)
Decrease related to settlements with authorities ...........................................................................
187
Unrecognized tax benefits – end of fiscal year ............................................................................. $

2014

2013
1,523
348
(161)
—
1,710

Fiscal Year Ended
March 31,

Unremitted foreign earnings reinvested abroad upon which U.S. income taxes have not been provided aggregated
approximately $679.3 million and $553.8 million as of March 31, 2014 and 2013, respectively. No accrual of income tax has been
made for fiscal years 2014 and 2013 related to these indefinitely reinvested earnings as there was no plan in place to repatriate
any of these foreign earnings to the U.S. as of the end of the fiscal year. Withholding taxes, if any, upon repatriation would not be
significant.

We receive a tax benefit that is generated by certain employee stock benefit plan transactions. This benefit is recorded directly
to additional paid-in-capital on our consolidated balance sheets and does not reduce our effective income tax rate. The tax benefit
for fiscal years 2014, 2013 and 2012 totaled approximately $5.7 million, $0.5 million and $0.4 million, respectively.

As of March 31, 2012, we fully utilized our U.S. federal net operating losses that were generated in previous years. In fiscal
year 2014, we added a $6.9 million valuation allowance against a loss carryforward related to foreign losses. During fiscal years
2014 through 2012, we recorded deferred tax assets related to direct and indirect foreign tax credits. As of March 31, 2014, we
had $17.6 million of deferred tax assets relating to foreign tax credits that will expire in fiscal year 2024.

Income taxes paid during fiscal years 2014, 2013 and 2012 were $59.1 million, $24.1 million and $19.0 million, respectively.

107

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 10 — EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

The Bristow Group Inc. Employee Savings and Retirement Plan (“Bristow Plan”) covers Bristow Group Inc., Bristow U.S.
LLC, Bristow Panama Inc. and Bristow Alaska Inc. employees. Under the Bristow Plan, we match each participant’s contributions
up to 3% of the employee’s compensation. In addition, under the Bristow Plan, we contribute an additional 3% of the employee’s
compensation at the end of each calendar year.

Bristow Helicopters and Bristow International Aviation (Guernsey) Limited (“BIAGL”) have a defined contribution plan.

This defined contribution plan replaced the defined benefit pension plans described below for future accrual.

Our contributions to our defined contribution plans were $12.7 million, $10.9 million and $10.7 million for fiscal years

2014, 2013 and 2012, respectively.

Defined Benefit Plans

The defined benefit pension plans of Bristow Helicopters and BIAGL replaced by the defined contribution plans described
above covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. Both plans
were closed to future accrual from February 1, 2004. The defined benefits for employee members were based on the employee’s
annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with retail price
inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of 5% per year
over the period to retirement. Any valuation deficits are funded by contributions by Bristow Helicopters and BIAGL. Plan assets
are held in separate funds administered by the plans’ trustee (the “Trustee”), which are primarily invested in equities and debt
securities. For members of the two closed defined benefit pension plans, since January 2005, Bristow Helicopters contributes a
maximum of 7% of a participant’s non-variable salary, and since April 2006, the maximum employer contribution into the plan
has been 7.35% for pilots. Each member is required to contribute a minimum of 5% of non-variable salary for Bristow Helicopters
to match the contribution. In addition, there are three defined contribution plans for staff who were not members of the original
defined benefit plans, two of which are closed to new members.

Bristow Norway has a final salary defined benefit pension plan. Pilots may retire from age 58 and other employees from
age 62 (after meeting certain criteria). Bristow Norway also participates in the standard Norwegian Avtalefestet pension (contractual
pension or “AFP”) early retirement system, which is only applicable for non-pilots due to the higher retirement age. The pension
benefit is a percentage of final salary in excess of a deductible. The maximum pension is available to those with 30 or more years
of service as of the date of retirement. Additionally, there are associated death and disability benefits. Plan assets are held in an
insurance policy with an insurance company and contributions follow Norwegian rules, which are based on an individual actuarial
calculation for each plan member.

108

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables provide a rollforward of the projected benefit obligation and the fair value of plan assets, set forth the
defined benefit retirement plans’ funded status and provide detail of the components of net periodic pension cost calculated for
the U.K. and Norway pension plans. The measurement date adopted is March 31. For the purposes of amortizing gains and losses,
the 10% corridor approach has been adopted and assets are taken at fair market value. Any such gains or losses are amortized over
the average remaining life expectancy of the plan members.

Fiscal Year Ended
March 31,

2014

2013

(In thousands)

Change in benefit obligation:

Projected benefit obligation (PBO) at beginning of period .............................. $ 606,313
7,886
Service cost .......................................................................................................
26,861
Interest cost .......................................................................................................
(29,313)
Actuarial (gain) loss ..........................................................................................
(23,234)
Benefit payments and expenses ........................................................................
Effect of exchange rate changes........................................................................
49,128
Projected benefit obligation (PBO) at end of period......................................... $ 637,641

$ 561,633
8,209
25,683
63,393
(23,652)
(28,953)
$ 606,313

Change in plan assets:

Market value of assets at beginning of period .................................................. $ 479,666
23,630
Actual return on assets ......................................................................................
28,974
Employer contributions.....................................................................................
(23,234)
Benefit payments and expenses ........................................................................
Effect of exchange rate changes........................................................................
41,782
Market value of assets at end of period............................................................. $ 550,818

$ 449,891
47,974
28,607
(23,652)
(23,154)
$ 479,666

Reconciliation of funded status:

Accumulated benefit obligation (ABO) ............................................................ $ 611,782
Projected benefit obligation (PBO)................................................................... $ 637,641
(550,818)
Fair value of assets ............................................................................................
86,823
Net recognized pension liability ....................................................................... $
Amounts recognized in accumulated other comprehensive loss....................... $ 232,848

$ 582,047
$ 606,313
(479,666)
$ 126,647
$ 244,322

Fiscal Year Ended March 31,

2014

2013

2012

(In thousands)

Components of net periodic pension cost:

Service cost for benefits earned during the period............................. $
Interest cost on PBO ..........................................................................
Expected return on assets...................................................................
Amortization of unrecognized losses.................................................

7,886
26,861
(29,282)
7,705
Net periodic pension cost............................................................ $ 13,170

8,209
25,683
(29,068)
6,612
$ 11,436

6,332
28,208
(29,639)
5,386
$ 10,287

The amount in accumulated other comprehensive loss as of March 31, 2014 expected to be recognized as a component of

net periodic pension cost in fiscal year 2015 is $4.8 million, net of tax, and represents amortization of the net actuarial losses.

Actuarial assumptions used to develop the components of the U.K. plans were as follows:

Discount rate .............................................................................................
Expected long-term rate of return on assets..............................................
Pension increase rate .................................................................................

Fiscal Year Ended March 31,

2014
4.40%
6.29%
3.30%

2013
4.90%
6.90%
3.00%

2012
5.60%
7.20%
3.50%

109

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Actuarial assumptions used to develop the components of the Norway plan were as follows:

Discount rate .............................................................................................
Rate of compensation increase..................................................................
Social Security increase amount ...............................................................
Expected return on plan assets ..................................................................
Pension increase rate .................................................................................

Fiscal Year Ended March 31,

2014
4.00%
4.25%
4.00%
3.25%
1.25%

2013
3.50%
4.25%
4.00%
4.50%
0.75%

2012
4.75%
4.50%
4.25%
4.75%
1.75%

We utilize a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for
our U.K. plans and NOK-denominated corporate bonds available in Norway that are credit-rated as AA or AAA as a basis for
determining the discount rate for our Norway plan. The expected rate of return assumptions have been determined following
consultation with our actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market
redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically
been based on other independent research by investment specialists.

Under U.K. and Guernsey legislation, it is the Trustee who is responsible for the investment strategy of the plans, although
day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Trustee of the Bristow
Staff Pension Scheme (the “Scheme”) has the following three stated primary objectives when determining investment strategy:

(i) “funding objective” - to ensure that the Scheme is fully funded using assumptions that contain a modest margin for
prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into
account the financial covenant to the employer;

(ii) “stability objective” - to have due regard to the likely level and volatility of required contributions when setting the

Scheme’s investment strategy; and

(iii) “security objective” - to ensure that the solvency position of the Scheme (as assessed on a gilt basis) is expected to
improve. The Trustee will take into account the strength of the employer’s covenant when determining the expected
improvement in the solvency position of the Scheme.

The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability
profile of the Scheme, its cash flow requirements, the funding level and the Trustee’s stated objectives. In addition, in order to
avoid an undue concentration of risk, assets are diversified within and across asset classes.

In determining the overall investment strategy for the plans, the Trustee undertakes regular asset and liability modeling
(“ALM”) with the assistance of their U.K. actuary. The ALM looks at a number of different investment scenarios and projects
both a range and a best estimate of likely return from each one. Based on these analyses, and following consultation with us, the
Trustee determines the benchmark allocation for the plans’ assets.

The market value of the plan assets as of March 31, 2014 and 2013 was allocated between asset classes as follows. Details

of target allocation percentages under the Trustee’s investment strategies as of the same dates are also included.

Asset Category
Equity securities................................................................................
Debt securities ..................................................................................
Property.............................................................................................
Other assets.......................................................................................
Total..................................................................................................

2014

57.8%
30.8%
—%
11.4%
100.0%

2013

58.3%
31.1%
—%
10.6%
100.0%

2014

59.1%
27.6%
1.5%
11.8%
100.0%

2013

64.6%
31.0%
1.8%
2.6%
100.0%

Target Allocation
as of March 31,

Actual Allocation
as of March 31,

110

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes, by level within the fair value hierarchy, the plan assets we had as of March 31, 2014, which

are valued at fair value (in thousands):

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Cash and cash equivalents .................................................. $
Equity investments - U.K. ..................................................
Equity investments - Non-U.K. ..........................................
Diversified growth (absolute return) funds.........................
Government debt securities ................................................
Corporate debt securities ....................................................
Insurance policies ...............................................................

Total investments......................................................... $

48,685
—
—
—
—
—
—
48,685

— $

118,712
96,537
105,207
51,853
68,526
—
$ 440,835

Balance as of
March 31,
2014
48,685
118,712
96,537
105,207
51,853
68,526
61,298
550,818

— $
—
—
—
—
—
61,298
61,298

The following table summarizes, by level within the fair value hierarchy, the plan assets we had as of March 31, 2013, which

are valued at fair value (in thousands):

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
March 31,
2013

Total investments......................................................... $

1,973
—
—
—
—
—
—
1,973

— $

119,626
89,720
94,426
61,028
63,304
—
$ 428,104

— $
—
—
—
—
—
49,589
49,589

1,973
119,626
89,720
94,426
61,028
63,304
49,589
479,666

The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest
level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on the fair
value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable.
Our Norway pension plan is vested in an insurance policy which is designated as Level 3 within the valuation hierarchy and the
fair value is based on the estimated value provided by the insurer.

The following table summarizes the changes in the Level 3 plan assets for fiscal year 2014 (in thousands):

March 31, 2013 ................................................................................................................................ $ 49,589
7,514
5,479
(1,284)
March 31, 2014 ................................................................................................................................ $ 61,298

Actual return on assets ..............................................................................................................
Net purchases, sales and settlements.........................................................................................
Effect of exchange rate changes................................................................................................

