Common Stock ¾ The total number of authorized shares of Common Stock reserved as of March 31, 2013 was 2,127,281. These shares are reserved in connection with our stock-based compensation plans.

The following is a summary of changes in outstanding shares of Common Stock for the years ended March 31, 2013 and 2012:

		Shares		Weighted Average Price Per Share
Outstanding as of March 31, 2011			36,311,143
	Exercise of stock options		157,991	$	33.50
	Issuance of restricted stock and restricted stock units		105,229		45.23
	Repurchases of common stock		(526,895)		47.61
	Other		(292,151)		32.74
Outstanding as of March 31, 2012			35,755,317
	Exercise of stock options		416,936		36.67
	Issuance of restricted stock and restricted stock units		29,667		51.79
	Repurchases of common stock		(24,709)		49.30
	Other		(26,572)		39.63
Outstanding as of March 31, 2013			36,150,639

Restrictions on Foreign Ownership of Common Stock — Under the Federal Aviation Act, it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are registered with the Federal Aviation Administration (the “FAA”) and the FAA has issued an operating certificate to the operator. As a general rule, aircraft may be registered under the Federal Aviation Act only if the aircraft are owned or controlled by one or more citizens of the U.S. and an operating certificate may be granted only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to be a citizen of the U.S. only if, among other things, at least 75% of its voting interests are owned or controlled by U.S. citizens. If persons other than U.S. citizens should come to own or control more than 25% of our voting interest or if any other requirements are not met, we have been advised that our aircraft may be subject to deregistration under the Federal Aviation Act, and we may lose our ability to operate within the U.S. Deregistration of our aircraft for any reason, including foreign ownership in excess of permitted levels, would have a material adverse effect on our ability to conduct operations within our North America and Bristow Academy business units. Therefore, our organizational documents currently provide for the automatic suspension of voting rights of shares of our Common Stock owned or controlled by non-U.S. citizens, and our right to redeem those shares, to the extent necessary to comply with these requirements. As of March 31, 2013, approximately 3,416,000 shares of our Common Stock were held by persons with foreign addresses. These shares represented approximately 9% of our total outstanding common shares as of March 31, 2013. Our foreign ownership may fluctuate on each trading day because our Common Stock and our 3% Convertible Senior notes are publicly traded.

Dividends — We paid quarterly dividends of $0.20 per share during each quarter of fiscal year 2013 and $0.15 per share during each quarter of fiscal year 2012. On May 14, 2013, our board of directors approved a dividend of $0.25 per share of Common Stock, payable on June 14, 2013 to shareholders of record on May 31, 2013. For fiscal years 2013 and 2012, we paid dividends totaling $28.7 million and $21.6 million, respectively, to our shareholders. The declaration of future dividends is at the discretion of our board of directors and subject to our results of operations, financial condition, cash requirements and other factors and restrictions under applicable law and our debt instruments.

Share Repurchases — On November 2, 2011, our board of directors authorized the expenditure of up to $100 million to repurchase shares of our Common Stock 12 months from that date. The timing and method of any repurchases under the program will depend on a variety of factors, is subject to our results of operations, financial condition, cash requirements and other factors and restrictions under applicable law and our debt instruments, and may be suspended or discontinued at any time.

On December 15, 2011, we entered into an accelerated share repurchase agreement with a financial institution under which we paid $25.1 million to purchase 526,895 shares of our Common Stock. The effective per share purchase prices were based generally on the average of the daily volume weighted average prices per share of our Common Stock, less a discount, calculated during an averaging period which began December 20, 2011 and was finalized March 20, 2012.

On November 2, 2012, our board of directors extended the date to repurchase shares of our Common Stock by 12 months and increased the remaining repurchase amount to $100 million. During the last two quarters of fiscal year 2013, we spent $1.2 million to repurchase 24,709 shares of our Common Stock.

We recorded the $1.2 million and $25.1 million payments as treasury stock on our consolidated balance sheets as of March 31, 2013 and 2012, respectively. Shares outstanding used to calculate earnings per share during fiscal years 2013 and 2012 reflect the repurchase of shares when they were delivered.

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per common share excludes options to purchase shares, restricted stock units and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows:

The following table sets forth the computation of basic and diluted earnings per share:


				Fiscal Year Ended March 31,
				2013		2012		2011
Earnings (in thousands):
	Income available to common stockholders – basic			$	130,102	$	63,530	$	132,315
	Interest expense on assumed conversion of 3% Convertible
		Senior Notes, net of tax ⁽¹⁾			0		0		0
	Income available to common stockholders – diluted			$	130,102	$	63,530	$	132,315
Shares:
	Weighted average number of common shares outstanding –				36,010,191		36,068,884		36,009,882
		basic			36,010,191		36,068,884		36,009,882
		Assumed conversion of 3% Convertible Senior Notes
			outstanding during the period ⁽¹⁾		0		0		0
		Net effect of dilutive stock options, restricted stock units and
			restricted stock awards based on the treasury stock method		479,821		698,537		721,392
	Weighted average number of common shares outstanding –				36,490,012		36,767,421		36,731,274
		diluted			36,490,012		36,767,421		36,731,274

Basic earnings per common share				$	3.61	$	1.76	$	3.67

Diluted earnings per common share				$	3.57	$	1.73	$	3.60


⁽¹⁾	Diluted earnings per common share for fiscal years 2013, 2012 and 2011 excludes approximately 1.5 million of potentially dilutive shares initially issuable upon the conversion of our 3% Convertible Senior Notes. The 3% Convertible Senior Notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and our Common Stock. As of March 31, 2013, the base conversion price of the notes was approximately $75.65, based on the base conversion rate of 13.218 shares of Common Stock per $1,000 principal amount of convertible notes (subject to adjustment in certain circumstances, including the payment of dividends). In general, upon conversion of a note, the holder will receive cash equal to the principal amount of the note and Common Stock to the extent of the note’s conversion value in excess of such principal amount. In addition, if at the time of conversion the applicable price of our Common Stock exceeds the base conversion price, holders will receive up to an additional 8.5916 shares of our Common Stock per $1,000 principal amount of notes, as determined pursuant to a specified formula. Such shares did not impact our calculation of diluted earnings per share for fiscal years 2013, 2012 and 2011 as our stock price did not meet or exceed the base conversion price. See Note 5 for further details.