Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 8, 2015 (December 7, 2015)

Commission File Number: 001-36261

CHC GROUP LTD.

(Exact name of registrant as specified in its charter)




Cayman Islands				98-0587405
(State or other jurisdiction of incorporation)				(I.R.S. Employer Identification No.)

190 Elgin Avenue
George Town, KY1-9005
Cayman Islands

(Address of principal executive offices, including zip code)

(604) 276-7500
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On December 8, 2015, CHC Group Ltd. (“CHC”) issued a press release announcing its financial results for the second quarter of fiscal year 2016, which ended October 31, 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 9, 2015, CHC will conduct a properly noticed conference call to discuss its results of operations for the second quarter and to answer questions raised by the call’s participants. The conference call will be held at 8 a.m. Eastern Time and can be accessed via www.chc.ca/presentations. Analysts wishing to participate in the call are invited to dial into and register for the call at (877) 407-0778 (toll free) or (201) 689-8565 (international), using Conference ID 13624870.

Participants are encouraged to dial in 15 minutes before the start of the conference call to secure a line. To view a webcast of the slides, please visit the Investor Relations section of CHC’s website at www.chc.ca/presentations. An archived replay of the conference call will be available at the Investor Relations section of CHC’s website at www.chc.ca/presentations. A copy of the slide presentation to be used on the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 7, 2015, CHC held an extraordinary general meeting of its shareholders (the “Extraordinary Meeting”) where shareholders voted on a proposal to authorize the board of directors of CHC (the “Board”) to effect a reverse share split by way of consolidation of all of CHC’s ordinary shares, if and when the Board resolves to do so prior to October 1, 2016, at a ratio to be determined by the Board to be sufficient to cause the trading price of CHC’s ordinary shares to be between $10.50 and $14.50 based on the then trading value (the “Reverse Share Split Proposal”). For more details regarding the proposal, see CHC’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on October 26, 2015 (the “Proxy Statement”).

The Reverse Share Split Proposal was approved by CHC’s shareholders, based on the presence in person or by proxy of holders of 149,791,461 of the 162,805,643 shares entitled to vote, as follows:



For	Against	Abstain
149,145,576	574,993	70,892

As previously disclosed in a Current Report on Form 8-K filed by CHC with the SEC on December 1, 2015 (the “Report”), now that shareholder approval has been received, the Company plans to effect, subject to final approval by the Board on December 10, 2015, a reverse share split whereby each 30 ordinary shares (issued and unissued) of a nominal or par value of $0.0001 would be converted to 1 ordinary share of a nominal or par value of $0.003. The reverse share split is scheduled to become effective as of the open of trading on the New York Stock Exchange on December 11, 2015, subject to final Board

approval. For more information regarding the reverse share split, please refer to the Proxy Statement, the Report or the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

This information, and the information provided under Item 2.02 and Item 7.01, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

Cautionary Note on Forward Looking Statements:

This Form 8-K (including Exhibits 99.1 and 99.2) contains forward-looking statements and information within the meaning of certain securities laws, including the “safe harbor” provision of the United States Private Securities Litigation Reform Act of 1995, the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended and other applicable securities legislation. All statements, other than statements of historical fact included in this Form 8-K, regarding our strategy, future operations, projections, conclusions, forecasts and other statements are “forward-looking statements”. While these forward-looking statements represent our best current judgment, actual results could differ materially from the conclusions, forecasts or projections contained in the forward-looking statements. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection in the forward-looking information contained herein. Such factors include: volatility in the oil and gas sector generally, and the potential impact of such volatility on offshore exploration and production, particularly on demand for offshore transportation services, competition in the markets we serve, our ability to secure and maintain long-term support contracts, our ability to maintain standards of acceptable safety performance, exchange rate fluctuations, political, economic, and regulatory uncertainty, problems with our non-wholly owned entities, including potential conflicts with the other owners of such entities, exposure to credit risks, our ability to continue funding our working capital requirements, our ability to remain in compliance with the New York Stock Exchange listing standards including standards that are subject to its sole discretion, risks associated with the anticipated implementation of the reverse share split, risks inherent in the operation of helicopters, unanticipated costs or cost increases associated with our business operations, trade industry exposure, inflation, ability to continue maintaining government issued licenses, necessary aircraft or insurance, loss of key personnel, work stoppages due to labor disputes, and future material acquisitions or dispositions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. CHC disclaims any intentions or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to our annual report on Form 10-K and quarterly reports on Form 10-Q, and our other filings, in particular any discussion of risk factors or forward-looking statements, which are filed with the SEC and available free of charge at the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any estimates or forward-looking statements made herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description
99.1	Press release issued by CHC Group Ltd., dated December 8, 2015
99.2	Investor Presentation by CHC Group Ltd.

SIGNATURE

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 hereunto duly authorized.

Date: December 8, 2015



	/s/ Nicolas Stable
	Name: Nicolas Stable
	Title: Authorized Signatory

EXHIBIT INDEX



Exhibit No.	Description
99.1	Press release issued by CHC Group Ltd., dated December 8, 2015
99.2	Investor Presentation by CHC Group Ltd.

CHC GROUP REPORTS FISCAL 2016 SECOND QUARTER RESULTS


•	Continued execution of cost reduction program significantly offsets market headwinds


•	Net loss of $42 million in quarter resulting from relatively flat Adjusted EBITDAR, excluding special items, year-over-year


•	Adjusted EBITDAR margin, excluding special items, improved 720 basis points year-over-year

December 8, 2015 – Vancouver, British Columbia, Canada – CHC Group (NYSE: HELI; the “Company”) reported fiscal 2016 second quarter (ended October 31, 2015) consolidated revenue of $361 million, a decline of 21 percent year-over-year driven by unfavorable currency translation effects and continued challenges in the global oil and gas market. On a constant currency basis, revenue decreased 13 percent versus the prior year quarter.

The Company reported a net loss of $42 million, or $0.68 per ordinary share, for the fiscal 2016 second quarter. Excluding special items, Adjusted EBITDAR (earnings before interest, taxes, depreciation, amortization and helicopter lease and other costs) of $124 million was relatively flat year-over-year, reflecting the Company's continued focus on and execution of cost control initiatives. On a constant currency basis, Adjusted EBITDAR, excluding special items, was up modestly year-over-year. Adjusted EBITDAR margin, excluding special items, was 37.3 percent, an increase of 720 basis points year-over-year, resulting from continued execution of our cost control initiatives as well as the impact of foreign exchange. On a year-to-date basis, Adjusted EBITDAR margin, excluding special items, of 35.0 percent reflected an improvement of 670 basis points year-over-year.

The Company had a fiscal 2016 second quarter adjusted net loss of $20 million. Quarterly adjustments included, but were not limited to, a $16 million restructuring charge related to lease and other contractual costs on certain leased helicopters as well as further employee severance costs.



(Periods ended October 31; US$ in millions)	Second Quarter							Year-to-date
(Periods ended October 31; US$ in millions)	FY15			FY16			% Change	FY15			FY16			% Change
As reported:
Revenue	$	458		$	361		(21)%	$	919		$	737		(20)%
Net loss	(177		)	(42		)	76%	(211		)	(89		)	58%
Adjusted¹:
EBITDAR excluding special items²	125			124			—%	237			238			1%
EBITDAR margin excluding special items³	30.1		%	37.3		%	720bps	28.3		%	35.0		%	670bps
Net loss⁴	(25		)	(20		)	19%	(62		)	(54		)	13%


1.	See a description of non-GAAP financial measures and reconciliation to comparable GAAP measures later in this document.


2.	Corporate transaction and other costs were excluded from EBITDAR. Please see a description of non-GAAP financial measures and reconciliation to comparable GAAP measures later in this document.


3.	Adjusted EBITDAR margin, excluding special items, is calculated as Adjusted EBITDAR, excluding special items, divided by total revenue less reimbursable revenue. Operating revenue in fiscal 2015 second quarter was $414 million and in fiscal 2016 second quarter was $333 million. Operating revenue in fiscal 2015 year-to-date was $835 million and in fiscal 2016 year-to-date was $680 million.