111

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Estimated future benefit payments over each of the next five fiscal years from March 31, 2014 and in aggregate for the

following five fiscal years after fiscal year 2019, including life assurance premiums, are as follows (in thousands):

Projected Benefit Payments by the Plans for Fiscal Years Ending March 31,
Payments
2015.................................................................................................................................................. $ 27,229
28,464
2016..................................................................................................................................................
29,381
2017..................................................................................................................................................
30,305
2018..................................................................................................................................................
31,230
2019..................................................................................................................................................
167,674
Aggregate 2020 - 2024.....................................................................................................................

We expect to fund these payments with our cash contributions to the plans, plan assets and earnings on plan assets. We pre-
funded our contributions of £12.5 million ($20.8 million) to the main U.K. plan for the fiscal year ending March 31, 2015 in fiscal
year 2014. Our contributions to the U.K pension plans and Norwegian plan and the BIAGL plan for the fiscal year ending March 31,
2015 are expected to be $21.2 million and $7.9 million, respectively.

Incentive Compensation

Incentive and Stock Option Plans — Stock–based awards are currently made under the Bristow Group Inc. 2007 Long-Term
Incentive Plan (the “2007 Plan”). As of March 31, 2014, a maximum of 5,400,000 shares of Common Stock are reserved, including
2,992,841 shares available for incentive awards under the 2007 Plan. Awards granted under the 2007 Plan may be in the form of
stock options, stock appreciation rights, shares of restricted stock, other stock-based awards (payable in cash or Common Stock)
or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants.

In addition, we have the following incentive and stock plans which have awards outstanding as of March 31, 2014 but under

which we no longer make grants:

• The 2004 Stock Incentive Plan (the “2004 Plan”), which provided for awards to officers and key employees in the form
of stock options, stock appreciation rights, restricted stock, other stock-based awards or any combination thereof. Options
become exercisable at such time or times as determined at the date of grant and expire no more than ten years after the
date of grant.

• The 2003 Non-qualified Stock Option Plan for Non-employee Directors (the “2003 Director Plan”), which provided for
a maximum of 250,000 shares of Common Stock to be issued pursuant to such plan. As of the date of each annual meeting,
each non-employee director who met certain attendance criteria was automatically granted an option to purchase 5,000
shares of our Common Stock. The exercise price of the options granted was equal to the fair market value of the Common
Stock on the date of grant, and the options were exercisable not earlier than six months after the date of grant and expire
no more than ten years after the date of grant.

In June 2013, May 2012 and June 2011, the Compensation Committee of our board of directors authorized the grant of stock
options, time vested restricted stock and long-term performance cash awards to participating employees. Each of the stock options
has a ten-year term and has an exercise price equal to the fair market value (as defined in the 2007 Plan) of the Common Stock
on the grant date of $62.66, $43.38 and $43.79 per share for the June 2013, May 2012 and June 2011 awards, respectively. The
options will vest in annual installments of one-third each, beginning on the first anniversary of the grant date. Restricted stock
grants vest at the end of three years. Performance cash awards allow the recipient to receive from 0 to 200% of the target amount
at the end of three years depending on whether our total shareholder return meets the minimum return requirements and how our
total shareholder return ranks among a peer group over the performance period. The value of the performance cash awards is
calculated on a quarterly basis by comparing the performance of our Common Stock, including any dividends paid since the award
date, against the peer group and has a maximum potential payout of $14.0 million, $9.3 million and $8.0 million for the June 2013,
May 2012 and June 2011 awards, respectively. The total value of the awards is recognized as compensation expense over a three-
year vesting period with the recognition amount being adjusted quarterly. Compensation expense related to the performance cash
awards during fiscal years 2014, 2013 and 2012 was $8.7 million, $10.2 million and $4.1 million, respectively. Performance cash
compensation expense has been allocated to our various business units.

112

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In 2007, we established a program to allow vesting of outstanding stock options and restricted stock grants and to waive
forfeitures of outstanding performance restricted stock units upon retirement if the employee has achieved no less than five
consecutive years of employment with the Company, voluntarily terminates employment after the age of 62 and enters into a
noncompetition/nonsolicitation agreement in the form approved and provided by the Company. Subsequently, in 2010, we
authorized an amendment to allow vesting of outstanding stock options and restricted stock grants, to continue the right to vest in
performance cash awards and to waive forfeitures of outstanding performance restricted stock units upon retirement if the employee
has accumulated a combined total of age and years of service with the Company of 80, voluntarily terminates employment and
enters into a noncompetition/nonsolicitation agreement in the form approved and provided by the Company. Upon retirement, any
unexercised options to purchase Common Stock and shares of restricted stock under the 2004 and 2007 Plans will automatically
vest and options will remain exercisable for the remainder of the term specified in the applicable award document and any
outstanding performance restricted stock units granted under the 2004 or 2007 Plans will not be forfeited solely due to termination
of employment, so that the right remains to receive shares of Common Stock if the applicable performance measures are achieved
in accordance with the 2004 or 2007 Plans.

On August 3, 2011, we amended our director compensation scheme to allow non-employee directors to elect to receive up
to 50 percent of their annual restricted stock unit award in cash. As this election was made prior to the actual award, the cash
portion of the award is accounted for separate from the stock portion. The cash award is accounted for as a liability award with
compensation expense being recognized for the eventual cash payout at the end of the six month terms over the six month service
periods. One non-employee director made this election and we recognized expense of $0.1 million for fiscal year 2012.

On November 4, 2013, the compensation committee of our board of directors authorized an amendment to all outstanding
awards under the 2004 and 2007 Plans. The amendment modified the provisions of the awards with respect to vesting and exercise
of such awards upon the involuntary termination by the Company of the recipient’s employment other than for “Cause” as defined
in the recipient’s employment agreement, if any, or as defined in the amendment. The amendment is effective with respect to
outstanding awards held by employees who are employed on or after November 4, 2013. The compensation committee retains
the discretion to modify or revoke the amendment prospectively and retroactively to the extent such revocation or modification
does not have a detrimental impact on an award granted prior to the date of such modification or revocation. If the terms of the
amendment conflict with the provisions of an award recipient’s employment agreement, the provisions that are more favorable to
the recipient apply. The treatment of awards under the plans pursuant to the amendment is similar to the treatment of awards
pursuant to our policy for the treatment of awards upon retirement as described above. Upon retirement, however, vested stock
options will be exercisable for the remainder of their original term, and performance-based restricted stock units will continue to
vest on the original time and performance schedule.

Total share-based compensation expense, which includes stock options, restricted stock and restricted stock units, was $15.4
million, $11.9 million and $11.5 million for fiscal years 2014, 2013 and 2012, respectively. Stock-based compensation expense is
included in general and administrative expense in the consolidated statements of income and has been allocated to our various
business units.

On May 14, 2013, our board of directors approved an amendment and restatement of the 2007 Plan, which was subsequently
approved by our stockholders, to (1) increase the number of shares authorized for issuance thereunder from 2,400,000 shares to
5,400,000 shares, (2) change the way shares are counted such that for each full-value share granted after stockholder approval of
the amended and restated 2007 Plan, the available shares will be reduced by two shares whereas for each option and stock
appreciation right granted thereafter the available shares will be reduced by only one share, (3) reapprove and update the material
terms of the 2007 Plan applicable to performance-based awards, (4) increase the maximum share and cash based individual award
limits, (5) remove the ten-year term of the 2007 Plan, and (6) make other administrative and updating changes.

113

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of our stock option activity for fiscal year 2014 is presented below:

Weighted
Average
Exercise
Prices

Outstanding at March 31, 2013.............. $
Granted .............................................
Exercised ..........................................
Expired or forfeited ..........................
Outstanding at March 31, 2014..............
Exercisable at March 31, 2014...............

40.03
62.66
35.51
51.49
48.62
43.22

Number of
Shares

1,150,519
302,678
(433,608)
(17,433)
1,002,156
471,431

Weighted
Average
Remaining
Contractual Life

Aggregate
Intrinsic Value

(in thousands)

6.95
5.13

$
$

15,228
26,956

Stock options granted to employees under the 2004 and 2007 Plans vest ratably over three years on each anniversary from
the date of grant and expire ten years from the date of grant. Stock options granted to non-employee directors under the 2003
Director Plans vest after six months.

We use a Black-Scholes option pricing model to estimate the fair value of share-based awards. The Black-Scholes option
pricing model incorporates various assumptions, including the risk-free interest rate, volatility, dividend yield and the expected
term of the options.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the
expected term of the option. Expected volatilities are based on the historical volatility of shares of our Common Stock, which has
not been adjusted for any expectation of future volatility given uncertainty related to the future performance of our Common Stock
at this time. We also use historical data to estimate the expected term of the options within the option pricing model; groups of
employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of
the options represents the period of time that the options granted are expected to be outstanding. Additionally, we estimate pre-
vesting option forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual pre-vesting
forfeitures differ from those estimates. We record stock-based compensation expense only for those awards expected to vest using
an estimated forfeiture rate based on our historical forfeiture data.

The following table shows the assumptions we used to compute the stock-based compensation expense for stock option

grants issued during fiscal years 2014, 2013 and 2012.

Risk free interest rate...................................................................................
Expected life (years)....................................................................................
Volatility......................................................................................................
Dividend yield .............................................................................................
Weighted average grant-date fair value of options granted......................... $ 23.77

2014
1.01%
5
48.7%
1.60%

2013
0.75%
5
50.2%
1.83%

2012

1.5%
6
47.1%
1.37%

$ 16.73

$ 17.32

Fiscal Year Ended
March 31,

Unrecognized stock-based compensation expense related to nonvested stock options was approximately $5.0 million as of
March 31, 2014, relating to a total of 530,725 unvested stock options under our stock option plans. We expect to recognize this
stock-based compensation expense over a weighted average period of approximately 1.7 years. The total fair value of options
vested during fiscal years 2014, 2013 and 2012 was approximately $5.1 million, $3.9 million and $3.1 million, respectively.

114

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The total intrinsic value, determined as of the date of exercise, of options exercised during fiscal years 2014, 2013 and 2012
was $15.5 million, $6.3 million and $2.2 million, respectively. The total amount of cash we received from option exercises during
fiscal years 2014, 2013 and 2012 was $15.4 million, $15.3 million and $5.3 million, respectively. The total tax benefit attributable
to options exercised during fiscal years 2014, 2013 and 2012 was $5.4 million, $1.9 million and $0.5 million, respectively.

The excess tax benefits from stock-based compensation for fiscal years 2014, 2013 and 2012 of $5.7 million, $0.5 million
and $0.4 million, respectively, are reported on our consolidated statements of cash flows in financing activities. This represents
the reduction in the provision for income taxes otherwise payable during the period attributable to the actual gross tax benefits in
excess of the expected tax benefits for options exercised in current and prior periods.

We have two forms of restricted stock units that vest under different conditions. The first form is a performance restricted
stock unit which fully vests on the third anniversary from the date of grant if the “Cumulative Annual Shareholder Return” as
defined in the restricted stock unit agreement (“CASR”) equals or exceeds 15%, or partially vests if the CASR is less than 15%
but greater than or equal to 10%. Any unvested performance restricted stock units will vest on the fourth anniversary from the date
of grant under the same conditions as outline above, or on the fifth anniversary from the date of grant if the CASR equals or exceeds
3%. Any performance restricted stock units that do not vest on the fifth anniversary from the date of grant will expire.

