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•	we filed for protection under Chapter 11 of the United States Bankruptcy Code and are subject to risks and uncertainties;

•	operating under Chapter 11 may restrict our ability to pursue our business strategies;

•	our employees face considerable uncertainty due to the Chapter 11 proceedings;

•	we may suffer from a protracted restructuring;

•	our ability to emerge from Chapter 11 and operate profitably thereafter will depend on increasing our revenue, lowering our costs, and obtaining sufficient financing or other capital to operate successfully;

•	we have substantial liquidity needs and, due to our current Chapter 11 proceedings, may not be able to obtain any equity or debt financings in the capital market for the foreseeable future;

•	we may be subject to claims that will not be discharged in the Chapter 11 proceedings;

•	our restructuring efforts through the Chapter 11 proceedings may be expensive, take resources and distract management;

•	we are in the process of rejecting and abandoning a significant portion of our helicopter fleet through the Chapter 11 proceedings, which may result in an inability to quickly respond to new opportunities and a significant loss of market share and profit margins;

•	our consolidated financial statements have been prepared assuming that we will continue as a going concern, our independent registered public accounting firm has raised substantial doubts about our ability to continue as a going concern, and we have not included any adjustments that might result from the outcome of this uncertainty;

•	we have a history of net losses;

•	our substantial level of indebtedness, operating lease commitments, purchase and other commitments could materially adversely affect our ability to fulfill our obligations under our debt agreements, our ability to react to changes in our business and our ability to incur additional debt to fund future needs;

•	all flights with the aircraft type H225 and AS332 L2 have been temporarily grounded which may cause a material and adverse impact to our financial viability;

•	our operations and fleet are reliant on Airbus helicopters;

•	operating helicopters involves a degree of inherent risk and we are exposed to the risk of losses from safety incidents;

•	if we are unable to mitigate potential losses through a robust safety management and insurance coverage program, our financial condition would be jeopardized in the event of a safety or other hazardous incident;

•	failure to maintain standards of acceptable safety performance could have an adverse impact on our ability to attract and retain customers and could adversely impact our reputation, operations and financial performance;

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•	our operations are largely dependent upon the level of activity in the offshore oil and gas industry;

•	the oil and gas industries on which we are largely dependent are suffering through a severe downturn, resulting in significant negative impact on demand for our services, and no assurance can be given that the downturn will not continue to be prolonged;

•	many of the markets in which we operate are highly competitive, and if we are unable to effectively compete, it may result in a loss of market share or a decrease in revenue or profit margins;

•	we rely on a limited number of large offshore helicopter support contracts with a limited number of customers. If any of these are terminated early or not renewed, our revenues could decline;

•	negative publicity may adversely impact us;

•	our fixed operating expenses and long-term contracts with customers could adversely affect our business under certain circumstances;

•	we depend on a small number of helicopter manufacturers and any safety issues can severely limit our ability to continue operating helicopters already in our fleet;

•	we depend on a limited number of third-party suppliers for helicopter parts and subcontract services;

•	restructuring of our operations and organizational structure may lead to significant costs;

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our business requires substantial capital expenditures, lease and working capital financing, which we are currently blocked from accessing through the capital markets and banks. Any further deterioration of current industry or business conditions, the capital and banking markets or a prolonged period in Chapter 11 proceedings generally could adversely impact our business, financial condition and results of operations;

•	we rely on the secondary used helicopter market to dispose of our older helicopters and parts due to our ongoing fleet modernization efforts;

•	our operations are subject to extensive regulations which could increase our costs and adversely affect us;

•	our MRO business, Heli-One, could suffer if licenses issued by OEMs and/or governmental authorities are not renewed or we cannot obtain additional licenses;

•	we derive significant revenue from non-wholly owned variable interest entities. If we are unable to maintain good relations with the other owners of such non-wholly owned entities, our business, financial condition or results of operations could be adversely affected;

•	our operations may suffer due to political, regulatory, commercial and economic uncertainty;

•	our business in countries with a history of corruption and transactions with foreign governments increases the compliance risks associated with our international activities;

•	we are subject to extensive federal, state, local and foreign environmental, health and safety laws, rules, regulations and ordinances that could have an adverse impact on our business;

•	we are subject to many different forms of taxation in various jurisdictions throughout the world, which could lead to disagreements with tax authorities regarding the application of tax laws;

•	the offshore helicopter services industry is cyclical;

•	we are exposed to foreign currency risks;

•	our failure to hedge exposure to fluctuations in foreign currency exchange rates effectively could unfavorably affect our financial performance;

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•	we are exposed to credit risks;

•	our customers may seek to shift risk to us;

•	if oil and gas companies undertake cost reduction methods, there may be an adverse effect on our business;

•	reductions in spending on helicopter services by government agencies could lead to modifications of SAR and EMS contract terms or delays in receiving payments, which could adversely impact our business, financial condition and results of operations;

•	failure to develop or implement new technologies and disruption to our systems could affect our results of operations;

•	we rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our business could be negatively affected;

•	the loss of key personnel could affect our growth and future success;

•	labor problems could adversely affect us;

•	if the assets in our defined benefit pension plans are not sufficient to meet the plans’ obligations, we could be required to make substantial cash contributions and our liquidity could be adversely affected;

•	adverse results of legal proceedings could materially and adversely affect our business, financial condition or results of operations;

•	in the event we are or become treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, our U.S. shareholders could be subject to adverse U.S. federal income tax consequences;

•	we are controlled by a shareholder group, which might have interests that conflict with ours or the interests of our other shareholders;

•	due to our Chapter 11 bankruptcy proceedings, our ordinary shares may have no value and any investment in our shares is highly speculative;

•	the market for our ordinary shares historically has experienced significant price and volume fluctuations;

•	we have not paid dividends on our ordinary shares historically and may not pay any cash dividends on our ordinary shares or preferred shares for the foreseeable future;

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pursuant to the terms of the preferred shares, which rank senior to our ordinary shares, we are required to pay regular cash dividends or issue shares in respect of amounts accrued as dividends on the preferred shares, and we may be required under certain circumstances to repurchase the preferred shares; we are currently unable to pay such obligations while we are in Chapter 11 proceedings and are likely not to pay any cash dividends for the foreseeable future;

•	our preferred shares have rights, preferences and privileges that are not held by, and are preferential to the rights of, holders of our ordinary shares. Such preferential rights could adversely affect our liquidity and financial condition, and may result in the interests of the holders of our preferred shares differing from those of the holders of our ordinary shares;

•	we are a holding company and, accordingly, are dependent upon distributions from our subsidiaries to generate the funds necessary to meet our financial obligations and pay dividends;

•	the requirements of being a public company may strain our resources and distract our management;

•	provisions of our articles of association and Cayman Islands corporate law may discourage or prevent an acquisition of us which could adversely affect the value of our ordinary shares;

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•	our organizational documents contain a variety of anti-takeover provisions that could delay, deter or prevent a change in control;

•	shareholder rights under Cayman Islands law may differ materially from shareholder rights in the United States, which could adversely affect the ability of us and our shareholders to protect our and their interests;

•	as a shareholder, you might have difficulty obtaining or enforcing a judgment against us because we are incorporated under the laws of the Cayman Islands; and

•	our Major Investors, Clayton, Dubilier & Rice (“CD&R”) and First Reserve Management, L.P. (“First Reserve”), may compete with us, and our articles of association contain a provision that expressly permits our non-employee directors to compete with us.

