<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-010133
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20020630
<FILING-DATE>20020814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PETROLEUM HELICOPTERS INC
<CIK>0000350403
<ASSIGNED-SIC>4522
<IRS-NUMBER>720395707
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-09827
<FILM-NUMBER>02737681
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2001 SE EVANGELINE THRUWAY
<STREET2>-
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70508
<PHONE>-
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>PO BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d98913e10vq.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED JUNE 30, 2002
<TEXT>
<PAGE>

================================================================================

                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                 For the quarterly period ended: June 30, 2002

                                       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 0-9827

                           PETROLEUM HELICOPTERS, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                <C>
                   LOUISIANA                                    72-0395707
(STATE OR OTHER JURISDICTION OF INCORPORATION OR   (I.R.S. EMPLOYER IDENTIFICATION NO.)
                 ORGANIZATION)

           2001 SE EVANGELINE THRUWAY
              LAFAYETTE, LOUISIANA                                 70508
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)
</Table>

       Registrant's telephone number, including area code: (337) 235-2452

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 [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

<Table>
<Caption>
         Class                                   Outstanding at July 31, 2002
         -----                                   ----------------------------
<S>                                              <C>
  Voting Common Stock                                   2,851,866 shares
Non-Voting Common Stock                                 2,503,702 shares
</Table>

================================================================================

<PAGE>

                           PETROLEUM HELICOPTERS, INC.

                                INDEX - FORM 10-Q

<Table>
<S>                                                                                            <C>
                                           Part I - Financial Information

Item 1.       Financial Statements - Unaudited
                  Condensed Consolidated Balance Sheets - June 30, 2002 and
                     December 31, 2001 ................................................          3
                  Condensed Consolidated Statements of Operations - Three
                     Months and Six Months Ended June 30, 2002 and 2001................          4
                  Condensed Consolidated Statements of Cash Flows - Six
                     Months Ended June 30, 2002 and 2001 ..............................          5
                  Notes to Consolidated Financial Statements ..........................          6

Item 2.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations .................................         16

Item 3.       Quantitative and Qualitative Disclosures about
                  Market Risk .........................................................         25

                                          Part II - Other Information

Item 1.       Legal Proceedings .......................................................         26

Item 4.       Submission of Matters to a Vote of Security Holders .....................         26

Item 6.       Exhibits and Reports on Form 8-K ........................................         26

              Signature ...............................................................         27
</Table>


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                   JUNE 30,     DECEMBER 31,
                                                                     2002           2001
                                                                  ----------    ------------
<S>                                                               <C>            <C>
                                ASSETS
Current Assets:
    Cash and cash equivalents                                     $   19,167     $    5,435
    Accounts receivable -- net of allowance:
       Trade                                                          42,654         45,361
       Other                                                           2,515          1,649
    Inventory                                                         35,339         34,382
    Other current assets                                               8,076          5,799
    Refundable income taxes                                              780             --
                                                                  ----------     ----------
                  Total current assets                               108,531         92,626

Property and equipment, net                                          239,383        122,168
Other                                                                 11,586         10,851
                                                                  ----------     ----------
                  Total Assets                                    $  359,500     $  225,645
                                                                  ==========     ==========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued liabilities                      $   28,685     $   28,247
    Accrued vacation payable                                           5,789          7,020
    Income taxes payable                                                  --          2,428
    Current maturities of long-term debt and capital lease
         obligations                                                      --          7,944
                                                                  ----------     ----------
                   Total current liabilities                          34,474         45,639

Long-term debt and capital lease obligations, net of current
     maturities                                                      200,000         58,672
Deferred income taxes                                                 18,777         17,612
Other long-term liabilities                                            7,554         11,850
Commitments and contingencies (Note 3)

Shareholders' Equity
    Voting common stock -- par value of $0.10;
      authorized shares of 12,500,000                                    285            285
    Non-voting common stock -- par value of $0.10;
      authorized shares of 12,500,000                                    249            241
    Additional paid-in capital                                        14,517         13,327
    Accumulated other comprehensive loss                                --         (2,030)
    Retained earnings                                                 83,644         80,049
                                                                  ----------     ----------
                Total shareholders' equity                            98,695         91,872
                                                                  ----------     ----------
                   Total Liabilities and Shareholders' Equity     $  359,500     $  225,645
                                                                  ==========     ==========
</Table>

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


                                       3
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<Table>
<Caption>
                                                  QUARTER ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                                -------------------------     -------------------------
                                                   2002           2001           2002           2001
                                                ----------     ----------     ----------     ----------
<S>                                             <C>            <C>            <C>            <C>
Operating revenues                              $   69,596     $   68,534     $  136,454     $  131,793
Gain on disposition of property
    and equipment                                      285            273            848          2,304
Other                                                1,026            430          1,092            430
                                                ----------     ----------     ----------     ----------
                                                    70,907         69,237        138,394        134,527
                                                ----------     ----------     ----------     ----------
Expenses:
    Direct expenses                                 56,967         58,790        115,060        117,606
    Selling, general, and
        administrative expenses                      5,319          4,414         10,032          9,094
     Interest expense                                5,983          1,651          7,291          3,372
                                                ----------     ----------     ----------     ----------
                                                    68,269         64,855        132,383        130,072
                                                ----------     ----------     ----------     ----------
Earnings before income taxes                         2,638          4,382          6,011          4,455

Income taxes                                         1,058          1,622          2,403          1,649
                                                ----------     ----------     ----------     ----------
Net earnings                                    $    1,580     $    2,760     $    3,608     $    2,806
                                                ==========     ==========     ==========     ==========
Weighted average common shares outstanding:
    Basic                                            5,319          5,170          5,299          5,169
    Diluted                                          5,434          5,305          5,410          5,226

Net earnings per common share:
    Basic                                       $     0.30     $     0.53     $     0.68     $     0.54
    Diluted                                     $     0.29     $     0.52     $     0.67     $     0.54
</Table>

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


                                       4
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                  SIX MONTHS ENDED JUNE 30,
                                                                 --------------------------
                                                                    2002            2001
                                                                 ----------      ----------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings                                                 $    3,608      $    2,806
    Adjustments to reconcile net earnings to net cash
       provided by operating activities:
        Depreciation and amortization                                 9,568           7,861
        Deferred income taxes                                         1,165           1,810
        Gain on asset dispositions                                     (848)         (2,272)
        Bad debt recovery related to notes receivable                  (731)             --
        Other                                                           (20)            400
    Changes in operating assets and liabilities                       4,022          (7,639)
                                                                 ----------      ----------
Net cash provided by operating activities                            16,764           2,966
                                                                 ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from notes receivable                                      429              71
    Purchase of property and equipment                              (14,883)        (12,311)
    Purchase of aircraft previously leased                         (118,076)             --
    Proceeds from asset dispositions                                  2,418          12,441
                                                                 ----------      ----------
Net cash provided by (used in) investing activities                (130,112)            201
                                                                 ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                    200,000           2,500
       Less fees and expenses                                        (5,627)             --
    Payments on long-term debt and capital lease obligations         (5,845)         (5,049)
    Payment of long term debt from bond proceeds                    (60,771)             --
    Payment of interest rate swap settlement                         (1,575)             --
    Proceeds from exercise of stock options                             898              10
                                                                 ----------      ----------
Net cash provided by (used in) financing activities                 127,080          (2,539)
                                                                 ----------      ----------
Increase in cash and cash equivalents                                13,732             628
Cash and cash equivalents, beginning of period                        5,435             863
                                                                 ----------      ----------
Cash and cash equivalents, end of period                         $   19,167      $    1,491
                                                                 ==========      ==========
SUPPLEMENTAL DISCLOSURES CASH FLOW INFORMATION:
     Interest paid (excluding interest rate swap settlement)     $    2,134      $    3,195
                                                                 ==========      ==========
     Taxes paid (refunded), net                                  $    4,124      $   (2,682)
                                                                 ==========      ==========
</Table>

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


                                       5
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. GENERAL

The accompanying unaudited condensed consolidated financial statements include
the accounts of Petroleum Helicopters, Inc. and subsidiaries ("PHI" or the
"Company"). In the opinion of management, these financial statements reflect all
adjustments, consisting of only normal, recurring adjustments, necessary to
present fairly the financial results for the interim periods presented. These
condensed consolidated financial statements should be read in conjunction with
the financial statements contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001 and the accompanying notes and Management's
Discussion and Analysis of Financial Condition and Results of Operations.

The Company's financial results, particularly as they relate to the Company's
Domestic Oil & Gas operations, are influenced by seasonal fluctuations as
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001. Therefore, the results of operations for interim periods are
not necessarily indicative of the operating results that may be expected for a
full fiscal year.

On April 23, 2002, the Company issued $200 million of 9 3/8% Senior Unsecured
Notes ("Notes") that are due in 2009. The Company used the proceeds to acquire
substantially all of the aircraft that it leased and to pay all amounts
outstanding under its then existing bank loan agreement ("Terminated Loan
Agreement"). As a result, the Company will incur significantly increased
depreciation and interest expense and decreased aircraft lease expense. In the
first quarter of 2002, lease expenses related to the acquired aircraft were $3.8
million.

2. SEGMENT INFORMATION

The Company has identified four principal segments: Domestic Oil and Gas,
International, Aeromedical, and Technical Services. The Domestic Oil and Gas
segment primarily provides helicopter services to oil and gas customers
operating in the Gulf of Mexico. The International segment provides helicopter
services in various foreign countries to oil and gas customers, which primarily
consists of operations in the west coast of Africa. The Aeromedical segment
provides helicopter services to hospitals and medical programs in several U.S.
states. The Company's Air Evac subsidiary is included in the Aeromedical
segment. The Technical Services segment provides helicopter repair and overhaul
services for a variety of helicopter owners and operators.

Beginning late 2001, the Company changed the strategic focus of Technical
Services from providing maintenance and overhaul services to all customers, to
providing such services only to customers that are currently serviced by the
Company's helicopter operations. The Company also plans to fulfill a contractual
obligation to provide maintenance to certain military aircraft.

Segment operating income is operating revenues less direct expenses, selling,
general, and administrative costs, and interest expense allocated to the
operating segment. Unallocated overhead consists primarily of corporate selling,
general, and administrative costs that the Company does not allocate to the
operating segments.


                                       6
<PAGE>

<Table>
<Caption>
                                                   QUARTER ENDED                  SIX MONTHS ENDED
                                                      JUNE 30,                        JUNE 30,
                                            --------------------------      --------------------------
                                               2002            2001            2002            2001
                                            ----------      ----------      ----------      ----------
<S>                                         <C>             <C>             <C>             <C>
Segment operating revenues
     Domestic Oil and Gas                   $   44,177      $   46,302      $   86,110      $   86,268
     International                               5,253           5,230          11,442          11,069
     Aeromedical                                12,550          11,710          24,256          23,649
     Technical Services                          7,616           5,292          14,646          10,807
                                            ----------      ----------      ----------      ----------
         Total operating revenues           $   69,596      $   68,534      $  136,454      $  131,793
                                            ==========      ==========      ==========      ==========
Segment operating profit (loss):
     Domestic Oil and Gas                   $    4,015      $    6,517      $    7,764      $    7,208
     International                                 310             (75)            936            (535)
     Aeromedical                                 1,968             (40)          3,221             880
     Technical Services                          1,203           1,109           2,060           1,741
                                            ----------      ----------      ----------      ----------
         Total segment operating profit          7,496           7,511          13,981           9,294
Other, net (1)                                   1,311             703           1,940           2,734
Unallocated overhead                            (6,169)         (3,832)         (9,910)         (7,573)
                                            ----------      ----------      ----------      ----------
Earnings before income taxes                $    2,638      $    4,382      $    6,011      $    4,455
                                            ==========      ==========      ==========      ==========
</Table>

----------
(1) Includes gains on dispositions of property and equipment and other income.

