
	CONDENSED CONSOLIDATING FINANCIAL INFORMATION – GUARANTOR SUBSIDIARIES

As discussed further in Note 4, on March 17, 2014, PHI, Inc. issued $500.0 million aggregate principal amount of 5.25% Senior Notes due 2019 that are fully and unconditionally guaranteed on a joint and several, senior basis by all of PHI, Inc.’s domestic subsidiaries. PHI, Inc. directly or indirectly owns 100% of all of its domestic subsidiaries.

The supplemental condensed financial information on the following pages sets forth, on a consolidated basis, the balance sheet, statement of operations, statement of comprehensive income, and statement of cash flows information for PHI, Inc. (“Parent Company”) the guarantor subsidiaries and the non-guarantor subsidiaries, each under separate headings. The eliminating entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenues and expenses. The condensed consolidating financial statements have been prepared on the same basis as the consolidated financial statements of PHI, Inc. The equity method is followed by the Parent Company within the financial information presented below.

The transactions reflected in “Due to/from affiliates, net” in the following condensed consolidated statements of cash flows primarily consist of centralized cash management activities between PHI, Inc. and its subsidiaries, pursuant to which cash earned by the guarantor subsidiaries is regularly transferred to PHI, Inc. to be centrally managed. Because these balances are treated as short-term borrowings of the Parent Company, serve as a financing and cash management tool to meet our short-term operating needs, turn over quickly and are payable to the guarantor subsidiaries on demand, we present borrowings and repayments with our affiliates on a net basis within the condensed consolidating statement of cash flows. Net receivables from our affiliates are considered advances and net payables to our affiliates are considered borrowings, and both changes are presented as financing activities in the following condensed consolidating statements of cash flows.

Due to the growth of our international affiliates in Trinidad and Australia which no longer qualify as minor subsidiaries under regulation S-X 210.3-10(h)6, we began reporting all of our non-guarantors subs in a separate column beginning with the quarter ended June 30, 2017. We have recast prior years financial information to conform to current year presentation.

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

(Thousands of dollars)



	December 31, 2017
	Parent Company Only (issuer)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash	$	47		$	1,072	$	7,651		$	—		$	8,770
Short-term investments	64,237			—		—			—			64,237
Accounts receivable – net	90,077			74,886		38,020			(17,004		)	185,979
Intercompany receivable	—			126,366		—			(126,366		)	—
Inventories of spare parts – net	68,737			9,049		3,095			—			80,881
Prepaid expenses	8,348			1,898		1,229			—			11,475
Deferred income taxes	—			—		—			—			—
Income taxes receivable	345			9		917			—			1,271
Total current assets	231,791			213,280		50,912			(143,370		)	352,613
Investment in subsidiaries and others	397,301			—		—			(397,301		)	—
Property and equipment – net	617,488			284,984		44,293			—			946,765
Restricted cash and investments	12,382			—		14			—			12,396
Other assets	139,754			908		(131,921		)	—			$	8,741
Deferred income tax	—			—		3,309			—			3,309
Goodwill	—			—		61,299			—			$	61,299
Intangible assets	—			—		16,723			—			16,723
Total assets	$	1,398,716		$	499,172	$	44,629		$	(540,671	)	$	1,401,846
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	28,130		$	4,636	$	21,425		$	(17,005	)	$	37,186
Accrued and other current liabilities	23,147			10,577		8,126			—			41,850
Intercompany payable	113,387			—		12,978			(126,365		)	—
Total current liabilities	164,664			15,213		42,529			(143,370		)	79,036
Long-term debt	615,994			—		—			—			615,994
Deferred income taxes and other long-term liabilities	5,404			84,300		4,458			—			94,162
Shareholders’ Equity:
Common stock and paid-in capital	309,933			77,951		1,375			(79,326		)	309,933
Accumulated other comprehensive loss	(280		)	—		—			—			(280		)
Retained earnings	303,001			321,708		(3,733		)	(317,975		)	303,001
Total shareholders’ equity	612,654			399,659		(2,358		)	(397,301		)	612,654
Total liabilities and shareholders’ equity	$	1,398,716		$	499,172	$	44,629		$	(540,671	)	$	1,401,846

