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AGM 2017

Apr 26, 2017

Brian Moynihan
Chairman and CEO, Bank of America

As you registered out front, you would've gotten an agenda and the rules of the meeting, and these are now in effect. I now officially call the 2017 Bank of America Corporation Annual Meeting of Shareholders is called to order. First, I want to introduce your board of directors, who've done a fabulous job for your company, and I'd like them to stand and meet the shareholders. Could the board stand, please? One of the things we focused on at Bank of America is strong corporate governance. One of the things that makes that easy for us to do is having a great lead independent director. I'd like to introduce our lead independent director, Jack Bovender, to make a few comments. Jack?

Jack Bovender
Lead Independent Director, Bank of America

Thank you, everyone, good morning to you, and welcome to our 2017 meeting. On behalf of all the independent directors, I want to thank you for your participation today and to thank you for your investment in Bank of America. I've had the privilege again this year to meet with many of you and other shareholders. This has provided me and the independent directors with important perspective and insight that helps us to govern and guide the company. Moreover, these meetings have sharpened our thinking and approach to communications to you leading up to this meeting. Thus, I hope you have found the annual report, the proxy statement, and environmental, social, and governance supplement more precise, direct, informative, conversational, and less technical than in the past. Many of our shareholders over the last couple of weeks have told us they have found these changes in formats most helpful.

In these materials, you've learned more about the developments at our company, the board's oversight and support of our strategy, our responsible growth, our goals, and the return of capital back to you, our shareholders, and other topics of interest. We made great progress in 2016, we are well-positioned for 2017 to continue to deliver long-term value to you and all our shareholders. Today, you'll hear from Brian, our chairman and CEO, and other members of our management team. They will talk about our company's growth and progress. Thank you again for joining us today. I appreciate your involvement in and support of Bank of America. Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Thanks, Jack. Thank you, Jack. Now I'm going to introduce Ross Jeffries, our corporate secretary. Ross will review the meeting rules quickly and give the corporate secretary's report. Ross?

Ross Jeffries
Corporate Secretary, Bank of America

Morning. Thank you, Brian. There are eight items that we'll consider today for stockholder votes. After these items are presented, you'll have a chance to comment on them. When that portion of the meeting is completed, we will tabulate the votes. While we wait for the results, there will be an update on the company. Following the presentations, we will announce the preliminary results of the votes. There will be a general question and answer period for issues unrelated to the proposal. Most of you have already submitted your proxy to vote on these matters, and you do not need to vote again unless you want to change your vote. If you want a ballot to cast your vote, please raise your hand now. Let me remind you of a few items. Stockholders presenting proxy statement proposals will have up to three minutes to discuss their proposal.

Stockholders wishing to comment on the proposals will be limited to one minute. You do not need to form a line to ask questions. Just raise the numbered card that was provided in your admission package. Once Brian recognizes you, please move to the end of the aisle where a Bank of America team member will be holding a microphone. Please then state your name and the proposal you wish to speak about. In order to give all stockholders who wish to speak the opportunity to do so, please limit your remarks to one minute. A chime will sound to remind you when your time is up. If your remarks concern an item that will be voted on today, please let us hear from you during the first Q&A session so that your remarks may be considered during the voting process.

All other questions should be held until the second Q&A session. If you have a personal matter to discuss or personal financial matter to discuss, we have customer service representatives available at the back of the room to assist you with those matters. Anyone not following these rules of conduct will be asked to leave the meeting. David Leitch, our general counsel, has joined us today to assist with clarification of the rules if necessary. David? I will now present the corporate secretary's report. Notice of today's meeting and the related proxy materials, or a notice of internet availability of these materials, were mailed beginning March 15th, 2017, to all stockholders of record as of March 2nd, 2017. Proof of the mailing will be filed with the records of this meeting. Rebecca Finser of Computershare Trust Company has been appointed Inspector of Election.

She has advised me that holders of shares representing at least 86.5% of the shares entitled to vote are present in person or represented by proxy, which constitutes a quorum. Brian?

Speaker 20

I have a question.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Ross.

Speaker 20

I have a question regarding the comments of the resolution, was that read for content?

Brian Moynihan
Chairman and CEO, Bank of America

That's the rules of the meeting. Thanks, Ross. Thank you, Ross. I'll declare a quorum is present. The meeting is now convened. I'd like to recognize our Bank of America teammates who are serving as your proxies and ask them to stand. First, we have Anne Walker. Anne? Anne is our Chief Operating Officer for our CFO team of 5,000 teammates and our corporate financial planning executive, also drives our SIM Program, which we'll talk about a little later. We have Ather Williams. Ather runs our Global Transaction Services, and you saw some of the capabilities out there, a $7 billion revenue stream for our company, does a terrific job. Thank you, Anne and Ather. We're now going to consider the eight items that are up for shareholder vote in the proxy statement. The management proposals are, these are all in your proxy statement for your review.

Ross Jeffries
Corporate Secretary, Bank of America

Proposal one, to elect our director nominees. Proposal two, to adopt an advisory vote to approve the executive compensation. Proposal three, to adopt an advisory vote to approve the frequency of which we'll have a say on pay resolution. Proposal four, to ratify the appointment of PricewaterhouseCoopers as the company's independent accountant for 2017. There are four shareholder proposals that were included in our proxy statement and will now be presented. After all four of the shareholder proposals have been presented, we'll have the Q&A set of comments on those proposals, as Ross told you about. The first stockholder proposal relates to our clawback policy and was submitted by Mr. John Chevedden. Ms. Monalita Carr is here to present the proposal on behalf of Mr. Chevedden. As a reminder, you have 3 minutes to present your proposal, Ms. Carr. Wait for a microphone, Ms. Carr. Sorry.

There you go.

Monalita Carr
Shareholder

Okay. Thank you. Clawback amended, sponsored by John Chevedden of Redondo Beach, California. Resolved, shareholders urge our board of directors to amend the general clawback policy to provide that a substantial portion of annual total compensation of executive officers identified by the board shall be deferred and be forfeited in part or in whole at the discretion of the board to help satisfy any monetary penalty associated with any violation of law, regardless of any determined responsibility by any individual officer, and that this annual deferred compensation be paid to the officers no sooner, excuse me, than 10 years after the absence of any monetary penalty, and that any forfeiture in relevant circumstances be reported to the shareholders. These amendments should operate prospectively and be implemented in a way that does not violate any contract, compensation plan, law, or regulation.

President William Dudley of New York Federal Reserve outlined the utility of what he called a performance bond. In the case of a large fine, the senior management would forfeit their performance bond. Each individual's ability to realize their deferred debt compensation would not depend only on their own behavior, but also on the behavior of their colleagues. This would create a strong incentive for individuals to monitor the actions of their colleagues and call attention to any issue. Individuals would not be able to opt out of the firm as a way of escaping the problem. If a person knew that something is amiss and decided to leave the firm, their deferred debt compensation would still be at risk. The statute of limitations under the FIRREA is 10 years, meaning that annual deferred period should be 10 years. Please vote to protect shareholder value.

Ross Jeffries
Corporate Secretary, Bank of America

Thank you, Ms. Carr. The next proposal relates to the Western Division study. It was proposed by Bartlett Naylor, who's not here. Mr. Davitt is going to present the proposal on behalf of Mr. Naylor. Mr. Davitt, you have three minutes.