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Item 1.	Business

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(i)	EMS only.

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Item 1A.	Risk factors

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•	our ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 proceedings and the outcomes of Bankruptcy Court rulings in general;

•	the length of time that we will operate under the Chapter 11 proceedings and our ability to successfully emerge from Chapter 11;

•	our ability to develop and consummate a plan of reorganization with respect to the Chapter 11 proceedings;

•	our ability to obtain Bankruptcy Court and creditor approval of our plan of reorganization and the impact of alternative proposals, views and objections of the creditors’ committee and other interested parties, which may make it difficult to develop and consummate a plan of reorganization in a timely matter;

•	risks associated with third parties seeking and obtaining court approval to (i) terminate or shorten our exclusivity period to propose and confirm a plan of reorganization, (ii) appoint a Chapter 11 trustee, or (iii) convert the Bankruptcy Cases to Chapter 7 liquidation cases;

•	risks associated with third-party motions in the Chapter 11 proceedings, which may interfere with our reorganization efforts;

•	risks associated with a change of control due to the Chapter 11 proceedings;

•	the ability to maintain sufficient liquidity throughout the Chapter 11 proceedings;

•	increased costs related to the Bankruptcy filing;

•	our ability to manage contracts that are critical to our operation, to obtain and maintain appropriate terms with employees, customers, suppliers and service providers; and

•	our ability to maintain existing employees, customers, vendor relationships and expand our customer base.

•	engage in certain transactions with our vendors;

•	buy or sell assets outside the ordinary course of business;

•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

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•	borrow for our operations, investments or other capital needs or to engage in other business activities that would be in our interest.

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•	increasing our vulnerability to adverse economic and industry conditions;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

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

•	limiting our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures and other purposes.

•	refinancing or restructuring our debt;

•	selling assets;

•	reducing or delaying capital investments; or

•	seeking to raise additional capital.

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•	actions of the Organization of Petroleum Exporting Countries and other oil producing countries to control prices or change production levels;

•	general economic and political conditions, both worldwide and in the regions in which we operate;

•	governmental regulation;

•	the price and availability of alternative fuels;

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•	the policies of various governments regarding the exploration and development of their oil and gas reserves;

•	advances in exploration, development and production technology; and

•	the effects of hostilities or instability in oil-producing countries or the regions in which they are located.

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•	issuance of administrative, civil and criminal penalties;

•	denial or revocation of permits or other authorizations;

•	imposition of limitations on our operations; and

•	performance of site investigatory, remedial or other corrective actions.

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permit our board of directors to issue, without any further vote or action by our shareholders, preferred shares in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series; and

•	provide for our board of directors to be a classified board.

•	a classified board of directors;

•	a requirement that annual general meetings of shareholders be called by only a majority of the board of directors or by the Chairman of the board of directors or in the case of extraordinary general meetings, by a majority of the board of directors, by the Chairman of the board of directors or by shareholders holding not less than a majority of our shares then outstanding;

•	a requirement that shareholder proposals and nominations will be considered only at an extraordinary general meeting convened for such purpose; and

•	the authority of the board of directors to issue preferred shares with such terms as the board of directors may determine.

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•	acquire, hold and dispose of ordinary shares for his or her own account or for the account of others, and exercise all of the rights of a shareholder to the same extent and in the same manner as if he or she were not our director; and

•	in his or her personal capacity or in his or her capacity as a director, officer, trustee, shareholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage in business activities that are similar to ours, compete with us or involve a business opportunity that we could seize and develop.

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Item 1B.	Unresolved staff comments

Item 2.	Properties

Item 3.	Legal proceedings

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Item 4.	Mine safety disclosures

Item 5.	Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities

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(i)	Consists solely of shares that were withheld to satisfy tax withholding amounts due from employees upon the vesting of previously issued restricted shares.

(ii)	The weighted-average price paid per share is the weighted-average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees.

Item 6.	Selected financial data

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(i)	Direct costs includes helicopter lease and associated costs as these costs are combined in the consolidated statement of operations, which is included in the audited annual consolidated financial statements included elsewhere in this Annual Report on Form 10-K for the fiscal years ended April 30, 2014, 2015 and 2016.

(ii)	Asset impairments includes impairment of assets held for sale, property and equipment, receivables and funded residual value guarantees, intangible assets, goodwill and inventories.

(iii)

Financing charges includes interest on long-term debt, foreign exchange gain (loss) and other financing income (charges). Other financing income (charges) includes amortization of deferred financing costs, net gain (loss) on the fair value of forward contracts and embedded derivative financial instruments, net gain (loss) on debt extinguishment, interest income and expense and the other items set forth in note 15 to our audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016, included elsewhere in this Annual Report on Form 10-K.

(iv)

Total debt and capital lease obligations includes the net discount on our senior secured notes and excludes a facility secured by accounts receivables. As of April 30, 2016, the facility secured by accounts receivables had a balance of $22.3 million. See note 3(a)(ii) to our audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

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Item 7.	Management’s discussion and analysis of financial condition and results of operations

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Our Helicopter Services segment consists of flying operations in the Eastern North Sea, the Western North Sea, the Americas, the Asia Pacific region and the Africa-Euro Asia region, primarily serving our offshore oil and gas customers and providing SAR and EMS to government agencies and to our oil and gas customers. The Eastern North Sea is comprised mainly of Norway while the Western North Sea includes the United Kingdom, the Republic of Ireland and the Netherlands. The Americas is comprised of Brazil, North American countries and other South American countries. The Asia Pacific region includes Australia and Southeast Asian countries, including East Timor and Malaysia, and the Africa-Euro Asia region includes countries in Africa and Eastern Europe, including Kazakhstan.

•	Helicopter Services generated approximately 88% to 90% of its revenue for the three years ended April 30, 2016 from oil and gas customers and of this amount, the majority is tied to our customers’ offshore production operations, which can have long-term transportation requirements.

•	Helicopter Services also provides SAR and EMS to government agencies and to our oil and gas customers. SAR and EMS revenue to non-oil and gas customers has historically contributed approximately 10% to 12% of Helicopter Services revenue for the three years ended April 30, 2016.