4.	Adjusted net loss excludes corporate transaction and other costs, asset dispositions, asset impairments, restructuring expense, debt extinguishment, the revaluation of our derivatives and foreign-exchange gain (loss), and net income or loss attributable to non-controlling interests.

Karl Fessenden, President and Chief Executive Officer:

"As we navigate through the current market downturn, we remain laser focused on achieving cost savings, improving capital efficiency, and leveraging and growing our strong customer and OEM relationships. In the fiscal 2016 second quarter, excluding special items and the impact of foreign exchange, we reduced operating expenses at the Adjusted EBITDAR level by approximately $60 million on a year-over-year basis, driving a 720 basis point margin improvement. In the first half of 2016, operating expenses at the Adjusted EBITDAR level were reduced approximately $110 million year-over-year. While we remain confident in the long term fundamentals of the offshore market, the market's expectation of the timing of recovery has extended. As a result, we are planning for a prolonged downturn as we manage through the current operating environment."

Lee Eckert, Chief Financial Officer:

"For the first six months of fiscal 2016, our free cash flow was a use of $147 million, an improvement of $62 million versus the prior year-to-date reflecting a reduction in investing activities as we focus on capital efficiency and control spend. Our liquidity of $473 million remains strong, and we continue to focus on opportunities to reduce our cost base and improve capital efficiency, productivity and commercial excellence."

BUSINESS SEGMENTS

Helicopter Services (flying)

Helicopter Services revenue for the fiscal 2016 second quarter was $325 million, a decline of 22 percent. On a constant currency basis, the decline was 14 percent, driven by lower flying activity and lower reimbursable revenue. Adjusted EBITDAR for the segment was $134 million, a decline of 3 percent mostly due to the impact of foreign exchange. Adjusted EBITDAR margin for the segment was 45.1 percent, an increase of approximately 810 basis points compared to the prior year quarter reflecting the positive impact of foreign exchange and cost saving initiatives.

Heli-One (MRO)

Heli-One’s third-party revenue for the fiscal 2016 second quarter was $36 million, a decline of 13 percent compared to the prior year quarter primarily due to the impact of foreign exchange. On a constant currency basis, revenue decreased 4 percent year-over-year. Adjusted EBITDAR was $6 million, a decrease of $2 million and Adjusted EBITDAR margin was 11.8 percent, an increase of 140 basis points compared to the prior year quarter.

FREE CASH FLOW, LEVERAGE, LIQUIDITY AND COMMITMENTS

Free cash flow through the first half of fiscal 2016 was a use of $147 million, an improvement of $62 million over the prior year, driven by a reduction in aircraft related capital expenditures due to capital efficiency measures taken.

The Company ended the fiscal 2016 second quarter with an adjusted leverage ratio of 5.1x, which was relatively flat on the prior quarter.

The Company ended the quarter with $473 million in liquidity as defined under “Non-GAAP Measures” below. This includes $131 million in undrawn capacity under the asset-based revolving

credit facility following the $14 million draw during the quarter. Operating cash flow for the first six months of fiscal 2016 was a use of $27 million, which compared to a use of $26 million in the same period in the prior year.

Fiscal 2016 to date bond repurchases of $41 million represent annualized interest savings of approximately $4 million.

Following the reduction in aircraft purchase commitments announced at the time of the fiscal 2016 first quarter earnings, we have remaining firm aircraft purchase commitments of $258 million of which $30 million are in fiscal 2016.

REVERSE SHARE SPLIT OF ORDINARY SHARES

On December 7, 2015, the Company’s shareholders approved a proposal to authorize the Board of Directors ("the Board”) to effect a reverse share split of the Company’s ordinary shares by way of consolidation. As previously announced on December 1, 2015, the Company plans to implement a reverse share split, to become effective as of the open of trading on the New York Stock Exchange on December 11, 2015, whereby each 30 ordinary shares (issued and unissued), of a nominal or par value of $0.0001, would be converted to 1 ordinary share of a nominal or par value of $0.003, subject to final approval by the Board on December 10, 2015. For additional information regarding the reverse share split, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on December 1, 2015 and the Company’s definitive proxy statement filed with the SEC on October 26, 2015.

CONFERENCE CALL

On Wednesday, December 9, 2015, the Company will hold its quarterly results call at 8 a.m. (Eastern Time). The call will also be audio webcast at www.chc.ca/presentations.

Presentation material accompanying the release will be posted to the Company's website before the call begins. Analysts only are invited to dial into and register for the call at 877-407-0778 (toll free) or 201-689-8565 (International), using Conference ID 13624870.

#####

ABOUT CHC

CHC Helicopter is a leader in enabling customers to go further, do more and come home safely, including oil and gas companies, government search-and-rescue agencies and organizations requiring helicopter maintenance, repair and overhaul services through the Heli-One segment. The Company has a fleet of more than 220 aircraft and operates on six continents.

#####

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of certain securities laws, including the “safe harbor” provision of the United States Private Securities Litigation Reform Act of 1995, the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended and other

applicable securities legislation. All statements, other than statements of historical fact included in this press release, regarding as well as, our strategy, future operations, projections, conclusions, forecasts and other statements are “forward-looking statements”. While these forward-looking statements represent our best current judgment, actual results could differ materially from the conclusions, forecasts or projections contained in the forward-looking statements. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection in the forward-looking information contained herein. Such factors include: volatility in the oil and gas sector generally, and the potential impact of such volatility on offshore exploration and production, particularly on demand for offshore transportation services, competition in the markets we serve, our ability to secure and maintain long-term support contracts, our ability to maintain standards of acceptable safety performance, exchange rate fluctuations, political, economic, and regulatory uncertainty, problems with our non-wholly owned entities, including potential conflicts with the other owners of such entities, exposure to credit risks, our ability to continue funding our working capital requirements, our ability to remain in compliance with the New York Stock Exchange listing standards including standards that are subject to its sole discretion, risks associated with the anticipated implementation of the reverse share split, risks inherent in the operation of helicopters, unanticipated costs or cost increases associated with our business operations, trade industry exposure, inflation, ability to continue maintaining government issued licenses, necessary aircraft or insurance, loss of key personnel, work stoppages due to labor disputes, and future material acquisitions or dispositions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. The Company disclaims any intentions or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to our annual report on Form 10-K and quarterly reports on Form 10-Q, and our other filings, in particular any discussion of risk factors or forward-looking statements, which are filed with the SEC and available free of charge at the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any estimates or forward-looking statements made herein.

Contact Information



INVESTORS		MEDIA
Laura Campbell		Susan Gordon
Director, Investor Relations		Senior Director, Global Communications
+1.604.232.7316		+1.214.262.7384
laura.campbell@chc.ca		susan.gordon@chc.ca

Non-GAAP Financial Measures:

This press release includes non-GAAP financial measures that are not required by, or presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), including:


•	net loss adjusted to exclude corporate transaction and other costs, asset dispositions, asset impairments, restructuring expense, debt extinguishment, the revaluation of our derivatives and foreign-exchange gain (loss), and net income or loss attributable to non-controlling interests ("adjusted net loss");

•

earnings before interest, taxes, depreciation, amortization, helicopter lease and associated costs, restructuring expense, asset impairments, gain (loss) on disposal of assets, foreign exchange gain (loss) and other financing income (charges) or total revenue plus earnings from equity accounted investees less direct costs, excluding helicopter lease and associated costs, and general and administration expenses (“Adjusted EBITDAR”);


•	Adjusted EBITDAR, excluding special items, which is Adjusted EBITDAR excluding corporate transaction and other costs;


•	Adjusted EBITDAR margin, which is Adjusted EBITDAR divided by total revenue less reimbursable revenue;


•	Adjusted EBITDAR margin, excluding special items, which is Adjusted EBITDAR, excluding special items, divided by total revenue less reimbursable revenue;


•	Adjusted net loss per ordinary share, which is calculated by dividing adjusted net loss available to common stockholders by the weighted average number of ordinary shares outstanding;


•	free cash flow, which is calculated as net cash provided by or used in operating activities less capital expenditures;


•	liquidity, which is calculated as cash and cash equivalents plus available borrowings under our credit facilities and the undrawn capacity of the asset-based revolving credit facility; and


•	Adjusted leverage ratio, which is Adjusted net debt divided by the trailing twelve months Adjusted EBITDAR, excluding special items.

