x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Item
|
|
Page
|
|
|
|
PART I
|
|
1.
|
|
||
1A.
|
|
||
1B.
|
|
||
2.
|
|
||
3.
|
|
||
4.
|
|
||
|
|
PART II
|
|
5.
|
|
||
6.
|
|
||
7.
|
|
||
7A.
|
|
||
8.
|
|
||
9.
|
|
||
9A.
|
|
||
9B.
|
|
||
|
|
PART III
|
|
10.
|
|
||
11.
|
|
||
12.
|
|
||
13.
|
|
||
14.
|
|
||
|
|
PART IV
|
|
15.
|
|
|
Page
|
|
|
|
|
INDEX TO FINANCIAL STATEMENT SCHEDULES
|
|
All other financial statement schedules have been omitted because they are not applicable, the required matter is not present, or the required information has been otherwise supplied in the financial statements or the notes thereto.
|
|
|
Item 1.
|
BUSINESS
|
•
|
Increase the size and quality of our timberland holdings through timberland acquisitions while selling timberlands that no longer meet our strategic or financial return requirements. In 2013, we purchased an additional 39 percent interest in Matariki Forestry Group, a joint venture (“New Zealand JV”) that owns or leases approximately 0.3 million acres of New Zealand timberlands. We also sold our New York timberland holdings (128,000 acres) in 2013 to further focus our portfolio on core regions.
|
•
|
Extract maximum value from our HBU properties. This includes monetizing entitled properties for residential and industrial development including mega-site certified industrial and commercial properties and maintaining our rural HBU sales program for conservation, residential, recreation and industrial uses.
|
•
|
Strengthen our cellulose specialties position through expanded growth and diversification. We differentiate ourselves through technically superior products and research and development. We are focused on achieving operational excellence measured by cost-effective, reliable operation of our mills while consistently producing the high-quality, high-value cellulose critical to our customers. The $385 million cellulose specialties expansion (“CSE”) project was completed in June 2013 which added approximately 190,000 metric tons of cellulose specialties capacity at our Jesup, Georgia mill bringing total cellulose specialties capacity to approximately 675,000 metric tons.
|
Location
|
|
Softwood
|
|
Hardwood
|
|
Total
|
|
%
|
||||
Atlantic
|
|
24,379
|
|
|
12,742
|
|
|
37,121
|
|
|
42
|
|
Gulf
|
|
20,103
|
|
|
8,431
|
|
|
28,534
|
|
|
32
|
|
Northern
|
|
8,489
|
|
|
608
|
|
|
9,097
|
|
|
10
|
|
New Zealand
|
|
13,251
|
|
|
541
|
|
|
13,792
|
|
|
16
|
|
|
|
|
|
|
|
88,544
|
|
|
100
|
|
Item 1A.
|
RISK FACTORS
|
•
|
Risk of Non-Consummation.
The Company expects the distribution of the common shares of the new company that was formed to hold the Performance Fibers business to occur in mid-2014. However, the spin-off remains subject to a number of conditions, including: (i) final approval by the Company’s board of directors, (ii) receipt by the Company of a favorable private letter ruling from the IRS and (iii) the effectiveness of a registration statement on Form 10 relating to the securities of the new Performance Fibers company. There can be no assurance that any or all of these conditions will be met and that the spin-off will be completed in the manner and timeframe currently contemplated, or at all.
|
•
|
Risk Relating to Resources
. The execution of the proposed spin-off transaction will require significant time and attention from management, which may distract management from the operation of our businesses and the execution of our other initiatives. Our employees may also be distracted due to uncertainty about their future roles with each of the separate companies pending the completion of the spin-off transaction.
|
•
|
Risks of Not Obtaining Benefits from the Spin-Off
. The Company may not achieve some or all of the expected benefits of the spin-off, or may not achieve them in a timely fashion.
|
•
|
Risks Relating to Less Diversification
. If the spin-off is completed, the Company’s operational and financial profile will change as a result of the separation of the Performance Fibers business from the Company’s other businesses. As a result, the Company’s diversification of revenue sources will diminish, and it is possible that the Company’s results of operations, cash flows, working capital and financing requirements may be subject to increased volatility.
|
•
|
unscheduled maintenance outages;
|
•
|
prolonged power failures;
|
•
|
equipment failure;
|
•
|
a chemical spill or release;
|
•
|
explosion of a boiler or other pressure vessel;
|
•
|
fires, floods, windstorms, earthquakes, hurricanes or other catastrophes;
|
•
|
terrorism or threats of terrorism; and
|
•
|
other operational problems.
|
•
|
changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which we sell our products;
|
•
|
responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;
|
•
|
trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements;
|
•
|
difficulty in establishing, staffing and managing non-U.S. operations;
|
•
|
product damage or losses incurred during shipping;
|
•
|
potentially negative consequences from changes in or interpretations of tax laws;
|
•
|
political instability and actual or anticipated military or political conflicts;
|
•
|
economic instability, inflation, recessions and interest rate and exchange rate fluctuations;
|
•
|
uncertainties regarding non-U.S. judicial systems, rules and procedures; and
|
•
|
minimal or limited protection of intellectual property in some countries.
|
•
|
not having voting control over the joint venture;
|
•
|
the venture partners at any time may have economic or business interests or goals that are inconsistent with ours;
|
•
|
the venture partners may take actions contrary to our instructions or requests, or contrary to our policies or objectives with respect to the investment; and,
|
•
|
the venture partners could experience financial difficulties.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
|
|
|
Capacity/Function
|
|
Owned/Leased
|
Performance Fibers
|
Jesup, Georgia
|
|
520,000 metric tons of pulp
|
|
Owned
|
|
Fernandina Beach, Florida
|
|
155,000 metric tons of pulp
|
|
Owned
|
|
Jesup, Georgia
|
|
Research Facility
|
|
Owned
|
|
|
|
|
|
|
Wood Chipping Facilities
|
Offerman, Georgia
|
|
800,000 short green tons of wood chips
|
|
Owned
|
|
Eastman, Georgia
|
|
350,000 short green tons of wood chips
|
|
Owned
|
|
Barnesville, Georgia
|
|
350,000 short green tons of wood chips
|
|
Owned
|
|
Quitman, Georgia
|
|
200,000 short green tons of wood chips
|
|
Owned
|
|
Jarratt, Virginia
|
|
250,000 short green tons of wood chips
|
|
Owned
|
|
|
|
|
|
|
Corporate and Other
|
Jacksonville, Florida
|
|
Corporate Headquarters
|
|
Leased
|
|
|
|
|
|
(a)
|
Represents acres owned by the New Zealand JV, in which Rayonier has a
65
percent interest.
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
|
Dividends
|
||||||
2013
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
58.84
|
|
|
$
|
39.49
|
|
|
$
|
0.49
|
|
Third Quarter
|
$
|
59.87
|
|
|
$
|
53.84
|
|
|
$
|
0.49
|
|
Second Quarter
|
$
|
60.62
|
|
|
$
|
51.04
|
|
|
$
|
0.44
|
|
First Quarter
|
$
|
59.72
|
|
|
$
|
52.17
|
|
|
$
|
0.44
|
|
2012
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
51.86
|
|
|
$
|
47.45
|
|
|
$
|
0.44
|
|
Third Quarter
|
$
|
51.87
|
|
|
$
|
44.82
|
|
|
$
|
0.44
|
|
Second Quarter
|
$
|
46.04
|
|
|
$
|
41.33
|
|
|
$
|
0.40
|
|
First Quarter
|
$
|
47.56
|
|
|
$
|
43.38
|
|
|
$
|
0.40
|
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
October 1 to October 31
|
411
|
|
|
$
|
57.11
|
|
|
—
|
|
|
3,785,046
|
|
|
November 1 to November 30
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,785,046
|
|
|
December 1 to December 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,785,046
|
|
|
|
Total
|
411
|
|
|
|
|
—
|
|
|
3,785,046
|
|
|
|
|
|
|
(1)
|
Repurchased to satisfy the minimum tax withholding requirements related to the vesting of restricted shares under the Rayonier Incentive Stock Plan.
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Rayonier Inc.
|
$
|
100
|
|
|
$
|
142
|
|
|
$
|
185
|
|
|
$
|
245
|
|
|
$
|
295
|
|
|
$
|
249
|
|
S&P 500
®
|
$
|
100
|
|
|
$
|
126
|
|
|
$
|
146
|
|
|
$
|
149
|
|
|
$
|
172
|
|
|
$
|
228
|
|
FTSE NAREIT All Equity REITs
|
$
|
100
|
|
|
$
|
198
|
|
|
$
|
214
|
|
|
$
|
234
|
|
|
$
|
307
|
|
|
$
|
394
|
|
S&P
©
1500 Paper & Forest Products Index
|
$
|
100
|
|
|
$
|
128
|
|
|
$
|
164
|
|
|
$
|
177
|
|
|
$
|
212
|
|
|
$
|
218
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
At or For the Years Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(dollar amounts in millions, except per share data)
|
||||||||||||||||||
Profitability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales (a)
|
$
|
1,708
|
|
|
$
|
1,483
|
|
|
$
|
1,421
|
|
|
$
|
1,247
|
|
|
$
|
1,118
|
|
Operating income (b)
|
423
|
|
|
401
|
|
|
357
|
|
|
279
|
|
|
419
|
|
|||||
Net income (c)
|
374
|
|
|
279
|
|
|
276
|
|
|
218
|
|
|
313
|
|
|||||
Diluted earnings per common share
|
2.86
|
|
|
2.17
|
|
|
2.20
|
|
|
1.79
|
|
|
2.60
|
|
|||||
Financial Condition:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (d)
|
$
|
3,686
|
|
|
$
|
3,123
|
|
|
$
|
2,569
|
|
|
$
|
2,364
|
|
|
$
|
2,253
|
|
Total debt (e)
|
1,574
|
|
|
1,270
|
|
|
847
|
|
|
768
|
|
|
700
|
|
|||||
Shareholders’ equity
|
1,755
|
|
|
1,438
|
|
|
1,323
|
|
|
1,252
|
|
|
1,146
|
|
|||||
Shareholders’ equity — per share
|
13.90
|
|
|
11.66
|
|
|
10.84
|
|
|
10.34
|
|
|
9.61
|
|
|||||
Cash Flows:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities (f)
|
$
|
545
|
|
|
$
|
446
|
|
|
$
|
432
|
|
|
$
|
495
|
|
|
$
|
307
|
|
Cash used for investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
159
|
|
|
$
|
158
|
|
|
$
|
145
|
|
|
$
|
138
|
|
|
$
|
92
|
|
Purchase of additional interest in New Zealand joint venture
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of timberlands and other (g)
|
20
|
|
|
107
|
|
|
321
|
|
|
5
|
|
|
—
|
|
|||||
Jesup mill cellulose specialties expansion
|
141
|
|
|
201
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from disposition of Wood Products business
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
72
|
|
|
7
|
|
|
(20
|
)
|
|
—
|
|
|
1
|
|
|||||
Total cash used for investing activities
|
$
|
469
|
|
|
$
|
473
|
|
|
$
|
489
|
|
|
$
|
143
|
|
|
$
|
93
|
|
Cash used for (provided by) financing activities
|
157
|
|
|
(229
|
)
|
|
215
|
|
|
78
|
|
|
202
|
|
|||||
Depreciation, depletion and amortization
|
191
|
|
|
146
|
|
|
133
|
|
|
139
|
|
|
153
|
|
|||||
Cash dividends paid
|
237
|
|
|
207
|
|
|
185
|
|
|
164
|
|
|
158
|
|
|||||
Dividends paid — per share
|
$
|
1.86
|
|
|
$
|
1.68
|
|
|
$
|
1.52
|
|
|
$
|
1.36
|
|
|
$
|
1.33
|
|
Non-GAAP Financial Measures:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA (h)
|
|
|
|
|
|
|
|
|
|
||||||||||
Forest Resources
|
$
|
180
|
|
|
$
|
121
|
|
|
$
|
110
|
|
|
$
|
92
|
|
|
$
|
77
|
|
Real Estate
|
73
|
|
|
40
|
|
|
59
|
|
|
75
|
|
|
80
|
|
|||||
Performance Fibers
|
386
|
|
|
420
|
|
|
354
|
|
|
272
|
|
|
242
|
|
|||||
Other Operations
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(3
|
)
|
|||||
Corporate and other
|
37
|
|
|
(21
|
)
|
|
(32
|
)
|
|
(15
|
)
|
|
172
|
|
|||||
Total EBITDA (b)
|
$
|
678
|
|
|
$
|
560
|
|
|
$
|
492
|
|
|
$
|
425
|
|
|
$
|
568
|
|
Debt to EBITDA
|
2.3 to 1
|
|
|
2.3 to 1
|
|
|
1.7 to 1
|
|
|
1.8 to 1
|
|
|
1.2 to 1
|
|
|||||
Performance Ratios (%):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income to sales
|
25
|
|
|
27
|
|
|
25
|
|
|
22
|
|
|
37
|
|
|||||
Return on equity (i)
|
23
|
|
|
20
|
|
|
21
|
|
|
18
|
|
|
30
|
|
|||||
Return on capital (i)
|
12
|
|
|
11
|
|
|
13
|
|
|
11
|
|
|
18
|
|
|||||
Debt to capital
|
47
|
|
|
47
|
|
|
39
|
|
|
38
|
|
|
38
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Timberland and real estate acres — owned, leased, or managed, in millions of acres
|
2.6
|
|
|
2.7
|
|
|
2.7
|
|
|
2.4
|
|
|
2.5
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|||||
Forest Resources
|
|
|
|
|
|
|
|
|
|
|||||
Sales volume (thousands of short green tons)
|
|
|
|
|
|
|
|
|
|
|||||
Atlantic
|
3,247
|
|
|
3,310
|
|
|
3,406
|
|
|
3,571
|
|
|
4,532
|
|
Gulf States
|
2,044
|
|
|
2,011
|
|
|
1,335
|
|
|
1,359
|
|
|
1,726
|
|
Northern
|
1,979
|
|
|
1,947
|
|
|
1,665
|
|
|
1,369
|
|
|
1,402
|
|
New Zealand Domestic
|
1,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
New Zealand Export
|
651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
9,192
|
|
|
7,268
|
|
|
6,406
|
|
|
6,299
|
|
|
7,660
|
|
Real Estate — acres sold
|
|
|
|
|
|
|
|
|
|
|||||
Development
|
326
|
|
|
261
|
|
|
606
|
|
|
472
|
|
|
789
|
|
Rural
|
16,983
|
|
|
16,237
|
|
|
14,821
|
|
|
15,868
|
|
|
15,628
|
|
Non-Strategic Timberlands (j)
|
159,637
|
|
|
14,425
|
|
|
12,191
|
|
|
44,556
|
|
|
53,703
|
|
Total Acres Sold
|
176,946
|
|
|
30,923
|
|
|
27,618
|
|
|
60,896
|
|
|
70,120
|
|
Performance Fibers
|
|
|
|
|
|
|
|
|
|
|||||
Sales volume (thousands of metric tons)
|
|
|
|
|
|
|
|
|
|
|||||
Cellulose specialties
|
486
|
|
|
503
|
|
|
504
|
|
|
480
|
|
|
464
|
|
Viscose / other (k)
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Absorbent materials
|
106
|
|
|
214
|
|
|
227
|
|
|
238
|
|
|
270
|
|
Total
|
643
|
|
|
717
|
|
|
731
|
|
|
718
|
|
|
734
|
|
|
|
|
|
|
(a)
|
2013 included $146 million in sales from the consolidation of the New Zealand JV.
|
(b)
|
The 2013 results included a $16 million gain related to the consolidation of the New Zealand JV. The 2011 results included a $7 million increase in a disposition reserve. The 2010 results included a gain of $12 million from the sale of a portion of the Company’s interest in its New Zealand JV. The 2009 results included income of $205 million related to the Alternative Fuel Mixture Credit (“AFMC”).
|
(c)
|
2013 included a $42 million after-tax gain on the sale of the Wood Products business. The 2011 results included a benefit of $16 million for the reversal of a reserve related to the taxability of the AFMC. The 2010 results included a tax benefit of $24 million for the Cellulosic Biofuel Producer Credit (“CBPC”) and a gain of $12 million from the sale of a portion of the Company’s interest in its New Zealand JV. The 2009 results included income of $193 million related to the AFMC.
|
(d)
|
2013 included an increase in total assets of approximately $577 million related to the consolidation of the New Zealand JV.
|
(e)
|
The 2013 amount included an additional $224 million of debt related to the consolidation of the New Zealand JV. 2011 included $105 million of notes assumed in a timberland acquisition.
|
(f)
|
The 2010 results included a cash refund from the IRS of $189 million related to the AFMC.
|
(g)
|
Total timberland acquisitions for 2011 of $426 million included $105 million of notes assumed.
|
(h)
|
EBITDA is defined as earnings before interest, taxes, depreciation, depletion and amortization. EBITDA is a non-GAAP valuation measure used by our Chief Operating Decision Maker, existing shareholders and potential shareholders to measure how the Company is performing relative to the assets under management. We reconcile EBITDA to Net Income for the Consolidated Company and Operating Income for the Segments, as those are the nearest GAAP measure for each. See the following page for a reconciliation of Operating Income to EBITDA in total and by segment. See Item 7 —
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Performance and Liquidity Indicators
for a reconciliation of Net Income to EBITDA.
|
(i)
|
Return on equity is calculated by dividing net income by the average of the opening (1/1/XX) and ending (12/31/XX) shareholders’ equity for each period presented. Return on capital is calculated by dividing net income by the sum of average shareholders’ equity and average outstanding debt.
|
(j)
|
The 2013 results included a fourth quarter sale of approximately 128,000 acres of New York timberland holdings.
|
(k)
|
Beginning in the third quarter of 2013, viscose and commodity grades are being produced as the Company begins its multi-year transition to producing only cellulose specialties.
|
|
|
Forest Resources
|
|
Real
Estate
|
|
Performance
Fibers
|
|
Other
|
|
Corporate
and
other
|
|
Total
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (a)
|
$
|
81
|
|
|
$
|
56
|
|
|
$
|
311
|
|
|
$
|
2
|
|
|
$
|
(27
|
)
|
|
$
|
423
|
|
|
Add:
|
Depreciation, depletion and amortization
|
99
|
|
|
17
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
191
|
|
||||||
Add:
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
63
|
|
||||||
Add:
|
Depreciation, depletion and amortization from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
EBITDA
|
$
|
180
|
|
|
$
|
73
|
|
|
$
|
386
|
|
|
$
|
2
|
|
|
$
|
37
|
|
|
$
|
678
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income
|
$
|
46
|
|
|
$
|
32
|
|
|
$
|
359
|
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
|
$
|
401
|
|
|
Add:
|
Depreciation, depletion and amortization
|
75
|
|
|
8
|
|
|
61
|
|
|
—
|
|
|
2
|
|
|
146
|
|
||||||
Add:
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||
Add:
|
Depreciation, depletion and amortization from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
EBITDA
|
$
|
121
|
|
|
$
|
40
|
|
|
$
|
420
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
560
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (b)
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
298
|
|
|
$
|
1
|
|
|
$
|
(36
|
)
|
|
$
|
357
|
|
|
Add:
|
Depreciation, depletion and amortization
|
63
|
|
|
12
|
|
|
56
|
|
|
—
|
|
|
2
|
|
|
133
|
|
||||||
Add:
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Add:
|
Depreciation, depletion and amortization from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
EBITDA
|
$
|
110
|
|
|
$
|
59
|
|
|
$
|
354
|
|
|
$
|
1
|
|
|
$
|
(32
|
)
|
|
$
|
492
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (c)
|
$
|
33
|
|
|
$
|
53
|
|
|
$
|
214
|
|
|
$
|
1
|
|
|
$
|
(22
|
)
|
|
$
|
279
|
|
|
Add:
|
Depreciation, depletion and amortization
|
59
|
|
|
22
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
139
|
|
||||||
Add:
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Add:
|
Depreciation, depletion and amortization from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
EBITDA
|
$
|
92
|
|
|
$
|
75
|
|
|
$
|
272
|
|
|
$
|
1
|
|
|
$
|
(15
|
)
|
|
$
|
425
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (loss) (d)
|
$
|
7
|
|
|
$
|
56
|
|
|
$
|
184
|
|
|
$
|
(3
|
)
|
|
$
|
175
|
|
|
$
|
419
|
|
|
Add:
|
Depreciation, depletion and amortization
|
70
|
|
|
24
|
|
|
58
|
|
|
—
|
|
|
1
|
|
|
153
|
|
||||||
Add:
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Add:
|
Depreciation, depletion and amortization from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||
EBITDA
|
$
|
77
|
|
|
$
|
80
|
|
|
$
|
242
|
|
|
$
|
(3
|
)
|
|
$
|
172
|
|
|
$
|
568
|
|
|
|
|
|
|
(a)
|
Corporate and other included a $16 million gain related to the consolidation of the New Zealand JV.
|
(b)
|
Corporate and other included a $7 million increase to a disposition reserve. See
Note 17
—
Liabilities for Dispositions and Discontinued Operations
for additional information.
|
(c)
|
Corporate and other included a gain of $12 million from the sale of a portion of the Company’s interest in the New Zealand JV.
|
(d)
|
Corporate and other included $205 million related to the AFMC. See
Note 10
—
Income Taxes
—
Alternative Fuel Mixture Credit (“AFMC”) and Cellulosic Biofuel Producer Credit (“CBPC”)
for additional information.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Increase the size and quality of our timberland holdings through timberland acquisitions while selling timberland that no longer meets our strategic or financial return requirements. This strategy, which requires a disciplined approach and rigorous adherence to strategic and financial metrics, can result in significant year-to-year variation in timberland acquisitions and divestitures. For example, we acquired
17,000
acres of timberland in 2013, 88,000 acres in 2012, 308,000 acres in 2011, 3,000 acres in 2010, and none in 2009. We sold approximately 160,000, 14,000 and 12,000 acres of non-strategic timberland in
2013
,
2012
and
2011
, respectively.