Richard Davitt
Public Citizen

My name is Richard Davitt, I'm here on behalf of Bartlett Naylor and Public Citizen. I formally move Proposal Six as explained in the proxy statement. The proposal asks the board to establish a committee, retaining independent experts to study reconstituting the bank into one or more parts. In principle, Public Citizen calls for a return to Glass-Steagall to separate commercial banking funded by government-backed deposits and investment banking. Despite recent strength in stock valuations, Bank of America still trades way below the pre-crisis level of $50 per share. Only recently has the firm's book value come close to its stock market value. Public Citizen believes that part of this is due to the fact that the bank is too big to manage. With roughly $2 trillion in assets, Bank of America is three times the size of Exxon, the world's largest oil company.

The most glaring evidence of Bank of America's size is its unmanageable and multiple settlements and massive fraud. The bank also suffered a $4 billion accounting error that festered for years. Joining commercial and investment banking can lead to culture problems. As former Citi CEO John Reed explained, quote Traditional banking attracts one kind of talent, where it is entirely different from the kinds drawn towards investment banking and trading. Traditional bankers tend to be extroverts, sociable people who are focused on longer-term relationships. They are, in many respects, risk-averse. Investment bankers and their traders are short-termist. They are comfortable with, and even seek out risk and more focused on immediate reward. In addition, investment banking organizations tend to organize and focus on products rather than customers. This creates fundamental differences in value. REAP calls for a return to Glass-Steagall.

President Trump supports Glass-Steagall, as do the platform of both political parties. Because of this real political possibility, Public Citizen believes that the board should prepare an independent study of what would mean for the company and share the findings with shareholders. Public Citizen urges support for this resolution.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Mr. Davitt. The next proposal relates to an independent board chair and was submitted by Mr. Kenneth Steiner. Mr. Steiner is also not here. Again, Ms. Monalita Carr is here to present the proposal on behalf of Mr. Steiner. Ms. Carr?

Monalita Carr
Shareholder

All right. I'm here to present proposal seven on behalf of Kenneth Steiner of Great Neck, New York. Shareholders request our board of directors to adopt as policy and amend our governing documents as necessary to require the chair of the board of directors, whenever possible, to be an independent member of the board. The board would have the discretion to phase in this policy for the next CEO transition, implement it so it does not violate any existing agreement. If the board determines that a chair who was independent when selected is no longer independent, the board shall select a new chair who satisfies the requirement of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as chair. This policy requests that all the necessary steps be taken to accomplish the above.

For example, Caterpillar reversed itself by naming an independent board chairman in October 2016. Caterpillar had opposed a shareholder proposal for an independent board chairman as recent as its June 2016 annual meeting. Wells Fargo also reversed itself and named an independent board chairman in October of 2016. Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management. Please vote to enhance shareholder value.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Ms. Carr. The last stockholder proposal that was presented relates to gender pay equity and was submitted by James and Anne Blaine. They're not here. They've asked Katherine Crone to present the proposal on behalf of the Blaines. Ms. Crone?

Katherine Crone
Shareholder

Good morning, Mr. Chairman, members of the board, and fellow shareholders. My name is Katherine Crone, and I'm here to move proposal eight, filed by Arjuna Capital and Baldwin Brothers on behalf of James and Anne Blaine. Specifically, we are asking the board to publish a report on the company's policies and goals to reduce the gender pay gap. The median income for a woman working full time in the U.S. is reported to be 79% of that of her male counterparts. Forecasts indicate that at the current rate of change, women will not reach pay parity until 2059. Of note, the gap for African American and Latina women is wider at 60% and 55% respectively. Gender pay disparity is not only one of the biggest social justice issues of our time, it poses a risk to companies' performance, brand, and investor returns.

This issue is particularly salient to the finance industry, which struggles to attract and retain female talent. In fact, women executives are 20%-30% more likely to leave a finance career than any other career. Female financial advisors are reported to face the widest pay gap of any occupation, making only $0.61 on the dollar. While Bank of America has not reported its company-wide pay gap, PayScale reports the company has a mean pay gap of 16% over $12,000. That gap yawns wider for top-range earners at 18%, or near $20,000. Research indicates gender diverse teams are more productive, innovative, and drive better results. Clearly, a failure to attract and retain qualified female employees is detrimental to Bank of America's ability to innovate and compete.

Bank of America has disclosed that 56% of our company's workforce is female, yet only 34% of our leadership is made up of women. Our company is best served by a proactive approach to address the structural biases, including pay inequities, that prevent women from entering and staying in the field and from moving into positions of leadership. Given the material business risks gender inequality presents, investors expect transparent, honest disclosures, and quantitative goals. Employees expect a new level of structural support that addresses root causes and empowers fair negotiation, promotion, and ultimately, equal pay. Implementing the proposal would represent a proactive step towards closing the gender pay gap. We believe the company would benefit from taking a leadership position on this issue, along with financial services peers, Schroders and Virgin Money, and other S&P 500 peers. Research indicates, attracting and retaining diverse teams yields strong financial performance benefits.

Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you. Thank you, Ms. Crone. We're now going to have comments on the proposals. As a reminder, we're going to have a general Q&A session later, so please keep these comments specifically to these proposals. You have one minute. You'll see the timer go up. Raise your card, I'll recognize it. One of the teammates will come to your aisle, or you can walk out, and they'll have a microphone for you. Who'd like to be first? You got to raise the number. All right, Mr. Davitt.

Richard Davitt
Public Citizen

Recall last year's meeting when a shareholder expressed dismay at your refusal as board chairman to answer questions. You made a condescending remark, and I quote, "Mr. Davitt has been sending letters for 15 to 20 years, and we answer them." In the old neighborhood, we call such a response cute, as it belies the truth in a myriad of ways. Earlier this month, I sent you a letter calling to your attention a judgment entry of 107 pages for $48 million regarding your mortgage model. It was widely publicized in the press with comments like brazen and heartless. Left the people in a state of battle fatigue demoralization. Won't be laughed off at-

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Mr. Davitt. Thank you. Other comments on the proposal? Any other comments on-

Richard Davitt
Public Citizen

I have another one.

Brian Moynihan
Chairman and CEO, Bank of America

Mr. Davitt, you can make another comment.

Richard Davitt
Public Citizen

I have a comment of Mr. Bovender.

Sharon Allen
Head of Audit Committee, Bank of America

Question. Yeah.

Richard Davitt
Public Citizen

Earlier this year, I mean, earlier this month, I sent a copy of the letter I sent to you, also to all members of the board. I suggested in there that Mr. Moynihan adopt my suggestion to pay that judgment and to take the steps to resolve the issues that were presented by that judgment. As a separate issue, I asked the board to undertake an independent counsel or retain an independent counsel and do an investigation pursuant to Sarbanes-Oxley. Do it in detail for any law violations omitted in that judgment entry. I want to know if that's been done.

Brian Moynihan
Chairman and CEO, Bank of America

Sharon, do you want to Sharon Allen is Head of Audit Committee. There she is. Sharon, do you want to address the Audit Committee, looked at letter? Yes, we can get Sharon a mic.

Sharon Allen
Head of Audit Committee, Bank of America

I'm addressing it to Mr. Bovender.

Brian Moynihan
Chairman and CEO, Bank of America

She's the chair of the Audit Committee, so that's to handle it.

Richard Davitt
Public Citizen

We had an exchange last year.

Brian Moynihan
Chairman and CEO, Bank of America

Okay, Jack, do you want to-

Richard Davitt
Public Citizen

Ms. Allen made some commitments.

Brian Moynihan
Chairman and CEO, Bank of America

Right.

Richard Davitt
Public Citizen

She reneged on those in less than a month later.

