Condensed Consolidating Financial Information - Guarantor Subsidiaries | 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor Non- 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 |