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Our Heli-One segment includes helicopter maintenance, repair and overhaul facilities in Norway, Poland, Canada and the United States, providing services for our fleet and for our external customer base primarily in Europe, Asia and North America. Although intersegment revenues are eliminated from the presentation of our consolidated financial information, operationally, Heli-One’s largest customer is our Helicopter Services segment.

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We have historically generated the majority of our third-party Heli-One revenue by providing maintenance, repair and overhaul services to other helicopter operators. Approximately 38%, 40% and 34% of our third-party Heli-One revenue in fiscal 2014, 2015, and 2016, respectively, was derived from “power by the hour” contracts, where the customer pays a ratable monthly charge, typically based on the number of hours flown, for all scheduled and un-scheduled maintenance.

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(i)	Operating margin is calculated as operating income (loss) divided by total revenue.

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General level of offshore production and drilling activity. Demand for our services depends primarily upon ongoing offshore hydrocarbon production and the capital spending of oil and gas companies and the level of offshore drilling activity. Higher activity levels can lead to greater utilization of our helicopters by our customers. Because a large portion of our costs are fixed, our Adjusted EBITDAR margins typically improve when more of our helicopters are deployed.

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•	Impact of fleet mix. Generally, contracts for our helicopter services requiring heavier and newer helicopters provide an opportunity to generate greater profit than lighter and older helicopters. Consequently, our revenue and profit opportunity improves as we upgrade our fleet and enter into new contracts.

•	Timing of new contracts and our commencement of service under new contracts. Our results of operations in a particular period can be impacted by the timing of the execution of new contracts and our ability to provide services under new contracts.

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(i)	Direct costs in the information above excludes helicopter lease and associated costs. These costs are combined in the consolidated statements of operations, which are included in the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

(ii)

Adjusted EBITDAR is a non-GAAP measure. See “—Key Financial and Operating Metrics” for the definition and discussion of this non-GAAP measure. Additional information about our Adjusted EBITDAR, including a reconciliation of this measure to our audited annual consolidated financial statements is also provided in note 26 of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

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(iii)	Adjusted EBITDAR excluding special items is a non-GAAP measure. See “—Key Financial and Operating Metrics” for the definition and discussion of this non-GAAP measure. A description of the adjustments to and reconciliations of this non-GAAP financial measure to Adjusted EBITDAR is as follows:

(iv)	Adjusted EBITDAR margin and Adjusted EBITDAR margin excluding special items are non-GAAP measures. See “—Key Financial and Operating Metrics” for the definition and discussion of these non-GAAP measures. These measures are calculated by dividing the respective numerator by total revenues less reimbursable revenue as follows:

(v)	Adjusted net loss is a non-GAAP measure. See “—Key Financial and Operating Metrics” for the definition and discussion of this non-GAAP measure. A description of the adjustments to and reconciliations of this non-GAAP financial measure to the most comparable GAAP financial measure is as follows:

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(i)	Includes revenue from the customer reimbursement of fuel costs of $75.1 million for the fiscal year ended April 30, 2015 and $50.4 million for the fiscal year ended April 30, 2016.

(ii)	Includes $75.8 million in fuel costs for the fiscal year ended April 30, 2015 and $51.5 million for the fiscal year ended April 30, 2016.

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Eastern North Sea. Revenues in the Eastern North Sea decreased by $61.2 million, or 18.1% compared to fiscal 2015. This was primarily due to the impact of the strengthening U.S. dollar on reported results in this region, which decreased revenue by $41.6 million compared to fiscal 2015. Operationally, there was a $31.8 million increase in revenue from new contract wins in the oil and gas sector, primarily from the provision of SAR helicopter flying services to certain oil and gas customers. The increase was offset by a $51.4 million decrease as a result of a net reduction in activity levels with existing customers, contract completions and lower reimbursable revenue.

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Western North Sea. Revenues in the Western North Sea decreased by $72.8 million, or 17.6% compared to fiscal 2015, which included a $25.2 million decrease related to the impact of the strengthening U.S. dollar on reported results in this region. There was a $76.0 million decrease in revenue in the region from contract completions, contract modifications with continuing customers due to changes in customers' helicopter requirements and lower reimbursable revenue, primarily for oil and gas production customers. This was partially offset by a $28.4 million increase in revenue from new heavy and medium helicopter contract activity in the oil and gas sector.

•	Americas. Revenues in the Americas decreased by $51.5 million, or 17.2% compared to fiscal 2015. There was a $70.5 million decrease in revenue primarily due to contract completions and reduced activity in Brazil, partially offset by new contract wins in Brazil, Suriname and Canada, which resulted in additional revenue of $19.0 million compared to fiscal 2015.

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Asia Pacific. Revenues in Asia Pacific decreased by $66.2 million, or 20.3% compared to fiscal 2015, which included a $21.5 million decrease related to the impact of the strengthening U.S. dollar on reported results in this region. Revenue also decreased by $53.8 million due to completed contracts and reductions in customer activity, mainly in Malaysia, East Timor and Australia. This was partially offset by a $9.1 million increase in revenue from new contract wins and ad-hoc work for oil and gas customers in Australia.

•	Africa-Euro Asia. Revenues in Africa-Euro Asia decreased by $70.2 million, or 40.7% compared to fiscal 2015 primarily due to contract completions and a reduction in ad-hoc work in Tanzania, Nigeria, Equatorial Guinea and Mozambique. The majority of the reduction in revenue was due to helicopter services provided to customers for oil and gas exploration related activity.

•	Crew costs, which include salaries, benefits, training and recruitment costs, decreased by $104.0 million to $309.8 million compared to fiscal 2015. The decrease in crew costs was partially due to the impact of the strengthening U.S.

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Base operations and other costs, which include our base operations, reimbursable costs, insurance costs and other external expenses, decreased by $86.2 million to $213.2 million compared to fiscal 2015, which included an approximate $20.2 million decrease related to the impact of the strengthening U.S. dollar. There was a decrease of $32.7 million in rechargeable costs to customers due to a decrease in fuel prices and lower flying hours compared to fiscal 2015. In addition, contract completions following the closure of bases, primarily in our Africa-Euro Asia and Asia Pacific regions, in addition to cost saving initiatives in Brazil and in our North Sea region, have reduced costs by $33.3 million compared to fiscal 2015. Base operations and other costs were incurred only by our Helicopter Services segment.