|
•
|
Extract maximum value from our HBU properties. In prior years our focus on development properties was to obtain entitlements. For the near term, our entitlement efforts are largely complete as we have approximately 39,000 acres entitled in Florida and Georgia. We will now continue to work on monetizing these properties. For our prime industrial and commercial properties, we have focused on site certification. In 2013, we achieved certification of 1,800 acres in Nassau County, Florida as development-ready for large industrial or commercial uses. We will continue our rural HBU program of sales for conservation, recreation and industrial uses. Our primary markets are in our southern U.S. holdings.
|
•
|
Strengthen our global leadership in high purity cellulose specialties by driving growth and diversification. We differentiate ourselves through technically superior products and research and development. We are focused on achieving operational excellence measured by cost-effective, reliable operation of our mills while consistently producing the high-quality, high-value cellulose critical to our customers. The $385 million cellulose specialties expansion (“CSE”) project was completed in June 2013. The project added approximately 190,000 metric tons of cellulose specialties capacity at our Jesup, Georgia mill bringing total cellulose specialties capacity to approximately 675,000 metric tons.
|
|
Impact on:
|
||
Change in Assumption
|
Pension Expense
|
|
Projected Benefit
Obligation
|
25 bp decrease in discount rate
|
+ 1.6 million
|
|
+ 13.0 million
|
25 bp increase in discount rate
|
- 1.6 million
|
|
- 12.4 million
|
25 bp decrease in long-term return on assets
|
+ 0.7 million
|
|
|
25 bp increase in long-term return on assets
|
- 0.7 million
|
|
|
Financial Information (in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
|
|
|
|
|
||||||
Forest Resources
|
|
|
|
|
|
||||||
Atlantic
|
$
|
70
|
|
|
$
|
64
|
|
|
$
|
71
|
|
Gulf States
|
54
|
|
|
45
|
|
|
31
|
|
|||
Northern
|
110
|
|
|
110
|
|
|
102
|
|
|||
New Zealand (a)
|
148
|
|
|
11
|
|
|
11
|
|
|||
Total Forest Resources
|
382
|
|
|
230
|
|
|
215
|
|
|||
Real Estate
|
|
|
|
|
|
||||||
Development
|
4
|
|
|
2
|
|
|
4
|
|
|||
Rural
|
37
|
|
|
39
|
|
|
33
|
|
|||
Non-Strategic Timberlands (b)
|
108
|
|
|
16
|
|
|
34
|
|
|||
Total Real Estate
|
149
|
|
|
57
|
|
|
71
|
|
|||
Performance Fibers
|
|
|
|
|
|
||||||
Cellulose specialties
|
930
|
|
|
935
|
|
|
824
|
|
|||
Viscose/other (c)
|
39
|
|
|
—
|
|
|
—
|
|
|||
Absorbent materials (c)
|
73
|
|
|
158
|
|
|
196
|
|
|||
Total Performance Fibers
|
1,042
|
|
|
1,093
|
|
|
1,020
|
|
|||
Other Operations
|
138
|
|
|
105
|
|
|
122
|
|
|||
Intersegment Eliminations
|
(3
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|||
Total Sales
|
$
|
1,708
|
|
|
$
|
1,483
|
|
|
$
|
1,421
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
|
|
|
|
||||||
Forest Resources
|
$
|
81
|
|
|
$
|
46
|
|
|
$
|
47
|
|
Real Estate
|
56
|
|
|
32
|
|
|
47
|
|
|||
Performance Fibers
|
311
|
|
|
359
|
|
|
298
|
|
|||
Other Operations
|
2
|
|
|
—
|
|
|
1
|
|
|||
Corporate and other (d)
|
(27
|
)
|
|
(36
|
)
|
|
(36
|
)
|
|||
Operating Income
|
423
|
|
|
401
|
|
|
357
|
|
|||
Interest Expense
|
(44
|
)
|
|
(45
|
)
|
|
(50
|
)
|
|||
Interest/Other Income
|
3
|
|
|
—
|
|
|
1
|
|
|||
Income Tax Expense (e)
|
(50
|
)
|
|
(85
|
)
|
|
(31
|
)
|
|||
Income from Continuing Operations
|
332
|
|
|
271
|
|
|
277
|
|
|||
Discontinued Operations, Net (f)
|
42
|
|
|
8
|
|
|
(1
|
)
|
|||
Net Income
|
374
|
|
|
279
|
|
|
276
|
|
|||
Less: Net Income Attributable to Noncontrolling Interest
|
2
|
|
|
—
|
|
|
—
|
|
|||
Net Income Attributable to Rayonier Inc.
|
$
|
372
|
|
|
$
|
279
|
|
|
$
|
276
|
|
|
|
|
|
|
(a)
|
2013 included $146 million in sales from the consolidation of the New Zealand JV.
|
(b)
|
The 2013 results included a fourth quarter sale of approximately 128,000 acres of New York timberland holdings for $57 million.
|
(c)
|
Beginning in the third quarter of 2013 and in conjunction with the completion of the CSE project, the Company’s Jesup mill reduced production of absorbent materials and began producing viscose and other commodity grades as the Company begins its multi-year transition to producing only cellulose specialties.
|
(d)
|
The 2013 results included a $16 million gain related to the consolidation of the New Zealand JV. The 2011 results included a $7 million increase in a disposition reserve. See
Note 17
—
Liabilities for Dispositions and Discontinued Operations
for additional information.
|
(e)
|
The 2011 results included a benefit of $16 million from the reversal of a reserve related to the taxability of the AFMC.
|
(f)
|
The 2013 results included a $42 million after-tax gain from the sale of the Wood Products business.
|
Sales (in millions)
|
2012
|
|
Changes Attributable to:
|
|
2013
|
||||||||||
Price
|
|
Volume/
Mix/Other
|
|
||||||||||||
Atlantic
|
$
|
64
|
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
$
|
70
|
|
Gulf States
|
45
|
|
|
3
|
|
|
6
|
|
|
54
|
|
||||
Northern
|
110
|
|
|
12
|
|
|
(12
|
)
|
|
110
|
|
||||
New Zealand (a)
|
11
|
|
|
20
|
|
|
117
|
|
|
148
|
|
||||
Total Sales
|
$
|
230
|
|
|
$
|
42
|
|
|
$
|
110
|
|
|
$
|
382
|
|
|
|
|
|
|
(a)
|
2013 included $146 million of sales from the consolidation of the New Zealand JV.
|
Operating Income (in millions)
|
2012
|
|
Changes Attributable to:
|
|
2013
|
||||||||||||||
Price
|
|
Volume/
Mix
|
|
Cost/Other
|
|
||||||||||||||
Atlantic
|
$
|
17
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
23
|
|
Gulf States
|
6
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
15
|
|
|||||
Northern
|
21
|
|
|
12
|
|
|
3
|
|
|
(3
|
)
|
|
33
|
|
|||||
New Zealand/Other (a)
|
2
|
|
|
20
|
|
|
—
|
|
|
(12
|
)
|
|
10
|
|
|||||
Total Operating Income
|
$
|
46
|
|
|
$
|
42
|
|
|
$
|
3
|
|
|
$
|
(10
|
)
|
|
$
|
81
|
|
|
|
|
|
|
(a)
|
2013 included $8 million of operating income from the consolidation of the New Zealand JV.
|
|
2012
|
|
Changes Attributable to:
|
|
2013
|
||||||||||
Sales (in millions)
|
Price
|
|
Volume/
Mix
|
|
|||||||||||
Development
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
Rural
|
39
|
|
|
(4
|
)
|
|
2
|
|
|
37
|
|
||||
Non-Strategic Timberlands
|
16
|
|
|
14
|
|
|
78
|
|
|
108
|
|
||||
Total Sales
|
$
|
57
|
|
|
$
|
13
|
|
|
$
|
79
|
|
|
$
|
149
|
|
Operating Income (in millions)
|
2012
|
|
Changes Attributable to:
|
|
2013
|
||||||||||||||
Price
|
|
Volume/
Mix
|
|
Cost/Other
|
|
||||||||||||||
Total Operating Income
|
$
|
32
|
|
|
$
|
13
|
|
|
$
|
17
|
|
|
$
|
(6
|
)
|
|
$
|
56
|
|
Sales (in millions)
|
2012
|
|
Changes Attributable to:
|
|
2013
|
||||||||||
Price
|
|
Volume / Mix
|
|
||||||||||||
Cellulose specialties
|
$
|
935
|
|
|
$
|
26
|
|
|
$
|
(31
|
)
|
|
$
|
930
|
|
Viscose/other
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
||||
Absorbent materials
|
158
|
|
|
(8
|
)
|
|
(77
|
)
|
|
73
|
|
||||
Total Sales
|
$
|
1,093
|
|
|
$
|
18
|
|
|
$
|
(69
|
)
|
|
$
|
1,042
|
|
Operating Income (in millions)
|
2012
|
|
Changes Attributable to:
|
|
2013
|
||||||||||||||||||
Cellulose Specialties
|
|
|
|
||||||||||||||||||||
Price
|
|
Volume
|
|
Cost/Mix
|
|
Other
|
|
||||||||||||||||
Total Operating Income
|
$
|
359
|
|
|
$
|
26
|
|
|
$
|
(12
|
)
|
|
$
|
(16
|
)
|
|
$
|
(46
|
)
|
|
$
|
311
|
|
Sales (in millions)
|
2011
|
|
Changes Attributable to:
|
|
2012
|
||||||||||
Price
|
|
Volume/
Mix/Other
|
|
||||||||||||
Atlantic
|
$
|
71
|
|
|
$
|
4
|
|
|
$
|
(11
|
)
|
|
$
|
64
|
|
Gulf States
|
31
|
|
|
—
|
|
|
14
|
|
|
45
|
|
||||
Northern
|
102
|
|
|
(13
|
)
|
|
21
|
|
|
110
|
|
||||
New Zealand
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Total Sales
|
$
|
215
|
|
|
$
|
(9
|
)
|
|
$
|
24
|
|
|
$
|
230
|
|
Operating Income (in millions)
|
2011
|
|
Changes Attributable to:
|
|
2012
|
||||||||||||||
Price
|
|
Volume/
Mix
|
|
Cost/Other
|
|
||||||||||||||
Atlantic
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
17
|
|
Gulf States
|
2
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
6
|
|
|||||
Northern
|
29
|
|
|
(13
|
)
|
|
8
|
|
|
(3
|
)
|
|
21
|
|
|||||
New Zealand/Other
|
5
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
2
|
|
|||||
Total Operating Income
|
$
|
47
|
|
|
$
|
(9
|
)
|
|
$
|
10
|
|
|
$
|
(2
|
)
|
|
$
|
46
|
|
|
2011
|
|
Changes Attributable to:
|
|
2012
|
||||||||||
Sales (in millions)
|
Price
|
|
Volume/
Mix
|
|
|||||||||||
Development
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
Rural
|
33
|
|
|
2
|
|
|
4
|
|
|
39
|
|
||||
Non-Strategic Timberlands
|
34
|
|
|
(23
|
)
|
|
5
|
|
|
16
|
|
||||
Total Sales
|
$
|
71
|
|
|
$
|
(21
|
)
|
|
$
|
7
|
|
|
$
|
57
|
|
Operating Income (in millions)
|
2011
|
|
Changes Attributable to:
|
|
2012
|
||||||||||||||
Price
|
|
Volume/
Mix
|
|
Cost/Other
|
|
||||||||||||||
Total Operating Income
|
$
|
47
|
|
|
$
|
(21
|
)
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
32
|
|
Sales (in millions)
|
2011
|
|
Changes Attributable to:
|
|
2012
|
||||||||||
Price
|
|
Volume/
Mix
|
|
||||||||||||
Cellulose specialties
|
$
|
824
|
|
|
$
|
112
|
|
|
$
|
(1
|
)
|
|
$
|
935
|
|
Absorbent materials
|
196
|
|
|
(26
|
)
|
|
(12
|
)
|
|
158
|
|
||||
Total Sales
|
$
|
1,020
|
|
|
$
|
86
|
|
|
$
|
(13
|
)
|
|
$
|
1,093
|
|
Operating Income (in millions)
|
2011
|
|
Changes Attributable to:
|
|
2012
|
||||||||||||||
Price
|
|
Volume/
Mix
|
|
Cost/Other
|
|
||||||||||||||
Total Operating Income
|
$
|
298
|
|
|
$
|
86
|
|
|
$
|
(3
|
)
|
|
$
|
(22
|
)
|
|
$
|
359
|
|
|
As of December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash and cash equivalents
|
$
|
200
|
|
|
$
|
281
|
|
|
$
|
79
|
|
Total debt
|
1,574
|
|
|
1,270
|
|
|
847
|
|
|||
Shareholders’ equity
|
1,755
|
|
|
1,438
|
|
|
1,323
|
|
|||
Total capitalization (total debt plus equity)
|
3,329
|
|
|
2,708
|
|
|
2,170
|
|
|||
Debt to capital ratio
|
47%
|
|
|
47%
|
|
|
39%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
545
|
|
|
$
|
446
|
|
|
$
|
432
|
|
Investing activities
|
(469
|
)
|
|
(473
|
)
|
|
(489
|
)
|
|||
Financing activities
|
(157
|
)
|
|
229
|
|
|
(215
|
)
|
|||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1
|
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(81
|
)
|
|
$
|
202
|
|
|
$
|
(271
|
)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Net Income to EBITDA Reconciliation
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
374
|
|
|
$
|
279
|
|
|
$
|
276
|
|
|
$
|
218
|
|
|
$
|
313
|
|
Interest, net
|
41
|
|
|
45
|
|
|
49
|
|
|
49
|
|
|
51
|
|
|||||
Income tax expense, continuing operations
|
50
|
|
|
85
|
|
|
31
|
|
|
14
|
|
|
49
|
|
|||||
Income tax expense, discontinued operations
|
21
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
(3
|
)
|
|||||
Depreciation, depletion and amortization
|
191
|
|
|
146
|
|
|
133
|
|
|
139
|
|
|
153
|
|
|||||
Depreciation, depletion and amortization, from discontinued operations
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|||||
EBITDA (a)
|
$
|
678
|
|
|
$
|
560
|
|
|
$
|
492
|
|
|
$
|
425
|
|
|
$
|
568
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
EBITDA by Segment
|
|
|
|
|
|
|
|
|
|
||||||||||
Forest Resources
|
$
|
180
|
|
|
$
|
121
|
|
|
$
|
110
|
|
|
$
|
92
|
|
|
$
|
77
|
|
Real Estate
|
73
|
|
|
40
|
|
|
59
|
|
|
75
|
|
|
80
|
|
|||||
Performance Fibers
|
386
|
|
|
420
|
|
|
354
|
|
|
272
|
|
|
242
|
|
|||||
Other Operations
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(3
|
)
|
|||||
Corporate and other (a)
|
37
|
|
|
(21
|
)
|
|
(32
|
)
|
|
(15
|
)
|
|
172
|
|
|||||
EBITDA
|
$
|
678
|
|
|
$
|
560
|
|
|
$
|
492
|
|
|
$
|
425
|
|
|
$
|
568
|
|
|
|
|
|
|
(a)
|
The results for 2013 include a
$63 million
gain on the sale of Wood Products and a
$16 million
gain related to the consolidation of the New Zealand JV. The results for 2011 included a $7 million increase in a disposition reserve. The results for 2010 included a gain of $12 million from the sale of a portion of the Company’s interest in the New Zealand JV. The results for 2009 included $205 million related to the AFMC.
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Cash provided by operating activities
|
$
|
545
|
|
|
$
|
446
|
|
|
$
|
432
|
|
|
$
|
495
|
|
|
$
|
307
|
|
Capital expenditures (a)
|
(159
|
)
|
|
(158
|
)
|
|
(145
|
)
|
|
(138
|
)
|
|
(92
|
)
|
|||||
Change in committed cash
|
(4
|
)
|
|
6
|
|
|
(6
|
)
|
|
12
|
|
|
17
|
|
|||||
Excess tax benefits on stock-based compensation
|
8
|
|
|
8
|
|
|
6
|
|
|
5
|
|
|
3
|
|
|||||
Basis of New York timberlands
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
10
|
|
|
(2
|
)
|
|||||
CAD
|
334
|
|
|
304
|
|
|
287
|
|
|
384
|
|
|
233
|
|
|||||
Mandatory debt repayments
|
(42
|
)
|
|
(323
|
)
|
|
(93
|
)
|
|
(1
|
)
|
|
(123
|
)
|
|||||
Adjusted CAD
|
$
|
292
|
|
|
$
|
(19
|
)
|
|
$
|
194
|
|
|
$
|
383
|
|
|
$
|
110
|
|
Cash used for investing activities
|
$
|
(469
|
)
|
|
$
|
(473
|
)
|
|
$
|
(489
|
)
|
|
$
|
(143
|
)
|
|
$
|
(93
|
)
|
Cash (used for) provided by financing activities
|
$
|
(157
|
)
|
|
$
|
229
|
|
|
$
|
(215
|
)
|
|
$
|
(78
|
)
|
|
$
|
(202
|
)
|
|
|
|
|
|
(a)
|
Capital expenditures exclude strategic capital. For the year ended
December 31, 2013
, strategic capital totaled
$141 million
for the Jesup mill CSE and
$20 million
for timberland acquisitions. For the year ended
December 31, 2012
, strategic capital totaled
$201 million
for the Jesup mill CSE and
$107 million
for timberland acquisitions.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
|||||||||||||
Long-term debt (a)
|
$
|
1,463
|
|
|
$
|
—
|
|
|
$
|
529
|
|
|
$
|
63
|
|
|
$
|
871
|
|
Current maturities of long-term debt
|
113
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on long-term debt (b)
|
204
|
|
|
40
|
|
|
69
|
|
|
44
|
|
|
51
|
|
|||||
Operating leases — timberland
|
188
|
|
|
10
|
|
|
19
|
|
|
17
|
|
|
142
|
|
|||||
Environmental obligations (c)
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Postretirement obligations (d)
|
34
|
|
|
3
|
|
|
6
|
|
|
7
|
|
|
18
|
|
|||||
Operating leases — PP&E, offices
|
10
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|||||
Uncertain tax positions (e)
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations — derivatives (f)
|
5
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|||||
Purchase obligations — Jesup mill contract (g)
|
20
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
15
|
|
|||||
Purchase obligations — wood chips (h)
|
48
|
|
|
11
|
|
|
23
|
|
|
14
|
|
|
—
|
|
|||||
Purchase obligations — environmental service (i)
|
7
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||
Purchase obligations — other
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
2,107
|
|
|
$
|
198
|
|
|
$
|
653
|
|
|
$
|
153
|
|
|
$
|
1,103
|
|
|
|
|
|
|
(a)
|
The book value of our long-term debt is currently recorded at $
1.462
billion on the Company’s consolidated balance sheet, but upon maturity the liability will be $
1.463
billion.
|
(b)
|
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of
December 31, 2013
.
|
(c)
|
These obligations relate to the Jesup mill 2008 consent order which was amended in 2011 for the CSE project.
|
(d)
|
These amounts represent an estimate of our projected payments related to our unfunded excess pension plan and our postretirement medical and life insurance plans for the next ten years. See
Note 22
—
Employee Benefit Plans
for additional information.
|
(e)
|
See
Note 10
—
Income Taxes
for additional information on uncertain tax positions.
|
(f)
|
Purchase obligations represent payments expected to be made on derivative instruments held in New Zealand. See
Note 6
—
Derivative Financial Instruments and Hedging Activities
.
|
(g)
|
Purchase obligations represent payments expected to be made on the Jesup mill natural gas transportation contract.
|
(h)
|
Pursuant to the Wood Products business purchase and sale agreement, Rayonier contracted with Interfor (buyer) to purchase wood chips produced at the lumber mills for use at Rayonier’s Jesup mill.
|
(i)
|
These obligations relate to various environmental monitoring and maintenance service agreements.
