Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (the "fiscal year 2012 Annual Report") and the MD&A contained therein. In the discussion that follows, the terms "Current Quarter" and "Comparable Quarter" refer to the three months ended December 31, 2012 and 2011, respectively, and the terms "Current Period" and "Comparable Period" refer to the nine months ended December 31, 2012 and 2011, respectively. Our fiscal year ends March 31, and we refer to fiscal years based on the end of such period. Therefore, the fiscal year ending March 31, 2013 is referred to as "fiscal year 2013."

Forward-Looking Statements

This Quarterly Report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (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 Quarterly 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 Quarterly Report regarding future events and operating performance. We believe that 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 natural gas and oil;

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

• fluctuations in the demand for our services;

• the existence of competitors;

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

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

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

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

• general economic conditions including the capital and credit markets;

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

• the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;

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

• the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;

• the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; and

• the possibility that we do not achieve the anticipated benefit of our fleet investment program.

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 in the fiscal year 2012 Annual Report.

All forward-looking statements in this Quarterly Report are qualified by these cautionary statements and are only made as of the date of this Quarterly 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.

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 statements which follow and does not disclose every item impacting our financial condition and operating performance.

General

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. and Offshore Logistics, Inc., having been founded in 1955 and 1969, respectively. We have major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore energy producing regions of the world, including Alaska, Australia, Brazil, Canada, Russia and Trinidad. We generated 80%, 90% and 87% of our consolidated operating revenue, business unit operating income and business unit adjusted EBITDAR, respectively, from operations outside of the U.S. during the Current Period.

We conduct our business in one segment: Helicopter Services. The Helicopter Services segment operations are conducted primarily through five business units:

• Europe,

• West Africa,

• North America,

• Australia, and

• Other International.

We provide helicopter services to a broad base of major integrated, national and independent offshore energy companies. Our clients charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our clients also charter our helicopters to transport time-sensitive equipment to these offshore locations. 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. As of December 31, 2012, we operated 356 aircraft (including 295 owned aircraft and 61 leased aircraft; 17 of the owned aircraft are held for sale) and our unconsolidated affiliates operated 200 aircraft in addition to those aircraft leased from us.

The chart below presents (1) the number of helicopters in our fleet and their distribution among the business units of our Helicopter Services segment as of December 31, 2012; (2) the number of helicopters which we had on order or under option as of December 31, 2012; and (3) the percentage of operating revenue which each of our business units provided during the Current Period. For additional information regarding our commitments and options to acquire aircraft, see Note 6 in the "Notes to Condensed Consolidated Financial Statements" included elsewhere in this Quarterly Report.

                                                                                     Aircraft in Consolidated Fleet


                                         Percentage                           Helicopters
                                         of Current
                                           Period
                                         Operating                                                                  Fixed                           Unconsolidated
                                          Revenue           Small        Medium        Large        Training        Wing        Total (1)(2)        Affiliates (3)       Total
Europe                                            37 %          -             12           48              -            -                  60                    64         124
West Africa                                       21 %           9            25            6              -             3                 43                    -           43
North America                                     17 %          66            24           10              -            -                 100                    -          100
Australia                                         12 %           2            10           13              -            -                  25                    -           25
Other International                               10 %           3            33           14              -            -                  50                   136         186
Corporate and other                                3 %          -             -            -               78           -                  78                    -           78

Total                                            100 %          80           104           91              78            3                356                   200         556

Aircraft not currently in fleet: (4)
On order                                                        -             10           27              -            -                  37
Under option                                                    -             28           37              -            -                  65

(1) Includes 17 aircraft held for sale and 61 leased aircraft as follows:

                                                                           Held for Sale Aircraft in Consolidated Fleet
                                                                          Helicopters
                                                                                                                          Fixed
                                                  Small            Medium             Large           Training            Wing              Total
Europe                                                   -                  2                 2                -                 -                  4
West Africa                                              -                  1                -                 -                 -                  1
North America                                            -                 -                 -                 -                 -                 -
Australia                                                -                  4                -                 -                 -                  4
Other International                                      -                  8                -                 -                 -                  8
Corporate and other                                      -                 -                 -                 -                 -                 -

Total                                                    -                 15                 2                -                 -                 17


                                                                               Leased Aircraft in Consolidated Fleet
                                                                          Helicopters
                                                                                                                          Fixed
                                                  Small            Medium             Large           Training            Wing              Total
Europe                                                   -                 -                 10                -                 -                 10
West Africa                                              -                  1                -                 -                 -                  1
North America                                             1                11                 2                -                 -                 14
Australia                                                 2                -                  3                -                 -                  5
Other International                                      -                 -                 -                 -                 -                 -
Corporate and other                                      -                 -                 -                 31                -                 31

Total                                                     3                12                15                31                -                 61

(2) The average age of our fleet, excluding training aircraft, was 11 years as of December 31, 2012.

(3) The 200 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us.

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

The commercial aircraft in our consolidated fleet represented in the above chart 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 large, medium and small aircraft are weighted as 100%, 50%, and 25%, respectively, to arrive at a single LACE number, which excludes Bristow Academy aircraft, fixed wing aircraft, affiliate aircraft, aircraft held for sale and aircraft construction in process. We divide our operating revenue from commercial contracts, which excludes operating revenue from affiliates and reimbursable revenue, by LACE to develop a LACE rate, which is a standardized rate, similar to a day rate, on which we disclose results and provide guidance. Our Current Period number of LACE aircraft is 154 and our historical LACE and LACE rate is as follows:

                                                                               Fiscal Year Ended March 31,
                                      Current Period         2012           2011           2010           2009           2008
LACE                                              154            149            153            159            164            161
LACE Rate (in millions)              $           8.49     $     7.89     $     7.15     $     6.49     $     6.14     $     5.72

