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(1)	During the three months ended December 31, 2014 and 2013, we spent $159.2 million and $160.4 million, respectively, and during the nine months ended December 31, 2014 and 2013, we spent $383.4 million and $460.9 million, respectively, on construction in progress, which primarily represents progress payments on aircraft to be delivered in future periods.

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(1)

During the nine months ended December 31, 2014, 14 of these aircraft were leased back, and we received $380.7 million in proceeds for the aircraft. During the three and nine months ended December 31, 2013, 6 and 13 of these aircraft were leased back, respectively, and we received $72.3 million and $217.9 million, respectively, in proceeds for these aircraft. We did not enter into any sale leaseback transactions during the three months ended December 31, 2014.

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(1)	During the nine months ended December 31, 2013, we sold our 50% interest in the FB Entities and recorded a pre-tax gain of $103.9 million.

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•	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.

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(1)	Relates to our investment in Cougar Helicopters Inc. (“Cougar”). For further details on the Cougar investment, see Note 3 to the fiscal year 2014 Financial Statements.

(1)	Relates to our investment in Cougar. For further details on the Cougar investment, see Note 3 to the fiscal year 2014 Financial Statements.

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(1)	Signed client contracts are currently in place that will utilize 16 of these aircraft.

(2)	Excludes commitments related to sales leaseback advance. See Note 1 for further details.

(3)	Five large aircraft on order and seven large aircraft under options expected to enter service between fiscal years 2017 and 2019 are subject to the successful development and certification of the aircraft.

(4)	Includes progress payments on aircraft scheduled to be delivered in future periods.

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(1)

Diluted earnings per common share for the three and nine months ended December 31, 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 December 31, 2014, 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 the three and nine months ended December 31, 2014 and 2013 as our average stock price during these periods did not meet or exceed the conversion requirements.

(1)	Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

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(1)	On November 21, 2014, we sold our 50% interest in HCA. See Note 3 for details. Additionally, on July 14, 2013, we sold our 50% interest in the FB entities. See Note 3 to the fiscal year 2014 Financial Statements for further details on the sale of FB Entities.

(2)	Includes $420.4 million and $477.9 million of construction in progress within property and equipment on our condensed consolidated balance sheets as of December 31 and March 31, 2014, respectively, which primarily represents progress payments on aircraft to be delivered in future periods.

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

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

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•	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 customers 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.

•	Europe,

•	West Africa,

•	North America,

•	Australia, and

•	Other International.

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(1)	Includes 18 aircraft held for sale and 115 leased aircraft as follows:

(2)	The average age of our fleet, excluding fixed wing and training aircraft, was 10 years as of December 31, 2014.

(3)	The 131 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us. Includes 59 helicopters (primarily medium) and 27 fixed wing aircraft owned and managed by Líder Táxi Aéreo S.A. (“Líder”), our unconsolidated affiliate in Brazil, which is included in our Other International business unit.

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

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•

Be the preferred provider of helicopter services. We position our business to be the preferred provider of helicopter services by maintaining strong relationships with our clients and providing safe and high-quality service. In order to create further differentiation and add value to our clients, we focus on enhancing our value to our clients through key components of our “Operational Excellence” initiative and our “Bristow Client Promise” program, which are the initiatives of “Target Zero Accidents,” “Target Zero Downtime” and “Target Zero Complaints.” This program is designed to help our clients better achieve their offshore objectives by providing higher hours of zero-accident flight time with on-time and up-time helicopter transportation service. We maintain close relationships with our clients’ field operations, corporate management and contacts at governmental agencies which we believe help us better anticipate client needs and provide our clients with the right aircraft in the right place at the right time, which in turn allows us to better manage our fleet utilization and capital investment program. By better understanding and delivering on our clients’ needs with our global operations and safety standards, we believe we effectively compete against other helicopter service providers based on aircraft availability, client service, safety and reliability, and not just price. We also leverage our close relationships with our industry peers to establish mutually beneficial operating practices and safety standards industry-wide. 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 record, sharing best practices, developing and applying advanced technology, and encouraging common global flight standards.

•

Grow our business while managing our assets. We plan to grow our business globally and increase our revenue and profitability over time, while managing through cyclical downturns in the energy industry or governmental spending reductions or modifications. We conduct flight operations in most major oil and gas producing regions of the world, and through our strong relationships with our existing clients we are aware of future business opportunities in the markets we currently serve that would allow us to grow through new contracts. Additionally, new opportunities may result in growth through acquisitions, participation with existing unconsolidated affiliates, investing in new companies, or creating partnerships and alliances with existing industry participants. We are also actively managing our aircraft fleet with the expressed goal of continually renewing the fleet with newer technology aircraft, while also reducing the number of fleet types we operate. We expect that a reduction in the number of fleet types we operate will allow us to realize operating, maintenance, inventory and supply chain efficiencies across a more standardized global fleet of aircraft.

•

Execute on Operational Excellence Initiatives. We continue to execute on Operational Excellence initiatives, with the goal of improving our service delivery and overall value to our clients. We define our objective of ongoing improvement as reaching across four strategic areas: clients, execution, people and growth. We strive for the highest standards in safety performance, mission execution, people management and financial discipline. To continue building client confidence, we have created the role of Service Delivery Manager in each of our business units. We have also appointed a number of global account and business development executives to support our drive to deliver operational excellence to our clients. We are also working to improve operational performance by creating global supply chain and fleet management groups. We are in the process of further standardizing, simplifying and integrating our business processes across our global operations so we can better provide more consistent and high quality service delivery. We have invested in two new technology platforms, eFlight and a new Enterprise Resource Planning platform, to support flight operations and activities such as finance, supply chain and maintenance. The expected benefits of these efforts include fewer process steps, decreased cost, better maintenance turnaround, minimization of aircraft downtime, faster billing and collections, reduced inventory levels and lower risk exposure, which should lead to improved margins, asset turnover, cash flow and Bristow Value Added (“BVA”). We expect the technology execution portion of operational excellence to reduce risk and reinforce our long term 10-15% adjusted diluted earnings per share growth through BVA and earnings per share accretion.

