10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: June 30, 2006

or

o 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

PHI, Inc.

(Exact name of registrant as specified in its charter)

Louisiana
(State or other jurisdiction of incorporation or organization) 72-0395707
(I.R.S. Employer Identification No.)

2001 SE Evangeline Thruway
Lafayette, Louisiana
(Address of principal executive offices) 70508
(Zip Code)

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: þ No: o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer: þ Non-accelerated filer: o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: o No: þ

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.

Class	Outstanding at July 31, 2006
Voting Common Stock	2,852,616 shares
Non-Voting Common Stock	12,422,992 shares

PHI, INC.

Index — Form 10-Q

Part I — Financial Information
Item 1.	Financial Statements — Unaudited
	Condensed Consolidated Balance Sheets — June 30, 2006 and December 31, 2005	3
	Condensed Consolidated Statements of Operations — Quarter and Six Months Ended June 30, 2006 and 2005	4
	Condensed Consolidated Statements of Cash Flows — Quarter and Six Months Ended June 30, 2006 and 2005	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
Part II — Other Information
Item 1.	Legal Proceedings	28
Item 1.A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Submission of Matters to a Vote of Security Holders	36
Item 5.	Other Information	37
Item 6.	Exhibits and Reports on Form 8-K	37
	Signatures	38
Amended & Restated Articles of Incorporation
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906

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PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except share data)
(Unaudited)

	June 30,		December 31,
	2006		2005
ASSETS
Current Assets:
Cash and cash equivalents	$	217,583	$	69,561
Accounts receivable — net of allowance:
Trade		92,489		89,351
Other		7,551		6,766
Inventory, net		52,758		48,123
Other current assets		11,168		10,042
Refundable income taxes		138		422
Total current assets		381,687		224,265
Property and equipment, net		306,902		311,678
Other		19,681		13,266
Total Assets	$	708,270	$	549,209
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	35,780	$	40,506
Accrued liabilities		12,054		10,807
Accrued vacation payable		4,299		3,811
Accrued interest payable		3,189		3,175
Accrued wages and salaries		2,108		2,439
Notes payable		—		1,000
Total current liabilities		57,430		61,738
Long-term debt		204,000		203,300
Deferred income taxes		37,869		38,906
Other long-term liabilities		9,635		6,214
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		1,229		742
Additional paid-in capital		289,859		129,531
Retained earnings		107,963		108,493
Total shareholders’ equity		399,336		239,051
Total liabilities and shareholders’ equity	$	708,270	$	549,209

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

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PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Operating revenues	$	107,157		$	86,783		$	208,529		$	161,022
Gain (loss) on disposition of property and equipment, net		(1,392	)		(186	)		(1,162	)		460
Other		2,497			198			3,417			293
		108,262			86,795			210,784			161,775
Expenses:
Direct expenses		89,211			72,896			176,267			136,931
Selling, general and administrative expenses		6,724			5,472			13,409			10,701
Interest expense		4,129			5,159			9,202			10,276
Loss on debt restructuring		12,790			—			12,790			—
		112,854			83,527			211,668			157,908
Earnings (loss) before income taxes		(4,592	)		3,268			(884	)		3,867
Income taxes		(1,837	)		1,307			(354	)		1,547
Net earnings (loss)	$	(2,755	)	$	1,961		$	(530	)	$	2,320
Weighted average shares outstanding:
Basic		14,579			6,158			12,512			5,773
Diluted		14,579			6,246			12,512			5,858
Net earnings (loss) per share
Basic	$	(0.19	)	$	0.32		$	(0.04	)	$	0.40
Diluted	$	(0.19	)	$	0.31		$	(0.04	)	$	0.40

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

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PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)

	Six Months Ended
	June 30,
	2006			2005
Cash flows from operating activities:
Net earnings (loss)	$	(530	)	$	2,320
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		14,453			13,202
Deferred income taxes (benefit)		(1,037	)		836
(Gain) loss on disposition of property & equipment, net		1,162			(460	)
Loss on debt restructuring		12,790			—
Other		388			658
Changes in operating assets and liabilities		(14,757	)		(7,197	)
Net cash provided by operating activities		12,469			9,359
Cash flows from investing activities:
Purchase of property and equipment		(39,357	)		(30,910	)
Proceeds from asset dispositions		3,163			6,052
Proceeds from sale-leaseback transaction		25,069			—
Net cash used in investing activities		(11,125	)		(24,858	)
Cash flows from financing activities:
Proceeds of debt issuance — Senior Notes		200,000			—
Premium and costs to retire debt early		(10,208	)		—
Repayment of Senior Notes		(200,000	)		—
Debt issuance costs		(4,629	)		—
Proceeds from (payments to) line of credit, net		700			(8,275	)
Payments on long term debt		—			(2,000	)
Proceeds from stock issuance, net		160,815			114,317
Net cash provided by financing activities		146,678			104,042
Increase in cash and cash equivalents		148,022			88,543
Cash and cash equivalents, beginning of period		69,561			18,008
Cash and cash equivalents, end of period	$	217,583		$	106,551
Supplemental Disclosures Cash Flow Information
Interest paid	$	8,784		$	9,605
Taxes paid, net	$	68		$	290

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. General

The accompanying unaudited condensed consolidated financial statements include the accounts of PHI, 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, 2005 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 and 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, 2005. 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.

2. Segment Information

We have four operating segments: Domestic Oil and Gas, Air Medical, International and Technical Services.

Domestic Oil and Gas segment. We transport personnel and, to a lesser extent, parts and equipment to, from and among offshore platforms, drilling rigs and other offshore facilities in the Gulf of Mexico. We currently operate 151 aircraft in this segment. In 2005, the Domestic Oil and Gas segment represented 60% of our total operating revenues.

Air Medical segment. We provide air medical transportation services for hospitals and emergency service agencies. We currently operate in 14 states with 67 aircraft that are specially outfitted to accommodate emergency patients, medical personnel and emergency medical equipment. Our helicopters transport patients between hospitals as well as to hospitals from accident sites or rural locations where ground transportation would be prohibitively slow. We are paid by either commercial insurance companies, federal or state agencies such as Medicare and Medicaid, or the patient. In 2005, approximately 31% of our total operating revenues were generated by our air medical operations.

International segment. We currently provide helicopter services to a major oil company operating in Angola and the Democratic Republic of Congo, and to the National Science Foundation in Antarctica. We generally do not enter international markets without having customer contracts in place for the region, and are selective in our international customers. We have a total of 16 helicopters currently operating internationally, with 12 of those dedicated to oil and gas operations and four dedicated to the National Science Foundation in Antarctica. In 2005, our international operations contributed approximately 8% of our total operating revenues.

Technical Services segment. We perform maintenance and repair services at our Lafayette, Louisiana facility pursuant to a Federal Aviation Administration repair station license, primarily for our own fleet, but also for existing customers that own their aircraft. The license includes authority to repair airframes, engines, avionics, accessories, radios and instruments and to perform specialized services. Approximately 1% of our total operating revenues in 2005 were generated by our technical services operations.

Segment operating income is operating revenues less direct expenses and selling, general, and administrative costs allocated to the operating segment. Unallocated overhead consists primarily of

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corporate selling, general, and administrative costs that the Company does not allocate to the operating segments.

Summarized financial information concerning the Company’s reportable operating segments for the quarter ended June 30, 2006 and 2005 is as follows:

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Thousands of dollars)						(Thousands of dollars)
Segment operating revenues
Domestic Oil and Gas	$	66,409		$	51,573		$	127,872		$	96,440
Air Medical		33,596			28,300			64,307			49,084
International		5,573			5,781			13,221			12,799
Technical Services		1,579			1,129			3,129			2,699
Total operating revenues		107,157			86,783			208,529			161,022
Segment direct expenses (1)
Domestic Oil and Gas		53,094			42,496			102,900			79,345
Air Medical		30,758			25,773			62,377			47,097
International		4,165			3,806			8,611			8,466
Technical Services		1,194			821			2,379			2,023
Total direct expenses		89,211			72,896			176,267			136,931
Segment selling, general and administrative expenses
Domestic Oil and Gas		198			202			540			448
Air Medical		1,807			1,538			3,645			2,904
International		17			19			61			63
Technical Services		49			2			57			5
Total selling, general and administrative expenses		2,071			1,761			4,303			3,420
Total direct and selling, general and administrative expenses		91,282			74,657			180,570			140,351
Net segment profit (loss)
Domestic Oil and Gas		13,117			8,875			24,432			16,647
Air Medical		1,031			989			(1,715	)		(917	)
International		1,391			1,956			4,549			4,270
Technical Services		336			306			693			671
Total		15,875			12,126			27,959			20,671
Other, net (2)		1,105			12			2,255			753
Unallocated selling, general and administrative costs		(4,653	)		(3,711	)		(9,106	)		(7,281	)
Interest expense		(4,129	)		(5,159	)		(9,202	)		(10,276	)
Loss on debt restructuring		(12,790	)		—			(12,790	)		—
Earnings (loss) before income taxes	$	(4,592	)	$	3,268		$	(884	)	$	3,867

(1) Included in direct expense are the depreciation expense amounts below:

	Quarter Ended				Six Months Ended
	June 30				June 30
	2006		2005		2006		2005
Domestic Oil and Gas	$	3,848	$	3,777	$	7,633	$	8,033
Air Medical		2,192		1,297		4,284		2,920
International		334		235		769		653
Technical Services		3		2		14		7
Total	$	6,377	$	5,311	$	12,700	$	11,613
Unallocated SG&A	$	884	$	807	$	1,753	$	1,589

(2) Including gains (losses) on disposition of property and equipment, and other income.

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3. Commitments and Contingencies

Environmental Matters — We have an aggregate estimated liability of $0.2 million as of June 30, 2006 for environmental remediation costs that are probable and estimable. We have conducted environmental surveys of our former Lafayette Facility, which we vacated in 2001, and have determined that limited soil and groundwater contamination exists at the facility. We have installed groundwater monitoring wells at the facility and periodically monitor and report on the contamination. In May 2003, we submitted a Louisiana Risk Evaluation/Corrective Action Plan (“RECAP”) Standard Site Assessment Report to the Louisiana Department of Environmental Quality (“LDEQ”) fully delineating the extent and type of contamination. LDEQ is reviewing the assessment report and has requested that the Site Assessment Report be updated to include recent analytical data and be resubmitted for further LDEQ review. Once LDEQ completes its review and reports on whether all contamination has been fully defined, an updated risk evaluation in accordance with RECAP will be submitted and evaluated by LDEQ. At that point, LDEQ will establish what cleanup standards must be met at the site. When the process is complete, we will be in a position to develop an appropriate remediation plan and determine the resulting cost of remediation. We have not recorded any estimated liability for remediation and contamination and, based upon the May 2003 Site Assessment Report and ongoing monitoring, we believe the ultimate remediation costs for the former Lafayette facility will not be material to our consolidated financial position, results of operations, or liquidity.

Legal Matters — We have been named as a defendant in various legal actions that have arisen in the ordinary course of business and have not been finally adjudicated. In the opinion of management, the amount of the ultimate liability with respect to these actions will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

On June 15, 2005, we received a subpoena from the United States Department of Justice relating to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the Gulf of Mexico. We are cooperating fully with the investigation and believe we have provided all documents and other information required by the subpoena. We will respond to any DOJ request for further information, and will continue to cooperate with the investigation. At this stage, it is not possible to assess the outcome of this investigation, although based on the information available to us to date, management does not expect the outcome of the investigation to have a material adverse effect on our financial condition, results of operations, or liquidity.