Brian Moynihan
Chairman and CEO, Bank of America

Mr. Davitt. Okay. This litigation relates to activities from many years ago that were the subject of consent orders, reviews, and everything that I can guarantee you the rest of these shareholders in this room are glad we're not going to talk about today.

Richard Davitt
Public Citizen

Well-

Brian Moynihan
Chairman and CEO, Bank of America

I will ask them to do it. Sharon has your letter, and she's looked at it, and she'll talk about it on behalf of the board.

Richard Davitt
Public Citizen

I don't think shareholders are, because how could this happen after years of bringing this to your attention?

Brian Moynihan
Chairman and CEO, Bank of America

You're mistaking what happened in the timeframe of the judgment. Sharon, why don't you tell her what the Audit Committee has done.

Sharon Allen
Head of Audit Committee, Bank of America

Yes. The Audit Committee has reviewed, as we do all of our litigation with our legal counsel and advisors, to appropriately address this litigation and believe that we've done the right thing and will as we go forward.

Richard Davitt
Public Citizen

May I remind you.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Mr. Davitt. Mr. Davitt, thank you.

Richard Davitt
Public Citizen

I'm talking about the.

Brian Moynihan
Chairman and CEO, Bank of America

Mr.-

Richard Davitt
Public Citizen

Yesterday from Wells Fargo, [a practicing manager corrected]. I want to know why this happened last year's meeting, made a commitment to me and to all shareholders, podcast, let's ask why, that he would undertake the Sarbanes-Oxley review. In less than a month, he reneged on it. He said they're not going to do anything.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Mr. Davitt.

Richard Davitt
Public Citizen

I want to know why.

Brian Moynihan
Chairman and CEO, Bank of America

We conduct this company with high governance standards. Thank you. Any other questions or comments on the proposal? There being none, that concludes the Q&A period for the line of business presented for consideration this annual meeting of shareholders. I now declare the poll is open. Has anybody got a ballot? Could you raise your hand and we'll collect it? Anybody else, raise your hand. We got all the ballots. I now declare the polls closed. Now that we completed the forum portion of the meeting and we wait for the voting results, we're going to do a couple of things. We're going to talk about the company's performance, then we're going to talk a little bit with some teammates about some of the activities of the company. Let's start with the company performance.

In 2016, the company that I have the honor of leading on behalf of all of you, raised $721 billion in capital to grow the business in the market. We grew core loan balances of over $44 billion. We helped more than 260,000 families. 260,000, a quarter million families, buy a home with $79 billion in financing. We help small business owners get started and grow with more than $11.6 billion in new credit granted to small businesses last year. We continue to deploy billions of dollars through community development lending, our philanthropic efforts in the communities we serve. Today, we're going to talk about the three areas. First, we're going to talk about the performance and progress creating value for all of you as shareholders. Second, we're going to talk about Responsible Growth.

Third, we're going to have, as I said, a panel led by Anne Finucane, our Vice Chair, who will lead a discussion on how we share success with our communities. To start, this is a placement. This is how we run the company. If you were my teammate, you would be tired of seeing this. It goes up at every town hall, the many thousands we do in the company. It lays out the simple thing of why we come to work every day. We come to live our values, to deliver on our purpose, to drive responsible growth through eight lines of business. We're going to talk about responsible growth a little bit later in more detail. We have an integrated business model that serves three groups of customers.

One of the shareholders told me they came to their first meeting nine years ago. You would have heard the exact same thing. We have an integrated business model that serves eight groups of customers, the three groups of customers, eight lines of business. There are only a handful of companies in the world that have these capabilities, and we serve them through the eight lines of business you see here as they go to market, and you saw in the expo outside capabilities we have. When you go to the earnings, you've seen the significant earnings of the company improve. In 2016, we earned nearly $18 billion, up 13% from a year ago. This is the second most profitable year in the company's history.

We achieve this by growing revenue, continuing to manage expenses well, continuing to manage our risk well, and investing in our workforce and capabilities. That earnings power carried forward into 2017 as our first quarter earnings were $4.9 billion, up 40% from last year's first quarter. When you look at business results across these businesses that work with the customers I spoke about earlier, you can see all of them year-over-year grew their earnings and did it with good operating leverage. This performance of the business line level also continued in the first quarter. We do this by driving operating leverage. When you run a business, you have to have revenues growing faster than your expenses, and that's what we've been able to do.

You can see here, reduced expenses last year by $3 billion, while we continue to invest heavily supporting our companies, our clients, our customers, and in our businesses. That resulted in 7% operating leverage in the first quarter alone. As you've seen, as we put the past behind us, the earnings have become much more stable, less volatile, and they continue to produce good steady returns for you as shareholders. When you look at how those returns are going towards our financial targets, on the left-hand side, you can see how we've moved up to 88 basis points. Our financial targets are 1% return on average assets and a less than 12% return on tangible common equity. On the right-hand side, you can see that the first quarter approached 10.3%.

These metrics continue to improve in the first quarter despite some annual impacts that don't go in the rest of the quarters. If you normalize those, we're about at the targets today. We've also increased your shareholder value. The book value of the company is your investment in our company. As you can see, it's risen in each year, up 20% by book value and 29% in tangible book value. The total shareholder return that you can see here, whether it's five years on the right-hand side, three years on the second one in, one year in the last year or first quarter, you can see us leading both our peers and the S&P index in shareholder returns. As we've earned more money and stabilized the earnings stream, and it's become more predictable, we've been able to start returning capital with more velocity.

On the left-hand side, you can see our dividends paid each year over the last five years. We're now running at $0.075 a quarter at a 30% annualized rate. For 2017, it'll continue to increase, and we'll see what the CCAR process brings later on this year. On the right-hand side, we've also got excess capital we don't need to support our customers and clients. We can do a good job growing loans and deposits with the capital we have, we're starting to return it through share buybacks, and you can see those grow over the years. We're now the third highest valued financial services enterprise in the world. You can see here you've got the American banks and some of the Chinese banks leading the way, and you can see that we're third.

As you think about that, the question I addressed in the annual report is the enterprise value on the right-hand side slide is as high as it's ever been as a company. On the left-hand side, you can see where we started at the last peak in 2006. In that year, we earned $21 billion, the highest earnings we earned. When you do the math, that produced a share price of $53. We now made it back to around $24, and we'll continue to drive that. The tangible common equity ratio of this company in 2006 was 4%. It's now 8%. The enterprise value is the highest it's ever been. The share price will recover as the share count comes down, and that's what we have to drive. That's why we keep returning capital in buybacks.

If you look at the share count, we're starting to make progress. You can see up through 2008, before the acquisitions of Countrywide and Merrill Lynch took place, we were running about 4.6 billion shares. Through those acquisitions, we ran up to about 9.8 billion in the crisis-related offerings we had to do. You can see we peaked with a billion shares we had to do as they changed the capital rules and increased them in the early 2010-2011 timeframe. We peaked at 11.6 billion. We've now crossed under 11 billion to 10.9 billion, and we look forward to further reductions here. How do we do that? How do we produce sustainable returns, good returns, share buyback, dividend increase? How do we do that? We did that by driving responsible growth. There's four basic elements to it.

You got to grow and win in the market, no excuses. That means we're competitive. We can win against the competition. We have to stay within the customer-focused strategy, how we drive our business teams to stay within our risk framework. How we manage credit, operational, and other types of risk. We have to do it in a sustainable manner. We're going to go through each of these pillars quickly and give you a few examples. We have to grow and win in the market, no excuses. A simple way to measure that is are we growing loans, meaning we're winning in the competitive base of our clients, and are we growing those loans on a consistent basis?

