Bristow Group Inc. Annual Report 2015

FY2015 Annual Report · Bristow Group Inc.

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BR EA KING T HROUG H
THE C LOUDS

2 0 1 5 P R O X Y S T A T E M E N T A N D A N N U A L R E P O R T

We live our core values. We put the client first.
We build on our heritage. We pursue excellence.
We serve others.

My Fellow Shareholders:
Fiscal year 2015 was a challenging year for Bristow, our clients and the oil and
gas industry as a whole. We were not immune to the sharp decline in oil prices
and significant appreciation of the U.S. dollar. However, as a financially strong and
differentiated company in the oilfield services industry, we were not as severely
impacted either. Our employees responded to these challenging times with
resilience and purpose. As I approach the end of my first year as Bristow’s President
and CEO, I am awed by the passion, energy and leadership of our team during this
downturn. Our team continues to set higher standards in operational excellence and
achieve them every day in the name of safety and client service.

TH E B RISTOW WAY

FY15: Commitment to Industry Safety
through Collaboration
Safety is of the utmost importance, and will remain so as our
company and industry continue to mature. Regardless of the
challenges facing our company, we continue to focus on safety
as our number one core value. As part of our commitment to
our Target Zero safety culture, Bristow is moving from lagging
indicators to leading indicators in key areas. We will continue
to adapt to changing economic realities while proactively
committing substantial resources to safety.

AIR ACCIDENT RATE*
PER 100,000 FLIGHT HOURS
*Includes commercial operations only

are pleased with the achievements of this

organization under HeliOffshore CEO Gretchen

Haskin’s leadership.

FY15: Proactively Confronting

Market Challenges
In the past nine months, the changing

commodity, currency and business

environment has negatively impacted our

clients and has affected our business. This not

For the fiscal year ended March 31, 2015,

only has been a supply-oriented price decline,

our Air Accident Rate (AAR) for global

but has also been driven by less energy

operations (commercial helicopter and fixed

demand globally. Additionally, significant

wing) was zero, and our Total Recordable

currency depreciation against the U.S. dollar

Incident Rate (TRIR) was 0.23. Our consolidated

has affected our earnings.

commercial operations recently finished a

Effective April 1, 2015, Bristow reorganized

second consecutive year achieving Target Zero

its global operations into regions to better

for air accidents, a considerable achievement.

serve our clients. The four new geographic

I am particularly proud of our West African

regions, Africa, Americas, Asia Pacific and

operations, as they achieved complete air

Europe Caspian combine operations from our

and ground Target Zero for a second year

former business units. The regions are headed

in a row; a huge achievement given the

by regional directors, who have functional

challenges of working in such a dynamic region.

oversight for safety, quality and regional

Additionally, our North American operations

regulatory compliance. Finance, legal and

also achieved air and ground Target Zero

human resources functions remain in Houston.

during fiscal year 2015.

In early calendar year 2015, we also

Interest and participation in HeliOffshore,

announced that our maintenance business

our industry’s global organization for safety

functions would be absorbed by the regions.

collaboration, continue to grow. As we

This realignment will simplify our repair

stated in last year’s letter, Bristow’s commitment

processes, as the majority of maintenance

to Safety Through Collaboration means we

is currently performed within the regions.

will make every effort to share our safety-

These changes are consistent with our

related intellectual property with all

Operations Transformation and our goal to

HeliOffshore members.

streamline and standardize our processes,

We also expect to be the beneficiary of

simplify our operating model and support

information sharing by our fellow members,

innovative and faster responses to our global

because there is always more to learn. Since

clients’ needs.

its launch in October 2014, enrollment in

As part of our Transformation, we continually

HeliOffshore has grown to nearly 50 members,

look for areas that are ripe for innovation.

and includes client companies, helicopter

Our Americas region, for example, identified

manufacturers and lessor partners. We

an opportunity to increase aircraft utilization

LIFTIN G
THE WORL D

EARNINGS PER SHARE ADJUSTED FOR
SPECIAL ITEMS AND AIRCRAFT SALES

• BVA of $99.6 million, compared to $64.7

million a year ago

However, the unprecedented and quick

appreciation of the U.S. dollar negatively

impacted Bristow’s earnings per share results

more than the oil price decline. Although

we are predominantly naturally hedged

in our primary currencies from a cash flow

perspective, the translational impact of the

U.S. dollar’s appreciation, especially versus the

Brazilian real, significantly impacted our GAAP

by working with its clients to optimize flight

and adjusted earnings. As a part of our prudent

scheduling. We now are able to serve more

financial management philosophy, Bristow

clients with fewer aircraft by offering lower

periodically hedges certain foreign currency

priced flights at off-peak times, such as in

exposures in order to benefit our cash flow.

the afternoon.

In February 2015, our Board approved our

16th consecutive quarterly dividend. During

FY15: Financial Strength to Survive, Thrive

fiscal year 2015, Bristow also spent $80.8

and Win for Our Clients and Our Company
Our clients have suffered as the price of oil

million to repurchase over a million shares

of our common stock, which means more

has fallen. Bristow has been working with

than eight percent of our common stock has

clients, helicopter manufacturers and lessor

been repurchased since we first commenced

partners to identify cost and capital efficiencies

a share repurchase program in December

during this downturn. We have achieved

2011. Our capital allocation strategy to invest

some success, which has benefited our clients

for growth and provide a balanced return to

through increased operational efficiency while

our shareholders will continue to guide the

improving our revenue, EBITDAR and Bristow

company in the future.

Value Added (BVA), the primary financial metric

by which we manage, in fiscal year 2015. Our

operating cash flow also benefited, which

FY15: Accomplishments Serving Clients
Despite the industry downturn, the services

supports our investing activities including the

provided by the offshore helicopter industry

successful start of our UK Search and Rescue

saw incremental demand growth. Our focus

(SAR) contract on April 1, 2015.

on deepwater offshore production and

Stats:
• Operating revenue of $1.7 billion, a 13.9%

diversification into civilian search and rescue

(SAR) and fixed-wing services continues to

differentiate us from pure play offshore oil and

increase over last year

gas service companies as well as traditional

• Large AirCraft Equivalent (LACE) of 166,

oilfield service companies.

compared to 158 in FY14

We were busy in fiscal year 2015 serving this

• LACE Rate of $9.33 million, compared to

incremental demand. Bristow commenced two

$9.34 million in FY14

new contracts with a client in the Norwegian

CREATING
WHAT’S POSSI BL E

ADJUSTED EBITDAR* BY BUSINESS UNIT
FISCAL YEAR 2015
*Excludes corporate and other

by a large number of dedicated employees

who contributed their time, experience and

talent to making go-live for both initiatives

successful. Our new business platform opens

a new chapter that will allow us to grow and

integrate operations more efficiently, and

improve safety, compliance and business

intelligence for our company.

As part of Operations Transformation, Bristow

remains committed to our goal of reducing

our fleet to as few as eight helicopter types

in approximately five years while at the same

North Sea to support its operations in the

time continuing to support Bristow’s growth

Ekofisk field, which included the provision of

plans for the future. The end result will be a

offshore crew change and SAR services.

substantial reduction in operational complexity

We continue to see growth in the offshore

and a more globally standardized helicopter

Brazilian market, and in fiscal year 2015 saw

fleet, which will allow Bristow to more quickly

the release of several new tenders. We believe

and effectively meet our clients’ requests for

this market has significant long-term growth

our services.

prospects for our Brazilian affiliate, Líder.

Cougar Helicopters, our Canadian affiliate,

received a major contract extension for at least

FY15: Accomplishments for Future Growth
In October 2014, I issued a challenge to

another six years, to continue transporting

the industry at the Helitech Conference in

workers from St. John’s, Newfoundland,

Amsterdam. The helicopter industry must

to offshore oil installations. This contract

create life-of-aircraft support agreements with

extension involves Cougar’s construction

helicopter manufacturers to share availability

of a new hangar facility at the St. John’s

risk in order to be able to support our clients’

International Airport. The new hangar facility

future needs. I am very pleased to report that

will incorporate Cougar’s existing SAR hangar

one partner, Airbus Helicopters, was the first

and will be able to accommodate up to ten

to step up and accept this challenge. In March

aircraft once completed.

2015, Bristow rewarded them by increasing its

total firm orders for the H175 to 17 at Heli-

FY15: Accomplishments in Operations

Expo. This is the largest single order for this

Transformation
Bristow moved forward with our Operations

new aircraft type to date.

Bristow also announced a platform

Transformation by reaching two significant

development agreement with AgustaWestland

milestones in fiscal year 2015: the successful

for the AW609 TiltRotor program. The signing

go-live of SAP and of eFlight. These

of this agreement sets a major milestone for

achievements required significant investment

the development of the first commercial

as well as significant planning, coordination and

tiltrotor toward FAA/EASA certification, which

execution across our global operations

we expect will be received in 2017. This

DOING IT
FOR YOU

exclusive agreement further strengthens

Inverness on schedule on April 1, 2015.

the relationship between our companies

The start-up of additional SAR bases will

and gives Bristow a lead in offering seamless

continue throughout fiscal year 2016. We look

point-to-point logistics solutions for clients in

forward to providing this critical service to all of

one airframe.

the citizens of the United Kingdom in the years

In early calendar year 2015, Bristow

to come.

Helicopters Australia Ltd acquired an 85

percent interest in Airnorth, the leading charter

and scheduled service fixed-wing carrier in

FY15: Accomplishments for Our Communities
Bristow supports people and communities by

Northern Australia. The acquisition of Airnorth

developing the skills of our employees, and

will extend Bristow Australia’s existing services

taking the lead on improving the health and

to include fixed wing, providing point-to-point

access to educational opportunities for the

logistics solutions to our clients in this market,

people in the communities where we operate.

similar to our acquisition of Eastern Airways in

Through Bristow Uplift, our charitable giving

the UK in the prior fiscal year.

program, Bristow aligns its responsible business

Bristow will continue to invest in and execute

practices with social investments that will make

our long-term vision to be an indispensable

a positive difference, build strong community

partner to our clients, in pursuit of our goals of

relationships, and create long-term value for

generating $5 billion in revenue and having a

its business. Our employees are the heart of

$10 billion enterprise value by 2020.

Bristow Uplift, contributing many volunteer

Why should we continue to focus on growth

hours each year to the charities of their choice.

in the current market environment? It’s widely

In fiscal year 2015, Bristow donated a total

recognized that when the markets recover

of $836,935; $370,000 through our large

and demand increases for our services, our

gifts program, $417,600 in local donations

company, which has planned and executed

and nearly $50,000 in matching gifts. This

for growth in the downturn, will emerge even

represents an increase of more than 40 percent

stronger than before the downturn.

over the previous fiscal year. Notable volunteer

activities included:

FY15: SAR Accomplishments
SAR represents an opportunity to diversify

• Company-wide recognition of R U OK? Day,

a day to remind employees to connect in

our business and reduce our exposure to

meaningful ways with colleagues, friends

the volatility of the oil and gas industry. In

and family;

fiscal year 2015, Bristow Helicopters Ltd

• $50,000 donation to ReelAbilities, a Houston-

celebrated its first anniversary of delivering

based film festival that promotes inclusion

Gap SAR contract services from Sumburgh and

and celebrates the lives of individuals with

Stornoway in Northern Scotland. During fiscal

disabilities;

year 2015, our crews completed 350 missions

• $75,000 donation to the Sebeccly Cancer

and rescued or assisted more than 375 people.

Care and Support Centre in Nigeria; and

Launch of the UK SAR contract was marked

• $100,000 donation to the Honeypot

by successfully beginning operations at the

Children’s Charity, a UK-based charity that

first two UK SAR bases at Humberside and

supports vulnerable children.

FY16: The Bristow Way – Be Humble, but

and that’s a good thing. The Bristow Way is

with Great Resolve
I am blessed to have a great senior leadership

about lifting the world; creating what’s possible,

and doing it for you.

team, and a board of directors that I believe is

We are making changes now not only to

best in class, in energy or any other industry.

operate effectively in the current market

And to make it even better, I am proud that

downturn, but also to emerge stronger,

The Honorable David C. Gompert joined our

better positioned to compete globally and

board in February 2015, bringing his extensive

with a greater sense of purpose when the

experience in government, government

market recovers.

services and international relations to our Board

On behalf of our employees and partners

and management as we seek to expand our

around the globe, thank you for your continued

SAR services to other governments around the

support of Bristow.

world. His depth of knowledge and intellect are

assets to our company and we look forward to

Be safe,

his contributions to our organization.

Bristow leadership and our Board have seen

many cycles in our industry. None of them is

ever the same. But one of the silver linings of

Jonathan E. Baliff

a downturn is that an institution is humbled no

President and Chief Executive Officer

matter how smart and no matter how strong,

Bristow Group Inc.

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 August 5, 2015, at 8:00 a.m. (Central
Daylight Time) 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 (“KPMG”) as the Company’s independent auditors for the fiscal year ending

March 31, 2016.

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 11, 2015, 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 23, 2015, 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 2015 Annual Report. The E-Proxy Notice contains instructions on how to access our 2015 Proxy Statement and
Fiscal Year 2015 Annual Report over the Internet. The E-Proxy Notice also provides instructions on how you can request a paper
copy of our proxy materials, including this Proxy Statement, our Fiscal Year 2015 Annual Report and a form of our proxy card. All
stockholders who do not receive an E-Proxy Notice, including the stockholders who have previously requested to receive paper copies
of our proxy materials, will receive a paper copy of our proxy materials by mail unless these stockholders have previously requested
delivery of our proxy materials electronically. If you received our annual materials via e-mail in accordance with your previous
request, the e-mail contains voting instructions and links to this Proxy Statement and our Annual Report on the Internet.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND OUR 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 OUR 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 23, 2015

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all the
information that you may wish to consider prior to voting. Please review the entire proxy statement and the Company’s Annual Report
on Form 10-K for more detailed information.

2015 Annual Meeting of Stockholders

Meeting Date:

August 5, 2015

Meeting Time:

8:00 a.m. (Central Daylight Time)

Meeting Place:

2103 City West Boulevard, 4th Floor
Houston, Texas 77042

Record Date:

June 11, 2015

Voting Eligibility:

Only stockholders as of the close of business on the Record Date are eligible to vote at the Annual Meeting
of Stockholders or by proxy and each such stockholder shall have one vote for each share of common stock
held on the Record Date.

Voting Methods:

Eligible stockholders may vote their shares in any of the following four ways:
 In Person – You may vote your shares at the Annual Meeting of Stockholders (you will need to bring

evidence of your shareholding as well as valid photo identification);

 By Mail – You may mail your completed and executed proxy card to the address above (Attention
Bristow Corporate Secretary) which must be received by the Company on or prior to August 4, 2015;
 By Internet – You may go to www.envisionreports.com/BRS for voting instructions or scan the QR
code on your proxy card with your smartphone, then cast your vote electronically by 11:59 p.m.
(Eastern Daylight Time) on August 4, 2015; or

 By Phone – You may call toll free 1-800-652-VOTE (8683) within the USA, US territories &

Canada on a touch tone telephone and follow the instructions provided by the recorded message to vote
your shares by phone prior to 11:59 p.m. (Eastern Daylight Time) on August 4, 2015.

Business of the Meeting

Voting Matter

Item 1 - Election of Directors
Item 2 - Advisory Approval of Executive Compensation
Item 3 - Approval and Ratification of the Company’s

Independent Auditors

Our Director Nominees

Board Vote
Recommendation
FOR each nominee
FOR
FOR

See Page Number
for more information
P-12
P-56
P-58

You are being asked to vote on the election of these eleven directors. Additional information about each director’s background, skills
and experience can be found on pages P-12 – P-18.

Name

Age

Thomas N. Amonett

Jonathan E. Baliff

Stephen J. Cannon

Michael A. Flick

Lori A. Gobillot

Ian A. Godden

Director
Since
2006

2014

2002

2006

2012

2010

Principal Occupation

Independent

President and CEO
Athlon Solutions, LLC
President and CEO
Bristow Group Inc.
Former President and CEO
TSG Technical Services, Inc.
Former Executive VP and CAO
First Commerce Corporation
Founding Partner and Consultant
InVista Advisors LLC
Non-Executive Chairman
KBC Advanced Technologies

√

Committee
Memberships
Audit
Compensation

Audit

Audit
Governance
Compensation

Audit
Governance

Name

Age

David C. Gompert

Director
Since
2015

Stephen A. King

Thomas C. Knudson

Mathew Masters

Bruce H. Stover

2011

2004

2011

2009

Principal Occupation

Independent

Distinguished Visiting Professor for
National Security Studies
United States Naval Academy
Finance Director
Caledonia Investments plc
Founder and President
Tom Knudson Interests
Head of Quoted Pool
Caledonia Investments plc
Former Executive VP, Operations and
Business Development
Endeavour International Corporation

√

Committee
Memberships
Governance

Audit

Governance

Compensation

Features of Our Executive Compensation Program

Our executive compensation program is designed to support and reinforce our strategic objectives while at the same time
aligning the interests of our management with those of our stockholders. Through our annual and long-term incentive compensation,
we 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.

What We Do

What We Do Not Do

Place a heavy emphasis on variable pay with over 80% of
Named Executive Officer pay contingent upon financial and
operational performance and growth in long-term stockholder
value.

Use performance-based long-term incentive awards
compensation through cash awards contingent upon total
stockholder return (“TSR”) performance relative to peers and
restricted stock units and stock options for which value is
contingent upon stock price performance relative to grant date.

Provide excise tax gross-ups.

Allow pledging, hedging of our company stock or

reprice stock options.

Reinforce the alignment of stockholders and our executives
and directors by requiring significant levels of stock
ownership.

Pay dividend equivalents prior to vesting of

performance awards (and never on unearned portion
of awards).

Ensure accountability and manage risk through our clawback
rights, limits on maximum annual cash incentive award
opportunities and ongoing risk assessments of our program.

Enter into employment agreements with any of our

executive officers hired after June 2012.

Have an independent compensation consultant.

Provide any significant perquisites.

Meet with large stockholders to discuss matters of interest.

Guarantee bonuses or provide automatic base salary

increases.

Our Independent Auditors

The Audit Committee of our Board of Directors has determined that the firm of KPMG is independent from the Company and
once again selected KPMG as the Company’s independent auditors for fiscal year 2016. Our Board recommends a vote for the
approval and ratification of the selection of KPMG, which conducted the examination of the Company’s financial statements for each
of the past thirteen fiscal years. KPMG’s total fees for fiscal years 2015 and 2014 were $4.6 million and $4.3 million, respectively,
which included approximately $1.2 million (or 26%) of non-audit services in fiscal year 2015 and approximately $1.2 million
(or 27%) of non-audit services in fiscal year 2014 that were authorized by the Audit Committee in compliance with our pre-approval
policies and procedures.

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Page

GENERAL INFORMATION ................................................................................................................................................................. P-1
CORPORATE GOVERNANCE ............................................................................................................................................................ P-4
COMMITTEES OF THE BOARD OF DIRECTORS .......................................................................................................................... P-10
ITEM 1 - ELECTION OF DIRECTORS ......................................................................................................................................... P-12
EXECUTIVE OFFICERS OF THE REGISTRANT ............................................................................................................................ P-19
SECURITIES OWNERSHIP ................................................................................................................................................................ P-21
COMPENSATION DISCUSSION AND ANALYSIS ......................................................................................................................... P-23
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ........................................................................ P-43
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION ........................................................................................................ P-44
EQUITY COMPENSATION PLAN INFORMATION ....................................................................................................................... P-55
ITEM 2 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ................................................................................ P-56
AUDIT COMMITTEE REPORT ......................................................................................................................................................... P-57
ITEM 3 - APPROVAL AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS .................................. P-58
OTHER MATTERS ............................................................................................................................................................................. P-60
Item 1 ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT AS DIRECTORS ............................... P-60
Item 2 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ............................................................................... P-61
Item 3 APPROVAL AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS .................................... P-61

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 August 5, 2015, 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 23, 2015. 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 11, 2015 (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 34,917,581 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 as the Company’s independent auditors for the fiscal year ending March 31, 2016 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

P-1

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 Corporate 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 24, 2016,
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

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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 Corporate 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 7, 2016, and not
later than the close of business on May 7, 2016, 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 Corporate 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 our bylaws are available to stockholders free of charge upon request to our Corporate Secretary.

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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. Messrs. Masters and King also serve on the board of directors of
Bristow Aviation; however, neither Caledonia nor Messrs. Masters and King receive any distributions or compensation from Bristow
Aviation. Our Board has considered Caledonia’s interests in each of the Company and Bristow Aviation and determined that there is
no conflict in such interests. Our Board believes that having the two Caledonia designees on our Board helps further align the interests
of our Board with our stockholders. 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 2015, the Company paid to Caledonia $0.1 million representing the amount
due for the period from April 1, 2014 to March 31, 2015. According to its most recent Form 13F filed with the SEC on
April 23, 2015, Caledonia was the direct beneficial owner of 1,618,729 shares of our common stock as of March 31, 2015,
representing approximately 4.65% 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, Gompert, King, Knudson, Masters
and Stover are independent. Our Board has appointed only independent directors to our Audit Committee and Compensation
Committee in accordance with the independence requirements set forth in the SEC rules, NYSE listing standards and the charters of
such committees.

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;

 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; and

 a director who joins or resigns from the board of directors of another public company, or otherwise changes roles or
committees on such board of directors, is not required to offer to resign from our Board, but any such director must notify
and consult with our Chief Legal Officer prior to joining another public company’s board of directors or audit committee.

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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 each regularly scheduled meeting, 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.

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,
international trade regulations, confidentiality, compliance procedures and employee complaint procedures. Our Board periodically
reviews and revises our Code, as it deems appropriate. 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,

 Finance, accounting, legal or banking experience, and

 Government relations 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.

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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

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

√
√
√
√
√
√
√
√
√
√
√

√
√
√

√
√
√
√
√
√
√

√
√

√

√
√

√
√
√

√

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

√

Government
Relations
Experience

√
√

√

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 must 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 our Corporate 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

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 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 our Corporate 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. Of the eleven director nominees proposed by our Board for election at the Annual Meeting of Stockholders, eight (or more
than two-thirds) are citizens of the United States within the meaning of the Federal Aviation Act.

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. Our Board
reevaluates 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. Additionally, our Board has established financial guidelines concerning liquidity, coverage and leverage intended to allow the
Company to maintain a strong balance sheet and financial flexibility in all market conditions while avoiding excessive financial risk.
Our Board is updated regularly on relevant matters, including, but not limited to, compliance with the financial guidelines, tax and
accounting matters, litigation status, compliance with governmental regulations, quality controls, safety performance, strategic 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. Our Board also regularly meets separately with the Company’s independent
auditors and internal auditors in executive session outside the presence of management.

Director Attendance

Our Board held eight 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 our 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 through a combination of an annual director fee and restricted stock awards.

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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 July 31, 2014. We facilitate director attendance at
the Annual Meetings by scheduling such meetings in conjunction with regular Board and committee meetings.

Communication with Directors

Our Board welcomes the opportunity to hear from our stockholders and proactively engages with our stockholders on matters of
interest such as executive compensation, corporate governance and Company strategy. 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
Corporate 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 Corporate 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 Corporate 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 Communication with our Board posted on our website,

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

Forum Selection

In March 2014, our Board approved an amendment to our bylaws that provides that, unless our Board consents in writing to the
selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the
Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the
Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the
Delaware General Corporation Law (the “DGCL”), or (iv) any action asserting a claim governed by the “internal affairs doctrine,”
shall be a state or federal court located within the State of Delaware, in all cases subject to the court having personal jurisdiction over
the indispensable parties named as defendants.

Our Board adopted the forum selection provision to serve the Company’s best interests and benefit stockholders by minimizing
the expense of litigation in multiple jurisdictions and directing claims to courts that have expertise in Delaware corporate law. The
Company’s forum selection provision seeks to address the issues that arise when plaintiffs or their lawyers forum-shop, such as the
growing trend of companies facing the filing of duplicative lawsuits in multiple jurisdictions. In this regard, the Company’s forum
selection provision may allow the Company and our stockholders to avoid costly and duplicative litigation and the risk of inconsistent
outcomes when multiple similar cases proceed in different courts. Thus, our Board believes that selecting an exclusive forum for
certain types of disputes is in the best interests of the Company and our stockholders.

Our Board also believes that designating Delaware courts as the exclusive forum benefits the Company and stockholders by
having claims heard by courts that have expertise in Delaware corporate law. The Company is incorporated in the State of Delaware.
Delaware courts, and in particular, the Delaware Court of Chancery, are widely regarded as having significant expertise in corporate
law issues.

Furthermore, our Board narrowly tailored the forum selection provision to apply only to certain suits. Specifically, as described
above, the forum selection provision provides the sole and exclusive forum only for certain derivative actions, fiduciary duty claims,
claims arising pursuant to the DGCL, and claims governed by the internal affairs doctrine that should be brought in Delaware. As a
result, the provision does not affect the ability of stockholders to bring many other types of lawsuits, such as lawsuits under the federal

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securities laws that are not derivative in nature, in any appropriate forum. Moreover, our Board retains the ability to consent to an
alternative forum on a case-by-case basis.

Many companies have adopted similar provisions, and in June 2013, the Delaware Court of Chancery upheld the facial validity
of forum selection provisions that are very similar to the provision added to our bylaws, holding that they were statutorily and
contractually valid. In addition, our Board’s adoption of the forum selection bylaw amendment is consistent with Delaware law and
with Article VIII of our bylaws, which gives our Board the authority and flexibility to adopt bylaw amendments without also
obtaining stockholder approval. We believe this process is appropriate given our Board’s responsibility to protect the interests of the
Company and our stockholders.

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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 Corporate Secretary at 2103 City West Blvd., 4th Floor, Houston, Texas 77042. During fiscal year 2015, the Audit
Committee met four times, the Compensation Committee met five 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. The members and chairperson for each committee set forth below were the same
in the prior fiscal year, except that Mr. Cannon resigned from the Governance and Nominating Committee to make room for our
Board’s newest director, Mr. Gompert, who joined our Board on February 4, 2015 and subsequently joined the Governance and
Nominating Committee on May 14, 2015.

Board Committees

Audit

Compensation

Governance and
Nominating

Independent Directors
Thomas N. Amonett
Stephen J. Cannon
Michael A. Flick
Lori A. Gobillot
Ian A. Godden
David C. Gompert
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

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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 and chairperson designations for directors to our Board;

 overseeing the evaluation process by which our Board or any committee thereof reviews our Board’s, any committee’s or

management’s performance; and

 overseeing the succession plan process for each of the Company’s senior executive officers and the Chairman of our Board.

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ITEM 1 - ELECTION OF DIRECTORS

Our Board currently consists of eleven 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 eleven. 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 5.2% 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, our Board will take action within 90 days of the stockholder vote to either accept or reject the
letter of resignation submitted by such nominee. Our 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 eleven nominees for director. Each of the nominees named below is
currently a director of the Company and each, with the exception of Mr. Gompert, was elected at the Annual Meeting held on
July 31, 2014. Mr. Gompert was recommended to our Nominating and Governance Committee by a third-party search firm and one of
our non-employee directors. Mr. Gompert was appointed to our Board on February 4, 2015 following an extensive interview and
screening process involving a number of qualified candidates, and taking into account, among other things, stockholders’ interest in
adding directors with significant corporate executive, international business and government relations experience. He was
subsequently recommended by our Governance and Nominating Committee and appointed by our Board to our Governance and
Nominating Committee on May 14, 2015. All nominees for director are nominated to serve one-year terms until the Annual Meeting
in 2016 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.

P-12

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Thomas N. Amonett
American
Age: 71

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

Public Companies:
- Hercules Offshore, Inc.

(Nominating and Governance)
(since 2007)

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

- Orion Marine Group, Inc.

(Audit & Nominating and Governance)
(since 2007)

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

Private Companies:
- T.F. Hudgins Inc. (since 2014)

- Champion Technologies Inc.

(1999 – 2013)

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 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: 51

Bristow Group Inc.
- President and Chief Executive Officer,

since July 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 since 2014

Board Recommendation: Our Board concluded that Mr. Baliff 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: As our President and Chief Executive Officer, Mr. Baliff provides a critical link between senior
management and our Board. 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 assist our Board in making strategic decisions.

P-13

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Stephen J. Cannon
American
Age: 61

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

from 2004 to

2015
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: 66

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) (2011 – 2013)

- 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.

P-14

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Lori A. Gobillot
American
Age: 53

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

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 since 2012
Compensation
since 2012

Other Directorships
(Committees, if any, and Dates)

Private Companies:
- Agape Development (since January

2015)

- GetGoing, Inc. (Advisory Board)

(since 2012)

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 Board Leadership
Fellow. Her experience with fixed wing airlines is of particular use for our Board in connection with the Company’s strategic investment in Eastern
Airways International Ltd. in February 2014 and Capiteq Limited (d/b/a Airnorth) (“Airnorth”) in February 2015.

Other Directorships
(Committees, if any, and Dates)

Public Companies:
- KBC Advanced Technologies

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

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

Board since 2010
Audit since 2010
Governance
since 2010

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Ian A. Godden
British
Age: 61

KBC Advanced Technologies (a public consulting and
software company dedicated to hydrocarbon processing)
- Non-Executive Chairman, 2011 – January 2013; and

January 2015 to present

- Executive Chairman, January 2013 – December 2014
- Senior Independent Non-Executive Director,

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.

P-15

Other Directorships
(Committees, if any, and Dates)

Public Companies:
- Global Defense & National Securities

Systems, Inc.
(Audit, Compensation & Nominating
and Governance) (since 2013)

Private Companies:
- Global Integrated Security (USA) Inc.

(Chairman) (since 2011)

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

The Honorable
David C. Gompert
American
Age: 69

Board since 2015
Governance
since 2015

United States Naval Academy
- Distinguished Visiting Professor for

National Security Studies, since 2010

RAND Corporation (a public policy research
organization)
- Adjunct Senior Fellow, since 2010
- Senior Fellow, 2004 – 2009
- President, RAND Europe, 2000 – 2003
- Vice President, 1993 – 2000

Office of the Director of National Intelligence (United
States government)
- Acting Director of National Intelligence, 2010

(chief intelligence advisor to President Obama)

- Principal Deputy Director, 2009 – 2010

Coalition Provisional Authority, Iraq
- Senior Advisor for National Security and Defense,

2003 – 2004

National Defense Research Institute (a federally funded
research and development center)
- Director, 1993 – 2000

Board Recommendation: Our Board concluded that Mr. Gompert 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. Gompert holds a B.S. in Engineering from the U.S. Naval Academy and a M.P.A. from Princeton
University’s Woodrow Wilson School of Public and International Affairs. Mr. Gompert has enjoyed a distinguished career in the U.S. government, holding
senior positions including the Principal Deputy Director of National Intelligence, Acting Director of National Intelligence serving as President Barack
Obama’s chief intelligence advisor, Special Assistant to President George H. W. Bush, and Special Assistant to Secretary of State Henry Kissinger. He is also
a member of the American Academy of Diplomacy, the Council on Foreign Relations, and the Advisory Board of the Center for Cyber Studies at the U.S.
Naval Academy. His extensive government and national security experience are expected to assist our Board in connection with the development of our
search and rescue business in the United Kingdom and other potential search and rescue opportunities with various governments. Mr. Gompert’s experience
in senior management positions in the private sector at Unisys and AT&T also provides additional perspectives to 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
Stephen A. King (1)
British
Age: 54

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 public printer of commercial paper and
bank notes for central banks)
- Group Finance Director, 2002 – 2009

Midlands Electricity plc (a public 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.

P-16

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Thomas C. Knudson
American
Age: 69

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

Public Companies:
- Midstates Petroleum Company, Inc.

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

(Chairman) (since April 2015)
(Interim Chairman)
(April 2014 – April 2015)
(Audit) (April 2014 – March 2015)
(Nominating and Governance)
(since 2013)

- MDU Resources Group Inc.

(Compensation) (2008 – April 2014)

- Natco Group Inc. (Presiding Director)

(Governance, Nominating and
Compensation) (2005 – 2009)

- Williams Partners L.P.

(Audit and Conflicts) (2005 – 2007)

Private Companies:
- National Association of Corporate

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

- Episcopal Seminary of the Southwest

(2012 – May 2015)

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: 41

Board since 2011
Compensation
since 2011

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, 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

Public Companies:
- Tribal Group plc
(2009 – 2012)

Private Companies:
- Satellite Information Services

(Holdings) Ltd. (Audit)
(2007 – 2013)

- Celerant Consulting Investments
Limited (Audit) (2007 – 2012)

- TCL Limited (2007 –2012)

- Seven Publishing Limited

(2009 – 2012)

- Celona Technologies Limited

(2006 – 2010)

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.

P-17

Name,
Citizenship & Age

Current or Former Principal
Occupation, Position and Dates

Other Directorships
(Committees, if any, and Dates)

Bruce H. Stover
American
Age: 66

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

Public Companies:
- Midstates Petroleum Company, Inc.
(Audit, Compensation, Nominating
and Governance) (since March 2015)

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 23, 2015, Caledonia was the direct beneficial owner of 1,618,729 shares of
our common stock as of March 31, 2015.

P-18

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 11, 2015, our executive officers were as follows:

Name
Jonathan E. Baliff
John H. Briscoe
K. Jeremy Akel
Chet Akiri

E. Chipman Earle
L. Don Miller
Hilary S. Ware
Brian J. Allman

Age
51
57
46
43

42
52
58
42

Position Held with Registrant
President, Chief Executive Officer and Director
Senior Vice President and Chief Financial Officer
Senior Vice President and Chief Operating Officer
Senior Vice President and Chief Corporate Development,

New Ventures and Strategy Officer

Senior Vice President, Chief Legal Officer and Corporate Secretary
Senior Vice President, Mergers, Acquisitions and Integration
Senior Vice President and Chief Administration Officer
Vice President, Controller and Chief Accounting Officer

Mr. Baliff was appointed as President and Chief Executive Officer effective July 31, 2014. He joined us and served as Senior
Vice President and Chief Financial Officer from October 2010 to June 2014. Mr. Baliff also served as President from June 2014 to
July 2014. Prior to joining the Company, 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 in June 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. Akiri joined us as Senior Vice President and Chief Corporate Development, New Ventures and Strategy Officer effective
September 2, 2014. Prior to joining the Company, Mr. Akiri had worked for General Electric (GE) from 2001 to 2014, most recently
as the Chief Operating Officer for the Global Nuclear Fuels America division from 2013 to 2014. Mr. Akiri also served as Vice
President and General Manager of GE Hitachi Parts Services from 2010 to 2013, and previously in other senior management roles in
GE Aviation; Consumer and Industrial; Industrial Solutions; and in GE’s corporate headquarters where he was an executive in the
Global Business Development Group. Prior to joining GE, Mr. Akiri held vice president and senior vice president roles in several
entrepreneurial ventures from 1999 to 2000, served as an associate in Corporate Finance with Goldman Sachs & Co. and was a
management consultant from 1994 to 1997 with Corporate Decisions, which was acquired by Mercer Management Consulting.

P-19

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.

Mr. Miller was appointed as Senior Vice President, Mergers, Acquisitions and Integration effective June 4, 2015. Prior to his
recent appointment, he served as our Vice President, Mergers, Acquisitions and Integration since November 2014 and our Vice
President, Strategy and Structured Transactions from 2010 to 2014. Prior to joining the Company, Mr. Miller worked as an
independent consultant from 2008 to 2010 assisting companies in capital markets and in a financial advisory capacity. He was
previously the post-petition President and Chief Executive Officer for Enron North America Corp. and Enron Power Marketing, Inc.
from 2001 to 2007 and also served in senior financial positions with Enron, including Director – Finance and Vice President, Asset
Marketing Group from 1998 to 2001. His career also includes seven years in senior financial positions with Citicorp Securities, Inc.
and four years as an account executive with Dean Witter Reynolds, Inc. Mr. Miller is a Chartered Financial Analyst (“CFA”)
charterholder.

Ms. Ware was appointed as Senior Vice President and Chief Administration 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 after beginning his career with Arthur Andersen LLP.

