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2006 Annual Report

 

Note 14 — Shareholders' Equity and Earnings Per Common Share

Common Stock

The following table presents share repurchase activity for the three months and years ended December 31, 2006, 2005 and 2004, including total common shares repurchased under announced programs, weighted average per share price and the remaining buyback authority under announced programs.

Share Repurchase Activity
Remaining Buyback Authority
under Announced Programs (2)
(Dollars in millions, except per share information; shares in thousands) Number of Common
Shares Repurchased
under Announced
Programs (1)
Weighted
Average
Per Share
Price
Amounts Shares
Three months ended March 31, 2006 88,450
$
46.02
$
5,847
65,738
Three months ended June 30, 2006 83,050 48.16 11,169 182,688
Three months ended September 30, 2006 59,500 51.51 8,104 123,188
October 1-31, 2006 16,000 53.82 7,243 107,188
November 1-30, 2006 22,100 54.33 6,042 85,088
December 1-31, 2006 22,000 53.16 4,873 63,088
Three months ended December 31, 2006
60,100 53.77    
Year ended December 31, 2006
291,100 49.35    


Remaining Buyback Authority
under Announced Programs (2)
(Dollars in millions, except per share information; shares in thousands) Number of Common
Shares Repurchased
under Announced
Programs (3)
Weighted
Average
Per Share
Price
Amounts Shares
Three months ended March 31, 2005 43,214
$
46.05
$
14,688
237,411
Three months ended June 30, 2005 40,300 45.38 11,865 197,111
Three months ended September 30, 2005 10,673 43.32 11,403 186,438
October 1-31, 2005 11,403 186,438
November 1-30, 2005 11,550 45.38 10,879 174,888
December 1-31, 2005 20,700 46.42 9,918 154,188
Three months ended December 31, 2005
32,250 46.05    
Year ended December 31, 2005
126,437 45.61    


Remaining Buyback Authority
under Announced Programs (2)
(Dollars in millions, except per share information; shares in thousands) Number of Common
Shares Repurchased
under Announced
Programs (4)
Weighted
Average
Per Share
Price
Amounts Shares
Three months ended March 31, 2004 24,306
$
40.03
$
12,378
204,178
Three months ended June 30, 2004 49,060 41.07 7,978 155,118
Three months ended September 30, 2004 40,430 43.56 6,217 114,688
October 1-31, 2004 16,102 44.24 5,505 98,586
November 1-30, 2004 11,673 45.84 4,969 86,913
December 1-31, 2004 6,288 46.32 4,678 80,625
Three months ended December 31, 2004
34,063 45.17    
Year ended December 31, 2004
147,859 42.52    
Footnote (1) Reduced Shareholders' Equity by $14.4 billion and increased diluted earnings per common share by $0.10 in 2006. These repurchases were partially offset by the issuance of approximately 118.4 million shares of common stock under employee plans, which increased Shareholders' Equity by $4.8 billion, net of $39 million of deferred compensation related to restricted stock awards, and decreased diluted earnings per common share by $0.05 in 2006.
Footnote (2) On April 26, 2006, our Board of Directors (the Board) authorized a stock repurchase program of up to 200 million shares of the Corporation's common stock at an aggregate cost not to exceed $12.0 billion and to be completed within a period of 12 to 18 months. On March 22, 2005, the Board authorized a stock repurchase program of up to 200 million shares of the Corporation's common stock at an aggregate cost not to exceed $12.0 billion and to be completed within a period of 18 months. This repurchase plan was completed during the second quarter of 2006. On January 28, 2004, the Board authorized a stock repurchase program of up to 180 million shares of the Corporation's common stock at an aggregate cost not to exceed $9.0 billion. This repurchase plan was completed during the second quarter of 2005. On January 22, 2003, the Board authorized a stock repurchase program of up to 260 million shares of the Corporation's common stock at an aggregate cost of $12.5 billion. This repurchase plan was completed during the second quarter of 2004.
Footnote (3) Reduced Shareholders' Equity by $5.8 billion and increased diluted earnings per common share by $0.05 in 2005. These repurchases were partially offset by the issuance of approximately 79.6 million shares of common stock under employee plans, which increased Shareholders' Equity by $3.1 billion, net of $145 million of deferred compensation related to restricted stock awards, and decreased diluted earnings per common share by $0.04 in 2005.
Footnote (4) Reduced Shareholders' Equity by $6.3 billion and increased diluted earnings per common share by $0.06 in 2004. These repurchases were partially offset by the issuance of approximately 121.1 million shares of common stock under employee plans, which increased Shareholders' Equity by $3.9 billion, net of $127 million of deferred compensation related to restricted stock awards, and decreased diluted earnings per common share by $0.06 in 2004.