You can see as the first quarter for the last five years, as we've had loans run off that weren't core loans, that'll do well for our net interest income going forward. What that really represents is more customers doing more with our company. If you go to the deposit side, you can see this is the growth in deposits for the last five years. This is $182 billion in deposit growth. There are only six banks in the U.S. that are larger than that deposit growth, and one of them is us. We have grown the equivalent of about the fifth or sixth largest bank over five years. That's through the hard work they do, through the technology capabilities you saw outside, through working with customers one at a time, and driving a good business model.

To do that, we have to be customer-focused. We start with our customers and work our way in. We come to work every day to do a better job for our customers and clients. We start with something nobody else has, industry-leading positions across all our businesses, whether it's in our consumer banking team, as you can see, number 1 deposit share, and some of the other statistics on the left-hand side of the slide here. Number 2, small business lender. Number 3, in credit card balances. You can see the size and scale, and capability. If we go to our wealth management business, the two best brands in the business, Merrill Lynch and U.S. Trust, working cooperatively to drive the kind of statistics you see here. We have our banking business.

You can see that we have a great cash management business, a great lending platform, and a great capital markets team behind that. To our markets business. You can see our ratings. One of which is the number 1 research team for six years in a row. As we put and deploy the capabilities and the customer focus, you can see the customer satisfaction in the company continue to rise. We're now back at all-time high levels. That's on the left-hand side at the basic line. Importantly, the experience people have with us, which is the right-hand side of the slide, shows you all the different statistics. These are the top two box, nine or 10 on a 10-point scale for all the different points of interface for our consumer clients. Now how do we do that?

We do that by having great teammates in the branches and on the phones. We do that by having great product design, the teammates that do that. We do that by having tremendous capabilities in phones and ATMs and branches and distribution. We also do it by how we can drive our digital adoption. Here we talk about the consumer side. You can see over the last five years, from 12.5 million consumers to 22 million consumers actively using our mobile application. Which is every 30 days, they have to be using it. You can see the checks deposited of total deposits up to 20%. To give you a sense, that's 1,000 financial centers that have activity. That allows us to keep driving. What's next? You saw some of it out in the expo, hopefully. You can see some of the capabilities we invest in.

We've invested over $1 billion in this platform in the last four or five years, and we continue to invest significantly to make sure it does a great job. When you flip to the commercial side of the house, it's the same drive. Driving the digitization of the company. How do we do that? You can see in things like the Virtual Account Management, which simplifies the management for our business customers, their accounts, and account structure. You can see it in our digital disbursement capabilities. That's the ability to pay people, individuals, what people like to call B2P, a business paying an individual. We have it in our Digital Trade. Applying blockchain and other things in the far-out technologies to start to take that trade process and make it more efficient than we have in CashPro Mobile.

The product and capability allows our corporate treasurers and people who work to initiate transactions off their mobile devices. That's the second pillar, customer-focused strategy. The third is while you're doing that, you got to watch your risk and stay within your risk framework. Bank holding companies, financial services companies have many pillars of risk. The core ones are credit risk. You can see here our charge-offs continue to decline on both the commercial and the consumer side in this company. This is while we're growing the portfolios, and this is while we continue to have assets running off that weren't put on in the last seven or eight years. When you go to the trading side, this is one of the interesting things.

Many years ago, Tom Montag and the team repositioned our trading business to be driven off our customer focus and be an interface between our issuing clients, our companies, and our investing clients. We backed that with the number one research team, and what we've been able to do is take our value at risk, that's the risk of a measure of risk in this business, down by 90% or whatever that would show, and get a better return on that. When you put all that together, to give you a simple way to think about it, last year in 2016, with all the volatility, Brexit unexpected, an unexpected outcome in elections around the world, different things happened. We made money trading every day but three. Where there's a lot of discussion about risk, this business basically on a really tough day makes $30 or $40 million.

We have our operational and reputational risk. We're going to spend a little more time on reputational risk when we get to the panel. This is how we think about operational risk. We have to manage this enterprise doing all these things every day. To open the doors in the morning, a lot goes on in this company. That team does a great job of keeping that risk down and doing it in one way. You can see some of the statistics here. The last pillar is to be sustainable. Many people, when we say this, leap to definitions that people have in their mind about environment and things like that.

In the end of the day, think about this company, that we all have a wonderful company and a wonderful interest in. Think about this company. The earliest parts of it are 230 years old. Many parts are 150 to 200 years old. It is here because it had a sustainable model. Your management team's job is to, and your board of directors time is to steward that sustainability over time. It is defined differently now. We talk about it in how we work with our teammates. We talk about it in how we work with our philanthropic and our communities. We talk about it in how we work with our customer focus. All these play into the idea of being sustainable. We talk about it in how we govern ourselves, the highest standards of corporate governance. We talk about how we invest for the future.

In a low growth environment, U.S. economy growing at less than 2% in 2016, projected to grow a little over 2% this year, you have to create the investment dollar. One of the things that I'm going to address when I turn it over to our teammates is to talk about how we drive that investment dollar, given a low growth with a big company. We have significantly improved our cost structure in our company. From the left-hand side to now, you can see a $20 billion reduction in expenses. This is operating expenses, pure operating expenses, not litigation. To give you a sense of scale, we have taken out of this company the operating expense base of American Express today, the entire operating expense base. It would be as if tomorrow morning American Express opened its doors without any operating expenses. That's the scale.

Team's done a great job. Why'd we do that? How did we do that? We did it by driving a culture of efficiency. This is what we call SIM that Anne runs for our team. You figure out how the cost of work is done, you figure out how to design that work to get rid of the work that we don't need to do, and you figure out how to manage that work through our org health work. By doing this, we are creating that investment dollar on a continuous basis that we can invest for 10-year returns while we're driving the current shareholder returns to the company. When you think about that, you start to think about the size and scale of investments we have made, and you can see with the various business here is the type of things.

$1 billion in the GTS business that Ather runs to make it more capable and continue the conversion to digital capacity. You can see the Merrill Edge guided portfolios that you would have seen out there on the Edge product that have been launched and driving. You can see what we've done for 3,500 digital ambassadors to help our clients. We invest in people, sales force has grown, technology, $3 billion a year, physical plant, hundreds of new branches, hundreds of refurbished branches, and we're doing all that with our expense base coming down. That's through the hard work we have and the culture of efficiency that we drive in this company.

To touch on the other aspects, our teammates, our communities, and responsible lending, I'm going to have Anne Finucane, our Vice Chair of the company, come up with some of our teammates and talk about that. Anne?

Anne Finucane
Vice Chair, Bank of America

Thanks, Brian. This idea of responsible growth and sustainability. Sustainability is driven on so many dimensions, people, our customers, and our communities, that we thought that we would spend a few minutes to give you the sense of, to make that growth real and tangible, and in fact, to have great financial results, you have to have a commitment to the people that we hire, the communities in which we work and live, and the customers which we serve. I thought I would begin by asking Sheri Bronstein, who's a Global Human Resources Executive, Keith Bowen, who's our Consumer Lending Executive, and Andrew Plepler, who I work with every day, who's the Head of ESG, to share with us their thoughts. I'm going to start with you, Sher, if I could. Diversity and inclusion, everyone's talking about it.

Could you just talk about it plays such an important role in our company and in our community. Could you talk a little bit about that and how we look at it?