During the quarter ended June 30, 2002, the Company acquired substantially all
of the aircraft that it leased. As a result, Domestic Oil & Gas segment assets
increased by approximately $103.8 million and Aeromedical segment assets
increased by approximately $11.6 million.

3. COMMITMENTS AND CONTINGENCIES

Environmental Matters -- The Company has an aggregate estimated liability of
$1.8 million as of June 30, 2002 for environmental remediation costs at various
operation facilities that are probable and estimable. The Company has conducted
environmental surveys of the Lafayette facility that it vacated in 2001, and has
determined that contamination exists at that facility. To date, borings have
been installed to determine the type and extent of contamination. Preliminary
results indicate limited soil and groundwater impacts. Once the extent and type
of contamination are fully defined, a risk evaluation in accordance with
regulatory standards will be submitted and evaluated by the appropriate agency.
At that point, the regulatory agency will establish what cleanup standards must
be met at the site. When the process is complete, the Company will be in a
position to develop the appropriate remediation plan and the resulting cost of
remediation. The Company has not recorded any estimated liability for
remediation at the facility, but based on preliminary surveys and ongoing
monitoring, the Company believes the ultimate remediation costs for the
Lafayette facility will not be material.

Legal Matters -- The Company is named as a defendant in various legal actions
that have arisen in the ordinary course of its business and have not been
finally adjudicated. The amount, if any, of ultimate liability with respect to
such matters cannot be determined. In the opinion of management, the amount of
the ultimate liability with respect to these actions will not have a material
adverse effect on results of operations, cash flow or financial position of the
Company.

Long-Term Debt -- On April 23, 2002, the Company issued Notes of $200 million
that have an interest rate of 9 3/8% payable semi-annually on May 1 and November
1 of each year, beginning November 1, 2002, and mature in May 2009. The Notes
contain certain covenants, including limitations on indebtedness, liens,
dividends, repurchases of capital stock and other payments affecting restricted


                                       7
<PAGE>

subsidiaries, issuance and sales of restricted subsidiary stock, dispositions of
proceeds of asset sales, and mergers and consolidations or sales of assets.

The proceeds of the Notes were used to retire existing bank debt, interest rate
swap agreements ("Swaps"), and to purchase 101 aircraft previously under leases.
As of June 30, 2002, the Company used $186.0 million of the proceeds as follows
(in thousands):

<Table>
<S>                                                                <C>
Pay amounts outstanding under the Terminated Loan Agreement:
      Revolving credit facility                                    $ 44,500
      Term debt facility                                             16,271
Acquisition of 101 aircraft from leasing companies and
  financial institutions:
      Capital leases                                                  2,679
      Operating leases                                              115,397
Settlement of interest rate swap agreements                           1,575
Fees and expenses related to the issue of the Notes                   5,627
                                                                   --------
        Total                                                      $186,049
                                                                   ========
</Table>

Also on April 23, 2002, the Company entered into a new credit agreement with a
commercial bank for a $50 million revolving credit and letter of credit
facility. The credit agreement permits both prime rate based borrowings and
"LIBOR" rate borrowings plus a spread. The spread for LIBOR borrowings is from
2.0% to 3.0%. Any amounts outstanding under the revolving credit facility are
due July 31, 2004. The Company will pay an annual 0.375% commitment fee on the
unused portion of the revolving credit facility. The Company may also obtain
letters of credit issued under the credit facility up to $5.0 million with a
0.125% fee payable on the amount of letters of credit issued. As of July 31,
2002, the Company had no borrowings and a $0.6 million letter of credit
outstanding under the revolving credit facility.

The Company is subject to certain financial covenants under the credit
agreement. These covenants include maintaining certain levels of working capital
and shareholders' equity and contain other provisions including a restriction on
purchases of the Company's stock. The credit agreement also limits the creation,
incurrence, or assumption of Funded Debt (as defined, which includes long-term
debt) and the acquisition of investments in unconsolidated subsidiaries.

Operating Leases -- The Company leases three aircraft and certain facilities and
equipment used in its operations. The related lease agreements, which include
both non-cancelable and month-to-month terms, generally provide for fixed
monthly rentals and, for certain real estate leases, renewal options. During the
second quarter ended June 30, 2002, the Company acquired 99 aircraft that it had
previously leased under operating leases. At June 30, 2002, the Company had
approximately $21.4 million in aggregate lease commitments under operating
leases of which approximately $2.2 million is payable during the next twelve
months.

Purchase Commitments -- At June 30, 2002, the Company had a commitment of $9
million for the upgrade of certain aircraft. The upgrade is to be performed in
2002 and 2003.


                                       8
<PAGE>

4. ACCUMULATED OTHER COMPREHENSIVE INCOME

Following is a summary of the Company's comprehensive income (loss) for the
quarter and six months ended June 30, 2002 and 2001 (in thousands):

<Table>
<Caption>
                                                 QUARTER ENDED            SIX MONTHS ENDED
                                                    JUNE 30,                  JUNE 30,
                                             ---------------------     ---------------------
                                               2002         2001         2002         2001
                                             --------     --------     --------     --------
<S>                                          <C>          <C>          <C>          <C>
  Net earnings                               $  1,580     $  2,760     $  3,608     $  2,806
  Other comprehensive income
    (loss):
       Cumulative effect of adopting
          SFAS No. 133                             --           --           --           38
       Unrecognized gain (loss) on
          interest rate swaps during the
          period                                   --           32          455         (903)
       Add reclassification
          adjustments for losses
          included in net income                1,575           --        1,575           --
                                             --------     --------     --------     --------
  Comprehensive income                       $  3,155     $  2,792     $  5,638     $  1,941
                                             ========     ========     ========     ========
</Table>

During the second quarter ended June 30, 2002, the Company settled its interest
rate swaps with the counterparties in conjunction with the payment of
outstanding bank debt on April 23, 2002.

5. VALUATION ACCOUNTS

The Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, current market conditions,
and other information. The allowance for doubtful accounts was $0.6 million and
$0.4 million at June 30, 2002 and December 31, 2001, respectively.

The Company also establishes valuation reserves related to obsolescent and
excess inventory. The inventory valuation reserves were $4.7 million and $4.3
million at June 30, 2002 and December 31, 2001, respectively.

6. SEVERANCE LIABILITY

At December 31, 2001, the Company carried a severance liability of $0.3 covering
two employees. During the six months ended June 30, 2002, the Company recorded
costs of approximately $1.7 million related to a plan of termination and early
retirement covering approximately 50 employees. At June 30, 2002, the Company
carried severance liabilities of $0.8 million. The Company expects to pay the
remaining severance liability, covering 15 employees, over the next 12 months.

7. EMPLOYEE INCENTIVE COMPENSATION

For the year ended December 31, 2001, the Company recorded $1.3 million of
compensation expense for a discretionary incentive bonus payable in 2002 to
non-executive employees. As of June 30, 2002, the Company paid $0.8 million of
the discretionary bonus and expects to pay the remaining amount in the third
quarter of 2002.

During the second quarter of 2002, the Company recorded $1.1 million of
compensation expense for a discretionary incentive bonus paid to certain
executive employees.

Also during the second quarter of 2002, the Company implemented an incentive
compensation plan for non-executive employees. Under the plan, the Company
expects that it will pay incentive compensation of up to 7% of earnings before
tax, net of the incentive compensation. In the second quarter of 2002, the


                                       9
<PAGE>

Company recorded $0.6 million of incentive compensation expense related to the
first six months of 2002 that is payable in 2003.

8. PROPERTY AND EQUIPMENT

The Company used $118.1 million of proceeds from the issuance of the Notes to
acquire aircraft that it had previously leased. The Company will depreciate the
acquired aircraft over five to 15 years using a 30% residual value.

9. NOTES FEES AND EXPENSES

As a result of the issuance of the Notes, the Company incurred $5.6 million of
fees and expenses. The Company has recorded these costs in other assets and will
amortize the costs over the term of the Notes as an addition to interest
expense.

10. RECEIVABLE FROM CLINTONDALE AVIATION, INC.

As a result of the Company's previous divestiture of its 50% equity interest and
related assets of Clintondale Aviation, Inc. ("Clintondale"), the Company had a
promissory note receivable of $0.5 million recorded at its estimated net
realizable value. During May 2002, the Company entered into a final agreement
and received a $1.2 million payment from Clintondale in August 2002, resulting
in a settlement that was $0.7 million better than previously estimated, which
has been included in the accompanying results of operations (in "Other") during
the quarter ended June 30, 2002.

11. CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On April 23, 2002, the Company issued Notes of $200 million that are fully and
unconditionally guaranteed on a senior basis, jointly and severally, by all of
the Company's existing operating subsidiaries ("Guarantor Subsidiaries").

The following supplemental condensed financial information sets forth, on a
consolidating basis, the balance sheet, statement of operations, and statement
of cash flows information for Petroleum Helicopters, Inc. ("Parent Company
Only") and the Guarantor Subsidiaries. The principal eliminating entries
eliminate investments in subsidiaries, intercompany balances, and intercompany
revenues and expenses.


                                       10
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                     JUNE 30, 2002
                                                 -------------------------------------------------------
                                                  PARENT
                                                  COMPANY    GUARANTOR
                                                   ONLY     SUBSIDIARIES   ELIMINATIONS    CONSOLIDATED
                                                 --------   ------------   ------------    ------------
<S>                                              <C>          <C>            <C>             <C>
                    ASSETS
Current Assets:
    Cash and cash equivalents                    $ 19,150     $     17       $     --        $ 19,167
    Accounts receivable - net of allowance         41,230        3,939             --          45,169
    Inventory                                      35,339           --             --          35,339
    Other current assets                            7,928          148             --           8,076
    Refundable income taxes                           663          117             --             780
                                                 --------     --------       --------        --------
       Total current assets                       104,310        4,221             --         108,531

Property and equipment, net                       235,735        3,648             --         239,383
Investment in subsidiaries and other               19,809        6,268        (14,491)         11,586
                                                 --------     --------       --------        --------
           Total Assets                          $359,854     $ 14,137       $(14,491)       $359,500
                                                 ========     ========       ========        ========
                LIABILITIES AND
             SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued liabilities     $ 29,473     $  3,838       $ (4,626)       $ 28,685
    Accrued vacation payable                        5,533          256             --           5,789
                                                 --------     --------       --------        --------
       Total current liabilities                   35,006        4,094         (4,626)         34,474

Long-term debt net of current maturities          200,000           --             --         200,000
Deferred income taxes and other long-term
  liabilities                                      26,153           --            178          26,331
Shareholders' Equity:
    Paid-in capital                                15,051        4,403         (4,403)         15,051
    Retained earnings                              83,644        5,640         (5,640)         83,644
                                                 --------     --------       --------        --------
       Total shareholders' equity                  98,695       10,043        (10,043)         98,695
                                                 --------     --------       --------        --------
             Total Liabilities and
               Shareholders' Equity              $359,854     $ 14,137       $(14,491)       $359,500
                                                 ========     ========       ========        ========
</Table>


                                       11
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                     DECEMBER 31, 2001
                                             -----------------------------------------------------------
                                               PARENT
                                               COMPANY       GUARANTOR
                                                ONLY        SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                             ----------     ------------    ------------    ------------
<S>                                          <C>             <C>              <C>             <C>
                  ASSETS
Current Assets:
    Cash and cash equivalents                $    5,422      $       13       $       --      $    5,435
    Accounts receivable - net of
      allowance                                  42,844           4,166               --          47,010
    Inventory                                    34,382              --               --          34,382
    Other current assets                          5,764              35               --           5,799
                                             ----------      ----------       ----------      ----------
       Total current assets                      88,412           4,214               --          92,626