P-20

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:

Name and Address of Beneficial Owner
Ariel Investments, LLC ...................................................................................................................
200 E. Randolph Drive, Suite 2900
Chicago, IL 60601

Amount
Beneficially Owned
4,222,998 (2)

Percent
of Class (1)
12.12%

9.05%
BlackRock, Inc. ...............................................................................................................................
40 East 52nd Street
New York, NY 10022

3,152,372 (3)

8.54%
Dimensional Fund Advisors LP ......................................................................................................
Building One
6300 Bee Cave Road
Austin, TX 78746

2,976,847 (4)

6.74%
The Vanguard Group Inc.-23-1945930 ............................................................................................
100 Vanguard Blvd.
Malvern, PA 19355

2,348,099 (5)

5.15%
Franklin Resources, Inc. ..................................................................................................................
One Franklin Parkway
San Mateo, CA 94403-1906

1,795,300 (6)

_____________

(1) Percentage of the 34,838,374 shares of common stock of the Company outstanding as of March 31, 2015.

(2) According to a Schedule 13G/A filed on February 13, 2015 with the Securities and Exchange Commission, 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 3,893,516 of these shares. The Schedule 13G/A 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/A. It further states
that none of Ariel’s clients have an economic interest in more than 5% of the subject securities in the Schedule 13G/A.

(3) According to Schedule 13G/A filed on January 1, 2015 with the Securities and Exchange Commission, on behalf of BlackRock, Inc.,
BlackRock, Inc. has sole voting power with respect to 3,066,519 of such shares and sole dispositive power with respect to 3,152,372 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.

(4) According to a Schedule 13G/A filed on February 5, 2015 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 2,936,810 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.

(5) According to a Schedule 13G/A filed on February 11, 2015 with the Securities and Exchange Commission, The Vanguard Group - 23-1945930
(“Vanguard”) has sole voting power with respect to 50,569 of such shares, sole dispositive power with respect to 2,301,030 of such shares and
shared dispositive power with respect to 47,069 of such shares.

P-21

(6) According to a Schedule 13G filed on February 4, 2015 with the Securities and Exchange Commission by Franklin Resources, Inc. (“FRI”), FRI
reports that such securities are beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are
investment management clients of investment managers that are direct and indirect subsidiaries (each, an “Investment Management Subsidiary”
and collectively, the “Investment Management Subsidiaries”) of FRI. When an investment management contract (including a sub-advisory
agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment
advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary has having sole investment discretion or
voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports
on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such management agreement,
unless otherwise noted in Item 4 therein. As a result, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the Investment
Management Subsidiaries listed in Item 4 therein may be deemed to be the beneficial owners of the securities reported in the Schedule 13G.
Therefore, Franklin Advisory Services, LLC, an Investment Subsidiary is reported to have sole dispositive power over all of these shares and
sole power to vote 1,656,300 of these shares. The Schedule 13G reports that the clients of the Investment Management Subsidiaries, including
investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to
direct the receipt of dividends from, and the proceeds of the sale of, the securities.

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 P-44 of this proxy statement and (iii) all of our directors and executive officers as a group
beneficially owned as of June 11, 2015:

Options
Exercisable
on or prior
to
August 11,
Name (1)
2015
K. Jeremy Akel ......................................................................................................................................
34,375
18,125
Thomas N. Amonett ...............................................................................................................................
Jonathan E. Baliff ...................................................................................................................................
52,417
John H. Briscoe ......................................................................................................................................
7,595
Stephen J. Cannon ..................................................................................................................................
-
320,489
William E. Chiles ...................................................................................................................................
E. Chipman Earle ...................................................................................................................................
25,009
Michael A. Flick ....................................................................................................................................
-
Lori A. Gobillot .....................................................................................................................................
-
Ian A. Godden ........................................................................................................................................
-
David C. Gompert (3) ..............................................................................................................................
-
Stephen A. King (4) .................................................................................................................................
-
Thomas C. Knudson ...............................................................................................................................
-
Mathew Masters (4) .................................................................................................................................
-
-
Bruce H. Stover ......................................................................................................................................
Hilary S. Ware .......................................................................................................................................
53,640
All directors and executive officers as of June 23, 2015
as a group (18 persons) (3) ......................................................................................................................
223,780

Shares
Directly
Owned as of
June 11,
2015 (2)
4,000
8,834
14,416
14,000
4,681
174,772
-
12,617
4,056
9,946
-
-
45,959
-
8,733
18,710

150,558

Total
Shares
Beneficially
Owned (4)

Percent
of
Class (5)
38,375
*
26,959
*
66,833
*
21,595
*
4,681
*
495,261
1.4 %
24,334 72,668 97,002
*
25,009
*
12,167
*
4,056
*
9,946
*
-
4.6 %
1,618,729
45,959
*
4.6 %
1,618,729
*
8,733
*
72,350

1,993,067

5.7 %

_____________

Less than 1%.

*
(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) Mr. Gompert was appointed to our Board on February 4, 2015. He did not receive a sign-on stock award, but he will be eligible to receive the

scheduled director stock award in August 2015, if elected to our Board at the Annual Meeting.

(4) Because of the relationship of Messrs. King and Masters to Caledonia, Messrs. King and Masters may be deemed indirect beneficial owners of
the 1,618,729 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.

(5) Percentages of our common stock outstanding as of June 11, 2015, adjusted for each Named Executive Officer, executive officer and director to

include such Named Executive Officer’s, executive officer’s and director’s total shares beneficially owned as of such date.

P-22

Introduction

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement provides information regarding our executive compensation program for fiscal year 2015 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, 2015 (our fiscal year end), and (iii) our former Chief Executive Officer who served in such position during a portion of
fiscal year 2015 before retiring from the Company in July 2014. For fiscal year 2015, these individuals were our “Named Executive
Officers” (or “NEOs”) and consisted of the following:

Our Named Executive Officers

Name

Title

Jonathan E. Baliff (1)

President and Chief Executive Officer

John H. Briscoe

Senior Vice President and Chief Financial Officer

K. Jeremy Akel

Senior Vice President and Chief Operating Officer

Hilary S. Ware

Senior Vice President and Chief Administration Officer

E. Chipman Earle

Senior Vice President, Chief Legal Officer and Corporate Secretary

William E. Chiles (1)

former Chief Executive Officer

____________

(1) Mr. Baliff became our Chief Executive Officer effective immediately following the retirement of Mr. Chiles as an officer on July 31, 2014.

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 NEOs (see “Item 2 – Advisory Approval of Executive Compensation” on page P-56), as it contains information
that is relevant to your voting decision.

Executive Summary

As part of our response to the market downturn, we implemented a company-wide cost reduction program that included, among
other things, a management-recommended freeze on the base salary of all employees, including our NEOs (except for Mr. Earle), for
fiscal year 2016, which also affects each employee’s and NEO’s annual cash incentive compensation opportunities and awards under
the Company’s Long Term Incentive Plan (the “LTIP”) given that such awards are calculated as a percentage of base compensation.

Despite these recent market challenges, we believe that our focus on Bristow Value Added (BVA), safety performance and
operational excellence has allowed the Company to continue to differentiate our services. The Company achieved record BVA of

P-23

approximately $100 million and 13.9% annual operating revenue growth to $1.7 billion in fiscal year 2015. Our TSR also remained in
the top quartile of the Simmons Offshore Transportation Services Group (the “Simmons Group”) for fiscal year 2015. The Simmons
Group is our peer group for purposes of measuring the Company’s TSR, which is used by our Compensation Committee to calculate
the payout for our long-term performance cash awards. The Company outperformed the Simmons Group on a TSR basis over the
three-year period from April 1, 2012 to March 31, 2015, during which time our TSR increased by approximately 20% and the TSR of
the Simmons Group declined by approximately 47%.

In order to demonstrate the alignment of CEO pay relative to our performance against the Simmons Group, we compared
(a) CEO realizable pay as a percent of target total direct compensation for the three-year period from 2012 to 2015 to (b) our TSR
performance relative to the Simmons Group over the same period. Realizable pay includes base salary, actual annual incentive awards
earned, actual long-term cash awards earned for performance during the period, and the intrinsic value of restricted shares and stock
options granted during the period, valued as of March 31, 2015. For purposes of calculating CEO pay, we used the compensation paid
to Mr. Chiles for fiscal years 2013 and 2014 and to Mr. Baliff for fiscal year 2015. The following chart highlights our outstanding
performance relative to our peers over the prior three fiscal years as well as the conservative approach that our Compensation
Committee has taken in compensating our CEO for such performance:

P-24

0%100%200%CEO Realizable Pay As a Percent of TargetBristow TSR Performance vs. Performance Peers FY 2013 -FY 2015BRSPerformance Above MedianRealizable pay above targetRealizablepay8% above target89th Percentile performance50thPercentile100thPercentile

The Relationship Between Our Fundamental Philosophy and Our Executive Compensation Program

We are the leading provider of helicopter services to the global offshore energy industry. We believe in living and working in
the “Bristow Way” which we believe defines us as an organization and as people. In short, the “Bristow Way” is epitomized by our
fundamental philosophy: “We are Bristow: Lifting the world, Creating what’s possible, Doing it for you.” We strive to build on our
heritage of providing the safest and most efficient helicopter services and aviation support worldwide while providing industry-leading
value to our clients, fellow employees and stockholders. We live our core values of safety, teamwork, integrity, excellence,
fulfillment and profitability. Our top core value of safety is reflected in our “Target Zero” culture, which is our shared commitment to
zero accidents, zero harm to people and zero harm to the environment. Our strategic objectives are organized around client success,
exceptional people, operational excellence and profitable growth.

Our executive compensation program is designed to support and reinforce our strategic objectives while at the same time
aligning the interests of our management with those of our stockholders. Our primary compensation principle, pay for performance,
supports this objective. For example, our annual incentives include key performance indicators in the areas of safety and Bristow
Value Added (BVA) that tie directly to our strategic objectives in the areas of operational excellence and profitable growth,
respectively. BVA is a customized financial performance metric that measures our returns relative to our cost of capital, and we
believe that our BVA metric closely aligns the interests of our management through the annual incentive plan with the short-term
interests of our stockholders. We believe that BVA is a more meaningful measure of short-term financial performance of the
Company than other measures such as TSR, earnings per share or return on capital invested. Additionally, satisfying our objectives in
the areas of client success and exceptional people is designed to have a direct positive impact on BVA and reward our executive
officers through the individual element of our annual 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 Fundamental Philosophy and Strategic Objectives, underpinned by Our Core Values,
drive our Executive Compensation Program

Our Fundamental Philosophy

Our Strategic Objectives

We are Bristow
Lifting the world
Creating what’s possible
Doing it for you

Our strategic objectives of client
success, exceptional people,
operational excellence and
profitable growth

Our Executive Compensation
Program

 Safety performance is a key

measure in our annual incentive
plan.

 BVA measures operational

excellence and profitable growth
and is directly impacted by
achievement of objectives around
client success and exceptional
people.

 Discretionary component of our

annual 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, Teamwork, Integrity, Excellence, Fulfillment & Profitability govern and underpin all that we do.

P-25

Through our annual and long-term incentives, the Compensation Committee is able to incentivize prudent financial growth and
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 safe execution of our operations.

Key Characteristics of our Executive Compensation Program Aligned with Stockholder Interests

We design our executive compensation program to be performance driven, competitive with the market and responsibly

governed to mitigate excessive risk-taking.

Strong Alignment with Stockholders (What We Do)

Pay for Performance. We place a heavy emphasis on
variable pay with over 80% of NEO pay contingent upon
financial and operational performance and growth in
long-term stockholder value.

Stock Ownership Guidelines. We reinforce the
alignment of stockholders and our executives and directors
by requiring significant levels of stock ownership.

Independent Compensation Consultant. The
Compensation Committee engages the services of an
independent compensation consultant.

Stockholder Engagement: We meet with large
stockholders to discuss matters of interest.

Performance-Based Long-Term Incentives. We use
performance-based long-term incentive awards for which
value is contingent upon either stock price performance
relative to the grant date, 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.

Comprehensive Risk Assessment. The Compensation
Committee continually monitors compensation policies,
programs and practices with their independent
compensation consultant and outside counsel to ensure that
they do not encourage excessive risk taking.

Clawback Policy. Individuals deemed to have violated
our Code may lose a portion or all of their annual
incentive compensation as determined by the
Compensation Committee on a case by case basis.

Cap Annual Cash Incentive Awards and LTIP Awards.
We cap annual cash incentive awards at a certain
percentage of the executive’s base salary as well as LTIP
awards as a total number of shares or cash, as applicable.

Sound Governance Principles (What We Do Not Do)

Tax Gross-ups. No excise tax gross-ups.

Guaranteed Bonuses. No guaranteed annual or

multi-year bonuses.

Repricing Stock Options. Prohibition on repricing of
stock option awards.

Perquisites. No significant compensation in the form of
perquisites for NEOs.

Pledging or Hedging Company Stock. Prohibitions on
the pledging (unless our Chief Legal Officer consents to
the pledge) or hedging of Company stock.

Dividend Equivalents. No dividend equivalents are
paid prior to vesting of performance awards (and never
on unearned portion of awards).

Automatic Base Salary Increases. The base salaries of
our NEOs are reviewed annually and were not increased
for fiscal year 2016 due to a freeze of base salaries of all
employees, including our NEOs (except for Mr. Earle).

Employment Agreements. The Compensation
Committee discontinued entering into employment
agreements with executive officers hired after
June 2012.

P-26

Performance Highlights in Fiscal Year 2015

Despite the oil and gas market downturn in fiscal year 2015, we achieved the following significant accomplishments with respect

to each of our strategic objectives in furtherance of the Bristow Way:

 Profitable Growth

o Objective: Achieve outstanding stockholder return and increase year-over-year Bristow Value Added (BVA).
o Accomplishments

 Despite the market downturn and unfavorable impact of changes in foreign exchange rates during fiscal
year 2015, we achieved year-over-year increases in consolidated BVA and operating cash flow of
approximately $34.9 million and $21.1 million, respectively, and we increased our cash returns on invested
capital to 13.2%, driven by approximately $42.7 million in revenue growth, approximately $24.7 million in
margin improvement, approximately $10.9 million in increased capital efficiency, and partially offset by
approximately $3.4 million from our investment in Lider in Brazil and by approximately $29.1 million in
increased aircraft and other capital expenditures.

 From April 1, 2012 to March 31, 2015, we increased our TSR by approximately 20% whereas the TSR of
the Simmons Group and the PHLX Oil Service Sector Index over the same period decreased by
approximately 47% and 20%, respectively. From April 1, 2010 to March 31, 2015, we increased our TSR
by approximately 50% whereas the TSR of the Simmons Group and the PHLX Oil Service Sector Index
over the same period decreased by approximately 27% and 7%, respectively.
In fiscal year 2015, we reinvested $601.8 million in our business through capital expenditures (including
$476 million on aircraft) intended to foster organic growth while at the same time returning significant
value to our stockholders through a 28% increase in our dividend (culminating in more than a doubling of
the dividend over the past four fiscal years) and a record $80.8 million in share repurchases through our
share repurchase program.



 Operational Excellence

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

 Our safety performance in fiscal year 2015 was the best in our Company’s history.

 Target Zero safety was achieved by our West Africa Business Unit, North America Business Unit and
Bristow Academy in fiscal year 2015, and Target Zero safety was achieved across the Company for the
twelve months from September 2013 through August 2014.

 We achieved Target Zero Air Accident Rate for each of fiscal years 2014 and 2015, and simultaneously
reduced our Total Recordable Injury Rate, excluding Eastern Airways and Airnorth for sake of comparison,
by 42% from 0.26 in fiscal year 2014 to 0.15 in fiscal year 2015.

 We coordinated a response from Human Resources, Operations, and Business Development in implementing a
five point strategy designed to preserve revenue and reduce costs to achieve EBITDAR growth in fiscal
year 2016.

 During fiscal year 2015, on time departures for our aircraft were approximately 97%, our aircraft availability

was 98% and we received 1.5 times as many accolades as complaints from our passengers.

 We successfully implemented SAP as a new global technology platform in support of finance and supply chain
business processes and initiated phase two for the development and implementation of SAP in support of
global maintenance operations.

 We took a leadership position in establishing and supporting HeliOffshore, a non-profit organization dedicated

to improving safety in the offshore helicopter transport industry.

 Client Success

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

operational risks and costs.

o Accomplishments

 We responded to the market downturn with innovative ideas to reduce costs for our clients and sustain our

margins and revenues.

P-27

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

 In fiscal year 2013, Bristow Helicopters Limited was awarded a contract by the U.K. Department for Transport
to provide civilian search and rescue services for the Maritime and Coastguard Agency covering all of the U.K.
(the “U.K. SAR contract”). The U.K. SAR contract has a phased-in transition period that began in April 2015,
which is when we commenced U.K. SAR operations at our Humberside and Inverness bases on time and on
budget.

 In February 2015, we acquired an 85% interest in Airnorth, Northern Australia’s largest regional fixed wing
operator, which is expected to strengthen our ability to provide point-to-point transportation for our clients.

 Exceptional People

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

performance.
o Accomplishments

 We developed and implemented a comprehensive series of labor strategies globally to address the oil price

decline and preserve employee morale while reducing labor costs.

 We successfully managed a comprehensive executive transition and subsequent reorganization.
 We implemented robust leadership training programs which have resulted in 44% of the graduates advancing
into more senior leadership positions over the past five fiscal years. We were nominated for our leadership
programs by CEO Magazine.

 In fiscal year 2015, voluntary turnover was 5.6%, which was in the Corporate Executive Board benchmark’s

top performing quartile.

 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
$787,603 to 160 charitable organizations around the world, matched more than $49,334 in charitable
contributions made by our employees and participated directly in 106 outreach events throughout the year.

CEO and CFO Transitions and Pay-At-A-Glance for Fiscal Year 2015

On February 3, 2014, we announced that Mr. Baliff was appointed President and Chief Executive Officer to succeed Mr. Chiles
effective upon his retirement as Chief Executive Officer on July 31, 2014. As part of the transition, the Compensation Committee also
approved the following for Mr. Baliff:



a 54.3% increase in his annual salary from $453,600 to $700,000, effective May 19, 2014;

a target bonus opportunity of 75% of his prorated salary and a maximum bonus opportunity of 187.5% of his prorated
salary for the portion of fiscal year 2015 prior to May 19, 2014; and

a target bonus opportunity of 100% of his prorated salary and a maximum bonus opportunity of 250% of his prorated
salary for the remaining portion of fiscal year 2015 beginning on May 19, 2014.

Following extensive deliberations, the Compensation Committee determined that because Mr. Chiles served as Chief Executive
Officer for a meaningful portion of fiscal year 2015, he was eligible for a target bonus opportunity of 100% of his prorated salary, or
such greater amount determined by the Committee based on his performance relative to pre-established goals applicable to the
Company’s Chief Executive Officer, in each case prorated based on the portion of fiscal year 2015 during which Mr. Chiles served as
Chief Executive Officer from April to July 2014, 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).

Mr. Chiles retired as the Company’s Chief Executive Officer effective July 31, 2014, but remains as an employee providing
consulting services to the Company through July 31, 2016. According to the terms of his Retirement and Consulting Agreement,
Mr. Chiles was eligible to receive a pro rata discretionary cash award based on his performance as Chief Executive Officer of the
Company from April 1, 2014 to July 31, 2014 with an entry bonus opportunity of 100% of his prorated salary. On June 4, 2015, the
Compensation Committee determined that his performance as Chief Executive Officer for a portion of fiscal year 2015 and

P-28

achievement of specific pre-established goals set by the Compensation Committee warranted a discretionary cash payment to
Mr. Chiles of $521,709, which is equal to 164.3% of his prorated bonus opportunity.

As a consultant, Mr. Chiles performs such duties as requested by the Company between August 1, 2014 and July 31, 2016,
including advice and consulting regarding the achievement of certain business objectives and matters of strategy. He will be eligible
for a discretionary cash award at the end of his first year of consulting services on July 31, 2015 depending on the extent to which the
Compensation Committee determines that he has achieved his pre-determined consulting goals for the period from August 1, 2014 to
July 31, 2015. The consulting services performed by Mr. Chiles have not and will not include any policy-making duties or authority.

On June 5, 2014, we announced that Mr. Briscoe was appointed Senior Vice President and Chief Financial Officer effective
June 9, 2014. Mr. Briscoe receives an annual salary of $425,000. He was eligible to participate in the Company’s annual incentive
compensation plan for fiscal year 2015 with a target bonus opportunity of 75% of base salary and a maximum bonus opportunity of
187.5% of base salary. Mr. Briscoe received an initial LTIP award valued at $1,275,000, with the value of such award to be evenly
distributed among restricted stock units, stock options and performance cash. Mr. Briscoe’s restricted stock units and performance
cash will vest three years from the date of grant of June 9, 2014 and his stock options will vest in one-third increments on the first,
second and third anniversary of the date of grant of June 9, 2014.

Response to FY2014 Say on Pay Results and FY2015 Compensation Program

At our 2014 Annual Meeting, 96.6% of our stockholders who cast a vote for or against the proposal approved the advisory
resolution on the compensation of our named executive officers. The Company’s overall governance practices were once again
considered to be in the top 20% of companies reviewed by Institutional Shareholder Services Inc. for purposes of its QuickScore
report issued with respect to fiscal year 2015. 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 management with those of our stockholders. In
addition, the Company routinely engages with investors to understand their issues and perspectives on the Company, including
executive compensation practices. In light of this strong stockholder support and the Committee’s view that our compensation
program is properly aligned with stockholder interests and each of our strategic objectives outlined by the Bristow Way, the
Committee elected to not make any structural changes to the program for fiscal year 2015. Our Board also considered stockholder
input with respect to providing a balanced return to our stockholders in fiscal year 2015, including (i) a 28% increase to our quarterly
dividend and (ii) the execution of $80.8 million in share repurchases.

P-29

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. Over 80% of our NEO pay is contingent upon
financial and operational performance and growth in long-term stockholder value. Accordingly, if such performance is not achieved,
the base salary for our NEOs can 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 performance in the annual incentive plans,
plus the expected value of long-term compensation grants in fiscal year 2015, used by the Compensation Committee for our CEO and
our other NEOs 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 NEOs can vary significantly based on company financial performance, safety performance, stock
price performance and the NEO’s individual performance):

Significant Majority of NEO Pay Variable and Incentive Based

CEO*

Salary
15%

Fixed
15%

Bonus
15%

Restricted
Stock
23%

Performance
Cash
23%

Variable
85%

Stock Options
24%

Short-term 30%
Long-term 70%

* CEO compensation targets with respect
to Mr. Baliff for fiscal year 2015.

Compensation Benchmarking

Other NEOs

Fixed
23%

Restricted Stock
20%

Salary
23%

Bonus
16%

Performance
Cash
20%

Variable
77%

Stock Options
21%

Short-term 39%
Long-term 61%

We are always competing for the best talent with our direct industry peers and with the broader market. Consequently, our
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, our Compensation Committee engages Pearl
Meyer & Partners, LLC (“Pearl Meyer”) as its 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. In combination, these data points help
to define our “competitive market” for executive compensation.

P-30

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

Oilfield Services Industry Survey

General Industry Survey

Description
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 the Company. This group
provides a direct comparison to NEOs at companies with which we
compete for talent.
Multiple surveys reflecting compensation among oilfield services
companies with revenues comparable to Bristow. These surveys provide
industry-specific reference-point from a broader sample of companies
and positions than those included in our Proxy Peer Group
Represents companies with revenues similar to Bristow across all
industries to provide additional perspective on the broader market within
which we compete for talent

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

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

Company
Ensco plc

Superior Energy Services, Inc.

Oceaneering International, Inc.

Noble Corporation plc

Diamond Offshore Drilling, Inc.

Dresser-Rand Group Inc.

McDermott International Inc.

Rowan Companies plc

Oil States International, Inc.

Our Performance Peer Group

Proxy Peer Group

Revenue (in millions)
$ 4,565

Company
Kirby Corporation

$ 4,557

$ 3,660

$ 3,233

$ 2,815

$ 2,812

$ 2,301

$ 1,824

$ 1,820

Forum Energy Technologies, Inc.

Tidewater Inc.

SEACOR Holdings Inc.

Atwood Oceanics, Inc.

Newpark Resources, Inc.

Helix Energy Solutions Group, Inc.

Core Laboratories NV

Bristow FY 2015 Global Revenues

Proxy Peer Group Median

Revenue (in millions)

$ 1,771

$ 1,740

$ 1,496

$ 1,319

$ 1,174

$ 1,118

$ 1,107

$ 1,085

$ 1,859

$ 1,820

For purposes of measuring the Company’s TSR, which is used by the Compensation Committee to calculate the payout for our
long-term performance cash awards (see pages P-37 – P-38 for more details regarding our Long-Term Incentive Awards), the
Compensation Committee uses 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 TSR 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.

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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 within the median range of the
marketplace for executives with similar responsibilities. The Compensation Committee considers the competitive market data
noted above 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.

Fiscal Year 2015 and Fiscal Year 2016 Base Salaries

In June 2014, the Compensation Committee increased the base salary of the applicable named executive officers at the time
(excluding Messrs. Baliff and Briscoe) who are listed below by an average of 9.2%. These adjustments were made in order to
keep their base salaries competitive in light of the Pearl Meyer competitive market 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. Baliff by 54.3% effective as of May 19, 2014 in connection with his promotion to CEO and related transition
expectations. In June 2015, management recommended and the Compensation Committee agreed to freeze the base salary of all
employees, including our NEOs (except for Mr. Earle), together with a freeze of all promotions and hiring for fiscal year 2016,
subject to certain rare exceptions. In June 2015, the Compensation Committee, after considering the updated market survey and
Proxy Peer Group data provided by Pearl Meyer, made an exceptional adjustment to increase Mr. Earle’s base salary by 5.2% for
fiscal year 2016 in order to better align his base salary with the market and the base salaries of our other executive officers.

Base
Salary
Prior to
May 19, 2014
453,600

375,375

388,960

363,000

Base
Salary
Effective
May 19, 2014
700,000

425,000

439,189

412,298

380,061

Base
Salary
Effective
June 1, 2015
700,000

425,000

439,189

412,298

400,000

Named Executive Officer
Jonathan E. Baliff
John H. Briscoe (1)
K. Jeremy Akel

Hilary S. Ware

E. Chipman Earle

____________

(1) Mr. Briscoe joined the Company effective June 9, 2014.

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 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 2015, 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

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financial results. In fiscal year 2015, 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 4, 2014 a minimum performance objective for officers of the Company set
forth in the Supplement to the Bristow Group Inc. Fiscal Year 2015 Annual Incentive Compensation Plan (the “2015 Plan”)
(which was disclosed in our Form 8-K filed on June 10, 2014), which objective was positive earnings before interest, taxes,
depreciation and amortization for any fiscal quarter during fiscal year 2015 commencing with the fiscal quarter commencing
July 1, 2014. If the minimum performance objective was not satisfied, our officers would not have been entitled to any award
under the 2015 Plan. However, given that the minimum performance objective was satisfied as determined by the Compensation
Committee on November 5, 2014, each officer was eligible to earn the applicable maximum award under the 2015 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 how we act as a company and individuals and to
align with each of our strategic objectives in furtherance of the Bristow Way. 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 2015 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 2014.

Annual Cash Incentive
Key Performance Indicators (KPIs)

Individual
25%

Safety
25%

BVA
50%

 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 2015,
the Company achieved total BVA of approximately $100 million and a year-over-year improvement in BVA of
approximately $34.9 million resulting in a BVA performance score of 0.97. As for the BVA portion of our incentive award
for fiscal year 2015, our KPI levels and actual BVA results were as follows:

Threshold Level
Expected Level
Maximum Level
FY 2015 Actual

Year-Over-Year
Change in BVA
(in millions)
$ (34.5)
0.0
69.1
34.9

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BVA
Performance
Score
0.00
0.50
1.50
0.97

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 the
interests 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. Improvement in BVA has
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 on a straight-line basis down to a
minimum of zero.

 Safety (25%) – Safety continues to be the key component of our strategic objective of client success and the cornerstone of
our “Target Zero” culture. For fiscal year 2015, our safety KPI levels for our executive officers and actual results were as
follows:

Threshold Performance Level
Expected Performance Level
Maximum Performance Level
FY 2015 Actual

TRIR
Performance
Score
0.050
0.125
0.250
0.078

Air Accidents

Class “A”
0
0
0
0

Class “B”
2
1
0
0

Air Accidents
Performance
Score
0.050
0.125
0.250
0.250

TRIR
0.26
0.18
0.09
0.23

Our safety performance in fiscal year 2015 was the best in the history of the Company with no air accidents and a Total
Recordable Injury Rate (“TRIR”) of 0.23. As set forth above, our KPIs for safety performance in fiscal year 2015 included
(i) consolidated TRIR, which is a measure of the number of qualifying injuries per 200,000 labor hours, for the fiscal year
compared to a preset target, and (ii) consolidated 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. TRIR replaced Bristow Safety Index (“BSI”) as a component of the safety performance portion of the annual
incentive award for fiscal year 2015. AA replaced Bristow Aircraft Incident Rate (“BAIR”) as a component of the safety
performance portion of the annual incentive award for fiscal year 2015.

The TRIR and AA performance is measured at the consolidated corporate level, which includes Bristow Academy,
U.K. SAR operations, Eastern Airways and Airnorth. For fiscal year 2015, in the event the Company’s administrative,
ground or air operations (including the operations of Bristow Academy, U.K. SAR operations, Eastern Airways and Airnorth)
resulted in a fatality, all plan participants, including each of the Company’s executive officers and not just plan participants
located where the fatality occurred, would not receive any compensation for the safety portion of their respective incentive
awards. If during fiscal year 2015, our operations resulted in a Permanent Total Disability Case (as defined in the 2015 Plan)

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for any employee, passenger, bystander or anyone involved in such operations, the TRIR portion of the annual incentive
award would be eliminated. Additionally for fiscal year 2015 and as demonstrated above, in the event the Company’s air
operations resulted in any Class “A” accident or more than two Class “B” accidents, the portion of any incentive award
attributable to the safety performance component of AA would be zero for all of the Company’s corporate employees,
including each of the Company’s executive officers, as well as plan participants in all consolidated parts of the Company
(including Bristow Academy and U.K. SAR operations), not just the part of the Company in which the Class “A” accident or
Class “B” accidents occurred.

The Bristow Safety Review Board was formed in June 2014 in order to establish best practices in safety and to create an
independent review body when classifying accidents. The Bristow Safety Review Board is composed of four members,
including an independent safety expert from outside of the Company who is not a participant under the Plan and has no
compensation impacted by the classification of any incident. The Bristow Safety Review Board meets at least once each
quarter to review safety incidents and accidents that potentially impact the safety portion of the Plan. The final classification
of all aircraft accidents and fatalities are subject to the recommendation of the Bristow Safety Review Board with final
review and certification to be made by the Compensation Committee at its sole discretion.

 Individual Performance (25%) – For fiscal year 2015, the individual threshold performance score and the individual target
performance score for each of our NEOs was 0.00 and 0.25, respectively. The actual individual performance score for
Mr. Baliff was 0.45 and the actual individual performance scores for our other NEOs ranged from 0.25 (the individual target
performance score) to 0.45.

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 client success,
exceptional people, operational excellence and profitable growth. The practice of considering individual performance on a
case-by-case basis permits consideration of flexible criteria, including the recognition of positive results and superior effort in
the face of challenges during the fiscal year.

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 2015 Annual Cash Incentive Award Payment Calculations

The annual cash incentive awards for our Chief Executive Officer and each of our other NEOs for fiscal year 2015 were
calculated as follows:

Named Executive
Officer
Jonathan E. Baliff
John H. Briscoe (2)
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle
William E. Chiles (3)
__________

FY 2015
Base
Salary (1)
$666,922
$425,000
$430,622
$409,165
$377,771
$317,534

Target Award
Percentage

100%
75%
75%
65%
65%
100%

Actual
Cumulative
Performance
Scores
X

1.70
1.54
1.72
1.74
1.69
1.64

Actual
FY 2015
Cash Incentive
Award
$1,135,910
$491,831
$554,857
$463,563
$415,718
$521,709

(1) For each NEO, fiscal year 2015 base salary includes the lower base salary from page P-32 that was applicable between April 1, 2014 and

May 18, 2014 and the higher base salary from page P-32 that was applicable between May 19, 2014 and March 31, 2015.

(2) Mr. Briscoe joined the Company effective June 9, 2014.

P-35

(3) Pursuant to his Retirement and Consulting Agreement, Mr. Chiles was 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 period of fiscal year 2015 during
which he served as Chief Executive Officer. Mr. Chiles was evaluated by the Compensation Committee based on goals set for the Chief
Executive Officer position for fiscal year 2015.

Fiscal Year 2016 Annual Incentive Award Structure

In June 2015, the Compensation Committee approved and adopted an annual incentive compensation plan for fiscal year 2016
(year ending March 31, 2016) for our senior managers, including each of our NEOs (other than Mr. Chiles) (the “2016 Plan”).
The Compensation Committee established for our officers a minimum performance objective for the 2016 Plan, which objective
is positive earnings before interest, taxes, depreciation and amortization during any fiscal quarter during fiscal year 2016
commencing with the fiscal quarter beginning July 1, 2015. If the minimum performance objective is not satisfied, our officers
will not be entitled to any award under the 2016 Plan. If the minimum performance objective is satisfied, each officer will be
eligible to earn the applicable maximum award under the 2016 Plan, subject to reduction for Company performance relative to
the safety and financial KPIs below, individual performance and the discretion of the Compensation Committee. The KPIs
selected for fiscal year 2016 and relative weightings for each of our officers are set forth below:

 BVA – weighted 50%;

 Safety, including (i) the Company’s consolidated 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%; and

 Individual performance – weighted 25%.

The annual incentive target and maximum levels expressed as a percentage of base salary for fiscal year 2016 for our CEO and
the other NEOs (other than Mr. Chiles) are outlined below:

Named Executive Officer
Jonathan E. Baliff
John H. Briscoe
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle

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

Target
100%
75%
75%
65%
65%

Fiscal year 2016 threshold, expected and maximum bonus award levels for the NEOs were approved by the Compensation
Committee in June 2015. The award levels for the KPIs applicable to the NEOs for fiscal year 2016 were set at the following
levels:

FY 2015 Actual

Change in BVA
(in millions)

34.9

FY 2016 Threshold Level

(37.6)

FY 2016 Expected Level

FY 2016 Maximum Level

0.0

75.2

TRIR
0.23

0.24

0.20

0.14

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

In order to account for our new fixed wing operations, the expected level for TRIR for fiscal year 2016 was increased by 11%
relative to the expected level for TRIR that was in place for fiscal year 2015. This increase acknowledges the higher pro forma
TRIR of our fixed wing operations for fiscal year 2015 while maintaining our goal of Target Zero for consolidated operations.
Our continuing commitment to safety is evidenced by the expected level for TRIR for fiscal year 2016 representing a 13%
improvement relative to the actual TRIR result for fiscal year 2015. The expected level for AA for fiscal year 2016 remains the
same as the expected level for fiscal year 2015. The award levels for TRIR applicable to the NEOs for fiscal year 2016 will also

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be adjusted on a prorated basis for TRIR attributable to any businesses that may be acquired and consolidated or otherwise
disposed of by the Company during fiscal year 2016.

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, except as they may relate to compliance
with any applicable stock ownership guideline, have no bearing on the size of a long-term incentive award.

The long-term incentive compensation for each of our NEOs consists of three components as summarized in the following table:

Long Term
Award Type
Stock Options

Weight
One-third

Restricted Stock
Units

One-third

Performance
Cash

One-third

Key Characteristics

 Exercise price is equal to the closing stock price on the grant date.
 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
 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
 Payout can vary from 0% to 200% of the target cash amount, depending on
Bristow’s TSR 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 TSR
performance in excess of that produced by our offshore transportation peers in the
Simmons Group

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 the Company 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 positive
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 the Company’s TSR 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).

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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 2015 LTIP Awards

In June 2014, 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 NEOs:

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

Performance Cash
Target
$ 1,082,667
$ 425,000
$ 439,189
$ 346,331
$ 319,251
$ 1,583,334

Stock
Options
60,374
22,787
24,491
19,313
17,803
88,293

Restricted
Stock Units
14,550
5,492
5,902
4,654
4,290
21,279

(1) Mr. Briscoe joined the Company effective June 9, 2014.