These non-GAAP measures are not performance measures under GAAP and should not be considered as alternatives to net earnings (loss) or any other performance or liquidity measures derived in accordance with GAAP. In addition, these measures may not be comparable to similarly titled measures of other companies. CHC has provided a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure below.

CHC has chosen to include Adjusted net loss and Adjusted net loss per share as we consider these to be useful measures of our results before adjustments such as asset impairments, gain or loss on the disposal of assets and foreign exchange gains or losses. We have chosen to include Adjusted EBITDAR and Adjusted EBITDAR, excluding special items, Adjusted EBITDAR margin, and Adjusted EBITDAR margin, excluding special items, as we consider these measures to be significant indicators of our financial performance and we use these measures to assist us in allocating available capital resources. We have chosen to include the adjusted leverage ratio and free cash flow as we consider these to be useful measures of our financial condition and results. CHC has provided liquidity to demonstrate the financial flexibility that we have from period to period. CHC has provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure below and has presented a detailed discussion of its reasons for including non-GAAP financial measures and the limitations associated with those measures as part of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K. CHC encourages investors to review the reconciliation and the non-GAAP discussion in conjunction with our presentation of these non-GAAP financial measures.

Consolidated Statements of Operations

(Expressed in thousands of United States dollars except share and per share information)

(Unaudited)



	Three months ended						Six months ended
	October 31, 2014			October 31, 2015			October 31, 2014			October 31, 2015
Operating revenue	$	414,400		$	332,795		$	835,474		$	679,823
Reimbursable revenue	43,822			27,958			83,396			56,867
Revenue	458,222			360,753			918,870			736,690
Operating expenses:
Direct costs	(378,718		)	(287,380		)	(773,265		)	(601,550		)
Earnings from equity accounted investees	1,379			1,338			4,056			2,771
General and administration costs	(22,689		)	(18,097		)	(44,351		)	(34,453		)
Depreciation	(33,153		)	(35,537		)	(66,878		)	(75,818		)
Restructuring expense	—			(16,211		)	—			(35,590		)
Asset impairments	(146,131		)	(10,459		)	(146,406		)	(10,459		)
Loss on disposal of assets	(2,619		)	(1,419		)	(7,878		)	(2,406		)
	(581,931		)	(367,765		)	(1,034,722		)	(757,505		)
Operating loss	(123,709		)	(7,012		)	(115,852		)	(20,815		)
Interest on long-term debt	(34,715		)	(27,286		)	(69,587		)	(54,232		)
Foreign exchange loss	(13,279		)	(9,551		)	(8,371		)	(19,630		)
Other financing income (charges)	2,188			5,827			(2,137		)	15,921
Loss before income tax	(169,515		)	(38,022		)	(195,947		)	(78,756		)
Income tax expense	(7,225		)	(3,942		)	(15,112		)	(9,850		)
Net loss	$	(176,740	)	$	(41,964	)	$	(211,059	)	$	(88,606	)
Net earnings (loss) attributable to:
Controlling interest	$	(183,582	)	$	(44,116	)	$	(225,682	)	$	(97,478	)
Non-controlling interests	6,842			2,152			14,623			8,872
Net loss	$	(176,740	)	$	(41,964	)	$	(211,059	)	$	(88,606	)

Net loss per ordinary share available to common stockholders:
Net loss attributable to controlling interest	$	(183,582	)	$	(44,116	)	$	(225,682	)	$	(97,478	)
Redeemable convertible preferred share dividends	(27		)	(13,608		)	(27		)	(26,932		)
Adjustment of redeemable non-controlling interest to redemption amount	(31,213		)	2,154			(31,213		)	18,530
Net loss available to common stockholders	$	(214,822	)	$	(55,570	)	$	(256,922	)	$	(105,880	)

Net loss per ordinary share available to common stockholders - basic and diluted¹	$	(2.67	)	$	(0.68	)	$	(3.19	)	$	(1.30	)

Weighted average number of ordinary shares outstanding - basic and diluted	80,599,164			81,507,978			80,564,925			81,441,891

(1) Net loss per ordinary share is calculated by dividing net loss available to common stockholders by the weighted average number of ordinary shares outstanding - basic and diluted.

Consolidated Balance Sheets

(Expressed in thousands of United States dollars)

(Unaudited)



	April 30, 2015			October 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	134,297		$	68,392
Receivables, net of allowance for doubtful accounts of $1.7 million and $2.9 million, respectively	241,624			211,143
Income taxes receivable	14,191			15,823
Deferred income tax assets	416			48
Inventories	117,748			101,271
Prepaid expenses	28,742			29,470
Other assets	67,870			65,132
	604,888			491,279
Property and equipment, net	951,554			955,758
Investments	33,293			35,407
Intangible assets	169,598			163,764
Restricted cash	19,333			24,982
Other assets	458,156			478,558
Deferred income tax assets	1,333			1,616
Assets held for sale	13,424			7,060
	$	2,251,579		$	2,158,424
Liabilities and Shareholders' Deficit
Current liabilities:
Payables and accruals	$	275,944		$	252,300
Deferred revenue	40,949			39,140
Income taxes payable	42,000			40,037
Deferred income tax liabilities	43			115
Current facility secured by accounts receivable	43,379			48,033
Other liabilities	102,100			89,578
Current portion of long-term debt obligations	3,624			19,878
	508,039			489,081
Long-term debt obligations	1,215,655			1,284,070
Deferred revenue	64,387			60,028
Other liabilities	273,274			255,868
Deferred income tax liabilities	8,927			8,951
Total liabilities	2,070,282			2,097,998
Redeemable non-controlling interests	16,940			17,674
Redeemable convertible preferred shares	589,823			616,326
Capital stock	8			8
Additional paid-in capital	1,961,007			1,954,884
Deficit	(2,070,254		)	(2,167,732		)
Accumulated other comprehensive loss	(316,227		)	(360,734		)
	(425,466		)	(573,574		)
	$	2,251,579		$	2,158,424

Consolidated Statements of Cash Flows

(Expressed in thousands of United States dollars)

(Unaudited)



	Six months ended
	October 31, 2014			October 31, 2015
Cash provided by (used in):
Operating activities:
Net loss	$	(211,059	)	$	(88,606	)
Adjustments to reconcile net loss to cash flows provided by (used in) operating activities:
Depreciation	66,878			75,818
Loss on disposal of assets	7,878			2,406
Asset impairments	146,406			10,459
Earnings from equity accounted investees less dividends received	(1,808		)	(2,186		)
Deferred income taxes	639			185
Non-cash stock-based compensation expense	5,557			1,850
Net loss (gain) on debt extinguishment	7,444			(17,799		)
Amortization of long-term debt and lease deferred financing costs	5,108			5,003
Unrealized net gain on derivative financial instruments	(19,734		)	(19,925		)
Non-cash defined benefit pension income	(396		)	(343		)
Defined benefit contributions and benefits paid	(27,072		)	(16,429		)
Unrealized loss on foreign currency exchange translation	3,720			18,544
Other	(7,002		)	(6,967		)
Change in cash resulting from changes in operating assets and liabilities
Receivables, net of allowance	8,552			18,555
Income taxes receivable and payable	(1,223		)	985
Inventories	(9,633		)	(2,088		)
Prepaid expenses	(2,899		)	(829		)
Payables and accruals	(17,306		)	(8,325		)
Deferred revenue	14,144			3,501
Other assets and liabilities	5,518			(705		)
Cash used in operating activities	(26,288		)	(26,896		)
Financing activities:
Sold interest in accounts receivable, net of collections	(11,826		)	8,305
Net proceeds from issuance of redeemable convertible preferred shares	110,194			—
Long-term debt proceeds	325,000			326,400
Long-term debt repayments	(327,228		)	(215,748		)
Redemption and repurchases of senior secured notes	(70,620		)	—
Redemption and repurchases of senior unsecured notes	—			(22,101		)
Increase in deferred financing costs	—			(4,868		)
Distribution paid to non-controlling interest	(8,500		)	—
Cash provided by financing activities	17,020			91,988
Investing activities:
Property and equipment additions	(247,742		)	(106,952		)
Proceeds from disposal of property and equipment	102,554			28,470
Helicopter deposits net of lease inception refunds	(25,610		)	(32,607		)
Restricted cash	(11,735		)	(8,736		)
Cash used in investing activities	(182,533		)	(119,825		)
Effect of exchange rate changes on cash and cash equivalents	(2,809		)	(11,172		)
Change in cash and cash equivalents during the period	(194,610		)	(65,905		)
Cash and cash equivalents, beginning of period	302,522			134,297
Cash and cash equivalents, end of period	$	107,912		$	68,392