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Maintenance costs decreased by $69.6 million to $239.2 million compared to fiscal 2015. Maintenance costs decreased by $22.9 million compared to fiscal 2015 due to the impact of foreign exchange translation, as a result of the strengthening U.S. dollar. Maintenance costs include those related to repairs for owned and leased major components, spares and rotable and repairable parts, which are recognized when the costs are incurred. Our costs therefore can vary with the timing of the maintenance activity. A portion of our maintenance costs are externally subcontracted on a PBH basis and vary with flight hours. Maintenance costs decreased by $41.7 million compared to fiscal 2015 due to a combination of reduced activity, fleet optimization initiatives and improved rotable and fleet maintenance planning, but were also impacted by the timing of maintenance events. In addition, we incurred $5.0 million in fiscal 2015 related to inspection costs on our H225 fleet until the completion of retrofit of the redesigned gear shaft on our H225 helicopters at the end of fiscal 2015. See “—Aviation Safety and Regulatory Developments” included elsewhere in this Annual Report on Form 10-K for further information.

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Support costs decreased by $36.1 million to $123.6 million compared to fiscal 2015, due to a combination of foreign exchange translation, reduced headcount and lower levels of consulting and professional fees, driven by our cost saving initiatives and lower activity levels. The majority of support costs are incurred by our Helicopter Services segment, with $16.1 million related to our Heli-One segment.

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(i)	In fiscal 2015, direct costs were comprised of crew costs of $413.9 million, base operations and other costs of $299.4 million and maintenance and support costs of $338.6 million. In fiscal 2016, direct costs were comprised of crew costs of $309.8 million, base operations and other costs of $213.2 million and maintenance and support costs of $236.9 million.

(ii)	Adjusted EBITDAR margin is calculated as Adjusted EBITDAR divided by total revenue less reimbursable revenue. Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursement expense in direct costs.

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Approximately one-third of the decline in Adjusted EBITDAR was due to the impact of foreign exchange translation of the results of our foreign operations, primarily related to our North Sea region. The U.S. dollar strengthened against most currency groups in the current fiscal year compared to fiscal 2015, which resulted in a decrease in reported U.S. dollar EBITDAR amounts in these regions, where activities were transacted primarily in the local currencies of our operations;

•	Contract completions and decreased customer activity in the North Sea, related to oil and gas exploration and production contracts, including the completion of several short-term contracts, partially offset by cost savings through reduction in headcount and other initiatives, decreased Adjusted EBITDAR by $15.4 million compared to fiscal 2015, with minimal impact on Adjusted EBITDAR margin;

•	Contract completions and lower activity in our Asia Pacific region, primarily due to changes in customer requirements in Malaysia and contract completions in East Timor and Australia, partially offset by new contracts and cost saving initiatives, decreased Adjusted EBITDAR by $23.3 million and Adjusted EBITDAR margin by 0.8% compared to fiscal 2015;

•	Lower activity in our Africa-Euro Asia region, primarily due to contract completions and a reduction in ad-hoc work in Tanzania, Nigeria, Equatorial Guinea, and Mozambique for oil and gas customers, decreased Adjusted EBITDAR by $31.6 million and Adjusted EBITDAR margin by 0.7% compared to fiscal 2015;

•	Lower earnings from equity accounted investees primarily due to the sale of our 50% interest in our equity-accounted investment in Helideck Certification Agency, which increased Adjusted EBITDAR by $3.8 million in fiscal 2015; partially offset by

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Lower maintenance costs, primarily due to a combination of reduced activity, timing of maintenance events, fleet optimization initiatives, improved rotable and fleet maintenance planning, increased Adjusted EBITDAR by $54.9 million and Adjusted EBITDAR margin by 4.8% compared to fiscal 2015. A part of this reduction in maintenance costs was due to $5.0 million incurred in fiscal 2015 related to ongoing inspection costs on our H225 fleet. These inspection costs were incurred until the completion of retrofit of the redesigned gear shaft on our H225 helicopters at the end of fiscal 2015. See “—Aviation Safety and Regulatory Developments” included elsewhere in this Annual Report on Form 10-K for further information.

(i)	In fiscal 2015, direct costs were comprised of maintenance costs of $216.3 million and support costs of $19.1 million. In fiscal 2016, direct costs were comprised of maintenance costs of $194.6 million and support costs of $16.1 million.

(ii)	Adjusted EBITDAR margin is calculated as Adjusted EBITDAR divided by total revenue less reimbursable revenue, of which there was none in the Heli-One segment in fiscal 2015 and 2016.

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•	Decreased external third-party PBH revenue and internal revenue with our Helicopter Services segment, due to a reduction in flying activity, was more than offset by cost control efforts and an increase in third-party MRO revenue. This increased Adjusted EBITDAR by approximately $1.6 million compared to fiscal 2015; and

•	Lower facilities, support and executive costs due to our cost saving initiatives, and changes in the allowance for doubtful accounts, increased Adjusted EBITDAR by $3.4 million compared to fiscal 2015.

(i)	Includes revenue from the customer reimbursement of fuel costs of $95.1 million for the fiscal year ended April 30, 2014 and $75.1 million for the fiscal year ended April 30, 2015.

(ii)	Includes $97.2 million in fuel costs for the fiscal year ended April 30, 2014 and $75.8 million for the fiscal year ended April 30, 2015.

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Eastern North Sea. Revenue in the Eastern North Sea decreased by $44.6 million, or 11.6% compared to fiscal 2014. This was primarily due to the impact of the strengthening U.S. dollar on reported results in this region, which decreased revenue by $35.2 million compared to fiscal 2014. Operationally, there was a $32.5 million increase in revenue from new contract wins in the oil and gas sector, including the provision of SAR helicopters to certain oil and gas customers, in addition to increased flying activity with existing customers, which benefited from the resumption of normal commercial operations of our H225 fleet. The increase was offset by contract completions for both heavy and medium helicopter customer contracts of $30.8 million and by an $11.1 million reduction due to changes in the helicopter requirements for a customer.

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Western North Sea. Revenue in the Western North Sea decreased by $7.3 million, or 1.7% compared to fiscal 2014. This was primarily due to the impact of the strengthening U.S. dollar on reported results in this region, which decreased revenue by $16.4 million compared to fiscal 2014. There was a $33.8 million decrease in revenue in the region from completed contracts and lower reimbursable revenue, the latter of which has been impacted by lower fuel prices during fiscal 2015. Revenue increased in the Republic of Ireland for a SAR contract, which was fully implemented by December 2013, partially offset by the expiration of a SAR contract in the UK, which resulted in a net increase to revenue of $11.9 million in fiscal 2015. Additional services and new oil and gas contracts generated additional revenue of $24.3 million, primarily due to new contracts for H225 and S92A helicopters. In addition, ad-hoc revenue and other revenue was $6.7 million higher than fiscal 2014, primarily due to the H225 return to service.

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Americas. Revenue in the Americas increased by $22.7 million, or 8.2% compared to fiscal 2014. This was primarily due to new contract wins in Brazil, Suriname and Canada, which resulted in additional revenue of $26.8 million, and increased revenue in Brazil under existing contracts of $32.8 million, partly driven by the H225 return to service. The increase was offset by a $31.0 million reduction in revenue due to a contract completion in Nicaragua, which ended in January 2014, and by a contract completion in Brazil in April 2014. There was a $5.9 million reduction in rechargeable revenues and other items, driven in part by lower fuel prices, compared to fiscal 2014.