Property and equipment, net                     118,401           3,767               --         122,168
Investment in subsidiaries and other             16,138           4,635           (9,922)         10,851
                                             ----------      ----------       ----------      ----------
           Total Assets                      $  222,951      $   12,616       $   (9,922)     $  225,645
                                             ==========      ==========       ==========      ==========
              LIABILITIES AND
           SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued
       liabilities                           $   25,986      $    4,193       $   (1,932)     $   28,247
    Accrued vacation payable                      6,777             243               --           7,020
    Income taxes payable                          2,428              --               --           2,428
    Current maturities of long-term debt
      and capital lease obligations               7,944              --               --           7,944
                                             ----------      ----------       ----------      ----------
       Total current liabilities                 43,135           4,436           (1,932)         45,639

Long-term debt and capital lease
  obligations, net of current maturities         58,672              --               --          58,672
Deferred income taxes and
  other long-term liabilities                    29,272              --              190          29,462
Shareholders' Equity:
    Paid-in capital                              13,853           4,403           (4,403)         13,853
    Accumulated other comprehensive
      income (loss)                              (2,030)             --               --          (2,030)
    Retained earnings                            80,049           3,777           (3,777)         80,049
                                             ----------      ----------       ----------      ----------
       Total shareholders' equity                91,872           8,180           (8,180)         91,872
                                             ----------      ----------       ----------      ----------
             Total Liabilities and
               Shareholders' Equity          $  222,951      $   12,616       $   (9,922)     $  225,645
                                             ==========      ==========       ==========      ==========
</Table>


                                       12
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                PARENT
                                                COMPANY      GUARANTOR
                                                 ONLY       SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                              ----------    ------------    ------------    ------------
                                                          FOR THE QUARTER ENDED JUNE 30, 2002
                                              ----------------------------------------------------------
<S>                                           <C>            <C>             <C>             <C>
Operating revenues                            $   57,030     $   12,566      $       --      $   69,596
Management fees                                    1,760             --          (1,760)             --
Equity in net income of consolidated
  subsidiaries                                     1,376             --          (1,376)             --
Gain on dispositions of property and
  equipment                                          285             --              --             285
Other                                              1,026             --              --           1,026
                                              ----------     ----------      ----------      ----------
                                                  61,477         12,566          (3,136)         70,907
                                              ----------     ----------      ----------      ----------
Expenses:
     Direct expenses                              48,985          7,982              --          56,967
     Management fees                                  --          1,760          (1,760)             --
     Selling, general, and administrative          4,794            525              --           5,319
     Interest expense                              5,976              7              --           5,983
                                              ----------     ----------      ----------      ----------
                                                  59,755         10,274          (1,760)         68,269
                                              ----------     ----------      ----------      ----------
Earnings before income taxes                       1,722          2,292          (1,376)          2,638
Income taxes                                         142            916              --           1,058
                                              ----------     ----------      ----------      ----------
Net earnings                                  $    1,580     $    1,376      $   (1,376)     $    1,580
                                              ==========     ==========      ==========      ==========
</Table>

<Table>
<Caption>
                                                          FOR THE QUARTER ENDED JUNE 30, 2001
                                              ---------------------------------------------------------
<S>                                           <C>            <C>             <C>             <C>
Operating revenues                            $   57,672     $   10,862      $       --      $   68,534
Management fees                                    1,907             --          (1,907)             --
Equity in net income of consolidated
  subsidiaries                                        47             --             (47)             --
Gain on dispositions of property and
  equipment                                          273             --              --             273
Other                                                403             27              --             430
                                              ----------     ----------      ----------      ----------
                                                  60,302         10,889          (1,954)         69,237
                                              ----------     ----------      ----------      ----------
Expenses:
     Direct expenses                              50,624          8,166              --          58,790
     Management fees                                  --          1,907          (1,907)             --
     Selling, general, and administrative          4,022            392              --           4,414
     Interest expense                              1,552             99              --           1,651
                                              ----------     ----------      ----------      ----------
                                                  56,198         10,564          (1,907)         64,855
                                              ----------     ----------      ----------      ----------
Earnings before income taxes                       4,104            325             (47)          4,382
Income taxes                                       1,344            278              --           1,622
                                              ----------     ----------      ----------      ----------
Net earnings                                  $    2,760     $       47      $      (47)     $    2,760
                                              ==========     ==========      ==========      ==========
</Table>


                                       13
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                PARENT
                                                COMPANY      GUARANTOR
                                                 ONLY       SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                              ----------    ------------    ------------    ------------
                                                         FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                              ----------------------------------------------------------
<S>                                           <C>            <C>             <C>             <C>
Operating revenues                            $  112,911     $   23,543      $       --      $  136,454
Management fees                                    2,831             --          (2,831)             --
Equity in net income of consolidated
   subsidiaries                                    1,997             --          (1,997)             --
Gain on dispositions of property and
  equipment                                          848             --              --             848
Other                                              1,094             (2)             --           1,092
                                              ----------     ----------      ----------      ----------
                                                 119,681         23,541          (4,828)        138,394
                                              ----------     ----------      ----------      ----------
Expenses:
     Direct expenses                              98,661         16,399              --         115,060
     Management fees                                  --          2,831          (2,831)             --
     Selling, general, and administrative          9,063            969              --          10,032
     Interest expense                              7,276             15              --           7,291
                                              ----------     ----------      ----------      ----------
                                                 115,000         20,214          (2,831)        132,383
                                              ----------     ----------      ----------      ----------
Earnings before income taxes                       4,681          3,327          (1,997)          6,011
Income taxes                                       1,073          1,330              --           2,403
                                              ----------     ----------      ----------      ----------
Net earnings                                  $    3,608     $    1,997      $   (1,997)     $    3,608
                                              ==========     ==========      ==========      ==========
</Table>

<Table>
<Caption>
                                                        FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                              ---------------------------------------------------------
<S>                                           <C>            <C>             <C>             <C>
Operating revenues                            $  109,488     $   22,305      $       --      $  131,793
Management fees                                    3,873             --          (3,873)             --
Equity in net income of consolidated
subsidiaries                                       1,021             --          (1,021)             --
Gain on dispositions of property and
  equipment                                        2,304             --              --           2,304
Other                                                403             27              --             430
                                              ----------     ----------      ----------      ----------
                                                 117,089         22,332          (4,894)        134,527
                                              ----------     ----------      ----------      ----------
Expenses:
     Direct expenses                             101,928         15,678              --         117,606
     Management fees                                  --          3,873          (3,873)             --
     Selling, general, and administrative          8,317            777              --           9,094
     Interest expense                              3,152            220              --           3,372
                                              ----------     ----------      ----------      ----------
                                                 113,397         20,548          (3,873)        130,072
                                              ----------     ----------      ----------      ----------
Earnings before income taxes                       3,692          1,784          (1,021)          4,455
Income taxes                                         886            763              --           1,649
                                              ----------     ----------      ----------      ----------
Net earnings                                  $    2,806     $    1,021      $   (1,021)     $    2,806
                                              ==========     ==========      ==========      ==========
</Table>


                                       14
<PAGE>

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                       PARENT
                                                       COMPANY       GUARANTOR
                                                        ONLY        SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                                     ----------     ------------    ------------   ------------
                                                               FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                                     ----------------------------------------------------------
<S>                                                  <C>             <C>             <C>            <C>
Net cash provided by (used in) operating
      activities                                     $   16,684      $       80      $       --     $   16,764

Cash flows from investing activities:
    Proceeds from notes receivable                          429              --              --            429
    Purchase of property and equipment                  (14,807)            (76)             --        (14,883)
    Purchase of aircraft previously leased             (118,076)             --              --       (118,076)
    Proceeds from asset dispositions                      2,418              --              --          2,418
                                                     ----------      ----------      ----------     ----------
    Net cash used in investing activities              (130,036)            (76)             --       (130,112)
                                                     ----------      ----------      ----------     ----------
Cash flows from financing activities:
    Proceeds from long-term debt, net                   194,373              --              --        194,373
    Payments on long-term debt                           (5,845)             --              --         (5,845)
    Payment of long-term debt with bond
          proceeds                                      (60,771)             --              --        (60,771)
    Payment of interest rate swap settlement             (1,575)             --              --         (1,575)
    Proceeds from exercise of stock options                 898              --              --            898
                                                     ----------      ----------      ----------     ----------
    Net cash provided by financing activities           127,080              --              --        127,080
                                                     ----------      ----------      ----------     ----------
Increase in cash and cash equivalents                    13,728               4              --         13,732
Cash and cash equivalents, beginning of year              5,422              13              --          5,435
                                                     ----------      ----------      ----------     ----------
Cash and cash equivalents, end of year               $   19,150      $       17      $       --     $   19,167
                                                     ==========      ==========      ==========     ==========
</Table>

<Table>
<Caption>
                                                               FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                                     ---------------------------------------------------------
<S>                                                  <C>             <C>             <C>            <C>
Net cash provided by operating activities            $    2,462      $      504      $       --     $    2,966

Cash flows from investing activities:
    Proceeds from notes receivable                           71              --              --             71
    Purchase of property and equipment                  (12,300)            (11)             --        (12,311)
    Proceeds from asset dispositions                     12,441              --              --         12,441
                                                     ----------      ----------      ----------     ----------
    Net cash provided by (used in) investing
      activities                                            212             (11)             --            201
                                                     ----------      ----------      ----------     ----------
Cash flows from financing activities:
    Proceeds from long-term debt                          2,500              --              --          2,500
    Payments on long-term debt                           (4,549)           (500)             --         (5,049)
    Proceeds from exercise of stock options                  10              --              --             10
                                                     ----------      ----------      ----------     ----------
    Net cash used in financing activities                (2,039)           (500)             --         (2,539)
                                                     ----------      ----------      ----------     ----------
Increase (decrease) in cash and cash
  equivalents                                               635              (7)             --            628
Cash and cash equivalents, beginning of year                844              19              --            863
                                                     ----------      ----------      ----------     ----------
Cash and cash equivalents, end of year               $    1,479      $       12      $       --     $    1,491
                                                     ==========      ==========      ==========     ==========
</Table>



                                       15
<PAGE>

12. NEW ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" was approved by the Financial Accounting
Standards Board ("FASB"). SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company had implemented SFAS No. 142 on January 1, 2002.
The implementation had no material impact on the Company's consolidated
financial position or results of operation.

SFAS No. 143, Accounting for Asset Retirement Obligations, requires the
recording of liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at their fair values
(which are likely to be the present values of the estimated future cash flows)
in the period in which they are incurred. SFAS No. 143 requires the associated
asset retirement costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be accreted each year
through a charge to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets. The Company is
required to implement SFAS No. 143 on January 1, 2003, and does not expect that
this statement will have a material impact on its consolidated financial
position or results of operations.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
promulgates standards for measuring and recording impairments of long-lived
assets. Additionally, this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and reporting standards
for discontinued operations and exchanges for long-lived assets. The Company
implemented SFAS No. 144 on January 1, 2002. The implementation of this standard
did not have a material effect on the Company's financial position or results of
operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 eliminates SFAS No. 4 and as a result, gains and losses from
extinguishments of debt should be classified as extraordinary items only if they
meet the criteria in APB Opinion No. 30. SFAS No. 145 amends SFAS No. 13,
"Accounting for Leases," to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS No. 145 also updates and amends existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The Company
has not determined the impact that this statement will have on its consolidated
financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for fiscal periods after
December 31, 2002. SFAS No. 146 requires companies to recognize costs associated
with restructurings, discontinued operations, plant closings, or other exit or
disposal activities, when incurred rather than at the date a plan is committed
to. The Company plans to adopt the standard as of the effective date and will
implement its provisions on a prospective basis.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and the notes thereto, as
well as the Company's Annual Report on Form 10-K for the year ended December 31,
2001.