Sheri Bronstein
Global Human Resources Executive, Bank of America

Sure. Anne, as you noted, this topic's getting a lot of attention. For us, this has been something that's been core to our values for a long time. Brian, even in his CEO role, remains the chair of our Diversity and Inclusion Council. That council's made up of senior line leaders as well as staff leaders. They're really tasked under Brian's leadership with ensuring that we make progress every year on our practices, both qualitatively and quantitatively. We also have a team of diversity and inclusion specialists who work on my team, and they ensure that we're sharing best practices and that we're continuing to evolve in this area. Really, we've been focused on this for a long time, as I mentioned, and it's really paying off. Let me just maybe share a few statistics.

First of all, our board is 46% of our independent directors are diverse, and 31% are women. Coming internally to the company, our management team is over 40% women, and our broad population, we have over 50% women, and our U.S. workforce is over 40% racially and ethnically diverse. I'm really excited. We've been focused on our entry level as well and continuing to bring in a diverse pipeline. I'm really proud to say this year will be our most diverse class ever. We're at 42% women and 51% racially and ethnically diverse entry-level talent that's joining us for campus. We've also been acknowledged externally, which is nice, by Euromoney as the best bank for diversity. On Bloomberg has a Gender Equality Index. That's been running for two years. We've been in it both years with one of the highest scores at 92 out of 100.

Anne Finucane
Vice Chair, Bank of America

It's great stuff. As you know, we had a shareholder proposal on gender pay equity, and I'd love to hear what you have to say about that.

Sheri Bronstein
Global Human Resources Executive, Bank of America

Sure. Again, this is a topic that is core to our values. We've been focused on it. We've embedded for many years inspection processes into our compensation processes as governed by our compensation committee as well as internally by management and human resources. Equally as important as we do analysis across the majority of our 200,000 employees, we look at them individually. We ensure that we are providing equal pay for equal work across both gender and ethnicity. For the better part of a decade, just to ensure that we're doing a great job of that, we've worked with an independent consultant who's an expert in this area, and they help us make sure that we're doing analysis at that individual level. They provide any differences that they might find. It's a very few, but they do find a handful.

They give those to us during the compensation process. They look at both base salary as well as incentive compensation, and we make adjustments as appropriate. The combination of both our internal processes, the governance we have around it, and an external third party that helps us with this process gives us really strong confidence that we do pay equally across gender and race.

Anne Finucane
Vice Chair, Bank of America

We've been doing this for a decade, right?

Sheri Bronstein
Global Human Resources Executive, Bank of America

A decade, yes.

Anne Finucane
Vice Chair, Bank of America

Great. Keith, so we're also talking about deploying capital and investing in our communities through our customers, we have 46 million households. Can you tell us how we're doing that?

Keith Bowen
Consumer Lending Executive, Bank of America

Sure, Anne. Simply stated, what we focus on is life priority. We're trying to find out what it is our clients are trying to achieve, whether they want to start a business, they want to save for retirement. We want to figure out how we can help them with that. An example is just take our consumer bank. At the end of 2016, we had $260 billion in outstanding loan balances, and that's an example of how we're taking our capital and we're deploying it to drive activity in local communities. Some examples, small business. Small business is the lifeblood of local communities, and last year we had in new loans to small businesses over $11 billion. If you think about outstanding balances to small businesses, $34 billion that we had. That would make us the second-largest small business lender in the country.

You think about our home loans business, and we did $80 billion in loans to and that represents, if you think about it, over a quarter million families where we help people, whether they want to buy a house, they want to refinance, lower their monthly debt, access the equity in their home to enable their life's ambitions. You can move on, you think about credit card, it's the same story. We opened up almost 5 million new credit cards last year, and the growth that we saw year-over-year, we have outstanding balances of $92 billion-$93 billion. That was up 3% year-over-year. I think even more importantly, the spend on our cards, $250 million. That's how the clients that use to make purchases. We're helping our clients with their everyday lives.

That talks about how we lend in our capital, you kind of take it to where we are. We are where our clients are physically, where they are digitally. Physically, we have 1,300 financial centers that are in low and moderate-income communities. Employees that are in those financial centers are well-equipped to help our clients with their diverse financial needs. The core to that really is creating transparent, easy-to-use solutions. You can look at our SafeBalance Banking, which enables clients to only spend what they have in their account. Affordable Loan Solutions, Andrew and I worked together on that, and that is a solution that helps clients be able to obtain financing to buy a home where they only have modest means for a down payment. You look at our Secured Card. Clients are able to start establishing or building credit.

That's the physical, you take the digital. We've literally put the ability to control your financial life in the palm of your hand. In some ways, you think about it where people are able to make payments or transfer money or check the balance on their account. It's also solutions like our spending and budgeting tool. Clients can create a budget. They can look at what they are spending on and be able to adjust their behaviors. What's neat about the tool is, again, right from your device, you have links to financial education with Better Money Habits that can help you figure out, hey, where do I need to make adjustments? We're seeing just a great uptake. This year alone, we've seen 600,000 new users, and it's a really big deal with millennials. Over 60% is millennials.

When you think about it and you put it all together, every day we're working hard to live our purpose, help our clients live their financial lives, and make their financial lives better, and those are some of the examples of how we're trying to do it.

Anne Finucane
Vice Chair, Bank of America

Thanks, Andrew. We've had a lot of help from all the lines of business and also our National Community Advisory Council, who's helped us along the way figure out policies and products, working with Steve and Sheri, myself, our entire management team. It gets to the communities. How are we deploying all that and interacting with our communities? Can you talk a little bit about that?

Andrew Plepler
Head of ESG, Bank of America

Sure. Thanks, Anne. It really is an extension of really what Sheri and Steve talked about, and it's thinking about what our role in society is. How can we deploy and harness all the resources of this company to be an engine for economic growth. That is the philosophy of how we bring to bear all of what Sheri talked about with our people and what Steve talked about with our capital, and drive that into communities to be an engine for the economy. That's a very different view of your role in society than we had 10 years ago, when a lot of this was just very specifically around philanthropy and volunteerism, and it was almost a silo that you did over on one side of the company.

Today, we think about responsible growth and sustainable growth is, how do you bring all of the resources of the company to bear, really the capital? How are you an engine for economic growth? The E is how do we bring financial capital to drive the transition to a low-carbon economy? $15 billion, $16 billion in 2016, we delivered globally to transition from high carbon to low carbon economy. That's one of the real capabilities that we have to help this transition. When you think about the S in ESG, it's the social and what Sheri talked about. It starts with how you treat your own people. How do you pay your people? How do you provide benefits?

How do you provide a diverse and inclusive environment so people can be successful professionally, they can live their family lives, come to work and really build a career and build a life here that is sustainable? We talk about responsible business practices. I spend an enormous amount of time with Steve and others, sometimes much to his frustration, talking about how we build products that can be safe, fair, transparent, and really serve the needs of communities across all income levels. That's really how we think about the S. Affordable housing is an area in the S. How do we deploy $4 billion of capital to build affordable housing across the country? The G is how do we govern all of this?

Under your leadership on the ESG committee, we bring all of the lines of business quarterly together to talk about these issues of what does responsible growth really mean for our communities, how do we do it the right way, how do we really harness all of our capabilities and sometimes challenge ourselves to have uncomfortable conversations, to think about how we can do it better. That's really the engine that keeps this going and really continues to challenge us to get better at it. We're still in the fairly early innings of thinking about ESG in this way. We think we have a long way to go, it's an enormously exciting opportunity. We can do it globally, then we can really deliver it locally.