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Asia Pacific. Asia Pacific revenue decreased by $17.7 million, or 5.1% compared to fiscal 2014. This was primarily due to a $47.5 million decrease in revenue from completed contracts, mainly in Australia and the Philippines related to both oil and gas production and exploration contracts, $5.2 million lower rechargeable and reimbursable revenue and a $12.7 million decrease due to foreign exchange. These decreases were offset by additional revenues from new contract wins and modifications for oil and gas customers of $41.2 million, and by a $6.5 million increase in activity from existing customers, partly due to the resumption of normal commercial operations of our H225 fleet.

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Africa-Euro Asia. Africa-Euro Asia revenue decreased by $14.2 million, or 7.6% compared to fiscal 2014. This was primarily due to the completion of contracts in Kazakhstan, Kenya, Azerbaijan and Tanzania which decreased revenue by $24.9 million compared to fiscal 2014. In addition, there was a decrease in revenue of approximately $30.4 million compared to fiscal 2014, due to contract modifications with continuing customers as a result of changes in customer requirements, primarily in Kazakhstan. These decreases were partially offset by new contract wins and changes in contract activity in Equatorial Guinea, Eastern Europe and in other African countries, which resulted in additional revenue of $28.0 million. We generated additional revenue of $13.1 million in Nigeria compared to fiscal 2014.

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(i)	In fiscal 2014, direct costs were comprised of crew costs of $429.1 million, base operations and other costs of $333.8 million and maintenance and support costs of $348.1 million. In fiscal 2015, direct costs were comprised of crew costs of $413.9 million, base operations and other costs of $299.4 million and maintenance and support costs of $338.6 million.

(ii)	Adjusted EBITDAR margin is calculated as Adjusted EBITDAR divided by total revenue less reimbursable revenue. Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursement expense in direct costs.

•	In the Eastern North Sea, contract wins from several oil and gas customers, which includes the provision of SAR helicopters to oil and gas customers and the benefit of the resumption of our H225 fleet to normal commercial operations, increased Adjusted EBITDAR by $39.1 million in fiscal 2015 compared to fiscal 2014. This increased Adjusted EBITDAR margin by 2.1%;

•

Adjusted EBITDAR and Adjusted EBITDAR margin increased in the Western North Sea by $49.0 million and 2.4%, respectively, due to new oil and gas sector contracts and SAR work based in the Republic of Ireland, for a contract which was partially implemented during fiscal 2014, together with a reduction in crew costs. Oil and gas contract wins included the supply of additional heavy helicopters, including H225 and S92A helicopters, to both new and existing customers;

•	Contract wins in Africa-Euro Asia increased Adjusted EBITDAR and Adjusted EBITDAR margin favorably by $18.3 million and 0.3%, respectively, for short and long-term contracts wins and modifications in the oil and gas industry in Eastern Europe, Equatorial Guinea and other countries. This increase includes $7.5 million for new contract work with oil and gas customers in Nigeria;

•	Contract wins in the oil and gas industry in the Americas, including new contract work for heavy helicopters in Canada, new long-term oil and gas work with a customer in Brazil, and favorable changes in activity with an existing customer in Brazil, increased Adjusted EBITDAR and Adjusted EBITDAR margin by $57.3 million and 2.6%, respectively; and

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•	New production and exploration contracts, in addition to contract modifications for additional services in South East Asia, primarily in Australia and East Timor, increased Adjusted EBITDAR and Adjusted EBITDAR margin by $27.8 million and 0.8% respectively.

•	Adjusted EBITDAR and Adjusted EBITDAR margin decreased by $54.4 million and 1.9% over fiscal 2014 respectively, due primarily to contract completions, decreased customer activity with oil and gas customers and the impact of the weakening of the Norwegian Kroner relative to the U.S. dollar in the Eastern North Sea;

•	The completion of contracts in the Western North Sea for the supply of heavy and medium helicopters to oil and gas customers and other contract modifications, together with impact of the strong U.S. dollar, decreased Adjusted EBITDAR and Adjusted EBITDAR margin by $38.4 million and 1.6%, respectively;

•	The completion of contracts and in Azerbaijan, Kenya, Tanzania and Mozambique and the modification of our customer contract in Kazakhstan decreased Adjusted EBITDAR and Adjusted EBITDAR margin by $31.4 million and 0.8%, respectively;

•	Adjusted EBITDAR and Adjusted EBITDAR margin decreased in the Americas by $29.8 million and 1.3%, respectively, due to contract completions in Brazil in April 2014 and in Nicaragua in January 2014;

•	The completion of oil and gas customer contracts in South East Asia, primarily in Australia, Malaysia and the Philippines, decreased Adjusted EBITDAR and Adjusted EBITDAR margin by $36.8 million and 1.1% respectively; and

•

In fiscal 2015, $5.4 million of costs were incurred related to ongoing inspection costs on the H225 fleet compared to $4.0 million in fiscal 2014. These additional inspection costs were incurred until the completion of retrofit of the redesigned gear shaft for the H225 helicopters, which was completed in fiscal 2015. See “—Aviation Safety and Regulatory Developments” included elsewhere in this Annual Report on Form 10-K for further information.

(i)	In fiscal 2014, direct costs were comprised of maintenance costs of $258.1 million and support costs of $19.9 million. In fiscal 2015, direct costs were comprised of maintenance costs of $216.3 million and support costs of $19.1 million.

(ii)	Adjusted EBITDAR margin is calculated as Adjusted EBITDAR divided by total revenue less reimbursable revenue, of which there was none in the Heli-One segment in fiscal 2014 and 2015.

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•	Lower levels of MRO revenue with our Helicopter Services segment, due in part to supply chain optimization and fleet maintenance planning initiatives, decreased Adjusted EBITDAR by approximately $7.9 million compared to fiscal 2014;

•	Higher external third-party PBH revenue, due to increased third-party flight hours, increased Adjusted EBITDAR by $2.3 million over fiscal 2014. The increase in customer flight hours was partially driven by third-party customers’ resumption of H225 operations during fiscal 2014, in addition to new customer contracts; and

•	Other costs changes, which include lower support costs, which include executive, finance, facilities, human resources and sales costs, and changes in the allowance for doubtful accounts, decreased Adjusted EBITDAR margin by $1.1 million compared to fiscal 2014.