                                       16
<PAGE>

                           FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact contained in this Form
10-Q, other periodic reports filed by the Company under the Securities Exchange
Act of 1934, and other written or oral statements made by it or on its behalf,
are forward-looking statements. When used herein, the words "anticipates",
"expects", "believes", "goals", "intends", "plans", or "projects" and similar
expressions are intended to identify forward-looking statements. It is important
to note that forward-looking statements are based on a number of assumptions
about future events and are subject to various risks, uncertainties, and other
factors that may cause the Company's actual results to differ materially from
the views, beliefs, and estimates expressed or implied in such forward-looking
statements. Although the Company believes that the assumptions reflected in
forward-looking statements are reasonable, no assurance can be given that such
assumptions will prove correct. Factors that could cause the Company's results
to differ materially from the results discussed in such forward-looking
statements include but are not limited to the following: flight variances from
expectations, volatility of oil and gas prices, the substantial capital
expenditures and commitments required to acquire aircraft, environmental risks,
competition, government regulation, unionization, operating hazards, risks
related to international operations, the ability to obtain insurance, and the
ability of the Company to implement its business strategy. All forward-looking
statements in this document are expressly qualified in their entirety by the
cautionary statements in this paragraph. PHI undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.

                                    OVERVIEW

Operating revenues increased $1.1 million for the quarter ended June 30, 2002,
compared to the June 30, 2001 quarter, primarily as a result of a $2.3 million
increase in Technical Services revenues due to a project for the upgrade and
refurbishment of a customer's aircraft, and a $0.9 million increase in
Aeromedical segment revenues. These increases were offset in part by a $2.1
million decrease in Domestic Oil and Gas segment revenues due to a decline in
oil and gas activity in the Gulf of Mexico.

Operating revenues for the six months ended June 30, 2002, compared to the six
months ended June 30, 2001, increased $4.7 million due to the increase in
revenues from the above-mentioned Technical Services contract and from
International and Aeromedical operations. There was a slight decline in revenues
in the Domestic Oil and Gas segment due to a decrease in activity essentially
offset by customer rate increases implemented in 2001.

Flight hours declined in all flight segments during both the quarter and
six-month periods, primarily as a result of decreased activity in the Gulf of
Mexico and termination of certain contracts in the Aeromedical segment as a
result of proposed rate increases on those contracts. The effect of the decline
on revenues was offset to a large extent by rate increases.

Direct expenses plus selling, general, and administrative expense decreased in
total for the quarter and six months. There were increases in Technical Services
costs ($2.2 million for the quarter and $3.5 million for the six months),
severance costs ($0.4 million in the quarter and $1.7 million for the six
months), management bonuses ($1.1 million in the second quarter), and
depreciation expense ($1.2 million in the second quarter and $1.0 million for
the six months). These increases were substantially offset by decreases in
maintenance costs ($0.6 million for the quarter and $3.1 million for the six
months), fuel costs ($0.5 million for the quarter and $1.5 million for the six
months), helicopter rent ($2.6 million for the quarter and $2.9 million for the
six months) insurance costs ($0.6 million for the quarter and the six months)
and other human resource costs decreased ($1.1 million for the quarter and $0.7
million for the six months).


                                       17
<PAGE>

Interest expense increased $4.3 million for the quarter and $3.9 million for
the six months because of interest on the Note issuance described below, and
$1.9 million of costs related to the retirement of the Company's bank debt and
liquidation of the Company's interest rate swap agreements in the second
quarter, which were charged to interest expense.

On April 23, 2002, the Company issued $200 million in 9 3/8% Notes due May 1,
2009. The proceeds from the offering were used to retire $62.3 million of
existing bank debt and the Swaps, and to acquire 101 aircraft for $118.1
million, that the Company previously leased. Also on April 23, 2002, the Company
entered into a new $50 million revolving credit facility with a commercial bank.
There have been no borrowings under the new revolving credit facility.

As a result of the Notes issuance and the purchases of the leased aircraft, the
Company has incurred and will incur increased interest and depreciation expense,
and decreased aircraft rent expense. Although the Company expects that these
changes will reduce earnings before income taxes by approximately $1.2 million
per quarter, management believes that the changes will improve overall liquidity
over the next several years, which will allow the Company to pursue earnings
growth opportunities, by increasing cash from operations by approximately $5.7
million in 2002 and $10.5 million in 2003, including incremental tax effects. In
later years, this amount reduces due to the effects of lower tax depreciation.
Additionally, until 2009 when the Notes become due, the Company will be able to
retain cash that would have otherwise been needed for bank debt principal
payments.

                              OPERATIONS STATISTICS

The following tables present certain non-financial operational statistics for
the quarter and six months ended June 30, 2002 and 2001:

<Table>
<Caption>
                                                QUARTER ENDED JUNE 30,        SIX MONTHS ENDED JUNE 30,
                                              -------------------------      --------------------------
                                                 2002           2001            2002            2001
                                              ----------     ----------      ----------      ----------
<S>                                           <C>            <C>             <C>             <C>
FLIGHT HOURS:
     Domestic Oil and Gas                         34,184         40,063          65,644          76,271
     International                                 4,207          5,286           9,133          10,979
     Aeromedical                                   4,638          5,817           9,362          11,098
     Other                                            75             34             116             175
                                              ----------     ----------      ----------      ----------
                  Total                           43,104         51,200          84,255          98,523
                                              ==========     ==========      ==========      ==========
</Table>

<Table>
<Caption>
                                                    JUNE 30,
                                             ---------------------
                                               2002         2001
                                             --------     --------
<S>                                          <C>          <C>
AIRCRAFT OPERATED AT PERIOD END:
     Domestic Oil and Gas                         179          192
     International                                 21           25
     Aeromedical                                   33           42
                                             --------     --------
                  Total                           233          259
                                             ========     ========
</Table>

      QUARTER ENDED JUNE 30, 2002 COMPARED WITH QUARTER ENDED JUNE 30, 2001

COMBINED OPERATIONS

REVENUES -- Operating revenues were $69.6 million for the quarter ended June 30,
2002, as compared to $68.5 million for the quarter ended June 30, 2001, an
increase of $1.1 million. The increase was due to


                                       18
<PAGE>

revenues from a Technical Services contract for the upgrade and refurbishment of
an aircraft for a customer and to increases in International and Aeromedical
flight related operating revenues. The increases in International and
Aeromedical operating revenues were due to rate increases implemented in 2001
and 2002, offset in part by decreases in flight activity. Operating revenues in
the Domestic Oil and Gas segment decreased $2.1 million for the quarter as a
result of decreased flight activity in the Gulf of Mexico. This decrease in
activity in the Domestic Oil and Gas segment was offset in part by increases in
rates implemented in 2001 in that segment.

OTHER INCOME AND LOSSES -- Gains on property and equipment dispositions for each
of the quarters ended June 30, 2002 and June 30, 2001 were $0.3 million. The
Company also had interest income of $0.3 million in the second quarter of 2002,
related to cash deposits, as compared to $0.4 million for the second quarter of
2001, which was related to federal and state tax refunds. The Company also
recorded $0.7 million for a favorable settlement of a note receivable from
Clintondale.

DIRECT EXPENSES -- Direct expenses for the quarter ended June 30, 2002 were
$57.0 million, compared to $58.8 million for the same period in the prior year.
The decrease in direct expenses was the result of a decrease in maintenance
costs due to the decline in activity ($0.6 million), decreased helicopter rent
as a result of the purchase of leased aircraft ($2.6 million), decreased fuel
cost due to the decline in activity ($0.5 million), and insurance costs due to a
competitive bidding process ($0.6 million), offset by increases in depreciation
expense of $1.2 million as a result of the purchase of leased aircraft, $2.2
million increase in Technical Services costs due to the contract previously
mentioned, $0.3 million for severance charges, and $0.3 million for management
bonuses. Excluding the severance charges and management bonus mentioned above,
other human resource costs decreased for the quarter and six months due to the
decrease in head count. At June 30, 2002 there were 1,700 employees as compared
to 1,752 at June 30, 2001.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES -- Selling, general, and
administrative expenses for the quarter ended June 30, 2002 were $5.3 million,
as compared to $4.4 million for the quarter ended June 30, 2001. The $0.9
million increase is the result of severance costs of $0.1 million and a charge
of $0.8 million for management bonuses.

INTEREST EXPENSE -- Interest expense for the quarter ended June 30, 2002
increased to $6.0 million from $1.7 million in the prior year. Included in
interest expense was the $1.9 million related to liquidating the Swaps and
retirement of bank debt. The remaining increase in interest expense is related
to the Notes sold on April 23, 2002. As a result of the issuance of Notes and
related debt repayment, the Company expects interest expense to increase by
approximately $3.4 million per quarter.

INCOME TAXES -- Income tax expense for the quarter ended June 30, 2002 was $1.1
million, compared to $1.6 million for the quarter ended June 30, 2001. The
effective tax-rate was 40% for the quarter ended June 30, 2002, and 37% for the
quarter ended June 30, 2001. The increase in the effective tax rate is primarily
due to increased permanent book and tax differences, and higher state taxes for
the Company's Arizona operations.

EARNINGS -- The Company's net earnings for the quarter were $1.6 million,
compared to $2.8 million in the same period in the prior year. Earnings before
tax for the quarter were $2.6 million compared to $4.4 million in the same
period of the prior year. Earnings per diluted share for the quarter were $0.29
as compared to $0.52 per diluted share for the same quarter prior year. Although
there was a decline in flight hour activity, the principal reason for the
earnings decline was the increase in interest expense, described below.


                                       19
<PAGE>

SEGMENT DISCUSSION

Domestic Oil and Gas -- Domestic Oil & Gas segment revenues were $44.2 million
for the quarter ended June 30, 2002, compared to $46.3 million for the quarter
ended June 30, 2001, a decrease of $2.1 million. There was a decrease in flight
activity offset in part by an increase in rates implemented in 2001. The
decrease in flight activity was the result of reduced oil and gas activity in
the Gulf of Mexico, as indicated by a 14.7% decrease in flight hours for the
quarter. The number of aircraft in the segment was 179 at June 30, 2002 as
compared to 192 at June 30, 2001.

The Domestic Oil & Gas segment operating income decreased $2.5 million.
Operating margin of 9.1% for the second quarter compares to 14.1% for the same
quarter in the prior year. The decrease in operating income and operating margin
is due to the decrease in activity, and to a $1.1 million increase in
depreciation expense, a $2.3 million increase in interest expense, partially
offset by a $1.9 million decrease in helicopter rent expense as a result of the
purchase of leased aircraft. Also included in direct expense is $0.3 million of
severance costs and $0.3 million related to management bonuses.

International -- International segment revenues were $5.3 million for the
quarter ended June 30, 2002, compared to $5.2 million for the quarter ended June
30, 2001. The increase was due to rate increases recently implemented by the
Company, offset in part by reduced demand and flight activity in West Africa.
Flight hours declined 20.4% in the International segment in the period. The
number of aircraft in the segment was 21 at June 30, 2002, as compared to 25 at
June 30, 2001.

The International segment had $0.3 million operating income for the quarter,
compared to a $0.1 million operating loss for the same period in 2001. Operating
margin of 5.9% for the second quarter 2002 compares to (1.4)% for the same
quarter in the prior year. The improvement in operating income and operating
margin was due and a net decrease in direct expenses. The decrease in direct
expenses was primarily due to fewer aircraft in the segment in the quarter,
which was partially offset by a slight increase in depreciation expense and a
$0.2 million increase in interest expense.

