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SHAREHOLDERS' INTEREST
 12 Months Ended
Dec. 31, 2016
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 2016 or 2015. However, we have authorization to issue 7 million preferred shares with a par value of $1 per share.
On June 24, 2013, 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, for net proceeds of $669 million, which remained outstanding at December 31, 2015. Dividends were 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 could 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 automatically converted to common shares on July 1, 2016. At any time prior to that date, holders could elect to convert each share into common shares at the minimum conversion rate of 1.5283 common shares, subject to anti-dilution adjustments.
On July 1, 2016, all outstanding 6.375 percent Mandatory Convertible Preference Shares, Series A (Preference Shares) converted into Weyerhaeuser common shares at a rate of 1.6929 Weyerhaeuser common shares per Preference Share. The company issued a total of 23.2 million Weyerhaeuser common shares in conjunction with the conversion, based on 13.7 million Preference Shares outstanding as of the conversion date.
In accordance with the terms of the Preference Shares, the number of Weyerhaeuser common shares issuable on conversion was determined based on the average volume weighted average price of $29.54 for Weyerhaeuser common shares over the 20-trading-day period beginning June 1, 2016, and ending on June 28, 2016.
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 rights and amounts,
•
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
SHARES IN THOUSANDS
  
2016

2015

2014

Outstanding at beginning of year
510,483

524,474

583,548

Issuance from merger with Plum Creek (Note 4)
278,887

—

—

New issuance
—

—

—

Shares tendered (Note 3)
—

—

(58,813
)
Stock options exercised
2,571

1,592

5,134

Issued for restricted stock units
840

365

451

Issued for performance shares
219

242

217

Preference shares converted to common
23,345

—

—

Repurchased
(67,817
)
(16,190
)
(6,063
)
Outstanding at end of year
748,528

510,483

524,474


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.
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.
In November 2015, our board of directors approved a stock repurchase program under which we were authorized to repurchase up to $2.5 billion of outstanding shares subsequent to the closing of our merger with Plum Creek (the 2016 Repurchase Program). This new authorization replaced the August 2015 share repurchase authorization. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2016 Share Repurchase Authorization. During 2016, we repurchased 67,816,810 shares of common stock for $2 billion under the 2016 Share Repurchase Authorization. As of December 31, 2016, we had remaining authorization of $500 million for future stock repurchases. We had 748,528,131 shares of common stock outstanding as of December 31, 2016.
All common stock purchases under the 2016, 2015, and 2014 Repurchase Programs were made in open-market transactions.
We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability to account for repurchases that have not been cash settled. There were no unsettled repurchases as of December 31, 2016, or December 31, 2015.
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, 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

Beginning balance as of January 1, 2016
207

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

6

(1,212
)
Other comprehensive income (loss) before reclassifications
25

(590
)
—

5

—

1

(559
)
Income taxes
—

208

—

(1
)
—

—

207

Net other comprehensive income (loss) before reclassifications
25

(382
)
—

4

—

1

(352
)
Amounts reclassified from cumulative other comprehensive income (loss)(1)
—

156

4

9

(7
)
—

162

Income taxes
—

(53
)
(2
)
(3
)
1

—

(57
)
Net amounts reclassified from cumulative other comprehensive income (loss)
—

103

2

6

(6
)
—

105

Total other comprehensive income (loss)
25

(279
)
2

10

(6
)
1

(247
)
Ending balance as of December 31, 2016
$
232

$
(1,651
)
$
(9
)
$
(67
)
$
29

$
7

$
(1,459
)
(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.