The second form of performance restricted stock units fully vest on the third anniversary from the date of grant if the CASR
equals or exceeds 3%. Any unvested performance restricted stock units will vest on the fifth anniversary date from the date of
grant if the CASR equals or exceeds 3%. Any performance restricted stock units that do not vest on the fifth anniversary from the
date of grant will expire. As of March 31, 2014, there were no non-vested restricted stock units.

Additionally, we have restricted stock awards that cliff vest on the third anniversary from the date of grant provided the

grantee is still employed by the Company, subject to the Company’s retirement policy.

We record compensation expense for restricted stock units based on an estimate of the service period related to the awards,
which is tied to the future performance of our stock over certain time periods under the terms of the award agreements. The
estimated service period is reassessed quarterly. Changes in this estimate may cause the timing of expense recognized in future
periods to accelerate. Compensation expense related to awards of restricted stock and restricted stock units for fiscal years 2014,
2013 and 2012 was $9.4 million, $7.4 million and $7.2 million, respectively.

The following is a summary of non-vested restricted stock and restricted stock units as of March 31, 2014 and 2013 and

changes during fiscal year 2014:

Non-vested as of March 31, 2013 ......................................................................
Granted .......................................................................................................
Forfeited......................................................................................................
Vested..........................................................................................................
Non-vested as of March 31, 2014 ......................................................................

Weighted
Average
Grant Date Fair
Value per Unit
38.63
$
64.99
57.30
35.59
52.13

Units
500,029
232,364
(34,554)
(238,122)
459,717

Unrecognized stock-based compensation expense related to non-vested restricted stock and restricted stock units was
approximately $10.0 million as of March 31, 2014, relating to a total of 459,717 unvested restricted stock and restricted stock
units. We expect to recognize this stock-based compensation expense over a weighted average period of approximately 2.0 years.

The Annual Incentive Compensation Plan provides for an annual award of cash bonuses to key employees based primarily
on pre-established objective measures of performance. The bonuses related to this plan were $17.2 million, $12.2 million and $9.7
million for fiscal years 2014, 2013 and 2012, respectively. Also, management awarded a one-time bonus to all non-officer employees
meeting certain service criteria in March 2013 totaling $3.3 million in the aggregate.

115

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, we have a non-qualified deferred compensation plan for our senior executives. Under the terms of the plan,
participants can elect to defer a portion of their compensation for distribution at a later date. In addition, we have the discretion to
make annual tax deferred contributions to the plan on the participants’ behalf. We contributed $0.9 million, $0.7 million and $0.6
million to this plan in each of fiscal years 2014, 2013 and 2012, respectively. The assets of the plan are held in a rabbi trust and
are subject to our general creditors. As of March 31, 2014, the amount held in trust was $6.6 million.

Retirement of President and Chief Executive Officer — On February 3, 2014, we announced that William E. Chiles will
resign as President and Chief Executive Officer of the Company effective upon the conclusion of the 2014 annual meeting of the
stockholders of the Company, and he has elected not to run for re-election and will not continue to serve as a director after that
meeting. Following his resignation as an officer, Mr. Chiles will remain an employee of the Company and will provide consulting
services to the Company.

Jonathan E. Baliff has been appointed President and Chief Executive Officer to succeed Mr. Chiles effective immediately
following the resignation of Mr. Chiles as an officer of the Company. We expect to nominate Mr. Baliff as a member of our Board
of Directors effective for the term beginning upon the conclusion of the 2014 annual meeting of the stockholders of the Company.

Mr. Chiles and the Company have entered into a Retirement and Consulting Agreement, dated January 30, 2014 (the
“Agreement”) to specify the terms of his continued employment with the Company. Upon his resignation as an officer, Mr. Chiles
will be entitled to a lump sum cash payment of $3.8 million, which is equivalent to the amount that would be payable as severance
under the employment agreement that was in effect prior to the execution of the Agreement. In addition, all outstanding long-
term incentive awards other than awards granted in 2014 will fully vest. Under the terms of the Agreement, following his resignation
as an officer and ending July 31, 2016, Mr. Chiles will provide consulting services to us relating to the achievement of certain
business objectives and matters of strategy. Mr. Chiles is not eligible to receive grants of equity awards following the effective
date of his resignation as an officer. The Agreement contains certain restrictive covenants and confidentiality provisions, including
non-compete and non-solicitation obligations continuing for 18 months after Mr. Chiles terminates all employment and consulting
services with us, and a mutual non-disparagement provision. We recorded compensation expense, included in general and
administrative expense, of $1.9 million during fiscal year 2014 related to the Agreement.

Retention awards of restricted stock units were granted on February 3, 2014 to Jeremy Akel, Mark B. Duncan, Hilary S.
Ware and E. Chipman Earle in the amount of 12,784 shares, 14,330 shares, 13,206 shares and 12,223 shares, respectively, at a
grant date fair value of $71.18. These retention awards will vest on February 3, 2017, subject to continued service through that
date by the applicable executive, or if earlier upon the executive’s death or disability or a change of control of the Company.

Other officer separation costs — On March 3, 2014, Mark B. Duncan announced his resignation as Senior Vice President,
Commercial of the Company effective March 8, 2014. Mr. Duncan and the Company have entered into a Separation Agreement
and Release, dated March 31, 2014 (the “Separation Agreement”) to specify the terms of his resignation from the Company,
pursuant to which he will receive benefits generally consistent with the termination without cause terms set forth in his Amended
and Restated Employment Agreement dated June 6, 2006, as amended March 10, 2008, and under our Executive Severance Benefits
Plan dated November 3, 2010 and Vesting of Awards Upon Involuntary Termination Without Cause Policy dated November 6,
2013. During fiscal year 2014, we recorded compensation expense of $2.9 million (including expense recorded for the acceleration
of unvested stock options and restricted stock), included in general and administrative expense related to the Separation Agreement.
As part of the Separation Agreement, Mr. Duncan forfeited the retention award granted on February 3, 2014.

116

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11 — STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER
COMPREHENSIVE INCOME

Stockholders’ Investment

Common Stock — The total number of authorized shares of Common Stock reserved as of March 31, 2014 was 4,454,714.

These shares are reserved in connection with our stock-based compensation plans.

The following is a summary of changes in outstanding shares of Common Stock for the years ended March 31, 2014 and

2013:

Weighted Average
Price Per Share

Outstanding as of March 31, 2012..................................................................................
Exercise of stock options ...........................................................................................
Issuance of restricted stock and restricted stock units ...............................................
Repurchases of common stock...................................................................................
Other ..........................................................................................................................
Outstanding as of March 31, 2013..................................................................................
Exercise of stock options ...........................................................................................
Issuance of restricted stock ........................................................................................
Repurchases of common stock...................................................................................
Other ..........................................................................................................................
Outstanding as of March 31, 2014..................................................................................

35,755,317
416,936
29,667
(24,709)
(26,572)
36,150,639
433,608
167,797
(1,043,875)
300
35,708,469

36.67
51.79
49.30
39.63

35.51
67.27
74.40
65.09

Restrictions on Foreign Ownership of Common Stock — Under the Federal Aviation Act, it is unlawful to operate certain
aircraft for hire within the U.S. unless such aircraft are registered with the Federal Aviation Administration (the “FAA”) and the
FAA has issued an operating certificate to the operator. As a general rule, aircraft may be registered under the Federal Aviation
Act only if the aircraft are owned or controlled by one or more citizens of the U.S. and an operating certificate may be granted
only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to be a citizen of the U.S. only if, among
other things, at least 75% of its voting interests are owned or controlled by U.S. citizens. If persons other than U.S. citizens should
come to own or control more than 25% of our voting interest or if any other requirements are not met, we have been advised that
our aircraft may be subject to deregistration under the Federal Aviation Act, and we may lose our ability to operate within the U.S.
Deregistration of our aircraft for any reason, including foreign ownership in excess of permitted levels, would have a material
adverse effect on our ability to conduct operations within our North America and Bristow Academy business units. Therefore, our
organizational documents currently provide for the automatic suspension of voting rights of shares of our Common Stock owned
or controlled by non-U.S. citizens, and our right to redeem those shares, to the extent necessary to comply with these requirements.
As of March 31, 2014, approximately 2,891,000 shares of our Common Stock were held by persons with foreign addresses. These
shares represented approximately 8% of our total outstanding common shares as of March 31, 2014. Our foreign ownership may
fluctuate on each trading day because our Common Stock and our 3% Convertible Senior notes are publicly traded.

117

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Dividends — We paid quarterly dividends of $0.25 per share during each quarter of fiscal year 2014, $0.20 per share during
each quarter of fiscal year 2013 and $0.15 per share during each quarter of fiscal year 2012. On May 16, 2014, our board of directors
approved a dividend of $0.32 per share of Common Stock, payable on June 19, 2014 to shareholders of record on June 5, 2014.
For fiscal years 2014, 2013 and 2012, we paid dividends totaling $36.3 million, $28.7 million and $21.6 million, respectively, to
our stockholders. The declaration of future dividends is at the discretion of our board of directors and subject to our results of
operations, financial condition, cash requirements and other factors and restrictions under applicable law and our debt instruments.

Share Repurchases — On November 2, 2011, our board of directors authorized the expenditure of up to $100 million to
repurchase shares of our Common Stock 12 months from that date. The timing and method of any repurchases under the program
will depend on a variety of factors, is subject to our results of operations, financial condition, cash requirements and other factors
and restrictions under applicable law and our debt instruments, and may be suspended or discontinued at any time.

On December 15, 2011, we entered into an accelerated share repurchase agreement with a financial institution under which
we paid $25.1 million to purchase 526,895 shares of our Common Stock. The effective per share purchase prices were based
generally on the average of the daily volume weighted average prices per share of our Common Stock, less a discount, calculated
during an averaging period which began December 20, 2011 and was finalized March 20, 2012.

On November 2, 2012, our board of directors extended the date to repurchase shares of our Common Stock by 12 months
and increased the remaining repurchase amount to $100 million. During the last two quarters of fiscal year 2013, we spent $1.2
million to repurchase 24,709 shares of our Common Stock.

On November 5, 2013, our board of directors extended the date to repurchase up to $100 million of shares of our Common
Stock by another 12 months. During December 2013 and January 2014, we spent $33.5 million to repurchase 445,800 shares of
our Common Stock. In February 2014, our board of directors increased the remaining repurchase authority amount to $100 million
through November 4, 2014. During February and March 2014, we spent an additional $44.2 million to repurchase 598,075 shares
of our Common Stock. Subsequently, from April 1, 2014 through May 16, 2014, we spent another $9.4 million to repurchase
125,983 additional shares of our Common Stock. As of May 16, 2014, we had $46.5 million of remaining repurchase authority,
subject to expiration on November 4, 2014.

We recorded the $77.7 million and $1.2 million payments as treasury stock on our consolidated balance sheets as of March 31,
2014 and 2013, respectively. Shares outstanding used to calculate earnings per share during fiscal years 2014, 2013 and 2012
reflect the repurchase of shares when they were delivered.

Earnings per Share

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average
number of shares of Common Stock outstanding during the period. Diluted earnings per common share excludes options to purchase
shares, restricted stock units and restricted stock awards, which were outstanding during the period but were anti-dilutive, as
follows:

Fiscal Year Ended March 31,

2014

2013

2012

Options:

Outstanding ..................................................................................
Weighted average exercise price..................................................