Here in Charlotte, we look at the opportunity task force that we're involved in, that Andrea Smith is going to co-chair the implementation phase, really looking at a community and how do you deliver economic mobility to improve the lives of everyone in our community. We had a lot of challenges in this community over the last year, we think about what our company can bring to bear to be a source of not just our capital, but our people, how someone like Andrea and Kathy and the revitalization of North Tryon Street, all of these things are how you build a healthy community. We think about this philosophy globally, we execute it just like any local bank can.

Anne Finucane
Vice Chair, Bank of America

That's really what ESG is about. It's how we behave the lens through which we see each line of business in every staff area, trying to do better every year after year under Brian's leadership. I thank you all for your thoughts. We thought we would close with a commitment we've had for 30 years with the Special Olympics. Special Olympics sort of brings new meaning to diversity and respect for all people, we've had a long-term relationship with them. We have, as you have seen, I don't have the card with me, but there was a card if you voted, you're all here, so you all voted. You all participated. For every shareholder who voted, stockholder that voted, we donated $1 to the Special Olympics.

This is very meaningful for them to be able to not only do what they do on a local basis, but on a global basis. We thought we would share with you two brief pieces of video, one from the World Games in Austria that happened just a few weeks ago, then a message from the chairman of Special Olympics, Timothy Shriver, from the games in Panama. With that, I'd ask to roll the video, please.

Speaker 21

Let's remember that the world has old prejudices. There are a billion people on Earth with disabilities, they have almost all been the victims of the most outrageous discrimination. These athletes come here to prove that you can rise to the top of the greatest mountains in the world and ski down them, no matter what people tell you at birth, no matter what people tell you in school.

They are able to demonstrate the skills and the talent that make them very capable people.

Wonderful moment. It's been so positive, and I'm just so proud of this guy.

Special Olympics as a movement could never do everything itself.

Timothy Shriver
Chairman, Special Olympics

Bank of America's invested in games, they've invested in leadership, they've invested in our athletes.

Speaker 21

The Special Olympics and Bank of America have had a relationship for 30-plus years. We share their values. Diversity and inclusion is core to who we are. As a company, we have a responsibility, and part of that responsibility is creating a more inclusive world for everybody.

Me being a leader, it will be a great honor and opportunity to change the life of people living with intellectual disabilities.

People should put down limits because there are no limits, and we all have potential. We should pick up hope because we can do anything we set our minds to.

Timothy Shriver
Chairman, Special Olympics

Hi, I'm Timothy Shriver, and together with the entire community of Special Olympics leadership, Mary Davis, my colleagues on the board of directors, and athletes from Special Olympics Latin America who are all gathered here today, we are here to thank the team at Bank of America. Bank of America stands for the values we share, for inclusion, for tolerance, for the idea that everybody has a gift and everybody belongs. You've been fantastic partners to our movement, most recently at our World Games in Austria, coming up soon at our National Games in Seattle. It's an everyday proposition at Bank of America to believe in diversity, to invest in the talents of all your employees, to commit yourselves to a community of financial institutions that believe together that we're all better when we're working together, when we're included, and when everyone has a chance.

From all of us at Bank of America, a big congratulations to Brian Moynihan, to his entire leadership team, to the board of directors who have been extraordinary stewards of the bank, and also to all of you who have invested with us, whether it's in our athlete leadership work to promote financial literacy or the sports work or simply the idea that we are all gifted in our own ways, capable of contributing, and capable of making a difference. From all of us, thank you, Bank of America. Let's hear it, athletes.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you on behalf of all of you for voting your shares and allowing us to continue our great contribution to Special Olympics and [Bank of America] . As I said earlier when I started, this is a very strong and great company. We're committed to continue to grow it, grow it the right way, and we're doing that by delivering responsible growth. We've been delivering that in 2016. In the first quarter of 2017, you can see it coming through. We've made the progress to our financial targets. We've improved the shareholder returns, increased the dividend, and more stock buyback, and we've done that by serving the needs of our customers the right way. With that, thank you for taking the time to listen to the story about the company. We're now going to return to the preliminary voting results. Mr. Jeffries.

Ross Jeffries
Corporate Secretary, Bank of America

Thank you, Brian. Our Inspector of Election reports the following preliminary results, which are shown on the screen. All of the management proposals received the required majority support and have been approved. None of the stockholder proposals received the required majority support. Final voting results will be reported on a Form 8-K filing with the Securities and Exchange Commission within three days of today's meeting. Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Ross. Now we're going to go to a general Q&A session. As a reminder, the rules of the meeting are still in effect. Raise your card, we'll recognize you. One of my teammates with a microphone will hold it for you, come out in the aisle. You have a minute to make your comment. The chime will sound, and then we'll go to the next person. 201, we'll start here.

Jerry Blodgett
Shareholder

Thank you, Brian. My name is Jerry Blodgett. I have been a stockholder of Bank of America for 12-14 years. I live in the great state of Maine.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Jerry.

Jerry Blodgett
Shareholder

Welcome to Austin.

Brian Moynihan
Chairman and CEO, Bank of America

Yep.

Jerry Blodgett
Shareholder

My question is.

Brian Moynihan
Chairman and CEO, Bank of America

The snow's almost gone up there.

Jerry Blodgett
Shareholder

Almost. My question is about your letter to your shareholders in this year's report. I appreciate the fact that our dividend was raised 50%, but I note that if you take all the dividends we've been paid since 2008, it still wouldn't equal probably two months of what we were paid prior to that difficult period. You recognize the fact that it is that of the number of shares outstanding. With all respect, I don't think that simply using our funds to buy back shares is going to work in the long run because the shares are going to get increasingly expensive. My question is really about addressing the root cause of the majority of that dilution that occurred, and that was the coercion or the blackmail by the government in the purchase of Merrill Lynch.

I feel like the government has then been picking our pocket ever since then while they smacked us in the head. Why haven't they addressed that fact, which caused us a lot of loss during that period? If they won't, could we do it as a class action?

Brian Moynihan
Chairman and CEO, Bank of America

I'm not sure we can do it as a class action. I'll ask David Leitch to try to think that through. We'll continue to increase the dividend. With the 11, 10.9 billion shares, if you do the math you were doing and go the other way, you'd actually be paying out more than we earned. That is the dangerous spot we were in in 2007. When the earnings slowed down, we had to cut the dividend way back. The lesson learned is to have a dividend you can always sort of stand by, and that's why under both the regulations and the principles we have is to keep the dividend at a reasonable rate relative to the earnings power of the company. If you had a fall off in earnings for economic matters out in the world, you'd be able to sustain it.

We'll keep raising it. We'll keep buying back the stock. The math will work in your favor, and it has over the last few years, as shown by the 5, 3, 1 in year-to-date track record. I get to hear about how much people would like the dividend go up a lot, and we'll continue to drive it up. Thank you for your comments, Jerry. Next. 199, sir.

Julian Martinez
SER Jobs for Progress National

Thank you, Mr. Chairman. My name is Julian Martinez, and I represent SER Jobs for Progress National. SER is a national nonprofit community-based organization serving more than 1.3 million people a year by assisting them with their employment and educational needs. We at SER would like to thank Bank of America for investing in our efforts in our STEM robotics and drone programs for high school and middle school students. It has proven to be a great success, as attested to by their parents and teachers. Bank of America supports many other community programs across the country and should be commended for those as well. We are glad that you participate in the Hispanic Association on Corporate Responsibility's annual corporate index survey.