(2) Per the terms of Mr. Chiles’s Retirement and Consulting Agreement, his unvested stock options and restricted stock unit grants awarded
in May 2012 and June 2013 fully vested on July 31, 2014, and his unvested stock options and restricted stock unit grants awarded on
June 4, 2014 will vest on July 31, 2016, or earlier upon a qualifying event that occurs during the employment period. His outstanding
performance cash awards are subject to actual stockholder return results for the applicable three-year period and paid at the same time the
other NEOs receive their performance cash payments. His May 2012 performance cash award was paid on May 19, 2015.

Fiscal Year 2016 LTIP Awards

In June 2015, 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 NEOs (other than Mr. Chiles):

Named Executive Officer
Jonathan E. Baliff
John H. Briscoe
K. Jeremy Akel
Hilary S. Ware
E. Chipman Earle

Performance Cash
Target
$ 1,233,333
$ 446,250
$ 548,986
$ 412,298
$ 368,000

Stock
Options
110,410
39,949
49,146
36,910
32,944

Restricted
Stock Units
20,954
7,582
9,327
7,005
6,252

The Compensation Committee established a minimum performance objective applicable to restricted stock units and long-term
performance cash awards for fiscal year 2016. 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, 2015 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, NEOs will forfeit the fiscal year 2016 grants of restricted stock units and long-
term performance cash awards. If the minimum performance objective is satisfied, the NEO 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 TSR, individual performance and the discretion of the Compensation Committee. The overall
design of the long-term incentives awarded in fiscal year 2016 is the same design used in fiscal year 2015 with the final performance
cash payout amount dependent on (i) satisfaction of the minimum performance objective and (ii) the TSR of the Company over a
three-year period relative to the TSR of each of the companies within the Simmons Group over the same period. Following his
retirement as CEO of the Company upon the conclusion of last year’s annual meeting of stockholders, Mr. Chiles stopped being
eligible for LTIP awards.

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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 NEOs (other than Mr. Chiles), 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 NEOs, 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 but do not represent a material part of our executive
compensation program. Other perquisites, such as club dues reimbursements and car allowances, 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 NEOs. Pursuant to these agreements, the
applicable NEO 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.

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.

Neither Mr. Chiles nor any 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 NEOs with a
prorated target annual bonus, cash severance equal to one times or two times the sum of the NEO’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 NEO 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 NEO’s base salary and the
highest annual bonus paid to such NEO 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.

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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

the entire senior management

Each of Messrs. Baliff, Briscoe 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
input from
the Compensation Committee’s compensation consultants, makes
recommendations to the Compensation Committee as to performance measures and levels to be used for annual incentive
compensation. Pursuant to his Retirement and Consulting Agreement, the Compensation Committee also conducted a performance
evaluation of Mr. Chiles with respect to his service as our Chief Executive Officer during a portion of fiscal year 2015.
Messrs. Briscoe 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.

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, including executive sessions, 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.

Pearl Meyer has served as the compensation consultant for the Compensation Committee since September 2013. In fiscal year
2015, the Company incurred approximately $162,000 in fees payable to Pearl Meyer for services provided to the Compensation
Committee. 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 was
anticipated to result in $20,000 or more in cost to the Company. In fiscal year 2015, Pearl Meyer did not provide any consulting
services to the Company related to general compensation, employee benefits or other human resources related matters.

In July 2014, 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;

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 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 the Company during 2014 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 risk and our overall compensation policies, programs
and practices for executive officers and other employees. 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 our Code and the policies that support our Code. Any violation of our Code may result in the
Compensation Committee clawing back prior awards made to applicable plan members, including our executive officers.
Additionally, in the event of an accident that results in a fatality, all plan members, including all executive officers, will not receive
any compensation for the safety portion of their respective annual incentive awards. Finally, in the event of any Class “A” accident or
more than two Class “B” accidents, all plan members, including all executive officers, will not receive the air safety portion of their
respective annual incentive awards. The Compensation 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
five years after becoming a director on our Board, outside directors are expected to hold Company stock, including unvested restricted
stock or restricted stock units, 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 our Board. In the event the annual cash retainer is increased during a director’s tenure on our Board,
such director has five years from the effective date of such increase to hold additional Company stock, including additional unvested
restricted stock or additional restricted stock units, 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 our 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 May 19, 2016 and the five year anniversary of the date they first
became an officer. 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

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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 our 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 performance 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 our Code, 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 Compensation
Committee has not established provisions in our annual incentive plan or in the Company’s 2007 Long Term Incentive Plan (as
amended and restated in 2013, the “Plan”) for retroactively adjusting past performance compensation in the event of a restatement of
prior period financial results. Implementation of such provisions has been postponed pending the release of guidelines from the SEC
according to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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 vested 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 $11.7 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 $19.4 million of Company stock, including unvested restricted stock and unvested
restricted stock units, which is $7.7 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 Chief Legal Officer 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).

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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

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table provides information about the compensation of each of our NEOs:

Summary Compensation Table

Name & Principal
Position
Jonathan E. Baliff, ..
President and CEO

Fiscal
Year
2015 $666,922

Salary
($) (1)

Bonus
($)
-

2014 $ 448,997

2013 $ 417,205

John H. Briscoe, ......
Sr. VP and CFO (6)

2015 $343,493

K. Jeremy Akel, ......
Sr. VP and COO

Hilary S. Ware, .......
Sr. VP and CAO

2015 $430,622

2014 $370,700

2013 $ 338,979

2015 $409,165

2014 $384,116

2013 $ 351,700

E. Chipman Earle, ....
Sr. VP, CLO and
Corporate Secretary (7)

2015 $377,771

2014 $358,479

William E. Chiles, ...
former CEO (8)

2015 $ 950,000

2014 $886,438

2013 $ 814,521

Stock
Awards
($) (2)

Option
Awards
($) (2)
$2,987,577 $ 1,036,622 $ 1,135,910

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

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

All Other
Compensation
($) (5)
229,118 $ 6,056,149

Total($)

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

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

$1,173,026 $ 408,343 $ 491,831

$1,211,904 $ 420,510 $ 554,857

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

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

$ 955,661 $ 331,604 $ 463,563

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

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

$ 880,929 $ 305,678 $ 415,718

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

$4,369,187 $ 1,515,991 $ 521,709

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

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

128,900 $ 2,672,345

120,483 $ 2,086,999

46,326 $ 2,463,019

127,729 $ 2,745,622

104,634 $ 3,019,433

86,832 $ 1,463,043

128,727 $ 2,288,720

108,615 $ 3,080,473

97,149 $ 1,607,964

126,982 $ 2,107,078

103,999 $ 2,770,293

$ 4,246,854 $ 11,603,741

451,891 $ 8,015,806

405,497 $ 6,246,892

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

Ms. Ware is entitled to the compensation described under “Employment, Retirement and Separation 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 2013, 2014 and 2015 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 9 to our
consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015. These amounts may not
correspond to the actual value that will be recognized by the executive. In the case of Mr. Chiles, his unvested stock options, and restricted
stock unit grants awarded in May 2012 and June 2013 fully vested on July, 31 2014, and his unvested stock options and restricted stock unit
grants awarded on June 4, 2014 will vest on July 31, 2016, or earlier upon a qualifying event that occurs during the employment period. His
outstanding performance cash awards are subject to actual results for the applicable performance period and paid at the same time the other
NEOs receive their performance cash payments. His May 2012 performance cash award was paid on May 19, 2015.

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(3) Annual cash performance awards approved by the Compensation Committee at its June meeting each year for fiscal years 2013, 2014 and 2015
under the annual incentive compensation plan for such years. For fiscal year 2015, Mr. Chiles received an annual cash performance award
which was prorated based on the portion of fiscal year 2015 during which Mr. Chiles served as CEO.

(4) Our NEOs 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 2013, 2014 and 2015.

(5)

Includes for fiscal year 2015:

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

Mr. Baliff
$ 18,921
10,842

Mr. Briscoe
$ 15,938
10,480

Mr. Akel
$ 16,458
10,876

Ms. Ware
$ 16,713
10,942

Mr. Earle

16,595
10,254

Mr. Chiles
$

16,990
24,423

190,062
9,293
-
$ 229,118

19,908
-
-
$ 46,326

100,395
-
-
$127,729

101,072
-
-
$ 128,727

92,131
8,002
-
$ 126,982

398,394
7,047
3,800,000
$ 4,246,854

(6) Mr. Briscoe was not employed by the Company in fiscal year 2013 or fiscal year 2014 and, therefore, his compensation is not disclosed for

those fiscal years.

(7) Mr. Earle was not a NEO in fiscal year 2013 and, therefore, his compensation is not disclosed for that fiscal year.

(8) Mr. Chiles retired as the Company’s Chief Executive Officer effective July 31, 2014, and thereafter remained as an employee providing

consulting services to the Company until July 31, 2016 or a mutually agreed earlier date.

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Grants of Plan-Based Awards

The following table sets forth information concerning grants of awards to each of our NEOs under the Plan during fiscal

year 2015:

Grants of Plan-Based Awards for Fiscal Year 2015

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Estimated Future Payouts Under
Equity Incentive Plan Awards

Name
Mr. Baliff

Grant Date
June 4, 2014 (2)
June 4, 2014 (3)
June 4, 2014 (4)
June 4, 2014 (5)

Threshold
($)
-
-
-
280,000

Mr. Briscoe June 9, 2014 (2)
June 9, 2014 (3)
June 9, 2014 (4)
June 9, 2014 (5)

Mr. Akel

Ms. Ware

Mr. Earle

Mr. Chiles

June 4, 2014 (2)
June 4, 2014 (3)
June 4, 2014 (4)
June 4, 2014 (5)

-
-
-
102,000

-
-
-
105,405

-
-
-
98,952

-
-
-
91,215

-
-
-
127,014

Target
($)
-
-
-
700,000

-
-
-
255,000

-
-
-
263,513

-
-
-
247,379

-
-
-
228,037

-
-
-
317,534

Maximum
($)
-
-
-
1,750,000

-
-
-
637,500

-
-
-
658,784

-
-
-
618,447

-
-
-
570,092

-
-
-
793,836

Threshold
(#)

Maximum
(#)

Target
(#)
541,334 1,082,667 2,165,334
14,550
14,550
60,374
60,374
-
-

-
-
-

Exercise
or Base
Price of
Option
Awards
($/Sh)
-
-
74.37
-

Grant Date
Fair Value
of Stock
and Option
Awards
($) (1)
1,905,494
1,082,084
1,036,622
-

212,500
-
-
-

219,595
-
-
-

173,166
-
-
-

159,626
-
-
-

425,000
5,492
22,787
-

439,189
5,902
24,491
-

346,331
4,654
19,313
-

319,251
4,290
17,803
-

850,000
5,492
22,787
-

878,378
5,902
24,491
-

692,662
4,654
19,313
-

638,502
4,290
17,803
-

791,667 1,583,334 3,166,668
21,279
21,279
88,293
88,293
-
-

-
-
-

-
-
77.39
-

-
-
74.37
-

748,000
425,026
408,343
-

772,973
438,932
420,510
-

609,543
346,118
331,604
-

561,882
319,047
305,678
-

2,786,668
1,582,519
1,515,991
-

_____________

(1) These amounts represent the grant date fair value of stock options and restricted stock units granted to each NEO during fiscal year 2015 as
computed in accordance with FASB ASC Topic 718. For the relevant assumptions used to determine the valuation of our awards, see Note 9 to
our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

(2) Performance cash awards that vest at the end of three years depending on the Company’s performance as measured by TSR compared to the

companies within the Simmons Group.

(3) Restricted stock units that cliff vest on June 4, 2017.

(4) Options that vest ratably in equal increments on June 6, 2015, 2016 and 2017.

(5) Annual Incentive Compensation awards that were paid in cash in June 2015 based on key performance indicators for the fiscal year 2015. See

“Annual Incentive Compensation” above.

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Employment, Retirement and Separation Agreements

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

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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.

The Compensation Committee determined to discontinue entering into employment agreements with executive officers hired

after June 2012. Accordingly, none of Messrs. Akiri, Briscoe or Earle has an employment agreement.

As we previously announced on February 3, 2014, 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 retirement as an
officer, Mr. Chiles continued to serve as the Company’s Chief Executive Officer and (1) received a salary of $950,000 per year
commencing January 1, 2014, (2) remained eligible for annual bonuses, with 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) in June 2014, received a grant of long-term incentive awards, which included equity
awards and performance cash awards, and (4) remained eligible for participation in the Company’s 401(k), welfare, deferred
compensation and other plans pursuant to the terms of such plans.

Upon his retirement as an officer, Mr. Chiles was entitled to a lump sum cash payment of $3.8 million, which is equivalent to the
amount that would have been 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
fully vested. Under the terms of the Retirement and Consulting Agreement, following his retirement as an officer and ending
July 31, 2016 or a mutually agreed earlier date, 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-compete 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 $5.5 million during
fiscal year 2015 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.

P-48

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

NEOs:

Name
Mr. Baliff

Mr. Briscoe

Mr. Akel

Ms. Ware

Mr. Earle

Mr. Chiles (3)

Outstanding Equity Awards at Fiscal Year-End – March 31, 2015

Option Awards

Stock Awards

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
5,986
4,000
7,266
-

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
-
7,775
14,533
60,374

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

-
-

-
-
-
-
-
-
10,030
5,583
-

-
7,000
-
-
11,928
11,432
5,563
-

4,761
4,776
-

-
-
29,000
36,100
-
23,034
61,862
73,481
67,581
-

-
22,787

-
-
-
-
-
-
5,015
11,168
24,491

-
-
-
-
-
5,717
11,127
19,313

4,761
9,554
17,803

-
-
-
-
-
-
-
-
-
88,293

-
-

-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-

Option
Exercise
Price
($)
$43.79
$43.38
$62.65
$74.37

Option
Expiration
Date
06/08/21
05/25/22
06/06/23
06/04/24

-
$77.39

-
06/09/24

$29.17
$46.45
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65
$74.37

$42.75
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65
$74.37

$47.35
$62.65
$74.37

$29.17
$35.06
$46.45
$50.25
$32.90
$30.16
$43.79
$43.38
$62.65
$74.37

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

08/15/17
06/05/18
06/04/19
06/09/20
06/08/21
05/25/22
06/06/23
06/04/24

07/30/22
06/06/23
06/04/24

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
06/04/24

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 (#)
-
-
-
31,370

Equity Incentive Plan
Awards: Market or
Payout
Value of Unearned
Shares, Units or Other
Rights That
Have Not Vested ($)
$ 1,590,699 (2)
-
-
$ 1,708,097

-
-

-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-

-
5,492

-
-
-
-
-
-
-
-
30,558

-
-
-
-
-
-
-
30,478

-
-
27,185

-
-
-
-
-
-
-
-
-
21,279

$ 425,000 (2)
$ 299,039

$ 829,579 (2)
-
-
-
-
-
-
-
$ 1,663,883

$ 735,290 (2)
-
-
-
-
-
-
$ 1,659,527

$ 653,211 (2)
-
$ 1,480,223

$ 3,158,333 (2)
-
-
-
-
-
-
-
-
$ 1,158,642

_____________
(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 2014 and fiscal year 2015 assuming a payout at the “target” level. Following March 31, 2015,
performance cash awards from fiscal year 2013 for all NEOs, except for Messrs. Briscoe and Earle (who were 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 TSR over the three
year period ended March 31, 2015: Mr. Baliff - $740,600, Mr. Akel - $477,750, Ms. Ware - $544,544, and Mr. Chiles - $2,333,333 (see
footnote 3 below).

(3) Pursuant to the terms of his Retirement and Consulting Agreement described above, following his retirement as CEO of the Company upon the

conclusion of last year’s annual meeting of stockholders, Mr. Chiles stopped being eligible for long term incentive awards.

P-49

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

NEOs during fiscal year 2015:

Option Exercises and Stock Vested – Fiscal Year 2015

Option Awards

Stock Awards

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

_____________

Number of Shares
Acquired on Exercise (#)
3,774
-
1,236
-
-
-

Value Realized
on Exercise ($)
$

92,161
-
44,287
-
-
-

Number of Shares
Acquired on Vesting (#)
7,542
-
1,557
5,010
-
78,557

Value Realized
on Vesting ($)
$ 580,281
-
$ 119,796
$ 385,469
-
$ 5,806,537

(1) Pursuant to his Retirement and Consulting Agreement, all of Mr. Chiles’s unvested stock options and restricted stock unit grants awarded in

May 2012 and June 2013 fully vested on July 31, 2014.

Nonqualified Deferred Compensation Plans

The following table sets forth information concerning deferred compensation for each of our NEOs during fiscal year 2015:

Name
Mr. Baliff ..........................................
Mr. Briscoe ........................................
Mr. Akel ............................................
Ms. Ware ...........................................
Mr. Earle ...........................................
Mr. Chiles ..........................................
_____________

Nonqualified Deferred Compensation – Fiscal Year 2015

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

Registrant
Contributions in
Last FY ($) (1)
$ 190,062
$ 19,908
$ 100,395
$ 101,072
$ 92,131
$ 398,394

Aggregate
Earnings in
Last FY ($)
37,105
$
848
$
16,517
$
-833
$
$
17,291
$ 189,302

Aggregate
Withdrawals/
Distributions ($)
-
-
-
-
-
$ 4,267,953

Aggregate
Balance at
Last FYE ($)
$ 573,587
20,756
$
$ 443,279
$ 568,136
$ 213,659
0
$

(1) Registrant contributions in last fiscal year are included in all other compensation in the Summary Compensation Table.

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 NEOs, 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.

P-50

Potential Payments upon Termination or Change-in-Control

Each of our NEOs 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, Briscoe, Akel and Earle and Ms. Ware are
entitled to certain severance benefits. If Messrs. Baliff, Briscoe, 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, 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 (A) the listed officer’s employment is terminated by the Company without Cause or,
in certain cases, by the officer for Good Reason or (B) Mr. Chiles’s employment is terminated by the Company without cause as
provided in his Retirement and Consulting Agreement.

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

_____________

Salary
Multiple (1)
$ 1,400,000
$ 425,000
$ 439,189
$ 412,298
$ 380,061
$ 1,271,526

Target Bonus
Multiple (2)
$ 1,400,000
$ 318,750
$ 329,392
$ 267,994
$ 247,040
-
$

Vesting of
Equity Awards (3)
$ 1,902,257
299,039
$
$ 1,830,431
$ 2,005,919
$ 1,547,829
$ 3,574,641

Extended
Health and other
Benefits (4)
29,144
$
27,057
$
36,513
$
2,234
$
$
36,513
$ 250,000

Total
$ 4,731,401
$ 1,069,846
$ 2,635,525
$ 2,688,445
$ 2,211,443
$ 5,096,167

(1) Except for Mr. Chiles, assumes the salary in effect on April 1, 2015. With respect to Mr. Chiles, assumes his remaining annual salary from

April 1, 2015 through July 31, 2016.

(2) Except for Mr. Chiles, assumes the target bonus percentage in effect on April 1, 2015. In addition to the amount set forth above, each officer
will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of
employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in
which the officer’s termination of employment occurs and the denominator of which is 365.

(3) Assumes that the triggering event took place on March 31, 2015, the last business day of fiscal year 2015, and a price per share of $54.45, the

closing market price of our common stock as of March 31, 2015, the final trading day of fiscal year 2015.

(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. 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.

Additionally, if any NEO’s employment is terminated by the Company without Cause or by the NEO 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 NEO’s base salary and the highest annual bonus paid
to such NEO during the past three years, accelerated vesting and payment of equity and cash incentive awards under the Plan, a cash

P-51

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 NEO’s employment is terminated pursuant to a change in control event.

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

_____________

Salary
Multiple(1)
$ 2,100,000
$ 1,275,000
$ 1,317,567
$ 1,236,894
$ 1,140,183
$ 1,271,526

Highest Annual
Bonus
Multiple(2)
$ 1,297,659
$ 956,250
$ 1,071,369
$ 1,126,134
$ 1,036,050
-
$

Vesting
of Equity
Awards (3)
$ 1,902,257
$ 299,039
$ 1,830,431
$ 2,005,919
$ 1,547,829
$ 3,574,641

Extended
Health
Benefits (4)
29,144
$
27,057
$
36,513
$
2,234
$
$
36,513
$ 250,000

Tax Gross Up

Total

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

$ 5,329,060
$ 2,557,346
$ 4,255,880
$ 4,371,181
$ 3,760,575
$ 5,096,167

(1) Salary multiple calculated using base salary as of April 1, 2015.

(2) Except for Mr. Briscoe, each officer’s highest annual bonus multiple calculated using the highest annual bonus paid to such officer in the three
years preceding April 1, 2015. Target bonus was used to calculate Mr. Briscoe’s highest annual bonus multiple as of April 1, 2015. In addition
to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in
which the officer’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was
employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.

(3) Assumes that the triggering event took place on March 31, 2015, the last business day of fiscal year 2015, and a price per share of $54.45, the

closing market price of our common stock as of March 31, 2015, the final trading day of fiscal year 2015.

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 NEOs also contain certain non-competition, non-solicitation and
confidentiality provisions. For additional information regarding these employment agreements, see “Director and Executive Officer
Compensation – Employment Agreements.”

P-52

Director Compensation

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

NEO:

Director Compensation - Fiscal Year 2015

Name
Thomas N. Amonett ........................ $
Stephen J. Cannon ........................... $
Michael A. Flick (4) ......................... $
Lori A. Gobillot .............................. $
Ian A. Godden (4) ............................. $
David C. Gompert (2) ....................... $
Stephen A. King (3)(4) ....................... $
Thomas C. Knudson ....................... $
Mathew Masters (3) .......................... $
Bruce H. Stover ............................... $

Fees Earned
or Paid in Cash ($)(1)
90,000
133,750
137,750
133,750
94,000
15,000
114,000
250,000
90,000
153,750

Stock
Awards ($) (1)
$ 125,000
$ 81,250
$ 81,250
$ 81,250
$ 125,000
-
$
$ 125,000
$ 125,000
$ 125,000
$ 81,250

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

$
$
$
$
$
$
$
$
$
$

Total ($)

215,000
215,000
219,000
215,000
219,000
15,000
239,000
375,000
215,000
235,000

_____________

(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 9 to our consolidated financial statements in our Annual Report on Form 10-K for fiscal year 2015. Each non-
employee director is provided the opportunity each year to receive a restricted stock award equal in value to $125,000 at the time of grant and is
required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash ($43,750) and the
remaining 65% of such award ($81,250) in the form of restricted stock units or (ii) receive 100% of his or her award ($125,000) in the form of
restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the date of grant. For fiscal year 2015,
each of Ms. Gobillot and Messrs. Cannon, Flick and Stover elected to receive 35% of the award ($43,750) in restricted cash and 65% of the
award ($81,250) in restricted stock units whereas each of Messrs. Amonett, Godden, King, Knudson and Masters elected to receive 100% of the
award ($125,000) in restricted stock units.

(2) Mr. Gompert was appointed to our Board on February 4, 2015 and has only received fees in fiscal year 2015 for his months of service in
February and March. He did not receive a sign-on stock award, but he will be eligible to receive the scheduled director stock award in
August 2015, if elected to our Board at the Annual Meeting.

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

(4)

Includes half of the one-time cash compensation award of $8,000 paid to each of Messrs. Flick, Godden and King for services rendered on
special committees of our Board during fiscal year 2015.

P-53

The Compensation Committee reviews director compensation annually. Based on consultation with their independent
compensation consultant and market data, 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 2015, 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 ..
Restricted cash and equity compensation: ..........

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

$ 20,000
$ 20,000
$ 10,000
At each Annual Meeting of the Company, each non-employee
director is eligible to be 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 date of grant) and is required
to make a binding election at such time 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.

_____________

(1) For fiscal year 2015, the Chairman of our Board was only eligible to receive each year $125,000 in restricted cash and equity compensation
together with the $250,000 payable in cash for the Annual Chairman of the Board Fee and forewent any other annual director fee or committee
chairman 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 15, 2015, our Board approved a special, one-time cash compensation award of $8,000 to each of Messrs. Flick, Godden
and King in recognition of outstanding effort with respect to their service on special committees of our Board from February 5, 2015
to May 15, 2015. Each such award was paid by the Company to the applicable recipient on or about June 1, 2015.

P-54

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, 2015.

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)

1,336,136

$57.80

Plan category

Equity compensation plans
approved by security holders

Equity compensation plans not
approved by security holders

Total

_____________

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

column (a))

(1)

(c)

2,243,417

(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.

P-55

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 P-23 followed by the compensation tables beginning on
page P-44 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 2015 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.

P-56

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, 2015, 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, 2015, as filed with the SEC.

Audit Committee

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

P-57

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

Fiscal Year 2015 Audit

KPMG conducted the examination of the Company’s financial statements for the fiscal year 2015. 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 ......................................................................................................

2015
$ 2,358,440
$ 1,072,578
$ 318,504
$ 863,526

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

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 2015 related principally to adoption of new accounting standards in the

U.K. and implementation of a new Enterprise Resource Planning (ERP) system.

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 2016 Audit

The Audit Committee of the Company’s Board has selected the firm of KPMG as the Company’s independent auditors for fiscal
year 2016. 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 2016, in order for this

P-58

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 2016. 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 2016.

P-59

Compensation Committee Interlocks and Insider Participation

OTHER MATTERS

No member of the Compensation Committee during the fiscal year 2015 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

There were no related party transactions of the Company during fiscal year 2015 that were required to be reported pursuant to

the applicable disclosure rules of the SEC.

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 2015 and other information, all filing requirements for the Section 16 Persons have
been complied with during or with respect to fiscal year 2015.

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

 David C. Gompert

 Stephen A. King

 Thomas C. Knudson

 Mathew Masters

 Bruce H. Stover

Biographical information for these nominees can be found beginning on page P-12 of this proxy statement.

P-60

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:

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 2016.

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 Corporate 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 2015. Any such request should be directed to Corporate 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 11, 2015, the requester was a
beneficial owner of shares entitled to vote at the Annual Meeting.

June 23, 2015

By Order of our Board of Directors

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

P-61

ANNUAL REPORT TO STOCKHOLDERS

DividerPlaceholder.indd 1

6/20/14 12:42 PM

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, 2015
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, 2014 was $2,255,674,848.

The number of shares outstanding of the registrant’s Common Stock as of May 15, 2015 was 34,839,335.

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 ...............................................................................................................

PART IV

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

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

Page

138

140

141

146

INTRODUCTION

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

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, 2015 is referred to as “fiscal year 2015”.

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, development and production 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 and offshore;

•

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 or our suppliers may be unable to deliver new aircraft on time or on budget;

the possibility that we may be unable to obtain financing or we may be unable to draw on our credit facilities;

the possibility that we may lack sufficient liquidity to continue to repurchase shares or pay a quarterly dividend;

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;

the possibility that clients may reject our aircraft due to late delivery or unacceptable aircraft design or operability;
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., 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 provide public sector
SAR services in North Scotland on behalf of the Maritime & Coastguard Agency. Additionally, in March 2013 we were awarded
a contract to provide public sector SAR services for all of the U.K. We are completing the construction of certain facilities, taking
delivery of aircraft and training personnel. This contract commenced at two of the bases in April 2015 and five additional bases
will commence operation in fiscal year 2016.

We generated 87%, 85% and 89% 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 2015. 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 have been

historically conducted primarily through five business units:

• Europe,

• West Africa,

• North America,

• Australia, and

• Other International.

Effective April 1, 2015, we reorganized our global operations. See “— Business Unit Operations — Changes to Business

Units” below for additional details on the changes to our business units.

We primarily 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 principal 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 clients’ 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 passenger capacity), medium (12 to 16 passenger capacity) and
large (18 to 25 passenger capacity), 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 7,950 production platforms and 860 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 developed 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, unconsolidated 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, during fiscal year 2014 we implemented a plan to reduce the number of aircraft types in
our fleet to eight model types in approximately five years and six model types in approximately ten years. During fiscal year
2014, we completed our exit from five model types and in fiscal year 2015 we completed our exit from four model types. As we
modernize our fleet, the introduction of new technology aircraft types temporarily slows fleet type reduction. We have recently
added two new fleet types, the AgustaWestland AW189 large aircraft and Sikorsky S-76D medium aircraft. This is the first time
in six years that we have introduced a new aircraft type into our fleet. These aircraft and other new technology models will comprise
our target 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 the initiatives of “Target Zero Accidents”, “Target Zero Downtime” and “Target
Zero Complaints” as we strive for “Operational Excellence” and deliver “Operational Transformation”. 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
October 2014, five major helicopter operators, including us, formally launched HeliOffshore. HeliOffshore intends to use cross-
industry cooperation as a platform for enhancing the offshore helicopter industry’s overall strong safety records, sharing best
practices, developing and applying advanced technology and encouraging common global flight standards.

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. Additionally, over the past two years we have invested in fixed-wing operators in the U.K. and
Australia to create a more integrated logistics solution for our global clients.

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 contract with the U.K. Department for Transport (“DfT”) to provide
SAR services for all of the U.K. (the “U.K. SAR contract”). The U.K. SAR contract has a phased-in transition period that began
in April 2015 and continues to July 2017 and a contract length of approximately ten years. Under the terms of this contract, Bristow
Helicopters has agreed to provide helicopters that will be located at ten bases across the U.K. with two aircraft operating at each
base. 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.

The SAR market is continuing to evolve and we believe further outsourcing of public SAR services to the private sector
will continue, although the timing of these opportunities is uncertain. The clients for our SAR services include both the oil and
gas industry, where our revenue is primarily dependent upon the client’s operating expenditures, and governmental agencies, where
our revenue is dependent upon the country’s desire to privatize SAR and enter into long-term contracts. Public SAR services
include previously awarded work involving seven aircraft for the U.K. Gap SAR, five aircraft in Ireland, two aircraft in the Dutch
Antilles, 18 additional aircraft for the U.K. SAR contract and four aircraft for the Falklands. We are also pursuing other public
and oil and gas SAR opportunities for multiple aircraft in various areas including Australia, Brazil, Canada, Greenland, the
Mediterranean, Nigeria, Norway and Trinidad, and other countries that have indicated an interest in outsourcing SAR services.

Since the beginning of fiscal year 2011, we have made strategic investments and acquisitions including investment in new
generations of aircraft that are in demand by our clients, and expanded or increased investments in new markets and industries.
These investments have included investments by consolidated affiliates in fixed-wing operators: Capiteq Limited, operating under
the name of Airnorth, in Australia and Eastern Airways International Limited (“Eastern Airways”) in the U.K., both of which are
being consolidated in our financial statements, and equity method investments in Cougar Helicopters Inc. (“Cougar”) in Canada
and Líder Táxi Aéreo S.A. (“Líder”) in Brazil.

Also since the beginning of fiscal year 2011, we have raised $1.0 billion of capital in a mix of debt and equity with both
public and private financings, generated gross proceeds of $116.4 million through the divestiture of non-core businesses (including
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 and the sale of Helideck Certification Agency (“HCA”) in fiscal year 2015), generated proceeds
of approximately $230 million through the sale of other aircraft and equipment to the helicopter aftermarket and received $1.1
billion from the sale and leaseback of 48 aircraft in fiscal years 2012 through 2015. Concurrently, we have invested approximately
$2.3 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 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 $400 million revolving credit facility (“Revolving Credit Facility”) and a
$350 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: operating leases, bank debt or private and public
debt and equity offerings.

Not only have we invested in the Company, we are also committed to returning capital to investors. Since fiscal year 2012,
we have repurchased $184.8 million of shares through our share repurchase program and paid $131.7 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 additional 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, 2015, 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

4
4
—
15
7
—
30
60

15
—
14
1
—
41
—
71

—
—
—
5
32
—
—
37

—
—
1
—
—
41
1
43
29
240

—
—
—
11
—
—
39
50

11
—
—
—
—
10
—
21

—
—
1
—
—
2
—
3

2
2
11
6
7
—
—
28
17
119

—
—
—
—
—
2
—
2

—
—
7
—
—
—
3
10

—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
12

—
13
17
1
—
—
6
37

1
—
—
—
—
—
7
8

—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
45

—
3
—
5
—
—
8
16

1
—
—
—
—
—
13
14

—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
30

18
16
16
19
20
25
19

12
12
13
13
12
12
12

6
4
4
6
6
7
6

4
5
4
2
4
2

—
—
—
—
—
—
9
9

2
14
19
—
5
34
—
74

1
2
2
6
—
—
3
14

—
—
—
—
—
—
—
—
33
130

Type
Large Helicopters:
AS332L Super Puma ........................................
AW189..............................................................
H175 .................................................................
H225 .................................................................
Mil Mi-8............................................................
Sikorsky S-61N.................................................
Sikorsky S-92A.................................................

Medium Helicopters:
AW139..............................................................
Bell 212.............................................................
Bell 412.............................................................
H155 .................................................................
Sikorsky S-76A.................................................
Sikorsky S-76 C/C++........................................
Sikorsky S-76D (4).............................................

Small Helicopters:
AW109..............................................................
AS350BB..........................................................
Bell 206B ..........................................................
Bell 206L Series................................................
Bell 407.............................................................
BK-117..............................................................
H135 .................................................................

Training Aircraft:
AW109..............................................................
AS355 ...............................................................
Bell 206B ..........................................................
Robinson R22 ...................................................
Robinson R44 ...................................................
Sikorsky S-300CBi ...........................................
Fixed wing ........................................................

Fixed wing (5) ....................................................
Total..................................................................

_______________

(1)

Signed client contracts are currently in place that will utilize 13 of these aircraft. Seventeen aircraft on order expected to enter service between fiscal
years 2017 and 2020 are subject to the successful development and certification of the aircraft. 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 2018. 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)

Includes 59 helicopters (primarily medium) and 26 fixed wing aircraft owned and managed by Líder, our unconsolidated affiliate in Brazil.

(4) We entered into an agreement in April 2015 to sell these three owned prototype aircraft and purchase fully developed/non-prototype aircraft.

(5)

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. Additionally, in January 2015, Bristow Helicopters Australia acquired an 85% interest in Airnorth. Airnorth operates
a total of 13 fixed wing aircraft, which are included in our Australia business unit.

The following table presents the distribution of our operating revenue for fiscal year 2015 and aircraft as of March 31, 2015

among our business units.

Aircraft in Consolidated Fleet

(1)(2)

Helicopters

Operating
Revenue for
Fiscal Year
2015

Small Medium
12
30
23
8
29
—
102

45% —
9
18%
29
14%
12%
2
8% —
3% —
40

100%

Large
67
4
16
17
8
—
112

Training
—
—
—
—
—
71
71

Fixed
Wing
30
3
—
13
—
—
46

Total
109
46
68
40
37
71
371

Unconsolidated
Affiliates

(3)

Total
— 109
46
—
68
—
40
—
167
130
71
—
501
130

Europe......................................
West Africa..............................
North America .........................
Australia ..................................
Other International...................
Corporate and other .................
Total.........................................

_________

(1)

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

Held for Sale Aircraft in Consolidated Fleet

Helicopters

Europe .................................................................... —
West Africa............................................................. —
North America........................................................ —
Australia................................................................. —
Other International ................................................. —
Corporate and other................................................ —
Total ....................................................................... —

Small Medium Large
2
—
—
—
—
—
2

—
3
3
—
4
—
10

Training
—
—
—
—
—
—
—

Fixed
Total
Wing
2
—
3
—
—
3
— —
—
4
— —
— 12

Leased Aircraft in Consolidated Fleet

Helicopters

Europe .................................................................... —
West Africa............................................................. —
1
North America........................................................
Australia.................................................................
2
Other International ................................................. —
Corporate and other................................................ —
3
Total .......................................................................

Small Medium Large
36
1
5
8
—
—
50

5
1
13
2
—
—
21

Training
—
—
—
—
—
28
28

Fixed
Total
Wing
54
13
—
2
— 19
16
— —
— 28
119
17

(2)

(3)

The average age of our fleet, excluding fixed wing and training aircraft, was nine years as of March 31, 2015.