Aeromedical -- Aeromedical segment revenues were $12.6 million for the quarter
ended June 30, 2002, compared to $11.7 million during the quarter ended June 30,
2001, an increase of $0.9 million. The increase was due to customer rate
increases implemented by the Company offset in part by a 20.3% decrease in
flight hours due to the termination of certain Aeromedical contracts as a result
of proposed rate increases on those contracts. The number of aircraft in the
segment was 33 at June 30, 2002 as compared to 42 for June 30, 2001.

The Aeromedical segment operating income was $2.0 million for the quarter,
compared to an operating loss of less than $0.1 million for the same period in
2001. Operating margin was 15.7% for the quarter and compares to (0.3)% for the
same quarter in 2001. The increase in operating income and operating margin is
attributable to increased customer rates and a $1.1 million decrease in costs.
Costs in the Aeromedical segment decreased due to the decrease in the number of
aircraft in the segment resulting in decreases in maintenance costs and fuel
costs, which was partially offset by a $1.0 million increase in depreciation
expense and a $0.3 million increase in interest expense.

Technical Services -- Technical Services segment revenues for the quarter ended
June 30, 2002 were $7.6 million, compared to $5.3 million in the prior year, an
increase of $2.3 million. The increase in Technical Services revenues is related
to a contract for the refurbishment and upgrade of a customer's aircraft.

The Technical Services segment had operating income of $1.2 million for the
quarter ended June 30, 2002, compared to $1.1 million for the quarter ended June
30, 2001. The operating margin was 15.8% in the quarter, compared to 21.0% in
the same quarter of the prior year. The increase in operating revenues


                                       20
<PAGE>

was largely offset by an increase in costs in the Technical Services segment of
$2.2 million related to the previously mentioned contract.

During 2001, the Company changed the strategic focus of Technical Services from
providing maintenance and overhaul services to all customers to only those
customers that are currently serviced by the Company's helicopter operations.
The Company implemented this change to allow the Technical Services segment to
focus on the Company's aircraft and components. The Company believes that the
change in the focus of Technical Services will contribute to increased
availability of the Company's aircraft, with a consequent favorable impact on
flight operations revenue. However, this change in strategic focus may result in
lower revenues from this segment.

   SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001

COMBINED OPERATIONS

REVENUES -- Operating revenues for the six months ended June 30, 2002 were
$136.5 million, compared to $131.8 million for the six months ended June 30,
2001, an increase of $4.7 million. The increase in operating revenues was due
primarily to revenues from a Technical Services segment maintenance contract for
the upgrade and refurbishment of two aircraft for a customer. Flight related
revenues also increased 1% for the six months ended June 30, 2002 as compared to
the six months ended June 30, 2001. The increase in flight revenue was due to
customer rate increases implemented in 2001, offset by a decrease in flight
activity. Flight hours for the six months ended June 30, 2002 were 84,255, as
compared to 98,523 for the six months ended June 30, 2001, a decrease of 14,268
flight hours, or approximately 14.5%. This decrease was primarily due to reduced
oil and gas activity in the Gulf of Mexico. The number of aircraft at June 30,
2002 was 233 as compared to 259 at June 30, 2001.

OTHER INCOME -- Gains on property and equipment dispositions was $0.8 million
for the six months ended June 30, 2002, compared to $2.3 million for the six
months ended June 20, 2001, as fewer aircraft were available for sale in 2002.
There was interest income of $0.4 million for the six months ended June 20,
2002, compared to $0.4 million for the six months June 30, 2001. Interest income
in the prior period was related to interest income on federal and state tax
refunds. The Company also recorded $0.7 million for a favorable settlement of a
note receivable from Clintondale.

DIRECT EXPENSES -- Direct expenses for the six months ended June 30, 2002 were
$115.1 million, compared to $117.6 million for the comparable period in 2001.
The decrease in direct expenses was the result of decreases in helicopter rent
($2.9 million) as a result of the purchase of leased aircraft, insurance costs
($0.6 million) as a result of a competitive bidding process, maintenance costs
($3.1 million) due to the decline in activity, and fuel costs ($1.5 million)
also due to decreased activity. In addition, there was a decrease in recurring
compensation cost ($0.6 million) due to the decrease in head count. The above
amounts were offset in part by a $3.5 million increase in Technical Services
costs due to the contract described above, severance charges ($1.4 million),
management bonuses ($0.3 million) and depreciation expense included in direct
expenses ($1.0 million) due to the purchase of leased aircraft.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES -- Selling, general, and
administrative expenses for the six months ended June 30, 2002 were $10.0
million, compared to $9.1 million for the six months June 30, 2001, an increase
of $0.9 million. The increase is due to $0.3 million of severance charges and
$0.8 million related to management bonuses, offset in part by a $0.2 million
decrease in legal costs.


                                       21
<PAGE>

INTEREST EXPENSE -- Interest expense for the six months ended June 30, 2002 was
$7.3 million, as compared to $3.4 million for the six months ended June 30,
2001. Included in interest expense is $1.9 million related to liquidating the
Swaps and retirement of bank debt. The remaining increase in interest expense is
related to the Notes issued on April 23, 2002.

As a result of the $200 million issuance of Notes and related debt repayment,
the Company expects interest expense to increase by approximately $13.6 million
per year.

INCOME TAXES -- Income tax expense for the six months ended June 30, 2002 was
$2.4 million, compared to $1.6 million for the six months ended June 30, 2001.
The effective tax rate for the six months ended June 30, 2002 was 40%, as
compared to 37% for the six months ended June 30, 2001. The increase in the
effective tax rate is primarily due to increased permanent book and tax
differences, and higher state taxes for the Company's Arizona operations.

EARNINGS -- The Company's net income for the six months ended June 30, 2002 was
$3.6 million, compared to net income of $2.8 million for the six months ended
June 30, 2001. Earnings before tax for the six months ended June 30, 2002 was
$6.0 million, compared to earnings before tax of $4.5 million for the same
period in the prior year. Earnings per diluted share for the six months ended
June 30, 2002 was $0.67 as compared to earnings per diluted share of $0.54 for
the six months ended June 30, 2001. Earnings for the six months were impacted by
$2.4 million of interest on the issuance of the Notes, $1.9 million for the
retirement of the bank debt and the Swaps, which was recorded as interest costs,
and $1.7 million of severance costs. Flight hours were down 14,268 for the six
months due largely to a decrease in oil and gas activity in the Gulf of Mexico.
The impact on revenues of this decline was offset by the effect of rate
increases.

SEGMENT DISCUSSION

Domestic Oil and Gas -- Domestic Oil & Gas segment revenues were $86.1 million
for the quarter ended June 30, 2002, compared to $86.3 million for the quarter
ended June 30, 2001. A decrease of 10,627 flight hours was offset by customer
rate increases implemented in 2001. The decrease in flight activity was due to a
decline in oil and gas activity in the Gulf of Mexico. The number of aircraft in
the segment was 179 at June 30, 2002 as compared to 192 at June 30, 2001.

Domestic Oil & Gas segment operating income was $7.8 million for the six months
ended June 30, 2002, compared to $7.2 million for the six months ended June 30,
2001. The operating margin for the six months ended June 30, 2002 was 9.0%,
compared to 8.4% for the six months ended June 30, 2001. The improvement in
operating income and operating margin was due to rate increases implemented by
the Company, offset in part by a decrease in flight hour activity. There was
also a decrease in costs primarily as a result of decreased maintenance and fuel
costs due to the decline in activity ($3.1 million) and a decrease in helicopter
rent ($2.0 million), partially offset by increases in severance costs ($1.0
million), management bonuses ($0.3 million), depreciation expense ($1.2 million)
and interest expense ($2.1 million) as a result of the purchase of leased
aircraft.

International -- International segment revenues were $11.4 million for the six
months ended June 30, 2002, compared to $11.1 million for the six months June
30, 2001, an increase of $0.3 million. The increase in revenues was due to rate
increases recently implemented by the Company. This was partially offset by a
1,846 decline in flight hour activity caused by reduced demand in West Africa.
The number of aircraft at June 30, 2002 in the International segment was 21, as
compared to 25 at June 30, 2001.

International segment operating income was $0.9 million for the six months ended
June 30, 2002, compared to a $0.5 million loss for the six months ended June 30,
2001. Operating margin of 8.2% for the six months ended June 30, 2002, compares
to (4.8)% for the six months ended June 30, 2001. The


                                       22
<PAGE>

improvement in operating income and operating margin was due to rate increases
implemented by the Company, decreased maintenance and fuel costs resulting from
the decline in flight activity, and a decrease in depreciation expense ($0.1
million), offset in part by an increase in interest expense ($0.1 million).

Aeromedical -- Aeromedical segment revenues were $24.3 million for the six
months ended June 30, 2002, compared to $23.6 million for the same period in the
prior year, an increase of $0.7 million. The increase in operating revenues for
the Aeromedical segment is attributable to customer rate increases offset in
part by a decrease of 1,736 flight hours due to the termination of certain
Aeromedical contracts as a reaction to proposed rate increases. The number of
aircraft in the segment was 33 at June 30, 2002, as compared to 42 for June 30,
2001.

Aeromedical segment operating income was $3.2 million for the six months ended
June 30, 2002, compared to $0.9 million for the six months ended June 30, 2001.
The operating margin for the six months ended June 30, 2002 was 13.3%, compared
to 3.7% for the six months ended June 30, 2001. The improvement in operating
income and operating margin was due to rate increases and also due to decreased
costs, which primarily is the result of decreased maintenance and fuel costs
resulting from the decline in flight activity, slightly offset by increases in
depreciation expense ($0.1 million) and interest expense ($0.1 million).

Technical Services -- The Technical Services segment operating revenues for the
six months ended June 30, 2002 were $14.6 million, compared to $10.8 million in
the comparable period in the prior year, an increase of $3.8 million. The
increase in Technical Services revenues was related to revenue from a contract
for the refurbishment and upgrade of two aircraft.

The Technical Services segment had operating income of $2.1 million for the six
months ended June 30, 2002, compared to $1.7 million for the six months ended
June 30, 2001. The operating margin was 14.1% in the six months ended June 30,
2002, compared to 16.1% for the six months ended June 30, 2001. The increase in
operating income is due to the increase in activity. Costs in the Technical
Services segment increased $3.5 million due to the contract previously
mentioned.

                         LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position on June 30, 2002 was $19.2 million, compared to $5.4
million at December 31, 2001. Working capital was $74.1 million at June 30,
2002, as compared to $47.0 million at June 30, 2001, an increase of $27.1
million. An increase in cash of $13.7 million, primarily the remaining proceeds
of the Note issuance, and a decrease in current maturities of long-term debt of
$14.8 million as bank debt was repaid with the proceeds of long-term Notes
account for the increase in working capital. Net cash provided by operating
activities funded capital expenditure requirements of $14.9 million in 2002.
Note issuance costs of $5.6 million were funded with proceeds from the sale of
the Notes.

On April 23, 2002, the Company issued Notes of $200 million that carry an
interest rate of 9 3/8% payable semi-annually on May 1 and November 1 of each
year, beginning November 1, 2002, and mature in May 2009. The Notes contain
certain covenants, including limitations on indebtedness, liens, dividends,
repurchases of capital stock and other payments affecting restricted
subsidiaries, issuance and sales of restricted subsidiary stock, dispositions of
proceeds of asset sales, and mergers and consolidations or sales of assets.

Proceeds from the Notes, net of $5.6 million of fees and expenses, were used to
retire the Company's $16.3 million term credit facility and $44.5 million
revolving credit facility, and to terminate the related Swaps for $1.6 million.
The Company also purchased 101 aircraft, which were previously leased, for
$118.1 million.