You rank very high in the survey, much of the credit must go to your board of directors, which is one of the most diversified in the Fortune 100 company. Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, sir. Thank you. We'll continue to hopefully generate top talent for our company and other companies through those training programs, so thank you. Next comment, 285.

Gary Burgess
Shareholder

I'm Gary Burgess, shareholder. Since about 2008, we've had $70 billion in fines and settlements, and when you add in the litigation costs, we're in the trillions of dollars, a tenth of a trillion plus $100 billion, which is a lot of money. Much of it was blamed for things that you acquired, in rough terms, is the board being responsible for the additional $50 billion or so that you may be responsible for or under your leadership?

Brian Moynihan
Chairman and CEO, Bank of America

I'm not sure you've got the timing right, we take accountability for the history of this company, that's why if you think back to the slide that showed the earnings power, the litigation cost has been running under $1 billion total for the company for the year. It made $1.1 billion for 2016. It's way down. I'm not sure where you're getting those numbers in 2016 and 2015 and 2014 and 2013. Going back to the settlements, the last big one was the Justice Department. Those didn't cost us as much because a lot of the work was making stuff available that we'd already made available. The board's fully accountable for it. We understand your position, what we're doing is focused on how to drive this company forward.

Gary Burgess
Shareholder

Well, whether it's $50 or $100 billion, that's a lot of money.

Brian Moynihan
Chairman and CEO, Bank of America

It was, not all was valid in our mind, it enabled us to at least go forward and fix the company and get it back to where it is. Thank you. Yes, sir. 158.

Speaker 19

Brian. I've been accumulating shares for about 35 years. I've never sold one, it's still growing. I think we got a very good future, just I want the board and management to think. In 2008, the shares that I own generated a little bit over $100,000 a year in dividends. This year, with substantially more shares, I got a little less than $14,000. We got a long ways to go. My request is when you and the board think about this year, buybacks are less important to me than the dividend side of it. I would hope and expect that the dividend would at least double and perhaps more this year. Thank you for any thoughts.

Brian Moynihan
Chairman and CEO, Bank of America

We'll work to increase it as we did over the last couple of years at a rapid rate, we'll take that into consideration. Thank you. 240.

Natalie Clark
Shareholder

Good morning, Mr. Moynihan and board of directors. My name is Natalie Clark, and this is my fourth year attending this meeting and expressing my concerns. Last year, I asked about efficiency ratio. It went from 75.11 to 66.15 in the first quarter of last year to the first quarter of this year. I think that's super awesome. I really applaud the leaders of this Bank of America for the changes in efficiency ratio and stock price. I hope that continues to improve. We're all in this room because we want this bank to succeed. I just have a few concerns. Other than the questions and answers we've already heard from your presentation and the talk show presentation, I would like to know if you were in my place, looking to pay for college in 18 months with better but still-depressed stock and dividend prices.

What question would you ask the CEO, and what would your answer to that be?

Brian Moynihan
Chairman and CEO, Bank of America

The question I'd always ask myself is every day, are we doing everything to drive responsible growth? I get up every morning. You can only be a CEO if you have a healthy amount of self-doubt. I ask myself of everything you saw out there, if you went through and spent the time, is that going to be state-of-the-art that's going to help us win in the market? I ask myself the work that Tom Montag's team does in the trading. Are they managing their risk well? You have to always realize no matter all those accolades that I can show you, we know we can do better. That's the question we always have to answer, is how can we do better? That is, thank God I got 210,000 people to depend on to help me figure out that answer, frankly. That's the question.

Natalie Clark
Shareholder

Do you believe that you are doing everything you can?

Brian Moynihan
Chairman and CEO, Bank of America

We can do better tomorrow than we're doing today. I think we're doing decently now, and we'll continue to do better. Thank you.

Natalie Clark
Shareholder

Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Other questions or comments? 2:15.

Ivan Bayarsky
Corporate Auditor, Bank of America

Mr. Moynihan and team, my name is Ivan Bayarsky. Thank you for the excellent work that you're doing. I'm an employee of Bank of America and a corporate auditor, so thank you for the work that you're doing. My question is, how can we continue to cut down expenses, and how are you doing it currently, and how are you looking to do it in the future? Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

What we tried to show you is through the efforts in Simplify and Improve, what we are really doing is examining all the processes in the company, and your audit teammates help give us advice in that regard to find out how they can be improved, more technology applied, what work does not need to get done, what work built up because of processes or history that no longer needs to be done. We continue to look at every process and do that. It is not magical. We will continue to go through a major data center reduction. I think we started with 50 or 60 data centers total. We are down to about 29. We will push that down to four or five. That costs a half billion, a quarter-billion-dollar investment each new data center to consolidate into. You have to spend money to make something.

It is just hard work. Real estate, continuing to consolidate down, continuing to work on the digitization of paper in the company, and everywhere we look. Other questions? Yes, sir.

Gary Burgess
Shareholder

Again, Gary Burgess. I addressed this issue with you outside, during the presidential election, we campaigned for several weeks in front of Jack in the Box, McDonald's, and SunTrust. On the Sunday before the election, we moved to at the entrance of Carolina Place Mall, and four police cars and a guy on a bicycle, or a policeman on a bicycle ran us off. To me, I saw you interfering with the democratic process. How is that a responsible action on Bank of America's part? Then I think I said, you told me that it was the responsibility of security and kind of brushed me off.

Brian Moynihan
Chairman and CEO, Bank of America

I told you to talk to people who might have an answer for you. I think that is not our property. I will take your comments. I think we handle ourselves well when you think about the several thousand, 5,000, 6,000 locations we have operating every day. My guess is that was somebody else's property and they took action. We will try to figure out what happened. I have no clue. Any other questions or comments? Mr. Davitt.

Richard Davitt
Public Citizen

Richard Davitt. Bethany McLean of Enron fame talks about the American mortgage industry and how it affects financial institutions. She says it's like water. It permeates every facet of your business. In 2005, I was here and got the story that the Audit Committee was doing their job. At last year's meeting, I got the response that they're not going to undertake the Sarbanes-Oxley review because they're doing their job. The only difference is it's cost shareholders $200 billion in equity in that same time period. Had they heeded that advice, shareholders would be in a lot better position today. What is your response to that?

Brian Moynihan
Chairman and CEO, Bank of America

The primary result was acquiring Countrywide, and it was practices that went on that were changed, but then we ended up paying for. Those practices haven't gone on in this company. I think we know pretty well what went wrong there. I think we've done a great job. We only originate mortgages directly to our customers. We don't have anything to do with correspondence, mortgage brokers, or anything like that. Every mortgage we have, we've looked eye to eye to customer and made sure it's done right. That brought our market share from 20% down to three. To accept that kind of decline in market share, it was tough.

Richard Davitt
Public Citizen

[Baker Staller on the subject calls the GSE business model fatally flawed. What don't you understand about fatal?

Brian Moynihan
Chairman and CEO, Bank of America

We don't sell to the GSEs, the Fannie Mae at all anymore, other than a few thousand Making Home Affordable loans because the product is already there that we have to do.

Richard Davitt
Public Citizen

The business model is still in place.

Brian Moynihan
Chairman and CEO, Bank of America

That's not our business model, sir. Thank you. Yes.

Gary Burgess
Shareholder

Gary Burgess. When the transfer from my Rally Credit Union to Bank America, I didn't get all my dividends. Thankfully, because of this meeting, I got my dividends.

Brian Moynihan
Chairman and CEO, Bank of America

Good.