The 130 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,

2015
166
$ 9.21

2014
158
$ 9.34

2013
158
$ 8.35

2012
149
$ 7.89

2011
153
$ 7.15

The following table presents the distribution of LACE aircraft owned and leased, and the percentage of LACE leased as of
March 31, 2015. 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
33
18
22
12
21
105

Leased
Aircraft
39
2
12
10
—
61

Percentage
of LACE
Leased

54%
8%
35%
44%
—%
37%

Business Unit Operations

Europe

We operated our Europe business unit from seven 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. We also
provide SAR services for North Scotland using four Sikorsky S-92 helicopters based in the Scottish locations of Stornoway and
Sumburgh. In fiscal year 2013, Bristow Helicopters was awarded the U.K. SAR contract to provide SAR services for all of the
U.K. The U.K. SAR contract has a phased-in transition period that began in April 2015 and continues 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 730 employees and its operations focus on providing scheduled and charter services targeting U.K. oil and gas
transport. Eastern Airways operates 30 fixed wing aircraft. We believe our investment in Eastern Airways strengthens 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 global clients.

West Africa

As of March 31, 2015, all of the aircraft in our West Africa business unit operated 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 Eket. The marketplace for our services had historically been
concentrated predominantly in the oil rich swamp and shallow waters of the Niger Delta area. 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 operated our North America business unit from six operating facilities in the U.S. Gulf of Mexico. 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 independent and
major integrated offshore energy companies. The U.S. Gulf of Mexico is a major offshore energy producing region with
approximately 2,600 production platforms and 110 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.

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 its operations are primarily focused on serving the offshore oil and gas
industry off Canada’s Atlantic coast. We leased nine large helicopters and three shore-based facilities to Cougar as of March 31,
2015, 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 (the “RSAF”) fleet of helicopters at their base in Oakey, Queensland. The RSAF
contract has been re-awarded to Bristow Australia following a competitive tender for five additional years with a five-year option.
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.

Bristow Helicopters Australia owns an 85% interest in Airnorth, a regional fixed wing operator based in Darwin, North
Territory, Australia. Airnorth has 250 employees and its operations focus on providing both charter and scheduled services targeting
the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. Airnorth
operates 13 fixed wing aircraft. We believe this investment strengthens our ability to provide point to point transportation services
for existing Australian based passengers, expand helicopter services in certain areas in Southeast Asian markets and create a more
integrated logistics solution for global clients.

Other International

As of March 31, 2015, we conducted our Other International business unit operations in Brazil, Egypt, Malaysia, Russia,
Tanzania, Trinidad, and Turkmenistan, and 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, 2015.

• Brazil – We own a 41.9% 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
59 rotor wing and 26 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 seven medium and
one 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 provide technical support to an alliance partner operating medium and large helicopters in support of

domestic offshore energy companies.

• 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 11 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.

• Turkmenistan – We operate one medium 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.

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 (the “EASA”). Bristow Academy operates 71 aircraft (including 43 owned, 28 leased aircraft) and
employs approximately 180 people, including approximately 45 primary flight instructors. A significant part of Bristow Academy’s
operations include military training, which generated approximately 44% of Bristow Academy’s operating revenue for fiscal year
2015.

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 11 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.

Changes to Business Units

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

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

Egypt.

The Americas region will comprise all our operations and affiliates in North America and South America, including Brazil,

Canada, Trinidad and the U.S. Gulf of Mexico.

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

and Sakhalin.

The Europe Caspian region will comprise all our operations and affiliates in Europe and Central Asia, including Norway,

the U.K. and Turkmenistan.

We will present our historical business unit operating results based on the new region structure beginning with our Quarterly

Report for the quarter ending June 30, 2015.

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 2015 and their percentage contribution to our consolidated gross
revenue during fiscal years 2015, 2014 and 2013 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..................................................................................
Exxon Mobil........................................................................................
ENI ......................................................................................................
Cougar (2) .............................................................................................
U.K. Department for Transport ...........................................................

Fiscal Year Ended March 31,

2015

2014

2013

11.7%
9.3%
7.7%
7.7%
4.7%
4.1%
3.6%
3.4%
3.3%
2.6%
58.1%

13.2%
8.8%
7.9%
6.5%
5.9%
5.6%
3.3%
3.7%
3.8%
2.3%
61.0%

13.1%
7.2%
8.3%
8.1%
5.6%
3.6%
3.3%
4.3%
2.0%
—%
55.5%

_____________

(1)

(2)

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.

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.

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. See further details on the U.K. SAR contract 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 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 (our “Code”) that applies to Bristow Group Inc. and all of its subsidiaries,
affiliates and controlled joint ventures, including all directors, officers (including our principal executive officer, principal financial
officer and principal accounting officer) and employees thereof. Our Code covers topics including, but not limited to, anti-
corruption, 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. We will disclose any amendment to the Code or waiver with respect
to our senior officers on our website or, alternatively, through the filing of a Form 8-K.

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 2015 and 2014, we had no accidents that resulted in fatalities.

Our well established global safety program called “Target Zero” focuses on improved safety performance. Our safety vision
is to have zero accidents, zero harm to people, and zero harm to the environment. The key components to achieving this are to
improve safety culture and individual behaviors, increase the level of safety reporting by the frontline employees, increase
accountability for addressing identified hazards by the operational managers and provide for independent oversight of the
operational safety programs. See discussion of Target Zero in “– Overview.”

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, 2015, we employed 5,232 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

U.K. Pilots

Representatives
British Airline Pilots Association
(“BALPA”)

U.K. Engineers and Staff

Unite

Bristow Norway Pilots

Bristow Norway Engineers

Norsk Flygerforbund
(“NALPA”); new union
(“PARAT”) effective
April 1, 2010
Norsk Helikopteransattes
Forbund (“NU of HE”)/BNTF

Nigeria Junior and Senior
Staff

Nigeria Pilots and Engineers

National Union of Air Transport
Employees; Air Transport
Services Senior Staff Association
of Nigeria

Nigerian Association of Airline
Pilots and Engineers

North America Pilots

Office and Professional
Employees International Union
(“OPEIU”)

Gulf of Mexico Mechanics

OPEIU

Australia Pilots

Australia Engineers and BDI
Tradesmen and Staff

Australian Federation of Air
Pilots

Australian Licensed Aircraft
Engineers Association
(“ALAEA”), Australian
Manufacturing Union
(“AMWU”) and elected
employee representatives

Trinidad Mechanics

Fitters/Handlers

Airnorth Pilots

Aircrew Logistics Pilots Group

Airnorth Engineers

Aircraft Logistics Engineers
Group

Barrow Island Aerodome Staff

Transport Workers Union

Status of Agreement
Agreement expires in
March 2017.

Agreement expires in
March 2017.

Agreement expired in
March 2015. Currently in
negotiations.

Local agreement expired
in September 2014 and
national agreement
expired in March 2014.
Local and national
negotiations are 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
currently ongoing.

Agreement expires in
April 2017.

Agreement expires in
December 2015.

Agreement for BDI
tradesmen and staff
expires in March 2017.
Agreement for Australia
engineers expired March
2015. Currently in
negotiations.

Agreements expire in
May and June 2016.

Agreement expires in
June 2015.

Agreements expire in
May 2015. Currently in
negotiations.

Approximate Number of
Employees Covered
by Agreement as of
March 31, 2015

280

520

150

110

170

190

230

130

210

Líder, our unconsolidated affiliate in Brazil, employs approximately 1,920 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, 2015, approximately
2,752,000 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, 2015. 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 U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), which generally prohibits us and our

intermediaries from making corrupt 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, services and technical data. 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. We are also subject to the Export Administration Regulations (“EAR”) that control the
export of commercial and “dual use” goods. U.S. persons or organizations may incur heavy fines if they violate ITAR or the EAR.

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 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 (the “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 have made a
number of key changes to our operating model in Nigeria, while maintaining safety as our number one priority at all times. It is
intended that these changes 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 natural 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, may reduce the frequency of
transportation of employees by increasing the length of shifts offshore, may change other aspects of how our services are scheduled
and may consider other alternatives to our services to achieve cost savings. 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 or pricing 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.

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,
some of these contracts may be 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 were awarded a government contract to provide SAR services for all of the U.K. which commenced in April 2015. 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
and leasing, crew wages and benefits, 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
revenue could therefore result in a disproportionate decrease in our earnings, as a substantial portion of our operating expense
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 related expenses, and without a corresponding increase
in our revenue, 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 and we may not be able to realize
the full benefit of contract price increase escalations during a market downturn. 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 negatively 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 revenue, 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 revenue, 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 H225 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. 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 revenue 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. 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 certain regions of the world are subject to additional risks.

During fiscal years 2015, 2014 and 2013, approximately 25%, 28% and 28%, 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 certain regions 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 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 18%, 20% and 20% of our
gross revenue during fiscal years 2015, 2014 and 2013, respectively. A change in leadership with the recent Nigerian Presidential
election 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 2015, 2014 and 2013, approximately 58%, 55%, 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. The ability of our clients to produce sufficient
quantities to support the costs of exploration in different basins can impact the level of future activity in these regions. 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 the 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 that provide leasing for helicopters is limited. If any
of these leasing companies face financial setbacks, we may experience delays or restrictions 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 new and 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 H225 referenced above. If we are forced to suspend operations of 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 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. These vendors have historically worked at or near full capacity supporting the aircraft production lines and the maintenance
requirements of various government and civilian aircraft operators that 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 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 or the timing of exits
from model types can result in 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 operations outside
of the North Sea and the U.S. Gulf of Mexico may not grow, and our future business, financial condition and results of operations
may be adversely affected.

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 bank debt, 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 45% 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. 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 regional 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 in the U.S.
and other statutes require our President and two-thirds of our board of directors and other managing officers be U.S. citizens. 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 H225 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 and gas
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 and flight activity. 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, extreme weather may cause substantial damage
to our property in these locations, including possibly aircraft. 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 revenue 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 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 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, and Egypt. 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 2015, 2014 and 2013, we received approximately $87.7 million, $92.7 million and $54.0 million,
respectively, of revenue from the provision of aircraft and other services to unconsolidated affiliates. As a result of not owning a
majority interest or maintaining 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 the entities over which we do
not have operational control may nevertheless cause us reputational harm.

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 revenue to offset liabilities assumed, potential loss of
significant revenue and income streams, increased or unexpected expenses, inadequate return of capital, regulatory or compliance
issues, the triggering of certain covenants in our debt agreements (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 legal compliance risks.

As a global business, we are subject to complex laws and regulations in the U.S., the U.K. and other countries in which we
operate. These laws and regulations relate to a number of aspects of our business, including import and export controls, the payment
of taxes, employment and labor relations, fair competition, data privacy protections, securities regulation, and other regulatory
requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and
may sometimes conflict. Compliance with these laws and regulations may involve significant costs or require changes in our
business practices that result in reduced revenue and profitability. Non-compliance could also result in significant fines, damages,
and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the conduct of
our business and damage our reputation. Certain violations of law could also result in suspension or debarment from government
contracts. We also incur additional legal compliance costs associated with our global regulations. In many foreign countries,
particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited
by laws such as the FCPA, the U.K. Bribery Act and the BCCA in Brazil, an anti-bribery law that is similar to the FCPA and U.K.
Bribery Act. Although we implement policies and procedures designed to ensure compliance with these laws, there can be no
assurance that all of our employees, contractors, agents, and business partners will not take action in violation with our internal
policies. Any such violation of the law or even internal policies could have an adverse effect on our business.

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 an offshore incident, and also addresses pilot training, helidecks, acceptable
weather conditions for flying and other safety topics. For example, one requirement that went into effect on 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. We cannot determine
whether, or in what form, legislation will ultimately be enacted or what the impact of any such legislation would have 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
us 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 risk.

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 any 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 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 continue 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 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 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. Department of Transportation 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 (the “Transportation Code”) and other statutes (collectively, the “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, 2015, we had approximately $864.4 million of outstanding indebtedness. In addition, we had $265.7 million
of availability for borrowings under our Credit Facilities as of March 31, 2015, 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 in the future.

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 borrowings under our Credit Facilities;

increasing the possibility of an event of default under the financial and other covenants contained in our debt
agreements; 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 us, 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 all of our indebtedness
in full.

The agreements 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 agreement governing our indebtedness may constitute a default under our other agreements 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, which we use 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 headquarters and for other business purposes. 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 7 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, 2015 and 2014 can be found in Note 11 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 various risk retention factors. 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,

2015

2014

High
$ 80.62
80.60
75.00
66.20

Low
$ 71.27
66.48
58.14
50.80

High
$ 69.05
73.97
85.70
79.70

Low
$ 59.21
64.94
72.48
64.10

On May 15, 2015, the last reported sale price of our Common Stock on the NYSE was $60.87 per share. As of May 15,

2015, there were 362 holders of record of our Common Stock.

We paid quarterly dividends of $0.32 per share during each quarter of fiscal year 2015 and $0.25 per share during each
quarter of fiscal year 2014. On May 15, 2015, our board of directors approved a dividend of $0.34 per share of Common Stock,
payable on June 18, 2015 to shareholders of record on June 5, 2015. During fiscal years 2015 and 2014, we paid dividends totaling
$45.1 million and $36.3 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 agreements.

The following table shows the repurchases of equity securities during the three months ended March 31, 2015:

Period

Total
Number of
Shares
Purchased

Average
Price Paid
Per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Program (1)

Maximum Number (or
Approximate Dollar Value) of
Shares That May Yet Be
Purchased Under the Plans or
Programs (1)

January 1, 2015 - March 31, 2015............

— $

—

— $

125,000,047

______________

(1) On November 6, 2014, we announced that our board of directors had extended the date to repurchase shares of our Common Stock through November
5, 2015 and increased the authorized repurchase amount to $150 million. During fiscal year 2015, we spent $80.8 million to repurchase 1,160,940 shares
of our Common Stock. As of May 15, 2015, we had $125.0 million of repurchase authority remaining from the $150 million that was authorized for
share repurchases between November 6, 2014 to November 5, 2015. 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 agreements, 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, 2010 and tracks it through March 31,
2015.

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 3/31/10 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,
2010
100.00
100.00
100.00
100.00

March 31,
2011
125.36
115.65
144.09
131.30

March 31,
2012
128.23
125.52
115.49
124.94

March 31,
2013
180.13
143.05
122.53
129.80

March 31,
2014
209.21
174.31
152.38
143.37

March 31,
2015
153.64
196.51
115.35
84.18

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)

2015

(2)

2014

(3)

2013

(4)

2012

(5)

2011

Fiscal Year Ended March 31,

(In thousands, except per share data)

Statement of Income Data: (6)

Gross revenue .........................................................
Net income attributable to Bristow Group..............
Basic earnings per common share ..........................
Diluted earnings per common share .......................
Cash dividends declared per share..........................

$ 1,858,669
84,300
$
2.40
$
2.37
$
1.28
$

$ 1,669,582
186,737
$
5.15
$
5.09
$
1.00
$

$ 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
$
—
$

2015

2014

March 31,
2013
(In thousands)

2012

2011

Balance Sheet Data: (6)

Total assets..............................................................
Long-term obligations (7) ........................................

$ 3,230,720
864,422
$

$ 3,398,257
841,302
$

$ 2,950,692
787,269
$

$ 2,740,363
757,245
$

$ 2,675,354
718,836
$

______________

(1) Results for fiscal year 2015 include a gain on the sale of HCA of $3.9 million ($2.5 million, net of tax), a $7.2 million ($5.7 million, net of tax) write-
down of inventory spare parts to the lower of cost or market value and $10.4 million ($8.0 million, net of tax) in additional depreciation due to fleet
changes. Additional discussion of these items and other significant items in fiscal year 2015 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 2015 Compared to
Fiscal Year 2014” included elsewhere in this Annual Report.

(2) 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 2015 Compared to Fiscal Year 2014” included elsewhere in this Annual Report.

(3) 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.

(4) Results for fiscal year 2012 include a loss on disposal of assets of $31.7 million ($26.0 million, net of tax), a $25.9 million ($18.5 million, net of tax)
write-down of inventory spare parts to lower of cost or market value, an impairment charge of $2.7 million ($2.7 million, net of tax) for two medium
aircraft, a $2.7 million ($1.7 million, net of tax) impairment charge resulting from the abandonment of certain assets located in Creole, Louisiana as we
ceased operations from that location, $2.1 million ($1.4 million, net of tax) in direct costs associated with the sale of 11 AS332L aircraft and $0.8 million
in tax expense related to various tax items.

(5) 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.

(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 Airnorth (January 2015), Eastern Airways (February 2014) and Rotorwing Leasing Resources, L.L.C. (“RLR”) (July 2011). Amounts also include
our investment in Cougar (October 2012). On July 14, 2013, we sold our 50% interest in the FB Entities and on November 21, 2014, we sold our 50%
interest in HCA.

(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 2015,
2014 and 2013, 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 a leading
helicopter services provider for civilian SAR and to pursue additional business opportunities that leverage our strengths in these
markets. 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 are positioned in the market to be the preferred provider of helicopter
services by maintaining strong relationships with our clients and providing a high level of safety and operating reliably.
This differentiation is maintained because of our resolute focus on our cornerstone philosophy of “Target Zero Accidents”,
“Target Zero Downtime” and “Target Zero Complaints” allowing us to achieve “Operational Excellence.” Operational
Excellence means we maintain close relationships with field operations, corporate management and contacts at our oil
and gas clients and governmental agencies which we believe help us better anticipate client needs and provide them a
highly reliable service. We provide our clients operational predictability by positioning the right assets in the right place
at the right time repeatedly. This in turn allows us to better manage our fleet utilization and capital investment program
and drive internal efficiencies. By better understanding and delivering on our clients’ needs, we effectively compete
against other helicopter service providers with better aircraft optionality, client service, and reliability, not just on price
and safety. In October 2014, we along with five major helicopter operators formally launched HeliOffshore. HeliOffshore
is an industry organization whose goal is to enhance the already strong safety record of the offshore helicopter industry
by sharing best practices in automation, performance monitoring, operating procedures, and advanced technology to
establish common global flight standards. We believe this will make our sector a sustainably reliable and dependable
logistics option for the oil and gas industry.

• 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 or in new sectors of the air transport industry. 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, inventory and supply chain efficiencies across a more
standardized global fleet of aircraft.

•

Sustaining Operational Excellence. We continue to invest in operations transformation across our organization, with the
goal of developing and sustaining industry differentiation through Operational Excellence. We define our objective of
ongoing improvement across four strategic areas: client alignment, operational excellence, exceptional people and
profitable growth. We strive for the highest standards in safety performance, mission execution, people management and
financial discipline. To sustain 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 ERP platform, to support
flight operations and activities such as finance, supply chain and maintenance. The expected benefits of these efforts in
addition to a scalable platform for growth 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 not only improve our differentiated position with our clients but also reduce
risk and reinforce our targeted 10-15% adjusted diluted earnings per share growth over a three to five year period 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 a target of 35% of our LACE. The target recognizes that we will have variability
above or below the target of approximately 5% of our LACE due to timing of leases, purchases, disposals and lease
terminations. As of March 31, 2015, aircraft under operating leases accounted for 37% of our LACE. Our adjusted debt
to total equity ratio and total liquidity were 99.7% and $369.9 million, respectively, as of March 31, 2015 compared to
76.4% and $529.9 million, respectively, as of March 31, 2014. Adjusted debt includes balance sheet debt of $864.4 million
and $841.3 million, respectively, the net present value of operating leases of $640.0 million and $411.6 million,

respectively, letters of credit, bank guarantees and financial guarantees of $10.7 million and $2.7 million, respectively,
and the unfunded pension liability of $99.6 million and $86.8 million, respectively, as of March 31, 2015 and 2014.

• Highest return of BVA. Our internal financial management framework, called BVA, focuses on the returns we deliver
across our organization. BVA is a financial performance measure that we use to measure gross cash flow less a capital
charge, assumed to be 10.5% of the use of gross invested capital employed. Our goal is to achieve strong improvements
in BVA over time by (1) improving the cash 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 us 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 and also encourages management actions that increase the long-
term value of the Company.

• 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 15, 2015, our board of directors approved a
dividend of $0.34 per share, our seventeenth 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 approximately 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 or may exceed this ratio. Also, our board of directors has authorized expenditures to repurchase shares of
Common Stock since November 2011. On November 6, 2014, our board of directors extended the date to repurchase
shares of our Common Stock through November 5, 2015 and increased the remaining authorized repurchase amount to
a total of $150 million, of which $125 million remains authorized. As of May 15, 2015, we had repurchased 2,756,419
shares of our Common Stock for a total of $184.8 million since 2011. For additional information on our repurchases of
Common Stock, see “Share Repurchases” in Note 10 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. We also provide public and private
sector SAR services and fixed wing services. 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 oil and gas business environment experienced a downturn during fiscal year 2015. Brent crude oil prices declined from
approximately $106 per barrel at July 1, 2014 to $48 per barrel at March 31, 2015, driven by increased global supply of crude oil
and forecasts for reduced demand for crude oil resulting from weaker global economic growth in many regions of the world. We
believe the oil price decline will negatively impact the cash flow of our clients and lead many of them to reduce capital expenditures
in calendar 2015 compared to 2014 levels, negatively impacting exploration and development drilling activity during 2015. Many
of our clients have already reduced capital spending plans and implemented measures to reduce costs. However, we believe the
current price environment will have less impact on offshore production than offshore exploration activity of our clients during
2015. We believe that the total duration of this current market slowdown will last between 18 to 36 months. Although the largest
share of our revenue relates to oil and gas production and our largest contract, U.K. SAR, is not tied to declining oil prices, the
March 31, 2015 price of crude oil and further declines against this price could result in the rescaling, delay or cancellation of
planned offshore projects which could impact our operations in future periods.

The SAR market is continuing to evolve and we believe further outsourcing of public SAR services to the private sector will
continue, although the timing of these opportunities is uncertain. The clients for our SAR services include both the oil and gas
industry, where our revenue is primarily dependent upon the client’s operating expenditures, and governmental agencies, where
our revenue is dependent upon the country’s desire to privatize SAR and enter into long-term contracts. Public SAR service
opportunities include previously awarded work involving seven aircraft for the U.K. Gap SAR contract, five aircraft in Ireland,
two aircraft in the Dutch Antilles, 18 additional aircraft for the U.K. SAR contract awarded to us and four aircraft for the Falklands.
We are also pursuing other public and oil and gas SAR opportunities for multiple aircraft in various areas including Australia,
Brazil, Canada, Greenland, the Mediterranean, Nigeria, Norway and Trinidad, and other countries have indicated an interest in
outsourcing SAR services. We are also pursuing other non-SAR government aircraft logistics opportunities.

As discussed above, 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” strategy. These efficiency gains, combined with strong demand, should
lead to expansion of our business in some of our core markets.

Recent Events

Airnorth acquisition — On January 29, 2015, Bristow Helicopters Australia Pty Ltd. (“Bristow Helicopters Australia”)
acquired an 85% interest in Capiteq Limited, operating under the name Airnorth, for cash of A$30.3 million ($24.0 million), with
possible earn out consideration of up to A$17 million ($13.0 million) to be paid over four years based on the achievement in part
on the achievement of specified financial performance thresholds and continued employment by the selling shareholders. Airnorth
is Northern Australia’s largest regional fixed wing operator based in Darwin, Northern Territory, Australia with both scheduled
and charter services which focus primarily on the energy and mining industries in northern and western Australia as well as
international service to Dili, Timor-Leste. Airnorth’s fleet consists of thirteen aircraft (nine turboprop and four new technology
regional jets) and its customer base includes many energy companies to which Bristow Group already provides helicopter service.
We believe this investment will strengthen our ability to provide point to point transportation services for existing Australian based
passengers, expand helicopter services in certain areas in Southeast Asian markets and create a more integrated logistics solution
for global clients.

The acquisition of Airnorth was accounted for under the purchase method and the results have been consolidated from the
date of acquisition in the Australia business unit. The purchase price will be allocated based on the fair value of assets acquired
and liabilities assumed as of the acquisition date.

We expect this acquisition will contribute approximately A$105-A$115 million ($83-$91 million) in operating revenue and

A$25-A$30 million ($20-$24 million) of adjusted EBITDAR for fiscal year 2016.

Impact of fleet changes — 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 or increase 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 aircraft services to our clients.
The gains and losses on aircraft sales and any 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, during fiscal year 2014 we
implemented a plan to reduce the number of aircraft types in our fleet to eight model types in approximately five years and six
model types in approximately ten years. During fiscal year 2014, we completed our exit from five model types and in fiscal year
2015 we completed our exit from four model types while adding two model types. As we modernize our fleet, the introduction of
new technology aircraft types temporarily slows fleet type reduction. We have recently added two new fleet types, the
AgustaWestland AW189 large aircraft and Sikorsky S-76D medium aircraft. This is the first time in six years that we have introduced
a new aircraft type into our fleet. These aircraft and other new technology models will comprise our target service offering as we
reduce the overall number of aircraft in our fleet in the upcoming years.

During fiscal year 2015, we recorded impairment charges totaling $36.1 million related to 27 aircraft included in assets held
for sale. Included in the impairment charges were $24.5 million recorded during the three months ended December 31, 2014 related
to ten large aircraft as a result of negotiations associated with the disposal of all 17 of this aircraft type in our fleet. During the
three months ended March 31, 2015, we completed the disposal of 13 of these aircraft and recorded an additional loss of $6.4
million. Additionally, as we expect to complete the disposal of the remaining four aircraft of this type still operating in Australia
in fiscal year 2016, we adjusted the salvage value and recorded additional depreciation expense of $6.2 million during the three
months ended March 31, 2015. We also expect to record additional depreciation expense of $6.2 million during the three months
ended June 30, 2015 in Australia related to these remaining aircraft. Also, included in the impairment charges was $4.3 million
related to three medium prototype aircraft included in assets held for sale. We entered into an agreement in April 2015 to sell these
three aircraft and purchase fully developed/non-prototype aircraft.

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.

Selected Regional Perspectives

Brazil continues to represent a significant part of our helicopter growth outlook. The growth expected 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 which will require additional helicopters for support. Helicopters procured for this market
tend to be newer and more sophisticated which is aligned with both our “Operational Excellence” and Líder’s “Decolar” service
differentiation programs. Continuing their fleet growth plan, Petrobras released new tenders for multiple medium and large aircraft
expected to commence in the second half of calendar year 2015 and continue into calendar year 2016. In addition, recent new
licensing rounds have been very well attended and several international oil companies have gained new blocks which should result
in additional aircraft demand beyond the Petrobras requirements in the future. Petrobras represented 60% of Líder’s operating
revenue in fiscal year 2015. Certain executives at Petrobras are the subject of ongoing investigations into alleged compliance
violations, which may delay new contracts in Brazil.

Additionally, Líder also has significant business in the general aviation sector and previously announced that it had 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.

As expected, Líder’s operations performed better during fiscal year 2014 and into fiscal year 2015 as new aircraft began
operating; however, currency fluctuations continue to make it difficult to predict the earnings from our Líder investment. These
currency fluctuations, which primarily do not impact Líder’s cash flow from operations, had a significant negative impact on
Líder’s results in fiscal years 2014 and 2015, impacting our earnings from unconsolidated affiliates. Earnings from unconsolidated
affiliates, net of losses, on our consolidated statements of income, is included in calculating adjusted EBITDAR and adjusted net
income.

We are subject to competition and the political environment in the countries where we operate. In Nigeria, we have seen an
increase in competitive pressure and the application of existing 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 operating environment for our North America business unit has been challenging given our fleet mix,
and so we have been proactively restructuring our business by exiting the Alaska aircraft market, with a long-term strategy of
operating larger aircraft to service Gulf of Mexico deepwater client contracts. During fiscal years 2015 and 2014, respectively,
we recorded $1.6 million and $3.4 million in costs associated with restructuring our North America business unit which related
primarily to employee severance and retention costs.

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 2015, our primary foreign currency exposure
was related to the British pound sterling, the euro, the Australian dollar, the Nigerian naira, the Norwegian kroner and the Brazilian
real. The recent strengthening of the U.S. dollar had a significant impact on our results as discussed under “– Results of Operations”
below. 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,

2015

2014

Favorable
(Unfavorable)

(In thousands, except per share
amounts, percentages and flight hours)

Gross revenue:

Operating revenue............................................................ $ 1,726,987
131,682
Reimbursable revenue......................................................
1,858,669
Total gross revenue...................................................

$ 1,516,326
153,256
1,669,582

$ 210,661
(21,574)
189,087

Operating expense:

Direct cost ........................................................................
Reimbursable expense .....................................................
Impairment of inventories................................................
Depreciation and amortization.........................................
General and administrative ..............................................

1,174,991
124,566
7,167
114,293
254,158
1,675,175

1,041,575
144,557
12,669
95,977
199,814
1,494,592

(133,416)
19,991
5,502
(18,316)
(54,344)
(180,583)

13.9 %
(14.1)%
11.3 %

(12.8)%
13.8 %
43.4 %
(19.1)%
(27.2)%
(12.1)%

Loss on disposal of assets ................................................
Earnings from unconsolidated affiliates, net of losses.....

(35,849)
(1,771)

(722)
12,709

(35,127)
(14,480)

*
(113.9)%

Operating income ....................................................................

145,874

186,977

(41,103)

(22.0)%

Interest expense, net.........................................................
Extinguishment of debt ....................................................
Gain on sale of unconsolidated affiliates .........................
Other income (expense), net ............................................

(29,354)
(2,591)
3,921
(6,377)

(43,218)
—
103,924
(2,692)

13,864
(2,591)
(100,003)
(3,685)

Income before provision for income taxes.......................
Provision for income taxes...............................................

111,473
(22,766)

244,991
(57,212)

(133,518)
34,446

Net income ..............................................................................
Net income attributable to noncontrolling interests.........
Net income attributable to Bristow Group .............................. $

88,707
(4,407)
84,300

Diluted earnings per common share........................................ $
Operating margin (1) ................................................................
Flight hours (2) .........................................................................

2.37

8.4%

208,813

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................................. $

210,564

12.2%

473,824

27.4%

133,963
3.77

187,779
(1,042)
186,737

(99,072)
(3,365)
$ (102,437)

5.09
12.3%

(2.72)
(3.9)%

195,400

13,413

233,459

15.4%

433,656

28.6%

163,176
4.45

$
$

(22,895)

(3.2)%

40,168

(1.2)%

(29,213)
(0.68)

$
$

32.1 %
*
(96.2)%
(136.9)%

(54.5)%
60.2 %

(52.8)%
(322.9)%
(54.9)%

(53.4)%
(31.7)%
6.9 %

(9.8)%
(20.8)%
9.3 %
(4.2)%
(17.9)%
(15.3)%

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:

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

(141,197)
12,859
(12,669)
307
(36,425)
(177,125)

12.8 %
(6.8)%
10.7 %

(15.7)%
8.2 %
*
0.3 %
(22.3)%
(13.4)%

Gain (loss) on disposal of assets ......................................
Earnings from unconsolidated affiliates, net of losses.....

(722)
12,709

8,068
25,070

(8,790)
(12,361)

(108.9)%
(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 ............................................

Income before provision for income taxes.......................
Provision for income taxes...............................................

(43,218)
—
103,924
(2,692)

244,991
(57,212)

187,779
(1,042)
186,737

5.09
12.3%

195,400

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................................. $

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 %

______________________

* 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 and includes flight hours from our fixed wing

operations in the U.K. and Australia for fiscal years 2015 and 2014 totaling 29,663 and 4,107, respectively.

(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 registered public accounting firm. 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,

2015

2014

2013

Adjusted operating income ......................................................................... $
Gain (loss) on disposal of assets ..........................................................
Special items(i)......................................................................................
Operating income ........................................................................................ $

(In thousands, except per share amounts)
210,564
(35,849)
(28,841)
145,874

233,459
(722)
(45,760)
186,977

217,348
8,068
(1,272)
224,144

Adjusted EBITDAR .................................................................................... $
Gain (loss) on disposal of assets ..........................................................
Special items(i)......................................................................................
Depreciation and amortization.............................................................
Rent expense ........................................................................................
Interest expense....................................................................................
Provision for income taxes...................................................................
Net income .................................................................................................. $

473,824
(35,849)
(17,132)
(114,293)
(164,767)
(30,310)
(22,766)
88,707

Adjusted net income.................................................................................... $
Gain (loss) on disposal of assets(ii) ......................................................
Special items(i) (ii) .................................................................................
Net income attributable to Bristow Group .................................................. $

133,963
(28,528)
(21,135)
84,300

Adjusted diluted earnings per share ............................................................ $
Gain (loss) on disposal of assets(ii) ......................................................
Special items(i) (ii) .................................................................................
Diluted earnings per share...........................................................................

3.77
(0.80)
(0.59)
2.37

433,656
(722)
58,740
(95,977)
(105,769)
(44,938)
(57,211)
187,779

163,176
(574)
24,135
186,737

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

_______________

(i) See information about special items during fiscal years 2015, 2014 and 2013 under “Fiscal Year 2015 Compared to Fiscal

Year 2014” and “Fiscal Year 2014 Compared to Fiscal Year 2013” 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.

Some of the additional limitations of adjusted EBITDAR 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;

• Adjusted EBITDAR does not reflect the significant rent expense or the cash requirements necessary to make lease

payments on our operating leases; and

• 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.

The following tables present 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 2015, 2014 and 2013:

Fiscal Year Ended March 31,

2015

2014

2013

Europe ............................................................................................. $ 255,506
109,154
West Africa......................................................................................
94,101
North America.................................................................................
52,596
Australia ..........................................................................................
35,620
Other International ..........................................................................
(73,153)
Corporate and other.........................................................................
Consolidated adjusted EBITDAR............................................ $ 473,824

(In thousands, except percentages)
$ 216,283
101,175
73,528
29,111
63,778
(50,219)
$ 433,656

$ 181,475
88,780
57,864
43,001
61,495
(51,649)
$ 380,966

Europe .............................................................................................
West Africa......................................................................................
North America.................................................................................
Australia ..........................................................................................
Other International ..........................................................................
Consolidated adjusted EBITDAR margin ...............................

32.8%
34.6%
40.2%
25.2%
26.2%
27.4%

34.7%
32.1%
32.1%
19.6%
47.7%
28.6%

36.2%
31.5%
25.7%
27.1%
46.6%
28.3%

Fiscal Year 2015 Compared to Fiscal Year 2014

For fiscal year 2015, we reported operating income of $145.9 million, net income of $84.3 million and diluted earnings per
share of $2.37 compared to operating income of $187.0 million, net income of $186.7 million and diluted earnings per share of
$5.09 for fiscal year 2014. The results for fiscal year 2015 were significantly impacted by:

• An unfavorable foreign currency exchange impact of $39.4 million driven primarily by a strengthening U.S. dollar,
including $25.7 million reflected as a reduction in earnings from unconsolidated affiliates related to our affiliate in Brazil,

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

• A loss on disposal of assets of $35.8 million (primarily related to non-cash impairment charges related to aircraft of $36.1

million) and non-cash inventory impairment charges of $7.2 million, and

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

Adjusted operating income, adjusted net income and adjusted earnings per share, which are non-GAAP measures as discussed
above, include the significant impact of the foreign currency exchange rate changes and general and administrative expense
increases as these items are associated with our business operations. These non-GAAP measures exclude the loss on disposal of
the assets and additional depreciation expense, and other special items including the gain on sale of an unconsolidated affiliate,
North America business unit restructuring, additional expense related to CEO succession, premium and fees associated with a
repurchase of a portion of our 6¼% Senior Notes, reversal of accrued maintenance costs, an accounting correction and Nigeria
severance costs. The loss on disposal of assets and special items on a combined basis decreased our operating income by $64.7
million, decreased our net income by $49.7 million and decreased diluted earnings per share by $1.39. The foreign currency
exchange impact in fiscal year 2015 decreased earnings per share by $0.88, on an adjusted and unadjusted basis, compared to a
decrease of $0.21 in fiscal year 2014.

For fiscal year 2015, excluding the special items and loss on disposal of assets, adjusted operating income, adjusted net
income and adjusted diluted earnings per share were $210.6 million, $134.0 million and $3.77, respectively. For fiscal year 2014,
excluding the special items and loss on disposal of assets, adjusted operating income, adjusted net income and adjusted diluted
earnings per share were $233.5 million, $163.2 million and $4.45, respectively.