The Corporation will continue to repurchase shares, from time to time, in the open market or in private transactions through the Corporation's approved repurchase program. The Corporation expects to continue to repurchase a number of shares of common stock at least equal to any shares issued under the Corporation's employee stock plans.

Effective for the third quarter dividend, the Board increased the quarterly cash dividend on common stock from $0.50 to $0.56. In October 2006, the Board declared a fourth quarter cash dividend, which was paid on December 22, 2006 to common shareholders of record on December 1, 2006.

Preferred Stock

In November 2006, the Corporation authorized 85,100 shares and issued 81,000 shares, or $2.0 billion, of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series E (Series E Preferred Stock) with a par value of $0.01 per share. Ownership is held in the form of depositary shares, each representing a 1/1,000th interest in a share of Series E Preferred Stock, paying a quarterly cash dividend on the liquidation preference of $25,000 per share of Series E Preferred Stock at an annual rate equal to the greater of (a) three-month LIBOR plus 0.35 percent and (b) 4.00 percent, payable quarterly in arrears. On any dividend date on or after November 15, 2011, the Corporation may redeem Series E Preferred Stock, in whole or in part, at its option, at $25,000 per share, plus accrued and unpaid dividends.

In September 2006, the Corporation authorized 34,500 shares and issued 33,000 shares, or $825 million, of Bank of America Corporation 6.204% Non-Cumulative Preferred Stock, Series D (Series D Preferred Stock) with a par value of $0.01 per share. Ownership is held in the form of depositary shares, each representing a 1/1,000th interest in a share of Series D Preferred Stock, paying a quarterly cash dividend on the liquidation preference of $25,000 per share of Series D Preferred Stock at an annual rate of 6.204 percent. On any dividend date on or after September 14, 2011, the Corporation may redeem Series D Preferred Stock, in whole or in part, at its option, at $25,000 per share, plus accrued and unpaid dividends.

Series E Preferred Stock and Series D Preferred Stock (these Series) shares are not subject to the operations of a sinking fund, have no participation rights and are not convertible. The holders of these Series have no general voting rights. If any quarterly dividend payable on these Series is in arrears for six or more quarterly dividend periods (whether consecutive or not), the holders of these Series and any other class or series of preferred stock ranking equally as to payment of dividends and upon which equivalent voting rights have been conferred and are exercisable (voting as a single class) will be entitled to vote for the election of two additional directors. These voting rights terminate when the Corporation has paid in full dividends on these Series for at least four quarterly dividend periods following the dividend arrearage.

During October 2006, the Board declared a $0.38775 regular cash dividend on the Series D Preferred Stock. The dividend was payable December 14, 2006, to shareholders of record on November 30, 2006.

On July 14, 2006, the Corporation redeemed its 6.75% Perpetual Preferred Stock with a stated value of $250 per share. The 382,450 shares, or $96 million, outstanding of preferred stock were redeemed at the stated value of $250 per share, plus accrued and unpaid dividends.

On July 3, 2006, the Corporation redeemed its Fixed/Adjustable Rate Cumulative Preferred Stock with a stated value of $250 per share. The 700,000 shares, or $175 million, outstanding of preferred stock were redeemed at the stated value of $250 per share, plus accrued and unpaid dividends.