Gary Burgess
Shareholder

On November 28th, I closed out my Bank America account. I gave this letter to the branch manager. She indicated she'd pass it along to you. About 20 minutes later, with her approval, I walked out with a check, closing my account. I've noticed, I discover my FICO scores have gone down. The only reason I can suspect is because I get a $5 fee for not having any funds in the account that I closed. I addressed some issues in this letter. I'd like to leave it to-

Brian Moynihan
Chairman and CEO, Bank of America

Mr. Tyree, that talked to you earlier outside, will take a look into what's going on.

Gary Burgess
Shareholder

How is it responsible to not close an account and then charge me fees after I close the account?

Brian Moynihan
Chairman and CEO, Bank of America

We'll look into it, you know. 152, how's it going?

Speaker 19

First of all, thank you for the management that you have been performing for Bank of America. I see great improvement. My question deals with the branches. The last several months when I have gone to the branches and gone inside, I've had to wait quite a while in line. I've listened to a lot of customers complain about there not being enough tellers. I wonder if you could comment, recognizing that I'm of an older generation than the many younger generations who probably don't use the tellers the way the older generations do. If you could comment what Bank of America is trying to do as it assimilates these two different generations in running your financial centers. Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Sure. Sir, I think you've put the issue on the table, which is one of the toughest issues, is how do you manage the transition? Take it out of our business and talk about all the articles you've seen about the retailing transformation, who's missed it and who's not missed it. Our job as a company is to not miss it. We've been driving, as you said, business model. It's not as discreet by age as you might think. We have had a 100-year-old person sign up for mobile banking, which I think is good optimism in my guy. Whenever I mention that, everybody has a race to see if they can find an older client that will sign up. We're trying to manage both.

What we have done in the branches is deployed many more sales teammates to try to help people solve their financial needs, whether it's questions or relationship teammates, questions or answers, and try to remove some of the activity. We have 5 million branch visits a week. They're absolutely critical to what goes on. Our job over time is to take more pure transactions and get them to things that are better for the customer. If they don't have to go spend the time getting there, driving their car, whatever it is. On the other hand, when they have a tough question, be able to have the right teammates there to spend as long as it takes to figure out. If any individual branch has a line, it's probably an issue that we didn't get it right that day.

Think of 4,600 of them operating at a given time, 30,000 teammates, and once in a while something goes out. We monitor it real time. We literally monitor real time. Our teammate, Tong Nguyen will pull out of his pocket and tell you all the branches that ran out of cycle during the day, they go out and fix it, try to rectify it as fast as they can. There's times that a person gets sick or something like that. We staff to try to avoid that. It doesn't happen very often. When it happens, we try to fix it. The broader question is, we are trying to do both in an excellent way.

You saw those customer scores earlier, one of the things the team is proudest of is that the branches, they also do them at the branch level, they have the product and all the different things. If you go across the branches, we're basically getting everybody above 80% top two boxes. Every region in the country is just getting there. Think about that. 80% up across 4,600 platforms every day with all those teammates involved. I think we're trying to do a good job. It's a constant reminder. I get customers who send me those notes saying I stood in line too long. Tong, who runs that side of the business for our teammates gets to hear from me. He's well aware of it. 201, please.

Jerry Blodgett
Shareholder

Brian, my criticisms are not directed at you. I think you got dealt about as bad a hand in 2009 as anyone could have. Just the fact you've stuck with it and kept pushing is a tribute to your fortitude and courage first.

Brian Moynihan
Chairman and CEO, Bank of America

Well, thank you.

Jerry Blodgett
Shareholder

There's been a couple of comments.

Brian Moynihan
Chairman and CEO, Bank of America

This is a great company. It wasn't as hard as people thought. Although we'll keep that mystery up for a while.

Jerry Blodgett
Shareholder

There's been a couple of comments, including my own, about dividend versus stock buyback. Personally, I would rather have money returned to me. I could make that decision of when to buy back the shares, but I would feel like it's under my control, and I obviously have a different cost of capital than the bank does.

Brian Moynihan
Chairman and CEO, Bank of America

Right.

Jerry Blodgett
Shareholder

Keep that in mind.

Brian Moynihan
Chairman and CEO, Bank of America

We keep in mind. There is an implied restriction of 30% of earnings for dividends in the federal approval process, so just keep that in mind. Leave aside where we would go as a company, but there is inherent things. It's $18 billion last year. After preferred dividends paid $17 billion. That's $5 billion maximum capacity. That's $0.50 a share. Remember that there is a constraint. That's a good constraint because what it does is it makes sure that that dividend will never be interrupted. One of the things we test is dividend capacity after stress, all the stress results we do. How many quarters could we sustain it? The second thing, and it's part of the stress test itself, but we test it every quarter on our own. The other thing we test is given those stress that can be pretty draconian.

If we take the more mild stress, if the earnings are only 50%, how many years can we go? It's actually in perpetuity, quite frankly. At 25%. We're always testing that, but we fully understand that. It's just that the math is a little tricky. As we bring the shares down, the dividend can go up per share because the same dollars go across less shares. That's part of the mathematics for drive. When we buy back stock, it's also helping on your dividend cash flow side. Okay. If we get it back, we're earning almost as much money.

If we could get it back to there, we wouldn't be having this conversation, but it would be a Absolute danger that companies get into is when the dividend gets to the point where they can't earn it with a minor eruption, and that won't happen based on the rules, but also how we run the company from a responsible growth standpoint. 174.

Speaker 19

Hi. I'm a small business customer and a preferred customer, I think you mentioned customers first and then go backwards.

Brian Moynihan
Chairman and CEO, Bank of America

Yes.

Speaker 19

This is a recording from.

Speaker 21

If you're calling today, you're entitled to a retail rebate of $100. Press one now for more information, you can hang up. Thank you.

Speaker 19

That was the recording I got when I called the phone number on my credit card statement. You can't keep putting automation-

Brian Moynihan
Chairman and CEO, Bank of America

Right

Speaker 19

give a number to a guy to call and then not let him go anywhere.

Brian Moynihan
Chairman and CEO, Bank of America

Right. I don't think that happens here, I'm happy to have our teammates over here, Dean and Tom, talk to you afterwards. I think they just offered you $100, is what I heard. Which I've got to ask these guys why they're doing that also. I think that's what that recording said. You can talk to Dean and Tom after, and they'll help you figure that out. Other questions or comments? 225.

Mary Ionescu
Shareholder

Hi. Mary Ionescu. My father's retired from your organization. I just want to, as a shareholder myself and as a long-term shareholder, just want to thank you for healing the organization back to health in the last couple of years. You've done a tremendous job, and I'm looking forward to continuation of that trend. Thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Right. It's the team that you see in front of you and the people they represent that did all the work. Thank you. Other comments or questions? All right. Oops, one more. 152. Sorry, I didn't see you go up there, sir.

Speaker 19

Thank you. Do you have an estimate of what the buyback value will be over the next 12 months?

Brian Moynihan
Chairman and CEO, Bank of America

Not one that we would give out publicly. Let me just tell you what facts are going on. In the first quarter, we repurchased $2.7 billion of the stock, and we paid a dividend of seven and a half cents, so three-quarters of a billion dollars. That's the first quarter. I can tell you what the facts are. I won't project out what the future is. We're going through a process called the CCAR DFAST process, which out of that will have the results back at the end of June, and we'll be able to tell you then. Okay. Thank all of you for joining us. On behalf of Jack Bovender, our Lead Independent Director, and the rest of the board of directors, we thank you for your support of our company. We look forward to seeing you here next year. Thank you.