Adjusted EBITDAR, which excludes the same special items and loss on disposal of assets in both periods, was $473.8 million

in fiscal year 2015 compared to $433.7 million in fiscal year 2014, a 9.3% increase.

The increase in adjusted EBITDAR is primarily due to the following:

• An increase in activity in our Europe business unit, including the addition of Eastern Airways in February 2014,

• The startup of new contracts in our Australia business unit,

•

Improved contract terms in our West Africa business unit,

• The recovery of $19.6 million from original equipment manufacturers provided in the form of maintenance credits
resulting from settlements for aircraft performance issues and related costs that benefited results in our North America,
West Africa, Europe and Australia business units,

• A favorable shift in the mix to larger aircraft under contract that benefited our operations in our North America

business unit, and

• The reversal of $4.4 million in bad debt expense in our North America business unit related to a client that had

previously filed for bankruptcy for which we have subsequently settled and collected funds.

Adjusted EBITDAR margin decreased from 28.6% in fiscal year 2014 to 27.4% in fiscal year 2015 primarily driven by the
foreign currency exchange impact and general and administrative expense increase. Additionally, operating income, net income
and diluted earnings per share, on an unadjusted and adjusted basis, were impacted by the foreign currency exchange impact and
general and administrative expense increase as well as a $59.0 million increase in rent expense ($56.8 million of this increase is
included in direct costs and $2.2 million of this increase is included in general and administrative expense) from fiscal year 2014
as we increased the number of leased aircraft.

Gross revenue increased 11.3%, or $189.1 million, to $1.9 billion for fiscal year 2015 from $1.7 billion for fiscal year 2014
driven primarily by the addition of new contracts with improved contract terms and improvement in flight activity in our Australia
($60.3 million) and Europe ($32.7 million) business units and the addition of Eastern Airways in February 2014, which contributed
$123.6 million of additional operating revenue to our Europe business unit during fiscal year 2015.

Direct costs increased 12.8%, or $133.4 million, to $1.2 billion for fiscal year 2015 from $1.0 billion for fiscal year 2014
driven primarily by a $63.8 million increase in salaries and benefits due to increased activity and the addition of Eastern Airways
in February 2014, a $56.8 million increase in rent expense primarily due to an increase in the number of leased aircraft, an increase
of $16.4 million in fuel primarily due to the addition of Eastern Airways and an increase of $5.0 million in travel and meals due
to an increase in activity, partially offset by a $18.5 million decline in maintenance expense. The decrease in maintenance expense
is primarily due to the maintenance credits discussed above.

Reimbursable expense declined 13.8%, or $20.0 million, to $124.6 million in fiscal year 2015 from $144.6 million in fiscal

year 2014 primarily due to a decline in our Europe business unit.

Depreciation and amortization increased 19.1%, or $18.3 million, to $114.3 million for fiscal year 2015 from $96.0 million
for fiscal year 2014 primarily due to the addition of Eastern Airways in February 2014 and a decrease in salvage values for some
older aircraft operating in Australia, West Africa and Trinidad, partially offset by a decrease in our North America business unit
due to the planned closure of our Alaska operations.

General and administrative expense increased 27.2%, or $54.3 million, to $254.2 million for fiscal year 2015 from $199.8
million for fiscal year 2014 primarily due to an overall increase in compensation, professional fees, information technology
expenses and training (including implementation and training costs for a new ERP system) and recruitment expenses. Additionally,
we recorded $5.5 million of additional expense related to CEO succession.

Earnings from unconsolidated affiliates, net of losses, decreased $14.5 million to a loss of $1.8 million for fiscal year 2015
from earnings of $12.7 million in fiscal year 2014. The decrease in earnings from unconsolidated affiliates, net of losses, primarily
resulted from lower earnings of $7.1 million from our investment in Líder in Brazil, a decrease of $3.2 million in earnings due to
the sale of our investment in the FB Entities in July 2013 and a decrease in dividends of $2.0 million from our cost method
investment in Egypt. Our earnings from Líder in fiscal years 2015 and 2014 were reduced by the unfavorable impact of foreign
currency exchange rate changes of $25.7 million and $3.9 million, respectively. 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
Brazilian government. The $13.6 million is a special item and excluded from adjusted operating income, adjusted EBITDAR,
adjusted net income and adjusted earnings per share in fiscal year 2014.

Gain on sale of unconsolidated affiliate includes $3.9 million and $103.9 million in pre-tax gains related to the sale of HCA
and the FB Entities during fiscal years 2015 and 2014, respectively. For further details, see “— Business Unit Operating Results
— Fiscal Year 2015 Compared to Fiscal Year 2014.”

Additional items impacting our results included impairment of inventories, gain (loss) on disposal of assets, interest expense,
net and other income (expense, net), which are discussed further in “— Business Unit Operating Results — Fiscal Year 2015
Compared to Fiscal Year 2014.”

Also, impacting our net income and earnings per share, on an adjusted and unadjusted basis, was an increase in the normalized
effective tax rate from 13.7% for fiscal year 2014 to 20.4% for fiscal year 2015. For further details on provision for income taxes,
see “— Business Unit Operating Results — Fiscal Year 2015 Compared to Fiscal Year 2014 — Taxes.”

As discussed above, our results for fiscal year 2015 were impacted by a number of special items. These special items, on a
combined basis, decreased our operating income by $28.8 million, net income by $21.1 million and diluted earnings per share by
$0.59. In fiscal year 2014, special items that impacted our results included a gain on the sale of an unconsolidated affiliate,
cancellation of potential financing, the impairment of inventories, restructuring items, Líder taxes, Mexico goodwill impairment,
Nigeria fire and the CEO succession and officer separation. The items noted in fiscal years 2015 and 2014 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 Company. 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, 2015

Adjusted
Operating
Income

Adjusted
EBITDAR

Adjusted
Net Income

Adjusted
Diluted Earnings
Per Share

(In thousands, except per share amounts)

Gain on sale of unconsolidated affiliate ..................................................... $

— $

3,921

2,549

North America restructuring.......................................................................

CEO succession..........................................................................................

Impairment of inventories ..........................................................................

Repurchase of 6¼% Senior Notes..............................................................

Accrued maintenance cost reversal ............................................................

Accounting correction ................................................................................

Additional depreciation expense resulting from fleet changes ..................

Nigeria severance costs ..............................................................................

(1,611)

(5,501)

(7,167)

—

813

(4,071)

(10,379)

(925)

(1,611)

(5,501)

(7,167)

(2,591)

813

(4,071)

—

(925)

(1,047)

(3,576)

(5,734)

(2,113)

642

(3,216)

(7,992)

(648)

Total special items............................................................................. $

(28,841) $

(17,132) $

(21,135)

0.07

(0.03)

(0.10)

(0.16)

(0.06)

0.02

(0.09)

(0.22)

(0.02)

(0.59)

Fiscal Year Ended
March 31, 2014

Adjusted
Operating
Income

Adjusted
EBITDAR

Adjusted
Net Income

Adjusted
Diluted Earnings
Per Share

(In thousands, except per share amounts)

Gain on sale of unconsolidated affiliate ..................................................... $

— $

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 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 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 H225 aircraft and support of the previously idle AS332L aircraft
we returned to service after we had ceased operating the H225 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 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 accrued maintenance 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 Company. 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, 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 ................................................

Accrued maintenance 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)

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 2015 Compared to Fiscal Year 2014

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,

2015

2014

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 779,009
99,138
Reimbursable revenue .......................................................... $
Earnings from unconsolidated affiliates, net of losses ......... $
887
Operating income ................................................................. $ 125,016
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $ 255,506
Adjusted EBITDAR margin.................................................

16.0%

32.8%

(In thousands, except percentages)

$ 622,684
$ 117,632
$
4,446
$ 114,729

$ 156,325
$ (18,494)
$
(3,559)
$ 10,287

18.4%

(2.4)%

$ 216,283

$ 39,223

34.7%

(1.9)%

25.1 %
(15.7)%
(80.0)%
9.0 %
(13.0)%
18.1 %
(5.5)%

Bristow Helicopters acquired 60% interest in Eastern Airways in February 2014, which contributed to an increase of $123.6
million in operating revenue and $25.2 million in adjusted EBITDAR for fiscal year 2015 representing a significant portion of
improvement over fiscal year 2014 in our Europe business unit. Additionally, the operations of our Europe business unit have
continued to expand since fiscal year 2014 with the net addition of 15 LACE. These additional aircraft, as well as an overall
increase in activity with existing clients and under new contracts, resulted in $32.7 million of increased operating revenue in fiscal
year 2015.

The increases in operating income and adjusted EBITDAR were driven by revenue growth. Other expenses also increased
as a result of the addition of Eastern Airways and the increase in activity levels, such as salaries and benefits of $43.2 million
($33.9 million from Eastern Airways), fuel expense of $15.7 million ($16.9 million from Eastern Airways) and rent expense of
$40.9 million ($6.5 million from Eastern Airways). Additionally, operating income, operating margin, adjusted EBITDAR and
adjusted EBITDAR margin benefited from the recovery of $7.5 million and $8.5 million in credits for maintenance expense from
original equipment manufacturers during fiscal years 2015 and 2014, respectively, resulting from settlements for aircraft
performance and transportation costs. During fiscal year 2014, insurance expense was $4.6 million higher due to a fire in Nigeria
resulting in an increase in premiums across all business units. Also in 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. The $4.6 million and $2.1 million are not included in adjusted
EBITDAR or adjusted EBITDAR margin in fiscal year 2014. These items were partially offset by an unfavorable impact from
foreign currency exchange rate changes of $22.5 million and the decrease in earnings from unconsolidated affiliates, net losses
of $3.6 million due to the sale of the FB Entities in July 2013 and sale of HCA in November 2014. Despite the increase in adjusted
EBITDAR, adjusted EBITDAR margin decreased during fiscal year 2015 due to an unfavorable impact from foreign currency
exchange rate changes and lower margin at Eastern Airways.

West Africa

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 315,897
11,267
Reimbursable revenue .......................................................... $
86,074
Operating income ................................................................. $
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $ 109,154
Adjusted EBITDAR margin.................................................

34.6%

27.2%

(In thousands, except percentages)

$ 314,829
13,964
$
80,053
$

25.4%

$ 101,175

32.1%

$
$
$

1,068
(2,697)
6,021

1.8%

7,979

2.5%

0.3 %
(19.3)%
7.5 %
7.1 %
7.9 %
7.8 %

Operating revenue for West Africa increased in fiscal year 2015 primarily due to increased activity from new and certain
existing contracts which increased operating revenue by $23.9 million and improved contract terms which increased operating
revenue by $11.5 million, partially offset by lower activity from other contracts which decreased operating revenue by $32.7
million.

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR improved as a result of better cost
management resulting in decreases in maintenance expense ($6.5 million), freight ($2.9 million), base repairs and maintenance
($2.6 million) and travel and meals ($1.5 million), partially offset by an unfavorable impact from foreign currency exchange rate
changes of $1.2 million. Additionally, operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin
benefited from the recovery of $2.8 million in credits for maintenance expense from original equipment manufacturers during
fiscal year 2015 resulting from settlements for aircraft performance and transportation costs. In fiscal year 2015, management
made the decision to exit certain fleet types operating in this business unit earlier than originally anticipated. We recorded additional
depreciation expense of $1.9 million related to five medium and one fixed wing aircraft operating in this business unit. The $1.9
million of additional depreciation expense was not included in adjusted EBITDAR or adjusted EBITDAR margin in fiscal year
2015. During fiscal year 2014, insurance expense was $1.2 million higher due to a fire in Nigeria resulting in an increase in
premiums across all business units. This $1.2 million was not included in adjusted EBITDAR or adjusted EBITDAR margin in
fiscal year 2014.

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,

2015

2014

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 234,218
658
Reimbursable revenue .......................................................... $
(710)
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $
52,943
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

94,101

40.2%

22.6%

(In thousands, except percentages)

$ 229,064
1,276
$
1,053
$
32,255
$

14.1%

73,528

32.1%

$
$
$
$

5,154
(618)
(1,763)
20,688

8.5%

20,573

8.1%

2.3 %
(48.4)%
(167.4)%
64.1 %
60.3 %
28.0 %
25.2 %

Operating revenue increased for North America in fiscal year 2015 primarily due to an increase in the number of medium
and large aircraft on contract in the U.S. Gulf of Mexico, which increased operating revenue by $28.3 million, partially offset by
our planned closure of operations in Alaska which reduced operating revenue by $14.0 million and a decline in the number of
small aircraft on contract in the U.S. Gulf of Mexico which reduced operating revenue by $13.2 million.

During fiscal year 2015, we reversed $4.4 million of bad debt expense in our North America business unit related to a client
that had previously filed for bankruptcy for which we have subsequently settled and collected funds. Also, during fiscal years
2015 and 2014, we recorded $1.6 million and $3.4 million, respectively, in costs associated with the restructuring of this business
unit and planned closure of our Alaska operations, which related primarily to employee severance and retention costs. Adjusted
EBITDAR and adjusted EBITDAR margin excludes these restructuring costs during fiscal years 2015 and 2014. The increase in
operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin were driven by the change in mix of
fleet on contract in the U.S. Gulf of Mexico to more medium and large aircraft and benefited from the recovery of $2.8 million
in credits for maintenance expense from original equipment manufacturers during fiscal year 2015 resulting from settlements for
aircraft performance and transportation costs. The reversal of the bad debt expense of $4.4 million also added to adjusted EBITDAR.
These increases were partially offset by a decrease in earnings from unconsolidated affiliates, net of losses, related to Cougar.
Additionally impacting operating income and operating margin in fiscal year 2014 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. This
$1.2 million was not included in adjusted EBITDAR or adjusted EBITDAR margin in fiscal year 2014.

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 with a long-term strategy of operating larger aircraft to service deepwater client
contracts.

Australia

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 209,020
20,008
Reimbursable revenue .......................................................... $
Operating income ................................................................. $
6,017
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

52,596

25.2%

2.9%

(In thousands, except percentages)

$ 148,731
19,693
$
5,523
$

3.7%

$ 60,289
315
$
494
$
(0.8)%

29,111

$ 23,485

19.6%

5.6 %

40.5 %
1.6 %
8.9 %
(21.6)%
80.7 %
28.6 %

Operating revenue for Australia increased in fiscal year 2015 primarily due to the start of new contracts and additional
activity and aircraft on contract, including a significant contract with INPEX which increased operating revenue by $83.9 million,
partially offset by the ending of short-term contracts which reduced operating revenue by $26.1 million. Additionally, on January
29, 2015, Bristow Helicopters Australia acquired an 85% interest in Capiteq Limited, operating under the name Airnorth, which
contributed $11.4 million of operating revenue and $2.1 million of adjusted EBITDAR during fiscal year 2015.

Operating income improved primarily due to the increase in operating revenue, partially offset by an increase in salaries
and benefits of $17.9 million ($3.5 million from Airnorth), rent expense of $11.3 million ($1.4 million from Airnorth) and
depreciation and amortization of $13.6 million ($0.9 million from Airnorth). Additionally, operating income and operating margin
were unfavorably impacted by foreign currency exchange rate changes of $1.7 million. Adjusted EBITDAR and adjusted EBITDAR
margin also improved due to the increase in operating revenue and addition of Airnorth, partially offset by the salaries and benefits
increase and unfavorable impact of foreign currency exchange rate changes. During fiscal years 2015 and 2014, we were able to
recover $4.6 million and $3.6 million, respectively, in credits for maintenance expense from original equipment manufacturers as
settlements for aircraft performance and transportation costs. In fiscal year 2015, management made the decision to exit certain
fleet types operating in this business unit earlier than originally anticipated. We recorded additional depreciation expense of $6.2
million related to four large aircraft operating in this business unit. Operating margin declined primarily due to the additional
depreciation expense recorded. The $6.2 million of additional depreciation expense related to the four large aircraft was not
included in adjusted EBITDAR or adjusted EBITDAR margin in fiscal year 2015. During fiscal year 2014 insurance expense was
$1.1 million higher due to a fire in Nigeria resulting in an increase in premiums across all business units. This $1.1 million was
not included in adjusted EBITDAR or adjusted EBITDAR margin in fiscal year 2014.

Other International

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 135,752
Reimbursable revenue .......................................................... $
1
(1,991)
Earnings from unconsolidated affiliates, net of losses ......... $
Operating income ................................................................. $
18,609
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $
Adjusted EBITDAR margin.................................................

35,620

26.2%

13.7%

(In thousands, except percentages)

$ 133,794
$
227
7,210
$
33,769
$

$
1,958
$
(226)
(9,201)
$
$ (15,160)

25.2%

(11.5)%

63,778

$ (28,158)

47.7%

(21.5)%

1.5 %
(99.6)%
(127.6)%
(44.9)%
(45.6)%
(44.2)%
(45.1)%

Operating revenue for Other International increased during fiscal year 2015 primarily due to a contract in Tanzania that
started in the fourth quarter of fiscal year 2014 ($14.7 million) and a change in mix of aircraft on contract in Trinidad ($7.6 million),
partially offset by a decline in revenue resulting from the end of contracts in Malaysia ($10.6 million) and Mexico ($2.3 million),
a decline in activity in Russia ($4.5 million) and a decrease in aircraft on contract in Brazil ($2.4 million).

Earnings from unconsolidated affiliates, net of losses, decreased primarily due to a decrease in earnings from our investment
in Líder in Brazil of $7.1 million and a decrease of $2.0 million in dividends from our cost method investment in Egypt. During
fiscal year 2014, we recorded $13.6 million in reduced earnings from Líder for additional charges resulting primarily from a tax
amnesty payment Líder made to the Brazilian government. Additionally, negatively affecting Líder’s results during fiscal year
2015 was a $25.7 million unfavorable impact of foreign currency exchange rates. See further discussion about our investment in
Líder and the Brazil market in “Executive Overview – Market Outlook” and “Fiscal Year 2015 Compared to Fiscal Year 2014”
included elsewhere in this Annual Report.

Operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin decreased primarily due to the
significant unfavorable impact of foreign currency exchange rates affecting our earnings from unconsolidated affiliates, net of
losses, and the end of contracts in Malaysia and Mexico, partially offset by a change in the mix of aircraft on contract in Trinidad
and the addition of the contract in Tanzania. Adjusted EBITDAR and adjusted EBITDAR margin for fiscal year 2014 exclude the
additional tax charges for Líder. Excluding the unfavorable foreign currency exchange rate impact in both fiscal years, our adjusted
EBITDAR margin would have been 45.7% and 50.8% for fiscal years 2015 and 2014, respectively.

Corporate and Other

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

$
Operating revenue ................................................................ $
Reimbursable revenue .......................................................... $
$
Operating loss....................................................................... $ (106,936) $
(73,153) $
Adjusted EBITDAR ............................................................. $

59,449
610

(In thousands, except percentages)
(12,230)
146
(28,306)
(22,934)

$
71,679
$
464
(78,630) $
(50,219) $

(17.1)%
31.5 %
(36.0)%
(45.7)%

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 decreased primarily due to lower support fees for helicopters operating in Canada of $2.8 million, a
decrease in technical services part and work order sales of $3.2 million and a decrease in operating revenue at Bristow Academy
of $2.7 million primarily resulting from lower activity at the Nevada campus in fiscal year 2015.

The operating loss for Corporate and other increased primarily due to:

• An increase in compensation costs of $16.3 million, primarily resulting from improved BVA year-over-year and stock
price performance versus our peer group, professional fees of $8.9 million, primarily related to ongoing Operational
Excellence initiatives, and $0.7 million of additional expense related to CEO succession and officer separation ($5.5
million recorded in fiscal year 2015 versus $4.8 million recorded in fiscal year 2014), and

• The negative impact of $4.1 million related to the accounting correction described below.

Partially offsetting the above was a decline in inventory allowances and a favorable foreign currency exchange impact of
$13.1 million primarily included in other income. During fiscal years 2015 and 2014, we recorded $7.2 million and $12.7 million,
respectively, of inventory allowances relating to excess inventory identified for older large aircraft models we will remove from
our operational fleet over the next two fiscal years. Adjusted EBITDAR for Corporate and other decreased primarily due to the
increase in compensation costs and professional fees. The portion of compensation costs related to CEO succession and officer
separation, the charges recorded for inventory allowances and the accounting correction were excluded from the calculation of
adjusted EBITDAR.

During fiscal year 2015, we determined that we had been improperly capitalizing profit on intercompany technical services
billings related to aircraft modifications. To correct this error, we reduced property and equipment, net of accumulated depreciation,
by $4.4 million and increased deferred gains on aircraft sold and leased back included within other long-term liabilities by $0.9
million as of December 31, 2014. The impact on our consolidated statements of income fiscal year 2015 was an increase in direct
costs of $4.1 million. The error is not material to our consolidated financial statements for fiscal year 2015 or our previously
reported consolidated financial statements for any period.

During fiscal year 2015, approximately 104 pilots graduated from Bristow Academy. We hired 12 graduates as instructors

at Bristow Academy and 53 graduates as pilots (mostly former instructors) into our other business units.

Gain (loss) on disposal of assets

Gain (loss) on disposal of assets decreased $35.1 million to a loss of $35.8 million for fiscal year 2015 from a loss of $0.7
million for fiscal year 2014. The loss on disposal of assets in fiscal year 2015 included impairment charges totaling $36.1 million
related to 27 held for sale aircraft and gains of $0.2 million from the sale or disposal of 44 aircraft and other equipment. The loss
on disposal of assets in fiscal year 2014 includes impairment charges totaling $6.8 million related to 11 held for sale aircraft,
partially offset by a gain of $6.1 million from the sale of 46 aircraft and other equipment.

Interest Expense, Net

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

Interest income ..................................................................... $
Interest expense ....................................................................
Amortization of debt discount..............................................
Amortization of debt fees .....................................................
Capitalized interest ...............................................................

Interest expense, net ...................................................... $

(In thousands, except percentages)
(764)
2,409
(615)
12,379
455
13,864

1,720
(40,243)
(3,708)
(15,091)
14,104
(43,218) $

956
(37,834)
(4,323)
(2,712)
14,559
(29,354) $

(44.4)%
6.0 %
(16.6)%
82.0 %
3.2 %
32.1 %

The decrease in interest expense, net in fiscal year 2015 was primarily due to the write-off of $12.7 million of deferred
financing fees related to a potential financing in fiscal year 2014, partially offset by a write-off of deferred financing fees of $0.7
million related to the repurchase of a portion of our 6¼% Senior Notes in fiscal year 2015.

Extinguishment of debt

Extinguishment of debt includes $2.6 million in premium and fees as a result of the repurchase of a portion of our 6¼%

Senior Notes during fiscal year 2015.

Other Income (Expense), Net

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

Foreign currency losses ........................................................ $
Other.....................................................................................

Other income (expense), net ......................................... $

(In thousands, except percentages)
(2,864)
(821)
(3,685)

(3,684) $
992
(2,692) $

(6,548) $
171
(6,377) $

(77.7)%
(82.8)%
(136.9)%

Other income (expense), net decreased primarily due changes in foreign currency exchange rates during fiscal year 2015
driven by the strengthening of the U.S. dollar versus the Australian dollar, British pound sterling, the euro, Nigerian naira and
Norwegian kroner as well as a gain of $1.1 million on the sale of intellectual property during fiscal year 2014.

Taxes

Fiscal Year Ended
March 31,

2015

2014

Favorable
(Unfavorable)

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 .............................................................

20.4%

30,515
(52,428)
(65)
—
—
(12,566)
4,510

___________________

* percentage change not meaningful

23.4%

(In thousands, except percentages)
3.0%
(1,668)
6,074
(1,457)
2,625
(2,944)
(186)
22

28,847
(46,354)
(1,522)
2,625
(2,944)
(12,752)
4,532

*
(5.8)%
13.1 %
*
*
*
(1.5)%
*

Our effective income tax rate for fiscal year 2015 is 20.4% which includes $1.5 million of tax expense for the sale of HCA

and $4.5 million of tax expense for an increase in valuation allowance.

Our effective income tax rate for fiscal year 2014 reflected $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 to of 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.

Also our effective tax rate for the fiscal years 2015 and 2014 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.

Noncontrolling Interest

Noncontrolling interest expense for fiscal year 2015 was $4.4 million compared to $1.0 million for fiscal year 2014. The
increase in noncontrolling interest expense was primarily due to the addition of Eastern Airways in February 2014. See Note 3 in
the “Notes to Consolidated Financial Statements” included elsewhere in this Annual Report.

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 expanded in fiscal year 2014 with the net addition of seven LACE. 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 which contributed $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 $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 rent 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 higher 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 returned the H225
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.

West Africa

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 314,829
13,964
Reimbursable revenue .......................................................... $
80,053
Operating income ................................................................. $
Operating margin..................................................................
Adjusted EBITDAR ............................................................. $ 101,175
Adjusted EBITDAR margin.................................................

25.4%

32.1%

(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 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. The $1.2 million of additional premiums
in fiscal year 2014 was excluded from adjusted EBITDAR and adjusted EBITDAR margin.

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%
243.1%
17.1%
15.6%
27.1%
24.9%

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 was 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. In fiscal
year 2014, the increase in operating income, operating margin, adjusted EBITDAR and adjusted EBITDAR margin was due to
the addition of aircraft operating in Canada beginning in October 2012, improvements in earnings from Cougar, our unconsolidated
affiliate in Canada, 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. 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. The $1.2 million of additional premiums in fiscal year 2014 was excluded from adjusted EBITDAR and adjusted
EBITDAR margin.

Australia

Fiscal Year Ended
March 31,

2014

2013

Favorable
(Unfavorable)

Operating revenue ................................................................ $ 148,731
19,693
Reimbursable revenue .......................................................... $
5,523
Operating income ................................................................. $
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.

For fiscal year 2014, 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. The $1.1 million of
additional premiums in fiscal year 2014 was excluded from adjusted EBITDAR and adjusted EBITDAR margin. Results in
Australia were impacted by additional salary and maintenance costs associated with the H225 aircraft 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 H225 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.” Adjusted EBITDAR and adjusted EBITDAR margin
excluded $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, 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
which we decided to remove 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 were 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 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 was primarily due to an increase in borrowings on our Revolving
Credit Facility. Additionally, fiscal year 2014 included 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 included $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 included $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 ......................................... $

(In thousands, except percentages)
(2,558)
743
(1,815)

(1,126) $
249
(877) $

(3,684) $
992
(2,692) $

(227.2)%
298.4 %
(207.0)%

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

___________________

* 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)

*
(20.2)%
(2.0)%
*
*
*
39.7 %
*

Our effective income tax rate for fiscal year 2014 reflected $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 fiscal years 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 included 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 was $1.0 million in fiscal year 2014 compared to $1.6 million for fiscal year 2013. The
decrease in noncontrolling interest expense was 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.

Liquidity and Capital Resources

Cash Flows

Operating Activities

Net cash provided by operating activities totaled $253.2 million, $232.1 million and $266.8 million during fiscal years 2015,
2014 and 2013, respectively. Changes in non-cash working capital generated $1.9 million, $19.9 million and $21.1 million in cash
flows during fiscal years 2015, 2014 and 2013, respectively. During fiscal years 2015 and 2014, we received dividends from
unconsolidated affiliates of $9.4 million and $1.6 million in excess of recorded earnings, respectively, and during fiscal year 2013,
earnings from unconsolidated affiliates were $9.2 million in excess of dividends received. During fiscal years 2015, 2014 and
2013, we pre-funded fiscal years 2016, 2015 and 2014 employer contributions for our U.K. pension plans, resulting in decreases
in operating cash flow of $18.6 million, $20.8 million and $19.0 million, respectively. Cash flow from operations continued to be
strong in fiscal year 2015, with more cash generated from operations than in fiscal year 2014 even after the impact in fiscal year
2015 of significant payments made in preparation for the commencement of the U.K. SAR contract totaling $33.2 million in fiscal
year 2015 compared to $7.1 million in fiscal year 2014.

Investing Activities

Cash flows used in investing activities were $203.1 million, $266.3 million and $307.8 million for fiscal years 2015, 2014

and 2013, respectively. Cash was used primarily for capital expenditures as follows:

Fiscal Year Ended March 31,

2015

2014

2013

Number of aircraft delivered:

Medium ..........................................................................................
Large ..............................................................................................
Total aircraft............................................................................

7
14
21

10
11
21

2
17
19

Capital expenditures (in thousands):

Aircraft and related equipment ...................................................... $ 476,368
125,466
Other ..............................................................................................
Total capital expenditures....................................................... $ 601,834

$ 563,724
64,889
$ 628,613

$ 504,329
67,096
$ 571,425

In addition to these capital expenditures, investing cash flows were impacted by the following items during the last three

fiscal years:

Fiscal Year 2015 — During fiscal year 2015, we received $25.7 million in proceeds from the disposal of 30 aircraft and
certain other equipment. Also, we received $8.5 million in insurance recoveries and $380.7 million for the sale of 14 aircraft which
we subsequently leased back. Additionally, we sold our 50% interest in HCA for $4.2 million. Cash was used for the acquisition
of an 85% interest in Airnorth for $20.3 million, net of cash received.

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. Cash was used for the acquisition of 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 on Airnorth, Eastern Airways and Cougar, see Note 3 in the “Notes to Consolidated Financial Statements”

included elsewhere in this Annual Report.

Financing Activities

We used cash in financing activities of $128.3 million and $13.0 million during fiscal years 2015 and 2013, respectively

and generated cash from financing activities of $10.2 million during fiscal year 2014.

During fiscal year 2015, we received $453.0 million from borrowings on our Revolving Credit Facility and $5.2 million in
proceeds from the issuance of Common Stock upon exercise of stock options. During fiscal year 2015, we used cash for the
repayment of debt totaling $460.3 million, payment of dividends on our Common Stock totaling $45.1 million and repurchases
of our Common Stock totaling $80.8 million.

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, we used cash
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.

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.

Future Cash Requirements

Debt Obligations

Total debt as of March 31, 2015 was $864.4 million, of which $18.7 million was classified as current. Our significant debt
maturities relate to our 6 ¼% Senior Notes, Term Loan and 3% Convertible Senior Notes, which mature in calendar years 2022,
2019 and 2038, respectively, with the first put date for the 3% Convertible Senior Notes on June 15, 2015.

See further discussion of outstanding debt as of March 31, 2015 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, 2015, we had recorded on our balance sheet a $99.6 million pension liability related to the Bristow Helicopters
Limited, Bristow International Aviation (Guernsey) Limited and Bristow Norway AS 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 2016, 2015 and 2014 in fiscal years 2015, 2014 and 2013 in the amount of
£12.5 million ($18.6 million), £12.5 million ($20.8 million), and £12.5 million ($19.0 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 will be in March 2016. The Bristow Norway pension plan will require contributions of approximately
£92.6 million ($137.4 million) in total for fiscal years 2016 through 2025. See further discussion of our pension plans in Note 9
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 on our consolidated balance sheet. Other items,
such as certain purchase commitments, interest payments and other executory contracts are not recognized as liabilities on our
consolidated balance sheet but are included in the table below. For example, we are contractually committed to make certain
minimum lease payments for the use of property and equipment under operating lease agreements.

The following tables summarize our significant contractual obligations and other commercial commitments on an
undiscounted basis as of March 31, 2015 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, 2015. Additional
details regarding these obligations are provided in Note 5, 6, 7 and 9 in the “Notes to Consolidated Financial Statements” included
elsewhere in this Annual Report.

Payments Due by Period

Fiscal Year Ending March 31,

Total

2016

2017 -
2018

2019 -
2020

2021 and
beyond

(In thousands)

865,757
308,360
660,293
92,781
212,154
668,331
308,244
$ 3,115,920

$ 18,730
35,942
158,066
8,378
29,857
416,617
38,189
$ 705,779

$ 57,425
69,868
292,857
16,662
60,961
164,483
57,210
$ 719,466

$ 264,749
62,931
182,371
16,126
46,388
87,231
59,810
$ 719,606

$ 524,853
139,619
26,999
51,615
74,948
—
153,035
$ 971,069

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 ........................
Other purchase obligations (6) ........................
Total contractual cash obligations...............

Other commercial commitments:

Letters of credit..............................................
Contingent consideration (7) ...........................
Total commercial commitments..................

10,717
55,894
66,611

$ 10,269
41,466
$ 51,735

448
11,372
$ 11,820

— $

3,056
3,056

—
—
—

_________________

(1)

(2)

Excludes unamortized discount of $0.9 million and $0.4 million on the 3% Convertible Senior Notes and Term Loan, respectively. We have assumed
that holders of our 3% Convertible Senior Notes do not exercise their right to require us to repurchase their notes on the first put date of June 15, 2015.

Interest payments for variable interest debt are based on interest rates as of March 31, 2015.

(3) Represents separate operating leases for aircraft. During fiscal year 2015, we entered into 25 new aircraft operating leases.

(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 both the U.K.
and Norway pension plans will be fully funded in approximately three years. As of March 31, 2015, we had recorded on our balance sheet a $99.6 million
pension liability associated with these obligations. The timing of funding our plans is dependent on actuarial valuations and resulting negotiations with
the plan trustees.

(6) Other purchase obligations primarily represent unfilled purchase orders for aircraft parts, commitments associated with upgrading facilities at our bases

and non-cancelable power-by-the-hour maintenance commitments.

(7)

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 was $32.5 million as of March 31, 2015 and is included in other accrued liabilities on our consolidated balance sheet. The
second year earn-out payment of $8.0 million was paid in April 2015 as Cougar achieved agreed performance targets. The Eastern Airways purchase
agreement includes a potential earn-out of £6 million ($10 million) over a three year period, which is contingent upon both the achievement of agreed
performance targets and the continued employment of the selling shareholders. The first year earn-out payment was not achieved. The Airnorth purchase
agreement includes a potential earn-out of A$17 million ($13.0 million) to be paid over four years. The fair value of a portion of the Airnorth earn-out,
which is contingent upon the achievement of agreed performance targets, is A$8.4 million ($6.4 million) as of March 31, 2015 and is included in other
accrued liabilities and other liabilities and deferred credits on our consolidated balance sheet. The remaining A$7 million ($5.3 million) of the Airnorth
earn-out, which is contingent upon both the achievement of agreed performance targets and the continued employment of the selling shareholders, will
be included as general and administrative expense in our consolidated statements of income as earned. The earn-outs for Cougar and Airnorth will be
remeasured to fair value at each reporting date until the contingency is resolved and any changes in estimated fair value will be recorded as accretion
expense included in depreciation and amortization on our consolidated statements of income.

Financial Condition and Sources of Liquidity

The following table summarizes our capital structure and sources of liquidity as of March 31, 2015 and 2014 (in thousands):

March 31,

2015

2014

Capital structure:

401,535
6 ¼% Senior Notes due 2022 .................................................................... $
Term Loan (1) ..............................................................................................
222,179
114,109
3% Convertible Senior Notes due 2038 .....................................................
Revolving Credit Facility (1) .......................................................................
83,800
23,119
Airnorth debt ..............................................................................................
19,680
Eastern Airways debt..................................................................................
—
Other debt ...................................................................................................
864,422
Total debt....................................................................................................
1,618,786
Stockholders’ investment ...........................................................................
Total capital................................................................................................ $ 2,483,208

450,000
226,604
109,904
24,000
—
29,911
883
841,302
1,756,586
$ 2,597,888

Liquidity:

Cash............................................................................................................ $
Undrawn borrowing capacity on Revolving Credit Facility (1) ..................
Total liquidity............................................................................................. $
Adjusted debt to equity ratio (2) ..................................................................

104,146
265,715
369,861

204,341
325,515
529,856

99.7%

76.4%

_______________

(1)

In April 2015, we increased the commitments under the Revolving Credit Facility from $350 million to $400 million and increased the Term Loan
borrowings to $350 million.

(2) Adjusted debt includes the net present value of operating leases totaling $640.0 million and $411.6 million, respectively, letters of credit, bank guarantees
and financial guarantees totaling $10.7 million and $2.7 million, respectively, and the unfunded pension liability totaling $99.6 million and $86.8 million,
respectively, as of March 31, 2015 and 2014. 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, financing cash flows have also been a significant source
of liquidity over the past several years. 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.