Restricted stock units:

Outstanding ..................................................................................
Weighted average price ................................................................

Restricted stock awards:

Outstanding ..................................................................................
Weighted average price ................................................................

297,595
43.59

469,289
43.88

—
— $

7,416
70.90

—
— $

171
48.14

267,669
30.16

80,978
46.82

—
—

118

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the computation of basic and diluted earnings per share:

Earnings (in thousands):

Income available to common stockholders – basic ................
Interest expense on assumed conversion of 3% Convertible
Senior Notes, net of tax (1) ..................................................
Income available to common stockholders – diluted .............

186,737

130,102

—
186,737

—
130,102

63,530

—
63,530

Fiscal Year Ended March 31,

2014

2013

2012

Weighted average number of common shares outstanding –
basic ....................................................................................
Assumed conversion of 3% Convertible Senior Notes

outstanding during the period (1).......................................

Net effect of dilutive stock options, restricted stock units
and restricted stock awards based on the treasury stock
method..............................................................................
Weighted average number of common shares outstanding –
diluted .................................................................................
Basic earnings per common share...............................................
Diluted earnings per common share............................................

_________________

36,283,853

36,010,191

36,068,884

—

412,911

479,821

698,537

36,696,764
5.15
5.09

$
$

36,490,012
3.61
3.57

$
$

36,767,421
1.76
1.73

$
$

(1) Diluted earnings per common share for fiscal years 2014, 2013 and 2012 excludes a number of potentially dilutive shares determined pursuant to a
specified formula initially issuable upon the conversion of our 3% Convertible Senior Notes. The 3% Convertible Senior Notes will be convertible, under
certain circumstances, using a net share settlement process, into a combination of cash and our Common Stock. As of March 31, 2014, the base conversion
price of the notes was approximately $74.05, based on the base conversion rate of 13.5048 shares of Common Stock per $1,000 principal amount of
convertible notes (subject to adjustment in certain circumstances, including the payment of dividends). In general, upon conversion of a note, the holder
will receive cash equal to the principal amount of the note and Common Stock to the extent of the note’s conversion value in excess of such principal
amount. In addition, if at the time of conversion the applicable price of our Common Stock exceeds the base conversion price, holders will receive up
to an additional 8.7781 shares of our Common Stock per $1,000 principal amount of notes, as determined pursuant to a specified formula. Such shares
did not impact our calculation of diluted earnings per share for fiscal years 2014, 2013 and 2012 as our average stock price during these periods did not
meet or exceed the conversion requirements. See Note 5 for further details.

119

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Income

The following table sets forth the changes in the balances of each component of accumulated other comprehensive income:

Balance as of March 31, 2011 ..........................
Other comprehensive income before

reclassification ..........................................

Reclassified from accumulated other

comprehensive income..............................

Net current period other comprehensive

income .......................................................
Foreign exchange rate impact ..........................
Balance at March 31, 2012...............................
Other comprehensive income before

reclassification ..........................................

Reclassified from accumulated other

Currency
Translation
Adjustments
35,543
$

Pension Liability
Adjustments (1)

Unrealized
loss on cash
flow hedges

(167,810) $

2,150

Total
(130,117)

905

—

905
(6,098)
30,350

(32,099)

(2,150)

(33,344)

4,222

—

4,222

(27,877)
6,098
(189,589)

(2,150)
—
—

(11,982)

(33,418)

comprehensive income..............................

—

4,956

Net current period other comprehensive

income .......................................................
Foreign exchange rate impact ..........................
Balance at March 31, 2013...............................
Other comprehensive income before

reclassification ..........................................

(11,982)
(3,679)
14,689

19,810

Reclassified from accumulated other

comprehensive income..............................

—

(28,462)
3,679
(214,372)

17,063

6,304

(29,122)
—
(159,239)

(45,400)

4,956

(40,444)
—
(199,683)

36,873

6,304

—

—
—
—

—

Net current period other comprehensive

income .......................................................
Foreign exchange rate impact ..........................
Balance at March 31, 2014...............................

19,810
23,313
57,812

23,367
(23,313)
(214,318) $

—
—
— $

43,177
—
(156,506)

_________________

(1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

120

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12 — SEGMENT INFORMATION

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

The following shows business unit information for fiscal years 2014, 2013 and 2012, and as of March 31, 2014 and 2013,

reconciled to consolidated totals, and prepared on the same basis as our consolidated financial statements (in thousands):

Business unit gross revenue from external clients:

Europe....................................................................................
West Africa............................................................................
North America .......................................................................
Australia ................................................................................
Other International.................................................................
Corporate and other ...............................................................
Total business unit gross revenue .......................................

Intra-business unit gross revenue:

Europe....................................................................................
North America .......................................................................
Australia ................................................................................
Corporate and other ...............................................................
Total intra-business unit gross revenue...............................

Consolidated gross revenue reconciliation:

Europe....................................................................................
West Africa............................................................................
North America .......................................................................
Australia ................................................................................
Other International.................................................................
Corporate and other ...............................................................
Intra-business unit eliminations .................................................
Total consolidated gross revenue ........................................

Fiscal Year Ended March 31,

2014

2013

2012

740,316
328,793
230,337
168,424
134,021
67,691
1,669,582

— $
3
—
4,452
4,455

740,316
328,793
230,340
168,424
134,021
72,143
(4,455)
1,669,582

619,480
296,933
226,114
186,752
132,662
46,532
1,508,473

65
283
—
1,989
2,337

619,545
296,933
226,397
186,752
132,662
48,521
(2,337)
1,508,473

559,306
258,258
176,797
162,727
145,593
39,122
1,341,803

391
1,020
462
(133)
1,740

559,697
258,258
177,817
163,189
145,593
38,989
(1,740)
1,341,803

121

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Earnings from unconsolidated affiliates, net of losses – equity

method investments:
Europe (1) ......................................................................................
North America..............................................................................
Other International .......................................................................
Total earnings from unconsolidated affiliates, net of losses –
equity method investments ..................................................

Consolidated operating income (loss) reconciliation:

Europe ..........................................................................................
West Africa...................................................................................
North America..............................................................................
Australia .......................................................................................
Other International .......................................................................
Corporate and other ......................................................................
Gain (loss) on disposal of assets ..................................................
Total consolidated operating income.......................................

Capital expenditures:

Europe ..........................................................................................
West Africa...................................................................................
North America..............................................................................
Australia .......................................................................................
Other International .......................................................................
Corporate and other (2)..................................................................
Total capital expenditures........................................................

Depreciation and amortization:

Europe ..........................................................................................
West Africa...................................................................................
North America..............................................................................
Australia .......................................................................................
Other International .......................................................................
Corporate and other ......................................................................
Total depreciation and amortization........................................

Fiscal Year Ended March 31,

2014

2013

2012

4,446
1,053
3,167

8,666

114,729
80,053
32,255
5,523
33,769
(78,630)
(722)
186,977

38,294
24,324
24,427
7,058
28,136
506,374
628,613

32,383
13,923
23,505
8,728
15,024
2,414
95,977

10,517
(736)
15,261

25,042

111,785
70,315
27,538
25,283
45,201
(64,046)
8,068
224,144

175,270
11,501
201,439
3,736
33,147
146,332
571,425

33,101
13,077
20,193
9,995
17,018
2,900
96,284

11,014
—
(2,732)

8,282

94,277
63,768
8,378
19,840
36,343
(75,170)
(31,670)
115,766

66,016
13,375
53,367
2,421
48,498
142,743
326,420

34,345
12,805
16,243
11,352
16,660
4,739
96,144

122

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

March 31,

2014

2013

Identifiable assets:

Europe..................................................................................................................
West Africa..........................................................................................................
North America .....................................................................................................
Australia ..............................................................................................................
Other International...............................................................................................
Corporate and other (3) .........................................................................................
Total identifiable assets...................................................................................

932,803
454,161
487,659
260,483
579,571
683,580
3,398,257

808,568
390,402
527,710
245,757
589,361
388,894
2,950,692

Investments in unconsolidated affiliates – equity method investments: ....................
Europe....................................................................................................................
North America .......................................................................................................
Other International.................................................................................................
Total investments in unconsolidated affiliates – equity method investments.....

___________

(1) On July 14, 2013, we sold our 50% interest in the FB Entities. See Note 3 for further discussion.

March 31,

2014

2013

1,067
61,570
193,692
256,329

8,569
60,517
196,751
265,837

(2)

(3)

Includes $494.5 million, $140.1 million and $111.9 million of construction in progress payments that were not allocated to business units in fiscal years
2014, 2013 and 2012, respectively.

Includes $477.9 million and $222.8 million of construction in progress within property and equipment on our consolidated balance sheets as of March 31,
2014 and 2013, respectively, which primarily represents progress payments on aircraft to be delivered in future periods.

We attribute revenue to various countries based on the location where helicopter services are actually performed. Long-lived
assets consist primarily of helicopters and are attributed to various countries based on the physical location of the asset at a given
fiscal year-end. Entity-wide information by geographic area is as follows (in thousands):

Gross revenue:

United Kingdom ...........................................
Nigeria ..........................................................
Norway .........................................................
United States.................................................
Australia........................................................
Trinidad.........................................................
Canada ..........................................................
Malaysia........................................................
Other countries..............................................

Fiscal Year Ended March 31,

2014

2013

2012

526,149
328,793
253,651
225,650
168,424
51,770
32,895
14,316
67,934
1,669,582

383,398
296,933
249,023
237,311
186,752
43,763
16,447
25,284
69,562
1,508,473

345,405
258,258
200,926
208,931
162,727
39,478
—
26,416
99,662
1,341,803

123

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-lived assets:

United Kingdom ............................................
Nigeria ...........................................................
Canada ...........................................................
Australia ........................................................
Norway ..........................................................
United States..................................................
Brazil .............................................................
Malaysia ........................................................
Trinidad .........................................................
Tanzania.........................................................
Other countries ..............................................
Construction in progress attributable to

aircraft (1) ....................................................

___________

March 31,

2014

2013

544,113
256,239
199,861
188,370
155,690
128,124
123,439
61,104
64,520
42,589
26,769

394,557
242,095
211,316
180,914
162,591
183,890
113,562
101,764
51,004
—
56,562

477,933
2,268,751

222,817
1,921,072

(1)

These costs have been disclosed separately as the physical location where the aircraft will ultimately be operated is subject to change.

During fiscal year 2014, we conducted operations in over 20 countries. Due to the nature of our principal assets, aircraft are
regularly and routinely moved between operating areas (both domestic and foreign) to meet changes in market and operating
conditions. During fiscal years 2014, 2013 and 2012 the aggregate activities of one major integrated oil and gas company accounted
for 13%, 13% and 12%, respectively, of our consolidated gross revenue. No other client accounted for 10% or more of our
consolidated gross revenue during those periods. During fiscal year 2014, our top ten clients accounted for 61.3% of consolidated
gross revenue.

Note 13 — QUARTERLY FINANCIAL INFORMATION (Unaudited)

Fiscal Year 2014
Gross revenue.......................................................
Operating income (9).............................................
Net income attributable to Bristow Group (9).......
Earnings per share:

Basic ..................................................................
Diluted ...............................................................