Long-term Debt — On April 12, 2006, we issued $200 million of 7 1/8% Senior Unsubordinated Notes that mature in 2013. These Notes were offered and sold in a private placement under Rule 144A and Regulation S under the Securities Act of 1933. Net proceeds of $196 million were used to repurchase $184.8 million of our outstanding 9 3/8% Senior Notes due 2009 pursuant to a tender offer that also closed on April 12, 2006. Our total cost to repurchase those notes was $201.6 million, including the tender offer premium and accrued interest. We called for redemption on May 1, 2006, the remaining $15.2 million of 9 3/8% notes outstanding, at a redemption price of 104.688% of their face amount plus accrued and unpaid interest. Interest on the 7 1/8% notes is payable semi-annually on April 15 and October 15, and those notes mature April 15, 2013. The estimated annual interest cost of the new notes is $14.3 million, excluding amortization of issuance costs, which represents a reduction in annual interest cost on the notes of $4.5 million. As a result of the early redemption of the 9 3/8% notes, a pretax charge of $12.8 million ($7.7 million, net of tax) was recorded as a charge for debt restructuring in the quarter ended June 30, 2006, which consists of $9.8 million for the early call premium, $2.6 million of unamortized issuance costs, and $0.4 million in related expenses for the tender of outstanding notes.

The new notes contain restrictive 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. We were in compliance with the covenants applicable to these notes as of June 30, 2006.

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We have a $35 million revolving credit facility with a commercial bank, which is scheduled to expire on July 31, 2007. As of June 30, 2006, we had $4.0 million in borrowings and $5.1 million in letters of credit outstanding under the facility. The facility includes covenants related to working capital, funded debt to net worth, and consolidated net worth. As of June 30, 2006, we were in compliance with these covenants.

Operating Leases — We lease certain aircraft, facilities, and equipment used in our operations. The related lease agreements, which include both non-cancelable and month-to-month terms, generally provide for fixed monthly rentals, and certain real estate leases also include renewal options. We generally pay all insurance, taxes, and maintenance expenses associated with these aircraft, and some leases contain renewal and purchase options.

At June 30, 2006, we had approximately $156.6 million in aggregate commitments under operating leases of which approximately $9.7 million is payable through December 31, 2006, and a total of $17.5 million is payable over the twelve months ended June 30, 2007. Of the total lease commitments, $134.2 million represents commitments for aircraft, including a sale-leaseback transaction completed in the first quarter for three aircraft that had recently been acquired, and facility lease commitments of $22.4 million, primarily for our facilities in Lafayette, Louisiana.

Purchase Commitments — At June 30, 2006, we had purchase commitments totaling $179.3 million for aircraft which we expect to fund with cash from the equity offerings completed June 2005 and April 2006.

4. Valuation Accounts

We have established 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 $0.2 million at June 30, 2006 and December 31, 2005.

We have also established valuation reserves related to obsolete and excess inventory. The inventory valuation reserves were $6.4 million and $6.3 million at June 30, 2006 and December 31, 2005, respectively.

5. Employees

Union Negotiations — We have been in contract negotiations since 2004 with the OPEIU (Office and Professional Employees International Union), which is the union representing our domestic pilot work force, regarding the renewal of the collective bargaining agreement covering our domestic pilots. On July 28, 2006, the National Mediation Board released the Company and the OPEIU from the mediation process. As a result, a 30-day “cooling off” period commenced and expires August 28, 2006. Following the cooling off period, the Company is free to do whatever is reasonably necessary to continue operations, and the union is free to engage in job actions, including work stoppages or a general strike. Although the outcome of these negotiations cannot be predicted, it is management’s intent to continue operations while working toward an acceptable renewed collective bargaining agreement.

Employee Incentive Compensation — In 2002, we implemented an incentive compensation plan for non-executive and non-represented employees. The plan allows us to pay up to 7% of earnings before tax upon achieving a specified earnings threshold. During 2004, we implemented an executive/senior management plan for certain corporate and business unit management employees. Pursuant to these plans, we accrued estimated incentive compensation expense of $0.7 million and $1.0 million, respectively, for the quarter and six months ended June 30, 2006. For the twelve months ended December 31, 2005, we recorded $2.3 million of incentive compensation expense related to the plans.

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6. Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (‘FASB’) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (R), ‘Share Based Payment’. SFAS No. 123 (R) supersedes Accounting Principles Board (“APB’’) Opinion No. 25, Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows”. Generally, the approach in SFAS No. 123 (R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. As permitted by SFAS No. 123, prior to January 1, 2006, we accounted for share-based payments to employees using the intrinsic value method of and, as such, generally recognized no compensation expense for employee stock options. We have adopted SFAS No. 123(R) effective January 1, 2006 using the modified-prospective method. Under the modified-prospective method, the prior periods’ financial statements are not restated. As no employee stock options were granted in the current period, the adoption of SFAS No. 123 (R) had no impact on our results of operations for the quarter and six months period ended June 30, 2006. The impact on future periods will be dependent on levels of share based payments granted in the future.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. This statement is a replacement APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and it changes the requirements for the accounting for and reporting a change in accounting principle. The statement applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. The statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine period-specific effects of the change in one or more prior periods presented. In that case the new accounting principle must be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable, and a corresponding adjustment must be made to the opening balance of retained earnings for that period rather that being reported in an income statement. The new statement also requires the accounting principle to be applied prospectively from the earliest date when it is impracticable to determine the effect to all prior periods. This statement is effective for us as of January 1, 2006. Adoption of this statement could have an impact if there are future voluntary accounting changes and correction of errors.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting and disclosure for uncertain tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is assessing FIN 48 and has not determined yet the impact that the adoption of FIN 48 will have on its result of operations or financial position.

7. Condensed Consolidating Financial Information

On April 12, 2006, we issued $200 million of 7 1/8% Senior Notes due 2013 and retired $184.8 million of 9 3/8% Series B Senior Notes due 2009. On May 1, 2006, we redeemed the remaining $15.2 million 9 3/8% Series B Senior Notes.

Our 7 1/8 % Senior Notes are fully and unconditionally guaranteed on a joint and several, senior basis by all of our Guarantor Subsidiaries.

On April 12, 2006, we completed the sale of 4,287,920 non-voting common shares at $35.00 per share and on May 1, 2006, we completed the sale of the over-allotment of 578,680 shares also at $35.00 per share. Proceeds from the offering were $160.8 million, net of expenses, which will be used to fund the acquisition of aircraft to be delivered in 2006 and 2007.

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We had an average of 14.6 million common shares outstanding for the quarter ended June 30, 2006, compared to an average of 6.2 million shares for the quarter ended June 30, 2005. The increase was the result of our equity offering(s) in April 2006 and June 2005.

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

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PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(Thousands of dollars)

	June 30, 2006
	Parent
	Company		Guarantor
	Only		Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	217,092	$	491	$	—		$	217,583
Accounts receivable — net of allowance		86,712		13,328		—			100,040
Inventory		52,758		—		—			52,758
Other current assets		11,128		40		—			11,168
Refundable income taxes		44		94		—			138
Total current assets		367,734		13,953		—			381,687
Intercompany receivable		—		40,832		(40,832	)		—
Other assets		19,672		9		—			19,681
Investment in subsidiaries and other		42,891		—		(42,891	)		—
Property and equipment, net		299,068		7,834		—			306,902
Total Assets	$	729,365	$	62,628	$	(83,723	)	$	708,270
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	49,499	$	3,632	$	—		$	53,131
Intercompany payable		40,832		—		(40,832	)		—
Accrued vacation payable		4,011		288		—			4,299
Total current liabilities		94,342		3,920		(40,832	)		57,430
Long-term debt		204,000		—		—			204,000
Deferred income taxes and other long-term liabilities		31,687		15,817		—			47,504
Shareholders’ Equity:
Paid-in capital		291,373		4,402		(4,402	)		291,373
Retained earnings		107,963		38,489		(38,489	)		107,963
Total shareholders’ equity		399,336		42,891		(42,891	)		399,336
Total Liabilities and Shareholders’ Equity	$	729,365	$	62,628	$	(83,723	)	$	708,270

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PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(Thousands of dollars)

	December 31, 2005
	Parent
	Company			Guarantor
	Only			Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	69,102		$	459	$	—		$	69,561
Accounts receivable — net of allowance		81,881			14,236		—			96,117
Inventory		48,123			—		—			48,123
Other current assets		9,978			64		—			10,042
Refundable income taxes		(61	)		483		—			422
Total current assets		209,023			15,242		—			224,265
Investment in subsidiaries		38,700			—		(38,700	)		—
Intercompany receivable		—			39,867		(39,867	)		—
Other assets		13,253			13		—			13,266
Property and equipment, net		303,421			8,257		—			311,678
Total assets	$	564,397		$	63,379	$	(78,567	)	$	549,209
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	46,322		$	10,605	$	—		$	56,927
Intercompany payable		39,867			—		(39,867	)		—
Accrued vacation payable		3,522			289		—			3,811
Notes payable		1,000			—		—			1,000
Total current liabilities		90,711			10,894		(39,867	)		61,738
Long-term debt		203,300			—		—			203,300
Deferred income taxes and other long-term liabilities		31,335			13,785		—			45,120
Shareholders’ Equity
Paid-in capital		130,558			4,402		(4,402	)		130,558
Retained earnings		108,493			34,298		(34,298	)		108,493
Total shareholders’ equity		239,051			38,700		(38,700	)		239,051
Total liabilities and shareholders’ equity	$	564,397		$	63,379	$	(78,567	)	$	549,209

13

PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Thousands of dollars)

	For the quarter ended June 30, 2006
	Parent
	Company			Guarantor
	Only			Subsidiaries		Eliminations			Consolidated
Operating revenues	$	94,010		$	13,147	$	—		$	107,157
Management fees		579			—		(579	)		—
Gain (loss) on dispositions of property and equipment, net		(1,392	)		—		—			(1,392	)
Other		2,493			4		—			2,497
		95,690			13,151		(579	)		108,262
Expenses:
Direct expenses		79,748			9,463		—			89,211
Management fees		—			579		(579	)		—
Selling, general, and administrative		6,069			655		—			6,724
Equity in net income of consolidated subsidiaries		(1,236	)		—		1,236			—
Interest expense		4,129			—		—			4,129
Loss on debt restructuring		12,790			—		—			12,790
		101,500			10,697		657			112,854
Earnings (loss) before income taxes		(5,810	)		2,454		(1,236	)		(4,592	)
Income taxes		(3,055	)		1,218		—			(1,837	)
Net earnings (loss)	$	(2,755	)	$	1,236	$	(1,236	)	$	(2,755	)

	For the quarter ended June 30, 2005
	Parent
	Company			Guarantor
	Only			Subsidiaries		Eliminations			Consolidated
Operating revenues	$	73,698		$	13,085	$	—		$	86,783
Management fees		895			—		(895	)		—
Gain (loss) on dispositions of property and equipment, net		(186	)		—		—			(186	)
Other		198			—		—			198
		74,605			13,085		(895	)		86,795
Expenses:
Direct expenses		64,994			7,902		—			72,896
Management fees		—			895		(895	)		—
Selling, general, and administrative		4,838			634		—			5,472
Equity in net income of consolidated subsidiaries		(2,372	)		—		2,372			—
Interest expense		5,159			—		—			5,159
		72,619			9,431		1,477			83,527
Earnings before income taxes		1,986			3,654		(2,372	)		3,268
Income taxes		25			1,282		—			1,307
Net earnings	$	1,961		$	2,372	$	(2,372	)	$	1,961

14

PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Thousands of dollars)
(Unaudited)

	For the six months ended June 30, 2006
	Parent
	Company			Guarantor
	Only			Subsidiaries		Eliminations			Consolidated
Operating revenues	$	181,387		$	27,142	$	—		$	208,529
Management fees		1,086			—		(1,086	)		—
Gain (loss) on dispositions of property and equipment, net		(1,162	)		—		—			(1,162	)
Other		3,410			7		—			3,417
		184,721			27,149		(1,086	)		210,784
Expenses:
Direct expenses		157,628			18,639		—			176,267
Management fees		—			1,086		(1,086	)		—
Selling, general, and administrative		12,042			1,367		—			13,409
Equity in net income of consolidated subsidiaries		(4,191	)		—		4,191			—
Interest expense		9,202			—		—			9,202
Loss on debt restructuring		12,790			—		—			12,790
		187,471			21,092		3,105			211,668
Earnings (loss) before income taxes		(2,750	)		6,057		(4,191	)		(884	)
Income taxes		(2,220	)		1,866		—			(354	)
Net earnings (loss)	$	(530	)	$	4,191	$	(4,191	)	$	(530	)

