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SHAREHOLDERS' INTEREST
 12 Months Ended
Dec. 31, 2015
SHAREHOLDERS' INTEREST
SHAREHOLDERS’ INTEREST
This note provides details about:
•
preferred and preference shares,
•
common shares,
•
share-repurchase programs and
•
cumulative other comprehensive income (loss).
PREFERRED AND PREFERENCE SHARES
We had no preferred shares outstanding at the end of 2015 or 2014. However, we have authorization to issue 7 million preferred shares with a par value of $1 per share.
As part of our purchase of Longview Timber, we issued 13.8 million of our 6.375 percent Mandatory Convertible Preference Shares, Series A, par value $1.00 and liquidation preference of $50.00 per share on June 24, 2013, for net proceeds of $669 million, which remained outstanding at year-end 2015. Dividends will be payable on a cumulative basis when, as and if declared by our board of directors, at an annual rate of 6.375 percent on the liquidation preference. We may pay declared dividends in cash or, subject to certain limitations, in common shares or by delivery of any combination of cash and common shares on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2013, through, and including, July 1, 2016. These shares will automatically convert on July 1, 2016 into between 1.5283 and 1.8339 of our common shares, subject to anti-dilution adjustments. At any time prior to that date, holders may elect to convert each share into common shares at the minimum conversion rate of 1.5283 common shares, subject to anti-dilution adjustments. In April 2015, 289 preference shares were converted into 436 common shares. See Note 4: Acquisitions for more information.
We may issue preferred or preference shares at one time or through a series of offerings. The shares may have varying rights and preferences that can include:
•
dividend rates,
•
redemption rights,
•
conversion terms,
•
sinking-fund provisions,
•
values in liquidation and
•
voting rights.
When issued, outstanding preferred and preference shares rank senior to outstanding common shares. That means preferred and preference shares would receive dividends and assets available on liquidation before any payments are made to common shares.
COMMON SHARES
The number of common shares we have outstanding changes when:
•
new shares are issued,
•
stock options are exercised,
•
restricted stock units or performance share units vest,
•
stock-equivalent units are paid out,
•
shares are tendered,
•
shares are repurchased or
•
shares are canceled.
Reconciliation of Our Common Share Activity
IN THOUSANDS
  
2015

2014

2013

Outstanding at beginning of year
524,474

583,548

542,393

New issuance (Note 4)
—

—

33,350

Shares tendered (Note 3)
—

(58,813
)
—

Stock options exercised
1,592

5,134

7,209

Issued for restricted stock units
365

451

462

Issued for performance shares
242

217

134

Repurchased
(16,190
)
(6,063
)
—

Outstanding at end of year
510,483

524,474

583,548


OUR SHARE REPURCHASE PROGRAMS
On August 13, 2014, our board of directors approved a stock repurchase program under which we were authorized to repurchase up to $700 million of outstanding shares (the 2014 Repurchase Program). The 2014 Repurchase Program replaced the prior 2011 stock repurchase program. During 2014, we repurchased 6,062,993 shares of common stock for $203 million under the 2014 Repurchase Program. During 2015 we completed the 2014 Repurchase Program by repurchasing 15,471,962 shares of common stock for $497 million. All common stock purchases under the stock repurchase program were made in open-market transactions.
On August 27, 2015 our board of directors approved a new share repurchase program of up to $500 million on outstanding shares (the 2015 Repurchase Program), commencing upon completion of the 2014 Repurchase Program. During 2015, we repurchased 717,464 shares of common stock for $22 million under the 2015 Repurchase Program. As of December 31, 2015 we had remaining authorization of $478 million for future stock repurchases. All common stock purchases under the stock repurchase program were made in open-market transactions. We had 510,483,285 shares of common stock outstanding as of December 31, 2015.
On November 8, 2015 Weyerhaeuser announced it intends to execute a $2.5 billion share repurchase shortly after closing the merger with Plum Creek. As of December 31, 2015 no portion of this intended repurchase has been completed. The remaining $478 million authorized for the 2015 Repurchase Program is expected to be used in the intended post-merger repurchase.
CUMULATIVE OTHER COMPREHENSIVE INCOME (LOSS)
Changes in amounts included in our cumulative other comprehensive income (loss) by component are:
DOLLAR AMOUNTS IN MILLIONS
 
 
PENSION
OTHER POSTRETIREMENT BENEFITS
 
 
  
Foreign currency translation adjustments
Actuarial losses
Prior service costs
Actuarial losses
Prior service credits
Unrealized gains on available-for-sale securities
Total
Beginning balance as of January 1, 2014
$
354

$
(1,066
)
$
(19
)
$
(111
)
$
150

$
6

$
(686
)
Other comprehensive income (loss) before reclassifications
(50
)
(1,008
)
1

(6
)
(12
)
—

(1,075
)
Income taxes
—

369

—

1

7

—

377

Net other comprehensive income (loss) before reclassifications
(50
)
(639
)
1

(5
)
(5
)
—

(698
)
Amounts reclassified from cumulative other comprehensive income (loss)(1)
—

125

5

12

(161
)
—

(19
)
Income taxes
—

(43
)
(2
)
(4
)
59

—

10

Net amounts reclassified from cumulative other comprehensive income (loss)
—

82

3

8

(102
)
—

(9
)
Total other comprehensive income (loss)
(50
)
(557
)
4

3

(107
)
—

(707
)
Beginning balance as of January 1, 2015
304

(1,623
)
(15
)
(108
)
43

6

(1,393
)
Other comprehensive income (loss) before reclassifications
(97
)
184

2

37

(2
)
—

124

Income taxes
—

(52
)
—

(12
)
—

—

(64
)
Net other comprehensive income (loss) before reclassifications
(97
)
132

2

25

(2
)
—

60

Amounts reclassified from cumulative other comprehensive income (loss)(1)
—

182

4

10

(9
)
—

187

Income taxes
—

(63
)
(2
)
(4
)
3

—

(66
)
Net amounts reclassified from cumulative other comprehensive income (loss)
—

119

2

6

(6
)
—

121

Total other comprehensive income (loss)
(97
)
251

4

31

(8
)
—

181

Ending balance as of December 31, 2015
$
207

$
(1,372
)
$
(11
)
$
(77
)
$
35

$
6

$
(1,212
)
(1) Actuarial losses and prior service credits (costs) are included in the computation of net periodic benefit costs (credits). See Note: 9 Pension and Other Postretirement Benefit Plans.