Fiscal Year 2013
Gross revenue.......................................................
Operating income (9).............................................
Net income attributable to Bristow Group (9).......
Earnings per share:

Basic ..................................................................
Diluted ...............................................................

$
$

__________

Fiscal Quarter Ended

June 30

(1)(2)

September 30

(3)(4)

December 31

(5)(6)

March 31

(7)(8)

(In thousands, except per share amounts)

398,994
56,119
26,886

0.74
0.74

362,608
39,993
23,662

0.66
0.65

$
$

417,328
53,935
110,606

3.04
3.01

365,754
47,328
29,668

0.83
0.82

$
$

412,335
29,502
18,927

0.52
0.51

388,469
74,120
36,392

1.01
1.00

$
$

440,925
47,421
30,318

0.84
0.83

391,642
62,703
40,380

1.12
1.11

(1) Net income and diluted earnings per share for the fiscal quarter ended June 30, 2013 included a decrease of $8.3 million and $0.23 per share, respectively,
as a result of the cancellation of a potential financing. Operating income, net income and diluted earnings per share for the fiscal quarter ended June 30,
2013 included a decrease of $0.8 million, $0.5 million and $0.01, respectively, due to an impairment of inventories.

(2) Operating income, net income and diluted earnings per share for the fiscal quarter ended June 30, 2012 included a decrease of $2.2 million, $1.7 million,

and $0.05, respectively, as a result of severance costs recorded relating to the termination of a contract in the Southern North Sea.

124

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(3) Operating income, net income and diluted earnings per share for the fiscal quarter ended September 30, 2013 included: (a) a decrease of $1.5 million,
$1.0 million and $0.03, respectively, due to the impairment of inventories as a result of our review of excess inventory on aircraft model types we ceased
ownership of or classified all or a significant portion as held for sale and (b) a decrease of $0.5 million, $0.4 million and $0.01, respectively, related to
the planned closure of our Alaska operations (primarily severance and retention expense included in direct costs and general and administrative expense).

(4) Operating income, net income and diluted earnings per share for the fiscal quarter ended September 30, 2012 included an increase of $2.3 million, $1.5
million, and $0.04, respectively, as a result of the correction of a calculation error related to foreign currency derivative transactions impacting our
earnings from Líder.

(5) Operating income, net income and diluted earnings per share for the fiscal quarter ended December 31, 2013 included: (a) a decrease of $2.1 million,
$1.4 million and $0.04, respectively, from North America restructuring, (b) a decrease of $2.1 million, $1.6 million and $0.04, respectively, for severance
costs as a result of a termination of a contract in the Southern North Sea and (c) a decrease of $19.3 million, $12.6 million and $0.34, respectively, in
lower earnings from Líder for additional tax charges resulting primarily from a tax amnesty payment Líder made to the Brazilian government.

(6) Net income and diluted earnings per share for the fiscal quarter ended December 31, 2012 included: (a) a decrease of $11.4 million and $0.31, respectively,
from the early retirement of the 7 ½% Senior Notes resulting from a $14.9 million early redemption premium and fees (included in extinguishment of
debt) and the write-off of $2.6 million of unamortized debt issuance costs (included in interest expense) and (b) a decrease of $1.0 million and $0.03,
respectively, due to the write-off of deferred financing fees related to the early payments made on the 364-Day Term Loan.

(7) Operating income, net income and diluted earnings per share for the fiscal quarter ended March 31, 2014 included: (a) a decrease of $0.8 million, $0.5
million and $0.01 per share, respectively, from North America restructuring, (b) a decrease of $4.8 million, $3.1 million and $0.09 per share, respectively,
for CEO succession and officer separation costs, (c) a decrease of $8.6 million, $6.6 million and $0.18 per share, respectively, for higher insurance
premiums due to a fire in Nigeria, (d) a decrease of $0.6 million, $0.4 million and $0.01 per share, respectively, for Mexico goodwill impairment, (e) an
increase of $4.2 million, $2.8 million and $0.08 per share, respectively, for higher earnings from Líder an adjustment to tax charges recorded during the
three months ended December 31, 2013 and a tax indemnity payment resulting from a tax amnesty payment Líder made to the Brazilian government and
(f) a decrease of $10.5 million, $8.4 million and $0.23 per share, respectively, due to the impairment of inventories as a result of our review of excess
inventory on aircraft model types we ceased ownership of or plan to dispose of over the next two fiscal years.

(8) Net income and diluted earnings per share for the fiscal quarter ended March 31, 2013 included a decrease of $0.6 million and $0.01, respectively, from
the write-off of deferred financing fees related to the payoff of the 364-Day Term Loan. Operating income, net income and diluted earnings per share
for the fiscal quarter ended March 31, 2013 included (a) an increase of $0.9 million, $0.7 million and $0.02, respectively, for the reversal of direct costs
for a sale transaction executed in fiscal year 2012 to sell large aircraft where the costs were not ultimately incurred and (b) a decrease of $2.8 million,
$2.2 million and $0.06, respectively, for an additional inventory allowance as a component of direct costs resulting from the sale of ten medium aircraft.

(9)

The fiscal quarters ended June 30, September 30 and December 31, 2013, and March 31, 2014 included $(1.7) million, $(3.1) million, $4.0 million and
$0.1 million, respectively in gain (loss) on disposal of assets included in operating income which also increased (decreased) net income by $(1.3) million,
$(2.4) million, $3.1 million and $0.1 million, respectively, and diluted earnings per share by $(0.04), $(0.07), $0.09 and zero, respectively. The fiscal
quarters ended June 30, September 30 and December 31, 2012, and March 31, 2013 included $(5.3) million, $(1.3) million, $7.4 million and $7.2 million,
respectively, in gains (loss) on disposal of assets included in operating income which also increased (decreased) net income by $(4.2) million, $(1.0)
million, $6.1 million and $5.5 million, respectively, and diluted earnings per share by $(0.12), $(0.03), $0.17 and $0.15, respectively.

Note 14 — SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In connection with the issuance of the 7 1/2% Senior Notes (which we tendered and redeemed during fiscal year 2013), the
6 1/4% Senior Notes and the 3% Convertible Senior Notes, the Guarantor Subsidiaries fully, unconditionally, jointly and severally
guaranteed the payment obligations under these notes. The following supplemental financial information sets forth, on a
consolidating basis, the balance sheets, statements of income, statements of comprehensive income and statements of cash flows
for Bristow Group Inc. (“Parent Company Only”), for the Guarantor Subsidiaries and for our other subsidiaries (the “Non-Guarantor
Subsidiaries”). We have not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries
because management has determined that such information is not material to investors.

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

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

125

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Income
Fiscal Year Ended March 31, 2014

Revenue:

Gross revenue .............................................................
Intercompany revenue ................................................

Operating expense:

Direct cost and reimbursable expense ........................
Intercompany expenses ..............................................
Impairment of inventories ..........................................
Depreciation and amortization ...................................
General and administrative.........................................

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

— $

14,754
14,754

—
—
—
2,835
64,891
67,726

303,878
78,576
382,454

$ 1,365,704
—
1,365,704

— $ 1,669,582
—
1,669,582

(93,330)
(93,330)

219,873
—
6,988
43,052
33,925
303,838

966,259
93,330
5,681
50,090
100,998
1,216,358

— 1,186,132
—
12,669
95,977
199,814
1,494,592

(93,330)
—
—
—
(93,330)

Gain (loss) on disposal of assets ................................
Earnings from unconsolidated affiliates, net of

losses.......................................................................
Operating income .......................................................

Interest income ...........................................................
Interest expense ..........................................................
Gain on sale of unconsolidated affiliate .....................
Other income (expense), net.......................................

Income from continuing operations before provision
for income taxes......................................................
Allocation of consolidated income taxes ...................
Net income .................................................................

(45)

4,312

(4,989)

—

(722)

189,209
136,192

127,142
(47,170)
—
(174)

215,990
(29,193)
186,797

—
82,928

3
(4,788)
—
(342)

77,801
(6,292)
71,509

12,666
157,023

(189,166)
(189,166)

12,709
186,977

1,710
(120,115)
103,924
(2,176)

(127,135)
127,135
—
—

1,720
(44,938)
103,924
(2,692)

140,366
(21,727)
118,639

(189,166)
—
(189,166)

244,991
(57,212)
187,779

Net income attributable to noncontrolling interests ...

(60)

—

(982)

—

(1,042)

Net income attributable to Bristow Group .................

186,737

71,509

117,657

$ (189,166) $

186,737

126

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income
Fiscal Year Ended March 31, 2014

Net income....................................................................
Other comprehensive income (loss):

Currency translation adjustments ...............................
Pension liability adjustment .......................................
Total comprehensive income........................................

Net (income) loss attributable to noncontrolling

interests ...................................................................

Currency translation adjustments attributable to

noncontrolling interests ..........................................

Total comprehensive income attributable to

noncontrolling interests ..........................................

Total comprehensive income attributable to Bristow

Group ......................................................................

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

186,797

71,509

118,639

$ (189,166) $

187,779

8,173
—
194,970

—
—
71,509

(40,402)
23,367
101,604

50,958
—
(138,208)

18,729
23,367
229,875

(60)

—

(60)

—

(982)

1,081

—

(1,042)

1,081

194,910

71,509

101,703

$ (138,208) $

229,914

127

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheet
As of March 31, 2014

Parent
Company
Only

ASSETS

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

Current assets:

Cash and cash equivalents..........................................
Accounts receivable ...................................................
Inventories ..................................................................
Assets held for sale.....................................................
Prepaid expenses and other current assets..................
Total current assets...................................................

4,640
32,280
—
—
3,882
40,802

Land and buildings .....................................................
Aircraft and equipment...............................................

Less: Accumulated depreciation and amortization.......

Goodwill .......................................................................
Other assets...................................................................
Total assets....................................................................

— $

104,155
40,864
8,505
3,258
156,782

111,435
—
—

200,147
310,288
96,599
20,771
45,944
673,749

(446) $

(149,280)
—
—
—
(149,726)

262,615

— (1,384,772)
—
— (1,286,354)

204,341
297,443
137,463
29,276
53,084
721,607

—
262,615
—

1,273,337
—
1,286,354

977
64,094
65,071
(13,057)
52,014
—
204,679
$ 2,857,186

49,499
1,357,126
1,406,625
(211,385)
1,195,240
4,755
1,462
$ 1,469,674

95,497
1,224,930
1,320,427
(298,930)
1,021,497
51,925
50,392
$ 2,060,178

—
145,973
— 2,646,150
— 2,792,123
—
(523,372)
— 2,268,751
56,680
—
88,604
(167,929)
$(2,988,781) $ 3,398,257

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:

Accounts payable .......................................................
Accrued liabilities ......................................................
Deferred taxes ............................................................
Short-term borrowings and current maturities of

long-term debt.........................................................
Deferred sale leaseback advance .............................
Total current liabilities.............................................

Long-term debt, less current maturities ........................
Intercompany notes payable .........................................
Accrued pension liabilities ...........................................
Other liabilities and deferred credits.............................
Deferred taxes...............................................................
Temporary equity..........................................................
Stockholders’ investment:.............................................
Common stock............................................................
Additional paid-in-capital ..........................................
Retained earnings .......................................................
Accumulated other comprehensive income (loss) .....
Treasury stock ............................................................
Total Bristow Group stockholders’ investment............
Noncontrolling interests................................................
Total stockholders’ investment.....................................
Total liabilities and stockholders’ investment...............