Segment Performance

(Expressed in thousands of United States dollars)

(Unaudited)

Segment Third-party Revenue



	Three months ended				Six months ended
	October 31, 2014		October 31, 2015		October 31, 2014		October 31, 2015
Helicopter Services operating revenue	$	373,369	$	296,921	$	757,506	$	608,512
Reimbursable revenue	43,822		27,958		83,396		56,867
Helicopter Services total external revenue	417,191		324,879		840,902		665,379
Heli-One external revenue	41,031		35,874		77,968		71,311
Consolidated external revenue	$	458,222	$	360,753	$	918,870	$	736,690

EBITDAR Summary



	Three months ended						Six months ended
	October 31, 2014			October 31, 2015			October 31, 2014			October 31, 2015
Helicopter Services	$	138,026		$	133,823		$	264,827		$	255,066
Heli-One	8,035			6,243			13,311			13,607
Corporate and other	(22,689		)	(18,097		)	(44,351		)	(34,453		)
Inter-segment eliminations	(640		)	(2,074		)	(659		)	(2,807		)
Adjusted EBITDAR¹	$	122,732		$	119,895		$	233,128		$	231,413

(1) See a description of non-GAAP financial measures under "Non-GAAP Financial Measures" and reconciliation to comparable GAAP measures below.

EBITDAR - Non-GAAP Reconciliation

(Expressed in thousands of United States dollars)

(Unaudited)



	Three months ended						Six months ended
	October 31, 2014			October 31, 2015			October 31, 2014			October 31, 2015
Helicopter Services	$	138,026		$	133,823		$	264,827		$	255,066
Heli-One	8,035			6,243			13,311			13,607
Corporate and other	(22,689		)	(18,097		)	(44,351		)	(34,453		)
Inter-segment eliminations	(640		)	(2,074		)	(659		)	(2,807		)
Adjusted EBITDAR	122,732			119,895			233,128			231,413
Helicopter lease and associated costs	(64,538		)	(63,281		)	(127,818		)	(127,955		)
Depreciation	(33,153		)	(35,537		)	(66,878		)	(75,818		)
Restructuring expense	—			(16,211		)	—			(35,590		)
Asset impairments	(146,131		)	(10,459		)	(146,406		)	(10,459		)
Loss on disposal of assets	(2,619		)	(1,419		)	(7,878		)	(2,406		)
Operating loss	(123,709		)	(7,012		)	(115,852		)	(20,815		)
Interest on long-term debt	(34,715		)	(27,286		)	(69,587		)	(54,232		)
Foreign exchange loss	(13,279		)	(9,551		)	(8,371		)	(19,630		)
Other financing income (charges)	2,188			5,827			(2,137		)	15,921
Loss before income tax	(169,515		)	(38,022		)	(195,947		)	(78,756		)
Income tax expense	(7,225		)	(3,942		)	(15,112		)	(9,850		)
Net loss	$	(176,740	)	$	(41,964	)	$	(211,059	)	$	(88,606	)
Net earnings (loss) attributable to:
Controlling interest	$	(183,582	)	$	(44,116	)	$	(225,682	)	$	(97,478	)
Non-controlling interests	6,842			2,152			14,623			8,872
Net loss	$	(176,740	)	$	(41,964	)	$	(211,059	)	$	(88,606	)

EBITDAR excluding special items - Non-GAAP Reconciliation

(Expressed in thousands of United States dollars)

(Unaudited)



	Three months ended				Six months ended
	October 31, 2014		October 31, 2015		October 31, 2014		October 31, 2015
Adjusted EBITDAR	$	122,732	$	119,895	$	233,128	$	231,413
Corporate transaction and other costs¹	1,823		4,267		3,524		6,576
Adjusted EBITDAR excluding special items	$	124,555	$	124,162	$	236,652	$	237,989

Adjusted Net Loss - Non-GAAP Reconciliation

(Expressed in thousands of United States dollars except share and per share information)

(Unaudited)



	Three months ended						Six months ended
	October 31, 2014			October 31, 2015			October 31, 2014			October 31, 2015
Net loss attributable to controlling interest	$	(183,582	)	$	(44,116	)	$	(225,682	)	$	(97,478	)
Corporate transaction and other costs¹	1,823			4,267			3,524			6,576
Restructuring expense²	—			16,211			—			35,590
Asset impairments	146,131			10,459			146,406			10,459
Loss on disposal of assets	2,619			1,419			7,878			2,406
Foreign exchange loss	13,279			9,551			8,371			19,630
Net loss (gain) on debt extinguishment³	—			(3,112		)	7,444			(17,799		)
Unrealized gain on derivatives	(5,338		)	(14,896		)	(9,681		)	(13,288		)
Adjusted net loss	$	(25,068	)	$	(20,217	)	$	(61,740	)	$	(53,904	)
Redeemable convertible preferred share dividends	(27		)	(13,608		)	(27		)	(26,932		)
Adjusted net loss available to common stockholders⁴	$	(25,095	)	$	(33,825	)	$	(61,767	)	$	(80,836	)
Weighted average number of ordinary shares outstanding - basic and diluted	80,599,164			81,507,978			80,564,925			81,441,891
Adjusted net loss per ordinary share⁵	$	(0.31	)	$	(0.41	)	$	(0.77	)	$	(0.99	)

(1) Corporate transaction and other costs include costs related to senior executive turnover and other transactions.

(2) Restructuring expense relates to severance and other costs incurred as part of a review of our operations and organizational structure and fleet.

(3) Net loss (gain) on debt extinguishment relates to the redemption and purchase on the open market of our senior secured and senior unsecured notes.

(4) Adjusted net loss available to common stockholders includes redeemable convertible preferred share dividends but excludes the adjustment of $(31.2) million in the three and six months ended October 31, 2014 and $2.2 million and $18.5 million in the three and six months ended October 31, 2015, respectively, of our redeemable non-controlling interest to redemption amount which was recognized in additional paid-in capital.

(5) Adjusted net loss per ordinary share is calculated by dividing adjusted net loss available to common stockholders by the weighted average number of ordinary shares outstanding.

Reconciliation of Adjusted EBITDAR excluding special items to Adjusted Net Loss

(Expressed in thousands of United States dollars)

(Unaudited)



	Three months ended						Six months ended
	October 31, 2014			October 31, 2015			October 31, 2014			October 31, 2015
Adjusted EBITDAR excluding special items	$	124,555		$	124,162		$	236,652		$	237,989
Helicopter lease and associated costs	(64,538		)	(63,281		)	(127,818		)	(127,955		)
Depreciation	(33,153		)	(35,537		)	(66,878		)	(75,818		)
Net loss (gain) on debt extinguishment	—			(3,112		)	7,444			(17,799		)
Unrealized gain on derivatives	(5,338		)	(14,896		)	(9,681		)	(13,288		)
Interest on long-term debt	(34,715		)	(27,286		)	(69,587		)	(54,232		)
Other financing income (charges)	2,188			5,827			(2,137		)	15,921
Income tax expense	(7,225		)	(3,942		)	(15,112		)	(9,850		)
Earnings attributable to non-controlling interests	(6,842		)	(2,152		)	(14,623		)	(8,872		)
Adjusted net loss	$	(25,068	)	$	(20,217	)	$	(61,740	)	$	(53,904	)

Reconciliation of Adjusted Net Debt

(Expressed in millions of United States dollars)

(Unaudited)



	April 30, 2015			October 31, 2015
Long-term debt obligations	$	1,215.7		$	1,284.1
Current portion of long-term debt obligations	3.6			19.9
Discount on senior secured notes	9.1			8.4
Premium on senior secured notes	(1.2		)	(1.1		)
Less: Cash and cash equivalents	(134.3		)	(68.4		)
Net Debt	$	1,092.9		$	1,242.9
NPV of operating lease commitments¹	1,212.9			1,115.5
	$	2,305.8		$	2,358.4

(1) The net present value (NPV) of operating lease commitments as of April 30, 2015 and October 31, 2015, discounted at 9%, excluding operating leases for helicopters that form part of our restructuring liability.