	For the six months ended June 30, 2005
	Parent
	Company			Guarantor
	Only			Subsidiaries		Eliminations			Consolidated
Operating revenues	$	135,425		$	25,597	$	—		$	161,022
Management fees		1,153			—		(1,153	)		—
Gain on dispositions of property and equipment, net		460			—		—			460
Other		293			—		—			293
		137,331			25,597		(1,153	)		161,775
Expenses:
Direct expenses		121,041			15,890		—			136,931
Management fees		—			1,153		(1,153	)		—
Selling, general, and administrative		9,398			1,303		—			10,701
Equity in net income of consolidated subsidiaries		(4,918	)		—		4,918			—
Interest expense		10,276			—		—			10,276
		135,797			18,346		3,765			157,908
Earnings before income taxes		1,534			7,251		(4,918	)		3,867
Income taxes		(786	)		2,333		—			1,547
Net earnings	$	2,320		$	4,918	$	(4,918	)	$	2,320

15

PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)

	For the six months ended June 30, 2006
	Parent
	Company			Guarantor
	Only			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	12,388		$	81		$	—	$	12,469
Cash flows from investing activities:
Purchase of property and equipment		(39,308	)		(49	)		—		(39,357	)
Proceeds from asset dispositions		3,163			—			—		3,163
Proceeds from sale-leaseback transactions		25,069			—			—		25,069
Net cash used in investing activities		(11,076	)		(49	)		—		(11,125	)
Cash flows from financing activities:
Proceeds of debt issuance — senior notes		200,000			—			—		200,000
Premium and costs to retire debt early		(10,208	)		—			—		(10,208	)
Repayment of senior notes		(200,000	)		—			—		(200,000	)
Debt issuance costs		(4,629	)		—			—		(4,629	)
Proceeds from line of credit, net		700			—			—		700
Proceeds from stock issuance, net		160,815			—			—		160,815
Net cash provided by financing activities		146,678			—			—		146,678
Increase in cash and cash equivalents		147,990			32			—		148,022
Cash and cash equivalents, beginning of period		69,102			459			—		69,561
Cash and cash equivalents, end of period	$	217,092		$	491		$	—	$	217,583

	For the six months ended June 30, 2005
	Parent
	Company			Guarantor
	Only			Subsidiaries		Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	9,208		$	151	$	—	$	9,359
Cash flows from investing activities:
Purchase of property and equipment		(30,910	)		—		—		(30,910	)
Proceeds from asset dispositions		6,052			—		—		6,052
Net cash used in investing activities		(24,858	)		—		—		(24,858	)
Cash flows from financing activities:
Payments on line of credit, net		(10,275	)		—		—		(10,275	)
Proceeds from stock issuance, net		114,317			—		—		114,317
Net cash provided by financing activities		104,042			—		—		104,042
Increase in cash and cash equivalents		88,392			151		—		88,543
Cash and cash equivalents, beginning of period		17,718			290		—		18,008
Cash and cash equivalents, end of period	$	106,110		$	441	$	—	$	106,551

16

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto as well as our audited financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2005, and management’s discussion and analysis, risk factors and other information contained therein.

Forward-Looking Statements

All statements other than statements of historical fact contained in this Form 10-Q, other periodic reports filed by us with the Securities and Exchange Commission, and other written and oral statements made by us or on our 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. Forward-looking statements are based on a number of assumptions about future events and are subject to significant risks, uncertainties, and other factors that may cause our actual results to differ materially from the expectations, beliefs, and estimates expressed or implied in such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, no assurance can be given that such assumptions will prove correct or even approximately correct. Factors that could cause our results to differ materially from the expectations expressed in such forward-looking statements include but are not limited to the following: unexpected variances in flight hours, the effect on demand for our services caused by volatility of oil and gas prices, the effect on our operating costs of volatile fuel prices, adverse weather conditions, the availability and cost of capital required to acquire aircraft, environmental risks, the activities of our competitors, changes in government regulation, results of collective bargaining negotiations, union activities or labor strife, operating hazards, risks related to operating in foreign countries, the ability to obtain adequate insurance at an acceptable cost, and the ability to develop and implement successful business strategies. All forward-looking statements in this document are expressly qualified in their entirety by the cautionary statements in this paragraph, the Risk Factors section of this report, and the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2005. PHI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

In the quarter ended June 30, 2006, we completed the sale of common non-voting shares discussed below. We also redeemed our outstanding 9 3/8% senior notes and issued new notes at 7 1/8%. As a result of that transaction, we recorded a charge for debt restructuring in the quarter of $12.8 million related to the early call premium and issuance costs. We also sold six light aircraft in the quarter, resulting in a net loss of $1.4 million. Because of the refinancing charge and the loss on the sale of aircraft, we reported a net loss for the quarter of $2.8 million, or $0.19 per share for the quarter. Also, on July 28, 2006, the National Mediation Board released the Company and the OPEIU, the union representing the domestic pilots, from bargaining. It is, however, our intention to reach a reasonable agreement with the pilots’ union. The above issues are addressed in the comments below.

During the quarter, we completed the sale of 4,866,600 non-voting common shares at $35.00 per share which included the sale of an over-allotment of 578,680 shares. Proceeds from the sale were $160.8 million, net of underwriting fees and expenses. Proceeds of the offering will be used to fund the acquisition of aircraft to be delivered in 2006 and 2007.

During the quarter, we also issued $200 million of 7 1/8% Senior Notes due April 15, 2013 pursuant to Rule 144A and Regulation S of the Securities Act of 1933. Proceeds were $196 million net of underwriting fees and expenses, and were used to retire $184.8 million of our existing 9 3/8% Senior Notes pursuant to a tender offer, at a total cost of $201.6 million including an early call premium and accrued interest. We subsequently redeemed the remaining $15.2 million of Senior Notes outstanding on

17

May 1, 2006, at a redemption price of 104.688% of the face amount plus accrued interest. As a result of the early redemption of the 9 3/8% Senior Notes, we recorded a pretax charge of $12.8 million ($7.7 million, net of tax) in the quarter ended June 30, 2006, which consisted of a $9.8 million early call premium, $2.6 million of unamortized issuance costs, and $0.4 million in related expenses for the tender of outstanding notes.

Operating revenues increased for the quarter and the six months ended June 30, 2006, compared to the same periods in 2005. The increases resulted from increased customer demand due to increased exploration and production activity by our customers in the Gulf of Mexico, and additional flight hours in the Air Medical segment. Operating revenues for the three months ended June 30, 2006 were $107.2 million compared to $86.8 million for the three months ended June 30, 2005, an increase of $20.4 million. For the six months ended June 30, 2006, operating revenues were $208.5 million compared to $161.0 million for the same period in 2005, an increase of $47.5 million.

Total flight hours were 77,367 for the six months ended June 30, 2006 compared to 69,547 for six months ended June 30, 2005. The number of aircraft in service at June 30, 2006 was 234 compared to 230 at June 30, 2005. Six light aircraft were sold during the quarter, which is further discussed below.

The loss before tax for the quarter and six months ended June 30, 2006 was $4.6 million and $0.9 million respectively, compared to the quarter and six months ended June 30, 2005, earnings before tax of $3.3 million and $3.9 million respectively. As a result of the early redemption of our 9 3/8% Senior Notes, we recorded a pretax charge of $12.8 million in the quarter ended June 30, 2006. We also recorded a loss on the sale of six light aircraft ($1.4 million), and we expect to sell an additional five to six light aircraft in the near future, but we expect the remaining sales to result in a net gain. Earnings for the quarter ended June 30, 2005, included an insurance premium credit of $0.3 million related to favorable loss experience, and a credit of $3.0 million for the six months ended June 30, 2005 for the same reason.

We have been in negotiations and mediation with the OPEIU (the Office and Professional Employees International Union, which is the union representing our domestic pilot work force), since expiration of the collective bargaining agreement May 31, 2004. On July 28, 2006, the National Mediation Board released the parties from the mediation process. As a result, a 30-day “cooling off” period commenced and expires August 28, 2006. Following the cooling off period, the Company is free to do whatever is reasonably necessary to continue operations, and the union is free to engage in job actions, including work stoppages or a general strike. Although the outcome of these negotiations cannot be predicted, it is management’s intent to continue working toward an acceptable renewed collective bargaining agreement. Refer to Item 1.A. Risk Factors, page 34.

As previously reported, on June 15, 2005, we received a subpoena from the United States Department of Justice relating to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the Gulf of Mexico. We are cooperating fully with the investigation and believe we have provided all documents and other information required by the subpoena. At this stage, it is not possible to assess the outcome of this investigation, although based on the information available to us to date, management does not expect the outcome of the investigation to have a material adverse effect on our financial condition, results of operations, or liquidity.

At June 30, 2006, we had orders for two additional transport category aircraft scheduled for delivery in 2006 at an approximate cost of $35.4 million. In addition, we had orders for 28 additional aircraft with a total cost of $143.9 million scheduled for delivery throughout 2006 and 2007. The aircraft on order are for service in the Domestic Oil and Gas segment and are based on customer commitments and our assessment of customer requirements.

18

Operating Statistics

The following tables present certain non-financial operational statistics for the quarter and six months ended June 30, 2006 and 2005:

	Quarter Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Flight hours:
Domestic Oil and Gas		29,151		28,090		55,243		50,396
Air Medical		7,725		6,944		14,880		11,573
International		3,047		3,706		7,244		7,578
Total		39,923		38,740		77,367		69,547
Air Medical Transports (1)		5,311		4,323		10,133		7,469

	June 30,
	2006		2005
Aircraft operated at period end:
Domestic Oil and Gas		151		158
Air Medical		67		56
International		16		16
Total (2)		234		230

(1)	Represents individual patient transports for the period. Flight hours for these transports are included above.
(2)	Includes 12 and 18 aircraft as of June 30, 2006 and 2005, respectively that are customer owned.

Quarter Ended June 30, 2006 compared with Quarter Ended June 30, 2005

Combined Operations

Revenues — Operating revenues for the three months ended June 30, 2006 were $107.2 million compared to $86.8 million for the three months ended June 30, 2005, an increase of $20.4 million. This increase was due to an increase in our Domestic Oil and Gas, Air Medical, and Technical Services segments, offset by a decrease in International. The increase in operating revenues in the Domestic Oil and Gas segment is due to increased exploration and production activity in the Gulf of Mexico, particularly in the deepwater areas. The increase in Air Medical revenues is due to all operating locations being in service for the full quarter compared to the prior year during which additional locations were being added throughout the year. The increase in Technical Services revenue is due to certain contractual work with third parties reclassified to the Technical Services segment previously recorded in Domestic Oil and Gas. The decrease in International is due to a reduction in flight hour activity and one aircraft released from contract in the quarter by the customer.

Flight hours were 39,923 for three months ended June 30, 2006, compared to 38,740 flight hours for the three months ended June 30, 2005. Domestic Oil and Gas and Air Medical segments experienced an increase in flight hours for the quarter, while flight hours for the International segment decreased. The number of aircraft at June 30, 2006 was 234 as compared to 230 at June 30, 2005, and 235 at December 31, 2005.

Other Income and Gains — Loss on equipment dispositions was $1.4 million for the three months ended June 30, 2006, compared to a loss of $0.2 million for the three months ended June 30, 2005. The loss for

19

the current quarter was due to the sale of six light aircraft. We expect to sell an additional five to six light aircraft in the near future, but we expect the remaining sales to result in a net gain.