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•	During fiscal 2016, CHC Helicopter S.A. borrowed $327.5 million on our revolving credit facility;

•	During fiscal 2016 one of our subsidiaries borrowed $139.0 million on the ABL Facility, which we have entered into with a syndicate of financial institutions. This was partially offset by $4.8 million of deferred financing costs which we incurred in fiscal 2016 on this facility;

•	In fiscal 2015, CHC Helicopter S.A. repurchased $155.7 million of our senior secured notes on the open market during May and December 2014 and January 2015 for a total of $158.7 million in cash;

•	In fiscal 2015, CHC Helicopter S.A. redeemed $105.0 million of our senior unsecured notes in November 2014 and repurchased $39.0 million of the senior unsecured notes on the open market in December 2014, and April 2015, we purchased an additional $20.8 million of senior unsecured notes, for a total of $166.0 million in cash; and

•	In fiscal 2015, a distribution of $8.5 million was paid to the holder of the non-controlling interest of EHOB due to an amendment of the shareholders agreement on October 30, 2014. For more information, see note 3(a)(i) of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

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On August 21, 2014, we announced the entry into definitive agreements with funds managed by CD&R for aggregate investment in us of up to $600.0 million through a private placement issuance of our preferred shares (the “Private Placement”). In fiscal 2015, we received $572.8 million of net proceeds on the issuance of the redeemable convertible preferred shares in connection with the Private Placement. Additional information on the terms of the preferred shares is detailed in note 19 of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K;

•	In July and August 2015, CHC Helicopter S.A. repurchased $40.6 million of the senior unsecured notes on the open market for cash proceeds of $22.1 million; and

•	There was an increase in cash outflows of $7.9 million in our current facility secured by accounts receivable due to the timing of transactions in our trade receivables securitization program compared to fiscal 2015 and a $0.8 million increase in cash payments on our capital leases.

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•	In fiscal 2014, we received net proceeds of $285.7 million from the issuance of $300.0 million aggregate principal amount of senior unsecured notes on May 13, 2013 by CHC Helicopter S.A., our wholly owned subsidiary;

•	In fiscal 2014, we issued ordinary shares for net proceeds of $317.8 million as part of our IPO on the New York Stock Exchange;

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During fiscal 2015, CHC Helicopter S.A. repurchased on the open market $65.0 million of our senior secured notes at premiums ranging from 108.00% to 109.13% in May 2014 and $90.7 million of our senior secured notes at prices ranging from 95.50% to 98.00% of the principal amount in December 2014 and January 2015. The total cash payments for the senior secured note repurchases in fiscal 2015 were $158.7 million;

•

In November 2014, CHC Helicopter S.A. redeemed $105.0 million of the senior unsecured notes at a premium of 109.375% and, in December 2014, repurchased $39.0 million of the senior unsecured notes on the open market at prices ranging from 92.75% to 95.04% of the principal. On April 6, 2015, we announced a tender offer to purchase up to $80.0 million of the senior unsecured notes at a price of 67.50% of the principal amount plus accrued and unpaid interest for senior unsecured notes tendered before April 17, 2015. On April 21, 2015 we purchased $20.8 million of senior unsecured notes for $14.0 million. The total cash payments on the senior unsecured note redemptions and repurchases in fiscal 2015 were $166.0 million;

•	There was a net reduction of $18.0 million in our current facility secured by accounts receivable, due to the timing of transactions in our trade receivables securitization program compared to fiscal 2014; and

•	In fiscal 2015, a distribution of $8.5 million was paid to the minority shareholder of EHOB due to an amendment of the shareholders’ agreement on October 30, 2014. For more information, see note 3(a)(i) of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

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We received $572.8 million of net proceeds on the issuance of the redeemable convertible preferred shares in connection with the closing of the Private Placement with CD&R. Additional information on the terms of the preferred shares is detailed in note 19 of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K;

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•	Compared to fiscal 2014, our net repayments on our revolving credit facility decreased by $123.6 million, part of which were repaid from proceeds from our IPO in fiscal 2014;

•	On February 7, 2014, CHC Helicopter S.A. redeemed $130.0 million of the senior secured notes at a redemption price of 103%, for an amount of $133.9 million, excluding accrued interest; and

•

In fiscal 2014, we repaid a related party loan of $25.1 million which did not recur in fiscal 2015. The related party loan transactions reflect the borrowing and repayment of loans to companies under the common control of one of our Major Investors and are described in note 23(b) of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

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(i)	The Bankruptcy Cases could materially modify our payable and accrual obligations for amounts owed by Debtors who have filed Petitions with the Bankruptcy Court.

(ii)

The commencement of the Bankruptcy Cases constituted an event of default that accelerated our obligations under the senior secured notes and senior unsecured notes, the revolving credit facility and the ABL Facility. Any efforts to enforce payments related to these obligations are automatically stayed as a result of the filing of the Petitions and are subject to the applicable provisions of the Bankruptcy Code. The acceleration of these obligations did not occur until May 5, 2016. The debt obligations

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(iii)	See “—Operating Lease Commitments” below.

(iv)	Our 15 year master training services agreement with CAE Inc. is for the provision of training services to us on CAE’s worldwide network of simulators. This agreement ends in fiscal 2026 and commits us to annual minimum training purchases.

(v)

Pension obligations represent estimated contributions of $25.3 million to our defined benefit pension plans in the UK and Norway during fiscal 2017 and a contractual obligation with the UK pension plan to contribute £6.0 million per annum from fiscal 2017 until mid-fiscal 2023. Due to the potential impact of future plan investment performance, changes in interest rates, wage rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our Norway defined benefit pension plans for periods beyond fiscal 2017.

(vi)	See “—New Helicopter Commitments” below for further information.

(vii)

This represents the undiscounted cash flows related to employee related severance costs and other associated costs, and contractual lease, maintenance and other costs on leased helicopters which we have permanently ceased use of in operations. Certain lease associated restructuring costs accrued as at April 30, 2016 related to rejected helicopter leases. The Bankruptcy Court may allow claims made by the lessors against the Debtors in association with these leases which may materially differ from the lease associated costs accrued. See note 8 of the audited annual consolidated financial statements for the fiscal years ended April 30, 2014, 2015 and 2016 included elsewhere in this Annual Report on Form 10-K.

(viii)	This represents the fair value of foreign currency derivative forward contracts recognized as a liability at April 30, 2016. All of our forward contract arrangements were terminated subsequent to April 30, 2016.

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Item 7A.	Quantitative and qualitative disclosures about market risk

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Item 8.	Financial statements and supplementary data

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1.	Voluntary Filing under Chapter 11 of the United States Bankruptcy Code ("Chapter 11"):

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2.	Significant accounting policies:

(a)	Basis of presentation and going concern assumption:

(b)	Critical accounting estimates and assumptions:

(c)	Principles of consolidation:

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(d)	Functional and presentation currency:

(i)	Transactions and balances:

(ii)	Consolidated companies:

•	assets and liabilities are translated at the closing rate at the date of each balance sheet;

•	income and expenses are translated at average exchange rates in effect during the reporting period; and

•	exchange gains or losses arising on consolidation are deferred in accumulated other comprehensive loss until complete or substantially complete liquidation of our investment in the foreign subsidiary.