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Jesup mill consent order (a)
|
$
|
18
|
|
|
$
|
25
|
|
|
$
|
3
|
|
CSE project (b)
|
19
|
|
|
16
|
|
|
5
|
|
|||
Other (c)
|
8
|
|
|
12
|
|
|
10
|
|
|||
Total
|
$
|
45
|
|
|
$
|
53
|
|
|
$
|
18
|
|
|
|
|
|
|
(a)
|
Includes spending related to a 2008 Jesup mill consent order in which we agreed to implement certain capital improvements relating to the mill’s wastewater treatment. This consent order was amended in 2011 in connection with the CSE. Capital spending related to the consent order is expected to approximate $2 million in 2014.
|
(b)
|
Environmental compliance expenditures related to the CSE project, which was completed in June 2013.
|
(c)
|
Includes spending for improvements to our manufacturing process and pollution control systems that will comply with the requirements of new or renewed air emission and water discharge permits, and other required improvements for our Performance Fibers mills. Other capital spending related to environmental compliance is expected to approximate $15 million in
2014
, which includes $14 million for industrial boiler air emissions compliance.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as a part of this report:
|
(1)
|
See
Index to Financial Statements
on page ii for a list of the financial statements filed as part of this report.
|
(2)
|
See
Schedule II — Valuation and Qualifying Accounts
. All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto.
|
(3)
|
See
Exhibit Index
for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.
|
(b)
|
Exhibits:
|
(c)
|
Financial Statement Schedules:
|
RAYONIER INC.
|
|
|
|
By:
|
/s/ PAUL G. BOYNTON
|
|
Paul G. Boynton
Chairman of the Board, President and Chief Executive Officer
|
|
February 28, 2014
|
|
|
By:
|
/s/ HANS E. VANDEN NOORT
|
|
Hans E. Vanden Noort
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
February 28, 2014
|
/
s
/ Ernst & Young LLP
|
Certified Public Accountants
|
/s/ Ernst & Young LLP
|
Certified Public Accountants
|
/s/ Deloitte & Touche LLP
|
Certified Public Accountants
|
|
Jacksonville, FL
|
February 27, 2012 (February 28, 2014 as it relates to Notes 3, 5, 10, 11, 16 and 24)
|
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
373,798
|
|
|
$
|
278,685
|
|
|
$
|
276,005
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
191,274
|
|
|
145,540
|
|
|
132,548
|
|
|||
Non-cash cost of real estate sold
|
10,178
|
|
|
4,746
|
|
|
4,329
|
|
|||
Non-cash cost of New York timberland sale
|
53,990
|
|
|
—
|
|
|
—
|
|
|||
Stock-based incentive compensation expense
|
11,683
|
|
|
15,116
|
|
|
16,181
|
|
|||
Amortization of debt discount/premium
|
1,215
|
|
|
6,323
|
|
|
8,654
|
|
|||
Deferred income taxes
|
5,857
|
|
|
3,505
|
|
|
2,498
|
|
|||
Tax benefit of AFMC for CBPC exchange
|
(18,761
|
)
|
|
(12,196
|
)
|
|
—
|
|
|||
Non-cash adjustments to unrecognized tax benefit liability
|
3,967
|
|
|
—
|
|
|
(16,000
|
)
|
|||
Amortization of losses from pension and postretirement plans
|
22,029
|
|
|
19,493
|
|
|
12,369
|
|
|||
Gain on sale of discontinued operations, net
|
(42,121
|
)
|
|
—
|
|
|
—
|
|
|||
Gain related to consolidation of New Zealand joint venture
|
(16,098
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on early redemption of exchangeable notes
|
3,974
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(5,528
|
)
|
|
298
|
|
|
8,378
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
11,100
|
|
|
(4,248
|
)
|
|
(12,011
|
)
|
|||
Inventories
|
(19,986
|
)
|
|
(10,649
|
)
|
|
(3,868
|
)
|
|||
Accounts payable
|
(1,655
|
)
|
|
(7,967
|
)
|
|
6,347
|
|
|||
Income tax receivable/payable
|
47,232
|
|
|
65,212
|
|
|
19,788
|
|
|||
All other operating activities
|
(8,094
|
)
|
|
2,750
|
|
|
(13,739
|
)
|
|||
Payment to exchange AFMC for CBPC
|
(70,311
|
)
|
|
(50,768
|
)
|
|
—
|
|
|||
Expenditures for dispositions and discontinued operations
|
(8,570
|
)
|
|
(9,926
|
)
|
|
(9,209
|
)
|
|||
CASH PROVIDED BY OPERATING ACTIVITIES
|
545,173
|
|
|
445,914
|
|
|
432,270
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(158,898
|
)
|
|
(157,562
|
)
|
|
(144,522
|
)
|
|||
Purchase of additional interest in New Zealand joint venture
|
(139,879
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of timberlands
|
(20,401
|
)
|
|
(106,536
|
)
|
|
(320,899
|
)
|
|||
Jesup mill cellulose specialties expansion
|
(141,143
|
)
|
|
(201,359
|
)
|
|
(42,894
|
)
|
|||
Proceeds from disposition of Wood Products business
|
62,720
|
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash
|
(58,385
|
)
|
|
(10,559
|
)
|
|
8,323
|
|
|||
Other
|
(12,934
|
)
|
|
3,115
|
|
|
11,378
|
|
|||
CASH USED FOR INVESTING ACTIVITIES
|
(468,920
|
)
|
|
(472,901
|
)
|
|
(488,614
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Issuance of debt (Note 13)
|
622,885
|
|
|
1,230,000
|
|
|
460,000
|
|
|||
Repayment of debt
|
(549,485
|
)
|
|
(813,610
|
)
|
|
(499,057
|
)
|
|||
Dividends paid
|
(237,016
|
)
|
|
(206,583
|
)
|
|
(185,272
|
)
|
|||
Proceeds from the issuance of common shares
|
10,101
|
|
|
25,495
|
|
|
13,451
|
|
|||
Excess tax benefits on stock-based compensation
|
8,413
|
|
|
7,635
|
|
|
5,681
|
|
|||
Debt issuance costs
|
—
|
|
|
(6,135
|
)
|
|
(2,027
|
)
|
|||
Repurchase of common shares
|
(11,326
|
)
|
|
(7,783
|
)
|
|
(7,909
|
)
|
|||
Other
|
(713
|
)
|
|
—
|
|
|
—
|
|
|||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(157,141
|
)
|
|
229,019
|
|
|
(215,133
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
(64
|
)
|
|
(39
|
)
|
|
617
|
|
|||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
||||||
Change in cash and cash equivalents
|
(80,952
|
)
|
|
201,993
|
|
|
(270,860
|
)
|
|||
Balance, beginning of year
|
280,596
|
|
|
78,603
|
|
|
349,463
|
|
|||
Balance, end of year
|
$
|
199,644
|
|
|
$
|
280,596
|
|
|
$
|
78,603
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest
|
$
|
44,156
|
|
|
$
|
34,956
|
|
|
$
|
38,223
|
|
Income taxes
|
99,120
|
|
|
74,745
|
|
|
17,509
|
|
|||
Non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Acquisition of timberlands (Note 8)
|
—
|
|
|
—
|
|
|
105,000
|
|
|||
Assumption of loan (Note 13)
|
—
|
|
|
—
|
|
|
105,000
|
|
|||
Capital assets purchased on account
|
15,522
|
|
|
25,926
|
|
|
20,866
|
|
|||
Shareholder debt assumed in acquisition of New Zealand joint venture
|
125,532
|
|
|
—
|
|
|
—
|
|
|||
Conversion of shareholder debt to equity noncontrolling interest
|
(95,961
|
)
|
|
—
|
|
|
—
|
|
|||
Partial conversion of Senior Exchangeable Notes to equity
|
2,453
|
|
|
—
|
|
|
—
|
|
1.
|
NATURE OF BUSINESS OPERATIONS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
SALE OF WOOD PRODUCTS BUSINESS
|
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
$
|
16,968
|
|
|
$
|
87,510
|
|
|
$
|
67,682
|
|
Cost of sales and other
|
(17,102
|
)
|
|
(76,619
|
)
|
|
(68,682
|
)
|
|||
Gain on sale of discontinued operations
|
63,217
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations before income taxes
|
63,083
|
|
|
10,891
|
|
|
(1,000
|
)
|
|||
Income tax (expense) benefit
|
(21,050
|
)
|
|
(3,648
|
)
|
|
331
|
|
|||
Income (loss) from discontinued operations, net
|
$
|
42,033
|
|
|
$
|
7,243
|
|
|
$
|
(669
|
)
|
|
March 1, 2013
|
||
Accounts receivable, net
|
$
|
4,127
|
|
Inventory
|
4,270
|
|
|
Prepaid and other current assets
|
2,053
|
|
|
Property, plant and equipment, net
|
9,990
|
|
|
Total assets
|
$
|
20,440
|
|
|
|
||
Total liabilities
|
$
|
596
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Wood chip purchases
|
$
|
1,650
|
|
|
$
|
12,526
|
|
|
$
|
12,600
|
|
Saw timber procurement services
|
231
|
|
|
1,125
|
|
|
1,023
|
|
|||
Total intercompany
|
$
|
1,881
|
|
|
$
|
13,651
|
|
|
$
|
13,623
|
|
4.
|
JOINT VENTURE INVESTMENT
|
Provisional amount of adjustments
|
|
Increase/(Decrease)
|
||
Timber and timberlands, net
|
|
$
|
10,348
|
|
Goodwill
|
|
10,496
|
|
|
Deferred tax liabilities
|
|
$
|
20,844
|
|
|
April 4, 2013
|
||
Accounts receivable, net
|
$
|
9,777
|
|
Inventory
|
2,465
|
|
|
Other current assets
|
6,767
|
|
|
Timber and timberlands, net
|
555,635
|
|
|
Other assets
|
11,415
|
|
|
Total identifiable assets acquired
|
586,059
|
|
|
Accounts payable
|
11,679
|
|
|
Current maturities of long-term debt
|
3,843
|
|
|
Accrued interest
|
2,038
|
|
|
Other current liabilities
|
3,624
|
|
|
Long-term debt (third party)
|
196,319
|
|
|
Long-term debt (shareholders) (a)
|
125,532
|
|
|
Other non-current liabilities
|
20,388
|
|
|
Total liabilities assumed
|
363,423
|
|
|
Net identifiable assets
|
222,636
|
|
|
Plus: Goodwill
|
10,496
|
|
|
Less: Fair value of equity method investment
|
(93,253
|
)
|
|
Purchase price
|
$
|
139,879
|
|
|
|
|
|
|
(a)
|
Long-term debt included
$125.5 million
of
shareholder loans payable to the noncontrolling interest by the New Zealand JV
. Subsequent to the acquisition date,
$96.0 million
of the noncontrolling interest’s shareholder loans were converted to
preferred equity
.
|
|
Revenue and earnings from
April 4, 2013 to December 31, 2013
|
||
Sales
|
$
|
145,719
|
|
Net Income
|
5,435
|
|
|
2013
|
|
2012
|
||||
Sales
|
$
|
1,742,348
|
|
|
$
|
1,683,776
|
|
Net Income
|
372,039
|
|
|
271,589
|
|
5.
|
SEGMENT AND GEOGRAPHICAL INFORMATION
|
|
Sales
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Forest Resources (a)
|
$
|
382
|
|
|
$
|
230
|
|
|
$
|
215
|
|
Real Estate (b)
|
149
|
|
|
57
|
|
|
71
|
|
|||
Performance Fibers
|
1,042
|
|
|
1,093
|
|
|
1,020
|
|
|||
Other Operations
|
138
|
|
|
105
|
|
|
122
|
|
|||
Intersegment Eliminations
|
(3
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|||
Total
|
$
|
1,708
|
|
|
$
|
1,483
|
|
|
$
|
1,421
|
|
|
|
|
|
|
(a)
|
2013 included
$146 million
in sales from the consolidation of the New Zealand JV. See
Note 4
—
Joint Venture Investment
.
|
(b)
|
2013 included a fourth quarter sale of approximately
128,000
acres of New York timberland holdings for
$57 million
.
|
|
Operating Income/(Loss)
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Forest Resources
|
$
|
81
|
|
|
$
|
46
|
|
|
$
|
47
|
|
Real Estate
|
56
|
|
|
32
|
|
|
47
|
|
|||
Performance Fibers
|
311
|
|
|
359
|
|
|
298
|
|
|||
Other Operations
|
2
|
|
|
—
|
|
|
1
|
|
|||
Corporate and other (a)
|
(27
|
)
|
|
(36
|
)
|
|
(36
|
)
|
|||
Total
|
$
|
423
|
|
|
$
|
401
|
|
|
$
|
357
|
|
|
|
|
|
|
(a)
|
2013 included a
$16 million
gain related to the consolidation of the New Zealand JV. See
Note 4
—
Joint Venture Investment
. 2011 included a
$7 million
increase in a disposition reserve.
|
|
Gross Capital Expenditures
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Forest Resources (a)
|
$
|
83
|
|
|
$
|
156
|
|
|
$
|
468
|
|
Performance Fibers (b)
|
242
|
|
|
309
|
|
|
140
|
|
|||
Wood Products (c)
|
—
|
|
|
2
|
|
|
3
|
|
|||
Corporate and other
|
—
|
|
|
1
|
|
|
2
|
|
|||
Total assets acquired
|
$
|
325
|
|
|
$
|
468
|
|
|
$
|
613
|
|
Less: Assumption of loan for timberlands acquisition
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||
Total capital expenditures
|
$
|
325
|
|
|
$
|
468
|
|
|
$
|
508
|
|
|
|
|
|
|
(a)
|
Includes strategic timberland acquisitions of
$107 million
and
$426 million
(including assumption of a
$105 million
loan) in 2012 and 2011, respectively.
|
(b)
|
Includes
$141 million
,
$201 million
, and
$43 million
of strategic capital expenditures related to the Jesup mill CSE in 2013, 2012 and 2011, respectively.
|
(c)
|
The Company sold its Wood Products segment during the first quarter of 2013. See
Note 3
—
Sale of Wood Products Business
for additional information.
|
|
Depreciation,
Depletion and Amortization
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Forest Resources (a)
|
$
|
99
|
|
|
$
|
75
|
|
|
$
|
63
|
|
Real Estate
|
17
|
|
|
8
|
|
|
12
|
|
|||
Performance Fibers
|
75
|
|
|
61
|
|
|
56
|
|
|||
Corporate and other
|
—
|
|
|
2
|
|
|
2
|
|
|||
Total
|
$
|
191
|
|
|
$
|
146
|
|
|
$
|
133
|
|
|
|
|
|
|
(a)
|
2013 included an increase of approximately
$27 million
in depletion expense related to the consolidation of the New Zealand JV. See
Note 4
—
Joint Venture Investment
.
|
|
Total Assets
|
||||||
|
2013
|
|
2012
|
||||
Forest Resources (a)
|
$
|
2,163
|
|
|
$
|
1,690
|
|
Real Estate
|
149
|
|
|
113
|
|
||
Performance Fibers
|
1,079
|
|
|
902
|
|
||
Wood Products (b)
|
—
|
|
|
18
|
|
||
Other Operations
|
37
|
|
|
23
|
|
||
Corporate and other
|
258
|
|
|
377
|
|
||
Total
|
$
|
3,686
|
|
|
$
|
3,123
|
|
|
|
|
|
|
(a)
|
2013 included an increase in total assets of approximately
$577 million
related to the consolidation of the New Zealand JV. See
Note 4
—
Joint Venture Investment
.
|
(b)
|
The Company sold its Wood Products segment during the first quarter of 2013. See
Note 3
—
Sale of Wood Products Business
for additional information.
|
|
Sales by Product Line
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Forest Resources (a)
|
$
|
382
|
|
|
$
|
230
|
|
|
$
|
215
|
|
Real Estate
|
|
|
|
|
|
||||||
Development
|
4
|
|
|
2
|
|
|
4
|
|
|||
Rural
|
37
|
|
|
39
|
|
|
33
|
|
|||
Non-Strategic Timberlands (b)
|
108
|
|
|
16
|
|
|
34
|
|
|||
Total Real Estate
|
149
|
|
|
57
|
|
|
71
|
|
|||
Performance Fibers
|
|
|
|
|
|
||||||
Cellulose specialties
|
930
|
|
|
935
|
|
|
824
|
|
|||
Viscose/other (c)
|
39
|
|
|
—
|
|
|
—
|
|
|||
Absorbent materials
|
73
|
|
|
158
|
|
|
196
|
|
|||
Total Performance Fibers
|
1,042
|
|
|
1,093
|
|
|
1,020
|
|
|||
Other
|
135
|
|
|
103
|
|
|
115
|
|
|||
Total Sales
|
$
|
1,708
|
|
|
$
|
1,483
|
|
|
$
|
1,421
|
|
|
|
|
|
|
(a)
|
2013 included
$146 million
in sales from the consolidation of the New Zealand JV. See
Note 4
—
Joint Venture Investment
.
|
(b)
|
2013 included a fourth quarter sale of approximately
128,000
acres of New York timberland holdings for
$57 million
.
|
(c)
|
Beginning in the third quarter of 2013, viscose and commodity grades are being produced as the Company begins its multi-year transition to producing only cellulose specialties.
|
|
Geographical Operating Information
|
||||||||||||||||||||||||||||||
|
Sales
|
|
Operating Income
|
|
Identifiable Assets
|
||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
||||||||||||||||
United States
|
$
|
1,428
|
|
|
$
|
1,379
|
|
|
$
|
1,310
|
|
|
$
|
394
|
|
|
$
|
399
|
|
|
$
|
351
|
|
|
$
|
3,077
|
|
|
$
|
3,022
|
|
New Zealand
|
280
|
|
|
104
|
|
|
111
|
|
|
29
|
|
|
2
|
|
|
6
|
|
|
609
|
|
|
101
|
|
||||||||
Total
|
$
|
1,708
|
|
|
$
|
1,483
|
|
|
$
|
1,421
|
|
|
$
|
423
|
|
|
$
|
401
|
|
|
$
|
357
|
|
|
$
|
3,686
|
|
|
$
|
3,123
|
|
|
Sales by Destination
|
||||||||||||||||
|
2013
|
|
%
|
|
2012
|
|
%
|
|
2011
|
|
%
|
||||||
United States
|
$
|
818
|
|
|
48
|
|
$
|
690
|
|
|
47
|
|
$
|
669
|
|
|
47
|
China
|
351
|
|
|
20
|
|
281
|
|
|
19
|
|
277
|
|
|
19
|
|||
Japan
|
150
|
|
|
9
|
|
170
|
|
|
11
|
|
159
|
|
|
11
|
|||
New Zealand
|
157
|
|
|
9
|
|
18
|
|
|
1
|
|
22
|
|
|
2
|
|||
Europe
|
79
|
|
|
5
|
|
182
|
|
|
12
|
|
173
|
|
|
12
|
|||
Other Asia
|
82
|
|
|
5
|
|
68
|
|
|
5
|
|
55
|
|
|
4
|
|||
Latin America
|
60
|
|
|
3
|
|
53
|
|
|
4
|
|
36
|
|
|
3
|
|||
Canada
|
1
|
|
|
—
|
|
4
|
|
|
—
|
|
9
|
|
|
1
|
|||
All other
|
10
|
|
|
1
|
|
17
|
|
|
1
|
|
21
|
|
|
1
|
|||
Total Sales
|
$
|
1,708
|
|
|
100
|
|
$
|
1,483
|
|
|
100
|
|
$
|
1,421
|
|
|
100
|
6.
|
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
|
|
Income Statement Location
|
|
2013
|
||
Derivatives designated as cash flow hedges:
|
|
|
|
||
Foreign currency exchange contracts
|
Other comprehensive income (loss)
|
|
$
|
950
|
|
|
Other operating (income) expense
|
|
652
|
|
|
Foreign currency option contracts
|
Other comprehensive income (loss)
|
|
460
|
|
|
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Foreign currency exchange contracts
|
Other operating (income) expense
|
|
(1,607
|
)
|
|
Foreign currency option contracts
|
Other operating (income) expense
|
|
1,147
|
|
|
Interest rate swaps
|
Interest and miscellaneous income (expense)
|
|
6,085
|
|
|
Fuel hedge contracts
|
Cost of sales (benefit)
|
|
(255
|
)
|
|
2013
|
||
|
Notional Amount (a)
|
||
Derivatives designated as cash flow hedges:
|
|
||
Foreign currency exchange contracts
|
$
|
32,300
|
|
Foreign currency option contracts
|
38,000
|
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
||
Foreign currency exchange contracts
|
$
|
1,950
|
|
Foreign currency option contracts
|
4,000
|
|
|
Interest rate swaps
|
183,851
|
|
|
Fuel hedge contracts
|
38
|
|
|
|
|
|
|
(a)
|
All notional amounts are stated in thousands of dollars except fuel hedge contracts which are denominated in thousands of barrels.
|
|
2013
|
||||
|
Location on Balance Sheet
|
|
Fair Value Assets (Liabilities) (a)
|
||
Derivatives designated as cash flow hedges:
|
|
|
|
||
Foreign currency exchange contracts
|
Prepaid and other current assets
|
|
$
|
915
|
|
Foreign currency option contracts
|
Other current liabilities
|
|
(214
|
)
|
|
|
Prepaid and other current assets
|
|
673
|
|
|
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Foreign currency exchange contracts
|
Prepaid and other current assets
|
|
25
|
|
|
Foreign currency option contracts
|
Prepaid and other current assets
|
|
8
|
|
|
Interest rate swaps
|
Other non-current liabilities
|
|
(4,659
|
)
|
|
Fuel hedge contracts
|
Prepaid and other current assets
|
|
160
|
|
|
|
|
|
|
||
Total derivative contracts:
|
|
|
|
||
Prepaid and other current assets
|
|
|
$
|
1,781
|
|
|
|
|
|
||
Other current liabilities
|
|
|
(214
|
)
|
|
Other non-current liabilities
|
|
|
(4,659
|
)
|
|
Total derivative liabilities
|
|
|
$
|
(4,873
|
)
|
|
|
|
|
|
(a)
|
See
Note 7
—
Fair Value Measurements
for further information on the fair value of our derivatives including their classification within the fair value hierarchy.
|
7.
|
FAIR VALUE MEASUREMENTS
|
|
2013
|
|
2012
|
||||||||||||||||||||
Asset (liability)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Level 1
|
|
Level 2
|
||||||||||||
Cash and cash equivalents
|
$
|
199,644
|
|
|
$
|
199,644
|
|
|
$
|
—
|
|
|
$
|
280,596
|
|
|
$
|
280,596
|
|
|
$
|
—
|
|
Restricted cash (a)
|
68,944
|
|
|
68,944
|
|
|
—
|
|
|
10,559
|
|
|
10,559
|
|
|
—
|
|
||||||
Current maturities of long-term debt
|
(112,500
|
)
|
|
—
|
|
|
(119,614
|
)
|
|
(150,000
|
)
|
|
—
|
|
|
(150,000
|
)
|
||||||
Long-term debt
|
(1,461,724
|
)
|
|
—
|
|
|
(1,489,810
|
)
|
|
(1,120,052
|
)
|
|
—
|
|
|
(1,250,341
|
)
|
||||||
Interest rate swaps (b)
|
(4,659
|
)
|
|
—
|
|
|
(4,659
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange contracts (b)
|
940
|
|
|
—
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency option contracts (b)
|
467
|
|
|
—
|
|
|
467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fuel hedge contracts (b)
|
160
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(a)
|
Restricted cash is recorded in “Other Assets” and represents the proceeds from LKE sales deposited with a third-party intermediary.
|
(b)
|
See
Note 6
—
Derivative Financial Instruments and Hedging Activities
for information regarding the Balance Sheet classification of the Company’s derivative financial instruments.
|
8.
|
TIMBERLAND ACQUISITIONS
|
9.