Other income was $2.5 million for three months ended June 30, 2006 compared to $0.2 million for three months ended June 30, 2005, and primarily represents interest income on unspent proceeds from our recent stock offering.

Direct Expenses — Direct operating expense was $89.2 million for the three months ended June 30, 2006, compared to $72.9 million for three months ended June 30, 2005, an increase of $16.3 million. Direct expense increased in the Domestic Oil and Gas segment ($10.6 million) due to increased activity mentioned above, and increased in the Air Medical segment ($5.0 million) due to locations being operational for the full period compared to part of the period in the prior year, and the remaining two operating segments account for the remaining increase ($0.7 million). These increases are discussed in the Segment Discussion below.

On a combined basis, the direct expense increased due to increases in employee costs ($5.5 million), aircraft parts usage due to increased flight hour activity ($0.4 million), aircraft rent ($1.7 million) due to additional aircraft on lease, aircraft warranty costs ($2.2 million) due to additional aircraft covered under manufacturers’ warranty programs, fuel ($2.4 million) due to increased prices and flight activity, component repair costs ($0.5 million), and insurance costs ($0.5 million). In addition, there were increases in depreciation ($1.0 million), base security services ($0.3 million) and contracted base support personnel ($0.8 million) in the Domestic Oil and Gas segment, non-aircraft supplies purchases ($0.5 million), and other operating expenses ($0.5 million).

Selling, General, and Administrative Expenses — Selling, general and administrative expense was $6.7 million for the three months ended June 30, 2006, compared to $5.5 million for the three months ended June 30, 2005, an increase of $1.2 million. This increase was a result of increased legal and consulting costs ($0.4 million), increased employee costs ($0.3 million), increased insurance costs ($0.2 million), and other items, net ($0.3 million).

Interest Expense — Interest expense was $4.1 million for the quarter ended June 30, 2006, compared to $5.2 million for the quarter ended June 30, 2005. The decrease was a result of refinancing our $200 million 9 3/8% senior notes at 7 1/8%.

Loss on Debt Restructuring — A pretax charge of $12.8 million was recorded due to the early redemption of the 9 3/8% Senior Notes. This charge consists of $9.8 million early call premium, $2.6 million of unamortized issuance costs, and $0.4 million in related expenses for the tender of outstanding notes.

Income Taxes — Income tax benefit for the three months ended June 30, 2006 was $1.8 million, an effective rate of 40%, compared to income tax expense of $1.3 million for the three months ended June 30, 2005, also an effective rate of 40%.

Earnings — Our net loss for the three months ended June 30, 2006 was $2.8 million compared to net income of $2.0 million for the three months ended June 30, 2005. The loss before tax for the three months ended June 30, 2006 was $4.6 million compared to earnings before tax of $3.3 million for the same period in 2005. The net loss for both the quarter and year-to-date was mainly attributable to the $12.8 million charge taken in the second quarter for the early redemption of our 9 3/8% Senior Notes. Exclusive of the loss on debt restructuring and related tax effects, income for the quarter ended June 30, 2006 was $4.9 million compared to $2.0 million for the previous year.

20

Segment Discussion

Domestic Oil and Gas — Domestic Oil and Gas segment revenues were $66.4 million for the three months ended June 30, 2006, compared to $51.6 million for the three months ended June 30, 2005. Flight hours were 29,151 for the current quarter compared to 28,090 for the same quarter in the prior year. The increase in revenue was due to the increase in flight hours, additional aircraft under contract and certain contractual rate increases. The increase in flight hours was related to increased exploration and production activity by our customers, particularly in the deepwater areas of the Gulf of Mexico.

The number of aircraft in the segment at June 30, 2006 was 151 compared to 158 at June 30, 2005. We sold or disposed of 17 light aircraft in the Domestic Oil and Gas segment since June 30, 2005, and we converted three medium aircraft in the segment to air medical use. In total, we have added 13 new aircraft to the Domestic Oil and Gas segment since June 30, 2005. We are currently increasing the number of aircraft in our Domestic Oil and Gas segment based on customer commitments and discussions with our customers regarding their planned activities. We have a total of 30 aircraft on order for delivery in 2006 and 2007.

Direct expense in our Domestic Oil and Gas segment was $53.1 million for the three months ended June 30, 2006, compared to $42.5 million for the quarter ended June 30, 2005. The increase of $10.6 million was due to increases in employee costs ($2.6 million), aircraft parts usage due to increased flight hour activity ($0.2 million), aircraft rent ($1.7 million) due to additional aircraft on lease, aircraft warranty costs ($1.5 million) due to additional aircraft covered under manufacturers’ warranty programs, fuel ($1.6 million) due to increased prices and flight activity (reimbursement for costs above a contracted per gallon cost is included in revenue), component repair costs ($0.5 million), and insurance costs ($0.5 million). In addition, there were increases in base security services ($0.3 million), non-aircraft supplies purchases ($0.5 million), contracted base support personnel ($0.8 million), and other operating expenses ($0.4 million).

Our Domestic Oil and Gas segment’s operating income was $13.1 million for the three months ended June 30, 2006, compared to $8.9 million for the three months ended June 30, 2005. The increase in operating income was due to the increase in operating revenue, resulting from increased exploration and production activity by our customers.

Air Medical — Air Medical segment revenues were $33.6 million for the three months ended June 30, 2006, compared to $28.3 million for the three months ended June 30, 2005, an increase of $5.3 million or 19%. We experienced a 23% increase in medical transports, increasing to 5,311 in 2006 from 4,323 in 2005. Flight hours were 7,725 for the three months ended June 30, 2006, compared to 6,944 for the three months ended June 30, 2005. The number of aircraft in the segment was 67 at June 30, 2006, compared to 56 at June 30, 2005. Since inception of the expansion in late 2003, we have opened 37 additional operating locations, with 22 opened in 2004 and 15 opened in 2005. Although patient transport volumes continue to improve, new locations typically take a number of months to build sufficient volume to absorb facility operating costs and achieve profitable aircraft utilization levels. We expect further volume growth in 2006 and margin improvement due to reduced expansion activity in 2006.

Direct expenses in our Air Medical segment were $30.8 million for the three months ended June 30, 2006, compared to $25.8 million for the three months ended June 30, 2005, due to more operating locations, and also due to additional flight hours. The $5.0 million increase was due to increases in employee costs ($2.9 million), fuel costs ($0.8 million) and depreciation expense ($0.9 million), aircraft warranty costs ($0.7 million) offset by a decrease of other operating expenses ($0.3 million). The individual increases in the cost categories above increased as a result of all operating locations being in service for the full quarter, compared to the prior year during which additional locations were being added throughout the year.

21

Selling, general and administrative expense was $1.8 million for the three months ended June 30, 2006, compared to $1.5 million for the three months ended June 30, 2005.

Our Air Medical segment’s operating income was $1.0 million for the three months ended June 30, 2006, as well as for the three months ended June 30, 2005. During the current quarter, there was a loss of $0.7 million related to the additional locations that commenced in 2005. New locations typically take several months to build sufficient volume to absorb facility operating costs and achieve profitable aircraft utilization levels. We expect further volume and revenue growth in 2006 and have reduced our rate of expansion in 2006. We also expect the rate of increase in operating costs to slow. As a result, we anticipate improvement in segment operating income over time. Adjustments will be made with respect to areas that do not achieve acceptable profitability levels.

International — International segment revenues were $5.6 million for the three months ended June 30, 2006, compared to $5.8 million for the three months ended June 30, 2005. The decrease was due to a reduction in flight hours for the three months ended June 30, 2006 to 3,047, compared to 3,706 for the three months ended June 30, 2005. The number of aircraft in the segment remained at 16 for June 30, 2006, compared to June 30, 2005.

Direct expenses in our International segment were $4.2 million for the three months ended June 30, 2006, compared to $3.8 million for the three months ended June 30, 2005. The increase in direct expenses was due primarily to increases in aircraft parts usage of $0.2 million, outside services of $0.1 million, and depreciation of $0.1 million.

Our International segment had operating income of $1.4 million for the three months ended June 30, 2006, compared to operating income of $2.0 million for the three months ended June 30, 2005. The decrease in operating income was due to the decrease in revenue and also due to the increase in direct expense.

Technical Services — Technical Services revenues were $1.6 million for the three months ended June 30, 2006, compared to $1.1 million for the three months ended June 30, 2005. The increase in Technical Services revenue is due to certain contractual work with third parties reclassified to the Technical Services segment previously recorded in Domestic Oil and Gas.

Direct expenses in our Technical Services segment were $1.2 million for the three months ended June 30, 2006, compared to $0.8 million for the three months ended June 30, 2005. The increase is for the same reason as described above.

Our Technical Services segment had operating income of $0.3 million for the three months ended June 30, 2006 and June 30, 2005.

Six Months Ended June 30, 2006 compared with Six Months Ended June 30, 2005

Combined Operations

Revenues — Operating revenues for the six months ended June 30, 2006, were $208.5 million, compared to $161.0 million for the six months ended June 30, 2005, an increase of $47.5 million, due to increased operating revenues in all segments. The increase in operating revenues in the Domestic Oil and Gas segment ($31.4 million) was due to increased exploration and production activity in the Gulf of Mexico, particularly in the deepwater areas. The increase in Air Medical revenues ($15.2 million) was due to all operating locations being in service for the period compared to the prior period during which additional locations were being added throughout the period. The increase in International revenues ($0.4 million) was due to contractual rate increases. The increase in Technical Services revenue ($0.4 million) was due to certain contractual work with third parties reclassified to the Technical Services segment previously recorded in Domestic Oil and Gas.

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Total flight hours were 77,367 for the six months ended June 30, 2006, compared to 69,547 for the six months ended June 30, 2005. Patient transports were 10,133 for the current six months, compared to 7,469 for the same period in the prior year.

Other Income and Losses — Losses on equipment dispositions was $1.2 million for the six months ended June 30, 2006, compared to a gain of $0.5 million for the six months ended June 30, 2005. The loss was due to the sale of six light aircraft in the second quarter, 2006. We expect to sell an additional five to six aircraft in the near future, but we expect the remaining sales to result in a net gain.

Other income, which primarily represents interest income on unspent proceeds from our recent stock offering, was $3.4 million for the six months ended June 30, 2006 as compared to $0.3 million for the six months ended June 30, 2005.

Direct Expenses — Direct operating expense was $176.3 million for the six months ended June 30, 2006, compared to $136.9 million for six months ended June 30, 2005, an increase of $39.4 million. Direct expense increased $23.6 million in the Domestic Oil and Gas segment due to increased operations, and increased $15.3 million in the Air Medical segment due to more operating locations for the full period compared to the prior period. Employee compensation cost increased ($14.7 million) due primarily to Air Medical operations for the reasons previously mentioned; helicopter lease expense increased ($4.1 million) due to additional aircraft on operating leases; aircraft parts usage increased ($1.4 million) due to increased flight hour activity; aircraft warranty cost increased ($4.9 million) due to additional aircraft covered under manufacturer’s warranty programs; and fuel costs increased ($4.5 million) (fuel costs above a certain contractual rate are invoiced to the customer and included in operating revenue). Insurance cost increased ($4.3 million) primarily due to a $3.0 million contractual credit related to favorable loss experience recorded in the prior year and also due to increased hull values related to new aircraft deliveries. There were also increases in depreciation ($1.0 million), outside services ($2.5 million), non-aircraft supplies ($1.3 million), contract labor ($0.5 million), and other items ($0.2 million).

Selling, General, and Administrative Expenses — Selling, general, and administrative expenses for the six months ended June 30, 2006 were $13.4 million, compared to $10.7 million for the six months ended June 30, 2005, an increase of $2.7 million. This increase was a result of increased legal and consulting costs ($1.1 million) of which $0.6 million is related to the Department of Justice investigation, increased employee costs ($0.5 million), increased insurance costs ($0.4 million), and other items ($0.7 million).