Reconciliation of Free Cash Flow to Consolidated Statements of Cash Flows

(Expressed in thousands of United States dollars)

(Unaudited)



	Six months ended
	October 31, 2013			October 31, 2014
Consolidated change in cash and cash equivalents during the period	$	(194,610	)	$	(65,905	)
Less:
Cash provided by financing activities	17,020			91,988
Effect of exchange rate changes on cash and cash equivalents	(2,809		)	(11,172		)
Free cash flow	$	(208,821	)	$	(146,721	)

Reconciliation of Liquidity

(Expressed in millions of United States dollars)

(Unaudited)



	April 30, 2015			October 31, 2015
Cash and cash equivalents	$	134.3		$	68.4
Senior secured revolving credit facility:
Facility credit limit	375.0			375.0
Outstanding balance on senior secured revolving credit facility	—			(98.0		)
Outstanding letters of credit	(33.3		)	(25.3		)
Available senior secured revolving credit facility	341.7			251.7
Asset-based revolving credit facility:
Facility credit limit	—			145.0
Outstanding balance on asset-based revolving credit facility	—			(14.4		)
Asset-based revolving credit facility	—			130.6
Available overdraft facilities	24.1			22.1
	$	500.1		$	472.8

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 CHC Helicopter Fiscal 2016 Second Quarter Results December 9, 2015

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 2 Forward-Looking Statements and non-GAAP Financial Measures Safe Harbor Statement This presentation contains forward-looking statements and information within the meaning of certain securities laws, including the “safe harbor” provision of the United States Private Securities Litigation Reform Act of 1995, the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended and other applicable securities legislation. All statements, other than statements of historical fact included in this press release regarding the benefits of the transactions, as well as, our strategy, future operations, projections, conclusions, forecasts and other statements are “forward- looking statements”. While these forward-looking statements represent our best current judgment, actual results could differ materially from the conclusions, forecasts or projections contained in the forward-looking statements. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection in the forward-looking information contained herein. Such factors include: volatility in the oil and gas sector generally, and the potential impact of such volatility on offshore exploration and production, particularly on demand for offshore transportation services, competition in the markets we serve, our ability to secure and maintain long-term support contracts, our ability to maintain standards of acceptable safety performance, exchange rate fluctuations, political, economic, and regulatory uncertainty, problems with our non-wholly owned entities, including potential conflicts with the other owners of such entities, exposure to credit risks, our ability to continue funding our working capital requirements, our ability to remain in compliance with the New York Stock Exchange listing standards, risks associated with the anticipated implementation of the reverse share split, risks inherent in the operation of helicopters, unanticipated costs or cost increases associated with our business operations, trade industry exposure, inflation, ability to continue maintaining government issued licenses, necessary aircraft or insurance, loss of key personnel, work stoppages due to labor disputes, and future material acquisitions or dispositions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. The Company disclaims any intentions or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to our annual report on Form 10-K and quarterly reports on Form 10-Q, and our other filings, in particular any discussion of risk factors or forward-looking statements, which are filed with the SEC and available free of charge at the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any estimates or forward-looking statements made herein. Adjusted EBITDAR excluding special items is referred to in this document as EBITDAR. Note to non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures, which are not measures of financial condition or profitability. Non-GAAP measures should not be considered as an alternative to GAAP financial measures. Non-GAAP measures may not be calculated or comparable to similarly titled measures used by other companies. See Non-GAAP reconciliations in the appendix to this presentation for a reconciliation of these measures to the most directly comparable GAAP financial measures. Adjusted EBITDAR, Adjusted EBITDAR excluding special items, Adjusted EBITDAR margin, Adjusted Net Loss, Liquidity, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Net Debt, Adjusted Leverage Ratio, are not measurements of the company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of the company’s cash flow or liquidity. We believe these non-GAAP financial measures are useful for investors, analysts and other interested parties as they facilitate company-to-company operating and financial condition performance comparisons by excluding potential differences caused by variations in capital structures, taxation, the age and book depreciation of facilities and equipment, restructuring initiatives, consulting agreements and equity-based, long-term incentive plans.

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 3 Presenters Karl Fessenden Lee Eckert President, Chief Executive Officer Chief Financial Officer

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 4 Accident Rate Benchmarking CHC’s five-year rolling average as of November 1, 2015, is 0.38 accidents/100,000 flight hours Safety: Maintaining Leading Performance • ICAO “accident” definition: flight incident resulting in fatal or serious injury, or aircraft lost or sustaining damage or structural failure. • Offshore average rate per 2009 OGP Report, Page 6. • Twin Helicopters average rate inferred from worldwide accident rate table, 2009 OGP Report, Page 4. • CHC rate includes the October 2012 controlled landing and August 2013 accident, both in North Sea. Industry-wide statistics 2.0 1.8 1.6 1.4 1.2 1.0 0.8 0.6 0.4 0.2 N um be ro fa cc id en ts /1 00 ,0 00 fli gh th ou rs Offshore Operation Twin Helicopters CHC 1.8 0.8 0.38

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 5 Market Expectation for Recovery Timing Continues to Extend • Industry conditions remain challenging • Market expectations for recovery generally extended since our first quarter earnings call • Managing our business with expectation of a prolonged market downturn • Fundamentals for offshore market and other factors that support our business remain intact Anticipated prolonged downturn drives need to remain flexible and continue focus on cost control

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 6 Key Focus Areas Focus areas aimed at enhancing competitive and financial position Leverage customer and OEM relationships Execute rigorous cost control Enhance capital efficiency through fixed charge reduction and fleet optimization Efforts resulted in relatively flat EBITDAR in the fiscal 2016 second quarter and reduced capital expenditure versus the prior year-to-date 321

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 7 Navigating Current Market Environment • Customer and OEM relationships remain critical, engaged in ongoing dialogue • Discussions focused on increasing efficiency of operations • Revenue diversification provided by search and rescue and emergency services capabilities • Solid reputation for experience, know-how, and performance Leverage customer and OEM relationships Execute rigorous cost control • Targeted headcount reduction approximately 75% complete • Second quarter EBITDAR relatively flat year-over-year due to effective cost management • Continue to review opportunities to reduce cost structure and improve cash flow • In Q2 2016 YTD, excluding foreign exchange, operating expenses at Adjusted EBITDAR reduced ~$110 million or 16% year-over-year

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 8 Navigating Current Market Environment (cont'd) • Interest charge reduction: ◦ Fiscal 2015 / 2016 bond repurchases drive ~$34 million annualized interest reduction • Fleet optimization ◦ 16 aircraft included in restructuring accrual at end of October 2015 - intend to return to lessor, first return expected in fiscal 2016 third quarter ◦ Continue discussions with OEMs to better align purchase commitments with requirements • Move to aircraft financing at more effective rates ◦ Asset-based revolving credit ("ABL") facility - first draw in fiscal 2016 second quarter ▪ Further ABL financings completed in third quarter Enhance capital efficiency through fixed charge reduction and fleet optimization