|
OTHER ASSETS
|
10.
|
INCOME TAXES
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(83,119
|
)
|
|
$
|
(76,381
|
)
|
|
$
|
(27,224
|
)
|
State
|
(4,315
|
)
|
|
(4,569
|
)
|
|
(624
|
)
|
|||
Foreign
|
(400
|
)
|
|
(288
|
)
|
|
(342
|
)
|
|||
|
(87,834
|
)
|
|
(81,238
|
)
|
|
(28,190
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
39,567
|
|
|
(2,598
|
)
|
|
(2,079
|
)
|
|||
State
|
18,320
|
|
|
(595
|
)
|
|
(1,066
|
)
|
|||
Foreign
|
(5,119
|
)
|
|
(55
|
)
|
|
(32
|
)
|
|||
|
52,768
|
|
|
(3,248
|
)
|
|
(3,177
|
)
|
|||
Changes in valuation allowance
|
(14,595
|
)
|
(a)
|
(257
|
)
|
|
679
|
|
|||
Total
|
$
|
(49,661
|
)
|
|
$
|
(84,743
|
)
|
|
$
|
(30,688
|
)
|
|
|
|
|
|
(a)
|
The increase in the valuation allowance during 2013 was primarily related to Georgia investment tax credits earned on the CSE project, the majority of which are fully reserved.
|
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
REIT income not subject to federal tax
|
|
(11.0
|
)
|
|
(7.3
|
)
|
|
(10.6
|
)
|
Manufacturing deduction
|
|
(2.5
|
)
|
|
(2.4
|
)
|
|
—
|
|
Other
|
|
2.0
|
|
|
1.0
|
|
|
(1.0
|
)
|
Effective tax rate before non-routine items
|
|
23.5
|
%
|
|
26.3
|
%
|
|
23.4
|
%
|
Installment note prepayment
|
|
(2.4
|
)
|
|
—
|
|
|
(3.6
|
)
|
Built-in gains tax holiday
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
AFMC for CBPC exchange
|
|
(4.9
|
)
|
|
(3.3
|
)
|
|
(1.9
|
)
|
Taxing authority settlements and unrecognized tax benefit adjustments
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
Gain related to consolidation of New Zealand joint venture
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
(1.7
|
)
|
|
0.8
|
|
|
(0.7
|
)
|
Income tax rate as reported
|
|
13.0
|
%
|
|
23.8
|
%
|
|
10.0
|
%
|
|
2013
|
|
2012
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Liabilities for dispositions and discontinued operations
|
$
|
28,050
|
|
|
$
|
29,944
|
|
Pension, postretirement and other employee benefits
|
43,058
|
|
|
66,354
|
|
||
Foreign and state NOL carryforwards
|
85,801
|
|
|
18,023
|
|
||
Tax credit carryforwards
|
52,682
|
|
|
4,429
|
|
||
Other
|
29,871
|
|
|
8,736
|
|
||
Total gross deferred tax assets
|
239,462
|
|
|
127,486
|
|
||
Less: Valuation allowance
|
(33,889
|
)
|
|
(19,294
|
)
|
||
Total deferred tax assets after valuation allowance
|
205,573
|
|
|
108,192
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation
|
(57,695
|
)
|
|
(61,414
|
)
|
||
Repatriation of foreign earnings
|
(9,065
|
)
|
|
(5,428
|
)
|
||
New Zealand forests, roads and carbon credits
|
(85,681
|
)
|
|
—
|
|
||
Other
|
(12,607
|
)
|
|
(4,461
|
)
|
||
Total gross deferred tax liabilities
|
(165,048
|
)
|
|
(71,303
|
)
|
||
Net deferred tax asset
|
$
|
40,525
|
|
|
$
|
36,889
|
|
Current portion of deferred tax asset
|
$
|
39,100
|
|
|
$
|
15,845
|
|
Noncurrent portion of deferred tax asset
|
10,720
|
|
|
26,792
|
|
||
Noncurrent portion of deferred tax liability
|
(9,295
|
)
|
|
(5,748
|
)
|
||
Net deferred tax asset
|
$
|
40,525
|
|
|
$
|
36,889
|
|
Item
|
Gross
Amount
|
|
Valuation
Allowance
|
|
Expiration
|
||||
RNZ NOL Carryforwards (a)
|
$
|
6,342
|
|
|
$
|
(1,776
|
)
|
|
None
|
State NOL Carryforwards (a)
|
243,087
|
|
|
(7,525
|
)
|
|
2014 - 2019
|
||
New Zealand JV NOL Carryforwards
|
273,212
|
|
|
—
|
|
|
None
|
||
State Tax Credits
|
26,000
|
|
|
(24,588
|
)
|
|
2014 - 2023
|
||
Cellulosic Biofuel Producer Credit
|
26,682
|
|
|
—
|
|
|
2016
|
||
Total Valuation Allowance
|
|
|
$
|
(33,889
|
)
|
|
|
|
|
|
|
|
(a)
|
Fully reserved at
December 31, 2013
.
|
|
2013
|
|
2012
|
|
2011
|
|
||||||
Balance at January 1,
|
$
|
6,580
|
|
|
$
|
6,580
|
|
|
$
|
22,580
|
|
|
Decreases related to prior year tax positions
|
(800
|
)
|
|
—
|
|
|
(16,000
|
)
|
(a)
|
|||
Increases related to prior year tax positions
|
4,767
|
|
|
—
|
|
|
—
|
|
|
|||
Balance at December 31,
|
$
|
10,547
|
|
|
$
|
6,580
|
|
|
$
|
6,580
|
|
|
|
|
|
|
|
(a)
|
During 2011, the Company received a final examination report from the IRS regarding its TRS 2009 tax return. As a result, Rayonier reversed the uncertain tax liability recorded in 2009 relating to the taxability of the AFMC and recognized a
$16 million
tax benefit in the third quarter of 2011.
|
Taxing Jurisdiction
|
Open Tax Years
|
U.S. Internal Revenue Service
|
2008 – 2013
|
State of Alabama
|
2009 – 2013
|
State of Florida
|
2005 – 2006, 2008 – 2013
|
State of Georgia
|
2009 – 2013
|
New Zealand Inland Revenue
|
2009 – 2013
|
11.
|
EARNINGS PER COMMON SHARE
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income from continuing operations
|
$
|
331,765
|
|
|
$
|
271,442
|
|
|
$
|
276,674
|
|
Less: Income from continuing operations attributable to noncontrolling interest
|
1,902
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations attributable to Rayonier Inc.
|
$
|
329,863
|
|
|
$
|
271,442
|
|
|
$
|
276,674
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations attributable to Rayonier Inc.
|
$
|
42,033
|
|
|
$
|
7,243
|
|
|
$
|
(669
|
)
|
|
|
|
|
|
|
||||||
Net income attributable to Rayonier Inc.
|
$
|
371,896
|
|
|
$
|
278,685
|
|
|
$
|
276,005
|
|
|
|
|
|
|
|
||||||
Shares used for determining basic earnings per common share
|
125,717,311
|
|
|
122,711,802
|
|
|
121,662,985
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Stock options
|
463,949
|
|
|
634,218
|
|
|
702,693
|
|
|||
Performance and restricted shares
|
158,319
|
|
|
757,308
|
|
|
982,951
|
|
|||
Assumed conversion of Senior Exchangeable Notes (a)
|
1,965,177
|
|
|
2,888,650
|
|
|
1,895,762
|
|
|||
Assumed conversion of warrants (a)
|
1,800,345
|
|
|
1,710,445
|
|
|
149,900
|
|
|||
Shares used for determining diluted earnings per common share
|
130,105,101
|
|
|
128,702,423
|
|
|
125,394,291
|
|
|||
Basic earnings per common share attributable to Rayonier Inc.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.63
|
|
|
$
|
2.21
|
|
|
$
|
2.28
|
|
Discontinued operations
|
0.33
|
|
|
0.06
|
|
|
(0.01
|
)
|
|||
Net income
|
$
|
2.96
|
|
|
$
|
2.27
|
|
|
$
|
2.27
|
|
Diluted earnings per common share attributable to Rayonier Inc.:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.54
|
|
|
$
|
2.11
|
|
|
$
|
2.21
|
|
Discontinued operations
|
0.32
|
|
|
0.06
|
|
|
(0.01
|
)
|
|||
Net income
|
$
|
2.86
|
|
|
$
|
2.17
|
|
|
$
|
2.20
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Anti-dilutive shares excluded from the computations of diluted earnings per share:
|
|
|
|
|
|
|||
Stock options, performance and restricted shares
|
337,145
|
|
|
224,918
|
|
|
161,786
|
|
Assumed conversion of exchangeable note hedges (a)
|
1,965,177
|
|
|
2,888,650
|
|
|
1,895,762
|
|
Total
|
2,302,322
|
|
|
3,113,568
|
|
|
2,057,548
|
|
|
|
|
|
|
12.
|
INVENTORY
|
|
2013
|
|
2012
|
||||
Finished goods (a)
|
$
|
115,270
|
|
|
$
|
103,568
|
|
Work in progress
|
3,555
|
|
|
4,446
|
|
||
Raw materials
|
17,661
|
|
|
17,602
|
|
||
Manufacturing and maintenance supplies
|
2,332
|
|
|
2,350
|
|
||
Total inventory
|
$
|
138,818
|
|
|
$
|
127,966
|
|
|
|
|
|
|
(a)
|
Includes
$6.3 million
and
$4.9 million
of HBU real estate held for sale at
December 31, 2013
and
2012
, respectively.
|
13.
|
DEBT
|
|
2013
|
|
2012
|
||||
Senior Notes due 2022 at a fixed interest rate of 3.75%
|
$
|
325,000
|
|
|
$
|
325,000
|
|
Senior Exchangeable Notes due 2015 at a fixed interest rate of 4.50% (a)
|
127,749
|
|
|
165,821
|
|
||
Installment note due 2014 at a fixed interest rate of 8.64%
|
112,500
|
|
|
112,500
|
|
||
Mortgage notes due 2017 at fixed interest rates of 4.35% (b)
|
65,165
|
|
|
76,731
|
|
||
Solid waste bond due 2020 at a variable interest rate of 1.5% at December 31, 2013
|
15,000
|
|
|
15,000
|
|
||
Revolving Credit Facility borrowings due 2016 at a variable interest rate of 1.14% at December 31, 2013
|
205,000
|
|
|
275,000
|
|
||
Term Credit Agreement borrowings due 2019 at a variable interest rate of 1.67% at December 31, 2013
|
500,000
|
|
|
300,000
|
|
||
New Zealand JV Revolving Credit Facility due 2016 at a variable interest rate of 4.39% at December 31, 2013
|
193,311
|
|
|
—
|
|
||
New Zealand JV Noncontrolling interest shareholder loan at 0% interest rate
|
30,499
|
|
|
—
|
|
||
Total debt
|
1,574,224
|
|
|
1,270,052
|
|
||
Less: Current maturities of long-term debt
|
(112,500
|
)
|
|
(150,000
|
)
|
||
Long-term debt
|
$
|
1,461,724
|
|
|
$
|
1,120,052
|
|
2014
|
$
|
112,500
|
|
2015 (a)
|
130,973
|
|
|
2016
|
398,311
|
|
|
2017 (b)
|
63,000
|
|
|
2018
|
—
|
|
|
Thereafter
|
870,499
|
|
|
Total Debt
|
$
|
1,575,283
|
|
|
|
|
|
|
(a)
|
Our Senior Exchangeable Notes maturing in 2015 were discounted by
$3.2 million
and
$6.7 million
as of
December 31, 2013
and
2012
, respectively, but upon maturity the liability will be
$131 million
.
|
(b)
|
The mortgage notes due in 2017 were recorded at a premium of
$2.2 million
and
$3.2 million
as of
December 31, 2013
and
2012
, respectively. Upon maturity the liability will be
$63 million
.
|
|
2013
|
|
2012
|
||||
Liabilities:
|
|
|
|
||||
Principal amount of debt
|
|
|
|
||||
4.50% Senior Exchangeable Notes
|
$
|
130,973
|
|
|
$
|
172,500
|
|
Unamortized discount
|
|
|
|
||||
4.50% Senior Exchangeable Notes
|
(3,224
|
)
|
|
(6,679
|
)
|
||
Net carrying amount of debt
|
$
|
127,749
|
|
|
$
|
165,821
|
|
Equity:
|
|
|
|
||||
Common stock
|
$
|
8,850
|
|
|
$
|
8,850
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Contractual interest coupon
|
|
|
|
|
|
||||||
4.50% Senior Exchangeable Notes
|
$
|
7,271
|
|
|
$
|
7,763
|
|
|
$
|
7,763
|
|
3.75% Senior Exchangeable Notes
|
—
|
|
|
8,682
|
|
|
11,250
|
|
|||
Amortization of debt discount
|
|
|
|
|
|
||||||
4.50% Senior Exchangeable Notes
|
2,281
|
|
|
2,296
|
|
|
2,167
|
|
|||
3.75% Senior Exchangeable Notes
|
—
|
|
|
5,378
|
|
|
6,487
|
|
|||
Total interest expense recognized
|
$
|
9,552
|
|
|
$
|
24,119
|
|
|
$
|
27,667
|
|
|
Covenant
Requirement
|
|
Actual ratio
|
|
Favorable
|
Covenant EBITDA to consolidated interest expense should not be less than
|
2.50 to 1
|
|
13.31 to 1
|
|
10.81
|
Consolidated funded debt should not exceed 65 percent of consolidated net worth plus the amount of consolidated funded debt
|
65%
|
|
47.5%
|
|
17.5%
|
Subsidiary debt should not exceed 15 percent of Consolidated Net Tangible Assets
|
15%
|
|
6%
|
|
9%
|
RFR cash flow available for fixed charges to RFR fixed charges should not be less than
|
2.50 to 1
|
|
27.44 to 1
|
|
24.94
|
New Zealand JV's minimum interest coverage ratio should not be less than
|
1.25 to 1
|
|
2.08 to 1
|
|
0.83
|
New Zealand JV's leverage ratio of bank debt versus the forest and land valuation should not exceed
|
40%
|
|
31.7%
|
|
8.3%
|
14.
|
SHAREHOLDERS’ EQUITY
|
|
Common Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Non-controlling Interest
|
|
Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2010
|
121,023,140
|
|
|
$
|
602,882
|
|
|
$
|
717,058
|
|
|
$
|
(68,358
|
)
|
|
$
|
—
|
|
|
$
|
1,251,582
|
|
Net income
|
—
|
|
|
—
|
|
|
276,005
|
|
|
—
|
|
|
—
|
|
|
276,005
|
|
|||||
Dividends ($1.52 per share)
|
—
|
|
|
—
|
|
|
(186,828
|
)
|
|
—
|
|
|
—
|
|
|
(186,828
|
)
|
|||||
Issuance of shares under incentive stock plans
|
1,220,731
|
|
|
13,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,451
|
|
|||||
Stock-based compensation
|
—
|
|
|
16,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,181
|
|
|||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
5,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,681
|
|
|||||
Repurchase of common shares
|
(208,694
|
)
|
|
(7,909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,909
|
)
|
|||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,263
|
)
|
|
—
|
|
|
(46,263
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
3,546
|
|
|
—
|
|
|
3,546
|
|
|||||
Joint venture cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,373
|
)
|
|
—
|
|
|
(2,373
|
)
|
|||||
Balance, December 31, 2011
|
122,035,177
|
|
|
$
|
630,286
|
|
|
$
|
806,235
|
|
|
$
|
(113,448
|
)
|
|
$
|
—
|
|
|
$
|
1,323,073
|
|
Net income
|
—
|
|
|
—
|
|
|
278,685
|
|
|
—
|
|
|
—
|
|
|
278,685
|
|
|||||
Dividends ($1.68 per share)
|
—
|
|
|
—
|
|
|
(208,286
|
)
|
|
—
|
|
|
—
|
|
|
(208,286
|
)
|
|||||
Issuance of shares under incentive stock plans
|
1,467,024
|
|
|
25,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,495
|
|
|||||
Stock-based compensation
|
—
|
|
|
15,116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,116
|
|
|||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
7,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,635
|
|
|||||
Repurchase of common shares
|
(169,757
|
)
|
|
(7,783
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,783
|
)
|
|||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(496
|
)
|
|
—
|
|
|
(496
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
4,352
|
|
|
—
|
|
|
4,352
|
|
|||||
Joint venture cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
213
|
|
|||||
Balance, December 31, 2012
|
123,332,444
|
|
|
$
|
670,749
|
|
|
$
|
876,634
|
|
|
$
|
(109,379
|
)
|
|
$
|
—
|
|
|
$
|
1,438,004
|
|
Net income
|
—
|
|
|
—
|
|
|
371,896
|
|
|
—
|
|
|
1,902
|
|
|
373,798
|
|
|||||
Dividends ($1.86 per share)
|
—
|
|
|
—
|
|
|
(233,321
|
)
|
|
—
|
|
|
—
|
|
|
(233,321
|
)
|
|||||
Issuance of shares under incentive stock plans
|
1,001,426
|
|
|
10,101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,101
|
|
|||||
Stock-based compensation
|
—
|
|
|
11,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,710
|
|
|||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
8,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,413
|
|
|||||
Repurchase of common shares
|
(211,221
|
)
|
|
(11,326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,326
|
)
|
|||||
Equity portion of convertible debt (Note 13)
|
—
|
|
|
2,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,453
|
|
|||||
Settlement of warrants (Note 13)
|
2,135,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
61,869
|
|
|
—
|
|
|
61,869
|
|
|||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,336
|
|
|
96,336
|
|
|||||
Noncontrolling interest redemption of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
(713
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,915
|
)
|
|
(3,795
|
)
|
|
(5,710
|
)
|
|||||
Joint venture cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
3,286
|
|
|
343
|
|
|
3,629
|
|
|||||
Balance, December 31, 2013
|
126,257,870
|
|
|
$
|
692,100
|
|
|
$
|
1,015,209
|
|
|
$
|
(46,139
|
)
|
|
$
|
94,073
|
|
|
$
|
1,755,243
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Capital gain
|
$
|
0.72
|
|
|
$
|
1.68
|
|
|
$
|
1.52
|
|
Qualified
|
1.14
|
|
|
—
|
|
|
—
|
|
|||
Non-taxable return of capital
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total cash dividend per common share
|
$
|
1.86
|
|
|
$
|
1.68
|
|
|
$
|
1.52
|
|
15.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
|
|
Foreign currency translation gains (a)
|
|
New Zealand joint venture cash flow hedges (b)
|
|
Unrecognized components of employee benefit plans
|
|
Total
|
||||||||
Balance as of December 31, 2012
|
$
|
38,829
|
|
|
$
|
(3,628
|
)
|
|
$
|
(144,580
|
)
|
|
$
|
(109,379
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(1,915
|
)
|
|
798
|
|
|
45,931
|
|
(c)
|
44,814
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2,488
|
|
|
15,938
|
|
(d)
|
18,426
|
|
||||
Net other comprehensive income/(loss)
|
(1,915
|
)
|
|
3,286
|
|
|
61,869
|
|
|
63,240
|
|
||||
Balance as of December 31, 2013
|
$
|
36,914
|
|
|
$
|
(342
|
)
|
|
$
|
(82,711
|
)
|
|
$
|
(46,139
|
)
|
|
|
|
|
(a)
|
During the year ended
December 31, 2013
the decrease in net foreign currency translation gains was due to the strengthening of the U.S. dollar against the New Zealand dollar.
|
(b)
|
Prior to the acquisition of a majority interest in the New Zealand JV, Rayonier recorded its proportionate share of its cash flow hedges as increases or decreases to “Investment in Joint Venture” with corresponding adjustments to “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets. The New Zealand JV’s cash flow hedges have been consolidated as a result of the acquisition, as discussed in
Note 6
—
Derivative Financial Instruments and Hedging Activities
.
|
(c)
|
The decrease in the unrecognized component of employee benefit plans was due to an actuarial gain resulting from an increase in the discount rate from
3.7 percent
as of December 31, 2012 to
4.6 percent
as of December 31, 2013, and higher than expected returns on plan assets in 2013.
|
(d)
|
This accumulated other comprehensive income component is included in the computation of net periodic pension cost. See
Note 22
—
Employee Benefit Plans
for additional information.
|
Details about accumulated other comprehensive income components
|
|
Amount reclassified from accumulated other comprehensive income
|
|
Affected line item in the income statement
|
|||
Loss from New Zealand joint venture cash flow hedges
|
|
$
|
2,159
|
|
|
|
Gain related to consolidation of New Zealand joint venture
|
Realized loss on foreign exchange contracts
|
|
843
|
|
|
|
Other operating (income) expense, net
|
|
Noncontrolling interest benefit
|
|
(295
|
)
|
|
|
Comprehensive (loss) attributable to noncontrolling interest
|
|
Income tax benefit
|
|
(219
|
)
|
|
|
Income tax expense
|
|
Net loss reclassified from accumulated other comprehensive income
|
|
$
|
2,488
|
|
|
|
|
16.
|
OTHER OPERATING INCOME, NET
|
|
2013
|
|
2012
|
|
2011
|
||||||
Lease income, primarily for hunting
|
$
|
19,479
|
|
|
$
|
15,937
|
|
|
$
|
13,071
|
|
Other non-timber income
|
2,714
|
|
|
3,346
|
|
|
2,145
|
|
|||
Foreign currency gains
|
901
|
|
|
—
|
|
|
—
|
|
|||
Insurance recoveries
|
—
|
|
|
2,298
|
|
|
1,890
|
|
|||
Loss on sale or disposal of property plant & equipment (a)
|
(2,103
|
)
|
|
(2,342
|
)
|
|
(7,415
|
)
|
|||
Loss on foreign currency contracts, net
|
(192
|
)
|
|
—
|
|
|
—
|
|
|||
Environmental and disposition reserve adjustments (b)
|
—
|
|
|
(797
|
)
|
|
(5,989
|
)
|
|||
Legal and corporate development costs (c)
|
(8,275
|
)
|
|
(1,073
|
)
|
|
—
|
|
|||
Miscellaneous (expense) income, net
|
(3,037
|
)
|
|
(3,200
|
)
|
|
92
|
|
|||
Total
|
$
|
9,487
|
|
|
$
|
14,169
|
|
|
$
|
3,794
|
|
|
|
|
|
|
(a)
|
2011 included a
$5.5 million
write-off related to process equipment changes needed for the CSE project
.