Interest Expense — Interest expense was $9.2 million for the six month period ended June 30, 2006, compared to $10.2 million for the six months ended June 30, 2005. The decrease was due to early redemption of the 9 3/8% Senior Notes, reissued at 7 1/8% in April, 2006.

Loss on Debt Restructuring — A pretax charge of $12.8 million was recorded due to the early redemption of the 9 3/8% Senior Notes. This charge consists of $9.8 million early call premium, $2.6 million of unamortized issuance costs, and $0.4 million in related expenses for the tender of outstanding notes.

Income Taxes — Income tax benefit for the six months ended June 30, 2006 was $0.4 million, an effective rate of 40%, compared to income tax expense of $1.5 million for the six months ended June 30, 2005, also an effective rate of 40%.

Earnings — The loss before tax for the six months ended June 30, 2006 was $0.9 million, compared to earnings before tax of $3.9 million for the six months ended June 30, 2005. The net loss after tax for the six months ended June 30, 2006 was $0.5 million, compared to net income after tax of $2.3 million for the six months ended June 30, 2005. As previously mentioned, the loss before tax for the six months June 30, 2006, includes a charge of $12.8 million for the early redemption of our 9 3/8% Senior Notes.

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Exclusive of the loss on debt restructuring, net of tax effects, earnings for the six months ended June 30, 2006, were $7.1 million, compared to $2.3 million for the year earlier.

Segment Discussion

Domestic Oil and Gas — Domestic Oil and Gas segment operating revenues was $127.9 million for the six months ended June 30, 2006, compared to $96.4 million for the six months ended June 30, 2005. Flight hours were 55,243 for the six months ended June 30, 2006, compared to 50,396 for the six months ended June 30, 2005. The increase in operating revenues was due to the increased exploration and production activity by our customers, particularly in the deepwater areas of the Gulf of Mexico.

Direct expense in the Domestic Oil and Gas segment increased $23.6 million for the six months ended June 30, 2006, as compared to the six months ended June 30, 2005. The increase was due to increases in employee costs ($3.3 million), aircraft parts usage due to increased flight hour activity ($1.8 million), aircraft rent ($3.7 million), aircraft warranty costs ($3.5 million) due to additional aircraft covered under manufacturer’s warranty programs, and fuel costs ($2.9 million). Insurance expense also increased ($2.9 million) due to a contractual credit recorded in the prior year related to favorable loss experience. Other increases include component repair costs ($1.5 million), base security services ($0.4 million), contracted base support personnel ($1.4 million), non-aircraft supplies ($1.2 million), and other items ($1.0 million).

Selling, general and administrative expense charged to the Domestic Oil and Gas segment was $0.5 million for the six months ended June 30, 2006 compared to $0.4 million for the six months ended June 30, 2005.

Domestic Oil and Gas segment operating income was $24.4 million for the six months ended June 30, 2006, compared to $16.6 million for the six months ended June 30, 2005. The increase was due primarily to the increase in operating revenue resulting from increased exploration and production activity by our customers.

Air Medical — Air Medical segment operating revenues were $64.3 million for the six months ended June 30, 2006, compared to $49.1 million for the same period in the prior year. Transports increased from 7,469 in the six month period ended June 30, 2005 to 10,133 in the comparable six month period in 2006. Flight hours in this segment were 14,880 for the six months ended June 30, 2006, as compared to 11,573 for the six months ended June 30, 2005. The number of aircraft in the segment at June 30, 2006 was 67 compared to 56 at June 30, 2005. The increase in operating revenue was due to all locations being operational for the full period compared to the prior year during which additional locations were being added throughout the year, and also due to additional flight hours and patient transport activity as a result. Operating revenues in 2006 from the new locations opened in 2005 were $16.6 million. Although patient volumes continue to improve, new locations typically take a number of months to build sufficient volume to absorb facility operating costs and achieve profitable aircraft utilization levels. We expect further volume growth in 2006 and margin improvement due to reduced expansion activity in 2006.

Direct expense for the six months ended June 30, 2006 was $62.4 million compared to $47.1 million for the six months ended June 30, 2005. More than half of the increase was due to an increase in employee costs ($9.0 million) due to additional employees added to support the additional operations. There were also increases in depreciation expense ($1.4 million), insurance costs ($1.3 million), fuel costs ($1.6 million), and aircraft warranty costs ($1.4 million). There was an increase in base operating costs ($0.6 million) related to the additional operating bases. This amount includes rent, utilities, services purchased, supplies, and temporary labor. The increases in each of the direct expense categories are due to the increased number of operating locations.

Segment selling, general and administrative expense was $3.6 million for the six months ended June 30, 2006 compared to $2.9 million for the six months ended June 30, 2005. This increase is due to increases in employee costs ($0.2 million), medical management fees ($0.2 million), and other items ($0.3 million).

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Air Medical segment operating loss was $1.7 million for the six months ended June 30, 2006, compared to $0.9 million operating loss for the six months ended June 30, 2005. During the period there was a loss of $2.4 million related to the additional locations that commenced in 2005. New locations typically take several months to build sufficient volume to absorb facility operating costs and achieve profitable aircraft utilization levels. We expect further volume and revenue growth in 2006 and have reduced our rate of expansion in 2006. We also expect the rate of increase in operating costs to slow. As a result, we anticipate improvement in segment operating income over time. Adjustments will be made with respect to areas that do not achieve acceptable profitability levels.

International — International segment operating revenues were $13.2 million for the six months ended June 30, 2006, compared to $12.8 million for the six months ended June 30, 2005. The increase was due to an increase in customer rates. Flight hours for the six months ended June 30, 2006 were 7,244, compared to 7,578 for the six months ended June 30, 2005.

Direct expense for the six months ended June 30, 2006 was $8.6 million compared to $8.5 million for the six months ended June 30, 2005.

Segment selling, general and administrative expense was less than $0.1 million for both six month periods.

The International segment had operating income of $4.5 million for the six months ended June 30, 2006, compared to $4.3 million for the six months ended June 30, 2005. The increase in operating revenues accounts for this increase.

Technical Services — The Technical Services segment operating revenues for the six months ended June 30, 2006 were $3.1 million, compared to $2.7 million in the comparable period in the prior year. The increase was due to certain contractual work with third parties reclassified to the Technical Services segment previously recorded in Domestic Oil and Gas.

Direct expense was $2.4 million for the six months ended June 30, 2006, compared to $2.0 million for the six months ended June 30, 2005. Increased employee costs ($0.2 million) and other expenses ($0.2 million) account for this increase.

The Technical Services segment had operating income of $0.7 million for the six months ended June 30, 2006 and June 30, 2005.

Liquidity and Capital Resources

General

Our ongoing liquidity requirements arise primarily from the funding of working capital needs such as the acquisition or leasing of aircraft, the maintenance and refurbishment of aircraft, improvement of facilities, and acquisition of equipment and inventory. Our principal sources of liquidity historically have been net cash provided by our operations and borrowings under our revolving credit facility, as augmented in recent years by the issuance of senior notes in 2002 (which we refinanced in 2006) and the sale of non-voting common stock in 2005 and 2006.

Our cash position at June 30, 2006 was $217.6 million, compared to $69.6 million at December 31, 2005. Working capital was $324.3 million at June 30, 2006, as compared to $162.5 million at December 31, 2005, an increase of $161.8 million. The increase in working capital was due to the cash provided by our sale of 4,866,600 non-voting common shares completed in the second quarter of 2006, and the proceeds of a $25 million sale leaseback transaction for three aircraft completed in the first quarter of 2006. The

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corresponding leases are classified as operating leases and are included in the commitment table set forth below.

Operating Activities

Net cash provided by operating activities was $12.5 million for the six months ended June 30, 2006, compared to net cash provided by operating activities of $9.4 million for the six months ended June 30, 2005. The increase in net cash provided by operating activities was due primarily to an increase in net earnings of $4.8 million prior to recording the loss on debt restructuring. Capital expenditures were $39.4 million, and gross proceeds of aircraft sales were $28.2 million, including the sale-leaseback transaction described above, for the six months ended June 30, 2006, compared to capital expenditures of $30.9 million and gross proceeds of aircraft and other sales of $6.0 million for the six months ended June 30, 2005. Capital expenditures primarily involve purchases, renewals and capability upgrades of aircraft.

Financing Activities

On April 12, 2006, we completed the sale of 4,287,920 non-voting common shares at $35.00 per share and on May 1, 2006, we completed the sale of the over-allotment of 578,680 shares also at $35.00 per share. Proceeds from the offering were $160.8 million, net of expenses, and will be used to fund the acquisition of aircraft to be delivered in 2006 and 2007. Also on April 12, 2006, we issued $200 million of 7 1/8% Senior Notes due 2013. The offering of these notes was made pursuant to Rule 144A and Regulation S of the Securities Act of 1933. Net proceeds of $196 million were used to repurchase $184.8 million of our existing 9 3/8% Senior Notes, which were tendered by April 12, 2006, at a total cost of $201.6 million including an early call premium and accrued interest. We redeemed the remaining $15.2 million of 9 3/8% Senior Notes on May 1, 2006, at a redemption price of 104.688% of the face amount plus accrued interest. As a result of the refinancing of the 9 3/8% Senior Notes, we recorded a pretax charge of $12.8 million ($7.7 million, net of tax) in the quarter ended June 30, 2006, which consisted of a $9.8 million early call premium, $2.6 million of unamortized issuance costs, and $0.4 million in related expenses for the tender of outstanding notes.

The 7 1/8% Senior Notes mature April 15, 2013, and interest is payable semi-annually on April 15 and October 15. The notes contain restrictive 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. Estimated annual interest cost of the new Senior Notes is $14.3 million, excluding amortization of issuance costs, which represents a reduction in annual interest cost on the notes of $4.5 million.

We have a $35 million revolving credit facility with a commercial bank that expires on July 31, 2007. As of June 30, 2006, there were $4.0 million in borrowings and $5.1 million in letters of credit outstanding under the facility. The facility includes covenants related to working capital, funded debt to net worth, and consolidated net worth. As of June 30, 2006, we were in compliance with these covenants.

During the quarter ended June 30, 2006, we took delivery of three aircraft that were funded by proceeds from the stock sale. At June 30, 2006, we had orders for two additional transport category aircraft scheduled for delivery in 2006 at an approximate cost of $35.4 million. We also had orders for 28 additional aircraft for service in the Domestic Oil and Gas segment with a total cost of $143.9 million and delivery dates scheduled throughout 2006 and 2007.

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The table below sets forth our annual debt, lease and aircraft purchase obligations through 2010 and the aggregate amounts that will be due thereafter. The operating leases are not recorded as liabilities on our balance sheet, but payments are treated as an expense as incurred. Each contractual obligation included in the table contains various terms, conditions, and covenants which, if violated, accelerate the payment of that obligation. We currently lease 16 aircraft included in the lease obligations below.

			Payment Due by Year
													Beyond
	Total		2006		2007		2008		2009		2010		2010
	(Thousands of dollars)
Aircraft purchase commitments (1)	$	179,275	$	123,745	$	55,530	$	—	$	—	$	—	$	—
Aircraft lease obligations		134,177		6,532		13,064		13,064		13,064		13,666		74,787
Facility lease obligations		22,435		3,134		2,700		2,246		1,722		1,442		11,191
Revolving credit facility		4,000		—		4,000		—		—		—		—
Senior notes (2)		200,000		—		—		—		—		—		200,000
	$	539,887	$	133,411	$	75,294	$	15,310	$	14,786	$	15,108	$	285,978

(1)	These commitments are for aircraft that we intend to fund with proceeds from the equity offerings completed June 2005 and April 2006.
(2)	Amounts reflect new 7 1/8% Senior Notes issued subsequent to March 31, 2006, that mature 2013. The 9 3/8% Senior Notes were retired April 12, 2006 ($184.8 million) and May 1, 2006 ($15.2 million).