Substantially all of our cash balances are held outside the U.S. and are generally used to meet the liquidity needs of our non-
U.S. operations. Most of our cash held outside the U.S. could be repatriated to the U.S., but under current law, any such repatriation
would be subject to U.S. federal income tax, as adjusted for applicable foreign tax credits. We have provided for U.S. federal
income taxes on undistributed foreign earnings where we have determined that such earnings are not indefinitely reinvested. We
expect to meet the continuing funding requirements of our U.S. operations with cash generated by such U.S. operations, cash from
earnings generated by non-U.S. operations that are not indefinitely reinvested and our existing Revolving Credit Facility. If cash
held by non-U.S. operations is required for funding operations in the U.S., and if U.S. tax has not previously been provided on
the earnings of such operations, we would make a provision for additional U.S. tax in connection with repatriating this cash, which
may be material to our cash flows and results of operations.

We expect that our cash on deposit as of March 31, 2015 of $104.1 million, cash flow from operations, proceeds from aircraft
sales and from the sale and leaseback of owned aircraft, available borrowing capacity under our Revolving Credit Facility, as well
as future financings, as needed, will be sufficient to satisfy our capital commitments, including our aircraft purchase commitments
to service our oil and gas clients, remaining anticipated capital requirements in connection with our U.K. SAR contract of
approximately $972.5 million as of March 31, 2015 and our obligation to repurchase our 3% Convertible Senior Notes at the
option of the holders on June 15, 2015. The available borrowing capacity under our Revolving Credit Facility was of $265.7
million as of March 31, 2015. In April 2015, we increased the commitments under the Revolving Credit Facility from $350 million
to $400 million and increased the Term Loan borrowings to $350 million. 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 equity offerings.

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 open to interpretation which could potentially
result in tax authorities asserting additional tax liabilities. 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 2015 and 2013, we had accruals of reserves for estimated tax exposures of $0.5 million
and $0.1 million, respectively, and during fiscal year 2014, we had net reversals of reserves for estimated tax exposures of $1.5
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, 2015 and 2014, we had $4.9 million and $4.4 million, respectively, of unrecognized tax benefits,
all of which would have an impact on our effective tax rate, if recognized. The $4.2 million recorded in fiscal year 2014 relates
to pre-acquisition tax matters for the February 2014 acquisition of a 60% interest in Eastern Airways and are the subject of an
indemnity, for which a corresponding indemnity asset has been established for the same amount.

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
65

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, 2015, 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 consider the earnings of certain foreign subsidiaries to be indefinitely invested outside the U.S. on the basis of estimates
that future cash generation will be sufficient to meet future U.S. cash needs and specific plans for foreign reinvestment of those
earnings. As such, we have not provided for U.S. deferred taxes on the unremitted earnings of certain foreign subsidiaries as of
March 31, 2015 that are indefinitely invested abroad of $805.3 million. Should we decide to make distributions from the unremitted
earnings of these subsidiaries in the future, additional tax liabilities would arise, offset by any available foreign tax credits. 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% of our total assets as of March 31, 2015. 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 and residual values of aircraft 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 their remaining useful lives. 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 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 or asset group, 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 contracts, 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.

For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a
fixed date, an analysis is 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.

Where a determination has been made to exit an entire asset group, the asset group is reviewed for potential impairment.
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 plans’ 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 that are credit-
rated 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 an aircraft type’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. As of March 31, 2015, we performed a qualitative analysis and concluded it is more likely than not that the fair
value of each reporting unit is not less than the carrying value and, therefore, did not perform a quantitative analysis for the
reporting units with goodwill except for Bristow Academy, which is included within Corporate and other for segment reporting
purposes. Bristow Academy's fiscal year 2015 results were lower than internal expectations; therefore, we performed a quantitative
analysis as of March 31, 2015 and concluded that the fair value of the reporting unit was 18.3% more than the carrying value for
Bristow Academy. Accordingly, the annual impairment assessment as of March 31, 2015 indicated that there is no impairment of
goodwill. 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
prior years’ 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 32% of our gross revenue for fiscal year
2015 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 2015, 2014 and 2013, our primary foreign currency exposure has been to the British pound sterling,
the euro, the Australian dollar, the Norwegian kroner, 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 Norwegian kroner into U.S. dollars

Fiscal Years Ended March 31,

2015

2014

2013

1.72
1.60
1.47
1.48

1.39
1.25
1.05
1.07

0.95
0.87
0.76
0.76

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

High.............................................................................................................. 0.1698
Average......................................................................................................... 0.1507
Low............................................................................................................... 0.1203
At period-end................................................................................................ 0.1251

One Nigerian naira into U.S. dollars

High.............................................................................................................. 0.0063
Average......................................................................................................... 0.0059
Low............................................................................................................... 0.0049
At period-end................................................................................................ 0.0051

0.1753
0.1670
0.1590
0.1666

0.0065
0.0063
0.0061
0.0061

0.1834
0.1733
0.1632
0.1712

0.0065
0.0064
0.0061
0.0064

_______________

Source: Bank of England and Oanda.com

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. Earnings from unconsolidated affiliates, net of losses, were
decreased by $25.7 million, $3.9 million and $3.9 million during fiscal years 2015, 2014 and 2013, 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 to U.S. dollar exchange rate on earnings from 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.............................................................................................................. 0.4572
Average......................................................................................................... 0.4096
Low............................................................................................................... 0.3052
At period-end................................................................................................ 0.3080

0.5123
0.4471
0.4093
0.4432

0.5488
0.4985
0.4685
0.4953

Fiscal Years Ended March 31,

2015

2014

2013

_______________

Source: Oanda.com

A hypothetical 10% change in the average U.S. dollar exchange rate relative to other currencies would have affected our

revenue, operating expense and operating income for fiscal year 2015 as follows:

Revenue.........................................................................
Operating expense.........................................................
Operating income ..........................................................

3.7%
3.3%
6.7%

0.2%
0.2%
0.1%

1.0%
1.1%
0.6%

0.3 %
0.5 %
(1.8)%

1.0%
1.0%
0.9%

British
pound
sterling

Euro

Australian
dollar

Nigerian
Naira

Norwegian
kroner

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 risk impact, the results could 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 decreased by $69.0 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 transaction losses of $6.5 million, $3.7 million

and $1.1 million during fiscal years 2015, 2014, and 2013, respectively.

We estimate that the fluctuation of these currencies for fiscal year 2015 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):

Fiscal Year
Ended
March 31, 2015

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............................................................ $

(29,230)
31,679
(21,817)
(2,848)
(22,216)
4,665
(17,551)
(76,845)
(94,396)

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, 2015 would result in an $18.8 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, national and independent oil and gas producers. We perform ongoing credit evaluations of our clients and have
not historically required 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, 2015, we had $864.4 million of debt outstanding, of which $347.8 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 debt 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, were as follows (in
thousands):

March 31,

2015

2014

Carrying
Value

6 ¼% Senior Notes ........................................................................ $ 401,535
222,179
Term Loan......................................................................................
114,109
3% Convertible Senior Notes.........................................................
83,800
Revolving Credit Facility...............................................................
23,119
Airnorth debt..................................................................................
19,680
Eastern Airways debt .....................................................................
—
Other debt.......................................................................................
$ 864,422

Fair Value
$ 381,458
222,179
115,288
83,800
23,119
19,680
—
$ 845,524

Carrying
Value
$ 450,000
226,604
109,904
24,000
—
29,911
883
$ 841,302

Fair Value
$ 477,000
226,604
142,382
24,000
—
29,911
883
$ 900,780

If prevailing market interest rates had been 1% higher as of March 31, 2015, 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 $39.0 million
or 7.8%, respectively. Under comparable sensitivity analysis as of March 31, 2014, the fair value of the 6 ¼% Senior Notes and
3% Convertible Senior Notes would have decreased by $53.4 million or 8.6%, respectively.

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. and subsidiaries as of March 31, 2015 and
2014, 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, 2015. 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, 2015 and 2014, and the results of their operations and their cash flows for
each of the years in the three-year period ended March 31, 2015, 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),
Bristow Group Inc.’s internal control over financial reporting as of March 31, 2015, 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 20, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.

/s/ KPMG LLP

Houston, Texas

May 20, 2015

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Fiscal Year Ended March 31,

2015

2014

2013

(In thousands, except per share amounts)

Gross revenue:

Operating revenue from non-affiliates...................................................................... $ 1,639,263
87,724
Operating revenue from affiliates.............................................................................
131,682
Reimbursable revenue from non-affiliates ...............................................................
—
Reimbursable revenue from affiliates.......................................................................
1,858,669

$ 1,423,653
92,673
153,180
76
1,669,582

$ 1,290,284
53,731
164,184
274
1,508,473

Operating expense:

Direct cost.................................................................................................................
Reimbursable expense ..............................................................................................
Impairment of inventories.........................................................................................
Depreciation and amortization..................................................................................
General and administrative .......................................................................................

1,174,991
124,566
7,167
114,293
254,158
1,675,175

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................................................

(35,849)
(1,771)

(722)
12,709

8,068
25,070

Operating income ........................................................................................................

145,874

186,977

224,144

Interest expense, net ....................................................................................................
Extinguishment of debt ...............................................................................................
Gain on sale of unconsolidated affiliates ....................................................................
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................................................................ $

(29,354)
(2,591)
3,921
(6,377)
111,473
(22,766)
88,707
(4,407)
84,300

Earnings per common share:

Basic ......................................................................................................................... $
Diluted ...................................................................................................................... $

Cash dividends declared per common share ............................................................... $

2.40
2.37

1.28

(43,218)
—
103,924
(2,692)
244,991
(57,212)
187,779
(1,042)
186,737

5.15
5.09

1.00

$
$

(41,658)
(14,932)
—
(877)
166,677
(35,002)
131,675
(1,573)
130,102

3.61
3.57

0.80

$
$

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,

2015

2014

2013

Net income ............................................................................................................................. $ 88,707
Other comprehensive income: ...............................................................................................
Currency translation adjustments......................................................................................
Pension liability adjustment, net of tax provision (benefit) of $10.6 million, $(10.4)

(71,617)

million and $10.0 million, respectively.........................................................................
Total comprehensive income (loss)...................................................................................

(36,978)
(19,888)

(In thousands)
$187,779

$ 131,675

18,729

(11,982)

23,367
229,875

(28,462)
91,231

Net income attributable to noncontrolling interests ..........................................................
Currency translation adjustments attributable to noncontrolling interests........................
Total comprehensive (income) loss attributable to noncontrolling interests ....................

(1,042)
1,081
39
Total comprehensive income (loss) attributable to Bristow Group ....................................... $ (29,523) $229,914

(4,407)
(5,228)
(9,635)

(1,573)
—
(1,573)
$ 89,658

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

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31,

2015

2014

(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:

104,146
250,610
8,008
147,169
57,827
70,091
637,851
216,376

204,341
292,650
4,793
137,463
29,276
53,084
721,607
262,615

Less – Accumulated depreciation and amortization.........................................................................

Land and buildings ...........................................................................................................................
Aircraft and equipment.....................................................................................................................

171,959
2,493,869
2,665,828
(508,727)
2,157,101
Goodwill .............................................................................................................................................
75,628
143,764
Other assets.........................................................................................................................................
Total assets.......................................................................................................................................... $ 3,230,720

145,973
2,646,150
2,792,123
(523,372)
2,268,751
56,680
88,604
$ 3,398,257

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:

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 7)
Temporary equity................................................................................................................................
Stockholders’ investment:

84,193
81,648
7,926
13,335
36,784
23,316
12,831
82,605
17,704
18,730
55,934
435,006
845,692
99,576
39,782
165,655

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

26,223

22,283

Common stock, $.01 par value, authorized 90,000,000; outstanding: 34,838,374 and 35,708,469
376
shares (exclusive of 1,291,441 treasury shares)..........................................................................
781,837
Additional paid-in capital.................................................................................................................
1,284,442
Retained earnings .............................................................................................................................
(270,329)
Accumulated other comprehensive loss ...........................................................................................
(184,796)
Treasury shares, at cost (2,756,419 and 1,595,479 shares, respectively).........................................
1,611,530
Total Bristow Group stockholders’ investment..................................................................................
7,256
Noncontrolling interests......................................................................................................................
Total stockholders’ investment...........................................................................................................
1,618,786
Total liabilities and stockholders’ investment..................................................................................... $ 3,230,720

373
762,813
1,245,220
(156,506)
(103,965)
1,747,935
8,651
1,756,586
$ 3,398,257

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

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

2015

Fiscal Year Ended March 31,
2014
(In thousands)

2013

Cash flows from operating activities:

Net income .................................................................................................................. $

88,707

$ 187,779

$ 131,675

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 affiliates ....................................................................
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....................................................................................................
Acquisitions, net of cash received...............................................................................
Proceeds from sale of unconsolidated affiliates..........................................................
Proceeds from asset dispositions.................................................................................
Investment in unconsolidated affiliates.......................................................................
Net cash used in investing activities ..................................................................................
Cash flows from financing activities:

114,293
(7,457)
660
4,323
35,849
(3,921)
7,167
2,591
16,353

9,418
(1,550)

24,112
(21,478)
(25,485)
(4,665)
29,461
(15,152)
253,226

(601,834)
(20,303)
4,185
414,859
—
(203,093)

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)

454,393
Proceeds from borrowings ..........................................................................................
—
Payment of contingent consideration ..........................................................................
—
Debt issuance costs .....................................................................................................
(460,274)
Repayment of debt and debt redemption premiums ...................................................
—
Proceeds from assignment of aircraft purchase agreements .......................................
(59)
Partial prepayment of put/call obligation....................................................................
(3,170)
Acquisition of noncontrolling interest ........................................................................
(80,831)
Repurchase of common stock .....................................................................................
(45,078)
Common stock dividends paid ....................................................................................
5,172
Issuance of common stock ..........................................................................................
1,550
Tax benefit related to stock-based compensation........................................................
(128,297)
Net cash provided by (used in) financing activities ...........................................................
(22,031)
Effect of exchange rate changes on cash and cash equivalents..........................................
(100,195)
Net decrease in cash and cash equivalents .........................................................................
Cash and cash equivalents at beginning of period .............................................................
204,341
Cash and cash equivalents at end of period........................................................................ $ 104,146
Supplemental disclosure of non-cash investing activities:

533,064
(6,000)
(15,523)
(512,492)
106,113
(57)
(2,078)
(77,661)
(36,320)
15,398
5,723
10,167
12,759
(11,282)
215,623
$ 204,341

675,449
—
(10,344)
(663,921)
—
(63)
—
(1,219)
(28,734)
15,289
500
(13,043)
8,109
(45,927)
261,550
$ 215,623

— $
Aircraft received for payment on accounts receivable................................................ $
— $
Contingent liability for investment in unconsolidated affiliate................................... $
Deferred sale leaseback advance................................................................................. $
$
Completion of deferred sale leaseback ....................................................................... $ (183,688) $
$
Aircraft sold for future spare parts and maintenance .................................................. $

13.417

69,680

60,194

— $
— $
$
— $
— $

8,300
34,245
—
—
—

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

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

(In thousands, except share amounts)

Total Bristow Group Stockholders’ Investment

Common
Stock

Common
Stock
(Shares)

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income Loss

March 31, 2012....................................................................... $

363

35,755,317

703,628

993,435

(159,239) $

Issuance of common stock ..................................................

Distributions paid to noncontrolling interests .....................

Repurchases of common stock ............................................

Common stock dividends ($0.80 per share)........................

Currency translation adjustments ........................................

Net income ..........................................................................

Other comprehensive loss ...................................................

—

420,031

—

(24,709)

—

March 31, 2013.......................................................................

367

36,150,639

Issuance of common stock ..................................................

Correction of historical shares outstanding .........................

Acquisition of noncontrolling interests ...............................

Distributions paid to noncontrolling interests .....................

Repurchases of common stock ............................................

Common stock dividends ($1.00 per share)........................
Currency translation adjustments (1) ....................................
Net income (2) ......................................................................
Other comprehensive income ..............................................

—

601,405

300

—

(1,043,875)

—

March 31, 2014.......................................................................

373

35,708,469

Issuance of common stock ..................................................

Correction of historical shares outstanding .........................

Acquisition of noncontrolling interests ...............................

Distributions paid to noncontrolling interests .....................

Repurchases of common stock ............................................

Common stock dividends ($1.28 per share)........................
Currency translation adjustments (1) ....................................
Net income (2) ......................................................................
Other comprehensive loss ...................................................

—

290,754

—

(1,160,940)

—

28,255

—

731,883

33,008

—

(2,078)

—

762,813

22,194

—

(3,170)

—

(28,734)

—

130,102

—

1,094,803

—

(36,320)

—

186,737

—

1,245,220

—

(45,078)

—

84,300

—

(40,444)

(199,683)

—

43,177

(156,506)

—

(113,823)

March 31, 2015....................................................................... $

376

34,838,374

781,837

1,284,442

(270,329) $

Treasury
Stock

(25,085) $
—

—
(1,219)
—

—

—
(26,304)
—

—

—
(77,661)
—

—

—
(103,965)
—

—

—
(80,831)
—

—

—
(184,796) $

Non-
Controlling
Interests

Total
Stockholders’
Investment

8,722

1,521,824

—
(63)
—

—
(341)
1,573

—

9,891

—

—
(57)
—

—
(1,554)
371

—

8,651

—

—
(59)
—

—
(2,392)
1,056

—

7,256

28,259
(63)
(1,219)
(28,734)
(341)
131,675
(40,444)
1,610,957

33,014

—
(2,078)
(57)
(77,661)
(36,320)
(1,554)
187,108

43,177

1,756,586

22,197

—
(3,170)
(59)
(80,831)
(45,078)
(2,392)
85,356
(113,823)
1,618,786

_________________
(1) Currency translation adjustments attributable to noncontrolling interests for fiscal years 2015 and 2014 excluded $2.8 million and $0.5 million, respectively, allocable to temporary equity.
(2) Net income attributable to noncontrolling interests for fiscal years 2015 and 2014 excluded $3.4 million and $0.7 million, respectively, allocable to temporary equity.

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

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 501 aircraft as of March 31, 2015, including 130 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
we provide public sector SAR services in North Scotland on behalf of the Maritime & Coastguard Agency. Additionally, in March
2013, we were awarded a contract to provide public sector SAR services for all of the U.K. (the “U.K. SAR contract”) that
commenced in April 2015. Certain of our affiliates also provide fixed wing charter and scheduled services targeting U.K. and
Australia 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 paid.

Effective January 29, 2015, we acquired and began consolidating Capiteq Limited which operates under the name Airnorth.
Effective February 6, 2014, we acquired and 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, 2015 is referred to as fiscal year 2015.

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,

2015
5,074
1,050
(5,265)
859

2014
5,079
87
(92)
5,074

2013

243
4,887
(51)
5,079

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. During fiscal
year 2015, the allowance recorded for ATP was reversed as we settled outstanding matters related to ongoing bankruptcy
proceedings, which resulted in a $4.4 million reduction in bad debt expense, included within direct cost on our consolidated
statements of income. The remaining amount of $0.5 million related to ATP was written off as no further settlement is expected.
As of March 31, 2015 and 2014, there were no allowances for doubtful accounts related to accounts receivable due from affiliates.

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............................................................. $ 47,298
7,167
Impairment of inventories..........................................................................
4,867
Additional allowances................................................................................
(10,125)
Inventory disposed and scrapped ...............................................................
Foreign currency effects ............................................................................
(3,793)
Balance – end of fiscal year ....................................................................... $ 45,414

2015

2014
$ 31,504
12,669
6,807
(6,096)
2,414
$ 47,298

2013
$ 34,364
—
8,479
(10,053)
(1,286)
$ 31,504

Fiscal Year Ended March 31,

During fiscal years 2015 and 2014, we increased our inventory allowance by $4.9 million and $6.8 million, respectively, as

a result of our periodic assessment of inventory that was dormant, obsolete or excess within our operational fleet of aircraft.

During fiscal years 2015 and 2014, we recorded impairment charges of $7.2 million and $12.7 million, respectively, to write-
down certain spare parts within inventories to market value. These impairment charges resulted from the identification of $19.1
million and $50.5 million, respectively, of inventory that was dormant, obsolete or excess based on a review of our future inventory
needs related to changes to our fleet strategy and plans. The fiscal year 2015 impairment charge related primarily to spare parts
held for a large aircraft model where we decided to accelerate removal from our fleet into fiscal year 2016. The fiscal year 2014
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 these model types longer in certain markets, we
identified excess inventory that would not be used on our aircraft and therefore needed to be sold or otherwise disposed of. These
impairment charges are included on a separate line within operating expense on the consolidated statements of income.

Also during fiscal year 2014, we wrote off $11.1 million of inventory destroyed in a fire at our Port Harcourt facility in
Nigeria, which was insured and therefore fully offset by a receivable recorded of $11.1 million for insurance proceeds. See Note
4 for further details on the fire in Port Harcourt.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Prepaid Expenses and Other Current Assets — As of March 31, 2015 and 2014, prepaid expenses and other current assets
included the short-term portion of contract acquisition and pre-operating costs totaling $8.9 million and $5.5 million, 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. During fiscal year 2015, we have expensed $2.6 million due to the start-up of some of
these contracts.

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 $306.0 million and $477.9
million as of March 31, 2015 and 2014, 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.

Effective April 1, 2014, we changed the useful lives of certain non-aircraft assets. These changes were driven by our annual
review of useful lives and impacted our depreciation on the assets. During fiscal year 2015, we recorded a reduction of approximately
$3.5 million (or approximately $0.08 of diluted earnings per share) in depreciation expense as a result of this change in useful
lives.

For further details on property and equipment, see Note 4.

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 $75.6 million and $56.7 million as of March 31, 2015 and 2014, respectively, relates to our business units

as follows (in thousands):

Europe
March 31, 2013................................................................. $ 11,883
1,839
26,479
—
40,201
(4,500)
—
March 31, 2015................................................................. $ 35,701

Foreign currency translation ........................................
Eastern Airways acquisition.........................................
Impairments .................................................................
March 31, 2014.................................................................
Foreign currency translation ........................................
Airnorth acquisition .....................................................

Bristow
Academy
$ 10,212
90
—
—
10,302
(112)

Australia
$

West
Africa
— $ 6,226
(49)
—
—
—
—
—
— 6,177
(231)
—
$ 5,946

Other
Total
International
$ 28,897
576
$
—
1,880
— 26,479
(576)
— 56,680
—
(5,304)
— 24,252
— $ 75,628

(576)

(461)
— 24,252
$ 23,791

$ 10,190

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, 2015, we performed a qualitative analysis and concluded it is more likely than not that the fair value
of each reporting unit is not less than the carrying value and, therefore, did not perform a quantitative analysis for the reporting
units with goodwill except for Bristow Academy, which is included within Corporate and other for segment reporting purposes in
Note 11. Bristow Academy's fiscal year 2015 results were lower than internal expectations; therefore, we performed a quantitative
analysis as of March 31, 2015 and concluded that the fair value of the reporting unit was 18.3% more than the carrying value for
Bristow Academy. Accordingly, the annual impairment assessment as of March 31, 2015 indicated that there is no impairment of
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
80

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

conducted when events occur or circumstances 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 had expired. As of March 31, 2015, goodwill totaling approximately $4.8 million is
expected to be deductible for tax purposes. For further details on the Eastern Airways and the Airnorth acquisitions, see Note 2.

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

Trade name
and
trademarks

Internally
developed
software

Licenses

Total

March 31, 2013 ....................................... $
Foreign currency translation...............
Eastern Airways acquisition...............
March 31, 2014 .......................................
Foreign currency translation...............
Airnorth acquisition............................
March 31, 2015 ....................................... $

7,187
(58)
—
7,129
(76)
1,112
8,165

1,730
(14)
10,291
12,007
(1,238)
2,287
13,056

Gross Carrying Amount
— $
—
5,326
5,326
(542)
364
5,148

— $
—
1,339
1,339
(160)
—
1,179

March 31, 2013 ....................................... $
Amortization expense.........................
March 31, 2014 .......................................
Amortization expense.........................
March 31, 2015 ....................................... $

(5,662) $
(1,270)
(6,932)
(467)
(7,399) $

(758) $
(170)
(928)
(655)
(1,583) $

Accumulated Amortization
— $
—
—
(323)
(323) $

— $
—
—
(244)
(244) $

833
(6)
—
827
(69)
—
758

9,750
(78)
16,956
26,628
(2,085)
3,763
28,306

(388) $
(81)
(469)
(73)
(542) $

(6,808)
(1,521)
(8,329)
(1,762)
(10,091)

Weighted average remaining contractual
life, in years .......................................

1.6

17.5

14.9

3.8

3.0

10.3

Future amortization expense of intangible assets for each of the years ending March 31 are as follows (in thousands):

2016............................................................ $
2017............................................................
2018............................................................
2019............................................................
2020............................................................
Thereafter...................................................

2,114
1,553
1,472
1,200
996
10,880
18,215

The Bristow Norway and Eastern Airways acquisitions, included in our Europe business unit, resulted in intangible assets
for client contracts, client relationships, trade name and trademarks, internally developed software and licenses. The Airnorth
acquisition, included in our Australia business unit, resulted in intangible assets for client contracts, client relationships and trade
name and trademarks. For further details on the Eastern Airways and Airnorth acquisitions, 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 $36.1 million, $6.8 million and $4.4 million
included in gain (loss) on disposal of assets to reduce the carrying value of aircraft held for sale in fiscal years 2015, 2014 and
2013, respectively.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 H225 Super Puma helicopter 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 for fiscal year 2013. See further discussion in Note 4.

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
2015, 2014 and 2013.

Other Assets — In addition to the intangible assets discussed above, other assets primarily include debt issuance costs of
$10.0 million and $12.3 million as of March 31, 2015 and 2014, respectively, which are being amortized over the life of the related
debt, deferred tax assets of $50.7 million and $17.6 million as of March 31, 2015 and 2014, respectively, and the long-term portion
of contract acquisition and pre-operating costs totaling $42.4 million and $15.2 million as of March 31, 2015 and 2014, 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. Legal costs
are expensed as incurred.

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.

Some of our acquisitions include a provision that provides for additional consideration to be paid to the sellers of the acquired
company based on the achievement of specified performance thresholds. In such cases, we record the obligations to pay those
amounts at fair value at the acquisition date and include such obligations in the consideration transferred. This contingent
consideration obligation is included in other accrued liabilities for the current portion and other liabilities and deferred credits for
the long-term portion on our consolidated balance sheet. 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. In other cases, additional consideration is based on
the achievement of performance thresholds and continued employment with the Company. In these cases, we record such amounts
in general and administrative expense when such additional consideration is earned. See Note 2 for a discussion on our acquisitions,
Note 3 for a discussion on contingent consideration obligations related to our investments in unconsolidated affiliates and Note 6
for details on the fair value of the contingent consideration obligation.

Deferred Sale Leaseback Advance — As of March 31, 2015 and 2014, respectively, we had a total deferred sale leaseback
advance of $55.9 million and $166.3 million, of which the current portion is included in deferred sale leaseback advance ($55.9
million and $136.9 million) and the long-term portion is included in other liabilities and deferred credits (zero and $29.4 million)
on our consolidated balance sheets. 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 had 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 totaling $129.9 million, with
a corresponding increase to construction in progress. During fiscal year 2015, we took delivery and entered into leases for five
of these aircraft and removed a total of $183.7 million and $182.6 million, respectively, from construction in progress and deferred
sale leaseback advance, current on our consolidated balance sheet. We will continue to increase both construction in progress and

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

deferred sale leaseback advance, current or long-term, until we lease the remaining two 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, our helicopter training business unit, 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.

Eastern Airways and Airnorth primarily earn revenue through charter and scheduled airline services and provision of airport
services (Eastern Airways only). 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 within deferred revenue until recognized as
revenue in accordance with the above policy. Airport services revenue is recognized when earned.

Pension Benefits — See Note 9 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 and Airnorth 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 $6.5 million,
$3.7 million and $1.1 million during fiscal years 2015, 2014 and 2013, respectively. 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 2015, 2014 and 2013, earnings from unconsolidated affiliates, net of losses, were
decreased by $25.7 million, $3.9 million and $3.9 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.

Incentive Compensation — See Note 9 for a discussion of our accounting for incentive compensation arrangements.

Extinguishment of Debt — Extinguishment of debt includes $2.6 million related to premiums paid for the repurchase of a
portion of our 6¼% Senior Notes due 2022 (the “6¼% Senior Notes”) during fiscal year 2015 and $14.9 million in redemption
premium and fees paid for the early redemption of our 7 ½% Senior Notes due 2017 (the “7 ½% Senior Notes”) during fiscal year
2013. See further discussion in Note 5. We did not have any extinguishment of debt during fiscal year 2014.

Other Income (Expense), Net — The amounts for fiscal years 2015, 2014 and 2013 include the foreign currency transaction
gains and losses described under “Foreign Currency” above. Other income (expense), net also includes a gain of $1.1 million for
the sale of intellectual property during fiscal year 2014. Other income (expense), net in fiscal years 2015 and 2013 did not include
any other significant items.

Recent Accounting Pronouncement

We consider the applicability and impact of all accounting standard updates (ASUs). ASUs not listed below were assessed
and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results
of operations.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance on revenue recognition
for revenue from contracts with customers. This guidance requires an entity to recognize the amount of revenue to which it expects
to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition
guidance when it becomes effective. This new standard is effective for annual reporting periods beginning after December 15,
2016. Early application is not permitted and the standard permits the use of either the retrospective or cumulative effect transition
method. We are evaluating the effect this standard will have on our financial statements and related disclosures. We have not yet
selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

In April 2015, the FASB issued accounting guidance relating to the presentation of debt issuance costs. The intent is to
simplify the presentation of debt issuance costs by requiring entities to record debt issuance costs on the balance sheet as a direct
deduction from the carrying amount of the related debt liability, similar to debt discounts or premiums. This pronouncement is
effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. 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 — ACQUISITIONS

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 $24.3 million and $26.5 million of
goodwill as a result of the Airnorth acquisition and Eastern Airways acquisition, respectively. The goodwill recorded as part of
these acquisitions 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 acquisitions. 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 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.

The income approach was primarily used to value intangible assets, including client relationships, certain internally used
software, and trade names, 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.

Airnorth Acquisition

On January 29, 2015, Bristow Helicopters Australia Pty Ltd. (“Bristow Helicopters Australia”) acquired an 85% interest in
Capiteq Limited, operating under the name Airnorth, for cash of A$30.3 million ($24.0 million) with possible earn out consideration
of up to A$17.0 million ($13.0 million) to be paid over four years based on the achievement in part on the achievement of specified
financial performance thresholds and continued employment by the selling shareholders. We entered into an agreement with the
other stockholder of Capiteq Limited that grants us the right after six months to buy all of their shares (and grants them the right
after three years to require us to buy all of their shares) and includes transfer restrictions and other customary provisions. Airnorth
is Northern Australia’s largest regional fixed wing operator based in Darwin, Northern Territory, Australia with both scheduled
and charter services which focus primarily on the energy and mining industries in northern and western Australia as well as
international service to Dili, Timor-Leste. Airnorth’s fleet consists of thirteen aircraft (nine turboprop and four new technology
regional jets) and its customer base includes many energy companies to which Bristow Group already provides helicopter service.
We believe this investment will strengthen our ability to provide point to point transportation services for existing Australian based
passengers, expand helicopter services in certain areas in Southeast Asian markets and create a more integrated logistics solution
for global clients.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the consolidated assets and liabilities of Airnorth as of January 29, 2015 (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...............................................

15,188
39,822
24,252
4,403
83,665

(20,104)
(20,606)
(9,441)
(50,151)
(3,427)
30,087

Airnorth contributed $11.4 million of operating revenue during fiscal year 2015 and is included in our Australia business

unit.

Temporary equity includes the third-party noncontrolling interests in Airnorth. The third-party noncontrolling interest holders
hold a written put option, which will allow them to sell their noncontrolling interest to Bristow Helicopters Australia at any time
after the end of the third year after acquisition. In addition to the written put option, Bristow Helicopters Australia holds a perpetual
call option to acquire the noncontrolling interest after six months. Under each of these alternatives, the exercise price will be based
on a contractually defined multiple of cash flows formula (the “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 Australia’s control, the noncontrolling interest in Airnorth 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 Australia’s ownership interest in Airnorth, 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 Airnorth for the fiscal year ended March 31, 2015 (in

thousands):

Acquisition of Airnorth on January 29, 2015...............................................
Noncontrolling interest expense ..................................................................
Currency translation.....................................................................................
Balance – end of fiscal year .........................................................................

3,427
(39)
(49)
3,339

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The summary pro forma condensed consolidated financial information presented below for the fiscal years ended March
31, 2015 and 2014 give effect to the acquisition of Airnorth 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, 2013. The summary pro forma condensed consolidated financial information is for informational purposes only and does not
purport to represent what our consolidated results of operations actually would have been if the acquisition of Airnorth had occurred
at any date, and such data does not purport to project our results of operations for any future period.

Fiscal Year Ended March 31,

2015

2014

(In thousands)
(Unaudited)

Gross revenue............................................................................................. $1,927,680
Net income .................................................................................................
87,902

$1,734,911

187,785

Eastern Airways 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. The first year earn-out
payment was not achieved. 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 transportation. We believe this investment strengthens Bristow
Helicopters’ ability to provide a complete suite of point to point transportation services for existing European based passengers,
expands helicopter services in certain areas like the Shetland Islands and creates 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):

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 $144.8 million and $21.2 million of operating revenue during fiscal years 2015 and 2014,
respectively, 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.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

Changes in the balance for the temporary equity related to Eastern Airways are as follows (in thousands):

Acquisition of Eastern Airways on February 6, 2014..................................
Noncontrolling interest expense ..................................................................
Currency translation.....................................................................................
Balance as of March 31, 2014......................................................................
Noncontrolling interest expense ..................................................................
Currency translation.....................................................................................
Balance as of March 31, 2015......................................................................

21,139
671
473
22,283
3,389
(2,787)
22,885

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

As of March 31, 2015, we had interests in four 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, Nigeria and Trinidad and fixed wing services primarily in the U.K and Australia. 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 ($135.1 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 $1.5 billion as
of March 31, 2015.

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, 2015) 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 by Bristow Aviation. 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 .................................................................................. $ 1,645
(59)
Payments to noncontrolling interest shareholders...........................................................
58
Noncontrolling interest expense ......................................................................................
Currency translation ........................................................................................................
(187)
Balance – end of fiscal year............................................................................................. $ 1,457

2015

2014
$ 1,492
(57)
57
153
$ 1,645

2013
$ 1,577
(63)
60
(82)
$ 1,492

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,

2015

2014

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...................................................................................................

91,190
521,989
100,065
42,659
755,903
64
243,357
61,242
78,637
Total assets............................................................................................. $ 1,139,203

173,490
311,641
94,288
45,791
625,210
1,414
217,969
41,218
45,477
931,288

Liabilities

Accounts payable.......................................................................................... $
Accrued liabilities.........................................................................................
Accrued interest ............................................................................................
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..........................................................................................

379,357
154,306
1,489,369
1,128
9,643
2,033,803
168,245
99,576
11,948
14,457
26,223
Total liabilities....................................................................................... $ 2,354,252

182,892
113,820
1,291,581
3,588
9,664
1,601,545
172,391
86,824
2,252
13,062
22,283
$ 1,898,357

Revenue......................................................................................................... $ 1,512,312
40,524
Operating income ..........................................................................................
Net loss (1)......................................................................................................
(179,757)

2015

Fiscal Year Ended March 31,
2014
$ 1,324,483
49,061
(38,274)

2013
$ 1,161,988
58,587
(115,281)

_____________

(1) Fiscal year 2014 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 owned a 40% interest, unrelated local Nigerian partners together owned a 10% interest, a Nigerian company owned
100% by Nigerian employees owned a 48% interest and an employee trust fund owned the remaining 2% interest as of March 31,
2015. 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 (“BATS”). In July 2014, the
employee-owned Nigerian entity purchased an additional 29% interest with proceeds from a loan received from Bristow Helicopters
(International) Limited (“BHIL”). In April 2015, Bristow Helicopters purchased an additional 8% interest in BHNL and the
employee-owned Nigerian entity purchased an additional 2% interest with proceeds from a loan received from BHIL. Both BATS
and BHIL are wholly-owned subsidiaries of Bristow Aviation. The employee-owned Nigerian entity is also a VIE that we consolidate
as the primary beneficiary and we eliminate the loans discussed above 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 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.