                                       23
<PAGE>

Also, on April 23, 2002, the Company executed a new credit agreement with a
commercial bank for a $50 million revolving credit facility. The Company has not
borrowed under this new credit facility.

Capital expenditures totaled $14.9 million for the six months ended June 30,
2002. Capital expenditures primarily include amounts for the refurbishment of
aircraft and the upgrade of capability of certain aircraft. As discussed above,
the Company also purchased $118.1 million of aircraft it previously leased. At
June 30, 2002, the Company had a commitment of $9 million for the upgrade of
certain aircraft. The upgrade is to be performed in 2002 and 2003.

The effect of the purchases of the aircraft will be to improve cash flow by the
reduced lease payments, less the increased interest expense from the issuance of
the Notes. The Company believes that cash flow from operations will be
sufficient to fund required interest payments on the Notes and capital
expenditures during 2002.

                              ENVIRONMENTAL MATTERS

As of June 30, 2002, the Company has an aggregate estimated liability of $1.8
million for environmental remediation costs that are probable and estimable. The
Company has conducted environmental surveys of its Lafayette facility, which it
vacated in 2001, and has determined that contamination exists at that facility.
To date, borings have been installed to determine the type and extent of
contamination. Preliminary results indicate limited soil and groundwater
impacts. Once the extent and type of contamination are fully defined, a risk
evaluation in accordance with regulatory standards will be submitted and
evaluated by the appropriate agency. At that point, the regulatory agency will
establish what cleanup standards must be met at the site. When the process is
complete, the Company will be in a position to develop the appropriate
remediation plan and the resulting cost of remediation. The Company has not
recorded any estimated liability for remediation at the site, but based on
preliminary surveys and ongoing monitoring, the Company believes the ultimate
remediation costs for the Lafayette facility will not be material.

                          NEW ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" was approved by the Financial Accounting
Standards Board ("FASB"). SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company had implemented SFAS No. 142 on January 1, 2002.
The implementation had no material impact on the Company's consolidated
financial position or results of operation.

SFAS No. 143, Accounting for Asset Retirement Obligations, requires the
recording of liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at their fair values
(which are likely to be the present values of the estimated future cash flows)
in the period in which they are incurred. SFAS No.143 requires the associated
asset retirement costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be accreted each year
through a charge to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets. The Company is
required to implement SFAS No. 143 on January 1, 2003, and does not expect that
this statement will have a material impact on its consolidated financial
position or results of operations.



                                       24
<PAGE>

SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
promulgates standards for measuring and recording impairments of long-lived
assets. Additionally, this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and reporting standards
for discontinued operations and exchanges for long-lived assets. The Company
implemented SFAS No. 144 on January 1, 2002. The implementation of this standard
did not have a material effect on the Company's financial position or results of
operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 eliminates SFAS No. 4 and as a result, gains and losses from
extinguishments of debt should be classified as extraordinary items only if they
meet the criteria in APB Opinion No. 30. SFAS No. 145 amends SFAS No. 13,
"Accounting for Leases," to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS No. 145 also updates and amends existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The Company
has not determined the impact that this statement will have on its consolidated
financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for fiscal periods after
December 31, 2002. SFAS No. 146 requires companies to recognize costs associated
with restructurings, discontinued operations, plant closings, or other exit or
disposal activities, when incurred rather than at the date a plan is committed
to. The Company plans to adopt the standard as of the effective date and will
implement its provisions on a prospective basis.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

On April 23, 2002, the Company paid its Terminated Loan Agreement. The
Terminated Loan Agreement had variable interest rates. In conjunction with the
payment of the Terminated Loan Agreement, the Company settled its interest rate
swaps by paying $1.6 to the counterparties.

Also on April 23, 2002, the Company issued Notes of $200 million that have an
interest rate of 9 3/8% payable semi-annually on May 1 and November 1 of each
year, beginning November 1, 2002, and mature in May 2009. The market value of
the Notes will vary as changes occur to general market interest rates, the
remaining maturity of the Notes, and the Company's credit worthiness. A
hypothetical 100 basis-point increase to the Notes' imputed interest rate
immediately after issue would have resulted in a market value decline to
approximately $190.2 million.

There were no other material changes to the Company's disclosures regarding
derivatives in its Form 10-K for the year ended December 31, 2001.


                                       25
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings primarily involving claims
for personal injury. The Company believes that the outcome of all such
proceedings, even if determined adversely, would not have a material adverse
effect on its consolidated financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its 2002 Annual Meeting of Stockholders on April 30, 2002. At
the meeting, shareholders elected each of the following persons listed below to
PHI's Board of Directors for a term ending at the Company's 2003 Annual Meeting
of Stockholders. The number of votes cast with respect to the election of each
such person is opposite such person's name. The persons listed below constituted
the entire Board of Directors of the Company at that time.

<Table>
<Caption>
                                       NUMBER OF VOTES CAST
                             ---------------------------------------
                                                            BROKER
  NAME OF DIRECTOR              FOR         WITHHOLD       NON-VOTE
                             ---------     ----------     ----------
<S>                          <C>           <C>            <C>
  Al A. Gonsoulin            1,482,266             0             0
  Lance F. Bospflug          1,482,266             0             0
  Arthur J. Breault, Jr      1,482,266             0             0
  Thomas H. Murphy           1,482,266             0             0
</Table>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     3.1  (i)  Articles of Incorporation of the Company (incorporated by
               reference to Exhibit No. 3.1 (i) to PHI's Report on Form 10-Q for
               the quarterly period ended October 31, 1994).

          (ii) By-laws of the Company as amended (incorporated by reference to
               Exhibit No. 3.1 (ii) to PHI's Report on Form 10-Q for the
               quarterly period ended March 31, 2002).

     10.1 Indenture dated April 23, 2002 among Petroleum Helicopters, Inc., the
          Subsidiary Guarantors named therein and The Bank of New York, as
          Trustee (incorporated by reference to Exhibit 4.1 to PHI's
          Registration Statement on Form S-4, filed on April 30, 2002, File Nos.
          333-87288 through 333-87288-08).

     10.2 Form of 9 3/8% Senior Note (incorporated by reference to Exhibit 4.1
          to PHI's Registration Statement on Form S-4, filed on April 30, 2002,
          File Nos. 333-87288 through 333-87288-08).

     10.3 Loan Agreement dated as of April 23, 2002 by and among Petroleum
          Helicopters, Inc., Air Evac Services, Inc., Evangeline Airmotive,
          Inc., and International Helicopter Transport, Inc. and Whitney
          National Bank


                                       26
<PAGE>

     99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002 by Lance F. Bospflug, Chief Executive Officer.

     99.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002 by Michael J. McCann, Chief Financial Officer.

(b)   Reports on Form 8-K

      No reports were filed on Form 8-K during the quarter ended June 30, 2002.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                     Petroleum Helicopters, Inc.



August 14, 2002                      By: /s/ Michael J. McCann
                                         --------------------------------------
                                     Michael J. McCann
                                     Chief Financial Officer and Treasurer


                                       27
<PAGE>

                               INDEX TO EXHIBITS


<Table>
<Caption>
EXHIBIT
  NO.        DESCRIPTION
-------      -----------
<S>          <C>
 3.1         (i)  Articles of Incorporation of the Company (incorporated by
                  reference to Exhibit No. 3.1 (i) to PHI's Report on Form 10-Q
                  for the quarterly period ended October 31, 1994).

             (ii) By-laws of the Company as amended (incorporated by reference
                  to Exhibit No. 3.1 (ii) to PHI's Report on Form 10-Q for the
                  quarterly period ended March 31, 2002).

10.1         Indenture dated April 23, 2002 among Petroleum Helicopters, Inc.,
             the Subsidiary Guarantors named therein and The Bank of New York,
             as Trustee (incorporated by reference to Exhibit 4.1 to PHI's
             Registration Statement on Form S-4, filed on April 30, 2002, File
             Nos. 333-87288 through 333-87288-08).

10.2         Form of 9 3/8% Senior Note (incorporated by reference to Exhibit
             4.1 to PHI's Registration Statement on Form S-4, filed on April 30,
             2002, File Nos. 333-87288 through 333-87288-08).

10.3         Loan Agreement dated as of April 23, 2002 by and among Petroleum
             Helicopters, Inc., Air Evac Services, Inc., Evangeline Airmotive,
             Inc., and International Helicopter Transport, Inc. and Whitney
             National Bank

99.1         Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
             2002 by Lance F. Bospflug, Chief Executive Officer.

99.2         Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
             2002 by Michael J. McCann, Chief Financial Officer.
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>d98913exv10w3.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3


             LOAN AGREEMENT DATED AS OF APRIL 23, 2002 BY AND AMONG
              PETROLEUM HELICOPTERS, INC., ACADIAN COMPOSITES, LLC,
     AIR EVAC SERVICES, INC., EVANGELINE AIRMOTIVE, INC., AND INTERNATIONAL
              HELICOPTER TRANSPORT, INC. AND WHITNEY NATIONAL BANK

         This Agreement is dated as of April 23, 2002, and is entered into by
and among PETROLEUM HELICOPTERS, INC. ("PHI"), ACADIAN COMPOSITES, LLC
("ACADIAN"), AIR EVAC SERVICES, INC. ("AIR EVAC"), EVANGELINE AIRMOTIVE, INC.
("EVANGELINE"), AND INTERNATIONAL HELICOPTER TRANSPORT, INC,. ("INTERNATIONAL
HELICOPTER") (FOR CONVENIENCE OF REFERENCE, ACADIAN, AIR EVAC, EVANGELINE AND
INTERNATIONAL HELICOPTER MAY SOMETIMES HEREINAFTER BE REFERRED INDIVIDUALLY,
COLLECTIVELY, AND INTERCHANGEABLY AS "SUBSIDIARY GUARANTORS"), AND WHITNEY
NATIONAL BANK ("Whitney"). For convenience of reference, Whitney may hereinafter
sometimes be referred to as "BANK". This Agreement refers to all present and
future loans collectively as the "LOANS", with each separate advance of funds
being a "LOAN".

A.       THE LOAN OR LOANS. Provided PHI performs all obligations in favor of
         Bank contained in this Agreement and in any other agreement, whether
         now existing or hereafter arising:

                  Bank shall make available to PHI a secured revolving line of
                  credit (the "REVOLVING LINE OF CREDIT") in the principal
                  amount of FIFTY MILLION AND NO/100 ($50,000,000.00) DOLLARS,
                  that may be drawn upon by PHI on any business day of Bank
                  during the period hereof until and including July 31, 2004, on
                  at least one day's telephonic notice to Bank. The Revolving
                  Line of Credit shall be evidenced by a commercial note,
                  payable to Bank (the "NOTE") and shall contain additional
                  terms and conditions and be identified with this Agreement.

                  A sublimit of FIVE MILLION AND NO/100 ($5,000,000.00) DOLLARS
                  is hereby established for the issuance of letters of credit
                  with a maturity not exceeding that of the Note, which may be
                  issued by Bank upon application by PHI.

B.       USE OF PROCEEDS. The proceeds from the Revolving Line of Credit are to
         refinance existing debt and/or for capital expenditures, and for
         general corporate purposes. PHI is not engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         (within the meaning of Regulation U). No proceeds of any advance will
         be used to purchase or carry any margin stock.