|
(b)
|
2011 included a
$6.5 million
increase in a disposition reserve for a closed mill site. For additional information, see
Note 17
—
Liabilities for Dispositions and Discontinued Operations
.
|
(c)
|
2013 included additional expenses primarily related to planning the separation of our Performance Fibers business from our Forest Resources and Real Estate businesses.
|
17.
|
LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, January 1
|
$
|
81,695
|
|
|
$
|
90,824
|
|
|
$
|
93,160
|
|
Expenditures charged to liabilities
|
(8,570
|
)
|
|
(9,926
|
)
|
|
(9,209
|
)
|
|||
Increase to liabilities
|
3,253
|
|
|
797
|
|
|
6,873
|
|
|||
Balance, December 31
|
76,378
|
|
|
81,695
|
|
|
90,824
|
|
|||
Less: Current portion
|
(6,835
|
)
|
|
(8,105
|
)
|
|
(9,931
|
)
|
|||
Non-current portion
|
$
|
69,543
|
|
|
$
|
73,590
|
|
|
$
|
80,893
|
|
|
|
Activity (in millions) as of December 31,
|
||||||||||||||||||||||||||
|
|
2011
|
|
|
|
(Reduction) Increase to Liabilities
|
|
2012
|
|
|
|
Increase (Reduction) to Liabilities
|
|
2013
|
||||||||||||||
Sites
|
|
Liability
|
|
Expenditures
|
|
|
Liability
|
|
Expenditures
|
|
|
Liability
|
||||||||||||||||
Augusta, Georgia
|
|
$
|
13.9
|
|
|
$
|
(0.8
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
12.1
|
|
|
$
|
(1.0
|
)
|
|
$
|
0.8
|
|
|
$
|
11.9
|
|
Spartanburg, South Carolina
|
|
14.7
|
|
|
(0.9
|
)
|
|
0.2
|
|
|
14.0
|
|
|
(1.4
|
)
|
|
(0.8
|
)
|
|
11.8
|
|
|||||||
East Point, Georgia
|
|
11.0
|
|
|
(1.0
|
)
|
|
0.9
|
|
|
10.9
|
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
9.9
|
|
|||||||
Baldwin, Florida
|
|
9.7
|
|
|
(0.9
|
)
|
|
0.3
|
|
|
9.1
|
|
|
(1.1
|
)
|
|
2.7
|
|
|
10.7
|
|
|||||||
Other SWP sites
|
|
26.3
|
|
|
(3.6
|
)
|
|
(1.8
|
)
|
|
20.9
|
|
|
(2.1
|
)
|
|
(0.2
|
)
|
|
18.6
|
|
|||||||
Total SWP
|
|
75.6
|
|
|
(7.2
|
)
|
|
(1.4
|
)
|
|
67.0
|
|
|
(6.4
|
)
|
|
2.3
|
|
|
62.9
|
|
|||||||
Port Angeles, Washington
|
|
9.3
|
|
|
(1.7
|
)
|
|
1.9
|
|
|
9.5
|
|
|
(1.5
|
)
|
|
1.4
|
|
|
9.4
|
|
|||||||
All other sites
|
|
5.9
|
|
|
(1.0
|
)
|
|
0.3
|
|
|
5.2
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
4.1
|
|
|||||||
TOTAL
|
|
$
|
90.8
|
|
|
$
|
(9.9
|
)
|
|
$
|
0.8
|
|
|
$
|
81.7
|
|
|
$
|
(8.6
|
)
|
|
$
|
3.3
|
|
|
$
|
76.4
|
|
18.
|
CONTINGENCIES
|
19.
|
GUARANTEES
|
Financial Commitments
|
Maximum Potential
Payment
|
|
Carrying Amount
of Liability
|
||||
Standby letters of credit (a)
|
$
|
17,355
|
|
|
$
|
15,000
|
|
Guarantees (b)
|
2,254
|
|
|
43
|
|
||
Surety bonds (c)
|
5,498
|
|
|
1,143
|
|
||
Total financial commitments
|
$
|
25,107
|
|
|
$
|
16,186
|
|
|
|
|
|
|
(a)
|
Approximately
$15 million
of the standby letters of credit serve as credit support for industrial revenue bonds. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation and pollution liability policy requirements. These letters of credit will expire at
various dates during 2014
and will be renewed as required.
|
(b)
|
In conjunction with a timberland sale and note monetization in the first quarter of 2004, the Company issued a make-whole agreement pursuant to which it guaranteed
$2.3 million
of obligations of a special-purpose entity that was established to complete the monetization. At
December 31, 2013
, the Company has recorded a
de minimus liability
to reflect the fair market value of its obligation to perform under the make-whole agreement.
|
(c)
|
Rayonier issues surety bonds primarily to secure timber harvesting obligations in the State of Washington and to provide collateral for the Company’s workers’ compensation self-insurance program in that state. These surety bonds expire at
various dates between 2014 and 2015
and are expected to be renewed as required.
|
20.
|
COMMITMENTS
|
|
Operating
Leases (a)
|
|
Timberland
Leases (b)
|
|
Purchase Obligations (c)
|
|
Total
|
||||||||
2014
|
$
|
3,288
|
|
|
$
|
10,164
|
|
|
$
|
16,034
|
|
|
$
|
29,486
|
|
2015
|
2,347
|
|
|
9,819
|
|
|
12,349
|
|
|
24,515
|
|
||||
2016
|
3,002
|
|
|
9,598
|
|
|
12,716
|
|
|
25,316
|
|
||||
2017
|
3,121
|
|
|
9,180
|
|
|
12,183
|
|
|
24,484
|
|
||||
2018
|
2,776
|
|
|
7,798
|
|
|
4,219
|
|
|
14,793
|
|
||||
Thereafter
|
16,525
|
|
|
142,264
|
|
|
5,047
|
|
|
163,836
|
|
||||
|
$
|
31,059
|
|
|
$
|
188,823
|
|
|
$
|
62,548
|
|
|
$
|
282,430
|
|
|
|
|
|
|
(a)
|
Includes leases on buildings, machinery and equipment under various operating leases and a Jesup mill natural gas transportation lease.
|
(b)
|
The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.
|
(c)
|
Pursuant to the Wood Products purchase and sale agreement, Rayonier contracted with Interfor to purchase wood chips produced at the lumber mills for use at Rayonier’s Jesup mill through 2018. Purchase obligations include obligations under this agreement as well as payments expected to be made on derivative financial instruments held in New Zealand and various environmental monitoring and maintenance service agreements.
|
21.
|
INCENTIVE STOCK PLANS
|
|
2013
|
|
2012
|
|
2011
|
||||||
Restricted shares granted
|
33,607
|
|
|
18,742
|
|
|
20,535
|
|
|||
Weighted average price of restricted shares granted
|
$
|
57.54
|
|
|
$
|
42.40
|
|
|
$
|
43.55
|
|
(Amounts in millions)
|
|
|
|
|
|
||||||
Intrinsic value of restricted stock outstanding (a)
|
$
|
1.7
|
|
|
$
|
2.1
|
|
|
$
|
3.4
|
|
Fair value of restricted stock vested
|
$
|
1.3
|
|
|
$
|
1.8
|
|
|
$
|
2.6
|
|
Cash used to pay the minimum withholding tax requirements in lieu of receiving common shares
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
|
|
|
|
(a)
|
Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at
December 31, 2013
.
|
|
2013
|
|||||
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-vested Restricted Shares at January 1,
|
40,572
|
|
|
$
|
37.36
|
|
Granted
|
33,607
|
|
|
$
|
57.54
|
|
Vested
|
(34,947
|
)
|
|
$
|
36.23
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Non-vested Restricted Shares at December 31,
|
39,232
|
|
|
$
|
55.66
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Common shares of Company stock reserved for performance shares
|
276,240
|
|
|
337,360
|
|
|
470,820
|
|
|||
Weighted average fair value of performance share units granted
|
$
|
59.16
|
|
|
$
|
56.36
|
|
|
$
|
51.57
|
|
(Amounts in millions)
|
|
|
|
|
|
||||||
Intrinsic value of outstanding performance share units (a)
|
$
|
22.1
|
|
|
$
|
36.3
|
|
|
$
|
46.0
|
|
Fair value of performance shares vested
|
$
|
7.0
|
|
|
$
|
22.2
|
|
|
$
|
9.9
|
|
Cash used to pay the minimum withholding tax requirements in lieu of receiving common shares
|
$
|
11.0
|
|
|
$
|
7.2
|
|
|
$
|
7.1
|
|
|
|
|
|
|
(a)
|
Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at
December 31, 2013
.
|
|
2013
|
|||||
|
Number
of Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Outstanding Performance Share units at January 1,
|
700,825
|
|
|
$
|
47.23
|
|
Granted
|
138,120
|
|
|
59.16
|
|
|
Units Distributed
|
(294,515
|
)
|
|
39.25
|
|
|
Cancelled/Adjustments
|
(19,684
|
)
|
|
54.83
|
|
|
Outstanding Performance Share units at December 31,
|
524,746
|
|
|
$
|
54.57
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected volatility
|
23.2
|
%
|
|
36.9
|
%
|
|
51.3
|
%
|
Risk-free rate
|
0.4
|
%
|
|
0.4
|
%
|
|
1.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Expected volatility
|
39.0
|
%
|
|
39.3
|
%
|
|
38.2
|
%
|
|||
Dividend yield
|
3.4
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
|||
Risk-free rate
|
1.0
|
%
|
|
1.3
|
%
|
|
2.6
|
%
|
|||
Expected life (in years)
|
6.3
|
|
|
6.4
|
|
|
6.5
|
|
|||
Fair value per share of options granted
|
$14.01
|
|
$11.85
|
|
$9.99
|
||||||
Fair value of options granted (in millions)
|
$
|
2.7
|
|
|
$
|
2.8
|
|
|
$
|
3.0
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
(Amounts in millions)
|
|
|
|
|
|
||||||
Intrinsic value of options exercised (a)
|
$
|
12.3
|
|
|
$
|
20.5
|
|
|
$
|
10.4
|
|
Fair value of options vested
|
$
|
2.6
|
|
|
$
|
3.3
|
|
|
$
|
2.5
|
|
|
|
|
|
|
(a)
|
Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.
|
22.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
454,470
|
|
|
$
|
413,147
|
|
|
$
|
27,582
|
|
|
$
|
24,833
|
|
Service cost
|
8,452
|
|
|
8,407
|
|
|
1,056
|
|
|
918
|
|
||||
Interest cost
|
16,682
|
|
|
17,284
|
|
|
937
|
|
|
956
|
|
||||
Settlement loss
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(44,786
|
)
|
|
32,666
|
|
|
(3,206
|
)
|
|
2,021
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
(3,372
|
)
|
|
—
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
980
|
|
|
1,136
|
|
||||
Benefits paid
|
(21,317
|
)
|
|
(17,034
|
)
|
|
(1,978
|
)
|
|
(2,282
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
413,638
|
|
|
$
|
454,470
|
|
|
$
|
21,999
|
|
|
$
|
27,582
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
320,699
|
|
|
$
|
295,655
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
42,285
|
|
|
41,729
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
1,699
|
|
|
1,565
|
|
|
998
|
|
|
1,146
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
980
|
|
|
1,136
|
|
||||
Benefits paid
|
(21,317
|
)
|
|
(17,034
|
)
|
|
(1,978
|
)
|
|
(2,282
|
)
|
||||
Other expense
|
(1,461
|
)
|
|
(1,216
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
341,905
|
|
|
$
|
320,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status at End of Year:
|
|
|
|
|
|
|
|
||||||||
Net accrued benefit cost
|
$
|
(71,733
|
)
|
|
$
|
(133,771
|
)
|
|
$
|
(21,999
|
)
|
|
$
|
(27,582
|
)
|
Amounts Recognized in the Consolidated
|
|
|
|
|
|
|
|
||||||||
Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
3,583
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(1,776
|
)
|
|
(1,702
|
)
|
|
(1,071
|
)
|
|
(1,256
|
)
|
||||
Noncurrent liabilities
|
(73,540
|
)
|
|
(132,069
|
)
|
|
(20,928
|
)
|
|
(26,326
|
)
|
||||
Net amount recognized
|
$
|
(71,733
|
)
|
|
$
|
(133,771
|
)
|
|
$
|
(21,999
|
)
|
|
$
|
(27,582
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Net gains (losses)
|
$
|
60,171
|
|
|
$
|
(17,630
|
)
|
|
$
|
(75,995
|
)
|
|
$
|
3,206
|
|
|
$
|
(2,021
|
)
|
|
$
|
(3,934
|
)
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
631
|
|
||||||
Negative plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
3,372
|
|
|
—
|
|
|
—
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Amortization of losses
|
$
|
20,914
|
|
|
$
|
17,578
|
|
|
$
|
10,372
|
|
|
$
|
675
|
|
|
$
|
582
|
|
|
$
|
570
|
|
Amortization of prior service cost
|
1,356
|
|
|
1,308
|
|
|
1,359
|
|
|
66
|
|
|
80
|
|
|
69
|
|
||||||
Amortization of negative plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
(55
|
)
|
|
—
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Prior service cost
|
$
|
(5,707
|
)
|
|
$
|
(7,062
|
)
|
|
$
|
(49
|
)
|
|
$
|
(328
|
)
|
Net losses
|
(110,728
|
)
|
|
(191,813
|
)
|
|
(8,057
|
)
|
|
(11,939
|
)
|
||||
Negative plan amendment
|
—
|
|
|
—
|
|
|
3,574
|
|
|
521
|
|
||||
Deferred income tax benefit
|
36,685
|
|
|
61,968
|
|
|
1,571
|
|
|
4,073
|
|
||||
AOCI
|
$
|
(79,750
|
)
|
|
$
|
(136,907
|
)
|
|
$
|
(2,961
|
)
|
|
$
|
(7,673
|
)
|
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
$
|
388,163
|
|
|
$
|
482,052
|
|
Accumulated benefit obligation
|
350,605
|
|
|
434,810
|
|
||
Fair value of plan assets
|
290,848
|
|
|
320,699
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
8,452
|
|
|
$
|
8,407
|
|
|
$
|
6,782
|
|
|
$
|
1,056
|
|
|
$
|
918
|
|
|
$
|
673
|
|
Interest cost
|
16,682
|
|
|
17,284
|
|
|
18,087
|
|
|
937
|
|
|
956
|
|
|
972
|
|
||||||
Expected return on plan assets
|
(25,302
|
)
|
|
(25,477
|
)
|
|
(25,819
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
1,296
|
|
|
1,308
|
|
|
1,359
|
|
|
66
|
|
|
80
|
|
|
69
|
|
||||||
Amortization of losses
|
20,097
|
|
|
17,578
|
|
|
10,372
|
|
|
675
|
|
|
582
|
|
|
570
|
|
||||||
Amortization of negative plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
(55
|
)
|
|
—
|
|
||||||
Curtailment expense
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement expense
|
817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
22,102
|
|
|
$
|
19,100
|
|
|
$
|
10,781
|
|
|
$
|
2,629
|
|
|
$
|
2,481
|
|
|
$
|
2,284
|
|
|
Pension
|
|
Postretirement
|
||||
Amortization of loss
|
$
|
10,448
|
|
|
$
|
640
|
|
Amortization of prior service cost
|
1,167
|
|
|
17
|
|
||
Amortization of negative plan amendment
|
—
|
|
|
(282
|
)
|
||
Total amortization of AOCI loss
|
$
|
11,615
|
|
|
$
|
375
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.60
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.60
|
%
|
|
3.60
|
%
|
|
4.10
|
%
|
Rate of compensation increase
|
4.60
|
%
|
|
4.60
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Assumptions used to determine net periodic benefit cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.70
|
%
|
|
4.20
|
%
|
|
5.25
|
%
|
|
3.60
|
%
|
|
4.10
|
%
|
|
5.10
|
%
|
Expected long-term return on plan assets
|
8.50
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
4.60
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Postretirement
|
||||
|
2013
|
|
2012
|
||
Health care cost trend rate assumed for next year
|
7.00
|
%
|
|
7.50
|
%
|
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2017
|
|
|
2017
|
|
|
1 Percent
|
||||||
Effect on:
|
Increase
|
|
Decrease
|
||||
Total of service and interest cost components
|
$
|
253
|
|
|
$
|
(208
|
)
|
Accumulated postretirement benefit obligation
|
1,389
|
|
|
(1,183
|
)
|
|
Percentage of Plan Assets
|
|
Target
Allocation
Range
|
||||
Asset Category
|
2013
|
|
2012
|
|
|||
Domestic equity securities
|
42
|
%
|
|
41
|
%
|
|
40-45%
|
International equity securities
|
26
|
%
|
|
25
|
%
|
|
20-30%
|
Domestic fixed income securities
|
25
|
%
|
|
26
|
%
|
|
25-30%
|
International fixed income securities
|
4
|
%
|
|
5
|
%
|
|
4-6%
|
Real estate fund
|
3
|
%
|
|
3
|
%
|
|
2-4%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value at December 31, 2013
|
|
Fair Value at December 31, 2012
|
||||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Domestic equity securities
|
$
|
29,293
|
|
|
$
|
110,401
|
|
|
$
|
139,694
|
|
|
$
|
50,653
|
|
|
$
|
76,251
|
|
|
$
|
126,904
|
|
International equity securities
|
55,692
|
|
|
31,347
|
|
|
87,039
|
|
|
51,758
|
|
|
27,173
|
|
|
78,931
|
|
||||||
Domestic fixed income securities
|
—
|
|
|
85,222
|
|
|
85,222
|
|
|
—
|
|
|
81,045
|
|
|
81,045
|
|
||||||
International fixed income securities
|
15,134
|
|
|
—
|
|
|
15,134
|
|
|
15,745
|
|
|
—
|
|
|
15,745
|
|
||||||
Real estate fund
|
9,678
|
|
|
—
|
|
|
9,678
|
|
|
10,208
|
|
|
—
|
|
|
10,208
|
|
||||||
Short-term investments
|
879
|
|
|
4,259
|
|
|
5,138
|
|
|
29
|
|
|
7,837
|
|
|
7,866
|
|
||||||
Total
|
$
|
110,676
|
|
|
$
|
231,229
|
|
|
$
|
341,905
|
|
|
$
|
128,393
|
|
|
$
|
192,306
|
|
|
$
|
320,699
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
2014
|
$
|
19,987
|
|
|
$
|
1,071
|
|
2015
|
21,070
|
|
|
1,170
|
|
||
2016
|
22,118
|
|
|
1,259
|
|
||
2017
|
23,149
|
|
|
1,271
|
|
||
2018
|
24,191
|
|
|
1,394
|
|
||
2019 - 2023
|
133,459
|
|
|
6,328
|
|
23.
|
QUARTERLY RESULTS FOR
2013
and
2012
(UNAUDITED)
|
|
Quarter Ended
|
|
Total Year
|
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
|
|||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
393,719
|
|
|
$
|
409,077
|
|
|
$
|
384,784
|
|
|
$
|
520,242
|
|
|
$
|
1,707,822
|
|
|
Cost of sales
|
266,018
|
|
|
297,698
|
|
|
287,150
|
|
|
395,446
|
|
|
1,246,312
|
|
|
|||||
Income from continuing operations
|
103,258
|
|
|
87,891
|
|
(b)
|
58,367
|
|
|
82,249
|
|
|
331,765
|
|
(b)
|
|||||
Income from discontinued operations
|
44,477
|
|
|
—
|
|
|
—
|
|
|
(2,444
|
)
|
|
42,033
|
|
|
|||||
Net income
|
147,735
|
|
(a)
|
87,891
|
|
|
58,367
|
|
|
79,805
|
|
|
373,798
|
|
(a)
|
|||||
Net income attributable to Rayonier Inc.
|
147,735
|
|
(a)
|
87,164
|
|
(b)
|
57,345
|
|
|
79,652
|
|
|
371,896
|
|
(a) (b)
|
|||||
Basic EPS attributable to Rayonier Inc.
|
1.19
|
|
|
0.69
|
|
|
0.45
|
|
|
0.63
|
|
|
2.96
|
|
|
|||||
Diluted EPS attributable to Rayonier Inc.
|
1.13
|
|
|
0.67
|
|
|
0.44
|
|
|
0.62
|
|
|
2.86
|
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
336,571
|
|
|
348,096
|
|
|
386,163
|
|
|
412,660
|
|
|
1,483,490
|
|
|
|||||
Cost of sales
|
235,708
|
|
|
243,571
|
|
|
259,201
|
|
|
292,212
|
|
|
1,030,692
|
|
|
|||||
Income from continuing operations
|
52,599
|
|
|
66,091
|
|
|
79,278
|
|
|
73,474
|
|
|
271,442
|
|
|
|||||
Income from discontinued operations
|
838
|
|
|
2,988
|
|
|
1,282
|
|
|
2,135
|
|
|
7,243
|
|
|
|||||
Net income
|
53,437
|
|
|
69,079
|
|
|
80,560
|
|
|
75,609
|
|
|
278,685
|
|
|
|||||
Net income attributable to Rayonier Inc.
|
53,437
|
|
|
69,079
|
|
|
80,560
|
|
|
75,609
|
|
|
278,685
|
|
|
|||||
Basic EPS attributable to Rayonier Inc.
|
0.44
|
|
|
0.56
|
|
|
0.66
|
|
|
0.61
|
|
|
2.27
|
|
|
|||||
Diluted EPS attributable to Rayonier Inc.
|
0.42
|
|
|
0.54
|
|
|
0.62
|
|
|
0.59
|
|
|
2.17
|
|
|
|
|
|
|
|
(a)
|
Net income and net income attributable to Rayonier Inc. included a
$43 million
gain on the sale of Wood Products for the quarter ended March 31, 2013.
|
(b)
|
Operating income and net income attributable to Rayonier Inc., for the quarter ended June 30, 2013, included a
$16 million
gain related to the consolidation of the New Zealand JV.
|
24.
|
CONSOLIDATING FINANCIAL STATEMENTS
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2013 |
||||||||||||||||||||||
|
Rayonier Inc.