Airnorth — See discussion in Note 2.

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. The first year and
second year earn-out payments of $6.0 million and $8.0 million were paid in March 2014 and April 2015, respectively, as Cougar
achieved agreed performance targets. The fair value of the earn-out is $32.5 million and $31.3 million as of March 31, 2015 and
2014, respectively, and is included in other accrued liabilities and other liabilities and deferred credits on our consolidated balance
sheets. The investment in Cougar is accounted for under the equity method. As of March 31, 2015 and 2014, the investment in
Cougar was $61.0 million and $61.6 million, respectively, and is included on our consolidated balance sheets 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.

HCA — As of March 31, 2014, we owned a 50% interest in HCA, a U.K. company that provides inspection and certification
services for offshore helidecks. On November 21, 2014, we sold our 50% interest in HCA for £2.7 million, or approximately $4.2
million. We recorded a pre-tax gain on sale of unconsolidated affiliate of $3.9 million during fiscal year 2015 on our consolidated
statements of income. HCA was accounted for under the equity method prior to November 21, 2014.

Líder — We own a 41.9% economic interest in Líder Táxi Aéreo S.A. (“Líder”), the largest provider of helicopter and
executive aviation services in Brazil. Líder’s fleet has 59 helicopters and 26 fixed wing aircraft (including owned and managed
aircraft). Líder also leases eight aircraft from us to provide helicopter services to its clients. Effective May 28, 2014, our ownership
interest in Líder in Brazil was reduced from 42.5% to 41.9% as a result of Líder’s issuance of additional shares to improve tax and
cost-saving efficiencies. This transaction resulted in no material impact to our consolidated financial statements. Líder is accounted
for under the equity method.

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 similar to Líder that
have tax liabilities under the tax laws in question. 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.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

During the year ended March 31, 2015, we determined that since the acquisition of Líder in fiscal year 2009 we have failed
to record the other comprehensive income (loss) related to our Líder investment, consisting of the effects of foreign currency
translation, in each reporting period. To correct this error, we reduced our investment in unconsolidated affiliates by $36.4 million,
increased our deferred tax asset within other assets by $12.7 million and increased our accumulated other comprehensive loss by
$23.6 million as of and for the year ended March 31, 2015. The error, which had no impact on our consolidated statements of
income or cash flows, is not material to our consolidated financial statements for the year ended March 31, 2015 or our previously
reported consolidated financial statements for any period.

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, 2015 and 2014, 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,

2015

2014

2015

2014

(In thousands)

Cost Method:

PAS........................................................................................

25%

25% $

6,286

Equity Method:

Cougar (1) ...............................................................................
Líder (1) ..................................................................................
Other ......................................................................................
Total .....................................................................................................

40%
41.9%

40%

61,015
42.5% 149,010
65
$ 216,376

61,570
193,345
1,414
$ 262,615

_____________

(1) We had a 25% voting interest in Cougar and under 20% voting interest in Líder as of March 31, 2015 and 2014.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Earnings from unconsolidated affiliates were as follows (in thousands):

Dividends from entities accounted for under the cost method:

PAS ............................................................................................................................... $ 2,068

$ 4,043

Earnings, net of losses, from entities accounted for under the equity method:

Fiscal Year Ended March 31,

2015

2014

2013

Cougar...........................................................................................................................
FB Entities (1) ................................................................................................................
Líder..............................................................................................................................
Other (2) .........................................................................................................................

1,053
3,217
2,898
1,498
8,666
Total............................................................................................................................................. $ (1,771) $ 12,709
_____________

(710)
—
(4,236)
1,107
(3,839)

(736)
10,517
14,762
499
25,042
$ 25,070

(1) We sold our 50% interest in the FB entities in July 2013.

(2) We sold our 50% interest in HCA in November 2014.

We received $5.6 million, $10.3 million and $16.2 million of dividends from our investments accounted for under the equity

method during fiscal years 2015, 2014 and 2013, respectively.

A summary of combined financial information of our unconsolidated affiliates accounted for under the equity method is

set forth below (in thousands):

March 31,

2015

2014

(Unaudited)

Current assets ................................................................................................... $ 200,979
384,438
Non-current assets............................................................................................
Total assets................................................................................................ $ 585,417
Current liabilities ............................................................................................. $ 189,251
255,318
Non-current liabilities ......................................................................................
140,848
Equity...............................................................................................................
Total liabilities and equity ........................................................................ $ 585,417

$ 216,345
440,470
$ 656,815
$ 171,604
274,907
210,304
$ 656,815

Revenue ............................................................................................................ $ 499,692
99,127
Gross profit....................................................................................................... $
559
Net income (loss) ............................................................................................. $

(Unaudited)
$ 632,832
$ 132,760
21,728
$

$ 578,175
$ 126,007
57,712
$

Fiscal Year Ended March 31,

2015

2014

2013

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4 — PROPERTY AND EQUIPMENT AND ASSETS HELD FOR SALE

Property and Equipment

During fiscal years 2015, 2014 and 2013, we made capital expenditures as follows:

Fiscal Year Ended March 31,

2015

2014

2013

Number of aircraft delivered:

Medium ...........................................................................
Large ................................................................................
Total aircraft .............................................................

7
14
21

10
11
21

2
17
19

Capital expenditures (in thousands):

Aircraft and related equipment (1) .................................... $ 476,368
125,466
Other ................................................................................
Total capital expenditures (2) .................................... $ 601,834

$ 563,724
64,889
$ 628,613

$ 504,329
67,096
$ 571,425

_____________

(1) During fiscal years 2015, 2014 and 2013, we spent $440.9 million, $529.4 million and $312.7 million, respectively, 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.

Additionally, the following tables present details on the aircraft sold or disposed of and impairments on assets held for sale

during fiscal years 2015, 2014 and 2013:

Fiscal Year Ended March 31,

2015

2014

2013

(In thousands, except for
number of aircraft)

Number of aircraft sold or disposed of (1) ...........................
44
Proceeds from sale or disposal of assets (1)......................... $ 414,859
208
Gain from sale or disposal of assets ................................... $

46
$ 289,951
6,092
$

27
$ 314,847
3,708
$

Number of aircraft impaired ...............................................
Impairment charges on aircraft held for sale and

construction in progress (2) .............................................. $ 36,057

6,814

4,362

_____________

(1) During fiscal years 2015, 2014 and 2013, respectively, 14, 14 and 11 of these aircraft sold were leased back and we received $380.7 million, $246.4

million and $255.8 million in proceeds for the aircraft.

(2)

Fiscal year 2013 includes 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 H225 Super Puma helicopters and reversed previously recorded impairment charges
of $8.7 million.

The following items impacted property and equipment during fiscal year 2015:

• We recorded impairment charges totaling $36.1 million related to 27 aircraft included in assets held for sale. Included
in the impairment charges were $24.5 million recorded during the three months ended December 31, 2014 related
to ten large aircraft as a result of negotiations associated with the disposal of all 17 of this aircraft type in our fleet.
During the three months ended March 31, 2015, we completed the disposal of 13 of these aircraft and recorded an
additional loss of $6.4 million. Additionally, as we expect to complete the disposal of the remaining four aircraft of
this type still operating in Australia in fiscal year 2016, we adjusted the salvage value and recorded additional
depreciation expense of $6.2 million during the three months ended March 31, 2015. We also expect to record
additional depreciation expense of $6.2 million during the three months ended June 30, 2015 related to these remaining
aircraft. Also included in the impairment charges were $4.3 million related to three medium prototype aircraft included

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in assets held for sale. We entered into an agreement in April 2015 to sell these three aircraft and purchase fully
developed/non-prototype aircraft.

• We recorded accelerated depreciation of $4.4 million for ten medium and one fixed wing aircraft operating in our
Other International and West Africa business units. Management made the decision to exit these model types earlier
than originally anticipated. We expect to record an additional $3.8 million in fiscal year 2016 relating to this change
in fleet strategy.

• We increased the liabilities associated with deferred sale leaseback advance for additional payments made by the
purchaser during fiscal year 2015 of $69.7 million, with a corresponding increase to construction in progress.
Additionally, we took delivery and entered into leases for five aircraft related to the deferred sale leaseback and
removed a total of $183.7 million and $182.6 million, respectively, from construction in progress and deferred sale
leaseback advance, current from our consolidated balance sheet. See Note 1 for further details on the deferred sale
leaseback.

• We determined that since fiscal year 2010 we had been improperly capitalizing profit on intercompany technical
services billings related to aircraft modifications. To correct this error, we reduced property and equipment, net of
accumulated depreciation, by $4.4 million and increased deferred gains on aircraft sold and leased back included
within other long-term liabilities by $0.9 million. The offsetting impact on our consolidated statements of income
was a reduction in revenue of $3.5 million, an increase in direct cost of $2.0 million and a reduction in depreciation
and amortization of $0.2 million. The error is not material to our consolidated financial statements for fiscal year
2015 or our previously reported consolidated financial statements for any period.

• We received proceeds of $16.0 million from insurance recoveries for inventory destroyed in the fire in Port Harcourt,
Nigeria discussed below. Additionally, we recorded a gain of $4.9 million in gain (loss) on disposal of assets on our
consolidated statement of income and included in the table above.

• We transferred 15 aircraft to held for sale and reduced property and equipment by $91.5 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 and reduced 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 and recorded 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.

Assets Held for Sale

As of March 31, 2015 and 2014, we had 12 and 16 aircraft, totaling $57.8 million and $29.3 million, classified as held for
sale, respectively. We recorded impairment charges of $36.1 million, $6.8 million and $4.4 million to reduce the carrying value
of 27, 11 and 10 aircraft held for sale during fiscal years 2015, 2014 and 2013, respectively. These impairment charges were
included as a reduction in gain (loss) on disposal of assets in the consolidated statements of income.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 5 — DEBT

Debt as of March 31, 2015 and 2014 consisted of the following (in thousands):

March 31,

2015

6 ¼% Senior Notes due 2022 .................................................................................... $ 401,535
Term Loan .................................................................................................................
222,179
3% Convertible Senior Notes due 2038, including $0.9 million and $5.1 million

114,109
of unamortized discount, respectively ...................................................................
83,800
Revolving Credit Facility ..........................................................................................
23,119
Airnorth debt .............................................................................................................
19,680
Eastern Airways debt.................................................................................................
—
Other debt ..................................................................................................................
864,422
Total debt ..............................................................................................................
Less short-term borrowings and current maturities of long-term debt .................
(18,730)
Total long-term debt ............................................................................................. $ 845,692

2014
$ 450,000
226,604

109,904
24,000
—
29,911
883
841,302
(14,207)
$ 827,095

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 our 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 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 fiscal year 2015, we repurchased $48.5 million principal amount of the 6 ¼% Senior Notes in the open market at 103.75%
to 107.75%, plus accrued interest, for a total of $52.0 million. In connection with these repurchases, we incurred 2.6 million in
premium and fees which are included in extinguishment of debt on our consolidated statements of income, and wrote-off $0.7
million of unamortized deferred financing fees, which is included in interest expense, net on our consolidated statements of income.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 1.93% and 1.91% as of March 31, 2015 and 2014, 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.

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.

On April 17, 2015, we entered into the fifth amendment to the Amended and Restated Credit Agreement (the “Fifth
Amendment”). The Fifth Amendment, among other things (a) increased the commitments under the Revolving Credit Facility
from $350 million to $400 million (b) increased the Term Loan borrowings from approximately $222.6 million to $350.0 million
and (c) permits the Company to incur additional credit facility debt to refinance its existing 3% Convertible Senior Notes.

During fiscal year 2015, we had borrowings of $453.0 million and made payments of $393.2 million under the Revolving
Credit Facility. Additionally, we paid $4.5 million to reduce our borrowings under the Term Loan. As of March 31, 2015, we had
$0.5 million in letters of credit outstanding.

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, 2015, the base conversion price of the
notes was approximately $73.07, based on the base conversion rate of 13.6849 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 8.8952 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, 2015, the if-converted value of the
3% Convertible Senior Notes did not exceed the principal balance. On May 15, 2015, we issued a notice to the holders of our 3%
Convertible Senior Notes pursuant to which such holders have the option to require us to repurchase all or any part of the 3%
Convertible Senior Notes on June 15, 2015.

Accounting standards require that convertible debt 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 similar nonconvertible debt and an equity
component based on the excess of the initial proceeds from the convertible debt 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’s remaining life to the first put date. The
balances of the debt and equity components of the 3% Convertible Senior Notes as of each period presented are as follows (in
thousands):

Equity component – net carrying value ..................................................................... $ 14,905
Debt component:

March 31,
2015

March 31,
2014
$ 14,905

Face amount due at maturity............................................................................... $ 115,000
Unamortized discount.........................................................................................
(891)
Debt component – net carrying value................................................................. $ 114,109

$ 115,000
(5,096)
$ 109,904

The remaining debt discount is being amortized into interest expense over the period to the earliest put date of June 2015
for the 3% Convertible Senior Notes using the effective interest rate. The effective interest rate for each of fiscal years 2015, 2014
and 2013 was 6.9%. Interest expense related to our 3% Convertible Senior Notes for fiscal years 2015, 2014 and 2013 was as
follows (in thousands):

Contractual coupon interest ................................................................................ $ 3,450
4,205
Amortization of debt discount ............................................................................
Total interest expense .................................................................................. $ 7,655

2015

2014
$ 3,450
3,708
$ 7,158

2013
$ 3,450
3,597
$ 7,047

Fiscal Year Ended
March 31,

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Airnorth — Airnorth’s outstanding debt includes interest bearing term loans and borrowings of $22.5 million and a commercial
bill of $0.6 million as of March 31, 2015. The term loans and borrowings primarily relate to the purchase of aircraft, have a term
of 2 to 10 years and bear interest at LIBOR plus a margin of 2.85% to 3.1%. The interest rate on the term loans and borrowings
was between 3.08% to 5.6% as of March 31, 2015. The term loans and borrowings have either monthly or quarterly principal
payments and have customary covenants, including certain financial covenants. The commercial bill is used for working capital
and has a term of 12 years. As of March 31, 2015, the interest rate for the commercial bill was 2.31%.

Eastern Airways — Eastern Airways’ outstanding debt includes interest bearing term loans and borrowings of $19.7 million
as of March 31, 2015. The term loans and borrowings primarily relate to purchase of aircraft and inventory, have a term of 2 to
10 years and bear interest at LIBOR plus a margin of 2.75% to 3.5%. The interest rate on the term loans was between 3.225%
and 3.975% as of March 31, 2015. These term loans and borrowings have either monthly or quarterly principal payments and have
customary covenants, including certain financial covenants.

Other Debt — During fiscal year 2014, Aviashelf borrowed $1.1 million from a commercial bank on a line of credit. During
fiscal year 2015, Aviashelf borrowed $1.2 million against the line of credit and made payments of $2.0 million. As of March 31,
2015, the interest rate for the line of credit was 11.5%.

Other Matters — Aggregate annual maturities (which excludes unamortized discount of $1.3 million) for all debt for the

next five fiscal years and thereafter are as follows (in thousands):

Fiscal year ending March 31

2016......................................................................................................................................... $ 18,730
30,945
2017.........................................................................................................................................
26,480
2018.........................................................................................................................................
35,994
2019.........................................................................................................................................
228,755
2020.........................................................................................................................................
524,853
Thereafter ................................................................................................................................
$ 865,757

Interest paid in fiscal years 2015, 2014 and 2013 was $38.0 million, $38.4 million and $25.9 million, respectively. Capitalized

interest was $14.6 million, $14.1 million and $6.6 million in fiscal years 2015, 2014 and 2013, 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 that reflect quoted prices for identical assets or liabilities in markets which 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 the Company’s 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.

100

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Non-recurring Fair Value Measurements

The majority of our non-financial assets, which include inventories, property and equipment, assets held for sale, 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 Airnorth and Eastern Airways acquisition.

The following table summarizes the assets as of March 31, 2015, valued at fair value on a non-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)

Inventories...................................................... $
Assets held for sale ........................................
Total assets..................................................... $

— $
—
— $

3,139
54,310
57,449

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Inventories...................................................... $
Assets held for sale ........................................

Total assets.............................................. $

— $
—
— $

50,505
16,050
66,555

Balance as of
March 31, 2015
3,139
54,310
57,449

— $
—
— $

Total Loss for
Fiscal Year
2015

(7,167)
(36,057)
(43,224)

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, 2014, valued at fair value on a non-recurring basis (in thousands):

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 fair value of assets held for sale 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.
The $36.1 million loss on assets held for sale for fiscal year 2015 related to 27 aircraft and the $6.8 million loss on assets held for
sale for fiscal year 2014 related to 11 aircraft.

101

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recurring Fair Value Measurements

The following table summarizes the financial instruments we had as of March 31, 2015, 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, 2015
2,379
2,379

— $
— $

Balance Sheet
Classification
Other assets

Rabbi Trust investments ............................... $
Total assets............................................. $

Contingent consideration (1):

2,379
2,379

$
$

— $
— $

Current................................................... $

— $

33,938

Long-term .............................................. $
Total liabilities....................................... $

— $
— $

4,967
38,905

$
$

33,938

4,967
38,905

Other accrued
liabilities
Other liabilities and
deferred credits

_____________

(1) Relates to our investments in Cougar totaling $32.5 million and Airnorth totaling $6.4 million (see Note 3).

The following table summarizes the financial instruments we had as of March 31, 2014, 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

Rabbi Trust investments................................ $
Total assets............................................. $

6,599
6,599

$
$

— $
— $

6,599
6,599

Contingent consideration (1):

Balance Sheet
Classification

Other assets

Current ................................................... $

— $

7,652

Long-term .............................................. $
Total liabilities ....................................... $

— $
— $

23,670
31,322

$
$

7,652

23,670
31,322

Other accrued
liabilities
Other liabilities and
deferred credits

_____________

(1) Relates to an investment in Cougar (see Note 3).

The rabbi trust investments consist of cash and mutual funds whose fair value are 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 9.

102

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table provides a rollforward of the contingent consideration liability Level 3 fair value measurements during

fiscal year 2015 (in thousands):

Contingent consideration:

Balance as of March 31, 2014 .......................................................................................... $
Change in fair value of contingent consideration .....................................................
Airnorth acquisition ..................................................................................................
Balance as of March 31, 2015 .......................................................................................... $

31,322
1,177
6,406
38,905

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 or Airnorth achieving certain agreed performance targets and the estimated
discount rate. As of March 31, 2015 and 2014, the discount rate approximated 4% for the contingent consideration related to
Cougar. As of March 31, 2015, the discount rate approximated 2% for the contingent consideration related to Airnorth.

The fair value of our debt 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,

2015

2014

Carrying
Value

6 ¼% Senior Notes.......................................................................... $ 401,535
222,179
Term Loan.......................................................................................
114,109
3% Convertible Senior Notes..........................................................
83,800
Revolving Credit Facility................................................................
23,119
Airnorth debt ...................................................................................
19,680
Eastern Airways debt ......................................................................
—
Other debt........................................................................................
$ 864,422

Fair Value
$ 381,458
222,179
115,288
83,800
23,119
19,680
—
$ 845,524

Carrying
Value
$ 450,000
226,604
109,904
24,000
—
29,911
883
$ 841,302

Fair Value
$ 477,000
226,604
142,382
24,000
—
29,911
883
$ 900,780

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.

103

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7 — 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, 2015, we had 45 aircraft on order and options to acquire an
additional 30 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 civilian SAR services for all of the U.K. The SAR configured aircraft on order in the table below are intended
to service this contract and other SAR contracts.

Commitments as of March 31, 2015: (1) (2)

Number of aircraft:

Medium ................................................................................
Large (3).................................................................................
SAR configured....................................................................

Related expenditures (in thousands)(2) (4)

Fiscal Year Ending March 31,

2016

2017

2018

2019 and
beyond

Total

8
10
9
27

—
5
—
5

—
6
—
6

—
7
—
7

8
28
9
45

Medium and large................................................................. $ 293,821
122,796
SAR configured....................................................................
$ 416,617

$ 88,547
—
$ 88,547

$ 75,936
—
$ 75,936

$ 87,231
—
$ 87,231

545,535
122,796
668,331

Options as of March 31, 2015:

Number of aircraft:

Medium ................................................................................
Large (3).................................................................................

3
—
3

4
9
13

7
7
14

—
—
—

14
16
30

Related expenditures (in thousands)(3) ................................. $ 124,382

$ 286,814

$ 183,060

— $

594,256

_________

(1)

(2)

(3)

(4)

Signed client contracts are currently in place that will utilize 13 of these aircraft.

Excludes commitments related to sale leaseback advance. See Note 1 for further details.

Seventeen large aircraft on order expected to enter service between fiscal years 2017 and 2020 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 2015, 2014 and 2013:

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,

2015

2014

2013

Orders
43
(18)
8
—
12
—
—
45

Options
55
—
—
—
(12)
(13)
—
30

Orders
45
(21)
18
—
8
—
(7)
43

Options
70
—
—
—
(8)
(7)
—
55

Orders
15
(8)
26
—
12
—
—
45

Options
40
—
—
42
(12)
—
—
70

(1) During fiscal year 2014, we transferred our interest in seven aircraft previously ordered in return for $106.1 million in progress payments previously

paid on these aircraft.

104

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We periodically purchase aircraft for which we have no orders. During fiscal year 2015, we purchased three aircraft for

which we did not have orders.

Operating Leases — We have non-cancelable operating leases in connection with the lease of certain equipment, land and
facilities, including leases for aircraft. Rent expense incurred under all operating leases was $164.8 million, $105.8 million and
$67.4 million in fiscal years 2015, 2014 and 2013, respectively. Rent expense incurred under operating leases for aircraft was
$138.3 million, $83.5 million and $46.8 million in fiscal years 2015, 2014 and 2013, respectively. As of March 31, 2015, aggregate
future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including
leases for 82 aircraft, are as follows (in thousands):

Aircraft

Other

Total

Fiscal year ending March 31,

2016..................................................................................................................... $ 158,066
155,450
2017.....................................................................................................................
137,407
2018.....................................................................................................................
110,139
2019.....................................................................................................................
72,232
2020.....................................................................................................................
26,999
Thereafter ............................................................................................................
$ 660,293

$ 8,378
7,798
8,864
8,566
7,560
51,615
$ 92,781

$ 166,444
163,248
146,271
118,705
79,792
78,614
$ 753,074

In both fiscal years 2015 and 2014, we sold 14 aircraft for $380.7 million and $246.4 million, respectively, and entered into
14 separate agreements each year 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 up to 180 months with renewal options of up to 240 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 2016 to fiscal year 2017 ........................................................
Fiscal year 2018 to fiscal year 2020 ........................................................
Fiscal year 2021 to fiscal year 2024 ........................................................

Number
of Aircraft
11
49
22
82

Monthly Lease Payments
(in thousands)

1,627
9,512
2,004
13,143

Employee Agreements — Approximately 45% of our employees are represented by collective bargaining agreements and/
or unions with 18% of these employees being represented by collective bargaining agreements and/or unions that have expired or
will expire in one year. These agreements generally include annual escalations of up to 6%. Periodically, certain groups of our
employees who are not covered by a collective bargaining agreement consider entering into such an agreement.

During fiscal year 2015, we recognized $0.9 million in severance expense included in direct costs and general and
administrative expense in our West Africa business unit. During fiscal years 2015 and 2014, respectively, we recognized $0.9
million and $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 2015, 2014 and 2013,
we recognized approximately $5.5 million, and $2.9 million, and $2.0 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 employment agreements with members of senior
management. For further details on the retirement of our former President and Chief Executive Officer, see Note 9.

105

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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, 2015, we had $308.2 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.

We operate in jurisdictions internationally where we are subject to risks that include government action to obtain additional
tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is
not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may
impact our earnings until such time as a clear court or other ruling exists. We operate in jurisdictions currently where amounts
may be due to governmental bodies that we are not currently recording liabilities for as it is unclear how broad or narrow legislation
may ultimately be interpreted. We believe that payment of amounts in these instances is not probable at this time, but is reasonably
possible.

A loss contingency is reasonably possible if the contingency has a more than remote but less than probable chance of
occurring. Although management believes that there is no clear requirement to pay amounts at this time and that positions exist
suggesting that no further amounts are currently due, it is reasonably possible that a loss could occur for which we have estimated
a maximum loss at March 31, 2015 to be approximately $5 million to $8 million.

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.

106

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8 — TAXES

The components of deferred tax assets and liabilities are as follows (in thousands):

March 31,

2015

2014

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 ............................................................................
Inventories.....................................................................................................
Investment in unconsolidated affiliates.........................................................
Other..............................................................................................................
Valuation allowance......................................................................................

Total deferred tax assets......................................................................... $

31,134
17,487
21,657
—
12,728
2,156
7,515
5,118
5,259
6,539
4,790
(11,700)
102,683

17,628
15,627
18,531
12,674
11,627
2,124
6,289
4,845
5,784
—
3,188
(6,896)
91,421

Deferred tax liabilities:

Property and equipment ................................................................................ $ (207,395) $ (205,104)
(12,740)
Inventories.....................................................................................................
(8,985)
Investment in unconsolidated affiliates.........................................................
(1,895)
Employee programs ......................................................................................
(9,195)
Other..............................................................................................................
Total deferred tax liabilities ................................................................... $ (217,533) $ (237,919)
Net deferred tax liabilities .................................................................................... $ (114,850) $ (146,498)

(196)
—
(1,564)
(8,378)

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 $31.1 million of excess foreign tax credits as of March 31, 2015, 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, $6.9 million will expire
in fiscal year 2024 and $13.5 million will expire in 2025.

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, 2015, valuation allowances
totaled $11.7 million for operating loss carryforwards. The increase in the valuation allowance of $4.8 million in fiscal year
2015 resulted from foreign losses.

The components of income before provision for income taxes for fiscal years 2015, 2014 and 2013 are as follows (in

thousands):

Fiscal Year Ended March 31,

2015

2014

2013

Domestic ............................................................................................................... $ (40,602) $ (14,357) $
Foreign..................................................................................................................
152,075
Total...................................................................................................................... $ 111,473

259,348
$244,991

2,472
164,205
$ 166,677

107

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The provision for income taxes for fiscal years 2015, 2014 and 2013 consisted of the following (in thousands):

Current:

Domestic........................................................................................................ $
Foreign...........................................................................................................

4
34,822
$ 34,826

$ 36,872
33,939
$ 70,811

1,638
26,275
$ 27,913

Deferred:

Fiscal Year Ended March 31,

2015

2014

2013

Domestic........................................................................................................ $ (11,358) $ (6,646) $
Foreign...........................................................................................................

(6,953)

(702)

$ (12,060) $ (13,599) $

1,619
5,470
7,089
$ 35,002

Total...................................................................................................................... $ 22,766

$ 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 current year foreign tax credits......................................................
Tax reserve release..........................................................................................
Other, net ........................................................................................................
Effective tax rate......................................................................................

Fiscal Year Ended March 31,

2015
35.0 %
26.3 %
(47.0)%
4.0 %
8.7 %
— %
— %
(11.3)%
(0.1)%
4.8 %
20.4 %

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 %

Fiscal years 2014 and 2013 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 and $2.9 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 2015, 2014 and 2013, this transaction resulted in a $2.9 million reduction
in our consolidated provision for income taxes.

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, 2015:

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
Australia............................................................................................... Fiscal year 2011 to present

Years Open

108

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 2015, 2014 and 2013, we had a net (benefit)
provision of $0.5 million, $(1.5) million and $0.1 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 2015, 2014 and 2013, $0.4 million, $0.1 million and $0.1 million, respectively,
in interest and penalties were accrued in connection with uncertain tax positions.

As of March 31, 2015 and 2014, we had $4.9 million and $4.4 million, respectively, of unrecognized tax benefits, all of
which would have an impact on our effective tax rate, if recognized. The $4.2 million recorded in fiscal year 2014 relates to pre-
acquisition tax matters for the February 2014 acquisition of a 60% interest in Eastern Airways and are the subject of an indemnity,
for which a corresponding indemnity asset has been established for the same amount.

The activity associated with our unrecognized tax benefit during fiscal years 2015 and 2014 is as follows (in thousands):

Unrecognized tax benefits – beginning of fiscal year................................................................... $ 4,380
—
Eastern pre-acquisition tax liability ..............................................................................................
591
Increases for tax positions taken in prior years.............................................................................
—
Decreases for tax positions taken in prior years............................................................................
Decrease related to settlements with authorities ...........................................................................
(67)
Unrecognized tax benefits – end of fiscal year ............................................................................. $ 4,904

2015

2014
1,710
4,193
129
(1,434)
(218)
4,380

Fiscal Year Ended
March 31,

Unremitted foreign earnings reinvested abroad upon which U.S. income taxes have not been provided aggregated
approximately $805.3 million and $679.3 million as of March 31, 2015 and 2014, respectively. No accrual of income tax has been
made for fiscal years 2015 and 2014 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 do not currently provide for U.S. deferred taxes on unremitted earnings of our foreign subsidiaries as such earnings
are deemed to be permanently reinvested. If such earnings were to be distributed, we could be subject to U.S. taxes, which may
have a material impact on our results of operations. We cannot practicably estimate the amount of additional taxes that might be
payable on unremitted earnings

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 2015, 2014 and 2013 totaled approximately $1.6 million, $5.7 million and $0.5 million, respectively.

Income taxes paid during fiscal years 2015, 2014 and 2013 were $34.8 million, $59.1 million and $24.1 million, respectively.

109

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 9 — EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

The Bristow Group Inc. Employee Savings and Retirement Plan (the “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 $15.2 million, $12.7 million and $10.9 million for fiscal years

2015, 2014 and 2013, 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 as of 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.

110

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,

2015

2014

(In thousands)

Change in benefit obligation:

Projected benefit obligation (PBO) at beginning of period .............................. $ 637,641
7,878
Service cost .......................................................................................................
26,000
Interest cost .......................................................................................................
86,940
Actuarial loss (gain) ..........................................................................................
(28,191)
Benefit payments and expenses ........................................................................
Effect of exchange rate changes........................................................................
(90,969)
Projected benefit obligation (PBO) at end of period......................................... $ 639,299

$ 606,313
7,886
26,861
(29,313)
(23,234)
49,128
$ 637,641

Change in plan assets:

Market value of assets at beginning of period .................................................. $ 550,818
57,691
Actual return on assets ......................................................................................
34,633
Employer contributions.....................................................................................
(28,191)
Benefit payments and expenses ........................................................................
Effect of exchange rate changes........................................................................
(75,228)
Market value of assets at end of period............................................................. $ 539,723

$ 479,666
23,630
28,974
(23,234)
41,782
$ 550,818

Reconciliation of funded status:

Accumulated benefit obligation (ABO) ............................................................ $ 615,136
Projected benefit obligation (PBO)................................................................... $ 639,299
(539,723)
Fair value of assets ............................................................................................
Net recognized pension liability ....................................................................... $
99,576
Amounts recognized in accumulated other comprehensive loss....................... $ 252,920

$ 611,782
$ 637,641
(550,818)
$
86,823
$ 232,848

Fiscal Year Ended March 31,

2015

2014

2013

(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.................................................

Net periodic pension cost............................................................ $

7,878
26,000
(31,020)
6,653
9,511

7,886
26,861
(29,282)
7,705
$ 13,170

8,209
25,683
(29,068)
6,612
$ 11,436

The amount in accumulated other comprehensive loss as of March 31, 2015 expected to be recognized as a component of

net periodic pension cost in fiscal year 2016 is $7.1 million, net of tax, and represents amortization of the net actuarial losses.

111

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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,

2015
4.40%
6.29%
3.10%

2014
4.40%
6.29%
3.30%

2013
4.90%
6.90%
3.00%

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,

2015
4.25%
4.00%
3.75%
2.75%
1.75%

2014
4.00%
4.25%
4.00%
3.25%
1.25%

2013
3.50%
4.25%
4.00%
4.50%
0.75%

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 that are credit-rated 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.

112

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The market value of the plan assets as of March 31, 2015 and 2014 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..................................................................................................

Target Allocation
as of March 31,

Actual Allocation
as of March 31,

2015

2014

2015

2014

58.3%
31.1%
—%
10.6%
100.0%

57.8%
30.8%
—%
11.4%
100.0%

57.1%
35.8%
1.6%
5.5%
100.0%

59.1%
27.6%
1.5%
11.8%
100.0%

The following table summarizes, by level within the fair value hierarchy, the plan assets we had as of March 31, 2015, which

are valued at fair value (in thousands):

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......................................................... $

13,657
—
—
—
—
—
—
13,657

— $

104,953
98,867
101,242
71,998
93,079
—
$ 470,139

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total investments......................................................... $

48,685
—
—
—
—
—
—
48,685

— $

118,712
96,537
105,207
51,853
68,526
—
$ 440,835

Balance as of
March 31,
2015
13,657
104,953
98,867
101,242
71,998
93,079
55,927
539,723

— $
—
—
—
—
—
55,927
55,927

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 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.

113

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the changes in the Level 3 plan assets for fiscal year 2015 (in thousands):

March 31, 2014 ................................................................................................................................ $ 61,298
1,084
11,341
(17,796)
March 31, 2015 ................................................................................................................................ $ 55,927

Actual return on assets ..............................................................................................................
Net purchases, sales and settlements.........................................................................................
Effect of exchange rate changes................................................................................................

Estimated future benefit payments over each of the next five fiscal years from March 31, 2015 and in aggregate for the

following five fiscal years after fiscal year 2020, including life assurance premiums, are as follows (in thousands):

Projected Benefit Payments by the Plans for Fiscal Years Ending March 31,
Payments
2016.................................................................................................................................................. $ 25,417
26,222
2017..................................................................................................................................................
26,736
2018..................................................................................................................................................
27,548
2019..................................................................................................................................................
28,214
2020..................................................................................................................................................
151,155
Aggregate 2021 - 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 ($18.6 million) to the main U.K. plan for the fiscal year ending March 31, 2016 in fiscal
year 2015. Our contributions to the U.K pension plans and Norwegian plan for the fiscal year ending March 31, 2016 are expected
to be $18.1 million and $11.7 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, 2015, a maximum of 5,400,000 shares of Common Stock are reserved, including
2,377,643 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, 2015 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.

114

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In June 2014, June 2013 and May 2012, 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 $74.37, $62.66 and $43.38 per share for the June 2014, June 2013 and May 2012 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 $15.9 million, $13.2 million and $8.8 million for the June
2014, June 2013 and May 2012 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 2015, 2014 and 2013 was $14.1 million, $8.7 million and $10.2 million, respectively. Performance
cash compensation expense has been allocated to our various business units.

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 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. As of November 4, 2013, the Company expected awards to ultimately vest
under the original vesting conditions. As such, we continued to recognize compensation cost equal to the fair value of the awards
at the grant date and no additional compensation expense was recorded during fiscal year 2014.

Total share-based compensation expense, which includes stock options, restricted stock and restricted stock units, was $16.4
million, $15.4 million and $11.9 million for fiscal years 2015, 2014 and 2013, 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. As of March 31, 2015 and 2014, there were no non-vested restricted stock 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.

115

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of our stock option activity for fiscal year 2015 is presented below:

Weighted
Average
Exercise
Prices

Outstanding at March 31, 2014.............. $
Granted .............................................
Exercised ..........................................
Expired or forfeited ..........................
Outstanding at March 31, 2015..............
Exercisable at March 31, 2015...............

48.62
74.44
45.31
61.76
57.80
46.68

Number of
Shares

1,002,156
472,744
(114,145)
(24,619)
1,336,136
673,784

Weighted
Average
Remaining
Contractual Life

Aggregate
Intrinsic Value

(in thousands)

7.32
5.87

$
$

6,410
7,118

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 10 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 and 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 2015, 2014 and 2013.