The following table presents the percentage of LACE leased as of December 31, 2012:

                           Europe                  20 %
                           West Africa              2 %
                           North America           20 %
                           Australia               21 %
                           Other International      0 %
                           Total                   14 %

Our Strategy

Our goal is to strengthen our position as a leading helicopter services provider to the offshore energy industry. We intend to employ the following well defined business/commercial and capital allocation strategies to achieve this goal:

Business/Commercial Strategy

• Be the preferred provider of helicopter services. We position our business to be the preferred provider of helicopter services by maintaining strong relationships with our clients and providing safe and high-quality service. In order to create 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," which comprise our "Bristow Client Promise" program. This program is designed to deliver continuous improvement in all these important areas and demonstrate our commitment to providing higher hours of zero-accident flight time with on-time and up-time helicopter transportation service. We maintain relationships with our clients' field operations and corporate management that 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. We also leverage our close relationships with our clients to establish mutually beneficial operating practices and safety standards worldwide. By applying standardized first-rate operating and safety practices across our global operations, we seek to provide our clients with consistent, high-quality service in each of their areas of operation. 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.

• 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. 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. We anticipate these new opportunities will result in the deployment of new or existing aircraft into markets where we expect they will earn desirable rates of return. Additionally, new opportunities may result in growth through acquisitions and investments in existing or new

Capital Allocation Strategy

Our capital allocation strategy is based on three principles as follows:

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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 maintain adequate liquidity and intend to manage our capital structure relative to our commitments with external financings when necessary and through the use of operating leases for 20-30% of our LACE. During fiscal year 2012, we initiated a new financing strategy whereby we are now using operating leases to a larger extent than in the past. As of December 31, 2012, aircraft under operating leases account for 14% of our LACE. Our adjusted debt to total equity ratio and total liquidity were 78.1% and $431.3 million, respectively, as of December 31, 2012 and 70.8% and $401.6 million, respectively, as of March 31, 2012. Adjusted debt includes the net present value of operating leases totaling $243.9 million and $190.2 million, respectively, letters of credit, bank guarantees and financial guarantees totaling $2.6 million and $17.5 million, respectively, and the unfunded pension liability of $115.7 million and $111.7 million, respectively, as of December 31 and March 31, 2012.

• Highest return. Our internal financial management framework, called Bristow Value Added ("BVA"), focuses on the returns we deliver across our organization. BVA is computed by subtracting a capital charge for the use of gross invested capital from after tax operating cash flow. Our goal is to achieve strong improvements in BVA over time by (1) improving the returns we earn throughout our organization via cost and capital efficiency improvements as well as through better pricing based on the differentiated value we deliver to clients via aircraft safety, availability, client service and reliability; (2) deploying more capital into commercial opportunities where management believes we can deliver strong returns and when we believe it will benefit the Company and our shareholders, including making strategic acquisitions or strategic equity investments; and (3) withdrawing capital from areas where returns are deemed inadequate and unable to be sufficiently improved. When appropriate, we may divest parts of the Company. Improvements in BVA are the primary financial measure in our management incentive plan, which is designed to align the interests of management with shareholders.

Market Outlook

Our core business is providing helicopter services to the worldwide oil and gas industry. Our global operations and critical mass of helicopters provide us with geographic and client diversity which helps mitigate risks associated with a single market or client.

Our 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. Our clients typically base their capital expenditure budgets on their long-term commodity price expectations and not exclusively on the current spot price. In 2009, the credit, equity and commodity markets were quite volatile causing many of our oil and gas company clients to reduce capital spending plans and defer projects. Growing confidence among our clients has led to increased capital expenditure budgets resulting in some larger projects moving ahead that were previously on hold. This led to the recovery in fiscal year 2011 financial performance and continued growth in fiscal year 2012 and into fiscal year 2013.

While we are cautiously optimistic that economic conditions will continue to recover over the last quarter of fiscal year 2013 and into fiscal year 2014, we continue to seek ways to operate more efficiently and work with our clients to improve the efficiency of their operations. These efficiency gains combined with continued economic recovery should lead to expansion of our business with increased demand in many of our core markets.

Recent Events

In early October 2012, we completed the acquisition of 40 newly issued Class B shares ("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 and facilities used by Cougar in its operations, for $250 million, of which $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 search and rescue ("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. Additionally, 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.

On October 22, 2012, an incident occurred with a Eurocopter EC225 Super Puma helicopter operated by another helicopter company, which resulted in a controlled ditching on the North Sea, south of the Shetland Isles, U.K. Following the ditching, all 19 passengers and crew were recovered safely and without injuries.

Related to this incident, the Civil Aviation Authorities ("CAAs") in the U.K. and Norway issued safety directives in October 2012, requiring operators to suspend operations of the affected aircraft. As a result, we will not be operating a total of sixteen large Eurocopter aircraft until further notice:
twelve in the U.K. (one of which was delivered in the Current Quarter), three in Australia and one in Norway. Our other commercial aircraft continue to operate globally.

In order to mitigate the impact on our clients, we have increased utilization of other in-region aircraft, implemented contingency plans designed to return to service previously stored Eurocopter AS332L helicopters not affected by the CAA safety directives and entered into an agreement on November 7, 2012 to purchase ten Sikorsky S-92 large aircraft with options for 16 more.

Currently, no contracts have been cancelled and we believe we have the contractual right to continue to receive the monthly standing charges billed to our clients. However, in certain instances we are not receiving payment for the monthly standing charges in a timely manner and are currently in discussions with our clients regarding these charges. While the lack of timely payment of these monthly standing charges did not have a material impact on the results of operations for the three or nine months ended December 31, 2012, we are currently unable to determine whether the October 22nd incident and the resulting actions taken by the CAAs could have a material adverse effect on our . . .