(Parent
Guarantor)
|
|
ROC (Subsidiary Guarantor)
|
|
Rayonier TRS
Holdings Inc.
(Issuer)
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||||
SALES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,707,822
|
|
|
$
|
—
|
|
|
$
|
1,707,822
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,246,312
|
|
|
—
|
|
|
1,246,312
|
|
||||||
Selling and general expenses
|
—
|
|
|
9,821
|
|
|
—
|
|
|
55,022
|
|
|
—
|
|
|
64,843
|
|
||||||
Other operating (income) expense, net
|
(1,701
|
)
|
|
4,730
|
|
|
—
|
|
|
(12,516
|
)
|
|
—
|
|
|
(9,487
|
)
|
||||||
|
(1,701
|
)
|
|
14,551
|
|
|
—
|
|
|
1,288,818
|
|
|
—
|
|
|
1,301,668
|
|
||||||
Equity in income of New Zealand joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|
—
|
|
|
562
|
|
||||||
OPERATING INCOME (LOSS) BEFORE GAIN RELATED TO THE CONSOLIDATION OF THE NEW ZEALAND JOINT VENTURE
|
1,701
|
|
|
(14,551
|
)
|
|
—
|
|
|
419,566
|
|
|
—
|
|
|
406,716
|
|
||||||
Gain related to the consolidation of the New Zealand joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
16,098
|
|
|
—
|
|
|
16,098
|
|
||||||
OPERATING INCOME (LOSS)
|
1,701
|
|
|
(14,551
|
)
|
|
—
|
|
|
435,664
|
|
|
—
|
|
|
422,814
|
|
||||||
Interest expense
|
(13,088
|
)
|
|
(914
|
)
|
|
(27,516
|
)
|
|
(2,242
|
)
|
|
—
|
|
|
(43,760
|
)
|
||||||
Interest and miscellaneous income (expense), net
|
9,828
|
|
|
3,237
|
|
|
(7,534
|
)
|
|
(3,159
|
)
|
|
—
|
|
|
2,372
|
|
||||||
Equity in income from subsidiaries
|
373,455
|
|
|
384,567
|
|
|
245,126
|
|
|
—
|
|
|
(1,003,148
|
)
|
|
—
|
|
||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
371,896
|
|
|
372,339
|
|
|
210,076
|
|
|
430,263
|
|
|
(1,003,148
|
)
|
|
381,426
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
1,116
|
|
|
11,895
|
|
|
(62,672
|
)
|
|
—
|
|
|
(49,661
|
)
|
||||||
INCOME FROM CONTINUING OPERATIONS
|
371,896
|
|
|
373,455
|
|
|
221,971
|
|
|
367,591
|
|
|
(1,003,148
|
)
|
|
331,765
|
|
||||||
DISCONTINUED OPERATIONS, NET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
42,033
|
|
|
|
|
|
42,033
|
|
||||||
NET INCOME
|
371,896
|
|
|
373,455
|
|
|
221,971
|
|
|
409,624
|
|
|
(1,003,148
|
)
|
|
373,798
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,902
|
|
|
—
|
|
|
1,902
|
|
||||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
371,896
|
|
|
373,455
|
|
|
221,971
|
|
|
407,722
|
|
|
(1,003,148
|
)
|
|
371,896
|
|
||||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(1,915
|
)
|
|
(1,915
|
)
|
|
(72
|
)
|
|
(5,710
|
)
|
|
3,902
|
|
|
(5,710
|
)
|
||||||
New Zealand joint venture cash flows
|
3,286
|
|
|
3,286
|
|
|
637
|
|
|
3,629
|
|
|
(7,209
|
)
|
|
3,629
|
|
||||||
Amortization of pension and postretirement plans
|
61,869
|
|
|
61,869
|
|
|
20,589
|
|
|
20,589
|
|
|
(103,047
|
)
|
|
61,869
|
|
||||||
Total other comprehensive income
|
63,240
|
|
|
63,240
|
|
|
21,154
|
|
|
18,508
|
|
|
(106,354
|
)
|
|
59,788
|
|
||||||
COMPREHENSIVE INCOME
|
435,136
|
|
|
436,695
|
|
|
243,125
|
|
|
428,132
|
|
|
(1,109,502
|
)
|
|
433,586
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|
—
|
|
|
(1,550
|
)
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
$
|
435,136
|
|
|
$
|
436,695
|
|
|
$
|
243,125
|
|
|
$
|
429,682
|
|
|
$
|
(1,109,502
|
)
|
|
$
|
435,136
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2012 |
||||||||||||||||||||||
|
Rayonier Inc.
(Parent Guarantor) |
|
ROC (Subsidiary Guarantor)
|
|
Rayonier TRS
Holdings Inc. (Issuer) |
|
Non-
guarantors |
|
Consolidating
Adjustments |
|
Total
Consolidated |
||||||||||||
SALES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,483,490
|
|
|
$
|
—
|
|
|
$
|
1,483,490
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,030,692
|
|
|
—
|
|
|
1,030,692
|
|
||||||
Selling and general expenses
|
—
|
|
|
10,575
|
|
|
—
|
|
|
56,382
|
|
|
—
|
|
|
66,957
|
|
||||||
Other operating expense (income), net
|
110
|
|
|
962
|
|
|
—
|
|
|
(15,241
|
)
|
|
—
|
|
|
(14,169
|
)
|
||||||
|
110
|
|
|
11,537
|
|
|
—
|
|
|
1,071,833
|
|
|
—
|
|
|
1,083,480
|
|
||||||
Equity in income of New Zealand joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
550
|
|
|
—
|
|
|
550
|
|
||||||
OPERATING (LOSS) INCOME
|
(110
|
)
|
|
(11,537
|
)
|
|
—
|
|
|
412,207
|
|
|
—
|
|
|
400,560
|
|
||||||
Interest expense
|
(10,717
|
)
|
|
(941
|
)
|
|
(37,971
|
)
|
|
4,648
|
|
|
—
|
|
|
(44,981
|
)
|
||||||
Interest and miscellaneous income (expense), net
|
6,638
|
|
|
5,519
|
|
|
(3,334
|
)
|
|
(8,217
|
)
|
|
—
|
|
|
606
|
|
||||||
Equity in income from subsidiaries
|
282,874
|
|
|
289,486
|
|
|
232,871
|
|
|
—
|
|
|
(805,231
|
)
|
|
—
|
|
||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
278,685
|
|
|
282,527
|
|
|
191,566
|
|
|
408,638
|
|
|
(805,231
|
)
|
|
356,185
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
347
|
|
|
15,076
|
|
|
(100,166
|
)
|
|
—
|
|
|
(84,743
|
)
|
||||||
INCOME FROM CONTINUING OPERATIONS
|
278,685
|
|
|
282,874
|
|
|
206,642
|
|
|
308,472
|
|
|
(805,231
|
)
|
|
271,442
|
|
||||||
DISCONTINUED OPERATIONS, NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
7,243
|
|
|
—
|
|
|
7,243
|
|
||||||
NET INCOME
|
278,685
|
|
|
282,874
|
|
|
206,642
|
|
|
315,715
|
|
|
(805,231
|
)
|
|
278,685
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
4,352
|
|
|
4,352
|
|
|
(3
|
)
|
|
4,353
|
|
|
(8,702
|
)
|
|
4,352
|
|
||||||
New Zealand joint venture cash flows
|
213
|
|
|
213
|
|
|
—
|
|
|
213
|
|
|
(426
|
)
|
|
213
|
|
||||||
Amortization of pension and postretirement plans
|
(496
|
)
|
|
(496
|
)
|
|
(450
|
)
|
|
(450
|
)
|
|
1,396
|
|
|
(496
|
)
|
||||||
Total other comprehensive income (loss)
|
4,069
|
|
|
4,069
|
|
|
(453
|
)
|
|
4,116
|
|
|
(7,732
|
)
|
|
4,069
|
|
||||||
COMPREHENSIVE INCOME
|
$
|
282,754
|
|
|
$
|
286,943
|
|
|
$
|
206,189
|
|
|
$
|
319,831
|
|
|
$
|
(812,963
|
)
|
|
$
|
282,754
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2011 |
||||||||||||||||||||||
|
Rayonier Inc. (Parent
Guarantor)
|
|
ROC (Subsidiary Guarantor)
|
|
Rayonier TRS
Holdings Inc.
(Issuer)
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||||
SALES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,420,960
|
|
|
$
|
—
|
|
|
$
|
1,420,960
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,006,297
|
|
|
—
|
|
|
1,006,297
|
|
||||||
Selling and general expenses
|
—
|
|
|
10,710
|
|
|
—
|
|
|
54,541
|
|
|
—
|
|
|
65,251
|
|
||||||
Other operating expense (income), net
|
—
|
|
|
117
|
|
|
—
|
|
|
(3,911
|
)
|
|
—
|
|
|
(3,794
|
)
|
||||||
|
—
|
|
|
10,827
|
|
|
—
|
|
|
1,056,927
|
|
|
—
|
|
|
1,067,754
|
|
||||||
Equity in income of New Zealand joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
4,088
|
|
|
—
|
|
|
4,088
|
|
||||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(10,827
|
)
|
|
—
|
|
|
368,121
|
|
|
—
|
|
|
357,294
|
|
||||||
Interest expense
|
621
|
|
|
(1,133
|
)
|
|
(49,555
|
)
|
|
(708
|
)
|
|
—
|
|
|
(50,775
|
)
|
||||||
Interest and miscellaneous income (expense), net
|
—
|
|
|
5,280
|
|
|
(4,508
|
)
|
|
71
|
|
|
—
|
|
|
843
|
|
||||||
Equity in income from subsidiaries
|
275,384
|
|
|
281,892
|
|
|
170,048
|
|
|
—
|
|
|
(727,324
|
)
|
|
—
|
|
||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
276,005
|
|
|
275,212
|
|
|
115,985
|
|
|
367,484
|
|
|
(727,324
|
)
|
|
307,362
|
|
||||||
Income tax benefit (expense)
|
—
|
|
|
172
|
|
|
19,733
|
|
|
(50,593
|
)
|
|
—
|
|
|
(30,688
|
)
|
||||||
INCOME FROM CONTINUING OPERATIONS
|
276,005
|
|
|
275,384
|
|
|
135,718
|
|
|
316,891
|
|
|
(727,324
|
)
|
|
276,674
|
|
||||||
DISCONTINUED OPERATIONS, NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|
(669
|
)
|
||||||
NET INCOME
|
276,005
|
|
|
275,384
|
|
|
135,718
|
|
|
316,222
|
|
|
(727,324
|
)
|
|
276,005
|
|
||||||
OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
3,546
|
|
|
3,546
|
|
|
(137
|
)
|
|
3,545
|
|
|
(6,954
|
)
|
|
3,546
|
|
||||||
New Zealand joint venture cash flows
|
(2,373
|
)
|
|
(2,373
|
)
|
|
—
|
|
|
(2,373
|
)
|
|
4,746
|
|
|
(2,373
|
)
|
||||||
Amortization of pension and postretirement plans
|
(46,263
|
)
|
|
(46,263
|
)
|
|
(35,575
|
)
|
|
(35,575
|
)
|
|
117,413
|
|
|
(46,263
|
)
|
||||||
Total other comprehensive loss
|
(45,090
|
)
|
|
(45,090
|
)
|
|
(35,712
|
)
|
|
(34,403
|
)
|
|
115,205
|
|
|
(45,090
|
)
|
||||||
COMPREHENSIVE INCOME
|
$
|
230,915
|
|
|
$
|
230,294
|
|
|
$
|
100,006
|
|
|
$
|
281,819
|
|
|
$
|
(612,119
|
)
|
|
$
|
230,915
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2013 |
||||||||||||||||||||||
|
Rayonier Inc.
(Parent
Guarantor)
|
|
ROC (Subsidiary Guarantor)
|
|
Rayonier TRS
Holdings Inc.
(Issuer)
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
407,712
|
|
|
$
|
417,074
|
|
|
$
|
84,000
|
|
|
$
|
491,762
|
|
|
$
|
(855,375
|
)
|
|
$
|
545,173
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(663
|
)
|
|
—
|
|
|
(158,235
|
)
|
|
—
|
|
|
(158,898
|
)
|
||||||
Purchase of additional interest in New Zealand joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,879
|
)
|
|
—
|
|
|
(139,879
|
)
|
||||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,401
|
)
|
|
—
|
|
|
(20,401
|
)
|
||||||
Jesup mill cellulose specialties expansion
|
—
|
|
|
—
|
|
|
—
|
|
|
(141,143
|
)
|
|
—
|
|
|
(141,143
|
)
|
||||||
Proceeds from disposition of Wood Products business
|
—
|
|
|
—
|
|
|
—
|
|
|
62,720
|
|
|
—
|
|
|
62,720
|
|
||||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,385
|
)
|
|
—
|
|
|
(58,385
|
)
|
||||||
Investment in Subsidiaries
|
(138,178
|
)
|
|
(138,178
|
)
|
|
(247,114
|
)
|
|
—
|
|
|
523,470
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
1,701
|
|
|
—
|
|
|
(14,635
|
)
|
|
—
|
|
|
(12,934
|
)
|
||||||
CASH USED FOR INVESTING ACTIVITIES
|
(138,178
|
)
|
|
(137,140
|
)
|
|
(247,114
|
)
|
|
(469,958
|
)
|
|
523,470
|
|
|
(468,920
|
)
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of debt
|
175,000
|
|
|
—
|
|
|
390,000
|
|
|
57,885
|
|
|
—
|
|
|
622,885
|
|
||||||
Repayment of debt
|
(325,000
|
)
|
|
—
|
|
|
(151,525
|
)
|
|
(72,960
|
)
|
|
—
|
|
|
(549,485
|
)
|
||||||
Dividends paid
|
(237,016
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237,016
|
)
|
||||||
Proceeds from the issuance of common shares
|
10,101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,101
|
|
||||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
8,413
|
|
|
—
|
|
|
8,413
|
|
||||||
Repurchase of common shares
|
(11,326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,326
|
)
|
||||||
Issuance of intercompany notes
|
(4,000
|
)
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany distributions
|
—
|
|
|
(283,596
|
)
|
|
(84,000
|
)
|
|
35,691
|
|
|
331,905
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
—
|
|
|
(713
|
)
|
||||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(392,241
|
)
|
|
(283,596
|
)
|
|
154,475
|
|
|
32,316
|
|
|
331,905
|
|
|
(157,141
|
)
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
(122,707
|
)
|
|
(3,662
|
)
|
|
(8,639
|
)
|
|
54,056
|
|
|
—
|
|
|
(80,952
|
)
|
||||||
Balance, beginning of year
|
252,888
|
|
|
3,966
|
|
|
19,358
|
|
|
4,384
|
|
|
—
|
|
|
280,596
|
|
||||||
Balance, end of year
|
$
|
130,181
|
|
|
$
|
304
|
|
|
$
|
10,719
|
|
|
$
|
58,440
|
|
|
$
|
—
|
|
|
$
|
199,644
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2012 |
||||||||||||||||||||||
|
Rayonier Inc.
(Parent
Guarantor)
|
|
ROC (Subsidiary Guarantor)
|
|
Rayonier TRS
Holdings Inc.
(Issuer)
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
90,456
|
|
|
$
|
138,149
|
|
|
$
|
41,000
|
|
|
$
|
423,784
|
|
|
$
|
(247,475
|
)
|
|
$
|
445,914
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(285
|
)
|
|
—
|
|
|
(157,277
|
)
|
|
—
|
|
|
(157,562
|
)
|
||||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
(106,536
|
)
|
|
—
|
|
|
(106,536
|
)
|
||||||
Jesup mill cellulose specialties expansion
|
—
|
|
|
—
|
|
|
—
|
|
|
(201,359
|
)
|
|
—
|
|
|
(201,359
|
)
|
||||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,559
|
)
|
|
—
|
|
|
(10,559
|
)
|
||||||
Investment in Subsidiaries
|
—
|
|
|
—
|
|
|
(142,508
|
)
|
|
—
|
|
|
142,508
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
3,184
|
|
|
—
|
|
|
3,115
|
|
||||||
CASH USED FOR INVESTING ACTIVITIES
|
—
|
|
|
(354
|
)
|
|
(142,508
|
)
|
|
(472,547
|
)
|
|
142,508
|
|
|
(472,901
|
)
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of debt
|
475,000
|
|
|
—
|
|
|
740,000
|
|
|
15,000
|
|
|
—
|
|
|
1,230,000
|
|
||||||
Repayment of debt
|
(120,000
|
)
|
|
(30,000
|
)
|
|
(638,110
|
)
|
|
(25,500
|
)
|
|
—
|
|
|
(813,610
|
)
|
||||||
Dividends paid
|
(206,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,583
|
)
|
||||||
Proceeds from the issuance of common shares
|
25,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,495
|
|
||||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
7,635
|
|
|
—
|
|
|
7,635
|
|
||||||
Debt issuance costs
|
(3,697
|
)
|
|
(1,219
|
)
|
|
—
|
|
|
(1,219
|
)
|
|
—
|
|
|
(6,135
|
)
|
||||||
Repurchase of common shares
|
(7,783
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,783
|
)
|
||||||
Issuance of intercompany notes
|
—
|
|
|
(14,000
|
)
|
|
—
|
|
|
14,000
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to / from Parent
|
—
|
|
|
(97,587
|
)
|
|
(41,000
|
)
|
|
33,620
|
|
|
104,967
|
|
|
—
|
|
||||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
162,432
|
|
|
(142,806
|
)
|
|
60,890
|
|
|
43,536
|
|
|
104,967
|
|
|
229,019
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
252,888
|
|
|
(5,011
|
)
|
|
(40,618
|
)
|
|
(5,266
|
)
|
|
—
|
|
|
201,993
|
|
||||||
Balance, beginning of year
|
—
|
|
|
8,977
|
|
|
59,976
|
|
|
9,650
|
|
|
—
|
|
|
78,603
|
|
||||||
Balance, end of year
|
$
|
252,888
|
|
|
$
|
3,966
|
|
|
$
|
19,358
|
|
|
$
|
4,384
|
|
|
$
|
—
|
|
|
$
|
280,596
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2011 |
||||||||||||||||||||||
|
Rayonier Inc.
(Parent
Guarantor)
|
|
ROC (Subsidiary Guarantor)
|
|
Rayonier TRS
Holdings Inc.