C.       REPRESENTATIONS, WARRANTIES AND COVENANTS. PHI represents, warrants and
         covenants to Bank that as of the date hereof and so long as the Loans
         shall be outstanding, except for matters that could not reasonably be
         expected to have a material adverse effect on PHI:

         (1)      ORGANIZATION AND AUTHORIZATION. PHI is a Louisiana corporation
                  which is duly organized, validly existing and in good standing
                  under Louisiana law. PHI's execution, delivery and performance
                  of this Agreement and all other documents delivered to Bank
                  has been duly authorized and does not violate its articles of
                  incorporation (or other governing documents), material
                  contracts or any applicable law or regulations.

         (2)      COMPLIANCE WITH TAX AND OTHER LAWS.

                  (a)      PHI shall comply with all laws that are applicable to
                           its business activities, including, without
                           limitation, all laws regarding (i) the collection,
                           payment and deposit of employees' income,
                           unemployment, Social Security, sales and excise
                           taxes; (ii) the filing of returns and payment of
                           taxes; (iii) pension liabilities including ERISA
                           requirements, (iv) environmental protection, and (iv)
                           occupational safety and health.

                  (b)      PHI shall not permit or suffer any violation of any
                           Environmental Law (as defined below) affecting the
                           property it owns or leases, (collectively, the
                           "PROPERTY"), and agrees that upon discovery, or in
                           the event, of any discharge, spill, injection,
                           escape, emission, disposal, leak or any other release
                           of hazardous substances on, in, under, onto or from
                           the Property, which is not authorized by a currently
                           valid permit or other approval issued by the
                           appropriate governmental agencies, promptly notify
                           Bank, and the appropriate governmental agencies, and
                           shall take all steps necessary to promptly clean-up
                           such discharge, spill, injection, escape, emission,
                           disposal, leak or any other release in accordance
                           with the provisions of all applicable Environmental
                           Laws, and shall receive a certification from the
                           Louisiana Department of Environmental Quality or
                           federal Environmental Protection Agency, that the
                           Property and any other property affected has been
                           cleaned-up to the satisfaction of those agencies. The
                           terms "Environmental Law" or


<PAGE>


                           "Environmental Laws" as used in this Agreement
                           include any and all current and future federal, state
                           and local environmental laws, statutes, rules,
                           regulations and ordinances, as the same shall be
                           amended and modified from time to time, including but
                           not limited to the federal Comprehensive
                           Environmental Response, Compensation and Liability
                           Act, as amended from time to time, the Federal
                           Resource Conservation and Recovery Act, as amended
                           from time to time, and the federal Toxic Substances
                           Control Act, as amended from time to time.

         (3)      OFFERING MEMORANDUM, NOTES, AND INDENTURE. The Loans to be
                  made to PHI under, and the terms and conditions of, this
                  Agreement do not violate the offering memorandum (the
                  "Offering Memorandum") dated April 17, 2002, respecting
                  promissory notes in the aggregate principal amount of TWO
                  HUNDRED MILLION AND NO/100 ($200,000,000.00) DOLLARS, and
                  additional promissory notes in an aggregate principal amount
                  of TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100
                  ($275,000,000.00) DOLLARS, under an Indenture dated as of
                  April 23, 2002, among PHI, the Guarantors (as defined in the
                  Offering Memorandum), and The Bank of New York, as Trustee, or
                  any other document executed or to be executed in connection
                  therewith, as all of the foregoing may be amended from time to
                  time (individually, collectively, and interchangeably, the
                  "Indenture Notes and Documents").

         (4)      LITIGATION. To the best of PHI's knowledge, after due inquiry,
                  no litigation or governmental proceedings are pending or
                  threatened against PHI or any of its subsidiaries, the results
                  of which might materially affect PHI or such subsidiaries'
                  financial condition or operations. Other than any liability
                  incident to such litigation or proceedings or provided for or
                  disclosed in the financial statements submitted to Bank, PHI
                  does not have any material contingent liabilities. No
                  subsidiaries have any material contingent liability other than
                  those imposed by the security documents granted by PHI in
                  favor of Whitney and the Indenture Notes and Documents.

         (5)      PENSION PLANS. Each of PHI and its subsidiaries are in
                  compliance with all statutes and governmental rules and
                  regulations applicable to it, including, without limitation,
                  the Employee Reimbursement Income Security Act of 1974, as
                  amended ("ERISA"). No Termination Event (as defined herein)
                  has occurred with respect to any Plan (as defined herein),
                  and, except for any failure that could not reasonably be
                  expected to cause a material adverse change, each Plan has
                  complied with and been administered in all material respects
                  in accordance with applicable provisions of ERISA and the
                  Internal Revenue Code of 1986, as amended (the "CODE"), and no
                  condition exists or event or transaction has occurred in
                  connection with any Plan, maintained by PHI or its
                  subsidiaries, which could result in PHI or its subsidiaries
                  incurring any material liabilities, fine, or penalty. No
                  "accumulated funding deficiency" (as defined in Section 302 of
                  ERISA) has occurred with respect to any Plan and there has
                  been no excise tax imposed with respect to any Plan under
                  Section 4971 of the Code. The present value of all benefits
                  vested under each Plan (based on the assumptions used to fund
                  such Plan) did not, as of the last annual valuation date
                  applicable thereto, exceed the value of the assets of such
                  Plan allocable to such vested benefits in any amount that
                  would reasonably be expected to cause a material adverse
                  change. Based upon GAAP existing as of the effective date of
                  this agreement and current factual circumstances, PHI has no
                  reason to believe that the annual cost during the term of this
                  Agreement to PHI for post-retirement benefits to be provided
                  to the current and former employees of PHI under welfare
                  benefit plans (as defined in Section 3(1) of ERISA) could, in
                  the aggregate, reasonably be expected to cause a material
                  adverse change.

                  For purposes of this section, the term "Plan" means an
                  employee benefit plan covered by Title IV of ERISA or subject
                  to minimum funding standards under Section 412 of the Code and
                  the term "Termination Event" means (a) the occurrence of a
                  reportable event with respect to a Plan, as described in
                  Section 4043 of ERISA and the regulations issued thereunder
                  (other than a reportable event not subject to the provision
                  for 30-day notice to the PBGC under such regulations); (b) the
                  giving of a notice of intent to terminate a Plan under Section
                  4041(c) of ERISA; (c) the institution of proceedings to
                  terminate a Plan by the PBGC; or (d) any other event or
                  condition which constitutes grounds under Section 4042 of
                  ERISA for the termination of, or the appointment of a trustee
                  to administer, any Plan.

         (6)      FINANCIAL INFORMATION. From the date of this Agreement and so
                  long as the Loans shall be outstanding, unless compliance
                  shall have been waived in writing by Bank, PHI shall furnish
                  to Bank:

                  (a)      promptly after the sending or filing thereof, copies
                           of all reports which PHI sends to any of its public
                           security holders, and copies of all Forms 10-K, 10-Q
                           and 8-K, Schedules 13E-4


                                       2
<PAGE>


                           (including all exhibits filed therewith) and
                           registration statements, and any other filings or
                           statements that PHI files with the Securities and
                           Exchange Commission or any national securities
                           exchange;

                  (b)      together with all Forms 10-K, 10-Q and 8-K, a
                           certificate of the president or chief financial
                           officer of PHI to the effect that no Default with
                           respect to PHI, or event which might mature into a
                           Default with respect to PHI, has occurred;

                  (c)      upon the occurrence of a Default, a certificate of
                           the president or chief financial officer of PHI
                           specifying the nature and the period of existence
                           thereof and what action PHI proposes to take with
                           respect thereto;

                  (d)      written notice of any and all litigation affecting
                           PHI, directly or indirectly; provided, however, this
                           requirement shall not apply to litigation involving
                           PHI and any other party if such litigation involves,
                           in the aggregate, less than $500,000; and

                  (e)      from time to time, such other information as Bank may
                           reasonably request.

         (7)      INSURANCE. Each of PHI and its subsidiaries shall maintain,
                  with financially sound and reputable insurance companies
                  workmen's compensation insurance, liability insurance and
                  insurance on PHI's and its subsidiaries' property, assets and
                  business at least to such extent and against such hazards and
                  liabilities as is commonly maintained by similar companies
                  and, in addition to the foregoing insurance, such insurance as
                  may be reasonably required by Bank. In the case of property
                  (whether owned by PHI or its subsidiaries) on which Bank has a
                  lien, PHI shall provide Bank with duplicate originals or
                  certified copies of such policies of insurance naming Bank as
                  additional mortgages-loss payee and as additional insured as
                  its interests may appear, and providing that such policies
                  will not be canceled without thirty (30) days' prior written
                  notice to Bank.

         (8)      FINANCIAL COVENANTS AND RATIOS.

                  (a)      CURRENT ASSETS/CURRENT RATIO. PHI will not at any
                           time permit the ratio of consolidated current assets
                           to consolidated current liabilities to be less than
                           2.00 to 1.00;

                  (b)      FUNDED DEBT/NET WORTH. PHI will not at any time after
                           June 30, 2002, permit the ratio of Funded Debt
                           (defined as all indebtedness under this Agreement
                           plus the amount of any capital or operating leases
                           and any other monetary obligation payable over time)
                           to PHI's consolidated net worth to be more than 2.50
                           to 1.00.

                  (c)      CONSOLIDATED NET WORTH. From and after the date of
                           this Agreement through December 31, 2002, PHI, shall
                           not at any time, permit its consolidated net worth,
                           to be less than NINETY MILLION ($90,000,000.00)
                           DOLLARS. From and after December 31, 2002, PHI shall
                           not, at any time permit consolidated net worth to be
                           less than ONE HUNDRED MILLION ($100,000,000.00)
                           DOLLARS.

         (9)      MERGERS, ETC. Without the prior written consent of Bank, PHI
                  shall not consolidate with, or merge into, any other
                  corporation, or permit any other corporation to merge into it,
                  or sell or lease all, or substantially all, of its assets, or
                  acquire all or a substantial part of the assets or capital
                  stock of any other partnership, firm or corporation, or enter
                  into any other transaction that would substantially alter the
                  balance sheet of PHI. PHI will not permit any material changes
                  to be made in the character of its business as carried on at
                  the date of this Agreement.

         (10)     STOCK REDEMPTION. PHI will not purchase, retire or redeem any
                  shares of its capital stock (other than pursuant to executive
                  or employee compensation plans) without the prior written
                  consent of Bank.

         (11)     INDEBTEDNESS AND LIENS. Except as contemplated in this
                  Agreement and as permitted in the Indenture Notes and
                  Documents, neither PHI nor any of its subsidiaries (i) shall
                  create any additional obligations for borrowed money, or (ii)
                  mortgage or encumber any of their assets or suffer any liens
                  or indebtedness to exist on any of their assets.

         (12)     OTHER LIABILITIES. PHI shall not lend to or guarantee, endorse
                  or otherwise become contingently liable in connection with the
                  obligations, stock or dividends of any person, firm or
                  corporation.


                                       3
<PAGE>


         (13)     CHANGE OF CONTROL. Without the prior written consent of
                  Whitney, there shall not be a Change of Control (as defined in
                  the Offering Memorandum).

         (14)     ADDITIONAL DOCUMENTATION. Upon the written request of Bank,
                  PHI shall promptly and duly execute and deliver all such
                  further instruments and documents and take such further action
                  as Bank, may deem reasonably necessary to obtain the full
                  benefits of this Agreement and of the rights and powers
                  granted in this Agreement.

         (15)     NOTICE OF DEFAULT. PHI shall notify Bank immediately upon
                  becoming aware of the occurrence of any event constituting, or
                  which with the passage of time or the giving of notice, could
                  constitute, a Default.