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

(Thousands of dollars)



	December 31, 2016
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash	$	36		$	2,100		$	460		$	—		$	2,596
Short-term investments	289,806			—			—			—			289,806
Accounts receivable – net	71,458			62,868			3,939			—			138,265
Intercompany receivable	—			91,040			(33,136		)	(57,904		)	—
Inventories of spare parts – net	61,834			8,568			—			—			70,402
Prepaid expenses	6,990			2,184			85			—			9,259
Deferred income taxes	10,798			—			—			—			10,798
Income taxes receivable	558			(18		)	—			—			540
Total current assets	441,480			166,742			(28,652		)	(57,904		)	521,666
Investment in subsidiaries	353,160			—			—			(353,160		)	—
Property and equipment – net	589,104			294,197			20,676			—			903,977
Restricted investments	13,023			—			15			—			13,038
Other assets	8,660			1,099			—			—			9,759
Total assets	$	1,405,427		$	462,038		$	(7,961	)	$	(411,064	)	$	1,448,440
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	22,744		$	5,822		$	138		$	—		$	28,704
Accrued liabilities	18,725			9,418			203			—			28,346
Intercompany payable	57,904			—			—			(57,904		)	—
Total current liabilities	99,373			15,240			341			(57,904		)	57,050
Long-term debt	631,247			—			—			—			631,247
Deferred income taxes and other long-term liabilities	75,029			85,336			—			—			160,365
Shareholders’ Equity:
Common stock and paid-in capital	305,815			77,951			1,240			(79,191		)	305,815
Accumulated other comprehensive loss	(478		)	—			—			—			(478		)
Retained earnings	294,441			283,511			(9,542		)	(273,969		)	294,441
Total shareholders’ equity	599,778			361,462			(8,302		)	(353,160		)	599,778
Total liabilities and shareholders’ equity	$	1,405,427		$	462,038		$	(7,961	)	$	(411,064	)	$	1,448,440

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Thousands of dollars)



	For the year ended December 31, 2017
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues, net	$	310,449		$	262,229		$	23,871		$	(17,004	)	$	579,545
Expenses:
Direct expenses	326,152			212,691			24,860			(17,004		)	546,699
Selling, general, and administrative expenses	41,134			12,462			221			—			53,817
Total operating expenses	367,286			225,153			25,081			(17,004		)	600,516
Loss on disposition of assets, net	300			(2		)	—			—			298
Impairment of assets	368			—			—			—			368
Equity in loss of unconsolidated affiliate	1,021			—			(636		)	—			385
Operating (loss) income	(58,526		)	37,078			(574		)	—			(22,022		)
Equity in net earnings of consolidated subsidiaries	(38,553		)	—			—			38,553			—
Interest expense	32,161			22			—			—			32,183
Other income, net	(2,757		)	(2		)	(5		)	—			(2,764		)
	(9,149		)	20			(5		)	38,553			29,419
(Loss) earnings before income taxes	(49,377		)	37,058			(569		)	(38,553		)	(51,441		)
Income tax (benefit) expense	(56,909		)	(1,138		)	(926		)	—			(58,973		)
Net earnings (loss)	$	7,532		$	38,196		$	357		$	(38,553	)	$	7,532
	For the year ended December 31, 2016
	Parent						Non-
	Company			Guarantor			Guarantor
	Only (issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating revenues, net	$	339,829		$	293,329		$	940		$	—		$	634,098
Expenses:
Direct expenses	347,532			237,635			7,383			—			592,550
Selling, general, and administrative expenses	32,911			10,984			541			(18		)	44,418
Total operating expenses	380,443			248,619			7,924			(18		)	636,968
Gain on disposition of assets, net	(3,350		)	—			—			—			(3,350		)
Impairment of assets	407			—			—			—			407
Equity in profit of unconsolidated affiliate	(151		)	—			—			—			(151		)
Operating (loss) income	(37,520		)	44,710			(6,984		)	18			224
Equity in net earnings of consolidated subsidiaries	(22,182		)	—			—			22,182			—
Interest expense	30,585			46			13			—			30,644
Other income, net	(3,284		)	(5		)	—			18			(3,271		)
	5,119			41			13			22,200			27,373
(Loss) earnings before income taxes	(42,639		)	44,669			(6,997		)	(22,182		)	(27,149		)
Income tax (benefit) expense	(15,959		)	15,490			—			—			(469		)
Net (loss) earnings	$	(26,680	)	$	29,179		$	(6,997	)	$	(22,182	)	$	(26,680	)