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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 December 31, 2014, aircraft under operating leases accounted for 36% of our LACE. Our adjusted debt to total equity ratio and total liquidity were 90.5% and $412.4 million, respectively, as of December 31, 2014 and 76.4% and $529.9 million, respectively, as of March 31, 2014. As of December 31 and March 31, 2014, adjusted debt includes the net present value of operating leases totaling $649.7 million and $411.6 million, respectively, letters of credit, bank guarantees and financial guarantees totaling $2.5 million and $2.7 million, respectively, and the unfunded pension liability of $62.1 million and $86.8 million, respectively.

•

Highest return. Our internal financial management framework, called BVA, focuses on the returns we deliver across our organization. BVA is a financial performance measure customized for the Company 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.

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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 February 5, 2015, our board of directors approved a dividend of $0.32 per common share, our sixteenth consecutive quarterly dividend. On August 1, 2013, our board of directors approved a dividend policy with a goal of an annualized quarterly dividend payout ratio of 20-30% of forward adjusted earnings per share, although actual dividend payments are at the discretion of the board of directors and may not meet this ratio. Also, our board of directors has authorized expenditures to repurchase shares of common stock, par value $.01 per share (“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. As of January 30, 2015, we had repurchased 2,756,419 shares of our Common Stock for a total of $184.8 million since November 2011 and had $125.0 million of repurchase authority remaining from the $150.0 million that was authorized for share repurchases between November 5, 2014 and November 5, 2015. For additional information on our repurchases of Common Stock, see “Share Repurchases” in Note 11 to the financial statements in our fiscal year 2014 Annual Report and Note 8 in the “Notes to Condensed Consolidated Financial Statements” included elsewhere in this Quarterly 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.

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(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.

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(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 a component 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:

(i)	See information about special items during the Current Quarter and Comparable Quarter under “Current Quarter Compared to Comparable Quarter” and Current Period and Comparable Period under “Current Period Compared to Comparable Period” 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.

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•	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; 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; and

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•	Unfavorable foreign currency exchange impacts of $13.9 million driven primarily by a strengthening U.S. dollar, including $7.7 million reflected as a reduction in earnings from unconsolidated affiliates related to our affiliate in Brazil,

•	An increase in general and administrative expense of $23.6 million driven by higher compensation costs of $13.4 million, primarily related to improved BVA year-over-year and stock price performance versus our peer group, and higher professional fees of $5.1 million primarily related to ongoing Operational Excellence initiatives,

•	Non-cash impairment charges related to aircraft of $25.6 million and inventory of $3.8 million, and

•	The effect of an accounting correction of $5.3 million.

•	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 $1.8 million from an original equipment manufacturer provided in the form of maintenance credits resulting from a settlement for aircraft performance issues and related costs that benefited results in our Europe and Australia business units, and

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

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•	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 $14.3 million from an original equipment manufacturer provided in the form of maintenance credits resulting from a settlement for aircraft performance issues and related costs that benefited results in our 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.

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•	An increase in compensation costs of $10.0 million, primarily resulting from improved BVA year-over-year and stock price performance versus our peer group, and professional fees of $3.8 million, primarily related to ongoing Operational Excellence initiatives,

•	Charges recorded during the Current Quarter for inventory allowances of $3.8 million related to excess inventory identified for older large aircraft models we will remove from our operational fleet over the next two fiscal years, and

•	The negative impact of $5.3 million related to the accounting correction described below.

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•	An increase in compensation costs of $16.0 million, primarily resulting from $5.5 million of expense related to CEO succession, improved BVA year-over-year and stock price performance versus our peer group, and professional fees of $7.5 million, primarily related to ongoing Operational Excellence initiatives,

•	Charges recorded during the Current Period for inventory allowances of $7.2 million related to excess inventory identified for older large aircraft models we will remove from our operational fleet over the next two fiscal years, which is an increase over similar charges recorded on inventory supporting other aircraft of $2.4 million in the Comparable Period, and

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

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(1)	Excludes unamortized discount of $2.0 million and $0.5 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 on June 15, 2015.

(2)	Interest payments for variable interest debt are based on interest rates as of December 31, 2014.

(3)	Represents separate operating leases for aircraft. During the nine months ended December 31, 2014, we entered into 23 new aircraft operating leases.

(4)	Represents minimum rental payments required under non-operating leases that have initial or remaining non-cancelable lease terms in excess of one year.

(5)

Represents expected funding for pension benefits in future periods. These amounts are undiscounted and are based on the expectation that the U.K. and Norway pensions will be fully funded in approximately four and three years, respectively. As of December 31, 2014, we had recorded on our balance sheet a $62.1 million pension liability associated with these obligations. The timing of the funding is dependent on actuarial valuations and resulting negotiations with the plan trustees.

(6)	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 is $32.1 million as of December 31, 2014 and is included in other accrued liabilities and other liabilities and deferred credits on our condensed consolidated balance sheet. The Eastern Airways purchase agreement includes a potential earn-out of £6 million ($10 million) over a three year period. The earn-out consideration will be included as general and administrative expense in our condensed consolidated statements of income as earned.

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(1)

During the three months ended December 31, 2014, we repurchased 565,622 shares for $37.4 million. As of January 31, 2014, we had $125.0 million of repurchase authority remaining from the $150.0 million that was authorized for share repurchases between November 6, 2014 and 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 instruments, and may be suspended or discontinued at any time.

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