In addition to the preferred stock described above, the Corporation had 35,045 shares authorized and 7,739 shares, or $1 million, outstanding of the Series B Preferred Stock with a stated value of $100 per share paying dividends quarterly at an annual rate of 7.00 percent.

All preferred stock outstanding has preference over our common stock with respect to the payment of dividends and distribution of our assets in the event of a liquidation or dissolution. Except in certain circumstances, the holders of preferred stock have no voting rights.

Accumulated OCI

The following table presents the changes in Accumulated OCI for 2006, 2005, and 2004, net of tax.

(Dollars in millions) Securities (1,2) Derivatives (3) Other (4) Total
Balance, December 31, 2003
$
(70)
$
(2,094)
$
(270)
$
(2,434)
Net change in fair value recorded in Accumulated OCI 1,088 (294) (18) 776
Net realized (gains) losses reclassified into earnings (5) (1,215) 109 (1,106)
Balance, December 31, 2004 (197) (2,279) (288) (2,764)
Net change in fair value recorded in Accumulated OCI (1,907) (2,225) 48 (4,084)
Net realized (gains) losses reclassified into earnings (5) (874) 166 (708)
Balance, December 31, 2005 (2,978) (4,338) (240) (7,556)
Net change in fair value recorded in Accumulated OCI 465 534 (1,091) (92)
Net realized (gains) losses reclassified into earnings (5) (220) 107 50 (63)
Balance, December 31, 2006
$
(2,733)
$
(3,697)
$
(1,281)
$
(7,711)
Footnote (1) In 2006, 2005, and 2004, the Corporation reclassified net realized (gains) losses into earnings on the sales of AFS debt securities of $279 million, $(683) million, and $(1.1) billion, respectively, and (gains) losses on the sales of AFS marketable equity securities of $(499) million, $(191) million, and $(129) million, respectively.
Footnote (2) Accumulated OCI includes fair value gain of $135 million on certain retained interests in the Corporation's securitization transactions at December 31, 2006.
Footnote (3) The amount included in Accumulated OCI for terminated derivative contracts were losses of $3.2 billion and $2.5 billion, net-of-tax, at December 31, 2006 and 2005, and gains of $143 million, net-of-tax, at December 31, 2004.
Footnote (4) At December 31, 2006, Accumulated OCI includes the accumulated adjustment to initially apply FASB Statement No. 158 of $(1,428) million.
Footnote (5) Included in this line item are amounts related to derivatives used in cash flow hedge relationships. These amounts are reclassified into earnings in the same year or years during which the hedged forecasted transactions affect earnings. This line item also includes gains (losses) on AFS securities. These amounts are reclassified into earnings upon sale of the related security.

Earnings per Common Share

The calculation of earnings per common share and diluted earnings per common share for 2006, 2005, and 2004 is presented below. See Note 1 of the Consolidated Financial Statements for a discussion on the calculation of earnings per common share.

(Dollars in millions, except per share information; shares in thousands) 2006 2005 2004
Earnings per common share
Net income
$
21,133
$
16,465
$
13,947
Preferred stock dividends (22) (18) (16)
Net income available to common shareholders
$
21,111
$
16,447
$
13,931
Average common shares issued and outstanding 4,526,637 4,008,688 3,758,507
Earnings per common share
$
4.66
$
4.10
$
3.71
Diluted earnings per common share
Net income available to common shareholders
$
21,111
$
16,447
$
13,931
Convertible preferred stock dividends 2
Net income available to common shareholders and assumed conversions
$
21,111
$
16,447
$
13,933
Average common shares issued and outstanding 4,526,637 4,008,688 3,758,507
Dilutive potential common shares (1,2) 69,259 59,452 65,436
Total diluted average common shares issued and outstanding 4,595,896 4,068,140 3,823,943
Diluted earnings per common share
$
4.59
$
4.04
$
3.64
Footnote (1) For 2006, 2005 and 2004, average options to purchase 355 thousand, 39 million and 62 million shares, respectively, were outstanding but not included in the computation of earnings per common share because they were antidilutive.
Footnote (2) Includes incremental shares from restricted stock units, restricted stock shares and stock options.