         (16)     INDEMNITY. PHI shall indemnify, defend and hold Bank and its
                  respective directors, officers, agents, attorneys and
                  employees harmless from and against all claims, demands,
                  causes of action, liabilities, losses, costs and expenses
                  (including, without limitation, costs of suit, reasonable
                  legal fees and fees of expert witnesses) arising from or in
                  connection with (a) the presence in, on or under any property
                  of PHI (including, without limitation, the Property) of any
                  hazardous substance or solid waste, or any releases or
                  discharges (as the terms "release" and "discharge" are defined
                  under any applicable environmental law) of any hazardous
                  substance or solid waste on, under or from such property, (b)
                  any activity carried on or undertaken on or off such property
                  of PHI, whether prior to or during the term of this Agreement,
                  and whether PHI or any predecessor in title to PHI's property
                  or any officers, employees, agents, contractors or
                  subcontractors of PHI or any predecessor in title to the
                  property of PHI, or any third persons at any time occupying or
                  present on such property, in connection with the handling,
                  use, generation, manufacture, treatment, removal, storage,
                  decontamination, clean-up, transportation or disposal of any
                  hazardous substance or solid waste at any time located or
                  present on or under any of the aforedescribed property, or (c)
                  any breach of any representation, warranty or covenant under
                  the terms of this Agreement or applicable security agreements.
                  The foregoing indemnity shall further apply to any residual
                  contamination on or under any or all of the aforedescribed
                  property, or affecting any natural resources, and to any
                  contamination of any property or natural resources arising in
                  connection with the use, handling, storage, transportation or
                  disposal of any hazardous substance or solid waste, and
                  irrespective of whether any of such activities were or will be
                  undertaken in accordance with applicable laws, regulations,
                  codes and ordinances. The indemnity described in this Section
                  shall survive the termination of this Agreement for any reason
                  whatsoever.

D.       COLLATERAL. As security for payment and performance of the Loans, PHI
         will provide to Bank security for all of its obligations due to Bank,
         whether now existing or hereafter arising, through valid recorded
         security documents creating a first lien and security interest in all
         of PHI and its subsidiaries' inventory, including Parts (as herein
         defined), and Eligible Receivables (as defined herein) supported by a
         Borrowing Base Certificate (as herein defined) delivered monthly to
         Bank in form satisfactory to Bank.

         "Borrowing Base Certificate" means a report to Bank by the President or
         Chief Financial Officer certifying the level of borrowing authorized
         under this Agreement which is and shall be an amount (not exceeding
         $50,000,000) equal to the sum of (a) 80% of the amount of Eligible
         Receivables (defined as trade receivables less than 90 days of age) of
         PHI and its subsidiaries in which Bank shall have a valid perfected
         first priority security interest, plus (b) 50% of the value of Parts of
         PHI and its subsidiaries (valued at the lower of average cost or
         market), in which Bank shall have a valid perfected first priority
         security interest. For the purpose of this section, the term "Parts"
         means, until installed in any aviation unit, all aircraft engines,
         propellers, rotors, appliances, tires, airframes, spare parts, radios
         and other communication equipment together with all other aircraft
         appliances, instruments, mechanisms, appurtenances, accessories and
         parts or components thereof, of such person wherever maintained, now or
         hereafter existing, whether acquired by purchase or otherwise and
         whether held by such person for use in its business or held by such
         person for sale or lease or to be furnished by such person under
         contracts of service, and all proceeds thereof and accessories thereto.

E.       EACH EXTENSION OF CREDIT. Each request by PHI for a Loan shall
         constitute a warranty and representation by PHI to Bank that there
         exists no Default or any condition, event or act which constitutes, or
         with notice or lapse of time (or both) would constitute a Default as
         defined by this Agreement.

F.       GUARANTIES. The Revolving Line of Credit shall be guaranteed by each of
         the Subsidiary Guarantors.

G.       RATE OF INTEREST AND APPLICABLE FEES. Borrowing made pursuant to the
         Note shall accrue interest at Whitney Prime rate and may be advanced or
         repaid at any time upon one day's notice, interest shall be payable
         quarterly; or in the alternative, LIBOR borrowings may be arranged for
         fixed periods of 30,


                                       4
<PAGE>


         60, 90 or 180 days with interest payable at the respective maturity at
         the LIBOR rate as quoted on the business day prior to borrowing plus an
         applicable margin as follows:

             o   300 points when Funded Debt to Net Worth equals or exceeds 150%
             o   250 points when Funded Debt to Net Worth is between 125% and
                 150%
             o   200 points when Funded Debt to Net Worth equals or is less than
                 125%

         as calculated by referring to the last 10-K or 10-Q filing.

         As used in this Agreement the term "Whitney Prime" shall mean the rate
         of interest as recorded by Whitney from time to time as its prime
         lending rate with the rate of interest to change when and as such prime
         lending rate changes.

         As used in this Agreement the term "LIBOR" shall mean the London
         Interbank Offered Rate ("LIBOR") for the referenced rate period as set
         and published as of the first day of each month by the British Banker's
         Association ("BBA") and obtained by Bank from a wire that is sent
         through Bloomberg, L.P. which rate is based by BBA on an average of the
         Interbank offered rates for dollar deposits in the London market based
         on quotes from designated banks in the London market, provided,
         however, that Bank reserves the right to adjust the LIBOR rate by the
         percentage, if any, that may be specified by the Board Of Governors of
         the Federal Reserve system (or an successor), from time to time, for
         determining the maximum reserve requirement (including, but not limited
         to, any marginal reserve requirement) with respect to liabilities
         consisting of or including "Eurocurrency Liabilities" (as defined in
         Regulation D of the Board of Governors of the Federal Reserve system).
         In determining the percentage for the LIBOR reserve requirement, Bank
         may use any reasonable averaging and attribution methods.

         Unused fees on the daily amount undrawn under the Revolving Line of
         Credit shall accrue at the rate of 3/8 of 1% per annum payable
         quarterly.

         Any letters of credit issued pursuant to this Agreement shall bear
         interest at 1/8 of 1% per month on any part thereof, plus standard
         issuing fees.

         Upon PHI's execution of this Agreement, PHI shall pay to Bank a fee for
         its commitment of 1/4 of 1% of $50,000,000.00.

H.       PREPAYMENT AND REDUCTION. Any advance may be prepaid in any amount at
         any time, and PHI may incrementally reduce or cancel the Revolving Line
         of Credit at any time without penalty upon giving Bank one day's
         notice.

I.       CONDITIONS PRECEDENT TO LOAN. Bank shall have no obligation to advance
         funds under this Agreement until and unless the following conditions
         have been satisfied:

         (1)      Bank shall have received this agreement and all collateral
                  documents contemplated by this Agreement in form and substance
                  satisfactory to Bank, including a certificate from the Chief
                  Financial Officer containing a description of assets owned by
                  each of the Subsidiary Guarantors, and certifying that each of
                  the Subsidiary Guarantors is free of liabilities except as
                  disclosed in the Certificate;

         (2)      Bank shall have received satisfactory opinions of counsel
                  relating, among other things, to due authorization and
                  enforceability of this Agreement, the Loans and all
                  collateral;

         (3)      All representations and warranties made by PHI to Bank shall
                  be true and correct as of the date of the Loans' funding;

         (4)      Except as otherwise provided herein, PHI's business must be in
                  a condition satisfactory to Bank, the management and ownership
                  of PHI must not have changed and no material adverse change
                  (from that reflected in the last financial statements
                  delivered to, and accepted by, Bank prior to execution of this
                  Agreement) has occurred in the financial condition of PHI; and

         (5)      There exists no Default (or event which with notice or lapse
                  of time or both could constitute a Default) under this
                  Agreement or any other agreement between PHI and Bank.

J.       DEFAULT. The occurrence of any one or more of the following events
         shall constitute a default (a "DEFAULT") under this Agreement:


                                       5
<PAGE>


         (1)      A default under a note evidencing a Loan;

         (2)      The failure of PHI to observe or perform promptly when due any
                  covenant, agreement or obligation due to Bank under this
                  Agreement or otherwise;

         (3)      The inaccuracy at any time, in any material respect, of any
                  warranty, representation or statement made to Bank by PHI
                  under this Agreement or otherwise;

         (4)      the filing by or against PHI of a proceeding for bankruptcy,
                  reorganization, arrangement, or any other relief afforded
                  debtors or affecting the rights of creditors generally under
                  the law of any state or country or under the United States
                  Bankruptcy Code;

         (5)      should any default occur in any other material credit
                  agreement or evidence of indebtedness, including, without
                  limitation, the Indenture Notes and Documents;

Upon the occurrence of a Default, except for payment of principal at maturity,
and such Default continues for a period of fifteen (15) days, after Bank has
mailed written notice of such Default to PHI specifying the nature of the
Default and the steps necessary to cure the Default (but with no notice or delay
required in the event of a Default under paragraphs (1) and (5) of Section (J),
Bank, at its option, may declare all of the Loans and all other obligations of
PHI to Bank to be immediately due and payable without further notice.

K.       CONSENT TO PARTICIPATION. Bank may sell all or a portion of its
         interest in the Loans and the security therefor. Bank shall give PHI
         notice of any sale of all or a portion of its interests in the Loans,
         upon which PHI shall perform all of its obligations hereunder in favor
         of each participant or assignee as though such participant or assignee
         were a party or parties to this Agreement.

L.       MISCELLANEOUS PROVISIONS. PHI agrees to pay all of the costs, expenses
         and fees incurred in connection with the Loans, including attorneys
         fees, appraisal fees, and environmental assessment fees. This Agreement
         is not assignable by PHI and no party other than PHI is entitled to
         rely on this Agreement. In no event shall PHI or Bank be liable to the
         other for indirect, special or consequential damages, including the
         loss of anticipated profits that may arise out of or are in any way
         connected with the issuance of this Agreement. This Agreement, all
         promissory notes evidencing Loans under this Agreement and all
         documents creating security interests shall be governed by Louisiana
         law.

PETROLEUM HELICOPTERS, INC.             WHITNEY NATIONAL BANK

BY:                                     BY:
   -----------------------------           --------------------------------
NAME:    MICHAEL J. MCCANN              NAME:    HARRY C. STAHEL
TITLE:   CHIEF FINANCIAL OFFICER        TITLE:   SENIOR VICE PRESIDENT


SUBSIDIARY GUARANTORS:

ACADIAN COMPOSITES, LLC                 EVANGELINE AIRMOTIVE, INC.

BY:                                     BY:
   -----------------------------           --------------------------------
NAME:    MICHAEL J. MCCANN              NAME:    MICHAEL J. MCCANN
TITLE:   CHIEF FINANCIAL OFFICER        TITLE:   CHIEF FINANCIAL OFFICER


AIR EVAC SERVICES, INC.                 INTERNATIONAL HELICOPTER TRANSPORT, INC.

BY:                                     BY:
   -----------------------------           --------------------------------
NAME:    MICHAEL J. MCCANN              NAME:    MICHAEL J. MCCANN
TITLE:   CHIEF FINANCIAL OFFICER        TITLE:   CHIEF FINANCIAL OFFICER


                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>d98913exv99w1.txt
<DESCRIPTION>SECTION 906 - BOSPFLUG
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Petroleum Helicopters, Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2002 (the "Report"), I,
Lance F. Bospflug, Chief Executive Officer of the Company, certify that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.



Petroleum Helicopters, Inc.



By: /s/ Lance F. Bospflug
    ---------------------------------
    Lance F. Bospflug
    Chief Executive Officer
    August 14, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>d98913exv99w2.txt
<DESCRIPTION>SECTION 906 - MCCANN
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Petroleum Helicopters, Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2002 (the "Report"), I,
Michael J. McCann, Chief Financial Officer of the Company, certify that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.



Petroleum Helicopters, Inc.



By: /s/ Michael J. McCann
    -------------------------------
    Michael J. McCann
    Chief Financial Officer
    August 14, 2002


</TEXT>
</DOCUMENT>
</SUBMISSION>