Environmental Matters

We have an aggregate estimated liability of $0.2 million as of June 30, 2006 for environmental remediation costs that are probable and estimable. We have conducted environmental surveys of our former Lafayette Facility, which we vacated in 2001, and have determined that limited soil and groundwater contamination exists at the facility. We have installed groundwater monitoring wells at the facility and periodically monitor and report on the contamination. In May 2003, we submitted a Louisiana Risk Evaluation/Corrective Action Plan (“RECAP”) Standard Site Assessment Report to the Louisiana Department of Environmental Quality (“LDEQ”) fully delineating the extent and type of contamination. LDEQ is reviewing the assessment report and has requested that the Site Assessment Report be updated to include recent analytical data and be resubmitted for further LDEQ review. Once LDEQ completes its review and reports on whether all contamination has been fully defined, an updated risk evaluation in accordance with RECAP will be submitted and evaluated by LDEQ. At that point, LDEQ will establish what cleanup standards must be met at the site. When the process is complete, we will be in a position to develop an appropriate remediation plan and determine the resulting cost of remediation. We have not recorded any estimated liability for remediation and contamination and, based upon the May 2003 Site Assessment Report and ongoing monitoring, we believe the ultimate remediation costs for the former Lafayette facility will not be material to our consolidated financial position, results of operations, or liquidity.

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New Accounting Pronouncements

For a discussion of applicable new accounting pronouncements, see Note 6 to the Condensed Consolidated Financial Statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market value of our 7 1/8% Senior Notes will vary as changes occur to general market interest rates, the remaining maturity of the notes, and our credit worthiness. At June 30, 2006, the market value of the notes was approximately $188.5 million.

Item 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We have been named as a defendant in various legal actions that have arisen in the ordinary course of our business and have not been finally adjudicated. In the opinion of management, the amount of the ultimate liability with respect to these actions will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

On June 15, 2005, we received a subpoena from the United States Department of Justice relating to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the Gulf of Mexico. We are cooperating fully with the investigation and believe we have provided all documents and other information required by the subpoena. We will respond to any DOJ request for further information, and will continue to cooperate with the investigation. At this stage, it is not possible to assess the outcome of this investigation, although based on the information available to us to date, management does not expect the outcome of the investigation to have a material adverse effect on our financial condition, results of operations, or liquidity.

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Item 1. A. RISK FACTORS

All phases of our operations are subject to significant uncertainties, risks, and other influences. Important factors that could cause our actual results to differ materially from anticipated results or other expectations include the following:

RISKS INHERENT IN OUR BUSINESS

Our operations are affected by adverse weather conditions and seasonal factors.

We are subject to three types of weather-related or seasonal factors:

• the tropical storm and hurricane season in the Gulf of Mexico;

• poor weather conditions that often prevail during winter and can generally develop in any season; and

• reduced daylight hours during the winter months.

Poor visibility, high winds and heavy precipitation can affect the operation of helicopters and significantly reduce our flight hours. A significant portion of our operating revenue is dependent on actual flight hours and a substantial portion of our direct costs is fixed. Thus, prolonged periods of adverse weather can materially and adversely affect our operating revenues and net earnings.

In the Gulf of Mexico, the months of December, January and February have more days of adverse weather conditions than the other months of the year. Also, June through November is tropical storm and hurricane season in the Gulf of Mexico, with August and September typically being the most active months. During tropical storms, we are unable to operate in the area of the storm and can incur significant expense in moving our aircraft to safer locations. In addition, as most of our facilities are located along the Gulf of Mexico coast, tropical storms and hurricanes may cause substantial damage to our property, including helicopters that we are unable to relocate.

Because the fall and winter months have fewer hours of daylight, our flight hours are generally lower at those times, which typically results in a reduction in operating revenues during those months. Currently, only 44 of the 151 helicopters used in our domestic oil and gas operations are equipped to fly under instrument flight rules (“IFR”), which enables these aircraft, when manned by IFR-rated pilots and co-pilots, to operate when poor visibility or darkness prevents flight by aircraft that can fly only under visual flight rules (“VFR”). Not all of our pilots are IFR rated. Additionally, most of our air medical fleet currently is not equipped with night vision capability.

We may not be able to obtain acceptable customer contracts covering some of our new helicopters and some of our new helicopters may replace existing helicopters already under contract, which could adversely affect the utilization of our existing fleet.

We are substantially expanding our fleet of helicopters. Many of our new oil and gas helicopters may not be covered by customer contracts when they are placed into service, and we cannot assure you as to when we will be able to utilize these new helicopters or on what terms. To the extent our helicopters are covered by a customer contract when they are placed into service, many of these contracts are for a short term, requiring us to seek renewals more frequently.

Once certain new model helicopters are delivered to us, we generally spend between two and three months installing mission-specific and/or customer-specific equipment before we place them into service. As a result, there can be a significant delay between the delivery date for a new helicopter and the time that it is able to generate revenues for us.

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We expect that some of our customers may request new helicopters in lieu of our existing helicopters, which could adversely affect the utilization of our existing fleet.

Our contracts generally can be terminated or downsized by our customers without penalty.

Most of our fixed-term contracts contain provisions permitting early termination by the customer, sometimes with as little as 30 days’ notice for any reason and generally without penalty. In addition, many of our contracts permit our customers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on our customer contracts or the terms of those contracts.

Increased governmental regulations could increase our costs or reduce our ability to operate successfully.

Our operations are regulated by a number of federal and state agencies. All of our flight operations are regulated by the Federal Aviation Administration (“FAA”). Aircraft accidents are subject to the jurisdiction of the NTSB. Standards relating to the workplace health and safety are monitored by the federal Occupational Safety and Health Administration (“OSHA”). Also, we are subject to various federal and state environmental statutes that are discussed in more detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Environmental Matters” beginning on page 27 and “Notes to Condensed Consolidated Financial Statements (unaudited) — Commitments & Contingencies” beginning on page 8.

The FAA has jurisdiction over many aspects of our business, including personnel, aircraft and ground facilities. We are required to have an Air Taxi Certificate, granted by the FAA, to transport personnel and property in our helicopters. This certificate contains operating specifications that allow us to conduct our present operations, but it is potentially subject to amendment, suspension or revocation in accordance with procedures set forth in the Federal Aviation Act. The FAA is responsible for ensuring that we comply with all FAA regulations relating to the operation of our aviation business, and conducts regular inspections regarding the safety, training and general regulatory compliance of our U.S. aviation operations. Additionally, the FAA requires us to file reports confirming our continued compliance.

FAA regulations require that at least 75% of our voting securities be owned or controlled by citizens of the U.S. or one of its possessions, and that our president and at least two-thirds of our directors be U.S. citizens. Our Chief Executive Officer and all of our directors are U.S. citizens, and our organizational documents provide for the automatic reduction in voting power of each share of voting common stock owned or controlled by a non-U.S. citizen if necessary to comply with these regulations.

We are subject to significant regulatory oversight by OSHA and similar state agencies. We are also subject to the Communications Act of 1934 because of our ownership and operation of a radio communications flight-following network throughout the Gulf of Mexico.

Numerous other federal statutes and rules regulate our offshore operations and those of our customers, pursuant to which the federal government has the ability to suspend, curtail or modify certain or all offshore operations. A suspension or substantial curtailment of offshore oil and gas operations for any prolonged period would have an immediate and materially adverse effect on us. A substantial modification of current offshore operations could adversely affect the economics of such operations and result in reduced demand for our services.

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The helicopter services business is highly competitive, which could adversely impact our pricing and demand for our services.

All segments of our business are highly competitive, which could adversely impact our pricing and demand for our services. Many of our contracts are awarded after competitive bidding, and the competition for those contracts generally is intense. The principal aspects of competition are safety, price, reliability, availability and service.

We have two major competitors and several small competitors operating in the Gulf of Mexico, and most of our customers and potential customers could operate their own helicopter fleets if they chose to do so. At least one of our primary competitors is in the process of significantly expanding its fleet.

Our Air Medical segment competes for business primarily under the independent provider model and, to a lesser extent, under the hospital-based model. Under the independent provider model, we have no contracts and no fixed revenue stream, but must compete for transport referrals on a daily basis with other independent operators in the area. Under the hospital-based model, we contract directly with the hospital to provide their transportation services, with the contracts typically awarded on a competitive bid basis. Under both models, we compete against national and regional companies, and there is usually more than one competitor in each local market. In addition, we compete against hospitals that operate their own helicopters and, in some cases, against ground ambulances as well.

The failure to maintain our safety record would seriously harm our ability to attract new customers and maintain our existing customers.

A favorable safety record is one of the primary factors a customer reviews in selecting an aviation provider. If we fail to maintain our safety and reliability record, our ability to attract new customers and maintain our current customers will be materially adversely affected.

Helicopter operations involve risks that may not be covered by our insurance or may increase the cost of our insurance.

The operation of helicopters inherently involves a high degree of risk. Hazards such as aircraft accidents, collisions, fire and adverse weather are hazards that must be managed by providers of helicopter services and may result in loss of life, serious injury to employees and third parties, and losses of equipment and revenues.

We maintain hull and liability insurance on our aircraft, which insures us against physical loss of, or damage to, our aircraft and against certain legal liabilities to others. In addition, we carry war risk, expropriation, confiscation and nationalization insurance for our aircraft involved in international operations. In some instances, we are covered by indemnity agreements from our customers in lieu of, or in addition to, our insurance. Our aircraft are not insured for loss of use.

While we believe that our insurance and indemnification arrangements provide reasonable protection for most foreseeable losses, they do not cover all potential losses and are subject to deductibles, retentions, coverage limits and coverage exceptions such that severe casualty losses, or the expropriation or confiscation of significant assets could materially and adversely affect our financial condition or results of operations. The occurrence of an event that is not fully covered by insurance could have a material adverse impact on our financial condition and results of operations.

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Our air medical operations expose us to numerous special risks, including collection risks, high start-up costs and potential medical malpractice claims.

We recently have expanded our air medical business. These operations are highly competitive and expose us to a number of risks that we do not encounter in our oil and gas operations. For instance, the fees for our air medical services generally are paid by individual patients, insurance companies, or government agencies such as Medicare and Medicaid. As a result, our profitability in this business depends not only on our ability to generate an acceptable volume of patient transports, but also on our ability to collect our transport fees. We are not permitted to refuse service to patients based on their inability to pay.

As a result of our recent expansion, even if we are able to generate an acceptable volume of patient transports, we cannot assure you that our new markets will be profitable for us. We generally incurred significant startup costs and lower utilization rates when we entered new air medical markets, which impacted our profitability. Finally, we employ paramedics, nurses and other medical professionals for these operations, which can give rise to medical malpractice claims against us, which, if not fully covered by our medical malpractice insurance, could materially adversely affect our financial condition and results of operations.

Our dependence on a small number of helicopter manufacturers poses a significant risk to our business and prospects.

We contract with a small number of manufacturers for most of our aircraft expansion support and replacement needs. If any of these manufacturers faced production delays due to, for example, natural disasters or labor strikes, we may experience a significant delay in the delivery of previously ordered aircraft or support of existing aircraft, which would adversely affect our revenues and profitability and could jeopardize our ability to meet the demands of our customers. We have limited alternatives to find alternate sources of new aircraft.

Our international operations are subject to political, economic and regulatory uncertainty.

Our international operations, which represented approximately 8% of our total operating revenues for the year ended December 31, 2005, are subject to a number of risks inherent in operating in lesser developed countries, including:

• political, social and economic instability;

• terrorism, kidnapping and extortion;

• potential seizure or nationalization of assets;

• import-export quotas; and

• currency fluctuations or devaluation.

Additionally, our competitiveness in international markets may be adversely affected by government regulation, including regulations requiring:

• the awarding of contracts to local contractors;

• the employment of local citizens; and

• the establishment of foreign subsidiaries with significant ownership positions reserved by the foreign government for local ownership.