(e)	Revenue:

(i)	Helicopter flying services:

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(ii)	Heli-One (Maintenance and repair and overhaul):

(f)	Accounts receivable:

(g)	Transfer of receivables:

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(h)	Cash and cash equivalents:

(i)	Restricted cash:

(j)	Inventories:

(k)	Property and equipment:

(i)	Flying assets:

(ii)	Facilities and equipment:

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(l)	Impairment of long-lived assets:

(m)	Restructuring:

(n)	Leases:

(i)	Lease classification:

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(ii)	Residual value guarantees:

(iii)	Embedded equity in lease contracts:

(iv)	Lessee involvement in assets under construction:

(o)	Income taxes:

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(p)	Employee benefits:

(i)	Pension costs and obligations:

(ii)	Stock-based compensation:

(q)	Financial instruments:

(i)	Transaction costs:

(ii)	Fair value measurement:

(iii)	Hedging and derivatives:

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(r)	Net loss per ordinary share:

(s)	Redeemable convertible preferred shares:

(t)	Reporting of amounts reclassified out of accumulated other comprehensive loss:

(u)	Comparative figures:

(v)	Change in accounting estimates:

(w)	Recent accounting pronouncements adopted:

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(x)	Recent accounting pronouncements not yet adopted:

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3.	Variable interest entities:

(a)	VIEs of which the Company is the primary beneficiary:

(i)	Local ownership VIEs:

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(ii)	Accounts receivable securitization:

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(iii)	Trinity Helicopters Limited:

(b)	VIEs of which the Company is not the primary beneficiary:

(i)	Local ownership VIEs:

(ii)	Leasing entities:

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4.	Asset impairments:

(a)	Impairment of property and equipment, receivables, funded residual value guarantees and intangible assets:

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(b)	Impairment of assets held for sale:

(c)	Impairment of goodwill and intangible assets:

(d)	Impairment of inventories:

(e)	Non-recurring fair value measurements:

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5.	Property and equipment:

6.	Assets held for sale:

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7.	Intangible assets:

8.	Restructuring:

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(i)	Included within employee related severance costs is the acceleration of the vesting of stock options for certain terminated employees (note 18) and the settlement of the Netherlands defined benefit plan (note 20). Included within lease associated costs is the adjustment to operating lease related asset and liability balances for helicopters we have permanently ceased use of in operations.

(ii)	Included within employee related severance costs is a curtailment loss recognized on the Norway unfunded pension plan (note 20). Included within lease associated costs is the adjustment to operating lease related asset and liability balances for helicopters we have permanently ceased use of in operations.

(iii)	Included within restructuring expense for the fiscal year ended April 30, 2016 is $14.9 million for costs related to professional advisors retained by the Company to assist with the Bankruptcy process.

9.	Investments:

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10.	Inventories:

11.	Accounts receivable:

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12.	Other assets:

(a)	Helicopter operating lease funded residual value guarantees:

(b)	Fair value measurements:

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(c)	Deferred financing costs:

13.	Other liabilities:

(a)	Fair value measurements:

(b)	Contract inducement:

(c)	Insurance claims accrual:

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14.	Long-term debt obligations:

(a)	Event of default:

(b)	Senior secured notes:

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(c)	Senior unsecured notes:

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Redemption by issuer any time prior to June 1, 2016 of 35% of the aggregate principal amount at a redemption price of 109.375% of the principal, plus accrued and unpaid interest, with the net proceeds of one or more equity offerings provided that at least 50% of the aggregate principal of the unsecured notes remains outstanding and the redemption occurs within 180 days of the closing date of the equity offering. This option expired unexercised on the outstanding senior unsecured notes subsequent to April 30, 2016.

•	Redemption in whole or part, on or after June 1, 2016, at redemption prices that range from 100% to 107.031% of the principal, plus accrued and unpaid interest.

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Redemption in whole or in part at a price of 100% of the aggregate principal, plus a premium equal to the greater of: 1% of the principal, or the excess of the present value at the redemption date over the principal amount of the unsecured notes. Under this option, the present value at the redemption is to be computed based on a price of 107.031% on June 1, 2016, plus all required interest due on the unsecured notes through June 1, 2016 (excluding accrued but unpaid interest to the applicable redemption date). The applicable discount rate is equal to the treasury rate as of the redemption date plus 50 basis points. This option expired unexercised subsequent to April 30, 2016.

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(d)	Revolving credit facility:

(e)	ABL Facility:

(f)	Boundary Bay financing:

(g)	Repayment requirements:

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(i)	These amounts exclude the net discount on the senior secured notes of $6.7 million which is included in the carrying amount of debt at April 30, 2016.

15.	Other financing income (charges):

16.	Income taxes:

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(i)	Represents the gross amount of tax loss carry forwards translated at closing exchange rates at April 30, 2016. Tax loss carry forwards in certain jurisdictions are subject to audit and the table above reflects our best estimate of the outcomes at the balance sheet date.

(ii)	On June 16, 2016, we terminated our agreement with the Nigerian Company and as a result we will deconsolidate Atlantic Aviation Limited and Atlantic Aviation FZE during the fiscal year ended April 30, 2017. The associated tax losses of these entities will not be available to us.

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17.	Capital stock and accumulated other comprehensive loss:

(a)	Reverse stock split:

•	All capital stock par value and authorized and issued per share information were adjusted retroactively for all prior periods presented to reflect the reverse share split ratio. This includes the calculations of our weighted average number of ordinary shares outstanding and net loss per ordinary share available to common stockholders;

•	Proportional adjustments were made to the number of ordinary shares available for issuance under the CHC Group Ltd. 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”) and those subject to

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•	Proportional adjustments were made to the per-share conversion price of the Company’s preferred shares. The reverse share split had no impact on the total number of authorized preferred shares or redeemable convertible preferred shares nor the number of redeemable convertible preferred shares issued and outstanding or its par value.

(b)	Capital stock transactions:

(c)	Accumulated other comprehensive loss:

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18.	Stock-based compensation:

(a)	2013 Omnibus Incentive Plan (“2013 Incentive Plan”):

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(b)	2011 Management Equity Plan (“2011 Plan”):

(c)	Stock-based compensation expense:

19.	Redeemable convertible preferred shares:

•	In the event of liquidation, the preferred shares rank senior to the ordinary shares for any distribution of assets and are entitled to a cumulative dividend, as well as being subordinated in right of payment to all of our

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•

Preferred shareholders are entitled to cumulative dividends accruing daily on a quarterly compounding basis at a rate of 8.50% per annum. Dividends will be paid out through the issuance of preferred shares for accruals up to the second anniversary of the second closing; thereafter, they will be paid in cash or through the issuance of preferred shares at our option on a quarterly basis as authorized by our board of directors. Additionally, the preferred shares are entitled to participate equally and ratably with ordinary shareholders and receive any dividends or distributions which may be paid on ordinary shares.