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Thousands of dollars)



	For the year ended December 31, 2015
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues, net	$	476,969		$	327,259		$	—		$	—		$	804,228
Expenses:
Direct expenses	426,239			259,198			1,631			(18		)	687,050
Selling, general, and administrative expenses	35,694			10,577			151			—			46,422
Total operating expenses	461,933			269,775			1,782			(18		)	733,472
Loss on disposition of assets, net	339			—						—			339
Equity in loss of unconsolidated affiliate	306			—						—			306
Operating income	14,391			57,484			(1,782		)	18			70,111
Equity in net earnings of consolidated subsidiaries	(31,225		)	—			—			31,225			—
Interest expense	28,946			120			—			—			29,066
Other income, net	(2,222		)	(7		)	—			18			(2,211		)
	(4,501		)	113			—			31,243			26,855
Earnings before income taxes	18,892			57,371			(1,782		)	(31,225		)	43,256
Income tax (benefit) expense	(8,032		)	(24,364		)	—			—			16,332
Net earnings	$	26,924		$	33,007		$	(1,782	)	$	(31,225	)	$	26,924

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)



	For the year ended December 31, 2017
	Parent Company Only			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net earnings	$	7,532		$	38,196	$	357		$	(38,553	)	$	7,532
Unrealized gain on short-term investments	310			—		—			—			310
Changes in pension plan assets and benefit obligations	(3		)	—		—			—			(3		)
Tax effect	(109		)	—		—			—			(109		)
Total comprehensive income	$	7,730		$	38,196	$	357		$	(38,553	)	$	7,730
	For the year ended December 31, 2016
	Parent					Non-
	Company			Guarantor		Guarantor
	Only			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net (loss) earnings	$	(26,680	)	$	29,179	$	(6,997	)	$	(22,182	)	$	(26,680	)
Unrealized gain on short-term investments	241			—		—			—			241
Changes in pension plan assets and benefit obligations	(39		)	—		—			—			(39		)
Tax effect	(113		)	—		—			—			(113		)
Total comprehensive (loss) income	$	(26,591	)	$	29,179	$	(6,997	)	$	(22,182	)	$	(26,591	)
	For the year ended December 31, 2015
	Parent					Non-
	Company			Guarantor		Guarantor
	Only			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net earnings	$	26,924		$	33,007	$	(1,782	)	$	(31,225	)	$	26,924
Unrealized loss on short-term investments	(641		)	—		—			—			(641		)
Other unrealized gain	24			—		—			—			24
Changes in pension plan assets and benefit obligations	7			—		—			—			7
Tax effect	254			—		—			—			254
Total comprehensive income	$	26,568		$	33,007	$	(1,782	)	$	(31,225	)	$	26,568

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(Thousands of dollars)