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 9 Consolidated Results • Second quarter revenue declined 21% from prior year • Excluding currency impact, second quarter revenue declined 13% ◦ Largely driven by 14% decline in Helicopter Services ◦ 4% decline in Heli-One • Year-to-date revenue declined 20% from prior year, or 11% excluding the impact of currency 400 300 200 100 0 $ (M ill io ns ) FY15 Q2 FY16 Q2 $458 $361 120 100 80 60 40 20 0 $ (M ill io ns ) 50 45 40 35 30 25 20 E BI TD AR M ar gi n (% )(2 ) FY15 Q2FY16 Q2 $125 $124 30.1% 37.3% 1Adjusted EBITDAR excluding special items is referred to as EBITDAR in this document. See Appendix for reconciliation to GAAP measures. 2Adjusted EBITDAR margin excluding special items is referred to as EBITDAR margin. It is calculated as adjusted EBITDAR excluding special items divided by Operating Revenue. Operating revenue is total revenue less reimbursable revenue which is costs reimbursed from customers. • Quarterly EBITDAR1 was relatively flat and EBITDAR margin2 increased 720 basis points demonstrating strong cost control • Q2 operating expenses at Adjusted EBITDAR, excluding currency impact, reduced ~$60 million year-over-year or ~19% • Further $16 million restructuring charge taken in Q2'16 • Year-to-date fiscal 2016 EBITDAR and EBITDAR margin trends and drivers similar to the second quarter Revenue Reported: (21)% YoY FX Adjusted: (13)% YoY EBITDAR Reported: relatively flat YoY FX Adjusted: up modestly YoY Quarter Year-to-date Reported: (20)% YoY FX Adjusted: (11)% YoY 800 600 400 200 0 $ (M ill io ns ) FY15 YTD FY16 YTD $919 $737 Quarter Year-to-date 250 200 150 100 50 0 $ (M ill io ns ) 50 45 40 35 30 25 20 E BI TD AR M ar gi n (% )(2 ) FY15 YTD FY16 YTD $237 $238 28.3% 35.0% Reported: 1% YoY FX Adjusted: up modestly YoY

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 10 140 120 100 80 60 40 20 0 $ (M ill io ns ) 50 45 40 35 30 25 20 M ar gi n (% ) FY15 Q2 FY16 Q2 $138 $134 37.0% 45.1% Reported: (3)% YoY Helicopter Services Results • In the second quarter, operating revenue decreased 20% • Excluding the impact of currency, revenue was down 13% driven by: ◦ Primarily lower exploration activity in AEA ◦ Lower production and exploration activity in the Americas and Western North Sea • Year-to-date in the second quarter, operating revenue decreased 20% or 12% excluding the impact of currency • Second quarter EBITDAR dollars decreased 3% driven by lower activity, partially offset by cost saving initiatives • EBITDAR margin increased 810 bps in the quarter driven by cost saving and efficiency initiatives as well as FX • Second quarter year-to-date EBITDAR dollars decreased 4% and year-to-date EBITDAR margin increased 690 bps due to the same drivers as in Q2 Operating Revenue Reported: (20)% YoY FX Adjusted: (13)% YoY EBITDAR 400 300 200 100 0 $ (M ill io ns ) FY15 Q2 FY16 Q2 $373 $297 Reported: (20)% YoY FX Adjusted: (12)% YoY 600 400 200 0 $ (M ill io ns ) FY15 Q2 FY16 Q2 $758 $609 Reported: (4)% YoY 250 200 150 100 50 0 $ (M ill io ns ) 50 45 40 35 30 25 20 M ar gi n (% ) FY15 Q2 FY16 Q2 $265 $255 35.0% 41.9% Quarter Quarter Year-to-date Year-to-date

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 11 Heli-One Results • In the second quarter, third-party revenue decreased $5 million or 13% , a 4% decline excluding the impact of currency ◦ The FX neutral decrease primarily reflects lower PBH revenue resulting from lower activity levels • Second quarter year-to-date revenue decreased 9%, an increase of 2% on a currency neutral basis • EBITDAR in the second quarter decreased $2 million due largely to the impact of currency and lower internal revenue for Helicopter Services • EBITDAR margin in the second quarter increased due to cost reductions and a change in mix of services which offset the impact of the revenue decline • Year-to-date EBITDAR was relatively flat and EBITDAR margin increased as cost savings offset the revenue decline 40 30 20 10 0 $ (M ill io ns ) FY15 Q2 FY16 Q2 $41 $36 8 6 4 2 0 $ (M ill io ns ) 20 15 10 5 0 M ar gi n (% ) FY15 Q2 FY16 Q2 $8 $6 10.4% 11.8% 1EBITDAR margin represents margin on total revenue. 1 External Revenue Reported: (13)% YoY FX Adjusted: (4)% YoY EBITDAR Reported: (22)% YoY Reported: 2% YoY 14 12 10 8 6 4 2 0 $ (M ill io ns ) 20 15 10 5 0 M ar gi n (% ) FY15 YTD FY16 YTD $13 $14 9.6% 11.8% Reported: (9)% YoY FX Adjusted: 2% YoY 80 60 40 20 0 $ (M ill io ns ) FY15 YTD FY16 YTD $78 $71 Quarter Quarter Year-to-date Year-to-date

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 12 Free Cash Flow 1Free cash flow is a non-GAAP financial measure defined as cash provided by operating activities less cash used in investing activities. See slide 18 for details. 2Adjusted free cash flow is defined as free cash flow adjusted for special items, restructuring and impact on free cash flow from CD&R investment. See slide 18 for details. • $62 million Free Cash Flow1 improvement versus prior year-to-date driven by: ◦ $63 million decrease in investing capex primarily reflecting an aircraft related capex decrease due to capital efficiency measures taken ◦ Relatively flat operating cash flow year-over-year: one-time restructuring payments in fiscal 2016 offset by reductions in interest payments and pension contributions and working capital improvement • Adjusted for restructuring, adjusted free cash flow2 improved $52 million versus prior year • Free cash flow figures exclude the cash flows associated with the ABL ◦ $14 million inflow in the current year-to-date ◦ ABL related cash flows reflected in cash flows from financing activities rather than investing activities ▪ Previously aircraft financing flows resulting from leasing reflected in free cash flow (in $US millions) FY15 Q2 YTD FY16 Q2 YTD $ Change Cash used in operating activities $(26) $(27) $(1) Cash used in investing activities (183) (120) 63 Free Cash Flow(1) (209) (147) 62 Adjusted Free Cash Flow(2) (155) (103) 52

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 13 • $473 million of liquidity1 at the end of the second quarter fiscal 2016 ◦ We remain conservative with any use of capital • Aircraft purchase commitments at historic low; remaining amounts part of ongoing OEM discussions ◦ Ability to lease finance the aircraft purchase commitments ◦ Additional flexible purchase orders of $249 million at Q2'16 1Liquidity is a non-GAAP financial measure which was comprised at FY16 Q2 of cash and cash equivalents of $68 million, unused capacity in the revolver of $252 million, net of letters of credit of $25 million, undrawn overdraft facilities of $22 million and the undrawn capacity under the ABL facility of $131 million. 2Reflects firm aircraft purchase commitments at Q1'16 and Q2'16 based on current agreements. Flexible aircraft purchase commitments are excluded. For prior periods, commitments exclude amounts previously disclosed in relation to purchase commitments for heavy helicopters from Airbus Helicopters ($80.7 million at April 30, 2015) and parts commitments ($37.7 million at April 30, 2015). Liquidity 800 600 400 200 0 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 775 651 472 464 580 500 559 473 2 Liquidity $ millions Aircraft Purchase Commitments1,000 800 600 400 200 0 Q3'14Q4'14Q1'15Q2'15Q3'15Q4'15Q1'16Q2'16 878 688 615 529 458 428 259 258 $ millions Liquidity of $473 million; continuing discussion with OEMs on remaining commitments

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 14 1Adjusted Net Debt is a non-GAAP financial measure calculated as net debt plus NPV of operating lease commitments at quarter end presented discounted at 9%. See Appendix for adjusted net debt reconciliation. 2Adjusted Leverage Ratio is a non-GAAP financial measure calculated as Adjusted Net Debt divided by trailing twelve months Adjusted EBITDAR excluding special items. • Adjusted leverage ratio of 5.1x; relatively flat on prior quarter, down from Q2'15 Adjusted net debt remains stabilized and leverage remains below historic levels Leverage Net debt Adjusted net debt Adjusted leverage ratio Debt and Leverage 3,000 2,500 2,000 1,500 1,000 500 $ m ill io n 5.8 5.6 5.4 5.2 5.0 4.8 4.6 Le ve ra ge (x ) Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 $1,374 $1,383 $1,093 $1,143 $1,243 5.4x 5.0x 5.0x 5.1x $1,033 4.8x $2,648 5.6x $2,631 $2,306 $2,306 $2,358 1 2 $2,314