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Our failure to attract and retain qualified personnel could adversely affect us.

Our ability to attract and retain qualified pilots, mechanics, nurses, paramedics and other highly trained personnel will be an important factor in determining our future success. Many of our customers require pilots of aircraft that service them to have inordinately high levels of flight experience. The market for these experienced and highly trained personnel is extremely competitive. Accordingly, we cannot assure you that we will be successful in our efforts to attract and retain such persons. Some of our pilots and mechanics and those of our competitors are members of the U.S. military reserves and could be called to active duty. If significant numbers of such persons are called to active duty, it would reduce the supply of such workers, possibly curtailing our operations and likely increasing our labor costs.

RISKS SPECIFIC TO OUR COMPANY

We are highly dependent on the offshore oil and gas industry.

Approximately 60% of our 2005 operating revenue was attributable to helicopter support for domestic offshore oil and gas exploration and production companies. Our business is highly dependent on the level of activity by the oil and gas companies, particularly in the Gulf of Mexico.

The level of activity by our customers operating in the Gulf of Mexico depends on factors that we cannot control, such as:

• the supply of, and demand for, oil and natural gas and market expectations regarding supply and demand;

• actions of OPEC, and Middle Eastern and other oil producing countries, to control prices or change production levels;

• general economic conditions in the United States and worldwide;

• war, civil unrest or terrorist activities;

• governmental regulation; and

• the price and availability of alternative fuels.

Any substantial or extended decline in the prices of oil and natural gas could depress the level of helicopter activity in support of exploration and production activity and thus have a material adverse effect on our business, results of operations and financial condition.

Additionally, the shallow water Gulf of Mexico is generally considered to be a mature area for oil and gas exploration, which may result in a continuing decrease in activity over time. This could materially adversely affect our business, results of operations and financial condition. In addition, the concentrated nature of our operations subjects us to the risk that a regional event could cause a significant interruption in our operations or otherwise have a material affect on our profitability.

Moreover, companies in the oil and gas exploration and production industry continually seek to implement cost-savings measures. As part of these measures, oil and gas companies have attempted to improve operating efficiencies with respect to helicopter support services. For example, certain oil and gas companies have reduced staffing levels by using technology to permit unmanned production installations and decreased the frequency of transportation of employees offshore by increasing the lengths of shifts offshore. The continued implementation of such measures could reduce demand for helicopter services and have a material adverse effect on our business, results of operations and our financial condition.

33

We currently are negotiating a new collective bargaining agreement covering our pilots.

We have been in negotiations and mediation with the OPEIU (the Office and Professional Employees International Union, which is the union representing our domestic pilot work force), since expiration of the collective bargaining agreement May 31, 2004. On July 28, 2006, the National Mediation Board released the parties from the mediation process. As a result, a 30-day “cooling off” period commenced and expires August 28, 2006. Following the cooling off period, the Company is free to do whatever is reasonably necessary to continue operations, and the union is free to engage in job actions, including work stoppages or a general strike. Although the outcome of these negotiations cannot be predicted, it is management’s intent to continue working toward an acceptable renewed collective bargaining agreement.

We cannot predict the outcome of these negotiations nor when they might be concluded and such negotiations may result in an agreement that will materially increase our operating costs. Failure to reach a satisfactory agreement could result in work stoppages, strikes or other labor disruptions that could materially adversely affect our revenues, operations or financial condition.

We depend on a small number of large oil and gas industry customers for a significant portion of our revenues, and our credit exposure within this industry is significant.

We derive a significant amount of our revenue from a small number of major and independent oil and gas companies. For the quarter ended June 30, 2006, 19% of our revenues were attributable to our largest customer. The loss of one of our significant customers, if not offset by revenues from new or other existing customers, would have a material adverse effect on our business and operations. In addition, this concentration of customers may impact our overall credit risk in that these entities may be similarly affected by changes in economic and other conditions.

Our Chairman of the Board and Chief Executive Officer is also our principal stockholder and has voting control of the Company.

Al A. Gonsoulin, our Chairman of the Board and Chief Executive Officer, beneficially owns stock representing approximately 52% of our total voting power. As a result, he exercises control over the election of all of our directors and the outcome of most matters requiring a stockholder vote. This ownership also may delay or prevent a change in our management or a change in control of us, even if such changes would benefit our other stockholders and were supported by a majority of our other stockholders.

Our substantial indebtedness could adversely affect our financial condition and impair our ability to operate our business.

We are a highly leveraged company and, as a result, have significant debt service obligations. As of June 30, 2006, our total indebtedness was $204.0 million, including $200 million of our 7 1/8 % senior notes due 2013. On April 12, 2006, we completed the sale of 4,287,920 non-voting common shares, and then on May 1, 2006 we completed the sale of the over-allotment of shares of 578,680 non-voting common shares. These transactions resulted in an increase in shareholder equity of $160.8 million, net of expenses. We also issued $200 million of 7 1/8% Senior Notes due April 15, 2013. Proceeds of the Notes were used to retire our existing $200 million 9 3/8% Senior Notes due May 1, 2009. These transactions are discussed in more detail under “Management’s Discussion And Analysis of Financial Condition and Results of Operations — Overview” on page 17. As a result of these transactions, our debt to equity ratio at June 30, 2006 was 0.51 to 1.00, as compared to 0.85 to 1.00 at December 31, 2005.

At June 30, 2006, we had $4.0 million in borrowings and $5.1 million in letters of credit outstanding under our revolving line of credit. As of June 30, 2006, availability for borrowings under our revolving credit facility was $25.9 million.

34

Our substantial indebtedness could have significant negative consequences to us that you should consider. For example, it could:

• require us to dedicate a substantial portion of our cash flow from operations to pay principal of, and interest on, our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures or other general corporate purposes, or to carry out other aspects of our business plan;

• increase our vulnerability to general adverse economic and industry conditions and limit our ability to withstand competitive pressures;

• limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to obtain additional financing to fund future working capital, capital expenditures and other aspects of our business plan.

Our ability to meet our debt obligations and other expenses will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors, many of which we are unable to control. Our new 7 1/8% senior notes will come due in 2013. At that time, we will likely need to enter into new financing arrangements to repay those notes. We may be unable to obtain that financing on favorable terms, which could adversely affect our business, financial condition and results of operations. For more information on our indebtedness, please see the financial statements included elsewhere herein.

Our stock has a low trading volume.

Our common stock is listed for trading on The NASDAQ National Market under the symbol “PHIIK” for our non-voting common stock and “PHII” for our voting common stock. Both classes of common stock have low trading volume. As a result, a stockholder may not be able to sell shares of our common stock at the time, in the amounts, or at the price desired.

We do not pay dividends.

We have not paid any dividends on our common stock since 1999 and do not anticipate that we will pay dividends on our common stock in the foreseeable future. In addition, our ability to pay dividends is restricted by the indenture governing our 7 1/8% senior notes due 2013 and our bank credit facility.

Provisions in our articles of incorporation and bylaws and Louisiana law make it more difficult to effect a change in control of us, which could discourage a takeover of our company and adversely affect the price of our common stock.

Although an attempted takeover of our company is unlikely by virtue of the ownership by our chief executive officer of more than 50% of the total voting power of our capital stock, there are also provisions in our articles of incorporation and bylaws that may make it more difficult for a third party to acquire control of us, even if a change in control would result in the purchase of your shares at a premium to the market price or would otherwise be beneficial to you. For example, our articles of incorporation authorize our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for, or discourage, a third party to acquire us. In addition, provisions of our bylaws, such as giving the board the exclusive right to fill all board vacancies, could make it more difficult for a third party to acquire control of us.

35

In addition to the provisions contained in our articles of incorporation and bylaws, the Louisiana Business Corporation Law (“LBCL”), includes certain provisions applicable to Louisiana corporations, such as us, which may be deemed to have an anti-takeover effect. Those provisions give stockholders the right to receive the fair value of their shares of stock following a control transaction from a controlling person or group and set forth requirements relating to certain business combinations. Our descriptions of these provisions are only abbreviated summaries of detailed and complex statutes. For a complete understanding of the statutes, you should read them in their entirety.

The LBCL’s control share acquisition statute provides that any person who acquires “control shares” will be able to vote such shares only if the right to vote is approved by the affirmative vote of at least a majority of (i) all the votes entitled to be cast by stockholders and (ii) all the votes entitled to be cast by stockholders excluding “interested shares.” The control share acquisition statute permits the articles of incorporation or bylaws of a company to exclude from the statute’s application acquisitions occurring after the adoption of the exclusion. Our bylaws do contain such an exclusion; however, our board of directors or stockholders, by an amendment to our bylaws, could reverse this exclusion.

Future sales of our shares could depress the market price of our non-voting common stock.

The market price of our non-voting common stock could decline as a result of issuances and sales by us of additional shares of non-voting or voting common stock pursuant to our existing shelf registration statement or otherwise. The market price of our non-voting common stock could also decline as the result of the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

The DOJ investigation could result in criminal proceedings and the imposition of fines and penalties.

On June 15, 2005, we received a subpoena from the United States Department of Justice relating to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the Gulf of Mexico. We are cooperating fully with the investigation and believe we have provided all documents and other information required by the subpoena. We will respond to any DOJ request for further information, and will continue to cooperate with the investigation.

We cannot predict the ultimate outcome of the DOJ investigation. The outcome of the DOJ investigation and any related legal proceedings could include civil injunctive or criminal proceedings, the imposition of fines and other penalties, remedies and/or sanctions, referral to other governmental agencies and/or the payment of damages in civil litigation, any of which could have a material adverse effect on our business, financial condition and results of operations. Additionally, the cost of defending such an action or actions against us could be significant.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

The Company held its 2005 Annual Meeting of Stockholders on May 15, 2006. 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 2006 Annual Meeting of Stockholders. The number of votes cast with respect

36

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.

	Number of Votes Cast
					Broker
Name of Director	For		Withhold		Non-Vote
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
C. Russell Luigs		1,482,266		0		0
Richard H. Matzke		1,482,266		0		0
Thomas H. Murphy		1,482,266		0		0

Item 5. OTHER INFORMATION

Related Party Transaction

In June, 2006, the Company executed a lease agreement for a hangar and office facility in New Iberia, Louisiana, which is owned by Mr. Gonsoulin, our Chairman and Chief Executive Officer. These facilities replace a facility previously leased from a third party. The lease cost is $4,500 per month, which management believes is at or below a fair market rental. In addition, the Company will make certain improvements at an estimated cost of $0.5 million to accommodate its operations. The cost per square foot including the improvements is expected to be $8.80 compared to a cost of $10.91 per square foot at the prior facility.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1   (i) Amended and Restated Articles of Incorporation of the Company.

(ii) Amended and Restated By-laws of the Company (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).

4.1	First Supplemental Indenture dated April 12, 2006, among PHI, Inc., the Subsidiary Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10.1 to PHI’s Report on Form 8-K filed on April 13, 2006).
4.2	Indenture dated April 12, 2006 among PHI, Inc., the Subsidiary Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10.2 to PHI’s Report on Form 8-K filed on April 13, 2006).
4.3	Registration Rights Agreement dated April 12, 2006 (incorporated by reference to Exhibit 10.3 to PHI’s Report on Form 8-K filed on April 13, 2006).
4.4	Third Amendment to Loan Agreement dated April 12, 2006 by and among PHI, Inc., Air Evac Services, Inc., PHI Tech Services, Inc. (formerly Evangeline Airmotive, Inc.), and International Helicopter Transport, Inc. and Whitney National Bank (incorporated by reference to Exhibit 10.4 to PHI’s Report on Form 8-K filed on April 13, 2006).

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31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Al A. Gonsoulin, Chairman and Chief Executive Officer.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Michael J. McCann, Chief Financial Officer.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Al A. Gonsoulin, Chairman and Chief Executive Officer.
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Michael J. McCann, Chief Financial Officer.