(Issuer)
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
283,409
|
|
|
$
|
332,577
|
|
|
$
|
15,000
|
|
|
$
|
402,994
|
|
|
$
|
(601,710
|
)
|
|
$
|
432,270
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
(144,252
|
)
|
|
—
|
|
|
(144,522
|
)
|
||||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
(320,899
|
)
|
|
—
|
|
|
(320,899
|
)
|
||||||
Jesup mill cellulose specialties expansion
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,894
|
)
|
|
—
|
|
|
(42,894
|
)
|
||||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
8,323
|
|
|
—
|
|
|
8,323
|
|
||||||
Investment in Subsidiaries
|
(19,259
|
)
|
|
(99,988
|
)
|
|
(35,828
|
)
|
|
—
|
|
|
155,075
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
69
|
|
|
—
|
|
|
11,309
|
|
|
—
|
|
|
11,378
|
|
||||||
CASH USED FOR INVESTING ACTIVITIES
|
(19,259
|
)
|
|
(100,189
|
)
|
|
(35,828
|
)
|
|
(488,413
|
)
|
|
155,075
|
|
|
(488,614
|
)
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of debt
|
120,000
|
|
|
105,000
|
|
|
—
|
|
|
235,000
|
|
|
—
|
|
|
460,000
|
|
||||||
Repayment of debt
|
—
|
|
|
(75,000
|
)
|
|
(168,057
|
)
|
|
(256,000
|
)
|
|
—
|
|
|
(499,057
|
)
|
||||||
Dividends paid
|
(185,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,272
|
)
|
||||||
Proceeds from the issuance of common shares
|
13,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,451
|
|
||||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
5,681
|
|
|
—
|
|
|
5,681
|
|
||||||
Debt issuance costs
|
—
|
|
|
(675
|
)
|
|
(676
|
)
|
|
(676
|
)
|
|
—
|
|
|
(2,027
|
)
|
||||||
Repurchase of common shares
|
(7,909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,909
|
)
|
||||||
Intercompany distributions
|
(204,420
|
)
|
|
—
|
|
|
(18,961
|
)
|
|
223,381
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to / from Parent
|
—
|
|
|
(282,495
|
)
|
|
(14,760
|
)
|
|
(149,380
|
)
|
|
446,635
|
|
|
—
|
|
||||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(264,150
|
)
|
|
(253,170
|
)
|
|
(202,454
|
)
|
|
58,006
|
|
|
446,635
|
|
|
(215,133
|
)
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|
—
|
|
|
617
|
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
—
|
|
|
(20,782
|
)
|
|
(223,282
|
)
|
|
(26,796
|
)
|
|
—
|
|
|
(270,860
|
)
|
||||||
Balance, beginning of year
|
—
|
|
|
29,759
|
|
|
283,258
|
|
|
36,446
|
|
|
—
|
|
|
349,463
|
|
||||||
Balance, end of year
|
$
|
—
|
|
|
$
|
8,977
|
|
|
$
|
59,976
|
|
|
$
|
9,650
|
|
|
$
|
—
|
|
|
$
|
78,603
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2013 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,707,822
|
|
|
$
|
—
|
|
|
$
|
1,707,822
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
1,246,312
|
|
|
—
|
|
|
1,246,312
|
|
|||||
Selling and general expenses
|
—
|
|
|
9,821
|
|
|
55,022
|
|
|
—
|
|
|
64,843
|
|
|||||
Other operating (income) expense, net
|
(1,701
|
)
|
|
4,730
|
|
|
(12,516
|
)
|
|
—
|
|
|
(9,487
|
)
|
|||||
|
(1,701
|
)
|
|
14,551
|
|
|
1,288,818
|
|
|
—
|
|
|
1,301,668
|
|
|||||
Equity in income of New Zealand joint venture
|
—
|
|
|
—
|
|
|
562
|
|
|
—
|
|
|
562
|
|
|||||
OPERATING (LOSS) INCOME BEFORE GAIN RELATED TO THE CONSOLIDATION OF THE NEW ZEALAND JOINT VENTURE
|
1,701
|
|
|
(14,551
|
)
|
|
419,566
|
|
|
—
|
|
|
406,716
|
|
|||||
Gain related to the consolidation of the New Zealand joint venture
|
—
|
|
|
—
|
|
|
16,098
|
|
|
—
|
|
|
16,098
|
|
|||||
OPERATING INCOME (LOSS)
|
1,701
|
|
|
(14,551
|
)
|
|
435,664
|
|
|
—
|
|
|
422,814
|
|
|||||
Interest expense
|
(13,088
|
)
|
|
(28,430
|
)
|
|
(2,242
|
)
|
|
—
|
|
|
(43,760
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
9,828
|
|
|
(4,297
|
)
|
|
(3,159
|
)
|
|
—
|
|
|
2,372
|
|
|||||
Equity in income from subsidiaries
|
373,455
|
|
|
407,722
|
|
|
—
|
|
|
(781,177
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
371,896
|
|
|
360,444
|
|
|
430,263
|
|
|
(781,177
|
)
|
|
381,426
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
13,011
|
|
|
(62,672
|
)
|
|
—
|
|
|
(49,661
|
)
|
|||||
INCOME FROM CONTINUING OPERATIONS
|
371,896
|
|
|
373,455
|
|
|
367,591
|
|
|
(781,177
|
)
|
|
331,765
|
|
|||||
DISCONTINUED OPERATIONS, NET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
42,033
|
|
|
—
|
|
|
42,033
|
|
|||||
NET INCOME
|
371,896
|
|
|
373,455
|
|
|
409,624
|
|
|
(781,177
|
)
|
|
373,798
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,902
|
|
|
—
|
|
|
1,902
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
371,896
|
|
|
373,455
|
|
|
407,722
|
|
|
(781,177
|
)
|
|
371,896
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(1,915
|
)
|
|
(1,915
|
)
|
|
(5,710
|
)
|
|
3,830
|
|
|
(5,710
|
)
|
|||||
New Zealand joint venture cash flows
|
3,286
|
|
|
3,286
|
|
|
3,629
|
|
|
(6,572
|
)
|
|
3,629
|
|
|||||
Amortization of pension and postretirement plans
|
61,869
|
|
|
61,869
|
|
|
20,589
|
|
|
(82,458
|
)
|
|
61,869
|
|
|||||
Total other comprehensive income
|
63,240
|
|
|
63,240
|
|
|
18,508
|
|
|
(85,200
|
)
|
|
59,788
|
|
|||||
COMPREHENSIVE INCOME
|
435,136
|
|
|
436,695
|
|
|
428,132
|
|
|
(866,377
|
)
|
|
433,586
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|
—
|
|
|
(1,550
|
)
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
$
|
435,136
|
|
|
$
|
436,695
|
|
|
$
|
429,682
|
|
|
$
|
(866,377
|
)
|
|
$
|
435,136
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2012 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,483,490
|
|
|
$
|
—
|
|
|
$
|
1,483,490
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
1,030,692
|
|
|
—
|
|
|
1,030,692
|
|
|||||
Selling and general expenses
|
—
|
|
|
10,575
|
|
|
56,382
|
|
|
—
|
|
|
66,957
|
|
|||||
Other operating expense (income), net
|
110
|
|
|
962
|
|
|
(15,241
|
)
|
|
—
|
|
|
(14,169
|
)
|
|||||
|
110
|
|
|
11,537
|
|
|
1,071,833
|
|
|
—
|
|
|
1,083,480
|
|
|||||
Equity in income of New Zealand joint venture
|
—
|
|
|
—
|
|
|
550
|
|
|
—
|
|
|
550
|
|
|||||
OPERATING (LOSS) INCOME
|
(110
|
)
|
|
(11,537
|
)
|
|
412,207
|
|
|
—
|
|
|
400,560
|
|
|||||
Interest expense
|
(10,717
|
)
|
|
(38,912
|
)
|
|
4,648
|
|
|
—
|
|
|
(44,981
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
6,638
|
|
|
2,185
|
|
|
(8,217
|
)
|
|
—
|
|
|
606
|
|
|||||
Equity in income from subsidiaries
|
282,874
|
|
|
315,715
|
|
|
—
|
|
|
(598,589
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
278,685
|
|
|
267,451
|
|
|
408,638
|
|
|
(598,589
|
)
|
|
356,185
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
15,423
|
|
|
(100,166
|
)
|
|
—
|
|
|
(84,743
|
)
|
|||||
INCOME FROM CONTINUING OPERATIONS
|
278,685
|
|
|
282,874
|
|
|
308,472
|
|
|
(598,589
|
)
|
|
271,442
|
|
|||||
DISCONTINUED OPERATIONS, NET
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
7,243
|
|
|
—
|
|
|
7,243
|
|
|||||
NET INCOME
|
278,685
|
|
|
282,874
|
|
|
315,715
|
|
|
(598,589
|
)
|
|
278,685
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
4,352
|
|
|
4,352
|
|
|
4,353
|
|
|
(8,705
|
)
|
|
4,352
|
|
|||||
New Zealand joint venture cash flows
|
213
|
|
|
213
|
|
|
213
|
|
|
(426
|
)
|
|
213
|
|
|||||
Amortization of pension and postretirement plans
|
(496
|
)
|
|
(496
|
)
|
|
(450
|
)
|
|
946
|
|
|
(496
|
)
|
|||||
Total other comprehensive income
|
4,069
|
|
|
4,069
|
|
|
4,116
|
|
|
(8,185
|
)
|
|
4,069
|
|
|||||
COMPREHENSIVE INCOME
|
$
|
282,754
|
|
|
$
|
286,943
|
|
|
$
|
319,831
|
|
|
$
|
(606,774
|
)
|
|
$
|
282,754
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Year Ended December 31, 2011 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,420,960
|
|
|
$
|
—
|
|
|
$
|
1,420,960
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
1,006,297
|
|
|
—
|
|
|
1,006,297
|
|
|||||
Selling and general expenses
|
—
|
|
|
10,710
|
|
|
54,541
|
|
|
—
|
|
|
65,251
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
117
|
|
|
(3,911
|
)
|
|
—
|
|
|
(3,794
|
)
|
|||||
|
—
|
|
|
10,827
|
|
|
1,056,927
|
|
|
—
|
|
|
1,067,754
|
|
|||||
Equity in income of New Zealand joint venture
|
—
|
|
|
—
|
|
|
4,088
|
|
|
—
|
|
|
4,088
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(10,827
|
)
|
|
368,121
|
|
|
—
|
|
|
357,294
|
|
|||||
Interest expense
|
621
|
|
|
(50,688
|
)
|
|
(708
|
)
|
|
—
|
|
|
(50,775
|
)
|
|||||
Interest and miscellaneous income, net
|
—
|
|
|
772
|
|
|
71
|
|
|
—
|
|
|
843
|
|
|||||
Equity in income from subsidiaries
|
275,384
|
|
|
316,222
|
|
|
—
|
|
|
(591,606
|
)
|
|
—
|
|
|||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
276,005
|
|
|
255,479
|
|
|
367,484
|
|
|
(591,606
|
)
|
|
307,362
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
19,905
|
|
|
(50,593
|
)
|
|
—
|
|
|
(30,688
|
)
|
|||||
INCOME FROM CONTINUING OPERATIONS
|
276,005
|
|
|
275,384
|
|
|
316,891
|
|
|
(591,606
|
)
|
|
276,674
|
|
|||||
DISCONTINUED OPERATIONS, NET
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|
(669
|
)
|
|||||
NET INCOME
|
276,005
|
|
|
275,384
|
|
|
316,222
|
|
|
(591,606
|
)
|
|
276,005
|
|
|||||
OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
3,546
|
|
|
3,546
|
|
|
3,545
|
|
|
(7,091
|
)
|
|
3,546
|
|
|||||
New Zealand joint venture cash flows
|
(2,373
|
)
|
|
(2,373
|
)
|
|
(2,373
|
)
|
|
4,746
|
|
|
(2,373
|
)
|
|||||
Amortization of pension and postretirement plans
|
(46,263
|
)
|
|
(46,263
|
)
|
|
(35,575
|
)
|
|
81,838
|
|
|
(46,263
|
)
|
|||||
Total other comprehensive loss
|
(45,090
|
)
|
|
(45,090
|
)
|
|
(34,403
|
)
|
|
79,493
|
|
|
(45,090
|
)
|
|||||
COMPREHENSIVE INCOME
|
$
|
230,915
|
|
|
$
|
230,294
|
|
|
$
|
281,819
|
|
|
$
|
(512,113
|
)
|
|
$
|
230,915
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2013 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
130,181
|
|
|
$
|
11,023
|
|
|
$
|
58,440
|
|
|
$
|
—
|
|
|
$
|
199,644
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
2,310
|
|
|
92,646
|
|
|
—
|
|
|
94,956
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
138,818
|
|
|
—
|
|
|
138,818
|
|
|||||
Current deferred tax asset
|
—
|
|
|
681
|
|
|
38,419
|
|
|
—
|
|
|
39,100
|
|
|||||
Prepaid and other current assets
|
—
|
|
|
2,369
|
|
|
44,207
|
|
|
—
|
|
|
46,576
|
|
|||||
Total current assets
|
130,181
|
|
|
16,383
|
|
|
372,530
|
|
|
—
|
|
|
519,094
|
|
|||||
TIMBER AND TIMBERLANDS,
NET OF DEPLETION AND AMORTIZATION |
—
|
|
|
—
|
|
|
2,049,378
|
|
|
—
|
|
|
2,049,378
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
2,612
|
|
|
858,209
|
|
|
—
|
|
|
860,821
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,627,315
|
|
|
2,764,211
|
|
|
—
|
|
|
(4,391,526
|
)
|
|
—
|
|
|||||
INTERCOMPANY NOTES RECEIVABLE
|
228,032
|
|
|
20,659
|
|
|
—
|
|
|
(248,691
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
3,689
|
|
|
36,258
|
|
|
216,261
|
|
|
—
|
|
|
256,208
|
|
|||||
TOTAL ASSETS
|
$
|
1,989,217
|
|
|
$
|
2,840,123
|
|
|
$
|
3,496,378
|
|
|
$
|
(4,640,217
|
)
|
|
$
|
3,685,501
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
3,086
|
|
|
$
|
66,207
|
|
|
$
|
—
|
|
|
$
|
69,293
|
|
Current maturities of long-term debt
|
—
|
|
|
112,500
|
|
|
—
|
|
|
—
|
|
|
112,500
|
|
|||||
Accrued taxes
|
—
|
|
|
4,855
|
|
|
3,696
|
|
|
—
|
|
|
8,551
|
|
|||||
Uncertain tax positions
|
—
|
|
|
5,780
|
|
|
4,767
|
|
|
—
|
|
|
10,547
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
11,382
|
|
|
13,566
|
|
|
—
|
|
|
24,948
|
|
|||||
Accrued interest
|
3,047
|
|
|
3,280
|
|
|
22,816
|
|
|
(19,612
|
)
|
|
9,531
|
|
|||||
Accrued customer incentives
|
—
|
|
|
—
|
|
|
9,580
|
|
|
—
|
|
|
9,580
|
|
|||||
Other current liabilities
|
—
|
|
|
2,985
|
|
|
21,342
|
|
|
—
|
|
|
24,327
|
|
|||||
Current liabilities for dispositions and discontinued operations
|
—
|
|
|
—
|
|
|
6,835
|
|
|
—
|
|
|
6,835
|
|
|||||
Total current liabilities
|
3,047
|
|
|
143,868
|
|
|
148,809
|
|
|
(19,612
|
)
|
|
276,112
|
|
|||||
LONG-TERM DEBT
|
325,000
|
|
|
847,749
|
|
|
288,975
|
|
|
—
|
|
|
1,461,724
|
|
|||||
NON-CURRENT LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
69,543
|
|
|
—
|
|
|
69,543
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
91,471
|
|
|
4,183
|
|
|
—
|
|
|
95,654
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
11,493
|
|
|
15,732
|
|
|
—
|
|
|
27,225
|
|
|||||
INTERCOMPANY PAYABLE
|
—
|
|
|
118,227
|
|
|
125,921
|
|
|
(244,148
|
)
|
|
—
|
|
|||||
TOTAL RAYONIER SHAREHOLDERS’ EQUITY
|
1,661,170
|
|
|
1,627,315
|
|
|
2,749,142
|
|
|
(4,376,457
|
)
|
|
1,661,170
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
94,073
|
|
|
—
|
|
|
94,073
|
|
|||||
TOTAL SHAREHOLDER'S EQUITY
|
1,661,170
|
|
|
1,627,315
|
|
|
2,843,215
|
|
|
(4,376,457
|
)
|
|
1,755,243
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
1,989,217
|
|
|
$
|
2,840,123
|
|
|
$
|
3,496,378
|
|
|
$
|
(4,640,217
|
)
|
|
$
|
3,685,501
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2012 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
252,888
|
|
|
$
|
23,324
|
|
|
$
|
4,384
|
|
|
$
|
—
|
|
|
$
|
280,596
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
386
|
|
|
99,973
|
|
|
—
|
|
|
100,359
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
127,966
|
|
|
—
|
|
|
127,966
|
|
|||||
Current deferred tax asset
|
—
|
|
|
—
|
|
|
15,845
|
|
|
—
|
|
|
15,845
|
|
|||||
Prepaid and other current assets
|
—
|
|
|
2,257
|
|
|
39,251
|
|
|
—
|
|
|
41,508
|
|
|||||
Total current assets
|
252,888
|
|
|
25,967
|
|
|
287,419
|
|
|
—
|
|
|
566,274
|
|
|||||
TIMBER AND TIMBERLANDS,
NET OF DEPLETION AND AMORTIZATION |
—
|
|
|
—
|
|
|
1,573,309
|
|
|
—
|
|
|
1,573,309
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
2,321
|
|
|
704,717
|
|
|
—
|
|
|
707,038
|
|
|||||
INVESTMENT IN JOINT VENTURE
|
—
|
|
|
—
|
|
|
72,419
|
|
|
—
|
|
|
72,419
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,445,205
|
|
|
2,354,270
|
|
|
—
|
|
|
(3,799,475
|
)
|
|
—
|
|
|||||
INTERCOMPANY NOTES RECEIVABLE
|
213,863
|
|
|
33,831
|
|
|
—
|
|
|
(247,694
|
)
|
|
—
|
|
|||||
OTHER ASSETS
|
4,148
|
|
|
32,961
|
|
|
166,802
|
|
|
—
|
|
|
203,911
|
|
|||||
TOTAL ASSETS
|
$
|
1,916,104
|
|
|
$
|
2,449,350
|
|
|
$
|
2,804,666
|
|
|
$
|
(4,047,169
|
)
|
|
$
|
3,122,951
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
2,132
|
|
|
$
|
68,249
|
|
|
$
|
—
|
|
|
$
|
70,381
|
|
Current maturities of long-term debt
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|||||
Accrued taxes
|
—
|
|
|
485
|
|
|
13,339
|
|
|
—
|
|
|
13,824
|
|
|||||
Uncertain tax positions
|
—
|
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
15,044
|
|
|
13,024
|
|
|
—
|
|
|
28,068
|
|
|||||
Accrued interest
|
3,100
|
|
|
3,576
|
|
|
1,280
|
|
|
—
|
|
|
7,956
|
|
|||||
Accrued customer incentives
|
—
|
|
|
—
|
|
|
10,849
|
|
|
—
|
|
|
10,849
|
|
|||||
Other current liabilities
|
—
|
|
|
2,925
|
|
|
14,915
|
|
|
—
|
|
|
17,840
|
|
|||||
Current liabilities for dispositions and discontinued operations
|
—
|
|
|
—
|
|
|
8,105
|
|
|
—
|
|
|
8,105
|
|
|||||
Total current liabilities
|
153,100
|
|
|
24,162
|
|
|
130,561
|
|
|
—
|
|
|
307,823
|
|
|||||
LONG-TERM DEBT
|
325,000
|
|
|
718,321
|
|
|
76,731
|
|
|
—
|
|
|
1,120,052
|
|
|||||
NON-CURRENT LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
73,590
|
|
|
—
|
|
|
73,590
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
129,156
|
|
|
30,426
|
|
|
—
|
|
|
159,582
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
16,432
|
|
|
7,468
|
|
|
—
|
|
|
23,900
|
|
|||||
INTERCOMPANY PAYABLE
|
—
|
|
|
116,074
|
|
|
137,797
|
|
|
(253,871
|
)
|
|
—
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,438,004
|
|
|
1,445,205
|
|
|
2,348,093
|
|
|
(3,793,298
|
)
|
|
1,438,004
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
1,916,104
|
|
|
$
|
2,449,350
|
|
|
$
|
2,804,666
|
|
|
$
|
(4,047,169
|
)
|
|
$
|
3,122,951
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2013 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
407,712
|
|
|
$
|
417,074
|
|
|
$
|
491,762
|
|
|
$
|
(771,375
|
)
|
|
$
|
545,173
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(663
|
)
|
|
(158,235
|
)
|
|
—
|
|
|
(158,898
|
)
|
|||||
Purchase of additional interest in New Zealand joint venture
|
—
|
|
|
—
|
|
|
(139,879
|
)
|
|
—
|
|
|
(139,879
|
)
|
|||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(20,401
|
)
|
|
—
|
|
|
(20,401
|
)
|
|||||
Jesup mill cellulose specialties expansion
|
—
|
|
|
—
|
|
|
(141,143
|
)
|
|
—
|
|
|
(141,143
|
)
|
|||||
Proceeds from disposition of Wood Products business
|
—
|
|
|
—
|
|
|
62,720
|
|
|
—
|
|
|
62,720
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(58,385
|
)
|
|
—
|
|
|
(58,385
|
)
|
|||||
Investment in Subsidiaries
|
(138,178
|
)
|
|
(385,292
|
)
|
|
—
|
|
|
523,470
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
1,701
|
|
|
(14,635
|
)
|
|
—
|
|
|
(12,934
|
)
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
(138,178
|
)
|
|
(384,254
|
)
|
|
(469,958
|
)
|
|
523,470
|
|
|
(468,920
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of debt
|
175,000
|
|
|
390,000
|
|
|
57,885
|
|
|
—
|
|
|
622,885
|
|
|||||
Repayment of debt
|
(325,000
|
)
|
|
(151,525
|
)
|
|
(72,960
|
)
|
|
—
|
|
|
(549,485
|
)
|
|||||
Dividends paid
|
(237,016
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237,016
|
)
|
|||||
Proceeds from the issuance of common shares
|
10,101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,101
|
|
|||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
8,413
|
|
|
—
|
|
|
8,413
|
|
|||||
Repurchase of common shares
|
(11,326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,326
|
)
|
|||||
Issuance of intercompany notes
|
(4,000
|
)
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|||||
Distributions to / from Parent
|
—
|
|
|
(283,596
|
)
|
|
35,691
|
|
|
247,905
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
—
|
|
|
(713
|
)
|
|||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(392,241
|
)
|
|
(45,121
|
)
|
|
32,316
|
|
|
247,905
|
|
|
(157,141
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash and cash equivalents
|
(122,707
|
)
|
|
(12,301
|
)
|
|
54,056
|
|
|
—
|
|
|
(80,952
|
)
|
|||||
Balance, beginning of year
|
252,888
|
|
|
23,324
|
|
|
4,384
|
|
|
—
|
|
|
280,596
|
|
|||||
Balance, end of year
|
$
|
130,181
|
|
|
$
|
11,023
|
|
|
$
|
58,440
|
|
|
$
|
—
|
|
|
$
|
199,644
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2012 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
90,456
|
|
|
$
|
138,149
|
|
|
$
|
423,784
|
|
|
$
|
(206,475
|
)
|
|
$
|
445,914
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(285
|
)
|
|
(157,277
|
)
|
|
—
|
|
|
(157,562
|
)
|
|||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(106,536
|
)
|
|
—
|
|
|
(106,536
|
)
|
|||||
Jesup mill cellulose specialties expansion
|
—
|
|
|
—
|
|
|
(201,359
|
)
|
|
—
|
|
|
(201,359
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(10,559
|
)
|
|
—
|
|
|
(10,559
|
)
|
|||||
Investment in Subsidiaries
|
—
|
|
|
(142,508
|
)
|
|
—
|
|
|
142,508
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
(69
|
)
|
|
3,184
|
|
|
—
|
|
|
3,115
|
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
—
|
|
|
(142,862
|
)
|
|
(472,547
|
)
|
|
142,508
|
|
|
(472,901
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of debt
|
475,000
|
|
|
740,000
|
|
|
15,000
|
|
|
—
|
|
|
1,230,000
|
|
|||||
Repayment of debt
|
(120,000
|
)
|
|
(668,110
|
)
|
|
(25,500
|
)
|
|
—
|
|
|
(813,610
|
)
|
|||||
Dividends paid
|
(206,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,583
|
)
|
|||||
Proceeds from the issuance of common shares
|
25,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,495
|
|
|||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
7,635
|
|
|
—
|
|
|
7,635
|
|
|||||
Debt issuance costs
|
(3,697
|
)
|
|
(1,219
|
)
|
|
(1,219
|
)
|
|
—
|
|
|
(6,135
|
)
|
|||||
Repurchase of common shares
|
(7,783
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,783
|
)
|
|||||
Issuance of intercompany notes
|
—
|
|
|
(14,000
|
)
|
|
14,000
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany distributions
|
—
|
|
|
(97,587
|
)
|
|
33,620
|
|
|
63,967
|
|
|
—
|
|
|||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
162,432
|
|
|
(40,916
|
)
|
|
43,536
|
|
|
63,967
|
|
|
229,019
|
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash and cash equivalents
|
252,888
|
|
|
(45,629
|
)
|
|
(5,266
|
)
|
|
—
|
|
|
201,993
|
|
|||||
Balance, beginning of year
|
—
|
|
|
68,953
|
|
|
9,650
|
|
|
—
|
|
|
78,603
|
|
|||||
Balance, end of year
|
$
|
252,888
|
|
|
$
|
23,324
|
|
|
$
|
4,384
|
|
|
$
|
—
|
|
|
$
|
280,596
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2011 |
||||||||||||||||||
|
Rayonier Inc.(Parent Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
283,409
|
|
|
$
|
332,817
|
|
|
$
|
402,994
|
|
|
$
|
(586,950
|
)
|
|
$
|
432,270
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(270
|
)
|
|
(144,252
|
)
|
|
—
|
|
|
(144,522
|
)
|
|||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(320,899
|
)
|
|
—
|
|
|
(320,899
|
)
|
|||||
Jesup mill cellulose specialties expansion
|
—
|
|
|
—
|
|
|
(42,894
|
)
|
|
—
|
|
|
(42,894
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
8,323
|
|
|
—
|
|
|
8,323
|
|
|||||
Investment in Subsidiaries
|
(19,259
|
)
|
|
(135,816
|
)
|
|
—
|
|
|
155,075
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
69
|
|
|
11,309
|
|
|
—
|
|
|
11,378
|
|
|||||
CASH USED FOR INVESTING ACTIVITIES
|
(19,259
|
)
|
|
(136,017
|
)
|
|
(488,413
|
)
|
|
155,075
|
|
|
(488,614
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of debt
|
120,000
|
|
|
105,000
|
|
|
235,000
|
|
|
—
|
|
|
460,000
|
|
|||||
Repayment of debt
|
—
|
|
|
(243,057
|
)
|
|
(256,000
|
)
|
|
—
|
|
|
(499,057
|
)
|
|||||
Dividends paid
|
(185,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,272
|
)
|
|||||
Proceeds from the issuance of common shares
|
13,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,451
|
|
|||||
Excess tax benefits on stock-based compensation
|
—
|
|
|
—
|
|
|
5,681
|
|
|
—
|
|
|
5,681
|
|
|||||
Debt issuance costs
|
—
|
|
|
(1,351
|
)
|
|
(676
|
)
|
|
—
|
|
|
(2,027
|
)
|
|||||
Repurchase of common shares
|
(7,909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,909
|
)
|
|||||
Issuance of intercompany notes
|
(204,420
|
)
|
|
(18,961
|
)
|
|
223,381
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany distributions
|
—
|
|
|
(282,495
|
)
|
|
(149,380
|
)
|
|
431,875
|
|
|
—
|
|
|||||
CASH USED FOR FINANCING ACTIVITIES
|
(264,150
|
)
|
|
(440,864
|
)
|
|
58,006
|
|
|
431,875
|
|
|
(215,133
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
617
|
|
|
—
|
|
|
617
|
|
|||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash and cash equivalents
|
—
|
|
|
(244,064
|
)
|
|
(26,796
|
)
|
|
—
|
|
|
(270,860
|
)
|
|||||
Balance, beginning of year
|
—
|
|
|
313,017
|
|
|
36,446
|
|
|
—
|
|
|
349,463
|
|
|||||
Balance, end of year
|
$
|
—
|
|
|
$
|
68,953
|
|
|
$
|
9,650
|
|
|
$
|
—
|
|
|
$
|
78,603
|
|
Description
|
Balance
at
Beginning
of Year
|
|
Charged
to Cost
and
Expenses
|
|
Deductions
(1)
|
|
Balance
at End
of Year
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2013
|
$
|
417
|
|
|
$
|
855
|
|
(2)
|
$
|
(599
|
)
|
|
$
|
673
|
|
Year ended December 31, 2012
|
$
|
399
|
|
|
$
|
67
|
|
|
$
|
(49
|
)
|
|
$
|
417
|
|
Year ended December 31, 2011
|
$
|
387
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
399
|
|
|
|
|
|
|
(1)
|
Primarily payments and adjustments to required reserves.