8,298
36,442
(7,640)

67,728
32,084
(1,342)

4,543
—
41,643

805,965
—
—
13,750
144,461
—

—
136,930
235,400

—
378,983
—
37,876
9,472
—

157,297
141,423
21,354

9,664
—
329,738

21,130
1,076,292
86,823
26,500
15,586
22,283

$ (143,505) $
(5,451)
—

—
—
(148,956)

—
(1,455,275)
—
—
—
—

89,818
204,498
12,372

14,207
136,930
457,825

827,095
—
86,823
78,126
169,519
22,283

373
762,813
1,245,220
(54,719)
(103,965)
1,849,722
1,645
1,851,367
$ 2,857,186

4,996
9,291
793,656
—
—
807,943
—
807,943
$ 1,469,674

22,876
270,905
177,159
3,880
—
474,820
7,006
481,826
$ 2,060,178

373
(27,872)
762,813
(280,196)
1,245,220
(970,815)
(156,506)
(105,667)
(103,965)
—
1,747,935
(1,384,550)
8,651
—
(1,384,550)
1,756,586
$(2,988,781) $ 3,398,257

128

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2014

Net cash provided by (used in) operating activities......

(48,173) $

107,059

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)
173,654
$

Eliminations

Consolidated

(446) $

232,094

Cash flows from investing activities:

Capital expenditures.................................................
Acquisitions, net of cash received ...........................
Proceeds from sale of unconsolidated affiliate ........
Proceeds from asset dispositions .............................
Net cash used in investing activities.............................

Cash flows from financing activities:

Proceeds from borrowings .......................................
Payment of contingent consideration.......................
Debt issuance costs ..................................................
Repayment of debt and debt redemption

premiums..............................................................

Proceeds from assignment of aircraft purchase
agreements ...............................................................
Partial prepayment of put/call obligation.................
Acquisition of noncontrolling interest ....................
Repurchase of Common Stock.................................
Dividends paid .........................................................
Increases (decreases) in cash related to

intercompany advances and debt..........................
Issuance of Common Stock .....................................
Tax benefit related to stock-based compensation ....
Net cash provided by (used in) financing activities......
Effect of exchange rate changes on cash and cash

equivalents ................................................................
Net increase (decrease) in cash and cash equivalents...
Cash and cash equivalents at beginning of period........
Cash and cash equivalents at end of period ..................

(33,197)
—
—
—
(33,197)

(482,786)
—
—
284,042
(198,744)

(246,868)
(39,850)
112,210
140,147
(34,361)

134,238
—
—
(134,238)
—

(628,613)
(39,850)
112,210
289,951
(266,302)

533,064
(6,000)
(15,523)

(512,492)

106,113
(57)
(2,078)
(77,661)
(36,320)

—
15,398
5,723
10,167

4,464
(6,000)
—

(4,432)

—
—
(2,078)
—
(3,100)

(119,159)
—
—
(130,305)

—
—
—

—

—
—
—
—
—

—
—
—
—

12,759
21,747
178,400
200,147

—
(446)
—
(446) $

12,759
(11,282)
215,623
204,341

528,600
—
(15,523)

(508,060)

—
(57)
—
(77,661)
(33,254)

138,991
15,398
5,723
54,157

—
(27,213)
31,853
4,640

—
—
—

—

106,113
—
—
—
34

(19,832)
—
—
86,315

—
(5,370)
5,370

— $

129

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Income
Fiscal Year Ended March 31, 2013

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

Revenue:

Gross revenue .............................................................
Intercompany revenue ................................................

Operating expense:

Direct cost and reimbursable expense ........................
Intercompany expenses ..............................................
Depreciation and amortization ...................................
General and administrative.........................................

Gain on disposal of assets ..........................................
Earnings from unconsolidated affiliates, net of

losses.......................................................................
Operating income .......................................................

Interest income ...........................................................
Interest expense ..........................................................
Extinguishment of debt ..............................................
Other income (expense), net.......................................

Income before provision for income taxes .................
Allocation of consolidated income taxes ...................
Net income .................................................................
Net income attributable to noncontrolling interests ...
Net income attributable to Bristow Group .................

— $

300,731
66,625
367,356

$ 1,207,742
—
1,207,742

— $ 1,508,473
—
1,508,473

(79,162)
(79,162)

208,995
—
38,851
29,252
277,098

2,474

—
92,732

17
—
—
103

848,799
79,162
52,845
81,169
1,061,975

5,594

25,070
176,431

704
(112,811)
—
(1,074)

92,852
(6,070)
86,782
—
86,782

63,250
(24,936)
38,314
(1,510)
36,804

— 1,057,794
—
96,284
163,389
1,317,467

(79,162)
—
—
(79,162)

—

8,068

(123,586)
(123,586)

25,070
224,144

(115,209)
115,209
—
—

(123,586)
—
(123,586)
—

$ (123,586) $

788
(42,446)
(14,932)
(877)

166,677
(35,002)
131,675
(1,573)
130,102

12,537
12,537

—
—
4,588
52,968
57,556

—

123,586
78,567

115,276
(44,844)
(14,932)
94

134,161
(3,996)
130,165
(63)
130,102

130

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income
Fiscal Year Ended March 31, 2013

Net income....................................................................
Other comprehensive income (loss):

Currency translation adjustments ...............................
Pension liability adjustment .......................................
Total comprehensive income (loss) ..............................

Net (income) loss attributable to noncontrolling

interests ...................................................................

Total comprehensive (income) loss attributable to

noncontrolling interests ..........................................

Total comprehensive income (loss) attributable to

Bristow Group...........................................................

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

130,165

86,782

38,314

$ (123,586) $

131,675

(1,186)
—
128,979

—
—
86,782

(6,383)
(28,462)
3,469

(4,413)
—
(127,999)

(11,982)
(28,462)
91,231

(63)

—

(1,510)

—

(1,573)

128,916

86,782

1,959

$ (127,999) $

89,658

131

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheet
As of March 31, 2013

Parent
Company
Only

ASSETS

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

Current assets:

31,853
18,498
—
—
16,071
66,422

Intercompany investment..............................................
Investment in unconsolidated affiliates ........................
Intercompany notes receivable .....................................
Property and equipment - at cost: .................................
Land and buildings .....................................................
Aircraft and equipment...............................................

Less: Accumulated depreciation and amortization.......

5,370
80,615
51,970
1,268
12,415
151,638

111,435
150
—

178,400
246,612
101,999
7,022
23,263
557,296

— $

(82,944)
—
—
(16,654)
(99,598)

271,973

— (1,275,370)
—
— (1,401,680)

215,623
262,781
153,969
8,290
35,095
675,758

—
272,123
—

1,163,935
—
1,401,680

939
31,310
32,249
(10,680)
21,569
—
40,877
$ 2,694,483

48,907
1,170,531
1,219,438
(205,746)
1,013,692
4,756
1,341
$ 1,283,012

58,747
1,104,213
1,162,960
(277,149)
885,811
24,141
149,544
$ 1,888,765

—
108,593
— 2,306,054
— 2,414,647
—
(493,575)
— 1,921,072
28,897
—
52,842
(138,920)
$(2,915,568) $ 2,950,692

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:

long-term debt.........................................................
Total current liabilities.............................................

Long-term debt, less current maturities ........................
Intercompany notes payable .........................................
Accrued pension liabilities ...........................................
Other liabilities and deferred credits.............................
Deferred taxes...............................................................
Stockholders’ investment:.............................................
Common stock............................................................
Additional paid-in-capital ..........................................
Retained earnings .......................................................
Accumulated other comprehensive income (loss) .....
Treasury shares...........................................................
Total Bristow Group stockholders’ investment............
Noncontrolling interests................................................
Total stockholders’ investment.....................................
Total liabilities and stockholders’ investment...............

4,049
29,534
(4,184)

21,875
51,274

764,946
—
—
10,761
128,153

44,017
22,404
115

—
66,536

—
463,184
—
8,530
8,328

101,021
115,112
4,069

448
220,650

—
963,687
126,647
178,525
14,640

(79,266) $
(19,369)
—

—
(98,635)

—
(1,426,871)
—
(140,620)
—

69,821
147,681
—

22,323
239,825

764,946
—
126,647
57,196
151,121

367
731,883
1,094,803
(62,892)
(26,304)
1,737,857
1,492
1,739,349
$ 2,694,483

4,996
9,291
722,147
—
—
736,434
—
736,434
$ 1,283,012

22,876
270,905
62,602
19,834
—
376,217
8,399
384,616
$ 1,888,765

367
(27,872)
731,883
(280,196)
1,094,803
(784,749)
(199,683)
(156,625)
(26,304)
—
1,601,066
(1,249,442)
9,891
—
(1,249,442)
1,610,957
$(2,915,568) $ 2,950,692

132

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2013

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

Net cash provided by (used in) operating activities......

(45,184) $

156,371

155,577

— $

266,764

Cash flows from investing activities:

Capital expenditures ...................................................
Proceeds from asset dispositions................................
Investment in unconsolidated affiliates......................
Net cash used in investing activities.............................

Cash flows from financing activities: ...........................
Proceeds from borrowings .........................................
Debt issuance costs.....................................................
Repayment of debt and debt redemption premiums...
Dividends paid............................................................
Increases (decreases) in cash related to
intercompany advances and debt................................
Partial prepayment of put/call obligation ...................
Repurchase of Common Stock ...................................
Tax benefit related to exercise of stock options .........
Issuance of Common Stock........................................
Net cash provided by (used in) financing activities......
Effect of exchange rate changes on cash and cash

(17,532)
—
—
(17,532)

(503,120)
185,876
—
(317,244)

(202,633)
280,831
(51,179)
27,019

151,860
(151,860)
—
—

(571,425)
314,847
(51,179)
(307,757)

675,000
(10,344)
(663,921)
(11,242)

13,960
(63)
(1,219)
500
15,289
17,960

—
—
—
(12,955)

176,043
—
—
—
—
163,088

449
—
—
(4,537)

(190,003)
—
—
—
—
(194,091)

—
—
—
—

—
—
—

—
—

—
(44,756)
76,609
31,853

—
2,215
3,155
5,370

8,109
(3,386)
181,786
178,400

—
—
—
— $

675,449
(10,344)
(663,921)
(28,734)

—
(63)
(1,219)
500
15,289
(13,043)

8,109
(45,927)
261,550
215,623

133

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Income
Fiscal Year Ended March 31, 2012

Revenue: .......................................................................
Gross revenue .............................................................
Intercompany revenue ................................................

Operating expense: .......................................................
Direct cost and reimbursable expense ........................
Intercompany expenses ..............................................
Impairment of inventories ..........................................
Depreciation and amortization ...................................
General and administrative.........................................

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

— $

4,981
4,981

—
—
—
3,687
39,747
43,434

258,525
59,708
318,233

$ 1,083,278
—
1,083,278

— $ 1,341,803
—
1,341,803

(64,689)
(64,689)

184,258
—
9,212
36,185
20,595
250,250

763,392
64,689
16,707
56,272
74,991
976,051

—
(64,689)
—
—
—
(64,689)

947,650
—
25,919
96,144
135,333
1,205,046

Gain on disposal of assets ..........................................
Earnings from unconsolidated affiliates, net of
losses ..........................................................................
Operating income .......................................................