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.

	PHI, Inc.
August 9, 2006	By:	/s/ Al A. Gonsoulin
	Al A. Gonsoulin
	Chairman and Chief Executive Officer
August 9, 2006	By:	/s/ Michael J. McCann
	Michael J. McCann
	Chief Financial Officer and Treasurer

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Exhibit Index

Exhibits	Description of Exhibit
3.1  (i)	Amended and Restated Articles of Incorporation of the Company.
(ii)	Amended and Restated By-laws of the Company (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).
4.1	First Supplemental Indenture dated April 12, 2006, among PHI, Inc., the Subsidiary Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10.1 to PHI’s Report on Form 8-K filed on April 13, 2006).
4.2	Indenture dated April 12, 2006 among PHI, Inc., the Subsidiary Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10.2 to PHI’s Report on Form 8-K filed on April 13, 2006).
4.3	Registration Rights Agreement dated April 12, 2006 (incorporated by reference to Exhibit 10.3 to PHI’s Report on Form 8-K filed on April 13, 2006).
4.4	Third Amendment to Loan Agreement dated April 12, 2006 by and among PHI, Inc., Air Evac Services, Inc., PHI Tech Services, Inc. (formerly Evangeline Airmotive, Inc.), and International Helicopter Transport, Inc. and Whitney National Bank (incorporated by reference to Exhibit 10.4 to PHI’s Report on Form 8-K filed on April 13, 2006).

Exhibits	Description of Exhibit
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Al A. Gonsoulin, Chairman and Chief Executive Officer.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Michael J. McCann, Chief Financial Officer.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Al A. Gonsoulin, Chairman and Chief Executive Officer.
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Michael J. McCann, Chief Financial Officer.

EX-3.1

Exhibit 3.1 (i)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
PHI, INC.
(reflecting all amendments through December 22, 2005)

ARTICLE I
Name

The name of the corporation is PHI, Inc. (the “Corporation”)

ARTICLE II
Purpose

The Corporation’s purpose is to engage in any lawful activity for which corporations may he formed under the Business Corporation Law of Louisiana.

ARTICLE III
Capital

     A. The Corporation is authorized to issue 12,500,000 shares of voting common stock, par value $.10 per share (the “Voting Common Stock”), 12,500,000 shares of non-voting common stock, par value $.10 per share (the “Non-Voting Common Stock”), and 10,000,000 shares of preferred stock, no par value per share (the “Preferred Stock”)

     B. Each share of Voting Common Stock shall entitle the holder thereof to one vote with respect to such share of Voting Common Stock on each matter properly submitted to the Corporation’s shareholders for their vote, consent, waiver, release or other action. Unless otherwise required by law, holders of the Non-Voting Common Stock shall not be entitled to any voting rights. Except with respect to voting rights, each share of Voting Common Stock and Non-Voting Common Stock shall be identical in all other respects.

     C. Shares of Preferred Stock may be issued from time to time in one or more series. Authority is hereby vested in the Corporation’s board of directors (the “Board”), subject to Article IV, to amend these articles of incorporation from time to time to fix the preferences, limitations and relative rights as among the shares of Preferred Stock, Voting Common Stock and Non-Voting Common Stock, and to establish and fix variations in the preferences, limitations and relative rights as between different series of Preferred Stock.

ARTICLE IV
Voting of Shareholders

     A. The affirmative vote of the holders of a majority of the total voting power of the Corporation shall decide any matter properly brought before a shareholders’ meeting duly organized for the transaction of business unless by express provision of law

or these Articles of Incorporation a different vote is required, in which case such express provision shall govern. Directors shall be elected by plurality vote.

     B. (1) For purposes of this paragraph B, the following terms shall have the meanings specified below:

“Beneficial Ownership,” “Beneficially Owned,” or “Beneficially Own” refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d) (1) (i) thereof) promulgated by the Securities and Exchange Commission as such rule may be amended from time to time.

“FAA” means the Federal Aviation Administration.

“Non-Citizen Owned Shares” means any issued and outstanding Voting Securities that are owned of record, Beneficially Owned, or otherwise controlled by any Person or Persons who are not United States Citizens.

“Permitted Percentage” means one percent less than the percentage of the voting interest in the Corporation that may be owned or controlled by Persons who are not United States Citizens without loss, under Section 1301(16) of Title 49 of the United States Code or any successor or other applicable law or regulation, of the United States Citizen status of the Corporation or any Subsidiary.

“Person” means any individual, corporation, partnership, trust or other entity of any nature whatsoever.

“Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation.

“United States Citizen” means any Person who is a Citizen of the United States as defined in Section 1301(16) of Title 49 of the United States Code, as in effect on the date in question, or any successor statute or regulation.

“Voting Securities” means the Voting Common Stock, any other voting stock of the Corporation, and any bonds, debentures or similar obligations granted voting rights by the Corporation.

          (2) The Corporation holds an operating certificate issued by the FAA pursuant to the regulations promulgated under the Federal Aviation Act of 1958, as amended, and the Board and shareholders deem the retention of the Corporation’s rights under such certificate to be of material importance to the Corporation. As long as the Corporation holds, or the Board deems it desirable for the Corporation to hold, its current operating certificate or any other certificate issued by the FAA pursuant to the Federal Aviation Act of 1958, as amended, and the regulations promulgated thereunder or any successor statute or regulation, it shall be the Corporation’s policy that the number of Non-Citizen Owned Shares shall not exceed the Permitted Percentage.

          (3) If at any time the voting interest of Non-Citizen Owned Shares exceeds the Permitted Percentage, then (i) the voting power otherwise attributable to each Non-Citizen Owned Share shall be immediately and automatically reduced on a pro rata basis (based on the proportion of the voting power otherwise attributable to such Non-Citizen Owned Share to the total voting power attributable to all Non-Citizen Owned Shares) without any further action by the Corporation so that the maximum number of votes that may be cast by the holders of all Non-Citizen Owned Shares shall equal the Permitted Percentage and (ii) the total voting power of any affected class or series of Voting Securities shall also be immediately and automatically reduced without any further action by the Corporation by the total number of votes by which the voting power of Non-Citizen Owned Shares of such class or series was reduced pursuant to clause (i) of this subparagraph (3).

          (4) In determining the citizenship of any Person who Beneficially Owns Voting Securities, the Corporation may rely on the Corporation’s stock transfer records and the citizenship provided by any Person shown as the Record Owner and any Person who the Corporation has reasonable cause to believe Beneficially Owns such voting securities. The Board may establish procedures to monitor the Beneficially Ownership and control of Voting Securities, to make any reasonable determination regarding the Beneficial Ownership and control of Voting Securities, and to take any actions deemed necessary or desirable to ensure that the voting interest of Non-Citizen Owned Shares does not exceed the Permitted Percentage. The Board may, but unless expressly provided otherwise is not required to, rely on any statutes, regulations, policies, procedures, rulings, or determinations of the FAA, or any successor governmental authority, in deciding the extent to which Voting Securities are Beneficially Owned or controlled by United States Citizens.

          (5) The Corporation may by notice in writing (which may be included in a proxy or ballot distributed to the Corporation’s shareholders) require any Person that is a holder of record of Voting Securities or that the Corporation has reasonable cause to believe Beneficially Owns or controls Voting Securities to certify in such manner as the Corporation shall deem appropriate (including execution of a proxy or ballot) that, to the knowledge of such Person:

     (a) all Voting Securities owned of record, Beneficially Owned, or controlled by such Person are owned and controlled only by United States Citizens; or

     (b) the number and class or series of Non-Citizen Owned Shares owned of record, Beneficially Owned, or controlled by such Person are as set forth in such certificate.

The Corporation may require any Person certifying as to the ownership or control of Voting Securities in response to clause (a) of this subparagraph (5) to provide such further information as the Corporation may reasonably request in order to implement the provisions of this paragraph B. If any Person fails to provide such certificate or other information, the Corporation may presume that all such Voting Securities are Non-Citizen Owned Shares.

     C. Special meetings of the shareholders may be called at any time by the Board or the officers of the Corporation as provided in the Corporation’s by-laws or upon the written request of any shareholder or group of shareholders holding in the aggregate at least 40% of the total voting power of the Corporation. Upon receipt of such a shareholder request, the Secretary shall call a special meeting of shareholders to be held at the registered office of the Corporation at such time as the Secretary may fix, not less than 15 nor more than 60 days after the receipt of such request, and if the Secretary shall neglect or refuse to fix such time or to give notice of the meeting, the shareholder or shareholders making the request may do so. Such request must state the specific purpose or purposes of the proposed special meeting and the business to be conducted thereat shall be limited to such purpose or purposes.

ARTICLE V
Directors

     A. The Board shall consist of such number of persons as shall be designated in the Corporation’s by-laws. No decrease in the number of directors shall shorten the term of any incumbent director.

     B. Any director absent from a meeting of the Board or any committee thereof may be represented by any other director, who may cast the vote of the absent director according to the written instructions, general or special, of the absent director.

ARTICLE VI
Limitation of Liability and Indemnification

     A. To the fullest extent permitted by the Business Corporation Law of Louisiana, no director or officer of the Corporation shall be liable to the Corporation or to its shareholders for monetary damages for breach of his fiduciary duty as a director or officer.

     B. The Board may (1) cause the Corporation to enter into contracts with directors and officers providing for the limitation of liability set forth in this Article VI and for indemnification of directors and officers to the fullest extent permitted by law, (2) adopt by-laws or resolutions providing for indemnification of directors, officers and other persons to the fullest extent permitted by law and (3) cause the Corporation to exercise the powers set forth in La.R.S. 12:83F, notwithstanding that some or all of the members of the Board acting with respect to the foregoing may be parties to such contracts or beneficiaries of such by-laws or resolutions.

     C. No amendment or repeal of any by-law or resolution relating to indemnification shall adversely affect any person’s entitlement to indemnification whose claim thereto results from conduct occurring prior to the date of such amendment or repeal.

     D. Any amendment or repeal of this Article VI shall not adversely affect any elimination or limitation of liability of a director or officer of the Corporation under this Article VI with respect to any action or inaction occurring prior to the time of such amendment or repeal.

ARTICLE VII
Reversion

     Cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’s obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided that the Board may, at any time, for any reason satisfactory to it, but need not, authorize (A) payment of the amount of any cash or property dividend or redemption price or (B) issuance of any shares, ownership of which has reverted to the Corporation pursuant to this Article VII, to the persons or entity who or which would be entitled thereto had such reversion not occurred.

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER’S
CERTIFICATION UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Al A. Gonsoulin, Chairman and Chief Executive Officer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of PHI, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2006

By: /s/ Al A. Gonsoulin
Al A. Gonsoulin
Chairman and Chief Executive Officer

EX-31.2 4 h38497exv31w2.htm CERTIFICATION PURSUANT TO SECTION 302

Exhibit 31.2

CHIEF FINANCIAL OFFICER’S
CERTIFICATION UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. McCann, Chief Financial Officer and Treasurer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PHI, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2006

By: /s/ Michael J. McCann
Michael J. McCann
Chief Financial Officer and Treasurer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER’S
CERTIFICATION UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. McCann, Chief Financial Officer and Treasurer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PHI, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2006

By: /s/ Michael J. McCann
Michael J. McCann
Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Al A. Gonsoulin, Chairman and Chief Executive Officer of PHI, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. the Quarterly Report on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (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 results of operations of the Company for the period covered by such Report.

Date: August 9, 2006

By:	/s/ Al A. Gonsoulin
	Al A. Gonsoulin
	Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Michael J. McCann, Chief Financial Officer and Treasurer of PHI, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.	the Quarterly Report on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (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 results of operations of the Company for the period covered by such Report.

Date: August 9, 2006

By:	/s/ Michael J. McCann
	Michael J. McCann
	Chief Financial Officer and Treasurer