|
(2)
|
The 2013 increase is primarily related to the consolidation of the New Zealand JV.
|
|
RAYONIER INC.
|
|
|
|
|
|
By:
|
/
s
/ H
ANS
E. V
ANDEN
N
OORT
|
|
|
Hans E. Vanden Noort
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ P
AUL
G. B
OYNTON
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
February 28, 2014
|
Paul G. Boynton
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ H
ANS
E. V
ANDEN
N
OORT
|
|
Senior Vice President and Chief Financial Officer
|
|
February 28, 2014
|
Hans E. Vanden Noort
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
C. David Brown, II
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
John E. Bush
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Mark E. Gaumond
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Richard D. Kincaid
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
V. Larkin Martin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
James H. Miller
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Thomas I. Morgan
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
David W. Oskin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Ronald Townsend
|
|
|
|
|
*By:
|
/s/ H
ANS
E. V
ANDEN
N
OORT
|
|
|
|
February 28, 2014
|
|
Hans E. Vanden Noort
Attorney-In-Fact
|
|
|
|
|
Exhibit No.
|
Description
|
Location
|
|
|
|
|
|
4.24
|
|
Issuer Warrant Transaction Confirmation dated October 10, 2007 between Credit Suisse Capital LLC, as dealer, represented by Credit Suisse Securities (USA) LLC, as agent, and Rayonier Inc.
|
Incorporated by reference to Exhibit 4.6 to the Registrant’s October 17, 2007 Form 8-K
|
|
|
|
|
4.25
|
|
Issuer Warrant Transaction Confirmation dated October 10, 2007 between JP Morgan Chase Bank, National Association, London Branch, as dealer, and Rayonier Inc.
|
Incorporated by reference to Exhibit 4.7 to the Registrant’s October 17, 2007 Form 8-K
|
|
|
|
|
4.26
|
|
Issuer Warrant Transaction Amendment dated October 15, 2007 between Rayonier Inc. and Credit Suisse Capital LLC, as dealer, represented by Credit Suisse Securities (USA) LLC, as agent.
|
Incorporated by reference to Exhibit 4.8 to the Registrant’s October 17, 2007 Form 8-K
|
|
|
|
|
4.27
|
|
Issuer Warrant Transaction Amendment dated October 15, 2007 between Rayonier Inc. and JP Morgan Chase Bank, National Association, London Branch, as dealer.
|
Incorporated by reference to Exhibit 4.9 to the Registrant’s October 17, 2007 Form 8-K
|
|
|
|
|
4.28
|
|
Base Issuer Warrant Transaction Confirmation dated as of August 6, 2009, between Credit Suisse Capital LLC, as dealer, represented by Credit Suisse Securities (USA) LLC, as agent, and Rayonier Inc.
|
Incorporated by reference to Exhibit 10.8 to the Registrant’s August 12, 2009 Form 8-K
|
|
|
|
|
4.29
|
|
Base Issuer Warrant Transaction Confirmation, dated as of August 6, 2009, between Bank of America, N.A., as dealer, and Rayonier Inc.
|
Incorporated by reference to Exhibit 10.9 to the Registrant’s August 12, 2009 Form 8-K
|
|
|
|
|
4.30
|
|
Base Issuer Warrant Transaction Confirmation, dated as of August 6, 2009, between JPMorgan Chase Bank, National Association, London Branch, as dealer, and Rayonier Inc.
|
Incorporated by reference to Exhibit 10.10 to the Registrant’s August 12, 2009 Form 8-K
|
|
|
|
|
4.31
|
|
Additional Issuer Warrant Transaction Confirmation, dated as of August 7, 2009, between Credit Suisse Capital LLC, as dealer, represented by Credit Suisse Securities (USA) LLC, as agent, and Rayonier Inc.
|
Incorporated by reference to Exhibit 10.11 to the Registrant’s August 12, 2009 Form 8-K
|
|
|
|
|
4.32
|
|
Additional Issuer Warrant Transaction Confirmation, dated as of August 7, 2009, between Bank of America, N.A., as dealer, and Rayonier Inc.
|
Incorporated by reference to Exhibit 10.12 to the Registrant’s August 12, 2009 Form 8-K
|
|
|
|
|
4.33
|
|
Additional Issuer Warrant Transaction Confirmation, dated as of August 7, 2009, between JPMorgan Chase Bank, National Association, London Branch, as dealer, and Rayonier Inc.
|
Incorporated by reference to Exhibit 10.13 to the Registrant’s August 12, 2009 Form 8-K
|
|
|
|
|
10.1
|
|
Rayonier 1994 Incentive Stock Plan, as amended*
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s June 30, 2006 Form 10-Q
|
|
|
|
|
10.2
|
|
Form of Rayonier 1994 Incentive Stock Non-qualified Stock Option Award Agreement*
|
Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 1995 Form 10-K
|
|
|
|
|
10.3
|
|
Rayonier Inc. Executive Severance Pay Plan (f/k/a Rayonier Supplemental Senior Executive Severance Pay Plan), as amended*
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s December 31, 2007 Form 10-K
|
|
|
|
|
10.4
|
|
Rayonier Investment and Savings Plan for Salaried Employees*
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s December 31, 1997 Form 10-K
|
|
|
|
|
10.5
|
|
Retirement Plan for Salaried Employees of Rayonier Inc. effective as of March 1, 1994, Amended and Restated January 1, 2000 and Further Amended Through October 19, 2001*
|
Incorporated by reference to Exhibit 10.4 to the Registrant’s December 31, 2001 Form 10-K
|
|
|
|
|
10.6
|
|
Amendment to Retirement Plan for Salaried Employees effective as of January 1, 2002*
|
Incorporated by reference to Exhibit 10.5 to the Registrant’s December 31, 2003 Form 10-K
|
|
|
|
|
10.7
|
|
Amendment to Retirement Plan for Salaried Employees effective as of January 1, 2003*
|
Incorporated by reference to Exhibit 10.6 to the Registrant’s December 31, 2003 Form 10-K
|
|
|
|
|
|
|
|
|
KEY EMPLOYEE
_____________________________
[Name]
[Address]
|
RAYONIER INC.
____________________________
[Name]
[Title]
|
i.
|
in connection with the performance of your duties on behalf of the Company, committing an illegal act, including but not limited to embezzlement or misappropriation of Company funds, or your willful failure to comply with the material policies and procedures of the Company as determined by the Committee;
|
ii.
|
except for actions taken on behalf of the Company, directly or indirectly engaging in or assisting others in soliciting, persuading, hiring, recruiting, or attempting to persuade, solicit, hire or recruit, any person employed by or under contract with, the Company (or who was employed by or under contract with the Company in the six-month period prior to the date of any such prohibited contact); or
|
iii.
|
engaging in any business, services or activities whatsoever, whether as an employee, director, consultant, advisor, agent, partner or joint venturer, sole proprietor, investor or stockholder, for or on behalf of (a) with respect to Plan participants whose primary responsibilities are in the Performance Fibers business of the Company, a business or enterprise engaged in researching, developing, manufacturing, distributing, marketing and/or selling dissolving wood pulp, including specialty fibers used in chemical applications, anywhere in the world, or (b) with respect to Plan participants whose primary
|
(i)
|
with respect to Award Shares received by you, in the case of shares of Company stock, an amount equal to (a) the number of shares before taxes multiplied by the greater of (1) the closing price per share on the primary stock exchange on which the shares traded on the date you received them, or (2) if the shares have been sold, the selling price per share (and only in the case of the “buy and hold” exercise of an option awarded under the Plan,
less
the option strike price), plus (b) the Associated Return, and
|
(ii)
|
in the case of cash received by you as a result of the “cashless” exercise of options awarded under the Plan, an amount equal to the cash actually received by you before taxes in respect of the options exercised;
|
•
|
TSR is defined as stock price appreciation plus the reinvestment of dividends on a quarterly basis. For purposes of performance measurement, TSR shall be the final reported figure as may be adjusted by the Committee for unusual items to avoid distortion in the operation of the Program.
|
•
|
TSR over the 3-year period will be calculated by measuring the value of a hypothetical $100 investment in Rayonier shares as compared to an equal investment in each of the peer group companies.
|
•
|
TSR calculations of stock price appreciation will be the average of the closing prices of Rayonier common shares and that of each of the peer group companies for the 20 trading days preceding the starting and ending dates of the Performance Period.
|
•
|
The TSR performance of Rayonier and the peer group companies will be calculated and Rayonier’s relative performance, on a percentile basis, is determined.
|
•
|
The payout percentage of Target Award based on Rayonier’s percentile TSR performance against the peer group companies will be calculated per the following table:
|
Percentile Rank
|
Award (Expressed As Percent of Target Award)
|
80
th
and Above
|
200%
|
61
st
–79
th
|
100%, plus 5.0% for each incremental percentile position over the 60
th
percentile
|
60
th
|
100%
|
31
st
– 59
th
|
30%, plus 2.33% for each incremental percentile position over the 30
th
percentile
|
30
th
|
30%
|
Below 30
th
|
0%
|
•
|
The payout percentage may not exceed 100% of target awards if Rayonier’s TSR for the Performance Period is negative.
|
•
|
Payment, if any, is to be made in Rayonier Common Shares, and may be offset, to the extent allowed under applicable regulations, by the number of shares equal in value to the amount needed to cover associated tax liabilities.
|
•
|
Dividend equivalents and interest will be paid in cash on the number of Rayonier Common Shares earned under the Program.
|
•
|
Dividends equivalents and interest will be calculated by taking the dividends paid on one share of Rayonier Common Stock during the performance period times the number of shares awarded at the end of the period. Interest on such dividends will be earned at a rate equal to the prime rate as reported in the Wall Street Journal, adjusted and compounded annually, from the date such cash dividends were paid by the Company.
|
•
|
Awards will be valued on January 14 following the end of the performance period. If January 14 falls on a non-trading day, awards will be valued on the next trading day. Awards, including dividends and interest, will be distributed to participants as soon as practicable following the valuation date.
|
•
|
Target awards will be prorated in cases of retirement, death, or disability in accordance with Plan provisions.
|
A.
|
Transaction Bonus
|
B.
|
Eligibility Conditions
|
C.
|
Payment of Your Transaction Bonus
.
|
D.
|
Covenants
|
E.
|
Coordination with Other Plans and Arrangements
|
F.
|
Miscellaneous.
|
|
|
|
RAYONIER INC.
|
||
|
|
|
By:
|
|
|
Title:
|
|
SVP, Human Resources
|
|
ACCEPTED AND AGREED:
|
|
|
NAME
|
|
|
Date:
|
Executive Officer
|
Title
|
Bonus Amount
|
Paul G. Boynton
|
Chairman, President and Chief Executive Officer
|
$1,650,000
|
|
|
|
Christopher T. Corr
|
Senior Vice President, Real Estate
|
$150,000
|
|
|
|
Michael R. Herman
|
Senior Vice President and General Counsel
|
$600,000
|
|
|
|
Charles H. Hood
|
Senior Vice President, Public Affairs and Communications
|
$375,000
|
|
|
|
Jack M. Kriesel
|
Senior Vice President, Performance Fibers
|
$580,000
|
|
|
|
James L. Posze
|
Senior Vice President, Human Resources
|
$395,000
|
|
|
|
Hans E. Vanden Noort
|
Senior Vice President and Chief Financial Officer
|
$700,000
|
|
|
|
N. Lynn Wilson
|
Executive Vice President, Forest Resources
|
$580,000
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
331,765
|
|
|
$
|
271,442
|
|
|
$
|
276,674
|
|
|
$
|
215,953
|
|
|
$
|
318,939
|
|
Income tax expense
|
49,661
|
|
|
84,743
|
|
|
30,688
|
|
|
14,193
|
|
|
49,569
|
|
|||||
Pre-tax income from continuing operations
|
381,426
|
|
|
356,185
|
|
|
307,362
|
|
|
230,146
|
|
|
368,508
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
49,905
|
|
|
52,159
|
|
|
51,678
|
|
|
50,545
|
|
|
52,495
|
|
|||||
Interest factor attributable to rentals
|
300
|
|
|
540
|
|
|
424
|
|
|
461
|
|
|
354
|
|
|||||
Fixed charges
|
50,205
|
|
|
52,699
|
|
|
52,102
|
|
|
51,006
|
|
|
52,849
|
|
|||||
Amortization of capitalized interest
|
1,208
|
|
|
190
|
|
|
60
|
|
|
47
|
|
|
41
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
6,144
|
|
|
7,178
|
|
|
903
|
|
|
82
|
|
|
54
|
|
|||||
Earnings as adjusted
|
$
|
426,695
|
|
|
$
|
401,896
|
|
|
$
|
358,621
|
|
|
$
|
281,117
|
|
|
$
|
421,344
|
|
Fixed Charges:
|
$
|
50,205
|
|
|
$
|
52,699
|
|
|
$
|
52,102
|
|
|
$
|
51,006
|
|
|
$
|
52,849
|
|
Ratio of earnings as adjusted to total fixed charges
|
8.5
|
|
|
7.63
|
|
|
6.88
|
|
|
5.51
|
|
|
7.97
|
|
Name of Subsidiary
|
|
State/Country of
Incorporation/Organization
|
Matariki Forestry Group
|
|
New Zealand
|
Rayonier Forest Resources, L.P.
|
|
Delaware
|
Rayonier Gulf Timberlands, LLC
|
|
Delaware
|
Rayonier Louisiana Timberlands, LLC
|
|
Delaware
|
Rayonier Operating Company, LLC
|
|
Delaware
|
Rayonier Performance Fibers, LLC
|
|
Delaware
|
Rayonier Products, LLC
|
|
Delaware
|
Rayonier TRS Forest Operations, LLC
|
|
Delaware
|
Rayonier TRS Holdings Inc.
|
|
Delaware
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TerraPointe LLC
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Delaware
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Timberlands Holding Company Atlantic, Inc.
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Delaware
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Timberlands Holding Company Washington, Inc.
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Delaware
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1)
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Registration Statement (Form S-3 No. 333−52857)
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2)
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Registration Statement (Form S-4 Amendment No. 1 to No. 333−114858),
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3)
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Registration Statement (Form S-8 No. 333−129175) pertaining to the Rayonier 1994 Incentive Stock Plan,
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4)
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Registration Statement (Form S-8 No. 333−129176) pertaining to the 2004 Rayonier Incentive Stock and Management Bonus Plan,
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5)
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Registration Statement (Form S-8 No. 333−136920) pertaining to the Rayonier Inc. Fernandina Mill Savings Plan for Hourly Employees,
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6)
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Registration Statement (Form S-3 No. 333−143150),
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7)
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Registration Statement (Form S-3 No. 333−148525),
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8)
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Registration Statement (Form S-8 No. 333−152505) pertaining to the Rayonier Inc. Savings Plan for Non-Bargaining Unit Hourly Employees at Certain Locations, Rayonier Investment and Savings Plan for Salaried Employees, and Rayonier Inc. Fernandina Mill Savings Plan for Hourly Employees,
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9)
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Registration Statement (Form S-8 No. 333−158656) pertaining to the Rayonier-Jesup Mill Savings Plan for Hourly Employees,
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10)
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Registration Statement (Form S-3 No. 333−162959),
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11)
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Registration Statement (Form S-3 No. 333−167011), and
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12)
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Registration Statement (Form S-3 No. 333−179784);
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/s/ Ernst & Young LLP
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Certified Public Accountants
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Jacksonville, FL
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February 28, 2014
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/s/ Deloitte & Touche LLP
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Certified Public Accountants
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Jacksonville, FL
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February 28, 2014
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Dated:
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January 24, 2014
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/s/ C. DAVID BROWN, II
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C. David Brown, II
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Dated:
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January 13, 2014
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/s/ JOHN E. BUSH
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John E. Bush
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Dated:
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January 19, 2014
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/s/ MARK E. GAUMOND
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Mark E. Gaumond
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Dated:
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January 30, 2014
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/s/ RICHARD D. KINCAID
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Richard D. Kincaid
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Dated:
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January 17, 2014
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/s/ V. LARKIN MARTIN
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V. Larkin Martin
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Dated:
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January 27, 2014
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/s/ JAMES H. MILLER
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James H. Miller
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Dated:
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January 16, 2014
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/s/ THOMAS I. MORGAN
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Thomas I. Morgan
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Dated:
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January 22, 2014
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/s/ DAVID W. OSKIN
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David W. Oskin
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Dated:
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January 20, 2014
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/s/ RONALD TOWNSEND
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Ronald Townsend
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1.
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I have reviewed this annual report on Form 10-K of Rayonier Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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|
/
S
/ P
AUL
G. B
OYNTON
|
|
Paul G. Boynton
Chairman, President and Chief Executive Officer, Rayonier Inc.
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1.
|
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ H
ANS
E. V
ANDEN
N
OORT
|
|
Hans E. Vanden Noort
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
|
1.
|
The Annual Report on Form 10-K of Rayonier Inc. (the "Company") for the period ended
December 31, 2013
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ P
AUL
G. B
OYNTON
|
|
/s/ H
ANS
E. V
ANDEN
N
OORT
|
Paul G. Boynton
|
|
Hans E. Vanden Noort
|
Chairman, President and Chief Executive Officer,
Rayonier Inc.
|
|
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
|
A signed original of this written statement required by Section 906 has been provided to Rayonier and will be retained by Rayonier and furnished to the Securities and Exchange Commission or its staff upon request.
|