Interest income ...........................................................
Interest expense ..........................................................
Other income (expense), net.......................................

(6)

1,705

(33,369)

—

(31,670)

43,626
5,167

96,792
(37,856)
25

—
69,688

200
—
100

8,679
82,537

517
(97,223)
1,121

(41,626)
(41,626)

(96,949)
96,949
—

10,679
115,766

560
(38,130)
1,246

Income from continuing operations before provision
for income taxes .........................................................
Allocation of consolidated income taxes ...................
Net income .................................................................
Net income attributable to noncontrolling interests ...
Net income attributable to Bristow Group .................

64,128
(533)
63,595
(65)
63,530

69,988
(7,887)
62,101
—
62,101

(13,048)
(5,781)
(18,829)
(1,646)
(20,475) $

(41,626)
—
(41,626)
—
(41,626) $

79,442
(14,201)
65,241
(1,711)
63,530

134

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income
Fiscal Year Ended March 31, 2012

Net income....................................................................
Other comprehensive income (loss):

Currency translation adjustments ...............................
Pension liability adjustment .......................................
Unrealized gain on cash flow hedges .........................
Total comprehensive income........................................

Net (income) loss attributable to noncontrolling

interests ...................................................................

Total comprehensive (income) loss attributable to

noncontrolling interests ..........................................

Total comprehensive income attributable to Bristow

Group ........................................................................

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

63,595

62,101

(18,829) $

(41,626) $

65,241

1,480
—
—
65,075

(65)

—
—
—
62,101

—

(13,037)
(27,877)
(2,150)
(61,893)

(1,646)

12,462
—
—
(29,164)

—

905
(27,877)
(2,150)
36,119

(1,711)

65,010

62,101

(63,539) $

(29,164) $

34,408

135

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2012

Net cash provided by (used in) operating activities......

(31,226) $

91,773

(In thousands)
170,800
$

— $

231,347

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

Cash flows from investing activities:

Capital expenditures.................................................
Deposits on assets held for sale ...............................
Proceeds from asset dispositions .............................
Investment in unconsolidated affiliates ...................
Net cash used in investing activities.............................

Cash flows from financing activities:

Proceeds from borrowings .......................................
Debt issuance costs ..................................................
Repayment of debt and debt redemption

premiums ..........................................................

Increases (decreases) in cash related to

intercompany advances and debt..........................
Dividends paid .........................................................
Partial prepayment of put/call obligation.................
Acquisition of noncontrolling interest .....................
Repurchase of Common Stock.................................
Issuance of Common Stock .....................................
Tax benefit related to stock-based compensation ....
Net cash provided by (used in) financing activities......
Effect of exchange rate changes on cash and cash

equivalents ................................................................
Net increase in cash and cash equivalents ....................
Cash and cash equivalents at beginning of period........
Cash and cash equivalents at end of period ..................

(2,710)
—
—
(2,378)
(5,088)

(230,858)
—
173,603
—
(57,255)

159,300
(871)

(95,290)

15,429
29,781
(63)
—
(25,085)
5,293
354
88,848

—
—

—

(11,407)
(24,927)
—
(262)
—
—
—
(36,596)

(92,852)
200
66,240
—
(26,412)

693
—

(18,129)

(4,022)
(26,470)
—
—
—
—
—
(47,928)

—
—
—
—
—

—
—

—

—
—
—
—
—
—
—
—

(326,420)
200
239,843
(2,378)
(88,755)

159,993
(871)

(113,419)

—
(21,616)
(63)
(262)
(25,085)
5,293
354
4,324

—
52,534
24,075
76,609

—
(2,078)
5,233
3,155

(1,727)
94,733
87,053
181,786

—
—
—
— $

(1,727)
145,189
116,361
261,550

136

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation under the supervision of and with the participation of our management, including William E.
Chiles, our Chief Executive Officer (“CEO”), and Jonathan E. Baliff, our Chief Financial Officer (“CFO”), of the effectiveness
of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2014.
Based on that evaluation, our CEO and CFO concluded that such disclosure controls and procedures were effective to ensure that
information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC’s rules and forms and such information is accumulated and communicated
to our management as appropriate to allow for timely decisions regarding required disclosure under the Exchange Act.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an
assessment of the effectiveness of our internal control over financial reporting as of March 31, 2014. The assessment was based
on criteria established in the framework Internal Control – Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 1992. Based on this assessment, management concluded that our internal control
over financial reporting was effective as of March 31, 2014.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2014 has been audited by

KPMG LLP, an independent registered public accounting firm, as stated in its report included herein.

The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of the
Company’s consolidated operations except for the operations of Eastern Airways. As described elsewhere in this Annual Report
on Form 10-K, we acquired Eastern Airways on February 6, 2014. We are in the process of integrating the acquired business. The
process of integrating Eastern Airways into our evaluation of internal control over financial reporting may result in future changes
to our internal controls. Eastern Airways’ operations represent 1.3% of the Company’s consolidated revenues for the fiscal year
ended March 31, 2014 and assets associated with Eastern Airways' operations represent 3.3% of the Company’s consolidated total
assets as of March 31, 2014.

MATERIAL CHANGES IN INTERNAL CONTROL

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2014 that

have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

137

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Bristow Group Inc.:

We have audited Bristow Group Inc.’s (“the Company”) internal control over financial reporting as of March 31, 2014, based on
criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Bristow Group Inc. maintained, in all material respects, effective internal control over financial reporting as of
March 31, 2014, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of the Company's
consolidated operations except for the operations of Eastern Airways International Limited (“Eastern Airways”), which the
Company acquired on February 6, 2014. Eastern Airways' operations represent 1.3% of the Company's consolidated revenues for
the fiscal year ended March 31, 2014 and assets associated with Eastern Airways' operations represent 3.3% of the Company's
consolidated total assets as of March 31, 2014. Our audit of internal control over financial reporting of Bristow Group Inc. and
subsidiaries also excluded an evaluation of the internal control over financial reporting of Eastern Airways' operations.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Bristow Group Inc. and subsidiaries as of March 31, 2014 and 2013, and the related consolidated
statements of income, comprehensive income, cash flows, and stockholders’ investment for each of the years in the three-year
period ended March 31, 2014, and our report dated May 21, 2014 expressed an unqualified opinion on those consolidated financial
statements.

/s/ KPMG LLP

Houston, Texas

May 21, 2014

138

Item 9B. Other Information

None.

Item 10. Directors, Executive Officers and Corporate Governance

PART III

The information called for by this item will be contained in our definitive proxy statement to be distributed in connection
with our fiscal year 2014 annual meeting of stockholders under the captions “Corporate Governance,” “Committees of the Board
of Directors,” and “Executive Officers of the Registrant” and is incorporated into this document by reference.

Code of Ethics

We have adopted a code of business conduct and ethics applicable to our directors, officers (including our principal executive
officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Integrity. The
Code of Business Integrity is available on our website at http://www.bristowgroup.com under “About Us” and “Vision, Mission,
Values” caption. In the event that we amend or waive any of the provisions of the Code of Business Integrity with respect to our
senior officers, we intend to disclose the amendment or waiver on our website.

Item 11. Executive Compensation

The information called for by this item will be contained in our definitive proxy statement to be distributed in connection
with our fiscal year 2014 annual meeting of stockholders under the caption “Director and Executive Officer Compensation” and,
except as specified in the following sentence, is incorporated into this document by reference. Information in our fiscal year 2014
proxy statement not deemed to be “soliciting material” or “filed” with the SEC under its rules, including the Report of the
Compensation Committee on Executive Compensation and the Report of the Audit Committee is not and shall not be deemed to
be incorporated by reference into this report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 appears in Items 11 and 12 of this report.

Item 14. Principal Accounting Fees and Services

139

Item 15. Exhibits, Financial Statement Schedules

(a) (1) Financial Statements —

PART IV

Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for fiscal years 2014, 2013 and 2012
Consolidated Statements of Comprehensive Income for fiscal years 2014, 2013 and 2012
Consolidated Balance Sheets as of March 31, 2014 and 2013
Consolidated Statements of Cash Flows for fiscal years 2014, 2013 and 2012
Consolidated Statements of Stockholders’ Investment for fiscal years 2014, 2013 and 2012
Notes to Consolidated Financial Statements

(a) (2) Financial Statement Schedules

72
73
74
75
76
77
78

All schedules have been omitted because the information required is included in the financial statements or notes or have

been omitted because they are not applicable or not required.

(a) (3) Exhibits

Incorporated by Reference to

Registration
or File
Number
001-31617

Form or
Report
8-K

Date
October 4, 2012

Exhibit
Number
2.1

Exhibits

(2) Share and Asset Purchase Agreement, dated as of August 31,

2012, by and among the Bristow Group Inc., Kenlor
Investments Ltd., VIH Aviation Group, Ltd., VIH Helicopters
USA, Inc., CGSCH Enterprises Ltd., Cougar Aviation Ltd.,
Cougar Helicopters Inc., BHNA Holdings Inc., Bristow
Canada Holdings Inc., Bristow Canadian Real Estate Company
Inc., and Kenneth Norie.

(3) Articles of Incorporation and By-law.

(1) Restated Certificate of Incorporation of the Bristow
Group Inc. dated August 2, 2007.

001-31617

10-Q

August 2, 2007

(2) Amended and Restated By-laws of Bristow Group Inc.

001-31617

8-K

March 10, 2014

3.1

(4) Instruments defining the rights of security holders, including

indentures.

(1) Registration Rights Agreement dated December 19,
1996, between the Company and Caledonia Industrial &
Services Limited.

(2) Indenture, dated as of June 17, 2008, among Bristow
Group Inc., the Subsidiary Guarantors named therein, and U.S.
Bank National Association, as Trustee (the “Base Indenture”).

0-5232

10-Q

February 14, 1997

4(3)

001-31617

8-K

June 17, 2008

4.1

4.2

(3) First Supplemental Indenture to the 2008 Base Indenture.

001-31617

8-K

June 17, 2008

(4) Second Supplemental Indenture to the 2008 Base
Indenture.

(5) Third Supplemental Indenture to the 2008 Base
Indenture.

001-31617

8-K

October 4, 2012

10.4

001-31617

8-K

October 12, 2012

10.6

(10) (1) Offshore Logistics, Inc. 1994 Long-Term Management

333-100017 S-8

September 23, 2002

4.12

Incentive Plan, as amended.*

(2) Offshore Logistics, Inc. Deferred Compensation Plan. *

001-31617

10-K

June 8, 2004

10(18)

(3) Offshore Logistics, Inc. 2003 Nonqualified Stock Option
Plan for Non-employee Directors. *

333-115473 S-8

May 13, 2004

4(12)

140

(4) Offshore Logistics, Inc. 2004 Stock Incentive Plan.*

Exhibits

Incorporated by Reference to

Registration
or File
Number
001-31617

Form or
Report
10-Q

Date
November 4, 2004

Exhibit
Number
10(1)

(5) Employment Agreement with Richard Burman dated
October 15, 2004. *

001-31617

10-K

December 16, 2005

10(27)

(6) Form of Stock Option Agreement. *

001-31617

8-K/A February 3, 2006

10(2)

(7) Form of Aircraft Lease agreement between CFS Air,
LLC and Air Logistics, L.L.C. (a Schedule I has been filed as
part of this exhibit setting forth certain terms omitted from the
Form of Aircraft Lease Agreement).

