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.
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 |
$ |
$ |
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 |
$ |
$ |
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 |
$ |
$ |
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 |
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 |
$ |
$ |
$ |
$ |
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
|
$ |
$ |
$ |
$ |
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 |
$ |
$ |
$ |
Preferred stock dividends | (22) | (18) | (16) |
Net income available to common shareholders |
$ |
$ |
$ |
Average common shares issued and outstanding | 4,526,637 | 4,008,688 | 3,758,507 |
Earnings per common share
|
$ |
$ |
$ |
Diluted earnings per common share
|
|||
Net income available to common shareholders |
$ |
$ |
$ |
Convertible preferred stock dividends | | | 2 |
Net income available to common shareholders and assumed conversions |
$ |
$ |
$ |
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
|
$ |
$ |
$ |