Risk free interest rate...................................................................................
Expected life (years)....................................................................................
Volatility......................................................................................................
Dividend yield .............................................................................................
Weighted average grant-date fair value of options granted......................... $ 17.17

2015
1.67%
5
30.1%
2.06%

2014
1.01%
5
48.7%
1.60%

2013

0.8%
5
50.2%
1.83%

$ 23.77

$ 16.73

Fiscal Year Ended
March 31,

Unrecognized stock-based compensation expense related to nonvested stock options was approximately $8.2 million as of
March 31, 2015, relating to a total of 662,352 unvested stock options. We recognize compensation expense on a straight-line basis
over the requisite service period for the entire award. 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 2015, 2014 and 2013
was approximately $8.9 million, $5.1 million and $3.9 million, respectively.

The total intrinsic value, determined as of the date of exercise, of options exercised during fiscal years 2015, 2014 and 2013
was $2.4 million, $15.5 million and $6.3 million, respectively. The total amount of cash we received from option exercises during
fiscal years 2015, 2014 and 2013 was $5.2 million, $15.4 million and $15.3 million, respectively. The total tax benefit attributable
to options exercised during fiscal years 2015, 2014 and 2013 was $0.6 million, $5.4 million and $1.9 million, respectively.

The excess tax benefits from stock-based compensation for fiscal years 2015, 2014 and 2013 of $1.6 million, $5.7 million
and $0.5 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.

116

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 awards 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 2015,
2014 and 2013 was $10.1 million, $9.4 million and $7.4 million, respectively.

The following is a summary of non-vested restricted stock as of March 31, 2015 and 2014 and changes during fiscal year

2015:

Non-vested as of March 31, 2014 ......................................................................
Granted .......................................................................................................
Forfeited......................................................................................................
Vested..........................................................................................................
Non-vested as of March 31, 2015 ......................................................................

Weighted
Average
Grant Date Fair
Value per Unit
52.13
$
74.18
57.98
48.76
62.81

Units
459,717
172,808
(5,735)
(207,561)
419,229

Unrecognized stock-based compensation expense related to non-vested restricted stock was approximately $12.2 million as
of March 31, 2015, relating to a total of 419,229 unvested restricted stock. We expect to recognize this stock-based compensation
expense over a weighted average period of approximately 1.8 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 $19.9 million, $17.2 million and
$12.2 million for fiscal years 2015, 2014 and 2013, 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.

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 $1.5 million, $0.9 million and $0.7
million to this plan in each of fiscal years 2015, 2014 and 2013, respectively. The assets of the plan are held in a rabbi trust and
are subject to our general creditors. As of March 31, 2015, the amount held in trust was $2.4 million.

Retirement of President and Chief Executive Officer — On February 3, 2014, we announced that William E. Chiles would
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 that was held on July 31, 2014. On June 9, 2014, Jonathan E. Baliff began serving as President and
on July 31, 2014 he assumed the additional role of Chief Executive Officer of the Company. Mr. Baliff also became a member of
the Board of Directors of the Company effective July 31, 2014. Mr. Chiles remains an employee of the Company and provides
consulting services to the Company.

Mr. Chiles and the Company entered into a Retirement and Consulting Agreement, dated January 30, 2014 (the “Agreement”)
to specify the terms of his continued employment with the Company. We recorded additional compensation expense, included in
general and administrative expense, of $5.5 million during fiscal year 2015 related to the Agreement.

Voluntary Separation Plan — In March 2015, we offered a voluntary separation program (“VSP”) to certain employees as
part of the Company's ongoing efforts to improve efficiencies and reduce costs. The VSP was offered to approximately 2,888
employees and 137 employees accepted prior to the expiration of the offers, the date of which varied by region. We will recognize
the expense related to their termination benefits over their remaining service period, which we estimate will be $7.2 million, of
which $6.8 million is expected to be recognized in fiscal year 2016.

117

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 10 — 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, 2015 was 4,133,008.

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, 2015 and

2014:

Weighted Average
Price Per Share

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..................................................................................
Exercise of stock options ...........................................................................................
Issuance of restricted stock ........................................................................................
Repurchases of common stock...................................................................................
Other ..........................................................................................................................
Outstanding as of March 31, 2015..................................................................................

36,150,639
433,608
167,797
(1,043,875)
300
35,708,469
114,145
176,609
(1,160,940)
91
34,838,374

35.51
67.27
74.40
65.90

45.31
73.73
69.63
67.47

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, 2015, approximately 2,752,000 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, 2015. Our foreign ownership may
fluctuate on each trading day because our Common Stock and our 3% Convertible Senior notes are publicly traded.

Dividends — We paid quarterly dividends of $0.32 per share during each quarter of fiscal year 2015, $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 15, 2015, our board of directors
approved a dividend of $0.34 per share of Common Stock, payable on June 18, 2015 to shareholders of record on June 5, 2015.
For fiscal years 2015, 2014 and 2013, we paid dividends totaling $45.1 million, $36.3 million and $28.7 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 — During fiscal years 2015, 2014, and 2013, we repurchased 1,160,940, 1,043,875 and 24,709 of shares
of our Common Stock for $80.8 million, $77.7 million and $1.2 million, respectively. As of May 15, 2015, we had $125.0 million
of repurchase authority remaining from $150.0 million that was authorized by our board of directors for share repurchases between
November 6, 2014 and November 5, 2015.

We recorded the $80.8 million and $77.7 million payments as treasury stock on our consolidated balance sheets as of
March 31, 2015 and 2014, respectively. Shares outstanding used to calculate earnings per share during fiscal years 2015, 2014 and
2013 reflect the repurchase of shares when they were delivered.

118

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows:

Fiscal Year Ended March 31,

2015

2014

2013

Options:

Outstanding ..................................................................................
Weighted average exercise price..................................................

Restricted stock awards:

Outstanding ..................................................................................
Weighted average price ................................................................

682,800
69.04

—
— $

297,595
43.59

7,416
70.90

469,289
43.88

171
48.14

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 .............

84,300

186,737

130,102

—
84,300

—
186,737

—
130,102

Fiscal Year Ended March 31,

2015

2014

2013

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............................................
_________________

35,193,480

36,283,853

36,010,191

—

335,125

412,911

479,821

35,528,605
2.40
2.37

$
$

36,696,764
5.15
5.09

$
$

36,490,012
3.61
3.57

$
$

(1) Diluted earnings per common share for fiscal years 2015, 2014 and 2013 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, 2015, the base conversion
price of the notes was approximately $73.07, based on the base conversion rate of 13.6849 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 8.8952 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 2015, 2014 and 2013 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, 2012 ..........................
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, 2013...............................
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, 2014...............................
Other comprehensive income before

reclassification ..........................................

Reclassified from accumulated other

Currency
Translation
Adjustments
30,350
$

Pension Liability
Adjustments (1)

(189,589)

Total
(159,239)

(11,982)

(33,418)

(45,400)

—

4,956

(11,982)
(3,679)
14,689

(28,462)
3,679
(214,372)

(40,444)
—
(199,683)

19,810

17,063

36,873

—

19,810
23,313
57,812

6,304

23,367
(23,313)
(214,318)

43,177
—
(156,506)

(76,845)

(42,301)

(119,146)

comprehensive income..............................

—

5,323

Net current period other comprehensive

income .......................................................
Foreign exchange rate impact ..........................
Balance at March 31, 2015...............................

(76,845)
(20,033)
(39,066) $

(36,978)
20,033
(231,263)

(113,823)
—
(270,329)

_________________

(1) Reclassification of amounts related to pension liability adjustments were included as a component of net periodic pension cost.

120

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11 — SEGMENT INFORMATION

We conduct our business in one segment: Helicopter Services. During fiscal years 2015, 2014 and 2013, the Helicopter
Services segment operations were conducted primarily through five business units: Europe, West Africa, North America, Australia,
and Other International. Additionally, we 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 tables show business unit information for fiscal years 2015, 2014 and 2013, and as of March 31, 2015 and
2014, where applicable, 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 ................................................................................
Other International.................................................................
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,

2015

2014

2013

876,838
327,164
234,856
228,774
135,980
55,057
1,858,669

1,309
20
254
(227)
5,002
6,358

878,147
327,164
234,876
229,028
135,753
60,059
(6,358)
1,858,669

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

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,

2015

2014

2013

887
(710)
(4,016)

(3,839) $

125,016
86,074
52,943
6,017
18,609
(106,936)
(35,849)
145,874

192,689
1,330
73,716
23,077
51,139
259,883
601,834

37,535
15,815
22,093
22,341
15,591
918
114,293

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

122

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

March 31,

2015

2014

Identifiable assets:

Europe..................................................................................................................
West Africa..........................................................................................................
North America .....................................................................................................
Australia ..............................................................................................................
Other International...............................................................................................
Corporate and other (3) .........................................................................................
Total identifiable assets...................................................................................

874,228
416,939
574,902
391,852
559,137
413,662
3,230,720

932,803
454,161
487,659
260,483
579,571
683,580
3,398,257

Investments in unconsolidated affiliates – equity method investments: ....................
Europe....................................................................................................................
North America .......................................................................................................
Other International.................................................................................................
Total investments in unconsolidated affiliates – equity method investments.....

___________

March 31,

2015

2014

— $

61,015
149,075
210,090

1,067
61,570
193,692
256,329

(1) On November 21, 2014, we sold our 50% interest in HCA. Additionally on July 14, 2013, we sold our 50% interest in the FB Entities. See Note 3 for

details on the sale of HCA and the FB Entities.

(2)

(3)

Includes $232.3 million, $494.5 million and $140.1 million of construction in progress payments that were not allocated to business units in fiscal years
2015, 2014 and 2013, respectively.

Includes $306.0 million and $477.9 million of construction in progress within property and equipment on our consolidated balance sheets as of March 31,
2015 and 2014, 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 fixed wing aircraft 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 .........................................................
Australia........................................................
United States.................................................
Canada ..........................................................
Trinidad.........................................................
Malaysia........................................................
Other countries..............................................

Fiscal Year Ended March 31,

2015

2014

2013

616,191
327,164
266,186
228,774
222,661
61,713
59,073
3,677
73,230
1,858,669

526,149
328,793
253,651
168,424
225,650
32,895
51,770
14,316
67,934
1,669,582

383,398
296,933
249,023
186,752
237,311
16,447
43,763
25,284
69,562
1,508,473

123

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-lived assets:

United Kingdom ............................................
Australia ........................................................
Nigeria ...........................................................
United States..................................................
Canada ...........................................................
Norway ..........................................................
Trinidad .........................................................
Brazil .............................................................
Tanzania.........................................................
Malaysia ........................................................
Other countries ..............................................
Construction in progress attributable to

aircraft (1) ....................................................

___________

March 31,

2015

2014

462,667
241,149
235,914
235,434
215,245
197,165
109,248
80,540
54,845
—
18,882

544,113
188,370
256,239
128,124
199,861
155,690
64,520
123,439
42,589
61,104
26,769

306,012
2,157,101

477,933
2,268,751

(1)

These costs have been disclosed separately as the physical location where the aircraft will ultimately be operated is subject to change.

Effective April 1, 2015, we reorganized our global operations from five business units to four regions as follows: Africa,

Americas, Asia Pacific and Europe Caspian.

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

Egypt.

The Americas region will comprise all our operations and affiliates in North America and South America, including Brazil,

Canada, Trinidad and the U.S. Gulf of Mexico.

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

and Sakhalin.

The Europe Caspian region will comprise all our operations and affiliates in Europe and Central Asia, including Norway,

the U.K. and Turkmenistan.

We will present our historical business unit operating results based on the new region structure beginning with our Quarterly

Report for the quarter ending June 30, 2015.

During fiscal year 2015, 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 2015, 2014 and 2013 the aggregate activities of one major integrated oil and gas company accounted
for 12%, 13% and 13%, 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 2015, our top ten clients accounted for 58.1% of consolidated
gross revenue.

124

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12 — QUARTERLY FINANCIAL INFORMATION (Unaudited)

Fiscal Year 2015
Gross revenue.......................................................
Operating income (9).............................................
Net income attributable to Bristow Group (9).......
Earnings per share:

Basic ..................................................................
Diluted ...............................................................

Fiscal Year 2014
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)

472,538
65,192
44,109

1.24
1.23

398,994
56,119
26,886

0.74
0.74

$
$

475,636
44,064
26,082

0.74
0.73

417,328
53,935
110,606

3.04
3.01

$
$

460,140
8,916
(968)

(0.03) $
(0.03) $

412,335
29,502
18,927

0.52
0.51

$
$

450,355
27,702
15,077

0.43
0.43

440,925
47,421
30,318

0.84
0.83

(1) Operating income, net income and diluted earnings per share for the fiscal quarter ended June 30, 2014 included: (a) a decrease of $1.0 million, $0.7
million and $0.02, respectively, from our North America restructuring and (b) a decrease of $3.7 million, $2.4 million and $0.07, respectively, for CEO
succession. Net income and diluted earnings per share for the fiscal quarter ended June 30, 2014 included a decrease of $0.7 million and $0.02 respectively,
in premiums as a result of the repurchase of a portion of the 6¼% Senior Notes (included in extinguishment of debt).

(2) 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.

(3) Operating income, net income and diluted earnings per share for the fiscal quarter ended September 30, 2014 included: (a) a decrease of $0.6 million,
$0.4 million and $0.01, respectively, from North America restructuring, (b) a decrease of $1.8 million, $1.2 million and $0.03, respectively, for CEO
succession and (c) a decrease of $3.4 million, $2.7 million and $0.08, respectively, for additional inventory allowances related to excess inventory
identified for an older large aircraft model we are removing from our operational fleet. Net income and diluted earnings per share for the fiscal quarter
ended September 30, 2014 included a decrease of $0.8 million and $0.02, respectively, in premiums as a result of the repurchase of a portion of the 6 ¼
Senior Notes (included in other income (expense), net).

(4) 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).
Net income and diluted earnings per share for the fiscal quarter ended September 30, 2013 included an increase of $67.9 million and $1.85, respectively,
from a gain on sale of the FB Entities.

(5) Operating income, net income and diluted earnings per share for the fiscal quarter ended December 31, 2014 included: (a) a decrease of $3.8 million,
$3.0 million and $0.09, respectively, for additional inventory allowances related to excess inventory identified for an older large aircraft model we are
removing from our operational fleet, (b) a decrease of $5.3 million, $4.2 million and $0.12, respectively, for an accounting correction related to improperly
capitalizing profit on intercompany technical services billings and (c) an increase of $0.8 million, $0.6 million and $0.02, respectively, for an accrued
maintenance cost reversal. Net income and diluted earnings per share for the fiscal quarter ended December 31, 2014 included: (a) an increase of $2.5
million and $0.07, respectively, from a gain on sale of HCA and (b) a decrease of $0.6 million and $0.02, respectively, in premiums as a result of the
repurchase of a portion of the 6 ¼ Senior Notes (included in other income (expense), net).

(6) 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.

125

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(7) Operating income, net income and diluted earnings per share for the fiscal quarter ended March 31, 2015 included (a) a decrease of $10.4 million, $8.0
million and $0.23, respectively, due to fleet changes that resulted in additional depreciation expense and (b) a decrease of $0.9 million, $0.6 million and
$0.02 for severance costs in West Africa.

(8) 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 related to 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.

(9)

The fiscal quarters ended June 30, September 30 and December 31, 2014, and March 31, 2015 included $0.6 million, $0.1 million, $(26.3) million and
$(10.3) million, respectively in gain (loss) on disposal of assets included in operating income which also increased (decreased) net income by $0.5 million,
$0.1 million, $(21.0) million and $(8.1) million, respectively, and diluted earnings per share by $0.01, zero, $(0.60) and $(0.23), respectively. 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 gains (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.

Note 13 — 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 sheet, statement of income, comprehensive income and cash flow information 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.

126

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Income
Fiscal Year Ended March 31, 2015

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

— $
767
767

300,171
91,476
391,647

$ 1,558,498
—
1,558,498

— $ 1,858,669
—
1,858,669

(92,243)
(92,243)

—
—
—
1,834
76,453
78,287

212,216
—
—
46,098
39,898
298,212

1,087,341
92,243
7,167
66,361
137,807
1,390,919

— 1,299,557
—
7,167
114,293
254,158
1,675,175

(92,243)
—
—
—
(92,243)

Gain (loss) on disposal of assets ................................
Earnings from unconsolidated affiliates, net of

losses.......................................................................
Operating income (loss) .............................................

Interest income (expense), net....................................
Extinguishment of debt ..............................................
Gain on sale of unconsolidated affiliate .....................
Other income (expense), net.......................................

Income before provision for income taxes .................
Allocation of consolidated income taxes ...................
Net income (loss) .......................................................

—

269

(36,118)

—

(35,849)

44,731
(32,789)

112,336
(2,591)
—
323

77,279
7,080
84,359

—
93,704

(4,581)
—
—
483

89,606
(1,319)
88,287

(1,815)
129,646

(44,687)
(44,687)

(1,771)
145,874

(137,109)
—
3,921
(7,183)

(10,725)
(28,527)
(39,252)

—
—
—
—

(44,687)
—
(44,687)

(29,354)
(2,591)
3,921
(6,377)

111,473
(22,766)
88,707

Net income attributable to noncontrolling interests ...

(59)

—

(4,348)

—

(4,407)

Net income (loss) attributable to Bristow Group .......

84,300

88,287

(43,600) $

(44,687) $

84,300

127

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Comprehensive Income
Fiscal Year Ended March 31, 2015

Net income (loss)..........................................................
Other comprehensive income (loss):

Currency translation adjustments ...............................
Pension liability adjustment .......................................
Total comprehensive income (loss) ..............................

Net income attributable to noncontrolling interests ...
Currency translation adjustments attributable to

noncontrolling interests ..........................................

Total comprehensive income attributable to

noncontrolling interests ..........................................

Total comprehensive income (loss) attributable to

Bristow Group...........................................................

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

84,359

88,287

(39,252) $

(44,687) $

88,707

(25,885)
—
58,474

—
—
88,287

24,852
(36,978)
(51,378)

(70,584)
—
(115,271)

(71,617)
(36,978)
(19,888)

(59)

—

(59)

—

(4,348)

(5,228)

(9,576)

—

(4,407)

(5,228)

(9,635)

58,415

88,287

(60,954) $ (115,271) $

(29,523)

128

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheet
As of March 31, 2015

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...................................................

126
377,158
—
—
4,850
382,134

Land and buildings .....................................................
Aircraft and equipment...............................................

Less: Accumulated depreciation and amortization.......

Goodwill .......................................................................
Other assets...................................................................
Total assets....................................................................

884
342,239
44,285
54,695
7,035
449,138

111,380
—
—

103,136
447,776
102,884
3,132
58,206
715,134

— $

(908,555)
—
—
—
(908,555)

216,376

— (1,521,727)
—
— (1,184,335)

104,146
258,618
147,169
57,827
70,091
637,851

—
216,376
—

1,410,347
—
1,184,335

2,830
108,457
111,287
(16,431)
94,856
—
43,423
$ 3,115,095

50,946
1,114,218
1,165,164
(223,245)
941,919
4,756
988
$ 1,508,181

118,183
1,271,194
1,389,377
(269,051)
1,120,326
70,872
99,353
$ 2,222,061

—
171,959
— 2,493,869
— 2,665,828
(508,727)
—
— 2,157,101
75,628
—
143,764
—
$(3,614,617) $ 3,230,720

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 loss .....................
Treasury stock ............................................................
Total Bristow Group stockholders’ investment............
Noncontrolling interests................................................
Total stockholders’ investment.....................................
Total liabilities and stockholders’ investment...............

203,700
31,805
(3,661)

9,088
—
240,932

812,536
100,000
—
17,144
141,771
—

369,854
37,860
2,503

—
55,934
466,151

—
131,075
—
8,379
6,346
—

289,838
206,789
18,862

9,642
—
525,131

33,156
1,065,918
99,576
21,711
17,538
26,223

$ (779,199) $
(18,009)
—

—
—
(797,208)

—
(1,296,993)
—
(7,452)
—
—

84,193
258,445
17,704

18,730
55,934
435,006

845,692
—
99,576
39,782
165,655
26,223

376
781,837
1,284,442
(80,604)
(184,796)
1,801,255
1,457
1,802,712
$ 3,115,095

4,996
9,291
881,943
—
—
896,230
—
896,230
$ 1,508,181

22,876
284,048
133,559
(13,474)
—
427,009
5,799
432,808
$ 2,222,061

376
(27,872)
781,837
(293,339)
1,284,442
(1,015,502)
(270,329)
(176,251)
(184,796)
—
1,611,530
(1,512,964)
7,256
—
(1,512,964)
1,618,786
$(3,614,617) $ 3,230,720

129

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2015

Non-
Guarantor
Subsidiaries

(In thousands)
106,459
$

Eliminations

Consolidated

446

253,226

(268,738)
(20,303)
4,185
203,436
(81,420)

1,393
—
—

(11,475)

—
—
(3,170)
—
—

(86,767)
—
—
(100,019)

(22,031)
(97,011)
200,147
103,136

—
—
—
—
—

—
—
—

—

—
—
—
—
—

—
—
—
—

—
446
(446)

— $

(601,834)
(20,303)
4,185
414,859
(203,093)

454,393
—
—

(460,274)

—
(59)
(3,170)
(80,831)
(45,078)

—
5,172
1,550
(128,297)

(22,031)
(100,195)
204,341
104,146

Parent
Company
Only

Guarantor
Subsidiaries

Net cash provided by (used in) operating activities......

(99,130) $

245,451

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.............................

(46,217)
—
—
—
(46,217)

(286,879)
—
—
211,423
(75,456)

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 ..................

453,000
—
—

(448,799)

—
(59)
—
(80,831)
(45,078)

255,878
5,172
1,550
140,833

—
—
—

—

—
—
—
—
—

(169,111)
—
—
(169,111)

—
(4,514)
4,640
126

—
884
—
884

130

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:

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 (expense), net....................................
Gain on sale of consolidated affiliate .........................
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 .................

(45)

4,312

(4,989)

—

(722)

189,209
136,192

79,972
—
(174)

215,990
(29,193)
186,797
(60)
186,737

—
82,928

(4,785)
—
(342)

77,801
(6,292)
71,509
—
71,509

12,666
157,023

(189,166)
(189,166)

12,709
186,977

(118,405)
103,924
(2,176)

140,366
(21,727)
118,639
(982)
117,657

—
—
—

(189,166)
—
(189,166)
—

$ (189,166) $

(43,218)
103,924
(2,692)

244,991
(57,212)
187,779
(1,042)
186,737

131

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 attributable to noncontrolling interests ...
Currency translation adjustment attributable to

noncontrolling interest ............................................

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

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

132

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:

4,640
32,280
—
—
3,882
40,802

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.......

— $

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:

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 shares...........................................................
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

133

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

173,654

(446) $

232,094

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

(In thousands)

Eliminations

Consolidated

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.............................

(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

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..........
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 exercise of stock options .........
Net cash provided by (used in) financing activities......
Effect of exchange rate changes on cash and cash

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

— $

134

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 (expense), net....................................
Extinguishment of debt ..............................................
Other income (expense), net.......................................

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

848,799
79,162
52,845
81,169
1,061,975

5,594

25,070
176,431

— 1,057,794
—
96,284
163,389
1,317,467

(79,162)
—
—
(79,162)

—

8,068

(123,586)
(123,586)

25,070
224,144

17
—
103

(112,107)
—
(1,074)

—
—
—

92,852
(6,070)
86,782
—
86,782

63,250
(24,936)
38,314
(1,510)
36,804

(123,586)
—
(123,586)
—

$ (123,586) $

(41,658)
(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

70,432
(14,932)
94

134,161
(3,996)
130,165
(63)
130,102

135

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):

Net income 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

130,165

86,782

38,314

$ (123,586) $

131,675

(1,186)
—
128,979

(63)

—
—
86,782

—

(6,383)
(28,462)
3,469

(1,510)

(4,413)
—
(127,999)

—

(11,982)
(28,462)
91,231

(1,573)

128,916

86,782

1,959

$ (127,999) $

89,658

136

BRISTOW GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended March 31, 2013

Net cash provided by (used in) operating activities......

(45,184) $

156,371

(In thousands)
155,577
$

— $

266,764

Parent
Company
Only

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

Cash flows from investing activities:

Capital expenditures.................................................
Proceeds from asset dispositions .............................
Investment in unconsolidated affiliates ...................
Net cash provided by (used in) investing activities ......

Cash flows from financing activities:

Proceeds from borrowings .......................................
Debt issuance costs ..................................................
Repayment of debt and debt redemption

premiums ..........................................................
Partial prepayment of put/call obligation.................
Repurchase of Common Stock.................................
Dividends paid .........................................................
Increases (decreases) in cash related to

(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)
(63)
(1,219)
(11,242)

13,960
15,289
500
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)
(63)
(1,219)
(28,734)

—
15,289
500
(13,043)

8,109
(45,927)
261,550
215,623

137

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 Jonathan E.
Baliff, our Chief Executive Officer (“CEO”), and John H. Briscoe, 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, 2015. 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, 2015. 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, 2015.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2015 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 Airnorth. As described elsewhere in this Annual Report on Form
10-K, we acquired Airnorth on January 29, 2015. We are in the process of integrating the acquired business. The process of
integrating Airnorth into our evaluation of internal control over financial reporting may result in future changes to our internal
controls. Airnorth’s operations represent 0.6% of the Company’s consolidated revenue for the fiscal year ended March 31, 2015
and assets associated with Airnorth’s operations represent 2.5% of the Company’s consolidated total assets as of March 31, 2015.

MATERIAL CHANGES IN INTERNAL CONTROL

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2015 that

have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

138

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Bristow Group Inc.:

We have audited Bristow Group Inc.’s internal control over financial reporting as of March 31, 2015, based on criteria established
in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Bristow Group Inc.’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, 2015, 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 Capiteq Limited, operating under the name of Airnorth, which the Company
acquired on January 29, 2015. Airnorth’s operations represent 0.6% of the Company’s consolidated revenue for the fiscal year
ended March 31, 2015 and assets associated with Airnorth’s operations represent 2.5% of the Company’s consolidated total assets
as of March 31, 2015. 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 Airnorth’s 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, 2015 and 2014, 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, 2015, and our report dated May 20, 2015 expressed an unqualified opinion on those consolidated financial
statements.

/s/ KPMG LLP

Houston, Texas

May 20, 2015

139

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 2015 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 or, alternatively, through the filing of a Form 8-K.

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 2015 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 2015
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

140

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 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for fiscal years 2015, 2014 and 2013
Consolidated Balance Sheets as of March 31, 2015 and 2014
Consolidated Statements of Cash Flows for fiscal years 2015, 2014 and 2013
Consolidated Statements of Stockholders’ Investment for fiscal years 2015, 2014 and 2013
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

Exhibits

Incorporated by Reference to

Registration
or File
Number

Form or
Report

Date

Exhibit
Number

(2) Share and Asset Purchase Agreement, dated as of August 31,

001-31617

8-K

October 4, 2012

2.1

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)

141

Exhibits

Incorporated by Reference to

Registration
or File
Number

Form or
Report

Date

Exhibit
Number

(4) Offshore Logistics, Inc. 2004 Stock Incentive Plan.*

001-31617

10-Q

November 4, 2004

10(1)

(5) Form of Stock Option Agreement. *

001-31617

8-K/A February 3, 2006

10(2)

(6) 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).

(7) Form of Stock Option Agreement under 2003
Nonqualified Stock Option Plan for Non-employee Directors.*

(8) S-92 New Helicopter Sales Agreement dated as of May
19, 2006 between Bristow Group Inc. and Sikorsky Aircraft
Corporation. +

(9) Bristow Group Inc. Form of Severance Benefit
Agreement.*

(10) Form of Employee Performance Restricted Stock Unit
Award Letter under the Bristow Group Inc. 2004 Stock
Incentive Plan. *
(11) Form of Employee Nonqualified Stock Option Award
Letter under the Bristow Group Inc. 2004 Stock Incentive
Plan. *
(12) Form of Employee Performance Restricted Stock Unit
Award Letter under the Bristow Group Inc. 2007 Long Term
Incentive Plan. *

(13) Form of Employee Nonqualified Stock Option Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan. *

(14) 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). *

(15) Form of Employee Non-Qualified Stock Option Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan. *

(16) Form of Employee Restricted Stock Award Letter under
the Bristow Group Inc. 2007 Long Term Incentive Plan. *
(17) Form of Employee Performance Cash Award Letter under
the Bristow Group Inc. 2007 Long Term Incentive Plan. *

001-31617

10-Q

February 9, 2006

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

May 24, 2007

10.1

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

June 6, 2008

10.1

001-31617

8-K

June 6, 2008

001-31617

8-K

June 6, 2008

(18) Common Stock Purchase Agreement.

001-31617

8-K

June 17, 2008

(19) Form of Outside Director Restricted Stock Unit Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan. *

(20) Amendment to Form of Aircraft Lease agreement between
CFS Air, LLC and Air Logistics, L.L.C.

001-31617

8-K

August 8, 2008

001-31617

10-Q

November 5, 2008

10.2

(21) Form of Stock Option Award Letter. *

001-31617

8-K

June 10, 2009

(22) Form of Restricted Stock Award Letter. *

001-31617

8-K

June 10, 2009

(23) Form of Performance Cash Award Letter. *

001-31617

8-K

June 10, 2009

10.2

10.3

10.1

10.2

10.3

10.1

001-31617

10-Q

August 6, 2009

001-31617

10-K

May 21, 2010

10(69)

(24) Líder Aviação Holding S.A. Shareholders Agreement
dated May 26, 2009. +

(25) Amendment No. 1 to 2007 Bristow Group Inc. 2007 Long
Term Incentive Plan. *

142

Exhibits

Incorporated by Reference to

Registration
or File
Number

Form or
Report

Date

(26) Form of 2010 Stock Option Award Letter. *

001-31617

8-K

June 15, 2010

(27) Form of 2010 Restricted Stock Award Letter. *

001-31617

8-K

June 15, 2010

(28) Form of 2010 Restricted Stock (Retention) Award Letter.
*

001-31617

8-K

June 15, 2010

(29) Form of 2010 Performance Cash Award Letter. *

001-31617

8-K

June 15, 2010

Exhibit
Number

10.1

10.2

10.3

10.4

(30) 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

(32) Severance Benefits Agreement with Hilary S. Ware dated
November 4, 2010. *

001-31617

8-K

May 20, 2011

10(77)

(33) Form of 2011 Stock Option Award Letter. *

001-31617

8-K

June 14, 2011

(34) Form of 2011 Restricted Stock Award Letter. *

001-31617

8-K

June 14, 2011

(35) Form of 2011 Performance Cash Award Letter. *

001-31617

8-K

June 14, 2011

(36) Bristow Group Inc. Fiscal Year 2012 Annual Incentive
Compensation Plan. *

001-31617

8-K

June 14, 2011

(37) 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

(38) Indemnity Agreement with Mathew Masters

001-31617

8-K

November 1, 2011

10.1

(39) Amended and Restated Revolving Credit and Term Loan
Agreement, dated November 22, 2010

(40) First Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of December 22,
2011.
(41) Second Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of October 1, 2012.
(42) Third Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of April 29, 2013.
(43) Fourth Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of March 14, 2014.
(44) Fifth Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement, dated April 17, 2015.
(45) Amended and Restated Severance Benefits Agreement
between Bristow Group Inc. and Jeremy Akel, dated April 10,
2012. *

001-31617

10-Q

February 2, 2011

10.2

001-31617

8-K

December 28, 2011

10.1

001-31617

8-K

October 4, 2012

001-31617

8-K

April 29, 2014

001-31617

8-K

March 14, 2014

001-31617

8-K

April 20, 2015

001-31617

8-K

April 10, 2012

(46) Indemnity Agreement with Lori Gobillot.

001-31617

8-K

May 1, 2012

(47) Form of 2012 Stock Option Award Letter. *

001-31617

8-K

May 25, 2012

(48) Form of 2012 Restricted Stock Award Letter. *

001-31617

8-K

May 25, 2012

(49) Form of 2012 Performance Cash Award Letter. *

001-31617

8-K

May 25, 2012

(50) Bristow Group Inc. Fiscal Year 2013 Annual Incentive
Compensation Plan. *
(51) Term Loan and Credit Agreement dated as of October 1,
2012.

001-31617

8-K

May 25, 2012

001-31617

8-K

October 4, 2012

143

10.2

10.1

10.2

10.3

10.4

10.1

Exhibits

(52) Form of Unanimous Shareholder Agreement, by and
among Bristow Group Inc., Kenneth Norie, Cougar
Helicopters Inc., and the other parties signatory thereto.

(53) S-92 New Helicopter Sales Agreement dated as of
November 7, 2012, between Bristow Group Inc. and Sikorsky
Aircraft Corporation. +

(54) U.K. Search & Rescue Helicopter Service Contract dated
as of March 26, 2013, between Bristow Helicopters and U.K.
Department for Transport. +

Incorporated by Reference to

Registration
or File
Number

Form or
Report

Date

001-31617

8-K

October 4, 2012

Exhibit
Number

10.7

001-31617

10-Q/
A

10-K/
A

April 8, 2013

10.1

November 7, 2013

10.69

(55) Form of 2013 Stock Option Award Letter. *

001-31617

8-K

June 10, 2013

(56) Form of 2013 Restricted Stock Award Letter. *

001-31617

8-K

June 10, 2013

(57) Form of 2013 Performance Cash Award Letter. *

001-31617

8-K

June 10, 2013

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

001-31617

8-K

June 4, 2014

001-31617

8-K

June 10, 2014

001-31617

8-K

June 10, 2014

001-31617

8-K

June 10, 2014

001-31617

8-K

June 10, 2014

001-31617

8-K

June 10, 2014

001-31617

8-K

February 4, 2015

10.1

10.2

10.1

10.2

10.3

10.4

10.5

10.6

10.1

(58) Bristow Group Inc. Fiscal Year 2014 Annual Incentive
Compensation Plan. *
(59) Letter regarding treatment of unvested long-term
incentive plan awards.
(60) Retirement and Consulting Agreement, between Bristow
Group Inc. and William E. Chiles, dated January 30, 2014.
(61) Form of 2014 Restricted Stock Unit Retention Award
Letter. *
(62) Separation Agreement and Release, between Bristow
Group Inc. and Mark B. Duncan, dated March 31, 2014.
(63) John Briscoe Compensation Package. *

(64) Summary of Terms and Conditions of Nonqualified Stock
Options Award. *
(65) Summary of Terms and Conditions of Officer Restricted
Stock Unit Award. *
(66) Summary of Terms and Conditions of Officer
Performance Cash Award. *
(67) Bristow Group Inc. Fiscal year 2015 Annual Incentive
Compensation Plan. *
(68) Supplement to Bristow Group Inc. Fiscal Year 2015
Annual Incentive Plan. *
(69) Indemnity Agreement with David Gompert

(70) Bristow Group Inc. Management Severance Benefits Plan
for U.S. Employees. * ††
(71) Bristow Group Inc. Management Severance Benefits Plan
for Non-U.S. Employees. * ††

144

(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

Filed 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.

145

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
20th day of May, 2015.

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 20th day of May, 2015.

By: /s/ John H. Briscoe

John H. Briscoe
Senior Vice President and
Chief Financial Officer

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

/s/ Jonathan E. Baliff
Jonathan E. Baliff

/s/ John H. Briscoe
John H. Briscoe

/s/ Brian J. Allman
Brian J. Allman

*
Thomas N. Amonett

*
Stephen J. Cannon

*
Michael A. Flick

*
Lori A. Gobillot

*
Ian A. Godden

*
David C. Gompert

*
Stephen A. King

*
Thomas C. Knudson

*
Mathew Masters

*
Bruce H. Stover

/s/ E. Chipman Earle
* By: E. Chipman Earle (Attorney-in-Fact)

146

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

From left to right: Mathew Masters, Michael A. Flick, Ian A. Godden, David C. Gompert, Lori A. Gobillot, Jonathan E. Baliff,

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

CORPORATE INFORMATION

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

Common Stock Information
The company’s NYSE symbol is BRS

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

Transfer Agent
Computershare
P.O. Box 30170
College Station, TX 77842
Telephone: 866.265.9770
computershare.com

Auditors
KPMG LLP

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