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 15 Reverse Share Split and NYSE Update Reverse Share Split • Intend to undertake to regain compliance with the $1 minimum average closing stock price NYSE listing requirement and generate investor interest • Special shareholder meeting on December 7 approved reverse share split • Expected ratio: each 30 ordinary shares would be converted into 1 new ordinary share • Have notified NYSE of intended effectiveness at the opening of trading on the NYSE on December 11, 2015 subject to final approval by the Board on December 10, 2015 Market Capitalization or Shareholder Equity Requirement • On November 25 NYSE accepted Company's plan • Confidential quarterly reviews to commence with NYSE

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 16 Key Takeaways ü Financial focus unchanged - cash flow and debt management remain a priority ü Continue to execute in three key areas - leverage customer & OEM relationships, rigorous cost control and enhancing capital efficiency ü Long-term fundamentals for our business remain intact

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 18 Adjusted Free Cash Flow • Total free cash flow of $(147) million, a $62 million lower use from last year • Cash provided by operating activities is relatively flat on the prior year as restructuring payments in fiscal 2016 offset lower pension contributions, reduction in interest costs and working capital improvement • $63 million lower use of cash in investing activities than last year ◦ Lower spend due to capital efficiency measures taken, in particular on aircraft related capex • Adjusted free cash flow use of $(103) million excluding restructuring and other special items • New capex presentation shows net aircraft capex and non-aircraft capex versus expansionary and maintenance capex previously presented. Non-aircraft capex includes rotable spend associated with new aircraft previously included in expansionary capex. 1Special items include corporate transaction and other costs, which includes costs related to senior executive turnover and other transactions. 2Impact to free cash flow relating to CD&R investment includes aircraft purchases made using proceeds from issuance of convertible preferred shares and associated savings from lease expense. Adjusted Free Cash flow Year-to-date ($ in millions) FY15 FY16 $ Change Cash flow from operating activities before changes in working capital $(23) $(38) $(15) Changes in operating assets and liabilities (3) 11 14 Cash used in operating activities (26) (27) (1) Net aircraft capex (103) (73) 30 Non-aircraft capex (75) (42) 32 Disposals 7 4 (3) Restricted Cash and Other (12) (9) 3 Cash used in investing activities (183) (120) 63 Total Free Cash Flow (209) (147) 62 Special items1 and restructuring 4 44 40 Impact to free cash flow relating to CD&R investment2 50 — (50) Total Adjusted Free Cash Flow $(155) $(103) $52

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 19 Summary Results - Consolidated Note: all comparisons are year over year unless otherwise noted. CHC Consolidated Quarter Year-to-date ($ in millions except margin, share count, and EPS) FY15 Q2 FY16 Q2 % FY15 FY16 % Revenue $458 $361 (21)% $919 $737 (20)% Operating Revenue1 414 333 (20) 835 680 (19) EBITDAR2 125 124 — 237 238 1 EBITDAR Margin3 30.1% 37.3% 720bps 28.3% 35.0% 670bps Net Loss4 (25) (20) 19% (62) (54) 13% Share Count 80,599,164 81,507,978 1% 80,564,925 81,441,891 1% Net loss per ordinary share5 $(0.31) $(0.41) (32) $(0.77) $(0.99) (29) 1Operating revenue is total revenue less reimbursable revenue which is costs reimbursed from customers. 2Adjusted EBITDAR excluding special items is referred to as EBITDAR in this document. See Appendix for reconciliation to GAAP measures. 3Adjusted EBITDAR margin is referred to as EBITDAR margin. It is calculated as adjusted EBITDAR excluding special items divided by Operating Revenue. 4Adjusted Net Loss is referred to as Net Loss in this document. See Appendix for reconciliation to GAAP measures. 5Adjusted net loss per share is calculated by dividing adjusted net loss available to common stockholders by the weighted average share count. See Appendix for reconciliation to comparable GAAP measures.

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 20 Summary Results - Helicopter Services and Heli-One 1Adjusted EBITDAR margin is referred to as EBITDAR margin. It is calculated as adjusted EBITDAR divided by Operating Revenue. Helicopter Services Quarter Year-to-date ($ in millions except margin) FY15 Q2 FY16 Q2 % FY15 FY16 % Operating Revenue $373 $297 (20)% $758 $609 (20)% Reimbursable revenue 44 28 (36) 83 57 (32) Total External Revenue 417 325 (22) 841 665 (21) EBITDAR 138 134 (3) 265 255 (4) EBITDAR Margin(1) 37.0% 45.1% 810bps 35.0% 41.9% 690bps Heli-One Quarter Year-to-date ($ in millions except margin) FY15 Q2 FY16 Q2 % FY15 FY16 % External Revenue $41 $36 (13)% $78 $71 (9)% Inter-Segment revenue 36 17 (53) 60 44 (26) Total Revenue 77 53 (32) 138 116 (16) EBITDAR 8 6 (22) 13 14 2 EBITDAR Margin 10.4% 11.8% 140bps 9.6% 11.8% 220bps

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 21 EBITDAR - Non-GAAP Reconciliation (Expressed in thousands of United States dollars) (Unaudited) EBITDAR: Reconciliation to GAAP measures Three months ended Six months ended October 31, 2014 October 31, 2015 October 31, 2014 October 31, 2015 Helicopter Services $ 138,026 $ 133,823 $ 264,827 $ 255,066 Heli-One 8,035 6,243 13,311 13,607 Corporate and other (22,689) (18,097) (44,351) (34,453) Inter-segment eliminations (640) (2,074) (659) (2,807) Adjusted EBITDAR 122,732 119,895 233,128 231,413 Helicopter lease and associated costs (64,538) (63,281) (127,818) (127,955) Depreciation (33,153) (35,537) (66,878) (75,818) Restructuring expense — (16,211) — (35,590) Asset impairments (146,131) (10,459) (146,406) (10,459) Loss on disposal of assets (2,619) (1,419) (7,878) (2,406) Operating loss (123,709) (7,012) (115,852) (20,815) Interest on long-term debt (34,715) (27,286) (69,587) (54,232) Foreign exchange loss (13,279) (9,551) (8,371) (19,630) Other financing income (charges) 2,188 5,827 (2,137) 15,921 Loss before income tax (169,515) (38,022) (195,947) (78,756) Income tax expense (7,225) (3,942) (15,112) (9,850) Net loss $ (176,740) $ (41,964) $ (211,059) $ (88,606) Net earnings (loss) attributable to: Controlling interest $ (183,582) $ (44,116) $ (225,682) $ (97,478) Non-controlling interests 6,842 2,152 14,623 8,872 Net loss $ (176,740) $ (41,964) $ (211,059) $ (88,606)