(8) Employment Agreement with Randall A. Stafford dated
May 22, 2006.*

(9) Amended and restated Employment Agreement between
Bristow Group Inc. and William E. Chiles dated June 6, 2006.*

(10) Amended and restated Employment Agreement between
Bristow Group Inc. and Mark Duncan dated June 6, 2006.*
(11) Form of Stock Option Agreement under 2003
Nonqualified Stock Option Plan for Non-employee Directors.*

(12) S-92 New Helicopter Sales Agreement dated as of May
19, 2006 between Bristow Group Inc. and Sikorsky Aircraft
Corporation.+

(13) Bristow Group Inc. Form of Severance Benefit
Agreement.*

(14) Amendment to Employment Agreement with Richard
Burman.*

001-31617

10-Q

February 9, 2006

10(2)

001-31617

8-K

May 25, 2006

001-31617

8-K

June 8, 2006

001-31617

8-K

June 8, 2006

10(1)

10(2)

001-31617

8-K

August 7, 2006

10(3)

001-31617

8-K

August 8, 2006

10(1)

001-31617

8-K

February 22, 2007

10(1)

001-31617

8-K

April 26, 2007

(15) William E. Chiles Restricted Stock Award Documents. *

001-31617

8-K

May 8, 2007

(16) William E. Chiles Restricted Stock Award Document. *

001-31617

8-K/A June 4, 2007

10(1)

10(3)

10.3

10.1

(17) Form of Employee Performance Restricted Stock Unit
Award Letter under the Bristow Group Inc. 2004 Stock
Incentive Plan. *
(18) Form of Employee Nonqualified Stock Option Award
Letter under the Bristow Group Inc. 2004 Stock Incentive
Plan. *
(19) Form of Employee Performance Restricted Stock Unit
Award Letter under the Bristow Group Inc. 2007 Long Term
Incentive Plan. *

(20) Form of Employee Nonqualified Stock Option Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan. *

(21) Bristow Group Inc. 2007 Long Term Incentive Plan
(incorporated by reference to Appendix A of the Company’s
Proxy Statement on Form DEF14A filed with the SEC on
June 21, 2013). *

(22) Amendment to Employment Agreement dated March 10,
2008 by and between Bristow Group Inc. and William E.
Chiles.*

(23) Amendment to Employment Agreement dated March 10,
2008 by and between Bristow Group Inc. and Mark B.
Duncan. *

(24) Form of Employee Non-Qualified Stock Option Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan. *

141

001-31617

8-K

May 24, 2007

001-31617

8-K

May 24, 2007

10.2

001-31617

8-K

May 24, 2007

10.3

001-31617

8-K

May 24, 2007

10.4

001-31617

DEF
14A

June 21, 2013

001-31617

8-K

March 13, 2008

10.1

001-31617

8-K

March 13, 2008

10.3

001-31617

8-K

June 6, 2008

10.1

Exhibit
Number
10.2

10.3

10.1

10.2

10.3

10.1

Exhibits
(25) Form of Employee Restricted Stock Award Letter under
the Bristow Group Inc. 2007 Long Term Incentive Plan. *
(26) Form of Employee Performance Cash Award Letter under
the Bristow Group Inc. 2007 Long Term Incentive Plan. *

Incorporated by Reference to

Registration
or File
Number
001-31617

Form or
Report
8-K

Date
June 6, 2008

001-31617

8-K

June 6, 2008

(27) Common Stock Purchase Agreement.

001-31617

8-K

June 17, 2008

(28) Form of Outside Director Restricted Stock Unit Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan. *

(29) Amendment to Form of Aircraft Lease agreement between
CFS Air, LLC and Air Logistics, L.L.C.

(30) 2009 Amendment to Employment Agreement of
Mr. Richard Burman. *

001-31617

8-K

August 8, 2008

001-31617

10-Q

November 5, 2008

10.2

001-31617

8-K

February 3, 2009

10.1

(31) Form of Stock Option Award Letter. *

001-31617

8-K

June 10, 2009

(32) Form of Restricted Stock Award Letter. *

001-31617

8-K

June 10, 2009

(33) Form of Performance Cash Award Letter. *

001-31617

8-K

June 10, 2009

(34) Líder Aviação Holding S.A. Shareholders Agreement
dated May 26, 2009. +

(35) Amendment No. 1 to 2007 Bristow Group Inc. 2007 Long
Term Incentive Plan.*

001-31617

10-Q

August 6, 2009

001-31617

10-K

May 21, 2010

10(69)

(36) Form of 2010 Stock Option Award Letter. *

001-31617

8-K

June 15, 2010

(37) Form of 2010 Restricted Stock Award Letter. *

001-31617

8-K

June 15, 2010

(38) Form of 2010 Restricted Stock (Retention) Award Letter.
*

001-31617

8-K

June 15, 2010

(39) Form of 2010 Performance Cash Award Letter. *

001-31617

8-K

June 15, 2010

10.1

10.2

10.3

10.4

(40) Employment Agreement with Jonathan E. Baliff dated
September 12, 2010. *

001-31617

8-K

September 12, 2010

10.1

(41) Indemnity Agreement with Stephen King.

001-31617

8-K

February 7, 2011

10.1

(42) Severance Benefits Agreement with Hilary S. Ware dated
November 4, 2010. *

001-31617

8-K

May 20, 2011

10(77)

(43) Form of 2011 Stock Option Award Letter. *

001-31617

8-K

June 14, 2011

(44) Form of 2011 Restricted Stock Award Letter. *

001-31617

8-K

June 14, 2011

(45) Form of 2011 Performance Cash Award Letter. *

001-31617

8-K

June 14, 2011

(46) Bristow Group Inc. Fiscal Year 2012 Annual Incentive
Compensation Plan. *

001-31617

8-K

June 14, 2011

(47) Form of Outside Director Restricted Cash Award Letter. *

001-31617

8-K

August 5, 2011

10.1

10.2

10.3

10.4

10.1

(48) Indemnity Agreement with Mathew Masters

001-31617

8-K

November 1, 2011

10.1

(49) Amended and Restated Revolving Credit and Term Loan
Agreement, dated November 22, 2010

001-31617

10-Q

February 2, 2011

10.2

142

Exhibits

(50) First Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of December 22,
2011.
(51) Second Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of October 1, 2012.
(52) Fourth Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of March 14, 2014.
(53) Third Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of April 29, 2013.
(54) Retirement & Compromise Agreement, between Bristow
and Richard Burman, dated March 16, 2012.
(55) Amended and Restated Severance Benefits Agreement
between Bristow Group Inc. and Jeremy Akel, dated April 10,
2012. *

Incorporated by Reference to

Registration
or File
Number
001-31617

Form or
Report
8-K

Date
December 28, 2011

Exhibit
Number
10.1

001-31617

8-K

October 4, 2012

001-31617

8-K

March 14, 2014

001-31617

8-K

April 29, 2014

001-31617

8-K

March 22, 2012

001-31617

8-K

April 10, 2012

(56) Indemnity Agreement with Lori Gobillot.

001-31617

8-K

May 1, 2012

(57) Form of 2012 Stock Option Award Letter. *

001-31617

8-K

May 25, 2012

(58) Form of 2012 Restricted Stock Award Letter. *

001-31617

8-K

May 25, 2012

(59) Form of 2012 Performance Cash Award Letter. *

001-31617

8-K

May 25, 2012

(60) Bristow Group Inc. Fiscal Year 2013 Annual Incentive
Compensation Plan. *
(61) Term Loan and Credit Agreement dated as of October 1,
2012.
(62) Form of Unanimous Shareholder Agreement, by and
among Bristow Group Inc., Kenneth Norie, Cougar
Helicopters Inc., and the other parties signatory thereto.

(63) S-92 New Helicopter Sales Agreement dated as of
November 7, 2012, between Bristow Group Inc. and Sikorsky
Aircraft Corporation. +

(64) U.K. Search & Rescue Helicopter Service Contract dated
as of March 26, 2013, between Bristow Helicopters and U.K.
Department for Transport. +

001-31617

8-K

May 25, 2012

001-31617

8-K

October 4, 2012

001-31617

8-K

October 4, 2012

001-31617

10-Q/
A

10-K/
A

April 8, 2013

10.1

November 7, 2013

10.69

(65) Form of 2013 Stock Option Award Letter. *

001-31617

8-K

June 10, 2013

(66) Form of 2013 Restricted Stock Award Letter. *

001-31617

8-K

June 10, 2013

(67) Form of 2013 Performance Cash Award Letter. *

001-31617

8-K

June 10, 2013

10.2

10.1

10.2

10.3

10.4

10.1

10.7

10.1

10.2

10.3

10.4

001-31617

8-K

June 10, 2013

001-31617

10-Q

November 7, 2013

10.1

001-31617

8-K

February 3, 2014

001-31617

8-K

February 3, 2014

001-31617

8-K

March 31, 2014

10.1

10.2

10.1

(68) Bristow Group Inc. Fiscal Year 2014 Annual Incentive
Compensation Plan. *
(69) Letter regarding treatment of unvested long-term
incentive plan awards.
(70) Retirement and Consulting Agreement, between Bristow
Group Inc. and William E. Chiles, dated January 30, 2014.
(71) Form of 2014 Restricted Stock Unit Retention Award
Letter. *
(72) Separation Agreement and Release, between Bristow
Group Inc. and Mark B. Duncan, dated March 31, 2014.

143

(21)†
(23)†
(24)†
(31.1)†
(31.2)†
(32.1)†

(32.2)†

Subsidiaries.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney.
Certification of Chief Executive Officer.
Certification of Chief Financial Officer.
Certification of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Labels Linkbase Document.
101. PRE XBRL Taxonomy Extension Presentation Linkbase Document.

†

Compensatory Plan or Arrangement

Furnished herewith

Confidential information has been omitted from this exhibit and filed separately with the SEC pursuant to a
confidential treatment request under Rule 24(b)-2.

Agreements with respect to certain of the registrant’s long-term debt are not filed as Exhibits hereto inasmuch as the debt
authorized under any such Agreement does not exceed 10% of the registrant’s total assets. The registrant agrees to furnish a
copy of each such Agreement to the SEC upon request.

144

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the
21st day of May, 2014.

BRISTOW GROUP INC.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the listed capacities on the 21st day of May, 2014.

By: /s/ Jonathan E. Baliff

Jonathan E. Baliff
Senior Vice President and
Chief Financial Officer

/s/ William E. Chiles
William E. Chiles

/s/ Jonathan E. Baliff
Jonathan E. Baliff

/s/ Brian J. Allman
Brian J. Allman

*
Thomas N. Amonett

*
Stephen J. Cannon

*
Michael A. Flick

*
Lori A. Gobillot

*
Ian A. Godden

*
Stephen A. King

*
Thomas C. Knudson

*
Mathew Masters

*
Bruce H. Stover

/s/ E. Chipman Earle
* By: E. Chipman Earle (Attorney-in-Fact)

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President, Chief Executive Officer
and Director

Senior Vice President and
Chief Financial Officer

Vice President,
Chief Accounting Officer

Director

Chairman of the Board and Director

Director

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146