•

In an event of default the cumulative dividend rate will increase to 11.50% per annum and we will be restricted from paying dividends on, or redeeming securities, junior to the preferred shares. Default is defined as: our failure to pay participating dividends with dividends on the ordinary shares; our failure to pay in cash or satisfy through the issuance of preferred shares, as applicable, any accrued preferred dividend; our failure to pay default interest upon the occurrence of a default; our failure to comply with its obligations to convert preferred shares or to maintain sufficient authorized ordinary shares to effect a conversion of all issued preferred shares; or our failure to comply with our obligation to repurchase any preferred shares upon a change of control.

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Preferred shareholders may voluntarily convert their preferred shares into ordinary shares. The number of ordinary shares received will be equal to the quotient of (i) the liquidation value (sum of $1,000 per share and accrued dividends as at the date of liquidation) divided by (ii) the then-effective conversion price, which will initially be $225.00 and increase by 0.25% every quarter after the second closing until the eighth anniversary of the second closing. The conversation price as of April 30, 2016 was $228.06. Proportional adjustments were made to the per-share conversion price due to the reverse stock split as described in note 17.

•	Preferred shares will be subject to mandatory conversion when:

◦	Following the second anniversary of the second closing, the volume-weighted average sale price per ordinary share (“VWAP”), equals or exceeds 175% of the conversion price for 30 consecutive trading days;

◦	Following a reorganization event, the daily VWAP of the shares of the to-be surviving company equals or exceeds 175% of the adjusted conversion price for 30 consecutive trading days;

◦	Following the eighth anniversary of the second closing, the average VWAP for the 10 preceding trading days equals or exceeds the conversion price; and

◦	The liquidation value of all issued and outstanding preferred shares is less than $50.0 million.

•	We may, at our option, convert the preferred shares into ordinary shares under two scenarios provided that during the preceding 10-trading day period we are not in possession of material non-public information that, if publicly disclosed, would be reasonably expected to have a material and adverse effect on the closing price of the ordinary shares:

◦	Following the eighth anniversary of the second closing based on a conversion price equal to the lesser of the then-effective conversion price and the average VWAP for the 10 preceding trading days, or

◦	Following the fifteenth anniversary of the second closing based on a conversion price equal to the lesser of (I) the then-effective conversion price and (II) the greater of the average VWAP for the 10 preceding trading days and 50% of the then-effective conversion price.

•	The aggregate voting ordinary shares issued upon conversion of preferred shares held by any holder and its affiliates may not exceed 49.9% of the total voting ordinary shares issued and outstanding immediately after such conversion and, for each voting ordinary share not issued due to this limitation, the holder will receive a non-voting ordinary share.

•	Upon a change of control, should the mandatory conversion provisions not apply and the shareholder not wish to redeem their preferred shares at the liquidation value in effect, preferred shareholders will be permitted to retain a comparable preferred instrument in the surviving entity in the merger or reorganization.

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Preferred shareholders will vote at all shareholders meetings together with, and as part of one class with the ordinary shares, provided that the preferred shares of any one holder and its affiliates (together with any votes of such holder and its affiliates in respect of any previously issued ordinary shares upon conversion of preferred shares) will not represent more than 49.9% of the total number of votes. In addition, the prior written consent of the holders of a majority of the preferred shares will be required to, among other things, (i) create, or issue additional, equity or convertible securities other than voting or non-voting ordinary shares or (ii) enter into a debt agreement restricting the payment of dividends or a distribution by the issuance of preferred shares or the conversion of preferred shares into ordinary shares.

20.	Employee pension plans:

(a)	Defined contribution pension plans:

(b)	Defined benefit pension plans:

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(c)	Benefit payments:

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(d)	Pension plan assets and fair value measurement:

21.	Derivative financial instruments and fair value measurements:

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(i)	All of our forward contract arrangements were terminated subsequent to April 30, 2016.

22.	Guarantees:

23.	Related party transactions:

(a)	Related party leasing transactions and balances:

(b)	Repayment of related party loans:

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24.	Commitments:

(a)	Operating leases:

(i)	The helicopter operating leases exclude the remaining contractual lease commitments for 19 helicopters that we have permanently ceased use of in our operations and which do not form part of our prospective fleet strategy, which have been provided for as part of restructuring expense (note 8).

(b)	Covenant compliance:

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(c)	Minimum training purchases:

25.	Contingencies:

(a)	Legal proceedings:

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(b)	Contingent professional fees:

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26.	Segment information:

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(i)	Direct costs in the segment information presented excludes helicopter lease and associated costs. In the consolidated statements of operations these costs are combined.

(ii)

Adjusted EBITDAR is defined as 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 costs.

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(i)	Direct costs in the segment information presented excludes helicopter lease and associated costs. In the consolidated statements of operations these costs are combined.

(ii)

Adjusted EBITDAR is defined as 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 costs.

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(i)	Direct costs in the segment information presented excludes helicopter lease and associated costs. In the consolidated statements of operations these costs are combined.

(ii)

Adjusted EBITDAR is defined as 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 costs.

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27.	Subsequent events:

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28.	Supplemental condensed consolidated financial information:

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Item 9.	Changes in and disagreements with accountants on accounting and financial disclosure

Item 9A.	Controls and procedures

Item 9B.	Other information

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Item 10.	Directors, executive officers of the registrant and corporate governance

Item 11.	Executive compensation

Item 12.	Security ownership of certain beneficial owners and management and related stockholder matters

Item 13.	Certain relationships and related transactions, and director independence

Item 14.	Principal accounting fees and services

Item 15.	Exhibit and financial statement schedules

(a)	The following documents are filed as part of or are included in this Annual Report on Form 10-K:

1.	Financial Statements. See Index to Consolidated Financial Statements on page i of this Annual Report on Form 10-K.

2.	Financial Statement Schedules Schedule II—Valuation and qualifying accounts was omitted as the required disclosures are included in note 11 to the Consolidated Financial Statements.

3.

Schedule I of Regulation S-X. The condensed parent company financial statements as required to be prepared in accordance with Rule 12-04, Schedule I of Regulation S-X have been not been presented separately as the information required by Schedule 1 is provided in the Parent column, as described in note 28 of the audited annual consolidated financial statements, provided in this Annual Report on Form 10-K.

4.	List of Exhibits. The Exhibits filed as part of this Annual Report on Form 10-K, or incorporated by reference, are listed on the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is incorporated herein by reference.

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