	For the year ended December 31, 2017
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(62,581	)	$	40,628		$	2,850	$	—	$	(19,103	)
Investing activities:
Purchase of property and equipment	(56,757		)	—			—		—		(56,757		)
Proceeds from asset dispositions	1,296			—			—		—		1,296
Purchase of short-term investments	(637,980		)	—			—		—		(637,980		)
Proceeds from sale of short-term investments	862,942			—			—		—		862,942
Payments of deposits on aircraft	—			—			—		—		—
Loan to unconsolidated affiliate	—			—			—		—		—
Loan to third party	(824		)	—			—		—		(824		)
Business acquisitions and investments, net of cash	(130,788		)	—			4,144		—		(126,644		)
Net cash provided by investing activities	37,889			—			4,144		—		42,033
Financing activities:
Repurchase of common stock	(256		)	—			—		—		(256		)
Proceeds on line of credit	152,150			—			—		—		152,150
Payments on line of credit	(168,650		)	—			—		—		(168,650		)
Due to/from affiliate, net	41,459			(41,656		)	197		—		—
Net cash (used in) provided by financing activities	24,703			(41,656		)	197		—		(16,756		)
Increase (decrease) in cash	11			(1,028		)	7,191		—		6,174
Cash, beginning of year	36			2,100			460		—		2,596
Cash, end of year	$	47		$	1,072		$	7,651	$	—	$	8,770

(1) Net of the effect of business acquisitions.

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(Thousands of dollars)



	For the year ended December 31, 2016
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated


Net cash (used in) by operating activities	$	(46,738	)	$	52,873		$	(6,699	)	$	—	$	(564	)
Investing activities:
Purchase of property and equipment	(81,484		)	—			(358		)	—		(81,842		)
Proceeds from asset dispositions	14,983			—			—			—		14,983
Purchase of short-term investments	(321,453		)	—			—			—		(321,453		)
Proceeds from sale of short-term investments	316,543			—			—			—		316,543
Payments of deposits on aircraft	(2,249		)	—			—			—		(2,249		)
Loan to unconsolidated affiliate	(1,200		)	—			—			—		(1,200		)
Net cash used in investing activities	(74,860		)	—			(358		)	—		(75,218		)
Financing activities:
Repurchase of common stock	(529		)	—			—			—		(529		)
Proceeds on line of credit	264,700			—			—			—		264,700
Payments on line of credit	(188,200		)	—			—			—		(188,200		)
Due to/from affiliate, net	45,617			(52,445		)	6,828			—		—
Net cash provided by (used in) financing activities	121,588			(52,445		)	6,828			—		75,971
(Decrease) increase in cash	(10		)	428			(229		)	—		189
Cash, beginning of year	46			1,672			689			—		2,407
Cash, end of year	$	36		$	2,100		$	460		$	—	$	2,596

PHI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(Thousands of dollars)



	For the year ended December 31, 2015
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
	Parent Company Only (issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	60,241		$	78,507		$	(4,830	)	$	—	$	133,918
Investing activities:
Purchase of property and equipment	(57,123		)	—			—			—		(57,123		)
Proceeds from asset dispositions	5,236			—			—			—		5,236
Purchase of short-term investments	(608,649		)	—			—			—		(608,649		)
Proceeds from sale of short-term investments	505,966			—			—			—		505,966
Payments of deposits on aircraft	(1,273		)	—			—			—		(1,273		)
Refunds of deposits on aircraft	6,010			—			—			—		6,010
Net cash used in investing activities	(149,833		)	—			—			—		(149,833		)
Financing activities:
Repurchase of common stock	(2,448		)	—			—			—		(2,448		)
Proceeds on line of credit	232,660			—			—			—		232,660
Payments on line of credit	(218,160		)	—			—			—		(218,160		)
Due to/from affiliate, net	77,535			(82,801		)	5,266			—		—
Net cash provided by (used in) financing activities	89,587			(82,801		)	5,266			—		12,052
Decrease in cash	(5		)	(4,294		)	436			—		(3,863		)
Cash, beginning of year	51			5,966			253			—		6,270
Cash, end of year	$	46		$	1,672		$	689		$	—	$	2,407