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 22 EBITDAR and Net Loss: Non-GAAP Reconciliation EBITDAR excluding special items - Non-GAAP Reconciliation (Expressed in thousands of United States dollars) (Unaudited) Adjusted net loss - Non-GAAP Reconciliation (Expressed in thousands of United States dollars) (Unaudited) 1Corporate transaction and other costs include costs related to senior executive turnover and other transactions. 2Restructuring expense relates to severance and other costs incurred as part of a review of our operations and organizational structure. 3Net loss/(gain) on debt extinguishment relates to the redemption and purchase on the open market of our senior secured and senior unsecured notes. 4Adjusted net loss available to common stockholders includes redeemable convertible preferred share dividends but excludes the adjustment of $(31.2) million in the three and six months ended October 31, 2014 and $2.2 million and $18.5 million in the three and six months ended October 31, 2015, respectively, of our redeemable non-controlling interest to redemption amount which was recognized in additional paid-in capital. Three months ended Six months ended October 31, 2014 October 31, 2015 October 31, 2014 October 31, 2015 Adjusted EBITDAR $ 122,732 $ 119,895 $ 233,128 $ 231,413 Corporate transaction and other costs1 1,823 4,267 3,524 6,576 Adjusted EBITDAR excluding special items $ 124,555 $ 124,162 $ 236,652 $ 237,989 Three months ended Six months ended October 31, 2014 October 31, 2015 October 31, 2014 October 31, 2015 Net loss attributable to controlling interest $ (183,582) $ (44,116) $ (225,682) $ (97,478) Corporate transaction and other costs1 1,823 4,267 3,524 6,576 Restructuring expense2 — 16,211 — 35,590 Asset impairments 146,131 10,459 146,406 10,459 Loss on disposal of assets 2,619 1,419 7,878 2,406 Foreign exchange loss 13,279 9,551 8,371 19,630 Net loss (gain) on debt extinguishment3 — (3,112) 7,444 (17,799) Unrealized gain on derivatives (5,338) (14,896) (9,681) (13,288) Adjusted net loss $ (25,068) $ (20,217) $ (61,740) $ (53,904) Redeemable convertible preferred share dividends (27) (13,608) (27) (26,932) Adjusted net loss available to common stockholders4 $ (25,095) $ (33,825) $ (61,767) $ (80,836)

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 23 (Expressed in thousands of United States dollars) (Unaudited) Adjusted Net Loss: Non-GAAP Reconciliation Three months ended Six months ended October 31, 2014 October 31, 2015 October 31, 2014 October 31, 2015 Adjusted EBITDAR excluding special items $ 124,555 $ 124,162 $ 236,652 $ 237,989 Helicopter lease and associated costs (64,538) (63,281) (127,818) (127,955) Depreciation (33,153) (35,537) (66,878) (75,818) Net loss (gain) on debt extinguishment — (3,112) 7,444 (17,799) Unrealized gain on derivatives (5,338) (14,896) (9,681) (13,288) Interest on long-term debt (34,715) (27,286) (69,587) (54,232) Other financing income (charges) 2,188 5,827 (2,137) 15,921 Income tax expense (7,225) (3,942) (15,112) (9,850) Earnings attributable to non-controlling interests (6,842) (2,152) (14,623) (8,872) Adjusted net loss $ (25,068) $ (20,217) $ (61,740) $ (53,904)

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 24 Adjusted Net Debt Reconciliation 1NPV of operating lease commitments as of April 30, 2015 and October 31, 2015 discounted at 9%, excluding operating leases for helicopters that form part of our restructuring liability. . (Expressed in millions of United States dollars) (Unaudited) April 30, 2015 October 31, 2015 Long-term debt obligations $ 1,215.7 $ 1,284.1 Current portion of long-term debt obligations 3.6 19.9 Discount on senior secured notes 9.1 8.4 Premium on senior secured notes (1.2) (1.1) Less: Cash and cash equivalents (134.3) (68.4) Net Debt $ 1,092.9 $ 1,242.9 NPV of operating lease commitments1 1,212.9 1,115.5 Adjusted net debt $ 2,305.8 $ 2,358.4

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 25 Additional Fleet Detail – October 31, 2015 1Approximate range based on maintaining a 30-minute fuel reserve. 2Fleet value is based on 2015 Ascend and Helivalue$ mid-life appraised value based on fleet count as of October 31, 2015. Helicopter Model Count Cruise Speed (kts) Appr. Range (nm) full pax 1 Passengers Max Weight (lbs) Sikorsky S92A 46 145 400 19 26,500 Airbus H225 40 145 400 19 24,250 Airbus AS332L, L1, L2 34 130-140 250-350 17-19 18,000 -20,500 Heavy total 120 Agusta AW139 43 145 280 12-15 15,000 Sikorsky S76C++ 23 145 220 12 11,700 Sikorsky S76C+ 20 145 175 12 11,700 Sikorsky S76A++ 7 135 130 12 10,800 Bell 412 7 125 135 13 11,900 Airbus AS365 Series/H155 7 120-145 80-120 11-13 9,500-10,800 Airbus H135/145 3 N/A (EMS only) Medium total 110 Total 230 H e a v y M e d i u m New technology aircraft represents ~85% of total CHC Fleet Value 230 Heavy/Medium twin engine helicopters with ~$3 Billion Fleet Value2 • Fleet average age ~10 years - down from ~17 years in 2007 • Fleet comprised entirely of heavy and medium aircraft

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 26 Helicopter Services - Regional Revenue break-down Third Party Revenue Quarter Year-to-date ($ in millions) FY15 Q2 FY16 Q2 % FY15 FY16 % Eastern North Sea $92 $77 (16)% $194 $157 (19)% Western North Sea 111 91 (18)% 230 179 (22)% Americas 76 62 (18)% 148 133 (10)% Asia Pacific 83 65 (22)% 164 136 (17)% Africa-Euro Asia 54 29 (46)% 102 59 (42)% Other 1 1 (49)% 3 1 (57)% Helicopter Services $417 $325 (22)% $841 $665 (21)%

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 27 EPS after issuance of Convertible Preferred Shares: Basic Diluted Net loss Net loss attributable to controlling interest – preferred dividends1 Weighted average share count of common shares outstanding Not calculated Net income Net income to common shareholders2 – Preferred dividends Weighted average share count of common shares outstanding Net income Weighted average share count of common shares outstanding + Preferred shares which are assumed to be converted to common • When in a net loss position: report GAAP and adjusted EPS based on basic share count only • When in a net income position: report GAAP and adjusted EPS on a basic and diluted basis EPS Calculations for Convertible Preferred Shares Generally Accepted Accounting Principles: Convertible Preferred Shares 1Both cash dividends and dividends paid in kind are not included in net income. They are only included in the EPS calculation and can be found in the Statements of Shareholders' Equity (Deficit). Cash dividends will impact financing cash flow while dividends paid in kind will have no impact on the cash flow statements. 2Net income attributable to controlling interest will be allocated between common and preferred shareholders as preferred shareholders participate equally in dividends.

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 28 • Paid on March 15, June 15, September 15, and December 15 of each year • Dividend Rate: 8.5% per annum • Dividend accrues and accumulates on a daily basis • Compounds quarterly on each preferred dividend payment date • Dividend is made to the nearest cent or 1/100,000th of a preferred share Dividend Calculation for Convertible Preferred Shares Dividend Amount Preferred shares outstanding during applicable period X ¼ of dividend rate

GO FURTHER. DO MORE. COME HOME SAFELY. R: 0 G: 32 B: 96 R: 255 G: 0 B: 0 R: 0 G: 112 B: 192 R: 192 G: 0 B: 0 R: 89 G: 89 B: 89 R: 16 G: 37 B: 63 R: 196 G: 189 B: 151 R: 146 G: 208 B: 80 R: 79 G: 129 B: 189 Page 29 Glossary of Terms Adjusted EBITDAR = earnings before interest, taxes, depreciation, amortization, helicopter lease and associated costs, asset impairments, gain (loss) on disposal of assets, restructuring expense, foreign exchange gain (loss) and other financing income (charges). Adjusted EBITDAR excluding special items = Adjusted EBITDAR excluding special items excludes corporate transaction and other costs and other transactions. Adjusted EBITDAR margin = Adjusted EBITDAR excluding special items/operating revenue. Adjusted free cash flow = free cash flow adjusted for special items, restricted cash, and impact on free cash flow from CD&R investment. Adjusted leverage ratio= Adjusted net debt divided by trailing twelve months Adjusted EBITDAR excluding special items. Adjusted net income (loss) = net loss which excludes corporate transaction and other costs, asset dispositions, restructuring expense, asset impairments, the revaluation of our derivatives and foreign exchange gain (loss), net gain (loss) on debt extinguishment, and net income or loss attributable to non-controlling interests. Adjusted net loss per share = adjusted net loss available to common shareholders/weighted average share count. Free cash flow = cash provided by operating activities less cash used in investing activities. Liquidity = cash and cash equivalents plus available borrowings under our credit facilities and the undrawn capacity of the asset-based revolving credit facility. Operating revenue = Total revenue less reimbursable revenue which is generated through cost reimbursement by customers.

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